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Call Notice for Annual and Extraordinary Shareholders‘ Meeting


CALL NOTICE
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING


We hereby invite the Bank’s shareholders to the Annual Shareholders’ Meeting and Extraordinary Shareholders’ Meeting to be held on April 30, 2014, at 11:00 am, at the Company’s headquarters located at Rua Capitão Montanha, n° 177, 4th floor, Porto Alegre, RS, Brazil, to decide on the following AGENDAS:

I - Annual Shareholders’ Meeting

1. To acknowledge the management accounts, examine, discuss and vote on the Financial Statements and Management’s Report, the Reports of the Independent Auditors and the Fiscal Council for the fiscal year ended December 31, 2013;

2. To:
2.1. decide on the allocation of net income of the year ended December 31, 2013;
2.2. ratify the payment of interest on capital and its imputation to dividends;
2.3. decide on payment of additional dividends;

3. To decide on the proposed capital budget prepared for the purposes of Article 196 of Law no. 6,404/76 and on the proposed total dividend payout of 40% for the year 2014;

4. To elect member of the Board of Administration;

5. To elect the members of Fiscal Council and their respective alternate members;

6. To fix the compensation of the members of the Board of Administration, Fiscal Council and Board of Executive Officers.

II - Extraordinary Shareholders’ Meeting

1. To decide on the increase of the Capital Stock from R$3,750,000,000.00 to R$4,000,000,000.00 using the profit reserve in the amount of R$250,000,000.00, without the issuance of new shares;

2. To decide on the following amendments to the Company’s Bylaws:
2.1. Article 4, to reflect the proposed capital increase of R$250,000,000.00;
2.2. Caput of article 5, to adequate the number of shares due to share conversions from February 28, 2013 and February 28, 2014;
2.3. Inclusion of paragraph 12 in Article 27, to include the risk limits when defining the maximum debt limit per customer; and
2.4. Inclusion of letter "e" in Article 30, in consonance to the Central Bank of Brazil’s Resolution no. 4,122 of August 02, 2012, related to the extension of the mandate of the members of the Board of Executive Officers until the inauguration of their substitutes.

Pursuant to the first paragraph of Article 126 of Law no. 6,404/76, shareholders may be represented by proxies. Aiming at organizing the work of the Shareholders’ Meeting, the power of attorney and other corporate documents that prove the correctness of the representation may, at the discretion of the shareholder, be delivered to the Company‘s headquarters, at Rua Capitão Montanha, n° 177, 4° andar, Porto Alegre, RS, Brazil, attention of Secretaria Geral, preferably within 48 (forty-eight) hours prior to the scheduled date of the Meetings.

The documents relating to the items of the Agendas are available to shareholders at the headquarters of Banrisul, at the Company’s Investor Relation website (http://www.banrisul.com.br/ir - Corporate Governance - ASM, Management Proposal)) and also at BM&FBOVESPA (www.bmfbovespa.com.br) and CVM (www.cvm.gov.br) websites.


Porto Alegre, March 28, 2014.

Odir Alberto Pinheiro Tonollier
Chairman of the Board of Administration.


Contact IR

Phone: +55 51 3215-3232
E-mail: ri@banrisul.com.br

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