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Board of Directors

Pursuant to Banco Sofisa’s by-laws, its board of directors is composed of a minimum of five and a maximum of seven directors, of which 20% must be independent directors. Should this percentage result in a fractional number, its board of directors may proceed to round it up, if the fraction is equal to or higher than 0.5, or down, if lower than 0.5. Therefore, if the Bank’s board of directors comprises five members, at least one member must be an independent director. The minutes of the shareholders’ meeting that elects the independent director must identify this member of its board of directors as such.

Banco Sofisa’s board of directors is responsible for defining the Bank’s general business policies and overall guidelines, including its long-term strategies, and for controlling and monitoring its performance. The duties of Banco Sofisa’s board of directors include, among other things, electing or removing its executive officers and supervising the management team.

The members of the Bank’s board of directors are elected at a shareholders’ meeting for two-year terms, reelection being permitted. The board members may be removed at any time pursuant to a decision of a shareholders’ meeting. All its directors must be individuals who may or may not reside in Brazil and who holds at least one share of the Bank. Under Banco Sofisa’s by-laws, the members of its board of directors are required to adhere to the regulation of the market arbitration chamber established by the BM&FBOVESPA.

In accordance with the Brazilian corporate law, minority shareholders of a listed company, whose interest in the voting shares represent a minimum of 15% of the company’s voting capital stock, have the right to elect one director in a separate voting process. In addition, holders of non-voting preferred shares or preferred shares with restricted voting rights that represent at least 10% of the Bank’s capital stock, or holders of either common or preferred shares in the aggregate representing a minimum of 10% of the capital stock, have the right to elect one member of Banco Sofisa’s board of directors by a separate voting process.

Directors Title Date of election End of term
of office
Gilberto Maktas Meiches Chairman 28/04/2014 ASM of 2016
André Jafferian Neto Vice-Chairman 28/04/2014 ASM of 2016
Alexandre Burmain Director 28/04/2014 ASM of 2016
Antenor Araken Caldas Farias Independent Director 28/04/2014 ASM of 2016
Antonio Carlos Feitosa Independent Director 28/04/2014 ASM of 2016

Gilberto Maktas Meiches. Mr. Gilberto current Chairman of the Board of Directors, has been Chief Executive Officer since September 2009 until May 2013. In 2006 he was elected Vice President of the Banco Sofisa S.A., a position he held until 2009. He was Executive Officer of Banco Cidade S.A., from 1989 to 2002 and Executive Officer of Bank MultiCommercial DTVM from 2002 to 2006. He held positions in various institutions of the National Financial System since 1979.

André Jafferian Neto. He graduated in manufacturing engineering in 1984 from Universidade de São Paulo. Between 1985 and 1993 he was an executive officer of financial institutions of the Zogbi group. In 1993, he joined Banco Sofisa as its chief financial officer, and subsequently became its deputy chief executive officer. In addition, since 1993, he is a member of the senior management of its subsidiaries. During 2003 and 2004, he was the chairman of the Brazilian Association of Commercial Banks (Associação Brasileira de Bancos Comerciais), or ABBC. He was the Chairman from 2007 to 2009. He is currently the vice-chairman of the Board of Directors of Banco Sofisa since may 2009

Alexandre Burmaian. He graduated in business administration from Fundação Getúlio Vargas. In 1989, he joined its bank and was its chief executive officer from 1991 through April 2006, when he was elected as a member of its board of directors. In 1996 he began implementing the project involving the organization of the Sofisa Bank of Florida, which started operating in 1999, after being approved by the Federal Deposit Insurance Corporation, or FDIC, and the Department of Banking of the State of Florida. He was also the vice chairman of the Sofisa Bank of Florida until the end of 2006 and was Chairman of the Board of Directors of Banco Sofisa since september 2006 until May 2013. He is Current member of the Board and Chief Executive Officer since May 2013.

Antenor Araken Caldas Farias. He graduated in business administration from Faculdades Metropolitanas Unidas. He began his career in 1958 at Banco do Brasil S.A., and in 1967 joined the Central Bank where he held several positions, including as head of the São Paulo regional department, from 1980 to 1985, and chief of the support staff to the chief executive officer’s office, from 1985 to 1988. Between 1988 and 1990 he was the Central Bank executive administrative officer and in 1990 was appointed deputy chief executive officer of Banco do Estado de São Paulo S.A. - BANESPA, which he left in 1991. He is member of Sofisa’s Board of Directors since 1993.

Antonio Carlos Feitosa. Mr. Antonio graduated in Law and Business Administration at Faculdade de Economia, Administração e Contabilidade e pela Faculdade de Direito, das Faculdades Metropolitanas Unidas - FMU. He joined the Central Bank of Brazil in 1974, where he held several positions, among them the Regional Delegate of the Central Bank of Brazil, in São Paulo. Held the position of President of the Banco do Estado de São Paulo S.A. (Banespa) from 1995 to 1997, during the Special Regime of Temporary Administration. Was Coordinator of the Audit Committee of the Banco do Estado de Santa Catarina S.A. (BESC) for the period 2006-2008. Was a member of the Fiscal Council Board of the Bank Sofisa the period 2007-2009. Currently holds the position of member of the Board of Directors Sofisa Bank since May 2009.

graduated in administration from the College of Economics, Administration and Accounting of the Faculdades Metropolitanas Unidas (FMU) university in 1981 and in law from the same university in 2001. His professional career includes several positions he held at the Central Bank of Brazil from 1988 to 2003, as well as at Banespa, where he was the CEO under a Special Temporary Administration Regime between 1995 and 1997, and the Managing Director between April 1995 and July 1995. He currently serves on the Board of Directors of Banco Sofisa since may 2009.

José Geraldo Gardenali. Member of the Board of Directors from 2007 to 2012, was Chief Executive Officer and member of the Board of Directors of Banco Nossa Caixa S.A. from 1995 to 2003. From May 1998 to February 2003 he was president of the Brazilian Association of State Banks. From May 1998 to February 2003 he served as Chairman of the Board of Directors of ATP Technology and Products SA. From 1990 to 1991 he was Secretary of the Treasury of the Ministry of Economy and Finance of the Federal Government. Due to this position was the same period a member of the Board of Directors of the Bank of the Northeast of Brazil S.A., Amazonia S.A., Meridional S.A. and member of the National Council of Automation and Informatics. From 1987 to 1988 he was special advisor to the Minister of Finance, the Ministry of Finance of the Federal Government.

Board of Executive Officers

Under Banco Sofisa’s by-laws, its board of executive officers is composed of a minimum of four and a maximum of eight members. The Bank’s executive officers are its legal representatives, responsible for the day-to-day management of its operations and for implementing the policies and general guidelines set by its board of directors.

Banco Sofisa’s directors are elected by its board of directors for two-year terms, reelection being permitted. Under the Brazilian corporate law, a maximum of one-third of its directors may also serve as the Bank’s executive officers. In addition, Banco Sofisa’s executive officers may be removed at any time pursuant to a decision taken by its board of directors.

Executive officers Title Date of election End of term
of office
Alexandre Burmaian Chief Executive Officer 06/03/2013 BDM of 2015
Pepe Diaz Alencar de Melo Executive Officer 06/03/2013 BDM of 2015
Plinio de Lucca Junior Executive Officer 07/30/2013 BDM of 2015
André Jafferian Neto Executive Officer 10/15/2013 BDM of 2015

Alexandre Burmaian. He graduated in business administration from Fundação Getúlio Vargas. In 1989, he joined its bank and was its chief executive officer from 1991 through April 2006, when he was elected as a member of its board of directors. In 1996 he began implementing the project involving the organization of the Sofisa Bank of Florida, which started operating in 1999, after being approved by the Federal Deposit Insurance Corporation, or FDIC, and the Department of Banking of the State of Florida. He was also the vice chairman of the Sofisa Bank of Florida until the end of 2006 and was Chairman of the Board of Directors of Banco Sofisa since september 2006 until May 2013. He is Current member of the Board and Chief Executive Officer since May 2013.

Pepe Diaz Alencar de Melo. He graduated in law from Faculdades Integradas de Guarulhos, and in business administration from Fundação Armando Álvares Penteado ( FAAP). From 1971 to 1985 he was an executive officer of Banco do Comércio e Indústria de São Paulo S.A. - COMIND. Between 1985 and 1987 he was chief executive officer of Banco Multiplic S.A., and from 1987 to 1999 he was a regional executive officer of Banco Sudameris Brasil He joined Banco Sofisa in 1999 as its assistant executive officer and in 2003 was elected its executive officer.

Plinio de Lucca Jr. Mr. Plinio since 2012 was Executive Officer of Luz Soluções Financeiras, responsible for financial systems deployed in about 120 clients who seek to support the investment decision and risk management . From 2010 to 2012 he was manager partner of LLA Investimentos, working in two distinct branches financial institution : the management of financial assets of individual investors and families (" multi family office") and the dependent management of investment funds (asset management) . From 2003 to 2009 he was manager partner of Consenso Aconselhamento Patrimonial, "Multi FamilyOffice" responsible for asset management of about 40 families , working in financial management , succession planning and all the legal aspects involved in these processes . From 1996 to 2003 worked for investment fund industry, responsible for risk management , pricing of financial assets and compliance industry , both in BBA Investimentos S / A ( until 2002 ) , asset management company of Banco BBA Creditanstalt SA , as at Banco Itaú SA (2003). Executive Officer of IBCPF (2013 - 2015) - Brazilian Institute for the Certification of Financial Professionals . Member of Managers Heritage Committee of AMBIMA (2008 - 2012).

André Jafferian Neto. He graduated in manufacturing engineering in 1984 from Universidade de São Paulo. Between 1985 and 1993 he was an executive officer of financial institutions of the Zogbi group. In 1993, he joined Banco Sofisa as its chief financial officer, and subsequently became its deputy chief executive officer. In addition, since 1993, he is a member of the senior management of its subsidiaries. During 2003 and 2004, he was the chairman of the Brazilian Association of Commercial Banks (Associação Brasileira de Bancos Comerciais), or ABBC. He was the Chairman from 2007 to 2009. He is currently the vice-chairman of the Board of Directors of Banco Sofisa since may 2009

Fiscal Council

According to the Brazilian corporation law, the fiscal council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. If the fiscal council is not permanent it shall be installed by the request of shareholders representing at least two percent of the voting shares.

The main responsibilities of the fiscal council are to audit Banco Sofisa’s management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the board of directors.

Banco Sofisa by-laws provides for a non permanent fiscal council to be installed at the request of the Company’s shareholders. In process with the adoption of Corporate Governance best practices, the Bank has approved through its Extraordinary General Meeting of July 20, 2007, the creation of its Fiscal Council and on April 28, 2014 the last election of members.

Last Update: June 06, 2014  
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