Rights of Banco ABC Brasil’s preferred shares

The shares of Banco ABC Brasil guarantee to their holders the rights, advantages and restrictions of the Brazilian Corporate Law, Level 2 Regulations and its Bylaws, of which:

(a) restricted voting right at the Bank’s Shareholders Meetings where each preferred share will have the right to one vote in the following matters: (i) transformation, merger, amalgamation or split of the Bank; (ii) based on authorization from the Brazilian Central Bank, approval of contracts between the Bank the Majority Shareholder, directly or through third parties, as well as with other companies in which the Majority Shareholder holds interest, after being discussed at the shareholders meeting, as required by legal or statutory provisions; (iii) appraisal of the assets destined for funding the Bank’s capital increase; (iv) selection of a specialist company to determine the Bank’s economic value, for the purposes mentioned in item (c) below; (v) amendment of the Bank’s Bylaws, except in cases arising from legal and regulatory provisions; and (vi) alteration or annulment of the statutory provisions that alter or modify (1) any of the rights attributed to the shares of Banco ABC Brasil specified in this item (a) and in items (b) and (c) below; (2) a unified mandate of 2 years for the members of the Board of Directors and other requirements laid down by Level 2 Regulations regarding the functioning of the Board of Directors; and (3) the Bank´s commitment to adopt arbitration, following the Arbitration Regulation, to settle the disputes concerning its relationship with the Bank’s Managers and shareholders;

(b) the right to be included in the public share offer under the same conditions and price paid per common share of the controlling block, at the time of divestiture of control in the Bank (“Tag Along”), pursuant to the sole paragraph article 27 of the Bank’s Bylaws;

(c) the right to be included in the public share offer where the minimum price to be offered must correspond to the Bank´s market value as determined by the appraisal report, under the terms established in the Bank´s Bylaws and applicable legislation, arising from (i) the discontinuation of the differentiated practices of Level 2 corporate governance, (ii) a shareholding restructuring process in which the resulting company is not admitted to Level 2, (iii) the exclusion or limitation, except in accordance with the legal provision or regulation of the São Paulo Stock Exchange (BM&FBovespa), provisions of the Bank´s Bylaws dealing with the following: (1) holding of a public acquisition offer arising from divestiture of control, (2) at least 20% of the Board of Directors of the Bank must be Independent Members, (3) adherence to the Arbitration Regulation, and (4) other hypotheses in which a public share offer must be carried out, and its terms and conditions;

(d) the right to a share of the dividends under the same conditions as common shares;

(e) the right of priority in the reimbursement of capital stock, without premium, in the case of liquidation of the Bank; and

(f) the right to full receipt of dividends and other earnings of any kind that may be declared, under the same conditions as common shares.