extraordinary shareholders' meeting - 05.13.2014 - practical guide

PRACTICAL GUIDE OF BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E

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EXTRAORDINARY SHAREHOLDERS’ MEETING TO BE HELD ON MAY 13, 2014

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PRACTICAL GUIDE TO THE EXTRAORDINARY

SHAREHOLDERS’ MEETING


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São Paulo, April 11, 2014

Dear Shareholders,

I am pleased to invite you to an Extraordinary General Meeting set to convene on May 13, 2014,

at 11 a.m., in our registered office premises at Praça Antônio Prado 48, downtown in São Paulo,

State of São Paulo, Brazil. The call notice for the meeting is set to be published in the “Valor

Econômico” newspaper on April 14, 2014, and in the Official Gazette of the State of São Paulo

on April 15, 2014.

I 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.

Additionally, along with the Management’s Proposal it encloses, 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.

I should clarify the topics in the meeting agenda are the same we had planned to put forward to

you at the April 7 extraordinary meeting. However, having been unable to do so at that time, we

are now inviting you to convene in extraordinary meeting next May 13 so you can consider our

proposals. Moreover, we have since made changes designed to improve the proposed Stock

Awards Plan, so that you will find the Management’s Proposal now submitted to you differs

somewhat from the one released at the time we called the April 7 meeting.

In any event, let me add a word on the proposed Stock Awards Plan, which we view as a long-term

incentive tool that would allow us to reissue treasury stock and award shares to beneficiaries that,

through their hard work and dedication to our Company or its subsidiaries, meet performance-

related standards and cost-savings goals set by us.

In adopting this Stock Awards Plan, our primary objectives are to align the interests of eligible

beneficiaries (officers and executives of the Company and its subsidiaries) to yours, as

shareholders, while we remain competitive in attracting and retaining top high level talent. The

proposed Plan would give us the ability not only to keep pace with market practices and offer


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enticing compensation packages but, more importantly, would provide a strong incentive for our

officers and executives to perform their work in the best interest of the Company and, therefore,

yours as well.

I should add it is our intent, in case you approve the proposed Stock Awards Plan, to discontinue

the existing Stock Options Plan after we implement the former.

We value your opinion and consider extremely important that you participate in our meeting.

Shareholders’ meetings provide a unique venue for discussions on proposals we seek to

implement and for informed decision-making on matters of consequence for our future.

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

Meetings” platform 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/), and in our website (at www.bmfbovespa.com.br) and that of the

Brazilian Securities Commission (Comissão de Valores Mobiliários), or CVM (at

www.cvm.gov.br).

Finally, please bear in mind that if a quorum to convene the extraordinary meeting on first call is

not achieved, we will be calling the meeting to convene on second call in due course at a later

date.

Yours sincerely,

Pedro Pullen Parente

Chairman of the Board

http://www.onlinegeneralmeetings.com/

http://www.assembleiasonline.com.br/

http://www.bmfbovespa.com.br/ri/

http://www.bmfbovespa.com.br/

http://www.cvm.gov.br/



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TABLE OF CONTENTS

CLARIFICATIONS AND ORIENTATIONS .......................................................................... 5

A. PARTICIPATION IN THE EXTRAORDINARY SHAREHOLDERS’ MEETING ............................... 7

A.1. POWER OF ATTORNEY .......................................................................................................... 7

A.1.1 Electronic Power of Attorney ........................................................................................... 7

A.1.1.1 Shareholders not registered on the Assembleias Online platform ............................ 8

A.1.1.2 Shareholders already registered on the Assembleias Online platform .................... 9

A.1.2 Physical Power of Attorney ............................................................................................ 10

A.1.2.1 PRE-ACCREDITATION .................................................................................................... 13

A.2. PUBLIC PROXY REQUESTS .................................................................................................. 13

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

BM&FBOVESPA...................................................................................................................... 14

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

EXTRAORDINARY SHAREHOLDERS’ MEETING OF THE BM&FBOVESPA ............................. 16

Exhibit I - Plan For Concession Of Shares ............................................................................. 18

Exhibit II - Comparative Table Of The Proposals For Amendment Of The Bylaws ......... 30


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PRACTICAL GUIDE TO THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF

THE BM&FBOVESPA TO BE HELD ON MAY 13, 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 May 13, 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: May 13, 2014

Venue: Praça Antônio Prado No. 48,

Downtown, São Paulo/SP – Brazil

Time: 11:00 a.m.

In the Extraordinary Shareholders’ Meeting the following matters included in the agenda will be

resolved:

(1) Adopting a Stock Awards Plan, as set forth in the relevant Management’s Proposal; and

(2) Amending the following provisions of the Bylaws of BM&FBOVESPA, as set forth in

the relevant Management’s Proposal:

(a) Article 5 – amendment to state the number of shares currently issued and

outstanding, following the cancellation of 80,000,000 treasury shares approved at a

meeting of the Board of Directors held on February 13, 2014, with no change in the

capital stock amount;

(b) Article 16, indent ‘e’ – amendment to include mention to a stock awards plan; and


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(c) general amendments to improve language, correct misspellings and make other

formal and wording adjustments, as follows (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 through 8; (c.5) Article 13, main provision and

paragraphs 1 and 2; (c.6) Article 14; (c.7) Article 15, main provision and paragraphs 1

through 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 through 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.

We should clarify the topics in the meeting agenda are the same as included in the agenda for the

extraordinary shareholders’ meeting held on April 7, 2014. Pursuant to decisions then taken by

attendee shareholders, as set forth in the minutes of that meeting, we are resubmitting all of these

proposals to shareholders so they are considered and voted upon in a single meeting due to

certain correlations between the two main topics of the agenda. Such meeting was previously

scheduled to take place on April 22, 2014.

However, the Stock Awards Plan Proposal released previously in connection with the

extraordinary meeting of April 7, 2014, has since changed on account of certain improvements

the Board of Directors of the Company approved at a meeting held on April 10, 2014.

Accordingly, pursuant to Call Notice published on this date, we will now be submitting these

proposals for shareholder action to be taken in a single meeting convening on May 13, 2014, on

first call on, rather than on the meeting previously scheduled for April 22, 2014. This should give

shareholders more time to consider the proposed Stock Awards Plan.


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

of this Pratical Guide.

A. PARTICIPATION IN THE EXTRAORDINARY SHAREHOLDERS’ MEETING

The participation of the Shareholders in the Meeting of the Company is of extreme importance.

We inform that for convening a Extraordinary Shareholders’ Meeting it will be necessary to have

the presence of shareholders that represent at least one quarter (1/4) of the capital stock of the

Company to resolve on the proposal of a Stock Concession Plan. While for the resolution

relative to the proposals of amendment of the Bylaws of the Company the quorum for convening

is of at least two thirds (2/3) of its capital stock. If these quorums are not attained, the Company

will announce a new date for holding the Extraordinary Shareholders’ Meeting on second call,

which can convene with the presence of any number of shareholder. If only the quorum that is

necessary for convening the Extraordinary Shareholders’ Meeting for resolution on the proposals

of amendment to the Bylaws of the Company is not attained, the meeting will again be called so

as to, on second call, resolve only on this item of the agenda and on the proposal of restatement

of the Bylaws.

The participation of the shareholders can be personal or by a duly established attorney-in-

fact.

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/her

attorney-in-fact and the relevant power of attorney

Legal persons Corporate documents that evidence the legal

representation 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 means


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of 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 Públicas Brasileiras – ICP-Brasil (Brazilian Public Code Keys

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

In order to vote via Internet the shareholder must register on address

www.assembleiasonline.com.br and obtain cost-free his/her/its digital certificate. The

shareholders as from now may initiate the procedures to register and obtain the digital certificate.

A power of attorney granted via the electronic platform must follow the rules described in item

A.1.2 below for appointment of the attorneys-in-fact. We note that in the case of the Company

announce new date for the Extraordinary Shareholders’ Meeting, on second call, the platform

"Assembleias Online" will also be made available to shareholders at that time.

A.1.1.1 Shareholders not registered on the Assembleias Online platform

Step 1 – Registration on the portal:

a) Access address www.assembleiasonline.com.br, click on “cadastro e certificado” and select

the adequate profile (individual or legal entity shareholder);

b) Complete the register, click on cadastrar, confirm the data and you will immediately have

access to the instrument of adherence in the case of an individual, or to the instrument of

representation in the case of a legal entity. The instrument must be printed, initialed on all of the

pages and executed with a certified signature.

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 of

representation, 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 2 – Validation 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.




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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 3 – Granting of power of attorney by electronic means:

a) After completion of the steps designated above, in order to exercise your voting right by

electronic power of attorney access address www.assembleiasonline.com.br, insert your login,

select the Meetings of the BM&FBOVESPA, vote and sign the power of attorney electronically;

b) The shareholder will receive proof of his/her/its vote by email from the “Assembleias Online”

portal.

The shareholder will have the period from April 29, 2014 to 6:00 p.m. on May 12, 2014 to grant

a power of attorney through the “Assembleias Online” portal.

A.1.1.2 Shareholders already registered on the Assembleias Online platform

In the event that the shareholder has already carried out previously steps 1 and 2 of item A.1.1.1

above, he/she/it must verify the validity of his/her/its digital certificate, so that if the term of

effectiveness as expired he/she/it can provide for its renewal.

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.




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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 be

represented 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-

in-fact to represent him/her/it following the voting orientation rendered by the shareholder:

1) To vote FAVORABLY on the matters shown in the agenda:

Roberto Augusto Belchior da Silva, Brazilian, married, attorney, domiciled in this Capital City

of São Paulo at Praça Antonio Prado No. 48, enrolled with at OAB/SP (Brazilian Bar

Association – Chapter São Paulo) under No. 113.495 and enrolled with the Individual Taxpayers

Register of the Ministry of Finance under CPF/MF No. 867.075.747-87.

2) To vote AGAINST on the matters shown in the agenda:

Marcelo de Siqueira Ferraz, Brazilian, divorced, business administrator, domiciled in this

Capital City of the State of São Paulo at Praça Antonio Prado No. 48, bearer of Identity Card RG

No. 15.992.504-SSP/SP, enrolled with CPF/MF under No. 800.202.676-49.

3) To ABSTAIN on the matters shown in the agenda:

Érico Rodrigues Pilatti, Brazilian, single, attorney, domiciled in this Capital City of the State of

São Paulo at Praça Antonio Prado No. 48, ID No. 30.386.458-8–SSP/SP, enrolled with the

CPF/MF under No. 221.402.578-20.

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 of

power of attorney granted by the shareholders to their relevant representatives.


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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 this

Capital City of São Paulo, at Praça 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;

Marcelo de Siqueira Ferraz, Brazilian, divorced, business administrator, domiciled in

this capital City of the State of São Paulo, at Praça Antonio Prado No. 48, bearer of

Identity Card RG No. 15.992.504-SSP/SP, enrolled with CPF/MF under No.

800.202.676-49, to vote AGAINST on the matters shown in the agenda, in accordance

with the orientation expressed below rendered by the Grantor;

Érico Rodrigues Pilatti, Brazilian, single, attorney, domiciled in this Capital City of the

State of São Paulo, at Praça Antonio Prado No. 48, ID No. 30.386.458-8–SSP/SP,

enrolled with the CPF/MF under No. 221.402.578-20, to ABSTAIN on the matters

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

Grantor;

granting to them powers to attend, examine, discuss and vote on behalf of the Grantor in

the Extraordinary Shareholders’ Meeting of the Company to be held on May 13, 2014, at

11:00 a.m., at Praça Antonio Prado No. 48, Downtown, in the City of São Paulo, State of

São Paulo, at the Company headquarters, in accordance with the orientations established

below, concerning the following matters shown in the Agenda.

Agenda


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(1) Adopting a Stock Awards Plan, as set forth in the relevant Management’s Proposal;

and

In favor ( ) Against( ) Abstention( )

(2) Amending the following provisions of the Bylaws of BM&FBOVESPA, as set

forth in the relevant Management’s Proposal:

(a) Article 5 – amendment to state the number of shares currently issued and

outstanding, following the cancellation of 80,000,000 treasury shares approved at a

meeting of the Board of Directors held on February 13, 2014, with no change in the

capital stock amount;




(c) general amendments to improve language, correct misspellings and make other

formal and wording adjustments, as follows(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 through 8; (c.5) Article 13, main provision and

paragraphs 1 and 2; (c.6) Article 14; (c.7) Article 15, main provision and paragraphs 1

through 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 through 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


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(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.


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

_____________________________

Grantor

By: (name)

(title)

A.1.2.1 PRE-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 April 29, 2014.

The documents must be delivered at Praça Antonio Prado No. 48, 6th

floor, Centro, CEP: 01010-

901, São Paulo/SP – Brazil, care of the Investors Relations Executive Office, tel.: + 55 11 2565-

5142, email: [email protected].

A.2. PUBLIC PROXY REQUESTS

Shareholders that detain zero-point-five percent (0.5%) or more of the capital stock may enter

public proxy requests on the “Assembleias Online” system, on the terms of the Corporations

Law and of CVM Instruction No. 481.

The public proxy requests must be accompanied by a draft of the power of attorney and by the

information and other documents required in CVM Instruction No. 481, particularly in its


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Exhibit 23, and delivered at Praça Antonio Prado No. 48, 7th

floor, Downtown, Postal Code:

01010-901, São Paulo/SP – Brazil, care of the Products and Investors Relations Executive

Officer of the Company, Mr. Eduardo Refinetti Guardia.

The Company will fulfill the public proxy requests submitted by the shareholders within two (2)

business days counting from the date of the relevant request, showing the same highlight on the

“Assembleias Online” system as for the other documents made available by the Company.

The Company and its management are not responsible for the information contained in public

proxy requests made by shareholders.

B. MATTERS TO BE DELIBERATED IN THE EXTRAORDINARY SHAREHOLDERS MEETING

OF BM&FBOVESPA

Pursuant to the provisions of the Corporations Law, the Extraordinary Shareholders’ Meeting

shall be called to deliberate on any matters that are not covered by the Annual Shareholders’

Meeting, namely: financial statements, the allocation of net income, the establishment of the

amount of remuneration for management and the election of the members of the Board of

Directors.

This Extraordinary Shareholders Meeting has been called to deliberate on the proposal for the

Company to adopt a Stock Awards Plan and to amend provisions of the Bylaws. Below are the

BM&FBOVESPA management’s clarifications concerning the items to be considered in the

Extraordinary Shareholders’ Meeting:

First Item Deliberation on the adoption of a Stock Awards Plan by the Company, as

per the Management Proposal.

Management proposes to the general shareholders’ meeting deliberation on the Company

adopting a Stock Awards Plan (the “Stock Awards Plan”).

This Stock Awards Plan represents an improvement to the Company’s long-term incentive

practices and aims primarily to help us advance our expansion plans and better accomplish

corporate purposes in the best interest of shareholders, by granting management and employees

of the Company and its direct and indirect subsidiaries the opportunity of becoming, and thus

aligning their interests with, shareholders. It also enables the Company and its subsidiaries to

attract and retain high-level management and employees.

We emphasize that this proposed Stock Awards Plan includes enhancements to the proposal

existing at the time we called the extraordinary general meeting of April 07, 2014. These


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enhancements were approved at a Board meeting held on April 10, 2014, and are presented in

greater detail in the document attached hereto as Appendix I, along with the information required

under Annex 13 of Brazilian Securities Commission (CVM) Ruling 481/2009 and the full text of

the Stock Awards Plan now proposed.

We also stress that, consistent with article 23 of CVM Ruling 10/1980, that if the proposed Stock

Awards Plan is approved at the shareholders’ meeting, it will still have to be submitted to the

Brazilian Securities Commission for approval.

Moreover, if the proposed Stock Awards Plan is approved and implemented, the Company will

discontinue the granting of stock options under the existing Stock Options Plan, while observing

the vested rights and obligations of existing grantees.

Second item To resolve on the proposals for amendment to the Bylaws of the

BM&FBOVESPA, as per the Management Proposal.

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. For

implementation 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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(a) Article 5 – amendment to state the number of shares currently issued and outstanding,

following the cancellation of 80,000,000 treasury shares approved at a meeting of the Board of

Directors held on February 13, 2014, with no change in the capital stock amount;


(c) general amendments to improve language, correct misspellings and make other formal

and wording adjustments, as follows(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 through 8; (c.5) Article 13, main provision and paragraphs 1 and 2; (c.6)

Article 14; (c.7) Article 15, main provision and paragraphs 1 through 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 through

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.

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

http://www.bmfbovespa.com.br/ri/

http://www.bmfbovespa.com.br/



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CVM Instruction No. 481

Comparative table of the proposals of amendment to the Bylaws and their

relevant justifications.

We stress that in order to clarify any doubts the Investors Relations Executive Office should be

contacted on telephones +55 11 2565-4007, 2565-4729, 2565-4418, 2565-4834 or 2565-4207 or

by email sent to [email protected].

mailto:[email protected]


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EXHIBIT I

PLAN FOR CONCESSION OF SHARES – INFORMATION 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 AWARDS PLAN

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

1. Purpose of the Stock Awards Plan

1.1. The Purpose of the Stock Awards Plan of BM&FBOVESPA S.A. – Bolsa de Valores,

Mercadorias e Futuros (“Company” or “BM&FBOVESPA”), created pursuant to the applicable law and

regulations of the Brazilian Securities Commission (“CVM”) (“Stock Awards Plan”), is to provide the

managers and employees of the Company and of its direct and indirect controlled companies (included in

the concept of Company for the purposes of this Stock Awards Plan) with the opportunity to become

shareholders of the Company, consequently obtaining an increased alignment of their interests with the

interests of the shareholders and sharing the capital market risks, as well as enabling the Company and its

controlled companies to attract and retain its managers and employees.

1.2. The managers and employees of the Company and controlled companies (“Beneficiaries”) are

eligible to take part in the Stock Awards Plan, with due regard for the provisions of item 12 of this Stock

Awards Plan.

2. Shares Included in the Stock Awards Plan

2.1. Shares may be granted within the scope of this Stock Awards Plan, in the course of its term of

effectiveness, up to 2.5% of the total shares of the Company’s capital stock, verified on its granting date.

2.1.1. The limit set forth in item 2.1 does not take into account the shares actually transferred under this

plan and the remaining balances of other Plans in effect as of the date of approval of this Stock Awards

Plan.

2.2. For the purposes of this Stock Awards Plan, the Company shall use shares held in treasury, with due

regard for the CVM rules.

3. Management of the Stock Awards Plan

3.1. The Stock Awards Plan shall be directly managed by the Board of Directors or, at its discretion, by

the Company’s Remuneration Committee (“Committee”).


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3.2. The Board of Directors or the Committee, as applicable, shall define annually the total number of

shares to be granted to the Beneficiaries according to the results achieved by the Company in compliance

with objective performance goals, which shall include, at least, profit goals and expected results for the

fiscal year, as determined by the Board of Directors.

3.3. The Board of Directors or the Committee, as applicable, may grant for an annual fiscal year, subject

to the provisions of item 3.2, the maximum of up to 0.8% of the total capital of the Company, as

ascertained on its grant date.

3.4. The Board of Directors or the Committee, as the case may be, shall have broad powers, with due

regard for the provisions of the Stock Awards Plan and, in relation to the Committee, the guidelines fixed

by the Company’s Board of Directors, for the organization and management of the Stock Awards Plan

and the granting of shares.

3.4.1. Notwithstanding the provisions in the main section hereof, no decision of the Board of Directors or

of the Committee shall, except for the adjustments permitted under the Stock Awards Plan: (i) increase

the total limit of the shares that may be granted; (ii) modify or damage any rights or obligations of any

existing agreement without the Beneficiary’s consent; (iii) modify the rules relating to the granting of

shares to the Board of Directors, as defined in item 12 below.

3.5. The Board of Directors or the Committee may, at any time, at all times with due regard for the

provisions in item 3.4.1: (i) modify or discontinue the Stock Awards Plan; (ii) establish, as proposed by

the Chief Executive Officer, goals relating to the performance of the employees and officers of the

Company and its controlled companies, in such a manner to establish criteria for election of the

Beneficiaries or determination of the quantity of shares to be attributed to them; (iii) except for the

provisions in item 10.2 of this Stock Awards Plan, accelerate any terms for transfer of the shares; and (iv)

establish the regulations applicable to omitted cases.

3.6. In the exercise of its responsibilities, the Board of Directors or the Committee, as the case may be,

shall be solely subject to the limits established by law, by the CVM regulations and by the Stock Awards

Plan, not being required, under any rule of equal condition under the law or analogy, to extend to

everyone the conditions that they deem to be solely applicable to some, with due regard for the

peculiarities of each case.

3.7. The resolutions of the Board of Directors or the Committee, as the case may be, are binding upon the

Company and the Beneficiaries in relation to all matters concerning the Stock Awards Plan.

4. Provisions and Conditions for granting of shares

4.1. The Board of Directors or the Committee, as the case may be, shall create Stock Awards Programs

(“Programs”) from time to time, which shall define: (i) the Beneficiaries; (ii) the total number of shares of

the Company subject to granting, subject to the provisions in item 3.2 and 3.3; (iii) criteria for election of

the Beneficiaries and determination of the quantity of shares to be allocated, subject to the provisions in

item 4.1.2 and 4.1.3; (iv) the division of the shares in lots, subject to the provisions in item 4.1.1; (v)

waiting periods for transfer of the shares, subject to the provisions in item 4.1.1; (vi) any restrictions to

the transfer of shares received by the Beneficiaries, pursuant to item Erro! Fonte de referência não

encontrada. below; and (vii) any provisions about penalties.

4.1.1. For each Program, a minimum total term of three (3) years from that Program's stock grant date and

the last date for transfer of stock granted to the same Program shall be respected. Moreover, a minimum

waiting period of twelve (12) months shall be respected between: (i) the Program’s grant date and the first

transfer date of any lot of shares from that Program and (ii) between each of the lots of shares of that


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program, after the first transfer.

4.1.2. The Board of Directors or the Committee, as appropriate, shall establish ranges on the number of

shares that will be tied to the expected profits of the Company, subject to Section 3.2, and the level of

responsibility and strategic importance of the function that the Beneficiary exercises.

4.1.3. The granting of shares shall be conditioned on the achievement of goals by the Beneficiaries and

individual assessment of performance and potential.

4.1.4. The granting of shares to members of the Board of Directors is subject to the provisions set forth in

item 12 below.

4.2. When each Program is launched, the Board of Directors or the Committee, as the case may be, shall

determine the terms and conditions for granting shares in a Stock Awards Agreement (“Agreement”), to

be entered into by and between the Company and each Beneficiary. The Agreement shall define at least

the following conditions:

a) the quantity of shares that the Beneficiary shall be entitled to receive, in accordance with the

Program, as long as the terms and conditions established therein are satisfied;

b) the term and conditions for transfer of the shares, subject to item 4.1.1;

c) rules about any restrictions on the transfer of the shares received and provisions about

penalties in case of breach of such restrictions; and

d) any other provisions and conditions that are not in accordance with the Stock Awards Plan or

the respective Program.

4.3. The transfer of shares to the Beneficiary shall solely take place upon the consummation of the

conditions and terms set forth in this Stock Awards Plan, in the Programs and Agreements, in such a

manner 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 Awards Plan and in the respective

Programs and Agreements, provided that the Beneficiary shall not be entitled to receive dividends or any

other proceeds before the definite transfer of such shares.

4.5. No share shall be transferred to the Beneficiary unless all legal, regulatory and contractual

requirements have been fully satisfied.

4.6. No provision of the Stock Awards Plan, of any Program or of the Agreement shall entitle any

Beneficiary to remain as a manager or employee of the Company, nor shall it interfere in any manner with

the Company’s rights to terminate, at any time, the manager’s term of office or the employee’s

employment contract.

4.7. The shares granted under the Stock Awards Plan have no relationship and are not related to its fixed

remuneration or occasional profit sharing.

4.8. The Beneficiary shall have none of the rights and privileges of the Company’s shareholders, except

those referred to in the Stock Awards Plan, upon the granting of the right to receive the shares that are the

purpose of the respective Program and Agreement. The Beneficiary shall solely have the rights and

privileges inherent in the condition of shareholder after the final transfer of the shares.


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5. Transfer of the shares under the Agreement

5.1. The shares shall be transferred to the Beneficiaries in accordance with the lots and in the period set

forth in the respective Agreement, as long as the conditions established in the Stock Awards Plan, the

Program and the Agreement are met.

5.1.1. It shall be incumbent upon the Company’s management to take all measures required to formalize

the transfer of the shares under the Agreement.

5.2. The Beneficiaries are subject to the rules that restrict the use of privileged information applicable to

publicly-held corporations in general and to those established by the Company.

5.2.1. The Board of Directors or the Committee, as the case may be, may determine the suspension of

receipt of the shares under the Agreement whenever situations occur that, under the law or the applicable

regulations, restrict or prevent the trading of shares by the Beneficiaries.

6. Restrictions on the Transfer of Shares

6.1. The Board of Directors or the Committee, as the case may be, may establish for the Beneficiaries a

minimum lock-up period for the sale, transfer or otherwise the disposal of the Company’s shares received

under the Stock Awards Plan, as well as of those that may be received by them in connection with

bonuses, splitting, subscriptions or any other form of acquisition that does not involve the disbursement of

the Beneficiary’s own funds, or securities that entitle subscription to or acquisition of shares, as long as

such shares or securities have arisen for the Beneficiary from the ownership of shares under the Stock

Awards Plan.

6.1.1. The Board of Directors or the Committee, as the case may be, at its discretion, may exempt the

Beneficiaries from the minimum lock-up period referred to in item Erro! Fonte de referência não

encontrada. above.

6.1.2. Unless otherwise specifically resolved by the Board of Directors or the Committee, as the case may

be, the disposal of the shares in any manner while the period set forth in item Erro! Fonte de

referência não encontrada. above has not elapsed shall result in the Beneficiary’s loss, without any

right to indemnity, of the right to receive all shares not transferred yet to which the Beneficiary 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 lock-up period,

and not to create any liens thereon that might prevent the enforcement of the provisions of this Stock

Awards Plan.

6.3. The Company shall register the transfer of shares under the Stock Awards Plan upon its occurrence,

and they shall remain unavailable for the period set forth in the Program, as applicable.

7. Removal or Dismissal for Cause

7.1. Removal from a position due to violation of the duties and attributions of the manager or dismissal of

the Beneficiary due to reasons that could be characterized as just cause, under civil or labor law, as the

case may be, shall result in loss, without any indemnity, of the right to receive all shares that would be

otherwise received under the Stock Awards Plan that have not been transferred yet.

8. Resignation, Removal, Voluntary Termination, Dismissal without Cause or Retirement


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8.1. Unless otherwise resolved by the Board of Directors or the Committee, as the case may be, or by

their delegation, by the Chief Executive Officer, in case of termination of the Beneficiary’s relationship

with the Company due to removal from the position of manager, dismissal without cause, resignation,

resignation or voluntary termination of the Beneficiary not covered by the provisions of item Erro!

Fonte de referência não encontrada., the Beneficiary: (i) shall receive all shares for which the

deadline for transfer by the Company has already elapsed, pursuant to the respective Program or

Agreement; and (ii) shall lose, without any indemnity, the right to receive the shares for which the

deadline for transfer has not elapsed yet.

8.1.1. The Board of Directors or the Committee, as the case may be, or by their delegation, the Chief

Executive Officer, may maintain or bring forward the deadlines for transfer of shares granted to certain

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

8.2. In the event of retirement, the Beneficiary: (i) shall receive shares for which the deadline for transfer

by the Company has already elapsed; and (ii) shall lose, without any indemnity, the right to receive the

shares for which the deadline for transfer has not elapsed yet, unless the Beneficiary undertakes not to

provide services during at least twelve (12) months, with or without an employment relationship, to any

companies and institutions that operate, even indirectly, in the same markets as that of the Company.

9. Death and Permanent Disability

9.1. If the Beneficiary dies or becomes permanently disabled in regard to performing his/her duties in the

Company as a manager or an employee, the right to receive the shares granted shall be ensured to the

Beneficiary or his/her heirs and successors, as the case may be. The shares granted shall be transferred,

whether or not the terms set forth in the Agreement have elapsed. In case of death, the heirs and

successors shall receive the shares as set forth in the last will and testament, as established in the probate

proceeding or in an applicable court order.

9.2. In the events set forth in item 9.1, the shares that may be received by the Beneficiary, his/her heirs or

successors shall be free and clear for transfer, sale or disposal at any time.

10. Adjustments

10.1. If the quantity of shares existing in the Company is increased or decreased as a result of share

bonuses, grouping or splitting, proper adjustments shall be made to the quantity of shares under the

Programs and Agreements in relation to those shares not transferred to the Beneficiaries yet.

10.1.1. The adjustments pursuant to the conditions of item 10.1 above shall be made by the Board of

Directors or the Committee, as the case may be, and such resolution shall be final and binding. No

fraction of shares shall be sold or issued in connection with any such adjustments.

10.2. In the event of dissolution, conversion, merger, amalgamation, spin-off or reorganization of the

Company, whereby the Company is not the surviving company or, if it is the surviving company, it no

longer has its shares admitted for trading on the stock exchange, the Agreements of the Programs in

effect, at the discretion of the Board of Directors or the Committee, as the case may be, may: (i) be

transferred to the successor company; or (ii) have their waiting period for transfer accelerated.

10.3. The Beneficiaries shall be notified in reasonable advance about the occurrence of any of the events

referred to in item 10.2.

11. Term of Effectiveness of the Stock Awards Plan


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11.1. The Stock Awards Plan shall become effective upon its approval by the Shareholders Meeting of the

Company and may be discontinued at any time, by resolution of the Board of Directors, without prejudice

to: (i) the prevalence of the restrictions to the tradability of the shares; (ii) the provisions of item 3.4.1;

and (iii) the receipt of the shares under the Programs and Agreements not transferred yet, in which case

the Board of Directors may establish a term for the transfer thereof to the Beneficiaries.

12. Stock Awards to the Members of the Board of Directors

12.1. Stock awards to members of the Board of Directors under this Stock Awards Plan shall comply with

the general provisions set forth in this Stock Awards Plan, especially the provisions of this item 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 of this Stock

Awards Plan and the provisions of this item 12 shall not be modified by the Board of Directors or the

Committee, in view of the exercise of the duties set forth in items 3.4. and 3.5.

12.2. The members of the Board of Directors are eligible to be beneficiaries of the Award made to the

Board as from the date of the Shareholders Meeting that elects them to the position, or any other term that

may be determined by the Shareholders Meeting.

12.3. The Beneficiaries that are members of the Board of Directors shall be awarded on a yearly basis,

jointly, a total of up to 172,700 shares issued by the Company, to be linearly distributed among the

members of the Board of Directors, pursuant to the resolution of the Shareholders Meeting. The measures

for consummation of the award and for execution of the respective Agreements 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 be notified

in writing, mandatorily before the execution of the respective Agreement.

12.4. Any award to the Board shall be made in a single lot, on the same dates of approval of the Programs

to award shares to the other Beneficiaries of this Stock Awards Plan.

12.5. The shares under the Agreements of Beneficiaries that are members of the Board of Directors shall

be transferred to the relevant Beneficiary after 2 years as from the expiration of each term of office as a

member of the Board of Directors in which the Agreement is executed, except for the events described in

item 12.6 below.

12.6. In case of removal, resignation, expiration of the term of office without reelection or expiration of

the term of office due to death or permanent disability of the Beneficiary, the rules set forth in sub-items

of this item 12.6 shall apply, to the detriment of the provisions of items 7, 8 and 9 of this Stock Awards

Plan.

12.6.1. In case of removal due to violation of their duties and attributions, pursuant to the commercial law

or a reason equivalent to just cause under the labor law, the right to receive all shares not transferred yet

shall be immediately forfeited and without any indemnity.

12.6.2. In case of resignation, the right to receive the shares under the Program approved for the year of

the term of office in which the resignation takes place shall be immediately forfeited, without any

indemnity. All other shares for which the right has been previously granted shall be transferred to the

Beneficiary with due regard for the respective terms of transfer, as established in item 12.5. In such event,

the term for transfer shall be counted as though the Beneficiary had not resigned, i.e., the share shall be

transferred after 2 years as from the date on which the term of office would have otherwise expired, had


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the Beneficiary not resigned.

12.6.3. In case of expiration of the term of office without reelection, all shares shall be transferred to the

Beneficiary, with due regard for the respective terms for transfer, as set forth in item 12.5 above.

12.6.4. In case of expiration of the term of office due to death or permanent disability, all shares awarded

that have not been transferred to the Beneficiary yet shall be transferred to him/her or to his/her heirs and

successors, as the case may be, and the right to the shares shall be apportioned among the heirs or

successors as provided for by the last will and testament, as established in the probate proceeding or the

applicable court order.

13. Additional Obligations

13.1. Adhesion. The execution of the Agreement implies express, irrevocable and irreversible acceptance

of all provisions of the Stock Awards Plan and the Program by the Beneficiary, who undertakes to fully

comply therewith.

13.2. Specific Performance. The obligations set forth in the Stock Awards Plan, in the Programs and in

the Agreement are undertaken on an irrevocable basis and shall be valid as an extrajudicial execution

instrument under the civil procedural law, being binding upon the parties and their respective 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 et seq of the Code of Civil Procedure.

13.3. Assignment. The rights and obligations arising out of the Stock Awards Plan and the Agreement

shall not be assigned or transferred by either party, wholly or in part, or given as a guarantee of any

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, resource

or privilege ensured by law, by the Stock Awards Plan or by the Agreement shall not be deemed

novation, nor shall any forbearance in relation to the delayed compliance with any of the obligations by

either party prevent the other party, at its sole discretion, from exercising such rights, powers, resources

or privileges at any time, which are cumulative and non-excluding in relation to any rights, powers,

resources or privileges provided for by law.

13.5. Annotation. The wording of the Agreement is valid as a Shareholders Agreement and shall be

annotated on the margin of the corporate registrations of the Company for all purposes of article 118 of

Law No. 6404/76.

13.6. Jurisdiction. The parties elect the courts of the judicial district of the City of São Paulo to resolve

any disputes that may arise in relation to the Stock Awards Plan, the Programs and/or the Agreements and

waive any other courts, however privileged they may be.

13.7. Omitted Cases. Any omitted cases shall be regulated by the Board of Directors, after consultation

with the Shareholders Meeting as it may be deemed convenient. Any share granted under the Stock

Awards Plan is subject to all provisions and conditions established herein, which shall prevail in case of

any conflict with the provisions of any agreement or document referred to herein.

* * *


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2. Inform the primary characteristics of the proposed plan, identifying:

a. Potential beneficiaries

The potential beneficiaries of the proposed Stock Awards Plan ("Stock Awards Plan") are the

managers, including the members of the Board of Directors and employees of the Company and

of companies controlled directly or indirectly by it. In the case of members of the Board of

Directors, the Stock Awards Plan states that all members of this body shall be beneficiaries,

subject to the specific conditions highlighted in the Stock Awards Plan itself. In the context of

other managers and employees, the Board of Directors or the Company's Compensation

Committee ("Committee"), as applicable, shall choose, through the Stock Awards Programs

("Programs") and in accordance with the criteria established for the election of beneficiaries,

those entitled to the award of shares.

b. Maximum number of shares to be awarded and maximum number of shares covered by

the plan

The maximum number of shares to be awarded under the Stock Awards Plan and throughout its

term may cover the maximum limit of the shares representing up to 2.5% of the Company's

capital stock on the respective award date, subject to the conditions provided in the Plan and in

item "c" above. Based on the number of shares currently comprising the Company's capital stock,

the total number of shares covered by the Plan shall be 47,500,000 shares.

The shares effectively transferred under the Plan proposed herein and the remaining balances of

other plans in force on the Stock Awards Plan approval date shall not be included in the limit

mentioned above. In the event of the award to other managers and employees of the Company,

the Board of Directors or the Committee, as applicable, shall define through Programs, annually,

the total number of shares that may be awarded to the Beneficiaries according to the results

achieved by the Company in compliance with objective performance goals, as determined by the

Board of Directors. The total shares to be awarded in a fiscal year may not exceed a maximum of

0.8% of the total shares of the capital stock of the Company verified on the award date.

In the case of the Board of Directors, a total of up to 172,700 Company shares will be awarded

annually to the beneficiaries, which shall be linearly distributed between the members of the

Board of Directors, pursuant to the conditions established in the item 12 of the Stock Awards

Plan.

For purposes of this proposed Stock Awards Plan, the Company shall use the existing treasury

shares, subject to the rules of the CVM.

c. Conditions of purchase

The Stock Awards Plan has, among others, the purpose of awarding Company shares held in


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treasury to certain beneficiaries by virtue of compliance with certain goals determined in the

Stock Awards Agreements and Plans to be entered into between the Company and the

beneficiary ("Agreements"), related to its activities performed at the Company or its controlled

companies, as applicable.

In the case of the award to other managers and employees, the Board of Directors or the

Committee, as applicable, shall create periodically, Plans that shall define:

(i) Beneficiaries;

(ii) the total number of Company shares subject of the award, subject to the

annual limit of 0.8% of the Company's capital and the Company's

performance conditions in the fiscal year in question;

(iii) the criteria for election of Beneficiaries and determination of the number

of shares to be allocated, considering as conditions, the achievement of

goals by the Beneficiaries and the individual evaluation of performance

and potential;

(iv) the division of shares into lots, provided that, for each Program, a total

minimum term of three (3) years between the stock award date of that

Program and the last date for transfer of shares awarded to the same

Program shall be respected. Furthermore, a minimum waiting period of

twelve months shall be respected between: i) a Program award date and

the first transfer date of any lot of shares from that Program, and (ii)

between each of the lots of shares of that Program, after the first transfer.

(v) waiting periods for performing the transfer of shares;

(vi) any restrictions on transfer of shares received by the Beneficiaries; and

(vii) any provisions regarding penalties.

d. Detailed criteria for determining the exercise price

Not applicable. The Stock Awards Plan has, among others, the purpose of granting Company

shares held in treasury to certain beneficiaries upon achieving certain goals determined in the

Programs and Agreements, related to their activities performed at the Company or its controlled

companies. This is, therefore, not a stock option plan pursuant to Art. 168, paragraph 3 of Law

No. 6404/76, but remuneration based on the delivery of the shares held in treasury, directly to

beneficiaries, by prior approval of the Securities Commission ("CVM").

e. Criteria for determining the exercise period

In the case of the other managers and employees, the shares shall be awarded at the discretion of

the Board of Directors or the Committee, as applicable, according to the lots, terms and periods

fixed in each Program and in the respective Agreements, provided that all the conditions

established are observed and that for each Program, a total minimum term of three (3) years

between the stock award date of that Program and the last stock transfer date for the same

Program, shall be respected. Furthermore, a minimum waiting period of twelve (12) months shall

be respected between i) the award date of one Program and the first date of the transfer of each

lot of shares from that Program, and ii) between each one of the transfer dates of lots of shares

from that Program, after the first transfer.

In the case of the Board of Directors, the shares subject of the Beneficiary Agreement shall be


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transferred to the respective Beneficiary after two (2) years after the end of each term as a

member of the Board of Directors in which the Agreement was executed.

Note that there is no provision in the Plan for the exercise periods, but rather waiting periods.

f. Form of settlement of shares

As mentioned in item "d" above, the Stock Awards Plan has, among others, the objective to

award shares of the Company held in treasury to certain beneficiaries upon prior authorization of

CVM and compliance with goals related to its activities performed at the Company or its

controlled companies, as applicable, without financial consideration per share awarded. Thus,

once the conditions established in the Stock Awards Plan, Programs and Agreement are fulfilled

and once authorized by CVM, the beneficiary shall be entitled to receive such shares, and the

Company's management shall take all measures necessary to formalize the respective transfer.

The rules of the Stock Awards Plan also provide that the Company may determine the temporary

suspension of the receipt of the shares subject of the respective Program and/or Agreement,

whenever situations arise that, under the law or regulations, restrict or prohibit the trading of

shares by the beneficiaries.

g. Criteria and events that, when present, will cause the suspension, amendment or

termination of the plan

The Stock Awards Plan may be amended or terminated at any time by the Board of Directors or

by the Committee, as appropriate, without prejudice to the prevalence of restrictions on

transferability of shares, and without modifying rights and obligations of any agreement in force

on the awarding shares and the rules relating to the awarding of stock to members of the Board of

Directors pursuant to the Stock Awards Plan.

The Stock Awards Plan further provides that in the event of dissolution, transformation, merger,

spin-off or reorganization of the Company after which the Company is not the surviving

company or, if it is the surviving company, ceases to have its shares admitted for trading on the

stock exchange, the Agreements or the Programs in effect, at the discretion of the Board of

Directors or by Committee proposal, as applicable, may be transferred to the successor company

or have their waiting periods accelerated.

h. Restrictions on transfers of shares

The Stock Awards Plan determines that the Board of Directors or the Committee, as the case may

be, may establish for the Beneficiaries a minimum lock-up period for sale, transfer, or, in any

form, disposition of the Company's shares received in the scope of the Stock Awards Plan, as

well as those that may be acquired by virtue of stock dividends, splits, subscriptions or any other

form of acquisition that does not involve the disbursement of the beneficiary's own resources or

securities that give the right to subscribe for or purchase shares, provided that such shares or

securities have arisen for the beneficiary from ownership of the shares subject of the Stock

Awards Plan. Unless otherwise decided by the Board of Directors or the Committee, as

appropriate, the sale of shares, in any way, while the period referred to above has not lapsed,

shall give rise to the beneficiary’s forfeiture without compensation of the right to receive all


FUTUROS


28

shares to which it is entitled, pursuant to the terms of the respective Program and Agreement.

The beneficiary shall also, under the Stock Awards Plan, not encumber the shares, if subject to a

lock-up period, and not establish any liens that may impede the execution of the provisions in the

Stock Awards Plan.

3. Justify the proposed plan, explaining:

a. Main objectives of the plan

Stimulate the expansion of the Company and success in the performance of its corporate purpose

and interest of its shareholders, aligning interests by allowing senior executives and employees

to become shareholders of the Company by encouraging their integration with the Company and

their shareholders as well as enabling the Company and its subsidiaries to attract and retain high

level employees and managers.

Currently, the Company already has a long-term incentive plan through the Stock Option Plan. It

has been observed over the past few years that the model currently adopted can, to some extent,

given the market conditions, become less effective in aligning the interests of key Company

professionals.

Thus, the adoption of the Stock Awards Plan aims to bring more efficiency to this important part

of the total remuneration of beneficiaries and strengthen the alignment of interests between

managers, employees and shareholders.

It is worth clarifying that in case the Stock Awards Plan is approved and implemented, the

Company shall no longer grant new stock options under the Stock Options Plan, maintaining the

current rights and obligations.

b. Manner in which the plan contributes to these objectives

The granting of shares under the Stock Awards Plan allows beneficiaries to feel encouraged

when becoming shareholders of the Company, by virtue of meeting goals related to the

performance of their activities. As a result, they will be encouraged to perform their activities in

the best interests of the Company and therefore its shareholders, creating value for the latter. At

the same time, the award of stock under the Stock Awards Plan is structured to allow for

potential gains from the sale of such shares to be realized, if applicable, in the long term, as

determined by the Board of Directors or Committee, and if the beneficiary remains bound to the

Company, thus acting to stimulate its permanence, in order to achieve the objective of retaining

high level managers and employees of the Company and its directly or indirectly controlled

companies.

c. How is the plan inserted in the company's remuneration policy

The Stock Awards Plan provides a mechanism of long-term variable remuneration from the

Company, underscoring that the majority of the Company's executive compensation is variable,


FUTUROS


29

with special attention to long-term incentives.

The focus on long-term variable remuneration aims to accompany market practices and offer

attractive packages which on the other hand care for the Company's interests in the most efficient

manner. The Stock Awards Plan proposed here aims to strengthen the focus on this form of

remuneration, offering the possibility of competitive return, and, on the other hand, requiring a

strong demonstration of commitment by the beneficiaries, which should comply with the goals

related to the performance of its activities, in a manner established by the respective Programs

and Contracts.

d. How does the plan align with the interests of the beneficiaries and the company in the

short, medium and long terms

The Stock Awards Plan foresees mechanisms that allow the alignment of interests of

beneficiaries over different time horizons, which shall be done especially through the waiting

periods, during which time the shares cannot be transferred to the beneficiaries and the lock-up

period for the shares awarded. The division of the shares into lots, with the transfer over time,

serves as an incentive for retaining professionals during these periods, allowing them to become

shareholders of the Company with progressively greater equity interest and to earn a profit that

will be greater the longer they stay at the Company and work there to create value and

satisfactory results. Moreover, the restriction on transfer of shares allows these interests to be

aligned for a long period of time, so that any gain can only be realized after the expiration of

such period.

4. Estimate the company's expenses from the plan, pursuant to the accounting rules that address

this issue

The maximum number of shares to be awarded under the Stock Awards Plan and throughout its

term may cover the maximum limit of the shares representing up to 2.5% of the Company's

capital stock on the respective award date, subject to the conditions provided in the Plan and in

item "c" above. Based on the number of shares currently comprising the Company's capital, the

total number of shares covered by the Plan shall be 47,500,000 shares.

Annually, in the case of managers and employees, the rules of the Stock Awards Plan determine

that the Board of Directors or the Committee, as appropriate, shall establish periodically the

Programs, in which the maximum annual award limit of up to 0.8% of the Company's capital

stock shall be established, subject to the performance conditions for the fiscal year. Based on the

number of shares currently comprising the Company's capital, the total number of shares covered

by the Plan shall be 15,200,000 shares per year.

In the context of the Board of Directors, the maximum annual award limit is up to 172,700

shares issued by the Company. In this sense, each award of shares under the Awards Plan shall

represent, throughout the duration of each Program, expenses to an amount equal to the market

value of the shares awarded. It is worth noting that if the proposed Stock Awards Plan is

approved at the Shareholders Meeting, and after approval by CVM of the use of treasury shares,

the first shares awarded for fiscal year 2014 under this Plan shall occur only in January 2015


FUTUROS


30

and, therefore, shall take effect in fiscal year 2015.

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


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 FUTUROS TN: 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”)



32

Article 2. The Company has registered office and jurisdiction

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

of the Executive Management Board, the Company may

open and close branches, offices or other establishments and

facilities anywhere in Brazil or abroad.

Article 2. The Company has registered office and jurisdiction

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

of the Executive Management Board, the Company may

open and close branches, offices or other establishments and

facilities anywhere in Brazil or abroad.

Article 3. The Company’s corporate purpose is to conduct or

hold shares in the capital of companies undertaking the

following activities:

Article 3. The Company’s 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-counter

market;

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-counter

market;

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 Company’s 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 Company’s 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



33

(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;

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 Company’s

interests and the participants of the markets under the

Company’s 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 Company’s

interests and the participants of the markets under the

Company’s 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 Company’s 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 Company’s 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 in

effect.

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 in

effect.

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

(a) issue regulations relating to the granting of Access

Permits to different trading, registration and settlement



34

systems under the Company’s surveillance or by

companies that are controlled by it (“Access Permits”),

establishing the terms, conditions and procedures for the

granting of such authorizations (“Access Regulation”);

systems under the Company’s surveillance or by

companies that are controlled by it (“Access Permits”),

establishing the terms, conditions and procedures for the

granting 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

the holders of Access Permits to the same markets;

(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

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 Company’s

surveillance;

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

the systems and markets under the Company’s

surveillance;

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

default of obligations by the holders of Access Permits, as

to the transactions undertaken and/or registered in any of

the Company’s trading, registration and clearing

systems;

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

default of obligations by the holders of Access Permits, as

to the transactions undertaken and/or registered in any of

the Company’s trading, registration and clearing

systems;

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

of the Company’s 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 Company’s 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

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

and operating rules, under the surveillance of the



35

Company. Company.

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

CHAPTER II CHAPTER II

CAPITAL 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

participation certificates.

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

participation certificates.

CONTINGENT ON THE BOARD APPROVING THE

CANCELLATION OF 80,000,000 TREASURY

SHARES.

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 (Comissão de Valores

Mobiliários), 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 (Comissão de Valores

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

Sole paragraph. The cost of the transfer and registration, as

well 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, as

well 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 of

shares 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 of

shares issued by the Company.



36

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

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

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.



37

Paragraph 2. Provided it shall do so within the limit of the

authorized 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 the

authorized 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 the

issue 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 the

issue 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 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 Company’s management structure, or

otherwise trigger a tender offer requirement (per CHAPTER

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 Company’s management structure, or

otherwise trigger a tender offer requirement (per CHAPTER



38

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.

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 this

Article) 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 this

Article) 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

Article 16, item (i), and in Article 18.

Paragraph 4. Any violation of the provisions of this Article

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

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, debentures

convertible 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

Article 11. The issuance of new shares, debentures

convertible 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



39

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.

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 III

SHAREHOLDERS’ 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.

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 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 made

Paragraph 4. The documents pertinent to the matter to be

decided on at the Shareholders’ Meetings must be made



40

available 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.

available 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

of each shareholder, which decision may be appealed to the

Shareholders’ Meeting itself, in which decision the interested

party shall not vote.

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

of each shareholder, which decision may be appealed to the

Shareholders’ Meeting itself, in which decision the interested

party shall not vote.



41

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 shareholders shall

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 representation

of 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 representation

of 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



42

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, shall

strictly 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, shall

strictly 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 the

attending 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 the

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



43

Fiscal Council, if active; Fiscal Council, if active;

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

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;

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

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 for

the 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 as

a 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 as

a 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

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

Article 120 of Brazilian Corporate Law* and Article 18 of



44

these Bylaws; 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;

(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 to

resolve, 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 to

resolve, 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

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



45

of Brazilian Corporate Law*. 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,

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 or

Shareholder Group.

Paragraph 1. In the event contemplated in this Article,

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 or

Shareholder 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 shareholder’s 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 shareholder’s legally prescribed rights

to monitor corporate management and request information

from management.

Paragraph 3. The suspension of rights shall cease as soon as

the shareholder resumes compliance and fulfills the

obligation.

Paragraph 3. The suspension of rights shall cease as soon as

the 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

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



46

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 that

interferes in, or votes on any matter in which he or she or it

has or represents conflicting interest, shall be deemed to be

acting in abuse of voting power.

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 that

interferes in, or votes on any matter in which he or she or it

has or represents conflicting interest, shall be deemed to be

acting in abuse of voting power.

CHAPTER IV CHAPTER IV

MANAGEMENT MANAGEMENT

Section I – General Provisions for the Management Bodies Section I – General Provisions for the Management Bodies

Article 20. The management of the Company is comprised

by the Board of Directors and the Executive Management

Board.

Article 20. The management of the Company is comprised

by the Board of Directors and the Executive Management

Board.

Sole paragraph. The roles of Board Chair and Chief

Executive Officer are separate, and no person may

accumulate the two functions.

Sole paragraph. The roles of Board Chair and Chief

Executive Officer are separate, and no person may

accumulate the two functions.

Article 21. The members of the Board of Directors and of the

Executive Management Board shall take office by signing the

instrument of investiture in the proper Company register

within no more than 30 days after their appointment date, at

which time they must also sign the Statement of Consent

from Directors and Officers required under the Novo Mercado

Listing Rules. The directors and officers must remain in

office until their successors are appointed and take office.

Article 21. The members of the Board of Directors and of the

Executive Management Board shall take office by signing the

instrument of investiture in the proper Company register

within no more than 30 days after their appointment date, at

which time they must also sign the Statement of Consent

from Directors and Officers required under the Novo Mercado

Listing Rules. The directors and officers must remain in

office until their successors are appointed and take office.

Sole paragraph. The directors and officers of the Company

must also adhere to the Manual for the Disclosure and Use of

Sole paragraph. The directors and officers of the Company

must also adhere to the Disclosures and Securities Trading Adjustment for consistency with the new



47

Information and Policy for Trading Securities adopted by the

Company, for which purpose they will sign the relevant

instrument of adherence.

Policy ManualsManual for the Disclosure and Use of

Information and Policy for Trading Securities Issued by the

Company adopted by the Company, for which purpose they

will sign the relevant instrument of adherence.

name of the policy manuals approved at a

Board meeting held on December 11, 2012.

Section II – Board of Directors Section II – Board of Directors

Subsection I – Composition Subsection I – Composition

Article 22. The Board of Directors shall comprise at least

seven and at most 11 members, elected by the Shareholders’

Meeting for unified two-year terms, removal and reelection

being permitted.

Article 22. The Board of Directors shall comprise at least

seven and at most 11 members, elected by the Shareholders’

Meeting for unified two-year terms, removal and reelection

being permitted.

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 and

with 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 and

with 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 for

candidate directors shall include those that are set forth

Paragraph 4. Unless upon a waiver pronounced at a

Shareholders’ Meeting, the eligibility requirements for

candidate directors shall include those that are set forth



48

below, in addition to the requirements set forth under

applicable Law and regulations.

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 subsidiaries;

and

(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 subsidiaries;

and

(d) not holding a position in any company deemed to be a

competitor of the Company or its subsidiaries, and

neither having, nor representing any party that has, a

conflict of interest with the Company or its subsidiaries.

A conflict of interest is presumed to exist relative to any

person that, cumulatively: (i) has been elected by a

shareholder that has also elected a director in a

competitor company; and (ii) has ties arising from a

‘subordinate relationship’ with the shareholder voting

for his or her election.

(d) not holding a position in any company deemed to be a

competitor of the Company or its subsidiaries, and

neither having, nor representing any party that has, a

conflict of interest with the Company or its subsidiaries.

A conflict of interest is presumed to exist relative to any

person that, cumulatively: (i) has been elected by a

shareholder that has also elected a director in a

competitor company; and (ii) has ties arising from a

‘subordinate relationship’ with the shareholder voting

for his or her election.

Paragraph 5. For the purposes of item (d) of the above

paragraph 4 of this Article 22, a Director shall be deemed to

have been elected by: (i) the shareholder of Shareholder

Group whose individual votes were sufficient to elect a

Director; or (ii) the shareholder or Shareholder Group whose

individual votes were sufficient to elect a Director in a

cumulative voting process (or would have been sufficient

based on the total of attendee shareholders, had the

Paragraph 5. For the purposes of item (d) of the above

paragraph 4 of this Article 22, a Director shall be deemed to

have been elected by: (i) the shareholder of Shareholder

Group whose individual votes were sufficient to elect a

Director; or (ii) the shareholder or Shareholder Group whose

individual votes were sufficient to elect a Director in a

cumulative voting process (or would have been sufficient

based on the total of attendee shareholders, had the



49

cumulative voting system been adopted); or (iii) the

shareholder or Shareholder Group whose individual votes

were sufficient to meet the percentage thresholds required

under paragraph 4 of Article 141 of Brazilian Corporate

Law*, which allow for the election of Directors in a separate

voting process.

cumulative voting system been adopted); or (iii) the

shareholder or Shareholder Group whose individual votes

were sufficient to meet the percentage thresholds required

under paragraph 4 of Article 141 of Brazilian Corporate

Law*, which allow for the election of Directors in a separate

voting process.

Paragraph 6. A majority of the Directors of the Company

shall be Independent Directors, herein defined as persons

that meet the following requirements:

Paragraph 6. A majority of the Directors of the Company

shall be Independent Directors, herein defined as persons

that meet the following requirements:

(a) all of the independence standards established in the Novo

Mercado Listing Rules and in CVM Ruling No. 461/07,

cumulatively; and

(a) all of the independence standards established in the Novo

Mercado Listing Rules and in CVM Ruling No. 461/07,

cumulatively; and

(b) not holding, and not having ties with any shareholder

that holds, whether directly or indirectly, ownership

interest in 5% or more of the issued and outstanding

shares of stock, or voting stock of the Company.

(b) not holding, and not having ties with any shareholder

that holds, whether directly or indirectly, ownership

interest in 5% or more of the issued and outstanding

shares of stock, or voting stock of the Company.

Paragraph 7. Directors elected pursuant to paragraphs 4 and

5 of article 141 of Brazilian Corporate Law* shall also be

deemed to serve in the capacity of Independent Directors,

regardless of whether they meet the independence standards

established in this Article.

Paragraph 7. Directors elected pursuant to paragraphs 4 and

5 of article 141 of Brazilian Corporate Law* shall also be

deemed to serve in the capacity of Independent Directors,

regardless of whether they meet the independence standards

established in this Article.

Paragraph 8. In addition to the requirements set forth in the

preceding paragraphs, the members of the Board of Directors

shall at no time include more than one Director having ties

with a holder of permit for access to the Company’s markets,

or having ties with the same entity, conglomerate or

economic group.

Paragraph 8. In addition to the requirements set forth in the

preceding paragraphs, the members of the Board of Directors

shall at no time include more than one Director having ties

with a holder of permit for access to the Company’s markets,

or having ties with the same entity, conglomerate or

economic group.

Paragraph 9. For the purposes of this Article, having “ties” Paragraph 9. For the purposes of this Article, having “ties”



50

with a party is defined as: with a party is defined as:

(a) an employment relationship, or one arising from any

agreement for provision of professional services on a

continuing basis or from participation in any

management or advisory or deliberative body or fiscal

council of an entity;

(a) an employment relationship, or one arising from any

agreement for provision of professional services on a

continuing basis or from participation in any

management or advisory or deliberative body or fiscal

council of an entity;

(b) any direct or indirect ownership interest in excess of 10%

of the issued and outstanding shares of stock or voting

stock of the Company; or

(b) any direct or indirect ownership interest in excess of 10%

of the issued and outstanding shares of stock or voting

stock of the Company; or

(c) a relationship established through a spouse, domestic

partner or relative to the second degree.

(c) a relationship established through a spouse, domestic

partner or relative to the second degree.

Paragraph 10. Any Director that ceases to meet the eligibility

requirements established in this Article, due to a

supervening event or circumstance unknown at the time of

the election, shall be replaced promptly upon disclosure of

such event or circumstance.

Paragraph 10. Any Director that ceases to meet the eligibility

requirements established in this Article, due to a

supervening event or circumstance unknown at the time of

the election, shall be replaced promptly upon disclosure of

such event or circumstance.

Subsection II – Election Subsection II – Election

Article 23. Without prejudice to the provision of Article 24, a

slate system shall be adopted in elections of the members of

the Board of Directors.

Article 23. Without prejudice to the provision of Article 24, a

slate system shall be adopted in elections of the members of

the Board of Directors.

Paragraph 1. In the election provided for in this Article 23,

only the following slates of candidates may run: (i) those

nominated by the Board of Directors, as advised by the

Nominations and Corporate Governance Committee; or (ii)

those that are appointed by any shareholder or group of

shareholders in the manner provided for in paragraph 3 of

this Article.

Paragraph 1. In the election provided for in this Article 23,

only the following slates of candidates may run: (i) those

nominated by the Board of Directors, as advised by the

Nominations and Corporate Governance Committee; or (ii)

those that are appointed by any shareholder or group of

shareholders in the manner provided for in paragraph 3 of

this Article.



51

Paragraph 2. The Board of Directors, as advised by the

Nominations and Corporate Governance Committee shall,

on the date the Shareholders’ Meeting that is to elect the

members of the Board of Directors is called, make available

at the Company’s headquarters any statement signed by each

of the members of the slate of candidates appointed,

containing: (i) his or her complete identification information;

(ii) a complete description of his or her professional

experience, including previous work experience

qualifications and academic qualifications; and (iii)

information regarding disciplinary or judicial proceedings in

which a judgment of guilty has been entered under a final

and unappealable decision issued, in addition to information

on instances of disqualification or inability to serve or

conflict of interest with the Company, if any, such as

prescribed under Article 147, paragraph 3, of Brazilian

Corporate Law*.

Paragraph 2. The Board of Directors, as advised by the

Nominations and Corporate Governance Committee shall,

on the date the Shareholders’ Meeting that is to elect the

members of the Board of Directors is called, make available

at the Company’s headquarters any statement signed by each

of the members of the slate of candidates appointed,

containing: (i) his or her complete identification information;

(ii) a complete description of his or her professional

experience, including previous work experience

qualifications and academic qualifications; and (iii)

information regarding disciplinary or judicial proceedings in

which a judgment of guilty has been entered under a final

and unappealable decision issued, in addition to information

on instances of disqualification or inability to serve or

conflict of interest with the Company, if any, such as

prescribed under Article 147, paragraph 3, of Brazilian

Corporate Law*.

Paragraph 3. Where a shareholder or group of shareholders

wishes to propose a different slate of candidate nominations

to the Board of Directors, it shall forward to the Board of

Directors at least five days before the date of the

Shareholders’ Meeting, statements signed individually by the

candidates they nominate, containing the information

required in the preceding paragraph. The Board of Directors,

as advised by the Nominations and Corporate Governance

Committee shall promptly post notice in the Company’s

Internet site advising shareholders that the documents

concerning other slates and related information are available

at the registered office, and shall forward the same

information via computer to the CVM and BM&FBOVESPA..

Paragraph 3. Where a shareholder or group of shareholders

wishes to propose a different slate of candidate nominations

to the Board of Directors, it shall forward to the Board of

Directors at least five days before the date of the

Shareholders’ Meeting, statements signed individually by the

candidates they nominate, containing the information

required in the preceding paragraph. The Board of Directors,

as advised by the Nominations and Corporate Governance

Committee shall promptly post notice in the Company’s

Internet site advising shareholders that the documents

concerning other slates and related information are available

at the registered office, and shall forward the same

information via computer to the CVM and BM&FBOVESPA..

Paragraph 4. Candidates nominated by the Board of Paragraph 4. Candidates nominated by the Board of



52

Directors or any shareholder to serve as independent

directors shall be identified as such, due regard being given

to the eligibility requirements set forth in Paragraphs 6 and 7

of Article 22 of these Bylaws..

Directors or any shareholder to serve as independent

directors shall be identified as such, due regard being given

to the eligibility requirements set forth in Paragraphs 6 and 7

of Article 22 of these Bylaws..

Paragraph 5. A single person may be nominated in two or

more slates, including the one proposed by the Board of

Directors.

Paragraph 5. A single person may be nominated in two or

more slates, including the one proposed by the Board of

Directors.

Paragraph 6. Any shareholder shall vote for just one slate,

and the votes shall be computed in compliance with the

limitations provided for in Article 7. The candidates

nominated in the slate that receives the highest number of

votes shall be declared elected.

Paragraph 6. Any shareholder shall vote for just one slate,

and the votes shall be computed in compliance with the

limitations provided for in Article 7. The candidates

nominated in the slate that receives the highest number of

votes shall be declared elected.

Paragraph 7. Where the candidates are nominated

individually, the voting system shall dispense with the slate

system and votes shall be cast relative to each individual

candidate.

Paragraph 7. Where the candidates are nominated

individually, the voting system shall dispense with the slate

system and votes shall be cast relative to each individual

candidate.

Article 24. In elections of the members of the Board of

Directors, shareholders individually or jointly representing

interest in at least 5% of the outstanding shares are entitled to

request adoption of cumulative voting system, provided they

so request at least 48 hours prior to the Shareholders’

Meeting.

Article 24. In elections of the members of the Board of

Directors, shareholders individually or jointly representing

interest in at least 5% of the outstanding shares are entitled to

request adoption of cumulative voting system, provided they

so request at least 48 hours prior to the Shareholders’

Meeting.

Paragraph 1. Promptly upon receiving the request, the

Company shall release notice thereof in the Company’s

Internet site advising shareholders that the election will take

place in a cumulative voting process, and shall forward the

same information, via computer, to the CVM and

BM&FBOVESPA.

Paragraph 1. Promptly upon receiving the request, the

Company shall release notice thereof in the Company’s

Internet site advising shareholders that the election will take

place in a cumulative voting process, and shall forward the

same information, via computer, to the CVM and

BM&FBOVESPA.



53

Paragraph 2. On convening the meeting, the presiding

officers shall determine the number of eligible votes

attributable to each shareholder or Shareholder Group, based

on the signatures affixed to the Shareholders’ Attendance

List and number of shares of record, provided that for

purposes of the voting cap established in Article 7 of these

Bylaws, the number of board seats to be filled in the election

shall be multiplied by the number of eligible votes, meaning

votes not exceeding the cap threshold of 7% of the

outstanding shares.

Paragraph 2. On convening the meeting, the presiding

officers shall determine the number of eligible votes

attributable to each shareholder or Shareholder Group, based

on the signatures affixed to the Shareholders’ Attendance

List and number of shares of record, provided that for

purposes of the voting cap established in Article 7 of these

Bylaws, the number of board seats to be filled in the election

shall be multiplied by the number of eligible votes, meaning

votes not exceeding the cap threshold of 7% of the

outstanding shares.

Paragraph 3. Where the election of Directors adopts a

cumulative voting process, the slate system shall be

dispensed with and votes shall be cast individually on the

candidates nominated in slates presented by the Board and

shareholders according to Article 23, provided each

candidate shall have signed and presented to the meeting a

statement containing the information required under

paragraph 2 of Article 23 of these Bylaws..

Paragraph 3. Where the election of Directors adopts a

cumulative voting process, the slate system shall be

dispensed with and votes shall be cast individually on the

candidates nominated in slates presented by the Board and

shareholders according to Article 23, provided each

candidate shall have signed and presented to the meeting a

statement containing the information required under

paragraph 2 of Article 23 of these Bylaws..

Paragraph 4. Any shareholder or Shareholder Group shall be

entitled to allot all of its votes to a single candidate or spread

out the votes among several. Candidates that receive the

highest number of votes shall be declared elected.

Paragraph 4. Any shareholder or Shareholder Group shall be

entitled to allot all of its votes to a single candidate or spread

out the votes among several. Candidates that receive the

highest number of votes shall be declared elected.

Paragraph 5. Where a tie is determined to have occurred for

any given board seat, an additional voting round shall take

place after the number of eligible votes attributable to each

shareholder or Shareholder Group.

Paragraph 5. Where a tie is determined to have occurred for

any given board seat, an additional voting round shall take

place after the number of eligible votes attributable to each

shareholder or Shareholder Group.

Paragraph 6. Where the election of Directors is carried out in

a cumulative voting process, the removal of one shall result

in removal of all the Directors for a new election process to

take place. Otherwise, where a board seat becomes vacant,

Paragraph 6. Where the election of Directors is carried out in

a cumulative voting process, the removal of one shall result

in removal of all the Directors for a new election process to

take place. Otherwise, where a board seat becomes vacant,



54

elections shall be held to elect the entire Board of Directors in

the next shareholders’ meeting taking place after the event. .

elections shall be held to elect the entire Board of Directors in

the next shareholders’ meeting taking place after the event. .

Paragraph 7. Where the Company is under control of any

individual controlling shareholder or Shareholder Group,

(pursuant to Article 116 of Brazilian Corporate Law*), at

elections of the members of the Board of Directors

shareholders representing 10% of the outstanding shares of

shall be entitled to request adoption of a separate voting

system (plumping) for the election, as permitted under

paragraphs 4 and 5 of Article 141 of Brazilian Corporate

Law*. In this event the provisions of Article 23 of these

Bylaws shall not apply.

Paragraph 7. Where the Company is under control of any

individual controlling shareholder or Shareholder Group,

(pursuant to Article 116 of Brazilian Corporate Law*), at

elections of the members of the Board of Directors

shareholders representing 10% of the outstanding shares of

shall be entitled to request adoption of a separate voting

system (plumping) for the election, as permitted under

paragraphs 4 and 5 of Article 141 of Brazilian Corporate

Law*. In this event the provisions of Article 23 of these

Bylaws shall not apply.

Article 25. The Board of Directors shall appoint the

Chairman and Vice Chairman from among its members. The

appointment shall take place in the first meeting held after

the Directors take office or in the first meeting after the

vacancy of these positions.

Article 25. The Board of Directors shall appoint the

Chairman and Vice Chairman from among its members. The

appointment shall take place in the first meeting held after

the Directors take office or in the first meeting after the

vacancy of these positions.

Subsection III – Meetings and Substitutions Subsection III – Meetings and Substitutions

Article 26. The Board of Directors shall hold ordinary

meetings at least every two months, according to a meeting

calendar which the Chairman of the Board will release to the

directors on the first month of each year, and shall hold

extraordinary meetings as often as may be necessary, upon

being summoned as prescribed under paragraph 1 of this

Article or two-thirds of its members.

Article 26. The members of the Board of Directors shall hold

ordinary meetings at least every two months, according to a

meeting calendar which the Chairman of the Board will

release to the directors on the first month of each year, and

will hold extraordinary meetings as often as may be

necessary, upon being summoned as prescribed under

paragraph 1 of this Article or two-thirds of its members.

Paragraph 1. The Chairman or the Vice Chairman, if the

former is absent, shall issue call notices of meetings of the

Board of Directors.

Paragraph 1. The Chairman or the Vice Chairman, if the

former is absent, shall issue call notices of meetings of the

Board of Directors.



55

Paragraph 2. The call notice for the meetings of the Board of

Directors shall be in writing, by letter, telegram, fax, e-mail

or other manner which allows proof of receipt of the called

notice by the addressee, and must contain, in addition to the

place, date and time of the meeting, and the agenda.

Paragraph 2. The call notice for the meetings of the Board of

Directors shall be in writing, by letter, telegram, fax, e-mail

or other manner which allows proof of receipt of the called

notice by the addressee, and must contain, in addition to the

place, date and time of the meeting, and the agenda.

Paragraph 3. The meetings of the Board of Directors shall be

convened with, at least, three days notice. Regardless of the

formalities for convening a meeting, the meeting shall be

considered regular when all of the members of the Board of

Directors attend.

Paragraph 3. The meetings of the Board of Directors shall be

convened with, at least, three days notice. Regardless of the

formalities for convening a meeting, the meeting shall be

considered regular when all of the members of the Board of

Directors attend.

Paragraph 4. The Directors may take part in the meetings of

the Board of Directors by conference call, videoconference or

by any other means of communication that allows the

identification of the Director and the simultaneous

communication with all of the other people present at the

meeting. In this case, the Directors shall be considered

present at the meeting and must sign the respective minutes.

Paragraph 4. The Directors may take part in the meetings of

the Board of Directors by conference call, videoconference or

by any other means of communication that allows the

identification of the Director and the simultaneous

communication with all of the other people present at the

meeting. In this case, the Directors shall be considered

present at the meeting and must sign the respective minutes.

Paragraph 5. No member of the Board of Directors may have

access to information, take part in decisions and discussions

of the Board of Directors or any other management bodies,

exercise the right to vote or, in any way intervene in the

matters in which he or she, directly or indirectly, has a

conflict of interests with those of the Company, under the

terms of the law.

Paragraph 5. No member of the Board of Directors may have

access to information, take part in decisions and discussions

of the Board of Directors or any other management bodies,

exercise the right to vote or, in any way intervene in the

matters in which he or she, directly or indirectly, has a

conflict of interests with those of the Company, under the

terms of the law.

Paragraph 6. The quorum for the instatement of the meetings

of the Board of Directors, on first call, shall be the absolute

majority of its members. On second call, which shall be the

object of a new communication to the Directors in the

manner described in paragraph 1 of this Article, sent

immediately after the date set for the first call, the meeting

Paragraph 6. The quorum for the instatement of the meetings

of the Board of Directors, on first call, shall be the absolute

majority of its members. On second call, which shall be the

object of a new communication to the Directors in the

manner described in paragraph 1 of this Article, sent

immediately after the date set for the first call, the meeting



56

shall be instated with any number of Directors present. shall be instated with any number of Directors present.

Paragraph 7. Except otherwise provided for in these Bylaws,

the decisions of the Board of Directors shall be taken by

majority vote of the members present at the meetings. The

Chairman of the Board of Directors shall cast the deciding

vote in case of tie.

Paragraph 7. Except otherwise provided for in these Bylaws,

the decisions of the Board of Directors shall be taken by

majority vote of the members present at the meetings. The

Chairman of the Board of Directors shall cast the deciding

vote in case of tie.

Paragraph 8. The Chief Executive Officer, or his or her

substitute, shall take part in the meetings of the Board of

Directors, but shall withdraw on request of the directors.

Paragraph 8. The Chief Executive Officer, or his or her

substitute, shall take part in the meetings of the Board of

Directors, but shall withdraw on request of the directors.

Article 27. Except otherwise provided for in paragraph 6 of

Article 24 and observing the sole paragraph of this Article, if

there is a vacancy occurring in the membership of the Board

of Directors, the replacement shall be appointed by the other

Directors based on a recommendation of the Nominations

and Corporate Governance Committee to serve until the next

Shareholders’ Meeting, when a new Director must be elected

to complete the term of office of the replaced Director. Where

there is a vacancy of the majority of positions of the Board of

Directors, a Shareholders’ Meeting must be convened, within

a maximum of 15 days from the event, to elect the alternates,

who must complete the terms of office of those being

replaced.

Article 27. Except otherwise provided for in paragraph 6 of

Article 24 and observing the sole paragraph of this Article, if

there is a vacancy occurring in the membership of the Board

of Directors, the replacement shall be appointed by the other

Directors based on a recommendation of the Nominations

and Corporate Governance Committee to serve until the next

Shareholders’ Meeting, when a new Director must be elected

to complete the term of office of the replaced Director. Where

there is a vacancy of the majority of positions of the Board of

Directors, a Shareholders’ Meeting must be convened, within

a maximum of 15 days from the event, to elect the alternates,

who must complete the terms of office of those being

replaced.

Sole paragraph. In the event of vacancy in the position of

Board Chairman, the Vice Chairman shall fill in the position

until such time as a new Chairman is elected.

Sole paragraph. In the event of vacancy in the position of

Board Chairman, the Vice Chairman shall fill in the position

until such time as a new Chairman is elected.

Article 28. In cases of absence or temporary inability,

the absent or temporarily impeded Director may be

represented in the meetings of the Board of Directors by

another Director appointed in writing, who, in addition to

Article 28. In cases of absence or temporary inability,

the absent or temporarily impeded Director may be

represented in the meetings of the Board of Directors by

another Director appointed in writing, who, in addition to



57

having his or her own vote, shall present the vote of the

absent or temporarily impeded Director.

having his or her own vote, shall present the vote of the

absent or temporarily impeded Director.

Paragraph 1. If the Director to be represented is an

Independent Director, the Director who represents him or

her must also fall within the classification of Independent

Director.

Paragraph 1. If the Director to be represented is an

Independent Director, the Director who represents him or

her must also fall within the classification of Independent

Director.

Paragraph 2. In the event of absence or temporary inability of

the Chairman of the Board, his or her functions shall be

provisionally filled in by the Vice Chairman or another

director appointed by the Vice Chairman.


the Chairman of the Board, his or her functions shall be

provisionally filled in by the Vice Chairman or another

director appointed by the Vice Chairman.


the Vice Chairman, the Chairman shall appoint a

replacement from among the other Directors.


the Vice Chairman, the Chairman shall appoint a

replacement from among the other Directors.

Subsection IV – Duties Subsection IV – Duties

Article 29. The responsibilities of the Board of Directors

include the following:

Article 29. The responsibilities of the Board of Directors

include the following:

(a) determining the general business guidelines of the

Company and its subsidiaries; including the approval

the annual budget and budget revisions of the Company

and its subsidiaries; and setting strategic plans and

targets for future periods, overseeing execution;

(a) determining the general business guidelines of the

Company and its subsidiaries; including the approval

the annual budget and budget revisions of the Company

and its subsidiaries; and setting strategic plans and

targets for future periods, overseeing execution;

(b) electing and removing the Executive Officers of the

Company and approving the Executive Management

Internal Regulation, whereas giving regard to the

provisions of these Bylaws;

(b) electing and removing the Executive Officers of the

Company and approving the Executive Management

Internal Regulation, whereas giving regard to the

provisions of these Bylaws;

(c) overseeing management of the Officers; examining the (c) overseeing management of the Officers; examining the



58

books and records of the Company at any time,

requesting information on previous or impending

transactions and any other management acts;

books and records of the Company at any time,

requesting information on previous or impending

transactions and any other management acts;

(d) deciding on the convening of the Shareholders’

Meetings;

(d) deciding on the convening of the Shareholders’

Meetings;

(e) submitting the Management Report and accounts, and

the annual financial statements to the Shareholders’

Meeting, along with its recommendations;

(e) submitting the Management Report and accounts, and

the annual financial statements to the Shareholders’

Meeting, along with its recommendations;

(f) presenting to the Shareholders’ Meeting the proposal on

allocation of the net income for the year;

(f) presenting to the Shareholders’ Meeting the proposal on

allocation of the net income for the year;

(g) granting prior authorization for the execution of

agreements of any kind, as well as settlements or waivers

of rights, which in any event imply liabilities for the

Company at amounts in excess of the Reference Amount,

as defined in the sole paragraph of this Article, to the

extent they have not been contemplated in the annual

budget, except however for the agreements set forth in

item (e) of Article 38 of these Bylaws;

(g) granting prior authorization for the execution of

agreements of any kind, as well as settlements or waivers

of rights, which in any event imply liabilities for the

Company at amounts in excess of the Reference Amount,

as defined in the sole paragraph of this Article, to the

extent they have not been contemplated in the annual

budget, except however for the agreements set forth in

item (e) of Article 38 of these Bylaws;

(h) granting prior authorization for investments of a single

nature not contemplated in the annual budget and

whose aggregate amount exceeds the Reference Amount;

(h) granting prior authorization for investments of a single

nature not contemplated in the annual budget and

whose aggregate amount exceeds the Reference Amount;

(i) granting prior authorization for any loan, financing,

bond issuance, or cancellation of simple, non-convertible

debentures not secured by collateral, or for the giving of

collateral or personal guarantees by the Company on

behalf of its subsidiaries, where the amount involved is

in excess of the Reference Amount and the transaction

has not been contemplated in the annual budget;

(i) granting prior authorization for any loan, financing,

bond issuance, or cancellation of simple, non-convertible

debentures not secured by collateral, or for the giving of

collateral or personal guarantees by the Company on

behalf of its subsidiaries, where the amount involved is

in excess of the Reference Amount and the transaction

has not been contemplated in the annual budget;



59

(j) authorizing the Executive Management Board to acquire,

or dispose of, or give collateral or create liens of any kind

on permanent assets of the Company, where the amount

involved implies liability in excess of the Reference

Amount and the transaction has not been contemplated

in the annual budget;

(j) authorizing the Executive Management Board to acquire,

or dispose of, or give collateral or create liens of any kind

on permanent assets of the Company, where the amount

involved implies liability in excess of the Reference

Amount and the transaction has not been contemplated

in the annual budget;

(k) granting prior authorization for the Company or a

subsidiary to enter into partnership or shareholders

agreements involving the Company or its subsidiaries;

(k) granting prior authorization for the Company or a

subsidiary to enter into partnership or shareholders

agreements involving the Company or its subsidiaries;

(l) deciding on the voting instructions where the Company

is to attend shareholders’ meetings of companies in

which it holds ownership interest, and granting prior

consent for approval of amendments to the articles of

association or bylaws of any investees, where the interest

value is in excess of the Reference Amount, due regard

being given to the provision under item 0 of Article 16;

(l) deciding on the voting instructions where the Company

is to attend shareholders’ meetings of companies in

which it holds ownership interest, and granting prior

consent for approval of amendments to the articles of

association or bylaws of any investees, where the interest

value is in excess of the Reference Amount, due regard

being given to the provision under item 0 of Article 16;

(m) appointing the Executive Officers of the subsidiaries,

provided that, unless otherwise decided by 75% of the

Directors, the appointment of the lead executives will

coincide with that of the Chief Executive Officer;

(m) appointing the Executive Officers of the subsidiaries,

provided that, unless otherwise decided by 75% of the

Directors, the appointment of the lead executives will

coincide with that of the Chief Executive Officer;

(n) deciding on proposals for the Company to repurchases

of its own shares whether for the shares to be kept as

treasury stock or for cancellation or subsequent reissue;

(n) deciding on proposals for the Company to repurchases

of its own shares whether for the shares to be kept as

treasury stock or for cancellation or subsequent reissue;

(o) having due regard for the corporate purposes stated in

Article 3, deciding on acquisitions of ownership interest

in other companies, and membership in philanthropic

associations and organizations, where the amount

involved is in excess of the Reference Amount and

except for interest acquired within the scope of the

(o) having due regard for the corporate purposes stated in

Article 3, deciding on acquisitions of ownership interest

in other companies, and membership in philanthropic

associations and organizations, where the amount

involved is in excess of the Reference Amount and

except for interest acquired within the scope of the



60

Company’s policy on financial investments; Company’s policy on financial investments;

(p) granting authorization, regardless of the amount

involved, for the Company to guarantee third-party

obligations under transactions unrelated to the Company

business or not arising from its operations, in particular

in connection with its role as central counterparty

clearing (and whether involving the Company or a

subsidiary);

(p) granting authorization, regardless of the amount

involved, for the Company to guarantee third-party

obligations under transactions unrelated to the Company

business or not arising from its operations, in particular

in connection with its role as central counterparty

clearing (and whether involving the Company or a

subsidiary);

(q) defining the three nominations list of selected specialized

firms, proposed for a valuation of the Company shares

and preparation of the valuation report, in the event a

tender offer is to be conducted in a going private process

(and cancellation of the public company registration) or

for the Company to delist from the Novo Mercado, as

provided in paragraph 2 of Article 63 of these Bylaws;

(q) defining the three nominations list of selected specialized

firms, proposed for a valuation of the Company shares

and preparation of the valuation report, in the event a

tender offer is to be conducted in a going private process

(and cancellation of the public company registration) or

for the Company to delist from the Novo Mercado, as

provided in paragraph 2 of Article 63 of these Bylaws;

(r) approving the hiring of a registrar to provide securities

bookkeeping services;

(r) approving the hiring of a registrar to provide securities

bookkeeping services;

(s) deciding on distributions (for payment or crediting to

shareholders) of interest on shareholders’ equity,

pursuant to applicable legislation;

(s) deciding on distributions (for payment or crediting to

shareholders) of interest on shareholders’ equity,

pursuant to applicable legislation;

(t) appointing and removing the independent auditors,

while giving regard to item (a) of Article 47,

(t) appointing and removing the independent auditors,

while giving regard to item (a) of Article 47,

(u) appointing the members of standing Advisory

Committees from among the Directors, and the members

of other committees or temporary working groups

established by the Board of Directors; and

(u) appointing the members of standing Advisory

Committees from among the Directors, and the members

of other committees or temporary working groups

established by the Board of Directors; and



61

(v) within fifteen (15) days after the announcement of any

tender offer initiated for shares issued by the Company,

expressing its support of, or opposition to, the offer in a

reasoned opinion to be released to the market, which

must advise the shareholders at least with regard to (i)

the timing and convenience of the bid vis-à-vis the

shareholders’ interests and the liquidity of their shares;

(ii) the offer impact on the business interests of the

Company; (iii) the bidder’s announced strategic plans

for the Company; and (iv) any other points of

consideration the Board may deem relevant, in addition

to providing the information required under applicable

CVM rules.

(v) within fifteen (15) days after the announcement of any

tender offer initiated for shares issued by the Company,

expressing its support of, or opposition to, the offer in a

reasoned opinion to be released to the market, which

must advise the shareholders at least with regard to (i)

the timing and convenience of the bid vis-à-vis the

shareholders’ interests and the liquidity of their shares;

(iii) the offer impact on the business interests of the

Company; (iii) the bidder’s announced strategic plans

for the Company; and (iv) any other points of

consideration the Board may deem relevant, in addition

to providing the information required under applicable

CVM rules.

Sole paragraph. For purposes of these Bylaws, the Reference

Amount shall equal 1% of the net equity value of the

Company, as determined at the end of the immediately

preceding year.

Sole paragraph. For purposes of these Bylaws, the Reference

Amount shall equal 1% of the net equity value of the

Company, as determined at the end of the immediately

preceding year.

Article 30. The Board of Directors shall also have powers to: Article 30. The Board of Directors shall also have powers to:

(a) approve the Market Access Regulations, as well as rules

governing admission, suspension and exclusion of Access

Permit holders, in addition other regulatory rules,

operating rules or clearing/settlement rules designed to

regulate and define transactions in debt or equity

securities, bonds and derivatives contracts admitted for

trading and/or registration, as carried out in any of the

trading, registration, clearing and settlement systems

operated by the Company and its subsidiaries;

(a) approve the Market Access Regulations, as well as rules

governing admission, suspension and exclusion of Access

Permit holders, in addition other regulatory rules,

operating rules or clearing/settlement rules designed to

regulate and define transactions in debt or equity

securities, bonds and derivatives contracts admitted for

trading and/or registration, as carried out in any of the

trading, registration, clearing and settlement systems


(b) approve rules related to issuer registration and listing,

admission for trading, suspension and delisting of debt

or equity securities, bonds and derivatives contracts, as

(b) approve rules related to issuer registration and listing,

admission for trading, suspension and delisting of debt

or equity securities, bonds and derivatives contracts, as



62

applicable; applicable;

(c) approve operating rules and regulations applicable

within the scope of any clearing house and the

registration systems, and clearing and settlement systems


(c) approve operating rules and regulations applicable

within the scope of any clearing house and the

registration systems, and clearing and settlement systems


(d) approve the Code of Ethics applicable to Participants

with access to markets operated by the Company, which

code will provide rules of ethical conduct necessary to

ensure proper market functioning and high standards of

business conduct , in addition to approving rules to

regulate the operation and composition of the Ethics

Committee, and electing the Committee members;

(d) approve the Code of Ethics applicable to Participants

with access to markets operated by the Company, which

code will provide rules of ethical conduct necessary to

ensure proper market functioning and high standards of

business conduct , in addition to approving rules to

regulate the operation and composition of the Ethics

Committee, and electing the Committee members;

(e) establish the penalties that may apply to breaches of the

rules approved by the Board of Directors;

(e) establish the penalties that may apply to breaches of the

rules approved by the Board of Directors;

(f) decide on the granting of the Access Permits, this

decision being subject, within thirty (30) days, to a

request for review to the Shareholders’ Meeting, which

must provide a definitive decision on the subject,

observing the provisions in the law in effect;

(f) decide on the granting of the Access Permits, this

decision being subject, within thirty (30) days, to a

request for review to the Shareholders’ Meeting, which

must provide a definitive decision on the subject,

observing the provisions in the law in effect;

(g) decide concerning the suspension and the cancellation of

the Access Permits, as well as to analyze the cases where

there is a change in the control and recommendations of

new administrators of companies that are holders of

Access Permits;

(g) decide concerning the suspension and the cancellation of

the Access Permits, as well as to analyze the cases where

there is a change in the control and recommendations of

new administrators of companies that are holders of

Access Permits;

(h) order the full or partial recess of the markets

administered by the Company and by its subsidiaries,

where a gross emergency situation has been recognized

that may affect the normal functioning of market

(h) order the full or partial recess of the markets

administered by the Company and by its subsidiaries,

where a gross emergency situation has been recognized

that may affect the normal functioning of market



63

activities, immediately communicating the decision, duly

founded, to the CVM;

activities, immediately communicating the decision, duly

founded, to the CVM;

(i) approve the annual report on operational risk controls

and the business continuity plan of the Company and of

its subsidiaries;

(i) approve the annual report on operational risk controls

and the business continuity plan of the Company and of

its subsidiaries;

(j) decide concerning the creation, allocation and

maintenance of funds and the other safeguarding

mechanisms, for the operations performed in the systems

and markets administered by the Company and its

subsidiaries, regulating the situations and procedures for

their use.

(j) decide concerning the creation, allocation and

maintenance of funds and the other safeguarding

mechanisms, for the operations performed in the systems

and markets administered by the Company and its

subsidiaries, regulating the situations and procedures for

their use.

Sole paragraph. The Board of Directors may delegate to the

Executive Management Board of the Company the setting of

technical, financial and operating criteria that complement

the rules and regulations stated in items (a), (b) and (c) of this

Article.

Sole paragraph. The Board of Directors may delegate to the

Executive Management Board of the Company the setting of

technical, financial and operating criteria that complement

the rules and regulations stated in items (a), (b) and (c) of this

Article.

Section II – Executive Management Board Section II – Executive Management Board

Article 31. The Executive Management Board is the body

that represents the Company, having the power to perform

all acts of the management of corporate business. The

Officers have the power to: (i) observe and enforce the terms

and conditions of these Bylaws, the decisions of the Board of

Directors and of the Shareholders’ Meeting; (ii) perform,

within its powers, all of the acts necessary for the ordinary

operation of the Company and consecution of the corporate

purpose, and (iii) coordinate the activities of the Company’s

subsidiaries.

Article 31. The Executive Management Board is the body

that represents the Company, having the power to perform

all acts of the management of corporate business. The

Officers have the power to: (i) observe and enforce the terms

and conditions of these Bylaws, the decisions of the Board of

Directors and of the Shareholders’ Meeting; (ii) perform,

within its powers, all of the acts necessary for the ordinary

operation of the Company and consecution of the corporate

purpose, and (iii) coordinate the activities of the Company’s

subsidiaries.



64

Article 32. The Executive Management Board shall be

comprised of five up to nine Officers, one being the Chief

Executive Officer and eight Executive Officers. All of the

Officers are elected and removable by the Board of Directors,

with a term of office of two years, with reelection to

consecutive terms of office being permitted.

Article 32. The Executive Management Board shall be

comprised of five up to nine Officers, one being the Chief

Executive Officer and eight Executive Officers. All of the

Officers are elected and removable by the Board of Directors,

with a term of office of two years, with reelection to

consecutive terms of office being permitted.

Sole paragraph. The Board of Directors shall designate, from

among the Officers of the Company, the one (those) who

shall fulfill the duties of Finance and Investor Relations

Officer.

Sole paragraph. The Board of Directors shall designate, from

among the Officers of the Company, the one (those) who

shall fulfill the duties of Finance and Investor Relations

Officer.

Article 33. The Executive Officers work for the Company on

an exclusive dedication basis and are not permitted while in

office to have ties (as defined in paragraph 9 of Article 22): (i)

with holders of a permit for access to the Company’s

markets, (ii) with a shareholder or Shareholder Group

owning interest in 5% or more of the issued and outstanding

shares of voting stock of the Company, (iii) with any

institution that is a participant in the Brazilian or other

international securities distribution system, (iv) with other

public companies; (v) with portfolio management firms; and

(vi) with institutional investors.

Article 33. The Executive Officers work for the Company on

an exclusive dedication basis and are not permitted while in

office to have ties (as defined in paragraph 9 of Article 22): (i)

with holders of a permit for access to the Company’s

markets, (ii) with a shareholder or Shareholder Group

owning interest in 5% or more of the issued and outstanding

shares of voting stock of the Company, (iii) with any

institution that is a participant in the Brazilian or other

international securities distribution system, (iv) with other

public companies; (v) with portfolio management firms; and

(vi) with institutional investors.

Article 34. Persons eligible to act as Chief Executive Officer

are those that meet all applicable legal and regulatory

requirements and the requirements established in paragraph

4 of Article 22, provided due regard shall be given to the

provision in the sole paragraph of Article 20 of these Bylaws.

Article 34. Persons eligible to act as Chief Executive Officer

are those that meet all applicable legal and regulatory

requirements and the requirements established in paragraph

4 of Article 22, provided due regard shall be given to the

provision in the sole paragraph of Article 20 of these Bylaws.

Paragraph 1. The Chief Executive Officer shall nominate

candidate officers for appointment by the Board of Directors.

If the Board of Directors fails to approve any of the

nominees, additional nominations will be made until they

Paragraph 1. The Chief Executive Officer shall nominate

candidate officers for appointment by the Board of Directors.

If the Board of Directors fails to approve any of the

nominees, additional nominations will be made until they



65

meet with the approval of the Board of Directors. meet with the approval of the Board of Directors.

Paragraph 2. The Chief Executive Officer may suspend from

office any executive officer pending a decision of the Board

of Directors on his or her removal from office.

Paragraph 2. The Chief Executive Officer may suspend from

office any executive officer pending a decision of the Board

of Directors on his or her removal from office.

Article 35. The Chief Executive Officer has the following

powers, additionally to the other attributions established in

these Bylaws:

Article 35. The Chief Executive Officer has the following

powers, additionally to the other attributions established in

these Bylaws:

(a) convene and chair the meetings of the Executive

Management Board;

(a) convene and chair the meetings of the Executive

Management Board;

(b) propose to the Board of Directors the rules and

composition of the Executive Management Board;

(b) propose to the Board of Directors the rules and

composition of the Executive Management Board;

(c) guide and coordinate the activities of the remaining

Officers;

(c) guide and coordinate the activities of the remaining

Officers;

(d) undertake the general planning of the Company and of

its subsidiaries;

(d) undertake the general planning of the Company and of

its subsidiaries;

(e) approve the organizational structure of the Company,

contracting and controlling the executive staff, the

technicians, auxiliaries and consultants it believes are

convenient or necessary, defining positions, functions

and compensation and setting their duties and powers,

observing the directives imposed by the budget

approved by the Board of Directors;

(e) approve the organizational structure of the Company,

contracting and controlling the executive staff, the

technicians, auxiliaries and consultants it believes are

convenient or necessary, defining positions, functions

and compensation and setting their duties and powers,

observing the directives imposed by the budget

approved by the Board of Directors;

(f) establish the Market Risk Technical Committee, and

regulate its operation, membership, roles and

responsibilities, setting member compensation, as

applicable and with due regard for the standards

(f) establish the Market Risk Technical Committee, and

regulate its operation, membership, roles and

responsibilities, setting member compensation, as

applicable and with due regard for the standards



66

established by the Compensation Committee; established by the Compensation Committee;

(g) create other Technical Committees, Consulting or

Operating Committees, Technical Commissions for the

Customization, Classification and Arbitration,

workgroups and advisory bodies, defining their

composition, roles and responsibilities;

(g) create other Technical Committees, Consulting or

Operating Committees, Technical Commissions for the

Customization, Classification and Arbitration,

workgroups and advisory bodies, defining their

composition, roles and responsibilities;

(h) determine prices, charges, compensation, commissions

and contributions and any other costs to be charged to

holders of Access Permits and to third parties, for the

services arising from the compliance of the functional,

operating, regulatory, supervision and classifying

services of the Company, ensuring their broad disclosure

to interested parties;

(h) determine prices, charges, compensation, commissions

and contributions and any other costs to be charged to

holders of Access Permits and to third parties, for the

services arising from the compliance of the functional,

operating, regulatory, supervision and classifying

services of the Company, ensuring their broad disclosure

to interested parties;

(i) propose to the Board of Directors the regulatory,

operating and clearing rules that shall govern and define

the operations performed with the securities and

contracts admitted for trading in the systems

administered by the Company or by its subsidiaries

and/or listed in any of their respective trading,

registration, clearing and settlement systems;

(i) propose to the Board of Directors the regulatory,

operating and clearing rules that shall govern and define

the operations performed with the securities and

contracts admitted for trading in the systems

administered by the Company or by its subsidiaries

and/or listed in any of their respective trading,

registration, clearing and settlement systems;

(j) determine the securities, certificates and contracts that

shall be admitted for trading, registration, clearing and

settlement in the environment and systems administered

by the Company, as well as to determine the suspension

or cancellation of the trading, registration, clearing and

settlement of these securities and contracts;

(j) determine the securities, certificates and contracts that

shall be admitted for trading, registration, clearing and

settlement in the environment and systems administered

by the Company, as well as to determine the suspension

or cancellation of the trading, registration, clearing and

settlement of these securities and contracts;

(k) supervise in real-time and inspect the transactions traded

and/or registered in any of the trading, registration,

clearing and settlement systems under the Company’s

(k) supervise in real-time and inspect the transactions traded

and/or registered in any of the trading, registration,

clearing and settlement systems under the Company’s



67

surveillance; surveillance;

(l) take measures and adopt procedures to prevent the

realization of operations that may constitute breaches of

legal and regulatory rules, compliance with which is a

duty of the Company to oversee;

(l) take measures and adopt procedures to prevent the

realization of operations that may constitute breaches of

legal and regulatory rules, compliance with which is a

duty of the Company to oversee;

(m) in cases of gross emergencies, to declare the total or

partial recess of the markets under the Company and its

subsidiaries’ surveillance, immediately communicating

the decision to the Board of Directors and the CVM;

(m) in cases of gross emergencies, to declare the total or

partial recess of the markets under the Company and its

subsidiaries’ surveillance, immediately communicating

the decision to the Board of Directors and the CVM;

(n) to cautiously order the suspension, for the maximum

period of 90 days, of the activities of holders of Access

Permits, in cases provided in the Access Regulation or

the remaining rules passed by the Board of Directors, or,

also, where there is an apparent breach of the Code of

Ethics, immediately communicating the suspension to the

CVM and the Brazilian Central Bank;

(n) to cautiously order the suspension, for the maximum

period of 90 days, of the activities of holders of Access

Permits, in cases provided in the Access Regulation or

the remaining rules passed by the Board of Directors, or,

also, where there is an apparent breach of the Code of

Ethics, immediately communicating the suspension to the

CVM and the Brazilian Central Bank;

(o) prevent the performance of the operations in negotiation,

registration, clearing and settlement systems of the

Company, when there is evidence that these may

constitute breaches of the legal and regulatory rules with

which compliance is a duty of the Company to oversee;

(o) prevent the performance of the operations in negotiation,

registration, clearing and settlement systems of the

Company, when there is evidence that these may

constitute breaches of the legal and regulatory rules with

which compliance is a duty of the Company to oversee;

(p) cancel trades and/or registration of any of the

negotiation, registration, clearance or settlement of any

transactions undertaken at the environment and systems

of the Company, even if they are not yet liquidated, as

well as suspend their liquidation, in case of infraction to

the legal and regulatory rules overseen by the Company;

(p) cancel trades and/or registration of any of the

negotiation, registration, clearance or settlement of any

transactions undertaken at the environment and systems

of the Company, even if they are not yet liquidated, as

well as suspend their liquidation, in case of infraction to

the legal and regulatory rules overseen by the Company;

(q) determine special procedures for any operations (q) determine special procedures for any operations



68

performed and/or registered in any of the negotiation,

registration, clearance or settlement systems of the

Company, as well as to establish conditions for their

liquidation;

performed and/or registered in any of the negotiation,

registration, clearance or settlement systems of the

Company, as well as to establish conditions for their

liquidation;

(r) immediately inform the CVM of the occurrence of events

that affect, even if only temporarily, the operation of the

markets under the Company’s surveillance, and

(r) immediately inform the CVM of the occurrence of events

that affect, even if only temporarily, the operation of the

markets under the Company’s surveillance, and

(s) send to the CVM, within the deadline and in the manner

specified by it, the information and the reports relating to

the operations performed and/or registered in any of the

negotiation, registration, compensation and liquidation

systems of the Company.

(s) send to the CVM, within the deadline and in the manner

specified by it, the information and the reports relating to

the operations performed and/or registered in any of the

negotiation, registration, compensation and liquidation

systems of the Company.

Paragraph 1. The decisions taken by the Chief Executive

Officer in exercising the powers that are dealt with in lines

(n) to (q) of the main provision of this Article, may be

appealed, by any interested party, to the Board of Directors.

Paragraph 1. The decisions taken by the Chief Executive

Officer in exercising the powers that are dealt with in lines

(n) to (q) of the main provision of this Article, may be

appealed, by any interested party, to the Board of Directors.

Paragraph 2. The period for and the effects of filing an

appeal provided in paragraph 1 of this Article, as well as the

other situations where an appeal is appropriate, shall be

established by the Board of Directors.

Paragraph 2. The period for and the effects of filing an

appeal provided in paragraph 1 of this Article, as well as the

other situations where an appeal is appropriate, shall be

established by the Board of Directors.

Paragraph 3. The Market Risk Technical Committee referred

to in item (f) of this Article shall be comprised by Executive

Officers and other Company’s employees appointed by the

Chief Executive Officer and shall have the following

responsibilities: (i) analyze the macroeconomic scenario and

related risks to the markets in which the Company

participates; (ii) define the criteria and parameters to

calculate margin values; (iii) define the criteria and

parameters for the valuation of assets received as collateral;

Paragraph 3. The Market Risk Technical Committee referred

to in item (f) of this Article shall be comprised by Executive

Officers and other Company’s employees appointed by the

Chief Executive Officer and shall have the following

responsibilities: (i) analyze the macroeconomic scenario and

related risks to the markets in which the Company

participates; (ii) define the criteria and parameters to

calculate margin values; (iii) define the criteria and

parameters for the valuation of assets received as collateral;



69

(iv) define types and amounts of collateral used in the stock

exchanges and/or registered in any trade, registration,

settlement or clearing systems under the Company and its

subsidiaries’ surveillance, to be used, inclusive, for opened

contracts; (v) propose a policy for deposited margin

surveillance; (vi) analyze the market leverage; (vii)

recommend any criteria, limits and parameters for the credit

risk management of the market participants; (viii) analyze

and recommend solutions for the enhancement of the risk

management systems; and (ix) prepare any other analysis

related to the abovementioned activities.

(iv) define types and amounts of collateral used in the stock

exchanges and/or registered in any trade, registration,

settlement or clearing systems under the Company and its

subsidiaries’ surveillance, to be used, inclusive, for opened

contracts; (v) propose a policy for deposited margin

surveillance; (vi) analyze the market leverage; (vii)

recommend any criteria, limits and parameters for the credit

risk management of the market participants; (viii) analyze

and recommend solutions for the enhancement of the risk

management systems; and (ix) prepare any other analysis

related to the abovementioned activities.

Article 36. The Officer who performs the duties of Finance

Officer has the power to: (i) plan and write budgets and

work plans and of investments of the Company, annual or

multiannual relating to the activities of the Company; (ii)

answer for the control of the execution of budgets that are

referred to in the previous line; (iii) administer and invest the

financial resources of the Company, and supervise the same

activities performed by the Company’s subsidiaries, and (iv)

manage the accounts, financial and fiscal/tax planning

sectors of the Company.

Article 36. The Officer who performs the duties of Finance

Officer has the power to: (i) plan and write budgets and

work plans and of investments of the Company, annual or

multiannual relating to the activities of the Company; (ii)

answer for the control of the execution of budgets that are

referred to in the previous line; (iii) administer and invest the

financial resources of the Company, and supervise the same

activities performed by the Company’s subsidiaries, and (iv)

manage the accounts, financial and fiscal/tax planning

sectors of the Company.

Article 37. The Investor Relations Officer has the power to

disclose information to investors, the CVM and the stock

exchange or over-the-counter market where the Company’s

securities will be negotiated, as well as to maintain the

registration of the Company in compliance with applicable

CVM rules.

Article 37. The Investor Relations Officer has the power to

disclose information to investors, the CVM and the stock

exchange or over-the-counter market where the Company’s

securities will be negotiated, as well as to maintain the

registration of the Company in compliance with applicable

CVM rules.

Article 38. The responsibilities of the Executive Management

Board include the following:

Article 38. The responsibilities of the Executive Management

Board include the following:

(a) authorize the opening or closing and moving of (a) authorize the opening or closing and moving of



70

branches, agencies, deposits, offices or any other

establishment of the Company in Brazil or elsewhere;

branches, agencies, deposits, offices or any other

establishment of the Company in Brazil or elsewhere;

(b) submit annually, for the consideration of the Board of

Directors, the Management Report and the financial

statements, accompanied by the independent auditors’

report, as well as the proposal on allocation of net

income for the year;

(b) submit annually, for the consideration of the Board of

Directors, the Management Report and the financial

statements, accompanied by the independent auditors’

report, as well as the proposal on allocation of net

income for the year;

(c) prepare and propose to the Board of Directors the

annual budget, multi-year budgets, strategic plans,

expansion plans and investment programs;

(c) prepare and propose to the Board of Directors the

annual budget, multi-year budgets, strategic plans,

expansion plans and investment programs;

(d) grant prior authorization for the Company or any

subsidiary to acquire or dispose of movable assets or

real property assets, to establish possessory lien or non-

possessory lien or other encumbrances on these assets,

or to take out a loan, or agree a financing arrangement,

or give security interest or personal guarantees, for an

amount representing liability below the Reference

Amount provided in the sole paragraph of Article 29;

and

(d) grant prior authorization for the Company or any

subsidiary to acquire or dispose of movable assets or

real property assets, to establish possessory lien or non-

possessory lien or other encumbrances on these assets,

or to take out a loan, or agree a financing arrangement,

or give security interest or personal guarantees, for an

amount representing liability below the Reference

Amount provided in the sole paragraph of Article 29;

and

(e) authorize the Company to enter into and/or renew

liquidity facility transactions, whether or not

collateralized, and/or asset monetization schemes with

the aim of ensuring timely compliance with obligations

of the Company related to its activities as central

counterparty clearing, regardless of the amount involved

in the transaction; and

(e) authorize the Company to enter into and/or renew

liquidity facility transactions, whether or not

collateralized, and/or asset monetization schemes with

the aim of ensuring timely compliance with obligations

of the Company related to its activities as central

counterparty clearing, regardless of the amount involved

in the transaction; and

(f) on request of the Chief Executive Officer, decide on any

matters not included within the scope of exclusive

authority of the Shareholders’ Meeting or the Board of

(f) on request of the Chief Executive Officer, decide on any

matters not included within the scope of exclusive

authority of the Shareholders’ Meeting or the Board of



71

Directors. Directors.

Subsection I - Replacements and Vacancy

in the Executive Management Board

Subsection I - Replacements and Vacancy

in the Executive Management Board

Article 39. The Chief Executive Officer shall be substituted:

(i) in the event of absence or inability for a maximum 30-day

period, by another Officer appointed by him; (ii) when on

leave for over 30 days and less than 120 days, by the Officer

appointed by the Board of Directors at a meeting called

specifically for this purpose; and (iii) when on leave for 120

days or more, or when vacancies fall open, the Board of

Directors shall be convened to elect the new Chief Executive

Officer pursuant to the proceedings established in these

Bylaws.

Article 39. The Chief Executive Officer shall be substituted:

(i) in the event of absence or inability for a maximum 30-day

period, by another Officer appointed by him; (ii) when on

leave for over 30 days and less than 120 days, by the Officer

appointed by the Board of Directors at a meeting called

specifically for this purpose; and (iii) when on leave for 120

days or more, or when vacancies fall open, the Board of

Directors shall be convened to elect the new Chief Executive

Officer pursuant to the proceedings established in these

Bylaws.

Article 40. The other Officers shall be substituted: (i) for

absence or inability or leave of absence for a period not

exceeding 120 days, by an Officer appointed by the Chief

Executive Officer; and (ii) when the absence if for a period of

120 days or more, or there is a vacancy, the Board of

Directors shall be convened to elect the new Officer, under

the procedures established in paragraph 1 of Article 34.

Article 40. The other Officers shall be substituted: (i) for

absence or inability or leave of absence for a period not

exceeding 120 days, by an Officer appointed by the Chief

Executive Officer; and (ii) when the absence if for a period of

120 days or more, or there is a vacancy, the Board of

Directors shall be convened to elect the new Officer, under

the procedures established in paragraph 1 of Article 34.

Subsection II – Meetings of the Executive Management Board Subsection II – Meetings of the Executive Management Board

Article 41. Except as provided in Article 42 below, the

meetings of the Executive Management Board shall be

deemed valid with the presence of at least half plus one of

the elected Officers and resolutions shall require a majority

vote of those present. The Chief Executive Officer shall cast

the deciding vote in case of tie.

Article 41. Except as provided in Article 42 below, the

meetings of the Executive Management Board shall be

deemed valid with the presence of at least half plus one of

the elected Officers and resolutions shall require a majority

vote of those present. The Chief Executive Officer shall cast

the deciding vote in case of tie.

Article 42. Without prejudice to the specific attributes of the Article 42. Without prejudice to the specific attributes of the



72

Chief Executive Officer and the other Officers, the Officers

responsible for the respective areas must be present for

decisions:

Chief Executive Officer and the other Officers, the Officers

responsible for the respective areas must be present for

decisions:

(a) Declaration of breach by a participant of any of the

Clearing Houses, specifying the relevant measures taken

in accordance with applicable regulations;

(a) Declaration of breach by a participant of any of the

Clearing Houses, specifying the relevant measures taken

in accordance with applicable regulations;

(b) Establishment of operating, credit and risk limits for

Clearing Houses direct or indirect participants, acting

individually or as a group, each subject to the specific

procedures;

(b) Establishment of operating, credit and risk limits for

Clearing Houses direct or indirect participants, acting

individually or as a group, each subject to the specific

procedures;

(c) Definition of the clearing houses ordinary procedures, as

well as the procedure for the implementation of trade

systems and guarantee and risk systems by them; and

(c) Definition of the clearing houses ordinary procedures, as

well as the procedure for the implementation of trade

systems and guarantee and risk systems by them; and

(d) Remittance of orders regarding the partial or full

settlement of opened positions in one or more markets

held by holders of Access Permits or their clients.

(d) Remittance of orders regarding the partial or full

settlement of opened positions in one or more markets

held by holders of Access Permits or their clients.

Subsection III - Company Representation Subsection III - Company Representation

Article 43. Except as otherwise provided in the paragraphs of

this Article, the Company shall be represented and shall only

be deemed bound by an act or signature:

Article 43. Except as otherwise provided in the paragraphs of

this Article, the Company shall be represented and shall only

be deemed bound by an act or signature:

(a) of two Officers; (a) of two Officers;

(b) of any Officer jointly with an attorney-in-fact with

specific powers; or

(b) of any Officer jointly with an attorney-in-fact with

specific powers; or

(c) two attorneys-in-fact with specific powers. (c) two attorneys-in-fact with specific powers.



73

Paragraph 1. No acts for which these Bylaws require prior

authorization from the Board of Directors shall be valid

without this approval.

Paragraph 1. No acts for which these Bylaws require prior

authorization from the Board of Directors shall be valid

without this approval.

Paragraph 2. The Company may be represented by a single

Officer or attorney-in-fact holding specific powers to:

Paragraph 2. The Company may be represented by a single

Officer or attorney-in-fact holding specific powers to:

(a) represent the Company in routine activities performed

outside the Company’s principal place of business;

(a) represent the Company in routine activities performed

outside the Company’s principal place of business;

(b) represent the Company at Shareholders’ Meetings and

meetings of the partners at companies in which the

Company holds an interest;

(b) represent the Company at Shareholders’ Meetings and

meetings of the partners at companies in which the

Company holds an interest;

(c) represent the Company in court, except for acts that

entail waiving rights; or

(c) represent the Company in court, except for acts that

entail waiving rights; or

(d) represent the Company in simple administrative

routines, including those related to public agencies,

mixed-capital companies, boards of trade, labor courts,

the National Social Security Institute (Instituto Nacional do

Seguro Social), or INSS, the Employee’s Time in Service

Guarantee Fund (Fundo de Garantia do Tempo de Serviço),

or FGTS, and banks receiving such payments and other

activities of a similar nature.

(d) represent the Company in simple administrative

routines, including those related to public agencies,

mixed-capital companies, boards of trade, labor courts,

the National Social Security Institute (Instituto Nacional do

Seguro Social), or INSS, the Employee’s Time in Service

Guarantee Fund (Fundo de Garantia do Tempo de Serviço),

or FGTS, and banks receiving such payments and other

activities of a similar nature.

Paragraph 3. The Board of Directors may authorize specific

acts that shall be binding on the Company subject to

signature of only one Officer or attorney-in-fact, or

furthermore establish authority and jurisdiction for a single

representative to perform such acts.

Paragraph 3. The Board of Directors may authorize specific

acts that shall be binding on the Company subject to

signature of only one Officer or attorney-in-fact, or

furthermore establish authority and jurisdiction for a single

representative to perform such acts.

Article 44. Powers of attorney shall always be granted or

revoked by two Officers, including the Chief Executive

Article 44. Powers of attorney shall always be granted or

revoked by two Officers, including the Chief Executive



74

Officer, establishing the powers of the attorney-in-fact and,

except powers of attorney issued for judicial purposes, these

powers shall always be granted for a limited period.

Officer, establishing the powers of the attorney-in-fact and,

except powers of attorney issued for judicial purposes, these

powers shall always be granted for a limited period.

Section III - Ancillary Administrative Bodies Section III - Ancillary Administrative Bodies

Article 45. The Company shall have the following mandatory

committees to advise the Board of Directors:

Article 45. The Company shall have the following mandatory

committees to advise the Board of Directors:

(a) Audit Committee;

(b) Nominations and Corporate Governance Committee;

(c) Compensation Committee; and

(d) Risk Committee.

(a) Audit Committee;

(b) Nominations and Corporate Governance Committee;

(c) Compensation Committee; and

(d) Risk Committee.

Paragraph 1. The Committees shall likewise perform their

functions with regard to companies in which the Company

has an interest.

Paragraph 1. The Committees shall likewise perform their

functions with regard to companies in which the Company

has an interest.

Paragraph 2. The Board of Directors may establish additional

committees charged with advising Management on specific

matters of limited scope, for a limited time period. In this

event, the Board will also appoint the committee members.

Paragraph 2. The Board of Directors may establish additional

committees charged with advising Management on specific

matters of limited scope, for a limited time period. In this

event, the Board will also appoint the committee members.

Paragraph 3. The Board of Directors shall also regulate the

operation and establish the compensation of the committee

members.

Paragraph 3. The Board of Directors shall also regulate the

operation and establish the compensation of the committee

members.

Subsection I - Audit Committee Subsection I - Audit Committee

Article 46. The Audit Committee is established as a standing

board advisory committee composed of five independent

members. No more than two audit committee members shall

Article 46. The Audit Committee is established as a standing

board advisory committee composed of five independent

members. No more than two audit committee members shall



75

be Independent Directors; the other members shall be

external independent members (“External Members”) and

fulfill the requirements set forth in paragraph 2 of this

Article. At least one audit committee member shall be

required to have recognized experience in corporate

accounting.

be Independent Directors; the other members shall be

external independent members (“External Members”) and

fulfill the requirements set forth in paragraph 2 of this

Article. At least one audit committee member shall be

required to have recognized experience in corporate

accounting.

Paragraph 1. The Nominations and Corporate Governance

Committee shall nominate the candidates for the Audit

Committee, whose members the Board of Directors shall

appoint for two-year terms, reelection for successive terms

being permitted, provided the combined terms shall not

exceed a maximum period of 10 years.

Paragraph 1. The Nominations and Corporate Governance

Committee shall nominate the candidates for the Audit

Committee, whose members the Board of Directors shall

appoint for two-year terms, reelection for successive terms

being permitted, provided the combined terms shall not

exceed a maximum period of 10 years.

Paragraph 2. The External Members of the Audit Committee

shall meet the following requirements:

Paragraph 2. The External Members of the Audit Committee

shall meet the following requirements:

(a) being knowledgeable or well experienced in auditing,

compliance and controls, accounting and taxation and

other related matters;

(a) being knowledgeable or well experienced in auditing,

compliance and controls, accounting and taxation and

other related matters;

(b) holding no position in the Board of Directors or

Executive Management Board of the Company or its

subsidiaries;

(b) holding no position in the Board of Directors or

Executive Management Board of the Company or its

subsidiaries;

(c) holding no interest in Company shares, including no

interest held by a spouse or domestic partner;

(c) holding no interest in Company shares, including no

interest held by a spouse or domestic partner;

(d) holding no controlling or minority interest in, and not

acting as, management member or employee of, a

shareholder of the Company or its subsidiaries;

(d) holding no controlling or minority interest in, and not

acting as, management member or employee of, a

shareholder of the Company or its subsidiaries;

(e) in the 12-month period preceding their appointment, not

having had ties with: (i) the Company, its subsidiaries or,

(e) in the 12-month period preceding their appointment, not

having had ties with: (i) the Company, its subsidiaries or,



76

as the case may be, its direct or indirect controlling

shareholders or companies under common (direct or

indirect) control; (ii) any of the directors and officers of

the Company and its subsidiaries or, as the case may be,

their direct or indirect controlling shareholders; (iii)

holders of permits for access to markets the Company

operates; and (iv) a shareholder or Shareholder Group

holding an interest in 10% or more of the issued and

outstanding shares of voting stock of the Company; and

as the case may be, its direct or indirect controlling

shareholders or companies under common (direct or

indirect) control; (ii) any of the directors and officers of

the Company and its subsidiaries or, as the case may be,

their direct or indirect controlling shareholders; (iii)

holders of permits for access to markets the Company

operates; and (iv) a shareholder or Shareholder Group

holding an interest in 10% or more of the issued and

outstanding shares of voting stock of the Company; and

(f) not holding at the time, and in the 5 year period

preceding their appointment not having held, a position

as: (i) officer or employee of the Company, its

subsidiaries and affiliates or, as the case may be, its direct

or indirect controlling shareholders or companies under

common (direct or indirect) control; or (ii) member and

lead auditor of the audit team in charge of auditing the

financial information of the Company;

(f) not holding at the time, and in the 5 year period

preceding their appointment not having held, a position

as: (i) officer or employee of the Company, its

subsidiaries and affiliates or, as the case may be, its direct

or indirect controlling shareholders or companies under

common (direct or indirect) control; or (ii) member and

lead auditor of the audit team in charge of auditing the

financial information of the Company;

(g) not being a spouse, or lineal or collateral blood relative to

the third degree, or relative by affinity to the second

degree, of any of the persons alluded to in item (f) above;

and

(g) not being a spouse, or lineal or collateral blood relative to

the third degree, or relative by affinity to the second

degree, of any of the persons alluded to in item (f) above;

and

(h) fulfill the requirements set forth in paragraphs 4 and 5 of

Article 22 of these Bylaws and those of article 147 of

Brazilian Corporate Law*.

(h) fulfill the requirements set forth in paragraphs 4 and 5 of

Article 22 of these Bylaws and those of article 147 of


Paragraph 3. While in office, committee members may be

replaced in the following circumstances:

Paragraph 3. While in office, committee members may be

replaced in the following circumstances:

(a) death or resignation; (a) death or resignation;

(b) unjustified absence at 3 consecutive or 6 nonconsecutive (b) unjustified absence at 3 consecutive or 6 nonconsecutive



77

meetings over a one-year period; or meetings over a one-year period; or

(c) pursuant to a well-founded decision of the Board of

Directors passed with the affirmative vote of at least five

(5) Directors, a majority of whom must fulfill the

requirements in paragraph 6 of Article 22.

(c) pursuant to a well-founded decision of the Board of

Directors passed with the affirmative vote of at least five

(5) Directors, a majority of whom must fulfill the

requirements in paragraph 6 of Article 22.

Paragraph 4. If a committee seat should become vacant, the

Board of Directors shall elect a person to conclude the term

of the outgoing member, as recommended by the

Nominations and Corporate Governance Committee.

Paragraph 4. If a committee seat should become vacant, the

Board of Directors shall elect a person to conclude the term

of the outgoing member, as recommended by the

Nominations and Corporate Governance Committee.

Paragraph 5. After stepping down, regardless of length of

time previously served, a former committee member may

only be reappointed to a committee seat after at least three

(3) years shall have expired from the end of the relevant

term.

Paragraph 5. After stepping down, regardless of length of

time previously served, a former committee member may

only be reappointed to a committee seat after at least three

(3) years shall have expired from the end of the relevant

term.

Article 47. Without prejudice to the provisions of Paragraphs

1 and 2 of this article, the Audit Committee shall report to the

Board of Directors. The responsibilities of the Audit

Committee include, among other things:

Article 47. Without prejudice to the provisions of Paragraphs

1 and 2 of this article, the Audit Committee shall report to the

Board of Directors. The responsibilities of the Audit

Committee include, among other things:

(a) making recommendations to the Board of Directors

regarding the retention or replacement of the

independent auditors of the Company, and advising the

Board on retaining the independent auditing firm to

perform non-audit services;

(a) making recommendations to the Board of Directors

regarding the retention or replacement of the

independent auditors of the Company, and advising the

Board on retaining the independent auditing firm to

perform non-audit services;

(b) supervising the activities of the independent auditors to

evaluate (i) their objectiveness (independence standard);

(ii) the quality of their services; and (iii) their suitability

vis-à-vis the Company’s requirements;

(b) supervising the activities of the independent auditors to

evaluate (i) their objectiveness (independence standard);

(ii) the quality of their services; and (iii) their suitability

vis-à-vis the Company’s requirements;



78

(c) supervising the work of the internal auditors of the

Company and its subsidiaries, monitoring the

effectiveness and adequacy of the internal audit

structure, and the quality and integrity of internal and

independent audit processes, in addition to

recommending improvements, as may be necessary;

(c) supervising the work of the internal auditors of the

Company and its subsidiaries, monitoring the

effectiveness and adequacy of the internal audit

structure, and the quality and integrity of internal and

independent audit processes, in addition to

recommending improvements, as may be necessary;

(d) supervising the financial reporting activities of the

Company and the subsidiaries;

(d) supervising the financial reporting activities of the


(e) supervising the internal controls activities of the


(e) supervising the internal controls activities of the


(f) monitoring the quality and integrity of the quarterly

financial information, and of the annual and interim

financial statements prepared by the Company and its

subsidiaries, making recommendations as may be

necessary;

(f) monitoring the quality and integrity of the quarterly

financial information, and of the annual and interim

financial statements prepared by the Company and its

subsidiaries, making recommendations as may be

necessary;

(g) monitoring the quality and integrity of the internal

control mechanisms of the Company and the

subsidiaries, making recommendations to improve

policies, practices and processes, as may be necessary;

(g) monitoring the quality and integrity of the internal

control mechanisms of the Company and the

subsidiaries, making recommendations to improve

policies, practices and processes, as may be necessary;

(h) evaluating the effectiveness and adequacy of risk control

and risk management systems, including as related to

legal, tax and labor risks;

(h) evaluating the effectiveness and adequacy of risk control

and risk management systems, including as related to

legal, tax and labor risks;

(i) advising the Board of Directors, prior to release, about

the annual internal audit report that assesses the internal

controls structure and corporate risk management

system of the Company;

(i) advising the Board of Directors, prior to release, about

the annual internal audit report that assesses the internal

controls structure and corporate risk management

system of the Company;



79

(j) on request of the Board of Directors, making

recommendations on management proposals to be put

forward to the Shareholders’ Meeting regarding changes

to the capital stock (share issues), issuance of debentures

or warrants, the capital expenditure budgets, dividend

distributions, transformation of corporate type, or

merger, consolidation or spin-off transactions; and

(j) on request of the Board of Directors, making

recommendations on management proposals to be put

forward to the Shareholders’ Meeting regarding changes

to the capital stock (share issues), issuance of debentures

or warrants, the capital expenditure budgets, dividend

distributions, transformation of corporate type, or

merger, consolidation or spin-off transactions; and

(k) monitoring the quality and integrity of data and

measurements released on the basis of adjusted financial

or other information, which add information

unanticipated in the customary financial reporting

structure;

(k) monitoring the quality and integrity of data and

measurements released on the basis of adjusted financial

or other information, which add information

unanticipated in the customary financial reporting

structure;

(l) monitoring and assessing risk exposures incurred by the

Company, for this purpose being permitted to request

detailed information on policies and processes related to

(i) management compensation; (ii) use of Company

assets; and (iii) expenses incurred by the Company;

(l) monitoring and assessing risk exposures incurred by the

Company, for this purpose being permitted to request

detailed information on policies and processes related to

(i) management compensation; (ii) use of Company

assets; and (iii) expenses incurred by the Company;

(m) working in cooperation with management and the

internal auditors to monitor and assess the internal audit

department of the Company, and the adequacy of

transactions with related parties carried out by the

Company and the related documentation;

(m) working in cooperation with management and the

internal auditors to monitor and assess the internal audit

department of the Company, and the adequacy of

transactions with related parties carried out by the

Company and the related documentation;

(n) advising the Board of Directors on matters the directors

may refer to the committee and any other matter the

latter may consider of importance.

(n) advising the Board of Directors on matters the directors

may refer to the committee and any other matter the

latter may consider of importance.

Paragraph 1. The Audit Committee shall prepare an annual

report in summary form which will be released in

conjunction with the annual financial statements, which

report shall contain at least the following information: (i) the

Paragraph 1. The Audit Committee shall prepare an annual

report in summary form which will be released in

conjunction with the annual financial statements, which

report shall contain at least the following information: (i) the



80

activities performed in the period, its findings and

recommendations; (ii) an evaluation of the effectiveness of

the internal controls and risk management systems adopted

by the Company; (iii) a description of recommendations

made to management and evidence of implementation; (iv)

an evaluation of the effectiveness of both internal and

independent audit work; (v) an evaluation of the quality of

the financial reports and the internal audit report regarding

internal controls and risk management processes prepared

for the period; and (vi) any instance denoting significant

disagreement between the committee and management or

the independent auditors relative to the financial statements

of the Company.

activities performed in the period, its findings and

recommendations; (ii) an evaluation of the effectiveness of

the internal controls and risk management systems adopted

by the Company; (iii) a description of recommendations

made to management and evidence of implementation; (iv)

an evaluation of the effectiveness of both internal and

independent audit work; (v) an evaluation of the quality of

the financial reports and the internal audit report regarding

internal controls and risk management processes prepared

for the period; and (vi) any instance denoting significant

disagreement between the committee and management or

the independent auditors relative to the financial statements

of the Company.

Paragraph 2. The Coordinator of the Audit Committee or, in

his absence or inability, another committee member

designated by him, shall meet with the Board of Directors at

least on a quarterly basis to report on the committee

activities. Where necessary or convenient, the Coordinator

or, as the case may be, his designated substitute, shall invite

other committee members to join him at the meeting with the

Board.

Paragraph 2. The Coordinator of the Audit Committee or, in

his absence or inability, another committee member

designated by him, shall meet with the Board of Directors at

least on a quarterly basis to report on the committee

activities. Where necessary or convenient, the Coordinator

or, as the case may be, his designated substitute, shall invite

other committee members to join him at the meeting with the

Board.

Paragraph 3. The Audit Committee shall be assured proper

channels to receive claims of improper practices within the

scope of the activities it oversees, including confidential,

internal or external claims.

Paragraph 3. The Audit Committee shall be assured proper

channels to receive claims of improper practices within the

scope of the activities it oversees, including confidential,

internal or external claims.

Article 48. The Audit Committee shall approve, by a majority

of votes, the proposed Regulation to govern its own

operation, which it shall forwarded for approval by the

Board of Directors.

Article 48. The Audit Committee shall approve, by a majority

of votes, the proposed Regulation to govern its own

operation, which it shall forwarded for approval by the

Board of Directors.

Sole paragraph. In performing its functions, the Audit Sole paragraph. In performing its functions, the Audit



81

Committee shall be granted access to any information it may

require. The Audit Committee shall be functionally

autonomous and operate on funds appropriated in the

budget, as approved by the Board of Directors, so it may

carry out or order, or retain external, independent

consultants or specialists to perform, special evaluations,

assessments or investigations within the realm of the

Committee’s responsibilities.

Committee shall be granted access to any information it may

require. The Audit Committee shall be functionally

autonomous and operate on funds appropriated in the

budget, as approved by the Board of Directors, so it may

carry out or order, or retain external, independent

consultants or specialists to perform, special evaluations,

assessments or investigations within the realm of the

Committee’s responsibilities.

Subsection II - Compensation Committee Subsection II - Compensation Committee

Article 49. The Board of Directors shall establish a standing

Compensation Committee which shall be composed of three

members of the Board of Directors, two of whom shall be

Independent Directors.


Compensation Committee which shall be composed of three

members of the Board of Directors, two of whom shall be

Independent Directors.

Paragraph 1. The Compensation Committee shall be

responsible for:

Paragraph 1. The Compensation Committee shall be

responsible for:

(a) recommending to the Board of Directors, and revising

annually, the standards and guidelines that shape the

policy, and the policy concerning compensation of the

Company’s managers and of the Committee members

and members of other board advisory groups

(a) recommending to the Board of Directors, and revising

annually, the standards and guidelines that shape the

policy, and the policy concerning compensation of the

Company’s managers and of the Committee members

and members of other board advisory groups

(b) annually proposing to the Board of Directors the

compensation of directors and officers of the Company,

for submission to the Shareholders’ Meeting;

(b) annually proposing to the Board of Directors the

compensation of directors and officers of the Company,

for submission to the Shareholders’ Meeting;

(c) reviewing and submitting to the Board of Directors the

goals and targets related to the Chief Executive Officer

compensation plan, as well as evaluating his or her

performance;

(c) reviewing and submitting to the Board of Directors the

goals and targets related to the Chief Executive Officer

compensation plan, as well as evaluating his or her

performance;



82

(d) reviewing and submitting to the Board the Chief

Executive Officer proposal on the goals and targets

concerning the senior executive compensation plans, and

assessing the evaluation process implemented by the

Chief Executive Officer with respect to his or her

subordinates, monitoring implementation of conclusions

and resulting actions;

(d) reviewing and submitting to the Board the Chief

Executive Officer proposal on the goals and targets

concerning the senior executive compensation plans, and

assessing the evaluation process implemented by the

Chief Executive Officer with respect to his or her

subordinates, monitoring implementation of conclusions

and resulting actions;

(e) take action as may be necessary for the Company to

timely plan and adequately prepare for the succession of

its executives, in particular for the Chief Executive Officer

and the principal senior executives; and

(e) take action as may be necessary for the Company to

timely plan and adequately prepare for the succession of

its executives, in particular for the Chief Executive Officer

and the principal senior executives; and

(f) take action to ensure the Company adopts a

competencies and leadership model which is in line with

its strategic plan, including with regard to talent

attraction, retention and motivation.

(f) take action to ensure the Company adopts a

competencies and leadership model which is in line with

its strategic plan, including with regard to talent

attraction, retention and motivation.

Paragraph 2. The Chief Executive Officer will be invited to

participate in Compensation Committee meetings as often as

may be necessary.

Paragraph 2. The Chief Executive Officer will be invited to

participate in Compensation Committee meetings as often as

may be necessary.

Subsection III – Nominations and Corporate Governance

Committee

Subsection III – Nominations and Corporate Governance

Committee


Nominations and Corporate Governance Committee, which

shall comprise three members, at least two of them being

independent members.


Nominations and Corporate Governance Committee, which

shall comprise three members, at least two of them being

independent members.

Sole paragraph. With the main purpose of preserving the

credibility and legitimacy of Company and its subsidiaries,

the Nominations and Corporate Governance Committee

Sole paragraph. With the main purpose of preserving the

credibility and legitimacy of Company and its subsidiaries,

the Nominations and Corporate Governance Committee



83

shall: shall:

(a) Identify, recruit and nominate potential board members

for election by the Shareholders’ Meeting, due regard

being given to applicable legal requirements and

requirements of these Bylaws;

(a) Identify, recruit and nominate potential board members

for election by the Shareholders’ Meeting, due regard

being given to applicable legal requirements and

requirements of these Bylaws;

(b) Identify, recruit and nominate potential Board Advisory

Committee members for appointment by the Board of

Directors persons, due regard being given to applicable

legal requirements and requirements of these Bylaws;

(b) Identify, recruit and nominate potential Board Advisory

Committee members for appointment by the Board of

Directors persons, due regard being given to applicable

legal requirements and requirements of these Bylaws;

(c) identify, recruit and nominate potential replacements to

fill in vacant Corporate Governance Committee seats,

whose term of office shall extend through to the date of

the subsequent Shareholders’ Meeting;

(c) identify, recruit and nominate potential replacements to

fill in vacant Corporate Governance Committee seats,

whose term of office shall extend through to the date of

the subsequent Shareholders’ Meeting;

(d) Make recommendations to the Board of Directors about

membership and operations of the Board;

(d) Make recommendations to the Board of Directors about

membership and operations of the Board;

(e) Make recommendations to the Board of Directors about

advisory committee or work groups (commission)

membership, in addition to conducting periodic reviews

of the competencies and qualifications required from

Board members, including as to diversity of expertise

and leadership style;

(e) Make recommendations to the Board of Directors about

advisory committee or work groups (commission)

membership, in addition to conducting periodic reviews

of the competencies and qualifications required from

Board members, including as to diversity of expertise

and leadership style;

(f) Support the Board Chair in organizing a formal and

periodic self-evaluation process both by the Chair and by

the Board as a collective body;

(f) Support the Board Chair in organizing a formal and

periodic self-evaluation process both by the Chair and by

the Board as a collective body;

(g) Support the Board of Directors in the process of

recruiting and nominating the Chief Executive Officer, in

addition to supporting the latter in recruiting and

(g) Support the Board of Directors in the process of

recruiting and nominating the Chief Executive Officer, in

addition to supporting the latter in recruiting and



84

nominating the other Executive Officers; nominating the other Executive Officers;

(h) Promote and monitor adoption of best recommended

corporate governance practices, as well as monitoring

effectiveness of corporate governance processes,

suggesting changes, updates and improvements, as

necessary;

(h) Promote and monitor adoption of best recommended

corporate governance practices, as well as monitoring

effectiveness of corporate governance processes,

suggesting changes, updates and improvements, as

necessary;

(i) Prepare or update, for approval by the Board of

Directors, the Corporate Governance Guidelines and the

governance documents of the Company (Regulations,

Codes and Policies);

(i) Prepare or update, for approval by the Board of

Directors, the Corporate Governance Guidelines and the

governance documents of the Company (Regulations,

Codes and Policies);

(j) Prepare, for approval by the Board of Directors, the

Code of Conduct of the Company, which shall apply to

directors, executive officers, employees and other

collaborators and providers of the Company and its

subsidiaries. The Code of Conduct shall be prepared

based on the following principles and Company values:

ethical conduct, equality of rights, respect for diversity

and accountability;

(j) Prepare, for approval by the Board of Directors, the

Code of Conduct of the Company, which shall apply to

directors, executive officers, employees and other

collaborators and providers of the Company and its

subsidiaries. The Code of Conduct shall be prepared

based on the following principles and Company values:

ethical conduct, equality of rights, respect for diversity

and accountability;

(k) Promote and monitor practices aimed at preserving

ethical and democratic values, while ensuring

transparency, visibility and access to markets managed

by the Company and its subsidiaries;

(k) Promote and monitor practices aimed at preserving

ethical and democratic values, while ensuring

transparency, visibility and access to markets managed

by the Company and its subsidiaries;

(l) Promote and monitor practices for dissemination

amongst all Company constituencies of the Company

values and principles of protection of human rights,

respect for diversity of gender, race and faith, while

promoting citizenship and social inclusion rights;

(l) Promote and monitor practices for dissemination

amongst all Company constituencies of the Company

values and principles of protection of human rights,

respect for diversity of gender, race and faith, while

promoting citizenship and social inclusion rights;

(m) Evaluate and make strategy recommendations that add (m) Evaluate and make strategy recommendations that add



85

or maintain value to the institutional image of the

Company; and

or maintain value to the institutional image of the

Company; and

(n) Monitor business from the perspectives of sustainability

and social responsibility, whereas supporting the Board

in perfecting the Company vision in this regard.

(n) Monitor business from the perspectives of sustainability

and social responsibility, whereas supporting the Board

in perfecting the Company vision in this regard.

Subsection IV – Risk Committee Subsection IV – Risk Committee


Risk Committee composed of at least four (4) members, all of

them Directors, whether or not Independent.


Risk Committee composed of at least four (4) members, all of

them Directors, whether or not Independent.

Sole paragraph. The Risk Committee shall be responsible for: Sole paragraph. The Risk Committee shall be responsible for:

(a) assessing and monitoring exposure to risks intrinsic to

the business activities of the Company, with particular

focus on structural and strategic risk management;

(a) assessing and monitoring exposure to risks intrinsic to

the business activities of the Company, with particular

focus on structural and strategic risk management;

(b) assessing and recommending the Company’s risk

management guidelines and strategies; and

(b) assessing and recommending the Company’s risk

management guidelines and strategies; and

(c) conducting periodic reassessments of the risk

management strategies adopted by the Company.

(c) conducting periodic reassessments of the risk

management strategies adopted by the Company.

CHAPTER V CHAPTER V

FISCAL COUNCIL FISCAL COUNCIL

Article 52. The Company shall have a Fiscal Council, which

shall be comprised of three to five members, and the same

number of alternates, with the powers and authority granted

by Brazilian Corporate Law* and operating on a non-

Article 52. The Company shall have a Fiscal Council, which

shall be comprised of three to five members, and the same

number of alternates, with the powers and authority granted

by Brazilian Corporate Law* and operating on a non-



86

permanent basis. The Fiscal Council shall only be instated by

the Shareholders’ Meeting, upon request by shareholders

representing the percentage required by law or CVM

regulations.

permanent basis. The Fiscal Council shall only be instated by

the Shareholders’ Meeting, upon request by shareholders

representing the percentage required by law or CVM

regulations.

Paragraph 1. Fiscal Council members shall be elected by the

Shareholders’ Meeting, which approves its creation. Their

term of office shall expire at the time of the Annual

Shareholders’ Meeting following their election.

Paragraph 1. Fiscal Council members shall be elected by the

Shareholders’ Meeting, which approves its creation. Their

term of office shall expire at the time of the Annual

Shareholders’ Meeting following their election.

Paragraph 2. If the Company is at any time controlled by a

shareholder or controlling group, as defined in Article 116 of

Brazilian Corporate Law*, Fiscal Council member elections

shall be subject to paragraph 4, Article 161, of Brazilian

Corporate Law*.

Paragraph 2. If the Company is at any time controlled by a

shareholder or controlling group, as defined in Article 116 of

Brazilian Corporate Law*, Fiscal Council member elections

shall be subject to paragraph 4, Article 161, of Brazilian

Corporate Law*.

Paragraph 3. After the Fiscal Council is instated, instatement

in office shall be registered in a specific book, signed by the

member of the Fiscal Council taking office, and by previous

execution of the Fiscal Council Member Statement of

Consent according to the terms of the Novo Mercado Listing

Rules.

Paragraph 3. After the Fiscal Council is instated, instatement

in office shall be registered in a specific book, signed by the

member of the Fiscal Council taking office, and by previous

execution of the Fiscal Council Member Statement of

Consent according to the terms of the Novo Mercado Listing

Rules.

Paragraph 4. Members of the Fiscal Council shall be replaced

by their respective alternates, when absent they are or

prevented from exercising the position. If a seat on the Fiscal

Council falls vacant, the respective alternate shall take up the

position. If no alternate is available, a Shareholders’ Meeting

shall be convened to elect a member to conclude the term of

office.

Paragraph 4. Members of the Fiscal Council shall be replaced

by their respective alternates, when absent they are or

prevented from exercising the position. If a seat on the Fiscal

Council falls vacant, the respective alternate shall take up the

position. If no alternate is available, a Shareholders’ Meeting

shall be convened to elect a member to conclude the term of

office.

Paragraph 5. Members of the Fiscal Council shall receive

compensation to be established by the Shareholders’

Meeting, which, for each active member, shall be now lower

Paragraph 5. Members of the Fiscal Council shall receive

compensation to be established by the Shareholders’

Meeting, which, for each active member, shall be now lower



87

than 10% of the average amount paid to each Officer, not

including benefits, representation fees and profit-sharing.

than 10% of the average amount paid to each Officer, not

including benefits, representation fees and profit-sharing.

CHAPTER VI CHAPTER VI

FISCAL YEAR, FINANCIAL STATEMENTS AND

EARNINGS

FISCAL YEAR, FINANCIAL STATEMENTS AND

EARNINGS

Article 53. The financial year shall coincide with the calendar

year. The financial statements required by law shall be

drawn up at the end of each financial year.

Article 53. The financial year shall coincide with the calendar

year. The financial statements required by law shall be

drawn up at the end of each financial year.

Paragraph 1. Alongside the financial statements for the year,

the Company management bodies shall present the Annual

Shareholders’ Meeting a proposal on the intended use of net

profits, in accordance with the rules of these Bylaws and


Paragraph 1. Alongside the financial statements for the year,

the Company management bodies shall present the Annual

Shareholders’ Meeting a proposal on the intended use of net

profits, in accordance with the rules of these Bylaws and


Paragraph 2. In addition to the financial statements for the

year, the Company shall also prepare semi-annual financial

statements and produce monthly balance sheets.

Paragraph 2. In addition to the financial statements for the

year, the Company shall also prepare semi-annual financial

statements and produce monthly balance sheets.

Article 54. Any accumulated losses and the income tax

provision shall be deducted from the yearly profit before any

allocation to profit sharing payment can be made.

Article 54. Any accumulated losses and the income tax

provision shall be deducted from the yearly profit before any

allocation to profit sharing payment can be made.

Sole paragraph. Provided the deductions referred to in this

Article shall have been made, the Shareholders’ Meeting may

allocate to profit sharing payment attributable to

management up to 10% of the remaining net income,

whereas giving regard to the restrictions foreseen by

Brazilian Corporate Law* and these Bylaws.

Sole paragraph. Provided the deductions referred to in this

Article shall have been made, the Shareholders’ Meeting may

allocate to profit sharing payment attributable to

management up to 10% of the remaining net income,

whereas giving regard to the restrictions foreseen by

Brazilian Corporate Law* and these Bylaws.



88

Article 55. After the deductions contemplated in the

preceding Article, 5% of the net profit for the year shall be

used to establish the Legal Reserve, due regard given to the

thresholds established by law.

Article 55. After the deductions contemplated in the

preceding Article, 5% of the net profit for the year shall be

used to establish the Legal Reserve, due regard given to the

thresholds established by law.

Paragraph 1. After the allocation to the Legal Reserve, the

net profit for the year, as adjusted for allocations to

contingency reserves or reversals thereof, if any, shall be

allocated in the following order: (i) at least 25% for

distribution of the mandatory dividend to shareholders

(which may be limited to the amount of the realized net

profit for the year, provided the difference shall be recorded

in an unrealized profit reserve); and (ii) without prejudice to

the provision of paragraph 3 of this Article, all net profit

thus remaining shall be allocated to bylaws reserves for

future investments in the business and also for the special

safeguard funds and other clearing and settlement

mechanisms adopted by the Company to ensure full

completion (clearing and settlement) to transactions carried

out on its trading platforms or registered in its systems.

Paragraph 1. After the allocation to the Legal Reserve, the

net profit for the year, as adjusted for allocations to

contingency reserves or reversals thereof, if any, shall be

allocated in the following order: (i) at least 25% for

distribution of the mandatory dividend to shareholders

(which may be limited to the amount of the realized net

profit for the year, provided the difference shall be recorded

in an unrealized profit reserve); and (ii) without prejudice to

the provision of paragraph 3 of this Article, all net profit

thus remaining shall be allocated to bylaws reserves for

future investments in the business and also for the special

safeguard funds and other clearing and settlement

mechanisms adopted by the Company to ensure full

completion (clearing and settlement) to transactions carried

out on its trading platforms or registered in its systems.

Paragraph 2. The total allocations to bylaws reserves

contemplated in (ii) of the preceding paragraph shall not

exceed the capital stock amount.

Paragraph 2. The total allocations to bylaws reserves

contemplated in (ii) of the preceding paragraph shall not

exceed the capital stock amount.

Paragraph 3. Where in any year the Board of Directors

deems the total amount allocated to bylaws reserves

pursuant to paragraph 1 of this Article to be sufficient to

meet the purposes thereof, it may: (i) propose net profit

allocations to bylaws reserves at lower amounts than

otherwise required under in item (ii) of paragraph 1 of this

Article; and/or (ii) propose a reversal of previously reserved

funds for the same to be distributed as dividends to the

Paragraph 3. Where in any year the Board of Directors

deems the total amount allocated to bylaws reserves

pursuant to paragraph 1 of this Article to be sufficient to

meet the purposes thereof, it may: (i) propose net profit

allocations to bylaws reserves at lower amounts than

otherwise required under in item (ii) of paragraph 1 of this

Article; and/or (ii) propose a reversal of previously reserved

funds for the same to be distributed as dividends to the



89

shareholders. shareholders.

Paragraph 4. Upon giving due regard to the allocations

contemplated in paragraph 1 of this Article, and as permitted

under Article 196 of Brazilian Corporate Law*, the

Shareholders’ Meeting may decide to retain a portion of the

yearly net profit consistent with the allocations foreseen in a

previously approved capital expenditure budget.

Paragraph 4. Upon giving due regard to the allocations

contemplated in paragraph 1 of this Article, and as permitted

under Article 196 of Brazilian Corporate Law*, the

Shareholders’ Meeting may decide to retain a portion of the

yearly net profit consistent with the allocations foreseen in a

previously approved capital expenditure budget.

Paragraph 5. The mandatory dividend set forth in item (i) of

paragraph 1 of this Article may be suspended in any year in

which the Board of Directors reports at the Annual

Shareholders’ Meeting that the distribution would be

inadvisable given the Company’s financial condition. The

Fiscal Council, if active, shall issue an opinion on the matter,

and management, acting within five days after the

Shareholders’ Meeting, shall file a reasoned report with the

CVM justifying the recommendation.

Paragraph 5. The mandatory dividend set forth in item (i) of

paragraph 1 of this Article may be suspended in any year in

which the Board of Directors reports at the Annual

Shareholders’ Meeting that the distribution would be

inadvisable given the Company’s financial condition. The

Fiscal Council, if active, shall issue an opinion on the matter,

and management, acting within five days after the

Shareholders’ Meeting, shall file a reasoned report with the

CVM justifying the recommendation.

Paragraph 6. Any profits retained pursuant to paragraph 5

of this Article shall be recorded in a special reserve and, if

not absorbed by losses in subsequent years, shall be paid out

as dividends, as soon as the Company’s financial condition

so allows.

Paragraph 6. Any profits retained pursuant to paragraph 5

of this Article shall be recorded in a special reserve and, if

not absorbed by losses in subsequent years, shall be paid out

as dividends, as soon as the Company’s financial condition

so allows.

Article 56. Upon resolution of the Board of Directors, the

Company may:

Article 56. Upon resolution of the Board of Directors, the

Company may:

(a) distribute dividends based on profits ascertained in the

semi-annual balance sheets;

(a) distribute dividends based on profits ascertained in the

semi-annual balance sheets;

(b) prepare balance sheets for periods of shorter than six

months and distribute dividends based on the profits

ascertained therein, provided that total dividends paid

(b) prepare balance sheets for periods of shorter than six

months and distribute dividends based on the profits

ascertained therein, provided that total dividends paid



90

in each semi-annual period of the financial year do not

exceed the capital reserves mentioned in Article 182,

paragraph 1, of Brazilian Corporate Law*;

in each semi-annual period of the financial year do not

exceed the capital reserves mentioned in Article 182,

paragraph 1, of Brazilian Corporate Law*;

(c) distribute intermediate dividends based on retained

earnings account or existing profit reserves in the most

recent annual or semi-annual balance sheets; and

(c) distribute intermediate dividends based on retained

earnings account or existing profit reserves in the most

recent annual or semi-annual balance sheets; and

(d) credit or pay to the shareholders, by resolution of the

Board of Directors, interest on shareholders’ capital,

which shall be ascribed to the value of dividends to be

distributed by the Company, and shall be an integral

part thereof for all legal purposes.

(d) credit or pay to the shareholders, by resolution of the

Board of Directors, interest on shareholders’ capital,

which shall be ascribed to the value of dividends to be

distributed by the Company, and shall be an integral

part thereof for all legal purposes.

Article 57. Shareholders which not receive or claim

dividends within a period of three years counted from the

date they were made available for distribution shall lose the

rights to receive such dividends, which shall revert to the

Company.

Article 57. Shareholders which not receive or claim

dividends within a period of three years counted from the

date they were made available for distribution shall lose the

rights to receive such dividends, which shall revert to the

Company.

CHAPTER VII CHAPTER VII

SHAREHOLDERS’ INTEREST MONITORING

SHAREHOLDERS’ INTEREST MONITORING

Article 58. Without prejudice to the other provisions of these

Bylaws, the Company, represented by the Investor Relations

Officer, shall monitor changes in shareholder ownership

interest in order to prevent and, as the case may be, report on

violations of these Bylaws (as per paragraph 1 of this

Article), and present motion for the Shareholders’ Meeting to

impose penalty as provided in Article 71 of these Bylaws.

Article 58. Without prejudice to the other provisions of these

Bylaws, the Company, represented by the Investor Relations

Officer, shall monitor changes in shareholder ownership

interest in order to prevent and, as the case may be, report on

violations of these Bylaws (as per paragraph 1 of this

Article), and present motion for the Shareholders’ Meeting to

impose penalty as provided in Article 71 of these Bylaws.



91

Paragraph 1. If, at any time, the Investor Relations Officer

identifies a violation of any of the share limit restrictions

relating to any shareholder or Shareholder Group limits, he

or she must, within a maximum period of 30 days, report

such circumstances on the Company website on the Internet

and report to: (i) the Chair of the Board of Directors; (ii) the

Chief Executive Officer; (iii) the members of the Fiscal

Council, if instated; (iv) BM&FBOVESPA; and (v) CVM.

Paragraph 1. If, at any time, the Investor Relations Officer

identifies a violation of any of the share limit restrictions

relating to any shareholder or Shareholder Group limits, he

or she must, within a maximum period of 30 days, report

such circumstances on the Company website on the Internet

and report to: (i) the Chair of the Board of Directors; (ii) the

Chief Executive Officer; (iii) the members of the Fiscal

Council, if instated; (iv) BM&FBOVESPA; and (v) CVM.

Paragraph 2. The Investor Relations Officer, by his own

discretion or in fulfillment to a request of a regulatory entity,

may require that any shareholder or Shareholder Group

provides information on ones or the group members’ direct

and indirect ownership structure, composition of the group,

including as the case may be, controlling block or corporate

group (whether in fact or by law) in which it or each of them

belongs.

Paragraph 2. The Investor Relations Officer, by his own

discretion or in fulfillment to a request of a regulatory entity,

may require that any shareholder or Shareholder Group

provides information on ones or the group members’ direct

and indirect ownership structure, composition of the group,

including as the case may be, controlling block or corporate

group (whether in fact or by law) in which it or each of them

belongs.

CHAPTER VIII CHAPTER VIII

DISPOSITION OF CONTROL; GOING PRIVATE PROCESS

(CANCELLATION OF PUBLIC COMPANY

REGISTRATION); DELISTING FROM NOVO MERCADO;

PROTECTION OF WIDESPREAD OWNERSHIP

DISPOSITION OF CONTROL; GOING PRIVATE PROCESS

(CANCELLATION OF PUBLIC COMPANY

REGISTRATION); DELISTING FROM NOVO MERCADO;

PROTECTION OF WIDESPREAD OWNERSHIP

Section I - Disposition of Control Section I - Disposition of Control

Article 59. A Disposition of Control, whether implemented

in a single or a series of successive transactions, must be

agreed under a condition precedent or dissolving condition

that the Acquirer of Control undertakes to conduct tender

Article 59. A Disposition of Control, whether implemented

in a single or a series of successive transactions, must be

agreed under a condition precedent or dissolving condition

that the Acquirer of Control undertakes to conduct a tender



92

offer to purchase the shares of all other shareholders in

accordance with the conditions and deadlines prescribed by

applicable legislation and in the Novo Mercado Listing Rules,

so as to ensure all shareholders are extended equal treatment

as afforded the Selling Controlling Shareholder.

offer to purchase the shares of all other shareholders in

accordance with the conditions and deadlines prescribed by

applicable legislation, and in the Novo Mercado Listing Rules,

so as to ensure all shareholders are extended equal treatment

as afforded the Selling Controlling Shareholder.

Article 60. A tender offer shall likewise be required pursuant

to Article 59 (i) where warrants or other securities or

instruments convertible into, or exercisable or exchangeable

for shares issued by the Company are sold or transferred in

any way which implies a Disposition of Control; or (ii) where

Control over a Controlling Shareholder is disposed of, in

which case the Selling Controlling Shareholder shall be

required to disclose the selling price to BM&FBOVESPA and

provide verifiable documentary evidence of such price.

Article 60. A tender offer shall likewise be required pursuant

to Article 59 (i) where warrants or other securities or

instruments convertible into, or exercisable or exchangeable

for shares issued by the Company are sold or transferred in

any way which implies a Disposition of Control; or (ii) where

Control over a Controlling Shareholder is disposed of, in

which case the Selling Controlling Shareholder shall be

required to disclose the selling price to BM&FBOVESPA and

provide verifiable documentary evidence of such price.

Article 61. Any person acquiring Control under a private

transaction entered into with a Controlling Shareholder

(regardless of the number of shares thus acquired) shall be

required to (i) carry out a tender offer in the manner

prescribed in Article 59, and (ii) refund selling counterparties

from whom it may have purchased shares in stock market

transactions over the six months preceding the date of

acquisition of Control, the difference between the selling

price per share and the tender offer bid price per share, as

adjusted for inflation through to the refund date. The

aggregate refundable amount shall be allocated amongst the

relevant selling counterparties, in proportion to the daily net

selling positions attributable to each such counterparty over

the relevant six-month period, and BM&FBOVESPA shall

implement the refund process in accordance with its own

rules.

Article 61. Any person acquiring Control under a private

transaction entered into with a Controlling Shareholder

(regardless of the number of shares thus acquired) shall be

required to (i) carry out a tender offer in the manner

prescribed in Article 59, and (ii) refund selling counterparties

from whom it may have purchased shares in stock market

transactions over the six months preceding the date of

acquisition of Control, the difference between the selling

price per share and the tender offer bid price per share, as

adjusted for inflation through to the refund date. The

aggregate refundable amount shall be allocated amongst the

relevant selling counterparties, in proportion to the daily net

selling positions attributable to each such counterparty over

the relevant six-month period, and BM&FBOVESPA shall

implement the refund process in accordance with its own

rules.

Article 62. The Company shall refrain from registering any Article 62. The Company shall refrain from registering any



93

share transfer to an Acquirer of Control or subsequent

holders of Control until such time as the latter two shall have

signed the required Instrument of Adherence to the Novo

Mercado Listing Rules.

share transfer to an Acquirer of Control or subsequent

holders of Control until such time as the latter two shall have

signed the required Instrument of Adherence to the Novo


Paragraph 1. The Company shall not register any

Shareholders’ Agreement regulating the exercise of Control

until such time as the parties thereto shall have signed the

Instrument of Adherence to the Novo Mercado Listing Rules

referred to in the main provision of this Article.

Paragraph 1. The Company shall not register any

Shareholders’ Agreement regulating the exercise of Control

until such time as the parties thereto shall have signed the

Instrument of Adherence to the Novo Mercado Listing Rules

referred to in the main provision of this Article.

Paragraph 2. Within the six-month period following any

Disposition of Control and the ensuing tender offer

conducted pursuant to Article 59 above, the Acquirer of

Control shall, as the case may be, take appropriate action to

restore the minimum free float mandated by the Novo


Paragraph 2. Within the six-month period following any

Disposition of Control and the ensuing tender offer

conducted pursuant to Article 59 above, the Acquirer of

Control shall, as the case may be, take appropriate action to

restore the minimum free float mandated by the Novo


Article 63. Where shareholders convening in a Shareholders’

Meeting approve: (i) a going private process (and

deregistration as a public company), the Company or the

Controlling Shareholder(s), if any, shall conduct a tender

offer to purchase all other shares, wherein the bid price shall

at least equal the Economic Value per share, as determined

pursuant to a valuation report prepared according to

paragraphs 1 to 3 of this Article, due regard given to other

applicable legal and regulatory requirements; or (ii) a

delisting from the Novo Mercado segment either for the shares

to trade on another market or listing segment, or because the

unlisted surviving company in a corporate restructuring

process failed to list its shares to trade on the Novo Mercado

within one hundred and twenty (120) days after the date of

the meeting which first approved the restructuring process,

then the Controlling Shareholder shall be required to

Article 63. Where shareholders convening in a Shareholders’

Meeting approve: (i) a going private process (and

deregistration as a public company), the Company or the

Controlling Shareholder(s), if any, shall conduct a tender

offer to purchase all other shares, wherein the bid price shall

at least equal the Economic Value per share, as determined


paragraphs 1 to 3 of this Article, due regard given to other

applicable legal and regulatory requirements; or (ii) a

delisting from the Novo Mercado segment either for the shares

to trade on another market or listing segment, or because the

unlisted surviving company in a corporate restructuring

process failed to list its shares to trade on the Novo Mercado

within one hundred and twenty (120) days after the date of

the meeting which first approved the restructuring process,

then the Controlling Shareholder shall be required to



94

conduct a tender offer for all other shares at a bid price at

least equal to the Economic Value per share, as determined


paragraphs 1 to 3 of this Article, and giving regard to

applicable legal and regulatory requirements.

conduct a tender offer for all other shares at a bid price at

least equal to the Economic Value per share, as determined


paragraphs 1 to 3 of this Article, and giving regard to

applicable legal and regulatory requirements.

Paragraph 1. Any valuation report required under the main

provision of this Article shall be prepared by a verifiably

experienced, independent, specialist valuation firm, which is

not susceptible to being influenced by the decisions of the

Board or Management, the Company or the Controlling

Shareholder(s), if any. In addition, the valuation report shall

meet the requirements of paragraph 1 of Article 8 of Brazilian

Corporate Law* and include the liability clause provided

under paragraph 6 of that legal provision.

Paragraph 1. Any valuation report required under the main

provision of this Article shall be prepared by a verifiably

experienced, independent, specialist valuation firm, which is

not susceptible to being influenced by the decisions of the

Board or Management, the Company or the Controlling

Shareholder(s), if any. In addition, the valuation report shall

meet the requirements of paragraph 1 of Article 8 of Brazilian

Corporate Law* and include the liability clause provided

under paragraph 6 of that legal provision.

Paragraph 2. The Shareholders’ Meeting has exclusive

discretion to select a specialized firm or institution to

determine the Economic Value of the Company from a list of

the three names presented by the Board of Directors. The

decision shall pass by a majority of affirmative votes cast by

shareholders present at the Shareholders’ Meeting,

disregarding blank votes. Attendance by holders of record

representing at least 20% of all Outstanding Shares shall

constitute valid quorum to convene the Shareholders’

Meeting on first call, provided that, on second call, the

meeting may be held with any number of attendee

shareholders.

Paragraph 2. The Shareholders’ Meeting has exclusive

discretion to select a specialized firm or institution to

determine the Economic Value of the Company from a list of

the three names presented by the Board of Directors. The

decision shall pass by a majority of affirmative votes cast by

shareholders present at the Shareholders’ Meeting,

disregarding blank votes. Attendance by holders of record

representing at least 20% of all Outstanding Shares shall

constitute valid quorum to convene the Shareholders’

Meeting on first call, provided that, on second call, the

meeting may be held with any number of attendee

shareholders.

Paragraph 3. The costs of the valuation report shall be borne

in full by the offeror.

Paragraph 3. The costs of the valuation report shall be borne

in full by the offeror.

Article 64. Absent a Controlling Shareholder, if shareholders

convening in a Shareholders’ Meeting approve a delisting

Article 64. Absent a Controlling Shareholder, if shareholders

convening in a Shareholders’ Meeting approve a delisting



95

from the Novo Mercado segment whether for the shares to

trade on some other market or listing segment, or because

the unlisted surviving company in a corporate restructuring

process has failed to have its shares listed to trade on the

Novo Mercado within the assigned deadline (such as provided

in item (ii) of the main provision of Article 63 above), then

any such delisting shall be contingent on a tender offer being

conducted under the same terms and conditions established

under Article 63 above.

from the Novo Mercado segment whether for the shares to

trade on some other market or listing segment, or because

the unlisted surviving company in a corporate restructuring

process has failed to have its shares listed to trade on the

Novo Mercado within the assigned deadline (such as provided

in item (ii) of the main provision of Article 63 above), then

any such delisting shall be contingent on a tender offer being

conducted under the same terms and conditions established

under Article 63 above.

Paragraph 1. The Shareholders’ Meeting shall in any event

name the shareholder or shareholders in attendance of the

meeting which shall be responsible for conducting the tender

offer, and the designated party or parties shall be required to

commit expressly to carrying out the tender offer.

Paragraph 1. The Shareholders’ Meeting shall in any event

name the shareholder or shareholders in attendance of the

meeting which shall be responsible for conducting the tender

offer, and the designated party or parties shall be required to

commit expressly to carrying out the tender offer.

Paragraph 2. Where the shareholders’ meeting approves a

corporate restructuring process but fails to appoint the

shareholder(s) responsible for conducting a tender offer if the

unlisted surviving company fails to arrange the listing on the

Novo Mercado segment, then the obligation to conduct a

tender offer shall lie with all the shareholders that voted for

the corporate restructuring process.

Paragraph 2. Where the shareholders’ meeting approves a

corporate restructuring process but fails to appoint the

shareholder(s) responsible for conducting a tender offer if the

unlisted surviving company fails to arrange the listing on the

Novo Mercado segment, then the obligation to conduct a

tender offer shall lie with all the shareholders that voted for

the corporate restructuring process.

Article 65. A delisting from the Novo Mercado segment

triggered by noncompliance with the Listing Rules, shall

require a tender offer to be conducted for all shares at a bid

price at least equivalent to the Economic Value per share, as

determined pursuant to a valuation report prepared

according to Article 63 and paragraphs of these Bylaws and

other applicable legal and regulatory rules.

Article 65. A delisting from the Novo Mercado segment

triggered by noncompliance with the Listing Rules, shall

require a tender offer to be conducted for all shares at a bid

price at least equivalent to the Economic Value per share, as

determined pursuant to a valuation report prepared

according to Article 63 and paragraphs of these Bylaws and

other applicable legal and regulatory rules.

Paragraph 1. In the event contemplated in the main

provision of this Article, the Controlling Shareholder (if any)

Paragraph 1. In the event contemplated in the main

provision of this Article, the Controlling Shareholder (if any)



96

shall bear the responsibility for conducting the tender offer. shall bear the responsibility for conducting the tender offer.

Paragraph 2. Where the event of noncompliance with the

Novo Mercado Listing Rules is triggered by action taken at a

Shareholders’ Meeting, absent a Controlling Shareholder to

conduct the tender offer, the obligation shall lie with the

shareholders that voted for the motion leading to

noncompliance with the Listing Rules.

Paragraph 2. Where the event of noncompliance with the

Novo Mercado Listing Rules is triggered by action taken at a

Shareholders’ Meeting, absent a Controlling Shareholder to

conduct the tender offer, the obligation shall lie with the

shareholders that voted for the motion leading to

noncompliance with the Listing Rules.

Paragraph 3. Where the event of noncompliance with Novo

Mercado Listing Rules (set forth in the main provision) is

triggered by action taken by Management, i.e., an “act or fact

of Management,” then the Directors and Officers shall be

required promptly to call a Shareholders’ Meeting (pursuant

to Article 123 of Brazilian Corporate Law*) for the

shareholders to resolve on action required to be taken to

remedy the event of noncompliance with the Listing Rules

or, otherwise, decide for a delisting from the Novo Mercado..

Paragraph 3. Where the event of noncompliance with Novo

Mercado Listing Rules (set forth in the main provision) is

triggered by action taken by Management, i.e., an “act or fact

of Management,” then the Directors and Officers shall be

required promptly to call a Shareholders’ Meeting (pursuant

to Article 123 of Brazilian Corporate Law*) for the

shareholders to resolve on action required to be taken to

remedy the event of noncompliance with the Listing Rules

or, otherwise, decide for a delisting from the Novo Mercado..

Paragraph 4. Where a Shareholders’ Meeting called pursuant

to paragraph 3 above decides for delisting from the Novo

Mercado segment, it shall also be required to name one or

more attending shareholders to conduct the tender offer, and

the latter shall be required to commit expressly to carrying

out the tender offer.

Paragraph 4. Where a Shareholders’ Meeting called pursuant

to paragraph 3 above decides for delisting from the Novo

Mercado segment, it shall also be required to name one or

more attending shareholders to conduct the tender offer, and

the latter shall be required to commit expressly to carrying

out the tender offer.

Article 66. It shall be permitted for a single tender offer to be

registered with a view to accomplishing more than one of the

objectives set forth under this CHAPTER, the Novo Mercado

Listing Rules, Brazilian Corporate Law* and the CVM

regulations, provided it must be possible to harmonize the

different offer methods, and provided, further, the procedure

shall not be detrimental to the addressees of the offer and the

CVM shall have consented to such tender offer.

Article 66. It shall be permitted for a single tender offer to be

registered with a view to accomplishing more than one of the

objectives set forth under this CHAPTER, the Novo Mercado

Listing Rules, Brazilian Corporate Law* and the CVM

regulations, provided it must be possible to harmonize the

different offer methods, and provided, further, the procedure

shall not be detrimental to the addressees of the offer and the

CVM shall have consented to such tender offer.



97

Article 67. Where these bylaws, the Novo Mercado Listing

Rules, Brazilian Corporate Law or the CVM regulations

require a tender offer to be carried out by the Company or by

one or some of the shareholders, the obligation may be

discharged by any willing shareholder or third party.

However, the Company or the shareholder(s) charged with

conducting the tender offer shall not be released from the

obligation until such time as the offer completes in

accordance with applicable rules.

Article 67. Where these bylaws, the Novo Mercado Listing

Rules, Brazilian Corporate Law or the CVM regulations

require a tender offer to be carried out by the Company or by

one or some of the shareholders, the obligation may be

discharged by any willing shareholder or third party.

However, the Company or the shareholder(s) charged with

conducting the tender offer shall not be released from the

obligation until such time as the offer completes in

accordance with applicable rules.

Section II - Protection of Widespread Ownership Section II - Protection of Widespread Ownership

Article 68. Any shareholder or Shareholder Group

(“Acquiring Shareholder”) intending to acquire: (a) direct or

indirect ownership interest in 15% or more of the shares then

issued and outstanding; or (b) other shareholder rights

(including rights as usufruct holder) giving the holder a 15%

voting interest in the shares then issued and outstanding,

shall be required to obtain prior consent from the CVM in the

manner established under the CVM rules, while giving due

regard to the Novo Mercado Listing Rules, other

BM&FBOVESPA rules and the provisions under this

Chapter.

Article 68. Any shareholder or Shareholder Group

(“Acquiring Shareholder”) intending to acquire: (a) direct or

indirect ownership interest in 15% or more of the shares then

issued and outstanding; or (b) other shareholder rights

(including rights as usufruct holder) giving the holder a 15%

voting interest in the shares then issued and outstanding,

shall be required to obtain prior consent from the CVM in the

manner established under the CVM rules, while giving due

regard to the Novo Mercado Listing Rules, other

BM&FBOVESPA rules and the provisions under this

Chapter.

Sole paragraph. Upon delivering the application to the

CVM, the Acquiring Shareholder shall on the same date

forward a copy to the Investor Relations Officer. Pursuant to

CVM Ruling No. 358/2002, the Investor Relations Officer

shall thereafter promptly release notice to the market

disclosing the application.

Sole paragraph. Upon delivering the application to the

CVM, the Acquiring Shareholder shall on the same date

forward a copy to the Investor Relations Officer. Pursuant to

CVM Ruling No. 358/2002, the Investor Relations Officer

shall thereafter promptly release notice to the market

disclosing the application.

Article 69 Where an Acquiring Shareholder (a) accumulates

direct or indirect ownership interest in no less than 30% of

Article 69. Where an Acquiring Shareholder (a) accumulates

direct or indirect ownership interest in no less than 30% of



98

the Company shares then issued and outstanding; or (b)

acquires other shareholder rights (including as usufruct

holder) representing a voting interest in over 30% of the

shares then issued and outstanding, such Acquiring

Shareholder shall be required (within 30 days after obtaining

authorization from the CVM) to initiate or register a tender

offer for all other shares of the Company, whereas having

regard to the provisions of Brazilian Corporate Law*, the

CVM rules, the rules of exchanges where the shares are

admitted for trading, and the rules set forth in these Bylaws.

the Company shares then issued and outstanding; or (b)

purchases other shareholder rights (including as usufruct

holder) representing a voting interest in over 30% of the

shares then issued and outstanding, such Acquiring

Shareholder shall be required (within 30 days after obtaining

authorization from the CVM) to initiate or register a tender

offer for all other shares of the Company, whereas having

regard to the provisions of Brazilian Corporate Law*, the

CVM rules, the rules of exchanges where the shares are

admitted for trading, and the rules set forth in these Bylaws.

Sole paragraph. The Acquiring Shareholder must meet the

CVM requirements and requests within the deadlines

established under applicable regulations.

Sole paragraph. The Acquiring Shareholder must meet the

CVM requirements and requests within the deadlines

established under applicable regulations.

Article 70. The bid price per share in the tender offer (“Bid

Price”) triggered by accumulation of material ownership

interest shall at least equal the highest market price per share

paid by the Acquiring Shareholder in the six-month period

preceding the date when the material interest threshold (set

under Article 69) was hit, as adjusted to account for

corporate actions such as distributions of dividends or

interest on shareholders’ equity, stock splits, reverse splits

and bonus issues, but not for corporate actions related to

corporate restructuring processes.

Article 70. The bid price per share in the tender offer (“Bid

Price”) triggered by accumulation of material ownership

interest shall at least equal the highest market price per share

paid by the Acquiring Shareholder in the six-month period

preceding the date when the material interest threshold (set

under Article 69) was hit, as adjusted to account for

corporate actions such as distributions of dividends or

interest on shareholders’ equity, stock splits, reverse splits

and bonus issues, but not for corporate actions related to

corporate restructuring processes.

Paragraph 1. The tender offer shall meet the requirements set

forth below, and any other requirements contemplated under

CVM Ruling No. 361/02, as amended or substituted from

time to time.

Paragraph 1. The tender offer shall meet the requirements set

forth below, and any other requirements contemplated under

CVM Ruling No. 361/02, as amended or substituted from

time to time.

(a) it shall be open to all shareholders; (a) it shall be open to all shareholders;

(b) it shall be carried out in an auction held at the premises (b) it shall be carried out in an auction held at the premises



99

of the stock exchange operated by BM&FBOVESPA; of the stock exchange operated by BM&FBOVESPA;

(c) it shall extend fair and equitable treatment to all

shareholders, provide adequate information regarding

the Company and the bidder, and every other element

required for shareholders to make an independent and

informed decision on whether to tender their shares;

(c) it shall extend fair and equitable treatment to all

shareholders, provide adequate information regarding

the Company and the bidder, and every other element

required for shareholders to make an independent and

informed decision on whether to tender their shares;

(d) it shall be irrevocable and irreversible upon publication

of the tender offer announcement, per CVM Ruling No.

361/02;

(d) it shall be irrevocable and irreversible upon publication

of the tender offer announcement, per CVM Ruling No.

361/02;

(e) it shall offer a bid price set in accordance with the main

provision of this Article for settlement in cash, in

Brazilian currency; and

(e) it shall offer a bid price set in accordance with the main

provision of this Article for settlement in cash, in

Brazilian currency; and

(f) it shall attach a report of the valuation of the Company,

which shall have been prepared according to the main

provision of this Article.

(f) it shall attach a report of the valuation of the Company,

which shall have been prepared according to the main

provision of this Article.

Paragraph 2. The tender offer requirement set forth in the

main provision of Article 69 shall not preclude other

shareholders, or even the Company, if it is the case, from

conducting their own concurrent tender offers, as permitted

by applicable regulations.

Paragraph 2. The tender offer requirement set forth in the

main provision of Article 69 shall not preclude other

shareholders, or even the Company, if it is the case, from

conducting their own concurrent tender offers, as permitted

by applicable regulations.

Paragraph 3. Meeting the requirements set forth under

Article 254-A of Brazilian Corporate Law* and Article 59 of

these Bylaws shall not exempt the Acquiring Shareholder

from fulfilling the requirements set forth in this Article.

Paragraph 3. Meeting the requirements set forth under

Article 254-A of Brazilian Corporate Law* and Article 59 of

these Bylaws shall not exempt the Acquiring Shareholder

from fulfilling the requirements set forth in this Article.

Paragraph 4. The tender offer requirement established in

Article 69 shall not apply in the event a person becomes the

holder of a material interest in 30% or more of the issued and

Paragraph 4. The tender offer requirement established in

Article 69 shall not apply in the event a person becomes the

holder of a material interest in 30% or more of the issued and



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outstanding shares as a result of any of the following: outstanding shares as a result of any of the following:

(a) Subscription for shares in a single primary offering of

shares issued pursuant to a decision taken at a

Shareholders’ Meeting called by the Board of Directors,

where the issue price is determined on the basis of the

Economic Value determined pursuant to a valuation

report prepared by a specialist firm according to the

requirements in the paragraphs of Article 63; or

(a) Subscription for shares in a single primary offering of

shares issued pursuant to a decision taken at a

Shareholders’ Meeting called by the Board of Directors,

where the issue price is determined on the basis of the

Economic Value determined pursuant to a valuation

report prepared by a specialist firm according to the

requirements in the paragraphs of Article 63; or

(b) A tender offer conducted for the acquisition of the totality

of the Company’s shares.

(b) A tender offer conducted for the acquisition of the totality

of the Company’s shares.

Paragraph 5. Following the published announcement of any

tender offer (or exchange offer) made in response to the

provisions of these Bylaws, including as to Bid Price, or in

accordance with applicable regulations, for settlement in

cash or in exchange for shares of another public company,

the Board of Directors shall within 10 days consider the

tender or exchange offer based on the following guidelines:

Paragraph 5. Following the published announcement of any

tender offer (or exchange offer) made in response to the

provisions of these Bylaws, including as to Bid Price, or in

accordance with applicable regulations, for settlement in

cash or in exchange for shares of another public company,

the Board of Directors shall within 10 days consider the

tender or exchange offer based on the following guidelines:

(a) the Board of Directors may retain a specialist firm that

meets the requirements set forth in paragraph 1 of Article

63, to assess the timing and convenience of the offer and,

as the case may be, the liquidity of the shares in the

exchange offer, and whether the offer suits the interests

of shareholders and the industry in which the Company

and its subsidiaries operate;

(a) the Board of Directors may retain a specialist firm that

meets the requirements set forth in paragraph 1 of Article

63, to assess the timing and convenience of the offer and,

as the case may be, the liquidity of the shares in the

exchange offer, and whether the offer suits the interests

of shareholders and the industry in which the Company

and its subsidiaries operate;

(b) the Board of Directors shall be responsible for releasing a

reasoned opinion concerning the offer, in accordance

with item (v) of Article 29 of these Bylaws.

(b) the Board of Directors shall be responsible for releasing a

reasoned opinion concerning the offer, in accordance

with item (v) of Article 29 of these Bylaws.

(c) in the event the Directors, acting on their fiduciary duties, (c) in the event the Directors, acting on their fiduciary duties,



101

take the position that adhering to the offer is in the best

interest of a majority of the shareholders and the

domestic capital markets, which is the economic segment

in which the Company and subsidiaries operate, the

Board shall call an Extraordinary Shareholders’ Meeting

to be held within 20 days to consider eliminating the

voting cap established in Article 7, provided however

this shall be contingent on the bidder (and, for purposes

of these Bylaws, Acquiring Shareholder) completing the

offer and becoming the owner and holder of a minimum

of two-thirds (2/3) of the issued and outstanding shares,

not including treasury stock.

take the position that adhering to the offer is in the best

interest of a majority of the shareholders and the

domestic capital markets, which is the economic segment

in which the Company and subsidiaries operate, the

Board shall call an Extraordinary Shareholders’ Meeting

to be held within 20 days to consider eliminating the

voting cap established in Article 7, provided however

this shall be contingent on the bidder (and, for purposes

of these Bylaws, Acquiring Shareholder) completing the

offer and becoming the owner and holder of a minimum

of two-thirds (2/3) of the issued and outstanding shares,

not including treasury stock.

(d) as an exception, the voting cap established in Article 7

shall not prevail for the decision to be taken at the

Extraordinary Shareholders’ Meeting contemplated in

item (c) above, but solely it the meeting shall have been

called on the initiative of the Board of Directors;

(d) as an exception, the voting cap established in Article 7

shall not prevail for the decision to be taken at the

Extraordinary Shareholders’ Meeting contemplated in

item (c) above, but solely it the meeting shall have been

called on the initiative of the Board of Directors;

(e) the offer shall be made on an irrevocable and irreversible

basis. Where the offer is carried out on a voluntary basis,

it may be subject to minimum tender condition requiring

shareholders tendering at least an aggregate of 2/3 of the

outstanding shares, as provided in item (c) above in this

paragraph 5, and condition also that the shareholders

shall have approved the elimination of the voting cap

established in Article 7 of these Bylaws.

(e) the offer shall be made on an irrevocable and irreversible

basis. Where the offer is carried out on a voluntary basis,

it may be subject to minimum tender condition requiring

shareholders tendering at least an aggregate of 2/3 of the

outstanding shares, as provided in item (c) above in this

paragraph 5, and condition also that the shareholders

shall have approved the elimination of the voting cap

established in Article 7 of these Bylaws.

Paragraph 6. Without prejudice to the provision of

paragraph 3 above, the calculation of a 30% interest in the

issued and outstanding shares of the Company (as provided

in the main provision of Article 69) shall not include

involuntary increments resulting from cancellation of

treasury shares, or share redemption or a reduction in the

Paragraph 6. Without prejudice to the provision of

paragraph 3 above, the calculation of a 30% interest in the

issued and outstanding shares of the Company (as provided

in the main provision of Article 69) shall not include

involuntary increments resulting from cancellation of

treasury shares, or share redemption or a reduction in the



102

capital stock amount resulting in cancellation of a

proportionate number of shares.

capital stock amount resulting in cancellation of a

proportionate number of shares.

Article 71. If the Acquiring Shareholder fails to comply with

the obligations foreseen in this Chapter, including

compliance with the deadlines for (i) initiating or applying to

register a tender offer; or (ii) responding to CVM demands or

requests, the Board of Directors shall call an Extraordinary

Shareholders’ Meeting to consider suspending the rights of

the Acquiring Shareholders, pursuant to Article 120 of

Brazilian Corporate Law*, at which meeting the Acquiring

Shareholder shall not be entitled to vote.

Article 71. If the Acquiring Shareholder fails to comply with

the obligations foreseen in this Chapter, including

compliance with the deadlines for (i) initiating or applying to

register a tender offer; or (ii) responding to CVM demands or

requests, the Board of Directors shall call an Extraordinary

Shareholders’ Meeting to consider suspending the rights of

the Acquiring Shareholders, pursuant to Article 120 of

Brazilian Corporate Law*, at which meeting the Acquiring

Shareholder shall not be entitled to vote.

Article 72. Where a tender offer required under the

provisions of these Bylaws is materially detrimental to the

rights of shareholders, the Novo Mercado Listing Rules shall

prevail over the provisions of these Bylaws.

Article 72. Where a tender offer required under the

provisions of these Bylaws is materially detrimental to the

rights of shareholders, the Novo Mercado Listing Rules shall

prevail over the provisions of these Bylaws.

CHAPTER IX CHAPTER IX

DEFINITIONS DEFINITIONS

Article 73. For purposes of these Bylaws, the capitalized

terms below shall have the following meanings:

Article 73. For purposes of these Bylaws, the capitalized

terms below shall have the following meanings:

(a) “Acquiring Shareholder” means any person (including,

for example, any natural or legal person, mutual or

investment fund, open or closed- end condominium,

securities portfolio, universality of rights or other form

of organization, resident, domiciled or based in Brazil or

elsewhere), including a Shareholder Group, or group of

persons bound under a voting agreement with the

(a) “Acquiring Shareholder” means any person (including,

for example, any natural or legal person, mutual or

investment fund, open or closed- end condominium,

securities portfolio, universality of rights or other form

of organization, resident, domiciled or based in Brazil or

elsewhere), including a Shareholder Group, or group of

persons bound under a voting agreement with the



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Acquiring Shareholder, and/or sharing similar interests

with the Acquiring Shareholder, where any such person

subscribes for, or acquires shares issued by the

Company. Examples of persons sharing similar interests

with the Acquiring Shareholder include any person (i)

controlled or managed by an Acquiring Shareholder; (ii)

controlling and managing the Acquiring Shareholder in

any way; (iii) controlled or managed by any person that

directly or indirectly controls or manages the Acquiring

Shareholder; (iv) in which the controlling shareholder of

the Acquiring Shareholder directly or indirectly holds

ownership interest in at least 30% of the outstanding

shares; (v) in which the Acquiring Shareholder has a

direct or indirect interest in at least 30% of the

outstanding shares; or (vi) which directly or indirectly

holds an interest in at least 30% of the outstanding

shares of the Acquiring Shareholder;

Acquiring Shareholder, and/or sharing similar interests

with the Acquiring Shareholder, where any such person

subscribes for, or acquires shares issued by the

Company. Examples of persons sharing similar interests

with the Acquiring Shareholder include any person (i)

controlled or managed by an Acquiring Shareholder; (ii)

controlling and managing the Acquiring Shareholder in

any way; (iii) controlled or managed by any person that

directly or indirectly controls or manages the Acquiring

Shareholder; (iv) in which the controlling shareholder of

the Acquiring Shareholder directly or indirectly holds

ownership interest in at least 30% of the outstanding

shares; (v) in which the Acquiring Shareholder has a

direct or indirect interest in at least 30% of the

outstanding shares; or (vi) which directly or indirectly

holds an interest in at least 30% of the outstanding

shares of the Acquiring Shareholder;

(b) “Shareholder Group” means a group of persons: (i)

bound by oral or written agreement or contract of any

nature, including Shareholder Agreements, directly or

through subsidiaries, controlling companies or

companies under common control; or (ii) between which

there is a control relationship; or (iii) under common

control; or (iv) representing common interests. Examples

of persons representing a common interest include: (v)

the direct or indirect owner of a shareholding

representing 15% or more of the capital stock of another

entity; and (vi) two persons with a common third-party

investor directly or indirectly holding shares equivalent

to 15% or more of the capital stock of each of these two

persons. Any joint ventures, funds for investment clubs,

foundations, associations, trusts, tenancies in common,

cooperatives, securities portfolios, universality is of

(b) “Shareholder Group” means a group of persons: (i)

bound by oral or written agreement or contract of any

nature, including Shareholder Agreements, directly or

through subsidiaries, controlling companies or

companies under common control; or (ii) between which

there is a control relationship; or (iii) under common

control; or (iv) representing common interests. Examples

of persons representing a common interest include: (v)

the direct or indirect owner of a shareholding

representing 15% or more of the capital stock of another

entity; and (vi) two persons with a common third-party

investor directly or indirectly holding shares equivalent

to 15% or more of the capital stock of each of these two

persons. Any joint ventures, funds for investment clubs,

foundations, associations, trusts, tenancies in common,

cooperatives, securities portfolios, universality is of



104

rights or any other manner of organization or venture,

established in Brazil or abroad, shall be considered part

of a single Shareholder Group, whenever two or more of

these entities are: (vii) managed or administered by the

same legal entity or parties related to a single legal

entities; or (viii) when the majority of their management

is common to both entities, however for investment

funds with the same manager, only those for which the

manager is responsible for any decision on votes cast at

Shareholders’ Meetings, at its discretion, shall be

considered members of the Shareholder Group, subject

to the respective regulations.

rights or any other manner of organization or venture,

established in Brazil or abroad, shall be considered part

of a single Shareholder Group, whenever two or more of

these entities are: (vii) managed or administered by the

same legal entity or parties related to a single legal

entities; or (viii) when the majority of their management

is common to both entities, however for investment

funds with the same manager, only those for which the

manager is responsible for any decision on votes cast at

Shareholders’ Meetings, at its discretion, shall be

considered members of the Shareholder Group, subject

to the respective regulations.

(c) “Independent Director” means a Director that meets the

independence standards set forth in Paragraphs 6 and 7

of Article 22 of these Bylaws.

(c) “Independent Director” means a Director that meets the

independence standards set forth in Paragraphs 6 and 7

of Article 22 of these Bylaws.

(d) “Institutional Investor” means any investor that (i)

under CVM rules qualify as ‘qualified buyer’; and (ii)

those that are required by law or regulation or the

bylaws (whether or not exclusively) to invest proprietary

resources in securities issued by public companies.

(d) “Institutional Investor” means any investor that (i)

under CVM rules qualify as ‘qualified buyer’; and (ii)

those that are required by law or regulation or the

bylaws (whether or not exclusively) to invest proprietary

resources in securities issued by public companies.

Sole paragraph. Capitalized terms used herein which are not

defined in these Bylaws have the meaning ascribed to them

under the Novo Mercado Listing Rules.

Sole paragraph. Capitalized terms used herein which are not

defined in these Bylaws have the meaning ascribed to them

under the Novo Mercado Listing Rules.

CHAPTER X CHAPTER X

LIQUIDATION LIQUIDATION

Article 74. The Company shall be dissolved and enter Article 74. The Company shall be dissolved and enter



105

liquidation in the events prescribed by law. It shall be

incumbent on shareholders convening in a Shareholders’

Meeting to establish the liquidation method and elect the

liquidator or liquidators and the Fiscal Council, if so

requested by shareholders individually or jointly

representing proportionate interest in the shares as

prescribed by law or the CVM rules, including as to

applicable formalities, and to determine their responsibilities

and set their compensation.

liquidation in the events prescribed by law. It shall be

incumbent on shareholders convening in a Shareholders’

Meeting to establish the liquidation method and elect the

liquidator or liquidators and the Fiscal Council, if so

requested by shareholders individually or jointly

representing proportionate interest in the shares as

prescribed by law or the CVM rules, including as to

applicable formalities, and to determine their responsibilities

and set their compensation.

CHAPTER XI CHAPTER XI

SELF-REGULATION SELF-REGULATION

Article 75. Without prejudice to the responsibilities of the

Chief Executive Officer, as established under applicable

regulations, the activities entailing surveillance and oversight

of (i) transactions carried out in markets managed and

operated by BM&FBOVESPA and its subsidiaries, (ii) the

activities of market participants holding permits for access to

these markets; and (iii) the market organization and

oversight activities performed by the Company and its

subsidiaries shall be incumbent on a subsidiary of the

Company organized for this special purpose.

Article 75. Without prejudice to the responsibilities of the

Chief Executive Officer, as established under applicable

regulations, the activities entailing surveillance and oversight

of (i) transactions carried out in markets managed and

operated by BM&FBOVESPA and its subsidiaries, (ii) the

activities of market participants holding permits for access to

these markets; and (iii) the market organization and

oversight activities performed by the Company and its

subsidiaries shall be incumbent on a subsidiary of the

Company organized for this special purpose.

CHAPTER XII CHAPTER XII

ARBITRATION ARBITRATION

Article 76. The Company, the shareholders, the directors and

officers and the fiscal council members (when the Fiscal

Article 76. The Company, the shareholders, the directors and

officers and the fiscal council members (when the Fiscal



106

Council is active) are required to commit to settle by

arbitration any and all disputes involving any of them,

related to, or arising from the application, validity,

effectiveness, interpretation, violation and effects of violation

of the provisions of these Bylaws, the Brazilian Corporate

Law*, the rules and regulations of the Brazilian National

Monetary Council, the Central Bank of Brazil and the

Brazilian Securities Commission, the Novo Mercado Listing

and Sanctions Regulations, the Novo Mercado Listing

Agreement, and the Arbitration Regulation adopted by the

Market Arbitration Chamber, as well as other rules and

regulations applicable to the Brazilian capital markets. Any

arbitration proceedings will be conducted by the Market

Arbitration Chamber (established by BM&FBOVESPA)

under its adopted Arbitration Regulation.

Council is active) are required to commit to settle by

arbitration any and all disputes involving any of them,

related to, or arising from the application, validity,

effectiveness, interpretation, violation and effects of violation

of the provisions of these Bylaws, the Brazilian Corporate

Law*, the rules and regulations of the Brazilian National

Monetary Council, the Central Bank of Brazil and the

Brazilian Securities Commission, the Novo Mercado Listing

and Sanctions Regulations, the Novo Mercado Listing

Agreement, and the Arbitration Regulation adopted by the

Market Arbitration Chamber, as well as other rules and

regulations applicable to the Brazilian capital markets. Any

arbitration proceedings will be conducted by the Market

Arbitration Chamber (established by BM&FBOVESPA)

under its adopted Arbitration Regulation.

CHAPTER XIII CHAPTER XIII

GENERAL PROVISIONS GENERAL PROVISIONS

Article 77. The Company shall observe the terms and

conditions of the Shareholders’ Agreements filed at the

Company’s headquarters which do not conflict with the

provisions of these Bylaws. Management shall not register

share transfers or transfers of other securities that fail to

comply with the terms of Shareholder Agreements and the

President of the Shareholders’ Meetings shall not include

votes cast that breach terms of such agreements, under item

(k) Article 29.

Article 77. The Company shall observe the terms and

conditions of the Shareholders’ Agreements filed at the

Company’s headquarters which do not conflict with the

provisions of these Bylaws. Management shall not register

share transfers or transfers of other securities that fail to

comply with the terms of Shareholder Agreements and the

President of the Shareholders’ Meetings shall not include

votes cast that breach terms of such agreements, under item

(k) Article 29.

Article 78. The Company shall issue all notices, information,

financial statements and periodical information published or

Article 78. The Company shall issue all notices, information,

financial statements and periodical information published or



107

filed with the CVM by e-mail to all shareholders registering

for this information in writing, for a period not exceeding

two years and indicating their e-mail address; this

communication shall not the supersede legally-required

publications and shall be subject to express shareholder

waiver of any Company liability for transmission errors or

omissions.

filed with the CVM by e-mail to all shareholders registering

for this information in writing, for a period not exceeding

two years and indicating their e-mail address; this

communication shall not the supersede legally-required

publications and shall be subject to express shareholder

waiver of any Company liability for transmission errors or

omissions.

Article 79. Where these Bylaws are silent on an issue, the

matter shall be resolved at a Shareholders’ Meeting,

provided due regard shall be given to the Novo Mercado

Listing Rules and the provisions of Brazilian Corporate Law.

Article 79. Where these Bylaws are silent on an issue, the

matter shall be resolved at a Shareholders’ Meeting,

provided due regard shall be given to the Novo Mercado

Listing Rules and the provisions of Brazilian Corporate Law.

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