DIAGNÓSTICOS DA AMÉRICA S.A. Publicly held Company NIRE No CNPJ/MF No /

Transcription

1 This document, including its attachments and exhibits, is a free translation of the original approved by the Board of Directors of Diagnósticos da América S.A. on February 6, DIAGNÓSTICOS DA AMÉRICA S.A. Publicly held Company NIRE No CNPJ/MF No / MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON FEBRUARY 6, 2014 Date, Time and Place: Held on February 6, 2014, at 7 p.m., in the headquarters of Diagnósticos da América S/A ( Company or DASA ), located at Av. Juruá, 434, Alphaville, Barueri, SP. Notice of Meeting: Given in the manner set forth in Article 19 of the Company s Bylaws. Attendance: Attendance of a majority of the members of the Board of Directors, by conference call. The Chairman of the Board noted the absence of the Director Dickson Esteves Tangerino, duly justified in a letter previously sent to the Company, by reason of an impediment to participate in the discussions and deliberations about the matters on the Agenda. Also present was Mr. Paulo Cezar Aragão, representative of the Law firm Barbosa, Müssnich & Aragão Advogados. Board: Romeu Côrtes Domingues, Chairman; and Oscar de Paula Bernardes Neto, Secretary. Agenda: To deliberate, in compliance with Item 4.8 of the New Market Regulation, on the amendment to the preliminary opinion of the Board of Directors of the Company adopted at the meeting held on 1/13/2004, at 5p.m., regarding specifically the alterations to the voluntary tender offer to acquire the control of the Company launched by CROMOSSOMO PARTICIPAÇÕES II S.A., a corporation [sociedade anônima] with headquarters at Rua Joaquim Floriano, No. 413, suite 112, part, Itaim Bibi, in the City of São Paulo, State of São Paulo, CEP , registered in the Federal Taxpayers Registry under No / ("Offering Party" or "Cromossomo"), for the acquisition of up to the whole of the common shares issued by the Company, for the price per share of R$15,00 (fifteen reais) ("Tender Offer"), as described in the

2 This document, including its attachments and exhibits, is a free translation of the original approved by the Board of Directors of Diagnósticos da América S.A. on February 6, Amendment to the public note of the Tender Offer published on January 30, 2014 ( Public Note ). Resolutions adopted unanimously by the Directors present at the meeting: After the presentations made by the representatives of Barbosa, Müssnich & Aragão Advogados, followed by analysis and discussion of the matters on the Agenda, the members of the Board of Directors present at the meeting resolved to express their opinion on the alterations to the Tender Offer arising from the Amendment to the Public Note, in the terms of the prior opinion set out in Attachment I hereto. Close of the Meeting and Drawing-up of the Minutes: There being no further matters to be discussed, the meeting brought to a close, and these minutes were drawn up, which, after being read, were approved by all present. Signatures: BOARD: CHAIRMAN, Romeu Côrtes Domingues; SECRETARY, Oscar de Paula Bernardes Neto. DIRECTORS: Romeu Côrtes Domingues, Oscar de Paula Bernardes Neto, Carlos Fernando Costa and Mauricio Bittencourt Almeida Magalhães. This is a true copy of the minutes entered in the appropriate Book. São Paulo, February 6, Board: Romeu Côrtes Domingues Chairman Oscar de Paula Bernardes Neto Secretary (Signature page of the Minutes of the Board of Directors Meeting of Diagnósticos da América S.A. held on February 6, 2014 at 7 p.m.)

3 This opinion of the company s board of directors regarding the voluntary tender offer to acquire common shares issued by Diagnósticos da América S/A is a free translation of the Portuguese version of the document. In order to allow an informed decision, the shareholders should carefully read the detailed information about the offering as provided for in the announcement and other related offer documents, available at the website ATTACHMENT I OPINION OF THE COMPANY S BOARD OF DIRECTORS REGARDING THE VOLUNTARY TENDER OFFER TO ACQUIRE COMMON SHARES ISSUED BY DIAGNÓSTICOS DA AMÉRICA S/A, ACCORDING TO THE AMMENDMENT PUBLISHED ON In order to comply with the item 4.8 of the New Market Regulation of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ( Regulamento de Listagem do Novo Mercado da BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ) (respectively New Market, Regulation and BM&FBOVESPA ), the Board of Directors of Diagnósticos da América S/A ( DASA or Company ), with the abstention recorded in minutes, presents its opinion on the public voluntary offering to acquire shares issued by DASA launched by Cromossomo Participações II S/A ( Offering Party ), in accordance with the amendment published on in Jornal Diário, Comércio, Indústria & Serviços, in the newspaper Valor Econômico and in Diário Oficial do Estado de São Paulo ("Amendment"), available on the Offering Party website ( Company website ( BTG Pactual Corretora de Títulos e Valores Mobiliários S.A. ( Intermediary Institution ) website ( ), Brazilian Securities Commission ( CVM ) website ( and BMF&BOVESPA website ( I SUBSEQUENT EVENTS TO THE FIRST OPINION OF THE BOARD OF DIRECTORS After the opinion of the Board of Directors of , the Offering Party published a first amendment to public note, which was considered ineffective by CVM, as widely reported. Subsequently, and based on the decision of the Commissioners of the CVM of , the Offering Party published, on , the Amendment, by which altered the public note. According to the amended public note, the Offering Party "agrees to acquire, through the Intermediary Institution, an aggregate number of 311,803,015 (three hundred eleven million, eight hundred and three thousand and fifteen) Shares ( ) ( Tender Offer ). The offer was originally conditional on the acquisition of a minimum amount of shares. According to the Amendment, if the minimum amount provided for in the offer for the acquisition of control is not reached, the Offering Party will acquire as many shares are offered. (Attachment I to the Minutes of Board of Directors Meeting, held on February 6, 2014, at 7 p.m.) 1

4 This opinion of the company s board of directors regarding the voluntary tender offer to acquire common shares issued by Diagnósticos da América S/A is a free translation of the Portuguese version of the document. In order to allow an informed decision, the shareholders should carefully read the detailed information about the offering as provided for in the announcement and other related offer documents, available at the website The Company consulted Banco de Investimento Credit Suisse (Brasil) S/A ("Financial Advisor"), concerning the existence of modifications, due to the Amendment, in relation to the fairness opinion on the Tender Offer and to the valuation report on DASA, which were included as attachments to the Board of Directors Opinion. The Financial Advisor advised that in light of the amendment to the Tender Offer described in the Amendment, on the date of its issuance, the conclusion described in the fairness opinion would not be altered, nor would the considerations described in the valuation report, on the date of its issuance, using the same date of analysis of (Attachments 1 and 2). The Company consulted its independent legal advisor, the law firm Barbosa, Müssnich e Aragão Advogados ( Legal Advisor ), regarding the impact of the Amendment on the legal opinion related to the compliance with legal and regulatory aspects related to the Tender Offer. In a supplementary legal opinion, attached to this opinion (Attachment 3), the Legal Advisor emphasized that the Amendment made possible an acquisition of shares in an amount that may not ensure to the Offering Party and to its controlling shareholders the control of DASA. In this case, if the Offering Party acquires shares in excess of the shareholding provided for under article 45 of DASA s Bylaws, the arguments that the tender offer provided for in the referred article of the Bylaws is required remain valid. If the Offering Party does not become the controlling shareholder of DASA, the shareholders who accept the Tender Offer would not be entitled to receive the difference in price (i) paid in the public tender offers carried out within the 12 months following the Tender Offer or (ii) owed in the event of exercise of appraisal rights, if one of the events that trigger these right occurs within one year of the Tender Offer. It should be noted that there is no guarantee that the Offering Party, or any agency or authority, will adopt the same opinion expressed by the Legal adviser. As disclosed in the statement of material fact of , the Company sent a letter to the Offering Party, with a copy to the Securities Commission, expressing the opinion that the acquisition of shares issued by DASA by the Offering Party under the Tender Offer, beyond the limit provided for in the terms of article 45 of the DASA's Bylaws, necessarily resulted in the duty to make the public tender offer for acquisition of shares mentioned in the cited article of the Company s Bylaws. The letter also stated that if the understanding of the Offering Party with respect to this matter remained unchanged, after the time limits provided for in article 45 had expired, the Board of Directors of DASA would be forced, in fulfilling its fiduciary duties, to fully comply with the provisions of article 45 of DASA s Bylaws, notably the provisions of its paragraph 5. (Attachment I to the Minutes of Board of Directors Meeting, held on February 6, 2014, at 7 p.m.) 2

5 This opinion of the company s board of directors regarding the voluntary tender offer to acquire common shares issued by Diagnósticos da América S/A is a free translation of the Portuguese version of the document. In order to allow an informed decision, the shareholders should carefully read the detailed information about the offering as provided for in the announcement and other related offer documents, available at the website II SCOPE OF THIS OPINION According to the item 4.8 of the Regulation, it is a function of the Board of Directors to "prepare and disclose a reasoned previous opinion on any type of tender offer aiming the Company shares, opining on (i) the convenience and opportunity of the tender offer vis-à-vis the interests of the shareholders and the liquidity of their securities; (ii) the impact of the offer on the interests of the Company; (iii) the announced strategic plans of the offeror for the Company; and (iv) any other point of consideration the board may deem relevant. The board of directors shall express its grounded opinion in favor or against the acceptance of the tender offer, whereas advising the shareholders that ultimately a decision on whether to tender their shares is in their discretion." According to BM&FBOVESPA Circular no. 020/2013-DP of , "(...) In the event of a material change in the conditions of the offer through the publication of an amendment to the public note or the disclosure of new material information by the offering party, a new analysis by the Board of Directors will be required, which shall amend, ratify or complementary the opinion previously disclosed, if the amendment results in its invalidity." This opinion is intended solely to analyze the aspects of the offer altered by the Amendment, and should be read in conjunction with the opinion of the Board of Directors of III. CONVENIENCE AND OPPORTUNENESS OF THE TENDER OFFER III.1. Convenience and opportunity of the Tender Offer according to Shareholders interest. Since the Amendment has the effect of allowing the acquisition of smaller number of shares than initially envisaged, the Board believes that the judgment of convenience and opportunity of the Tender Offer is not affected by the Amendment. Thus, the shareholders should consult the opinion of the Board of Directors of regarding this point. (Attachment I to the Minutes of Board of Directors Meeting, held on February 6, 2014, at 7 p.m.) 3

6 This opinion of the company s board of directors regarding the voluntary tender offer to acquire common shares issued by Diagnósticos da América S/A is a free translation of the Portuguese version of the document. In order to allow an informed decision, the shareholders should carefully read the detailed information about the offering as provided for in the announcement and other related offer documents, available at the website The Board of Directors of the Company is not aware of recent material changes in the financial situation of the Company, considering the usual seasonality of the business, which could alter their views on the price of the Tender Offer. III.2. Convenience and opportunity of the Tender Offer as to the liquidity of the securities. The opinion of the Board of Directors of stated that, if the Tender Offer was successful, a reduction in the liquidity of the shares in DASA could be expected, as a control group would be formed, holding more than 50% of the shares. It was also mentioned that it was not possible to determine the impact of this reduction of liquidity, given the variety of combinations, in terms of shareholdings in the Company, that the Tender Offer might present. With the Amendment, there is still the possibility of a reduction in liquidity, but with a greater variety of combinations, as the Offering Party will be able to acquire any number of shares. The other considerations set out in the opinion of the Board of Directors of remain valid, with the proviso that if the Offering Party does not acquire control of DASA, it will not be obligated to pay any difference in the price under subsequent offers made within 12 months, or in the price paid on the exercise of appraisal rights. IV. EFFECTS OF THE TENDER OFFER ON THE INTERESTS OF THE COMPANY The Amendment has not produced other significant effects on the daily routine of the Company or the trading of its shares in addition to those already resulting from the first public note, mentioned in the opinion of the Board of Directors of The previous opinion of the Board of Directors mentioned that, in the event that the offer is successful, the Company would have a control group holding the decision-making power in DASA. With the Amendment, the Offering Party may acquire shares in the Tender Offer without necessarily forming a majority control block, and without the consequences of such a control block necessarily occurring, as described in the previous opinion of the Board of Directors. However, adding the percentage of capital stock already held by the Offering Party and its controlling shareholders to an equity interest similar to that represented by the shareholders (Attachment I to the Minutes of Board of Directors Meeting, held on February 6, 2014, at 7 p.m.) 4

7 This opinion of the company s board of directors regarding the voluntary tender offer to acquire common shares issued by Diagnósticos da América S/A is a free translation of the Portuguese version of the document. In order to allow an informed decision, the shareholders should carefully read the detailed information about the offering as provided for in the announcement and other related offer documents, available at the website who have indicated their intention to accept the original offer (around 22% of the capital stock) will have a practical effect probably very similar to majority control. The opinion of the Board of Directors of mentioned that the Tender Offer would lead to an acquisition of control, and therefore it would be necessary to give notification to the Administrative Council for Economic Defense - CADE if the parties fulfill the turnover criteria. The Board does not have this information regarding the Offering Party, but according to lawyers who have been advising DASA in competitive matters, it is probable that the Tender Offer would be subject to submission to CADE, since the Offering Party would fulfill the revenue criteria. In cases of tender offers, the Law and the regulations provide that the offer may take place even if the transaction is subject to compulsory notification. However, until the approval by CADE, the voting rights of the Offering Party are suspended, and it is not permitted to exercise its right to vote. With the Amendment, the Offering Party may acquire an interest which does not guarantee control of the Company. Even in this case, the transaction must be submitted to CADE if it falls within the cases stipulated by law and CADE regulations. The Board does not have all the information about the Offering Party for this analysis, but, according to the lawyers who have been advising DASA in competitive matters, the Offering Party, according to public information available, belongs to a group that operates in a vertically related market, and thereby the acquisition of a percentage greater than 5% of the capital stock would make submission to CADE mandatory. V. STRATEGIC PLANS ANNOUNCED BY THE OFFERING PARTY REGARDING THE COMPANY The Offering Party has not disclosed strategic plans for the Company, and therefore the Board of Directors cannot express an opinion on this issue. VI. OTHER ITEMS CONSIDERED RELEVANT This opinion was discussed and approved by the Directors of the Company, with the abstention recorded in minutes, who state that do not have any conflict of interest with the Offering Party (Attachment I to the Minutes of Board of Directors Meeting, held on February 6, 2014, at 7 p.m.) 5

8 This opinion of the company s board of directors regarding the voluntary tender offer to acquire common shares issued by Diagnósticos da América S/A is a free translation of the Portuguese version of the document. In order to allow an informed decision, the shareholders should carefully read the detailed information about the offering as provided for in the announcement and other related offer documents, available at the website or the Company and, therefore, are in unbiased position to analyze the terms and conditions of the Tender Offer. In this context, the Directors who approved this opinion make the following declarations regarding to the Tender Offer and its Offering Party: (i) (ii) (iii) no Director has entered into any contract or agreement of any kind related to the Tender Offer with the Offering Party or third parties; no Director will receive any form of compensation as a result of the acceptance or refusal of Tender Offer; and no Director will suffer any material adverse impact in the event of acceptance or refusal of the Tender Offer. VII. CONCLUSION: FAVORABLE OPINION In compliance with the provisions set forth in item 4.8 of the Regulation, which provides that the Board of Directors must "express its reasoned opinion in favor of or against the acceptance of the tender offer, and advising that the final decision to accept, or not, the offer is the responsibility of each shareholder ", the Board of Directors expresses its opinion in favor of the acceptance of the Tender Offer, taking all the considerations and conclusions in items III to VI above and the entire content of the opinion of into account. The Board of Directors advises that each shareholder is responsible for the final decision on the acceptance of the Tender Offer and recommends that shareholders read all publicly available documents (including those attached to this opinion) and consult their financial, legal and tax advisors before deciding to accept the Tender Offer, in order to determine the legal, currency and tax implications of participating in and accepting the Tender Offer. (Attachment I to the Minutes of Board of Directors Meeting, held on February 6, 2014, at 7 p.m.) 6

9 TRANSLATION Important Disclaimer: This document is a free translation. The original document has been prepared in Portuguese and any translation is solely for informational purposes. Credit Suisse is not responsible for the accuracy or completeness of any such translation and such translation shall not be deemed to modify the substance of the original document. Board of Directors Diagnóstico da América S.A. Avenida Juruá, nº 434, Alphaville Barueri SP Members of the Board of Directors São Paulo, January 30, 2014 Banco de Investimentos Credit Suisse (Brasil) S.A. ( Credit Suisse ) makes reference to the opinion issued by Credit Suisse on January 6, 2014 to the Board of DASA ( Opinion ) on the adequacy, from a financial standpoint, of the Price per Share offered by the Offeror to the Addressees of the Tender Offer, as set forth in the Tender Offer Notice. Considering that (a) the tender offer notice, published on December 23, 2013, was amended on January 30, 2014 to change the terms of the voluntary public tender offer for acquisition of common shares in DASA ( Amendment to the Notice ), (b) under the Amendment to the Notice, the Offeror adopted a differentiated procedure for unification of public tender offers, per article 34, paragraph 2, of CVM Directive No. 361, for acquisition of up to 100% of the shares in DASA, as follows: (i) a simple voluntary tender offer for acquisition of shares in DASA, as provided in article 2(IV) of CVM Directive No. 361; and (ii) a voluntary tender offer for acquisition of control, as set forth in 257 et seq. of the Brazilian Stock Corporations Act and in article 2(V) of CVM Directive No. 361; and (c) if the number of shareholders adhering to the tender offer is insufficient to assure control of the Company to the Offeror (which is a mandatory condition for the voluntary tender offer for acquisition of control, as set forth in article 257, paragraph 2 of the Brazilian Stock Corporations Act and article 32(III) of CVM Directive No. 361), then the voluntary tender offer for acquisition of control will not be feasible and such differentiated procedure will allow the Offer to be completed through a simple voluntary tender offer, which is not subject to a minimum number of shares; We have arrived at the following conclusion. At your request, this letter ( Amendment to the Opinion ) is to inform you that the amendment to the Tender Offer described in the Amendment to the Notice does not change our conclusions arrived in the Opinion, on the date of its issuance, that the Price per Share to be paid in connection with the Tender Offer to the Addressees of the Tender Offer, collectively as a group, was adequate, from a financial standpoint. We also inform you that, in this Amendment to the Opinion, we used the same reference date used in the Opinion, i.e., December 20, 2013.

10 To prepare the Amendment to the Opinion, we have analyzed the Amendment to the Notice (which, together with the Information, as defined in the Opinion, is also referred to as Information ). Capitalized terms used and not defined herein will have the meanings ascribed to them in the Opinion. The Amendment to the Opinion is an integral part of the Opinion. Any reference to the Opinion will be a reference to the Opinion and this Amendment to the Opinion, and the Amendment to the Opinion cannot be considered, understood, construed, mentioned, or read independently from the Opinion, nor can it be summarized, extracted, or otherwise referred to independently from the Opinion. All paragraphs, terms, and conditions of the Opinion not expressly amended hereunder are hereby ratified. The Amendment to the Opinion has been prepared for the exclusive use of the members of the Board, in the context described in the Opinion, for their evaluation of the Tender Offer, as required in section 4.8 of the Novo Mercado Rules, and must not be used for any other purpose. Yours sincerely BANCO DE INVESTIMENTOS CREDIT SUISSE (BRASIL) S.A. 2

11 TRANSLATION Important Disclaimer: This document is a free translation. The original document has been prepared in Portuguese and any translation is solely for informational purposes. Credit Suisse is not responsible for the accuracy or completeness of any such translation and such translation shall not be deemed to modify the substance of the original document. Board of Directors Diagnóstico da América S.A. Avenida Juruá, nº 434, Alphaville Barueri SP Members of the Board of Directors São Paulo, January 30, 2014 Banco de Investimentos Credit Suisse (Brasil) S.A. ( Credit Suisse ) makes reference to the valuation report of DASA, issued by Credit Suisse on January 13, 2014 ( Valuation Report ) to the Board of DASA on the Company's equity value, for the purpose of evaluation of the Tender Offer by the Board. Considering that (a) the tender offer notice, published on December 23, 2013, was amended on January 30, 2014 to change the terms of the voluntary public tender offer for acquisition of common shares in DASA ( Amendment to the Notice ), (b) under the Amendment to the Notice, the Offeror adopted a differentiated procedure for unification of public tender offers, per article 34, paragraph 2, of CVM Directive No. 361, for acquisition of up to 100% of the shares in DASA, as follows: (i) a simple voluntary tender offer for acquisition of shares in DASA, as provided in article 2(IV) of CVM Directive No. 361; and (ii) a voluntary tender offer for acquisition of control, as set forth in 257 et seq. of the Brazilian Stock Corporations Act and in article 2(V) of CVM Directive No. 361; and (c) if the number of shareholders adhering to the tender offer is insufficient to assure control of the Company to the Offeror (which is a mandatory condition for the voluntary tender offer for acquisition of control, as set forth in article 257, paragraph 2 of the Brazilian Stock Corporations Act and article 32(III) of CVM Directive No. 361), then the voluntary tender offer for acquisition of control will not be feasible and such differentiated procedure will allow the Offer to be completed through a simple voluntary tender offer, which is not subject to a minimum number of shares; We have arrived at the following conclusion. As requested by you, we hereby ( Amendment to the Valuation Report ) inform you that the amendment to the Tender Offer described in the Amendment to the Notice does not change our conclusions arrived in the Valuation Report, on the date of its issuance, on the economic value of the Company shares. We also inform you that, in this Amendment to the Valuation Report, we used the same reference date used in the Valuation Report, i.e., December 20, 2013.

12 To prepare the Amendment to the Valuation Report, we have analyzed the Amendment to the Notice (which, together with the Information, as defined in the Valuation Report, is also referred to as Information ). Capitalized terms used and not defined herein will have the meanings ascribed to them in the Valuation Report. The Amendment to the Valuation Report will henceforth be an integral part of the Valuation Report. Any reference to the Valuation Report will be a reference to the Valuation Report and this Amendment to the Valuation Report, and the Amendment to the Valuation Report cannot be considered, understood, construed, mentioned, or read independently from the Valuation Report, nor can it be summarized, extracted, or otherwise referred to independently from the Valuation Report. All paragraphs, terms, and conditions of the Valuation Report not expressly amended hereunder are hereby ratified. The Amendment to the Valuation Report has been prepared for the exclusive use of the members of the Board, in the context of their evaluation of the Tender Offer, and must not be used for any other purpose. Yours sincerely BANCO DE INVESTIMENTOS CREDIT SUISSE (BRASIL) S.A. 2

13 This Legal Opinion is a free translation of the Portuguese version of the document. In order to allow an informed decision, the shareholders should carefully read the detailed information about the offering as provided for in the announcement and other related offering documents, available at the website To Board of Directors of Diagnósticos da América S.A. Board Members: Ref.: Amendment to the Tender Offer São Paulo, January 31, 2014 As requested, we have examined the impacts arising from the amendment to the public note to modify the Tender Offer (Oferta Pública para Aquisição de Ações) for the acquisition of shares issued by Diagnósticos da América S.A. ( DASA ), in relation to the legal issues analyzed in our prior legal opinion ( Legal Opinion ). The amendment was published in the newspaper Valor Econômico on ("Amendment"). 1. Introductory analysis of the impacts of the Amendment to the Legal Opinion According to the Amendment, and in accordance with the decision of the Commissioners of the CVM on , Cromossomo Participações II S/A ("Offering Party") modified the public note originally published on The offer, originally formulated under the terms of article 257 of the Law 6.404/76 ("LSA"), is now combined with a voluntary tender offer based on article 2, item IV, of CVM Instruction no. 361/02. Thus, given that the item I of the Legal Opinion dealt only with introductory aspects, we state below whether the topics addressed in items II to VIII require, due to the Amendment, any additional comments. Item II of the Legal Opinion addressed the definition of the minimum amount of shares to be acquired, which is relevant to the tender offer for the acquisition of the control. There is no need for any addition to this part of the Legal Opinion, because the modification resulting from the Amendment consists in the possibility of acquisition of fewer shares than the minimum amount mentioned. Item III of the Legal Opinion dealt with the preparation of the valuation report of the company according to economic value, which was considered not to be necessary because the offer it is not made by the controlling shareholder, and the Amendment does not affect this point. Items IV to VII of the Legal Opinion analyzed the requirement of subsequent offers, and the obligation to pay any difference in price, considering the terms of the public note published on , according to which the Offering Party (together with its

14 2 controlling shareholders 1 ), would become holder of, at least, 50% plus one share of the capital stock of DASA. This scenario remains possible under the terms the Amendment and, if it occurs, the conclusions of items IV to VII of the Legal Opinion remain applicable. However, with the Amendment, a new outcome to the Tender Offer has become possible: the acquisition of shares in a quantity which, when added to those already held by its controlling shareholders, may result in an equity interest smaller than 50% plus one share. The consequences of this scenario for the legal analysis contained in the Legal Opinion will be examined in item 2 below. Item VIII of the Legal Opinion deals with the Board of Directors Manifestation. Because of the Amendment, a new manifestation must be presented by the Board of Directors, in view of the provisions of the BM&FBOVESPA Circular no. 020/2013-DP of Impacts of the Amendment on the subsequent offers and obligations to pay any difference in price Item IV of the Legal Opinion deals with the offer provided for in article 45 of the Bylaws. Because of the Amendment, it is important to examine the case in which the Offering Party acquire shares in DASA representing a percentage that, together with the interest already held by its controlling shareholders, represents less than 50% plus one share. Article 45 of the DASA s Bylaws requires a public tender offer to be made by anyone who acquires or becomes the owner of, for any reason (i) shares issued by the Company; or (ii) other rights, including the beneficial ownership [usufruto] or trust [fideicomisso], over shares issued by the Company in a number equal to or greater than fifteen percent (15%) of its capital stock. Thus, if the Offering Party acquires in the Tender Offer shares in DASA in excess of the shareholding provided for in article 45 of the Company s Bylaws, it will be required to make the public tender offer provided for under the referred article of the Bylaws. By reason of the Amendment, this situation could arise without the Offering Party and its controlling shareholders being holders of the majority of DASA s capital stock, in which case there will be no obligation to pay any difference in price difference, as will be explained below, when dealing with item VI of the Legal Opinion. 1 The persons identified in the original public note, published on , as direct controlling shareholders of the Offering Party became, as reported in the Amendment, indirect controlling shareholders, which does not affect the comments made in the Legal Opinion.

15 3 Item V of the Legal Opinion dealt with the tender offer for delisting from the New Market [Novo Mercado]. No further comment is needed on this point, as it refers only to the case in which acquisition reduces the free float to less than 25% of the shares issued by DASA. The new possibility for the Tender Offer s outcome, made possible by the Amendment, consists in the acquisition of a smaller number of shares, and maintaining a free float meeting the minimum required percentage, in which case there will be no need to make the tender offer for delisting from New Market. Item VI of the Legal Opinion deals with the obligation to pay, to the shareholders who adhere to the tender offer now underway, any difference in price in the subsequent offers. The case originally addressed in the Legal Opinion was acquisition of control, and if control is acquired the conclusions set out in the Legal Opinion will not change. The Legal Opinion observes that at the time of the subsequent offers, the Offering Party would be the controlling shareholder, and therefore would be subject to the duties provided for in articles 10 and 14 of CVM Instruction no. 361, which was recognized by the Offering Party itself in mentioning those provisions in the public note. With the Amendment, there is a possibility of acquisition of shares without the acquisition of the majority of the capital stock by the Offering Party and its controlling shareholders. In this new scenario, the Offering Party would not be considered the controlling shareholder at the time of the subsequent offer. Thus, assuming that the Offering Party is not a controlling shareholder at the time of a subsequent offer required under article 45 of the Bylaws, the Offering Party would not be obligated to pay any difference in price. In this last case, the provisions of articles 10, paragraph 2 2, and 15 3 of CVM Instruction no. 361/02 will also not apply. 2 Article. 10 (...) Paragraph 2. Except for tender offers by reason of sale of control, the instrument of any OPA formulated by the controlling shareholder, person linked to him/her, or the company itself, aiming to acquire more than 1/3 (one third) of circulating shares of the same type or class, must contain a declaration by the offerer that, in case he/she acquires more than 2/3 (two thirds) of shares in circulation of the same type and class, he/she shall be obliged to acquire the remaining shares in circulation, within a period of 3 (three) months from the date the auction is held, for the final price of the OPA auction, updated to the date of effective payment, under the terms of the OPA instrument and the governing legislation, to be paid within no more than 15 (fifteen) days from the last to occur of the following events: 3 Article 15 - In any OPA made by the target company, by the controlling shareholder, or by people linked to him/her, with the exception of a tender offer by reason of sale of control, if holders of more than 1/3 (one third) and less than 2/3 (two thirds) of the shares in circulation accept the offer, the offerer may only: I - acquire up to 1/3 (one third) of the shares in circulation of the same type and class, allocated pro rata among the accepters, subject, if applicable, the provisions of Paragraph 1 and 2 of art. 37; or

16 4 Item VII of the Legal Opinion explains that if a withdrawal event occurs, the shareholders who adhered to the tender offer would be entitled to receive any difference in price. This opinion was given on the assumption that the offer would only be successful on acquisition of the control. If the acquisition of control does not occur, the Offering Party will not have the obligation to pay any difference in price related to the withdrawal. In summary, considering the new possibility, created by the Amendment, of acquisition of a number of shares that could result in an interest smaller than 50% plus one share of DASA: a) There is no longer a minimum number of shares to be purchased under the Tender Offer; b) There continues to be no requirement to present a valuation report; c) The acquisition of shares in DASA in excess of the shareholding provided for in article 45 of the Company s Bylaws will result in a duty to make the tender offer provided for in article 45 of the Bylaws; d) If the Offering Party does not become controlling shareholder, it will not be obligated to pay, to the accepting shareholders of the OPA now underway, any difference in price in subsequent offers or in case of a withdrawal event; e) The Offering Party will not be required to make a tender offer for delisting from New Market, if the required free float is maintained. This opinion is intended to address only the topics here presented, in accordance with the information received, without conducting independent research, and in accordance to the legislation in force. There is no guarantee that the Offering Party, any bodies or authority will adopt the same interpretation. This opinion is addressed to the Board of Directors of DASA for its use, and it may, if considers it appropriate, disclose it to shareholders as part of its manifestation on the Tender Offer, but this opinion may not be used by any other persons or for any other purpose without our prior written consent. Yours sincerely, Paulo Cezar Aragão II - abandon the Tender Offer, as long as such abandonment has been expressly stated in the Tender Offer instrument, and is subject only to the condition that the offer is not accepted by shareholders holding at least 2/3 (two thirds) of the shares in circulation;