Motion-Secondary: Alberto Joseph Safra v. Snbny Holdings Limited, Carlos Alberto Vieira, Carlos Cesar Bertaco Bomfim, Simoni Passos Morato, Vicky Safra, Jacob Joseph Safra, David Joseph Safra

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                                FILED: NEW YORK COUNTY CLERK 03/03/2023 12:45 PM                                                INDEX NO. 650710/2023
NYSCEF DOC. NO. 36                                                                      RECEIVED NYSCEF: 03/03/2023




           SUPREME COURT OF THE STATE OF NEW YORK
           COUNTY OF NEW YORK

           ALBERTO JOSEPH SAFRA,

                                   Plaintiff,                     Index No.: 650710/2023


           -against-

                                                                  AFFIRMATION OF RICHARD K.
           SNBNY HOLDINGS LIMITED, CARLOS                         KIM
           ALBERTO VIEIRA, CARLOS CESAR
           BERTACO BOMFIM, SIMONI PASSOS
           MORATO, VICKY SAFRA, JACOB
           JOSEPH SAFRA, AND DAVID JOSEPH
           SAFRA,



                                  Defendants.



                  Richard K. Kim, Esq., an attorney duly admitted to practice before the Courts of the State

           of New York, hereby affirms the following under the penalties of perjury and pursuant to CPLR

           Section 2106:

                  1.       I am a partner at the law firm Wachtell, Lipton, Rosen & Katz, counsel for Plaintiff

           Alberto Joseph Safra ("Alberto") in connection with certain regulatory matters.

                  2.       On July 26, 2022, I spoke with representatives from the Federal Reserve regarding

           a pending application by the Safra family to retain control of SNBNY Holdings Limited

           ("SNBNY").

                  3.       During this call, I explained to the representatives from the Federal Reserve that I

           understood that SNBNY, Vicky Safra, Jacob Joseph Safra, and David Joseph Safra have taken the

           position that Alberto cannot appoint a director or exercise his other rights as a shareholder of

           SNBNY absent approval from the Federal Reserve as a controlling person of SNBNY. In




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FILED: NEW YORK COUNTY CLERK 03/03/2023 12:45 PM                                                INDEX NO. 650710/2023
NYSCEF DOC. NO. 36                                                                        RECEIVED NYSCEF: 03/03/2023




           response, the representatives from the Federal Reserve said that, in their view, Alberto does not

           need the Federal Reserve's approval as a controlling person in order to appoint a director to

           SNBNY's board. They confirmed that the absence of the Federal Reserve's approval regarding

           the Safra family's pending application before the Federal Reserve has no bearing on Alberto's

           rights to appoint a director. The representatives from the Federal Reserve also confirmed that they

           have not advised SNBNY or the family otherwise.

                  4.      On February 22, 2023, I again spoke with a representative from the Federal Reserve

           with whom I had spoken to in my conversation on July 26, 2022, who confirmed once again that

           Alberto may proceed to appoint a director to SNBNY's board without the Federal Reserve's prior

           approval, including as to the change in control of SNBNY.


                                                                                      \

           Dated: March 3, 2023
                                                                       Richard K. Kim




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FILED: NEW YORK COUNTY CLERK 03/03/2023 12:45 PM                                             INDEX NO. 650710/2023
NYSCEF DOC. NO. 36                                                                   RECEIVED NYSCEF: 03/03/2023




                          CERTIFICATION OF COMPLIANCE WITH WORD LIMIT

                  I certify that this affirmation complies with the 7,000-word limit under Commercial

           Division Rule 17. This affirmation was prepared using Microsoft Word, and based on Microsoft

           Word's word count function, the total number of words in this affirmation, including of point

           headings and footnotes and exclusive of the caption and signature block is 289.



           Dated: March 3, 2023
                  New York, New York                                  Jonathan B. Oblak




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