By-Laws

CHAPTER I - NAME, HEADQUARTERS, JURISDICTION, PURPOSE AND DURATION TERM

Article 1 - Name. BRASIL BROKERS PARTICIPAÇÕES S.A. (Company) is a joint stock publicly-held authorized capital company, ruled by these Bylaws and the applicable legislation, and it may use the name BR BROKERS.

Sole Paragraph - With the listing of the Company in the Novo Mercado of the São Paulo Stock Exchange - BOVESPA (Novo Mercado and Bovespa), the Company, its shareholders, managers and members of the Fiscal Council are subject to the provisions of Bovespa’s Novo Mercado Listing Regulation.

Article 2 - Headquarters, Jurisdiction and Branches. The Company’s jurisdiction is in the city and state of Rio de Janeiro and its headquarters are at Avenida das Américas, nº 500, Bloco 19, Salas 303 e 304, Barra da Tijuca, CEP 22640-904, in the city and state of Rio de Janeiro, with a branch at Avenida Rio Branco, 147, grupo 901, Centro, CEP 20.040-006, in the city and state of Rio de Janeiro, and it may create and extinguish branches, agencies or other establishments in Brazil or aboard, upon resolution by the Board of Executive Officers.

Article 3 - Corporate Purpose. Interest in other companies operating in the real estate sector, as partner, shareholder or consortium member, or by means of other types of investment, such as subscription or acquisition of debentures, warrants or other securities issued by companies operating in the real estate sector.

Article 4 - Duration Term. The Company’s duration term is undetermined.

CHAPTER II - CAPITAL AND SHARES

Article. 5 - Capital. The subscribed capital stock is five hundred, thirty-three million, six hundred, sixty-two thousand and sixty-one Reais (R$533,662,061.00), represented by one hundred, ninety-two million, eight hundred, thirty-nine thousand, six hundred and one (192,839,601) non-par registered book-entry common shares. Paragraph 1 - Vote per Share. Each one of the common shares in which the capital stock is divided shall be entitled to one vote in the resolutions of the Company’s General Meetings.

Paragraph 2 - Authorized Capita. The Company is authorized to increase its capital stock up to the limit of three hundred million (300,000,000) common shares, regardless of bylaws amendment, upon resolution of the Board of Directors, which shall determine the issuance conditions, establishing if the increase shall occur by means of public or private subscription, the price and the payment conditions.

Paragraph 3 - Warrants. Within the authorized capital limit, the Board of Directors may resolve on the issuance of warrants.

Paragraph 4 - Stock Option Plans. The Board of Directors may grant, in accordance with the plan approved by the General Meeting, a call or subscription option of shares to its managers, employees and service providers as well as managers, employees and service providers of other companies directly or indirectly controlled by the Company, with no preemptive right to shareholders.

Paragraph 5 - Issuances with no Preemptive Right. Within the authorized capital limit, the issuance of shares, debentures convertible into shares and warrants, whose placement is made upon sale on the stock exchange or public subscription, or also upon exchange for shares, in a public offering of control acquisition, may take place with the exclusion of the preemptive right of the shareholders, or reduction of the term for its exercise.

Paragraph 6 - Share Bookkeeping. The Company’s shares shall be book-entry, maintained in a deposit account on behalf of their holders, with a financial institution authorized by the Brazilian Securities and Exchange Commission (the CVM). The remuneration mentioned in paragraph 3 of article 35 of Law 6,404/76 may be charged from shareholders.

Paragraph 7 - Shareholder in Default. The non-realization, by the subscriber, of the amount subscribed, in the conditions set forth in the list or in the call, shall result in default, by operation of law, for purposes of articles 106 and 107 of Law 6,404/76, being subject to the payment of the overdue amount monetarily restated in accordance with the variation of the General Market Price Index (IGP-M), disclosed by Fundação Getúlio Vargas - FGV, or its substitute, in the lowest periodicity legally admitted, in addition to interest of twelve percent (12%) per year, pro rata temporis and fine corresponding to ten percent (10%) of the amount of the overdue installment, duly restated.

Article 6 - Preferred Shares, Fruition Shares and Founders’ Shares. The Company may not issue preferred shares, fruition shares or founders’ shares.

CHAPTER III - GENERAL MEETING

Article 7 - The General Meeting, with the competence provided for by law and by these Bylaws, shall meet on an ordinary basis within the first four (4) months after the end of the fiscal year and, on an extraordinary basis, whenever the social interests require.

Paragraph 1 - Call. The General Meeting shall be called by the Chairman of the Board of Directors, or by 2 members of the Board of Directors acting together, and it shall be directed by a presiding board composed by a chairman and a secretary, pursuant to paragraph 2 below.

Paragraph 2 - Chair. The General Meeting shall be instated and chaired by the Chairman of the Board of Directors or, in his absence, by any manager or shareholder chosen by majority vote of the attendees of the General Meeting. The Chairman of the Meeting shall appoint one of the attendees to be his secretary at the meeting.

Paragraph 3 - Representation by Attorneys-in-Fact. By occasion of the General Meetings, the shareholders represented by attorneys-in-fact shall present powers of attorney with the notarization of the grantor.

Paragraph 4 - Legitimation - Book-entry Shares. The holders of book-entry or under custody shares shall deposit in the Company, up to three (3) days in advance, the receipts issued by the depository financial institutions and documentation of proof of representation powers as a condition for their participation at the Meetings.

Paragraph 5 - Quorum - The resolutions of the General Meeting shall be taken by majority vote of the attending shareholders, not considering the exceptions provided for in the Corporation Law and in these Bylaws.

Paragraph 6 - The General Meeting which has as matter of the agenda to resolve on (a) the deregistration as a publicly-held company, (b) delisting of the Company from the Novo Mercado, or (c) the amendment or exclusion of article 35 of these Bylaws, shall be called, at least, thirty (30) days in advance.

Paragraph 7 - The General Meeting may only resolve on issues of the agenda, in the respective call notice, not considering the exceptions provided for in the Corporation Law.

Paragraph 8 - The minutes of the Meeting shall be drawn up in the summary format of facts occurred, including dissidences and protests, with the transcription of the resolutions taken of the attending shareholders, of the blank votes and of the abstentions.

Article 8 - Incumbency - It is incumbent upon the General Meeting, in addition to the other attributions provided for by the law:

a. to take the management’s accounts, examine, discuss and vote the financial statements;
b. to elect and dismiss the members of the Board of Directors;
c. to establish the annual global compensation of the members of the Board of Directors and of the Board of Executive Officers, as well as the compensation of the members of the Fiscal Council, if instated;
d. to amend the Bylaws;
e. to resolve on the dissolution, liquidation, merger, spin-off, incorporation of the Company, or of any company into the Company;
f. to attribute bonuses in shares and decide about possible stock splits and reverse splits;
g. to approve call or subscription option plans of shares to its managers, employees or natural persons who provide services to the Company, as well as to the managers, employees and natural persons who provide services to other companies directly or indirectly controlled by the Company;
h. to resolve, in accordance with the proposal presented by the management, on the allocation of the net income for the year and the distribution of dividends;
i. to resolve on the capital stock increase, in conformity with the provisions of these Bylaws;
j. to elect the liquidator, as well as the Fiscal Council which shall operate in the liquidation period;
k. to resolve on the deregistration as a publicly-held company before the CVM;
l. to resolve on the delisting from the Novo Mercado, which shall be informed to Bovespa in writing, thirty (30) days in advance;
m. to choose the specialized company responsible for the preparation of the appraisal report of the Company’s shares, in the event of public offerings for acquisition of the Company’s shares, deregistration as a publicly-held company or delisting from the Novo Mercado, as provided for in Chapter VII of these Bylaws, within the companies appointed by the Board of Directors;
n. to resolve on the primary public offering of shares or securities convertible into shares issued by the Company;
o. to solve the cases not mentioned in these Bylaws, in compliance with the provisions of Law no. 6,404/76.

CHAPTER IV - MANAGEMENT

Section I - General Rules

Article 9 - Management Bodies. The Company shall be managed by a Board of Directors and by a Board of Executive Officers.

Paragraph 1- Managers’ Compensation. It is incumbent upon the General Meeting to establish the global or individual compensation of the Company’s managers. It globally established, it shall be incumbent upon the Board of Directors to resolve on its individual distribution.

Paragraph 2- Managers’ Investiture. The managers’ investiture shall be subject to the execution of the respective instrument, to the previous subscription of the Instrument of Agreement of the Managers mentioned in the Novo Mercado Listing Regulation, and the execution of an instrument of agreement to the Manual of Disclosure and Use of Information and Trading Policy of Securities Issue by the Company, also upon execution of the respective instrument.

Section II - Board of Directors

Article 10 - Composition. The Board of Directors shall be composed of, at least, five (5) and, at most, six (6) members, in addition to another number of alternate members to be determined at the General Meeting, limited to the number of board members elected, connected or not to specific sitting members, but always in compliance with the minimum attendance of Independent Board Members, elected by the General Meeting and dismissible by it any time. The term of office of the board members shall be unified and its term shall be two (2) years, except in the assumptions of vacancy of positions regulated by article 11 below.

Paragraph 1 - Chairman and Vice Chairman of the Board. The Board of Directors shall have a Chairman, elected by majority vote of its members, in the first meeting after the investiture of the members or whenever there is a vacancy in the position of Chairman, as well as a Vice Chairman, also elected by majority vote of the members, who shall replace the Chairman for the exercise of his functions.

Paragraph 2 - Independent Board Members. At least, twenty percent (20%) of the members of the Board of Directors shall be Independent Board Members, as per definition of the Novo Mercado Listing Regulation, and expressly declared in the minutes of the General Meeting that elects them, also being considered as independent board members the board members elected upon resolution provided for in article 141, paragraphs 4 and 5 of Law 6,404/76.

Paragraph 3 - When, due to the compliance with the percentage referred to in the paragraph above, it results in a fractional number of board members, it shall proceed to the rounding to the whole number: (i) immediately higher, when the fraction is equal or higher than 0.5, or (ii) immediacy lower, when the fraction is lower than 0.5.

Paragraph 4 - Absence. In the event of absence, the members of the Board of Directors shall be replaced as follows: (a) by his specific alternate member, if there is any, and not existing this specific alternate member, (b) by a sitting member, as long as appointed by the absent member as his attorney-in-fact, being established that the sitting member appointed attorney-in-fact by the absent member is authorized to pronounce his own vote and, also, the vote of the absent member and, not having this situation of appointment of an attorney-in-fact, (c) by an alternate member, called by the Chairman of the Board of Directors.

Paragraph 5 - Participation in Meetings. The board members may participate in the meetings of the Board of Directors by means of conference call, video conference or by any other electronic means of communication, being considered attending the meeting and they shall confirm their vote through a written declaration submitted to the Chairman of the Board by letter, facsimile or electronic mail right after the end of the meeting. Once the declaration is received, the Chairman of the Board shall be invested in full powers to sign the minutes of the meeting on behalf of the board member.

Article 11 - Vacancy. In the event of vacancy in the position of board member, if there is no alternate member, the Board of Directors shall elect as many substitute board members as the vacant positions, and the board members elected pursuant to this article shall have their term of office ended in the next Annual General Meeting held.

Article 12 - Meetings. The Board of Directors shall meet whenever called by its Chairman or by the majority of its members, upon a written notice, at least, five (5) days in advance, except cases of urgency, when the term may be reduced. The notices shall inform the time, date, place and agenda of the meeting, attaching copies of the documents or proposals to be appreciated or discussed.

Paragraph 1 - Waive of Call. The meetings with the attendance of all members shall be considered regular, regardless of any preliminary formalities or as long as everybody shows in writing his agreement in their waive.

Paragraph 2 - Instatement and Quorum. The meetings of the Board of Directors shall be instated with the attendance of the majority of their members and the resolutions shall be considered valid if approved by the majority of the attending members. In addition to his personal vote, the Chairman is incumbent upon the casting vote.

Article 13 - Incumbency. Without loss of the other attributions provided for by the law, it is incumbent upon the Board of Directors to resolve on the matters provided for in these Bylaws, especially those listed below:

a. to establish the goals, the policy and the general guidance of the Company’s businesses;
b. to elect, dismiss, define the compensation and attributions of the members of the Board of Directors, in compliance with the limits established by the General Meeting or defined by it;
c. to inspect the management of the Officers;
d. to appoint and dismiss the Company’s independent auditors, as the case may be;
e. to show its option previously about the Management Report, the accounts o the Board of Executive Officers and the Financial Statements of the Company and examine the monthly trial balances.
f. to submit to the General Meeting the proposal of allocation to the Company’s net income of each fiscal year or related to smaller periods;
g. to approve the Company’s general budget;
h. to approve the Company’s business plan;
i. to determine the Company’s indebtedness limit;
j. to resolve on the contracting by the Company of financings and loans in an amount higher than ten percent (10%) of the Company’s shareholders’ equity, ascertained in the last Balance Sheet, by an isolated operation;
k. to approve the issuance, by the Company, of the warrants, simple debentures not convertible in to shares and without real guarantee or other securities;
l. to authorize the amortization, redemption or repurchase of shares issued by the Company for maintenance in treasury or cancellation, as well as resolve on the possible disposal of treasury shares;
m. to propose the stock option plans to the Company’s managers and employees;
n. to establish the profit sharing amount of the Company’s managers and employees;
o. to resolve on the execution, modification and termination of agreements, as well as execution of operations of any nature between the Company and the shareholders of the Company and/or subsidiaries, associated companies or parent companies of the Company’s shareholders;
p. to resolve on the participation of the Company in other companies, as quotaholder partner or shareholder, as well as its participation in consortiums and association agreements and/or shareholders’ agreements and on the incorporation of companies, in Brazil or aboard, by the Company, as long as the investment in the company, agreement or consortium in question represents an investment to the Company higher or equal to ten percent (10%) of the shareholders’ equity, ascertained in the last Balance Sheet of the Company;
q. to increase the Company’s capital stock within the limit authorized by the Bylaws, regardless of bylaws amendment;
r. to authorize the issuance of any credit instruments for fund raising, such as bonds, notes, commercial papers or others commonly used in the market, resolving on their issuance and redemption conditions;
s. to sell permanent assets;
t. to exercise other legal attributions or granted to it by the General Meeting, as well as solve the cases of omission; and
u. to prepare a three-name list of the specialized companies in economic appraisal of companies, in compliance with the requirements established in article 30 below, to be submitted to the General Meeting for preparation of an appraisal report of the Company’s Economic Value in case of deregistration as a publicly-held company, delisting from the Novo Mercado or execution of public offerings for acquisition of the Company’s shares, pursuant to Chapter VII of these Bylaws.

Article 14 - Advisory Committees. The Board of Directors may determine the creation of advisory committees aimed at assisting the respective members of the Board of Directors, as well as defining the respective composition and specific attributions.

Section III - Board of Executive Officers

Article 15 - The Board of Executive Officers is the Company’s representation body, being incumbent upon it to practice all the management acts to ensure its regular operation.

Paragraph 1 - Composition. The Board of Executive Officers shall be composed of three (3) members: one Chief Executive Officer, one Chief Financial, Control and Investor Relations Officer and one Operations Officer.

Paragraph 2 - Term of Office. The officers shall be elected for terms of office of two (2) years. Reelection is allowed. The term of office of the officers shall be automatically extended until the election and investiture of the respective substitutes, in case these acts occur after the maturity of the term of office of the officers.

Paragraph 3 - Vacancy of Position. In the event of vacancy of the position of officer, or impediment of the holder, it shall be incumbent upon the Board of Directors to elect a new officer or appoint a substitute among the remaining officers, determining, in any of the cases, the management term and the respective maturities.

Paragraph 4 - Meetings. The Board of Executive Officers is not a collective body, and it may, however, meet, whenever necessary, at the discretion of the Chief Executive Officer, who shall also chair the meeting, to discuss operational aspects. The meeting of the Board of Executive Officers shall be considered instated with the attendance of the officers who represent the majority of its members.

Paragraph 5 - Chief Executive Officer. It is incumbent upon the Chief Executive Officer: (a) to submit to the approval of the Board of Directors the annual work plans and budget, the investment plans and the new expansion programs of the Company and of its subsidiaries, promoting their execution in the terms approved; (b) to formulate the operational strategies and guidelines of the Company, as well as to set forth the criteria for the execution of the resolutions of the General Meeting and of the Board of Directors, with the participation of the other officers; (c) to exercise the supervision of all activities of the Company; (d) to coordinate and superintend the activities of the Board of Executive Officers, calling and chairing its meetings; (e) to exercise the other attributions granted to him by the Board of Directors; and (f) to appoint the Officer who shall replace him in his absences and temporary impediments.

Paragraph 6 - Chief Financial and Control Officer. It is incumbent upon the Chief Financial and Control Officer: (a) the Company’s financial management; (b) the management of the controllership, treasury and accounting areas; and (c) the execution of the guidelines determined by the Board of Directors.

Paragraph 7 - Investor Relations Officer. It is incumbent upon the Investor Relations Officer (a) to coordinate, manage, direct and supervise the capital markets relations work, represent the company before shareholders, investors, market analysts, the Brazilian Securities and Exchange Commission (CVM), the São Paulo Stock Exchange (Bovespa), the Central Bank of Brazil and other bodies related to the activities developed in the capital markets, in Brazil and abroad, disclose and inform, if the case may be, any material act or fact occurred or related to the Company’s businesses, as well as inspect its wide and immediate dissemination, simultaneously in all markets in which these securities are admitted for trading, in addition to other attributions defined by the Board of Directors; (b) to provide information to investors, in accordance with the regulation applicable of CVM and of Bovespa; and (c) keep updated the Company’s registration, providing the necessary information for that, all in conformity with the applicable regulation of the CVM and of Bovespa.

Paragraph 8 - Operations Officer. It is incumbent upon the Operations Officer: (a) to implement the Company’s management model in the investees; and (b) to structure, negotiate and follow the development of the financial structure in each one of the projects in which the Company participates.

Article 16 - Incumbency. Without loss of the other attributions provided for in the law and in these Bylaws, it is incumbent upon the Board of Executive Officers, lead by the Chief Financial Officer, to perform the matters provided for in these Bylaws and, specially, those listed below:

a. to conduct the Company’s general and management policy, as set forth by the Board of Directors;
b. to coordinate the Company’s normal activities, including the compliance with the resolutions taken at the General Meetings, at meetings of the Board of Directors and at its own meetings;
c. to prepare the Company’s annual and/or multiyear business plans and budgets, and submit them to the Board of Directors;
d. to execute the Company’s business plans and budgets, approved by the Board of Directors;
e. to submit to the Board of Directors the allocation proposal of the net income of each fiscal year;
f. to determine the drawing up of semiannual or interim balance sheets and present, on a quarterly basis, to the Board of Directors the Company’s detailed economic-financial and equity trial balance;
g. to prepare the report and the financial statements of each fiscal year;
h. to open, manage and close bank and investment accounts;
i. in compliance with the incumbencies of the Board of Directors and the provisions of the Company’s Bylaws, to condescend, disclaim, abdicate, make agreements, enter into commitments, constrict obligations, invest funds, acquire, mortgage, engage or encumber assets and property and grant guarantees, executing the respective terms and agreements;
j. to represent the Company, in court or out of it, as plaintiff or defendant, before any public agencies or federal, state or municipal authorities, in compliance with the provisions in the Company’s Bylaws; and
k. to exercise other legal attributions or granted to it by the Board of Directors.

Article 17 - Representation of the Company. With the exceptions provided for in these Bylaws, any act or agreement which implies responsibility or obligation of the Company before third parties or the exoneration of them before it, shall be mandatorily signed (a) by the Chief Executive Officer jointly with any Officer; or (b) by the Chief Financial and Control Officer jointly with any Officer.

Paragraph 1 - Representation in the Assumption of Accumulation of Positions. The representation of the Company by only one Officer in the assumption this person accumulates more than one position in the Board of Executive Officers is prohibited.

Paragraph 2 - Personal Attendance in Proceedings or Provision of Information. The Company may be represented by any of the officers in the assumption of need of personal attendance in act related to any judicial or administrative proceeding against the Company or for the provision of information required by bodies of the direct and independent management of any federative entity, as long as these bodies are in the exercise of their respective competence.

Article 18 - Powers of Attorney. The powers of attorney shall always be granted as provided for in Article 17 of these Bylaws.

Sole Paragraph - Determination of Powers. The powers of attorney shall always be specific for the acts to be practiced by the mandatory and, except for those granted for judicial purposes or defense of the Company in administrative proceedings before bodies of the direct or independent management of any federative entity, shall have a validity term limited to one (1) year.

CHAPTER V - FISCAL COUNCIL

Article 19 - Fiscal Council. The Company shall have a non-permanent Fiscal Council, with instatement and attributions in accordance with Law 6,404/76, which shall be composed of three (3) members, shareholders or not, elected by the General Meeting requiring its operation.

Paragraph 1 - Investiture. The investiture of the members of the Fiscal Council shall be subject to the previous subscription of the Instrument of Agreement of the Members of the Fiscal Council mentioned in the Novo Mercado Listing Regulation.

Paragraph 2 - Compensation. The members of the Fiscal Council, when in exercise, shall be entitled to a compensation determined by the General Meeting electing them.

Paragraph 3 - Resolutions. The resolutions of the Fiscal Council shall be taken by majority vote and registered in the Company’s records.

Paragraph 4 - Duties and Responsibilities. The members of the Fiscal Council shall have the duties and responsibilities established by the corporate legislation in force and in the Novo Mercado Listing Regulation.

CHAPTER VI - FISCAL YEAR AND PROFITS

Article 20 - Fiscal Year. The fiscal year shall start on January 1 and shall end on December 31 of each year.

Article 21 - Financial Statements and Information. At the end of each fiscal year and on the last business day of each quarter, the Board of Executive Officers shall provide for the preparation of the financial statements provided for in the law and in the Novo Mercado Listing Regulation.

Paragraph 1 - The financial statements for the year, prepared in accordance with the Brazilian corporate legislation, shall be disclosed also in English, followed by an additional explanatory note showing the conciliation of the result for the year and the shareholders’ equity ascertained in accordance with the Brazilian accounting criteria and pursuant to international US GAAP or IAS, as the case may be, showing the main differences between the accounting principles applied and the report of the independent auditor.

Paragraph 2 - The Company and its managers shall, at least once a year, hold a public meeting with analysts and any other interested parties to disclose information as to the Company’s economic-financial condition, projects and outlook.

Article 22 - Prepaid Dividends. The Board of Directors may declare dividends at the account of profits or profit reserves, ascertained in financial statements related to any period of time, which shall be considered prepayment of the minimum mandatory dividend of these Bylaws.

Article 23 - Allocation of the Net Income - The net income for the year shall have the following allocation:

(i) 5% to the legal reserve, until it reaches 20% of the capital stock;
(ii) 25% of the net income for the year, adjusted pursuant to article 202 of Law no. 6,404/76, shall be distributed as minimum mandatory dividend among all shares;
(iii) the necessary percentage, as the case may be, for the reserve for contingencies, pursuant to article 195 of Law 6,404 as of 12.15.1976; and
(iv) the remaining balance shall have the allocation approved by the General Meeting, in accordance with the proposal submitted by the Board of Directors.

Sole Paragraph: Pursuant to the provisions of article 190 of Law 6,404/76, the General Meeting which approves the accounts of the fiscal year may determine the distribution of up to ten percent (10%) of the result of the fiscal year, after the adjustments determined by article 189 of Law no. 6,404/76, to the Company’s managers, as profit sharing. In this case, it shall be incumbent upon the Board of Directors to determine the attribution criteria to the managers of profit sharing.

Article 24 - Monetary Restatement and Prescription. The dividends attributed to the shareholders shall be paid in the terms of the law, only with monetary restatement and/or interest if determined by the General Meeting, and, if not requested within three (3) years counted from the resolution of the act which authorized their distribution, they shall prescribe in favor of the Company.

Article 25 - Interest on Own Capital and Prepaid Dividends. The Board of Directors may draw up balance sheets any time in order to promote distributions of interest on own capital. Interim dividends and interest on own capital shall always be imputed to the mandatory dividend.

CHAPTER VII - DISPOSAL OF CONTROL, DEREGISTRATION AS A PUBLICLY-HELD COMPANY
AND DELISTING FROM THE NOVO MERCADO

Article 26 - Disposal of Control. The disposal of the Company’s control, both by means of a single operation and by means of successive operations, shall be contracted under suspensive or dissolving condition, that the acquirer is obligated to carry out a public offering of acquisition of the other shares of the other shareholders of the Company, in compliance with the conditions and terms provided for in the current legislation and in the Novo Mercado Listing Regulation, in order to ensure them equal treatment to that given to the Selling Controlling Shareholder.

Sole paragraph: The public offering mentioned in the caput of this clause shall also be required (a) upon onerous assignment of rights of subscription of shares and other securities or rights related to securities convertible into shares, resulting in the Disposal of the Company’s Control; or (b) in the event of disposal of the control of the company which holds the Company’s Control Power, and in this case the Selling Controlling Shareholder is obligated to declare to Bovespa the value attributed to the Company in this disposal and attach documentation that proves this value.

Article 27 - Obligations Resulting from the Acquisition of Control by Successive Acquisitions. That who already holds shares of the Company and acquires its Control Power, due to a private purchase agreement of shares entered into with the Controlling Shareholder, involving any number of shares, shall be obligated to: (a) carry out the public offering referred to in article 26 above; (b) refund the shareholders from whom he has bought shares on the stock exchange in the six (6) months prior to the date of the Disposal of Control, to whom he shall pay the difference between the price paid to the Selling Controlling Shareholder and the value paid on the stock exchange by shares of the Company in this period, duly restated by the positive variation of the Broad Consumer Price Index - IPCA ("IPCA") until the moment of the payment; and (c) take the appropriate measures to recompose the minimum percentage of twenty five percent (25%) of the total Outstanding Shares, should the percentage of Outstanding Shares after the Control Disposal be lower than the minimum required by the Novo Mercado Listing Regulation, within six (6) months after the Disposal of Control.

Article 28 - Registration of Shares - Instrument of Agreement. The Company shall not register transfers of shares for the acquirers of the Control Power, or for those who shall hold the Control Power, as long as they do not subscribe the Instrument of Agreement of the Controlling Shareholders, referred to in the Novo Mercado Listing Regulation.

Article 29 - Shareholders’ Agreement. Any Shareholders’ Agreement which provides for the exercise of the Control Power shall be registered at the Company’s headquarters without the subscription, by its signatories, of the Instrument of Agreement referred to in the caput of article 28 above.

Paragraph 1 - The shareholders’ agreements duly filed at the Company’s headquarters, which set forth clauses and conditions for the disposal of shares issued by the Company, control the preemptive right or regulate the exercise of the voting right of shareholders, shall be complied with by the Company and by its management.

Paragraph 2 - The shareholders’ agreement which sets forth clauses and conditions that conflict with the provisions of these Bylaws shall not be filed by the Company.

Paragraph 3 - The rights, obligations and responsibilities resulting from these shareholders’ agreements shall be valid and opposable to third parties, as long as they have been duly registered in the Company’s registration books of shares. The Company’s managers shall inspect for the compliance with these agreements and the chairman of the general meeting or of the meetings of the Board of Executive Officers, as the case may be, shall declare the invalidity of the vote given by the shareholder of by the officer contrary to the terms of these agreements, or, also, in the event of absence or abstention of the shareholders or officers, or other shareholders damaged or officers elected by the shareholders damaged shall vote with the shares or votes belonging to absent or omissive shareholders, as the case may be, pursuant to article 118, paragraph 8 and paragraph 9, of Law no. 6,404/76.

Article 30 - Offering resulting from Deregistration as a Publicly-Held Company. In the public offering of acquisition of shares, to be carried out by the Controlling Shareholder or by the Company, for the deregistration as a publicly-held company, the minimum price to be offered shall correspond to the Economic Value ascertained in an appraisal report made by a specialized institution or company, with proven experience and independence as to the decision power of the Company, its managers and/or Controlling Shareholder, in addition to meeting the requirements of paragraph 1 of article 8 of Law 6,404/76, and shall contain the responsibility provided for in paragraph 6 of the same article. The choice of the specialized institution or company shall occur pursuant to Article 31.

Article 31 - Choice of that Responsible for the Determination of the Economic Value. The choice of the specialized institution or company responsible for the determination of the Company’s Economic Value is privately incumbent upon the General Meeting, from the presentation, by the Board of Directors, of the three-name list, and the respective resolution, not computing blank votes, shall be taken by majority vote of the shareholders representing Outstanding Shares attending that Meeting, which if instated in first call shall count on the attendance of shareholders who represent, at least, twenty percent (20%) of the total Outstanding Shares, or if instated in second call may be count on the attendance of any number of shareholders representing the Outstanding Shares. The preparation costs of the appraisal report shall be fully assumed by the offeror.

Article 32 - Value Offered and Procedures. When the decision to proceed with the deregistration as a publicly-held company is informed to the market, the offeror shall disclose the maximum value per share or lot of one thousand shares by which he shall formulate the public offering.

Paragraph 1 - The public offering shall be subject to that the value ascertained in the appraisal report is not higher than the value disclosed by the offeror.

Paragraph 2 - If the Economic Value of the shares, ascertained pursuant to Articles 30 and 31, is higher than the value informed by the offeror, the decision to proceed with the deregistration as a publicly-held company shall be automatically extinct, except if the offeror expressly agrees to carry out the public offering by the Economic Value ascertained, and the offeror shall disclose to the market the decision he has adopted.

Paragraph 3 - The procedure for the deregistration as a publicly-held company shall meet the other requirements set forth in the rules applicable to publicly-held companies and precepts in the Novo Mercado Listing Regulation.

Article 33 - Delisting from the Novo Mercado. The Company may delist from the Novo Mercado any time, as long as the delisting is (a) previously approved by the General Shareholders’ Meeting, and (b) informed to Bovespa in writing, thirty (30) days in advance.

Paragraph 1 - Delisting for Trading Out of the Novo Mercado. When the delisting of the Company from the Novo Mercado occurs, for the securities issued by it to have a registration for trading out of the Novo Mercado, the Controlling Shareholder shall carry out the public offering of acquisition of shares owned by the other shareholders of the Company by a price, at least, equal to the Economic Value of the share, to be ascertained as provided for in Articles 30 and 31.

Paragraph 2 - Delisting Resulting from Corporate Reorganization. Should the delisting of the Company from the Novo Mercado occurs due to a corporate reorganization operation, in which the company resulting from this reorganization is not admitted for trading in the Novo Mercado, the Controlling Shareholder shall carry out the public offering of acquisition of shares owned by the other shareholders of the Company by a price, at least, equal to the Economic Value of the share, to be ascertained as provided for in Articles 30 and 31, in compliance with the applicable legal and regulatory rules. The news about the public offering shall be informed to Bovespa and disclosed to the market immediately after the Company’s General Meeting which approved the referred reorganization.

Article 34 - Disposal of Control after Delisting from the Novo Mercado. The Disposal of the Company’s Control which occurs in the 12 months after its delisting from the Novo Mercado or the deregistration as a publicly-held company, shall obligate the Selling Controlling Shareholder, jointly and severally with the acquirer, to offer to the other shareholders the acquisition of their shares by the price and in the conditions obtained by the Selling Controlling Shareholder in the disposal of his own shares, dully restated, in compliance with the same rules applicable to the disposals of control provided for in Articles 26 and 27 of these Bylaws.

Paragraph 1 - If the price obtained by the Selling Controlling Shareholder in the disposal referred to in the caput of this Article 34 is higher than the amount of the public offering of delisting from the Novo Mercado or deregistration as a publicly-held company carried out in accordance with the other provisions of these Bylaws, the Selling Controlling Shareholder, jointly and severally with the acquirer, shall be obligated to pay the difference of the value ascertained to the acceptors of the respective public offering, in the same conditions provided for in the caput of this Article 34..

Paragraph 2 - The Company and the Controlling Shareholder are obligated to register in the Company’s Registration Book of Shares, in relation to the shares owned by the Controlling Shareholder, a lien which obligates the acquirer of that shares to extent to the other shareholders of the Company price and payment conditions equal to those paid to the Selling Controlling Shareholder, in the event of disposal, as provided for in the caput and in paragraph 1 of this Article 34.

Article 35 - Any Acquiring Shareholder who acquires or becomes holder of shares issued by the Company in an amount equal or higher than twenty percent (20%) of the total shares issued by the Company shall, in the maximum term of sixty (60) days counted from the acquisition date or from the event which resulted in the ownership of shares in an amount equal or higher than twenty percent (20%) of the total shares issued by the Company, carry out or request, as the case may be, the registration of a public offering of acquisition of the total shares issued by the Company, in compliance with the provisions in the applicable regulation of the CVM, the Novo Mercado Listing Regulation, other regulations of Bovespa and the terms of this Article 35.

Paragraph 1 - The public offering of acquisition of shares shall be: (i) indistinctly aimed at all shareholders of the Company; (ii) carried out in an auction to be held on Bovespa; (iii) launched by the price determined in accordance with the provisions in paragraph 2 of this Article 35; and (iv) paid in cash, in domestic currency, against the acquisition in the public offering of acquisition of shares issued by the Company.

Paragraph 2 - The acquisition price in the public offering of each share issued by the Company may not be lower than the highest value between: (i) one hundred twenty percent (120%) of the highest unit quotation reached by the shares issued by the Company during the period of twelve (12) months prior to the public offering of acquisition of shares on any stock exchange where the Company’s shares are traded; and (ii) one hundred twenty percent (120%) of the highest unit price paid by the Acquiring Shareholder, any time, for one share or lot of shares issued by the Company.

Paragraph 3 - The public offering of acquisition of shares mentioned in the caput of this Article 35 shall not exclude the possibility of another shareholder of the Company, or, if the case may be, the Company itself, to formulate a concurrent public offering, pursuant to the applicable regulation.

Paragraph 4 - The Acquiring Shareholder shall be obligated to meet the possible requirements of the CVM related to the public offering of acquisition of shares, formulated based on the legislation and within the maximum terms prescribed in the applicable regulation.

Paragraph 5 - In the assumption the Acquiring Shareholder does not comply with the obligations imposed by this Article 35, inclusively concerning the compliance with the maximum terms: (i) for the performance or request of the public offering registration; or (ii) to meet possible requirements of the CVM, the Company’s Board of Directors shall call an Extraordinary General Meeting, at which the Acquiring Shareholder may not vote, to resolve on the suspension of the exercise of the rights of the Acquiring Shareholder who does not comply with any obligation imposed by this Article, pursuant to the provisions in Article 120 of the Corporation Law, without loss of the responsibility of the Acquiring Shareholder for losses and damages caused to the other shareholders as a result of the non-compliance with the obligations imposed by this Article 35.

Paragraph 6 - Any Acquiring Shareholder who acquires or becomes holder of other rights, including usufruct or trust, on the shares issued by the Company in an amount equal or higher than twenty percent (20%) of the total shares issued by the Company, shall be equally obligated to, in the maximum term of sixty (60) days counted from the date of such acquisition or from the event which resulted in the ownership of such rights on shares in an amount equal or higher than twenty percent (20%) of the total shares issued by the Company, carry out or request the registration, as the case may be, of a public offering of acquisition of shares, under the terms described in this Article 35.

Paragraph 7 - The obligations in Article 254-A of the Corporation Law and in Articles 26 and 27 of these Bylaws do not exclude the compliance by the Acquiring Shareholder with the obligations of this Article 35.

Paragraph 8 - The provisions in this Article 35 do not apply in the assumption one person becomes holder of shares issued by the Company in an amount higher than twenty percent (20%) of the total shares issued by it as a result of: (i) legal succession, under the condition that the shareholder sells the excess of shares in up to sixty (60) days counted from the material event; (ii) the merger of a company into another by the Company; (iii) the merger of shares of another company by the Company; (iv) operations of exchange of shares issued by the Company held in treasury for shares of other companies that operate in the same segment of the Company’s subsidiaries, and as long as carried out within the scope of the expansion plan of the Company’s businesses; (v) incorporation of installments transferred from the shareholders’ equity of other companies; or (vi) subscription of the Company’s shares carried out in a single primary issuance approved at the Company’s General Shareholders’ Meeting, called by its Board of Directors, whose proposal to increase the capital has determined the issuance price of the shares based on the Economic Value obtained from an economic-financial appraisal report of the Company carried out by a specialized company with proven experience in the appraisal of publicly-held companies.

Paragraph 9 - For purposes of calculation of the percentage of twenty percent (20%) of the total shares issued by the Company described in the caput of this Article 35, involuntary additions of equity interest resulting from the cancellation of treasury shares or reduction of the Company’s capital stock with cancellation of shares shall not be computed.

Paragraph 10 - The provisions in this Article 35 does not apply to shareholders who, on the publication date of the announcement of commencement related to the first offering of public distribution of shares issued by the Company ("Date of the First Public Offering"), are already holders of twenty percent (20%) or more of the total shares issued by the Company, inclusively specially to the Company’s controlling shareholders, as well as to the partners, shareholders or quotaholders of the referred controlling shareholders, who shall succeed them in the direct interest in the Company by force of corporate reorganizations, with the application of this Article 35 exclusively to those shareholders and/or investors who acquire shares (or rights pursuant to paragraph 6 above) and become shareholders of the Company after the Date of the First Public Offering.

Paragraph 11 - Should the CVM regulation applicable to the public offering provided for in this Article 35 determine the adoption of a calculation criterion for the determination of the acquisition price of each share of the Company which results in an acquisition price higher than that determined pursuant to paragraph 2 of this Article 35, the acquisition price calculated pursuant to the CVM regulation shall prevail in the execution of the public offering provided for in this Article 35.

Paragraph 12 - Despite the provisions in the caput of this Article, the provisions of the Novo Mercado Listing Regulation shall prevail in the assumptions of loss of the rights of the addressees of the offerings mentioned in these Bylaws.

Article 36 - Definitions. For purposes of these Bylaws, the following expressions shall have the following meanings:

"Acquiring Shareholder" it means any person, including, without limitation, any natural person or legal entity, investment fund, condominium, securities portfolio, universality of rights, or other form of organization, resident, domiciled or headquartered in Brazil or abroad, or Group of Shareholders;

"Controlling Shareholder" the shareholder or Group of Shareholders connected by shareholders’ agreement or under common control that exercises the Company’s Control Power;

"Selling Controlling Shareholder" the Controlling Shareholder when he promotes the disposal of the Company’s control;

"Control Shares" the block of shares which ensures, directly or indirectly, its holder(s) the individual and/or shared exercise of the Company’s Control Power;

"Outstanding Shares" all shares issued by the Company, except for the shares held by the Controlling Shareholder, by persons connected to him, by the Company’s managers and those in treasury

"Disposal of the Company’s Control" the transfer to a third party, on a remunerated basis, of the Control Shares;

"Control" (as well as its related terms, "Control Power", "Controlling Shareholder", "under Common Control" or "Subsidiary") the power effectively used to direct the social activities and guide the operation of the Company’s bodies, directly or indirectly, de jure, de facto. There is a relative presumption of the ownership of control in relation to the person or group of persons connected by a shareholders’ agreement or under common control that is a holder of shares ensuring them the absolute majority of the votes of shareholders attending the last three General Meetings of the Company, even if they are not holders of the shares ensuring them the absolute majority of the voting capital;

"Group of Shareholders" it means the group of two or more persons (a) who are connected by contracts or agreements of any nature, including shareholders’ agreements, oral or written, directly or by means of subsidiaries, parent companies or companies under common control; or (b) who among them there is a Control relation, directly or indirectly; or (c) who are under common Control; or (d) who represent a common interest. The following are examples of persons representing a common interest: (i) a person who holds, directly or indirectly, an equity interest equal or higher than fifteen (15%) of the capital stock of the other person; and (ii) two persons who have a third investor in common who holds, directly or indirectly, an equity interest equal or higher than fifteen percent (15%) percent of the capital stock of the two persons. Any joint-ventures, investment funds or clubs, foundations, associations, trusts, condominiums, cooperatives, securities portfolios, universalities of rights, or any other forms of organization or undertaking, incorporated in Brazil or abroad, shall be considered part of the same Group of Shareholders whenever two or more among such entities: (x) are administrated or managed by the same legal entity or by parties related to the same legal entity; or (y) have in common the majority of their managers; and

"Economic Value" the value of the Company and of its shares to be determined by a specialized company, upon a methodology recognized or based on another criterion to be defined by the CVM.

CHAPTER VIII - ARBITRATION COURT

Article 37 - Solution of Controversies through Arbitration. The Company, its shareholders, managers and members of the Fiscal Council are obligated to solve, by means of arbitration, all and any dispute or controversy that may arise among them, related or resulting, specially, from the application, validity, efficiency, interpretation, violation and their effects, of the provisions in the Novo Mercado Listing Regulation, in these Bylaws, in the provisions in Law 6,404/76, in the rules issued by the Brazilian Monetary Council, by the Central Bank of Brazil and by the Brazilian Securities and Exchange Commission (CVM), in the other rules applicable to the operation of the capital markets in general, in addition to those in the Novo Mercado Participation Contract and in the Arbitration Regulation of the Market Arbitration Chamber, which shall be conducted with the Market Arbitration Chamber instituted by Bovespa, in conformity with the Regulation of the referred Chamber, and the parties may, pursuant to Chapter 12 of the same Regulation, choose in common agreement other arbitration chamber or center to solve their litigations.

CHAPTER IX - LIQUIDATION

Article 38 - Dissolution and Liquidation. The Company shall enter into dissolution and into liquidation in the cases provided for in the law,

by the manner established by the General Meeting, which shall appoint the liquidator and may instate the Fiscal Council to operate during the liquidation period.

CHAPTER X - EFFICIENCY OF THE PROVISIONS

Article 39 - Efficiency of the Provisions. The provisions in articles 9, paragraph 2, 10, paragraph 2 and 3, 15, paragraph 7, 19, paragraph 1 and in chapter VII of these Bylaws shall only be effective as of the date on which the Company

publishes the Announcement of Commencement of the Primary and Secondary Public Distribution of Shares, related to the first public distribution of shares issued by the Company, purpose of the registration request no. RJ/2007-10871, recorded in the Brazilian Securities and Exchange Commission (CVM) on August 28, 2007.

*Altered by the Extraordinary General Meeting held on 5/23/2011.