Extraordinary Shareholders' Meeting - 04.07.2014 - Management Proposal

MANAGEMENT PROPOSAL OF BM&FBOVESPA S.A.
- BOLSA DE VALORES, MERCADORIAS E FUTUROS
EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014
So Paulo, March 20, 2014. BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros submits to the Extraordinary Shareholders Meeting to be held on April 07, 2014 the Proposal by Management (Proposal) described below. 1. Stock Concession Plan The Management proposes to the Shareholders Meeting a resolution on the adoption of a Stock Concession Plan of the Company (Stock Plan). The primary objective of the proposed Stock Awards Plan is to help the Company advance its expansion plans and better accomplish its corporate purposes in the best interest of shareholders by rewarding officers and employees of both the Company and its subsidiaries with the possibility of becoming shareholders and, thus, better aligning their interests to those of the universe of shareholders, and of the Company and its subsidiaries. Moreover, this incentive should give us an important talent attraction and retention tool which should also enhance our ability to retain our officers and high level executives. It is important to stress that, according to Article 23 of CVM Instruction 10/1980, the implementation of the Stock Plan, if it is approved by the Extraordinary Shareholders Meeting, will be contingent upon prior authorization by the Brazilian Securities Commission. In addition, if the Stock Plan is approved and implemented, the Company will no longer grant new stock options within the scope of the Stock Option Plan of the Company, but the applicable rights and obligations will be maintained. The information requested by Exhibit 13 to CVM Instruction No. 481, including the proposed Stock Plan, is included in Exhibit I hereto. 2. Proposals for amendment to the Companys Bylaws 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.
MANAGEMENT PROPOSAL OF BM&FBOVESPA S.A. - BOLSA DE VALORES, MERCADORIAS E FUTUROS
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: (a) amend Article 5 so as to reflect the cancellation of 80,000,000 issued by the Company, approved by the Board of Directors in a meeting held on February 13, 2014; (b) amend Article 16, indent e, so that the provision can encompass plans for granting shares; and (c) alter (c.1) Article 6, main provision; (c.2) Article 7, main provision and Paragraphs 2, 3 and 4; (c.3) Article 8, Paragraph 2; (c.4) Article 12, main provision and Paragraphs 1 to 8; (c.5) Article 13, main provision and Paragraphs 1 and 2; (c.6) Article 14, (c7) Article 15, main provision and Paragraphs 1 to 3; (c.8) Article 16, main provision and indent "a"; (c.9) Article 17, main provision and Paragraph 1; (c.10) Article 18, main provision and Paragraphs 1 and 2; (c.11) Article 21, Sole Paragraph; (c.12) Article 22, main provision and Paragraphs 3 and 4; (c.13) Article 23, Paragraphs 2, 3 and 6; (c.14) Article 24, main provision and Paragraphs 2, 3 and 6; (c.15) Article 26, main provision; (c.16) Article 27, main provision; (c.17) Article 29, indents "a", "d", "e", "f" and "l"; (c.18) Article 31; (c.19) Article 35, indent "l"; (c.20) Article 38, indent "f "; (c.21) Article 43, Paragraph 2, indent b; (c.22) Article 47, indent "j"; ( c.23) Article 49, Paragraph 1, indent b; (c.24) Article 50, Sole Paragraph, indents "a" and "c"; (c.25) Article 52, main provision, Paragraphs 1, 4 and 5; (c.26) Article 53, Paragraph 1; (c.27) Article 54, Sole
Paragraph; (c.28) Article 55, Paragraphs 3 to 6; (c.29) Article 58, main provision; (c.30) Article 62, Paragraph 2; (c.31) Article 63, main provision and Paragraph 2; (c.32) Article 64, main provision; (c.33) Article 65, Paragraphs 2 and 3; (c.34) Article 70, Paragraph 1, indent " c ", Paragraph 4, indent a" and Paragraph 5, indents "c", "d" and "e"; (c.35), Article 71; (c. 36) Article 73, indent "b"; (c.37) Article 74, (c.38) Article 77; and (c.39) Article 79,for purposes of remuneration, orthographic corrections and other formal and wording adjustments. 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. We remain at your disposal for any additional clarification you may require.
Yours sincerely,
Eduardo Refinetti Guardia Chief Products and Investor Relations Officer
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 PLAN approved by the Special Shareholders Meeting held on [XX] [X], 20XX. 1. Purpose of the Stock Plan 1.1. The Purpose of the Stock Plan of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (Company or BM&FBOVESPA), created pursuant to the applicable law and regulations of the Brazilian Securities Commission ( CVM) (Stock Plan), is to provide the managers and employees of the Company and of its direct and indirect controlled companies (included in the concept of Company for the purposes of this Stock Plan) with the opportunity to become shareholders of the Company, consequently obtaining an increased alignment of their interests with the interests of the shareholders and sharing the capital market risks, as well as to enable the Company and its controlled companies to attract and keep the managers and employees related to it. 1.2. The managers and employees of the Company and controlled companies ( Beneficiaries) are eligible to take part in the Stock Plan, with due regard for the provisions of item 12 of this Stock Plan. 2. Shares Included in the Stock Plan 2.1. Shares may be granted within the scope of this Stock Plan, in the course of its term of effectiveness, up to 2.5% of the total shares of the Companys capital stock. 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 Plan. 2.2. For the purposes of this Stock Plan, the Company shall use shares held in treasury, with due regard for the CVM rules. 3. Management of the Stock Plan 3.1. The Stock Plan shall be directly managed by the Board of Directors or, at its discretion, by
the Companys Remuneration Committee (Committee). 3.2. 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 Plan and, in relation to the Committee, the guidelines of the Companys Board of Directors, for the organization and management of the Stock Plan and the granting of shares. 3.2.1. Notwithstanding the provisions in the main section hereof, no decision of the Board of Directors or of the Committee shall, except for the adjustments permitted under the Stock Plan: (i) increase the total limit of the shares that may be granted; (ii) modify or damage any rights or obligations of any existing agreement without the Beneficiarys consent; (iii) modify the rules relating to the granting of shares to the Board of Directors, as defined in item 12 below. 3.3. The Board of Directors or the Committee may, at any time, at all times with due regard for the provisions in item 3.2.1: (i) modify or discontinue the Stock 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 Plan, accelerate any terms for transfer of the shares; and (iv) establish the regulations applicable to the omitted cases. 3.4. In the exercise of its incumbencies, the Board of Directors or the Committee, as the case may be, shall be solely subject to the limits established by law, by the CVM regulations and by the Stock Plan, not being required, under any isonomy or analogy rule, to extend to everyone the conditions that they deem to be solely applicable to some, with due regard for the peculiarities of each case. 3.5. 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 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 Programs (Programs) from time to time, which shall define: (i) the Beneficiaries; (ii) the total number of shares of the Company subject to granting; (iii) criteria for election of the Beneficiaries and determination of the quantity of shares, as goals relating to performance; ( iv) the division of the shares in lots, if applicable; (v) grace periods for transfer of the shares; (vi) any restrictions to the transfer of shares received by the Beneficiaries, pursuant to item Erro! Fonte de referncia no encontrada. below; and (vii) any provisions about penalties. 4.1.1. 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 Share 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 percentage of increase in the base number of shares granted to the Beneficiary and the criteria for determination thereof, as provided for by item Erro! Fonte de referncia no encontrada. above, and the management valuation period for determination thereof; c) the term and conditions for transfer of the shares, which may be made in one or more lots; and d) the rules about any restrictions to the transfer of the shares received and provisions about penalties in case of breach of such restrictions; and e) any other provisions and conditions that are not in accordance with the Stock 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 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 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 delivered to the Beneficiary unless all legal, regulatory and contractual requirements have been fully satisfied. 4.6. No provision of the Stock 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 Companys rights to terminate, at any time, the managers term of office or the employees employment contract. 4.7. The shares granted under the Stock 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 Companys shareholder, except those referred to in the Stock 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 transfer of the shares. 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 Plan, the Program and the Agreement are met.
5.1.1. It shall be incumbent upon the Companys 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 to the Transfer of Shares 6.1. The Board of Directors or the Committee, as the case may be, may establish to the Beneficiaries a minimum period of unavailability for the sale, transfer or otherwise the disposal of the Companys shares received under the Stock Plan, as well as of those t hat 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 Beneficiarys own funds, or securities that entitle to the subscription or acquisition of shares, as long as such shares or securities have arisen to the Beneficiary from the ownership of shares under the Stock Plan. 6.1.1. The Board of Directors or the Committee, as the case may be, at its discretion, may exempt the Beneficiaries from the minimum period of unavailability referred to in item Erro! Fonte de referncia no encontrada. above. 6.1.2. Unless otherwise specifically resolved by the Board of Directors or the Committee, as the case may be, the disposal of the shares in any manner while the period set forth in item Erro! Fonte de referncia no encontrada. above has not elapsed shall result in Beneficiarys loss, without any right to indemnity, of the right to receive all shares not transferred yet to which 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 period of unavailability, and not to create any liens thereon that might prevent the enforcement of the provisions of this Stock Plan. 6.3. The Company shall register the transfer of shares under the Stock 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. The removal from the 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 the 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 Plan that have not been transferred yet. 8. Resignation, Removal, Voluntary Termination, Dismissal without Cause or Retirement
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 Beneficiarys 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 referncia no encontrada., the Beneficiary: (i) shall receive all shares the term for transfer of which 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 the terms for transfer of which have 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 accelerate the terms 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 all shares the term for transfer of which by the Company has already elapsed; and (ii) shall lose, without any indemnity, the right to receive the shares the term of transfer of which by the Company 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 to perform 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 in the form of last will, as established in the probate proceeding or in an applicable court order. 9.2. In the events set forth in 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 share 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 in 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 its grace 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 Plan 11.1. The Stock 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 3.2.1; 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. Granting of Shares to the Members of the Board of Directors 12.1. The granting of shares to members of the Board of Directors under this Stock Plan shall comply with the general provisions set forth in this Stock 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 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 3.2 and 3.3. 12.2. The members of the Board of Directors are eligible to be beneficiaries of the Granting to the Board as from the date of the Shareholders Meeting that elects them for 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 granted 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 granting 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 grating to the Board shall be made in a single lot, on the same dates of approval of the Programs for granting of shares to the other Beneficiaries of this Stock 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 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 the right of which 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 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 granted 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, 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 Plan and the Program by the Beneficiary, who undertakes to fully comply therewith. 13.2. Specific Performance. The obligations set forth in the Stock 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 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 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.
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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 So Paulo to resolve any disputes that may arise in relation to the Stock 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 to the Shareholders Meeting as it may be deemed convenient. Any share granted under the Stock 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. ***
2. Discussion of the principal features of the proposed plan, identifying:
a.
Eligible beneficiaries
Eligible beneficiaries under the proposed Stock Awards Plan (Awards Plan) are the directors, officers and executives of the Company and its subsidiaries. Based on Stock Awards Programs (Awards Programs) from time to time established under the proposed Awards Plan, the Board of Directors or Compensation Committee of the Company (Compensation Committee), as the case may be, would select grantees pursuant to certain standards and requirements. b. Maximum number of shares awardable under the plan and maximum number of shares covered by the plan. The proposed Awards Plan would comprise a number of shares as of each grant date representing up to 2.5% of the shares of capital stock, thus limiting the overall number of shares awardable at any time over the term of the plan. Therefore, based on the number of shares issued and outstanding as of December 31, 2013, the Awards Plan would comprise a total of 49,500.000 shares (at that date). This limit would not include stocks previously transferred to grantees under the plan or the number of shares still grantable under option plans existing as of the approval date of the proposed Awards Plan. Due regard given to applicable CVM rules, in fulfilling awards granted under the proposed Awards Plan, the Company would reissue treasury stock. c. Granting conditions
One of the objectives of the proposed Awards Plan is to give the Company the ability to grant
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stock awards by reissuing treasury stock to selected eligible beneficiaries that, in the course of their work for the Company or its subsidiaries, as the case may be, meet certain performancerelated standards and requirements, however, without requiring grantees to pay exercise or other price. Under the proposed Awards Plan rules, the Board of Directors or Compensation Committee, as applicable, would from time to time establish Awards Programs, which would define: (i) the eligible beneficiaries; (ii) the total number of shares awardable under the program; (iii) the performance-related standards and requirements (include performance targets) by which grantees are to be selected from the universe of eligible beneficiaries, and the number of award shares is to be determined; (iv) the award division into lots, in case of staggered awards; (v) vesting periods to elapse prior to a final transfer of award shares; (vi) transfer restrictions possibly applicable; and (vii) penalties, if any. d. Details on criteria determining the exercise price
Not applicable. The Awards Plan aims, among other things, to give the Company the ability to grant stock awards by reissuing treasury stock to eligible beneficiaries that, in the course of their work for the Company or its subsidiaries, as the case may be, meet certain performance-related standards and requirements, however, without requiring grantees to pay exercise or other price for the award shares. This is not, therefore, a stock option plan within the meaning of article 168, paragraph 3, of Brazilian Corporate Law. (Law No. 6.404/76, as amended); rather, the proposed Awards Plan has been conceived as share-based compensation, payable by means of reissuing treasury stock to grantees, after prior approval is obtained from the Brazilian Securities Commission (CVM), as market regulator. e. Criteria determining the exercise period
Under the proposed Awards Plan, a grant of stock awards will be decided by the Board of Directors or Compensation Committee, as applicable, pursuant to the terms of the relevant Awards Program regarding share lots (staggered awards) and vesting periods, and implemented in line with the relevant Award Grant Agreement executed the each grantee (Grant Agreements), provided the terms and conditions of the grant are complied with. However, we should stress no exercise periods or exercise deadlines would apply. Instead, there would be vesting periods only. f. Form of settlement
As indicated under item d above, the objectives of the proposed Awards Plan include, among other things, to give the Company the ability (after obtaining prior approval from the market regulator) to grant stock awards by reissuing treasury stock to selected eligible beneficiaries that, in the course of their work for the Company or its subsidiaries, as the case may be, meet certain performance-related standards and requirements, however, without requiring grantees to pay consideration for the award. Thus, provided prior approval is obtained from the CVM, as long as the eligible beneficiaries may have met the standards and requirements set forth under the Awards Plan and the relevant Awards Program, as well as the terms of the Grant Agreements, they would be entitled to award shares and Management required to take action to implement the grant transferring the shares. Furthermore, the proposed Awards Plan rules allow the Company to suspend transfers of award shares on a temporary basis at any time and under any circumstance where by operation of law
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or regulation transfer restrictions preclude grantees from transferring award shares. g. Conditions and circumstances whose occurrence would determine a suspension, modification or termination of the plan. The proposed Awards Plan may be modified or terminated at any time by the Board of Directors or Compensation Committee (as applicable). However, this would not operate to the detriment of any transfer restrictions imposed on award shares and would not modify any of the rights and obligations set forth under any Grant Agreement or change the Awards Plan rules on shares awardable to members of the Board of Directors. Furthermore, the Awards Plan rules provide that in the event of dissolution or transformation, or of spin-off, consolidation or merger or other corporate restructuring transaction where the Company does not emerge as the surviving company or, and in the event of a delisting of the Company shares, then, in the discretion of the Board of Directors (including where acting upon a recommendation of the Compensation Committee) any ongoing Grant Agreements may be transferred to the Companys successor or be time-accelerated. h. Share transfer restrictions
The proposed Awards Plan authorizes the Board of Directors or Compensation Committee, as applicable, to establish a lock-up period which grantees would be required observe if they wish to sell, offer for sale, transfer or otherwise dispose of shares received within the scope of the Awards Plan. Any such lock-up restriction would likewise extend to bonus shares, split shares or additional shares otherwise acquired without the grantee disbursing a payment price, and extend as well to securities convertible, exercisable or exchangeable for shares of the Company, to the extent any such shares or securities are attributable to shares originally acquired within the scope of the Awards Plan. Thus, unless otherwise expressly authorized by decision of the Board of Directors or Compensation Committee, as applicable, any form of disposition of award shares, or shares and securities derived from award shares, in contravention of the lock-up restriction would entail loss of the right to shares granted under the relevant Awards Program and Grant Agreement. In addition, grantees would be required to refrain from encumbering any award shares subject to lock-up restriction, or establishing a lien which would hamper the execution of the Awards Plan or curtail its effects.
3. Justification for the proposed plan, including explanations regarding:
a.
Primary objectives of the plan
The primary objectives of the proposed Awards Plan are to help the Company advance its expansion plans and better accomplish its corporate purposes in the best interest of shareholders by rewarding officers and high level executives of both the Company and its subsidiaries with the possibility of becoming shareholders and, thus, better aligning their interests to those of the universe of shareholders, and of the Company and its subsidiaries. Moreover, this incentive
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should give us an important talent attraction and retention tool which would also enhance our ability to retain the officers and high level executives. b. How the plan contributes to attaining these objectives
A grant within the scope of the proposed Awards Plan would encourage eligible beneficiaries by offering them an opportunity to become shareholders if certain performance-related standards are met. It is an incentive for eligible beneficiaries to better align their interests to the best interests of the Company and add value for the Company and the universe of shareholders. Based on terms established by the Board of Directors or Compensation Committee (as applicable), it is also a structured way to let grantees share in the value of their hard work in the mid- to long-term (per program conditions), whether by increasing their holdings over time or by enjoying the proceeds from the sale of awarded shares, thereby encouraging long-tem employment with the Company and its subsidiaries. At the same time, it better positions the latter to retain their top high level talent. c. Role of the plan vis--vis the compensation policy
The proposed Awards Plan is one of a number of variable compensation mechanisms we use as part of our long-term incentives policy, since the larger part of the compensation we pay our executives is comprised of variable compensation elements. In focusing on long-term variable compensation, we aim to keep pace with market practices and offer enticing compensation packages, while attending to the interest of the Company in an efficient way. In this context, the proposed Awards Plan seeks to strengthen our focus on this type of compensation, as it offers potential for higher and more attractive returns in the long run, while on the other hand requiring eligible beneficiaries to work hard for the Company and show solid commitment to meeting performance-related standards and requirements, in the manner proposed under the Awards Programs and related Grant Agreements. d. How the plan aligns the interests of beneficiaries to the interests of the Company in the near-, mid- and long-term. The proposed Awards Plan includes drivers and mechanisms to have eligible beneficiaries align their interests to those of the Company over different time horizons, such as vesting periods and staggered awards, as well as lock-up periods. Staggered awards allow for share transfers to take place gradually over time, are an important retention tool and a key driver of outstanding performance in the longer term, as they give grantees an opportunity to increase their holdings in award shares over the course of time and, such as a lock-up restriction, represent an incentive for grantees to share in the value of their hard work in the longer run.
4. Estimate of expenses with the company is expected to incur as a result of adopting the plan, per relevant accounting standards.
The proposed Awards Plan would comprise a number of shares as of each grant date representing up to 2.5% of the shares of capital stock, thus limiting the overall number of shares
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awardable at any time over the term of the plan. Therefore, based on the number of shares issued and outstanding as of December 31, 2013, the Awards Plan would comprise a total of 49,500.000 shares (as at that date). . Under the proposed Awards Plan rules, the Board of Directors or Compensation Committee, as applicable, would from time to time establish Awards Programs, which would define: (i) the eligible beneficiaries; (ii) the total number of shares awardable under the program; (iii) the performance-related standards and requirements (include performance targets) by which grantees are to be selected from the universe of eligible beneficiaries, and the number of award shares is to be determined; (iv) the award division into lots, in case of staggered awards; (v) vesting periods to elapse prior to a final transfer of award shares; (vi) transfer restrictions possibly applicable; and (vii) penalties, if any. Thus, each award of shares granted over the life cycle of the Awards Plan would entail expenses in the equivalent of the market price of the award shares. Therefore, it is not possible at this time to predict or estimate the number of award shares that will be granted or the market price of the shares in the future and, consequently, the expenses we would incur with the plan. We should note that, if approved at the general shareholders meeting, the proposed plan will still have to be submitted to the market regulator (CVM) for approval concerning reissue of treasury stock as a means to implement the Awards Plan. Assuming we do obtain approval from the CVM, the first Awards Program would entail grants in January 2015 to reward 2014 performance, with effects on our results for the year 2015.
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EXHIBIT II COMPARATIVE TABLE OF THE PROPOSALS FOR AMENDMENT OF THE BYLAWS

CURRENT BYLAWS BYLAWS OF BM&FBOVESPA S.A. BOLSA DE VALORES, MERCADORIAS e FUTUROS AMENDED BYLAWS BYLAWS OF BM&FBOVESPA S.A. BOLSA DE VALORES, MERCADORIAS e FUTUROS AMENDMENT JUSTIFICATION
TN: Spelling corrections to the Portuguese language not reproduced herein
CHAPTER I NAME, HEADQUARTERS, VENUE, PURPOSE AND DURATION
CHAPTER I NAME, HEADQUARTERS, VENUE, PURPOSE AND DURATION
Article 1. BM&FBOVESPA S.A. BOLSA DE VALORES, Article 1. BM&FBOVESPA S.A. BOLSA DE VALORES, MERCADORIAS E FUTUROS (Company) is a corporation MERCADORIAS E FUTUROS (Company) is a corporation governed by these Bylaws and by applicable law. governed by these Bylaws and by applicable law. Sole paragraph . The shares of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA), the Brazilian Securities, Commodities and Futures Exchange, have been listed to trade on the Stock Exchange special listing segment named Novo Mercado. Accordingly, the Company, the shareholders, the Directors and Officers and the Fiscal Council members (if the council is active) are bound by the Novo Mercado Listing Rules ( Novo Mercado Listing Rules) Sole Paragraph. The shares of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA), the Brazilian Securities, Commodities and Futures Exchange, have been listed to trade on the Stock Exchange special listing segment named Novo Mercado. Accordingly, the Company, the shareholders, the Directors and Officers and the Fiscal Council members (if the council is active) are bound by the Novo Mercado Listing Rules (Novo Mercado Listing Rules)

Article 2. The Company has registered office and jurisdiction in the city of So Paulo, state of So Paulo. Upon a decision of the Executive Management Board, the Company may 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 So Paulo, state of So 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 Companys corporate purpose is to conduct or Article 3. The Companys corporate purpose is to conduct or hold shares in the capital of companies undertaking the hold shares in the capital of companies undertaking the following activities: 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; 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 Companys regulations: 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; III Rendering of registration, clearing and physical and financial settlement services, through an internal body or a company specially incorporated for this purpose, as main and guarantor counterparty for the final clearance or not, according to the law in effect and Companys regulations:
(a) of the transactions carried out and/or registered in any of (a) of the transactions carried out and/or registered in any of the systems listed in items I and II above; or the systems listed in items I and II above; or
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(b) of the transactions carried out and/or registered with (b) of the transactions carried out and/or registered with other exchanges, markets or trading systems, other exchanges, markets or trading systems, IV Rendering of services of centralized depositary and IV Rendering of services of centralized depositary and fungible and non-fungible custody of commodities, securities fungible and non-fungible custody of commodities, securities and any other physical and financial assets; 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 Companys interests and the participants of the markets under the Companys direct or indirect surveillance and its interests; VI Rendering of technical, administrative, and management support for market development, as well as undertaking of educational, promotional and publishing activities related to its corporate purpose and to the markets which are under the Companys surveillance; V Rendering of customization, classification, analysis, quotation, preparation of statistics, training of personnel, preparation of studies, publications, information, library and software development services related to the Companys interests and the participants of the markets under the Companys direct or indirect surveillance and its interests; VI Rendering of technical, administrative, and management support for market development, as well as undertaking of educational, promotional and publishing activities related to its corporate purpose and to the markets which are under the Companys surveillance;
VII Undertaking of other similar or related activities VII Undertaking of other similar or related activities expressly authorized by the Securities Commission; and 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 Sole Paragraph. Within the powers that are conferred to it by Law 6,385/1976 and by the regulations in effect, the Law 6,385/1976 and by the regulations in effect, the Company must: Company must: (a) issue regulations relating to the granting of Access (a) issue regulations relating to the granting of Access Permits to different trading, registration and settlement Permits to different trading, registration and settlement
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systems under the Companys 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 Companys 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 (b) establish rules safekeeping equitable commercial and trading principles and high ethical standards for people trading principles and high ethical standards for people who act in the markets under the direct or indirect who act in the markets under the direct or indirect surveillance of the Company, as well as to regulate the surveillance of the Company, as well as to regulate the transactions and decide operating questions involving transactions and decide operating questions involving the holders of Access Permits to the same markets; the holders of Access Permits to the same markets; (c) regulate the activities of the holders of Access Permits in (c) regulate the activities of the holders of Access Permits in the systems and markets under the Companys the systems and markets under the Companys surveillance; surveillance; (d) establish mechanisms and rules to mitigate the risk of (d) establish mechanisms and rules to mitigate the risk of default of obligations by the holders of Access Permits, as default of obligations by the holders of Access Permits, as to the transactions undertaken and/or registered in any of to the transactions undertaken and/or registered in any of the Companys trading, registration and clearing the Companys trading, registration and clearing systems; systems; (e) monitor the transactions traded and/or registered in any (e) monitor the transactions traded and/or registered in any of the Companys trade, registration, clearing and of the Companys trade, registration, clearing and settlement systems, as well as all of those regulated by it; settlement systems, as well as all of those regulated by it; (f) monitor the activities of the holders of Access Permits, as (f) monitor the activities of the holders of Access Permits, as participants and/or intermediaries to the transactions participants and/or intermediaries to the transactions undertaken and/or registered in any of the trade, undertaken and/or registered in any of the trade, registration and clearing systems under the surveillance registration and clearing systems under the surveillance of the Company, as well as all those regulated by it; and of the Company, as well as all those regulated by it; and (g) impose penalties to those who violate legal, regulatory (g) impose penalties to those who violate legal, regulatory and operating rules, under the surveillance of the and operating rules, under the surveillance of the
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Company. Article 4. The Company has an unlimited duration. Company. Article 4. The Company has an unlimited duration.
CHAPTER II CAPITAL STOCK, SHARES AND SHAREHOLDERS
CHAPTER II 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 6. All of the shares issued by the Company are bookentry and deposited with a financial institution authorized by the Brazilian Securities Commission (Comisso de Valores Mobilirios), or CVM, in the name of their holders. Sole paragraph. The cost of the transfer and registration, 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 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. Article 6. All of the shares issued by the Company are bookentry and deposited with a financial institution authorized by the Brazilian Securities Commission (Comisso de Valores Mobilirios), or CVM, in the name of their holders. Sole paragraph. The cost of the transfer and registration, 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.
CONTINGENT
SHARES.
ON THE OF
CANCELLATION
BOARD APPROVING THE 80,000,000 TREASURY
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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 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 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 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 Paragraph 4. Any vote in excess of the voting cap established in this Article shall be disregarded. 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 Paragraph 1. In the event contemplated under the main provision of this Article, the Board of Directors shall provision of this Article, the Board of Directors shall determine the issue price and number of shares in the issue, determine the issue price and number of shares in the issue, as well as the payment date and payment terms. as well as the payment date and payment terms.
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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 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). Paragraph 1. If the aforementioned share acquisitions are aimed to bring about, or do lead to, a change of control or a change in the Companys management structure, or otherwise trigger a tender offer requirement (per CHAPTER 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 10. Every shareholder or Shareholder Group is required to disclose by notice to the Company (which must include the information required under Article 12 of CVM Ruling No. 358/2002) any share purchases which in the aggregate result in ownership interest in excess of 5% of the shares of capital stock. Thereafter, a similar disclosure requirement applies to subsequent purchases of additional lots of shares in the aggregate representing over 2.5% of the shares of capital stock (or any multiple thereof). Paragraph 1. If the aforementioned share acquisitions are aimed to bring about, or do lead to, a change of control or a change in the Companys management structure, or otherwise trigger a tender offer requirement (per CHAPTER
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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 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. 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 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 Paragraph 4. Any violation of the provisions of this Article subject the breaching party(ies) to the penalty provided for in shall be subject to the penalties set forth under Article 16, Article 16, item (i), and in Article 18. item (i), and Article 18 of these Bylaws. Paragraph 5. The Investor Relations Officer shall be required to send (as soon as practicable) copies of such notices to the CVM and the stock exchanges on which Company securities are listed to trade. 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 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
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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 SHAREHOLDERS MEETING
CHAPTER III 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 Paragraph 1. The Shareholders Meeting has the authority to decide on all acts related to the Company, as well as to decide on all acts related to the Company, as well as to decide in the best interests of the Company. 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 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 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 4. The documents pertinent to the matter to be Paragraph 4. The documents pertinent to the matter to be decided on at the Shareholders Meetings must be made decided on at the Shareholders Meetings must be made
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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 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 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. 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 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 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.
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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.
Amended for language consistency with the main provision of article 13.
Paragraph 1. The list of shareholders present shall be closed Paragraph 1. The list of shareholders present shall be closed by the Chair of the Meeting, immediately after the by The Chair of the Meeting shall close the Shareholders instatement of Shareholders Meeting. Attendance List, promptly upon convening the shareholders meeting. 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. 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. 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. 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.
Amended for language consistency with the main provision of article 13.
Article 15. Unless otherwise provided by law, and giving Article 15. Unless otherwise provided by law, and giving due regard to the provisions of Article 7 and of paragraph 2 due regard to the provisions of Article 7 and of paragraph 2 of Article 63 of these Bylaws, at Shareholders Meetings of Article 63 of these Bylaws, at Shareholders Meetings
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decisions shall pass by the affirmative vote of holders of decisions shall pass by the affirmative vote of holders of record of a majority of the shares represented at the meeting, record of a majority of the shares represented at the meeting, not computing abstentions. 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 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 openended 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 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: 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 openended 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 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 (a) Review and judge the management report and financial statements; statements; (b) Determine the allocation of net income for the year and (b) Determine the allocation of net income for the year and approve dividend distributions based on the approve dividend distributions based on the management proposal; management proposal; (c) Elect and remove the Directors and the members of the (c) Elect and remove the Directors and the members of the
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Fiscal Council, if active; Fiscal Council, if active;
(d) Set the aggregate compensation of the members of the (d) Set the aggregate compensation of the members of the Board of Directors and the Executive Management Board of Directors and the Executive Management Board, as well as the compensation of fiscal council Board, as well as the compensation of fiscal council members, if elected, having regard for the provisions of members, if elected, having regard for the provisions of Article 17; Article 17; (e) Approve stock option plans of any type concerning (e) Approve stock option or stock award plans of any type Stock awards have been added to the options attributable to officers, employees and service concerning options attributable to officers, employees provision in connection with the Stock Award Plan, which we are submitting for providers of the subsidiaries; and service providers of the subsidiaries; the consideration of shareholders convening in the Combined Annual and Extraordinary Meeting. (f) Approve profit sharing programs for management (f) Approve profit sharing programs for management members giving regard to applicable legal limits, and members giving regard to applicable legal limits, and employee profit sharing plans, in accordance with the employee profit sharing plans, in accordance with the human resources policy of the Company; human resources policy of the Company; (g) Approve proposals for the Company to delist from the (g) Approve proposals for the Company to delist from the Novo Mercado listing segment or a going private process Novo Mercado listing segment or a going private process ultimately resulting in cancellation of the registration as ultimately resulting in cancellation of the registration as a public company; a public company; (h) Based on a list of selected firms provided by the Board of (h) Based on a list of selected firms provided by the Board of Directors, appoint a specialized firm to determine the Directors, appoint a specialized firm to determine the economic value of the Company shares and prepare the economic value of the Company shares and prepare the valuation report, in the event of a going private process valuation report, in the event of a going private process for cancellation of the registration as a public company, for cancellation of the registration as a public company, or of delisting from the Novo Mercado, as contemplated or of delisting from the Novo Mercado, as contemplated under CHAPTER VIII hereof; under CHAPTER VIII hereof; (i) Suspend the rights of a shareholder, as provided under (i) Suspend the rights of a shareholder, as provided under Article 120 of Brazilian Corporate Law* and Article 18 of Article 120 of Brazilian Corporate Law* and Article 18 of
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these Bylaws; these Bylaws;
(j) Approve acquisitions of ownership interest in other (j) Approve acquisitions of ownership interest in other companies and/or associations or joint ventures or companies and/or associations or joint ventures or consortia, where the value of any such interest is in consortia, where the value of any such interest is in excess of three times the Reference Amount; excess of three times the Reference Amount; (k) Approve any disposition of a material portion of the (k) Approve any disposition of a material portion of the Company assets or its trademarks; and Company assets or its trademarks; and (l) Approve transactions such as a merger with another (l) Approve transactions such as a merger with another company, a share-for-share merger, or a consolidation or company, a share-for-share merger, or a consolidation or spin-off transaction, or a transformation of corporate spin-off transaction, or a transformation of corporate type, or the dissolution of the Company, for this purpose type, or the dissolution of the Company, for this purpose giving regard to any legally prescribed quorum to giving regard to any legally prescribed quorum to resolve, except where the CVM may have authorized a resolve, except where the CVM may have authorized a lower quorum, such as foreseen under paragraph 2 of lower quorum, such as foreseen under paragraph 2 of article 136 of Brazilian Corporate Law*. article 136 of Brazilian Corporate Law*. 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 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 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 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
Minor language adjustments.
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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. 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 shareholders legally prescribed rights to monitor corporate management and request information from management. 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. 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 shareholders legally prescribed rights to monitor corporate management and request information from management.
Paragraph 3. The suspension of rights shall cease as soon as Paragraph 3. The suspension of rights shall cease as soon as the shareholder resumes compliance and fulfills the the shareholder resumes compliance and fulfills the obligation. obligation. Article 19. Where a shareholder has or represents interests Article 19. Where a shareholder has or represents interests that conflict with the interest of the Company in any matter that conflict with the interest of the Company in any matter submitted for consideration at a shareholders meeting, such submitted for consideration at a shareholders meeting, such
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shareholder shall be required to abstain from interfering in shareholder shall be required to abstain from interfering in the deliberations and voting the relevant motion. Under 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. 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 MANAGEMENT
CHAPTER IV 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 Article 20. The management of the Company is comprised by the Board of Directors and the Executive Management by the Board of Directors and the Executive Management Board. Board. Sole paragraph. The roles of Board Chair and Chief Sole paragraph. The roles of Board Chair and Chief Executive Officer are separate, and no person may Executive Officer are separate, and no person may accumulate the two functions. 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.
Adjustment for consistency with the new
Sole paragraph. The directors and officers of the Company Sole paragraph. The directors and officers of the Company must also adhere to the Manual for the Disclosure and Use of must also adhere to the Disclosures and Securities Trading
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Information and Policy for Trading Securities adopted by the Policy ManualsManual for the Disclosure and Use of Company, for which purpose they will sign the relevant Information and Policy for Trading Securities Issued by the instrument of adherence. Company adopted by the Company, for which purpose they will sign the relevant instrument of adherence. Section II Board of Directors 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. Section II Board of Directors 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.
name of the policy manuals approved at a Board meeting held on December 11, 2012.
Paragraph 1. The Directors shall not hold positions in the Paragraph 1. The Directors shall not hold positions in the Executive Management Boards of either the Company or its Executive Management Boards of either the Company or its subsidiaries. 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 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 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 4. Unless upon a waiver pronounced at a Paragraph 4. Unless upon a waiver pronounced at a Shareholders Meeting, the eligibility requirements for Shareholders Meeting, the eligibility requirements for candidate directors shall include those that are set forth candidate directors shall include those that are set forth
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below, in addition to the requirements set forth under below, in addition to the requirements set forth under applicable Law and regulations. applicable Law and regulations. (a) being over 25 years old; (a) being over 25 years old;
(b) having an upstanding reputation, and proficient (b) having an upstanding reputation, and proficient knowledge of the functions, operations and practices of knowledge of the functions, operations and practices of the capital markets operated by the Company and/or its the capital markets operated by the Company and/or its subsidiaries; subsidiaries; (c) not having a spouse, domestic partner or relative to the (c) not having a spouse, domestic partner or relative to the second degree serving as director or officer of, or second degree serving as director or officer of, or employed with, the Company or any of its subsidiaries; employed with, the Company or any of its subsidiaries; and and (d) not holding a position in any company deemed to be a (d) not holding a position in any company deemed to be a competitor of the Company or its subsidiaries, and competitor of the Company or its subsidiaries, and neither having, nor representing any party that has, a neither having, nor representing any party that has, a conflict of interest with the Company or its subsidiaries. conflict of interest with the Company or its subsidiaries. A conflict of interest is presumed to exist relative to any A conflict of interest is presumed to exist relative to any person that, cumulatively: (i) has been elected by a person that, cumulatively: (i) has been elected by a shareholder that has also elected a director in a shareholder that has also elected a director in a competitor company; and (ii) has ties arising from a competitor company; and (ii) has ties arising from a subordinate relationship with the shareholder voting subordinate relationship with the shareholder voting for his or her election. 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
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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 Paragraph 6. A majority of the Directors of the Company shall be Independent Directors, herein defined as persons shall be Independent Directors, herein defined as persons that meet the following requirements: that meet the following requirements: (a) all of the independence standards established in the Novo (a) all of the independence standards established in the Novo Mercado Listing Rules and in CVM Ruling No. 461/07, Mercado Listing Rules and in CVM Ruling No. 461/07, cumulatively; and cumulatively; and (b) not holding, and not having ties with any shareholder (b) not holding, and not having ties with any shareholder that holds, whether directly or indirectly, ownership that holds, whether directly or indirectly, ownership interest in 5% or more of the issued and outstanding interest in 5% or more of the issued and outstanding shares of stock, or voting stock of the Company. 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 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 Companys markets, or having ties with the same entity, conglomerate or economic group. 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 Companys 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
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with a party is defined as: with a party is defined as:
(a) an employment relationship, or one arising from any (a) an employment relationship, or one arising from any agreement for provision of professional services on a agreement for provision of professional services on a continuing basis or from participation in any continuing basis or from participation in any management or advisory or deliberative body or fiscal management or advisory or deliberative body or fiscal council of an entity; council of an entity; (b) any direct or indirect ownership interest in excess of 10% (b) any direct or indirect ownership interest in excess of 10% of the issued and outstanding shares of stock or voting of the issued and outstanding shares of stock or voting stock of the Company; or stock of the Company; or (c) a relationship established through a spouse, domestic (c) a relationship established through a spouse, domestic partner or relative to the second degree. 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. Subsection II Election 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
Article 23. Without prejudice to the provision of Article 24, a Article 23. Without prejudice to the provision of Article 24, a slate system shall be adopted in elections of the members of slate system shall be adopted in elections of the members of the Board of Directors. 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.
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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 Companys 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 Companys 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 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 Companys 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 Companys 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
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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 Paragraph 5. A single person may be nominated in two or more slates, including the one proposed by the Board of more slates, including the one proposed by the Board of Directors. 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 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. Paragraph 1. Promptly upon receiving the request, the Company shall release notice thereof in the Companys 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 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. 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 Companys 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.
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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 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 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 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 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 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,
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elections shall be held to elect the entire Board of Directors in elections shall be held to elect the entire Board of Directors in the next shareholders meeting taking place after the event. . 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. 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 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. 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. Subsection III Meetings and Substitutions 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 Paragraph 1. The Chairman or the Vice Chairman, if the former is absent, shall issue call notices of meetings of the former is absent, shall issue call notices of meetings of the Board of Directors. Board of Directors.
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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 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 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 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 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 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
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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. 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 8. The Chief Executive Officer, or his or her Paragraph 8. The Chief Executive Officer, or his or her substitute, shall take part in the meetings of the Board of substitute, shall take part in the meetings of the Board of Directors, but shall withdraw on request of the directors. 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 Sole paragraph. In the event of vacancy in the position of Board Chairman, the Vice Chairman shall fill in the position Board Chairman, the Vice Chairman shall fill in the position until such time as a new Chairman is elected. 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
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having his or her own vote, shall present the vote of the having his or her own vote, shall present the vote of the absent or temporarily impeded Director. 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 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. 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.
Paragraph 3. In the event of absence or temporary inability of Paragraph 3. In the event of absence or temporary inability of the Vice Chairman, the Chairman shall appoint a the Vice Chairman, the Chairman shall appoint a replacement from among the other Directors. replacement from among the other Directors. Subsection IV Duties Subsection IV Duties
Article 29. The responsibilities of the Board of Directors Article 29. The responsibilities of the Board of Directors include the following: include the following: (a) determining the general business guidelines of the (a) determining the general business guidelines of the Company and its subsidiaries; including the approval Company and its subsidiaries; including the approval the annual budget and budget revisions of the Company the annual budget and budget revisions of the Company and its subsidiaries; and setting strategic plans and and its subsidiaries; and setting strategic plans and targets for future periods, overseeing execution; targets for future periods, overseeing execution; (b) electing and removing the Executive Officers of the (b) electing and removing the Executive Officers of the Company and approving the Executive Management Company and approving the Executive Management Internal Regulation, whereas giving regard to the Internal Regulation, whereas giving regard to the provisions of these Bylaws; provisions of these Bylaws; (c) overseeing management of the Officers; examining the (c) overseeing management of the Officers; examining the
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books and records of the Company at any time, requesting information on previous or impending transactions and any other management acts; (d) deciding on Meetings; the convening of the books and records of the Company at any time, requesting information on previous or impending transactions and any other management acts; the convening of the Shareholders
Shareholders (d) deciding on Meetings;
(e) submitting the Management Report and accounts, and (e) submitting the Management Report and accounts, and the annual financial statements to the Shareholders the annual financial statements to the Shareholders Meeting, along with its recommendations; Meeting, along with its recommendations; (f) presenting to the Shareholders Meeting the proposal on (f) presenting to the Shareholders Meeting the proposal on allocation of the net income for the year; allocation of the net income for the year; (g) granting prior authorization for the execution of (g) granting prior authorization for the execution of agreements of any kind, as well as settlements or waivers agreements of any kind, as well as settlements or waivers of rights, which in any event imply liabilities for the of rights, which in any event imply liabilities for the Company at amounts in excess of the Reference Amount, Company at amounts in excess of the Reference Amount, as defined in the sole paragraph of this Article, to the as defined in the sole paragraph of this Article, to the extent they have not been contemplated in the annual extent they have not been contemplated in the annual budget, except however for the agreements set forth in budget, except however for the agreements set forth in item (e) of Article 38 of these Bylaws; item (e) of Article 38 of these Bylaws; (h) granting prior authorization for investments of a single (h) granting prior authorization for investments of a single nature not contemplated in the annual budget and nature not contemplated in the annual budget and whose aggregate amount exceeds the Reference Amount; whose aggregate amount exceeds the Reference Amount; (i) granting prior authorization for any loan, financing, (i) granting prior authorization for any loan, financing, bond issuance, or cancellation of simple, non-convertible bond issuance, or cancellation of simple, non-convertible debentures not secured by collateral, or for the giving of debentures not secured by collateral, or for the giving of collateral or personal guarantees by the Company on collateral or personal guarantees by the Company on behalf of its subsidiaries, where the amount involved is behalf of its subsidiaries, where the amount involved is in excess of the Reference Amount and the transaction in excess of the Reference Amount and the transaction has not been contemplated in the annual budget; has not been contemplated in the annual budget;
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(j) authorizing the Executive Management Board to acquire, (j) authorizing the Executive Management Board to acquire, or dispose of, or give collateral or create liens of any kind or dispose of, or give collateral or create liens of any kind on permanent assets of the Company, where the amount on permanent assets of the Company, where the amount involved implies liability in excess of the Reference involved implies liability in excess of the Reference Amount and the transaction has not been contemplated Amount and the transaction has not been contemplated in the annual budget; in the annual budget; (k) granting prior authorization for the Company or a (k) granting prior authorization for the Company or a subsidiary to enter into partnership or shareholders subsidiary to enter into partnership or shareholders agreements involving the Company or its subsidiaries; agreements involving the Company or its subsidiaries; (l) deciding on the voting instructions where the Company (l) deciding on the voting instructions where the Company is to attend shareholders meetings of companies in is to attend shareholders meetings of companies in which it holds ownership interest, and granting prior which it holds ownership interest, and granting prior consent for approval of amendments to the articles of consent for approval of amendments to the articles of association or bylaws of any investees, where the interest association or bylaws of any investees, where the interest value is in excess of the Reference Amount, due regard value is in excess of the Reference Amount, due regard being given to the provision under item 0 of Article 16; being given to the provision under item 0 of Article 16; (m) appointing the Executive Officers of the subsidiaries, (m) appointing the Executive Officers of the subsidiaries, provided that, unless otherwise decided by 75% of the provided that, unless otherwise decided by 75% of the Directors, the appointment of the lead executives will Directors, the appointment of the lead executives will coincide with that of the Chief Executive Officer; coincide with that of the Chief Executive Officer; (n) deciding on proposals for the Company to repurchases (n) deciding on proposals for the Company to repurchases of its own shares whether for the shares to be kept as of its own shares whether for the shares to be kept as treasury stock or for cancellation or subsequent reissue; treasury stock or for cancellation or subsequent reissue; (o) having due regard for the corporate purposes stated in (o) having due regard for the corporate purposes stated in Article 3, deciding on acquisitions of ownership interest Article 3, deciding on acquisitions of ownership interest in other companies, and membership in philanthropic in other companies, and membership in philanthropic associations and organizations, where the amount associations and organizations, where the amount involved is in excess of the Reference Amount and involved is in excess of the Reference Amount and except for interest acquired within the scope of the except for interest acquired within the scope of the
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Companys policy on financial investments; Companys policy on financial investments;
(p) granting authorization, regardless of the amount (p) granting authorization, regardless of the amount involved, for the Company to guarantee third-party involved, for the Company to guarantee third-party obligations under transactions unrelated to the Company obligations under transactions unrelated to the Company business or not arising from its operations, in particular business or not arising from its operations, in particular in connection with its role as central counterparty in connection with its role as central counterparty clearing (and whether involving the Company or a clearing (and whether involving the Company or a subsidiary); subsidiary); (q) defining the three nominations list of selected specialized (q) defining the three nominations list of selected specialized firms, proposed for a valuation of the Company shares firms, proposed for a valuation of the Company shares and preparation of the valuation report, in the event a and preparation of the valuation report, in the event a tender offer is to be conducted in a going private process tender offer is to be conducted in a going private process (and cancellation of the public company registration) or (and cancellation of the public company registration) or for the Company to delist from the Novo Mercado, as for the Company to delist from the Novo Mercado, as provided in paragraph 2 of Article 63 of these Bylaws; provided in paragraph 2 of Article 63 of these Bylaws; (r) approving the hiring of a registrar to provide securities (r) approving the hiring of a registrar to provide securities bookkeeping services; bookkeeping services; (s) deciding on distributions (for payment or crediting to (s) deciding on distributions (for payment or crediting to shareholders) of interest on shareholders equity, shareholders) of interest on shareholders equity, pursuant to applicable legislation; pursuant to applicable legislation; (t) appointing and removing the independent auditors, (t) appointing and removing the independent auditors, while giving regard to item (a) of Article 47, while giving regard to item (a) of Article 47, (u) appointing the members of standing Advisory (u) appointing the members of standing Advisory Committees from among the Directors, and the members Committees from among the Directors, and the members of other committees or temporary working groups of other committees or temporary working groups established by the Board of Directors; and established by the Board of Directors; and
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(v) within fifteen (15) days after the announcement of any (v) within fifteen (15) days after the announcement of any tender offer initiated for shares issued by the Company, tender offer initiated for shares issued by the Company, expressing its support of, or opposition to, the offer in a expressing its support of, or opposition to, the offer in a reasoned opinion to be released to the market, which reasoned opinion to be released to the market, which must advise the shareholders at least with regard to (i) must advise the shareholders at least with regard to (i) the timing and convenience of the bid vis--vis the the timing and convenience of the bid vis--vis the shareholders interests and the liquidity of their shares; shareholders interests and the liquidity of their shares; (ii) the offer impact on the business interests of the (iii) the offer impact on the business interests of the Company; (iii) the bidders announced strategic plans Company; (iii) the bidders announced strategic plans for the Company; and (iv) any other points of for the Company; and (iv) any other points of consideration the Board may deem relevant, in addition consideration the Board may deem relevant, in addition to providing the information required under applicable to providing the information required under applicable CVM rules. 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. Article 30. The Board of Directors shall also have powers to: 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:
(a) approve the Market Access Regulations, as well as rules (a) approve the Market Access Regulations, as well as rules governing admission, suspension and exclusion of Access governing admission, suspension and exclusion of Access Permit holders, in addition other regulatory rules, Permit holders, in addition other regulatory rules, operating rules or clearing/settlement rules designed to operating rules or clearing/settlement rules designed to regulate and define transactions in debt or equity regulate and define transactions in debt or equity securities, bonds and derivatives contracts admitted for securities, bonds and derivatives contracts admitted for trading and/or registration, as carried out in any of the trading and/or registration, as carried out in any of the trading, registration, clearing and settlement systems trading, registration, clearing and settlement systems operated by the Company and its subsidiaries; operated by the Company and its subsidiaries; (b) approve rules related to issuer registration and listing, (b) approve rules related to issuer registration and listing, admission for trading, suspension and delisting of debt admission for trading, suspension and delisting of debt or equity securities, bonds and derivatives contracts, as or equity securities, bonds and derivatives contracts, as
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applicable; applicable;
(c) approve operating rules and regulations applicable (c) approve operating rules and regulations applicable within the scope of any clearing house and the within the scope of any clearing house and the registration systems, and clearing and settlement systems registration systems, and clearing and settlement systems operated by the Company and its subsidiaries; operated by the Company and its subsidiaries; (d) approve the Code of Ethics applicable to Participants (d) approve the Code of Ethics applicable to Participants with access to markets operated by the Company, which with access to markets operated by the Company, which code will provide rules of ethical conduct necessary to code will provide rules of ethical conduct necessary to ensure proper market functioning and high standards of ensure proper market functioning and high standards of business conduct , in addition to approving rules to business conduct , in addition to approving rules to regulate the operation and composition of the Ethics regulate the operation and composition of the Ethics Committee, and electing the Committee members; Committee, and electing the Committee members; (e) establish the penalties that may apply to breaches of the (e) establish the penalties that may apply to breaches of the rules approved by the Board of Directors; rules approved by the Board of Directors; (f) decide on the granting of the Access Permits, this (f) decide on the granting of the Access Permits, this decision being subject, within thirty (30) days, to a decision being subject, within thirty (30) days, to a request for review to the Shareholders Meeting, which request for review to the Shareholders Meeting, which must provide a definitive decision on the subject, must provide a definitive decision on the subject, observing the provisions in the law in effect; observing the provisions in the law in effect; (g) decide concerning the suspension and the cancellation of (g) decide concerning the suspension and the cancellation of the Access Permits, as well as to analyze the cases where the Access Permits, as well as to analyze the cases where there is a change in the control and recommendations of there is a change in the control and recommendations of new administrators of companies that are holders of new administrators of companies that are holders of Access Permits; Access Permits; (h) order the full or partial recess of the markets (h) order the full or partial recess of the markets administered by the Company and by its subsidiaries, administered by the Company and by its subsidiaries, where a gross emergency situation has been recognized where a gross emergency situation has been recognized that may affect the normal functioning of market that may affect the normal functioning of market
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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 (i) approve the annual report on operational risk controls and the business continuity plan of the Company and of and the business continuity plan of the Company and of its subsidiaries; its subsidiaries; (j) decide concerning the creation, allocation and (j) decide concerning the creation, allocation and maintenance of funds and the other safeguarding maintenance of funds and the other safeguarding mechanisms, for the operations performed in the systems mechanisms, for the operations performed in the systems and markets administered by the Company and its and markets administered by the Company and its subsidiaries, regulating the situations and procedures for subsidiaries, regulating the situations and procedures for their use. 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. 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 Companys subsidiaries. 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 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 Companys subsidiaries.
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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. 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 Companys 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. 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 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. 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 Companys 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. 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
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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 Paragraph 2. The Chief Executive Officer may suspend from office any executive officer pending a decision of the Board office any executive officer pending a decision of the Board of Directors on his or her removal from office. of Directors on his or her removal from office. Article 35. The Chief Executive Officer has the following Article 35. The Chief Executive Officer has the following powers, additionally to the other attributions established in powers, additionally to the other attributions established in these Bylaws: these Bylaws: (a) convene and chair the meetings of the Executive (a) convene and chair the meetings of the Executive Management Board; Management Board; (b) propose to the Board of Directors the rules and (b) propose to the Board of Directors the rules and composition of the Executive Management Board; composition of the Executive Management Board; (c) guide and coordinate the activities of the remaining (c) guide and coordinate the activities of the remaining Officers; Officers; (d) undertake the general planning of the Company and of (d) undertake the general planning of the Company and of its subsidiaries; its subsidiaries; (e) approve the organizational structure of the Company, (e) approve the organizational structure of the Company, contracting and controlling the executive staff, the contracting and controlling the executive staff, the technicians, auxiliaries and consultants it believes are technicians, auxiliaries and consultants it believes are convenient or necessary, defining positions, functions convenient or necessary, defining positions, functions and compensation and setting their duties and powers, and compensation and setting their duties and powers, observing the directives imposed by the budget observing the directives imposed by the budget approved by the Board of Directors; approved by the Board of Directors; (f) establish the Market Risk Technical Committee, and (f) establish the Market Risk Technical Committee, and regulate its operation, membership, roles and regulate its operation, membership, roles and responsibilities, setting member compensation, as responsibilities, setting member compensation, as applicable and with due regard for the standards applicable and with due regard for the standards
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established by the Compensation Committee; established by the Compensation Committee;
(g) create other Technical Committees, Consulting or (g) create other Technical Committees, Consulting or Operating Committees, Technical Commissions for the Operating Committees, Technical Commissions for the Customization, Classification and Arbitration, Customization, Classification and Arbitration, workgroups and advisory bodies, defining their workgroups and advisory bodies, defining their composition, roles and responsibilities; composition, roles and responsibilities; (h) determine prices, charges, compensation, commissions (h) determine prices, charges, compensation, commissions and contributions and any other costs to be charged to and contributions and any other costs to be charged to holders of Access Permits and to third parties, for the holders of Access Permits and to third parties, for the services arising from the compliance of the functional, services arising from the compliance of the functional, operating, regulatory, supervision and classifying operating, regulatory, supervision and classifying services of the Company, ensuring their broad disclosure services of the Company, ensuring their broad disclosure to interested parties; to interested parties; (i) propose to the Board of Directors the regulatory, (i) propose to the Board of Directors the regulatory, operating and clearing rules that shall govern and define operating and clearing rules that shall govern and define the operations performed with the securities and the operations performed with the securities and contracts admitted for trading in the systems contracts admitted for trading in the systems administered by the Company or by its subsidiaries administered by the Company or by its subsidiaries and/or listed in any of their respective trading, and/or listed in any of their respective trading, registration, clearing and settlement systems; registration, clearing and settlement systems; (j) determine the securities, certificates and contracts that (j) determine the securities, certificates and contracts that shall be admitted for trading, registration, clearing and shall be admitted for trading, registration, clearing and settlement in the environment and systems administered settlement in the environment and systems administered by the Company, as well as to determine the suspension by the Company, as well as to determine the suspension or cancellation of the trading, registration, clearing and or cancellation of the trading, registration, clearing and settlement of these securities and contracts; settlement of these securities and contracts; (k) supervise in real-time and inspect the transactions traded (k) supervise in real-time and inspect the transactions traded and/or registered in any of the trading, registration, and/or registered in any of the trading, registration, clearing and settlement systems under the Companys clearing and settlement systems under the Companys
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surveillance; surveillance;
(l) take measures and adopt procedures to prevent the (l) take measures and adopt procedures to prevent the realization of operations that may constitute breaches of realization of operations that may constitute breaches of legal and regulatory rules, compliance with which is a legal and regulatory rules, compliance with which is a duty of the Company to oversee; duty of the Company to oversee; (m) in cases of gross emergencies, to declare the total or (m) in cases of gross emergencies, to declare the total or partial recess of the markets under the Company and its partial recess of the markets under the Company and its subsidiaries surveillance, immediately communicating subsidiaries surveillance, immediately communicating the decision to the Board of Directors and the CVM; the decision to the Board of Directors and the CVM; (n) to cautiously order the suspension, for the maximum (n) to cautiously order the suspension, for the maximum period of 90 days, of the activities of holders of Access period of 90 days, of the activities of holders of Access Permits, in cases provided in the Access Regulation or Permits, in cases provided in the Access Regulation or the remaining rules passed by the Board of Directors, or, the remaining rules passed by the Board of Directors, or, also, where there is an apparent breach of the Code of also, where there is an apparent breach of the Code of Ethics, immediately communicating the suspension to the Ethics, immediately communicating the suspension to the CVM and the Brazilian Central Bank; CVM and the Brazilian Central Bank; (o) prevent the performance of the operations in negotiation, (o) prevent the performance of the operations in negotiation, registration, clearing and settlement systems of the registration, clearing and settlement systems of the Company, when there is evidence that these may Company, when there is evidence that these may constitute breaches of the legal and regulatory rules with constitute breaches of the legal and regulatory rules with which compliance is a duty of the Company to oversee; which compliance is a duty of the Company to oversee; (p) cancel trades and/or registration of any of the (p) cancel trades and/or registration of any of the negotiation, registration, clearance or settlement of any negotiation, registration, clearance or settlement of any transactions undertaken at the environment and systems transactions undertaken at the environment and systems of the Company, even if they are not yet liquidated, as of the Company, even if they are not yet liquidated, as well as suspend their liquidation, in case of infraction to well as suspend their liquidation, in case of infraction to the legal and regulatory rules overseen by the Company; the legal and regulatory rules overseen by the Company; (q) determine special procedures for any operations (q) determine special procedures for any operations
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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 (r) immediately inform the CVM of the occurrence of events that affect, even if only temporarily, the operation of the that affect, even if only temporarily, the operation of the markets under the Companys surveillance, and markets under the Companys surveillance, and (s) send to the CVM, within the deadline and in the manner (s) send to the CVM, within the deadline and in the manner specified by it, the information and the reports relating to specified by it, the information and the reports relating to the operations performed and/or registered in any of the the operations performed and/or registered in any of the negotiation, registration, compensation and liquidation negotiation, registration, compensation and liquidation systems of the Company. 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 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 Companys 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 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 3. The Market Risk Technical Committee referred to in item (f) of this Article shall be comprised by Executive Officers and other Companys 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;
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(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 Companys 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 Companys securities will be negotiated, as well as to maintain the registration of the Company in compliance with applicable CVM rules. (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, f or 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 Companys 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 Companys 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 Article 38. The responsibilities of the Executive Management Board include the following: Board include the following: (a) authorize the opening or closing and moving of (a) authorize the opening or closing and moving of
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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 (b) submit annually, for the consideration of the Board of Directors, the Management Report and the financial Directors, the Management Report and the financial statements, accompanied by the independent auditors statements, accompanied by the independent auditors report, as well as the proposal on allocation of net report, as well as the proposal on allocation of net income for the year; income for the year; (c) prepare and propose to the Board of Directors the (c) prepare and propose to the Board of Directors the annual budget, multi-year budgets, strategic plans, annual budget, multi-year budgets, strategic plans, expansion plans and investment programs; expansion plans and investment programs; (d) grant prior authorization for the Company or any (d) grant prior authorization for the Company or any subsidiary to acquire or dispose of movable assets or subsidiary to acquire or dispose of movable assets or real property assets, to establish possessory lien or nonreal property assets, to establish possessory lien or nonpossessory lien or other encumbrances on these assets, possessory lien or other encumbrances on these assets, or to take out a loan, or agree a financing arrangement, or to take out a loan, or agree a financing arrangement, or give security interest or personal guarantees, for an or give security interest or personal guarantees, for an amount representing liability below the Reference amount representing liability below the Reference Amount provided in the sole paragraph of Article 29; Amount provided in the sole paragraph of Article 29; and and (e) authorize the Company to enter into and/or renew (e) authorize the Company to enter into and/or renew liquidity facility transactions, whether or not liquidity facility transactions, whether or not collateralized, and/or asset monetization schemes with collateralized, and/or asset monetization schemes with the aim of ensuring timely compliance with obligations the aim of ensuring timely compliance with obligations of the Company related to its activities as central of the Company related to its activities as central counterparty clearing, regardless of the amount involved counterparty clearing, regardless of the amount involved in the transaction; and in the transaction; and
(f) on request of the Chief Executive Officer, decide on any (f) on request of the Chief Executive Officer, decide on any matters not included within the scope of exclusive matters not included within the scope of exclusive authority of the Shareholders Meeting or the Board of authority of the Shareholders Meeting or the Board of
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Directors. 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 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 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. Directors. 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 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 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
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Chief Executive Officer and the other Officers, the Officers Chief Executive Officer and the other Officers, the Officers responsible for the respective areas must be present for responsible for the respective areas must be present for decisions: decisions: (a) Declaration of breach by a participant of any of the (a) Declaration of breach by a participant of any of the Clearing Houses, specifying the relevant measures taken Clearing Houses, specifying the relevant measures taken in accordance with applicable regulations; in accordance with applicable regulations; (b) Establishment of operating, credit and risk limits for (b) Establishment of operating, credit and risk limits for Clearing Houses direct or indirect participants, acting Clearing Houses direct or indirect participants, acting individually or as a group, each subject to the specific individually or as a group, each subject to the specific procedures; procedures; (c) Definition of the clearing houses ordinary procedures, as (c) Definition of the clearing houses ordinary procedures, as well as the procedure for the implementation of trade well as the procedure for the implementation of trade systems and guarantee and risk systems by them; and systems and guarantee and risk systems by them; and (d) Remittance of orders regarding the partial or full (d) Remittance of orders regarding the partial or full settlement of opened positions in one or more markets settlement of opened positions in one or more markets held by holders of Access Permits or their clients. 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 Article 43. Except as otherwise provided in the paragraphs of this Article, the Company shall be represented and shall only this Article, the Company shall be represented and shall only be deemed bound by an act or signature: 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 (b) of any Officer jointly with an attorney-in-fact with specific powers; or specific powers; or (c) two attorneys-in-fact with specific powers. (c) two attorneys-in-fact with specific powers.
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Paragraph 1. No acts for which these Bylaws require prior Paragraph 1. No acts for which these Bylaws require prior authorization from the Board of Directors shall be valid authorization from the Board of Directors shall be valid without this approval. without this approval. Paragraph 2. The Company may be represented by a single Paragraph 2. The Company may be represented by a single Officer or attorney-in-fact holding specific powers to: Officer or attorney-in-fact holding specific powers to: (a) represent the Company in routine activities performed (a) represent the Company in routine activities performed outside the Companys principal place of business; outside the Companys principal place of business; (b) represent the Company at Shareholders Meetings and (b) represent the Company at Shareholders Meetings and meetings of the partners at companies in which the meetings of the partners at companies in which the Company holds an interest; Company holds an interest; (c) represent the Company in court, except for acts that (c) represent the Company in court, except for acts that entail waiving rights; or entail waiving rights; or (d) represent the Company in simple administrative (d) represent the Company in simple administrative routines, including those related to public agencies, routines, including those related to public agencies, mixed-capital companies, boards of trade, labor courts, mixed-capital companies, boards of trade, labor courts, the National Social Security Institute (Instituto Nacional do the National Social Security Institute (Instituto Nacional do Seguro Social), or INSS, the Employees Time in Service Seguro Social), or INSS, the Employees Time in Service Guarantee Fund (Fundo de Garantia do Tempo de Servio), Guarantee Fund (Fundo de Garantia do Tempo de Servio), or FGTS, and banks receiving such payments and other or FGTS, and banks receiving such payments and other activities of a similar nature. 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 Article 44. Powers of attorney shall always be granted or revoked by two Officers, including the Chief Executive revoked by two Officers, including the Chief Executive
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Officer, establishing the powers of the attorney-in-fact and, Officer, establishing the powers of the attorney-in-fact and, except powers of attorney issued for judicial purposes, these except powers of attorney issued for judicial purposes, these powers shall always be granted for a limited period. 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 Article 45. The Company shall have the following mandatory committees to advise the Board of Directors: 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 Paragraph 1. The Committees shall likewise perform their functions with regard to companies in which the Company functions with regard to companies in which the Company has an interest. 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 Paragraph 3. The Board of Directors shall also regulate the operation and establish the compensation of the committee operation and establish the compensation of the committee members. members. Subsection I - Audit Committee Subsection I - Audit Committee
Article 46. The Audit Committee is established as a standing Article 46. The Audit Committee is established as a standing board advisory committee composed of five independent board advisory committee composed of five independent members. No more than two audit committee members shall members. No more than two audit committee members shall
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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. 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 2. The External Members of the Audit Committee Paragraph 2. The External Members of the Audit Committee shall meet the following requirements: shall meet the following requirements: (a) being knowledgeable or well experienced in auditing, (a) being knowledgeable or well experienced in auditing, compliance and controls, accounting and taxation and compliance and controls, accounting and taxation and other related matters; other related matters; (b) holding no position in the Board of Directors or (b) holding no position in the Board of Directors or Executive Management Board of the Company or its Executive Management Board of the Company or its subsidiaries; subsidiaries; (c) holding no interest in Company shares, including no (c) holding no interest in Company shares, including no interest held by a spouse or domestic partner; interest held by a spouse or domestic partner; (d) holding no controlling or minority interest in, and not (d) holding no controlling or minority interest in, and not acting as, management member or employee of, a acting as, management member or employee of, a shareholder of the Company or its subsidiaries; shareholder of the Company or its subsidiaries; (e) in the 12-month period preceding their appointment, not (e) in the 12-month period preceding their appointment, not having had ties with: (i) the Company, its subsidiaries or, having had ties with: (i) the Company, its subsidiaries or,
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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 (f) not holding at the time, and in the 5 year period preceding their appointment not having held, a position preceding their appointment not having held, a position as: (i) officer or employee of the Company, its as: (i) officer or employee of the Company, its subsidiaries and affiliates or, as the case may be, its direct subsidiaries and affiliates or, as the case may be, its direct or indirect controlling shareholders or companies under or indirect controlling shareholders or companies under common (direct or indirect) control; or (ii) member and common (direct or indirect) control; or (ii) member and lead auditor of the audit team in charge of auditing the lead auditor of the audit team in charge of auditing the financial information of the Company; financial information of the Company; (g) not being a spouse, or lineal or collateral blood relative to (g) not being a spouse, or lineal or collateral blood relative to the third degree, or relative by affinity to the second the third degree, or relative by affinity to the second degree, of any of the persons alluded to in item (f) above; degree, of any of the persons alluded to in item (f) above; and and (h) fulfill the requirements set forth in paragraphs 4 and 5 of (h) fulfill the requirements set forth in paragraphs 4 and 5 of Article 22 of these Bylaws and those of article 147 of Article 22 of these Bylaws and those of article 147 of Brazilian Corporate Law*. Brazilian Corporate Law*. Paragraph 3. While in office, committee members may be Paragraph 3. While in office, committee members may be replaced in the following circumstances: 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
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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 (c) pursuant to a well-founded decision of the Board of Directors passed with the affirmative vote of at least five Directors passed with the affirmative vote of at least five (5) Directors, a majority of whom must fulfill the (5) Directors, a majority of whom must fulfill the requirements in paragraph 6 of Article 22. 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 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: 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. 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 (a) making recommendations to the Board of Directors regarding the retention or replacement of the regarding the retention or replacement of the independent auditors of the Company, and advising the independent auditors of the Company, and advising the Board on retaining the independent auditing firm to Board on retaining the independent auditing firm to perform non-audit services; perform non-audit services; (b) supervising the activities of the independent auditors to (b) supervising the activities of the independent auditors to evaluate (i) their objectiveness (independence standard); evaluate (i) their objectiveness (independence standard); (ii) the quality of their services; and (iii) their suitability (ii) the quality of their services; and (iii) their suitability vis--vis the Companys requirements; vis--vis the Companys requirements;
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(c) supervising the work of the internal auditors of the (c) supervising the work of the internal auditors of the Company and its subsidiaries, monitoring the Company and its subsidiaries, monitoring the effectiveness and adequacy of the internal audit effectiveness and adequacy of the internal audit structure, and the quality and integrity of internal and structure, and the quality and integrity of internal and independent audit processes, in addition to independent audit processes, in addition to recommending improvements, as may be necessary; recommending improvements, as may be necessary; (d) supervising the financial reporting activities of the (d) supervising the financial reporting activities of the Company and the subsidiaries; Company and the subsidiaries; (e) supervising the internal controls activities of the (e) supervising the internal controls activities of the Company and the subsidiaries; Company and the subsidiaries; (f) monitoring the quality and integrity of the quarterly (f) monitoring the quality and integrity of the quarterly financial information, and of the annual and interim financial information, and of the annual and interim financial statements prepared by the Company and its financial statements prepared by the Company and its subsidiaries, making recommendations as may be subsidiaries, making recommendations as may be necessary; necessary; (g) monitoring the quality and integrity of the internal (g) monitoring the quality and integrity of the internal control mechanisms of the Company and the control mechanisms of the Company and the subsidiaries, making recommendations to improve subsidiaries, making recommendations to improve policies, practices and processes, as may be necessary; policies, practices and processes, as may be necessary; (h) evaluating the effectiveness and adequacy of risk control (h) evaluating the effectiveness and adequacy of risk control and risk management systems, including as related to and risk management systems, including as related to legal, tax and labor risks; legal, tax and labor risks; (i) advising the Board of Directors, prior to release, about (i) advising the Board of Directors, prior to release, about the annual internal audit report that assesses the internal the annual internal audit report that assesses the internal controls structure and corporate risk management controls structure and corporate risk management system of the Company; system of the Company;
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(j) on request of the Board of Directors, making (j) on request of the Board of Directors, making recommendations on management proposals to be put recommendations on management proposals to be put forward to the Shareholders Meeting regarding changes forward to the Shareholders Meeting regarding changes to the capital stock (share issues), issuance of debentures to the capital stock (share issues), issuance of debentures or warrants, the capital expenditure budgets, dividend or warrants, the capital expenditure budgets, dividend distributions, transformation of corporate type, or distributions, transformation of corporate type, or merger, consolidation or spin-off transactions; and merger, consolidation or spin-off transactions; and (k) monitoring the quality and integrity of data and (k) monitoring the quality and integrity of data and measurements released on the basis of adjusted financial measurements released on the basis of adjusted financial or other information, which add information or other information, which add information unanticipated in the customary financial reporting unanticipated in the customary financial reporting structure; structure; (l) monitoring and assessing risk exposures incurred by the (l) monitoring and assessing risk exposures incurred by the Company, for this purpose being permitted to request Company, for this purpose being permitted to request detailed information on policies and processes related to detailed information on policies and processes related to (i) management compensation; (ii) use of Company (i) management compensation; (ii) use of Company assets; and (iii) expenses incurred by the Company; assets; and (iii) expenses incurred by the Company; (m) working in cooperation with management and the (m) working in cooperation with management and the internal auditors to monitor and assess the internal audit internal auditors to monitor and assess the internal audit department of the Company, and the adequacy of department of the Company, and the adequacy of transactions with related parties carried out by the transactions with related parties carried out by the Company and the related documentation; Company and the related documentation; (n) advising the Board of Directors on matters the directors (n) advising the Board of Directors on matters the directors may refer to the committee and any other matter the may refer to the committee and any other matter the latter may consider of importance. 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
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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 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. 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 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.
Sole paragraph. In performing its functions, the Audit Sole paragraph. In performing its functions, the Audit
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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 Committees responsibilities. 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. 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 Committees responsibilities. 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.
Paragraph 1. The Compensation Committee shall be Paragraph 1. The Compensation Committee shall be responsible for: responsible for: (a) recommending to the Board of Directors, and revising (a) recommending to the Board of Directors, and revising annually, the standards and guidelines that shape the annually, the standards and guidelines that shape the policy, and the policy concerning compensation of the policy, and the policy concerning compensation of the Companys managers and of the Committee members Companys managers and of the Committee members and members of other board advisory groups and members of other board advisory groups (b) annually proposing to the Board of Directors the (b) annually proposing to the Board of Directors the compensation of directors and officers of the Company, compensation of directors and officers of the Company, for submission to the Shareholders Meeting; for submission to the Shareholders Meeting; (c) reviewing and submitting to the Board of Directors the (c) reviewing and submitting to the Board of Directors the goals and targets related to the Chief Executive Officer goals and targets related to the Chief Executive Officer compensation plan, as well as evaluating his or her compensation plan, as well as evaluating his or her performance; performance;
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(d) reviewing and submitting to the Board the Chief (d) reviewing and submitting to the Board the Chief Executive Officer proposal on the goals and targets Executive Officer proposal on the goals and targets concerning the senior executive compensation plans, and concerning the senior executive compensation plans, and assessing the evaluation process implemented by the assessing the evaluation process implemented by the Chief Executive Officer with respect to his or her Chief Executive Officer with respect to his or her subordinates, monitoring implementation of conclusions subordinates, monitoring implementation of conclusions and resulting actions; and resulting actions; (e) take action as may be necessary for the Company to (e) take action as may be necessary for the Company to timely plan and adequately prepare for the succession of timely plan and adequately prepare for the succession of its executives, in particular for the Chief Executive Officer its executives, in particular for the Chief Executive Officer and the principal senior executives; and and the principal senior executives; and (f) take action to ensure the Company adopts a (f) take action to ensure the Company adopts a competencies and leadership model which is in line with competencies and leadership model which is in line with its strategic plan, including with regard to talent its strategic plan, including with regard to talent attraction, retention and motivation. attraction, retention and motivation. Paragraph 2. The Chief Executive Officer will be invited to Paragraph 2. The Chief Executive Officer will be invited to participate in Compensation Committee meetings as often as participate in Compensation Committee meetings as often as may be necessary. may be necessary. Subsection III Nominations and Corporate Governance Committee Article 50. The Board of Directors shall establish a standing Nominations and Corporate Governance Committee, which shall comprise three members, at least two of them being independent members. Subsection III Nominations and Corporate Governance Committee Article 50. The Board of Directors shall establish a standing 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 Sole paragraph. With the main purpose of preserving the credibility and legitimacy of Company and its subsidiaries, credibility and legitimacy of Company and its subsidiaries, the Nominations and Corporate Governance Committee the Nominations and Corporate Governance Committee
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shall: shall:
(a) Identify, recruit and nominate potential board members (a) Identify, recruit and nominate potential board members for election by the Shareholders Meeting, due regard for election by the Shareholders Meeting, due regard being given to applicable legal requirements and being given to applicable legal requirements and requirements of these Bylaws; requirements of these Bylaws; (b) Identify, recruit and nominate potential Board Advisory (b) Identify, recruit and nominate potential Board Advisory Committee members for appointment by the Board of Committee members for appointment by the Board of Directors persons, due regard being given to applicable Directors persons, due regard being given to applicable legal requirements and requirements of these Bylaws; legal requirements and requirements of these Bylaws; (c) identify, recruit and nominate potential replacements to (c) identify, recruit and nominate potential replacements to fill in vacant Corporate Governance Committee seats, fill in vacant Corporate Governance Committee seats, whose term of office shall extend through to the date of whose term of office shall extend through to the date of the subsequent Shareholders Meeting; the subsequent Shareholders Meeting; (d) Make recommendations to the Board of Directors about (d) Make recommendations to the Board of Directors about membership and operations of the Board; membership and operations of the Board; (e) Make recommendations to the Board of Directors about (e) Make recommendations to the Board of Directors about advisory committee or work groups (commission) advisory committee or work groups (commission) membership, in addition to conducting periodic reviews membership, in addition to conducting periodic reviews of the competencies and qualifications required from of the competencies and qualifications required from Board members, including as to diversity of expertise Board members, including as to diversity of expertise and leadership style; and leadership style; (f) Support the Board Chair in organizing a formal and (f) Support the Board Chair in organizing a formal and periodic self-evaluation process both by the Chair and by periodic self-evaluation process both by the Chair and by the Board as a collective body; the Board as a collective body; (g) Support the Board of Directors in the process of (g) Support the Board of Directors in the process of recruiting and nominating the Chief Executive Officer, in recruiting and nominating the Chief Executive Officer, in addition to supporting the latter in recruiting and addition to supporting the latter in recruiting and
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nominating the other Executive Officers; nominating the other Executive Officers;
(h) Promote and monitor adoption of best recommended (h) Promote and monitor adoption of best recommended corporate governance practices, as well as monitoring corporate governance practices, as well as monitoring effectiveness of corporate governance processes, effectiveness of corporate governance processes, suggesting changes, updates and improvements, as suggesting changes, updates and improvements, as necessary; necessary; (i) Prepare or update, for approval by the Board of (i) Prepare or update, for approval by the Board of Directors, the Corporate Governance Guidelines and the Directors, the Corporate Governance Guidelines and the governance documents of the Company (Regulations, governance documents of the Company (Regulations, Codes and Policies); Codes and Policies); (j) Prepare, for approval by the Board of Directors, the (j) Prepare, for approval by the Board of Directors, the Code of Conduct of the Company, which shall apply to Code of Conduct of the Company, which shall apply to directors, executive officers, employees and other directors, executive officers, employees and other collaborators and providers of the Company and its collaborators and providers of the Company and its subsidiaries. The Code of Conduct shall be prepared subsidiaries. The Code of Conduct shall be prepared based on the following principles and Company values: based on the following principles and Company values: ethical conduct, equality of rights, respect for diversity ethical conduct, equality of rights, respect for diversity and accountability; and accountability; (k) Promote and monitor practices aimed at preserving (k) Promote and monitor practices aimed at preserving ethical and democratic values, while ensuring ethical and democratic values, while ensuring transparency, visibility and access to markets managed transparency, visibility and access to markets managed by the Company and its subsidiaries; by the Company and its subsidiaries; (l) Promote and monitor practices for dissemination (l) Promote and monitor practices for dissemination amongst all Company constituencies of the Company amongst all Company constituencies of the Company values and principles of protection of human rights, values and principles of protection of human rights, respect for diversity of gender, race and faith, while respect for diversity of gender, race and faith, while promoting citizenship and social inclusion rights; promoting citizenship and social inclusion rights; (m) Evaluate and make strategy recommendations that add (m) Evaluate and make strategy recommendations that add
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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 (n) Monitor business from the perspectives of sustainability and social responsibility, whereas supporting the Board and social responsibility, whereas supporting the Board in perfecting the Company vision in this regard. in perfecting the Company vision in this regard. Subsection IV Risk Committee Article 51. The Board of Directors shall establish a standing Risk Committee composed of at least four (4) members, all of them Directors, whether or not Independent. Subsection IV Risk Committee Article 51. The Board of Directors shall establish a standing 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 (a) assessing and monitoring exposure to risks intrinsic to the business activities of the Company, with particular the business activities of the Company, with particular focus on structural and strategic risk management; focus on structural and strategic risk management; (b) assessing and recommending the Companys risk (b) assessing and recommending the Companys risk management guidelines and strategies; and management guidelines and strategies; and (c) conducting periodic reassessments of the management strategies adopted by the Company. risk (c) conducting periodic reassessments of the management strategies adopted by the Company. risk
CHAPTER V FISCAL COUNCIL
CHAPTER V 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-
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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 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 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. 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 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 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 Paragraph 5. Members of the Fiscal Council shall receive compensation to be established by the Shareholders compensation to be established by the Shareholders Meeting, which, for each active member, shall be now lower Meeting, which, for each active member, shall be now lower
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than 10% of the average amount paid to each Officer, not than 10% of the average amount paid to each Officer, not including benefits, representation fees and profit-sharing. including benefits, representation fees and profit-sharing.
CHAPTER VI FISCAL YEAR, FINANCIAL STATEMENTS AND EARNINGS
CHAPTER VI FISCAL YEAR, FINANCIAL STATEMENTS AND EARNINGS
Article 53. The financial year shall coincide with the calendar Article 53. The financial year shall coincide with the calendar year. The financial statements required by law shall be year. The financial statements required by law shall be drawn up at the end of each financial year. 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 Brazilian Corporate Law*. 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 Brazilian Corporate Law*.
Paragraph 2. In addition to the financial statements for the Paragraph 2. In addition to the financial statements for the year, the Company shall also prepare semi-annual financial year, the Company shall also prepare semi-annual financial statements and produce monthly balance sheets. statements and produce monthly balance sheets. Article 54. Any accumulated losses and the income tax Article 54. Any accumulated losses and the income tax provision shall be deducted from the yearly profit before any provision shall be deducted from the yearly profit before any allocation to profit sharing payment can be made. 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.
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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. 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 2. The total allocations to bylaws reserves Paragraph 2. The total allocations to bylaws reserves contemplated in (ii) of the preceding paragraph shall not contemplated in (ii) of the preceding paragraph shall not exceed the capital stock amount. 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
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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 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 Companys 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 Companys financial condition so allows. 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 th e 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 Companys 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 Companys financial condition so allows.
Article 56. Upon resolution of the Board of Directors, the Article 56. Upon resolution of the Board of Directors, the Company may: Company may: (a) distribute dividends based on profits ascertained in the (a) distribute dividends based on profits ascertained in the semi-annual balance sheets; semi-annual balance sheets; (b) prepare balance sheets for periods of shorter than six (b) prepare balance sheets for periods of shorter than six months and distribute dividends based on the profits months and distribute dividends based on the profits ascertained therein, provided that total dividends paid ascertained therein, provided that total dividends paid
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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 (c) distribute intermediate dividends based on retained earnings account or existing profit reserves in the most earnings account or existing profit reserves in the most recent annual or semi-annual balance sheets; and recent annual or semi-annual balance sheets; and (d) credit or pay to the shareholders, by resolution of the (d) credit or pay to the shareholders, by resolution of the Board of Directors, interest on shareholders capital, Board of Directors, interest on shareholders capital, which shall be ascribed to the value of dividends to be which shall be ascribed to the value of dividends to be distributed by the Company, and shall be an integral distributed by the Company, and shall be an integral part thereof for all legal purposes. 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 SHAREHOLDERS INTEREST MONITORING
CHAPTER VII 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.
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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 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.
CHAPTER VIII DISPOSITION OF CONTROL; GOING PRIVATE PROCESS (CANCELLATION OF PUBLIC COMPANY REGISTRATION); DELISTING FROM NOVO MERCADO; PROTECTION OF WIDESPREAD OWNERSHIP
CHAPTER VIII DISPOSITION OF CONTROL; GOING PRIVATE PROCESS (CANCELLATION OF PUBLIC COMPANY REGISTRATION); DELISTING FROM NOVO MERCADO; PROTECTION OF WIDESPREAD OWNERSHIP
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
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 a tender
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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 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. 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 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
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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. 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 Mercado Listing Rules. 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 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. 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 Mercado Listing Rules. 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
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conduct a tender offer for all other shares at a bid price at least equal to the Economic Value per share, as determined pursuant to a valuation report prepared according to 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 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. conduct a tender offer for all other shares at a bid price at least equal to the Economic Value per share, as determined pursuant to a valuation report prepared according to 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 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 Paragraph 3. The costs of the valuation report shall be borne in full by the offeror. in full by the offeror. Article 64. Absent a Controlling Shareholder, if shareholders Article 64. Absent a Controlling Shareholder, if shareholders convening in a Shareholders Meeting approve a delisting convening in a Shareholders Meeting approve a delisting
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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 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. 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 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.
Paragraph 1. In the event contemplated in the main Paragraph 1. In the event contemplated in the main provision of this Article, the Controlling Shareholder (if any) provision of this Article, the Controlling Shareholder (if any)
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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 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. 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. 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 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. 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.
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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 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. 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 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.
Article 69 Where an Acquiring Shareholder (a) accumulates Article 69. Where an Acquiring Shareholder (a) accumulates direct or indirect ownership interest in no less than 30% of direct or indirect ownership interest in no less than 30% of
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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 Sole paragraph. The Acquiring Shareholder must meet the CVM requirements and requests within the deadlines CVM requirements and requests within the deadlines established under applicable regulations. 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. 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; 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. (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
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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 (c) it shall extend fair and equitable treatment to all shareholders, provide adequate information regarding shareholders, provide adequate information regarding the Company and the bidder, and every other element the Company and the bidder, and every other element required for shareholders to make an independent and required for shareholders to make an independent and informed decision on whether to tender their shares; informed decision on whether to tender their shares; (d) it shall be irrevocable and irreversible upon publication (d) it shall be irrevocable and irreversible upon publication of the tender offer announcement, per CVM Ruling No. of the tender offer announcement, per CVM Ruling No. 361/02; 361/02; (e) it shall offer a bid price set in accordance with the main (e) it shall offer a bid price set in accordance with the main provision of this Article for settlement in cash, in provision of this Article for settlement in cash, in Brazilian currency; and Brazilian currency; and (f) it shall attach a report of the valuation of the Company, (f) it shall attach a report of the valuation of the Company, which shall have been prepared according to the main which shall have been prepared according to the main provision of this Article. 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 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 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 4. The tender offer requirement established in Paragraph 4. The tender offer requirement established in Article 69 shall not apply in the event a person becomes the 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 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 (a) Subscription for shares in a single primary offering of shares issued pursuant to a decision taken at a shares issued pursuant to a decision taken at a Shareholders Meeting called by the Board of Directors, Shareholders Meeting called by the Board of Directors, where the issue price is determined on the basis of the where the issue price is determined on the basis of the Economic Value determined pursuant to a valuation Economic Value determined pursuant to a valuation report prepared by a specialist firm according to the report prepared by a specialist firm according to the requirements in the paragraphs of Article 63; or requirements in the paragraphs of Article 63; or (b) A tender offer conducted for the acquisition of the totality (b) A tender offer conducted for the acquisition of the totality of the Companys shares. of the Companys 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 (a) the Board of Directors may retain a specialist firm that meets the requirements set forth in paragraph 1 of Article meets the requirements set forth in paragraph 1 of Article 63, to assess the timing and convenience of the offer and, 63, to assess the timing and convenience of the offer and, as the case may be, the liquidity of the shares in the as the case may be, the liquidity of the shares in the exchange offer, and whether the offer suits the interests exchange offer, and whether the offer suits the interests of shareholders and the industry in which the Company of shareholders and the industry in which the Company and its subsidiaries operate; and its subsidiaries operate; (b) the Board of Directors shall be responsible for releasing a (b) the Board of Directors shall be responsible for releasing a reasoned opinion concerning the offer, in accordance reasoned opinion concerning the offer, in accordance with item (v) of Article 29 of these Bylaws. 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,
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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 (d) as an exception, the voting cap established in Article 7 shall not prevail for the decision to be taken at the shall not prevail for the decision to be taken at the Extraordinary Shareholders Meeting contemplated in Extraordinary Shareholders Meeting contemplated in item (c) above, but solely it the meeting shall have been item (c) above, but solely it the meeting shall have been called on the initiative of the Board of Directors; called on the initiative of the Board of Directors; (e) the offer shall be made on an irrevocable and irreversible (e) the offer shall be made on an irrevocable and irreversible basis. Where the offer is carried out on a voluntary basis, basis. Where the offer is carried out on a voluntary basis, it may be subject to minimum tender condition requiring it may be subject to minimum tender condition requiring shareholders tendering at least an aggregate of 2/3 of the shareholders tendering at least an aggregate of 2/3 of the outstanding shares, as provided in item (c) above in this outstanding shares, as provided in item (c) above in this paragraph 5, and condition also that the shareholders paragraph 5, and condition also that the shareholders shall have approved the elimination of the voting cap shall have approved the elimination of the voting cap established in Article 7 of these Bylaws. 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
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capital stock amount resulting proportionate number of shares. in cancellation of a capital stock amount resulting proportionate number of shares. in cancellation of a
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 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.
CHAPTER IX DEFINITIONS
CHAPTER IX DEFINITIONS
Article 73. For purposes of these Bylaws, the capitalized Article 73. For purposes of these Bylaws, the capitalized terms below shall have the following meanings: terms below shall have the following meanings: (a) Acquiring Shareholder means any person (including, (a) Acquiring Shareholder means any person (including, for example, any natural or legal person, mutual or for example, any natural or legal person, mutual or investment fund, open or closed- end condominium, investment fund, open or closed- end condominium, securities portfolio, universality of rights or other form securities portfolio, universality of rights or other form of organization, resident, domiciled or based in Brazil or of organization, resident, domiciled or based in Brazil or elsewhere), including a Shareholder Group, or group of elsewhere), including a Shareholder Group, or group of persons bound under a voting agreement with the 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) (b) Shareholder Group means a group of persons: (i) bound by oral or written agreement or contract of any bound by oral or written agreement or contract of any nature, including Shareholder Agreements, directly or nature, including Shareholder Agreements, directly or through subsidiaries, controlling companies or through subsidiaries, controlling companies or companies under common control; or (ii) between which companies under common control; or (ii) between which there is a control relationship; or (iii) under common there is a control relationship; or (iii) under common control; or (iv) representing common interests. Examples control; or (iv) representing common interests. Examples of persons representing a common interest include: (v) of persons representing a common interest include: (v) the direct or indirect owner of a shareholding the direct or indirect owner of a shareholding representing 15% or more of the capital stock of another representing 15% or more of the capital stock of another entity; and (vi) two persons with a common third-party entity; and (vi) two persons with a common third-party investor directly or indirectly holding shares equivalent investor directly or indirectly holding shares equivalent to 15% or more of the capital stock of each of these two to 15% or more of the capital stock of each of these two persons. Any joint ventures, funds for investment clubs, persons. Any joint ventures, funds for investment clubs, foundations, associations, trusts, tenancies in common, foundations, associations, trusts, tenancies in common, cooperatives, securities portfolios, universality is of cooperatives, securities portfolios, universality is of
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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 (c) Independent Director means a Director that meets the independence standards set forth in Paragraphs 6 and 7 independence standards set forth in Paragraphs 6 and 7 of Article 22 of these Bylaws. of Article 22 of these Bylaws. (d) Institutional Investor means any investor that (i) (d) Institutional Investor means any investor that (i) under CVM rules qualify as qualified buyer; and ( ii) under CVM rules qualify as qualified buyer; and ( ii) those that are required by law or regulation or the those that are required by law or regulation or the bylaws (whether or not exclusively) to invest proprietary bylaws (whether or not exclusively) to invest proprietary resources in securities issued by public companies. resources in securities issued by public companies. Sole paragraph. Capitalized terms used herein which are not Sole paragraph. Capitalized terms used herein which are not defined in these Bylaws have the meaning ascribed to them defined in these Bylaws have the meaning ascribed to them under the Novo Mercado Listing Rules. under the Novo Mercado Listing Rules.
CHAPTER X LIQUIDATION
CHAPTER X LIQUIDATION
Article 74. The Company shall be dissolved and enter Article 74. The Company shall be dissolved and enter
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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 SELF-REGULATION
CHAPTER XI 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 ARBITRATION
CHAPTER XII ARBITRATION
Article 76. The Company, the shareholders, the directors and Article 76. The Company, the shareholders, the directors and officers and the fiscal council members (when the Fiscal officers and the fiscal council members (when the Fiscal
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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 GENERAL PROVISIONS
CHAPTER XIII GENERAL PROVISIONS
Article 77. The Company shall observe the terms and conditions of the Shareholders Agreements filed at the Companys 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 Companys 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 sh all not include votes cast that breach terms of such agreements, under item (k) Article 29.
Article 78. The Company shall issue all notices, information, Article 78. The Company shall issue all notices, information, financial statements and periodical information published or financial statements and periodical information published or
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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. 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.
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Extraordinary Shareholders&#39; Meeting - 04.07.2014 - Management Proposal

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Extraordinary Shareholders&#39; Meeting - 04.07.2014 - Management Proposal

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MANAGEMENT PROPOSAL OF BM&FBOVESPA S.A.

- BOLSA DE VALORES, MERCADORIAS E FUTUROS

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

Eduardo Refinetti Guardia Chief Products and Investor Relations Officer

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

2. Discussion of the principal features of the proposed plan, identifying:

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

Primary objectives of the plan

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

EXHIBIT II COMPARATIVE TABLE OF THE PROPOSALS FOR AMENDMENT OF THE BYLAWS

TN: Spelling corrections to the Portuguese language not reproduced herein

CHAPTER I NAME, HEADQUARTERS, VENUE, PURPOSE AND DURATION

CHAPTER I NAME, HEADQUARTERS, VENUE, PURPOSE AND DURATION

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

CHAPTER II CAPITAL STOCK, SHARES AND SHAREHOLDERS

CHAPTER II CAPITAL STOCK, SHARES AND SHAREHOLDERS

BOARD APPROVING THE 80,000,000 TREASURY

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

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

EXTRAORDINARY SHAREHOLDERS MEETING TO BE HELD ON APRIL 07, 2014

CHAPTER III SHAREHOLDERS MEETING

CHAPTER III SHAREHOLDERS MEETING

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

Extraordinary Shareholders' Meeting - 04.07.2014 - Management Proposal

Extraordinary Shareholders' Meeting - 04.07.2014 - Management Proposal