QGEP PARTICIPAÇÕES S.A. CNPJ/MF No / NIRE: Publicly Held Company PROPOSAL OF THE MANAGEMENT

Transcription

1 CNPJ/MF No / NIRE: Publicly Held Company PROPOSAL OF THE MANAGEMENT Dear Shareholders, In compliance with the provisions of the Instruction of Comissão de Valores Mobiliários ( CVM ) [The Brazilian equivalent to the US Securities and Exchange Commission] No. 481, of December 17, 2009 ( ICVM 481/09 ), the management of QGEP Participações S.A. ( Company ) submits below its proposal for the items to be deliberated at the Extraordinary General Meeting to be held on April 16, 2012, at 10:00 hours. 1. Adaptation of the Articles of Incorporation of the Company to the new provisions of the Novo Mercado Listing Rules adopted by BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange, upon: (a) amendment to Article 1; Article 5; Article 15; Article 16; Article 19; Article 24, 2 and 3; Article 33, main section, 1 and 4; Article 35; Article 37; Article 38; Article 39; Article 40; Article 41 e Article 45; and (b) inclusion of new Article Amendment to Article 18 of the Articles of Incorporation, to include the possibility of call of the meetings of the Board of Directors electronically and the possibility of the Chairman of the Board of Directors including other matters in the agenda of the meetings, provided that the members of the Board of Directors are informed with respect to the agenda at least 24 hours in advance.

2 3. Amendment to item k) of Article 19 of the Articles of Incorporation, to determine that the authority of the Board of Directors in relation to the matters listed in that item also covers the companies controlled directly or indirectly by the Company. 4. Inclusion of the new item b) in Article 22 of the Articles of Incorporation, so as to include as authority of the Management of the Company the attribution of complying and ensuring compliance with the guidance received by the Board of Directors in connection with the matters under the authority of the General Meeting of companies controlled directly or indirectly by the Company. 5. Amendment to 2 of Article 24 of the Articles of Incorporation, so as to exclude the condition of adhesion by the Company to the Novo Mercado segment for subscription of the Instrument of Consent of the Members of the Audit Committee of the Company. 6. Amendment to 3 of Article 24 of the Articles of Incorporation, so as to exclude the condition of the capital going public and adhesion by the Company to the Novo Mercado segment for members of the Audit Committee to communicate to BM&FBOVESPA the quantity and characteristics of the securities issued by the Company which they hold. 7. Exclusion of the former Article 30 of the Articles of Incorporation, having in view the impossibility of sharing by the administrators in the profits of the Company. 8. Inclusion of the new Article 30 of the Articles of Incorporation of the Company, so as to create an Investments Reserve of the Company, according to Article 194 of Law 6.404/76 ( LSA ). 9. Amendment to the new article 51 of the Articles of Incorporation, to change the newspaper in which the Company makes its publication from Diário do Comércio to Jornal do Commercio. 10. Exclusion of Article 52 of the Articles of Incorporation, so as to remove the transitory provision which made the amendment to the lengths of the terms of office of

3 the Board of Directors of the Company and of the Management of the Company conditional on the election of the Independent Director. 11. Exclusion of Article 53 of the Articles of Incorporation, so as to remove the transitory provision which made the effectiveness of chapters VII and VIII of the Articles of Incorporation conditional on the publication of the notice of beginning of the primary and secondary public distribution of shares, in connection with the initial public offering of shares of the Company. 12. Adjustments to the wording of the following provisions of the Articles of Incorporation of the Company, in order to improve them: Article 3; Article 5 1; Article 12, main section and 2; Article 13, 2º; Article 15, Sole ; Article 16, main section and 2, 3, 4, 5 and 6; Article 18, main section and 1 and 2; Article 19; Article 21 2; Article 22; Article 23, main section and 1; Article 27, Sole ; Article 31; Article 33, main section, 1, and 2 and 4 ; Article 35; Article 36; Article 37; Article 38; Article 39; Article 40; Article 41; Article 42; Article 43; Article 44; Article 45, main section and Sole ; Article 46; Article 47; Article 48; Article 49; Article 50; and Article Restatement of the Articles of Incorporation of the Company. The Management proposes, moreover, the restatement of the amendments to be submitted to the approval of the General Meeting in the terms of items 1 to 12 of the Report which detailed the origin and justification of the amendments proposed to the Articles of Incorporation of the Company, with analysis of its legal and economic effects. The documents listed below shall be submitted to the shareholders: (i) Report detailing the origin and justification of the amendments proposed to the Articles of Incorporation of the Company, accompanied by analysis of its legal and economic effects, according to Article 11, II, of ICVM 481/09 (Annex A); and

4 (ii) Consolidated version of the Articles of Incorporation of the Company containing, highlighted, the amendments proposed, according to Article 11, I, of ICVM 481/09 (Annex B). 14. Aggregate remuneration of the management for the fiscal year 2012, valid until the holding of the Annual General Meeting to be held in The Management proposes the annual aggregate remuneration of the administrators of the Company for fiscal year 2012, which will be effective until the date of holding of the Annual General Meeting which approves the accounts of the Company in connection with fiscal year 2012, in the total amount of up to BRL 2,352, (two million, three hundred and fifty-two thousand seven hundred and ten Reais), as deliberated at the meeting of the Board of Directors held on March 23, This amount, which shall not be necessarily spent in full, shall be allocated by the Board of Directors among the officers and directors of the Company. In compliance with the provisions of Article 12 of ICVM 481/09, Annex C to this Proposal of the Management contains the information indicated in item 13 of the Reference Form.

5 Annex A REPORT DETAILING THE ORIGIN AND JUSTIFICATION OF THE AMENDMENTS PROPOSED, WITH THE ANALYSIS OF THEIR LEGAL AND ECONOMIC EFFECTS 1. Adjustment of the Articles of Incorporation to the new provisions of Novo Mercado Listing Rules. QGEPP is a company listed in the segment of trading referred to as Novo Mercado, whose Regulation suffered amendments, which entered into force on May 10, In view of this, the Company s Management proposes amendments to the Articles of Incorporation, in the terms of Annex B hereto, for adaptation to the new rules of the Novo Mercado Listing Rules, according to the result verified in the restricted hearing. Such new rules are to be observed compulsorily for the Company and require the adaptation of the following provisions of the Articles of Incorporation: Article 1, 1 Article 1, 2 Article 5 Inclusion of 1, so as to provide that the Company, its shareholders, administrators and members of the Audit Committee subject themselves to the provisions of the Novo Mercado Listing Rules.. Inclusion of 2, to comply with the minimum clause established in the Novo Mercado Listing Rules, which provides that the provisions of the Novo Mercado Listing Rules shall prevail over the provisions of the Articles of Incorporation under certain circumstances. Amendment to the article, so as to provide that the capital stock of the Company is totally subscribed and paid in, to comply with the minimum Clause in connection with the capital stock of the Company, established in the Novo Mercado Listing Rules.

6 Article 15 Article 16 Article 16 2 Article19 Article 24 2 Article 33 Article 33, 1 Amendment to the main section to comply with the minimum clause in connection with the investiture of the administrators of the Company, established in the Novo Mercado Listing Rules. Amendment to the main section so as to adopt the minimum Clause established in the Novo Mercado Listing Rules, which provides for the possibility of reelection of the members of the board of directors. Inclusion of 2 so as to comply with the prohibition of accumulation of positions, contemplated in the Novo Mercado Listing Rules. Inclusion of item (u), so as to include as authority of the board of directors the opinion on any tender offer for acquisition of shares issued by the Company, according to the minimum Clause established in the Novo Mercado Listing Rules. Amendments to 2 to adapt the provisions in connection with the investiture of the members of the audit committee of the Company to the minimum clauses established in the Novo Mercado Listing Rules. Amendments to the main section of the article, to adjust the provisions in connection with the disposal of control of the Company to the minimum Clauses established in the Novo Mercado Listing Rules. Amendments to items of 1 to adjust them to the new definitions of Controlling Shareholder, Acquiring Shareholder and Control of Novo Mercado Listing Rules.

7 Article 33, 4 Article 35 Amendments to 4 to adjust the Articles of Incorporation to the new minimum Clauses established in the Novo Mercado Listing Rules. Amendments to the main section and to item (ii), to adjust the Articles of Incorporation to the new minimum clauses established in the Novo Mercado Listing Rules. Replacement of item (iii) of Article 35 with Article 36 and amendments to adjust it to the new provisions of the Novo Mercado Listing Rules in connection with the recomposition of the minimum percentage of outstanding shares of the Company. Article 37 Replacement of article 37 with the new article 38. Amendments to the main section, in item (ii) and exclusion of 1 and 2, so as to adjust the Articles of Incorporation to the new provisions of the Novo Mercado Listing Rules, in connection with the delisting of the Company from Novo Mercado with controlling shareholder or controlling shareholders group. Article 38 Replacement of article 38 with the new article 43. Amendments to the main section to adjust the Articles of Incorporation to the new minimum clauses established in the Novo Mercado Listing Rules. Article 38 1 Replacement with 1 of the new article 43. Amendments to 1 to adjust the Articles of Incorporation to the new minimum Clauses established in the Novo Mercado Listing Rules. Article 39 Replacement of article and its to adjust the Articles of Incorporation to the new minimum clauses established in the

8 Article 40 Novo Mercado Listing Rules. Replacement of the article and its to adjust the Articles of Incorporation to the new minimum Clauses established in the Novo Mercado Listing Rules. Article 41 Replacement of the article and its to adjust the Articles of Incorporation to the new minimum clauses established in the Novo Mercado Listing Rules. Article 42 (new) Inclusion of the article to adjust the Articles of Incorporation to the new provisions of the Novo Mercado Listing Rules in connection with the news of tender offer. Article 45 Substitution of Article 45 by the new Article 47. Amendments to the main section to adjust the Articles of Incorporation to the new minimum Clauses established in the Novo Mercado Listing Rules. Replacement of the Sole with 1 and inclusion of 2 and 3. The Management of the Company does not believe that significant legal or economic consequences will result directly from the amendments proposed. 2. Amendment to Article 18 of the Articles of Incorporation, to include the possibility of call of the meetings of the Board of Directors electronically and the possibility of the Chairman of the Board of Directors including other matters in the agenda of the meeting, provided that the members of the Board of Directors are informed with respect to the agenda at least 24 hours in advance. The Management of the Company proposes amendment to Article 18 of the Articles of Incorporation of the Company to include the possibility of call of the meetings of the Board of Directors electronically and the possibility of the Chairman of the Board of Directors including other matters in the agenda of the meeting, provided that the members of the Board of Directors re communicated with respect to the agenda at least 24 hours in advance.

9 The Management of the Company proposes, moreover, the inclusion of 1 of Article 18 to determine the maintenance of records of addresses to be used for purposes of call of the meetings of the Board of Directors, which shall be updated by the corresponding directors. The Management of the Company does not believe that significant legal or economic consequences will result directly from the amendments proposed. 3. Amendment to item k) of Article 19 of the Articles of Incorporation, to determine that the authority of the Board of Directors in relation to the matters listed in that item also covers the companies controlled directly or indirectly by the Company. The Management of the Company proposes that the matters listed in item k) of Article 19 of the Articles of Incorporation of the Company, which shall be performed by the Management, by authorization of the Board of Directors, apply also with respect to the companies related directly or indirectly by the Company. The Management of the Company does not believe that significant legal or economic consequences will result directly from the amendments proposed. 4. Inclusion of new item b) in Article 22 of the Articles of Incorporation, so as to include as authority of the Management of the Company, the attribution to comply and ensure compliance with the guidance received from the Board of Directors in connection with matters under the authority of the General Meeting of direct or indirect subsidiaries of the Company. The Management of the Company proposes the inclusion, as authority of the Company s management, of the attribution to comply and ensure compliance with the guidance received from the Board of Directors in connection with matters under the authority of the General Meeting of its direct or indirect subsidiaries, through the inclusion of a new item b) in Article 22 of the Articles of Incorporation. The Management of the Company does not believe that significant legal and or economic consequences will result directly from the amendments proposed.

10 5. Amendment to 2 of Article 24 of the Articles of Incorporation, so as to exclude the condition of adhesion by the Company to the Novo Mercado segment for subscription of the Instrument of Consent of the Members of the Audit Committee of the Company. The Management of the Company proposes adjustments in the wording of 2 of Article 24 of the Articles of Incorporation, so as to exclude the condition of adhesion by the Company to the Novo Mercado segment for subscription of the Instrument of Consent of the Members of the Audit Committee of the Company. Said amendment was proposed considering that the Company has already adhered to the Novo Mercado segment and the merely transitory nature of the provision of 2 of Article 24 of the Articles of Incorporation. The Management of the Company does not believe that significant legal or economic consequences will result directly from the amendments proposed. 6. Amendment to 3 of Article 24 of the Articles of Incorporation, so as to exclude the condition of the capital going public and adhesion by the Company to the Novo Mercado segment for members of the Audit Committee to communicate to BM&FBOVESPA the number and characteristics of securities issued by the Company which they hold. The Management of the Company proposes adjustments of wording in 3 of Article 24 of the Articles of Incorporation, so as to exclude the condition of the capital going public and adhesion by the Company to the Novo Mercado segment for members of the Audit Committee to communicate to BM&FBOVESPA the number and characteristics of the securities issued by the Company which they hold. Said change was proposed as the provisions of 3 of Article 24 of the Articles of Incorporation has a merely transitory nature, and no longer applies to the Company, which has had its capital already gone public and adhered to the Novo Mercado segment.

11 The Management of the Company does not believe that significant legal or economic consequences will result directly from the amendments proposed. 7. Exclusion of the former article 30 of the Articles of Incorporation, having in view the impossibility of sharing by the administrators in the profits of the Company. The Management of the Company proposes the exclusion of the former Article 30 from the Articles of Incorporation, having in view the impossibility of sharing by the administrators in the profits of the Company, considering that their minimum compulsory dividend is 0.001% of the net profit assessed. This proposal is based on Article 152, 1 of Brazilian Corporations Law - LSA, which allows that only the Companies which establish the minimum compulsory dividend at 25% or more of the assessed net profit may attribute to their administrators sharing in the profits of the Company. The Company s Management does not believe that significant legal or economic consequences will result directly from the changes proposed. 8. Inclusion of new Article 30 of the Company s Articles of Incorporation, so as to create an Investments Reserve of the Company, according to Article 194 of Law 6.404/76 ( LSA ). The Company s Management proposes the inclusion of a new Article 30 in its Articles of Incorporation, so as to create, according to Article 194 of the LSA, a reserve referred to as Investments Reserve. The proposal to be submitted to the General Meeting provides that, at each fiscal year, the Board of Directors will propose to the Annual General Meeting the allocation of a portion of the net profit to the Investments Reserve. The net profit of the fiscal year shall always be prioritarily used for the legal reserve and distribution of compulsory dividends. The Investments Reserve has the purpose of ensuring the maintenance, development and expansion of corporate activities. The maximum limit of the Investments Reserve shall be up to 100% of the capital stock, observing that the balance of this reserve, added to the other

12 profit reserves, with the exception of the reserves of profits to realize, the contingencies reserves and the tax incentive reserves, may not exceed 100% of the value of the capital stock. The main legal and economic effect is that of facilitating self-financing of the company. From a legal viewpoint, the creation of an investment reserve shall allow the company not to distribute to the shareholders a portion of the net adjusted profit (calculated according to Article 202, I of the LSA) which exceeds the value of the minimum dividend fixed in Article 29 of our Articles of Incorporation (0.001% of the net adjusted profit). Let it be emphasized that the destination of the portion of net profit for the formation of the investment reserve shall have to be approved by the shareholders at the Annual General Meeting. 9. Amendment to the new Article 51 of the Articles of Incorporation, to change the newspaper in which the Company makes its publications from Diário do Comércio to Jornal do Commercio. The Company s Management proposes an amendment to the new Article 51 of the Company s Articles of Incorporation to determine that the publications ordered by the LSA shall be made by the Company in the newspapers Official Gazette of the State of Rio de Janeiro and Jornal do Commercio. The Company s Management does not believe that significant legal or economic consequences will result directly from the amendments proposed. 10. Exclusion of Article 52 from the Articles of Incorporation, so as to remove the transitory provision which made the amendment to the periods of the terms of office of the members of the Board of Directors and of the Management of the Company conditional on the election of an Independent Director. The Company s Management proposes the exclusion of Article 52 from the Articles of Incorporation, so as to remove the transitory provision which made the effectiveness of the periods of the terms of office of the members of the Board of Directors and of the Management of the Company conditional on the election of the Independent Director.

13 Said change was proposed as the provisions of Article 52 of the Articles of Incorporation have a merely transitory nature, and no longer apply to the Company, considering that the election of the Independent Director has already occurred. The Company s Management does not believe that significant legal and economic consequences will result directly from the changes proposed. 11. Exclusion of Article 53 of the Articles of Incorporation, so as to remove the transitory provision which made the effectiveness of chapters VII and VIII of the Articles of Incorporation conditional on the publication of a notice of beginning of public primary and secondary distribution of shares, in connection with the initial public offering of shares of the Company. The Company s Management proposes the exclusion of Article 53 from the Articles of Incorporation, so as to remove the transitory provision which made the effectiveness of chapters VII and VIII of the Articles of Incorporation conditional on the publication of a notice of beginning of public primary and secondary distribution of shares, in relation to the initial public offering of shares of the Company. Said amendment was proposed since the provisions of Article 53 of the Articles of Incorporation has a merely transitory nature, and no longer applies to the Company, considering that the latter has already made its initial public offering of shares. The Company s Management does not believe that significant legal or economic consequences will result directly from the amendments proposed. 12. Other adjustments to the wording. This amendment to the Company s Articles of Incorporation contemplates, moreover, another set of proposals, whose objective is to promote certain improvements and adjustments to the Articles of Incorporation in force. Such proposals are mentioned below: Article 3 Replacement of the word partner in the feminine gender with partner in the masculine gender [ sócia to sócio ].

14 Article 5 1 Correction of the word Meeting with an accent to Meeting without an accent [ Assembléia to Assembleia ]. Article 12 Inclusion of 0 before 4. Article 12 2 Inclusion of 0 before 3. Article 13 2 Article 15, Sole Correction of cross reference, as a result of the adjustments of numbering of the articles of the Articles of Incorporation. Replacement of Sole with sole paragraph. Article 16 Inclusion of 0 before 5, before 7 and before 2 Article 16 2 Replacement of 2 with 3 as a result of the inclusion of a new 2. Inclusion of Minutes of before Meeting. Renumbering of the items as a result of the division of item (ii) in items (ii) and (iii). Inclusion of 0 before 3. Inclusion of reference to Article 239 of the LSA. Article 16 3 Replacement of 3 with 4 as a result of the inclusion of a new 2. Inclusion of (zero point five) after 0.5. Article 16 4 Replacement of 4 with 5 as a result of the inclusion of a new 2. Article 16 Replacement of 5 with 6 as a result of the inclusion of a new

15 5 2. Article 16 6 Replacement of 6 with 7 as a result of the inclusion of a new 2. Article 18 2 Replacement of 2 with 3, as a result of the inclusion of a new 1. Article 19 Article 21 2 Adjustments to the wording of the main section of the Article so as to provide that the attributions of the board of directors of the Company contemplated in this Article do not affect the others contemplated in the Articles of Incorporation. Correction of cross reference in item (r). Inclusion of 0 before 2. Article 23 Article 23 1 Inclusion of 01 before one and inclusion of 02 before two. Inclusion of brackets before and after the numbers in writing. Inclusion of 0 before 2. Article 27 Sole Replacement of Sole with sole paragraph. Article 31 Inclusion of 0 before 3. Article 33 Replacement of it being observed that with observing that [ observando-se por observando ]

16 Article 33 1 Article 33 2 Article 35 Article 36 Article 42 In the definition of Control : inclusion of 03 before three. Inclusion of brackets before and after three. Replacement of selling controlling shareholder with Selling Controlling Shareholder. Inclusion of and at the end of item (i). Replacement of Article 36 with Article 37, as a result of the inclusion of a new Article 36. Correction of cross reference. Adjustments for improvement of wording. Replacement of Article 42 with Article 44, as a result of the renumbering of the articles of the Articles of Incorporation. Article 43 Article 44 Article 46 Article 47 Article 48 Article 49 Replacement of Article 43 with Article 45, as a result of the renumbering of the articles of the Articles of Incorporation. Replacement of Article 44 with Article 46, as a result of the renumbering of the articles of the Articles of Incorporation. Replacement of Article 46 with Article 48, as a result of the renumbering of the articles of the Articles of Incorporation. Replacement of Article 47 with Article 49, as a result of the renumbering of the articles of the Articles of Incorporation. Replacement of Article 48 with Article 50, as a result of the renumbering of the articles of the Articles of Incorporation. Replacement of Article 49 with Article 51, as a result of the renumbering of the articles of the Articles of Incorporation.

17 Article 50 Article 51 Replacement of Article 50 with Article 52, as a result of the renumbering of the articles of the Articles of Incorporation. Replacement of Article 51 with Article 53, as a result of the renumbering of the articles of the Articles of Incorporation. The Company s Management does not believe that the changes proposed for improvement to the Articles of Incorporation will bring significant legal or economic consequences to the Company. The comparison table between the current version of the Company s Articles of Incorporation and the version proposed by the Management is found in item 13 below. 13. Comparison Table The table below indicates the changes to the Company s Articles of Incorporation proposed in items 1 to 12 above: Current Wording CHAPTER I NAME, REGISTERED OFFICE, PURPOSE AND DURATION Article 1 - Name. QGEP Participações S.A. ( Company ) is a stock corporation governed by these Articles of Incorporation, applicable laws and by the Novo Mercado Listing Rules ( Novo Mercado Listing Rules ) of Proposed Wording CHAPTER I NAME, REGISTERED OFFICE, VENUE, BRANCH OFFICES, PURPOSE AND DURATION Article 1 - Name. QGEP Participações S.A. ( Company ) is a stock corporation governed by these Articles of Incorporation, applicable laws and by the Novo Mercado Listing Rules ( Novo Mercado Listing Rules ) of

18 BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange ( BM&FBOVESPA ) BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange ( BM&FBOVESPA ) Paragraph 1 - With the admission of the Company in the special listing segment known as Novo Mercado, of BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange ( BM&FBOVESPA ), the Company, its shareholders, administrators and members of the Audit Committee, when in operation, shall be subject to the provisions of the Novo Mercado Listing Regulation of BM&FBOVESPA ( Novo Mercado Listing Rules ). Article 3 Corporate Purpose. The Company s purpose is the holding of interest in companies mainly concerned with the exploration, production and trading of oil, natural gas and byproducts, whether as partner [ sócio partner in the masculine gender], shareholder or other types of partnership, with or without legal personality.. Article 5 - Capital. The subscribed capital stock is BRL2,135,496, (two billion, one hundred and thirty-five million, four hundred and ninety-six thousand, four hundred and ninety-six thousand, one hundred and three reais and eighty-two cents), represented by 265,806,905 (two hundred and sixty-five million, eight hundred and six thousand, nine hundred and five) common shares, all nominative, book shares and without par value. Paragraph 2 - The provisions of the Novo Mercado Regulation shall prevail over the provisions of the Articles of Incorporation, in the cases of negative effects to the rights of the addressees of the tender offers provided for in these Articles. Article 3 Corporate Purpose. The Company s purpose is the holding of interest in companies mainly concerned with the exploration, production and trading of oil, natural gas and byproducts, whether as partner [ sócia partner in the feminine gender], shareholder or other types of partnership, with or without legal personality.. Article 5 - Capital. The fully subscribed and paid-in capital stock is BRL2,135,496, (two billion, one hundred and thirty-five million, four hundred and ninety-six thousand, four hundred and ninety-six thousand, one hundred and three reais and eighty-two cents), represented by 265,806,905 (two hundred and sixty-five million, eight hundred and six thousand, nine hundred and five) common shares, all registered, book-entry shares and without par value. 1 Vote per Share. Each of the common

19 1 Vote per Share. Each of the common shares into which the capital stock is divided shall entitle its holder to one vote in the resolutions of the General Meetings [ Assembléias] of the Company. Article 12 - Periodicity. The General Meeting, with the authority provided for by law and in these Articles of Incorporation, shall hold ordinary meetings within the first four (4) months following the end of the fiscal year, and extraordinarily whenever the Company s interests so require. 1 - (...) 2 - Legitimacy Book-entry shares. The holders of book-entry shares or shares held under custody shall deposit with the Company, at least three (3) days in advance, the receipts issued by custodian financial institutions and documentation evidencing powers of representation as condition for their participation in Meetings. 3 - (...) 4 - (...) Article 13 (...) 2 - Resolutions. The resolutions of the General Meeting, except for the special cases provided for by law and Article 38, 1 of these Articles of Incorporation, shall be passed by absolute majority of votes, not including blank votes. shares into which the capital stock is divided shall entitle its holder to one vote in the resolutions of the General Meetings [ Assembleias] of the Company. Article 12 - Periodicity. The General Meeting, with the authority provided for by law and in these Articles of Incorporation, shall convene ordinarily within the first four (04) months following the end of the fiscal year, and extraordinarily whenever the Company s interests so require. 1 - (...) 2 - Legitimacy Book-entry shares. The holders of book-entry shares or shares held under custody shall deposit with the Company, at least three (03) days in advance, the receipts issued by custodian financial institutions and documentation evidencing powers of representation as condition for their participation in Meetings. 3 - (...) 4 - (...) Article 13 (...) 2 - Resolutions. The resolutions of the General Meeting, except for the special cases provided for by law and Article 4338, 1 of these Articles of Incorporation, shall be passed by absolute majority of votes, not including blank votes. Article 15 Investiture of the Administrators. From adhesion by the Company to the Novo Mercado segment of BM&FBOVESPA, the investiture of the administrators is conditioned to previous subscription of the Instrument of Article 15 Induction of the Administrators. Following the Company s adhesion to BM&FBOVESPA s Novo Mercado special listing segment, the induction of the administrators shall be conditional on the

20 Consent of the Administrators contemplated in the Novo Mercado Listing Rules and signature of a Instrument of Consent to the Manual of Disclosure and Use of Information and Policy of Trading of Securities Issued by the Company, also by signature of the respective term. Sole - Communication. Following the IPO process and the adhesion to the BM&FBOVESPA s Novo Mercado segment, the Company s administrators shall, immediately after their induction, communicate to CVM, the Company and BM&FBOVESPA the quantity and characteristics of securities issued by the Company held by them, directly or indirectly, including their derivatives. Article 16 - Composition. The Board of Directors shall be composed of, at least, five (5) and at most, seven (7) members, in addition to a number of deputies to be determined at the General Meeting, limited to the number of board members elected, connected or not to specific sitting board members, elected by the General Meeting and who can be removed from office by the General Meeting at any time. The board members term of office shall be unified and shall be of two (02) years. 1 - (...) 2 Independent Board Members. The Board of Directors shall be composed of at least twenty per cent (20%) independent board members, who shall be expressly declared as such at the General Meeting electing them. previous signature of the Instrument of Consent of Administrators referred to in the Novo Mercado Listing Rules and the signature of an instrument of consent to the Company s Policy on Disclosure and Use of Relevant Acts or Facts Manual of Disclosure and Use of Information and Securities Trading Policy, as well as on compliance with the applicable legal requirements also by signature of the respective instrument. Sole Paragraph - Communication. Following the IPO process and the adhesion to the BM&FBOVESPA s Novo Mercado segment, the Company s administrators shall, immediately after their induction, communicate to CVM, the Company and BM&FBOVESPA the quantity and characteristics of securities issued by the Company held by them, directly or indirectly, including their derivatives. Article 16 Composition. The Board of Directors shall be composed of, at least, five (05) and at most, seven (07) members, in addition to a number of deputies to be determined at the General Meeting, limited to the number of board members elected, connected or not to specific sitting board members, elected by the General Meeting and who can be removed from office by the General Meeting at any time. The board members term of office shall be unified and shall be of two (02) years, and re-election shall be allowed. 1 - (...) 2 No accumulation of positions. The positions of Chairman of the Board and CEO or main executive of the Company may not be accumulated by the same person.

21 Independent board members are those who (i) do not have any relationship with the Company, except for interest in the capital stock; (ii) are not controlling shareholder, spouse or relative up to the second degree of kinship of a controlling shareholder and are not and have not been, during the last three (03) years related to a company or entity connected to a controlling shareholder (persons related to research and/or educational institutions are excluded from such restriction); (iii) have not been, during the last three (3) years, employee or executive officer of the Company, any controlling shareholder or entity controlled by the Company; (iv) are not suppliers or buyers, direct or indirect, of the Company s services or products, to such an extent that suggests the loss of independence; (v) are not employees or administrators of a company or entity offering or requesting services and/or products to/from the Company; (vi) are not spouse or relative up to the second degree of kinship of any Company administrator; or (vii) do not receive any other compensation from the Company other than as board member (cash dividends arising from equity interest are excluded from such restriction). Independent Board Member is also that member elected as authorized by Paragraphs 4 and 5 of Article 141 of the Brazilian Corporation Law.. 3 Rounding-off. Should the percentage established in the paragraph above result in a fractional number of board members, it shall be rounded off: (i) to the immediately higher number if the fraction is equal to or higher than 0.5, or (ii) to the immediately lower number, if the fraction is lower than Induction. The members of the Board of Directors shall be inducted into office by 32º - Independent Board Members. The Board of Directors shall be composed of at least twenty per cent (20%) independent board members, who shall be expressly declared as such at the Minutes of the General Meeting electing them. Independent board members are those who (i) do not have any relationship with the Company, except for interest in the capital stock; (ii) are not controlling shareholder, spouse or relative up to the second degree of kinship of a controlling shareholder; (iii) are not and have not been, during the last three (3) years related to a company or entity connected to a controlling shareholder (persons related to research and/or educational institutions are excluded from such restriction); (ivii) have not been, during the last three (303) years, employee or executive officer of the Company, any controlling shareholder or entity controlled by the Company; (iv) are not suppliers or buyers, direct or indirect, of the Company s services or products, to such an extent that suggests the loss of independence; (vi) are not employees or administrators of a company or entity offering or requesting services and/or products to/from the Company, in a scale which causes loss of independence; (vii) are not spouse or relative up to the second degree of kinship of any Company administrator; or (viii) do not receive any other compensation from the Company other than as board member (cash dividends arising from equity interest are excluded from such restriction). Independent Board Member is also that member elected as authorized by Paragraphs 4 and 5 of Article 141 and Article 239 of the Brazilian Corporation Law. 34 Rounding-off. Should the percentage established in the paragraph above result in a

22 means of the signature of the induction instrument drawn up in the Book of Minutes of the Board of Directors Meetings. The members of the Board of Directors may be removed from office at any time by General Meeting and shall remain in office until the induction of their successors. 5 Absence. In the event of absence, the members of the Board of Directors shall be replaced as follows: (a) by their specific deputy, if any, and in case of no specific deputy, (b) by a sitting board member, provided that he/she is appointed by the absent member as his/her attorney-in-fact, and it is hereby established that the sitting member appointed as attorney-in-fact by the absent member shall be authorized to cast his/her own vote and also the vote of the absent board member and in the event no attorney-in-fact is appointed, (c) by a deputy, summoned by the Chairman of the Board of Directors. 6 Participation in Meetings. The board members may participate in the Board of Directors meetings via conference call, video conference or any other electronic means, and shall be deemed as in attendance of the meeting and shall confirm their vote through a written statement addressed to the Chairman of the Board via letter, fax or immediately following the meeting. Once the statement is received, the Chairman of the Board shall have full powers to sign the minutes of the meeting on behalf of the board member. fractional number of board members, it shall be rounded off: (i) to the immediately higher number if the fraction is equal to or higher than 0.5 (zero point five), or (ii) to the immediately lower number, if the fraction is lower than 0.5 (zero point five). 54 Induction. The members of the Board of Directors shall be inducted into office by means of the signature of the induction instrument drawn up in the Book of Minutes of the Board of Directors Meetings. The members of the Board of Directors may be removed from office at any time by General Meeting and shall remain in office until the induction of their successors 65 Absence. In the event of absence, the members of the Board of Directors shall be replaced as follows: (a) by their specific deputy, if any, and in case of no specific deputy, (b) by a sitting board member, provided that he/she is appointed by the absent member as his/her attorney-in-fact, and it is hereby established that the sitting member appointed as attorney-in-fact by the absent member shall be authorized to cast his/her own vote and also the vote of the absent board member and in the event no attorney-in-fact is appointed, (c) by a deputy, summoned by the Chairman of the Board of Directors. 76 Participation in Meetings. The board members may participate in the Board of Directors meetings via conference call, video conference or any other electronic means, and shall be deemed as in attendance of the meeting and shall confirm their vote through a written statement addressed to the Chairman of the Board via letter, fax or immediately following the meeting. Once the statement is received, the Chairman of the

23 Board shall have full powers to sign the minutes of the meeting on behalf of the board member. Article 18 Meetings. The Board of Directors shall hold meetings whenever called by its Chairman or by the majority of its members, by means of written notice with at least three (3) days advance notice, except for urgent cases, when such period may be reduced. Notices shall include the time, date, place and agenda of the meeting, attaching copies of documents or proposals to be examined or discussed. 1 Waiver of Notice. The meetings attended by all members, irrespective of any preliminary formalities or provided that all express in writing their agreement with the waiver of notice shall be deemed as regular meetings. 2 - Opening and Quorum. The Board of Directors meetings shall be opened with the attendance of the majority of its members and resolutions shall be deemed as valid if approved by the majority of the attending members, and the Chairman of the Board, in addition to his/her personal vote, shall have the casting vote.. Article 18 Meetings. The Board of Directors shall hold meetings whenever called by its Chairman or by the majority of its members, by means of written notice, or by electronic means, with at least three (3) days advance notice, except for urgent cases, when such period may be reduced. Notices shall include the time, date, place and agenda of the meeting, attaching copies of documents or proposals to be examined or discussed, and the Chairman of the Board of Directors may include other matters to be discussed in the meeting in question, provided that the members of the Board of Directors are communicated with respect to the agenda with at least 24 (twenty four) hours advance notice. 1 - The Company shall keep a record of e- mail addresses, to be used for purposes of call of the meetings of the Board of Directors, it being incumbent upon the respective directors to keep them updated. 12 Waiver of Notice. The meetings attended by all members, irrespective of any preliminary formalities or provided that all express in writing their agreement with the waiver of notice shall be deemed as regular meetings. 23 Opening and Quorum. The Board of Directors meetings shall be opened with the attendance of the majority of its members and resolutions shall be deemed as valid if approved by the majority of the attending members, and the Chairman of the Board, in addition to his/her personal vote, shall have the casting

24 vote. Article 19 Authority. Without prejudice to other attributions provided for by law, it shall be the responsibility of the Board of Directors to decide on the matters provided for herein, especially the following: a) to set the objectives, the policy and the general guidance on the Company's businesses; b) to elect, remove, define the compensation and duties of members of the Executive Board, observing the limits set down by General Meeting or defined thereby; c) to appoint and remove the Company s independent auditors, where applicable; d) to oversee the executive officers management; e) to previously express an opinion on the Management Report, the Management accounts, the Company's Financial Statements and examine the monthly balance sheets; f) to submit to the General Meeting the proposal for allocation of the Company s net income, the distribution of dividends and interest on equity of each fiscal year or related to shorter periods; g) to call for the General Meetings; h) to approve the Company s general budget; i) to approve the Company s business plan; j) to set out the Company s indebtedness Article 19 Authority. Without prejudice to other attributions provided for by law, and in these Articles of Incorporation, it shall be the responsibility of the Board of Directors to decide on the matters provided for herein, especially the following: a) to set the objectives, the policy and the general guidance on the Company's businesses; b) to elect, remove, define the compensation and duties of members of the Executive Board, observing the limits set down by General Meeting or defined thereby; c) to appoint and remove the Company s independent auditors, where applicable; d) to oversee the executive officers management; e) to previously express an opinion on the Management Report, the Management accounts, the Company's Financial Statements and examine the monthly balance sheets; f) to submit to the General Meeting the proposal for allocation of the Company s net income, the distribution of dividends and interest on equity of each fiscal year or related to shorter periods; g) to call for the General Meetings; h) to approve the Company s general budget; i) to approve the Company s business plan;

25 limit; k) to authorize the Executive Board to: (i) acquire assets destined to the Company s permanent assets in amounts exceeding thirty-five million reais (BRL35,000,000.00); (ii) dispose of assets destined to the Company s permanent assets in amounts exceeding five million reais (BRL5,000,000.00); (iii) create security interest for the Company s permanent assets in any amount; (iv) tendering of guarantee to third party obligations or companies not composing the Company s economic group; (v) tendering of guarantee on behalf of the Company or entities composing its economic group, in amount exceeding thirty-five million reais (BRL35,000,000.00) (vi) the formalization of financial operations, loan operations and financing in general, exceeding the amount of thirty-five million reais (BRL35,000,000.00); (vii) the formalization of structured operations exceeding the amount of one hundred, seventy million reais (BRL170,000,000.00); and (viii) the sale, swap and/or encumbrance of equity interests in affiliated companies and subsidiaries with amounts exceeding five million reais (BRL5,000,000.00). l) to propose to the General Meeting the capital stock increase or decrease; as well as the share subscription, payment and issue conditions; m) to resolve on the Company s issue of warrants, non-convertible and unsecured debentures, or other securities, as well as instruments of credit to raise funds, j) to set out the Company s indebtedness limit; k) to authorize the Executive Board with respect to the Company and its directly or indirectly controlled companies to: (i) acquire assets destined to the Company s permanent assets in amounts exceeding thirty-five million reais (BRL35,000,000.00); (ii) dispose of assets destined to the Company s permanent assets in amounts exceeding five million reais (BRL5,000,000.00); (iii) create security interest for the Company s permanent assets in any amount; (iv) tendering of guarantee to third party obligations or companies not composing the Company s economic group; (v) tendering of guarantee on behalf of the Company or entities composing its economic group, in amount exceeding thirty-five million reais (BRL35,000,000.00) (vi) the formalization of financial operations, loan operations and financing in general, exceeding the amount of thirty-five million reais (BRL35,000,000.00); (vii) the formalization of structured operations exceeding the amount of one hundred, seventy million reais (BRL170,000,000.00); and (viii) the sale, swap and/or encumbrance of equity interests in affiliated companies and subsidiaries with amounts exceeding five million reais (BRL5,000,000.00). l) to propose to the General Meeting the capital stock increase or decrease; as well as the share subscription, payment and issue conditions;

26 whether bonds, notes, commercial papers or other instruments commonly used in the market, resolving on their issue and redemption conditions; n) to set the compensation of the board members and executive officers, individually, within the global amount established at the General Meeting; o) to authorize the amortization, redemption or buyback of the Company shares to be held in treasury or to be cancelled, as well as to resolve on eventual disposal of treasury shares; p) to propose the stock option plans for the Company s managers and employees; q) to define the Company s employees profit sharing amount; r) to resolve on the execution, amendment or termination of agreements, as well as the performance of any operation between, on the one hand, the Company and on the other hand, the Company s shareholders and/or subsidiaries, affiliated companies or parent companies of the Company s shareholders, except for items (h) and (i) of Article 22 hereof; s) to increase the Company s capital stock within the limit authorized by its Articles of Incorporation, regardless of amendment to the Articles of Incorporation; t) dispose of fixed assets u) to define a three-name list of institutions or companies specialized in companies m) to resolve on the Company s issue of warrants, non-convertible and unsecured debentures, or other securities, as well as instruments of credit to raise funds, whether bonds, notes, commercial papers or other instruments commonly used in the market, resolving on their issue and redemption conditions; n) to set the compensation of the board members and executive officers, individually, within the global amount established at the General Meeting; o) to authorize the amortization, redemption or buyback of the Company shares to be held in treasury or to be cancelled, as well as to resolve on eventual disposal of treasury shares; p) to propose the stock option plans for the Company s managers and employees; q) to define the Company s employees profit sharing amount; r) to resolve on the execution, amendment or termination of agreements, as well as the performance of any operation between, on the one hand, the Company and on the other hand, the Company s shareholders and/or subsidiaries, affiliated companies or parent companies of the Company s shareholders, except for items (hi) and (ij) of Article 22 hereof; s) to increase the Company s capital stock within the limit authorized by its Articles of Incorporation, regardless of amendment to the Articles of Incorporation;

27 economic appraisal to prepare a valuation report of the Company shares, in the event of deregistering as a publicly held company or delisting from Novo Mercado, as provided for in Article 38, Paragraph 1 hereof; and v) to perform other legal duties or those assigned to it by General Meeting, as well as to resolve on the cases not covered herein. dispose of fixed assets; t) to define a three-name list of institutions or companies specialized in companies economic appraisal to prepare a valuation report of the Company shares, in the event of deregistering as a publicly held company or delisting from Novo Mercado, as provided for in Article 38,43, Paragraph 1 hereof; and u) to opine in favor of or contrary to any tender offers and acquisition of shares with respect to the shares issued by the Company, by means of previous substantiated opinion, disclosed within 15 (fifteen) days from the publication of the notice of tender offer for acquisition of shares, which shall address at least (i) the convenience and timeliness of the tender offer for acquisition of shares as to the interest of the shareholders and with respect to the liquidity of the securities held by them; (ii) the repercussions of the tender offer for acquisition of shares on the interests of the Company; (iii) the strategical plans disclosed by the offeror with respect to the Company; (iv) other issues which the Board of Directors deems pertinent, as well as the information required by the applicable rules established by CVM. v) to perform other legal duties or those assigned to it by General Meeting, as well as to resolve on the cases not covered herein Article 21 (...) 1 - (...) Article 21 (...) 1º - (...)

28 2 Term of Office. The executive officers shall be elected for up to two-(2) year term of office and reelection is allowed. The executive officers term of office shall be automatically extended until election and investiture of respective substitutes, if these acts occur after the expiration of executive officers term of office. (...) Article 22 Authority. Without prejudice of other duties provided for by laws and these Articles of Incorporation, it shall be the responsibility of the Executive Board, led by the Chief Executive Officer, to execute the matters provided for herein, especially, the following: a) to comply with and cause the compliance with the Company s business general guidelines set by the Board of Directors; b) to annually prepare and propose to the Board of Directors the Company s investment plans and annual budget; c) to prepare every year, the Management Report and the Financial Statements to be submitted to the Board of Directors and subsequently to General Meeting; d) to acquire the assets destined to the Company s permanent assets in amounts of up to thirty-five million reais (BRL35,000,000.00); e) to dispose of assets destined to the Company s permanent assets in amounts of up to five million reais (BRL5,000,000.00); 2 Term of Office. The executive officers shall be elected for up to two-(02) year term of office and reelection is allowed. The executive officers term of office shall be automatically extended until election and investiture of respective substitutes, if these acts occur after the expiration of executive officers term of office. (...) Article 22 Authority. Without prejudice of other duties provided for by laws and these Articles of Incorporation, it shall be the responsibility of the Executive Board, led by the Chief Executive Officer, to execute the matters provided for herein, especially, the following: a) to comply with and cause the compliance with the Company s business general guidelines set by the Board of Directors; b) comply with and make comply with the orientation received from the Board of Directors with respect to the matters within the authority of the General Meeting of its directly or indirectly controlled entities; c) to annually prepare and propose to the Board of Directors the Company s investment plans and annual budget; d) to prepare every year, the Management Report and the Financial Statements to be submitted to the Board of Directors and subsequently to General Meeting; e) to acquire the assets destined to the Company s permanent assets in amounts of up to thirty-five million reais

29 f) to formalize financial operations, loan operations and financing in general, in amounts of up to thirty-five million reais (BRL35,000,000.00); g) to formalize structured operations in amounts of up to one hundred, seventy million reais (BRL170,00,000.00); h) to dispose of, swap and/or encumber equity interests in affiliated companies and subsidiaries in amounts of up to five million reais (BRL5,000,000.00); and i) to tender guarantee on behalf of the Company or entities composing its economic group, in amounts of up to thirty-five million reais (BRL35,000,000.00). (BRL35,000,000.00); f) to dispose of assets destined to the Company s permanent assets in amounts of up to five million reais (BRL5,000,000.00); g) to formalize financial operations, loan operations and financing in general, in amounts of up to thirty-five million reais (BRL35,000,000.00); h) to formalize structured operations in amounts of up to one hundred, seventy million reais (BRL170,00,000.00); i) to dispose of, swap and/or encumber equity interests in affiliated companies and subsidiaries in amounts of up to five million reais (BRL5,000,000.00); and j) to tender guarantee on behalf of the Company or entities composing its economic group, in amounts of up to thirty-five million reais (BRL35,000,000.00). Article 23 - Representation. The Company shall consider itself bound when represented by the signature: (i) of the CEO plus one Officer; (ii) of 02 (two) officers jointly, or (iii) of two attorneys-in-fact. 1 - Grant. The attorneys-in-fact shall be granted in the name of the Company by the signature of the CEO plus one Officer, and, in the absence and/or temporary removal of the CEO, the powers of attorney shall be granted in the name of the Company by the signature of 2 (two) officers jointly, and shall specify the powers granted and, with the exception of the powers of attorney for judicial purposes, Article 23 - Representation. The Company shall consider itself bound when represented by the signature: (i) of the CEO plus 1 ( one) Officer; (ii) of 02 (two) officers jointly, or (iii) of 02 (two) attorneys-in-fact. 1 - Grant. The attorneys-in-fact shall be granted in the name of the Company by the signature of the CEO plus one Officer, and, in the absence and/or temporary removal of the CEO, the powers of attorney shall be granted in the name of the Company by the signature of 02 (two) officers jointly, and shall specify the powers granted and, with the exception of the powers of attorney for judicial purposes,

30 shall be valid for a maximum of 01 (one) year. Article 24 (...) 1 - (...) 2 Investiture. The investiture of the members of the Audit Committee shall be by signature of a respective term, in an appropriate book, and form the adhesion of the Company to the Novo Mercado segment of BM&FBOVESPA, shall be conditioned to the subscription of the Instrument of Consent of the Members of the Audit Committee contemplated in the Novo Mercado Listing Rules of BM&FBOVESPA. 3 - Communications. From the capital going public and adhesion to the Novo Mercado segment of BM&FBOVESPA, the members of the Audit Committee of the Company shall, immediately after investiture in the office inform to CVM, to the Company and to BM&FBOVESPA the number and characteristics of the securities issued by the Company which they hold, directly or indirectly, including derivatives. 4 - (...). 5 - (...) 6 - (...) shall be valid for a maximum of 01 (one) year. Article 24 (...) 1 - (...) 2 - Investiture. The investiture of the members of the Audit Committee shall be by signature of a respective term, in an appropriate book,, and from the adhesion of the Company to the Novo Mercado segment of BM&FBOVESPA, shall be subject to previous subscription of the Instrument of Consent of the Members of the Audit Committee contemplated in the terms of the provisions of the Novo Mercado Listing Rules of BM&FBOVESPA, as well as to compliance with the applicable legal requirements. 3 - Communications. From the capital going public and adhesion to the Novo Mercado segment of BM&FBOVESPA, the members of the Audit Committee of the Company shall, immediately after investiture in the office inform to CVM, to the Company and to BM&FBOVESPA the number and characteristics of the securities issued by the Company which they hold, directly or indirectly, including derivatives. 4 - (...) 5 - (...) 6 - (...) Article 27 (...) Sole : The Company and its administrators shall, at least once a year, hold a public meeting with analysts and any other interested parties, to disclose information with respect to Article 27 (...) Sole Paragraph: The Company and its administrators shall, at least once a year, hold a public meeting with analysts and any other interested parties, to disclose information with

31 the economic-financial situation, projects and perspectives of the Company. Article 30 Sharing of the Administrators. In the terms of the provisions of Article 190 of the LSA, the General Meeting which approves the accounts of the fiscal year may determine the distribution of up to 10% (ten percent) of the income of the fiscal year, after the adjustments determined by Article 189 of the LSA, to the administrators of the Company, as sharing in the corporate profits. Article 33 Disposal of Control. The Disposal of the Control of the Company, directly or indirectly, both by means of a single transaction, as by means of successive transactions, shall be contracted under suspensive or resolutive condition that the acquirer of the control undertake to effectuate the public offering of acquisition of the shares of the other shareholders, observing the conditions and the terms contemplated in the legislation in force and in the Novo Mercado Listing Rules, so as to assure to them egalitarian treatment given to the Disposing Controlling Shareholder. respect to the economic-financial situation, projects and perspectives of the Company. Article 30 Participation of the Administrators. In the terms of the provisions of Article 190 of the LSA, the General Meeting which approves the accounts of the fiscal year may determine the distribution of up to 10% (ten percent) of the income of the fiscal year, after the adjustments determined by Article 189 of the LSA, to the administrators of the Company, as participation in the corporate profits. Investments Reserve. After the allocation of the net profit to the legal reserve and distribution of compulsory dividends, the remaining portion, by proposal of the Board of Directors, may be totally or partially allocated to the constitution of an Investments Reserve, whose purpose is to ensure the maintenance, development and expansion of corporate activities. The maximum limit of this reserve shall be of up to 100% of the capital stock, observing that the balance of this reserve, added to the balances of the other profit reserves, with the exception of the profit reserves for contingencies and the tax incentives reserve, may not exceed 100% of the value of the capital stock. Article 33 - Disposal of Control. The Disposal of the Control of the Company, directly or indirectly, both by means of a single transaction, as by means of successive transactions, shall be contracted under suspensive or resolutive condition that the Acquirer of the control undertake to effectuate the public offering of acquisition of the shares of the other shareholders of the Company, observing the conditions and the terms contemplated in the legislation in force and in the Novo Mercado Listing Rules, so as to assure to them egalitarian treatment given to the Disposing Controlling Shareholder.

32 1 - Meanings. For purposes of these Articles of Incorporation, the terms indicated below in capital letters shall have the following meaning: Controlling Shareholder means the shareholder or group of shareholder bound by a shareholders agreement or under common control who exercise the Power of Control of the Company. Disposing Controlling Shareholder means the Controlling Shareholder when the latter promotes the Disposal of Control of the Company. Acquiring Shareholder means any person (including, without limitation, any natural person or legal entity, investment fund, pool, portfolio of instruments, universality of rights, non-personified entities, or otter form o organization, residing, domiciled or headquartered in Brazil or abroad), or group of persons bound by a vote agreement with the Acquiring Shareholder and/or who acts representing the same interest as the Acquiring Shareholder, who comes to subscribe and/or acquire shares of the Company. There are included, among the examples of a person who acts representing the same interest as the Acquiring Shareholder, any person (i) who is, directly or indirectly, controlled or administered by such Acquiring Shareholder; (ii) who controls or administers, in any form, the Acquiring Shareholder, (iii) who is directly or indirectly controlled or administered by any person who 1 - Meanings. For purposes of these Articles of Incorporation, the terms indicated below in capitals shall have the following meaning: Controlling Shareholder means the shareholder(s) or group of shareholders bound by a shareholders agreement or under common control who exercise(s) the Power of Control of the Company. Disposing Controlling Shareholder means the Controlling Shareholder when the latter promotes the Disposal of Control of the Company. Acquiring Shareholder means he for whom the Disposing Controller transfers the Controlling Shares in a Disposal of Control of the Company. any person (including, without limitation, any natural person or legal entity, investment fund, pool, portfolio of instruments, universality of rights,, non personified entities, or other form of organization, residing or domiciled or headquartered in Brazil or abroad), or group of persons bound by a vote agreement with the Acquiring Shareholder and/or who acts representing the same interest as the Acquiring Shareholder, who comes to subscribe and/or acquire, shares of the Company. There are included, among the examples of a person who acts representing the same interest of the Acquiring Shareholder, any person (i) who is, directly or indirectly, controlled or administered by such Acquiring Shareholder; (ii) who controls or administers, in any form,

33 controls or administers, directly or indirectly, the Acquiring Shareholders, (iv) in which the controller of Acquiring Shareholder has, directly or indirectly, corporate interest equal to or greater than 15% (fifteen percent) of the capital stock, (v) in which the Acquiring Shareholder has, directly or indirectly, corporate interest equal to or greater than 15% (fifteen percent) of the capital stock, or (vi) who has, directly or indirectly, corporate interest, equal to or greater than 15% (fifteen percent) of the capital stock of the Acquiring Shareholder. Control Shares means the block of shares that assures, directly or indirectly, to its holder (s) the individual and/or shared Power of Control of the Company. Outstanding Shares means all the shares issued by the Company, with the exception of the shares held by the Controlling Shareholder, by persons linked to it, by administrators of the Company and those held in treasury. Disposal of Control of the Company means the transfer to a third party, for remuneration, of the Control Shares. the Acquiring Shareholder, (iii) who is, directly or indirectly, controlled or administered by any person who controls or administers, directly or indirectly, the Acquiring Shareholder, (iv) in which the controller of such Acquiring Shareholder has, directly or indirectly, corporate participation, equal to or greater than 15% (fifteen percent) of the capital stock, (v) in which the Acquiring Shareholder has, directly or indirectly, corporate participation equal to or greater than 15% (fifteen percent) of the capital stock, or (vi) who has, directly or indirectly, corporate participation equal to or greater than 15% (fifteen percent) of the capital stock of the Acquiring Shareholder. Control Shares means the block of shares that assures, directly or indirectly, to its holder (s) the individual and/or shared Power of Control of the Company. Outstanding Shares means all the shares issued by the Company, with the exception of the shares held by the Controlling Shareholder, by persons linked to it, by administrators of the Company and those held in treasury. Control (as well as its related terms, Controller, Controlled, under common Control or Power of Control ) means the power effectively used to direct the corporate activities and orient the operation of the bodies of the Company, directly or indirectly, factually or legally. There is a relative presumption of control in relation to Disposal of Control of the Company means the transfer to a third party, for remuneration, of the Control Shares. Control (as well as its related terms, Controller, Controlled, under common Control or Power of Control ) means the power effectively used to direct the corporate activities

34 the person or group of persons bound by a shareholders agreement or under common control (control group) who is a holder of shares which have assured to it the absolute majority of the votes of the shareholders present in the last three general meetings of the Company, even it is not a holder of the shares that assure to it the absolute majority of the voting capital. Group of Shareholders means the group of persons: (i) bound by contracts of agreements of vote of any nature, whether directly or by controlled, controlling companies or companies under common control; or (ii) among which there is a relationship of control; or (iii) under common control. Economic Value means the value of the Company and of its shares which comes to be determined by a specialized company, by using recognized methodology or based on another criterion which comes to be defined by CVM. 2 - Impossibility of Transfer. The Disposing Controlling Shareholder(s) or Group of disposing controlling Shareholders may not transfer the ownership of their shares, while the acquirer does not subscribe the Instrument of Consent of Controllers alluded to in the Novo Mercado Listing Rules. 3 - (...) and orient the operation of the bodies of the Company, directly or indirectly, factually or legally, regardless of the shareholding held. There is a relative presumption of control in relation to the person or to the group of persons bound by a shareholders agreement or under common control (control group) Group of Shareholders who is the holder of shares which have guaranteed to it the absolute majority of the votes of the shareholders present in the last 03 (three) general meetings of the Company, even though it is not the holder of the shares that assure to it the absolute majority of the voting capital. Group of Shareholders means the group of persons: (i) bound by contracts of agreements of vote of any nature, whether directly or by controlled, controlling companies or companies under common control; or (ii) among which there is a relationship of control; or (iii) under common control. Economic Value means the value of the Company and of its shares which comes to be determined by a specialized company, by using recognized methodology or based on another criterion which comes to be defined by CVM. 2 - Impossibility of Transfer. The Disposing Controlling Shareholder(s) or Group of Disposing Ccontrolling Shareholders may not transfer the ownership of their shares, while the acquirer does not subscribe the Instrument of Consent of Controllers alluded to in the

35 Novo Mercado Listing Rules (...) 4 Restriction to Registration. No Shareholders Agreement which provides on the exercise of the Controlling Power may be registered in the headquarters of the Company without its signatories having subscribed the Instrument of Consent mentioned in paragraph 2 of this Article 33. Article 35 Acquisition via Private Agreement. He who already has shares of the Company and acquires the Control Power of the latter, as a result of a private stock purchase agreement executed with the Controlling Shareholder(s) or Shareholder Group, involving any number of shares, is obliged to: (i) effectuate the public acquisition offering mentioned in Article 33 of these Articles of Incorporation; (ii) reimburse the shareholders who have bought the shares in the stock exchange in the 06 (six) months prior to the date of Disposal of Control of the Company, to whom it shall pay the difference between the price paid to the Disposing Controlling Shareholder and the value paid in the stock exchange, for the shares of the Company in this period, duly restated by the positive variation of the National Ample Consumer Price Index - IPCA ( IPCA ); and (iii) take the applicable steps to restore the minimum percentage of 25% (twenty-five percent) of the total outstanding shares of the Company, within the 06 (six) months subsequent to the acquisition of Control. 4 - Restriction to Registration. No Shareholders Agreement which provides on the exercise of the Controlling Power may be registered in the headquarters of the Company without its signatories having subscribed the Instrument of Consent of the Controllers mentioned in paragraph 2 of this Article 33. Article 35 - Acquisition via Private Agreement. He who already holds shares of the Company and acquires the Control Power of the latter, as a result of a private stock purchase agreement executed with the Ccontrolling Shareholder(s) or Shareholder Group, involving any number of shares, is obliged to: (i) effectuate the public acquisition offering mentioned in Article 33 of these Articles of Incorporation; and (ii) pay, in the terms indicated below, the amount equivalent to the difference between the price of the public offering and the value paid per share eventually acquired in the stock exchange in the 06 (six) months prior to the date of acquisition of the Controlling Power, duly restated, until the date of payment. Said amount shall be distributed among all the person who sold shares of the Company in the auctions floors in which the Acquiring Shareholder made the acquisitions, proportionally to the net daily selling balance of each, it being incumbent upon BM&FBOVESPA to operationalize the distribution in the terms of its regulations.

36 Reimburse the shareholders from whom it has purchased shares in the stock exchange in the 06 (six) months prior to the date of Disposal of the Control of the Company, to whom it shall pay the difference between the price paid to the Disposing Controlling Shareholder and the value paid in the stock exchange for shares of the Company in this period, duly restated according to positive variation of the National Ample Consumer Price Index - IPCA ( IPCA ); and (iii)article 36 Restoration of the Minimum Percentage of Outstanding Shares. After an operation of Disposal of Control of the Company and of the subsequent performance of the public acquisition offering of shares, the Acquiring Shareholder, when necessary, shall take the applicable steps to restore the minimum percentage of 25% (twenty-five percent) of the total shares capital stock of the Company in circulation, within the 06 (six) months subsequent to the acquisition of Control. Article 36 Minimum Price. In the public acquisition offering of shares to be effectuated by the Controlling Shareholders, Group of Controlling Shareholders or by the Company for cancellation of the registration of publicly held Company, the minimum price to be offered shall correspond to the Economic Value calculated in an appraisal report, according to Article 38 of these Articles of Incorporation. Article 37 The Controlling Shareholder(s) or the controlling Group of Shareholders shall Article Minimum Price. In the public acquisition offering of shares to be effectuated by the Controlling Shareholders, Group of Controlling Shareholders or by the Company for cancellation of the registration of publicly held Company, the minimum price to be offered shall correspond to the Economic Value calculated in an appraisal report, according to the elaborated in the terms of Article 3841 of these Articles of Incorporation, the legal and regulatory rules applicable respected. Article 378 Exit from Novo Mercado with Controlling Shareholder or Controlling

37 effectuate a public acquisition offering of shares belonging to the other shareholders whether because the exit of the Company from Novo Mercado occurs: (i) so that the securities issued by it start to be registered for trading outside Novo Mercado; or (ii) by virtue of an operation of corporate reorganization in which the shares of the resulting company from such reorganization are not admitted trading in Novo Mercado. 1 Price Offered. The price to be offered shall correspond, at least, to the Economic Value verified in the appraisal report, mentioned in Article 38 of these Articles of Incorporation, the applicable legal and regulatory rules respected. 2 News of the Event. The news of the performance of the public acquisition offering mentioned in this Article shall be informed to BM&FBOVESPA and disclosed to the market immediately after holding of the General Meeting of the Company which has approved the exit or said reorganization. Article 38 Appraisal Report. The appraisal report contemplated in these Articles of Incorporation shall be elaborated by a specialized company, with proven experience and independence of power with respect to the decision of the Company, its administrators shareholders group. The Controlling Shareholder(s) or controlling Group of Shareholders of the Company shall effectuate a public acquisition offering of shares belonging to the other shareholders of the Company, as contemplated in Article 41 below, whether because the exit of the Company from Novo Mercado occurs: (i) so that the securities issued by it start to be registered for trading outside Novo Mercado; or (ii) by virtue of an operation of corporate reorganization in which the resulting company from such reorganization do not have their securities admitted to trading in Novo Mercado within 120 (one hundred and twenty) days counted from the date of the General Meeting which approved said operation. 1 Price Offered. The price to be offered shall correspond, at least, to the Economic Value calculated in the appraisal report, mentioned in Article 38 of these Articles of Incorporation, the applicable legal and regulatory rules respected. 2 News of the Event. The news of the performance of the public acquisition offering mentioned in this Article shall be informed to BM&FBOVESPA and disclosed to the market immediately after the holding of the General Meeting of the Company which has approved the exit or said reorganization. Article Appraisal Report. The appraisal report contemplated in these Articles of Incorporation shall be elaborated by a specialized institution or company, with proven experience and independence of power with respect to the decision of the Company,

38 and controllers. The report shall also meet the requirements of paragraph 1 o Article 8 of the LSA and contain the responsibility provided in paragraph 6 of the same legal provision. 1 Choice of Specialized Company. The choice of the specialized company responsible for determining the Economic Value of the Company is the private authority of the General Meeting, from presentation of, by the Board of Directors, of a triple list, and the respective deliberation shall, blank votes not being computed, be taken by the majority of the votes of the shareholders representative of the Outstanding Shares present at the General Meeting, which if convened on first call, shall be attended by shareholders who represent, at least, 20% (twenty percent) of the total Outstanding Shares, or which, if convened on second call, may be attended by any number of shareholders representative of the Outstanding Shares. 2 - (...) Article 39 Control Without Majority of Shareholders. In the event of the exercise of control by a shareholder holder of at least 50% (fifty percent) of the capital stock, as well as by a group of shareholders which is not a signatory of a vote agreement and which is not under common control or act representing a common interest: (i) whenever the cancellation of registration of publicly held company is approved, at General Meeting, the public acquisition offering of shares mentioned in Article 36 shall be effectuated by the Company, whereas, in this of its administrators and/or of the Controlling Shareholder (s) or Controlling Group of Shareholders. The report shall also meet the requirements of paragraph 1 o Article 8 of the LSA and contain the responsibility provided in paragraph 6 of the same legal provision. 1 - Choice of Specialized Company. The choice of the specialized institution or company responsible for determining the Economic Value of the Company is the private authority of the General Meeting, from presentation of, by the Board of Directors, of a triple list, and the respective deliberation shall, blank votes not being computed, be taken by the majority of the votes of the shareholders representative of the Outstanding Shares present at the General Meeting, which if convened on first call, shall be attended by shareholders who represent, at least, 20% (twenty percent) of the total Outstanding Shares, or which, if convened on second call, may be attended by any number of shareholders representative of the Outstanding Shares. 2 - (...) Article 39 Control Without Majority of Shareholders. In the event of the exercise of control by a shareholder holder of at least 50% (fifty percent) of the capital stock, as well as by a group of shareholders which is not a signatory of a vote agreement and which is not under common control or act representing a common interest: (i) whenever the cancellation of registration of publicly held company is approved, at General Meeting, the public acquisition offering of shares mentioned in Article 36 shall be effectuated by the Company, whereas, in this

39 case, the Company may only acquire shares held by the shareholders who have voted in favor of the cancellation of registration in the resolution at General Meeting after having acquired the shares of the other shareholders who have not voted in favor of said resolution and who have accepted said public offering; and (ii) whenever it is approved, at General Meeting, exit from Novo Mercado, whether by registration of shares outside Novo Mercado, or by corporate reorganization as contemplated in Article 37 (ii) of these Articles of Incorporation, the public acquisition offering of shares mentioned in Article 33 of these Articles of Incorporation shall be effectuated by the shareholders who have voted in favor of the respective resolution at General Meeting. case, the Company may only acquire shares held by the shareholders who have voted in favor of the cancellation of registration in the resolution at General Meeting after having acquired the shares of the other shareholders who have not voted in favor of said resolution and who have accepted said public offering; and (ii) whenever it is approved, at General Meeting, exit from Novo Mercado, whether by registration of shares outside Novo Mercado, or by corporate reorganization as contemplated in Article 37 (ii) of these Articles of Incorporation, the public acquisition offering of shares mentioned in Article 33 of these Articles of Incorporation shall be effectuated by the shareholders who have voted in favor of the respective resolution at General Meeting. Exit from Novo Mercado in the Event There is no Controlling Shareholder. If the exit of the Company from Novo Mercado is resolved, in the event there is no Controlling Shareholder, the same shall be subject to the holding of a public acquisition offering of shares, in the conditions contemplated in Article 41 below, whether because the exit of the Company occurs: (i) so that the securities issued by it start to be registered for trading outside Novo Mercado; or (ii) by virtue of a corporate reorganization operation, in which the company resulting from such reorganization does not have its movable property admitted to trading in Novo Mercado within 120 (one hundred and twenty) days counted from the date of the General Meeting which approved said operation.

40 1 Said General Meeting shall define those responsible for the holding of the public acquisition offering of shares, who, being present at the meeting, shall expressly assume the obligation to hold such offering. 2 In the absence of definition of those responsible for holding the public acquisition offering of shares, in the event of the corporate reorganization operation, in which the company resulting from this organization does not have its movable property admitted to trading in Novo Mercado, it shall be incumbent upon the shareholders who voted favorable to the reorganization to hold said offering. Article 40 AGE (Extraordinary General Meeting) for Substitution of the Board. If there are forms of control of the Company contemplated in Article 39 of these Articles of Incorporation and BM&FBOVESPA determines that the quotations of the movable property issued by the Company be disclosed separately or that the movable property issued by the Company have their trading suspended in Novo Mercado, by virtue of non compliance with the obligations set forth before the Novo Mercado Listing Rules, the Chairman of the Board of Directors shall call, within 02 (two) days from said determination, computing only the days when there is circulation of the newspapers habitually used by the Company, a Special Shareholder Meeting to substitute the entire Board of Directors. 1 Call by Shareholder. If said Extraordinary General Meeting mentioned in the main section of this Article is not called by the Chairman of the Board in the term established, the same may be called by any Article 40 - AGE (Extraordinary General Meeting) for Substitution of the Board. If there are forms of control of the Company contemplated in Article 39 of these Articles of Incorporation and BM&FBOVESPA determines that the quotations of the movable property issued by the Company be disclosed separately or that the movable property issued by the Company have their trading suspended in Novo Mercado, by virtue of non compliance with the obligations set forth before the Novo Mercado Listing Rules, the Chairman of the Board of Directors shall call, within 02 (two) days from said determination, computing only the days when there is circulation of the newspapers habitually used by the Company, a Special Shareholder Meeting to substitute the entire Board of Directors. 1 Call by Shareholder. If said Extraordinary General Meeting mentioned in the main section of this Article is not called by the Chairman of the Board in the term established, the same may be called by any

41 shareholder of the Company. 2 The new Board of Directors elected in the Extraordinary General Meeting mentioned in the main section and in paragraph 1 of this Article shall remedy the non compliance with the obligations set forth in the Novo Mercado Listing Rules in the shortest term possible or in a new term granted by BM&FBOVESPA for this purpose, whichever is smallest. shareholder of the Company. 2 The new Board of Directors elected in the Extraordinary General Meeting mentioned in the main section and in paragraph 1 of this Article shall remedy the non compliance with the obligations set forth in the Novo Mercado Listing Rules in the shortest term possible or in a new term granted by BM&FBOVESPA for this purpose, whichever is smallest. Exit from Novo Mercado as a Result of Non Compliance with Obligations set forth in the Novo Mercado Listing Rules. The exit of the Company from Novo Mercado as a result of non compliance with obligations set forth in the Novo Mercado Listing Rules shall be subject to the holding of a public acquisition offering of shares in the conditions contemplated in Article 41 below. 1 The Controlling Shareholder(s), or controlling Group of Shareholders of the Company shall effectuate the public acquisition offering of shares contemplated in the main section of this Article. 2 If there is (are) no Controlling Shareholder(s), or the controlling Group of Shareholder and the exit from Novo Mercado, in the main section, results from a resolution of the General Meeting, the shareholders who have voted in favor of the resolution, which implied the respective non compliance shall effectuate the public acquisition offering of shares contemplated in the main section. 3 In the event there is (are) no Controlling Shareholder(s), or the controlling Group of Shareholders and the exit from Novo Mercado mentioned in the main section occurs as a result of an act or fact of the management, the Administrators of the Company shall call a

42 General Meeting, whose agenda shall be deliberation on how to remedy the non compliance with the obligations set forth in the Novo Mercado Listing Rules or, if it is the case, resolve on the exist of the Company from Novo Mercado. 4 If the General Meeting mentioned in Paragraph 3 above resolves on the exit of the Company from Novo Mercado, said General Meeting shall define those responsible for holding the public acquisition offering of shares contemplated in the main section, who, being present at the meeting, shall expressly assume the obligation to hold the offering. Article 41 Exit as a Result of Non Compliance with Obligations. In the event of there being forms of control of the Company contemplated in Article 39 of these Articles of Incorporation and the exit of the Company from Novo Mercado occurs as a result of non compliance with any obligation set forth in the Novo Mercado Listing Rules: (i) if the non compliance results from resolution at General Meeting, the public acquisition offering of shares shall be effectuated by shareholders who have voted in favor of the resolution which implies the non compliance; and (ii) if the non compliance results from an act or fact of the management of the Company, the latter shall effectuate a public acquisition offering for cancellation of the registration of publicly held company addressed to all of the shareholders of the Company. If it is resolved, at General Meeting, to maintain the registration of publicly held company of the Company, the Article 41 - Exit as a Result of Non Compliance with Obligations. In the event of there being forms of control of the Company contemplated in Article 39 of these Articles of Incorporation and the exit of the Company from Novo Mercado occurs as a result of non compliance with any obligation set forth in the Novo Mercado Listing Rules: (i) if the non compliance results from resolution at General Meeting, the public acquisition offering of shares shall be effectuated by shareholders who have voted in favor of the resolution which implies the non compliance; and (ii) if the non compliance results from an act or fact of the management of the Company, the latter shall effectuate a public acquisition offering for cancellation of the registration of publicly held company addressed to all of the shareholders of the Company. If it is resolved, at General Meeting, to maintain the registration of publicly held company of the Company, the public acquisition offering shall be effectuated by the shareholders who have

43 public acquisition offering shall be effectuated by the shareholders who have voted in favor of this resolution. voted in favor of this resolution. Price Offered. In the public acquisition offering of shares to be made in the assumptions of cancellation of the registration as publicly held company or exit from Novo Mercado, the price to be offered shall correspond to, at least, the Economic Value verified in the appraisal report, mentioned in Article 43 of these Articles of Incorporation, the applicable legal and regulatory rules respected. 1 The public acquisition offering shall be subject to that the value verified in the appraisal report not be greater than the value disclosed by the offeror. Inexistent Provision Article 42 News of the Event. The news of the holding of the public offering mentioned in Articles 38 and 39 shall be communicated to BM&FBOVESPA and disclosed to the market immediately after the holding of the General Meeting of the Company, which has approved the exist or said reorganization. Article 42 (...) Article 442 (...) Article 43 (...) Article 453 (...) Article 44 (...) Article 464 (...)

44 CHAPTER VIII JUDGMENT BY ARBITRATION Article 45 Arbitration Chamber. The Company, its shareholders, administrators and members of the Audit Committee undertake to resolve, by means of arbitration, in the terns of the Regulation of the Arbitration Chamber of Novo Mercado ( Arbitration Regulation ), all and any dispute or controversy which may arise among them, related to or arising out of, especially, from the application, validity, effectiveness, interpretation, breach and its effects, of the provisions contained in the LSA, in these Articles of Incorporation, in the rules published by the National Monetary Council, by the Central Bank of Brazil and by Comissão de Valores Mobiliários, as well as in the other rules applicable to the functioning of the capitals market, in general, in addition to those set forth in the Novo Mercado Listing Rules, in the Novo Mercado Listing Agreement and in the Arbitration Rules. Sole - Resorting to the Judiciary. Without prejudice to the validity of this Article, any of the parties to the arbitration proceeding shall be entitled to resort to the Judiciary Branch with the objective of, if and when necessary, request provisional protection measures of rights, whether in arbitration proceedings already instituted or not yet instituted, whereas, as soon as any such measure is granted, the authority for decision on the merits shall be immediately restored to the arbitration court instituted or to be instituted. CHAPTER VIII JUÍZO ARBITRAL CLÁUSULA COMPROMISSÓRIA Article Arbitration Chamber. The Company, its shareholders, administrators and members of the Audit Committee undertake to resolve, by means of arbitration, in the terms of the Regulation before the Arbitration Chamber of the Market ( Arbitration Regulation ), all and any dispute or controversy which may arise among them, related to or arising out of, especially, from the application, validity, effectiveness, interpretation, breach and its effects, of the provisions contained in the LSA, in these Articles of Incorporation, in the rules published by the National Monetary Council, by the Central Bank of Brazil and by Comissão de Valores Mobiliários, as well as in the other rules applicable to the functioning of the capitals market, in general, in addition to those set forth in the Novo Mercado Listing Rules, in the Novo Mercado Listing Agreement and in the Arbitration Rules established by the Market Arbitration Panel and by the Regulation of Sanctions. 1 The arbitration court shall be comprised by 03 (three) arbiters, appointed in the terms of the Arbitration Regulation of the Market Arbitration Panel. 2 The headquarters of the arbitration shall be the Municipality of Rio de Janeiro, State of Rio de Janeiro, Brazil. The language of the arbitration shall be Portuguese. The arbitration shall be processed and judged according to Brazilian Law. 3 Without prejudice to the validity of this arbitration clause, the filing of provisional and urgency measures, by the Parties, before the arbitration court is constituted, may be referred to the Support Arbiter, according to item 5.1 of the Arbitration Regulation of the Market Arbitration Panel of Mercado, or, alternatively,

45 to the Judiciary Branch. From the constitution of the arbitration court, all the provisional or urgency measures shall be pleaded directly to the latter, it being hereby authorized to maintain, revoke or modify the provisional and urgency measures previously required to the Support Arbiter or to the Judiciary Branch Article, any of the parties to the arbitration procedure shall have the right to resort to the Judiciary Branch with the objective of, if necessary, request provisional protection measures, whether in an arbitration proceeding already instituted or not yet instituted, whereas, as soon as any such measure be granted, the authority for the decision on the merits shall be immediately restored to the arbitration court instituted or to be instituted. Article 46 (...) Article (...) Article 47 (...) Article 4749 (...) Article 48 (...) Article 4850 (...) Article 49 Publications. The publications ordered by the LSA shall be jade in the newspapers Diário Oficial do Estado do Rio de Janeiro and jornal Diário do Comércio. Article 50 (...) Article 5052 (...) Article 51 (...) Article 5153 (...) CHAPTER XI EFFECTIVENESS OF PROVISIONS Article 52 Period of Terms of Office. The periods of the terms of office of the members of the Board of Directors and of the Management, contemplated in Articles 16, main section, main section and 21, 2, of these Articles of Incorporation, respectively, shall only be effective from the election of the Independent Director, to be elected in the terms of Article 16, 2 of these Articles of Incorporation. Incorporation. Article 53 Effectiveness. The provisions contained in Chapters VII and VIII of these Articles of Incorporation shall only be Article The publications ordered by the LSA shall be jade in the newspapers Diário Oficial do Estado do Rio de Janeiro and in Jjornal Diário do Comémercio. CAPÍTULO XI DA EFICÁCIA DE DISPOSIÇÕES Article 52 - Period of Terms of Office. The periods of the terms of office of the members of the Board of Directors and of the Management, contemplated in Articles 16, main section, main section and 21, 2, of these Articles of Incorporation, respectively, shall only be effective from the election of the Independent Director, to be elected in the terms of Article 16, 2 of these Articles of Article 53 - Effectiveness. The provisions contained in Chapters VII and VIII of these Articles of Incorporation shall only be

46 effective from the date in which the Company publishes its Announcement of Beginning of Public Primary and Secondary Distribution of Shares in connection with its Initial Public Offering of Shares. effective from the date in which the Company publishes its Announcement of Beginning of Public Primary and Secondary Distribution of Shares in connection with its Initial Public Offering of Shares.

47 Annex B ARTICLES OF INCORPORATION CNPJ/MF Nº / NIRE: Chapter I Name, Registered Office, Venue, Branch Offices, Purpose and Duration Article 1 - Name. QGEP Participações S.A. ( Company ) is a stock corporation governed by these Articles of Incorporation, applicable laws and by the Novo Mercado Listing Rules ( Novo Mercado Listing Rules ) of BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange ( BM&FBOVESPA ) Paragraph 1 - With the admission of the Company in the special listing segment known as Novo Mercado, of BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange ( BM&FBOVESPA ), the Company, its shareholders, administrators and members of the Audit Committee, when in operation, shall be subject to the provisions of the Novo Mercado Listing Regulation of BM&FBOVESPA ( Novo Mercado Listing Rules ). Paragraph 2 - The provisions of the Novo Mercado Regulation shall prevail over the provisions of the Articles of Incorporation, in the cases of negative effects to the rights of the addressees of the tender offers provided for in these Articles. Article 2 Registered Office, Venue and Branch Offices. The Company has its registered office and venue in the City and State of Rio de Janeiro, at Av. Presidente Antônio Carlos, 51, sala 601 (parte), Centro, CEP , and may create and close branch offices, agencies or other establishments in the country or abroad, by means of board of executive officers resolution. Article 3 Corporate Purpose. The Company s purpose is the holding of interest in companies mainly concerned with the exploration, production and trading of oil, natural gas and byproducts, whether as partner, shareholder or other types of partnership, with or without legal personality. Article 4 - Duration. The Company s duration shall be perpetual. Chapter II Capital and Shares Article 5 - Capital. The fully subscribed and paid-in capital stock is two billion, one hundred, thirty five million, four hundred, ninety six thousand, one hundred and three reais and eighty-two centavos (R$2,135,496,103.82), represented by two hundred, sixty-five million, eight hundred and six thousand, nine hundred and five (265,806,905) non-par, registered, book-entry common shares.

48 Paragraph 1 Vote per Share. Each common share into the capital stock is divided entitles to one vote at the resolutions of the Company s Shareholders Meetings. Paragraph 2 Stock Bookkeeping. The Company shares shall be in the bookentry form, held in a deposit account on behalf of their holders, with a financial institution authorized by the Brazilian Securities and Exchange Commission ( CVM ) and appointed by the Board of Directors, and the compensation referred to by Paragraph 3, Article 35 of Law 6,404 of December 15, 1976, as amended ( Brazilian Corporation Law ) may be charged from shareholders. Paragraph 3 Defaulting Shareholder. In the event the underwriter fails to subscribe under the conditions provided for in the subscription list or call, this shareholder shall be legally in default, for the purposes of Articles 106 and 107 of the Brazilian Corporation Law, being subject to pay the late amount monetarily adjusted by the General Market Price Index- IGP-M, published by Getúlio Vargas Foundation- FGV, or replacing index, within the shortest period legally accepted, plus annual interest rate of twelve percent (12%), pro rata temporis and ten percent (10%) fine corresponding to the late installment, duly monetarily adjusted. Paragraph 4 Stock Reverse Split and Splitting. By resolution of the Board of Directors, the shares composing the Company s capital stock may be reversely split or split. Article 6 Authorized Capital. The Company is authorized to increase its capital stock until the limit of four billion reais (R$4,000,000,000.00), excluding shares already issued, regardless of amendment to the Company s Articles of Incorporation. Paragraph 1 - Conditions. The capital stock shall be increased by means of resolution of the Board of Directors, which shall establish the issue conditions, including price, term and payment conditions. If subscription is paid with assets, the Shareholders Meeting shall resolve on the capital increase, after hearing the Audit Committee, if instated. Paragraph 2 Common Shares and Warrants. Within the limit of authorized capital, the Company may issue common shares and warrants. Article 7 Exclusion of Preemptive Right. The Company may issue shares, debentures convertible into shares and warrants excluding the former shareholders preemptive right, or reducing the term for its exercise, when placement occurs through the sale on stock exchanges or via public subscription, or also through share swap in a takeover bid, pursuant to Article 172 of the Brazilian Corporation Law. Article 8 - Buyback. The Company by resolution of the Board of Directors may acquire its own shares to be held in treasury and subsequently sold or cancelled, until the amount of profit and reserves balance, except for the legal reserve, without decreasing the capital stock, in compliance with the applicable legal provisions and regulations.

49 Article 9 Stock Option Plan. The Company by decision of the Board of Directors and according to the plan approved at the Shareholders General Meeting may grant stock options or share subscription, without preemptive right to shareholders, on behalf of its Management, employees or individuals rendering services to the Company, and this option may be extended to the Management or employees of the Company s direct or indirect subsidiaries. Article 10 Preferred shares, fruition shares and profit-sharing bonds. The Company cannot issue preferred shares, fruition shares or profit-sharing bonds. Article 11 Withdrawal Right Reimbursement. In compliance with Article 45 of the Brazilian Corporation Law, the reimbursement payable to dissenting shareholders shall be based on the Company s book value verified in the last balance sheet approved by the Shareholders Meeting. Chapter III Shareholders Meeting Article 12 - Periodicity. The Shareholders Meeting, with the authority provided for by laws and in these Articles of Incorporation, shall hold ordinary meetings within the four (04) first months following the end of the fiscal year, and extraordinarily whenever the Company s interests so require. Paragraph 1 Attorneys-in-fact representation. The shareholders to be represented by attorneys-in-fact at Shareholders Meeting shall submit their powers of attorney, forbidding the use of powers of attorney granted electronically. Paragraph 2 - Legitimacy Book-entry shares. The holders of book-entry shares or held under custody shall deposit with the Company, at least, three (03) days in advance, the receipts issued by depositary financial institutions, as well as the documents evidencing the powers of attorney as condition for their participation in meetings. Paragraph 3 - Chairmanship. The meetings shall be instated and presided over by the Chairman of the Board of Directors or during his absence, by the Vice Chairman of the Board of Directors. The Chairman of the Meeting shall appoint a secretary to assist him at works. Paragraph 4 Call Notice. The Shareholders Meetings shall be called, at least, fifteen (15) consecutive days in advance of the meeting. Article 13 - Proxy. In order to participate in the Shareholders Meeting, the shareholder shall submit on the date of the meeting: (i) a receipt issued by the depositary financial institution of the book-entry shares held thereby or under custody, as provided for by Article 126 of the Brazilian Corporation Law and/or related to shareholders participating in the fungible custody of registered shares, a statement containing the corresponding shareholding, issued by appropriate authority dated within two (2) business days prior to the Shareholders Meeting; or (ii) power of attorney duly regularized as provided for by laws and these Articles of

50 Incorporation, in the assumption of shareholder proxy. The shareholder or his legal proxy shall attend the Shareholders Meeting with his identity documents. Paragraph 1 Attorney-in-fact. The shareholder may be represented at the Shareholders Meeting by attorney-in-fact empowered for less than one (01) year, Who is shareholder, with certified signature of the grantor, Company s manager, attorney, financial institution or asset manager representing the collective investment entities. Paragraph 2 - Resolutions. The Shareholders Meeting resolutions, except for the special assumptions provided for by laws and Article 43, Paragraph 1 of these Articles of Incorporation, shall be taken by absolute majority of votes, not computing the absentees votes. Paragraph 3 Private Authority. Without prejudice of other matters provided for by laws, it shall be privately incumbent upon the Shareholders Meeting: 1. analyze the Management s accounts, examine, discuss and vote the Company s financial statements; 2. amend these Articles of Incorporation; 3. elect and remove from office the members of the Board of Directors; 4. elect and remove from office the members of the Audit Committee, if instated; 5. resolve on the Company s deregistering as a publicly held company with the Brazilian Securities and Exchange Commission, pursuant to Chapter VII hereof; 6. resolve, pursuant to Chapter VII of these Articles of Incorporation, on the Company s delisting from Novo Mercado; and 7. elect the specialized company liable for the valuation report of the Company shares, in the event of deregistering as a publicly held company with CVM and the Company s delisting from Novo Mercado, among the companies appointed in a three-name list submitted by the Board of Directors. Paragraph 3 Minutes in the Summary Format. The minutes of the Shareholders Meetings shall be drawn up in the summary format, including dissenting votes and protests, containing an extract of the resolutions taken, in compliance with Paragraph 1, Article 130 of the Brazilian Corporation Law. Chapter IV Management Section I General Rules Article 14 Management Bodies. The Company shall be managed by a Board of Directors and a Board of Executive Officers.

51 Article 15 Managers Investiture. Following the Company s adhesion to BM&FBOVESPA s Novo Mercado special listing segment, the managers investiture is subject to the previous signature of the Statement of Consent from Senior Managers referred to in the Novo Mercado Rules and the signature of a statement of consent to the Company s Policy on Disclosure and Use of Relevant Acts or Facts and Securities Trading Policy, as well as to compliance with the applicable legal requirements. Sole Paragraph Notices. Following the IPO process and the adhesion to the BM&FBOVESPA s Novo Mercado segment, the Company s Management, immediately after its investiture, shall notify CVM, the Company and BM&FBOVESPA about the amount and characteristics of securities issued by the Company held thereby, directly or indirectly, including derivatives. Section II - Board of Directors Article 16 - Structure. The Board of Directors shall be composed of, at least, five (05) and at most, seven (07) members, besides another number of deputies to be defined at the Shareholders' Meeting, limited to the number of board members elected, bound or not by specific sitting board members, elected by the Shareholders' Meeting and who can be removed from office by it at any time. The board members term of office shall be combined and valid for two (02) years, and re-election shall be allowed. Paragraph 1 Chairman and Vice Chairman of the Board. The Board of Directors shall have a Chairman elected by the majority vote of its members, at the first meeting following the investiture of members or whenever the chairman s position is vacant, as well as a Vice Chairman also elected by the majority vote of its members, who shall replace the Chairman in the performance of his duties. Paragraph 2 - No accumulation of positions. The positions of Chairman of the Board and CEO or main executive of the Company may not be accumulated by the same person. Paragraph 3 Independent Board Members. The Board of Directors shall be composed of at least twenty per cent (20%) independent board members, who shall be expressly declared as such at the Minutes of the Shareholders Meeting electing them. The independent board member shall be the one, (i) who does not have any relationship with the Company, except for his interest in the capital stock; (ii) who is not a controlling shareholder, spouse or relative up to the second degree of kinship of a controlling shareholder (iii) who is not or has not been, during the last three (3) years linked to a company or entity connected to a controlling shareholder (persons linked to research and/or educational institutions are excluded from such restriction); (iv) who has not been, during the last three (03) years, an employee or executive officer of the Company, any controlling shareholder or entity controlled by the Company; (v) who is not a supplier or buyer, direct or indirect, of the Company s services or products, to such an extent that suggests the loss of independence; (vi) who is not an employee or

52 administrator of a company or entity rendering or requesting the Company s services and/or products in a scale which causes loss of independence; (vii) who is not a spouse or relative up to the second degree of kinship of any Company s administrator; or (viii) who does not receive any other compensation from the Company other than as board member (cash dividends deriving from eventual interest on equity shall be excluded from such restriction). The Independent Board Member is also that member elected as authorized by Paragraphs 4 and 5 of Article 141 and article 239 of the Brazilian Corporation Law. Paragraph 4 Rounding-off. Should the percentage defined in the paragraph above result in a fractional number of board members, it shall be rounded off: (i) to the immediately higher number if the fraction is equal to or higher than 0.5 (zero point five); or (ii) to the immediately lower number, if the fraction is smaller than 0.5 (zero point five). Paragraph 5 - Investiture. The members of the Board of Directors shall be vested in their office by means of the signature of the instrument of investiture drawn up in the Book of Minutes of the Board of Directors Meetings. The members of the Board of Directors may be removed from office at any time by Shareholders Meeting and shall remain in their office until the investiture of their successors. Paragraph 6 - Absence. In the event of absence, the members of the Board of Directors shall be replaced as follows: (a) by their specific deputy, if any, and in case of no specific deputy, (b) by a sitting board member, provided that he is appointed by absent member as his attorney-in-fact, and it is hereby set forth that the sitting member elected as attorney-in-fact by absent member shall be authorized to cast his own vote and also the vote of absent board member and in the event no attorney-in-fact is appointed, (c) by a deputy, summoned by the Chairman of the Board of Directors. Paragraph 7 Participation in Meetings. The board members may participate in the Board of Directors meetings via conference call, video conference or any other electronic means, deemed as attendees of the meeting and shall confirm their vote through a written statement addressed to the Chairman of the Board via letter, facsimile or immediately following the meeting. Once received the statement, the Chairman of the Board shall be vested of full powers to sign the minutes of the meeting on behalf of board member. Article 17 - Vacancy. In the event the board member position is vacant, without any deputy, the Board of Directors shall elect as many deputy members according to the vacant positions, and the board members elected pursuant to this Article shall have their term of office ended at the next Shareholders' Meeting to be held, and the deputy member shall be elected to complete the term of office of replaced member. Article 18 - Meetings. The Board of Directors shall hold meetings whenever it is summoned by its Chairman or by the majority of its members, by means of written notice, or electronically, at least, three (3) days in advance, except for urgent cases, when the term may be reduced. Notices shall include the time, date, place and agenda of the meeting, attaching copies of documents or proposals to be examined or discussed, and the Chairman of the Board of Directors may include other matters to be discussed in the meeting in question, provided that the

53 members of the Board of Directors are communicated with respect to the agenda with at least 24 (twenty four) hours advance notice. Paragraph 1 - The Company shall keep records of the electronic addresses, to be used for purposes of call of the meetings of the Board of Directors, and it shall be the responsibility of the corresponding members of the board to keep them updated. Paragraph 2 Call Notice Exemption. The meetings to which all members attend, irrespective of any preliminary formalities or as long as they express in writing their agreement with the call notice exemption shall be deemed as regular meetings. Paragraph 3 Instatement and Quorum. The Board of Directors meetings shall be instated with the attendance of the majority of its members and resolutions shall be deemed as valid if approved by the majority of its attending members. The Chairman of the Board in addition to his personal vote shall be liable for the casting vote. Article 19 - Authority. Without prejudice to other attributions provided for by laws, and in these Articles of Incorporation, it shall be the responsibility of the Board of Directors to decide on the matters provided for herein, especially the following: 1. to set the objectives, the policy and the general guidance on the Company's businesses; 2. to elect, remove, define the compensation and duties of members of the Board of Executive Officers, observing the limits set down by Shareholders Meeting or defined thereby; 3. to appoint and remove the Company s independent auditors, where applicable; 4. to oversee the executive officers management; 5. to previously express an opinion on the Management Report, the Management accounts, the Company's Financial Statements and examine the monthly balance sheets; 6. to submit to the Shareholders Meeting the proposal for allocation of the Company s net income, the distribution of dividends and interest on equity of each fiscal year or related to shorter periods; 7. to call for the Shareholders Meetings; 8. to approve the Company s general budget; 9. to approve the Company s business plan; 10. to set out the Company s indebtedness limit;

54 11. to authorize the Board of Executive Officers with respect to the Company and its directly or indirectly controlled companies to: (i) acquire assets destined to the Company s permanent assets in amounts exceeding thirty-five million reais (R$35,000,000.00); (ii) dispose of assets destined to the Company s permanent assets in amounts exceeding five million reais (R$5,000,000.00); (iii) create security interest for the Company s permanent assets in any amount; (iv) tendering of guarantee to third party obligations or companies not composing the Company s economic group; (v) tendering of guarantee on behalf of the Company or entities composing its economic group, in amount exceeding thirty-five million reais (R$35,000,000.00) (vi) the formalization of financial operations, loan operations and financing in general, exceeding the amount of thirty-five million reais (R$35,000,000.00); (vii) the formalization of structured operations exceeding the amount of one hundred, seventy million reais (R$170,000,000.00); and (viii) the sale, swap and/or encumbrance of equity interests in affiliated companies and subsidiaries with amounts exceeding five million reais (R$5,000,000.00). 12. to propose to the Shareholders Meeting the capital stock increase or decrease; as well as the share subscription, payment and issue conditions; 13. to resolve on the Company s issue of warrants, non-convertible and unsecured debentures, or other securities, as well as instruments of credit to raise funds, whether bonds, notes, commercial papers or other instruments commonly used in the market, resolving on their issue and redemption conditions; 14. to set the compensation of the board members and executive officers, individually, within the global amount established at the Shareholders Meeting; 15. to authorize the amortization, redemption or buyback of the Company shares to be held in treasury or to be cancelled, as well as to resolve on eventual disposal of treasury shares; 16. to propose the stock option plans for the Company s managers and employees; 17. to define the Company s employees profit sharing amount; 18. to resolve on the execution, amendment or termination of agreements, as well as the performance of any operation between, on the one hand, the Company and on the other hand, the Company s shareholders and/or subsidiaries, affiliated companies or parent companies of the Company s shareholders, except for items (h) and (i), Article 22 hereof; 19. to increase the Company s capital stock within the limit authorized by its Articles of Incorporation, regardless of amendment to the Articles of Incorporation; 20. to define a three-name list of institutions or companies specialized in companies economic appraisal to prepare a valuation report of the Company

55 shares, in the event of deregistering as a publicly held company or delisting from Novo Mercado, as provided for in Article 38, Paragraph 1 hereof; and 21. to opine in favor of or contrary to any tender offers and acquisition of shares with respect to the shares issued by the Company, by means of previous substantiated opinion, disclosed within 15 (fifteen) days from the publication of the notice of tender offer for acquisition of shares, which shall address at least (i) the convenience and timeliness of the tender offer for acquisition of shares as to the interest of the shareholders and with respect to the liquidity of the securities held by them; (ii) the repercussions of the tender offer for acquisition of shares on the interests of the Company; (iii) the strategical plans disclosed by the offeror with respect to the Company; (iv) other issues which the Board of Directors deems pertinent, as well as the information required by the applicable rules established by CVM. 22. to execute other legal duties or assigned to it by Shareholders Meeting, as well as to resolve on the cases not covered herein. Article 20 Advisory Committees. The Board of Directors may determine the creation of advisory committees to assist the respective members of the Board of Directors, as well as to define the corresponding structure and specific duties. Section III Board of Executive Officers Paragraph 1 Structure. The Board of Executive Officers shall be composed of at least, two (2) members and at most six (6) members, one Chief Executive Officer, one Chief Financial Officers and other executive officers without a specific designation, and one of the executive officers shall be elected or cumulate the position of Investor Relations Officer, and this circumstance shall be mentioned in the minutes of the Board of Directors meeting to resolve on the election of the board of executive officers. Paragraph 2 Term of Office. The executive officers shall be elected for up to two-(02) year term of office and reelection is allowed. The executive officers term of office shall be automatically extended until election and investiture of respective substitutes, if these acts occur after the expiration of executive officers term of office. Paragraph 3 Vacant Position. In the event the position of executive officer is vacant, or in case of sitting member s impediment, the Board of Directors shall elect a new executive officer or designate his substitute among remaining executive officers, setting in any of the cases, his term of office. Paragraph 4 - Meetings. The Board of Executive Officers is not a joint committee, but its members can hold a meeting whenever necessary at the discretion of the Chief Executive Officer, who shall preside over the meeting to discuss operational issues. The Board of Executive Officers meeting shall be instated with the attendance of executive officers representing the majority of its members. Paragraph 5 Chief Executive Officer. It shall be the responsibility of the Chief Executive Officer: (a) submit to the approval of the Board of Directors, the work

56 plans and annual budgets, investment plans and new expansion programs of the Company and its subsidiaries, promoting their execution according to the approved terms; (b) to prepare the Company s strategies and operational guidelines, as well as to establish the criteria to execute the resolutions of the Shareholders Meeting and Board of Directors with the participation of other executive officers; (c) to oversee the Company s activities; (d) to coordinate and supervise the activities of the Board of Executive Officers, calling for and presiding over its meetings; and (e) to perform other activities assigned to him by the Board of Directors. Paragraph 6 Chief Financial Officer. It shall be responsibility of the Chief Financial Officer: (a) to execute the guidelines set by the Board of Directors; (b) to financially manage the Company; (c) to manage the controllership and accounting areas; and (d) to replace the Chief Executive Officer during his absences and temporary impediments, executing the corresponding authority set forth herein. Paragraph 7 Investor Relations Officer. It shall be the responsibility of the Investor Relations Officer: (a) to disclose and notify the Brazilian Securities and Exchange Commission and the BM&FBOVESPA, where applicable, about any material act or fact occurred or related to the Company s businesses, as well as to ensure its broad and immediate dissemination, concurrently in all markets where these securities are accepted for trading, besides other duties defined by the Board of Directors; (b) to provide information to investors; and (c) to update the Company s records, providing the necessary information, in compliance with the applicable rules of the Brazilian Securities and Exchange Commission. Article 22 - Authority. Without prejudice of other duties provided for by laws and these Articles of Incorporation, it shall be the responsibility of the Board of Executive Officers, led by the Chief Executive Officer, to execute the matters provided for herein, especially, the following: a) to comply with and cause the compliance with the Company s business general guidelines set by the Board of Directors; b) comply with and make comply with the orientation received from the Board of Directors with respect to the matters within the authority of the General Meeting of its directly or indirectly controlled entities; c) to annually prepare and propose to the Board of Directors the Company s investment plans and annual budget; d) to prepare every year, the Management Report and the Financial Statements to be submitted to the Board of Directors and subsequently to Shareholders Meeting; e) to acquire the assets destined to the Company s permanent assets in amounts of up to thirty-five million reais (R$35,000,000.00); f) to dispose of assets destined to the Company s permanent assets in amounts of up to five million reais (R$5,000,000.00);

57 g) to formalize financial operations, loan operations and financing in general, in amounts of up to thirty-five million reais (R$35,000,000.00); h) to formalize structured operations in amounts of up to one hundred, seventy million reais (R$170,00,000.00); i) to dispose of, swap and/or encumber equity interests in affiliated companies and subsidiaries in amounts of up to five million reais (R$5,000,000.00); and j) to tender guarantee on behalf of the Company or entities composing its economic group, in amounts of up to thirty-five million reais (R$35,000,000.00). Article 23 - Representation. The Company shall be deemed as bound when represented by the signature of: (i) the Chief Executive Officer and 01 (one) Executive Officer; (ii) 02 (two) executive officers, jointly; or (iii) 02 (two) attorneysin-fact. Paragraph 1 - Grant. The powers of attorney shall be granted on the Company s behalf by the signature of the Chief Executive Officer, and another executive officer, and during the absence and/or temporary impediment of the Chief Executive Officer, the powers of attorney shall be granted on the Company s behalf, by the signature of two (02) executive officers jointly, and shall specify the powers granted, and except for the powers of attorneys for legal purposes, shall be valid for at most one (1) year. Chapter V Audit Committee Article 24 - Operation. The Company s Audit Committee shall operate on a nonpermanent basis, and when instated shall be composed of three (3) sitting members and equal number of deputies, all of them residing in the country, shareholders or not, elected and removed from office at any time by Shareholders Meeting for one-(1) year term of office and reelection is allowed. The Company s Audit Committee shall be structured, instated and remunerated according to the prevailing laws. Paragraph 1 Chairmanship. The Audit Committee shall have one Chairman, elected by its members at the first meeting after its instatement. Paragraph 2 - Investiture. The members of the Audit Committee shall be vested in office by means of the signature of the corresponding instrument in the Company's records, and such investiture shall be subject to the previous signature of the Statement of Consent by the Members of the Audit Committee pursuant to the term provided for in the BM&FBOVESPA s Novo Mercado Rules, as well as to compliance with the applicable legal requirements. Paragraph 3 - Notices. The members of the Company s Audit Committee, immediately after investiture, shall notify CVM, the Company and BM&FBOVESPA about the amount and the characteristics of the Company securities they directly or indirectly own, including derivatives.

58 Paragraph 4 - Vacancy. In the event of vacant position as member of the Audit Committee, the respective deputy shall fill in this position. In the event of no deputy, the Shareholders Meeting shall be called to elect the member for the vacant position. Paragraph 5 Election Restrictions. The person maintaining a relationship with an entity that may be deemed as the Company s competitor cannot be elected as member of the Company s Audit Committee, forbidding among others, the election of the person: (a) who is employee, shareholder or member of the management, technical or fiscal body of the competitor or Controlling Shareholder or Subsidiary (as defined in Article 33 hereof); (b) who is spouse or relative up to the 2nd degree of kinship of member of the management, technical or fiscal body of the competitor or Controlling Shareholder or Subsidiary. Paragraph 6 Appointment of Member. In the event any shareholder intends to appoint one or more representatives to compose the Audit Committee who were not members of the Audit Committee in the subsequent period to the last Annual Shareholders Meeting, this shareholder shall notify the Company in writing, at least, ten (10) business days in advance in relation to the Shareholders Meeting to elect the board members, including candidates name, qualification and resume. Article 25 - Meetings. When instated, the Audit Committee shall hold meetings whenever necessary pursuant to the laws and shall analyze the financial statements, at least, on a quarterly basis. Paragraph 1 Call Notice Exemption. Irrespective of any formality, the meeting shall be regularly summoned when all the members of the Audit Committee attend the meeting. Paragraph 2 - Opinion. The Audit Committee expresses its opinion by absolute majority of votes, with the attendance of the majority of its members. Paragraph 3 Resolutions Recording. All the Audit Committee s resolutions shall be drawn up in the respective book of Minutes and Reports of the Audit Committee and signed by attending board members. Chapter VI Fiscal Year and Profits Article 26 Fiscal Year. The fiscal year shall start on January 1 and shall end on December 31 of each year. Article 27 Financial Statements and Information. At the end of each fiscal year and on the last business day of each quarter, the Board of Executive Officers shall prepare the financial statements provided for by laws and according to the Novo Mercado Listing Rules. Sole Paragraph: The Company and its Management, at least, once a year, shall hold public meeting with analysts and other stakeholders in order to disclose information about the Company's economic-financial condition, projects and outlook.

59 Article 28 Prepaid Dividends. The Board of Directors may declare dividends to the profit account or profit reserve, verified in the financial statements related to any period of time, which shall be considered an anticipation of the minimum mandatory dividend hereof. Article 29 Allocation of Net Income. Every fiscal year, the Company shall distribute mandatory dividends of at least, zero point zero zero one percent (0.001%) of the adjusted net income, calculated according to Article 202 of the Brazilian Corporation Law. Article 30 Investments Reserve. After the destination of the net profits for constitution of the legal reserve and distribution of mandatory dividends, the balance, by proposal of the Board of Directors, may be totally or partially destined to the constitution of Investments Reserve, which has as its purpose to ensure the maintenance, development and expansion of the corporate activities. The maximum limit of this reserve shall be of up to 100% of the capital stock, provided that the balance of this reserve, added to the balances of other profit reserves, except for the reserves of profits to be realized, the reserves for contingencies and the tax incentives reserve, may not exceed 100% of the value of the capital stock. Article 31 Monetary Adjustment and Limitation Period. The dividends attributed to shareholders shall be paid within legal terms, only incurring monetary adjustment and/or interest rates when this is resolved at the Shareholders Meeting, and if not claimed within (03) years as of the act that authorized this distribution, these shall become time-barred on the Company's behalf. Article 32 Interest on equity and Prepaid Dividends. The Board of Directors may draw up balance sheets in any period of time in order to promote distributions of interest on equity. Interim dividends and interest on equity shall always be attributed to the mandatory dividend. Chapter VII Sale of the controlling interest, control without majority shareholding, deregistering as a publicly held company and delisting from Novo Mercado Article 33 Sale of Controlling Interest. The direct or indirect sale of the Company s control, both by means of a single operation and of successive operations, shall be contracted under a suspensive or resolutory condition, by which the Acquiring Shareholder undertakes to conduct a tender offer of shares of the other shareholders of the Company, in accordance with the terms and conditions provided for by laws in force and in the Novo Mercado Listing Rules, so as to ensure them equal treatment to that given to the selling Controlling Shareholder. Paragraph 1 Meanings. For the purposes of these Articles of Incorporation, the expressions below shall have the following meaning: Controlling Shareholder means the shareholder(s) or Shareholders Group exercising the Company s Power of Control.

60 Selling Controlling Shareholder means the Controlling Shareholder selling the Company s control. Acquiring Shareholder means that person/entity to which the Selling Controlling Shareholder transfers the Controlling Shares in a Sale of the Company s Control. Controlling Shares mean the block of shares directly or indirectly ensuring to its (their) holder(s), the individual and/or shared exercise of the Company s Power of Control. Outstanding Shares means all the shares issued by the Company, except for the shares held by the Controlling Shareholder, by persons bound thereby, by the Company s managers and those held in treasury. Sale of the Company s Control means the transfer of Controlling Shares to a third party on an onerous basis. Control (as well as its related terms, Controlling Shareholder, Controlled Company, under common Control or Power of Control ) means the power actually employed to direct the corporate activities and guide the operation of the Company s bodies, directly or indirectly, either in fact or in law, regardless of the interest held. There is a relative presumption of control ownership in relation to the person or Group of Shareholders holding shares ensuring said person or group of persons an absolute majority of votes of shareholders attending the last three Shareholders Meetings of the Company, even though they are not shareholders ensuring them an absolute majority of the voting capital. Shareholders Group means the group of persons: (a) bound by contracts or voting agreements of any nature, whether directly or by means of subsidiaries, parent companies or under common Control; or (b) among which there is a control relationship or (c) under common control. Economic Value means the value of the Company and of its shares to be determined by a specialized company, by means of the use of an acknowledged methodology, or based on another criterion to be defined by CVM. Paragraph 2 Impossibility of Transfer. The Selling Controlling Shareholder(s) or the Group of Selling Controlling Shareholders cannot transfer the ownership of their shares, while buyer does not sign the Statement of Consent from Controlling Shareholders referred to in the Novo Mercado Rules. Paragraph 3 Signature of the Statement of Consent. The Company shall not register any transfer of shares to the acquirer of Power of Control or that (those) person (s) to hold the Power of Control, while this (these) person(s) does (do) not sign the Statement of Consent from Controlling Shareholders referred to in the Novo Mercado Rules. Paragraph 4 Registration Restriction. No Shareholders Agreement providing for the exercise of Power of Control may be registered at the Company s

61 headquarters without its signatories having signed the Statement of Consent of the Controlling Shareholders referred to in Paragraph 2 of this Article 33. Article 34 Other Tender Offer Events. The tender offer provided for in Article 33 hereof shall also be carried out: (i) in case of onerous assignment of share subscription rights and other titles or rights referring to securities convertible into shares to result in the Disposal of the Company's Control; or (ii) in case of disposal of control of an entity holding the Company's Power of Control, and in this case, the Selling Controlling Shareholder shall be required to declare to BM&FBOVESPA the amount attributed to the Company in this disposal and attach the supporting documentation. Article 35 Acquisition via Private Agreement. The person which acquires the Power of Control, in view of private share purchase agreement executed with the Controlling Shareholder(s) or Controlling Shareholders Group, involving any amount of shares, shall be required to: (i) conduct the tender offer referred to in Article 33 hereof; and (ii) pay, in the terms described below, an amount equivalent to the difference between the price of the tender offer and the value paid per share which may have been acquired in the stock market during the 06 (six) months prior to the date of the acquisition of the Controlling Interest, duly adjusted up to the date of the payment. Said amount shall be proportionally distributed between all the persons which sold shares of the Company in the stock market sessions where the Acquiring Shareholder made the acquisitions, proportionally to the daily net selling balance of each one, and BM&FBOVESPA shall be responsible for operationalizing the distribution, pursuant to the terms of its regulations; Art Recomposition of the Minimum Percentage of Outstanding Shares. After a transaction of Sale of the Company s Control and subsequent tender offer for acquisition of shares, the Acquiring Shareholder, when required, shall take the reasonable measures to recover the minimum percentage of twenty-five percent (25%) of the Company s outstanding shares, within six (6) months following the acquisition of Control. Article 37 Minimum Price. In the tender offer to be conducted by Controlling Shareholder(s), Controlling Shareholders Group or by the Company for deregistering as a publicly held company, the minimum price to be tendered shall correspond to the Economic Value verified in the valuation report prepared according to Article 41 of these Articles of Incorporation, observing the applicable legal rules and regulations. Article 38 Delisting from Novo Mercado with Controlling Shareholder or Controlling Shareholders Group. The Controlling Shareholder(s) or Controlling Shareholders Group of the Company shall conduct the tender offer for the acquisition of shares owned by other shareholders of the Company, pursuant to article 41 below, whether the Company s delisting from Novo Mercado occurs:

62 (i) so that its securities may be registered for trading outside the Novo Mercado; or (ii) due to corporate restructuring operation in which the Company resulting from such restructuring does not have its securities accepted for trading on the Novo Mercado for a period of 120 (one hundred and twenty) days counted from the General Meeting which approved said transaction. Article 38 - Delisting from Novo Mercado in case there is no Controlling Shareholder. In case the Company decides to delist from Novo Mercado, in case there is no Controlling Shareholder, the delisting shall be conditional on a tender offer for acquisition of shares, under the conditions provided for in article 41 below, whether the delisting of the Company from Novo Mercado occurs: (i) so that the securities issued by it have a registration for negotiation outside Novo Mercado; or (ii) by virtue of a transaction of corporate reorganization, in which the company resulting from such reorganization does not have its securities admitted to negotiation in Novo Mercado for a period of 120 (one hundred and twenty) days counted from the date of the General Meeting which approved said transaction. Paragraph 1 - Said General Meeting shall establish those which shall be responsible for the tender offer of acquisition of shares, which, present to the meeting, shall expressly assume the obligation to make the offer. Paragraph 2 - In the absence of a decision on those responsible for making the tender offers for acquisition of shares, in the case of a corporate reorganization transaction, in which the company resulting from such organization does not have its securities admitted to negotiation in Novo Mercado, it shall be the responsibility of the shareholders which voted favorably to the corporate reorganization to make said offer. Art Delisting from Novo Mercado by virtue of failure to comply with the Obligations which Appear in the Novo Mercado Listing Rules. The delisting of the Company from Novo Mercado by reason of failure to comply with obligations appearing in the Novo Mercado Listing Rules shall be conditional on tender offer for acquisition of shares, under the conditions provided for in article 41 below. Paragraph 1 - The Controlling Shareholder(s), or Controlling Shareholders Group of the Company shall perform the tender offer for acquisition of shares provided for in the main section of this article. Paragraph 2 - In case there is no Controlling Shareholder(s) or Controlling Shareholders Group and the delisting from Novo Mercado, in the main section, results from resolution of the General Meeting, the shareholders which have voted in favor of the resolution which entailed the corresponding noncompliance shall perform the tender offer for acquisition of shares provided in the main section. Paragraph 3 - In case there is no Controlling Shareholder(s) or Controlling Shareholders Group and the delisting from Novo Mercado mentioned in the main

63 section occurs by virtue of act or fact of the Management, the members of the Management of the Company shall call a General Meeting of Shareholders, whose agenda shall be the resolution as to how to cure the failure to comply with the obligations appearing in the Novo Mercado Listing Rules or, if applicable, pass a resolution on the delisting of the Company from Novo Mercado. Paragraph 4 - In case the General Meeting mentioned in Paragraph Three above decides for the delisting of the Company from Novo Mercado, said General Meeting shall establish those which shall be responsible for the tender offer for acquisition of shares provided for in the main section, which, present to the meeting, shall expressly assume the obligation to perform the offer. Art General Meeting Offered Price. In the tender offer for acquisition of shares to be made in the cases of cancellation of listing as a public company or delisting from Novo Mercado, the price to be offered shall correspond, at least, to the Economic Value assessed in valuation report, mentioned in Article 43 of these Articles of Incorporation, observing the applicable legal rules and regulations. Paragraph 1 - The tender offer shall be conditional on the value assessed in the valuation report not being higher than the value disclosed by the offeror. Art News of the Event. The news of the performance of the tender offer mentioned in Articles 38 and 39 shall be communicated to BM&FBOVESPA and disclosed to the market immediately after the holding of the General Meeting of the Company which approves the delisting or said reorganization. Art Valuation Report. The valuation report provided for in these Articles of Incorporation shall be prepared by specialized institution or company, with proven experience and independence with respect to the decision-making power of the Company, its management and/or Controlling Shareholder(s) or Controlling Shareholders Group, and the report shall also satisfy the requirements of paragraph 1 of article 8 of the Brazilian Corporation Law and contain the responsibility provided for in paragraph 6 of the same legal provision. Paragraph 1 - Selection of the Specialized Company. The selection of the specialized institution or company responsible for the determination of the Economic Value of the Company is under the exclusive authority of the General Meeting, from the submission, by the Board of Directors, of a three-name list, and the relevant decision, not counting the blank votes, shall be taken by majority of votes of the shareholders representing the Outstanding Shares in the Company in attendance at the General Meeting, which if opened on first call shall have the attendance of shareholders representing, at least, 20% (twenty percent) of the total Outstanding Shares in the Company, or, if opened on second call, it shall have the attendance of any number of shareholders representing the Outstanding Shares in the Company. Paragraph 2 - The costs of preparation of the valuation report shall be fully borne by the offeror. Article 44 Single Offer. The preparation of a single tender offer shall be allowed, aiming more than one of the purposes provided for in this Chapter VII, in Novo Mercado Rules or regulation issued by CVM, provided that it is possible to meet

64 the procedures of all types of tender offers and without prejudice to the offering receivers and after obtaining CVM s authorization when required by applicable laws. Paragraph 1 Prevailing Provisions. The provisions of the Novo Mercado Rules shall prevail over the provisions of these Articles of Incorporation, in case of loss of rights of tender offer receivers provided for herein. Article 45 Failure to Comply With Obligations. In the assumption the Acquiring Shareholder fails to comply with the obligations imposed by this Chapter VII, including referring to the compliance with terms (i) to conduct or request the registration of the tender offer; or (ii) to comply with eventual CVM s requests or requirements, the Company s Board of Directors shall call for the Special Shareholders Meeting, where the Acquiring Shareholder cannot vote to resolve on the suspension of exercise of Acquiring Shareholder s rights, as provided for in Article 120 of the Brazilian Corporation Law. Article 46 The Company or shareholders in charge of the tender offer provided for in this Chapter, in the Novo Mercado rules or regulation issued by CVM may ensure its effectiveness by means of any shareholder, third party, and where applicable, by the Company. The Company or shareholder, where applicable, shall not hold harmless from the obligation of conducting the tender offer until this is completed with the observance to applicable rules. Chapter VIII Arbitration Clause Article 47 Arbitration Panel. The Company, its shareholders, Management and Audit Committee members undertake to resolve, by means of arbitration, before the Market Arbitration Panel any and all dispute or controversy arising among them, related to or deriving from, especially, the application, validity, effectiveness, interpretation, infringement and its effects, of the provisions contained in the Brazilian Corporation Law, the Company s Articles of Incorporation, the rules issued by the Brazilian Monetary Council, the Brazilian Central Bank and CVM, as well as the other rules applicable to the operation of the capital markets in general, besides those included in the Novo Mercado Rules, the Novo Mercado Listing Agreement and the Arbitration Rules, established by the Market Arbitration Panel and the Sanctions Regulation. Paragraph 1 - The arbitration tribunal shall be composed of 03 (three) arbitrators, appointed pursuant to the terms of the Arbitration Rules of the Market Arbitration Panel. Paragraph 2 - The seat of the arbitration shall be the City of Rio de Janeiro, State of Rio de Janeiro, Brazil. The language of the arbitration shall be Portuguese. The arbitration shall be processed and decided in accordance with Brazilian law. Paragraph 3 - Without prejudice to the validity of this arbitration clause, the request of precautionary and urgent remedies by the Parties, before the arbitration tribunal is constituted, may be submitted to the Support Arbitrator, pursuant to item 5.1 of the Arbitration Rules of the Market Arbitration Panel, or,

65 alternatively, to the Judiciary. From the constitution of the arbitration tribunal, all the precautionary or urgent remedies shall be submitted directly to such tribunal, and it is hereby authorized to maintain, revoke or modify the precautionary or urgent remedies previously requested to the Support Arbitrator or the Judiciary. Chapter IX Liquidation of the Company Article 48 - Liquidation. The Company shall be liquidated in the cases provided for by laws and the Shareholders Meeting shall elect the liquidator or liquidators, and where applicable, the Audit Committee for this purpose, in compliance with the legal formalities. Chapter X Final Provisions Article 49 Shareholders Agreement. The Company shall observe the shareholders agreements filed at its headquarters, and the members of the presiding board of the Shareholders Meeting or Board of Directors are expressly forbidden to accept vote from any shareholder, signatory of Shareholders Agreement duly filed at the Company s headquarters rendered in disagreement with said shareholders agreement, and also the Company is expressly forbidden to accept and transfer shares and/or encumber and/or assign the preemptive right to share subscription and/or other securities which do not comply with provisions and as regulated by shareholders agreement. Article 50 Cases Not Covered by These Articles of Incorporation. The cases not covered by these Articles of Incorporation shall be resolved at the Shareholders Meeting, regulated by the Brazilian Corporation Law and observing the Novo Mercado Rules. Article 51 Publications. Publications required by the Brazilian Corporation Law shall be made in the Official Gazette of the State of Rio de Janeiro and Jornal do Commercio. Article 52 Payment of Dividends. The payment of dividends, approved at the Shareholders Meeting, as well as the distribution of shares deriving from capital increase, shall be made within sixty (60) days as of the date these are declared. Article 53 Share Trading. The Company may trade its own shares, observing legal provisions and the rules to be issued by the Brazilian Securities and Exchange Commissions. *******************************

66 Annex C ITEM 13 OF THE REFERENCE FORM (according to Article 12 of ICVM n. 481, December 17, 2009) 13.1 Describe the compensation policy or practice of the Board of Directors, the executive board composed according to the Articles of Incorporation and the executive board composed otherwise, of the audit committee, of the committees composed according to the Articles of Incorporation and of the audit, risk, financing and compensation committees, addressing the following aspects: The Company was organized on March 9, Currently, the Company does not have audit committee installed, nor any organized committees, being its administration composed only by the Executive Board and the Board of Directors. In 2011, the Company approved its Market Risks Management Policy, which admits the creation of a work group responsible for identifying risks and proposing measures for each adequate management. The participants of the group in question are all employees of the Company and/or its parent company Queiroz Galvão Exploração e Produção S.A. ( QGEP ) and they do not receive additional compensation in relation to the functions exercised as part of the group, since said participation is part of the individual attributions according to their employment contracts with the Company and/or subsidiaries: QGEP e Manati S.A. ( Manati ). a. purposes of the compensation policy or practice Our practices seek to attract, keep and motivate our professionals, as well as align the interests of the administrators with our medium and long term goals. The Company's and its subsidiaries' compensation policy associates fixed and variable components (item and 13.16), as well as a Stock option Plan for purchase of shares of the Company ( Plan ), as described in item 13.4 below. In 2012, the Company and its subsidiaries started to be structured in a more strategical form creating career plans reflecting the profile and the needs of the company in a transparent and competitive way with our market peers. b. compensation composition, indicating: i. Description of compensation elements and the purposes of each one of them Board of Directors: Our Board of Directors receives a fixed compensation, without any component of variable compensation. The fixed compensation of the directors indicated by our parent company represents a symbolic value. The independent members of our Board of Directors receive a fixed compensation, in accordance with the market practices, in order to compensate them for the services provided to the Company. For further information on the compensation paid to the directors by other companies of our group, see item hereof. Board composed according to the Articles of Incorporation: Our officers receive a fixed and variable compensation (the latter paid by our parent company QGEP, as indicated on item and below), for their attributions exercised in the scope of the Company and of its subsidiaries. Since we are a pure holding company, we concentrate

67 great part of the compensation of our board in our parent companies, QGEP and Manati. Our officers are, also, benefited by the Plan (see item 13.4 and 13.15). ii. Which is the ratio of each element in the total compensation Fiscal year ended on December 31, 2011 % in relation to the total compensation of the value paid by way of Benefits after job or by Fixed compensation Variable compensation termination of the position Stock based Compensation Total Board of Directors 100% 0% 0% 0% 100% Board composed 100% 0%* 0% 0%** 100% according to the Articles of Incorporation *The variable compensation is paid by our parent company QGEP, see item ** The value of the options granted in the scope of the Stock option Plan of 2011 is recognized in the accounting of our parent company QGEP. For further information on the ratio of each total consolidated compensation element of the Company, see item iii. Calculation Method and adjustment of each compensation element The compensation component of the directors were generally defined in General Meeting and Meeting of the board of directors. We take into consideration the compensation paid in the oil and gas industry, according to market survey performed annually. See item for calculation method of the compensation elements applied in our subsidiaries. iv. Reasons justifying the compensation composition Our Board of Directors receives a fixed compensation, without any component of variable compensation or benefits. The fixed compensation of the directors indicated by the parent companies represents a symbolic value annually adjusted to the minimum wage in force. The independent members of our Board of Directors receive a fixed compensation, based on market practices, in order to compensate them for the services provided to the Company. For further information on the compensation paid to the directors in other companies of our group, see item hereof. Further information on the compensation policy of our parent companies can be obtained on item hereof. c. Main performance indicators which are taken into consideration for the determination of each compensation element None. See item for calculation method of the compensation elements practiced by our subsidiaries. d. How is the compensation structured to reflect the evolution of the performance indicators The compensation of the Board of Directors paid by the Company is fully fixed. A portion of the compensation of the Officers shall be composed by stock based compensation, and shall be connected, therefore, to the price of the stock of the Company in the stock exchange. See item

68 13.4 for further information on our Plan. See also item for compensation paid by our subsidiaries. e. How is the compensation policy or practice aligned with the interests of the short, medium and long term issuer The fixed compensation paid to our Executive Board and to the independent members of the Board of Directors is aligned with the short term interests of the Company of attracting and keeping qualified professionals. While the grant of stock options together with the compensation policy practised by our subsidiaries (see item for further information) is aligned with the the medium and long term interests of the Company of stimulating the administration to conduct with success the businesses of the Company, stimulating the entrepreneurial and results-oriented culture. f. Existence of compensation supported by subsidiaries, or direct or indirect subsidiaries or parent companies See items and for further information. g. Existence of any compensation or benefit related to the occurrence of certain corporate event, such as disposal of our controlling interest in the issuer None.

69 13.2. In relation to the compensation recognized in the income of the 3 last fiscal years and to the compensation provided for the current fiscal year of the board of directors, of the executive board composed according to the Articles of Incorporation and the audit committee: The Company was organized on March 9, 2010, so only the information in relation to the fiscal years ended on December 31, 2010 and December 31, 2011, and to the current fiscal year shall be provided. Since its organization, the Company did not have audit committee installed. Total compensation provided for current Fiscal Year 12/31/ Annual Amounts Board of Directors Board composed according Total to the Articles of Incorporation N. of members Annual fixed compensation Salary or pro-labore 516, ,009, ,525, direct and indirect Benefits Participation in committees Others (Charges) 103, , , Variable compensation Bonus Profit sharing participation in Meetings Commissions Others post-job Termination of the position stock based notes The number of members of each body for the fiscal year of 2011 was assessed based on the annual average of the number of members of each body assessed monthly, with two decimal places. The number of members of each body for the fiscal year of 2011 was assessed based on the annual average of the number of members of each body assessed monthly, with two decimal places. Compensation Total 619, ,210, ,830, Total compensation recognized in the fiscal year ended on 12/31/ Annual Amounts Board of Directors Board composed according to Total the Articles of Incorporation N. of members Remuneração fixa anual Salary or pro-labore 30, , , direct and indirect Benefits

70 Participation in committees Others (Charges) 6, , , Description of other fixed compensations Variable compensation The amount of the Others account The amount of the Others account refers to INSS contribution on prolabore. with rate of 20% labore. with rate of 20% refers to INSS contribution on pro- corresponding to the portion of the corresponding to the portion of the company company. Bonus Profit sharing participation in Meetings commissions Others Description of other variable compensations Post-job Termination of the position stock based Notes The number of members of each body The number of members of each for the fiscal year of 2010 was body for the fiscal year of 2010 assessed based on the annual average was assessed based on the of the number of members of each annual average of the number of body assessed monthly with two members of each body assessed decimal places. monthly with two decimal places. Compensation Total 36, , , Total compensation recognized in the fiscal year ended on 12/31/ Annual Amounts Board of Directors Board composed according to the Articles of Incorporation N. of members Annual fixed compensation Salary or pro-labore 512, , ,405, direct and indirect Benefits Participation in committees Others (Charges) 102, , , Variable compensation Bonus Profit sharing Participation in Meetings Commissions Others Post-job Termination of the position stock based Compensation Total 615, ,071, ,686, Total

71 13.3. Variable compensation of the board of directors, of the executive board composed according to the Articles of Incorporation and the audit committee, in relation to the 3 last fiscal years and to the compensation provided for the current fiscal year: The Company was organized on March 9, 2010, so only the information in relation to the fiscal years ended on December 31, 2010 and December 31, 2011, and to the current fiscal year shall be provided. The Company did not make payments of variable compensation to the Board of Directors and the Executive board. The variable compensation of the executive board composed according to the Articles of Incorporation is received through one of its subsidiaries, according to the provision on items and Since its organization, the Company did not have audit committee installed In relation to the stock-based compensation plan of the Board of Directors and the executive board composed according to the Articles of Incorporation, in force in the last fiscal year and provided for the current fiscal year, describe: The General meeting of the Company, held on April 29, 2011, approved the Plan, with the following characteristics: a) general terms and conditions: Plan Administration: The Plan shall be managed by the Board of Directors of the Company. Annually, the Board of Directors shall create Stock option Grant Programs ( Programs ), establishing the beneficiaries, the subscription or acquisition price, the vesting period for the exercise of the option, the maximum term for the exercise of the option, rules on the transfer of options and any restrictions to the shares received through the exercise of the option. The board of directors may extend (but not advance) the deadline for the exercise of the option of the Programs in force. It may also extinguish the Plan, at any time, and establish the applicable regulation to the cases not addressed herein, without prejudice to the stock options already granted. The Board of Directors may not change the provisions established in the Plan and no resolution may, without the consent of the holder, modify or negatively affect any rights or obligations of any stock option already granted. The Program approved in meeting of the Board of Directors held on April 11, 2011 ( 2011 Program ), granted the Officers 653,182 common shares, representing 0.24% of the capital stock of the Company. The Program approved in meeting of the Board of Directors held on March 23, 2012 ( 2012 Program ), granted the Officers 951,161 common shares, representing 0.35% of the capital stock of the Company. Beneficiaries: At the discretion of the Board of Directors, the Executives (employees or otherwise) and certain employees of the Company and of its subsidiaries (companies controlled directly or indirectly by the Company) may be eligible to the grant of option ( Beneficiaries ). Stock included in the Plan:

72 Once the option is exercised by the Beneficiaries, the corresponding stock shall be issued, through increase of the capital stock of the Company. Stock options of treasury stock may also be offered, by means of previous approval of the Securities Commission - CVM. The shareholders, under the provisions of article 171, 3, of Law n /76, shall not have right of first refusal in the event of institution of the Plan or the exercise of stock option arising from the Plan, observing the limit of the authorized capital stock approved by the General meeting, under article 168, 3, of Law n /76. Option Exercise: The option may be exercised, in whole or in part, during the term and periods established in the invitation for participation in the Plan ( Invitation Letter ) in compliance with the Plan and the relevant Program. In case of partial exercise, the Beneficiary may exercise the balance of the option under the terms and conditions established in the Plan, in the relevant Program and the Invitation Letter, with the exceptions provided in the Plan. The Beneficiaries shall be subject to restrictive rules as to the use of privileged information applicable to publicly held companies in general and those established by the Company. Stay in office: The Plan or option granted by the Plan shall never confer upon the Beneficiary rights to stay in office, and shall not interfere with the right of the Company to terminate, at any time, its relationship with the Beneficiary. Limitations to the Holders' Rights to the option: No Beneficiary of option granted based on the Plan (i) shall transfer it to any third parties or encumber it, directly or indirectly, nor execute agreements with the commitment to do so, (ii) nor shall have any of the rights and obligations of the shareholders of the Company. No stock shall be delivered to the Beneficiary as a result of the exercise of the option unless all the legal and contractual requirements have been fully complied with. Adjustment: If the number of stocks existing in the Company is increased or decreased or if the stocks are replaced or exchanged for different types or classes, as a result of bonus in stocks, groupings or divisions, then appropriate adjustments shall be made to the number of shares in relation to which the options have been granted and not yet exercised. Any adjustments to the options shall be made without change in the purchase value of the total applicable to the portion not exercised of the option, but with corresponding adjustment to the cost of exercise for each stock or any unit of stock covered by the option. The Board of Directors shall establish the rules applicable to cases of dissolution, transformation, acquisition, merger, spin-off or reorganization of the Company. Date and Term: The Plan entered into force on the date of approval by the General Meeting of the Company, held on April 29, 2011, and may be terminated, at any time, by decision of the Board of Directors of the Company, without prejudice to the validity of the restrictions to the negotiability of the Stocks and without prejudice to the rights of the Beneficiaries to stock options already granted. Assignment: Rights and obligations arising from the Plan, Programs, and the Invitation Letter may not be assigned or transferred, in whole or part, by any of the parties, nor offered as guarantees of obligations, without the previous written consent of the other party. b) main purposes of the plan:

73 The purpose of the Plan consists of stimulating the expansion, success and achievement of the corporate purposes of the Company (and of its subsidiaries) and the interests of its shareholders, allowing certain executives (employees or otherwise) and certain employees to choose to acquire or subscribe stock of the Company. c) contribution of the plan for such purposes: The Plan allows that the interests of the executives (employees or otherwise), of certain employees of the Company and of its subsidiaries (companies controlled directly or indirectly), which are benefited in accordance with the performance of the stock of the Company, are aligned with the interests of the investors, who benefit from the results achieved. d) How is the plan inserted in the issuer s compensation policy: The Plan is inserted in the Company's policy aiming at the attraction and retention of strategic professionals, aiming at compensating adequately their abilities and responsibilities, seeking to compensate in a manner compatible with the market. e) how does the plan align the interests of the administrators and of the issuer in the short, medium and long term: The purpose of the Plan is: (i) to stimulate the improvement of the administration and the expansion of the company in the long term, aligning the interests of the Beneficiaries with the interests of the Company and its shareholders; and (ii) to attract, motivate, and keep in the Company and its subsidiaries, highly qualified professionals, motivating them to achieve our goals and have a long term commitment with the performance of the Company. f) maximum number of stock covered: The stock covered by the Plan shall be equivalent to, at most, 5% (five percent) of the total stock of the Company. g) maximum number of options to be granted: The options covered by the Plan shall be equivalent to, at most, 5% (five percent) of the total stock of the Company. h) conditions for stock acquisition: Annually, the Board of Directors shall indicate, in compliance with the Plan and for each Program, the Beneficiaries, which shall be duly invited by means of Invitation Letters. The terms and conditions of each option granted according to the Plan, shall be set forth in the annual Programs and on the corresponding letters sent to the Beneficiaries with the Invitation Letter, establishing, among other conditions: a) the number of stocks which shall be issued or sold with the exercise of the option; b) the price of the exercise in the terms established in said Plan; c) the following vesting periods which the holder shall wait to exercise their options: (i) 20% (twenty percent) of the options may be exercised after a period of 12 (twelve) months from the grant; (ii) 30% (thirty percent) of the options may be exercised after 24 (twenty and four) months from the grant; and (iii) 50% (fifty percent) of the options may be exercised after a period of 36 (thirty and six) months from the grant; and d) the term of 7 (seven) years, counted from the grant of the option, at the end of which the exercise of the option and all rights arising therefrom shall expire. The stocks arising from the exercise of the options shall have the rights established in the Plan, in the

74 relevant Programs and in the Invitation Letter, being always assured the right to receive the dividends on the shares which may be distributed from their corresponding subscription or acquisition. i) criteria for acquisition or exercise pricing: The exercise price for the acquisition of stocks shall be (i) BRL19.00 per share for the 2011 Program; and (ii) the average price of the stocks recorded in the 60 (sixty) trading sessions prior to the date of grant of the options for subsequent years. The exercise price shall be paid as a lump sum and shall be annually adjusted by the National Index of Consumer Prices - INPC, or in case such index is discontinued, by another official index which has similar characteristics. The option may only be exercised under the Plan and each Program, during the terms and within the periods provided in the Programs. j) criteria for establishing exercise term: The option may only be exercised under this Plan and each Program, during the terms and within the periods provided in the Programs. In accordance with the Plan, the Beneficiaries shall be subject to the following vesting periods: (i) 20% (twenty percent) of the options may be exercised after the period of 12 (twelve) months from the grant; (ii) 30% (thirty percent) of the options may be exercised after the period of 24 (twenty four) months from the grant; and (iii) 50% (fifty percent) of the options may be exercised after the period of 36 (thirty and six) months from the grant. k) settlement method: Lump-sum payment. l) restrictions to stock transfer: If the Beneficiary intends, directly or indirectly, to dispose of, or, in any other way, transfer the entirety or part of the stocks, held by him/her, provided that such rights have arisen from stocks under of the Plan, the Company shall be entitled to choose to repurchase such stocks at their market value, and being the Company shall not be bound to the price and conditions offered by any third parties. m) criteria and events which, when verified, shall cause the suspension, modification or termination of the plan: The Plan may be terminated at any time by decision of the Board of Directors of the Company and, also, establish the regulation applicable to the cases not addressed herein. n) effect of the administrator no longer holding a position in the bodies of the issuer on his/her rights provided in the stock-based compensation plan: In case the Administrator no longer holds a position, by his/her own initiative or by the Company s initiative, including cases of retirement, the options whose right of exercise (i) had not been vested until such date, shall be cancelled; and (ii) had already been vested until such date, may be exercised within 90 (ninety) days, from the date of termination of the relevant employment agreement or term of office, and after such term they shall be cancelled. The Board of Directors may, in extraordinary cases, determine specific rules

75 authorizing the exercise of options by Beneficiaries, whose vesting period for the acquisition of the right to exercise the option has not been fulfilled. In case of death or permanent disability of the Beneficiary, its successors or the Beneficiary him/herself, if applicable, shall be entitled to immediately exercise any options not exercised, even if the right to exercise has not been vested yet, immediately and for the term of 12 (twelve) months from the event, and after such term they shall be cancelled.

76 13.5. Inform the quantity of stocks or units directly or indirectly held, in Brazil or abroad, and other securities convertible in stocks or units, issued by the issuer, its direct or indirect parent companies, subsidiaries or companies under common control, by members of the board of directors, the executive board composed according to the Articles of Incorporation or the audit committee, grouped by body, on the date of closing of the last fiscal year. On the date of closing of the last fiscal year, the Company did not have any audit committee in operation. Securities issued by the Company held on December 31, 2011 by: Members of the Executive Board composed according to Members of the Board of Directors of the Company the Articles of Incorporation of the Company 7 common shares 0 Securities issued by: Direct or Indirect Parent Companies Members of the Board of Directors of the Company Held on December 31, 2011 by: Members of the Executive Board composed according to the Articles of Incorporation of the Company Queiroz Galvão S.A common shares 0 Quantum Fundo de Investimento em units Participações Companies under Common Control Queiroz Galvão Desenvolvimento de Negócios S.A. 2 common shares 0 Queiroz Galvão Participações Concessões S.A. 3 common shares 0 Vital Engenharia Ambiental S.A. 3 common shares 0 Queiroz Galvão Desenvolvimento Imobiliário S.A. 1 common shares 0 Queiroz Galvão Energética S.A. 2 common shares 0 Companhia Energética Santa Clara S.A. 2 common shares 0 Mucuri Energética S.A. 2 common shares 0 EBMA Empresa Brasileira do Meio Ambiente S.A. 3 common shares 0

77 13.6. In relation to the stock based compensation recognized in the income of the 3 last fiscal years and to the compensation provided for the current fiscal year of the board of directors and the executive board composed according to the Articles of Incorporation: The Company was organized on March 9, 2010, reason why only the information in relation to the fiscal years ended on December 31, 2010 and December 31, 2011, and the current fiscal year shall be provided. The Plan for Grant of Stock option of the Company ( Plan ) was approved in the General meeting of the Company held on April 29, 2011, there not being, therefore, stock based compensation recognized in the income of the fiscal year ended on December 31, The value of the options granted in the scope of the Stock option Grant Program of 2011 ( 2011 Program ) is recognized in the accounting of our Parent company Queiroz Galvão Exploração e Produção S.A. ( QGEP ) (see item for further information on the compensation paid by our subsidiaries). Stock based compensation provided for the current fiscal year (2012) - Executive Board composed according to the Articles of Incorporation N. of members: 4 Stock options Grant 3/26/2012 Date of the grant: 951,161 Quantity of options granted to the officers: 20% after 12 months of the grant, 30% after 24 months of the grant and 50% after 36 months of the grant Vesting period for the options: Maximum term for the exercise of the options: Term of restriction to the transfer of stock: Weighted average exercise price: (a) options pending at the beginning of the fiscal year: BRL14.17 (b) options lost during the fiscal year: n/a (c) options exercised during the fiscal year: n/a (d) options expired during the fiscal year: n/a Fair value of the options on the date of the grant BRL5.31 Potential dilution in case of exercise of all options granted: 0.35% 7 years from the grant The Company shall be entitled to choose to repurchase such stock at market value, and the Company shall not be bound to the price and conditions offered by any third parties. The table below summarizes the stock based remuneration practised by the Company in the fiscal year ended on December 31, 2011: Stock based compensation - fiscal year ended on December 31, Executive Board composed according to the Articles of Incorporation N. of members 4 Grant of stock options Date of the grant: 5/02/2011 Quantity of options granted: 653,182 Vesting period for the options: 20% after 12 months of the grant, 30% after 24 months of the grant and 50% after 36

78 months of the grant; Maximum term for the exercise of the options: 7 years from the grant; Term of restriction to the transfer of stock: The Company shall be entitled to choose to repurchase such stock at market value, and the Company shall not be bound to the price and conditions offered by any third parties. Weighted average exercise price: (a) options pending at the beginning of the fiscal year: BRL (b) options lost during the fiscal year: n/a (c) options exercised during the fiscal year: n/a (d) options expired during the fiscal year: n/a Fair value of the options on the date of the grant: BRL 9.87 Potential dilution in case of exercise of all options granted: 0.24% In relation to the outstanding options of the Board of Directors and the Executive Board composed according to the Articles of Incorporation at the end of the last fiscal year: The grant of stock options, granted on May 2011, in the scope of the 2011 Stock Option Program ( 2011 Program ), to the officers of the Company, has a 12-month vesting period for the exercise of the option. The value of the options granted in the scope of the 2011 Stock Option Program ( 2011 Program ) is recognized in the accounting of our controlled company Queiroz Galvão Exploração e Produção S.A. ( QGEP ) Outstanding shares at the end of the fiscal year closed on 12/31/2011 Executive Board composed according to the Articles of Incorporation No. of members: 4 Options not yet vested Quantity: Date on which such options shall vest: May 1 st, 2012 Maximum period for the exercise of the options: Period of restriction to the transfer of shares: Weighted average exercise price: Vested Options Quantity: Maximum period for the exercise of the options Period of restriction to the transfer of shares: Weighted average exercise price: Fair value of the options on the last day of the fiscal year: Fair value of the total options on the last day of the fiscal year: 7 years from the grant The Company shall be entitled to choose to repurchase such stock at market value, and the Company shall not be bound to the price and conditions offered by any third parties. zero n/a n/a n/a In relation to the exercised options and stock delivered concerning the stockbased compensation of the Board of Directors and the Executive Board composed according to the Articles of Incorporation, in the last 3 fiscal years: The Company was organized on March 9 th, 2010 and its Stock Option Plan ( Plan ) was approved at the meeting of shareholders held on April 29 th, In the fiscal years closed on n/a

79 December 31 st, 2010 and 2011, no options were exercised and no stock was delivered concerning the stock-based compensation of the Board of Directors and the Executive Board composed according to the Articles of Incorporation Brief description of information required to understand data disclosed in items 13.6 to 13.8, such as the explanation of the pricing method of the value of shares and options, indicating: The Company was organized on March 9 th, 2010, thus in items 13.6 to 13.8 only information related to the fiscal years closed on December 31 st, 2010, 2011 and the current year was provided. The stock option plan of the Company ( Plan ) was approved at the Meeting of Shareholders held on April 29 th, The Board of Directors, in the scope of its functions and in compliance with the Plan, approved the grant of the preferred stock option plan to the officers of the Company. In the scope of the 2011 Stock Option Plan Program ( 2011 Program ), the options shall vest 20% as of the first year, 30% on an additional basis as of the second year and the remaining 50% as of the third year. According to the Plan, the options may be exercised within 7 years after the date of grant. The grant of stock options concerning the 2012 Stock Option Plan Program ( 2012 Program ) took place on March 26 th, The fair value of the stock stock option granted in the scope of the 2011 Program was estimated in BRL9.87 on the date on which the referred options were granted. The fair value of the options was estimated according to the binomial pricing model, whose assumptions are summarized in the table below: Stock Option Plans 2011 Date of the grant 05/02/2011 Total options granted Option Exercise Price BRL19.00 Fair Value of the option on the date of grant BRL9.87 Estimated volatility of the price of the share 59.24% Expected dividend 2.35% Free-risk yield rate 6.36% Period of the option (in years) In relation to social-security plans in force granted to the directors and officers provided in the articles of incorporation: We do not grant social-security plan to our directors and officers. See item for further information on the social-security plan practiced by our controlled companies Indicate for the last 3 fiscal years, in relation to the Board of Directors, the executive Board composed according to the Articles of Incorporation and the audit committee: The Company was organized on March 9 th, 2010, thus only information related to the fiscal years closed on December 31 st, 2010 and 2011 was provided. Since its formation, the company was not provided with an Audit Committee. Annual amounts Executive Board provided in Board of Directors

80 the Articles 12/31/ /31/2010 No. of members Amount of the greater 1, , compensation (Reais) Amount of the lower 1, , compensation (Reais) Average amount of the compensation (Reais) 1, , Executive Board composed Board of Directors according to the Articles of Incorporation 12/31/ /31/2010 No. of members 4 7 Amount of the greater , ,00 compensation (Reais) Amount of the lower 7.824, ,00 compensation (Reais) Average amount of the compensation (Reais) , ,29 Remarks: Board of Directors and Executive Board 12/31/2010 For purposes of calculation of the minimum value, we inform that all members exercised the office for at least 12 months, thus the amount of the annual lower compensation was assessed taking into account the compensation actually acknowledged in the income of loss of the period. Executive Board 12/31/2011 The amount of the options granted in the scope of the 2011 Stock Option Program is acknowledged in the accounting record of our controlled company QGEP (see item for further information on the compensation paid by our controlled companies) Describe contract arrangements, insurance policies or other instruments structuring compensation or remuneration mechanisms for the managers in the event of removal from the office or retirement, indicating the financial consequences to the issuer. None In relation to the last 3 fiscal years, indicate the percentage of the total compensation of each body acknowledged in the issuer s result concerning the members of the Board of Directors, the Executive Board composed according to the Articles of Incorporation or the Audit Committee who are related parties to controlling companies, directly or indirectly, as defined in the accounting rules on the matter. The Company was organized on March 9 th, 2010 thus only information related to the fiscal years closed on December 31 st, 2010 and 2011 was provided. Since its formation, the company was not provided with an Audit Committee. Fiscal year ended on 12/31/10 Body Board of Directors 26.50% Executive Board composed 0%

81 according to the Articles of Incorporation Fiscal year ended on 12/31/11 Body Board of Directors 5.09% Executive Board composed 0% according to the Articles of Incorporation In relation to the last 3 fiscal years, indicate the amounts acknowledged in the issuer s result as compensation of members of the Board of Directors, the Executive Board composed according to the Articles of Incorporation or the audit committee, grouped per body, for any reason other than their function. The Company was organized on March 9 th, 2010 thus only information related to the fiscal years closed on December 31 st, 2010 and 2011 was provided. Since its formation, the company was not provided with an Audit Committee. The manager of the Company has not received any compensation for other reasons than their function in the fiscal years closed on December 31 st, 2010 and In relation to the last 3 fiscal years, indicate the amounts acknowledged in the controlling companies result, directly or indirectly, of companies under common control and the issuers controlled companies, as compensation of members of the Board of Directors, the Executive Board composed according to the Articles of Incorporation or the audit committee, grouped per body, specifying the reason for which such amounts were attributed to such individuals. The Company was organized on March 9 th, 2010 thus only information related to the fiscal years closed on December 31 st, 2010 and 2011 was provided. Since its formation, the company was not provided with an Audit Committee. a) Installments of the compensation borne by issuer s controlling compensation, its direct or indirect controlling companies and companies under common control, which have been attributed to the members of the Board of Directors, the Executive Board composed according to the Articles of Incorporation and the audit committee in view of the exercise of the office at the issuer (whose existence was informed in item 13.1.f) Our officers are also officers of our controlled companies Queiroz Galvão Exploração e Produção S.A. ( QGEP ) and Manati S.A. ( Manati ). Since the Company is a pure holding company, the greatest portion of the compensation paid to the officers is concentrated in our controlled companies QGEP and Manati. The tables below summarize the amounts paid by our controlled companies to the managers of the Company. Amounts acknowledged in the income of loss of 2010 in BRL Board of Directors Executive Board composed according to the Articles of Incorporation Total Controlled companies BRL 37, BRL 2,500, BRL 2,537, Direct or indirect controlling companies Company under common control

82 Amounts acknowledged in the income of loss of 2011 in BRL Board of Directors Executive Board composed according to the Articles of Incorporation Total Controlled companies BRL 14, BRL 19,586, BRL 19,601, Direct or indirect controlling companies Company under common control *Including the amount paid to the officers of the company in 2011, by way of bonus related to the successful conclusion of the Initial Public Offer closed on March 9 th, ** The amount of the options granted in the scope of the 2011 Stock Option Program is acknowledged in the accounting record of our controlled company QGEP in the amount of BRL2,220,601.08, see table below for the proportion of each element of compensation. The table below indicates the proportion of each element in the total consolidated compensation of the Company. Fiscal year closed on December 31 st, 2011 % in relation to the total compensation paid by way of Fixed Compensation Variable compensation Benefit after employment or termination of the office Stock-based compensation Total Board of Directors 100,0% 0% 0% 0% 100% Executive Board 20.7% 68.5%* 0% 10.8% 100% composed according to the Articles of Incorporation * Including the amount paid to the Officers of the Company, in 2011, by way of bonus related to the successful conclusion of the Initial Public Offer closed on March 9 th, b) Other compensation received by the managers and members of the audit committee of the issuer, as well as its direct or indirect controlling companies or companies under common control, even if not related to the exercise of office at the issuer. The amounts informed in the table below were attributed by way of compensation for offices held in the management of the controlled companies, controlling companies and companies under common control. Amounts acknowledged in the income of loss of 2010 in BRL Board of Directors Executive Board composed according to the Articles of Incorporation Total Controlled companies Direct or indirect controlling companies Company under common control BRL 6,404, BRL 33, BRL 6,437, Amounts acknowledged in the income of loss of 2011 in BRL Board of Directors Executive Board composed according to the Articles of Total

83 Incorporation Controlled companies Direct or indirect controlling BRL 3,174, BRL 3,174, companies Company under common control BRL 3,453, BRL 3,453, Provide other information deemed relevant by the issuer. The compensation paid by our controlled group Queiroz Galvão Exploração e Produção S.A. ( QGEP ) to our managers (who are also managers of QGEP and Manati S.A.) is composed of fixed and variable elements. The fixed compensation contemplates parameters adopted in the oil industry, more specifically in the exploration and production chains. In relation to the variable compensation, in 2011, our controlled company QGEP paid to the officers of the Company a bonus related to the successful conclusion of the Initial Public Offer of Shares closed on March 9 th, See item for information on the compensation received by the officers of the Company at our controlled companies in the last 3 fiscal years. In 2012, the controlled company QGEP is expected to adopt, by way of variable compensation, a premium for operating and financial performance and result through the Profit Sharing Plan PLR, which is being implemented and negotiated with its trade union of competent jurisdiction. Our controlled company QGEP has with Bradesco Vida e Previdência S.A a complementary social-security agreement Group Plan, which benefits our Executive Board. Our plan is a PGBL in which employees may contribute to the percentage from 1% to 12% on the fixed compensation and the Company contributes to the same percentage chosen by the employee limited to the ceiling of 6,5% for the officers. The redemption of amounts shall be withheld according to the option of the chosen regime. In the event of dismissal, the redemption may be made according to the table below: Period of Contribution to the % of the balance of QGEP Plan Up to 3 years 0% More than 3 years to 5 years 25% More than 5 years to 8 years 50% More than 8 years to 10 years 75% Above 10 years 100%