Board of Directors

The board of directors of Banco Indusval S.A., in accordance with its bylaws, is composed of at least six and at most twelve members who are shareholders of the Bank and are elected by the shareholders at the annual general meeting. The directors hold two-year mandates, which last for the period between two annual general meetings of shareholders. Directors may be re-elected. The Bank does not have any agreement with any member of the Board of Directors that grants any type of benefit from the time this member ends its activities in the Board of Directors.

Meetings of the board of directors are convened by the Chairman of the board and should be called at least four times a year in the ordinary course of business and, extraordinarily, whenever necessary. The bank's board of directors is responsible for deciding guidelines and general policies for the business, defining, supervising and monitoring the activities of the officers, selecting independent auditors and implementing and supervising internal auditing, in complying with its duty to care for the accuracy of the financial information disclosed.

Manoel Felix Cintra Neto - Chairman

Mr. Manoel graduated in economics from the Mackenzie Presbyterian University. He has been executive chairman of the board of directors of Banco Indusval S.A. since May 2011. He started his career as a trainee and became an executive officer for the São Paulo region at Banco Bozano Simonsen (1970 to 1984). He was executive officer and CEO of Banco Multiplic from 1985 to 1997 and partner and CEO of Multiplic Corretora de Valores Mobiliários from 1997 to 1999. He was CEO and partner of Banco Multistock, Multistock S.A. Corretora de Cambio e Valores, Maxima Promotora de Vendas Ltda., and Maxima Financeira Crédito, Financiamento e Investimento S.A. from 1999 to 2003. After the merger of these companies with Banco Indusval S.A., he became one of the controlling shareholders, as well as a member of the board of directors and the CEO (2003 to May 2011). Simultaneously, he exercised management functions in several financial sector entities, namely: director (1987 to 1990) and chairman (1990 to 1992) of the National Association of Investment Banks (ANBID), executive director (1989 to 1995) of the Brazilian Federation of Banks (FEBRABAN), vice chairman of the board of directors (1999 to 2003) of the Brazilian Clearing and Depositary Corporation (CBLC), vice chairman (1994 to 1997) and chairman (1997 to May 2008) of the board of directors of the Brazilian Mercantile and Futures Exchange (BM&F), member of the board of directors of the BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange from May 2008 to May 2009. He was chairman of the National Association of Securities, Exchange and Commodities Brokerage Firms (Ancord) from 2009 to 2013, and member of the audit board of the Credit Guarantee Fund (FGC) from 1999 to 2013. He is currently chairman of the Brazilian Banks Association (ABBC) since July 2013, member of the advisory board of the Brazilian Banks Federation (FEBRABAN), founding member of the executive board of the National Confederation of Financial Institutions (CNF), and chairman of Alfabetização Solidária (Alfasol) since 2009, vice chairman of the Organizing Committee of the Rio 2016 Olympic and Paralympic Games, and CFO of the São Paulo Contemporary Art Museum (AAMAC).

Afonso Antonio Hennel - Member

Mr. Afonso started his career in 1973 at Semp Rádio e Televisão S.A. The same year he became manager at Semp Amazonas S.A., in the city of Manaus (State of Amazonas), a position he held until 1976 when he was named the chief officer of the unit. In 1977, he became the vice president and a member of the board of directors of the company, a position he held until 1983. He was then designated to the Semp Toshiba Group’s headquarters in São Paulo and elected corporate vice president and member of the board of directors. He was appointed CEO in 1998, while maintaining his position as director, and was named chairman of the board in 2003. He held both positions until 2013, when he resigned as both chairman and CEO, retaining his position as director. He also served on the board of directors of Banco Intercap S.A. from 2010 to 2013 and after its merger with Banco Indusval S.A., he was elected director. He completed a Business Management course at the Fundação Getulio Vargas (FGV).

Jair Ribeiro da Silva Neto - Member

Mr. Jair Ribeiro started his professional career in 1979 as a lawyer at the law firm Pinheiro Neto Advogados, working in the Mergers & Acquisitions area. From 1988 to 1999, he was co-founder and CEO of Banco Patrimonio, a joint venture with Salomon Brothers. In 1999, he led the sale of Banco Patrimonio to Chase Manhattan and served as the CEO of Chase Manhattan Brasil from March 1999 to December 2000. After the acquisition of JP Morgan by Chase, he moved to New York (2001-2003), where he headed JP Morgan’s international equities team, covering Europe, Asia, South Africa, Latin America and Australia. He is also co-founder (2006) of CPM Braxis S.A. (currently Capgemini do Brasil), one of Brazil’s largest technology services companies with over 7,000 employees, where he was CEO from 2006 to 2009 and is currently vice chairman of the board of directors and shareholder. He is also managing partner of Sertrading S.A., a company operating in the foreign trade segment with revenues of over R$3 billion. He is also a director of the Brazilian Association of the Financial Market Institutions (ANBIMA) and member of the State Council of Education of the state of São Paulo. He is the founder and the CEO of Casa do Saber, and the general coordinator of the Associação Parceiros da Educação, a NGO which aims to improve the level of education in public schools across the country. Mr. Ribeiro holds a bachelor degree in Law from Universidade de Sao Paulo, a bachelor degree in Economics from Fundaçao Armando Alvares Penteado (FAAP), and a masters in Law from University of California, Berkeley.

Luiz Masagão Ribeiro - Member

He graduated in Business Administration from the Fundaçao Getulio Vargas (FGV) in 1974, where he was a professor from 1975 to 1979 in the Finance Department. He began his career in 1971 at Indusval Corretora de Titulos e Valores Mobiliarios, where he became an executive officer in 1973 and CEO in 1988, a position he held until 2003. He was member of the board of directors of the Sao Paulo Stock Exchange (Bovespa) from 1980 to 1981 and from 1987 to 1992. He was chairman of the board of directors of the Brazilian Mercantile and Futures Exchange (BM&F) from 1987 to 1991, and a director from 1998 to 2003. He was the CEO of Banco Indusval S.A. from 1988 to 2003, when the bank merged with Banco Multistock. Since then, he has been its managing director and chairman of the board of directors, currently serving as co-CEO. He is one of the controlling shareholders of Banco Indusval and is a member of the Ethics Committee of the Brazilian Association of the Financial Market Institutions (ANBIMA).

Roberto de Rezende Barbosa - Member

Member of the board of directors of Banco Indusval S.A. since 2014, Mr. Barbosa built a solid career in Brazil’s agro industrial sector. Since 2009, he has been a director at Cosan S.A. - Industria e Comercio, one of Brazil’s most important industrial corporations. He has also been chairman of the board of directors of NovAmérica Group, an important player in the Brazilian agricultural scenario, since 2011; member of the advisory board of Ceres Sementes do Brasil since 2013; and alternate member of the Brazilian Rural Society (SRB) since 2014. He has also been a member of the advisory board of the Sugarcane Industry Union since 1997, and was member of the board of the Sociedade Corretora de Álcool between 2000 and 2010. Between 2004 and 2010, was chairman of the board of directors of the Sugarcane Technology Center. Between 2001 and 2010, he was a board member at the Industrial Development Studies Center. He has completed a specialization course in Advanced Business Administration at the University of Southern California, and Business Administration degree (pending completion) at the Mackenzie Presbyterian University.

Walter Iório - Member

He obtained a degree in accounting from Fundacao Armando Alvares Penteado (FAAP) in 1969. He has vast experience in auditing for financial institutions, insurers and private pension entities. He was a partner at KPMG Brazil (1966 - 2005), where was coordinator of Financial Services practice and, for the last 12 years, member of the executive committee. He was the partner responsible for auditing various financial institutions and insurance companies, such as the Itaú, Bradesco and Bandeirantes groups, Deutsche Bank, Banco Sofisa, Banco Paulista, AGF Seguros, Tokio Marine Seguradora and Yassuda Seguros, among others. He was Managing Director of KPMG PREV, a private pension entity, from 2000 to 2009, and chairman of the audit committee of Tokio Marine Brasil Seguradora S.A. and Tokio Marine Seguradora S.A. from 2006 until 2011. He was member of the Supervising Board at Banco Indusval S.A. from 2007 until 2008. Currently, he is member of the Supervising Board of the Banco Indusval S.A. since 2011. He is member of the working group of specialists in financial institutions of the Institute of Independent Auditors of Brazil (IBRACON), participating in the preparation of audit and accounting standards together with the Central Bank of Brazil. He is member of the Regional Accounting Council of Sao Paulo (CRC-SP); he was elected to the term from 2006 to 2009 and reelected for the terms from 2010 to 2013 and from 2014 to 2017; was coordinator of the Internal Control Chamber (2006-2011) and the Professional Development Chamber (2012-2013) and is currently vice coordinator of the 1st Inspection Chamber. He was member of the audit committee of Sul América S.A. (the publicly-held holding company of the Sul América insurance group that has been operating in the car, health and people insurance, and private pension plans) from 2007 until 2014. He was president of the auditing committee of HDI Seguros S.A. (a subsidiary of Talanx International AG of Germany, operating mainly in car insurance) from March 2010 until March 2015. Since 2010 he is president of the auditing committee of Tarpon Investimentos S.A., a publicly held company whose core business is the management of investments in stock exchanges and private equity.

Fiscal Council

According to the Brazilian corporation law, the fiscal council is an independent management body from the Bank 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  0.1 (one tenth) of the voting shares, or 5% (five) of the shares with not voting rights, and each period in office ends by the first ordinary general meeting after its installation.

The main responsibilities of the fiscal council are to audit the Bank's management, review the Bank's financial statements and report their conclusions to the Bank'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 Indusval S.A. bylaws provide for a non permanent fiscal council to be installed at the request of the Bank's shareholders.

Executive Board

Banco Indusval executive board is composed of at least four and at most eleven members elected and dismissible at any time by the board of directors all serving a term of two years, considered year the period between the first meetings of the Board of Directors held after the annual general meetings of shareholders for each fiscal year, with re-election permitted.

The bank's officers are responsible for the daily management and implementation of the guidelines and general policies established by the board of directors. The responsibilities of the management include the supervision of compliance of the applicable legislation and of the decisions of meetings of shareholders and Executive Board.

Jair Ribeiro da Silva Neto - Co-CEO

Mr. Jair Ribeiro started his professional career in 1979 as a lawyer at the law firm Pinheiro Neto Advogados, working in the Mergers & Acquisitions area. From 1988 to 1999, he was co-founder and CEO of Banco Patrimonio, a joint venture with Salomon Brothers. In 1999, he led the sale of Banco Patrimonio to Chase Manhattan and served as the CEO of Chase Manhattan Brasil from March 1999 to December 2000. After the acquisition of JP Morgan by Chase, he moved to New York (2001-2003), where he headed JP Morgan’s international equities team, covering Europe, Asia, South Africa, Latin America and Australia. He is also co-founder (2006) of CPM Braxis S.A. (currently Capgemini do Brasil), one of Brazil’s largest technology services companies with over 7,000 employees, where he was CEO from 2006 to 2009 and is currently vice chairman of the board of directors and shareholder. He is also managing partner of Sertrading S.A., a company operating in the foreign trade segment with revenues of over R$3 billion. He is also a director of the Brazilian Association of the Financial Market Institutions (ANBIMA) and member of the State Council of Education of the state of São Paulo. He is the founder and the CEO of Casa do Saber, and the general coordinator of the Associação Parceiros da Educação, a NGO which aims to improve the level of education in public schools across the country. Mr. Ribeiro holds a bachelor degree in Law from Universidade de Sao Paulo, a bachelor degree in Economics from Fundaçao Armando Alvares Penteado (FAAP), and a masters in Law from University of California, Berkeley.

Luiz Masagão Ribeiro - Co-CEO

He graduated in Business Administration from the Fundaçao Getulio Vargas (FGV) in 1974, where he was a professor from 1975 to 1979 in the Finance Department. He began his career in 1971 at Indusval Corretora de Titulos e Valores Mobiliarios, where he became an executive officer in 1973 and CEO in 1988, a position he held until 2003. He was member of the board of directors of the Sao Paulo Stock Exchange (Bovespa) from 1980 to 1981 and from 1987 to 1992. He was chairman of the board of directors of the Brazilian Mercantile and Futures Exchange (BM&F) from 1987 to 1991, and a director from 1998 to 2003. He was the CEO of Banco Indusval S.A. from 1988 to 2003, when the bank merged with Banco Multistock. Since then, he has been its managing director and chairman of the board of directors, currently serving as co-CEO. He is one of the controlling shareholders of Banco Indusval and is a member of the Ethics Committee of the Brazilian Association of the Financial Market Institutions (ANBIMA).

André Jacintho Mesquita - Vice-President Officer

He has a degree in business administration from the Fundação Getulio Vargas - FGV (1990) and in economics from the University of Sao Paulo - USP (1991). He started his career in 1994 as controller at Cotia Trading (1994-1996), where he reached the position of CEO and COO of the company’s subsidiary in Argentina (1996-2000). In 2000, he joined Sertrading, a Brazilian import and export company, where he helped develop the Business Process Outsourcing (BPO), as well as the import and export activities, and set up the dairy export unit through the establishment of Serlac S.A., a joint venture with Brazil’s five biggest dairy companies. In 2006, he moved to what became one of the largest Brazilian information technology companies - CPM Braxis (currently Capgemini do Brasil) – serving as its CFO and being responsible for acquiring and integrating the four companies that originated CPM Braxis. He has been a member of the executive board of Banco Indusval S.A. since May 2011.

Cláudio Roberto Cusin - Executive Officer

He is a mechanical engineer and an economist. He started his career in the financial markets in 1988 at BankBoston where he held various positions in the credit area, including as executive officer, between 1994 and 1997. He was also the chief credit officer at ING Bank N.V. in Sao Paulo from 1997 to 2002. From 2003 to 2005, he served in the financial management area of a small clinical analysis company before returning to the financial sector as chief credit officer at WestLB (2005 and 2006). He was chief risk officer for Brazil and Latin America at Banco Standard de Investimentos from 2007 to 2009, and head of corporate finance at Banco KdB do Brasil from May 2010 to June 2011, when he joined Banco Indusval S.A. as executive officer.

Jair da Costa Balma - Executive Officer and Investor Relations Officer

He is a business administrator, with a graduate degree in capital markets. He started his career at Fundacao Cosipa de Seguridade Social (FEMCO) from 1980 to 1983 and then worked at Banco Itau S.A. (1983-1988). He has worked as manager of the funding areas in the following banks: Multiplic S.A. (1988-1990 and 1995-1997), BCN Barclays S.A. (1990-1995), executive officer of Multiplic S.A. CTVM (1997-1999), Stock Máxima S.A. CTVM (1999-2003) and Banco Indusval S.A. (since 2003), where he was elected executive officer on August 8, 2011.

Committees

BI&P’s Management counts on the support of the following committees for the discussion and execution of relevant business issues:

Established on the Extraordinary Shareholders’ meeting of April 24, 2012, according to the provisions of Section VII of Banco Indusval S.A. Bylaws, with its members elected in the Board of Directors meeting of May 7, 2012, the Compensation Committee consists of the Chairman and Vice-Chairman of the Board of Directors, the two Co-Chief Executive Officers, one Independent Member of the Board of Directors and the Human Resources Superintendent. This committee ordinarily meets twice a year, at the end of each semester, and extraordinarily whenever necessary. Its duty is to support the Board of Directors in issues related to human resources management with the objective to attract, retain, motivate and remunerate the Executive Office and other employees aiming at adding shareholder value in the long run.

The main purpose of this Committee is to control the Bank's liquidity, besides analyzing cash flow projections for Treasury activities, discussing new funding alternatives and transactions, approves interbank credit limits, as well as operating limits. Among its responsibilities is the analysis of national and international economic scenario and the strategies to be adopted face to these scenarios in terms of market and liquidity risks. It consists of the Chairman; the Co- Chief Executive Officers; the Vice-President Officer responsible for Sales, Products & Corporate Finance; the Treasury & Investor Relations Vice-President; the Executive Officer responsible for Local Funding and the representative of the Risk Department.

The Credit Committee is vital for the management of one the main risks of the Bank and accounts for the definition of the credit risk management and, collegially, by the approval of credit limits granted to the clients. It is composed of at least four members being three of them Executives Officers (one from each area: Commercial, Products and Credit) and a Credit Manager or an Executive Officer from the Commercial Area. The decisions should be consensual but they may be taken by a simple majority of those present.

For eventual minor discrepancies to the approved credit limit such as formalization details, collateral coverage, and small excesses may be submitted electronically to the approval of the credit committee. The electronic proposals are approved upon three positive answers. In case there is one negative answer or a doubtful position is declared, the proposal has to be discussed in the credit committee.

This committee aims to discuss the credit operations in default, setting the actions to be taken for renegotiation and recovery and the monitoring plan for such cases. The committee meets in weekly basis and is composed by six members: the Chairman, the Co- Chief Executive Officers, the Commercial and the Products & Corporate Finance Vice-President Officers, and a representative of Special Credits area.

The Internal Audit Committee meets in monthly basis and is composed by six members: the Chairman, a Board member, the Co- Chief Executive Officers, the Brokerage House Officer, the Superintendent of Accounting and Controlling and the Internal Audit Manager. Its duty is to support the Board of Directors in issues related to duties, is to support the Board of Directors in issues related to accounting policies adopted in the preparation of financial statements as well as the evaluation of the effectiveness of internal control.

This Committee's duties are to establish operating policies and rules, as well as outline strategies to promote the practice of internal controls, risk mitigation and compliance with legal requirements. Regular meetings are held on monthly basis. The Compliance Committee consists of: the Chairman; a Board member; the Co- Chief Executive Officers; the Brokerage House Officer; the Local Funding Officer, who is in charge of Anti Money Laundering; the Superintendents for Administration, Accounting, Controlling and Legal, as well as the Compliance and the Internal Audit Managers.

By delegation of the Compliance Committee, focuses on handling of ethical behavior in the Institution. Among its attributions, stands out the periodic review of the Code of Ethics and the monitoring of eventual violations that must be promptly communicated to senior management. Meetings are held at least twice a year, and whenever it becomes necessary to hold a meeting. Members are: the Superintendents for Human Resources (coordinator) and Administration as well as the Compliance Manager.

IT and information safety policies are developed by this Committee. Its duties include setting rules for information use to ensure its protection and guaranteeing managers', employees', and service providers' compliance with its policies and procedures. This Committee is also responsible for discussing and planning activities and investments to ensure the maintenance of safety and agility levels in line with the Bank's growth speed. The IT and Safety Committee meets on a monthly basis and is composed by: the Co-Chief Executive Officer, the Brokerage House Officer, the Superintendents for Administration, Information Safety and IT; the Managers for Systems Development (IT), Infrastructure(IT), Projects and Controlling Department.

This Committee consists of the Chairman, the Chief Executive Officers, the Legal Superintendent, the Legal Manager, the Credit Recovery Manager and the external Legal Advisors, and meets on a monthly basis to analyze and discuss legal and regulatory rules for the Bank's operations and any legal issues related to its institutional aspects. It is responsible for analyzing and recommending legal structures that ensure products and operations are formally perfect. In addition, it sets collection and loan recovery policies and strategies.

The Product Committee works for the discussion and decision on issues related to the Banks products, such as: new products development and implementation, risk identification and mitigating actions, definition and update of operating procedures for each product. This committee meets monthly and is composed by the Vice-President Officers for the Commercial Area, Products & Corporate Finance Area and Treasury & Investor Relations departments, the Credit Officer, the Superintendents for Products, Administrative, Legal, Accounting & Controlling areas, and Credit Risk, and also by the Product, Risks, and Compliance Managers and eventual invitees.

Intended to discussions of strategy in the area, salary issues, human development and the organizational climate of staff. The committee meets fortnightly and consists of the Co- Chief Executive Officers and the Superintendent of Human Resources.

Management Remuneration

According to the Bank‘s By-Laws, the Shareholders deliberate on the global annual management remuneration. Once the global remuneration of the management is established, by Ordinary General Meeting, the Board of Directors are responsible for establishing the individual remuneration amounts in compliance of the Company’s By-laws.

In the Ordinary General Meeting of Banco Indusval S/A, held on the April 24, 2014, the global annual compensation remuneration for management members was established at R$10,000,000.00 (ten million reais), being R$8,000,000.00 (eight million reais) allocated to the Executive Board and R$2,000,000.00 (two million reais) to the Board of Directors.