extraordinary shareholders' meeting - 04.07.2014 - practical guide

8/12/2019 Extraordinary Shareholders' Meeting - 04.07.2014 - Practical Guide

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PRACTICAL GUIDE TO THE EXTRAORDINARY

SHAREHOLDERS MEETING


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So Paulo, March 20, 2014

Dear Shareholders,

I am pleased to invite you to our Extraordinary General Meeting set to convene on

April 7, 2014, at 11 a.m., in our premises at BM&FBOVESPAs headquarters, located at Praa

Antonio Prado, 48, downtown in So Paulo, State of So Paulo, Brazil. The call notice for the

meeting is being published on March 21, 2014, in the Valor Econmico newspaper and the

Official Gazette of the State of So Paulo.

We, at BM&FBOVESPA, welcome this opportunity to hand over to you the enclosed practical

guide to our meeting, which provides details on the order of business and information you should

find useful to navigate the necessary paperwork and preparatory action, whether you plan to

attend in person or appoint a representative or would rather vote by proxy.

More importantly, along with the Managements Proposal today released as well, the meeting

guide includes and attaches detailed information on the proposals we intend to submit for your

consideration, which to put it shortly, include some amendments to our Bylaws, and a change in

our policy on long-term executive compensation which entails adopting a Stock Awards Plan.

L t dd d t d ti St k A d Pl hi h i l t


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Accordingly, as part of our commitment to follow best corporate governance and transparency

practices, and for your convenience, we will be making available to you the Online General

Meetingsplatform provided by Assembleias Online for electronic voting or voting by proxy,which you may access at www.onlinegeneralmeetings.com (In English) or

www.assembleiasonline.com.br(in Portuguese), as you prefer.

Last, but not least, I recommend that you read the shareholders meeting guide carefully, and the

other documents made available to you in our investor relations gateway (at

www.bmfbovespa.com.br/ri/), or our website (at www.bmfbovespa.com.br) or that of the

Brazilian Securities Commission (Comisso de Valores Mobilirios), or CVM (at

www.cvm.gov.br).

Yours sincerely,

Pedro Pullen Parente

Chairman of the Board
http://www.onlinegeneralmeetings.com/http://www.onlinegeneralmeetings.com/http://www.assembleiasonline.com.br/http://www.assembleiasonline.com.br/http://www.bmfbovespa.com.br/ri/http://www.bmfbovespa.com.br/ri/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/ri/http://www.assembleiasonline.com.br/http://www.onlinegeneralmeetings.com/


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TABLE OF CONTENTS

CLARIFICATIONSANDORIENTATIONS .......................................................................... 5

A. PARTICIPATION IN THE EXTRAORDINARY SHAREHOLDERSMEETING............................... 6

A.1.POWER OF ATTORNEY .......................................................................................................... 7A.1.1 Electronic Power of Attorney .......................................................................................... 7

A.1.1.1 Shareholders not registered on the Assembleias Online platform ............................ 7

A.1.1.2 Shareholders already registered on the Assembleias Online platform .................... 8

A.1.2 Physical Power of Attorney .............................................................................................. 9

A.1.2.1PRE-ACCREDITATION .................................................................................................... 12A.2.PUBLIC PROXY REQUESTS................................................................................................. 12

B.MATTERS TO BE RESOLVED IN THE EXTRAORDINARY SHAREHOLDERSMEETING OF THE

BM&FBOVESPA...................................................................................................................... 13

C.DOCUMENTS THAT ARE PERTINENT TO THE MATTERS TO BE RESOLVED IN THE

EXTRAORDINARY SHAREHOLDERSMEETING OF THE BM&FBOVESPA ............................. 15

Exhibit I -Plan For Concession Of Shares ............................................................................. 16

E hibit II C ti T bl Of Th P l F A d t Of Th B l 27


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PRACTICAL GUIDE TO THE EXTRAORDINARY SHAREHOLDERS MEETING OF

THE BM&FBOVESPA TO BE HELD ON APRIL 07, 2014

CLARIFICATIONS AND ORIENTATIONS

This Pratical Guide contains the clarifications that are necessary to facilitate the participation of

the shareholders in the Extraordinary Shareholders Meeting of the BM&FBOVESPA to be held

on April 07, 2014, as well as information concerning matters to be resolved by the shareholders.

This initiative seeks to coordinate the practices adopted by the Company of timely and

transparent communication with its shareholders and the requirements of Law No. 6.404, of

December 15, 1976, as subsequently amended (Corporations Law), and of CVM Instruction

No. 481, of December 17, 2009 (CVM Instruction No. 481).

In compliance with the determinations of the Corporations Law, the BM&FBOVESPA will hold

the Extraordinary Shareholders Meeting called for:

Date: April07, 2014

Venue: Praa Antnio Prado No. 48,

D t S P l /SP B il


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Paragraphs 1 to 8; (c.5) Article 13, main provision and Paragraphs 1 and 2; (c.6) Article

14, (c7) Article 15, main provision and Paragraphs 1 to 3; (c.8) Article 16, main

provision and indent "a"; (c.9) Article 17, main provision and Paragraph 1; (c.10)Article 18, main provision and Paragraphs 1 and 2; (c.11) Article 21, Sole Paragraph;

(c.12) Article 22, main provision and Paragraphs 3 and 4; (c.13) Article 23, Paragraphs

2, 3 and 6; (c.14) Article 24, main provision and Paragraphs 2, 3 and 6; (c.15) Article

26, main provision; (c.16) Article 27, main provision; (c.17) Article 29, indents "a", "d",

"e", "f" and "l"; (c.18) Article 31; (c.19) Article 35, indent "l"; (c.20) Article 38, indent

"f "; (c.21) Article 43, Paragraph 2, indent b; (c.22) Article 47, indent "j"; ( c.23)

Article 49, Paragraph 1, indent b; (c.24) Article 50, Sole Paragraph, indents "a" and

"c"; (c.25) Article 52, main provision, Paragraphs 1, 4 and 5; (c.26) Article 53,

Paragraph 1; (c.27) Article 54, Sole Paragraph; (c.28) Article 55, Paragraphs 3 to 6;

(c.29) Article 58, main provision; (c.30) Article 62, Paragraph 2; (c.31) Article 63, main

provision and Paragraph 2; (c.32) Article 64, main provision; (c.33) Article 65,

Paragraphs 2 and 3; (c.34) Article 70, Paragraph 1, indent " c ", Paragraph 4, indent a"

and Paragraph 5, indents "c", "d" and "e"; (c.35), Article 71; (c. 36) Article 73, indent

"b"; (c.37) Article 74, (c.38) Article 77; and (c.39) Article 79,for purposes of

remuneration, orthographic corrections and other formal and wording adjustments.

The information on the matters of the Extraordinary Shareholders Meeting is detailed in item B

of this Pratical Guide.


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It will be required to present the following documents, as the case may be:

Natural persons

ID of the shareholder or, if applicable, ID of his/herattorney-in-fact and the relevant power of attorney

Legal persons Corporate documents that evidence the legalrepresentation of the shareholder

ID of the legal representative

A.1. POWER OF ATTORNEY

A.1.1 Electronic Power of Attorney

With the purpose of facilitating and encouraging the participation of its shareholders the

BM&FBOVESPA will once again make available the Assembleias Online system, by meansof which the shareholders can grant powers of attorney for resolution on all of the matters of the

agenda of the shareholders meetings, by means of a valid digital certificate, either private or of

the Infraestrutura de Chaves Pblicas Brasileiras ICP-Brasil (Brazilian Public Code Keys

Infrastructure), on the terms of Provisional Remedy No. 2200-2, of August 24, 2001.

I d t t i I t t th h h ld t i t dd
http://www.assembleiasonline.com.br/


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If the shareholder already has a digital certificate issued by the ICP-Brasil, it is necessary only to

effect the registration and sign digitally the instrument of adherence or the instrument ofrepresentation, as the case may be, in order to be qualified to vote by means of the Assembleias

Online portal. Thus, the shareholder may proceed directly to Step 3 described below.

Step 2Validation of the registration and receipt of the private digital certificate:

a) The shareholder will receive by email from the Assembleias Online portal a list of

documents that are necessary for validation of the registration, including the instrument of

adherence or the instrument of representation, as the case may be. All of the documents must be

sent by mail to the Assembleias Online address shown in the mentioned email.

b) As soon as the documentation is validated by the Assembleias Online team the shareholder

will receive a new email showing the procedures for issuance of the Assembleias Online

Digital Certificate.

c) After issuance of the certificate the shareholder is ready to vote via Internet in the

Shareholders Meetings of the BM&FBOVESPA.

Step 3Granting of power of attorney by electronic means:


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For a renewal of the digital certificate issued by Certisign, it will be necessary to access the

administrative menu through the Assembleias Online address, and opt for the service of renewal

of digital certificate.

After confirming the validity of his/her/its digital certificate, the shareholder is qualified to grant

powers of attorney by means of the Assembleias Online platform, with observance of the

instructions shown in address www.assembleiasonline.com.br and of step 3 of item A.1.1.1

above.

A.1.2 Physical Power of Attorney

In addition to the granting of a power of attorney in electronic form, the powers of attorney may

also be granted in the traditional form, by means of a physical instrument.

On the terms of Article 126, Paragraph One, of the Corporations Law, the shareholder may berepresented by an attorney-in-fact that has been appointed since one (1) year ago and that is a

shareholder, attorney, financial institution or administrative officer of the Company.

If the shareholder cannot be present at the Shareholders Meeting or cannot be represented by an

attorney-in-fact of his/her/its choice, the Company makes available the names of three attorneys-

i f t t t hi /h /it f ll i th ti i t ti d d b th h h ld
http://www.assembleiasonline.com.br/http://www.assembleiasonline.com.br/http://www.assembleiasonline.com.br/


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Accordingly we present the sample of instrument of power of attorney below.

The Company will not require certified signatures and/or consularization of the instruments ofpower of attorney granted by the shareholders to their relevant representatives.

SAMPLE OF POWER OF ATTORNEY

POWER OF ATTORNEY

[SHAREHOLDER], [IDENTIFICATION] (Grantor), in its capacity as shareholder of

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (Company),

hereby establishes and appoints as its attorneys-in-fact:

Roberto Augusto Belchior da Silva, Brazilian, married, attorney, domiciled in thisCapital City of So Paulo, at Praa Antonio Prado No. 48, enrolled with at OAB/SP

under No. 113.495 and enrolled with the Individual Taxpayers Register of the Ministry

of Finance under CPF/MF No. 867.075.747-87, to vote FAVORABLY on the matters

shown in the agenda, in accordance with the orientation expressed below rendered by the

Grantor;


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In favor ( ) Against( ) Abstention( )

(2) To resolve on the amendment to the following articles of the Bylaws of the

BM&FBOVESPA, as per a Management Proposal:

(a) to alter Article 5 so as reflect the cancellation of 80,000,000 shares issued by the

Company, which was approved by the Board of Directors in a board meeting held on

February 13, 2014;


(b) alter Article 16, indent e, so that such provision can encompass plans for granting

shares; and


(c) alter (c.1) Article 6, main provision; (c.2) Article 7, main provision and Paragraphs 2,

3 and 4; (c.3) Article 8, Paragraph 2; (c.4) Article 12, main provision and Paragraphs 1

to 8; (c.5) Article 13, main provision and Paragraphs 1 and 2; (c.6) Article 14, (c7)

A ti l 15 i i i d P h 1 t 3 ( 8) A ti l 16 i i i d


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[City], [month] [day], [2014]

_____________________________

Grantor

By: (name)

(title)

A.1.2.1PRE-ACCREDITATION

For the case of granting powers of attorney by physical means, the documents referred to in A

and A.1.2 can be delivered at the headquarters of the BM&FBOVESPA up to the time for

opening the Shareholders Meetings.

However, aiming at facilitating the access of the shareholders to the Shareholders Meetings, we

ask that the delivery of such documents be made as early as possible, as from March 27, 2014.

The documents must be delivered at Praa Antonio Prado No. 48, 4 thfloor, Centro, CEP: 01010-

901, So Paulo/SPBrazil, care of the Investors Relations Executive Office, tel.: + 55 11 2565-

5142 il i@b fb b


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B. MATTERS TO BE RESOLVED IN THE EXTRAORDINARY SHAREHOLDERS MEETING OF

THE BM&FBOVESPA

On the terms of the Corporations Law the Extraordinary Shareholders Meeting must be called to

resolve on any matters that are not subject-matter of the Annual Shareholders Meeting, which

are: the financial statements, the allocation of net income, the establishment of the amount of

remuneration of the administrative officers and the election of the members of the Board of

Directors and of the Audit Committee (if applicable).

This Extraordinary Shareholders Meeting was called to resolve on the proposal of the Stock

Concession Plan of the Company and of amendment of provisions of the Bylaws. Below are

presented the clarifications by the BM&FBOVESPAs management concerning the items to be

resolved in the Extraordinary Shareholders Meeting:

First Item To resolve on adoption of a Stock Concession Plan of the Company, as per

the Management Proposal.

The Management proposes to the ShareholdersMeeting a resolution on the adoption of a Stock

Concession Plan of the Company (Stock Plan).

The primary objective of the proposed Stock Awards Plan is to help the Company advance its

i l d b tt li h it t i th b t i t t f h h ld


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On the terms of item 1 above, Management is proposing to the Extraordinary Shareholders

Meeting the adoption of a Stock Concession Plan, as instrument of long-term remuneration

applicable to the directors, executive officers and employees of the Company. Forimplementation of the mentioned Plan, if it be approved by the Meeting, in addition to prior

approval by the CVM, it would be recommendable to adjust certain statutory provisions.

Another adjustment that is being proposed consists of an amendment to Article 5, main

provision, of the Bylaws, considering that the Board of Directors of the BM&FBOVESPA, in a

meeting held on February 13, 2014, approved the cancellation of 80,000,000 shares issued by the

Company held in treasury, which were acquired within the scope of the programs for repurchase

of shares implemented by the Company, without reduction of its capital stock. As a result of the

mentioned cancellation, the subscribed and paid-in capital stock of two billion, five hundred and

forty million, two hundred and thirty-nine thousand, five hundred and six-three Reais and eighty-

eight cents (R$2,540,239,563.88) will then be represented by one billion, nine hundred million

(1,900,000,000) common shares.

Lastly, one is taking the opportunity to propose certain orthographic corrections in the text of the

Bylaws, particularly on account of the last reform of the Portuguese language.

In order to reflect the events above, as well as certain other formal and wording adjustments, it is

proposed to amend the following articles of the Bylaws of the BM&FBOVESPA:


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provision; (c.33) Article 65, Paragraphs 2 and 3; (c.34) Article 70, Paragraph 1, indent " c ",

Paragraph 4, indent a" and Paragraph 5, indents "c", "d" and "e"; (c.35), Article 71; (c. 36)

Article 73, indent "b"; (c.37) Article 74, (c.38) Article 77; and (c.39) Article 79, for purposes ofremuneration, orthographic corrections and other formal and wording adjustments.

A comparative table between the current version of the Bylaws of the Company and the version

proposed by Management, with their justifications, is shown in Exhibit II hereto.

C. DOCUMENTS THAT ARE PERTINENT TO THE MATTERS TO BE RESOLVED IN THE

EXTRAORDINARY SHAREHOLDERS MEETINGOF THE BM&FBOVESPA

The following documents are available for the Shareholders at the headquarters of the Company,

in its Investors Relations site (www.bmfbovespa.com.br/ri/), as well as in the BM&FBOVESPA

site (www.bmfbovespa.com.br)and Brazilian Securities Commission site (www.cvm.gov.br):

Call Notice Information on the proposal for the Plan for Concession of Shares Exhibit 13 of

CVM Instruction No. 481

Comparative table of the proposals of amendment to the Bylaws and theirrelevant justifications.
http://www.bmfbovespa.com.br/ri/http://www.bmfbovespa.com.br/ri/http://www.bmfbovespa.com.br/ri/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/ri/


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EXHIBIT I

PLAN FOR CONCESSION OF SHARESINFORMATION REQUIRED BY EXHIBIT 13

OF CVM INSTRUCTION No. 481

1. Copy of the proposed plan.

BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E FUTUROS

National Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) No.09.346.601/0001-25

State Registration Number (NIRE) 35.300.351.452

STOCK PLAN

approved by the Special Shareholders Meeting held on [XX] [X], 20XX.

1.Purpose of the Stock Plan1.1.The Purpose of the Stock Plan of BM&FBOVESPA S.A. Bolsa de Valores,Mercadorias e Futuros (Company or BM&FBOVESPA), created pursuant to theapplicable law and regulations of the Brazilian Securities Commission (CVM) (Stock Plan),is to provide the managers and employees of the Company and of its direct and indirectcontrolled companies (included in the concept of Company for the purposes of this Stock Plan)with the opportunity to become shareholders of the Company, consequently obtaining an

i d li f h i i i h h i f h h h ld d h i h


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3.2.The Board of Directors or the Committee, as the case may be, shall have broad powers, withdue regard for the provisions of the Stock Plan and, in relation to the Committee, the guidelinesof the Companys Board of Directors, for the organization and management of the Stock Plan

and the granting of shares.

3.2.1.Notwithstanding the provisions in the main section hereof, no decision of the Board ofDirectors or of the Committee shall, except for the adjustments permitted under the Stock Plan:(i) increase the total limit of the shares that may be granted; ( i i) modify or damage any rights orobligations of any existing agreement without the Beneficiarys consent; ( i i i) modify the rulesrelating to the granting of shares to the Board of Directors, as defined in item 12 below.

3.3.The Board of Directors or the Committee may, at any time, at all times with due regard forthe provisions in item3.2.1:(i) modify or discontinue the Stock Plan; (i i) establish, as proposed

by the Chief Executive Officer, goals relating to the performance of the employees and officersof the Company and its controlled companies, in such a manner to establish criteria for electionof the Beneficiaries or determination of the quantity of shares to be attributed to them; ( i i i)except for the provisions in item10.2 of this Stock Plan, accelerate any terms for transfer of theshares; and (iv) establish the regulations applicable to the omitted cases.

3.4.In the exercise of its incumbencies, the Board of Directors or the Committee, as the casemay be, shall be solely subject to the limits established by law, by the CVM regulations and bythe Stock Plan, not being required, under any isonomy or analogy rule, to extend to everyone theconditions that they deem to be solely applicable to some, with due regard for the peculiarities ofeach case.

3.5. The resolutions of the Board of Directors or the Committee, as the case may be, are bindingh C d h B fi i i i l i ll i h S k Pl


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the criteria for determination thereof, as provided for by item Erro! Fonte dereferncia no encontrada. above, and the management valuation period fordetermination thereof;

c) the term and conditions for transfer of the shares, which may be made in one or morelots; and

d) the rules about any restrictions to the transfer of the shares received and provisionsabout penalties in case of breach of such restrictions; and

e) any other provisions and conditions that are not in accordance with the Stock Plan orthe respective Program.

4.3.The transfer of shares to the Beneficiary shall solely take place upon the consummation ofthe conditions and terms set forth in this Stock Plan, in the Programs and Agreements, in such amanner that the granting of the right to receive the shares does not guarantee to the Beneficiary

by itself any rights in the shares and does not even represents any guarantee of receipt thereof.

4.4.The shares granted shall have the rights established in the Stock Plan and in the respectivePrograms and Agreements, provided that the Beneficiary shall not be entitled to receivedividends or any other proceeds before the definite transfer of such shares.

4.5.No share shall be delivered to the Beneficiary unless all legal, regulatory and contractualrequirements have been fully satisfied.

4.6.No provision of the Stock Plan, of any Program or of the Agreement shall entitle anyB fi i i l f h C h ll i i f i


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the law or the applicable regulations, restrict or prevent the trading of shares by theBeneficiaries.

6.Restrictions to the Transfer of Shares6.1.The Board of Directors or the Committee, as the case may be, may establish to theBeneficiaries a minimum period of unavailability for the sale, transfer or otherwise the disposalof the Companys shares received under the Stock Plan, as well as of those that may be received

by them in connection with bonuses, splitting, subscriptions or any other form of acquisition thatdoes not involve the disbursement of the Beneficiarys own funds, or securities that entitle to the

subscription or acquisition of shares, as long as such shares or securities have arisen to theBeneficiary from the ownership of shares under the Stock Plan.

6.1.1.The Board of Directors or the Committee, as the case may be, at its discretion, mayexempt the Beneficiaries from the minimum period of unavailability referred to in item Erro!Fonte de referncia no encontrada.above.

6.1.2.Unless otherwise specifically resolved by the Board of Directors or the Committee, as thecase may be, the disposal of the shares in any manner while the period set forth in item Erro!Fonte de referncia no encontrada.above has not elapsed shall result in Beneficiarys loss,without any right to indemnity, of the right to receive all shares not transferred yet to which theBeneficiary would be entitled under the same Program and Agreement.

6.2.The Beneficiary also undertakes not to encumber the shares, if they are subject to a period ofunavailability, and not to create any liens thereon that might prevent the enforcement of the

provisions of this Stock Plan.


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certain Beneficiaries, wholly or in part, whose relationship with the Company is terminatedpursuant to item 8.1.

8.2. In the event of retirement, the Beneficiary: (i) shall receive all shares the term for transfer ofwhich by the Company has already elapsed; and (ii) shall lose, without any indemnity, the rightto receive the shares the term of transfer of which by the Company has not elapsed yet, unlessthe Beneficiary undertakes not to provide services during at least twelve (12) months, with orwithout an employment relationship, to any companies and institutions that operate, evenindirectly, in the same markets as that of the Company.

9.Death and Permanent Disability9.1.If the Beneficiary dies or becomes permanently disabled to perform his/her duties in theCompany as a manager or an employee, the right to receive the shares granted shall be ensuredto the Beneficiary or his/her heirs and successors, as the case may be. The shares granted shall betransferred, whether or not the terms set forth in the Agreement have elapsed. In case of death,the heirs and successors shall receive the shares in the form of last will, as established in the

probate proceeding or in an applicable court order.

9.2.In the events set forth in item9.1,the shares that may be received by the Beneficiary, his/herheirs or successors shall be free and clear for transfer, sale or disposal at any time.

10.Adjustments10.1.If the quantity of shares existing in the Company is increased or decreased as a result ofshare bonuses, grouping or splitting, proper adjustments shall be made to the quantity of shares

d h d A i l i h h f d h fi i i


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12.Granting of Shares to the Members of the Board of Directors12.1.The granting of shares to members of the Board of Directors under this Stock Plan shallcomply with the general provisions set forth in this Stock Plan, especially the provisions of thisitem 12 (Granting to the Board).

12.1.1.The rules set forth in this item 12 shall prevail in case of conflict with the other rules ofthis Stock Plan and the provisions of this item 12 shall not be modified by the Board of Directorsor the Committee, in view of the exercise of the duties set forth in items 3.2 and 3.3.

12.2.The members of the Board of Directors are eligible to be beneficiaries of the Granting tothe Board as from the date of the Shareholders Meeting that elects them for the position, or anyother term that may be determined by the Shareholders Meeting.

12.3.The Beneficiaries that are members of the Board of Directors shall be granted on a yearlybasis, jointly, a total of up to 172,700 shares issued by the Company, to be linearly distributedamong the members of the Board of Directors, pursuant to the resolution of the Shareholders

Meeting. The measures for consummation of the granting and for execution of the respectiveAgreements shall be taken by the Executive Board.

12.3.1.Any waiver of the right to receive shares by a member of the Board of Directors shall benotified in writing, mandatorily before the execution of the respective Agreement.

12.4.Any grating to the Board shall be made in a single lot, on the same dates of approval of thePrograms for granting of shares to the other Beneficiaries of this Stock Plan.


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item 12.5 above.

12.6.4.In case of expiration of the term of office due to death or permanent disability, all sharesgranted that have not been transferred to the Beneficiary yet shall be transferred to him/her or tohis/her heirs and successors, as the case may be, and the right to the shares shall be apportionedamong the heirs or successors as provided for by the last will, as established in the probate

proceeding or the applicable court order.

13.Additional Obligations13.1.Adhesion. The execution of the Agreement implies express, irrevocable and irreversibleacceptance of all provisions of the Stock Plan and the Program by the Beneficiary, whoundertakes to fully comply therewith.

13.2.Specific Performance. The obligations set forth in the Stock Plan, in the Programs and inthe Agreement are undertaken on an irrevocable basis and shall be valid as an extrajudicialexecution instrument under the civil procedural law, being binding upon the parties and theirrespective successors at any time and on any account whatsoever. The parties establish that said

obligations are subject to specific performance, as provided for by articles 466-A and 466-C etseq of the Code of Civil Procedure.

13.3.Assignment. The rights and obligations arising out of the Stock Plan and the Agreementshall not be assigned or transferred by either party, wholly or in part, or given as a guarantee ofany obligations, without the prior and written consent of the other party.

13.4.Novation. It is expressly agreed that the failure of either party to exercise any right, power,i il d b l b h k l b h h ll b d d


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Commission (CVM), as market regulator.

e. Criteria determining the exercise periodUnder the proposed Awards Plan, a grant of stock awards will be decided by the Board ofDirectors or Compensation Committee, as applicable, pursuant to the terms of the relevantAwards Program regarding share lots (staggered awards) and vesting periods, and implementedin line with the relevant Award Grant Agreement executed the each grantee (GrantAgreements), provided the terms and conditions of the grant are complied with. However, weshould stress no exercise periods or exercise deadlines would apply. Instead, there would bevesting periods only.

f. Form of settlementAs indicated under item dabove, the objectives of the proposed Awards Plan include, amongother things, to give the Company the ability (after obtaining prior approval from the marketregulator) to grant stock awards by reissuing treasury stock to selected eligible beneficiaries that,in the course of their work for the Company or its subsidiaries, as the case may be, meet certain

performance-related standards and requirements, however, without requiring grantees to pay

consideration for the award. Thus, provided prior approval is obtained from the CVM, as long asthe eligible beneficiaries may have met the standards and requirements set forth under theAwards Plan and the relevant Awards Program, as well as the terms of the Grant Agreements,they would be entitled to award shares and Management required to take action to implement thegrant transferring the shares.

Furthermore, the proposed Awards Plan rules allow the Company to suspend transfers of awardshares on a temporary basis at any time and under any circumstance where by operation of law


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extent any such shares or securities are attributable to shares originally acquired within the scopeof the Awards Plan. Thus, unless otherwise expressly authorized by decision of the Board ofDirectors or Compensation Committee, as applicable, any form of disposition of award shares, or

shares and securities derived from award shares, in contravention of the lock-up restrictionwould entail loss of the right to shares granted under the relevant Awards Program and GrantAgreement.

In addition, grantees would be required to refrain from encumbering any award shares subject tolock-up restriction, or establishing a lien which would hamper the execution of the Awards Planor curtail its effects.

3. Justification for the proposed plan, including explanations regarding:

a. Primary objectives of the planThe primary objectives of the proposed Awards Plan are to help the Company advance its

expansion plans and better accomplish its corporate purposes in the best interest of shareholdersby rewarding officers and high level executives of both the Company and its subsidiaries withthe possibility of becoming shareholders and, thus, better aligning their interests to those of theuniverse of shareholders, and of the Company and its subsidiaries. Moreover, this incentiveshould give us an important talent attraction and retention tool which would also enhance ourability to retain the officers and high level executives.

b. How the plan contributes to attaining these objectives


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d. How the plan aligns the interests of beneficiaries to the interests of the Company in thenear-, mid- and long-term.

The proposed Awards Plan includes drivers and mechanisms to have eligible beneficiaries aligntheir interests to those of the Company over different time horizons, such as vesting periods andstaggered awards, as well as lock-up periods. Staggered awards allow for share transfers to take

place gradually over time, are an important retention tool and a key driver of outstandingperformance in the longer term, as they give grantees an opportunity to increase their holdings inaward shares over the course of time and, such as a lock-up restriction, represent an incentive forgrantees to share in the value of their hard work in the longer run.

4. Estimate of expenses with the company is expected to incur as a result of adopting the plan, perrelevant accounting standards.

The proposed Awards Plan would comprise a number of shares as of each grant daterepresenting up to 2.5% of the shares of capital stock, thus limiting the overall number of shares

awardable at any time over the term of the plan. Therefore, based on the number of shares issuedand outstanding as of December 31, 2013, the Awards Plan would comprise a total of 49,500.000shares (as at that date). .

Under the proposed Awards Plan rules, the Board of Directors or Compensation Committee, asapplicable, would from time to time establish Awards Programs, which would define: (i) theeligible beneficiaries; (ii) the total number of shares awardable under the program; (iii) the

performance-related standards and requirements (include performance targets) by which grantees


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EXHIBIT II

COMPARATIVE TABLE OF THE PROPOSALS FOR AMENDMENT OF THE BYLAWS

CURRENT BYLAWS AMENDED BYLAWS AMENDMENT JUSTIFICATION

BYLAWS OF BM&FBOVESPA S.A.

BOLSA DE VALORES, MERCADORIAS e FUTUROS

BYLAWS OF BM&FBOVESPA S.A.

BOLSA DE VALORES, MERCADORIAS e FUTUROSTN: Spelling corrections to the Portuguese

language not reproduced herein

CHAPTER I CHAPTER I

NAME, HEADQUARTERS, VENUE, PURPOSE AND

DURATION

NAME, HEADQUARTERS, VENUE, PURPOSE AND

DURATION

Article 1. BM&FBOVESPA S.A. BOLSA DE VALORES,

MERCADORIAS E FUTUROS (Company) is a corporation

governed by these Bylaws and by applicable law.

Article 1. BM&FBOVESPA S.A. BOLSA DE VALORES,

MERCADORIAS E FUTUROS (Company) is a corporation

governed by these Bylaws and by applicable law.

Sole paragraph. The shares of BM&FBOVESPA S.A. Bolsa

de Valores, Mercadorias e Futuros (BM&FBOVESPA), the

Brazilian Securities, Commodities and Futures Exchange,

have been listed to trade on the Stock Exchange special

listing segment named Novo Mercado. Accordingly, the

Company, the shareholders, the Directors and Officers

and the Fiscal Council members (if the council is active)

are bound by the Novo Mercado Listing Rules (Novo

Mercado Listing Rules)

Sole Paragraph. The shares of BM&FBOVESPA S.A. Bolsa

de Valores, Mercadorias e Futuros (BM&FBOVESPA), the

Brazilian Securities, Commodities and Futures Exchange,

have been listed to trade on the Stock Exchange special

listing segment named Novo Mercado. Accordingly, the

Company, the shareholders, the Directors and Officers

and the Fiscal Council members (if the council is active)

are bound by the Novo Mercado Listing Rules (Novo

Mercado Listing Rules)

Article 2. The Company has registered office and jurisdiction

in the city of So Paulo, state of So Paulo. Upon a decision

of the Executive Management Board, the Company may

Article 2. The Company has registered office and jurisdiction

in the city of So Paulo, state of So Paulo. Upon a decision

of the Executive Management Board, the Company may


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28

open and close branches, offices or other establishments and

facilities anywhere in Brazil or abroad.

open and close branches, offices or other establishments and

facilities anywhere in Brazil or abroad.

Article 3. The Companys corporate purpose is to conduct or

hold shares in the capital of companies undertaking the

following activities:

Article 3. The Companys corporate purpose is to conduct or

hold shares in the capital of companies undertaking the

following activities:

I Surveillance of exchange markets for the organization,development and maintenance of free and open markets for

the trading of all types of securities, titles or contracts that

have as references or are backed to spot or future indexes,

indicators, rates, merchandise, currencies, energies,

transportation, commodities and other assets or rights

directly or indirectly related to them, in terms of cash or

future settlement;

I Surveillance of exchange markets for the organization,development and maintenance of free and open markets for

the trading of all types of securities, titles or contracts that

have as references or are backed to spot or future indexes,

indicators, rates, merchandise, currencies, energies,

transportation, commodities and other assets or rights

directly or indirectly related to them, in terms of cash or

future settlement;

II Maintenance of systems for the trade and auction and

special operations of securities, derivatives, rights and titles

in the organized exchange market or in the over-the-countermarket;

II Maintenance of systems for the trade and auction and

special operations of securities, derivatives, rights and titles

in the organized exchange market or in the over-the-countermarket;

III Rendering of registration, clearing and physical and

financial settlement services, through an internal body or a

company specially incorporated for this purpose, as main

and guarantor counterparty for the final clearance or not,

according to the law in effect and Companys regulations:

III Rendering of registration, clearing and physical and

financial settlement services, through an internal body or a

company specially incorporated for this purpose, as main

and guarantor counterparty for the final clearance or not,

according to the law in effect and Companys regulations:

(a) of the transactions carried out and/or registered in any of

the systems listed in items I and II above; or

(a) of the transactions carried out and/or registered in any of

the systems listed in items I and II above; or

(b) of the transactions carried out and/or registered with

other exchanges, markets or trading systems,

(b) of the transactions carried out and/or registered with

other exchanges, markets or trading systems,

IV Rendering of services of centralized depositary and

fungible and non-fungible custody of commodities, securities

and any other physical and financial assets;

IV Rendering of services of centralized depositary and

fungible and non-fungible custody of commodities, securities

and any other physical and financial assets;


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29

V Rendering of customization, classification, analysis,

quotation, preparation of statistics, training of personnel,

preparation of studies, publications, information, library and

software development services related to the Companys

interests and the participants of the markets under the

Companys direct or indirect surveillance and its interests;

V Rendering of customization, classification, analysis,

quotation, preparation of statistics, training of personnel,

preparation of studies, publications, information, library and

software development services related to the Companys

interests and the participants of the markets under the

Companys direct or indirect surveillance and its interests;

VI Rendering of technical, administrative, and

management support for market development, as well as

undertaking of educational, promotional and publishing

activities related to its corporate purpose and to the markets

which are under the Companys surveillance;

VI Rendering of technical, administrative, and

management support for market development, as well as

undertaking of educational, promotional and publishing

activities related to its corporate purpose and to the markets

which are under the Companys surveillance;

VII Undertaking of other similar or related activities

expressly authorized by the Securities Commission; and

VII Undertaking of other similar or related activities

expressly authorized by the Securities Commission; and

VIII Holding shares in the capital of other companies or

associations, headquartered in Brazil or abroad, whether as a

partner, shareholder or associate, under the regulations ineffect.

VIII Holding shares in the capital of other companies or

associations, headquartered in Brazil or abroad, whether as a

partner, shareholder or associate, under the regulations ineffect.

Sole Paragraph. Within the powers that are conferred to it by

Law 6,385/1976 and by the regulations in effect, the

Company must:

Sole Paragraph. Within the powers that are conferred to it by

Law 6,385/1976 and by the regulations in effect, the

Company must:

(a) issue regulations relating to the granting of Access

Permits to different trading, registration and settlement

systems under the Companys surveillance or by

companies that are controlled by it (Access Permits),

establishing the terms, conditions and procedures for thegranting of such authorizations (Access Regulation);

(a) issue regulations relating to the granting of Access

Permits to different trading, registration and settlement

systems under the Companys surveillance or by

companies that are controlled by it (Access Permits),

establishing the terms, conditions and procedures for thegranting of such authorizations (Access Regulation);

(b) establish rules safekeeping equitable commercial and

trading principles and high ethical standards for people

who act in the markets under the direct or indirect

surveillance of the Company, as well as to regulate the

transactions and decide operating questions involving

(b) establish rules safekeeping equitable commercial and

trading principles and high ethical standards for people

who act in the markets under the direct or indirect

surveillance of the Company, as well as to regulate the

transactions and decide operating questions involving


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30

the holders of Access Permits to the same markets; the holders of Access Permits to the same markets;

(c) regulate the activities of the holders of Access Permits in

the systems and markets under the Companys

surveillance;

(c) regulate the activities of the holders of Access Permits in

the systems and markets under the Companys

surveillance;

(d) establish mechanisms and rules to mitigate the risk of

default of obligations by the holders of Access Permits, asto the transactions undertaken and/or registered in any of

the Companys trading, registration and clearing

systems;

(d) establish mechanisms and rules to mitigate the risk of

default of obligations by the holders of Access Permits, asto the transactions undertaken and/or registered in any of

the Companys trading, registration and clearing

systems;

(e) monitor the transactions traded and/or registered in any

of the Companys trade, registration, clearing and

settlement systems, as well as all of those regulated by it;

(e) monitor the transactions traded and/or registered in any

of the Companys trade, registration, clearing and

settlement systems, as well as all of those regulated by it;

(f) monitor the activities of the holders of Access Permits, as

participants and/or intermediaries to the transactions

undertaken and/or registered in any of the trade,registration and clearing systems under the surveillance

of the Company, as well as all those regulated by it; and

(f) monitor the activities of the holders of Access Permits, as

participants and/or intermediaries to the transactions

undertaken and/or registered in any of the trade,registration and clearing systems under the surveillance

of the Company, as well as all those regulated by it; and

(g) impose penalties to those who violate legal, regulatory

and operating rules, under the surveillance of the

Company.

(g) impose penalties to those who violate legal, regulatory

and operating rules, under the surveillance of the

Company.

Article 4. The Company has an unlimited duration. Article 4. The Company has an unlimited duration.

CHAPTER II CHAPTER IICAPITAL STOCK, SHARES AND SHAREHOLDERS CAPITAL STOCK, SHARES AND SHAREHOLDERS

Article 5. The capital stock of the Company amounts to

R$2,540,239,563.88, representing 1,980,000,000 common

registered shares, fully paid-in and with no par value. The

Company shall not be permitted to issue preferred shares or

Article 5. The capital stock of the Company amounts to

R$2,540,239,563.88, representing 1,9800,000,000 common

registered shares, fully paid-in and with no par value. The

Company shall not be permitted to issue preferred shares or

CONTINGENT ON THE BOARD APPROVING THE

CANCELLATION OF 80,000,000 TREASURY

SHARES.


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31

participation certificates. participation certificates.

Article 6. All of the shares issued by the Company are book-

entry and deposited with a financial institution authorized

by the Brazilian Securities Commission (Comisso de Valores

Mobilirios), or CVM, in the name of their holders.

Article 6. All of the shares issued by the Company are book-

entry and deposited with a financial institution authorized

by the Brazilian Securities Commission (Comisso de Valores

Mobilirios), or CVM, in the name of their holders.

Sole paragraph. The cost of the transfer and registration, aswell as the cost of the service related to book-entry shares

can be charged directly to the shareholder by the transfer

agent, as may come to be defined in the book-entry share

contract.

Sole paragraph. The cost of the transfer and registration, aswell as the cost of the service related to book-entry shares

can be charged directly to the shareholder by the transfer

agent, as may come to be defined in the book-entry share

contract.

Article 7. Each common share entitles the holder to one vote

in decisions taken in Annual or Extraordinary Shareholders

Meetings, provided that, due regard given to the provision

under item (d) of paragraph 5 of Article 70, no shareholder or

Shareholder Group (as defined under Article 73) shall be

entitled to vote shares in excess of 7% of the total number ofshares issued by the Company.

Article 7. Each common share entitles the holder to one vote

in decisions taken in Annual or Extraordinary Shareholders

Meetings, provided that, due regard given to the provision

under item (d) of paragraph 5 of Article 70, no shareholder or

Shareholder Group (as defined under Article 73) shall be

entitled to vote shares in excess of 7% of the total number ofshares issued by the Company.

Paragraph 1. For purposes of the voting cap established in

the main provision, and without prejudice to the provision

under paragraph 2 of this Article, where two or more

shareholders agree a voting or other agreement for concerted

exercise of voting rights, each of the signatory parties thereto

shall be deemed to constitute, and vote, as a Shareholder

Group, subject therefore to the voting cap established under

the main provision of this Article.

Paragraph 1. For purposes of the voting cap established in

the main provision, and without prejudice to the provision

under paragraph 2 of this Article, where two or more

shareholders agree a voting or other agreement for concerted

exercise of voting rights, each of the signatory parties thereto

shall be deemed to constitute, and vote, as a Shareholder

Group, subject therefore to the voting cap established under

the main provision of this Article.

Paragraph 2. The shareholders shall not permitted to agree

preconcerted voting arrangements (whether or not under a

shareholders agreement filed with the Company) whereby

the resulting voting pool exceeds the individual voting cap

set forth in the main provision of this Article.

Paragraph 2. The shareholders shall not permitted to agree

preconcerted voting arrangements (whether or not under a

shareholders agreement filed with the Company) whereby

the resulting voting pool exceeds the individual voting cap

set forth in the main provision of this Article.

Paragraph 3. In a shareholders meeting, the chair shall be Paragraph 3. In a shareholders meeting, the chair shall be


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32

responsible for enforcing the provisions of this Article, and

for declaring the number of votes each shareholder or

Shareholder Group is entitled to cast when polled.

responsible for enforcing the provisions of this Article, and

for declaring the number of votes each shareholder or

Shareholder Group is entitled to cast when polled.

Paragraph 4. Any vote in excess of the voting cap established

in this Article shall be disregarded.

Paragraph 4. Any vote in excess of the voting cap established

in this Article shall be disregarded.

Article 8. Pursuant to a decision of the Board of Directors,the Company is authorized to increase the shares of capital

stock up to a limit of two billion five hundred million

(2,500,000,000) common shares, irrespective of amending

these bylaws.

Article 8. Pursuant to a decision of the Board of Directors,the Company is authorized to increase the shares of capital

stock up to a limit of two billion five hundred million

(2,500,000,000) common shares, irrespective of amending

these bylaws.

Paragraph 1. In the event contemplated under the main

provision of this Article, the Board of Directors shall

determine the issue price and number of shares in the issue,

as well as the payment date and payment terms.

Paragraph 1. In the event contemplated under the main

provision of this Article, the Board of Directors shall

determine the issue price and number of shares in the issue,

as well as the payment date and payment terms.

Paragraph 2. Provided it shall do so within the limit of theauthorized share capital, the Board of Directors may also: (i)

decide on the issuance of warrants; (ii) pursuant to a plan

approved at a Shareholders Meeting, grant stock options to

management members and employees of the Company or

any subsidiary, and to natural persons providing services to

any of the latter two, whereas limiting or suspending the

preemptive rights of shareholders; and (iii) increasing the

capital by approving the capitalization of profits or reserves,

whether or not by issuing bonus shares

Paragraph 2. Provided it shall do so within the limit of theauthorized share capital, the Board of Directors may also: (i)

decide on the issuance of warrants; (ii) pursuant to a plan

approved at a Shareholders Meeting, grant stock options to

management members and employees of the Company or

any subsidiary, and to natural persons providing services to

any of the latter two, whereas limiting or suspending the

preemptive rights of shareholders; and (iii) increasing the

capital by approving the capitalization of profits or reserves,

whether or not by issuing bonus shares.

Article 9. In the event a shareholder defaults on paying theissue price for shares it has subscribed, the debt will have to

be paid as accruing default interest at a rate of 1% per month,

plus adjustment for inflation calculated (in the shortest

legally permissible time interval) pursuant to the General

Market Price Index (IGP-M), and a 10% fine over the unpaid

principal, without prejudice to other applicable legal remedies.

Article 9. In the event a shareholder defaults on paying theissue price for shares it has subscribed, the debt will have to

be paid as accruing default interest at a rate of 1% per month,

plus adjustment for inflation calculated (in the shortest

legally permissible time interval) pursuant to the General

Market Price Index (IGP-M), and a 10% fine over the unpaid

principal, without prejudice to other applicable legal remedies.


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Article 10. Every shareholder or Shareholder Group is

required to disclose by notice to the Company (which shall

include the information required under Article 12 of CVM

Ruling No. 358/2002) any share purchases which in the

aggregate result in ownership interest in excess of 5% of the

shares of capital stock. Thereafter, a similar disclosure

requirement applies with regard to subsequent purchases of

additional lots of shares representing over 2.5% of the shares

of capital stock (or any multiples thereof).

Article 10. Every shareholder or Shareholder Group is

required to disclose by notice to the Company (which must

include the information required under Article 12 of CVM

Ruling No. 358/2002) any share purchases which in the

aggregate result in ownership interest in excess of 5% of the

shares of capital stock. Thereafter, a similar disclosure

requirement applies to subsequent purchases of additional

lots of shares in the aggregate representing over 2.5% of the

shares of capital stock (or any multiple thereof).

Paragraph 1. If the aforementioned share acquisitions are

aimed to bring about, or do lead to, a change of control or a

change in the Companys management structure, or

otherwise trigger a tender offer requirement (per CHAPTER

VIII and applicable law and regulations), the acquiring

shareholder or Shareholder Group shall also be required to

release and disclose such information to the market

(including the information required under Article 12 of CVM

Ruling No. 358/2002) by means of publishing announcements

in the same widely-circulated newspapers customarily used

by the Company for its own publications.

Paragraph 1. If the aforementioned share acquisitions are

aimed to bring about, or do lead to, a change of control or a

change in the Companys management structure, or

otherwise trigger a tender offer requirement (per CHAPTER

VIII and applicable law and regulations), the acquiring

shareholder or Shareholder Group shall also be required to

release and disclose such information to the market

(including the information required under Article 12 of CVM

Ruling No. 358/2002) by means of publishing announcements

in the same widely-circulated newspapers customarily used

by the Company for its own publications.

Paragraph 2. The obligations foreseen in this Article shall

likewise apply to holders of securities convertible into shares,

warrants and purchase options convertible, exercisable or

exchangeable for shares representing the same levels of

ownership interest as set forth above.

Paragraph 2. The obligations foreseen in this Article shall

likewise apply to holders of securities convertible into shares,

warrants and purchase options convertible, exercisable or

exchangeable for shares representing the same levels of

ownership interest as set forth above.

Paragraph 3. The shareholders or Shareholder Groups shall

also be required to disclose (per the main provision of thisArticle) any share sale or divestment by which their holdings

in shares and other Company securities set forth above are

reduced by 5% of the total number shares of stock.

Paragraph 3. The shareholders or Shareholder Groups shall

also be required to disclose (per the main provision of thisArticle) any share sale or divestment by which their holdings

in shares and other Company securities set forth above are

reduced by 5% of the total number shares of stock.

Paragraph 4. The breach of the provisions of this Article shall

subject the breaching party(ies) to the penalty provided for in

Paragraph 4. Any violation of the provisions of this Article

shall be subject to the penalties set forth under Article 16,


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Article 16, item (i), and in Article 18. item (i), and Article 18 of these Bylaws.

Paragraph 5. The Investor Relations Officer shall be required

to send (as soon as practicable) copies of such notices to the

CVM and the stock exchanges on which Company securities

are listed to trade.

Paragraph 5. The Investor Relations Officer shall be required

to send (as soon as practicable) copies of such notices to the

CVM and the stock exchanges on which Company securities

are listed to trade.

Article 11. The issuance of new shares, debenturesconvertible into shares or warrants placed by sale on a stock

exchange, public subscription or share swap in tender offers

for the acquisition of control under Articles 257 through 263

of Brazilian Corporate Law*, or, also, under a special tax

incentive law, can take place without the shareholders being

given a preemptive right in the subscription or with a

reduction in the minimum period provided for in law to

exercise it.

Article 11. The issuance of new shares, debenturesconvertible into shares or warrants placed by sale on a stock

exchange, public subscription or share swap in tender offers

for the acquisition of control under Articles 257 through 263

of Brazilian Corporate Law*, or, also, under a special tax

incentive law, can take place without the shareholders being

given a preemptive right in the subscription or with a

reduction in the minimum period provided for in law to

exercise it.

CHAPTER III CHAPTER IIISHAREHOLDERS MEETING SHAREHOLDERS MEETING

Article 12. The shareholders shall meet ordinarily within the

first four months after the year closes to decide on the

matters set forth under Article 132 of Brazilian Corporate

Law*, and, extraordinarily, whenever the interests of the

Company so require.

Article 12. The shareholders shall meet ordinarily within the

first four months after the year closes to decide on the

matters set forth under Article 132 of Brazilian Corporate

Law*, and, extraordinarily, whenever the interests of the

Company so require.

Paragraph 1. The Shareholders Meeting has the authority to

decide on all acts related to the Company, as well as to

decide in the best interests of the Company.

Paragraph 1. The Shareholders Meeting has the authority to

decide on all acts related to the Company, as well as to

decide in the best interests of the Company.

Paragraph 2. The Annual Shareholders Meeting and the

Extraordinary Shareholders Meeting can be called

cumulatively and held at the same place, date and time, and

recorded in a single set of minutes.

Paragraph 2. The Annual Shareholders Meeting and the

Extraordinary Shareholders Meeting can be called

cumulatively and held at the same place, date and time, and

recorded in a single set of minutes.


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Paragraph 3. A Shareholders Meetingshall be called by the

Board of Directors on the decision of the majority of its

members or, also, in the cases provided for in these Bylaws

and in the sole paragraph of Article 123 of Brazilian

Corporate Law*.

Paragraph 3. A Shareholders Meeting shall be called by the

Board of Directors on the decision of the majority of its

members or, also, in the cases provided for in these Bylaws

and in the sole paragraph of Article 123 of Brazilian

Corporate Law*.

Paragraph 4. The documents pertinent to the matter to be

decided on at the Shareholders Meetings must be madeavailable to the shareholders, at the headquarters of the

Company, on the date of the publication of the first call

notice, except in those cases in which the law or a regulation

in effect requires that they be made available for a longer

period.

Paragraph 4. The documents pertinent to the matter to be

decided on at the Shareholders Meetings must be madeavailable to the shareholders, at the headquarters of the

Company, on the date of the publication of the first call

notice, except in those cases in which the law or a regulation

in effect requires that they be made available for a longer

period.

Paragraph 5. The Shareholders Meeting shall be held, on the

first call, with the presence of shareholders representing at

least 25% of the capital stock, except when the law requires a

higher quorum; and, on the second call, with any number of

shareholders.

Paragraph 5. The Shareholders Meeting shall be held, on the

first call, with the presence of shareholders representing at

least 25% of the capital stock, except when the law requires a

higher quorum; and, on the second call, with any number of

shareholders.

Paragraph 6. A quorum to convene the extraordinary

shareholders meeting on first call for the purpose of

amending these Bylaws shall require attendance by holders

of record representing at least two-thirds of the issued and

outstanding shares of capital stock, provided the meeting

may convene on second call with any number of attending

shareholders.

Paragraph 6. A quorum to convene the extraordinary

shareholders meeting on first call for the purpose of

amending these Bylaws shall require attendance by holders

of record representing at least two-thirds of the issued and

outstanding shares of capital stock, provided the meeting

may convene on second call with any number of attending

shareholders.

Paragraph 7. Shareholders Meetings shall be presided over

by the Chair of the Board of Directors or by a person

appointed by the Chair. In the absence of the Chair, a

Shareholders Meeting shall be presided over by the Vice

Chair or an appointee. The chair of the Shareholders

Meeting shall appoint one of the attendees to act as secretary.

Paragraph 7. Shareholders Meetings shall be presided over

by the Chair of the Board of Directors or by a person

appointed by the Chair. In the absence of the Chair, a

Shareholders Meeting shall be presided over by the Vice

Chair or an appointee. The chair of the Shareholders

Meeting shall appoint one of the attendees to act as secretary.

Paragraph 8. It shall be the exclusive responsibility of the

Chair of the Meeting, subject to the rules established in these

Bylaws, to make any decision regarding the number of votes

Paragraph 8. It shall be the exclusive responsibility of the

Chair of the Meeting, subject to the rules established in these

Bylaws, to make any decision regarding the number of votes


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of each shareholder, which decision may be appealed to the

Shareholders Meeting itself, in which decision the interested

party shall not vote.

of each shareholder, which decision may be appealed to the

Shareholders Meeting itself, in which decision the interested

party shall not vote.

Article 13. Before a shareholders meeting convenes, the

attending shareholders shall be required to sign the

Shareholders Attendance List in the proper register,

identifying themselves by name, place of residence and

number of shares of record.

Article 13. Before a shareholders meeting convenes, the

attending shareholders shall be required to sign the

Shareholders Attendance List in the proper register,

identifying themselves by name, place of residence and

number of shares of record.

Paragraph 1. The list of shareholders present shall be closed

by the Chair of the Meeting, immediately after the

instatement of Shareholders Meeting.

Paragraph 1. The list of shareholders present shall be closed

by The Chair of the Meeting shall close the Shareholders

Attendance List,promptly upon convening the shareholders

meeting.

Amended for language consistency with

the main provision of article 13.

Paragraph 2. Tardy shareholders appearing after the closing

of the list of shareholders present shall be allowed to

participate in the meetings but may not vote their shares on

any matter whatsoever.

Paragraph 2. Tardy shareholders appearing after the closing

of the Shareholders Attendance Listlist of shareholdersshall

be allowed to participate in the meetings but may not vote

their shares on any matter whatsoever.

Amended for language consistency with

the main provision of article 13.

Article 14. The Company must begin the registration of the

shareholders to take part in the Shareholders Meeting at

least forty-eight (48) hours in advance, it being the

responsibility of the shareholder to present: (i) certificate

issued by the transfer institution for the book-entry shares

owned, in accordance of terms and conditions of Article 126

of Brazilian Corporate Law*. This proof shall be dated no

later five days before the date of the Shareholders Meeting.

The Company, at its discretion, may dispense the

presentation of this proof; and (ii) a proxy statement and/or

documents that evidence the powers of legal representationof the shareholder. The shareholder or its legal

representatives shall present the Shareholders Meeting

documents that prove his or her identity.

Article 14. The Company must begin the registration of the

shareholders to take part in the Shareholders Meeting at

least forty-eight (48) hours in advance, it being the

responsibility of the shareholder to present: (i) certificate

issued by the transfer institution for the book-entry shares

owned, in accordance of terms and conditions of Article 126

of Brazilian Corporate Law*. This proof shall be dated no

later five days before the date of the Shareholders Meeting.

The Company, at its discretion, may dispense the

presentation of this proof; and (ii) a proxy statement and/or

documents that evidence the powers of legal representationof the shareholder. The shareholder or its legal

representatives shall present the Shareholders Meeting

documents that prove his or her identity.

Article 15. Unless otherwise provided by law, and giving

due regard to the provisions of Article 7 and of paragraph 2

of Article 63 of these Bylaws, at Shareholders Meetings

Article 15. Unless otherwise provided by law, and giving

due regard to the provisions of Article 7 and of paragraph 2

of Article 63 of these Bylaws, at Shareholders Meetings


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decisions shall pass by the affirmative vote of holders of

record of a majority of the shares represented at the meeting,

not computing abstentions.

decisions shall pass by the affirmative vote of holders of

record of a majority of the shares represented at the meeting,

not computing abstentions.

Paragraph 1. Decisions taken in a shareholders meeting to

amend or eliminate any of the provisions set forth under

Article 69, in particular where the effects thereof curtail

shareholder rights under a tender offer requirement, shallstrictly adhere to the voting cap set forth in Article 7 of these

Bylaws.

Paragraph 1. Decisions taken in a shareholders meeting to

amend or eliminate any of the provisions set forth under

Article 69, in particular where the effects thereof curtail

shareholder rights under a tender offer requirement, shallstrictly adhere to the voting cap set forth in Article 7 of these

Bylaws.

Paragraph 2. A Shareholders Meeting shall deliberate and

decide only on matters included in the order of business,

such as announced in the related call notice, with no open-

ended discussions.

Paragraph 2. A Shareholders Meeting shall deliberate and

decide only on matters included in the order of business,

such as announced in the related call notice, with no open-

ended discussions.

Paragraph 3. The minutes of Shareholders Meetings shall be

prepared based business transacted and action taken at the

meetings, certified by the proper officers and signed by theattending shareholders

Paragraph 3. The minutes of Shareholders Meetings shall be

prepared based business transacted and action taken at the

meetings, certified by the proper officers and signed by theattending shareholders

Article 16. It shall be incumbent on shareholders convening

in a Shareholders Meeting, among other actions prescribed

by law and these Bylaws to decide on the matters set forth

below:

Article 16. It shall be incumbent on shareholders convening

in a Shareholders Meeting, among other actions prescribed

by law and these Bylaws to decide on the matters set forth

below:

(a) Review and judge the management report and financial

statements;

(a) Review and judge the management report and financial

statements;

(b) Determine the allocation of net income for the year and

approve dividend distributions based on the

management proposal;

(b) Determine the allocation of net income for the year and

approve dividend distributions based on the

management proposal;

(c) Elect and remove the Directors and the members of the

Fiscal Council, if active;

(c) Elect and remove the Directors and the members of the

Fiscal Council, if active;

(d) Set the aggregate compensation of the members of the (d) Set the aggregate compensation of the members of the


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Board of Directors and the Executive Management

Board, as well as the compensation of fiscal council

members, if elected, having regard for the provisions of

Article 17;

Board of Directors and the Executive Management

Board, as well as the compensation of fiscal council

members, if elected, having regard for the provisions of

Article 17;

(e) Approve stock option plans of any type concerning

options attributable to officers, employees and service

providers of the subsidiaries;

(e) Approve stock option or stock award plans of any type

concerning options attributable to officers, employees

and service providers of the subsidiaries;

Stock awards have been added to the

provision in connection with the Stock

Award Plan, which we are submitting forthe consideration of shareholders

convening in the Combined Annual and

Extraordinary Meeting.

(f) Approve profit sharing programs for management

members giving regard to applicable legal limits, and

employee profit sharing plans, in accordance with the

human resources policy of the Company;

(f) Approve profit sharing programs for management

members giving regard to applicable legal limits, and

employee profit sharing plans, in accordance with the

human resources policy of the Company;

(g) Approve proposals for the Company to delist from the

Novo Mercado listing segment or a going private process

ultimately resulting in cancellation of the registration asa public company;

(g) Approve proposals for the Company to delist from the

Novo Mercado listing segment or a going private process

ultimately resulting in cancellation of the registration asa public company;

(h) Based on a list of selected firms provided by the Board of

Directors, appoint a specialized firm to determine the

economic value of the Company shares and prepare the

valuation report, in the event of a going private process

for cancellation of the registration as a public company,

or of delisting from the Novo Mercado, as contemplated

under CHAPTER VIII hereof;

(h) Based on a list of selected firms provided by the Board of

Directors, appoint a specialized firm to determine the

economic value of the Company shares and prepare the

valuation report, in the event of a going private process

for cancellation of the registration as a public company,

or of delisting from the Novo Mercado, as contemplated

under CHAPTER VIII hereof;

(i) Suspend the rights of a shareholder, as provided under

Article 120 of Brazilian Corporate Law* and Article 18 of

these Bylaws;

(i) Suspend the rights of a shareholder, as provided under

Article 120 of Brazilian Corporate Law* and Article 18 of

these Bylaws;

(j) Approve acquisitions of ownership interest in other

companies and/or associations or joint ventures or

consortia, where the value of any such interest is in

excess of three times the Reference Amount;

(j) Approve acquisitions of ownership interest in other

companies and/or associations or joint ventures or

consortia, where the value of any such interest is in

excess of three times the Reference Amount;


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(k) Approve any disposition of a material portion of the

Company assets or its trademarks; and

(k) Approve any disposition of a material portion of the

Company assets or its trademarks; and

(l) Approve transactions such as a merger with another

company, a share-for-share merger, or a consolidation or

spin-off transaction, or a transformation of corporate

type, or the dissolution of the Company, for this purpose

giving regard to any legally prescribed quorum toresolve, except where the CVM may have authorized a

lower quorum, such as foreseen under paragraph 2 of

article 136 of Brazilian Corporate Law*.

(l) Approve transactions such as a merger with another

company, a share-for-share merger, or a consolidation or

spin-off transaction, or a transformation of corporate

type, or the dissolution of the Company, for this purpose

giving regard to any legally prescribed quorum toresolve, except where the CVM may have authorized a

lower quorum, such as foreseen under paragraph 2 of

article 136 of Brazilian Corporate Law*.

Minor language adjustments.

Article 17. The Shareholders Meeting shall set the aggregate

compensation of the members of the Board of Directors and

Executive Management Board, and shall allocate the portion

attributable to each body.

Article 17. The Shareholders Meeting shall set the aggregate

compensation of the members of the Board of Directors and

Executive Management Board, and shall allocate the portion

attributable to each body.

Paragraph 1. Due regard given to the compensation

allocation established by the Shareholders Meeting, as

provided in the main provision of this Article, the Board of

Directors shall set the compensation of the Chief Executive

Officer, and the latter shall determine the individual

compensation of each Executive Officer.

Paragraph 1. Due regard given to the compensation

allocation established by the Shareholders Meeting, as

provided in the main provision of this Article, the Board of

Directors shall set the compensation of the Chief Executive

Officer, and the latter shall determine the individual

compensation of each Executive Officer.

Paragraph 2. The Directors and Executive Officers shall only

be entitled to profit sharing payments relative to years in

which profits are sufficient to ensure the shareholders are

paid the mandatory dividend established under Article 202

of Brazilian Corporate Law*.

Paragraph 2. The Directors and Executive Officers shall only

be entitled to profit sharing payments relative to years in

which profits are sufficient to ensure the shareholders are

paid the mandatory dividend established under Article 202

of Brazilian Corporate Law*.

Article 18. Shareholders convening in a shareholders

meeting shall be entitled to approve a suspension of the

rights, including voting rights, of any shareholder or

Shareholder Group for noncompliance with any legal or

regulatory provision or the provision of these Bylaws.

Article 18. Shareholders convening in a shareholders

meeting shall be entitled to approve a suspension of the

rights, including voting rights, of any shareholder or

Shareholder Group for noncompliance with any legal or

regulatory provision or the provision of these Bylaws.

Paragraph 1. In the event contemplated in this Article, Paragraph 1. In the event contemplated in this Article,


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shareholders individually or jointly representing at least 5%

of the outstanding shares shall be entitled to call a

shareholders meeting to decide on suspending the rights of

a noncompliant shareholder if, having given reasoned notice

requesting the Board of Directors to do so, the latter were to

let eight days elapse without calling the meeting. The notice

to the Board of Directors shall identify the event of

noncompliance and the noncompliant shareholder orShareholder Group.

shareholders individually or jointly representing at least 5%

of the outstanding shares shall be entitled to call a

shareholders meeting to decide on suspending the rights of

a noncompliant shareholder if, having given reasoned notice

requesting the Board of Directors to do so, the latter were to

let eight days elapse without calling the meeting. The notice

to the Board of Directors shall identify the event of

noncompliance and the noncompliant shareholder orShareholder Group.

Paragraph 2. Any Shareholders Meeting that decides for

suspending the rights of a shareholder or Shareholder Group

shall be responsible, among other things, for deciding on the

extent and period of suspension, provided, however, no such

action may suspend a shareholders legally prescribed rights

to monitor corporate management and request information

from management.

Paragraph 2. Any Shareholders Meeting that decides for

suspending the rights of a shareholder or Shareholder Group

shall be responsible, among other things, for deciding on the

extent and period of suspension, provided, however, no such

action may suspend a shareholders legally prescribed rights

to monitor corporate management and request information

from management.

Paragraph 3. The suspension of rights shall cease as soon asthe shareholder resumes compliance and fulfills the

obligation.

Paragraph 3. The suspension of rights shall cease as soon asthe shareholder resumes compliance and fulfills the

obligation.

Article 19. Where a shareholder has or represents interests

that conflict with the interest of the Company in any matter

submitted for consideration at a shareholders meeting, such

shareholder shall be required to abstain from interfering in

the deliberations and voting the relevant motion. Under

article 115 of Brazilian Corporate Law*, a shareholder thatinterferes in, or votes on any matter in which he or she or it

has or represents conflicting interest, shall be deemed to beacting in abuse of voting power.

Article 19. Where a shareholder has or represents interests

that conflict with the interest of the Company in any matter

submitted for consideration at a shareholders meeting, such

shareholder shall be required to abstain from interfering in

the deliberations and voting the relevant motion. Under

article 115 of Brazilian Corporate Law*, a shareholder thatinterferes in, or votes on any matter in which he or she or it

has or represents conflicting interest, shall be deemed to beacting in abuse of voting power.

CHAPTER IV CHAPTER IV

MANAGEMENT MANAGEMENT


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Paragraph 1. The Directors shall not hold positions in the

Executive Management Boards of either the Company or its

subsidiaries.

Paragraph 1. The Directors shall not hold positions in the

Executive Management Boards of either the Company or its

subsidiaries.

Paragraph 2. The Board of Directors shall adopt an Internal

Regulation establishing its own operating guidelines, rules

on the rights and responsibilities of the Directors and the

relationships with the Executive Management Board andwith other corporate bodies.

Paragraph 2. The Board of Directors shall adopt an Internal

Regulation establishing its own operating guidelines, rules

on the rights and responsibilities of the Directors and the

relationships with the Executive Management Board andwith other corporate bodies.

Paragraph 3. With regard to the voting process for election of

Directors, it shall be incumbent on the Chair of the

Shareholders Meeting to determine the voting system by

which the shareholders will be polled, while having due

regard for the provisions of Articles 23 and 24 of these

Bylaws.

Paragraph 3. With regard to the voting process for election of

Directors, it shall be incumbent on the Chair of the

Shareholders Meeting to determine the voting system by

which the shareholders will be polled, while having due

regard for the provisions of Articles 23 and 24 of these

Bylaws.

Paragraph 4. Unless upon a waiver pronounced at a

Shareholders Meeting, the eligibility requirements forcandidate directors shall include those that are set forth

below, in addition to the requirements set forth under

applicable Law and regulations.

Paragraph 4. Unless upon a waiver pronounced at a

Shareholders Meeting, the eligibility requirements forcandidate directors shall include those that are set forth

below, in addition to the requirements set forth under

applicable Law and regulations.

(a) being over 25 years old; (a) being over 25 years old;

(b) having an upstanding reputation, and proficient

knowledge of the functions, operations and practices of

the capital markets operated by the Company and/or its

subsidiaries;

(b) having an upstanding reputation, and proficient

knowledge of the functions, operations and practices of

the capital markets operated by the Company and/or its

subsidiaries;

(c) not having a spouse, domestic partner or relative to the

second degree serving as director or officer of, or

employed with, the Company or any of its subsi

extraordinary shareholders' meeting - 04.07.2014 - practical guide

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