Article 40: Direct or indirect disposal of the Company’s Control, whether it is done in a single transaction or in a series of transactions, shall be agreed under the condition precedent or subsequent that the Buyer undertakes to make a public tender offer to acquire all shares held by the other shareholders in the Company, as pursuant to the terms and conditions set forth in the current law and in the Novo Mercado Listing Rules, in order to assure to them equal treatment as the one given to the Selling Controlling Shareholder.

Sole Paragraph: The public tender offer to which this article refers shall also be required: (i) whenever there is an assignment, for consideration, of subscription rights for shares and other securities, or of rights related to securities convertible into shares, that results in Disposal of Company’s Control; or (ii) whenever there is a disposal of the controlling interest in a Company that holds the Company’s Control. In this case, the Selling Controlling Shareholder must inform BM&FBOVESPA of the value given to the Company in the transaction and provide documents that support the valuation.

Article 41: For the purposes of this Chapter, the terms starting with capital letters shall have the following meaning:

(a) “Buyer” means the one to whom the Selling Controlling Shareholder transfers Control of the Company through Disposal of the Company’s Control;

(b) “Controlling Shareholder” means the shareholder(s) or Group of Shareholders who exercise the Control Power of the Company;

(c) “Selling Controlling Shareholder” means the Controlling Shareholder carrying out the Disposal of Control of the Company;

(d) “Controlling Shares” means the block of shares, which ensure, directly or indirectly, to their holders, the individual and/or shared exercise of the Control Power of the Company;

(e) “Outstanding Shares” means all the shares issued by the Company, except for those held by the Controlling Shareholder, by persons related to it, by members of the Board of Directors and of the Board of Executive Officers and those shares held in treasury;

(f) “Disposal of Control” means to transfer, to a third party, for consideration, the Control Shares.

(g) “Control” or “Control Power” (as well as their related terms, “Controlling”, “Controlled” or “under common Control”) means the actual and effective power to direct the Company’s activities and to establish the guidelines for the operation of its management bodies, directly or indirectly, in fact or in law, regardless the shareholding interest held. Rebuttable presumption of Control will exist where a person or a Group of Shareholders that holds enough shares to ensure an absolute majority of votes accorded to the shareholders present at the Company’s previous three (3) shareholders meetings, even if they do not hold the number of shares that actually provide them an absolute majority of the voting shares;

(h) “Group of Shareholders” – means any group of people: (i) bound by voting agreements or contracts of any kind, either directly or through companies controlled, controlling or under common control, or (ii) among which there is a relationship of control, or (iii ) under common control;

(i) “Economic Value” means the value of the Company and its shares as determined by a specialized firm and based on reputable methodology or on any other CVM criteria.

Article 42: The person that acquires the Control Power due to private stock purchase agreement entered into with the Controlling Shareholder, involving any number of shares, must: (i) make a public tender offer as pursuant to Article 40 above; (ii) take all necessary measures to recompose the minimum percentage of twenty five percent (25%) of the total number of outstanding shares within six (6) months subsequent to the acquisition of the Power of Control; and (iii) pay, pursuant to the following terms, the amount equivalent to the difference between the price of the public tender offer and the amount paid per share occasionally acquired in stock exchange within the six (6) month-period prior to the date of acquisition of the Control Power, duly updated up to the date of payment. Such amount shall be distributed among all people who sold shares of the Company in the exchange floors in which the Buyer performed acquisitions, proportionally to the daily selling net balance of each one, and BM&FBOVESPA shall operate the distribution, pursuant to its regulations.

Article 43: The Company will not register any transfer of shares to the Buyer or to whoever may hold the Control Power, until such person signs the Statement of Consent from Controlling Shareholders as pursuant to Novo Mercado Listing Rules.

Article 44: The Company will not file any shareholders agreements that provide for the exercise of Control Power until the parties thereto have signed a Statement of Consent from Controlling Shareholders as pursuant to Novo Mercado Listing Rules.

Article 45: Any shareholder or person that acquires or becomes the holder of shares of the Company, in a percentage equal to or greater than twenty five percent (25%) of the total shares issued by the Company shall, within sixty (60) days from the date of acquisition or event that resulted in the ownership of shares in a percentage equal to or greater than twenty five percent (25%) of the total shares issued by the Company, make or request the registration, as the case may be, of a public tender offer of all shares issued by the Company, pursuant to the provisions of the applicable regulations of the CVM, Novo Mercado Listing Rules, other regulations of BM&FBOVESPA and the terms of this Article.

Paragraph One – The public tender offer shall be (i) for all shareholders of the Company indistinctly, (ii) through auction to be conducted on the BM&FBOVESPA, (iii) launched at the price determined according to Paragraph Two of this Article, and (iv) paid in cash, in Brazilian currency, against the acquisition in the public tender offer of the shares issued by the Company.

Paragraph Two – The price for the acquisition of each share of the Company in the public tender offer may not be less than ninety percent (90%) of the highest quotation per unit of the shares issued by the Company on the BM&FBOVESPA registered in the period of twenty four (24) months prior to the completion of the tender offer, excluding the three highest values.

Paragraph Three – The conduction of the tender offer referred to in the main provision of this Article shall not prevent other shareholder of the Company or, as the case may be, the Company itself, from promoting a tender offer concurrently, in accordance with the applicable regulations.

Paragraph Four – The person or shareholder shall comply with any requests or requirements of the CVM, based on the laws applicable to the tender offer, by the final deadlines fixed by the applicable regulations.

Paragraph Five – If the person or shareholder does not comply with the obligations under this Article, including as the deadlines stipulated (i) for the registration or the application for registration of the tender offer or (ii) for the fulfillment of any requests or requirements from the CVM, the Board of Directors of the Company shall convene an Extraordinary Shareholders Meeting, at which the shareholder or person shall not be entitled to vote, to resolve on the suspension of the exercise of the rights of the person or shareholder that failed to comply with any obligation under this Article, as provided for in Section 120 of the Brazilian Corporations Law, without prejudice to the person or shareholder‘s liability for losses and damages caused to the other shareholders as a result of the breach of his/her/its obligations under this Article.

Paragraph Six – Any person or shareholder acquiring or becoming holder of other shareholding rights, including usufruct or fideicommissum, relating to the shares issued by the Company in a number equal to or exceeding thirty per cent (30%) of all shares issued by the Company, shall also, within no more than sixty (60) days after the date of such acquisition or the event resulting in the vesting of said rights in and to shares in a number equal to or exceeding thirty per cent (30%) of all shares issued by the Company, register or apply for the register of a tender offer, as the case may be, pursuant to the terms of this Article.

Paragraph Seven – The obligations provided for in Section 254-A of Brazilian Corporations Law and Articles 44, 44 and 46 of these Bylaws, do not release the person or shareholder from complying with his/her/its obligations under this Article, except as provided for in Articles 54 and 55 of these Bylaws.

Paragraph Eight – The provisions of this Article do not apply if a person becomes holder of shares issued by the Company in a number exceeding thirty per cent (30%) of all shares issued by the Company as result of (i) legal succession, so long as the shareholder disposes of the exceeding shares within sixty (60) days after the relevant event (ii) merger of another company with and into the Company, (iii) merger of all shares of another company with the Company, or (iv) subscription of shares of the Company in one sole primary issuance which has been approved at a Shareholders Meeting of the Company convened by its Board of Directors and whose proposal of capital increase has determined the fixing of the shares issuance price based on the economic value calculated according to an economic and financial valuation report of the Company issued by a company with proven expertise in valuation of publicly-held companies.

Paragraph Nine – For the purposes of calculation of the thirty per cent (30%) of all shares issued by the Company described in the main provision of this Article, the involuntary increases in equity interest resulting from cancellation of treasury shares, or reduction of the share capital of the Company with cancellation of shares shall not be calculated.

Paragraph Ten – If the CVM regulation applicable to the tender offer provided for in this Article requires the adoption of a calculation criteria for determination of the price for the acquisition of each share of the Company in the tender offer which results in an acquisition price greater than that determined under Paragraph Two of this Article, the acquisition price calculated under the CVM Regulation shall prevail in the implementation of the tender offer under this Article.

Article 46: In the public offering for acquisition of shares to be conducted by the Controlling Shareholder or by the Company for cancelation of the registration of the Company as a publicly-held company, the minimum price to be offered shall be equal to the economic value determined in the valuation report referred to in Paragraph One and Two of this Article, as pursuant to the legal standards and regulations applicable.

Paragraph One: The valuation report referred to in main provision of this Article shall be prepared by a specialized company with proven expertise and independent from the power of decision of the Company, its Management members and Controlling Shareholders, and the report shall also meet the requirements of Paragraph One of Section 8 of the Brazilian Corporations Law and include the responsibility provided for in Paragraph Six of said provision.

Paragraph Two: The selection of the specialized institution or firm responsible for determining the economic value of the Company shall be made by the Shareholders Meeting, after submission by the Board of Directors of a list of three names, and the resolution shall be taken by the qualified majority of the votes, blank votes not being computed, of the Outstanding Shares at the Shareholders Meeting which, if called to order at first call, shall have as quorum the shareholders representing at least twenty per cent (20%) of all Outstanding Shares; or, if called to order at a second call, may be conducted with the attendance of any number of shareholders representing the Outstanding Shares.

Article 47: If the shareholders resolve on the delisting of the Company from the Novo Mercado so its securities are to be traded outside the Novo Mercado, or due to a corporate reorganization according to which the surviving company does not have its securities admitted for trading in the Novo Mercado within one hundred and twenty (120) days as of the date of the shareholders meeting which approved the mentioned reorganization, the Controlling Shareholders shall make a tender offer for the acquisition of the shares of the other shareholders of the Company, for a price at least equal to the economic value determined in the valuation report referred to in Paragraph One and Two of Article 46 above, subject to the applicable legal and regulatory rules.

Article 48: If there is no Controlling Shareholder, in case the delisting of the Company from the Novo Mercado is approved, whether to have its securities traded outside the Novo Mercado or due to corporate reorganization according to which the surviving company does not have its securities admitted for trading in the Novo Mercado within one hundred and twenty (120) days as of the date of the shareholders meeting which approved the mentioned reorganization, the public offering for acquisition of shares shall be carried out pursuant to the terms provided for in the Article above.

Paragraph One: The aforementioned shareholders meeting shall define the person(s) in charge with the performance of the public offering of shares, who shall expressly assume thereby the obligation to implement the offering.

Paragraph Two: In case of no definition of the responsible persons for the implementation of the public offering of shares, in case of corporate reorganization, where the company resulting from such reorganization does not have its securities admitted to negotiation in the Novo Mercado, the shareholders who voted in favor of the corporate reorganization shall perform such offering.

Article 49: The delisting of the Company from Novo Mercado by virtue of non-compliance with any of the obligations provided for in the Novo Mercado Listing Rules is conditioned to the execution of a public offering to acquire shares for at least the Economic Value of the shares, to be determined in an appraisal report mentioned in Article 46 hereof, subject to the applicable laws and regulations.

Paragraph One: The Controlling Shareholder shall conduct the public offering of shares provided for in the main section of this Article.

Paragraph Two: In the event there is no Controlling Shareholder and the delisting from the Novo Mercado mentioned in the main section results from decision taken by the shareholders meeting, the shareholders who voted in favor of such resolution that implied its non-compliance shall make the public tender offer provided for in the main section.

Paragraph Three: In the event there is no Controlling Shareholder and the delisting from the Novo Mercado mentioned in the main section occurs due to any act or fact of the Management, the Company’s management shall convene a shareholders meeting to decide on how to remedy the non-compliance with the obligations contained the Novo Mercado Listing Rules or, if necessary, to resolve on the delisting from the Novo Mercado.

Paragraph Four: If the shareholders meeting referred to in Paragraph Three above resolves on the delisting from the Novo Mercado, said Shareholders Meeting shall define the person(s) responsible to make the public offering of shares mentioned on the main section, and such person(s), attending the meeting, shall expressly undertake to make the offering.