The Brazilian legislation requires that financial institutions have a defined controlling shareholdership. Thus, Banco Indusval S.A. controlling shareholdership is ruled by a Shareholders Agreement, that was redrawn as from November 7, 2011 to include Mr. Jair Ribeiro da Silva Neto in the Controlling Group both forhis acquisition of a significant stake in the Bank's capital as well as for the expertise he adds to the Management of the Company.

The Shareholders Agreement aims at ruling the majority shareholders of Banco Indusval S.A. voting behaviour and pursuant to article 116 combined with article 118 of Law # 6404/76, it declares as jointly controlling shareholders Messrs. Luiz Masagão Ribeiro, Manoel Felix Cintra Neto, Carlos Ciampolini, Antonio Geraldo da Rocha and Jair Ribeiro da Silva Neto, who commit to vote uniformly in all matters of competence of the ordinary, extraordinary and special general meetings and to elect the majority of directors, and to effectively use this power to control the corporate activities to direct and guide the functioning of the organs of the society.

On March 30, 2011, pursuant to the Material Fact disclosed on March 22, a Shareholders Agreement with WPX Fundo de Investimento em Participações was executed including WPX right to elect a member of the Board of Directors, among other rights detailed in such Agreement, although this is a minority investment that does not take part in the controlling shareholdership.

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