(Amounts in thousands of Brazilian reais – R$, unless otherwise stated)

a) Capital and capital reserve

Capital as of December 31, 2009, is represented by 1,364,783,800 common shares, fully subscribed and paid in. As mentioned in item (d) below, with the repurchase of 4,532,300 shares in 2009, the number of shares totaled 1,360,251,500 as of December 31, 2009.

On January 31, 2008, Caixa Econômica Federal exercised its share subscription right, by subscribing 7,690,493 shares for R$65,825, of which R$846 was recorded as capital increase and R$64,979 was recorded as capital reserve – share subscription premium.

On May 18, 2008, Visa Inc. concluded its corporate restructuring process. The result of this restructuring, intended to adjust the ownership interest of the member companies according to the financial results generated for each of the five operational regions of Visa Inc., was the assignment of the shares held to the member companies of the Visa System.

As a result of this process, on that date the Company received 11,990,744 shares with US$0.0001 of book value. It was accounted as capital contribution at current fair value, totaling R$897,276, recorded in line items "Investments" and "Capital reserves", less deferred income tax and social contribution.

On March 28, 2008, 6,737,060 Visa Inc. shares were sold at the market price on the date of Visa Inc.'s IPO, totaling R$502,893, less the corresponding commissions.

The Extraordinary Shareholders' Meeting held on June 2, 2008, approved the reduction of the Company's capital by R$1. In exchange for this capital reduction, the 5,253,684 class "C" (Series I) common shares of Visa Inc. held by the Company were transferred. The shares of Visa Inc. were delivered to shareholders proportionally to their interests in the Company's capital. The change in the fair value of these shares since the date they were received to this date, accounted for in the statement of comprehensive income, was transferred to net income for the year.

On June 25, 2008, the Company's Board of Directors' meeting approved the issuance of 96,757 Class "B" common shares, through the use of part of the authorized capital, which were subscribed by Caixa Econômica Federal, without any additional capital contribution.

The Extraordinary Shareholders' Meeting held on August 25, 2008, approved the conversion of all the 332,391,900 class "B" common shares into class "A" common shares, in the same proportion; accordingly, the Company's capital started to be represented by a single class of common shares without par value.

The Extraordinary Shareholders' Meeting held on September 22, 2008, approved a 2-for-1 stock split of the Company's common shares. As a result, the Company's capital started to be represented by 1,364,783,800 registered common shares without par value.

b) Dividends

Recognized as liabilities when dividends are approved by the Company's shareholders. Shareholders are entitled to a minimum dividend of 50% of income after the recognition of the legal reserve of 5% of the net income for the year until the reserve equals 20% of the capital. The allocation of any remaining balance of net income will be resolved at the Shareholders' Meeting. At yearend, the Company accrues the minimum dividends not paid during the year up to the limit of the previously mentioned mandatory minimum dividend. As of December 31, 2009, the amount was R$105,365, less the payment of interim and intermediary dividends made, totaling R$661,532.

The Board of Directors' Meeting held on January 28, 2009, approved the distribution of the balance of retained earnings, based on the balance sheet as of December 31, 2008, in the amount of R$542,985. This amount was paid to shareholders as dividends on February 27, 2009.

According to the minutes of the Board of Directors' meeting held on April 22, 2009, the distribution of profits earned in the quarter ended March 31, in the form of interim advanced amounting to R$333,199, was approved.

According to the minutes of the Board of Directors' meeting held on August 4, 2009, the distribution of profits earned in the quarter ended June 30, 2009, amounting to R$328,333, was approved.

On June 2, 2008, the 5,253,684 class "C" (Series I) shares of Visa Inc. held by the Company were transferred to the shareholders proportionally to their interests in the Company's capital as payment of dividends with the transfer of financial assets.

c) Earnings reserve – legal

Recognized with amounts corresponding to 5% of annual net income, pursuant to article 193 of Law No. 6404/76, up to the limit of 20% of capital. The balance as of December 31, 2009, is R$15,076.

d) Treasury shares

On November 23, 2009, the Company's Board of Directors, in compliance with article 17 of its bylaws, approved the buyback of up to 6,000,000 common shares without par value, to be canceled, sold or held in treasury and, primarily, to meet the exercise of the options granted under the Company's Stock Option Plan, with no capital reduction, within 180 days of that date, expiring, therefore, on May 21, 2010.

The Company's Management should define the number of shares that will be bought back, within the authorized limits, and the buyback timing.

During the year ended December 31, 2009, share buybacks were as follows:

MONTH	Number	Amount	Average cost – R$ per share(*)
November	513,100	8,212	16.00
December	4,019,200	61,016	15.18
Total	4,532,300	69,228

(*) The highest and the lowest price paid in these buybacks were R$16.46 and R$13.83, respectively.