BANCO DAYCOVAL S.A. CNPJ nº / NIRE MINUTES OF THE MEETING OF THE BOARD OF EXECUTIVE OFFICERS HELD AUGUST 7, 2014

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1 BANCO DAYCOVAL S.A. CNPJ nº / NIRE MINUTES OF THE MEETING OF THE BOARD OF EXECUTIVE OFFICERS HELD AUGUST 7, 2014 DATE: August 7, 2014, at 5 p.m. LOCATION: Banco Daycoval S.A. s head office, located at Avenida Paulista No. 1793, in the City of São Paulo, State of São Paulo ("Company"). ATTENDANCE: The call was waived, in view of the presence of all the Company's officers. PRESIDING: Chairman: Salim Dayan. Secretary: Morris Dayan. AGENDA: To resolve about: 1. The authorization, based on article 19, subsection (e) of the Company's Bylaws, the issuance by the Company of up to two thousand 2,000 (two thousand) Local Bonds with a unit par value of R$200, (two hundred thousand reais) ("Local Bonds"), in up to two (2) series, in accordance with Law No , of 6/11/2010, as amended, and Resolution No of 8/23/2012, as amended ("CMN Resolution 4.123") of the National Monetary Council ("CMN"), and other applicable laws and regulations, through a public offering with restricted placement efforts, pursuant to Law No , of 12/7/1976, as amended ("Securities Market Law"), of Instruction No. 476, dated 1/16/2009, as amended ("CVM Instruction 476"), of the Securities Exchange Commission ("CVM"), and other legal and regulatory provisions, to be intermediated by financial institutions members of the securities distribution system ("Restricted Offer"); 2. To permit, regardless of the performance of a new Executive Board Meeting, any officers of the Company, as long as together with one (1) executive officer, to: (a) define the terms and conditions of the Local Bonds, the Restricted Offer, the series ("Terms and Conditions of the Local Bonds"); and (b) take all steps and

2 perform all necessary acts for the issue of Local Bonds and the Restricted Offer, including, without limitation; (i) the contracting of service providers for the Restricted Offer; and (ii) the signing of all legal instruments relating to this, including the Terms and Conditions of Local Bonds; and 3. To authorize at least two (2) executive officers of the Company, acting jointly, to decide/ratify after the completion of the Bookbuilding Procedure (as defined in the Terms and Conditions of Local Bonds), the amount of Local Bonds and the rate(s) of interest applicable interest to the Local Bonds, independent of the holding of a new Executive Board Meeting. RESOLUTIONS: After discussion, the Board unanimously resolved: (1) To approve the issuance of Local Bonds ("Issue") with the following terms and conditions: a. Total Issue Amount: The total amount of the Issue will be up to R$400,000, (four hundred million reais), with a minimum of R$350,000, (three hundred and fifty million reais); b. Par Value: R$200, (two hundred thousand reais); c. Total Quantity: the Restricted Offer will be subject to two thousand 2,000 (two thousand) Local Bonds, with a minimum of 1,750 (one thousand and seven hundred and fifty) Local Bonds, subject to item (e) below; d. Form: Local Bonds will be exclusively book entry, without issuance of certificates; e. Series: The Issue of Local Bonds will be conducted in up to two (2) series (collectively or individually, "Series"), in a communicating vessels system whereby the amount of local bonds to be allocated in one of the series should be deducted from the other series, and any one of the two (2) series may not be issued, depending on the demand of investors in the bookbuilding procedure; f. Issue Date: The Local Bond date of issuance will be the effective date of subscription and payment (days to be defined in the Local Bonds Terms and Conditions) ("Issue Date"); g. Maturity Date: The maturity of the Local Bonds will occur in 24 months and one day for the Local Bond of the 1st series as of the Issue Date, and (ii) 36 months for the Local Bond of the 2nd series, counted from the Issue Date;

3 h. Amortization of Unitary Par Value: at the end (bullet), on the due date for each series; i. Issuance and Payments: The Local Bonds shall be subscribed and paid in the primary market through the MDA - Distribution of Assets Module and the payments provided under the Terms and Conditions of Local Bonds will be conducted in accordance with procedures defined by CETIP S.A. - Mercados Organizados ("CETIP"); j. Subscription Price and Payment: The subscription price of each Local Bond will be equivalent to the Par Value, plus compensatory interest, as applicable, determined by the bookbuilding procedure for each of the Series, incurred from the Issue Date until the date the effective payment, calculated on a pro rata temporis. The Local Bonds will be paid in cash, in national currency, upon subscription, for the Subscription Price, in accordance with the CETIP's procedures; k. Remuneration: The Unitary Par Value of the Local Bonds will not be adjusted for inflation. The Local Bonds of the 1st series will be entitled to a corresponding ceiling of 113% compensation (one hundred and thirteen percent) of the accumulated variation of the average one-day interbank deposits effective rate, over extra group, expressed as a percentage per annum, base 252 (two hundred and fifty two) Business Days, calculated and published by CETIP in its daily bulletin on its website ( ) ("DI Rate"), ("Compensatory Interest 1st Series."). The Local Bonds of the 2nd series will be entitled to a corresponding ceiling of 116% (one hundred and sixteen percent) of the DI rate ("Compensatory Interest 2nd Series" or collectively with the Compensatory Interest of the 1st Series called simply "Compensatory Interest") and the rate of final remuneration of the titles will be set in the bookbuilding procedure; 1. Early Redemption and Optional Early Amortization. The Company may not redeem early or conduct early amortization of the Local Bonds of the issue, pursuant to Article 4 of CMN Resolution 4.123; m. Optional Acquisition: The Company may at any time acquire Local Bonds in circulation on the secondary market, provided the rules are observed regarding the limit of 5% (five percent) of the total of Local Bonds issued. The Financial Bills acquired by the Company shall remain in treasury or may be again placed on the market. If and when they are placed again in the market, the Local Bonds will have the same Compensatory Interest applicable to other Local Bonds of the outstanding issue; n. Payment Events and Review Events: The Terms and Conditions of the Local Bonds may foresee payment and review events, whose effectiveness will be

4 linked to the implementation of the suspensive condition provided for in the Local Bonds' Terms and Conditions; o. Species and Guarantees: The Local Bonds will be unsecured and will have no real or personal guarantees provided by the Company or by third parties, and with no subordination clause; p. Convertibility: The Local Bonds will not be convertible into shares of the Company; q. Secondary Market: The Local Bonds are listed for trading on the secondary market through CETIP 21 - Títulos e Valores [Securities], managed and operated by CETIP, with trades settled financially according CETIP procedures; r. Registration: The Local Bonds will be registered for public distribution, trading, settlement and custody electronically through the CETIP; s. Placement: The Local Bonds will be subject to public distribution with restricted placement efforts, pursuant to the Capital Market Law, CVM Instruction 476 and other applicable laws and regulations, on a best efforts placement basis, with the intermediation of financial institutions members of the securities distribution system, having qualified investors as target, as defined under Article 4 of CVM Instruction 476; and (2) To authorize any officers of the Company, as long as together with one (1) executive director, and independent of the holding of a new Board of Directors Meeting, to: (a) set other terms and conditions applicable to the Local Bonds, to the Restricted Offer, to the 1 st series and 2 nd series; and (b) to take all steps and perform all acts necessary to the issuance of Local Bonds and the realization of the Restricted Offer, including, without limitation: (i) the hiring of one or more financial institutions members of the securities distribution system including the conditions of commissioning, legal counsel, independent auditors, representative of the holders of Local Bonds, credit rating agencies, registration system, trading, settlement, and book registry and custody agencies and other service providers for the Restricted Offer, and may, therefore, negotiate and sign their contracts and set their fees; (ii) the execution of all necessary instruments documents for the purposes described above documents, including, without being limited to: the general terms and conditions applicable to the Local Bonds, letters, declarations and registration applications directed to governmental authorities and self-regulatory organizations, as well as the Local Bonds distribution contract.

5 (3) To authorize at least two (2) executive officers of the Company, acting jointly after the bookbuilding procedure, to decide/ratify the amount of Local Bonds and the rate(s) on interest applicable to the Local Bonds, independent of the holding of a new Board Meeting. CLOSURE: There being no further business, the Chairman declared the meeting adjourned for the time required to prepare these minutes in its own book, which soon after was read, approved and signed by all. São Paulo, August 7, SIGNATURES: Chairman: Salim Dayan. Secretary: Morris Dayan. Members Salim Dayan; Morris Dayan; Carlos Moche Dayan; Maria Regina Rodrigues Maciel Nogueira; Albert Rouben; Nilo Cavarzan; Ricardo Gelbaum; Alexandre Teixeira; and Alexandre Rhein.