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04/29/2015

By-laws & Policies

Chapter I - Name, Head Office, Legal Venue, Purpose and Duration

Article 1 - The legal name of the company is SONAE SIERRA BRASIL S.A.
 
§ 1 - With the admission of the Company in a special listing segment named New Market of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”), the Company, its shareholders, managers and members of the Fiscal Council, when installed, shall be subject to the provisions of the New Market Listing Regulation of BM&FBOVESPA (“New Market Rules”).
 
§ 2 - The provisions of the New Market Rules shall prevail upon the provisions of these Bylaws in the   occurrence of losses of the rights of the offerees mentioned in these Bylaws.
 
Article 2 - The Company has its principal place of business and legal venue at Avenida Dr. Cardoso de Mello, no. 1.184, 13th floor, suite 132, Vila Olímpia, City of São Paulo, State of São Paulo, and may, upon resolution of the Board of Officers, open or close branches, offices and other facilities, in Brazil or abroad.
 
Article 3 - The purpose of the Company is: (a) the performance of planning, development, implementation and investment in the real estate sector, namely in Shopping Malls and in related activities, as entrepreneur, developer, construction company, lessor and consultant; (b) the exploration and management of own and/or of third party properties and of commercial establishments and the provision of related services in real estate transactions of own and/or third party properties; and (c) interest in other business companies and/or real estate investment funds, and the activities described herein may be carried out directly or by means of subsidiaries and affiliates.
 
Article 4 - The term of duration of the Company is undetermined.
 
 
Chapter II - Capital Stock and Shares

Article 5 - The Capital Stock is one billion, three hundred and ninety-seven million, eight hundred and sixty-five thousand, eight hundred and twenty-three Brazilian Reais (R$1,397,865,823.00), duly underwritten and fully paid, divided into seventy-six million, four hundred and twenty-three thousand, eight hundred and thirty-one (76,423,831) registered common shares, all nominative, in book-entry form and without par value.
 
§ 1 - All shares of the Company are nominatives, book-entry shares and shall be kept in a deposit account at a financial institution authorized by the Brazilian Securities and Exchange Commission (“CVM”). The costs for the transfer service set forth in Article 35, paragraph 3 of the Brazilian Corporation Law no 6.404, dated as of December 15, 1976, as amended (the “Brazilian Corporation Law”) may be charged from the shareholders.
 
§ 2 - The Company may not issue preferred shares or beneficiary rights.
 
Article 6 - Every common share is entitled to one vote in the decisions in the Company’s Shareholders Meetings.
 
Article 7 - The Company is authorized to increase its capital stock, irrespective of an amendment to the bylaws, up to the limit of two billion Brazilian Reais (R$2,000,000,000.00), by means of a resolution of the Board of Directors that shall establish, on a case by case basis, the amount of shares to be issued, the issue price and the subscription and payment conditions.
 
§1 - The Company may, within the limit of the authorized capital, issue share purchase options in favor of (i) its Managers and employees; or (ii) individuals that provide services to it or provide services to the companies under its control, as may be decided by the Board of Directors, with due regard for the plan approved by the Shareholders Meeting, the provisions in the Bylaws and the applicable legal rules; the shareholders’ preemptive right does not apply in this case.
 
§2 - Within the limit of the authorized capital, the Board of Directors may decide for the issue of subscription bonus for the alienation or attribution as additional advantage to the subscribers of capital or debentures issued by the Company, with regard for the applicable provisions in the law and in the bylaws.
 
Article 8 - In the event of a capital increase by the subscription of new shares, the shareholders shall have a preemptive right for the subscription, pursuant of the Brazilian Corporation Law, as amended. The exercise period of the preemptive right shall be established by the Board of Directors within at most thirty (30) days from the publication date of the announcement in the Official Gazette and in another mass-circulation newspaper.
 
 
Chapter III - Management

Section I - General Rules
 
Article 9 - The Board of Directors and the Board of Officers exercise the management of the Company, the members of which are, for the purposes of these bylaws, referred to simply as “Managers”.
 
§1 - The managers shall take office by means of a previous subscription of the Managers’ Consent Term to which the New Market Rules refer to and according to the applicable legal requirements.
 
§2 - The positions of Chairman of the Board of Directors and Chief Executive Officer or main executive of the Company shall not be accumulated by the same person.
 
Article 10 - The term of office of the members of the Board of Directors is two (2) years and of the Board of Officers  three (3) years, with a unified term of office, and in both cases reelection is admitted.
 
Article 11 - The managers are qualified in their positions by means of the execution of the declaration of acceptance of office drawn up in the respective Book of Minutes of Meetings or Sessions.
 
Article 12 - The exercise of the position as Manager is exempt from any management lien.
 
 
Section II - Board of directors
 
Article 13 - The Board of Directors is made up of at least five (5) and at most ten (10) members, that may not be shareholders and may reside in Brazil or abroad and are elected by the Shareholders Meeting that shall indicate the Chairman among them.
 
§1 - If a member of the Board of Director is absent or the position of a member is vacant, the member shall be replaced in the following manner and order: (a) by its specific alternate, if any, or if none was appointed, (b) the Board of Directors shall elect a substitute, who shall serve until the next first Shareholders Meeting. The alternate member elected at the Shareholders Meeting to fill the vacancy shall hold office until expiration of the term of the substituted member.
 
§2 - The agenda of the Shareholders Meeting in which the members of the Board of Directors are elected, under the terms of the Article 141, paragraph 4, item I of the Brazilian Corporation Law, shall always prioritize the performance of such procedure prior to the election by majority vote or also by multiple votes.
 
§3 - In the election of the members of the Board of Directors, when the works of the Board are opened, and in the event of a prior request to the Company to adopt the multiple vote procedure, within the period of time and under the conditions required by the law, the chairman of the General Meeting shall inform the request for multiple vote.
 
§4º - At least twenty percent (20%) of the members of the Board of Directors shall be qualified as Independent Directors, according to the definitions of the New Market Rules, and expressly declared as such in the minute of the Shareholders Meeting which elects them. Those members of the Board of Directors as provided in the Article 141, paragraphs 4 and 5 of the Brazilian Corporation Law, shall also be deemed as independent board member(s). When such percentage results in a fraction number of Directors, it is rounded to the whole number: (i) immediately superior, in the case of a fraction equal to or higher than five tenths (0.5); or (ii) immediately inferior, in the case of a fraction lower than five tenths (0.5).
 
§5 - The member of the Board of Directors may not have access to information or participate in meetings of the Board of Directors related to matters that represent or in which he/she has interests conflicting with those of the Company.
 
Article 14 - The Board of Directors shall meet at least once every three (3) months. Except if otherwise set forth in these Bylaws, the meetings of the Board of Directors shall be called by its Chairman or by the majority of its members and are chaired by the Chairman of the Board of Directors or by another person chosen by the majority of the Directors present in the meeting in the event the Chairman is not present. The call shall contain the time, place, agenda and the respective supporting documents of each of the ordinary quarterly meetings and shall be called at least eight (8) days in advance in relation to the date scheduled for the meeting. The calls for any meeting other than a regular quarterly meeting shall be sent by at least two (2) Directors that have requested such meeting to the other Directors at least eight (8) days in advance in relation to the date scheduled for the respective meeting, except in case of emergency, as then such call shall be delivered to each Director in the way set forth herein, but not less than forty-eight (48) hours in advance, with the indication “urgent”. The call shall be dispensed in the event of all members of the Board of Directors are present at the meeting.
 
§ 1 - The meetings of the Board of Directors shall be held at the head office of the Company or, if the Chairman of the Board of Directors so determines, in anywhere at the convenience of its members.
 
§ 2 - The members of the Board of Directors may attend any meeting of the Board of Directors by means of telephone, video-conference or any other means of communication that allows for reciprocal listening for all participants of the meeting, and it is agreed that the members of the Board of Directors that attend such meeting by any of such means shall be considered present at the meeting for all purposes.
 
§ 3 - The reasonable expenses incurred by the members of the Board of Directors in order to attend the meetings, including transportation, accommodation, meal and other expenses related to the activity of the member of the Board of Directors shall be borne by the Company.
 
Article 15 - The meetings of the Board of Directors shall be opened, in the first or second call, with the presence of the majority of the members of the Board of Directors.
 
Article 16 - In the meetings of the Board of Directors, the absent member may be represented by one of the other members if duly authorized in writing, as well as votes sent by letter, fax, e-mail or any other written form are admitted.
 
Article 17 - The following matters are incumbent upon the Board of Directors, in addition to other duties set forth in the law and in these Bylaws:
 
(a) establishing the general guidelines for the business of the Company;
 
(b) establishing the way the Company shall exercise the voting right in the Shareholders Meetings of the companies in which it holds interest;
 
(c) electing and dismissing the officers of the Company and establish their duties, the respective duties and power-decision limits;
 
(d) supervising the officers’ management, examining the books and documents of the Company at any time, and it may request information regarding the performance of any acts in the interest of the company, including executed agreements and agreements to be executed;
 
(e) calling for the Annual Shareholders Meetings pursuant to the law and Special Shareholders Meetings when deemed convenient;
 
(f) representing on the management report and on the accounts of the Board of Officers;
 
(g) authorizing the payment of dividends or interest on equity, based on the annual or interim balance, ad referendum of the Shareholders Meeting;
 
(h) solving the omitted cases of these Bylaws, provided that this does not affect the powers of the Shareholders Meeting;
 
(i) assuming the examination of and binding resolution on any matter of corporate interest that is not comprised among the exclusive competences of another corporate body;
 
(j) the approval of the proposed Annual Business Plan, including the approval of the annual budgets and capital expenditure of each property and of the capital expenditure budget. The approval of any amendments or modifications to any annual budget previously approved in each property and of the capital expenditure budget that result in an increase of the operating costs in an amount higher than ten percent (10%) and a negative variation of five percent (5%) or more in the net operating income (“Net Operating Income”);
 
(k) any resolution by the Company or any of its subsidiaries, branches or affiliates, as the case may be, to make investments, including the acquisition of any assets or the performance of any other investment, including, but not limited to any new real estate enterprise or the renewal of any already existing property (“New Investment”) not expressly considered in the Annual Business Plan;
 
(l) any resolution by the Company or by any of its subsidiaries, branches or affiliates to obtain, assume, renew or in any other way take out a new financing or debt (including any financing made by leasing) or the granting of any guarantee or indemnification concerning any financing or debt;
 
(m) any resolution to sell or make any assets of the Company or of its subsidiaries, affiliates or branches available (including by means of a leasing transaction);
 
(n) approval of any transactions involving the Company or its subsidiaries, affiliates or branches with any of the Shareholders, Directors, Officers and/or executives of the Company or of its subsidiaries, affiliates and branches, their respective spouses, companions or relatives up to second degree, or associated companies, including but not limited to any provision with regard to non-competition in favor of executives;
 
(o) filing a lawsuit, abandoning it, making settlement or compromises with regard to any lawsuits or claims against any third parties (except with regard to lawsuits concerning lease agreements) in amounts exceeding one hundred thousand Brazilian reais (R$100,000.00) or agreeing in the name of the Company or of its branches with the payment of any contested amounts or amounts claimed against the company or its branches, unless: (i) the payment of each lawsuit, claim or agreement is below one hundred thousand Brazilian reais (R$100,000.00) or (ii) if such event is covered by an insurance or (iii) with regard to lawsuits concerning lease agreements;
 
(p) the structure and the main aspects of all incentive plans for executives and any subsequent amendment or substitution;
 
(q) any resolution of the Company or of its subsidiaries, affiliates or branches to directly or indirectly develop a business or activity that is not a business that is currently being conducted or projected to be conducted by the Company and its subsidiaries, affiliates and branches;
 
(r) dismissal or substitution of (i) independent auditors after the issue of an opinion of the Fiscal Council, if installed, and (ii) independent property appraisers;
 
(s) the exercise of the voting right by the Company in any of its subsidiaries, affiliates or branches on any matter involving the matters listed in items “(j)” to “(s)” of the Article 17 of these Bylaws, as well as in the following matters: (i) merger (including merger of shares), spin-off, merger, transformation of the legal form or any other form of corporate restructuring or reorganization of the subsidiary, affiliate or branch in question or of any of its subsidiaries or affiliates or entities under its control; (ii) capital increases of the subsidiary, affiliate or branch in question or of any of its subsidiaries or affiliates, by means of the issue of new shares, subscription warrants, options or other financial instruments; (iii) any change in the dividend policy set forth in the Bylaws or Articles of Association of the subsidiary, affiliate or branch in question or of its subsidiaries;
 
(t) authorizing that any corporate restructuring is carried out that results in forms of judicial or extrajudicial recovery proceedings as set forth in the applicable legislation, and it is exclusively incumbent upon the Board of Directors and ad referendum of the Shareholders Meeting to file any request for voluntary bankruptcy or judicial or extrajudicial recovery of the Company, under the terms of the applicable legislation;
 
(u) adopting any position with regard to any Corporate Income Tax Return of the Company that the auditors revising such returns have identified as holding the risk of being questioned by the proper tax authority;
 
(v) any change in the human resource policy of the Company;
 
(w) manifest favorable or otherwise regarding any public tender offer of acquisition of shares that may consider as object the shares issued by the Company, though previous justified opinion, disclosed within fifteen (15) days from the publication of the notice of the public tender offer of acquisition of shares, which shall address at least: (i) the convenience and opportunity of the public tender offer of acquisition of shares in relation to the interest of all shareholders and the liquidity of the securities they own; (ii) the impact of the public tender offer of acquisition of shares on the interests of the Company; (iii) the strategic plans disclosed by the offeror in relation to the Company; (iv) other matters which the Board of Directors may consider appropriate, as well as the information required by CVM;
 
(x) definition of the guidelines concerning the general mix of lessees of each asset owned by the Company or any subsidiary or affiliate companies, as well as the minimum term of the main lease agreements (including, but not limited to lease terms, renewal periods, lease per floor or percentage, preemptive right, rights in the dissolution or breach of clauses and fees/fines). For the purpose of this item, “main lease agreements” shall mean any lease of area equal to or higher than 5,000 square meters of gross leasable area in properties; 
 
(z) defining the list with the names of three specialized firms in economic valuation of companies, for the preparation of a valuation report of the Company shares, in the event of a public tender offer of acquisition of shares for cancellation of the registration of the Company’s registration as a publicly-held company or delisting from the New Market; and
 
(ai) approval of the acquisition, by the Company, of the shares of its own issuance, to be kept in treasury and/or cancellation and subsequent sale.
 
§ 1 - The Board of Directors decides by majority vote of the members. Each member of the Board of Directors is entitled to one (1) vote in the meetings of the Board of Directors.
 
§ 2 - The Board of Directors shall, in its meetings and resolutions, rigorously comply with the terms and provisions of the Shareholders’ Agreements filed at the head office of the Company, where applicable to it, with regard for the obligations and duties of the members of the Board.
 

Section III - Executive Board
 
Article 18 - The Board of Officers shall be composed of: (a) 1 (one) Chief Executive Officer, and (b) 1 (one) to 6 (six) Officers, one necessarily being the Investor Relations Officer.
 
§ 1 - The Officers that shall be Brazilian residents and may, but not need to be shareholders elected by the Board of Directors.
 
§ 2 - The Board of Officers shall meet in ordinary meetings on the occasions it determines and in special meetings whenever necessary or convenient, upon the call of the Chief Executive Officer or jointly of two (2) of its members.
 
§ 3 - The meetings of the Board of Officers shall be opened with the presence of the majority of its members. The resolutions shall be taken by the majority of votes of those present and shall be drawn up in minutes in a specific book. The Chief Executive Officer who shall chair the meetings shall have the tie vote, in addition to his own one, when applicable.
 
§ 4 - Both for opening and resolution quorums, votes given in writing in advance and delegated votes shall be admitted.
 
§ 5 - In case of vacancy of any position in the Board of Officers, the Chief Executive Officer may appoint a temporary alternate until the holding of the first meeting of the Board of Directors, which shall deliberate the convenience of appointing a final alternate to hold the position for the remaining term of office of the substituted member. Likewise, the Chief Executive Officer may appoint, when necessary, alternates of the Officers who are temporarily absent or prevented. 
 
Article 19 - It is incumbent upon the Board of Officers to carry out all acts necessary for the achievement of the corporate purpose, with regard to the applicable legal provisions and provisions in the bylaws, in addition to the determinations of the Shareholders Meeting and of the Board of Directors.
 
Article 20 - It shall be incumbent upon the Chief Executive Officer:
 
(a) to establish the basic guidelines of action of the Board of Officers and to guarantee their strict compliance;
 
(b) to establish the control criteria of the business performance of the Company; and
 
(c) to chair meetings of the Board of Officers.
 
Sole Paragraph - It shall be incumbent upon the Investor Relations Officer to:
 
(a) ensure to shareholders, the market and the public in general access to information on democratic, transparent and accurate manner, thereby contributing to the maximization of the Company’s market value and the increase of the liquidity of the Company’s shares;
 
(b) provide information to the market relating to the Company’s performance and the results;
 
(c) define the standardization and transparency strategies with respect to the Company’s information for purposes of disclosure to shareholders and the capital market;
 
(d) provide for the compliance with policies which cause the Company’s information of financial, economic, corporate and environmental nature accessible by internal and external audiences;
 
(e) establish the Investor Relations Department’s communication plan, by providing for the implementation thereof;
 
(f) define the new strategies to disclose information to the market, in reliance upon analysis and market’s opinion on the Company; and
 
(g) propose the organizational initiatives which influence the creation of value to shareholders, by making short and medium term results compatible with long-term projections.
 
Article 21 - It is incumbent upon the Officer chosen by the Chief Executive Officer to substitute him/her when absent or on occasional impediments.
 
Article 22 - As a general rule, and except for the cases under the Paragraphs of this Article, the Company obligates itself validly whenever represented (i) by any two (2) members of the Board of Officers together; (ii) by any one (1) members of the Board of Officers together with one (1) agent within the limit of the respective power of agent, appointed under the terms of Paragraph Two below; or (iii) by two (2) agents together, within the limit of the respective powers of agent, appointed under the terms of Paragraph 2 below.
 
§ 1 - The Company may be represented by only one (1) member of the Board of Officers or one (1) agent when it deals about receiving and grant release for amounts that are due to the Company, bills or invoices with regard to its sales, as well as in the cases of correspondences that do not create obligations for the Company and of acts of simple administrative routine, including those carried out before public bodies in general, authorities, public companies, public private partnerships, Board of Trade, Labor Justice, Social Security Financial Management Institute (“IAPAS”), Unemployment Compensation Fund (“FGTS”) and their collecting banks, and others of identical nature.
 
§ 2 - When appointing agents, the following rules shall be observed:
 
(a) all powers of agent shall be issued by the Chief Executive Officer or by two (2) Officers together; and
 
(b) except in cases of representation at court or similar, in which the exercise until the settlement of the question or the court or arbitration proceeding is of the essence, all other powers of agent shall be for a certain period of time not exceeding one year and shall have powers limited to the needs of the purpose for which they have been issued.
 
§ 3 - Acts carried out by Managers breaching the rules of these Bylaws shall be null and shall not generate liabilities for the Company.
 
Chapter IV - Shareholders Meetings

Article 23 - Shareholders Meetings called and installed pursuant to the law and to these Bylaws have powers to decide all business concerning the purpose of the Company and to take resolutions that are deemed convenient for the Company’s defense and development.
 
Sole Paragraph - In addition to the matters set forth in the law, it shall be incumbent upon the Shareholders Meeting to settle cases omitted in these Bylaws, with regard for the provisions in the Brazilian Corporation Law, as amended, the New Market Rules and for the other applicable legal provisions and the provision contained herein.
Article 24 - The Shareholders Meeting shall be held annually and whenever the business of the Company so requires, under the terms of the Brazilian Corporation Law, as amended. With regard for the provision in applicable legislation, the shareholders shall be called to participate in the Shareholders Meetings by means of a call notice published pursuant to Article 124, paragraph 1, item II of the Brazilian Corporation Law, as amended.
 
Article 25 - Shareholders Meetings shall only be installed in the first call when the shareholders representing at least one fourth of the voting stock of the Company are present and, in the second call, when shareholders representing any number of shares with voting right are present.
 
Article 26 - The Chairman and the Secretary of the Shareholders Meeting shall be elected by the majority of the shareholders attending the Shareholders Meeting at which the members of the Board of Directors are to be elected. The Chairman’s and Secretary’s term of office shall be equal to the term of office of the members of the Board of Directors.  If the Chairman or the Secretary is unable to attend a Shareholders Meeting, the unable person will be replaced by the Chairman of the Board of Directors, or by someone indicated by him.
 
Sole Paragraph - Except for the cases for which the law determines a qualified majority, and subject to the provisions of Article 37 below, the resolutions of the Shareholders Meeting shall be taken by absolute majority of the votes present, and votes in blank shall not be counted.
 
Article 27 - It is incumbent upon the Shareholders Meeting, in addition to the other duties set forth in the law:
 
(a) to receive the management accounts, examine, discuss and vote on the financial statements;
 
(b) to elect and dismiss the members of the Board of Directors, as well as to indicate, among them, the Chairman of the Board;
 
(c) to establish the annual overall remuneration of the members of the Board of Directors and of the Board of Officers, as well as the one of the members of the Fiscal Council, if installed;
 
(d) to decide on the cancellation of the registration as publicly-held company at CVM;
 
(e) to decide on the delisting of the Company from the Segment referred to as New Market of BM&FBOVESPA; and
 
(f) to choose the specialized company responsible for the preparation of an valuation report of the Company shares, in the event the registration as publicly-held company is cancelled or the delisting of the company from the New Market Rules, as set forth in Chapter VII of these Bylaws, among those indicated by the Board of Directors.
 
Chapter V - Fiscal Council

Article 28 - The Fiscal Council is non-permanent and shall have the powers and authority conferred upon by the legislation and, when installed upon the General Meeting’s or shareholders’ request in the events set forth in the legislation, shall be composed of, at minimum, 3 (three) and, at maximum, 5 (five) active members and equal number of alternates, whether shareholders or not, elected at the General Meeting by operation of law.
 
§ 1 - When installed, the Fiscal Council shall exercise the duties and powers conferred by the law, as well as it shall establish the respective internal regime.
 
§ 2 - The members of the Fiscal Council take office by means of a previous subscription of the Consent Term of the Members of the Fiscal Council to which the New Market Rules refers to and according to the applicable legal requirements.
 
Chapter VI - Fiscal Year, Financial Statements and Profit-and-Loss-Statements

Article 29 - The fiscal year shall start on January 1 and end on December 31 of each year.
 
§ 1 - At the end of each fiscal year, the financial statements concerning the ended fiscal year shall be drawn up and presented to the Board of Directors and to the Shareholders Meeting, with regard for the applicable legal provisions.
 
§ 2 - Together with the financial statements of the fiscal year, the Board of Directors shall present a proposal on the allocation of the net profit to the Annual Shareholders Meeting, with regard for the provisions in these Bylaws and in the law. The proposal shall contain the amount to be used as legal reserve, within the appropriate limit, and a potential allocation of funds for the creation and transaction of the reserve for contingencies and of the reserve of profits to be made, pursuant to and for the purposes allowed by law.
 
§ 3 - The shareholders shall be entitled to receive a mandatory dividend of twenty-five percent (25%) of the net profits of each fiscal year, with the following adjustments: (i) increase of the amounts within the fiscal year: (a) resulting from the reversal of reserves to contingencies, previously created; and(b) those resulting from the redemption of profits in the fiscal year that have been transferred before to the reserve of profits to be redeemed; and (ii) decrease of the amounts destined, in the fiscal year, to the creation of a legal reserve, of contingency reserve and of the reserves of profits to redeem.
 
§ 4 - The allocation of the profits to the reserves set forth in Paragraph Three of this Article and the profit withholding by the budget of authorized capital pursuant to the law that are decided by the Shareholders Meeting may not negatively affect the mandatory dividend referred to in Paragraph Three.
 
§ 5 - If the balance of the profit reserves, except for contingencies and profits to be redeemed, except the amount of the capital stock, the Shareholders Meeting shall decide on the verified excess.
 
§ 6 - The Company may draw up half-yearly balances and interim balances. The Board of Directors, with regard for the legal limits, may decide on the dividend distribution to the account of assessed profit in those balances that may be set off with the mandatory minimum dividend. The Board of Directors may also declare interim dividends for the account of accumulated profits or for existing profit reserves, based on the law annual or quarterly balance approved by the shareholders.
 
§ 7 - Dividends not received or not claimed within a period o three (3) years from the date on which they have been made available for the shareholder, expire in favor of the Company.
 
§ 8 - The amount of the interest paid or credited as remuneration of own equity under the terms of Article 9, paragraph 7 of Law no. 9.249/95, as well as of the applicable legislation and regulation, may be added to the amount of the mandatory dividend, whereby such amount is part of the sum of the dividends distributed by the Company for all legal effects.
 
§ 9 - With regard for the provision in Article 202, paragraph 3, I and II of the Brazilian Corporation Law, the mandatory dividend shall not be paid in the fiscal year in which the management bodies inform the Annual Shareholders Meeting that it is incompatible with the financial situation of the Company, and it is agreed that the Fiscal Council, if functioning, shall give its opinion. The dividends thus withheld shall be payable when the financial situation allow so.
 
§ 10 - Under the terms of Article 190 of the Brazilian Corporation Law, the Annual Shareholders Meeting that approves the accounts of the fiscal year may determine a distribution of up ten percent (10%) of the result of the fiscal year to the Managers of the Company, after the adjustments of Article 189 of the Brazilian Corporation Law, as profit sharing. Such distribution may only be made in fiscal year in which the shareholders of the Company are ensured the mandatory dividend payment set forth in Paragraph 3 above.
 
Chapter VII - Change of control, Cancellation of the Registration as Publicly-Held Company and Exit From the Novo Mercado("New Market")

Article 30 - The Change of Control, as defined in Paragraph 1 of this article, that occurs directly or indirectly, by means of a transaction or of successive transactions, shall be made with the suspensive and resolutory condition that the acquirer of the Control undertakes to make the public offering to acquire the shares from the other shareholders of the Company, with regard for the conditions and the periods of time set forth in the legislation and in the New Market Rules, in such a way as to ensure them treatment equal to the treatment given to the selling Controlling Shareholder.
 
§ 1 - For the purposes of these Bylaws, the terms below indicated in capital letters shall have the following meanings:
 
“Control” (as well as its related terms, “Power of Control” or “Controlling Shareholder”) means the power actually used to directly or indirectly and actually or legally direct the corporate activities and provide guidelines for the functioning of the Company bodies, regardless of the share interest held in the Company. It is presumed that the Control is held by the person or Group of Shareholders that hold an amount of share that ensures the absolute majority of the votes of the shareholders present in the last three (3) Shareholders Meetings of the Company, even if such person does not hold an amount of shares that ensure the absolute majority of the voting stock.
 
“Group of Shareholders” means the group of individuals (a) that are directly or indirectly linked by contracts or agreements of any nature, including shareholders’ agreements, directly or by means of Subsidiaries, Parent Companies or Companies under Joint-Control; (b) among which there is a directly or indirectly relationship of Control; or (c) that are under Joint-Control; or (d) that operate representing a common interest. Examples for individuals or legal entities that represent a common interest include (i) an individual or legal entity that directly or indirectly holds corporate interest equal to or higher than fifteen percent (15%) of the capital stock of the other legal entity; and (ii) two legal entities that have a third investor in common that directly or indirectly holds corporate interest equal to or higher than fifteen percent (15%) of the capital stock of the two entities. Any joint-ventures, funds or investment clubs, foundations, associations, trusts, condominiums, security portfolios, universitas iuris or any other organization or enterprise forms, created in Brazil or abroad, are considered part of a same Group of Shareholders whenever two or more among such entities: (x) are administered or managed by the same legal entity or by parties related to a same legal entity; or (y) have the majority of their managers in common. 
 
§ 2 - The selling Controlling Shareholder(s) or the selling Group of Controlling Shareholders may not transfer the ownership of their shares while the buyer does not sign the Controlling Shareholders’ Term of Consent to which New Market Rules refer to.
 
§ 3 - The Company shall not register: (a) any share transfer to the acquirer of the Power of Control or to the one/those that will hold the Control, while he/she/it/they do(es) not sign the Shareholders’ Term of Consent contained in the New Market Rules; and (b) any Shareholders’ Agreement and/or other kind of voting covenant that provides on the exercise of the Control without that its signatories would have subscribed the Shareholders’ Term of Consent contained in the New Market Rules.
 
§ 4 - For the purposes of the provisions in these Bylaws, “Shareholders’ Term of Consent” is understood as the term by which the new Controlling Shareholders or the shareholder(s) that will be part of the controlling group of the Company undertake personal responsibility to submit themselves to and act in accordance with the New Market Participation Agreement, with the New Market Rules, with the Arbitration Clause, with the New Market Penalties Rules, and with the Arbitration Regulation, provided that this provision has the effect of an Arbitration Clause, as per the template contained in the New Market Rules.
 
Article 31 - The public offering mentioned in the previous article shall also be made:
 
(a) In the cases in which subscription rights of shares and of other titles or rights regarding the securities convertible into shares, which comes to result in the Change of Control of the Company; and
 
(b) In the event of change of Control of a company that holds the Control over the Company, whereby in that case the selling Controlling Shareholder is obliged to state the value attributed to the Company in that transfer to the BM&FBOVESPA and attach the documentary evidence of such value.
 
Article 32 - Those persons that acquire the Power of Control as a result of a private share purchase agreement entered into with the Controlling Shareholder(s), involving any amounts of shares, are obliged to:
 
I. make the public offering referred to in Article 30 of these Bylaws;
 
II. pay as indicated below the difference between the price paid on the public offering and the price paid for the shares eventually acquired in a stock exchange in the past six (6) months prior to the date of the Change of Control of the Company, duly adjusted by the SELIC rate up to the date of payment. Such amount that shall be distributed amongst all individuals and entities that sold shares of the Company in the market session in which the acquirer performed acquisition within such period, proportionally to the seller’s daily net balance per share, being BM&FBOVESPA responsible to operate such distribution, pursuant to its rulings; and
 
III. take the necessary measures to replace, within the six (6) months following the Change of Control, the minimum percentage of twenty-five percent (25%) of all outstanding shares of the Company, in the event after the Change of Control the percentage of such shares is lower than the minimum required by the New Market Rules.
 
Article 33 - In case the Company’s delisting from the New Market is approved (i) for trade of the shares outside the Listing Segment referred to as New Market, or (ii) as a result of the corporate restructuring in which the shares of the company resulting from such restructuring are not admitted for trade in the Listing Segment referred to as New Market in the period  of one hundred and twenty (120) days counted as from the date of the shareholders’ meeting that approved such reorganization, the Controlling Shareholder shall launch a public tender offer for the acquisition of the shares held by the remaining shareholders of the Company with a purchase price corresponding at least, to the economic value of the shares, determined in accordance with the relevant appraisal report mentioned in Article 37, paragraphs 1 and 2 of this Bylaws, in accordance with applicable laws and regulations. 
 
Article 34 - In the situation when there is no Controlling Shareholder, in the event of the Company’s delisting from the New Market is approved, whether due to delisting from the New Market or due to a corporate reorganization in which the shares of the surviving entity are not admitted for trading in the New Market in the period of 120 (one hundred and twenty) days counted as from the date of the shareholders’ meeting that approved such reorganization, the delisting will be subject to a public tender offer for the acquisition of shares in the same condition provided above.
 
§ 1 - Such shareholders’ meeting shall define the person(s) in charge for carrying out the public tender offer for the acquisition of shares, that shall be present in such meeting and shall expressly assume the obligation of carrying out such public tender offer.   
 
§ 2 - In the situation where there is no responsible in charge for carrying out the public tender offer for the acquisition of shares, if there is a corporate reorganization in which the shares of the surviving entity are not admitted for trading in the New Market, the shareholders that voted in favor of the corporate reorganization shall carry out such public tender offer.
 
Article 35 - The delisting of the Company from the New Market due to non-compliance with requirements included in the New Market Rules is subject to the carrying out of a public tender offer for the acquisition of shares, at least, at the economic value of shares, to be determined in the appraisal report referred to in Article 37 of these Bylaws, according to the applicable laws and regulations
 
§ 1 - The Controlling Shareholder must carry out the public tender offer provided in the caput of this Article.
 
§ 2 - In the event that there is no Controlling Shareholder and the delisting of the New Market referred to in the caput is result of a resolution by the shareholders’ meeting, the shareholders that voted for the resolution resulting in the noncompliance must perform the public tender offer provided by the caput.
 
§ 3 - In the event that there is no Controlling Shareholder and delisting from the New Market referred to in the caput is due to an act or fact from the managing boards of the Company, the Company’s managers must call a shareholders’ meeting to deliberate on how to resolve the noncompliance with the requirements of the New Market Rules or, as the case may be, resolve on the Company’s delisting from the New Market.
 
§ 4 - In the event the shareholders’ meeting mentioned in the paragraph 3º above resolve to delist the Company from the New Market, such shareholders’ meeting must establish the persons responsible for the public tender offer provided by the caput, that, when attending the meeting, must assume the obligation of carrying out the offer.
 
Article 36 - The cancelation of registration as a publicly-held company by the Company is conditioned upon a public tender offer for acquisition of shares to be made by the Controlling Shareholder or the Company, as the case may be, at a minimum price based on the economic value of the Company determined in a valuation report to be prepared in accordance with the Article 37 below and in observance to the applicable legal and regulatory requirements.
 
Article 37 - The assessment report referred in the articles 33, 35 and 36 above shall be prepared by a specialized company or institution, with proven experience and independent from the Company, from its Managers and controlling shareholders, as well as from their resolution power, and the report shall also satisfy the requirements of the Article 8, Paragraph 1 of the Brazilian Corporation Law and contain the responsibility set forth in Paragraph 6 of the same article.
 
§ 1 - The choice of the specialized company responsible for the ascertainment of the economic value of the Company is an exclusive incumbent to the Shareholders Meeting, based on the presentation of a list with three names by the Board of Directors, and the respective resolution shall be made by absolute majority of the votes of the outstanding shares given in the Shareholders Meeting that decides on the matter, and votes in blank are not counted. That Meeting, when opened with the first call, shall be attended by the shareholders representing at least twenty percent (20%) of the total outstanding shares or, when opened in the second call, may be attended by any number of shareholders representing outstanding shares.
 
§ 2 - The costs for the preparation of the assessment report shall be fully borne by the offeror.
 
Article 38 - A single public acquisition offering aiming at more than one of the purposes set forth in this Chapter VII, in the New Market Rules or in the regulation issued by CVM may be made, since the single public acquisition offering is compatible with the other public acquisition offering forms and an authorization of CVM has been obtained when required by the applicable legislation.
 
Article 39 - The Company or the shareholders responsible for the placing of the public offerings set forth in this Chapter VII, in the New Market Rules or in the regulation issued by CVM may ensure the placement by the intermediation of any shareholder, third party and, as the case may be, by the Company, provided that there is no damage for the addressees of the public tender offer and that the authorization of CVM has been obtained when required by the applicable legislation. The Company or the shareholder, as the case may be, are not exempted from the obligation to make the public offering until it is completed, with regard for the applicable rules.
 
Sole Paragraph - Irrespective of the provision in articles 38 and 39 of these Bylaws, the provisions of the New Market Rules shall prevail in the cases of damage to the rights of the addressees of the offers mentioned in such Articles.
 
Chapter VIII - Arbitration

Article 40 - The Company, its shareholders, Managers and the members of the Fiscal Council undertake to settle any and all disputes and conflicts by arbitration with the Market Arbitration Chamber of BM&FBOVESPA that may arise between them and is related to or stemming from especially the application, validity, effectiveness, interpretation, violation of and violation effects on the provisions contained in the Brazilian Corporation Law, in the Bylaws of the Company, in the rules enacted by the National Monetary Council, by the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, as well as in the other rules applicable to the operation of the capital market in general, in addition to those contained in the New Market Rules, in the New Market Participation Agreement, in the Arbitration Regulation of the Arbitration Chamber of the Market, and in the New Market Penalties Rules.
 
§ 1 – The arbitral tribunal shall be composed by three (3) arbitrators appointed in accordance with the arbitration rules of the Market Arbitration Chamber of BM&FBOVESPA.
 
§ 2 – The place of arbitration shall be São Paulo, State of São Paulo, Brazil. The arbitral proceedings shall be conducted in Portuguese. The arbitration shall be processed and judged in accordance with Brazilian law.
 
§ 3 - Without prejudice to the validity of the arbitration clause, the protective and emergency measures to be requested by the parties with the arbitral tribunal, before it has been constituted, shall be presented to the Brazilian law courts. From the constitution of the arbitral tribunal, all protective and emergency measures must be pled directly to the arbitral tribunal, that will be authorized to maintain, modify or revoke the provisional or emergency measures previously required to the Brazilian law courts.
 
Chapter IX - Liquidation

Article 41 - The Company shall enter into liquidation in the cases determined by the law, and it is then incumbent upon the Shareholders Meeting to elect the liquidator or liquidators, as well as the Fiscal Council that shall operate in that period, with regard for the legal formalities.
 
 
Chapter X - Final and Transitory Provisions

Article 42 - The cases omitted in these Bylaws shall be solved by the Shareholders Meeting and regulated in accordance with the provisions of the Brazilian Corporation Law, the New Market Rules and the applicable law.
 
Article 43 - The Company shall comply with the shareholders’ agreements filed at its Head Office, if any, and the registration of share transfer and the count of votes given in Shareholders Meetings or meetings of the Board of Directors contrary to its terms is forbidden.