Extraordinary Shareholders' Meeting - Minutes

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

Corporate Taxpayer Register (CNPJ/MF) No. 09.346.601/0001-25

Company Registration (NIRE) No. 35.300.351.452

Publicly-Held Company

Minutes of the Extraordinary Shareholders’ Meeting

held on May 20, 2016

1. Date, time and place. On May 20, 2016, at 3 p.m., exceptionally outside the headquarters

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

(“Company”), in the city of São Paulo, State of São Paulo, at Rua XV de Novembro, 275, Postal

Code 01013-001.

2. Call Notice. Call notice published in the “Official Gazette of the State of São Paulo” on

April 16, 19 and 20, 2016, on pages 41, 78 and 163, respectively, and also in the “Valor

Econômico” newspaper on April 16, 19 and 20, 2016, on pages C3, B5 and C8, respectively.

3. Attendance. Shareholders representing 72,46% (seventy two point forty six percent) of

the voting stock of the Company, as demonstrated by (i) the signatures contained in the

“Shareholder Attendance Register”; and (ii) valid remote vote bulletins received by means of

the BM&FBOVESPA Depositary Center or directly by the Company, as set forth in the CVM

Regulations. The representative of Apsis Consultoria e Avaliações Ltda., Ms. Marina Ragucci

and Marcia Calmon; Mr. Daniel Sonder, Chief Financial Officer; Mr. Eduardo Refinetti

Guardia, Chief Product Officer; Mrs. Grasiela Gonçalves Cerbino, General Counsel; and Mr.

Paulo Cezar Aragão, legal advisor, also attended the meeting.

4. Board. Mr. Pedro Pullen Parente - Chairman; Mr. Edemir Pinto - Secretary.

5. Agenda: (a) to approve the investment by BM&FBOVESPA in Companhia São José

Holding (“Holding”), a company whose the shares are, on the date hereof, fully owned by the

Company, in the amount set out in the Management Proposal, by subscription of new shares;

(b) to review, discuss and approve the terms and conditions of the merger agreement for the

shares issued by CETIP S.A. – Mercados Organizados (“CETIP”) by Holding, followed by the

merger of Holding by BM&FBOVESPA, entered into on April 15, 2016, by the managements

of the Company, CETIP and Holding (“Transaction”) (“Merger Agreement”); (c) to ratify

appointment of the specialized company Apsis Consultoria e Avaliações Ltda. (enrolled with

the CNPJ/MF under No. 08.681.365/0001-30), as the company in charge of drafting an valuation

report at book value of the stockholders’ equity of Holding for the merger of Holding by the

Company (“Valuation Report”); (d) to approve the Valuation Report; (e) to approve the

proposed Transaction as set forth in the Merger Agreement; (f) to authorize, as a result of the

merger of the Holding, an increase in the capital stock of the Company, to be subscribed and

paid in by the managers of Holding, and to subsequently amend the By-Laws (once the Final

Number of BM&FBOVESPA Shares per Holding Common Share is defined, as objectively

determined by using the formula set forth in Exhibit 2.2 of the Merger Agreement, and,

therefore, the final number of BM&FBOVESPA shares to be issued as a result of the Merger of

Holding); (g) to approve the amendment and restatement of the By-Laws of the Company in

order to carry out, among other formal adjustments to the wording, renumbering and cross

reference: (A) by virtue of the approval of the Transaction, the following amendment will be

(Continued minutes of the Extraordinary Shareholders’ Meeting of BM&FBOVESPA S.A. – Bolsa de Valores,

Mercadorias e Futuros held on May 20, 2016)

subject to approval of the Transaction by the governmental authorities: (i) to amend the

wording of articles 3, subparagraphs “vii” and “viii”; 22, head provision; 28, paragraph 1; and

article 35, letter “h”; and (ii) to include paragraph 9 in article 22; new letters “d” and “e” and

paragraph 2 in article 30; new letter “d” to article 45, new article 51 and paragraphs thereof,

and article 84; (B) Other proposed amendments, which will be effective immediately after

approval by the Securities and Exchange Commission, as set forth in CVM Instruction 461/07:

(i) to amend the wording of article 10, head provision; article 16, letter “k; article 23, paragraph

3; article 30, letter “c”; article 35, letter “f” and paragraph 3; and new article 53, head provision,

and sole paragraph, letter “f”; (ii) include letter “m” in article 16; letter “x” in article 29; new

letter “e” in article 38; paragraph 4 in article 35; new letter “f”, as well as sole paragraph, to

article 38; new letter “c” to article 45; new article 50 and paragraphs thereof; new article 80;

and new article 82; and (iii) to restate the statutory amendments approved in this Meeting and

in the Extraordinary Shareholders’ Meetings held on April 10, 2012, May 26, 2014 and April

13, 2015; and (h) to authorize the managers of the Company to perform all actions required to

complete the Transaction.

6. Resolutions: After reading the consolidated voting map regarding the votes cast

through remote vote forms, which was available for consultation by the attending

shareholders as set forth in paragraph 4, article 21-W of CVM Instruction No. 481/2009, the

following resolutions have been adoptedand the abstentions and contrary votes were

registered in each case, and the drawing up of these minutes in summary form was authorized

and published without the signatures of the shareholders, as set forth in article 130, paragraphs

1 and 2, Law No. 6.404/76, and being registered that, except in regard to the amendments to

the By-Laws of the Company approved pursuant to the provisions of item (vii)(B) below,

implementation of the matters approved below is subject to the approval of the competent

regulatory authorities in accordance withthe merger agreement executed on April 15, 2016 by

and between the managements of the Company, CETIP and Holding, a controlled company

of the Company, the subject matter of which is (x) the merger of the shares issued by CETIP

by Holding, and the issue by Holding of redeemable common and preferred shares (“CETIP

Share Merger”), and (y) the subsequent redemption of the redeemable preferred shares,

merger of Holding by BM&FBOVESPA (“Merger of Holding”, and, jointly with the

redemption and the CETIP Share Merger, the “Transaction”) (“Merger Agreement”).

(i) Approved, by majority of the presents, with 99,38508% of favorable votes,

represented by 1.286.463.214 shares; 0,56576% of contrary votes, represented by

7.319.700 shares; and 0,04916% abstentions, representing 636.400 shares, the

investment by the Company in Holding in the amount of R$9,257,820,000.00, upon

subscription of new shares issued by Holding.

(ii) Approved, by majority of the presents, with 99,40257% of favorable votes,



Merger Agreement, which shall become an integral part of the minutes relating to

this meeting as Exhibit (ii).

(iii) Ratified, by majority of the presents, with 99,43452% of favorable votes, represented

by 1.287.099.614 shares; 0,56548% of contrary votes, represented by 7.319.700



shares; and noabstentions, the execution of an agreement with Apsis Consultoria e

Avaliações Ltda. (CNPJ No. 08.681.365/0001-30) (“Specialized Company”),

previously performed by the management of the Company, for it to draft the

valuation report at book value of the stockholders’ equity of Holding, for purposes

of article 227, as set forth in article 8, Law No. 6.404/76 (“Valuation Report”).

(iv) Approved, by majority of the presents, with 99,38508% of favorable votes,


7.319.700 shares; and 0,04916% abstentions, representing 636.400 shares, following

review and discussion, the Valuation Report, noting that the representative of the

Specialized Company attending the Meeting was available to provide all required

clarifications regarding such report.

(v) Approved, by majority of the presents, with 99,40257% of favorable votes,



Transaction, as set forth in the Merger Agreement, including, more specifically, the

Merger of Holding, delegating to the Company's management the capacity to

practice any further acts as might be necessary for the implementation and

formalization of the Transaction.

(vi) As a result of the Merger of Holding, it was authorized, by majority of the presentes,

with 99,40257% of favorable votes, represented by 1.286.688.414 shares; 0,56566%

of contrary votes, represented by 7.319.700 shares; and 0,03177% abstentions,

representing 411.200 shares, (a) an increase in the capital stock of the Company, to

be subscribed and paid in by the managers of Holding, and further amendment to

the By-Laws of the Company (once the Final Number of BM&FBOVESPA Shares

per Holding Common Share is defined, as objectively determined by using the

formula set forth in the Merger Agreement and, therefore, the final number of

BM&FBOVESPA shares to be issued as a result of the Merger of Holding), and (b)

the Board of Directors of the Company will be authorized, once the final number

of BM&FBOVESPA shares to be issued is defined, to register and disclose this exact

number, and, as a consequence, the number of shares of the total capital stock,

submitting the amendment to article 5 of Company’s Bylaws to the first general

meeting held after the register above mentioned;

(vii) By the votes mentioned below, amendment to and restatement of the By-Laws of

the Company, which shall be become an integral part of these minutes as Exhibit

(vii), in order to carry out, among other formal adjustments to the wording,

renumbering and cross reference:

(A) By virtue of the approval of the Transaction, approved by majority of the presents,

with 84,51239% of favorable votes, represented by 1.092.241.002 shares;

15,33836% of contrary votes, represented by 198.246.412 shares; and 0,14925%

abstentions, representing 1.931.900 shares, the following proposals, which shall



be subject to satisfaction of the Conditions Precedent and consummation of the

Transaction:

(1) to amend the wording of article 3, subparagraphs “vii” and “viii”, to

delimit the extent of the Company operation to such activities strictly relating

to development and improved soundness of the market;

(2) to amend article 22, introductory paragraph and include article 84, to

increase the number of members from 11 to 13 as the maximum number of

members of the Board of Directors;

(3) to include paragraph 9 in article 22 and amend article 28, paragraph 1,

in order to align the governance of the Company to the market customers

holding access authorization;

(4) to include new letters “d” and “e” and paragraph 2 in article 30, in line

with the institution of the Product and Pricing Committee;

(5) to adjust the wording of letter “h”, article 35, to contemplate rules

applicable to product pricing; and

(6) to include new letter “d” in article 45, as well as new article 51 and

paragraphs thereof, to contemplate the members and duties of the Product

and Pricing Committee.

(B) Approved by majority of the presents, with 84,20919% of favorable votes,

represented by1.090.840.117 shares; 15,37883% of contrary votes, represented

by 198.246.412 shares; and 0,41198% abstentions, representing 5.332.785 shares,

other proposed amendments, which are not related to satisfaction of the

Conditions Precedent and consummation of the Transaction and which will be

effective immediately after approval by the Securities and Exchange

Commission, as set forth in CVM Instruction 461/07:

(1) to adjust the wording of article 10, head provision, to the new wording

of ICVM 358/02, as amended by CVM Instruction 568/15;

(2) to amend the wording of article 16, letter “k”, in order to define an

objective criterion to apply the rule set forth in such provision;

(3) to include letter “m” in article 16 and amend the wording of new article

53, sole paragraph, letter “f”, considering the rules set forth in CVM

Instruction 567/15;

(4) to amend article 23, paragraph 3 to adjust it to the adaptations recently

implemented in CVM Instruction 481/09 by CVM Instruction 561/15;

(5) to include letter “x” in article 29 to adjust it to article 24, subparagraph

“vi” of CVM Instruction 461/07;

(6) to amend the wording of article 30, letter “c”, and include new letter “e”

in article 38, for the purpose of aligning it to the current practices of the

Company, considering the existing delegation by the Board of Directors to the

Executive Board of the authority to approve operating rules;



(7) to amend letter “f” and paragraph 3, article 35, and include paragraph 4

to the same article, for the purpose of expressly including in the By-Laws the

requirement for the Chief Executive Officer to create the Technical Credit Risk

Committee, as a committee to advise the Chief Executive Officer;

(8) to include new letter “f”, and sole paragraph, in article 38, to include the

possibility for the Executive Board to delegate the authority of resolving on

recommendations of the Technical Market Risk Committee and the Technical

Credit Risk Committee to the committees;

(9) to include new letter “c” in article 45, as well as new article 50 and

paragraphs thereof, in order to transform the existing Mediation Sector

Committee into a statutory board;

(10) to amend the wording of new article 53, head provision, to clarify that

at least 2 out of the 4 members of the Risk and Finance Committee must be

Independent Directors;

(11) to include a new article 80 to contemplate the existence of an

indemnification set forth in the By-Laws (in order to supplement any D&O

insurance coverage), in terms usually adopted by big publicly-held

companies, applicable to the officers, in order to provide full protection

against direct losses that may be incurred by current and future managers of

BM&FBOVESPA and its controlled companies, including CETIP, when it

becomes a wholly-owned subsidiary of the Company, with such usual

exceptions, whenever such officers are performing their duties;

(12) to include article 82 to adjust to the decision of the Federal Supreme

Court on the prohibition to donate to political campaigns; and

(13) to restate the amendments to the By-Laws approved in this Meeting and

in the Extraordinary Shareholders’ Meetings held on April 10, 2012, May 26,

2014 and April 13, 2015.

(viii) By unanimous vote, with 100,0% of favorable votes, represented by 1.294.419.314

shares, and nonecontrary votes or abstentions, the management of the Company is

authorized to perform all actions required to complete the Transaction hereby

approved, including to cancel enrollments of Holding with the relevant federal,

state and municipal agencies, and to keep the accounting books of Holding for the

statutory term.

7. The shares to be issued by virtue of the capital increase set forth in item (vi), after the

Transaction is consummated, (i) will be paid in, and the assets of Holding will be transferred

to the Company; and (ii) delivered to the CETIP shareholders, according to the conversion

formulas contained in the Merger Agreement.

8. In addition, any fractions of common shares of the Company resulting from

replacement of the position of each CETIP shareholder will be rounded down to the closest

integer, and the difference will be paid in cash by the Company within the term to be fixed



upon consummation of the Transaction and upon receipt of the proceeds from the sale by

BM&FBOVESPA of the shares corresponding to this set of fractions.

9. Approval and Closing. There being no further business to transact, these minutes were

drawn up, and, after being read and approved, were signed by the members of the Board and

the present shareholders. São Paulo, May 20, 2016. Board: Pedro Pullen Parente – President

and Edemir Pinto – secretary. Sahreholders: ABERDEEN BRASIL EQUITY FUNDO DE INVESTIMENTO

AÇOES, ABERDEEN FINANCIAL EQUITY FUND, ABERDEEN GLOBAL - LATIN AMERICAN EQUITY FUND,

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GLOBAL EQUITY - VALUE FUND, ICATU SEG APOSENTADORIA IBRX ATIVO AÇÕES FI, WA DIVIDENDOS YIELD

FIA, WESTER ASSET PREV. IBRX ATIVO AÇÕES FI., WESTERN ASSET IBOVESPA ATIVO FUNDO DE INVESTIMENT,

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JOHN HANCOCK VARIABLE INSURANCE TRUST INTERNATIONAL GROWTH STOCK TRUST, JOHN HANCOCK

VARIABLE INSURANCE TRUST INTERNATIONAL VALUE TRUST, KAISER FOUNDATION HOSPITALS, KAISER

PERMANENTE GROUP TRUST, KBC INVESTMENT TRUST, KLEINWORT BENSON INVESTORS INTERNATIONAL

LTD MASTER CIT, LACM EMERGING MARKETS FUND L.P., LACM EMII, L.P., LANCASHIRE COUNTY COUNCIL

AS ADMINISTERING AUTHORITY OF THE LANCASHIRE COUNTY PENSION FUND, LEGAL & GENERAL

COLLECTIVE INVESTMENT TRUST, LEGAL & GENERAL GLOBAL EMERGING MARKETS INDEX FUND, LEGAL &

GENERAL GLOBAL EQUITY INDEX FUND, LEGAL & GENERAL INTERNATIONAL INDEX TRUST, LEGAL AND

GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD., LOCKHEED MARTIN CORPORATION DEFINED

CONTRIBUTION PLANS MASTER TRUST, LUCENT TECHNOLOGIES INC. MASTER PENSION TRUST, MAINSTAY

EMERGING MARKETS OPPORTUNITIES FUND, MAKENA CAPITAL HOLDINGS BLUE, L.P., MARQUIS

INSTITUTIONAL GLOBAL EQUITY PORTFOLIO, MARYLAND STATE RETIREMENT & PENSION SYSTEM,

MASSMUTUAL PREMIER STRATEGIC EMERGING MARKETS FUND, MDPIM EMERGING MARKETS EQUITY

POOL, MERCER QIF FUND PLC, MERITAS INTERNATIONAL EQUITY FUND, MGI FUNDS PLC, MICROSOFT

GLOBAL FINANCE, MINISTRY OF STRATEGY AND FINANCE, MML STRATEGIC EMERGING MARKETS FUND,

MONTANA BOARD OF INVESTMENTS, NATIONAL COUNCIL FOR SOCIAL SECURITY FUND, NATIONAL

ELEVATOR INDUSTRY PENSION PLAN, NAV CANADA PENSION PLAN, NEUBERGER BERMAN SYSTEMATIC

GLOBAL EQUITY TRUST, NEW YORK STATE TEACHERS RETIREMENT SYSTEM, NOMURA MULTI MANAGERS

FUND III - EMERGING MARKETS EQUITY, NORGES BANK, NORTHERN MULTI - MANAGER EMERGING

MARKETS EQUITY FUND, NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD INDEX (ACWI) EX-US FUND-

LENDING, NORTHERN TRUST COLLECTIVE EMERGING MARKETS INDEX FUND-LENDING, NORTHERN TRUST

INVESTMENT FUNDS PLC, NORTHERN TRUST UCITS FGR FUND, NTGI - QM COMMON DAILY ALL COUNTRY

WORLD EX-US EQUITY INDEX FUND - LENDING, NTGI - QM COMMON DAILY ALL COUNTRY WORLD EX-US

INVESTABLE MARKET INDEX FUND - LENDING, NTGI - QM COMMON DAILY EMERGING MARKETS EQUITY

INDEX FUND - LENDING, NTGI - QM COMMON DAILY EMERGING MARKETS EQUITY INDEX FUND-NON

LENDING, NTGI - QUANTITATIVE MANAGEMENT COLLECTIVE FUNDS TRUST, OLD WESTBURY LARGE CAP

STRATEGIES FUND, OMERS ADMINISTRATION CORPORATION, OREGON PUBLIC EMPLOYEES RETIREMENT

SYSTEM, PACIFIC GAS AND ELECTRIC COMPANY NUCLEAR FACILITIES QUALIFIED CPUC

DECOMMISSIONING MASTER TRUST, PANAGORA DIVERSIFIED RISK MULTI-ASSET FUND, LTD,

PENSIOENFONDS METAAL OFP, PICTET - EMERGING MARKETS INDEX, PICTET - EMERGING MARKETS

SUSTAINABLE EQUITIES, PICTET FUNDS S.A RE: PI(CH)-EMERGING MARKETS TRACKER, PIMCO EQUITY

SERIES: PIMCO RAE FUNDAMENTAL EMERGING MARKETS FUND, PIMCO RAE FUNDAMENTAL EMERGING

MARKETS FUND LLC, POWERSHARES FTSE RAFI EMERGING MARKETS PORTFOLIO, PRUDENTIAL

RETIREMENT INSURANCE AND ANNUITY COMPANY, PRUDENTIAL WORLD FUND, INC. - PRUDENTIAL

JENNISON EMERGING MARKETS EQUITY FUND, PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO, PUBLIC

SERVICE PENSION PLAN FUND, PYRAMIS GLOBAL EX U.S. INDEX FUND LP, RAILWAYS PENSION TRUSTEE

COMPANY LIMITED, RAYTHEON COMPANY MASTER TRUST, REGIME DE RENTES DU MOUVEMENT

DESJARDINS, RIVER AND MERCANTILE DYNAMIC ASSET ALLOCATION FUND, RIVER AND MERCANTILE

WORLD RECOVERY FUND, ROCHE U.S. RETIREMENT PLANS MASTER TRUST, ROYCE DIVIDEND VALUE FUND,

ROYCE GLOBAL FINANCIAL SERVICES FUND, RUSSELL INSTITUTIONAL FUNDS, LLC - RUSSELL EMERGING

MARKETS EQUITY PLUS FUND, RUSSELL INSTITUTIONAL FUNDS, LLC - RUSSELL MULTI-ASSET CORE PLUS

FUND, RUSSELL INSTITUTIONAL FUNDS, LLC-RUSSELL GLOBAL EQUITY PLUS FUND, SCHOOL EMPLOYEES

RETIREMENT SYSTEM OF OHIO, SCHWAB EMERGING MARKETS EQUITY ETF, SCHWAB FUNDAMENTAL

EMERGING MARKETS LARGE COMPANY INDEX ETF, SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE

COMPANY INDEX FUND, SCRI ROBECO CUSTOMIZED QUANT EMERGING MARKETS FONDS, SCRI ROBECO

INSTITUTIONEEL EMERGING MARKETS QUANT FONDS, SELECTED INTERNATIONAL FUND, INC., SHELBY

CULLOM DAVIS CHARITABLE FUND, INC., SMITHFIELD FOODS MASTER TRUST, SOUTHERN CA EDISON CO

NUCLEAR FAC QUAL CPUC DECOM M T FOR SAN ONOFRE AND PALO VERDE NUC GEN STATIONS, SPDR MSCI

ACWI EX-US ETF, SPDR S&P EMERGING MARKETS ETF, STATE OF INDIANA PUBLIC EMPLOYEES RETIREMENT

FUND, STATE OF MINNESOTA STATE EMPLOYEES RETIREMENT PLAN, STATE OF NEW JERSEY COMMON

PENSION FUND D, STATE OF WINSCONSIN INVESTMENT BOARD MASTER TRUST, STATE STREET GLOBAL

ADVISORS LUXEMBOURG SICAV - SSGA EMERGING MARKETS SELECT EQUITY FUND, STATE STREET GLOBAL

ADVISORS LUXEMBOURG SICAV - SSGA ENHANCED EMERGING MARKETS EQUITY FUND, STATE STREET

GLOBAL ADVISORS LUXEMBOURG SICAV - STATE STREET GLOBAL EMERGING MARKETS INDEX EQUITY

FUND, STATE STREET TRT LTD AS DEP FOR SCOTTISH WID TRA AND SPECIALIST INV FDS ICVC - LATIN

AMERICAN FUND, STICHTING BEDRIJFSTAKPENSIOENFONDS VOOR HET BEROEPSVERVOER OVER DE WEG,

SUNSUPER SUPERANNUATION FUND, TD EMERALD HEDGED ALL COUNTRY WORLD INDEX EQUITY POOLED

FUND TRUST, TEACHER RETIREMENT SYSTEM OF TEXAS, TEACHERS' RETIREMENT ALLOWANCES FUND,



TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS, TEMPLETON GLOBAL BALANCED FUND, THE

BANK OF NEW YORK MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN, THE BOARD OF

REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM, THE BOEING COMPANY EMPLOYEE SAVINGS PLANS

MASTER TRUST, THE CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM, THE CITY OF EDINBURGH

COUNCIL, THE FIRST CHURCH OF CHRIST, SCIENTIST, IN BOSTON MASSACHUSETTS, THE GLOBAL ALPHA

EQUITY FUND, THE GOVERNMENT OF THE PROVINCE OF ALBERTA, THE HARBORWALK PRIVATE TRUST, THE

HARTFORD INTERNATIONAL GROWTH FUND, THE HONEYWELL INTERNATIONAL INC. MASTER

RETIREMENT TRUST, THE MASTER TRUST BANK OF JAPAN, LTD AS TRUSTEE OF DAIWA BRAZIL STOCK OPEN

- RIO WIND -, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF EMERGING COUNTRY STOCK ACTIVE

MOTHER FUND, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF MUTB400038099, THE MASTER

TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF NIKKO BRAZIL EQUITY MOTHER FUND, THE MONETARY

AUTHORITY OF SINGAPORE, THE MONKS INVESTMENT TRUST PLC, THE NATURE CONSERVANCY, THE NEW

ECONOMY FUND, THE NOMURA TRUST AND BANKING CO., LTD. RE: INTERNATIONAL EMERGING STOCK

INDEX MSCI EMERGING NO HEDGE MOTHER FUND, THE PENSION RESERVES INVESTMENT MANAGEMENT

BOARD, THE PRESIDENT AND FELLOWS OF HARVARD COLLEGE, THE ROCKEFELLER FOUNDATION, THE

SCOTTISH AMERICAN INVESTMENT COMPANY P.L.C., THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO,

THREADNEEDLE (LUX), THREADNEEDLE INVESTMENT FUNDS ICVC, THREADNEEDLE SPECIALIST

INVESTMENT FUNDS ICVC - GLOBAL EMERGING MARKETS EQUITY FUND, TIAA-CREF FUNDS - TIAA-CREF

EMERGING MARKETS EQUITY INDEX FUND, TORONTO TRANSIT COMMISSION PENSION FUND SOCIETY,

TRUST & CUSTODY SERVICES BANK, LTD. RE: EMERGING EQUITY PASSIVE MOTHER FUND, TRUST & CUSTODY

SERVICES BANK, LTD.RE: BRAZIL INFRASTRUCTURE EQUITY FUND, UAW RETIREE MEDICAL BENEFITS TRUST,

UNITED NATIONS RELIEF AND WORKS AGENCY FOR PALESTINE REFUGEES IN THE NEAR EAST, UPS GROUP

TRUST, UTAH STATE RETIREMENT SYSTEMS, VANGUARD EMERGING MARKETS SELECT STOCK FUND,

VANGUARD EMERGING MARKETS STOCK INDEX FUND, VANGUARD FTSE ALL-WORLD EX-US INDEX FUND,

A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS, VANGUARD FUNDS PUBLIC LIMITED

COMPANY, VANGUARD GLOBAL EQUITY FUND, A SERIES OF VANGUARD HORIZON FUNDS, VANGUARD

INTERNATIONAL HIGH DIVIDEND YIELD INDEX FUND, VANGUARD INVESTMENT SERIES PLC, VANGUARD

TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS,

VANGUARD VARIABLE INSURANCE FUND-INTERNATIONAL PORTFOLIO, VICTORIAN SUPERANNUATION

FUND, VIRGINIA RETIREMENT SYSTEM, VONTOBEL EMERGING MARKETS INSURANCE FUND SERIES

INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., VONTOBEL INVESTMENT TRUST, VOYA EMERGING

MARKETS INDEX PORTFOLIO, WASHINGTON STATE INVESTMENT BOARD, WELLINGTON MANAGEMENT

PORTFOLIOS (CANADA) GLOBAL PERSPECTIVES PORTFOLIO, WELLS FARGO (LUX) WORLDWIDE FUND,

WELLS FARGO DIVERSIFIED STOCK PORTFOLIO, WILSHIRE MUTUAL FUNDS, INC.-WILSHIRE INTERNATIONAL

EQUITY FUND, WISDOMTREE COMMODITY COUNTRY EQUITY FUND, WISDOMTREE EMERGING MARKETS EX-

STATE-OWNED ENTERPRISES FUND, WISDOMTREE EMERGING MARKETS HIGH DIVIDEND FUND,

WISDOMTREE GLOBAL HIGH DIVIDEND FUND, WMC GEM SYSTEMATIC EQUITY FUND, WSIB INVESTMENT

(PUBLIC EQUITIES) POOLED FUND TRUST, WYOMING RETIREMENT SYSTEM, XEROX CORPORATION

RETIREMENT & SAVINGS PLAN, FUNDO DE INVESTIMENTO EM AÇÕES PREVIDENCIÁRIO PREMIUM, FUNDO

INVEST DE ACOES SALUBRE, HSBC FI ACOES INSTITUCIONAL, HSBC FI AÇÕES DIVIDENDOS, HSBC FI DE

AÇÕES IBOVESPA VALUATION, HSBC FI EM ACOES PASSIVO IBRX, HSBC FI EM AÇÕES IBOVESPA GESTÃO,

HSBC FI EM AÇÕES IBOVESPA TOP, HSBC FI MULTIM PREVID EMPRES MODERADO, HSBC FI MULTIM PREVID

FUTURE COMPOSTO I, HSBC FI MULTIM PREVID FUTURE COMPOSTO II, HSBC FI MULTIM PREVID FUTURE

COMPOSTO III, HSBC FI MULTIM PREVID MODERADO VGBL, HSBC FI MULTIM PREVID MODERADO II VGBL,

HSBC FI MULTIM PREVIDENC AGRESSIVO VGBL, HSBC FI MULTIM PREVIDENCIARIO AGRESSIVO, HSBC FI

MULTIM PREVIDENCIARIO MODERADO, HSBC FI MULTIM PREVIDENCIARIO MODERADO II, HSBC FI

PREVIDENCIÁRIO MULTIMERCADO VALOR, HSBC FUNDO DE INVESTIMENTO AÇÕES DIVIDENDOS MASTER,

P&G PREV SOCIEDADE DE PREVIDÊNCIA PRIVADA PLANO CD, BEST INVESTMENT CORPORATION, HSBC

LATIN AMERICAN EQUITY FUND, JPMORGAN BRAZIL EQUITY MASTER INVESTMENT TRUST, AMUNDI

FUNDS, FIDELITY ACTIVE STRATEGY SICAV, FIDELITY FUNDS - EMERGING MARKETS FUND, FIDELITY FUNDS

- LATIN AMERICA FUND, PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO, FAPI AGRESSIVE

IB, FAPI BALANCED IB, FAPI CONSERVATIVE IB, IT NOW IFNC FUNDO DE ÍNDICE, IT NOW PIBB IBRX-50 FUNDO

DE ÍNDICE, ITAU ACOES VALUATION MASTER FI, ITAU FLEXPREV ACOES FI, ITAU FLEXPREV S&P/BOVESPA

LOW VOLATILITY FIA, ITAU FTSE RAFI BRAZIL 50 CAPPED INDEX FIA, ITAU GOVERNANCA CORPORATIVA

ACOES FI, ITAU IBOVESPA ATIVO MASTER FIA, ITAU INDEX ACOES IBRX FI, ITAU INSTITUCIONAL BOLSA

INDEX FI ACOES, ITAU PERSONNALITE BALANCEADO FMP FGTS CART. LIVRE, ITAÚ ALOCAÇÃO SETORIAL

FIA, ITAÚ AÇÕES ÁGUIA FUNDO DE INVESTIMENTO, ITAÚ BALANCEADO FMP - FGTS CARTEIRA LIVRE, ITAÚ

CAIXA AÇÕES FI, ITAÚ FLEXPREV CORP PRAT XIII MULTIMERCADO FI, ITAÚ FLEXPREV IBOVESPA ATIVO



AÇÕES FI, ITAÚ FLEXPREV MULTIMERCADO EQUITY HEDGE ADVANCED FI, ITAÚ IBRX ATIVO MASTER FIA,

ITAÚ INDEX AÇÕES IBOVESPA FI, ITAÚ MOMENTO AÇÕES FUNDO DE INVESTIMENTO, ITAÚ PREVIDÊNCIA

IBRX FIA, LUXOR ACOES FUNDO DE INVESTIMENTO, MULTPORTFOLIO AGGRESSIVE IB - MULTIM FI, RADICE

AÇÕES FUNDO DE INVESTIMENTO, ABU DHABI INVESTMENT AUTHORITY, AQR UCITS FUNDS, BAPTIST

HEALTH SOUTH FLORIDA, INC., BUREAU OF LABOR FUNDS-LABOR INSURANCE FUND, BUREAU OF LABOR

FUNDS-LABOR PENSION FUND, CAPITAL GROUP ABSOLUTE INCOME GROWER COMMON TRUST (US),

CAPITAL GROUP EMERGING MARKETS EQUITY TRUST (US) DB, CAPITAL GROUP EMERGING MARKETS

RESTRICTED EQUITY COMMON TRUST (US), CAPITAL GROUP EMPLOYEE BENEFIT INVESTMENT TRUST,

CAPITAL GROUP WORLD DIVIDEND GROWERS (AU), CAPITAL INCOME BUILDER, CAPITAL INTERNATIONAL

EMERGING MARKETS FUND, CAPITAL WORLD GROWTH AND INCOME FUND, CHURCH COMMISSIONERS

FOR ENGLAND, CITY OF PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM, CONSTRUCTION &

BUILDING UNIONS SUPERANNUATION FUND, EMERGING MARKETS GROWTH FUND INC, EMERGING

MARKETS EQUITY FUND, EUROPACIFIC GROWTH FUND, FIDELITY INSTITUTIONAL FUNDS - FIDELITY

EMERGING MARKETS FUND, FIDELITY INVESTMENT FUNDS - FIDELITY INDEX EMERGING MARKETS FUND,

FRANKLIN TEMPLETON CORPORATE CLASS LTD, FRANKLIN TEMPLETON INVESTMENT FUNDS, FRANKLIN

TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST - TEMPLETON DEVELOPING MARKETS VIP FUND,

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST - TEMPLETON FOREIGN VIP FUND,

GOVERNMENT PENSION FUND, INTERNATIONAL GROWTH AND INCOME FUND, JNL/MELLON CAPITAL

EMERGING MARKETS INDEX FUND, JP MORGAN CHASE RETIREMENT PLAN, JPMORGAN BRAZIL

INVESTMENT TRUST PLC, JPMORGAN FUNDS, JPMORGAN FUNDS LATIN AMERICA EQUITY FUND, KUWAIT

FUND FOR ARAB ECONOMIC DEVELOPMENT, LA HOLDINGS (LUXEMBOURG) SA, MISSOURI EDUCATION

PENSION TRUST, NATIONAL AUSTRALIA TRUSTEES LIMITED AS TRUSTEE OF THETEMPLETON GLOBAL TRUST

FUND, NEW WORLD FUND INC., NEW YORK STATE COMMON RETIREMENT FUND, OPPENHEIMER

DEVELOPING MARKETS FUND, OPPENHEIMER EMERGING MARKETS INNOVATORS FUND, OPPENHEIMER

GLOBAL MULTI-ASSET GROWTH FUND, OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND, PUBLIC

EMPLOYEES RETIREMENT SYSTEM OF OHIO, SBC MASTER PENSION TRUST, SCHRODER INTERNATIONAL

SELECTION FUND, SOCIAL INSURANCE ORGANIZATION, SOUTHERN COMPANY SYSTEM MASTER

RETIREMENT TRUST, STATE OF NEW MEXICO STATE INVESTMENT COUNCIL, T.ROWE PRICE FUNDS SICAV,

T.ROWE PRICE INTERNATIONAL FUNDS: T.ROWE PRICE LATIN AMERICA FUND, TELSTRA SUPER PTY LTD AS

TRUSTEE FOR TELSTRA SUPERANNUATION SCHEME, TEMPLETON DEVELOPING MARKETS TRUST,

TEMPLETON EMERGING MARKETS FUND (US), TEMPLETON EMERGING MARKETS INVESTMENT TRUST PLC,

TEMPLETON FOREIGN FUND, TEMPLETON GLOBAL GROWTH FUND LTD, TEMPLETON INSTITUTIONAL

FUNDS- EMERGING MARKETS SERIES, TEMPLETON INTERNATIONAL EMERGING MARKETS FUND, THE

INCOME FUND OF AMERICA, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045828, THE

MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045829, THE MASTER TRUST BANK OF JAPAN,

LTD. AS TRUSTEE FOR MTBJ400045833, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR

MTBJ400045835, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045836, THE MASTER

TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045841, THE MASTER TRUST BANK OF JAPAN, LTD. AS

TRUSTEE FOR MUTB400045792, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB400045794,

THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB400045795, THE MASTER TRUST BANK OF

JAPAN, LTD. AS TRUSTEE FOR MUTB400045796, VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A

SERIES OF VANGUARD STAR FUNDS, VANGUARD WORLD FUND INTERNATIONAL GROWTH FUND, VIRTUS

EMERGING MARKETS EQUITY INCOME FUND, VIRTUS EMERGING MARKETS OPPORTUNITIES FUND,

MULTIPREV CARTEIRA 14 - FIM CREDITO PRIVADO, ZURICH BNPP MASTER AÇÕES PREVIDENCIARIO FI,

METLIFE PREVIDENCIARIO C15 FIM, FIA FUNEPP, FIA MULTIPLY VARIABLE, BNP PARIBAS RADICE II FIA, BNP

PARIBAS PGBL MODERADO FIM PREVIDENCIARIO, BNP PARIBAS FIA MIRANTE IBRX, BNP PARIBAS PGBL

DINAMICO FIM PREVIDENCIARIO , BNP PARIBAS MASTER IBRX FIA "FUNDO", BNP PARIBAS GRANVILLE FIM

"FUNDO", BNP PARIBAS FI ADVANCE AÇÕES PREVIDENCIARIO "FUNDO", BNP PARIBAS AURORA FIM, SUL

AMERICA TOTAL RETURN FIA, SULAMERICA PRESTIGE TOTAL PREV FI MULTIMERCADO, SULAMERICA

FUTURE FI MULTIMERCADO, SULAMERICA FIA MASTER PREV, SULAMERICA SHELL PREV 49 FUNDO DE

INVESTIMENTO MULTIMERCADO, SULAMERICA MIX 49 FI MULTIMERCADO, SULAMERICA MIX 30 FI

MULTIMERCADO, SULMAERICA MIX 15 FI MULTIMERCADO, SULAMERICA MIX 15 IV FI MULTIMERCADO,

SULMAERICA MIX 20 FI MULTIMERCADO, SULAMERICA MIX 30 - IV FIM, SULAMERICA MIX 40 FI

MULTIMERCADO, SULAMERICA MIX 49 I FUNDO DE INVESTIMENTO MULTIMERCADO, FIA AMAZONAS, APEX

ABSOLUTO STR FUNDO DE INVESTIMENTO MULTIMERCADO, APEX EQUITY HEDGE STR FUNDO DE

INVESTIMENTO MULTIMERCADO, APEX EQUITY HEDGE MASTER FUNDO DE INVESTIMENTO

MULTIMERCADO, APEX EQUITY HEDGE 60 FUNDO DE INVESTIMENTO MULTIMERCADO, APEX MASTER FIA

INSTITUCIONAL, APEX INFINITY MASTER LONG-BIASED FUNDO DE INVESTIMENTO EM AÇÕES, ICATU SEG



APEX PREVIDENCIA, APEX MASTER FUNDO DE INVESTIMENTO DE AÇÕES, MONTEREY BAY LLC, GOLDMAN

SACHS TRUST - GOLDMAN SAHCS EMERGING MARKETS EQUITY INSIGHTS FUND, GOLDMAN SACHS TRUST -

GOLDMAN SACHS EMERGING MARKETS EQUITY FUND, OPPORTUNITY LONG BIASED MASTER FIM,

OPPORTUNITY EQUITY HEDGE MASTER FIM, OPPORTUNITY SELECTION

INSTITUCIONAL MASTER FIA, OPPORTUNITY SELECTION MASTER

FUNDO DE INVESTIMENTO EM ACOES, LUXOR FUNDO DE INVESTIMENTO

MULTIMERCADO, OPPORTUNITY GLOBAL EQUITY

MASTER FIA IE, METLIFE FIA, MULTIPREV IBRX ATIVO FIA, WESTERN ASSET HUB FIM, JAPAN TRUSTEE

SERVICES BANK, LTD. RE: STB DAIWA BRAZIL STOCK MOTHER FUND, KLEINWORT BENSON INVESTORS

INSTITUTIONAL FUND PLC, PROVINCE OF NEWFOUNDLAND AND LABRADOR POOLED PENSION FUND,

TEACHERS RETIREMENT SYSTEM OF LOUISIANA, THE LINDE PENSION PLAN, THE SALVATION ARMY

OFFICERS' RETIREMENT TRUST FUND, TEMPLETON GLOBAL INVESTMENT TRUST- TEMPLETON EMERGING

MARKETS BALANCED FUND, UNILEVERPREV - SOCIEDADE DE PREVIDENCIA PRIVADA, a. Rodrigo De Mesquita

Pereira; ATMOS INSTITUCIONAL MASTER FIA; ATMOS MASTER FUNDO DE INVESTIMENTO DE ACOES;

NAUTILUS INVESTMENTS LLC; ATMOS TERRA FUNDO DE INVESTIMENTO EM ACOES; BOGARI VALUE

INSTITUCIONAL FUNDO DE INVESTIMENTO DE ACOES; BOGARI VALUE MASTER FUNDO DE INVESTIMENTO

DE ACOES; IODA FIA; PLURUM FUNDO DE INVESTIMENTO DE ACOES; BRADESCO MULTIPORTFOLIO FMP -

FGTS CL; BRADESCO FUNDO DE INVESTIMENTO EM ACOES IBX PLUS; BRAM FUNDO DE INVESTIMENTO EM

ACOES IBRX-50; MBPREV I MULTIMERCADO FI; BRADESCO FIA ESTRATEGIA BS; BRADESCO - FUNDO DE

INVESTIMENTO - ACOES - STOCK PICKING; BRADESCO FUNDO DE INVESTIMENTO EM ACOES ENERGIA;

BRADESCO FIA IBOVESPA PLUS; BRADESCO PRIVATE FUNDO DE INVESTIMENTO EM ACOES; BRADESCO

PRIVATE FI EM ACOES RETORNO ABSOLUTO; BRADESCO FIA INDICE MOMENTO; BRAM F.I.A IBOVESPA;

BRADESCO FUNDO DE INVESTIMENTO EM ACOES TRACKING; BRAM FUNDO DE INVESTIMENTO EM ACOES

VALOR; BRAM FIA IBOVESPA ALAVANCADO; BRADESCO FD DE INVESTIMENTO EM ACOES INSTITUTIONAL

IBX ATIVO; INSTITUTO ADVENTISTA DE JUBILACAO E ASSISTENCIA; BRADESCO FUNDO DE INVESTIMENTO

EM ACOES MASTER DIVIDENDOS; BRADESCO FUNDO DE INVESTIMENTO EM ACOES MASTER DIVIDENDOS;

BRADESCO FIA PREVIDENCIARIO GOVERNANCA CORPORATIVA; BRADESCO FIA PREVIDENCIARIO

GOVERNANCA CORPORATIVA; BRADESCO FIA MASTER VALOR; BRADESCO FIA MASTER VALOR; BRADESCO

FIA SUPER ACAO; BRADESCO FIA SUPER ACAO; MBPREV II MULTIMERCADO - FUNDO DE INVESTIMENTO;

MBPREV II MULTIMERCADO - FUNDO DE INVESTIMENTO; BRADESCO PRIVATE FIA IBOVESPA ALAVANCADO;

BRADESCO PRIVATE FIA IBOVESPA ALAVANCADO; RANDONPREV - FUNDO DE PENSAO; RANDONPREV -

FUNDO DE PENSAO; ANTONIO MANUEL DARIAS MENDOZA; ANTONIO MANUEL DARIAS MENDOZA; FUNDO

DE INVESTIMENTO DE ACOES MEAIPE IBX ATIVO; FUNDO DE INVESTIMENTO DE ACOES MEAIPE IBX ATIVO;

FIA EXCLUSIVO SARLAT; FIA EXCLUSIVO SARLAT; BRADESCO FIA MASTER IBRX; BRADESCO FIA MASTER IBRX;

BRADESCO FUNDO DE INVESTIMENTO EM ACOES SAFE IBRX-50; BRADESCO FUNDO DE INVESTIMENTO EM

ACOES SAFE IBRX-50; BRAM FUNDO DE INVESTIMENTO EM ACOES IBRX ATIVO; BRAM FUNDO DE

INVESTIMENTO EM ACOES IBRX ATIVO; BRAM FDO DE INVESTIMENTO EM ACOES; BRAM FDO DE

INVESTIMENTO EM ACOES; BRADESCO FUNDO DE INVESTIMENTO EM ACOES PROMON; BRADESCO FUNDO

DE INVESTIMENTO EM ACOES PROMON; BRADESCO FUNDO DE INVESTIMENTO EM ACOES IDEAL; BRADESCO

FUNDO DE INVESTIMENTO EM ACOES IDEAL; BRADESCO FUNDO DE INVESTIMENTO EM ACOES MULTI

SETORIAL; BRADESCO FUNDO DE INVESTIMENTO EM ACOES MULTI SETORIAL; BRADESCO FIA SELECTION;

BRADESCO FIA SELECTION; BRADESCO FIA SELECAO; BRADESCO FIA EQUITIES; BRADESCO MIRANTE IBX FIA;

FUNDO DE INVESTIMENTO DE ACOES PREVIDENCIARIO IGUACU FC; BRADESCO PRIVATE FDO DE

INVESTIMENTO EM ACOES MAX DIVIDENDOS; BRAM F.I.A IBOVESPA ATIVO; BRADESCO FIA FPP RENDA

VARIAVEL; FIA MALDIVAS; BRADESCO FIA IBRX MULTIPATROCINADO; BRADESCO FI EM ACOES

INSTITUCIONAL IBRX ALPHA; FUNDO DE INVESTIMENTO EM ACOES ARUBA; TELOS IBRX50 FUNDO DE

INVESTIMENTO EM ACOES; BRADESCO F.I.A. MASTER PREVIDENCIA; BRADESCO FUNDO DE INVESTIMENTO

EM ACOES ATIVO GBS; BRADESCO FIA DIVIDENDOS; BRADSEG PARTICIPACOES S.A.; BRADESCO FIA MASTER

IBOVESPA; BRADESCO SEGUROS S/A; BRADESCO VIDA E PREVIDENCIA S/A; JBI FOCUS MASTER FUNDO DE

INVESTIMENTO DE ACOES; POLLUX ACOES MASTER FUNDO DE INVESTIMENTO DE ACOES; POLLUX ACOES

INSTITUCIONAL MASTER FUNDO DE INVEST DE ACOES; FORTALEZA FUNDO DE INVESTIMENTO EM ACOES I

IE; FUNDO DE INVESTIMENTO EM ACOES HS IE; ESCALA FIA INVESTIMENTO NO EXTERIOR - BDR NIVEL I; STK

LONG BIASED MASTER FUNDO DE INVESTIMENTO EM ACOES; STK LONG ONLY INSTITUCIONAL FIA; VITORIA

FUNDO DE INVESTIMENTO DE ACOES -BDR NIVEL I; BETIZA FI EM ACOES INVESTIMENTO NO EXTERIOR - BDR

NIVEL I; VINCI GAS CANOY DIVIDENDOS FUNDO DE INVESTIMENTO EM ACOES; FUNDO DE INVESTIMENTO

EM ACOES MISTYQUE; NUCLEOS IV SANTANDER FUNDO DE INVESTIMENTO EM ACOES; SANTANDER FI

IBOVESPA PASSIVO ACOES; MAUA PREV-SOCIEDADE DE PREVIDENCIA PRIVADA; SANTANDER FI IBRX

ACOES; SANTANDER FIA MIRANTE IBRX; MBPREV III MULTIMERCADO - FUNDO DE INVESTIMENTO; FIA



SANTANDER PREV; BLACKROCK ASSET MANAG IR LT I ITS CAP A M F T BKR I S FD; BLACKROCK INDEXED

EMERGING MARKETS IMI EQUITY FUND; MARCOS DOS SANTOS MENDES; WELLINGTON MANAG.

PORTFOLIOS (DUBLIN) P.L.C.; SCHRODER EMERGING MARKETS FUND (CANADA); AB FCP II - EMERGING

MARKETS VALUE PORTFOLIO; ALAMEDA COUNTY EMPLOYEES RETIREMENT ASSOC.; CIBC EMERGING

MARKETS INDEX FUND; RUSSELL TR COMPANY COMMINGLED E. B. F. T. R. L. D. I. S.; IRISH LIFE ASSURANCE

PLC; MANAGED PENSION FUNDS LIMITED; BLACKROCK GLOBAL FUNDS; OFI GLOBAL TRUST COMPANY;

PACIFIC SELECT FUND; PRUDENTIAL TRUST COMPANY; SEI INST INT TRUST EM MKTS EQUITY FUND; RUSSEL

EMERGING MARKETS EQUITY POOL; STANDARD LIFE INVESTMENTS GLOBAL SICAV; STATE ST B AND T C INV

F F T E RETIR PLANS; STICHTING PHILIPS PENSIOENFONDS; THE EM MKT EQ INV PORT OF CONS GR CAP MKT

FDS; VALIC COMPANY I - INTERNATIONAL GROWTH FUND; WILMINGTON MULTI-MANAGER

INTERNATIONAL FUND; PINEBRIDGE LATIN AMERICA FUND; SSGA MSCI BRAZIL INDEX NON-LENDING QP

COMMON TRUST FUND; RUSSELL INVESTMENT COMPANY EMERGING MARKETS FUND; GE INVESTMENTS

FUNDS, INC.; GOLDMAN SACHS FUNDS - GOLDMANSACHS GROWTH & EMERGINGMARK; LEGAL AND

GENERAL ASSURANCE SOCIETY LIMITED; SANFORD C.BERNSTEIN FUND, INC.; IN BK FOR REC AND DEV,AS

TR FT ST RET PLAN AND TR/RSBP AN TR; MAGNA UMBRELLA FUND PLC; AMERICAN INTL GROUP INC

RETIREMENT PLAN; CATHAY LIFE INSURANCE CO. LTD; RUSSELL INVESTMENT COMPANY PUBLIC LIMITED

COMPANY; ALLIANCEBERN TAX-MANAGED BALANCED WEALTH STRA; ALLIANCEBERN TAX-MANAGED

WEALTH APPR STRATEGY; ALLIANCEBERN TAX-MANAGED WEALTH PRES STRATEGY; OFI GLOBAL:

EMERGING MARKETS EQUITY FUND, LP,; STICHTING PENSIOENFONDS VAN DE ABN AMRO BK NV; SEI INST

INVEST TR WORLD EQ EX-US FUND; INTERNATIONAL MONETARY FUND; SPAENGLER IQAM INVEST GMBH

FOR SPAENGLER IQAM EQ EMER MKTS; THE SEI EMERGING MARKETS EQUITY FUND; CHUNGHWA POST CO,

LTD; RUSSELL GLOBAL EQUITY FUND; THE ALLIANCEBERN POO POR ALL INT VALUE PORTFO; RUSSEL

GLOBAL EQUITY POOL; COMMONWEALTH GLOBAL SHARES FUND 3; CHESHIRE PENSION FUND; DUNHAM

INTERNATIONAL STOCK FUND; SCOTIA LATIN AMERICAN FUND; MT TOTAL RETURN FUND; BLACKROCK

LIFE LIMITED - DC OVERSEAS EQUITY FUND; PF EMERGING MARKETS FUND; THE SEVENTH SWEDISH

NATIONAL PENSION FUND - AP7 EQUITY FUND; ISHARES PUBLIC LIMITED COMPANY; TMTBJ TRT OF

SCHRODER GLOBAL EMERGING EQUITY MOTHER FUND; TRANSAMERICA LIFE INSURANCE COMPANY;

SCHRODER BRICS EQUITY MOTHER FUND; NATIONAL PENSION SERVICE; VALIC COMPANY I FOREIGN

VALUE FUND; THE MASTER TR BK OF JP,LTD AS TR OF SCHRODER BRICS EQ MTHR F; STANLIB FUNDS LIMITED;

RUSSELL GLOBAL OPPORTUNITIES FUND; NORTHERN EMERGING MARKETS EQUITY INDEX FUND;

PARAMETRIC EMERGING MARKETS FUND; NY STATE BANKERS RETIREMENT SYSTEM VOLUME SUBMITTER

PLAN; COMMONWEALTH BANK GROUP SUPER; OPPENHEIMER GLOBAL ALLOCATION FUND;

ALLIANCEBERNSTEIN COLLECTIVE INVESTMENT TRUST SERIES; TRANSAMERICA DEVELOPING MARKETS

EQUITY; BAILLIE GIFFORD LIFE LIMITED; ISHARES II PUBLIC LIMITED COMPANY; CHANG HWA COM BK LTD

IN ITS CAP AS M CUST OF P LAT A EQ FD; SPDR S&P EMERGING LATIN AMERICA ETF; MANULIFE GLOBAL

FUND; ACM GLOBAL INVESTMENTS; DEUTSCHE LATIN AMERICA EQUITY FUND; THE TEXAS EDUCATION

AGENCY; COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF THE COOK COUNTY; STATE STREET

EMERGING MARKETS INDEX PLUS NON-LENDING C T FUN; STATE STREET ACTIVE EMERGING M S S L QIB

COMMON TRUST FUND; RUSSELL INVESTMENT COMPANY GLOBAL EQUITY FUND; SCOTIA GLOBAL

GROWTH FUND; SCHRODER EMERGING WINNERS BALANCED FUND-MOTHER; ALLIANZ GLOBAL

INVESTORS FUND - ALLIANZ BRIC EQUITY; SCHRODER LATIN AMERICA EQUITY MOTHER FUND; RHONDDA

CYNON TAFF COUNTY BOROUGH COUNCIL PENSION FUND; KOOKMIN BK AS TRUSTEE OF JPM CES AMERICA

EQUITY INVEST TRUST; GOLDMAN SACHS FUNDS - GOLDMAN SACHS G EM C (R) EP; NEPTUNE INVESTMENT

FUNDS - NEPTUNE LATIN AMERICA FUND; THE MASTER TRUST BANK OF JAPAN, LTD. AS TOS LATIN AEMF;

PUBLIC SECTOR PENSION INVESTMENT BOARD; GOLDMAN SACHS GMS ERISA GROUP TRUST ON BEHALF OF

NON-US EQUI; EATON VANCE INT (IR) F PLC-EATON V INT (IR) PAR EM MKT FUND; COMMONWEALTH

EMERGING MARKETS FUND 4; AQR EMERGING EQUITIES FUND LP; NATIONAL TR MANAGEMENT AGENCY

(AS C AND M OF THE I S I FUND); HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND; WELLINGTON

MGT PORTFOLIOS (LUX) - GBL SELECT CAE PORTFOLIO; THE WAWANESA MUTUAL INSURANCE COMPANY;

AMERICAN HEART ASSOCIATION, INC.; RUSSELL TAX EFFECTIVE GLOBAL SHARES FUND; BLACKROCK

GLOBAL FUNDS WORLD AGRICULTURE; EMERGING MARKETS EQUITY FUND; HC CAPITAL TRUST THE

INSTITUTIONAL INTERNATIONAL EQUITY PORT; AMEC STAFF PENSION SCHEME; BARON INTERNATIONAL

GROWTH FUND; ACADIAN EMERGING MARKETS EQUITY II FUND, LLC; HC CAPITAL TRUST THE EMERGING

MARKETS PORTFOLIO; MFS MERIDIAN FUNDS - LATIN AMERICAN EQUITY FUND; ONTARIO PENSION BOARD;

ARROWSTREET MULTI-STRATEGY UMBRELLA PLC - ARROWSTREET EMFIII; STICHTING PGGM DEPOSITARY;

NAT WEST BK PLC AS DEP OF B GIFF INT FD A SF OBGU&BF ICVC; BLACKROCK CDN EMERGING MARKETS

FUNDAMENTAL INDEX FUND; BNY MELLON TR & DEP (UK) LIMITED AS T OF BEME TRACKER FUND;

POWERSHARES G F IRELAND P L C P FTSE RAFI ALL W 3000 U ETF; POWERSHARES FTSE RAFI EMERGING



MARKETS UCITS ETF; ARROWSTREET MULTI-STRATEGY UMBRELLA PLC - ARROWSTREET ACWI E; GMO

GLOBAL EQUITY ALLOCATION INVESTMENT FUND; BLACKROCK LATIN AMERICAN INVESTMENT TRUST

PLC; NAT WEST BK PLC AS DEP OBG GL ALPHA GR FD ASFOBGUABF ICVC; BAILLIE GIFFORD GLOBAL INCOME

GROWTH FUND; BMO MSCI EMERGING MARKETS INDEX ETF; WELLINGTON TRUST COMPANY N.A.;

MACQUARIE INV MANAG LTD AS RESP ENT FOR ARROWST EM MKTS FD; SCOTIABANK GLOBAL GROWTH

FUND; BOC PENSION INVESTMENT FUND; JOHNSON & JOHNSON UK GROUP RETIREMENT PLAN; CANADIAN

CHRISTIAN SCHOOL PENSION TRUST FUND; BARON EMERGING MARKETS FUND; SSGA MSCI ACWI EX-USA

INDEX NON-LENDING DAILY TRUST; SSGA SPDR ETFS EUROPE I PLC; ADVISER MANAGED TRUST - TACTICAL

OFFENSIVE EQUITY FUND; AB FCP I - DYNAMIC DIVERSIFIED PORTFOLIO; TEXAS MUNICIPAL RETIREMENT

SYSTEM; AKBANK T.A.S. B T FR TE SE FONU NA (SE FON) BAGLI LA AM YABA; TOTAL INTERNATIONAL EX U.S.

I MASTER PORT OF MASTER INV PORT; WELLS FARGO EMERGING MARKETS EQUITY FUND; AB SICAV I -

EMERGING MARKETS MULTI-ASSET PORTFOLIO; ALLIANZ INST INVESTORS S - ALLIANZ BEST STYLES EM EQ;

ST. JAMES S PLACE GLOBAL EQUITY UNIT TRUST; ARCHITAS MULTI-MANAGER GLOBAL FUNDS UNIT TRUST;

ISHARES V PUBLIC LIMITED COMPANY; GLOBAL HIGH INCOME EQUITY FUND; RUSSELL EMERGING

MARKETS EQUITY FUND; ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND LLC; STICHTING

PENSIOENFONDS VAN DE NEDERLANDSCHE BANK N.V; MERCER GLOBAL EQUITY FUND; ISHARES BROAD

EMERGING MARKETS FUND; E V INTER (IRL) F PLC - E V INTER (IRL) P EMERGING M CORE F; ISHARES MSCI

BRAZIL UCITS ETF (ACC); SCOTTISH EPISCOPAL CHURCH UNIT TRUST POOL; ISHARES MSCI EMERGING

MARKETS LATIN AMERICA ETF; EMERGING MARKETS EQUITY OPPORTUNITIES FUND; FLOURISH

INVESTMENT CORPORATION; POWERSHARES S&P EMERGING MARKETS HIGH BETA PORTFOLIO;

PRAMERICA FIXED INCOME FUNDS PLC; PRIME SERIES SCHRODERS EM EQUITY FUND; MERCER EMERGING

MARKETS EQUITY FUND; EMERGING MARKETS ALPHA TILTS FUND; EMERGING MARKETS ALPHA TILTS

FUND B; EMERGING MARKETS OPPORTUNITIES LR FUND; WELLS FARGO BK D OF T ESTABLISHING INV F FOR

E BENEFIT TR; ALLIANCEBERNSTEIN DELAWARE BUSINESS TRUST - A I ALL-C P S; LVIP BLACKROCK

EMERGING MARKETS MANAGED VOLATILITY FUND; CORNERSTONE ADVISORS GLOBAL PUBLIC EQUITY

FUND; CULLEN EMERGING MARKETS HIGH DIVIDEND FUND; THE GOVERNING COUNCIL OF THE

SALVATION ARMY IN CANADA; ISHARES CORE MSCI EMERGING MARKETS ETF; ISHARES CORE MSCI TOTAL

INTERNATIONAL STOCK ETF; STATE STREET GLOBAL A LUX SICAV - SSGA E M SRI ENHANCED E F;

BLACKROCK GLOBAL INDEX FUNDS; THE GOVERNMENT OF HIS M THE S AND Y D-P OF BRUNEI

DARUSSALAM; EVTC CIT FOF EBP-EVTC PARAMETRIC SEM CORE EQUITY FUND TR; SSGA RUSSELL

FUNDAMENTAL GLOBAL EX-U.S. I N-L QP C TRUST F; THE GENERAL MOTORS CANADIAN HOURLY-RATE

EMPLOYEES PENSION PL; THE GENERAL MOTORS CANADIAN RETIREMENT PROGRAM FOR SALARIED;

ADVANCED SERIES TRUST - AST QMA EMERGING MARKETS EQUITY PORT; ORKNEY ISLANDS COUNCIL

PENSION FUND; STATE STREET C S (IR) LTD ON B O R INV IR LIMITED; WELLS FARGO EMERGING MARKETS

LARGE/MID CAP FUND; SCOTTISH WIDOWS INVESTMENT SOLUTIONS FUNDS ICVC- FUNDAMENTAL;

KAPITALFORENINGEN LAEGERNES PENSIONSINVESTERING, LPI A G III; KAPITALFORENINGEN LAEGERNES

PENSIONSINVESTERING, LPI AEM III; HARTFORD HEALTHCARE ENDOWMENT LLC; ADVANCED SERIES

TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFO; FTSE RAFI EMERGING INDEX NON-LENDABLE FUND;

RUSSELL TRUST COMPANY COMMINGLED EMPLOYEE BENEFIT FUNDS T; AMERICAN CENTURY

QUANTITATIVE EQUITY F,INC. - EMERGING M V F; PARAMETRIC EMERGING MARKETS CORE FUND; STATE

STREET IRELAND UNIT TRUST; FIDELITY GROUP TRUST FOR EMPLOYEE B P: F CONTRAFUND C P; FIDELITY

GROUP TRUST FOR EMPLOYEE B P: F GROWTH COMPANY C P; SPDR S&P EMERGING MARKETS FUND; KP

INTERNATIONAL EQUITY FUND; AQUILA EMERGING MARKETS FUND; AB SICAV I - EMERGING MARKETS

EQUITY PORTFOLIO; ALLIANZ GLOBAL INVESTORS FUND-ALLIANZ EM M EQ OPP; MRC PENSION SCHEME;

SSGA MSCI ACWI EX USA IMI SCREENED INDEX N-L C T F; SPDR MSCI EMERGING MARKETS QUALITY MIX ETF;

ALLIANCEBERNSTEIN CAP FUND, INC. - A E MARKETS CORE PORT; KAPITALFORENINGEN INVESTIN PRO,

GLOBAL EQUITIES I; EM BRAZIL TRADING 2 LLC; WELLINGTON MANAGEMENT PORTFOLIOS (LUXEMBOURG)

E M R E PORTF; BLACKROCK ASSET MANAGEMENT SCHWEIZ AG ON B OF BIFS E M E I F; MSCI EMERGING

MARKET EQUITY ESG SCREENED INDEX FUND B; STATE STREET GLOBAL EQUITY EX-US INDEX PORTFOLIO;

NEXTAM PARTNERS; ITAU FUNDS - LATIN AMERICA EQUITY FUND; INTERNATIONAL EXPATRIATE BENEFIT

MASTER TRUST; SEI INSTITUTIONAL INVESTMENTS TRUST- EMERGING MARKETS E FUND; WISDOMTREE

ISSUER PUBLIC LIMITED COMPANY; PAN-TRIBAL GLOBAL EQUITY FUND; SPDR MSCI ACWI LOW CARBON

TARGET ETF; ALLIANZ GLOBAL INVESTORS FUND - ALLIANZ BEST STYLES E M E; RUSSELL COMMON

CONTRACTUAL FUND; LATTICE EMERGING MARKETS STRATEGY ETF; JNL/OPPENHEIMER EMERGING

MARKETS INNOVATOR FUND; RUSSELL INVESTMENT COMPANY RUSSELL TAX-MANAGED INTERNATIONAL;

RUSSELL INVESTMENT MANAGEMENT LTD.AS T OF THE R M-A F E FUND; GOLDMAN SACHS TRUST II-

GOLDMAN SACHS MULTI-MANAGER G E FUND; BNYMTD RIVER AND MERCANTILE UK EQUITY LONG TERM

RECOVERY FUN; LAZARD EMERGING MARKETS EQUITY ADVANTAGE PORTFOLIO; STATE STREET EMERGING



MARKETS EQUITY INDEX FUND; ALLIANZ GLOBAL INVESTORS FUND-ALLIANZ BEST STYLES G AC EQ;

ROBECO UMBRELLA FUND I N.V.; FSS EMERGING MARKET EQUITY TRUST; AQR R.C. EMERGING EQUITY FUND,

L.P.; LEGG MASON EMERGING MARKETS DIVERSIFIED CORE ETF; DEUTSCHE X-TRACKERS FTSE EMERGING

ENHANCED BETA ETF; UNIVERSITY COURT OF THE UNIVERSITY OF EDINBURGH; WELLINGTON

MANAGEMENT PORTFOLIOS (LUX) IV S-G M-A T R PORT; ALLIANZ GLOBAL INVESTORS FUND - ALLIANZ GL

EMER MARK EQU DIV; THE MASTER TRUST BANK OF JAPAN, LTD. AS TR OF MTBJ400021589; THE MASTER

TRUST BANK OF JAPAN, LTD. AS TR OF MTBJ400021590; WISDOMTREE EMERGING MARKETS DIVIDEND FUND;

ARROWSTREET INTERNATIONAL EQUITY ACWI EX US TRUST FUND; LOS ANGELES CAPITAL GLOBAL FUNDS

PLC; AILTON COENTRO FILHO, AMARILIS PRADO SARDENBERG, BRASIL PLURAL AERIS FIA, BRASIL PLURAL

ENERPREV FUNDO DE INVESTIMENTO EM ACOES, BRASIL PLURAL FUNDO DE INVESTIMENTO DE ACOES,

BRASIL PLURAL INSTITUCIONAL FD DE INVESTIMENTO MULTIMERCADO, BRASIL PLURAL LONG & SHORT

PLUS FI EM ACOES, BRASIL PLURAL LONG BIASED FIA, BRASIL PLURAL MACRO FUNDO DE INVESTIMENTO

MULTIMERCADO, BRASIL PLURAL MULTIMANAGER BBDC FIM, BRASIL PLURAL PETROS - FUNDO DE

INVESTIMENTO EM ACOES, BRASIL PLURAL PREVIDENCIA MASTER FIM, BRASIL PLURAL RETORNO

ABSOLUTO FIM CP, BRASIL PLURAL XAVANTES FIA, FIM TAQUARI, GERDAU PREVIDENCIA FUNDO DE

INVESTIMENTO EM ACOES 02, HERTZ FIM PREVIDENCIARIO, NUCLEOS I BRASIL PLURAL FUNDO DE

INVESTIMENTO MULTIMERCADO, NUCLEOS III BRASIL PLURAL FUNDO DE INVESTIMENTO EM ACOES,

PITUBA FUNDO DE INVESTIMENTO EM ACOES, PLURAL BRAZIL (DE) LLC, PLURAL CAPITAL EQUITY HEDGE

FDO DE INVESTIMENTO MULTIMERCADO, CLAUDIA SAAD BENATI, MAURO AUGUSTO BENATI, CMEG BRASIL

I PARTICIPACOES LTDA, DENICIO BARBOSA MATOS, CARLOS LUIZ ZAPPAROLI, FABIANA ZAPPAROLLI, LUIZ

CARLOS ZAPPAROLI, PAULO CESAR ZAPPAROLI, EDSON EVANGELISTA ROSA, FAROL FUNDO DE

INVESTIMENTO EM ACOES, FRANKLIN VALOR E LIQUIDEZ FVL - FIA, TUCANO FIA PREVIDENCIARIO, PAULO

MASAGAO RIBEIRO, INTERFLOAT HZ CORRETORA DE CAMBIO, TITLS. VALS. MOBLS. LTDA., ROBERTO

LOMBARDI DE BARROS, IVAN WEDEKIN, ARNALDO DAVID CEZAR COELHO, LUIZ FERNANDO AZZONI, LUIZ

GONZAGA DE OLIVEIRA SIMOES, MARCO ANTONIO ORICCHIO BUENO GOVEA, MARCO AURELIO CHAVES,

OTAVIO YAZBEK, PAULO ALBERTO LEMANN, FABIO VINICIUS MUNIZ, ULISSES RICARDO MUNIZ, RENATO

MERCADANTE MORTARI, RICARDO PINTO NOGUEIRA, ALVARO AUGUSTO DE FREITAS VIDIGAL, ALVARO

AUGUSTO VIDIGAL, BANCO PAULISTA S/A, MARIA HELENA SOARES BAPTISTA CASTRO ALVES, NEY CASTRO

ALVES, PORTFOLIO BRAZIL LLC, CLARITAS LONG SHORT MASTER FIM, CLARITAS PRIVATE LONG SHORT FIM,

CLARITAS AÇÕES FUNDO DE INVESTIMENTO EM AÇÕES, PACIFICO LB MASTER FUNDO DE INVESTIMENTO

MULTIMERCADO, PACIFICO ACOES MASTER FIA, PACIFICO HEDGE MASTER FUNDO DE INVESTIMENTO

MULTIMERCADO, PACIFICO RV MASTER FIA, PACIFICO STR MASTER FIM, JGP EXPLORER MASTER FUNDO DE

INVESTIMENTO EM AÇÕES, JGP HEDGE MASTER FUNDO DE INVESTIMENTO MULTIMERCADO, JGP MAX

MASTER FUNDO DE INVESTIMENTO MULTIMERCADO, NORTHERN GATE LLC, NORMANDIA FIA, DOUGLAS

RAMOS DOS REIS DOS SANTOS, PORTO SEGURO SELECTA FI AÇÕES, PORTO SEGURO PREVIDÊNCIA PRIVADA

MASTER FI AÇÕES, PORTO SEGURO MÁSTER FI AÇÕES, PORTO SEGURO MASTER FI AÇÕES PREVIDENCIÁRIO,

AUDACE FUNDO DE INVESTIMENTO DE AÇÕES, BTG PACTUAL ABS INST PREVIDENCIA FUNDO DE

INVESTIMENTO EM AÇÕES, BTG PACTUAL ABSOLUTO INTITUCIONAL MASTER FUNDO DE INVESTIMENTO

DE AÇÕES, BTG PACTUAL ABSOLUTO LS MASTER FUNDO DE INVESTIMENTO DE AÇÕES, BTG PACTUAL

ABSOLUTO MASTER FUNDO DE INVESTIMENTO DE AÇÕES, BTG PACTUAL ANDRÔMEDA FUNDO DE

INVESTIMENTO DE AÇÕES, BTG PACTUAL EQUITY HEDGE FUNDO DE INVESTIMENTO MULTI MERCADO, BTG

PACTUAL HEDGE PLUS FUNDO DE INVESTIMENTO MULTI MERCADO, BTG PACTUAL ICATU SEG SELECT

PREVIDENCIA MULTI MERCADO FUNDO DE INVESTIMENTO PREVIDENCIARIO, BTG PACTUAL MULTI AÇÕES

FUNDO DE INVESTIMENTO DE AÇÕES, BTG PACTUAL MULTIMANAGER BBDC FUNDO DE INVESTIMENTO

MULTI MERCADO, BTG PACTUAL MULTISTRATEGIES ADVANCED FUNDO DE INVESTIMENTO

MULTIMERCADO, BTG PACTUAL PENSION FUNDO DE INVESTIMENTO DE AÇÕES PREVIDENCIARIO, BTG

PACTUAL PENSION MULTIMERCADO FUNDO DE INVESTIMENTO PREVIDENCIARIO, BTG PACTUAL PIPE

FUNDO DE INVESTIMENTO DE AÇÕES, FUNDO DE INVESTIMENTO DE AÇÕES BELLS, FUNDO DE

INVESTIMENTO MULTIMERCADO PREV 1, FUNDO DE INVESTIMENTO MULTIMERCADO UNIPREVI III, BTG

PACTUAL DIVIDENDOS MASTER FIA, BTG PACTUAL GLOBAL MASTER FIM CP-IE, BTG PACTUAL

MULTISTRATEGIES ADVANCED PLUS FIM, FI CAIXA BTG PACTUAL X 30 MM LP, GERDAU PREVIDENCIA FIA 5,

FIA AMIS, BTG PACTUAL ABSOLUTO PREVIDENCIA FIA, MARIA CELINA EXNER GODOY ISOLDI, ANA LUIZA

GODOY ISOLDI, NESTOR LOURENÇO DE CAMARGO , NASSIN KALILI, a. Filipe Rodrigues Alves Teixeira De Deus;

PORTO SEGURO SELECTA FI AÇÕES, PORTO SEGURO PREVIDÊNCIA PRIVADA MASTER FI AÇÕES, PORTO

SEGURO MÁSTER FI AÇÕES, PORTO SEGURO MASTER FI AÇÕES PREVIDENCIÁRIO, PACIFICO LB MASTER

FUNDO DE INVESTIMENTO MULTIMERCADO, PACIFICO ACOES MASTER FIA, PACIFICO HEDGE MASTER

FUNDO DE INVESTIMENTO MULTIMERCADO, PACIFICO RV MASTER FIA, PACIFICO STR MASTER FIM, a. André

Grunspun Pitta; AGENOR SILVA JUNIOR; ASSOCIACAO BOVESPA, a. Paulo Claver; BARTHE GOLDINGS LLC,



TYLER FINANCE LLC, BEWETT INTERNATIONAL LLC, CONSTELLATION FEEDER II INST FIA, CONTELLATION

MASTER FIA, a. Eduardo Rebelo Fontenelle Dumans; DANIEL SILVA CAVALCANTI; DYC FUNDO DE

INVESTIMENTO EM ACOES, TCEP FDO DE INVEST EM ACOES, ASCESE FUNDO DE INVESTIMENTO EM ACOES,

DYNAMO COUGAR FIA BDR NIVEL I, DYBRA FUNDO DE INVESTIMENTO EM ACOES - BDR NIVEL I, DYNAMO

BETON FUNDO DE INVESTIMENTO EM ACOES, DYNAMO BRASIL I LLC, DYNAMO BRASIL II LLC, DYNAMO

BRASIL III LLC, DYNAMO BRASIL V LLC, DYNAMO BRASIL VI LLC, DYNAMO BRASIL VIII LLC, DYNAMO BRASIL

IX LLC, KEMNAY DYBRA LLC, SAO FERNANDO IV FUNDO DE INVESTIMENTO EM ACOES, TNAD FUNDO DE

INVESTIMENTO EM ACOES, a. Kassyana Pinaud; FELIX SCHOUCHANA; HELIO DE JESUS LUCHESE; ISOLDI

PARTICIPACOES LTDA, a. Edson Da Silva; M SQUARE ALÍSIO FIA, M SQUARE BRAZIL VALUE LONG ONLY FUND

II LLC, MBV FIA, M SQUARE AÇÕES CSHG MASTER FIA, M SQUARE AÇÕES CSHG MASTER INSTITUCIONAL FIA,

NATO FIA - INVESTIMENTO NO EXTERIOR, YALE UNIVERSITY, a. Maurício Bittencourt; JOAQUIM DA SILVA

FERREIRA, FECAP EMPREENDIMENTOS E PARTICIPACOES S/C LTDA, MANOELA FERREIRA GOMES, a. André

Carvalho Ferreira; ONYX LATIN AMERICA EQUITY FUND

LP, a. Guilherme Vicente; PERFIN LONG SHORT MASTER FUNDO DE INVESTIMENTO MULTIMERCADO, PERFIN

FORESIGHT MASTER FUNDO DE INVESTIMENTO DE ACOES, PERFIN FORESIGHT MASTER FUNDO DE

INVESTIMENTO DE ACOES, PERFIN LLC, a. Paulo Ghedini; SABINO FICO; JOSE LUIZ GARCIA TALARICO, LUIZ

CARLOS GARCIA TALARICO, a. Jose Luiz Garcia Talarico; TEOREMA FUNDO DE INVESTIMENTO DE AÇÕES, a.

Pedro Lapenta; JOSE RAMON PORTELA BARREIRO; JOAO AUGUSTO PEREIRA DE QUEIROZ, a. Francisco Pereira De

Queiroz; CICERO AUGUSTO VIEIRA NETO; DANIEL SONDER; EDEMIR PINTO; EDUARDO REFINETTI GUARDIA;

ROBERTO AUGUSTO BELCHIOR DA SILVA; WALDEMAR LERRO JUNIOR; FERNANDA MARIA GUIMARAES DE

MELO FRANCO; FLAVIO SNELL, OTTO DOS SANTOS, ELITE CCVM LTDA, a. Otto Dos Santos; BRASIL CAPITAL

MASTER - FUNDO DE INVESTIMENTO EM ACOES, BRASIL CAPITAL MASTER - FUNDO DE INVESTIMENTO

MULTIMERCADO, BRASIL CAPITAL LONG BIASED MASTER FI EM ACOES, BRASIL CAPITAL LONG ONLY

MASTER FIA, BRASIL CAPITAL ACOES LONG ONLY MASTER FIA, a. Adriano Thiago; MANASLU LLC; LUIZ

EDUARDO DE PAULA.

I certify that these minutes conform with the original drawn up in the proper book.

Edemir Pinto

Secretary

FREE TRANSLATION

MERGER AND JUSTIFICATION AGREEMENT OF CETIP’S SHARES BY COMPANHIA SÃO

JOSÉ HOLDING, FOLLOWED BY THE MERGER OF COMPANHIA SÃO JOSÉ HOLDING BY

BM&FBOVESPA

The management of the companies qualified below, as well as the relevant companies qualified

below:

(a) BM&FBOVESPA S.A. – BOLSA DE VALORES, MERCADORIAS E FUTUROS, publicly held

company with head offices in the City of São Paulo, State of São Paulo, at Praça Antônio Prado, 48,

7th floor, Postal Code 01010-901, enrolled with the Brazilian National Taxpayer’s Registry

(“CNPJ/MF”) under No. 09.346.601/0001-25 (“BM&FBOVESPA”);

(b) CETIP S.A. – MERCADOS ORGANIZADOS, publicly held company with head offices in

the City of Rio de Janeiro, State of Rio de Janeiro, at Av. República do Chile, 230, 11th floor, Postal

Code 20031-919, enrolled with the CNPJ/MF under No. 09.358.105/0001-91 (“CETIP”); and

(c) COMPANHIA SÃO JOSÉ HOLDING (current corporate name of NETANYA

EMPREEENDIMENTOS E PARTICIPAÇÕES S.A.), privately owned company with head offices in

the City of São Paulo, State of São Paulo, at Praça Antônio Prado, 48, Postal Code 01010-901,

enrolled with the CNPJ/MF under No. 23.791.728/0001-84 (“Holding” and, along with

BM&FBOVESPA and CETIP, the “Parties” or “Companies”),

For the reasons and with the purposes further detailed herein, the Parties agree to enter into,

pursuant to articles 224 and 225 of Law No. 6.404/76, this merger agreement (“Merger

Agreement”) whose purpose is (a) the merger of CETIP’s shares into the Holding, whose shares are

on the present date (and will be on the date of approval of the merger of CETIP’s shares) all held by

BM&FBOVESPA, and (b) the subsequent merger of the Holding into BM&FBOVESPA, both of

which shall be submitted to approval of their relevant shareholders, convened in an extraordinary

general shareholders meeting, according to the following terms and conditions:

1. Description of the Transaction, Motivation or Purpose and Intention of the Companies.

1.1. The Companies’ shareholders will be asked to approve a corporate reorganization, whose steps

are detailed further below (“Transaction”), and that shall result: (a) in the ownership by

BM&FBOVESPA of all the shares issued by CETIP; and (b) assuming that the total common stock

of CETIP is represented, on the Date of Completion of the Transaction (as defined below), by

264,883,6101 common shares, ex-treasury shares, and subject to the provisions of Section 2, on the

receipt, by the shareholders of CETIP, for each share of common stock issued by CETIP that they

own in such date, of:

1 Estimated considering that on the Date of Consummation of the Transaction there will be 264,883,610

common shares of CETIP (considering a total of 262,978,823 shares, excluding 3,513,011 treasury shares and

including 5,417,798 shares deriving from the early vesting of stock option plans). The number of CETIP’s

outstanding shares may vary until the Date of Consummation of the Transaction.

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(a) a cash portion in local currency in the amount of R$30.75 (the “Original Reference Value of

the Cash Portion”), adjusted under the terms provided in this Merger Agreement (after

the adjustments, the “Redemption Value for Every Three Redeemable Preferred

Shares of the Holding”), to be paid in a lump sum, in a single installment, no later than

forty (40) days counted as of the day on which the fulfilment of the last of the conditions

listed in items 3.1(a), (b) and (c) is observed (“Financial Settlement Date”); and

(b) 0,8991 of a share of common stock issued by BM&FBOVESPA (“Reference Exchange

Ratio”), adjusted under the terms provided in this Merger Agreement (after the

adjustments, the “Final Amount of BM&FBOVESPA Shares for each Common Share

of the Holding”).

1.2. The Transaction shall comprise the following steps, all interdependent, and whose completion

shall be subject to the applicable corporate approvals and observance of the condition precedent

(condição suspensiva) referred to in item 3.1 below, provided that all the steps shall occur on the

same date:

(a) capital increase of the Holding, upon the issuance of 794,650,830 new common shares,

nominative and with no par value, which shall be fully subscribed and paid in by

BM&FBOVESPA, in local currency, until the Date of Completion of the Transaction, at the

total issuance price of at least R$7,920,019,939.00, of which a portion, to be defined in the

general meeting, shall be assigned to the creation of a capital reserve (“Capital Increase of

the Holding”);

(b) on the same date, as a subsequent and interdependent act of the Capital Increase of the

Holding, merger of the totality of the shares issued by CETIP by the Holding, by its

economic value, resulting in the issuance, by the Holding, in favor of the shareholders of

CETIP owners of the merged shares (“Shareholders of CETIP”), of common and

redeemable preferred shares issued by the Holding, provided that each common share

issued by CETIP shall be exchanged for 1 common share and 3 redeemable preferred shares

issued by the Holding (considering the the adjustments mentioned in item 2.1), pursuant to

item 4.1 (“Merger of CETIP’s Shares”). After the completion of the Transaction, CETIP

shall preserve its own legal identity and net worth, and no legal succession shall exist;

(c) on the same date, as a subsequent and interdependent act of the Merger of CETIP’s Shares,

redemption of the totality of the preferred shares issued by the Holding, upon payment, for

every 3 redeemed preferred shares issued by the Holding, of the Redemption Value for

Every Three Redeemable Preferred Shares of the Holding (“Redemption”). Once redeemed,

the preferred shares of the Holding shall be cancelled against the capital reserve; and

(d) on the same date, as a subsequent and interdependent act of the Redemption, merger of the

Holding by BM&FBOVESPA, by the book value of the Holding (already considered the

effects of the Capital Increase of the Holding, the Merger of CETIP’s Shares and the

Redemption), with the consequent extinction of the Holding and the succession, by

BM&FBOVESPA, of all of its assets, rights and obligations, with the consequent migration

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of the Shareholders of CETIP to the capital stock of BM&FBOVESPA (“Merger of the

Holding”).

1.2.1. Although the steps provided in item 1.2 occur subsequently to one another, all of them are

part of a single legal transaction, with the assumption that each of the steps will not be effective,

individually, without the other steps also being effective and having, in its entirety, been

implemented, which means that the Transaction shall not be partially approved at the general

meetings of the Companies or partially implemented.

1.3. It is sought, with the Transaction, the creation of a of a world-class market infrastructure

company, of high systemic importance, prepared to compete in an increasingly sophisticated and

challenging global marketplace, enhancing the security, solidity and efficiency of the Brazilian

market.

1.3.1. The combination of the activities of the Companies shall strengthen significantly the business

model of the combined entity, to the extent that it shall broaden the level of diversification of

revenues, allowing the financial institutions, custodians, indenture agents, resource managers and

brokers the consolidation of their processes and back-office systems and treasury, with significant

reduction of the costs and operational risks for the whole financial system, as well as gaining

efficiency in the interaction with the financial and capital markets oversight bodies.

1.3.2. Considering the complementarity of the Companies, their combination will be positive to

clients, participants of the market, investors and companies that need resources to invest or

financial instruments to manage their risks. The combination shall also result in greater capital

efficiency for clients, given the possibility of using OTC or exchange-traded derivatives in a same

central counterparty (CCP), together with other securities and financial assets.

1.3.3. As a result of the Transaction described herein, the number of outstanding shares of

BM&FBOVESPA shall be added to the number of shares issued in favor of the Shareholders of

CETIP after the merger of the Holding (to be determined by the formula described on Schedule 2.2.

on the Financial Settlement Date). In view of the nature of disperse control of BM&FBOVESPA and

CETIP, this new issuance should keep the liquidity of the shares of BM&FBOVESPA among the

most liquid shares of the Brazilian market. After the conclusion of the Transaction, CETIP shall no

longer be negotiated and its shareholders shall become holders of shares of BM&FBOVESPA,

observing the exchange ratio set forth in this Merger Agreement.

1.3.4. The pro forma financial information prepared in compliance with the third paragraph of

article 10 of the Normative Ruling CVM 565 already reflect the relevant changes in the financial

situation of BM&FBOVESPA and of CETIP occurred as of the presentation of the most recent

financial statements of the Companies until this date.

1.4. After the completion of the Transaction, the Companies shall continue to dedicate to its

activities, maintaining BM&FBOVESPA’s registry of publicly held company, and, considering the

necessary period to promote the integration of the businesses that the experience of

BM&FBOVESPA has demonstrated as essential, becoming CETIP a wholly-owned subsidiary of

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BM&FBOVESPA. CETIP’s registry as a publicly held company shall be kept after the Transaction

until further deliberation by BM&FBOVESPA. The shares issued by CETIP shall no longer be

negotiated in the segment of the Novo Mercado of BM&FBOVESPA upon completion of the

Transaction.

2. Calculation and Adjustments of the Exchange Ratio of CETIP-Holding, of the Redemption Value

for Every Three Redeemable Preferred Shares of the Holding and of the Final Amount of

BM&FBOVESPA Shares for each Common Share of the Holding

2.1. The exchange ratio of the shares issued by CETIP for common and preferred shares issued by

the Holding, deriving from the Merger of CETIP’s Shares shall be proportionally adjusted by any

and all stock splits, reverse stock splits and bonus issuances of shares of CETIP occurred as of

September 30, 2015. Split of shares of the Holding shall not impact the exchange ratio determined

in this Merger Agreement.

2.2. The (i) Redemption Value for Every Three Redeemable Preferred Shares of the Holding (to be

paid for every 3 shares of the Holding redeemed by means of the Redemption) and (ii) Final

Amount of BM&FBOVESPA Shares for each Common Share of the Holding (to be delivered to each

common share issued by the Holding deriving from the Merger of the Holding) shall be objectively

determined by the application of the formula provided in Schedule 2.2.

2.3. Regardless of the provisions set forth above and for the purposes of reference only, the

adjustments set forth in item 2.1 and the formulas set forth in Schedule 2.2 reflect the assumptions

listed below, provided that, in case there are differences between (i) certain interpretation of the

description below and (ii) the objective result of the formulas set forth in Schedule 2.2 and/or the

adjustments set forth in item 2.1 above, the description set forth below shall be disregarded, being

applicable solely the adjustments set forth in 2.1 and the formulas set forth in Schedule 2.2:

(a) The Original Reference Value of the Cash Portion will be subject to adjustment by the

variation in the CDI rate verified (a) between April 08, 2016 and the Financial Settlement

Date, including the last day. For purposes of this Merger Agreement, CDI rate shall mean

the interest of the interbank deposit certificate calculated by the daily average of the

interbank deposits referred to as “DI Rate – Extra Group Transactions” expressed as

annual percentage based on a year of 252 days published daily by CETIP.

(b) The Original Reference Value of the Cash Portion will be (i) reduced in the amount of any

dividends, interest on capital and other distributions declared and paid by CETIP between

November 4, 2015, and the date of determination the shareholder base (ex-date) up to the

Financial Settlement Date, including the last day; and (ii) deducted, if applicable, by the

amount of any withholding tax that may be due solely deriving from the Redemption.

(c) The Reference Exchange Ratio will be adjusted to reflect any dividends, interest on capital

and other distributions declared and paid by BM&FBOVESPA also between November 4,

2015, and the date of determination the shareholder base (ex-date) up to the Financial

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Settlement Date, including the last day (“BM&FBOVESPA’s Distributions”), so that the

product of (i) a new exchange ratio (“Distributions Adjusted Exchange Ratio”) and (ii)

the result of subtracting (x) R$11.40 minus (y) BM&FBOVESPA’s Distributions, is always

kept constant at R$10.25.

(d) Subject to the provisions set forth in item 2.1, the Reference Exchange Value, the

Distributions Adjusted Exchange Ratio and the Original Reference Value of the Cash

Portion shall also be adjusted for any and all stock splits, reverse stock splits, conversions,

repurchases, bonus issuances and stock issuances that may occur in respect to any of the

Companies as of April 8, 2016.

(e) For the purposes of the reduction in the Original Reference Value of the Cash Portion and

the determination of the Distribution Adjusted Exchange Ratio as per items (b), (c) and (d)

above, the following rules shall be observed: (a) the dividends, interest on capital and

other distributions declared and paid between November 4, 2015 and April 8, 2016 shall be

adjusted by the CDI as of the respective payment date until April 8, 2016, including the

last day; and (b) the dividends, interest on capital and other distributions declared and

paid as of April 8, 2016 until the Financial Settlement Date shall be adjusted to present

value by the CDI variation between the relevant payment date and April 8, 2016.

(f) BM&FBOVESPA declared distributions of R$ 0.1765 per share on November 13, 2015 and of

R$ 0.2525 per share on December 10, 2015. CETIP declared distributions of R$ 0.3326 per

share on November 4, 2015, of R$ 0.0994 per share on December 18, 2015, of R$ 0.3194 per

share on March 2, 2016 and of R$ 0.0843 per share on March 15, 2016.

(g) Considering that part of the payment regulated under the Transaction will be made by

means of BM&FBOVESPA’s shares, items (h) through (l) below describe additional

adjustment mechanisms for the Distribution Adjusted Exchange Ratio and the Original

Reference Value of the Cash Portion, designed to mitigate uncertainty about the value of

the Transaction.

(h) It has been established that the value to be received by the Shareholders of CETIP in

addition to the Original Reference Value of the Cash Portion shall not, in any

circumstance, be lower than R$11.25 (“Minimum Unit Value”) or higher than R$17.76

(”Maximum Unit Value”).

(i) For the purposes of the adjustment mechanisms established in items (j) through (l) below,

the value of a share of BM&FBOVESPA common stock will be calculated on the basis of

the average price for the 30 trading sessions prior to the date of the last of the approvals of

the Transaction listed in items 3.1(a), (b) and (c) (“Average Closing Price”).

(j) In case the product of the Distribution Adjusted Exchange Ratio times the Average Closing

Price per share of BM&FBOVESPA common stock is higher than the Maximum Unit

Value, the Original Reference Value of the Cash Portion will be maintained and the

Distribution Adjusted Exchange Ratio will be proportionally reduced (“Reduced

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Exchange Ratio”) so that the product of the Reduced Exchange Ratio multiplied by the

Average Closing Price is always the Maximum Unit Value;

(k) If the product of the Distribution Adjusted Exchange Ratio, multiplied by the Average

Closing Price, is lower than the Minimum Unit Value, the Original Reference Value of the

Cash Portion will be raised by an additional cash amount (“Additional Cash Amount”) to

be calculated as follows, subject to item (l) below: the Additional Cash Amount will

correspond to the amount required for the Minimum Unit Value to be obtained by adding

(x) the Distribution Adjusted Exchange Ratio multiplied by the Average Closing Price, and

(y) the Additional Cash Amount.

(l) The portion paid in local currency shall not, under any circumstances, exceed 85% of the

total amount due by BM&FBOVESPA in cash and in stocks to CETIP’s shareholders on the

Financial Settlement Date. Therefore, if by calculating the Additional Cash Amount and

adding it to the Original Reference Value of the Cash Portion adjusted by the distributions

and the CDI variation in accordance with items (a), (b), (d) and (e), the cash portion

corresponds to more than 85% of the total per CETIP’s share, then the Additional Cash

Amount will be limited to the amount required to keep the cash portion at the limit of 85%

of the total per CETIP’s share. In this case, the Distribution Adjusted Exchange Ratio will

be raised, such as, based on the new exchange ratio (“Increased Exchange Ratio”), the

result of R$11.25 per share will be reached by adding: (x) the Increased Exchange Ratio

multiplied by the Average Closing Price, and (y) the Additional Cash Amount.

3. Conditions Precedent and Completion of the Transaction.

3.1. Subject to the provisions set forth in item 3.2 below, the completion of the Transaction shall be,

pursuant to the terms of article 125 of the Brazilian Civil Code, subject to (“Conditions

Precedent”):

(a) the approval of the Transaction by the Economic Defense Administrative Council – CADE;

(b) the approval of the Transaction by the Brazilian Securities and Exchange Commission –

CVM, pursuant to the terms of its applicable rules; and

(c) the submission and analysis of the Transaction by the Central Bank of Brazil, pursuant to

the terms and limits of the applicable rules.

3.2. Once the Conditions Precedent are fulfilled, any of the Companies may communicate the

others of such fulfillment of the Conditions Precedent and the Companies shall disclose a notice to

the market indicating, at least, the date on which the Transaction shall be completed, including the

date on which the shares issued by CETIP will cease to be traded. This date, which shall

correspond to the 5th business day counted as of the fulfillment of the last Condition Precedent,

shall be the date of reference for the definition of the shareholders of CETIP that will receive the

shares issued by BM&FBOVESPA (“Date of Completion of the Transaction”).

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3.3. On the business day immediately prior to the Date of Completion of the Transaction, the board

of directors of BM&FBOVESPA shall meet to (i) certify, as objectively determined by the use of the

formulas included in Schedule 2.2, the Final Amount of BM&FBOVESPA Shares for each Common

Share of the Holding, which shares shall be issued as a result of the Merger of the Holding; and (ii)

register that the Transaction shall be completed as of the Date of Completion of the Transaction.

4. Exchange Ratio, Reference Date, Appraisal, Capital Increase and Right of Withdrawal

4.1. It is proposed that, as a result of the Merger of CETIP’s Shares, new common shares and new

redeemable preferred shares issued by the Holding be issued in favor of the shareholders of CETIP

(considering the adjustments mentioned in item 2.1), all nominative and with no par value, in

exchange for the common shares of CETIP held by them, in the ratio of 1 common share and 3

redeemable preferred shares issued by the Holding for every common share issued by CETIP

(considering the adjustments mentioned in item 2.1). Therefore, there is no need to regulate fraction

of shares in this step of the Transaction.

4.1.1. The new common shares issued by the Holding shall be entitled to the same rights and

privileges ascribed to the current common shares issued by the Holding and held by

BM&FBOVESPA and shall participate in the results of the fiscal year in course as of its issuance

date. The new preferred shares issued by the Holding will not have voting rights, shall have

priority in the repayment of capital in case of liquidation, without premium, and shall be

automatically redeemed on the Date of Completion of the Transaction, without need, therefore, for

special meeting, and shall be paid, for every 3 redeemed preferred shares issued by the Holding,

the Redemption Value for Every Three Redeemable Preferred Shares of the Holding (objectively

determined by the use of the formulas provided in Schedule 2.2).

4.1.2. There is no need to refer to the right of withdrawal of the shareholders that hold the shares

issued by CETIP that do not vote in favor of the Merger of CETIP’s Shares, that refrain from voting

or that do not attend the relevant extraordinary shareholders meeting, once CETIP does not fall

within the requirements of article 137, item II of Law No. 6.404/76 and article 9 of the Normative

Ruling CVM 565. Considering that, on the date of the extraordinary shareholders meeting of the

Holding that deliberates about the Merger of CETIP’s Shares, BM&FBOVESPA shall be the sole

shareholder of the Holding, there is also no need to refer to the right of withdrawal of the

shareholders of the Holding as a result of this step of the Transaction.

4.2. Immediately thereafter, it is proposed, as a result of the Merger of the Holding, the issuance, in

favor of the former shareholders of CETIP (at such moment already shareholders of the Holding),

new common shares issued by BM&FBOVESPA, all nominative and with no par value, in exchange

for the common shares issued by the Holding held by them. Then, for every common share issued

by the Holding, the Final Amount of BM&FBOVESPA Shares for each Common Share of the

Holding (objectively determined by the use of the formulas provided in Schedule 2.2) will be

issued, being the board of directors of BM&FBOVESPA responsible for recognizing and disclosing,

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pursuant to item 3.3 and the terms of this Merger Agreement, the exact number of shares actually

issued.

4.2.1. The eventual fractions of shares issued by BM&FBOVESPA deriving from the Merger of the

Holding shall be grouped into whole numbers in order to then be sold in a lump sum in the market

managed by BM&FBOVESPA after the completion of the Transaction, pursuant to the terms of the

notice to the shareholders timely disclosed. The amounts obtained in such sale shall be made

available liquid from fees to the former shareholders of CETIP that hold the relevant fractions,

proportionally to their stake in each share sold.

4.2.2. The new shares issued by BM&FBOVESPA shall be entitled to the same rights and privileges

assigned to the common shares issued by BM&FBOVESPA and shall participate in the results of the

fiscal year in course as of its issuance date.

4.2.3. Considering that, on the date of the extraordinary shareholders meeting of the Holding that

deliberates about its merger by BM&FBOVESPA, BM&FBOVESPA shall be the sole shareholder of

the Holding, there is also no need to refer to the right of withdrawal as a result of this step of the

Transaction.

4.3. The reference date of the Transaction shall be December 31, 2015 (“Reference Date”).

4.4. The management of BM&FBOVESPA, on behalf of BM&FBOVESPA and the Holding, has

engaged (a) KPMG Corporate Finance Ltda. (“KPMG”) to proceed with the appraisal and to

determine the economic value of the shares issued by CETIP that will be merged by the Holding,

already considering the effects of the Capital Increase of the Holding (“Appraisal Report of

CETIP’s Shares”); and (b) Apsis Consultoria e Avaliações Ltda. (“APSIS”) to proceed with the

appraisal and to determine the book value of the net equity of the Holding that will be transferred

to BM&FBOVESPA as a result of the Merger of the Holding, already considering the effects of the

Capital Increase of the Holding, of the Merger of CETIP’s Shares and of the Redemption

(“Appraisal Report of the Holding”). The Appraisal Report of CETIP’s Shares and the Appraisal

Report of the Holding form Schedule 4.4 of this Merger Agreement.

4.5. The Merger of CETIP’s Shares will result in the increase of the net equity of the Holding in an

amount supported by the Appraisal Report of CETIP’s Shares, part of which shall, in accordance

with the definition of the general meeting, be allocated for the creation of a capital reserve and the

balance allocated to the capital stock.

4.6. The Merger of the Holding shall result, in turn, in the increase of the net equity of

BM&FBOVESPA in amount equivalent to the portion of the net equity of the Holding that

corresponds to the investment of the shareholders of CETIP in the Holding, after the Redemption,

of which part shall be allocated to the capital stock of BM&FBOVESPA and part allocated to the

creation of a capital reserve in accordance with the definition of the general meeting. The shares

issued by the Holding that are held by BM&FBOVESPA at the time of the Merger of the Holding

shall be extinguished. The equity variations calculated as of the Reference Date until de date on

which the Merger of the Holding is completed shall be allocated to BM&FBOVESPA.

9

4.7. Notwithstanding that the exchange ratios have been negotiated between BM&FBOVESPA and

CETIP, independent parties, and that the right of withdrawal is not applicable, as mentioned in

item 4.2.3, BM&FBOVESPA, for informative purposes and considering that, on the date of the

Merger of the Holding, will be the controlling shareholder of the Holding, also requested KPMG

the prepare an appraisal report pursuant to article 264 of Law No. 6.404/76, to appraise both net

worth in accordance with the same criteria and on the same date, at market value (“Appraisal

Report of the Net Equity at Market Value”). The Appraisal Report of the Net Equity at Market

Value is attached as Schedule 4.7 of this Merger Agreement.

4.8. Pursuant to articles 227, paragraph 1 of Law No. 6.404/76, (i) the appointment of KPMG shall

be ratified by the General Shareholders Meeting of the Holding that deliberates on the Merger of

CETIP’s Shares, and (ii) the appointment of APSIS shall be submitted to ratification of the General

Shareholders Meeting of BM&FBOVESPA that deliberates on the Merger of the Holding.

4.9. KPMG and APSIS represent that (i) there is no conflict or community of interests, current or

potential, with the shareholders of the Companies, or, even, regarding the Merger of CETIP’s

Shares or the Merger of the Holding, as applicable; and (ii) the shareholders or managers of the

Companies have not directed, limited, made difficult or practiced any acts that have or may have

harmed the access, use or knowledge of the information, assets, documents or work methodology

relevant for the quality of their conclusions. KPMG and APSIS have been appointed for the works

described herein, considering the broad and notorious experience that both specialized companies

have in the preparation of appraisal reports of such nature.

4.10. BM&FBOVESPA and the Holding, as applicable, shall bear with all the costs related to the

engagement of KPMG and APSIS for the preparation of the Appraisal Report of CETIP’s Shares,

the Appraisal Report of the Holding and the Appraisal Report of the Net Equity at Market Value,

as applicable.

4.11. The management of BM&FBOVESPA and CETIP, individually, engaged the advice of

investment banks of international recognition to assist the relevant Board of Directors in the

informed decision making process regarding the financial parameters of the Transaction. Such

financial institutions have not indicated any conflict for the issuance of the support reports or

fairness opinions.

4.12. The management of BM&FBOVESPA and CETIP have also prepared the pro forma financial

information of the companies that subsist, as if such companies already existed, taking into account

the Reference Date, prepared in accordance with Law No. 6.404/76, and with the rules of the

Brazilian Securities and Exchange Commission and submitted to reasonable assurance by

independent auditor registered with the Brazilian Securities and Exchange Commission.

5. Corporate Approvals

5.1. The effectiveness of the Merger of Shares of CETIP, of the Redemption and of the Merger of the

Holding shall depend on the completion of the following acts, all interdependent and with its

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effects subject to the fulfillment of the Conditions Precedent, which shall all occur tentatively on the

same date:

(a) extraordinary general shareholders meeting of CETIP to, in this order, (i) approve the

waiver of the public offer for the acquisition of shares issued by CETIP, set forth in Article

88 of the Bylaws of CETIP within the scope of the Transaction; (ii) approve the Merger

Agreement; (iii) approve the Transaction; (iv) authorize the subscription, by its managers, of

the new shares to be issued by the Holding; and (v) in case CETIP has not obtained the

waiver by the debenture holders and always according to the provisions set forth in item

7.1.2(g), ensure, in the terms set forth by the first paragraph of article 231 of Law 6.404/76, to

CETIP’s debenture holders that wish, during the six-month term counted as of the date of

publishing of the minutes of the shareholders general meetings related to the Transaction,

the redemption of the debentures they own;

(b) extraordinary general shareholders meeting of the Holding to, in this order, (i) approve the

Increase in the Capital Stock of the Holding; (ii) approve the Merger Agreement; (iii) ratify

the appointment of KPMG; (iv) approve the Appraisal Report of CETIP’s Shares; (v)

approve the creation of a new class of preferred shares, according to item 4.1.1 above; (vi)

approve the Merger of CETIP’s Shares; (vii) approve the increase in the capital stock to be

subscribed and paid-in by the officers of CETIP, with the corresponding amendment to its

bylaws; (viii) approve the Redemption, with the corresponding amendment to its bylaws;

(ix) approve the Merger of Holding into BM&FBOVESPA; and (x) authorize the

subscription, by its officers, of the new shares to be issued by BM&FBOVESPA; and

(c) extraordinary general shareholders meeting of BM&FBOVESPA to, in this order, (i) approve

the investment, by BM&FBOVESPA, in an amount of at least R$7.920.019.939,00, upon the

subscription of new shares in the Holding,; (ii) approve the Merger Agreement; (iii) ratify

the appointment of APSIS; (iv) approve the Appraisal Report of the Holding; (v) approve

the Transaction; (vi) authorize the increase of the capital stock to be subscribed and paid in

by the managers of the Holding, with the following amendment to its bylaws (once the

Final Amount of BM&FBOVESPA’s Shares per Common Share of the Holding, according to

the objective determination by the application of the formula set forth in Schedule 2.2, and,

therefore, the final amount of BM&FBOVESPA’s shares to be issued as a result of the

Merger of the Holding); and (vii) approve the amendment to its bylaws, substantially in the

terms of Schedule 5.1(c), to, among other adjustments, (1) include an article setting forth the

existence of a corporate indemnification (supplemental to any D&O insurance policy cover),

according to the terms usually adopted to large size listed companies, applicable to the

management and to the employees that occupy managing positions, to offer complete

protection against direct damages that might be suffered, in the performance of their

professional duties, by the current and future managers of BM&FBOVESPA and of its

controlled companies, including CETIP, with the usual restrictions, (2) increase the

maximum number of members of the board of directors of BM&FBOVESPA, from 11 to 13

members, exceptionally until the general shareholders meeting that deliberates upon the

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financial statements of the fiscal year ending in December 31, 2018. The two new members

of the Board of Directors shall only be appointed after the obtaining of the regulatory

approvals for the Transaction before the applicable authorities, and shall be appointed by

the board of directors of CETIP among their current independent directors and/or statutory

officers, and approved by the Governance and Appointment Committee and by the board

of directors of BM&FBOVESPA (which can request the substitution of up to one of the

appointed members for another independent director or statutory officer of CETIP), and

submitted for the election by the General Shareholders Meeting of BM&FBOVESPA.

5.1.1. The management of the Companies shall employ their best efforts so that the general

shareholders meetings referred to above are held in the shortest term possible, in a way that that

the general shareholders meetings occur within the maximum term of 90 days counted as of the

date hereof.

6. Submission to the Government Authorities

6.1. BM&FBOVESPA shall submit the Transaction to the Brazilian Securities and Exchange

Commission, the Central Bank of Brazil and to CADE (“Governmental Authorities”), preferably

until May 2, 2016, which shall be conducted, actively and diligently, by the legal advisors

appointed by BM&FBOVESPA.

6.1.1. Regarding the submission to CADE, the term mentioned in item 6.1 above shall be

considered complied with by the presentation of the draft of the notice to CADE (with the

responses to the items of Schedule I of the Resolution CADE no. 2/2012) for preliminary assessment

by the General Superintendence of CADE.

6.2. For this purpose, CETIP undertakes to provide all the information reasonably necessary to

BM&FBOVESPA for such filling, as requested by BM&FBOVESPA. Among the necessary

information, confidential information and/or sensible commercial information shall be clearly

marked as such by CETIP so that they are exchanged solely by external counsels.

6.3. All costs and expenses related to the approval of the Transaction by the Governmental

Authorities shall be borne by BM&FBOVESPA, with the exception of expenses with the respective

counsels, which shall be borne by the Party that retains them, according to item 6.4 below.

6.4. At its discretion, CETIP can be represented by external counsel on the case records of the

Transaction notice to CADE or on the case records of the Transaction notice to the other

Governmental Authorities, provided that the representatives of CETIP shall always be invited to

participate of any and all interactions of BM&FBOVESPA relating to the approval process of the

Transaction before the Governmental Authorities with the appropriate prior notice to accomplish

such participation. However, by leading the notice, BM&FBOVESPA shall not need CETIP’s

approval for the submission of any pronouncements or information to the Governmental

Authorities. BM&FBOVESPA undertakes, nevertheless, to previously share with CETIP the

documents to be presented to the Governmental Authorities for knowledge and confirmation of the

12

exactitude of the information presented. In this last hypothesis, CETIP undertakes to confirm or

correct any information, as well as to present eventual comments that it believes to be pertinent for

the best defense of the companies’ interests before the Governmental Authorities, in a sufficient

expedite way to allow the fulfillment of deadlines which may be established by the authority.

6.5. Without the prior consent of BM&FBOVESPA, CETIP shall not make any contact with CADE

related to the Transaction. In case such contact may be deemed necessary, BM&FBOVESPA shall

have the opportunity to accompany and participate of such contact.

6.6. In case any Governmental Authorities imposes restrictions to the Transaction contemplated in

this Merger Agreement or demands the change of any of its terms or conditions, BM&FBOVESPA,

in case it believes that such restrictions or changes are not aligned with its best interests, can opt to

not conclude the Transaction, in which event, subject to the provisions set forth in the caput of item

7.6, the payment in item 7.6(a) shall be applicable.

6.6.1. BM&FBOVESPA shall be responsible for the negotiation of potential remedies/commitments

and for the preparation of any proposals of settlements with any Governmental Authority in the

context of the Transaction’s notification. In case, at any moment during the analysis of the

Transaction by any Governmental Authorities, the negotiation of remedies/commitments is

proposed, BM&FBOVESPA undertakes to promptly report the terms of the proposal presented to

CETIP. At its discretion, BM&FBOVESPA can accept or reject the terms proposed by the

Governmental Authorities. In the event of rejection by BM&FBOVESPA, the payment in item 7.6(a)

shall be applicable, subject to the provisions set forth in the caput of item 7.6.

6.6.2. In no event the remedies/commitments negotiated or imposed by the Governmental

Authorities shall modify the result of the exchange rate calculated according to the terms set forth

in this Merger Agreement, or shall mean the waiver to any right set forth herein, or shall modify

the obligations hereby undertaken by the parties.

7. Other Obligations

7.1. Until the date of completion of the Transaction, except if in any other way provided for in this

Merger Agreement or if necessary to the completion of the Transaction, the Companies shall

maintain the regular course of business and abstain from engaging in any acts that might, in any

manner, affect in a material way their business or transactions and, consequently, change, also in a

material manner, the balance of the exchange ratio hereby determined or, in addition, prevent or

create difficulties for the completion of the Transaction, provided that the Parties agree that from

May, 2016 the Deeds and Securities Unit of CETIP shall render its services at Alameda Xingu, 350,

City of Barueri, State of São Paulo.

7.1.1. Without prejudice to the provisions set forth in item 7.1, each Company hereby undertakes to,

until the date that the Transaction is completed:

13

(a) not to approve the filling, propose or take any measure for the request of judicial or

extrajudicial reorganization, the declaration of bankruptcy, the dissolution or liquidation

of each Company and/or its controlled companies; and

(b) keep in force the authorizations issued by the Central Bank of Brazil or by the Brazilian

Securities and Exchange Commission.

7.1.2. Additionally, and without prejudice to the provisions set forth in item 7.1, CETIP undertakes

to:

(a) until the Date of Completion of the Transaction, keep its Gross Indebtedness lower than the

equivalent of the sum of R$650,000,000.00 and US$300,000,000.00, considering that "Gross

Indebtedness" means, based on the quarterly consolidated financial statements of CETIP,

the sum of the balance of the consolidated debt of CETIP, including debt owed to natural

persons and/orlegal entities , such as loans, borrowings, financing, commercial leasing,

issuance of fixed rate securities, convertible or not, in the local and/or international markets,

co-obligations, sureties or guarantees;

(b) until the Date of Completion of the Transaction, not to dispose of fixed assets of whose

aggregated value is equal or higher than R$ 50,000,000.00;

(c) until the Date of Completion of the Transaction, not to dispose of or purchase any equity

interest or execute investment agreements, consortium agreements or joint ventures that

result in an aggregate investment equal or higher than R$ 50,000,000.00, except for eventual

capital increases involving the existing subsidiaries on the date hereof;

(d) not to surpass during the fiscal year of 2016 more than 10% of the amounts contained in the

budget, as approved by the board of directors of CETIP on March 2, 2016 intended for the

payroll and for the payment of benefits to the employees;

(e) not to issue new grants within the scope of the stock option plan of CETIP, except as to

comply with obligations already set forth in contracts;

(f) not to perform capital expenditures, during the fiscal year of 2016, except for the allocation

of employees’ hours, that surpasses in 20% the amounts contained in the budget for 2016, as

approved by the board of directors of CETIP on March 2, 2016;

(g) at the Date of Completion of the Transaction, have sufficientfinancial resources in cash to

keep the regular course of its business, as well as to pay the financial obligations that

eventually come to be owed due to the completion of the Transaction.

7.1.3. Additionally, and without prejudice to the provisions set forth in the caput of item 7.1,

BM&FBOVESPA undertakes to keep the company listed in the Novo Mercado segment and to

comply at all times with the obligation to keep a free float of 25% of its capital stock.

7.2. The exercise right of the stock options granted CETIP’s Stock Option Plans of 2009, 2010 and

2012 shall be anticipated as of the Date of Completion of the Transaction, and BM&FBOVESPA

hereby agrees that the balance of the unexercised stock options by the respective beneficiary of

14

CETIP before the Date of Completion of the Transaction shall, shall up to the Financial Settlement

Date , be cancelled by BM&FBOVESPA against payment, by BM&FBOVESPA to the respective

beneficiary of CETIP, of the corresponding amount in local currency, and the amounts paid in cash

shall be ascertained to this special purpose, based on the fair value of the options at the Date of

Completion of the Transaction. For the determination of the fair value of the options, it shall be

used the methodology adopted by BM&FBOVESPA in the cancelation of the balance of the options

issued in the scope of its stock option plan, which was object of the announcement to the market

released on February 4, 2015. BM&FBOVESPA shall propose to the respective beneficiaries that an

agreement is executed with the purpose to hold them indemnified in relation to potential

contingencies arising from the payments described in this item.

7.3. BM&FBOVESPA, considering the opinion of its external tax advisors, already adopted in a

previous case, according to which there is no capital gain subject to taxation in merger of shares

transactions, will not retain the alleged income tax over the common shares of the Holding to be

delivered to the non-resident shareholders of CETIP in the context of the Transaction.

Notwithstanding, BM&FBOVESPA declares, for all legal purposes, to be the sole responsible party

for eventual discussions (that BM&FBOVESPA believes to be groundless) over the applicability of

income tax over the alleged capital gain in transactions involving the merger of shares of non-

residents in the Merger of CETIP’s Shares, and, in this sense, undertakes to keep the management

of CETIP, as well as its shareholders and respective financial institutions that act as representatives

for tax purposes in Brazil (custodians), completely indemnified from any kind of losses in this

sense related to the tax issue presented herein, exclusively in connection to the Transaction.

7.4. The events described in this Merger Agreement, as well as the other matters submitted to the

Companies’ shareholders on the general shareholders meetings that deliberate upon the Merger

Agreement, are legal matters reciprocally dependent, so that it is an assumption that any matter

shall only be effective if the others are also effective.

7.5. BM&FBOVESPA, by this Merger Agreement, is co-obligated with the Holding in all obligations

involving the Holding in the Transaction and/or set forth in Merger Agreement, so that, once

corporate approvals for the Transaction are obtained, as provided in item 5.1, it is jointly liable with

the Holding regarding all payments eventually owed by the Holding in the terms of this Merger

Agreement, but especially in relation to the Redemption Value for Every Three Redeemable

Preferred Shares of the Holding.

7.6. Once all corporate approvals for the Transaction set forth in item 5.1 are obtained, in case the

Transaction is not completed:

(a) due to the lack of fulfillment of any of the Conditions Precedent set forth in items 3.1(a),

3.1(b) and 3.1(c) (except if for reason of non-compliance to the obligations set forth in

the Merger Agreement by CETIP, and as long as that breach has not been cured or

remedied by CETIP within 60 days counted as of the date of notice of the breach sent

by BM&FBOVESPA to CETIP for that purpose); or

15

(b) within 18 months counted as of the date of the last general shareholders meeting of the

Companies that approve the Transaction without its conclusion (except due to breach

of the obligations set forth in the Merger Agreement by CETIP, and as long as that

breach has not been cured or remedied by CETIP within 60 days counted as of the date

of notice of the breach sent by BM&FBOVESPA to CETIP for that purpose); or

(c) due to the breach of the obligations set forth in this Merger Agreement by BM&FBOVESPA

(and as long as that breach has not been cured or remedied by BM&FBOVESPA within

60 days counted as of the date of notice of the breach sent by CETIP to

BM&FBOVESPA for that purpose),

CETIP can consider the Transaction resolved and shall be entitled to the payment, by

BM&FBOVESPA, as a pre-fixed damages award, of R$ 250,000,000.00, payable in local currency in a

lump sum, within 30 days counted as of the notification of CETIP to BM&FBOVESPA in this sense,

and CETIP cannot demand any supplemental amount due to the non-completion of the

Transaction, as set forth in the sole paragraph of article 416 of the Brazilian Civil Code. The

payment of the amount referred above under no circumstance shall be cumulative.

7.7. Once the corporate approvals for the Transaction set forth in item 5.1 are obtained, and the

Transaction is not concluded due to the breach of the obligations set forth in this Merger

Agreement by CETIP (and provided that such breach is not cured or remedied by CETIP within 60

days counted as of the date of notice of the breach sent by BM&FBOVESPA to CETIP for that

purpose), BM&FBOVESPA can deem the Transaction as resolved and demand damages from

CETIP to be ascertain by the arbitral procedure set forth in Section 9.

7.8. In addition to the provisions set forth in Sections 7.6 and 7.7, no other indemnity demand shall

be brought from all Parties in relation to the provisions set forth in this Merger Agreement.

7.9. A BM&FBOVESPA, in relation to itself and to the Holding, and CETIP, in relation to itself,

represent and warrant reciprocally the following:

(a) CETIP and BM&FBOVESPA are public companies, duly incorporated and validly existing

in accordance with the laws of the Federal Republic of Brazil. The Holding is a corporation,

duly incorporated and validly existing in accordance with the laws of the Federal Republic

of Brazil, without any operations or liabilities.

(b) In their best knowledge, on the date hereof, there is no impediment to the completion of the

Transaction and compliance with the provisions set forth in this Merger Agreement, except

if otherwise regulated in this Merger Agreement.

(c) On the date hereof:

(i) The capital stock of BM&FBOVESPA is represented exclusively by 1.815.000.000

common shares, all paid-in, and there is no contract or security of its issuance that

16

gives rights to its subscription, except for the obligations arising out of the restrictive

stock plan disclosed in the Information Form of BM&FBOVESPA.

(ii) The capital stock of CETIP is represented exclusively by 262.978.823 common shares,

all paid-in, and there is no contract or security of its issuance that gives rights to its

subscription, except for the obligations arising out of the stock plan disclosed in the

Information Form of CETIP.

(iii) The capital stock of the Holding is represented exclusively by 1.200 common shares,

all paid-in, and there is no contract or security of its issuance that gives rights to its

subscription by any other person that is not BM&FBOVESPA.

(d) Their respective audited financial statements with the reference date of December 31, 2015

and, in relation to BMFBOVESPA and CETIP, their most recent Information Form

(Formulário de Referência), as filled and available at the Brazilian Securities and Exchange

Commission’s website, adequately reflects, on the date hereof, in all relevant aspects, the

best understanding of the managers of each Company about its business, as demanded by

the applicable laws.

7.10. The Companies and their respective managers undertake to comply with all terms set forth in

this Merger Agreement, so that their respective officers are authorized to take all and any necessary

measures for the implementation of the Transaction.

8. General Dispositions

8.1. Once the Transaction is approved, the managers of BM&FBOVESPA shall practice all necessary

acts for the implementation of the Merger of the Holding, including the cancellation of the

registration of the Holding before the competent federal, state and municipal authorities, as well as

the maintenance of the accounting books of the Holding for the legal term.

8.2. The applicable documentation shall be at the disposal of the Companies’ shareholders in the

respective headquarters as of the date of the call notice to the Extraordinary General Shareholders

Meetings of the Companies, and/or, as applicable, on the Investor Relations website of CETIP

(www.cetip.com.br/ri) and on BM&FBOVESPA’s (www.bmfbovespa.com.br/ri), as well as on the

Securities and Exchange Commission’s and on BM&FBOVESPA – Bolsa de Valores, Mercadorias e

Futuros’s websites.

8.3. Except if otherwise provided in this Merger Agreement, the costs and expenses incurred with

the Transaction shall be borne by the Party that incurs in them (provided that BM&FBOVESPA

may bear the costs and expenses incurred by the Holding), including the expenses related to the

fees of their respective advisors, auditors, appraisers and counsels.

8.4. This Merger Agreement may only be amended by a written agreement executed the by Parties.

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

17

8.5. The potential declaration by any court of the nullity or ineffectiveness of any covenants

contained in this Merger Agreement shall not affect the validity and effectiveness of the other

provisions, which shall be entirely fulfilled, undertaking the Companies to endeavor their best

efforts to adjust the provisions in order to obtain the same effect of the covenant that was declared

null and void.

8.6. The lack or delay of any of the Companies to exercise any of its rights set forth in this Merger

Agreement shall not be considered a waiver or novation and shall not affect the subsequent

exercise of such right. Any waiver shall only produce effects if specifically granted and in writing.

8.7. This Merger Agreement is irrevocable and irreversible, and the obligations undertaken by the

Companies herein are and also binding against their successors for any effect.

8.8. Any rights and obligations set forth in this Merger Agreement may not be assigned without the

previous and express written approval of the Companies.

8.9. This Merger Agreement, which is executed in the presence of two witnesses, constitutes an

extrajudicial execution title in the form of the applicable civil procedure law , for all legal effects.

The Companies acknowledge that (i) this Merger Agreement constitutes an extrajudicial execution

title for any and all purposes and effects of the Brazilian Civil Procedure Code; and (ii) is subject to

the specific performance in the form of the applicable law.

9. Applicable Law and Dispute Resolution

9.1. This Merger Agreement shall be interpreted and governed by the laws of the Federative

Republic of Brazil.

9.2. It is expressly agreed that all disputes, controversies and/or complaints arising from this

Merger Agreement or in any way related to it, including to its implementation, negotiation,

interpretation, existence, validity, effectiveness , execution, violation or termination among the

Parties and/or their successors at any account (“Disputes”) shall be submitted to arbitration, to be

administered by the Market Arbitration Chamber of BM&FBOVESPA (Câmara de Arbitragem do

Mercado, “CAM”), except if CETIP exercises its option to submit the arbitration to the Brazil-

Canada Chamber of Commerce (Câmara de Comércio Brasil Canadá, “CCBC”).

9.2.1. CETIP shall exercise its option to submit the arbitration to the administration of CCBC by the

filing of the arbitration request before CCBC to settle any Disputes. If BM&FBOVESPA initiates an

arbitral proceeding before CAM before CETIP has filed the arbitration request before CCBC, and

CETIP wishes to exercise its option to submit the arbitration to CCBC, CETIP shall file the

arbitration request with the CCBC before the end of the term to present its response to the

arbitration request filed BM&FBOVESPA before CAM. In case CETIP does not exercise its right

within the applicable term, the Parties agree that the arbitration initiated by BM&FBOVESPA shall

proceed before CAM. In case CETIP exercises its option within the applicable term,

BM&FBOVESPA shall cancel its request for arbitration before CAM and submit its claims to CCBC

18

within the scope of the arbitral proceeding initiated by CETIP. In this last scenario, the Parties shall

share in equal parts all the costs and expenses incurred by BM&FBOVESPA before CAM.

9.2.2. BM&FBOVESPA agrees that, in case CETIP exercises the option to submit the arbitration to

the administration of CCBC, in substitution of CAM, CCBC shall be for all legal purposes the

arbitration chamber elected and chosen by the Parties to settle any Disputes.

9.2.3. In any case, the arbitration procedure shall be conducted in accordance to the rules defined in

the arbitration rules of CAM or CCBC as applicable (“Rules”), valid as of the date of the of the

arbitration request, with the exceptions set forth herein, and in accordance with the applicable law,

specially Law no. 9.307 of September 23, 1996 (“Arbitration Law”).

9.2.4. The arbitration shall be conducted by three arbitrators (“Arbitration Tribunal”) to be

appointed according to the Rules. In case any of the three arbitrators is not appointed within the

term provided for in the Rules, CAM, or CCBC, as applicable, shall be responsible for appointing

him/her/them, according to the Rules. Any and all controversy relating to the appointment of the

arbitrators by the Parties, as well as the choice of the third arbitrator, shall be settled by CAM, or by

CCBC, as applicable. The Parties, by mutual agreement, waive the application of the provision

contained in the Rules that limits the choice of co-arbitrators or of the president of the arbitration

tribunal to the list of arbitrators of CAM, or of CCBC, as applicable.

9.2.5. The arbitration shall take place in the City of São Paulo, State of São Paulo, Brazil, where the

final arbitral award shall be issued, and shall be conducted in Portuguese. The Arbitration Tribunal

shall judge the merit of the Dispute according to the applicable Brazilian law, being expressly

forbidden the judgment by equity.

9.2.6. Before the constitution of the Arbitration Tribunal, the Parties may claim provisional and

urgent remedies to the Courts. After its constitution, the Arbitration Tribunal may grant

injunctions, temporary and definitive remedies that it deems appropriate, including those aimed at

the specific performance of the obligations set forth in this Merger Agreement, as well as keep,

modify and/or revoke the injunctions previously granted by the Courts. Any order, decision,

determination or award issued by the Arbitration Tribunal shall be final and binding to the Parties

and their successors, which expressly waive the right to any appeals. The arbitral award shall be

executed before any judicial authority with jurisdiction over the Parties and/or their assets.

9.2.7. Injunctions, as well as lawsuits for the enforcement and compliance of awards suits, when

applicable, may be requested , at the interested party’s discretion, (i) in the city where the

headquarters or the assets of any of the Parties are located; or (ii) in the City of São Paulo, State of

São Paulo, Brazil. For any other judicial measures allowed by Law 9.307/96, the Parties hereby elect

the courts of the City of São Paulo, State of São Paulo, Brazil. The request for any judicial measures

allowed by Law 9.307/96 shall not be considered as a waiver of the rights set forth in this clause or

of the arbitration as the sole method to resolve the Dispute among the Parties.

19

9.2.8. In case two or more Disputes arise and are resulting or related to this Merger Agreement

and/or other instruments executed between the Parties, their settlement may occur by means of a

sole arbitral proceeding according to the provisions set forth in the Rules. Before the execution of

the Arbitration Term, CAM, or the CCBC, as applicable, shall be responsible for consolidating,

according to the Rules, the arbitral proceeding with any other pending arbitral proceeding that

involves the settlement of Disputes arising out of or related to this Merger Agreement and/or other

instruments executed by the Parties. After the execution of the Arbitration Term, the Arbitration

Tribunal may consolidate simultaneous arbitral proceedings based on Disputes arising out of or

related to this Merger Agreement and/or to other instruments executed by the Parties, provided

that (i) such proceedings are related to the same legal connection; (ii) their arbitral provisions are

compatible; and (iii) the consolidation does not result in damages to one of the Parties. The first

arbitral tribunal constituted shall have the authority for the consolidation. The decision to

consolidate shall be final and binding over all Parties involved in the Disputes and arbitral

proceedings related to the order of consolidation.

9.2.9. Each Party shall bear the costs and expenses that it causes during the arbitration, including

the fees of its attorneys and technical assistants and the Parties shall apportion in equal parts the

costs and expenses advanced to CAM, or to CCBC, as applicable, or whose cause cannot be

attributed to one of the Parties, according to the Rules. The Arbitration Tribunal, in the arbitral

award shall attribute to the losing Party, or to both Parties in the proportion that their claims have

not been recognized, the final responsibility for the proceeding’s cost, including the legal fees borne

by the defeated party, as arbitrated by the Arbitration Tribunal.

9.3. The Parties undertake not to disclose (and not to allow the disclosure) of the existence and the

content of the arbitration procedure, including any information that come to their knowledge and

any documents presented in the arbitration procedure, that are not, otherwise , of public

knowledge, any evidence and materials produced in the arbitration procedure and any decisions

issued in the arbitration procedure, except if and only to the extent that (i) the obligation to disclose

such information is provided by law, (ii) the disclosure of such information is requested by a

governmental authority or determined by the courts; (iii) such information becomes of public

knowledge by any other means not related to the disclosure by the Parties and their affiliates; or

(iv) the disclosure of such information results from the appeal to the courts in the events provided

for in the Arbitration Law. Any and all disputes related to the confidentiality obligation shall be

settled by the Arbitration Tribunal in a final and binding manner.

9.4. The Holding is expressly bound by this arbitration clause for all legal purposes.

(remaining of this page left intentionally blank)

20

(signature page of the Merger Agreement)

In witness hereof, the management of the Companies execute this Merger Agreement in 4 (four)

counterparts, in the presence of the undersigned witnesses.

São Paulo, April 15, 2016.

Management of


DIRECTORS

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

21


Management of


OFFICERS

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

22


Management of

CETIP S.A. – MERCADOS ORGANIZADOS

DIRECTORS

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

23


Management of


OFFICERS

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

_____________________________________

Name:

24


Management of

COMPANHIA SÃO JOSÉ HOLDING

OFFICERS

_____________________________________

Name:

_____________________________________

Name:

25



_____________________________________

Name:

Position:

_____________________________________

Name:

Position:

26



_____________________________________

Name:

Position:

_____________________________________

Name:

Position:

27


COMPANHIA SÃO JOSÉ HOLDING

_____________________________________

Name:

Position:

_____________________________________

Name:

Position:

Witnesses:

1. ___________________________________

Name:

RG:

CPF:

2. ___________________________________

Name:

RG:

CPF:

28

SCHEDULE 2.2

Calculation of the Redemption Value for Every Three Redeemable Preferred Shares of the

Holding and of Final Amount of BM&FBOVESPA Shares for each Common Share of the

Holding

1. DEFINITION OF VARIABLES

R$30,75 = ORIGINAL AMOUNT OF REFERENCE FOR THE CASH PORTION FOR

EACH THREE REDEEMABLE PREFERRED SHARES OF THE HOLDING

D1 =

ORIGINAL AMOUNT OF REFERENCE FOR THE CASH PORTION

ADJUSTED FOR DISTRIBUTIONS AND WITHOLDING TAXES ON THE

DATE OF LIQUIDATION

D2 =

ORIGINAL AMOUNT OF REFERENCE FOR THE CASH PORTION

ADJUSTED FOR DISTRIBUTIONS, WITHOLDING TAXES ON THE

DATE OF LIQUIDATION, REPURCHASES AND ISSUANCES FOR EACH

THREE REDEEMABLE PREFERRED SHARES OF THE HOLDING

D3 =

ADDITIONAL CASH AMOUNT AS A PROTECTION TO THE DROP OF

THE PRICE OF BVMF3 SHARES FOR EACH THREE REDEEMABLE

PREFERRED SHARES OF THE HOLDING

0,8991 = REFERENCE EXCHANGE RATE (BVMF3 SHARES PER COMMON

SHARE OF THE HOLDING)

R$11,40 = REFERENCE PRICE OF BVMF3 FOR THE DETERMINATION OF THE

REFERENCE EXCHANGE RATE

Q1 = EXCHANGE RATE ADJUSTED FOR DISTRIBUTIONS (BVMF3 SHARE

PER COMMON SHARE OF THE HOLDING)

Q2 =

EXCHANGE RATE ADJUSTED FOR DISTRIBUTIONS, REPURCHASES

AND ISSUANCES (BVMF3 SHARES PER COMMON SHARE OF THE

HOLDING)

Q3 = REDUCED EXCHANGE RATE (BVMF3 SHARES PER COMMON SHARE

OF THE HOLDING)

Q4 = INCREASED EXCHANGE RATE (BVMF3 SHARES PER COMMON

SHARE OF THE HOLDING)

29

R$10,25 = REFERENCE AMOUNT OF EACH COMMON SHARE OF THE

HOLDING

R$11,25 = MINIMUM UNIT AMOUNT PER COMMON SHARE OF THE HOLDING

R$17,76 = MAXIMUM UNIT AMOUNT PER COMMON SHARE OF THE HOLDING

CDITt0,T = CDI RATE ACCUMULATED BETWEEN t0 AND T

t0 = 04/08/2016 = DATE OF THE APPROVAL OF THE TRANSACTION BY THE BOARDS

OF DIRECTORS

t1 = DATE OF THE APPROVAL OF THE TRANSACTION BY THE GENERAL

SHAREHOLDERS MEETINGS

T = DATE OF THE FINANCIAL LIQUIDATION OF THE TRANSACTION

PROVBVMF,11/04,t0 =

PRESENT VALUE ON t0 OF THE DISTRIBUTIONS PER SHARE

DECLARED AND PAID BY BM&FBOVESPA BETWEEN 11/04/15 AND t0

UPDATED BY THE CDI RATE ACCUMULATED BETWEEN THE DATE

OF PAYMENT AND t0

PROVBVMF,t0,T =


DECLARED AND PAID BY BM&FBOVESPA BETWEEN t0 AND T

DISCOUNTED AT THE CDI RATE ACCUMULATED BETWEEN t0 AND

THE DATE OF PAYMENT

PROVCETIP,11/04,t0 =


DECLARED AND PAID BY CETIP BETWEEN 11/04/15 AND t0


OF PAYMENT AND t0

PROVCETIP,t0,T =


DECLARED OR PAID BY CETIP BETWEEN t0 AND T DISCOUNTED AT

THE CDI RATE ACCUMULATED BETWEEN t0 AND THE DATE OF

PAYMENT

IMPT = WITHOLDING TAX AT THE LIQUIDATION DATE

PM =

AVERAGE PRICE OF CLOSING OF BVMF3 CALCULATED IN THE 30

(THIRTY) STOCK FLOOR TRADINGS BEFORE THE DATE OF

OBTAINING OF THE LAST APPROVAL OF THE TRANSACTION BY

THE COMPETENT AUTHORITIES, PROVIDED THAT THE PRICES OF

BVMF3 SHARES SHALL BE ADJUSTED FOR A LOWER AMOUNT IN

CASE THE BVMF3 SHARE BEGINS TO BE NEGOTIATED EX-

30

DIVIDENDS WITHIN THE REFERRED MEASURING TERM. THE

ADJUSTMENTS REFERRED ABOVE SHALL BE MADE ONLY IN THE

PRICE OF THE STOCK FLOOR TRADINGS BEFORE THE DATE IN

WHICH BVMF3 BEGINS TO BE NEGOTIATED EX-DIVIDENDS, IN A

WAY THAT THE AVERAGE OF THE PRICES OBSERVED IN THE 30

(THIRTY) STOCK FLOOR TRADINGS BE REPRESENTATIVE OF A

PRICE PER SHARE EX-DIVIDEND.

264.883.610 = REFERENCE NUMBER OF CETIP SHARES

1.782.094.906 = REFERENCE NUMBER OF BVMF3 SHARES

NUMRCETIP = NUMBER OF CETIP SHARES REPURCHASED BETWEEN 09/30/2015

AND T

NUMRBVMF = NUMBER OF BVMF SHARES REPURCHASED BETWEEN 09/30/2015

AND T

NUMECETIP =

NUMBER OF CETIP SHARES ISSUED BETWEEN 09/30/2015 AND T,

EXCLUDING THE CETIP SHARES ISSUED DUE TO THE STOCK

OPTION PROGRAMS EXISTING ON 09/30/2015

NUMEBVMF = NUMBER OF BVMF SHARES ISSUED BETWEEN 09/30/2015 AND T

RECOMPCETIP,09/30,t0 =

PRESENT VALUE ON t0 OF THE REPURCHASES OF THE CETIP

SHARES (REPURCHASE PRICE MULTIPLIED BY THE NUMBER OF

REPURCHASED SHARES) MADE BETWEEN 09/30/2015 AND t0


OF REPURCHASE AND t0

RECOMPCETIP,t0,T =

PRESENT VALUE ON t0 OF THE REPURCHASES OF CETIP SHARES

(REPURCHASE PRICE MULTIPLIED BY THE NUMBER OF

REPURCHASED SHARES) MADE BETWEEN t0 AND T DISCOUNTED

AT THE CDI RATE ACCUMULATED BETWEEN t0 AND THE DATE

REPURCHASE

RECOMPBVMF,09/30,t0 =

PRESENT VALUE ON t0 OF THE REPURCHASES OF BVMF3 SHARES


REPURCHASED SHARES) MADE BETWEEN 09/30/2015 AND t0


OF REPURCHASE AND t0

RECOMPBVMF,t0,T = PRESENT VALUE ON t0 OF THE REPURCHASES OF BVMF3 SHARES


REPURCHASED SHARES) MADE BETWEEN t0 AND T DISCOUNTED

31

AT THE CDI RATE ACCUMULATED BETWEEN t0 AND THE DATE OF

REPURCHASE

EMISCETIP,09/30,t0 =

PRESENT VALUE ON t0 OF THE ISSUANCE OF SHARES CETIP (ISSUE

PRICE MULTIPLIED BY THE NUMBER OF ISSUED SHARES) MADE

BETWEEN 09/30/2015 AND t0 UPDATED BY THE CDI RATE

ACCUMULATED BETWEEN THE ISSUANCE DATE AND t0,



EMISCETIP,t0,T =

PRESENT VALUE ON t0 OF THE ISSUANCE OF SHARES CETIP (ISSUE


BETWEEN t0 AND T DISCOUNTED AT THE CDI RATE

ACCUMULATED BETWEEN t0 AND THE ISSUANCE DATE,



EMISBVMF,09/30,t0 =

PRESENT VALUE ON t0 OF THE ISSUANCE OF SHARES BVMF (ISSUE


BETWEEN 09/30/2015 AND t0 UPDATED BY THE CDI RATE

ACCUMULATED BETWEEN THE ISSUANCE DATE AND t0

EMISBVMF,t0,T =

PRESENT VALUE ON t0 OF THE ISSUANCE OF SHARES BVMF (ISSUE


BETWEEN t0 AND T DISCOUNTED AT THE CDI RATE

ACCUMULATED BETWEEN t0 AND THE ISSUANCE DATE

DL1 = AMOUNT OF THE REDEMPTION FOR EACH THREE REDEEMABLE

PREFERRED OF THE HOLDING

QL1 = FINAL AMOUNT OF BM&FBOVESPA SHARES PER COMMON SHARE

OF THE HOLDING

2. DETERMINATION OF THE ADJUSTMENTS AS A RESULT OF DISTRUBUTIONS

2.1. DISTRIBUTION PAYMENTS BY CETIP:

D1 = R$30.75 - PROVCETIP,11/04,t0 - PROVCETIP,t0,T - IMPT

2.2. DISTRIBUTION PAYMENTS BY BM&FBOVESPA:

Q1 = R$10.25 / (R$11.40 – PROVBVMF,11/04,t0 - PROVBVMF,t0,T)

32

3. DETERMINATION OF THE ADJUSTMENTS FOR REPURCHASES AND ISSUANCE

OF SHARES

3.1. REPURCHASES AND ISSUANCES OF BM&FBOVESPA SHARES:

Q2 = [(1,782,094,906 - NUMRBVMF + NUMEBVMF) x PM + RECOMPBVMF,09/30,t0 +

RECOMPBVMF,t0,T - EMISBVMF,09/30,t0 - EMISBVMF,t0,T] / 1,782,094,906 x Q1 / PM

3.2. REPURCHASES AND ISSUANCE OF CETIP SHARES:

IF: (I) Q2 x PM > R$11.25 AND (II) Q2 x PM < R$17.76 (BOTH CONDITIONS (I) AND (II)

VERIFIED TOGETHER)

THEN:

D2 = D1 + [(D1 + Q2 x PM) x 264,883,610 - RECOMPCETIP,09/30,t0 - RECOMPCETIP,t0,T + EMISCETIP,09/30,t0 +

EMISCETIP,t0,T] / [264,883,610 - NUMRCETIP + NUMECETIP] - (D1 + Q2 x PM)

IF: Q2 x PM > R$17.76

THEN:

D2 = D1 + [(D1 + R$17.76) x 264,883,610 - RECOMPCETIP,09/30,t0 - RECOMPCETIP,t0,T + EMISCETIP,09/30,t0 +

EMISCETIP,t0,T] / [264,883,610 - NUMRCETIP + NUMECETIP] -(D1 + R$17.76)

IF: Q2 x PM < R$11.25

THEN:

D2 = D1 + [(D1 + R$11.25) x 264,883,610 - RECOMPCETIP,09/30,t0 - RECOMPCETIP,t0,T + EMISCETIP,09/30,t0 +

EMISCETIP,t0,T] / [264,883,610 - NUMRCETIP + NUMECETIP] -(D1 + R$11.25)

4. DETERMINATION OF THE AMOUNTS ON THE LIQUIDATION DATE

4.1. HYPOTHESIS IN WHICH THE PROTECTION MECHANISMS ARE NOT USED:

IF: (I) Q2 x PM > R$11.25 AND (II) Q2 x PM < R$17.76 (BOTH CONDITIONS (I) AND (II)

VERIFIED TOGETHER)

THEN:

DL1 = D2 x (1+ CDITt0,T)

QL1 = Q2

4.2. HYPOTHESIS IN WHICH THE PRICE INCREASE PROTECTION IS USED

33

SE: Q2 x PM > R$17,76

THEN:

DL1 = D2 x (1+ CDITt0,T)

QL1 = Q3 = R$17.76 / PM

4.3. HYPOTHESIS IN WHICH THE PROTECTION AGAINST THE PRICE DROP IS USED

IF: (I) Q2 x PM < R$11.25 AND (II) [D2 x (1+ CDITt0,T) + (R$11.25 – Q2 x PM)] <= 0.85 x [D2

x (1+ CDITt0,T) + R$11.25] (BOTH CONDITIONS (I) AND (II) VERIFIED TOGETHER)

THEN:

D3 = R$11.25 – Q2 x PM

DL1 = D2 x (1+ CDITt0,T) + D3

QL1 = Q2

IF: (I) Q2 x PM < R$11.25 AND (II) [D2 x (1+ CDITt0,T) + [(R$11.25 – Q2 x PM)] > 0,85 x [D2 x

(1+ CDITt0,T) + R$11.25] (BOTH CONDITIONS (I) AND (II) VERIFIED TOGETHER)

THEN:

D3 = 0.85 x [D2 x (1+ CDITt0,T) + R$11.25] – D2 x (1+ CDITt0,T)

DL1 = D2 x (1+ CDITt0,T) + D3

QL1 = Q4 = [R$11.25 – D3] / PM

** ** **

1

CONSOLIDATED VERSION

BYLAWS OF BM&FBOVESPA S.A. –

BOLSA DE VALORES, MERCADORIAS e FUTUROS

CHAPTER I

NAME, HEADQUARTERS, VENUE, PURPOSE AND DURATION

Article 1. BM&FBOVESPA S.A. – BOLSA DE VALORES, MERCADORIAS E FUTUROS (“Company”) is a

corporation governed by these Bylaws and by applicable law and regulation.

Paragraph 1. 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”)

Paragraph 2. The Company and its directors, officers and shareholders shall observe the Issuer Registration and

Securities Listing Rules adopted by the Company, including the rules that apply to trading halts, suspensions of

trading and exclusion from trading declared in relation to securities admitted for trading on organized markets

operated by BM&FBOVESPA.

Article 2. The Company has registered office and jurisdiction in the city of São Paulo, state of São Paulo. Upon a

decision of the Executive Management Board, the Company may open and close branches, offices or other

establishments and facilities anywhere in Brazil or abroad.

Article 3. The Company’s corporate purpose is to conduct or hold shares in the capital of companies undertaking

the following activities:

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 Company’s regulations:

(a) of the transactions carried out and/or registered in any of the systems listed in items “I” and “II” above; or

(b) of the transactions carried out and/or registered with other exchanges, markets or trading systems,

IV – Rendering of services of centralized depositary and fungible and non-fungible custody of commodities,

2

securities and any other physical and financial assets;

V – Rendering of customization, classification, analysis, quotation, preparation of statistics, training of personnel,

preparation of studies, publications, information, library and software development services related to the

Company’s interests and the participants of the markets under the Company’s direct or indirect surveillance and its

interests;

VI – Rendering of technical, administrative, and management support for market development, as well as

undertaking of educational, promotional and publishing activities related to its corporate purpose and to the

markets which are under the Company’s surveillance;

VII – Undertaking of other activities expressly authorized by the Securities Commission or Brazil Central Bank

which, at the point of view of the Board of Directors, attend the interests of the participants of the markets managed

by the Company and contribute to its development and healthiness ; and

VIII – Holding shares in the capital of other companies or associations, headquartered in Brazil or abroad, whether

as a partner, shareholder or associate, as a controlling shareholder or not, and in companies or associations which

have as main activity the activities established at this Bylaws, or which, at the Board of Directors point of view,

attend the interests of the participants of the markets managed by the Company and contribute to its development

and healthiness.

Sole Paragraph. Within the powers that are conferred to it by Law 6,385/1976 and by the regulations in effect, the

Company must:

(a) issue regulations relating to the granting of Access Permits to different trading, registration and settlement

systems under the Company’s surveillance or by companies that are controlled by it (“Access Permits”),

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

(b) establish rules safekeeping equitable commercial and trading principles and high ethical standards for people

who act in the markets under the direct or indirect surveillance of the Company, as well as to regulate the

transactions and decide operating questions involving the holders of Access Permits to the same markets;

(c) regulate the activities of the holders of Access Permits in the systems and markets under the Company’s

surveillance;

(d) establish mechanisms and rules to mitigate the risk of default of obligations by the holders of Access Permits, as

to the transactions undertaken and/or registered in any of the Company’s trading, registration and clearing

systems;

(e) monitor the transactions traded and/or registered in any of the Company’s trade, registration, clearing and

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

(f) monitor the activities of the holders of Access Permits, as participants and/or intermediaries to the transactions

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

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

(g) impose penalties to those who violate legal, regulatory and operating rules, under the surveillance of the

Company.

Article 4. The Company has an unlimited duration.

CHAPTER II

3

CAPITAL STOCK, SHARES AND SHAREHOLDERS

Article 5. The capital stock of the Company amounts to R$2,540,239,563.88, representing 1,815,000,000 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 book-entry and deposited with a financial institution

authorized by the Brazilian Securities Commission (Comissão de Valores Mobiliários), or CVM, in the name of their

holders.

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

shares can be charged directly to the shareholder by the transfer agent, as may come to be defined in the book-entry

share contract.

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

72, no shareholder or Shareholder Group (as defined under Article 75) shall be entitled to vote shares in excess of

7% of the total number of shares issued by the Company.

Paragraph 1. For purposes of the voting cap established in the main provision, and without prejudice to the

provision under paragraph 2 of this Article, where two or more shareholders agree a voting or other agreement for

concerted exercise of voting rights, each of the signatory parties thereto shall be deemed to constitute, and vote, as a

Shareholder Group, subject therefore to the voting cap established under the main provision of this Article.

Paragraph 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 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.

Paragraph 1. In the event contemplated under the main provision of this Article, the Board of Directors shall

determine the issue price and number of shares in the issue, as well as the payment date and payment terms.

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

4

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%, 10%, 15% and so on and so forth of the shares of capital

stock.

Paragraph 1. If the aforementioned share acquisitions are aimed to bring about, or do lead to, a change of control or

a change in the Company’s management structure, or otherwise trigger a tender offer requirement (per CHAPTER

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. Any violation of the provisions of this Article shall be subject to the penalties set forth under Article

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

Paragraph 5. The Investor Relations Officer shall be required to send (as soon as practicable) copies of such notices

to the CVM and the stock exchanges on which Company securities are listed to trade.

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 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

Article 12. The shareholders shall meet ordinarily within the first four months after the year closes to decide on the

matters set forth under Article 132 of Brazilian Corporate Law*, and, extraordinarily, whenever the interests of the

Company so require.

Paragraph 1. The Shareholders’ Meeting has the authority to decide on all acts related to the Company, as well as to

decide in the best interests of the Company.

Paragraph 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 decided on at the Shareholders’ Meetings must be made

5

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.

Article 13. Before a shareholders’ meeting convenes, the attending shareholders shall be required to sign the

Shareholders’ Attendance List in the proper register, identifying themselves by name, place of residence and

number of shares of record.

Paragraph 1. The Chair of the Meeting shall close the Shareholders’ Attendance List promptly upon convening the

shareholders’ meeting.

Paragraph 2. Tardy shareholders appearing after the closing of the Shareholders’ Attendance List shall be allowed

to participate in the meetings but shall not be entitled to vote the shares on any matter.

Article 14. The Company must begin the registration of the shareholders to take part in the Shareholders’ Meeting

at least forty-eight (48) hours in advance, it being the responsibility of the shareholder to present: (i) certificate

issued by the transfer institution for the book-entry shares owned, in accordance of terms and conditions of Article

126 of Brazilian Corporate Law*. This proof shall be dated no later five days before the date of the Shareholders’

Meeting. The Company, at its discretion, may dispense the presentation of this proof; and (ii) a proxy statement

and/or documents that evidence the powers of legal representation of the shareholder. The shareholder or its legal

representatives shall present the Shareholders’ Meeting documents that prove his or her identity.

Article 15. Unless otherwise provided by law, and giving due regard to the provisions of Article 7 and of paragraph

2 of Article 65 of these Bylaws, at Shareholders’ Meetings decisions shall pass by the affirmative vote of holders of

record of a majority of the shares represented at the meeting, not computing abstentions.

Paragraph 1. Decisions taken in a shareholders’ meeting to amend or eliminate any of the provisions set forth under

Article 71, in particular where the effects thereof curtail shareholder rights under a tender offer requirement, shall

strictly adhere to the voting cap set forth in Article 7 of these Bylaws.

Paragraph 2. A Shareholders’ Meeting shall deliberate and decide only on matters included in the order of business,

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

Paragraph 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

6

prescribed by law and these Bylaws, to decide on the matters set forth below:

(a) Review and judge the management report and financial statements;

(b) Determine the allocation of net income for the year and approve dividend distributions based on the

management proposal;

(c) Elect and remove the Directors and the members of the Fiscal Council, if active;

(d) Set the aggregate compensation of the members of the Board of Directors and the Executive Management

Board, as well as the compensation of fiscal council members, if elected, having regard for the provisions of

Article 17;

(e) Approve stock option or stock award plans of any type concerning options attributable to officers, employees

and service providers of the subsidiaries;

(f) Approve profit sharing programs for management members giving regard to applicable legal limits, and

employee profit sharing plans, in accordance with the human resources policy of the Company;

(g) Approve proposals for the Company to delist from the Novo Mercado listing segment or a going private process

ultimately resulting in cancellation of the registration as a public company;

(h) Based on a list of selected firms provided by the Board of Directors, appoint a specialized firm to determine the

economic value of the Company shares and prepare the valuation report, in the event of a going private process

for cancellation of the registration as a public company, or of delisting from the Novo Mercado, as contemplated

under CHAPTER VIII hereof;

(i) Suspend the rights of a shareholder, as provided under Article 120 of Brazilian Corporate Law* and Article 18

of these Bylaws;

(j) Approve acquisitions of ownership interest in other companies and/or associations or joint ventures or

consortia, where the value of any such interest is in excess of three times the Reference Amount;

(k) Approve any disposition of the Company property assets or its trademarks representing an amount equal to or

higher than three times the Reference Amount; and

(l) Approve transactions such as a merger with another company, a share-for-share merger, or a consolidation or

spin-off transaction, or a transformation of corporate type, or the dissolution of the Company, for this purpose

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

quorum, such as foreseen under paragraph 2 of article 136 of Brazilian Corporate Law*; and.

(m) previously approve the Company’s trading of its shares in the events provided for in prevailing regulations.

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 of Brazilian Corporate Law*.

Article 18. Shareholders convening in a shareholders’ meeting shall be entitled to approve a suspension of the

7

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 shareholder’s legally prescribed rights to monitor corporate management

and request information from management.

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

obligation.

Article 19. Where a shareholder has or represents interests that conflict with the interest of the Company in any

matter submitted for consideration at a shareholders’ meeting, such shareholder shall be required to abstain from

interfering in the deliberations and voting the relevant motion. Under article 115 of Brazilian Corporate Law*, a

shareholder 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

Section I – General Provisions for the Management Bodies

Article 20. The management of the Company is comprised by the Board of Directors and the Executive

Management Board.

Sole paragraph. The roles of Board Chair and Chief Executive Officer are separate, and no person may accumulate

the two functions.

Article 21. The members of the Board of Directors and of the Executive Management Board shall take office by

signing the deed of investiture in the proper Company register within no more than 30 days after their appointment

date, at which time they must also sign the Statement of Consent from Directors and Officers required under the

Novo Mercado Listing Rules. The directors and officers must remain in office until their successors are appointed and

take office.

Sole paragraph. The directors and officers of the Company shall also be required to adhere to the Disclosures and

Securities Trading Policy Manual by signing the relevant deed of adherence.

Section II – Board of Directors

Subsection I – Composition

Article 22. Considering the Article 84, the Board of Directors shall comprise at least seven and at most 11 members,

8

elected by the Shareholders’ Meeting for unified two-year terms, removal and reelection being permitted.

Paragraph 1. The Directors shall not hold positions in the Executive Management Boards of either the Company or

its subsidiaries.

Paragraph 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 Shareholders’ Meeting, the eligibility requirements for

candidate directors shall include those that are set forth below, in addition to the requirements set forth under

applicable Law and regulations.

(a) being over 25 years old;

(b) having an upstanding reputation and proficient knowledge of the functioning of the markets operated by the

Company and/or its subsidiaries, as well as other areas of knowledge required under the Internal Rules of the

Board of Directors;

(c) not having a spouse, domestic partner or relative to the second degree serving as director or officer of, or

employed with, the Company or any of its subsidiaries;

(d) not holding a position in any company deemed to be a competitor of the Company or its subsidiaries, and

neither having, nor representing any party that has, a conflict of interest with the Company or its subsidiaries.

A conflict of interest is presumed to exist relative to any person that, cumulatively: (i) has been elected by a

shareholder that has also elected a director in a competitor company; and (ii) has ties arising from a

‘subordinate relationship’ with the shareholder voting for his or her election; and

(e) having actual disposition to dedicate time and effort as member of the Board of Directors, regardless of other

positions the candidate may hold in other entities, whether as director and/or executive.

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

cumulative voting system been adopted); or (iii) the shareholder or Shareholder Group whose individual votes

were sufficient to meet the percentage thresholds required under paragraph 4 of Article 141 of Brazilian Corporate

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

Paragraph 6. A majority of the Directors of the Company shall be Independent Directors, herein defined as persons

that meet the following requirements:

(a) all of the independence standards established in the Novo Mercado Listing Rules and in CVM Ruling No. 461/07,

cumulatively; and

(b) not holding, and not having ties with any shareholder that holds, whether directly or indirectly, ownership

interest in 7% or more of the issued and outstanding shares of stock, or voting stock of the Company.

Paragraph 7. Directors elected pursuant to paragraphs 4 and 5 of article 141 of Brazilian Corporate Law* shall also

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be deemed to serve in the capacity of Independent Directors, regardless of whether they meet the independence

standards established in this Article.

Paragraph 8. In addition to the requirements set forth in the preceding paragraphs, the members of the Board of

Directors shall at no time include more than one Director having ties with a holder of permit for access to the

Company’s markets, or having ties with the same entity, conglomerate or economic group.

Paragraph 9. At least two (2) and at most four (4) directors of the Company shall be Directors maintaining

relationship with the holder of Permit for Access, selected amongst the holders of Permit for Access with effective

representativeness and leadership in the markets they operate.

Paragraph 10. For the purposes of this Article, having “ties” with a party is defined as:

(a) an employment relationship, or one arising from any agreement for provision of professional services on a

continuing basis or from participation in any management or advisory or deliberative body or fiscal council of

an entity;

(b) any direct or indirect ownership interest in excess of 10% of the issued and outstanding shares of stock or

voting stock of the Company; or

(c) a relationship established through a spouse, domestic partner or relative to the second degree.

Paragraph 11. 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 slate system shall be adopted in elections of the

members of the Board of Directors.

Paragraph 1. In the election provided for in this Article 23, only the following slates of candidates may run: (i) those

nominated by the Board of Directors, as advised by the Nominations and Corporate Governance Committee; or (ii)

those that are appointed by any shareholder or group of shareholders in the manner provided for in paragraph 3 of

this Article.

Paragraph 2. The Board of Directors, as advised by the Nominations and Corporate Governance Committee shall,

on the date the Shareholders’ Meeting that is to elect the members of the Board of Directors is called, make available

at the Company’s headquarters any statement signed by each of the members of the slate of candidates appointed,

containing: (i) his or her complete identification information; (ii) a complete description of his or her professional

experience, including previous work experience qualifications and academic qualifications; and (iii) information

regarding disciplinary or judicial proceedings in which a judgment of guilty has been entered under a final and

unappealable decision issued, in addition to information on instances of disqualification or inability to serve or

conflict of interest with the Company, if any, such as prescribed under Article 147, paragraph 3, of Brazilian

Corporate Law*.

Paragraph 3. Where a shareholder or group of shareholders wishes to propose a different slate of candidate

nominations to the Board of Directors, jointly with the slate proposal, to be submitted under the terms of prevailing

regulation, it shall forward to the Board of Directors statements signed individually by the candidates they

nominate, containing the information required in regulation.

Paragraph 4. Candidates nominated by the Board of 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

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Article 22 of these Bylaws..

Paragraph 5. A single person may be nominated in two or more slates, including the one proposed by the Board of

Directors.

Paragraph 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 Company’s

Internet site advising shareholders that the election will take place in a cumulative voting process, and shall

forward the same information, via computer, to the CVM and BM&FBOVESPA.

Paragraph 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, elections shall be held to elect the entire Board of Directors in the next shareholders’ meeting

taking place after the event. .

Paragraph 7. Where the Company is under control of any individual controlling shareholder or Shareholder Group,

(pursuant to Article 116 of Brazilian Corporate Law*), at elections of the members of the Board of Directors

shareholders representing 10% of the outstanding shares of shall be entitled to request adoption of a separate voting

system (plumping) for the election, as permitted under paragraphs 4 and 5 of Article 141 of Brazilian Corporate

Law*. In this event the provisions of Article 23 of these Bylaws shall not apply.

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.

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

Board of Directors.

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

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

Directors, but shall withdraw on request of the directors.

Article 27. Except otherwise provided for in paragraph 6 of Article 24 and observing the sole paragraph of this

Article, if there is a vacancy occurring in the membership of the Board of Directors, the replacement shall be

appointed by the other Directors based on a recommendation of the Nominations and Corporate Governance

Committee to serve until the next Shareholders’ Meeting, when a new Director must be elected to complete the term

of office of the replaced Director. Where there is a vacancy of the majority of positions of the Board of Directors, a

Shareholders’ Meeting must be convened, within a maximum of 15 days from the event, to elect the alternates, who

must complete the terms of office of those being replaced.

Sole paragraph. In the event of vacancy in the position of Board Chairman, the Vice Chairman shall fill in the

position until such time as a new Chairman is elected.

Article 28. In cases of absence or temporary inability, the absent or temporarily impeded Director may be

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represented in the meetings of the Board of Directors by another Director appointed in writing, who, in addition to

having his or her own vote, shall present the vote of the absent or temporarily impeded Director.

Paragraph 1. If the Director to be represented is an (i) an Independent Director, the Director who represents him or

her must also fall within the classification of Independent Director; (ii) a Director who maintaining a relationship

with the holder of Access Permit, the Director to represent him or her must also be a Director maintaining a

relationship with the holder of Access Permit.

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 the Vice Chairman, the Chairman shall appoint a

replacement from among the other Directors.

Subsection IV – Responsibilities

Article 29. The responsibilities of the Board of Directors include the following:

(a) determining the general business guidelines of the Company and its subsidiaries; including the approval the

annual budget and budget revisions of the Company and its subsidiaries; and setting strategic plans and targets

for future periods, overseeing execution;

(b) electing and removing the Executive Officers, assessing their performance, establishing a succession plan in

relation to them, and approving the Executive Management Internal Rules having regard to the relevant

provisions of these Bylaws;

(c) overseeing management of the Officers; examining the books and records of the Company at any time,

requesting information on previous or impending transactions and any other management acts;

(d) deciding on the convening of the Shareholders’ Meetings;

(e) submitting the Management Report and accounts, and the annual financial statements to the Shareholders’

Meeting, along with its recommendations;

(f) presenting to the Shareholders’ Meeting the proposal on allocation of the net income for the year;

(g) granting prior authorization for the execution of agreements of any kind, as well as settlements or waivers of

rights, which in any event imply liabilities for the Company at amounts in excess of the Reference Amount, as

defined in the sole paragraph of this Article, to the extent they have not been contemplated in the annual

budget, except however for the agreements set forth in item (g) of Article 38 of these Bylaws;

(h) granting prior authorization for investments of a single nature not contemplated in the annual budget and

whose aggregate amount exceeds the Reference Amount;

(i) granting prior authorization for any loan, financing, bond issuance, or cancellation of simple, non-convertible

debentures not secured by collateral, or for the giving of collateral or personal guarantees by the Company on

behalf of its subsidiaries, where the amount involved is in excess of the Reference Amount and the transaction

has not been contemplated in the annual budget;

(j) authorizing the Executive Management Board to acquire, or dispose of, or give collateral or create liens of any

kind on permanent assets of the Company, where the amount involved implies liability in excess of the

Reference Amount and the transaction has not been contemplated in the annual budget;

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(k) granting prior authorization for the Company or a subsidiary to enter into partnership or shareholders

agreements involving the Company or its subsidiaries;

(l) deciding on the voting instructions where the Company is to attend shareholders’ meetings of companies in

which it holds ownership interest, and granting prior consent for approval of amendments to the articles of

association or bylaws of any investees, where the interest value is in excess of the Reference Amount, due

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

(m) appointing the Executive Officers of the subsidiaries, provided that, unless otherwise decided by 75% of the

Directors, the appointment of the lead executives will coincide with that of the Chief Executive Officer;

(n) deciding on proposals for the Company to repurchases of its own shares whether for the shares to be kept as

treasury stock or for cancellation or subsequent reissue;

(o) having due regard for the corporate purposes stated in Article 3, deciding on acquisitions of ownership interest

in other companies, and membership in philanthropic associations and organizations, where the amount

involved is in excess of the Reference Amount and except for interest acquired within the scope of the

Company’s policy on financial investments;

(p) granting authorization, regardless of the amount involved, for the Company to guarantee third-party

obligations under transactions unrelated to the Company business or not arising from its operations, in

particular in connection with its role as central counterparty clearing (and whether involving the Company or a

subsidiary);

(q) defining the three nominations list of selected specialized firms, proposed for a valuation of the Company

shares and preparation of the valuation report, in the event a tender offer is to be conducted in a going private

process (and cancellation of the public company registration) or for the Company to delist from the Novo

Mercado, as provided in paragraph 2 of Article 65 of these Bylaws;

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

(s) deciding on distributions (for payment or crediting to shareholders) of interest on shareholders’ equity,

pursuant to applicable legislation;

(t) appointing and removing the independent auditors, while giving regard to item (a) of Article 47,

(u) appointing the members of standing Advisory Committees from among the Directors, and the members of

other committees or temporary working groups established by the Board of Directors;

(v) within fifteen (15) days after the announcement of any tender offer initiated for shares issued by the

Company, expressing its support of, or opposition to, the offer in a reasoned opinion to be released to the

market, which must advise the shareholders at least with regard to (i) the timing and convenience of the bid

vis-à-vis the shareholders’ interests and the liquidity of their shares; (ii) the impact of the offer on the

business interests of the Company; (iii) the bidder’s strategic plans for the Company, as released; and (iv) any

other points of consideration the Board may deem relevant, in addition to providing the information

required under applicable CVM rules; and

(x) judge resources in the assumptions provided for herein, in the Internal Rules of the Board of Directors or

regulations, in according to the proceeds established in the Board of Directors Internal 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.

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

(a) approve the Market Access Regulations, as well as rules governing admission, suspension and exclusion of

Access Permit holders, in addition other regulatory rules, operating rules or clearing/settlement rules designed

to regulate and define transactions in debt or equity securities, bonds and derivatives contracts admitted for

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

operated by the Company and its subsidiaries;

(b) approve rules related to issuer registration and listing, admission for trading, suspension and delisting of debt

or equity securities, bonds and derivatives contracts, as applicable;

(c) approve the regulations applicable within the scope of any clearing house operated by the Company and their

clearing, settlement and registration systems;

(d) approve the Business Guideline;

(e) approve the Pricing Policy Guidelines;

(f) approve the Code of Ethics applicable to Participants with access to markets operated by the Company, which

code will provide rules of ethical conduct necessary to ensure proper market functioning and high standards of

business conduct , in addition to approving rules to regulate the operation and composition of the Ethics

Committee, and electing the Committee members;

(g) establish the penalties that may apply to breaches of the rules approved by the Board of Directors;

(h) decide on the granting of the Access Permits, this decision being subject, within thirty (30) days, to a request for

review to the Shareholders’ Meeting, which must provide a definitive decision on the subject, observing the

provisions in the law in effect;

(i) decide concerning the suspension and the cancellation of the Access Permits, as well as to analyze the cases

where there is a change in the control and recommendations of new administrators of companies that are

holders of Access Permits;

(j) order the full or partial recess of the markets administered by the Company and by its subsidiaries, where a

gross emergency situation has been recognized that may affect the normal functioning of market activities,

immediately communicating the decision, duly founded, to the CVM;

(l) approve the annual report on operational risk controls and the business continuity plan of the Company and of

its subsidiaries;

(m) decide concerning the creation, allocation and maintenance of funds and the other safeguarding mechanisms,

for the operations performed in the systems and markets administered by the Company and its subsidiaries,

regulating the situations and procedures for their use.

Paragraph 1. 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.

Paragraph 2. Any amendment to the Business Guideline or the Pricing Policy Guidelines in according to Article 35,

indent (h), items (i), (ii) and (iii), shall rely on the affirmative vote of ninety percent (90%) of members of the Board

of Directors.

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Section II – Executive Management Board

Article 31. The Executive Management Board is the body that represents the Company, having the power to

perform all acts of the management of corporate business. The Officers have the power to: (i) observe and enforce

the terms and conditions of these Bylaws, the decisions of the Board of Directors and of the Shareholders’ Meeting;

(ii) perform, within its powers, all of the acts necessary for the ordinary operation of the Company and consecution

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

Article 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.

Paragraph 1. At the time of the annual shareholders’ meeting that convenes to review and judge the financial

statements related to the year during which he or she reaches the age of sixty-five (65), the Chief Executive Officer

shall step down from his or her office, unless otherwise authorized by the Board of Directors, as an exception to this

retirement age rule.

Paragraph 2. The Board of Directors shall designate, from among the Officers of the Company, the one (those) who

shall perform the functions of Chief Financial Officer 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 10 of Article 22): (i) with holders of a permit for access to the

Company’s markets, (ii) with a shareholder or Shareholder Group owning interest in 5% or more of the issued and

outstanding shares of voting stock of the Company, (iii) with any institution that is a participant in the Brazilian or

other international securities distribution system, (iv) with other public companies; (v) with portfolio management

firms; and (vi) with institutional investors.

Article 34. The eligibility to serve as Chief Executive Officer shall require a candidate to meet all applicable legal

and regulatory requirements, the requirements of paragraph 4 of Article 22 as well as those which are set forth

under the sole paragraph of Article 20 and paragraph 1 of Article 32 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 meet with the approval of the Board of Directors.

Paragraph 2. The Chief Executive Officer may suspend from office any executive officer pending a decision of the

Board of Directors on his or her removal from office.

Article 35. The Chief Executive Officer has the following powers, additionally to the other attributions established

in these Bylaws:

(a) convene and chair the meetings of the Executive Management Board;

(b) propose to the Board of Directors the rules and composition of the Executive Management Board;

(c) guide and coordinate the activities of the remaining Officers;

(d) undertake the general planning of the Company and of its subsidiaries;

(e) approve the organizational structure of the Company, contracting and controlling the executive staff, the

technicians, auxiliaries and consultants it believes are convenient or necessary, defining positions, functions and

compensation and setting their duties and powers, observing the directives imposed by the budget approved by

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the Board of Directors;

(f) establish the Market Risk Technical Committee and the Credit Risk Technical Committee, and regulate its

operation, membership, roles and responsibilities, setting member compensation, as applicable and with due

regard for the standards established by the Compensation Committee;

g) create other Technical Committees, Consulting or Operating Committees, Technical Commissions for the

Customization, Classification and Arbitration, workgroups and advisory bodies, defining their composition,

roles and responsibilities;

(h) according to the limits established by this item, determine prices, charges, compensation, commissions and

contributions and any other costs to be charged to holders of Access Permits and to third parties, for the services

arising from the compliance of the functional, operating, regulatory, supervision and classifying services of the

Company, ensuring their broad disclosure to interested parties; In case of change of prices (I) of the traded

derivative and over-the-counter products referenced to: a) registered interest rate in Reais; b) foreign exchange

coupon rate from Reais to US Dollars; c) foreign exchange rate from Reais to US Dollars; and d) IBOVESPA; (II)

for registration of Bank products; and (III) of the services relating to the Financing Unit (vehicles segment and

real estate segment), the Chief Executive Officer shall be liable for the fixing thereof upon consultation with the

Pricing and Products Committee. The Board of Directors shall decide on the matters involving price fixing

whenever there is any divergence between the Chief Executive Officer’s proposal and the Pricing and Products

Committee’s proposal;

(i) propose to the Board of Directors the regulatory, operating and clearing rules that shall govern and define the

operations performed with the securities and contracts admitted for trading in the systems administered by the

Company or by its subsidiaries and/or listed in any of their respective trading, registration, clearing and

settlement systems;

(j) determine the securities, certificates and contracts that shall be admitted for trading, registration, clearing and

settlement in the environment and systems administered by the Company, as well as to determine the

suspension or cancellation of the trading, registration, clearing and settlement of these securities and contracts;

(k) supervise in real-time and inspect the transactions traded and/or registered in any of the trading, registration,

clearing and settlement systems under the Company’s surveillance;

(l) take measures and adopt procedures to prevent the realization of operations that may constitute breaches of

legal and regulatory rules, compliance with which is a duty of the Company to oversee;

(m) in cases of gross emergencies, to declare the total or partial recess of the markets under the Company and its

subsidiaries’ surveillance, immediately communicating the decision to the Board of Directors and the CVM;

(n) to cautiously order the suspension, for the maximum period of 90 days, of the activities of holders of Access

Permits, in cases provided in the Access Regulation or the remaining rules passed by the Board of Directors, or,

also, where there is an apparent breach of the Code of Ethics, immediately communicating the suspension to the

CVM and the Brazilian Central Bank;

(o) prevent the performance of the operations in negotiation, registration, clearing and settlement systems of the

Company, when there is evidence that these may constitute breaches of the legal and regulatory rules with

which compliance is a duty of the Company to oversee;

(p) cancel trades and/or registration of any of the negotiation, registration, clearance or settlement of any

transactions undertaken at the environment and systems of the Company, even if they are not yet liquidated, as

well as suspend their liquidation, in case of infraction to the legal and regulatory rules overseen by the

17

Company;

(q) determine special procedures for any operations performed and/or registered in any of the negotiation,

registration, clearance or settlement systems of the Company, as well as to establish conditions for their

liquidation;

(r) immediately inform the CVM of the occurrence of events that affect, even if only temporarily, the operation of

the markets under the Company’s surveillance, and

(s) send to the CVM, within the deadline and in the manner specified by it, the information and the reports relating

to the operations performed and/or registered in any of the negotiation, registration, compensation and

liquidation systems of the Company.

Paragraph 1. The decisions taken by the Chief Executive Officer in exercising the powers that are dealt with in lines

(n) to (q) of the main provision of this Article, may be appealed, by any interested party, to the Board of Directors.

Paragraph 2. The period for and the effects of filing an appeal provided in paragraph 1 of this Article, as well as the

other situations where an appeal is appropriate, shall be established by the Board of Directors.

Paragraph 3. The Market Risk Technical Committee referred to in item (f) of this Article shall be comprised by

Executive Officers and other Company’s employees appointed by the Chief Executive Officer and shall have the

responsibility of making recommendations on the following: (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; (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) analyze and recommend

solutions for the enhancement of the risk management systems; and (viii) prepare any other analysis related to the

abovementioned activities.

Paragraph 4. The Credit Risk Technical Committee mentioned in item (f) of this Article shall be comprised by Executive

Officers and other Company’s employees appointed by the Chief Executive Officer and shall have the responsibility

of making recommendations on the following: (i) define the criteria, limits and parameters to control the credit risk

of the Access Authorization holders and other participants; (ii) the risk limits ascribed to the participants of the

Company’s clearings; (iii) follow up and assess, from time to time, of the counterparty’s risk represented by the

Access Authorization holders and other participants; (iv) define the criteria and parameters for demanding

additional guarantee from the participants, whenever that is the case; and (v) carry out other analysis and

resolutions deemed necessary on the matters described in the previous items.

Article 36. The Officer who performs the duties of Finance Officer has the power to: (i) plan and write budgets and

work plans and of investments of the Company, annual or multiannual relating to the activities of the Company;

(ii) answer for the control of the execution of budgets that are referred to in the previous line; (iii) administer and

invest the financial resources of the Company, and supervise the same activities performed by the Company’s

subsidiaries, and (iv) manage the accounts, financial and fiscal/tax planning sectors of the Company.

Article 37. The Investor Relations Officer has the power to disclose information to investors, the CVM and the stock

exchange or over-the-counter market where the Company’s securities will be negotiated, as well as to maintain the

registration of the Company in compliance with applicable CVM rules.

Article 38. The responsibilities of the Executive Management Board include the following:

(a) authorize the opening or closing and moving of branches, agencies, deposits, offices or any other establishment

18

of the Company in Brazil or elsewhere;

(b) submit annually, for the consideration of the Board of Directors, the Management Report and the financial

statements, accompanied by the independent auditors’ report, as well as the proposal on allocation of net

income for the year;

(c) prepare and propose to the Board of Directors the annual budget, multi-year budgets, strategic plans,

expansion plans and investment programs;

(d) grant prior authorization for the Company or any subsidiary to acquire or dispose of movable assets or real

property assets, to establish possessory lien or non-possessory lien or other encumbrances on these assets, or to

take out a loan, or agree a financing arrangement, or give security interest or personal guarantees, for an

amount representing liability below the Reference Amount provided in the sole paragraph of Article 29; and

(e) approve the operating rules relating to the Company’s Houses and their systems providing registration,

clearing and settlement services;

(f) resolve on the recommendations of the Market Risk Technical Committee and the Credit Risk Technical

Committee, with due regards for the sole paragraph of this article;

(g) authorize the Company to enter into and/or renew liquidity facility transactions, whether or not collateralized,

and/or asset monetization schemes with the aim of ensuring timely compliance with obligations of the

Company related to its activities as central counterparty clearing, regardless of the amount involved in the

transaction; and

(h) on request of the Chief Executive Officer, decide on any matters not included within the scope of exclusive

authority of the Shareholders’ Meeting or the Board of Directors.

Sole Paragraph. The Executive Management Board shall delegate the duties provided for in item (f) of this article to

the Market Risk Technical Committee and the Credit Risk Technical Committee, as the case may be.

Subsection I - Replacements and Vacancies

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 Chief Executive Officer and the other Officers, the

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Officers responsible for the respective areas must be present for decisions:

(a) Declaration of breach by a participant of any of the Clearing Houses, specifying the relevant measures taken in

accordance with applicable regulations;

(b) Establishment of operating, credit and risk limits for Clearing Houses direct or indirect participants, acting

individually or as a group, each subject to the specific procedures;

(c) Definition of the clearing houses ordinary procedures, as well as the procedure for the implementation of trade

systems and guarantee and risk systems by them; and

(d) Remittance of orders regarding the partial or full settlement of opened positions in one or more markets held

by holders of Access Permits or their clients.

Subsection III - Company Representation

Article 43. Except as otherwise provided in the paragraphs of this Article, the Company shall be represented and

shall only be deemed bound by an act or signature:

(a) of two Officers;

(b) of any Officer jointly with an attorney-in-fact with specific powers; or

(c) two attorneys-in-fact with specific powers.

Paragraph 1. No acts for which these Bylaws require prior authorization from the Board of Directors shall be valid

without this approval.

Paragraph 2. The Company may be represented by a single Officer or attorney-in-fact holding specific powers to:

(a) represent the Company in routine activities performed outside the Company’s principal place of business;

(b) represent the Company at Shareholders’ Meetings and meetings of the partners at companies in which the

Company holds an interest;

(c) represent the Company in court, except for acts that entail waiving rights; or

(d) represent the Company in simple administrative routines, including those related to public agencies, mixed-

capital companies, boards of trade, labor courts, the National Social Security Institute (Instituto Nacional do

Seguro Social), or INSS, the Employee’s Time in Service Guarantee Fund (Fundo de Garantia do Tempo de Serviço),

or FGTS, and banks receiving such payments and other activities of a similar nature.

Paragraph 3. The Board of Directors may authorize specific acts that shall be binding on the Company subject to

signature of only one Officer or attorney-in-fact, or furthermore establish authority and jurisdiction for a single

representative to perform such acts.

Article 44. Powers of attorney shall always be granted or revoked by two Officers, including the Chief Executive

Officer, establishing the powers of the attorney-in-fact and, except powers of attorney issued for judicial purposes,

these powers shall always be granted for a limited period.

Section III - Ancillary Administrative Bodies

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Article 45. The Company shall have the following mandatory standing committees to advise the Board of Directors:

(a) Audit Committee;

(b) Nominations and Corporate Governance Committee;

(c) Intermediation Industry Committee;

(d) Pricing and Products Committee;

(e) Compensation Committee; and

(f) Finance and Risk Committee.

Paragraph 1. The Committees shall likewise perform their functions with regard to companies in which the

Company has an interest.

Paragraph 2. The Board of Directors may establish additional committees charged with advising Management on

specific matters of limited scope, for a limited time period. In this event, the Board will also appoint the committee

members.

Paragraph 3. The Board of Directors shall also regulate the operation and establish the compensation of the

committee members.

Subsection I - Audit Committee

Article 46. The Audit Committee is established as a standing board advisory committee whose membership shall be

composed of up to six independent members. No more than two audit committee members shall be Independent

Directors; the other members shall be external independent members (“External Members”) and fulfill the

requirements set forth in paragraph 3 of this Article 46. At least one audit committee member shall be required to

have recognized experience in corporate accounting.

Paragraph 1. Except as provided under paragraph 2 of this Article, the Nominations and Corporate Governance

Committee shall recommend candidates for the Audit Committee, whose members the Board of Directors shall then

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. Where two (2) Independent Directors are appointed to serve as Audit Committee members, one shall

serve for a one-year term only, reelection not being permitted.

Paragraph 3. The External Members of the Audit Committee shall meet the following requirements:

(a) being knowledgeable or well experienced in auditing, compliance and controls, accounting and taxation and

other related matters;

(b) holding no position in the Board of Directors or Executive Management Board of the Company or its

subsidiaries;

(c) holding no interest in Company shares, including no interest held by a spouse or domestic partner;

(d) holding no controlling or minority interest in, and not acting as, management member or employee of, a

shareholder of the Company or its subsidiaries;

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(e) in the 12-month period preceding their appointment, not having had ties with: (i) the Company, its subsidiaries

or, as the case may be, its direct or indirect controlling shareholders or companies under common (direct or

indirect) control; (ii) any of the directors and officers of the Company and its subsidiaries or, as the case may be,

their direct or indirect controlling shareholders; (iii) holders of permits for access to markets the Company

operates; and (iv) a shareholder or Shareholder Group holding an interest in 10% or more of the issued and

outstanding shares of voting stock of the Company; and

(f) not holding at the time, and in the 5 year period preceding their appointment not having held, a position as: (i)

officer or employee of the Company, its subsidiaries and affiliates or, as the case may be, its direct or indirect

controlling shareholders or companies under common (direct or indirect) control; or (ii) member and lead

auditor of the audit team in charge of auditing the financial information of the Company;

(g) not being a spouse, or lineal or collateral blood relative to the third degree, or relative by affinity to the second

degree, of any of the persons alluded to in item (f) above; and

(h) fulfill the requirements set forth in paragraphs 4 and 5 of Article 22 of these Bylaws and those of article 147 of

Brazilian Corporate Law*.

Paragraph 4. While in office, committee members may be replaced in the following circumstances:

(a) death or resignation;

(b) unjustified absence at 3 consecutive or 6 nonconsecutive meetings over a one-year period; or

(c) pursuant to a well-founded decision of the Board of Directors passed with the affirmative vote of at least five (5)

Directors, a majority of whom must fulfill the requirements in paragraph 6 of Article 22.

Paragraph 5. 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 6. 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 regarding the retention or replacement of the independent

auditors of the Company, and advising the Board on retaining the independent auditing firm to perform non-

audit services;

(b) supervising the activities of the independent auditors to evaluate (i) their objectiveness (independence

standard); (ii) the quality of their services; and (iii) their suitability vis-à-vis the Company’s requirements;

(c) supervising the work of the internal auditors of the Company and its subsidiaries, monitoring the effectiveness

and adequacy of the internal audit structure, and the quality and integrity of the internal and independent

auditing processes, performing a yearly assessment of the performance of the chief internal auditor, and

making improvement recommendations to the Board of Directors, as may be necessary;

(d) supervising the financial reporting activities of the Company and the subsidiaries;

(e) supervising the internal controls activities of the Company and the subsidiaries;

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(f) monitoring the quality and integrity of the quarterly financial information, and of the annual and interim

financial statements prepared by the Company and its subsidiaries, making recommendations as may be

necessary;

(g) monitoring the quality and integrity of the internal control mechanisms of the Company and the subsidiaries,

making recommendations to improve policies, practices and processes, as may be necessary;

(h) evaluating the effectiveness and adequacy of risk control and risk management systems, including as related to

legal, tax and labor risks;

(i) advising the Board of Directors, prior to release, about the annual internal audit report that assesses the internal

controls structure and enterprise risk management system of the Company;

(j) on request of the Board of Directors, making recommendations on management proposals to be put forward to

the Shareholders’ Meeting regarding changes to the capital stock (share issues), issuance of debentures or

warrants, the capital expenditure budgets, dividend distributions, transformation of corporate type, or merger,

consolidation or spin-off transactions; and

(k) monitoring the quality and integrity of data and measurements released on the basis of adjusted financial or

other information, which add information unanticipated in the customary financial reporting structure;

(l) monitoring and assessing risk exposures incurred by the Company, for this purpose being permitted to request

detailed information on policies and processes related to (i) management compensation; (ii) use of Company

assets; and (iii) expenses incurred by the Company;

(m) working in cooperation with management and the internal auditors to monitor and assess the internal audit

department of the Company, and the adequacy of transactions with related parties carried out by the Company

and the related documentation;

(n) advising the Board of Directors on matters the directors may refer to the committee and any other matter the

latter may consider of importance.

Paragraph 1. The Audit Committee shall prepare an annual report in summary form which will be released in

conjunction with the annual financial statements, which report shall contain at least the following information: (i)

the 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.

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Sole paragraph. In performing its functions, the Audit Committee shall be granted access to any information it may

require. The Audit Committee shall be functionally autonomous and operate on funds appropriated in the budget,

as approved by the Board of Directors, so it may carry out or order, or retain external, independent consultants or

specialists to perform, special evaluations, assessments or investigations within the realm of the Committee’s

responsibilities.

Subsection II – Nominations and Corporate Governance Committee

Article 49. 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 credibility and legitimacy of Company and its

subsidiaries, the Nominations and Corporate Governance Committee shall:

(a) Identify, recruit and nominate potential board members for election by the Shareholders’ Meeting, due regard

being given to applicable legal requirements and requirements of these Bylaws;

(b) Identify, recruit and nominate potential Board Advisory Committee members for appointment by the Board of

Directors persons, due regard being given to applicable legal requirements and requirements of these Bylaws;

(c) identify, recruit and nominate potential replacements to fill in vacant Corporate Governance Committee seats,

whose term of office shall extend through to the date of the subsequent Shareholders’ Meeting;

(d) Make recommendations to the Board of Directors about the membership and operations of the Board. In

making recommendations as to candidate directors that hold positions in other entities, per indent “e” of

paragraph 4 of Article 22 above, to pay careful attention to the time availability factor;

(e) Make recommendations to the Board of Directors about advisory committee or work groups (commission)

membership, in addition to conducting periodic reviews of the competencies and qualifications required from

Board members, including as to diversity of expertise and leadership style;

(f) Support the Board Chair in organizing a formal process of self-evaluation by each director and the Chair as

individual members, and the Board as a collective body, which process is to take place at least once every year

having regard to the provisions of the Internal Rules of the Board of Directors;

(g) Support the Board of Directors in the process of recruiting and nominating the Chief Executive Officer, in

addition to supporting the latter in recruiting and nominating the other Executive Officers;

(h) Promote and monitor adoption of best recommended corporate governance practices, as well as monitoring

effectiveness of corporate governance processes, suggesting changes, updates and improvements, as necessary;

(i) Prepare or update, for approval by the Board of Directors, the Corporate Governance Guidelines and the

governance documents of the Company (Regulations, Codes and Policies);

(j) Prepare, for approval by the Board of Directors, the Code of Conduct of the Company, which shall apply to

directors, executive officers, employees and other collaborators and providers of the Company and its

subsidiaries. The Code of Conduct shall be prepared based on the following principles and Company values:

ethical conduct, equality of rights, respect for diversity and accountability;

(k) Promote and monitor practices aimed at preserving ethical and democratic values, while ensuring

transparency, visibility and access to markets managed by the Company and its subsidiaries;

(l) Promote and monitor practices for dissemination amongst all Company constituencies of the Company values

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and principles of protection of human rights, respect for diversity of gender, race and faith, while promoting

citizenship and social inclusion rights;

(m) Evaluate and make strategy recommendations that add or maintain value to the institutional image of the

Company; and

(n) Monitor business from the perspectives of sustainability and social responsibility, whereas supporting the

Board in perfecting the Company vision in this regard.

Subsection III – Intermediation Industry Committee

Article 50. The Board of Directors shall establish a standing Committee of the Intermediation Sector, which shall be

comprised by at least 9 members, from which at least 1 and at most 2 shall be members of the Board of Directors,

whether independent or not, among which one shall exercise the duty of Coordinator of the Committee, and up to 7

external members shall be designated among persons with outstanding performance in the intermediation sector or

with high capacity and wide professional experience in matters related to such sector.

Paragraph One. From the external members, the following shall be elected to compose the Committee of the

Intermediation Sector: in addition to one independent member, persons representing at least intermediary

institutions (a) of small, medium and large size, (b) connected to Brazilian and foreign economic groups, (c) focused

on agribusiness, and (d) focused on institutional investors.

Paragraph Two. The Committee of the Intermediation Sector shall be responsible for:

(a) studying the matters under its authority and preparing proposals to the Company’s Board of Directors, making

available the material necessary for examination by the Board;

(b) preparing the internal regulations to discipline the operating rules for its operations and submit it, as well as the

respective amendments thereto, for approval by the Board of Directors;

(c) discussing and assessing the problems affecting the intermediary institutions participating in the markets

managed by BM&FBOVESPA; and

(d) proposing to the Board of Directors suggestions of actions for the purpose of contributing for the strengthening

of such intermediary institutions.

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Subsection IV – Pricing and Products Committee

Article 51. The Board of Directors shall create a standing Pricing and Products Committee to be comprised of at

least 5 and at most 9 members, 2 of which shall be Independent Directors, and one shall exercise the position of

Coordinator of the Committee and up to 7 external members shall be designated among persons with notorious

knowledge in (a) treasury products, credit transactions and funds management and (b) representing Brazilian or

international institutions of small, medium and large size, which participate in the financial market.

Paragraph Two. The Products and Pricing Committee shall be responsible for:

(a) following up the plans for investments and development of stock exchange, over-the-counter and credit

transactions support products in order to guarantee the compliance of the Business Guideline;

(b) following up the development of the vehicle financing market, notably regarding the development of the market

share;

(c) following up the measuring and implementation of the commercial discounts practices adopted by the

Company;

(d) assessing the price structure of BM&FBOVESPA comparing them to the prices practiced by the main

international stock exchanges;

(e) making pronunciations before the Board of Directors and Executive Officers regarding items “a” to “d” above, as

well as to the Board of Directors regarding the proposal submitted by the Chief Executive Officer to change the

price of the products and services listed in the Price Guideline;

(f) assess any proposal to change the Products and Pricing Committee, notably those relating to the composition,

governance, duties and authorities and making pronunciations before the Board of Directors regarding the

proposed changes;

(g) recommending to the Executive Management Board and/or to the Board of Directors:

(i) the launching of new products and services;

(ii) improvement in the price structure of products and services;

(iii) price incentive mechanisms connected to volume growth;

(iv) changes to the measuring and synergy transfer criteria;

Subsection V - Compensation Committee

Article 52. 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 responsible for:

(a) recommending to the Board of Directors, and revising annually, the standards and guidelines that shape the

policy, and the policy concerning compensation of the Company’s managers and of the Committee members

and members of other board advisory groups

(b) annually proposing to the Board of Directors the compensation of directors and officers of the Company, for

26

submission to the Shareholders’ Meeting;

(c) reviewing and submitting to the Board of Directors the goals and targets related to the Chief Executive Officer

compensation plan, as well as evaluating his or her performance;

(d) reviewing and submitting to the Board the Chief Executive Officer proposal on the goals and targets concerning

the senior executive compensation plans, and assessing the evaluation process implemented by the Chief

Executive Officer with respect to his or her subordinates, monitoring implementation of conclusions and

resulting actions;

(e) take action as may be necessary for the Company to timely plan and adequately prepare for the succession of its

executives, in particular for the Chief Executive Officer and the principal senior executives; and

(f) take action to ensure the Company adopts a competencies and leadership model which is in line with its

strategic plan, including with regard to talent attraction, retention and motivation.

Paragraph 2. The Chief Executive Officer will be invited to participate in Compensation Committee meetings as

often as may be necessary.

Subsection VI – Finance and Risk Committee

Article 53. The Board of Directors shall establish a standing Finance and Risk Committee composed of at least four

(4) members of the Board of Directors, from which at least 2 of them shall be Independent Directors.

Sole Paragraph. The Finance and Risk Committee shall be responsible for:

(a) assessing and monitoring exposure to risks inherent to the different business activities of the Company, with

particular focus on structural and strategic risk management;

(b) periodically assessing and making recommendations to the Board of Directors about guidelines and strategies

related to the management of risks inherent to the different business activities of the Company, and propose

specific limits, as may be necessary;

(c) specifically with regard to Central Counterparty Risk, presenting to the Board of Directors periodic reports

providing combined information regarding exposures to typical risk factors, the quality of collateral taken, and

the outcomes of cash flow stress tests;

(d) specifically with regard to Enterprise Risk, presenting to the Board of Directors periodic reports providing

information on the findings from monitoring activities concerning enterprise risk related to the businesses of

the Company with potential to adversely affecting its ability to accomplish the corporate purposes;

(e) assisting the Board of Directors on their analysis of macroeconomic conditions and the potential effects thereof

on the financial position of the Company;

(f) monitoring and analyzing liquidity, cash flow, the indebtedness policy, the capital structure and its shares

buyback programs, as well as the risk factors to which the Company is exposed; and

(g) making recommendations to the Board of Directors about guidelines for the subjects covered by Article 58

below, including by assessing proposals regarding allocations to capital reserves.

CHAPTER V

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FISCAL COUNCIL

Article 54. 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-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 compensation to be established by the Shareholders’

Meeting, which, for each active member, shall be now lower than 10% of the average amount paid to each Officer,

not including benefits, representation fees and profit-sharing.

CHAPTER VI

FISCAL YEAR, FINANCIAL STATEMENTS AND EARNINGS

Article 55. The financial year shall coincide with the calendar year. The financial statements required by law shall

be drawn up at the end of each financial year.

Paragraph 1. Alongside the financial statements for the year, the Company management bodies shall present the

Annual Shareholders’ Meeting a proposal on the intended use of net profits, in accordance with the rules of these

Bylaws and Brazilian Corporate Law*.

Paragraph 2. In addition to the financial statements for the year, the Company shall also prepare semi-annual

financial statements and produce monthly balance sheets.

Article 56. Any accumulated losses and the income tax provision shall be deducted from the yearly profit before

any allocation to profit sharing payment can be made.

Sole paragraph. Provided the deductions referred to in this Article shall have been made, the Shareholders’

Meeting may allocate to profit sharing payment attributable to management up to 10% of the remaining net income,

whereas giving regard to the restrictions foreseen by Brazilian Corporate Law* and these Bylaws

Article 57. 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.

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Paragraph 1. After the allocation to the Legal Reserve, the net profit for the year, as adjusted for allocations to

contingency reserves or reversals thereof, if any, shall be allocated in the following order: (i) at least 25% for

distribution of the mandatory dividend to shareholders (which may be limited to the amount of the realized net

profit for the year, provided the difference shall be recorded in an unrealized profit reserve); and (ii) without

prejudice to the provision of paragraph 3 of this Article, all net profit thus remaining shall be allocated to bylaws

reserves for future investments in the business and also for the special safeguard funds and other clearing and

settlement mechanisms adopted by the Company to ensure full completion (clearing and settlement) to transactions

carried out on its trading platforms or registered in its systems.

Paragraph 2. The total allocations to bylaws reserves contemplated in (ii) of the preceding paragraph shall not

exceed the capital stock amount.

Paragraph 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

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 Company’s financial condition. The Fiscal Council, if active, shall issue an opinion on the

matter, and management, acting within five days after the Shareholders’ Meeting, shall file a reasoned report with

the CVM justifying the recommendation.

Paragraph 6. Any profits retained pursuant to paragraph 5 of this Article shall be recorded in a special reserve and,

if not absorbed by losses in subsequent years, shall be paid out as dividends, as soon as the Company’s financial

condition so allows.

Article 58. Upon resolution of the Board of Directors, the Company may:

(a) distribute dividends based on profits ascertained in the semi-annual balance sheets;

(b) prepare balance sheets for periods of shorter than six months and distribute dividends based on the profits

ascertained therein, provided that total dividends paid in each semi-annual period of the financial year do not

exceed the capital reserves mentioned in Article 182, paragraph 1, of Brazilian Corporate Law*;

(c) distribute intermediate dividends based on retained earnings account or existing profit reserves in the most

recent annual or semi-annual balance sheets; and

(d) credit or pay to the shareholders, by resolution of the Board of Directors, interest on shareholders’ capital,

which shall be ascribed to the value of dividends to be distributed by the Company, and shall be an integral

part thereof for all legal purposes.

Article 59. 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.

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CHAPTER VII

SHAREHOLDERS’ INTEREST MONITORING

Article 60. 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 73 of these Bylaws.

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

Section I - Disposition of Control

Article 61. 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 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 62. A tender offer shall likewise be required pursuant to Article 61 (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 63. 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 61, 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.

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Article 64. The Company shall refrain from registering any share transfer to an Acquirer of Control or subsequent

holders of Control until such time as the latter two shall have signed the required Deed 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 Deed 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 61 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 65. 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 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 in full by the offeror.

Article 66. Absent a Controlling Shareholder, if shareholders convening in a Shareholders’ Meeting approve a

delisting 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 65 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

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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 67. 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 65 and paragraphs of these

Bylaws and other applicable legal and regulatory rules.

Paragraph 1. In the event contemplated in the main provision of this Article, the Controlling Shareholder (if any)

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 68. It shall be permitted for a single tender offer to be registered with a view to accomplishing more than

one of the objectives set forth under this CHAPTER, the Novo Mercado Listing Rules, Brazilian Corporate Law* and

the CVM regulations, provided it must be possible to harmonize the different offer methods, and provided, further,

the procedure shall not be detrimental to the addressees of the offer and the CVM shall have consented to such

tender offer.

Article 69. 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 70. 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 71. Where an Acquiring Shareholder (a) accumulates direct or indirect ownership interest in no less than

30% of the Company shares then issued and outstanding; or (b) purchases other shareholder rights (including as

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usufruct holder) representing a voting interest in over 30% of the shares then issued and outstanding, such

Acquiring Shareholder shall be required (within 30 days after obtaining authorization from the CVM) to initiate or

register a tender offer for all other shares of the Company, whereas having regard to the provisions of Brazilian

Corporate Law*, the CVM rules, the rules of exchanges where the shares are admitted for trading, and the rules set

forth in these Bylaws.

Sole paragraph. The Acquiring Shareholder must meet the CVM requirements and requests within the deadlines

established under applicable regulations.

Article 72. 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 71) 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 of the stock exchange operated by BM&FBOVESPA;

(c) it shall extend fair and equitable treatment to all shareholders, provide adequate information regarding the

Company and the bidder, and every other element required for shareholders to make an independent and

informed decision on whether to tender their shares;

(d) it shall be irrevocable and irreversible upon publication of the tender offer announcement, per CVM Ruling No.

361/02;

(e) it shall offer a bid price set in accordance with the main provision of this Article for settlement in cash, in

Brazilian currency; and

(f) it shall attach a report of the valuation of the Company, which shall have been prepared according to the main

provision of this Article.

Paragraph 2. The tender offer requirement set forth in the main provision of Article 71 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 61 of

these Bylaws shall not exempt the Acquiring Shareholder from fulfilling the requirements set forth in this Article.

Paragraph 4. The tender offer requirement established in Article 71 shall not apply in the event a person becomes

the holder of a material interest in 30% or more of the issued and outstanding shares as a result of any of the

following:

(a) Subscription for shares in a single primary offering of shares issued pursuant to a decision taken at a

Shareholders’ Meeting called by the Board of Directors, where the issue price is determined on the basis of the

Economic Value determined pursuant to a valuation report prepared by a specialist firm according to the

requirements in the paragraphs of Article 65; or

(b) A tender offer conducted for the acquisition of the totality of the Company’s shares.

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Paragraph 5. Following the published announcement of any tender offer (or exchange offer) made in response to

the provisions of these Bylaws, including as to Bid Price, or in accordance with applicable regulations, for

settlement in cash or in exchange for shares of another public company, the Board of Directors shall within 10 days

consider the tender or exchange offer based on the following guidelines:

(a) the Board of Directors may retain a specialist firm that meets the requirements set forth in paragraph 1 of Article

5 to assess the timing and convenience of the offer and, as the case may be, the liquidity of the shares in the

exchange offer, and whether the offer suits the interests of shareholders and the industry in which the Company

and its subsidiaries operate;

(b) the Board of Directors shall be responsible for releasing a reasoned opinion concerning the offer, in accordance

with item (v) of Article 29 of these Bylaws.

(c) in the event the Directors, acting on their fiduciary duties, take the position that adhering to the offer is in the

best interest of a majority of the shareholders and the domestic capital markets, which is the economic segment

in which the Company and subsidiaries operate, the Board shall call an Extraordinary Shareholders’ Meeting to

be held within 20 days to consider eliminating the voting cap established in Article 7, provided however this

shall be contingent on the bidder (and, for purposes of these Bylaws, Acquiring Shareholder) completing the

offer and becoming the owner and holder of a minimum of two-thirds (2/3) of the issued and outstanding

shares, not including treasury stock.

(d) as an exception, the voting cap established in Article 7 shall not prevail for the decision to be taken at the

Extraordinary Shareholders’ Meeting contemplated in item (c) above, but solely it the meeting shall have been

called on the initiative of the Board of Directors;

(e) the offer shall be made on an irrevocable and irreversible basis. Where the offer is carried out on a voluntary

basis, it may be subject to minimum tender condition requiring shareholders tendering at least an aggregate of

2/3 of the outstanding shares, as provided in item (c) above in this paragraph 5, and condition also that the

shareholders shall have approved the elimination of the voting cap established in Article 7 of these Bylaws.

Paragraph 6. Without prejudice to the provision of paragraph 3 above, the calculation of a 30% interest in the issued

and outstanding shares of the Company (as provided in the main provision of Article 71) shall not include

involuntary increments resulting from cancellation of treasury shares, or share redemption or a reduction in the

capital stock amount resulting in cancellation of a proportionate number of shares.

Article 73. 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 74. 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

Article 75. For purposes of these Bylaws, the capitalized terms below shall have the following meanings:

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(a) “Acquiring Shareholder” means any person (including, for example, any natural or legal person, mutual or

investment fund, open or closed- end condominium, securities portfolio, universality of rights or other form of

organization, resident, domiciled or based in Brazil or elsewhere), including a Shareholder Group, or group of

persons bound under a voting agreement with the Acquiring Shareholder, and/or sharing similar interests with

the Acquiring Shareholder, where any such person subscribes for, or acquires shares issued by the Company.

Examples of persons sharing similar interests with the Acquiring Shareholder include any person (i) controlled

or managed by an Acquiring Shareholder; (ii) controlling and managing the Acquiring Shareholder in any way;

(iii) controlled or managed by any person that directly or indirectly controls or manages the Acquiring

Shareholder; (iv) in which the controlling shareholder of the Acquiring Shareholder directly or indirectly holds

ownership interest in at least 30% of the outstanding shares; (v) in which the Acquiring Shareholder has a

direct or indirect interest in at least 30% of the outstanding shares; or (vi) which directly or indirectly holds an

interest in at least 30% of the outstanding shares of the Acquiring Shareholder;

(b) “Shareholder Group” means a group of persons: (i) bound by oral or written agreement or contract of any

nature, including Shareholder Agreements, directly or through subsidiaries, controlling companies or

companies under common control; or (ii) between which there is a control relationship; or (iii) under common

control; or (iv) representing common interests. Examples of persons representing a common interest include:

(v) the direct or indirect owner of a shareholding representing 15% or more of the capital stock of another

entity; and (vi) two persons with a common third-party investor directly or indirectly holding shares

equivalent to 15% or more of the capital stock of each of these two persons. Any joint ventures, funds for

investment clubs, foundations, associations, trusts, tenancies in common, cooperatives, securities portfolios,

universality is of rights or any other manner of organization or venture, established in Brazil or abroad, shall be

considered part of a single Shareholder Group, whenever two or more of these entities are: (vii) managed or

administered by the same legal entity or parties related to a single legal entities; or (viii) when the majority of

their management is common to both entities, however for investment funds with the same manager, only

those for which the manager is responsible for any decision on votes cast at Shareholders’ Meetings, at its

discretion, shall be considered members of the Shareholder Group, subject to the respective regulations.

(c) “Independent Director” means a Director that meets the independence standards set forth in Paragraphs 6 and

7 of Article 22 of these Bylaws.

(d) “Institutional Investor” means any investor that (i) under CVM rules qualify as ‘qualified buyer’; and (ii) those

that are required by law or regulation or the bylaws (whether or not exclusively) to invest proprietary resources

in securities issued by public companies.

Sole paragraph. Capitalized terms used herein which are not defined in these Bylaws have the meaning ascribed to

them under the Novo Mercado Listing Rules.

CHAPTER X

LIQUIDATION

Article 76. The Company shall be dissolved and enter 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

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SELF-REGULATION

Article 77. 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

Article 78. The Company, the shareholders, the directors and officers and the fiscal council members (when the

Fiscal 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

Article 79. The Company shall observe the terms and conditions of the Shareholders’ Agreements filed at the

Company’s headquarters which do not conflict with the provisions of these Bylaws. Management shall not register

share transfers or transfers of other securities that fail to comply with the terms of Shareholder Agreements and the

President of the Shareholders’ Meetings shall not include votes cast that breach terms of such agreements, under

item (k) Article 29.

Article 80. The Company shall indemnify and hold harmless its Managers and other employees exercising

management position or duties in the Company (jointly or individually “Beneficiaries”) in case of any damage or

loss actually suffered by the Beneficiaries as a result of the regular exercise of their duties in the Company.

Paragraph One. In case any of the Beneficiaries are sentenced by a final and unappealable judgment in view of

negligence or misconduct, they shall reimburse the Company of all costs and expenses incurred with legal

assistance under the terms of the laws in effect.

Paragraph Two. The conditions and the limits of indemnification subject to this article shall be determined in a

written document to be implemented by the Nominations and Corporate Governance Committee of the Board of

Directors, without prejudice to taking out a specific insurance for coverage of management risks.

Article 81. The Company shall issue all notices, information, financial statements and periodical information

published or 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

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transmission errors or omissions.

Article 82. The Company may not make any donation, in kind or in assets, to any political parties, election

campaigns, candidates and similar committees, whether directly or indirectly.

Article 83. 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.

CHAPTER XIII

TEMPORARY PROVISIONS

Article 84. The maximum number of 13 member of the Board of Directors referred to in Article 22 should apply for

a period of two (2) years of the 12th and 13th Directors election date, limited to the end of the current term of office.

Documents

Extraordinary Shareholders' Meeting - Minutes