BROOKFIELD INCORPORAÇÕES S.A. PUBLICLY-HELD COMPANY NIRE CNPJ/MF no /

Transcription

1 BROOKFIELD INCORPORAÇÕES S.A. PUBLICLY-HELD COMPANY NIRE CNPJ/MF no / PROPOSAL FOR CAPITAL INCREASE TO BE RESOLVED ON BY THE SPECIAL SHAREHOLDERS' MEETING (ARTICLE 14 OF CVM INSTRUCTION NO. 481/2009) 1 Amount Increased and New Capital The capital will be increased by three hundred eighty million reais (R$ 380,000,000.00), out of which forty million reais (R$ 40,000,000.00) will be allocated for the capital account, and three hundred forty million reais (R$ 340,000,000.00) will form the capital reserve, under article 14, sole paragraph, of Law no. 6404/1976, therefore the Company's capital will change from two billion, five hundred ninety-three million, two hundred forty-seven thousand, six hundred thirty-four reais and eighty centavos (R$ 2,593,247,634.80) to two billion, six hundred thirty-three million, two hundred forty-seven thousand, six hundred thirty-four reais and eighty centavos (R$ 2,633,247,634.80). 2 How the Capital will be Increased The capital will be increased upon capitalization of credits of the Company's controlling shareholders, in the amount of three hundred eighty million reais (R$ 380,000,000.00), resulting from the instrument of advance payment for future capital increase ( AFAC ) executed between the Company and Brookfield Brasil Participações S.A. ( BRB PART ), in the amount of two hundred eighty million reais (R$ 280,000,000.00) and the partial conversion into capital, in the amount of one hundred million reais (R$ 100,000,000.00), funds resulting from the Private Loan Agreement between Affiliates, executed on September 15, 2014 and amended on December 04, 2014, between the Company and BRKB RE OPP Fund LLC (respectively, "Capitalization," "Loan," and "BRKB"). 3 Reasons for the Capital Increase and its Legal and Economic Consequences The Capitalization is intended to strengthen the Company's cash and capital structure, improving its financial indexes and ensuring that such structure remains in compliance with specific covenants established in debt instruments executed by the Company. 4 Opinion of the Audit Committee The Audit Committee issued opinion favorable to the Capitalization, in the following terms: The Audit Committee of Brookfield Incorporações S.A. ( BISA or Company ), in line with its legal duties and responsibilities, analyzed the Executive Board's proposal for increase in the Company's capital in the amount of three hundred eighty million reais (R$ 380,000,000.00), upon capitalization of credit resulting from the instrument of advance payment for future

2 capital increase ( AFAC ), to be executed between the Company and Brookfield Brasil Participações S.A., and the partial conversion into capital of funds resulting from the Private Loan Agreement between Affiliates, executed on September 15, 2014 and amended on December 04, 2014, between the Company and BRKB RE OPP Fund LLC, and out of the total capital increase, forty million reais (R$ 40,000,000.00) will be used to increase the capital, and the remaining amount, three hundred forty million reais (R$ 340,000,000.00) will form the capital reserve, under article 14, sole paragraph, of Law no. 6404/1976, and concluded that such proposal meets the applicable legal requirements; thus, the Audit Committee recommends its approval by the Shareholders at the Special Shareholders' Meeting to be held on March 31, Information on the Capital Increase upon Stock Subscription: A) Allocation of Funds The funds of the AFAC and the Loan will be allocated for the Company's cash, in order to strengthen its capital and cash structure and contribute to improve its financial indexes. B) Number and Type of Issued Shares As a result of the Capital Increase, two hundred twenty-seven million, five hundred forty-four thousand, nine hundred and ten (227,544,910) shares of common stock will be issued, registered, book-entry shares without par value ("New Shares"). C) Rights, Advantages and Restrictions Applied to the Issued Shares The New Shares will be identical to the other existing shares issued by the Company, and they grant their holders the same rights already given to the Company's shareholders. The New Shares will entitle their holders to all dividends, interest on the shareholders' equity, bonus and any yield on the capital that may be declared by the Company after approval and ratification of the Capital Increase by the Shareholders' Meeting to be held on 3/31/2015. D) Subscription Type The Capitalization will occur upon private subscription to shares. E) Subscription by Related Parties The New Shares will be fully paid in by BRB PART and by BRKB in the following proportion: (i) one hundred sixty-seven million, six hundred sixty-four thousand, six hundred seventy (167,664,670) shares of common stock, book-entry shares without par value by BRB PART, upon capitalization of the credit it holds against the Company as a result of the AFAC instrument executed and whose amount must be fully provided to the Company until the date of the Special Shareholders' Meeting that resolves on the Capitalization; and (ii) fifty-nine million, eight hundred eighty thousand, two hundred and forty (59,880,240) shares of common

3 stock, book-entry shares without par value by BRKB, upon partial conversion into capital of funds resulting from the Loan, with due regard for the preemptive right to acquire new shares that will be issued by the other shareholders, under article 171, par. 2, of Law no. 6404/1976. F) Issue Price of the New Shares The issue price of the New Shares will be one real, sixty-seven centavos (R$ 1.67) per share of common stock. G) Allocation of the Issue Price The shares issued by the Company do not have par value, and ten point fifty-three per cent (10.53%) of the issue price of each share, corresponding to forty million reais (R$ 40,000,000.00), will be allocated for the capital account, and the remaining balance of eighty-nine point forty-seven per cent (89.47%) of the issue price of each share, corresponding to three hundred forty million reais (R$ 340,000,000.00), will be allocated to form the capital reserve. H) Opinion of the Directors on the Effects of the Capital Increase Since the capital will be increased upon private subscription, in which the exercise of preemptive right will be guaranteed to all shareholders, the ownership interest of shareholders who acquire shares to which they are entitled in the Capitalization will not be diluted. The Company's management finds that the dilution of the ownership interest of shareholders who do not exercise their preemptive right will be justified, as the issue price of the New Shares will be set based on compliance with the criteria established in article 170, par. 1, of Law no. 6404/1976, and that the Capitalization acts in the social interest, for the reasons described in item 3 above. I) Criterion to Set the Issue Price and Economic Aspects that Determined such Price The issue price set for the Capitalization properly reflects the value of shares issued by the Company, as it corresponds to the price offered by BRB PART in the tender offer for acquisition of outstanding shares issued by the Company ( OPA ) for purposes of deregistration of the Company as an issuer of securities category "A" and conversion into category B, and consequent delisting from Novo Mercado, whose auction was held at BM&FBOVESPA on 11/14/2014 ( Auction ), adjusted by the variation of the SELIC Interest Rate, published by the Brazilian Association of Financial and Stock Market Entities [Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais ANBIMA], since the date of settlement of the OPA until the date of the Special Shareholders' Meeting to be held on March 31, J) Issue Price Set at a Premium or at a Discount with regard to the Market Value The issue price of the New Shares, of one real and sixty-seven centavos (R$ 1.67) per share, will be set based on compliance with the criteria established in article 170, par. 1, of Law no. 6404/1976, according to the justification in item I above.

4 K) Reports and Studies that Supported the Issue Price Setting The issue price of one real and sixty-seven centavos (R$ 1.67) per share corresponds to the price offered by BRB PART in the OPA, adjusted by the SELIC Interest Rate variation since the date of settlement of the OPA until the date of the Special Shareholders' Meeting to be held on March 31, L) Information on Quotes of Shares issued by the Company in BM&FBOVESPA (i) Minimum, average and maximum quote of each year, in the last three (3) years (in R$) Quote Minimum Average Maximum Minimum Average Maximum BISA3 Share R$ 4.44 R$ 6.36 R$ 8.02 R$ 2.51 R$ 4.16 R$ Quote Minimum Average Maximum Minimum Average Maximum BISA3 Share R$ 0.98 R$ 2.03 R$ 3.86 R$ 1.02 R$ 1.47 R$ 1.65 (ii) Minimum, average and maximum quote of each quarter, in the last two (2) years (in R$) st Quarter 2nd Quarter 3rd Quarter 4th Quarter Quote Minimum Average Maximum BISA3 R$ 4.80 R$ 5.63 R$ 6.46 BISA3 R$ 2.98 R$ 4.05 R$ 5.38 BISA3 R$ 2.51 R$ 3.41 R$ 4.34 BISA3 R$ 3.15 R$ 3.51 R$ Quote Minimum Average Maximum

5 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter BISA3 R$ 2.39 R$ 3.25 R$ 3.86 BISA3 R$ 1.40 R$ 1.93 R$ 2.49 BISA3 R$ 1.34 R$ 1.72 R$ 1.98 BISA3 R$ 0.98 R$ 1.27 R$ st Quarter 2nd Quarter 3rd Quarter 4th Quarter Quote Minimum Average Maximum BISA3 R$ 1.03 R$ 1.31 R$ 1.49 BISA3 R$ 1.40 R$ 1.93 R$ 2.49 BISA3 R$ 1.44 R$ 1.52 R$ 1.55 BISA3 R$ 1.47 R$ 1.58 R$ 1.65 (iii) Minimum, average and maximum quote of each month, in the last six (6) months (in R$) Month Quote Minimum Average Maximum May/14 BISA3 R$ 1.44 R$ 1.46 R$ 1.48 June/14 BISA3 R$ 1.43 R$ 1.48 R$ 1.50 July/14 BISA3 R$ 1.44 R$ 1.48 R$ 1.52 August/14 BISA3 R$ 1.51 R$ 1.53 R$ 1.54 September/14 BISA3 R$ 1.53 R$ 1.54 R$ 1.55 October/14 BISA3 R$ 1.53 R$ 1.57 R$ 1.58 November/14 BISA3 R$ 1.56 R$ 1.59 R$ 1.64 December/14 BISA3 R$ 1.47 R$ 1.59 R$ 1.62 January/15 BISA3 R$ 1.58 R$ 1.60 R$ 1.65 (iv) Average quote in the last 90 days (in R$) R$ 1.57 M) Issue Prices of Shares Issued in Capital Increases conducted in the last three (3) years Since March 2012, the following capital increases have been approved and conducted by the Company (i) at Meeting of the Board of Directors held on 9/17/2012,

6 in the amount of R$ 400,000,002.30, upon issue of 130,718,955 shares of common stock at the price of R$ 3.06 per share; and (ii) at Meeting of the Board of Directors held on 11/17/2014, in the amount of eight hundred eighty million reais (R$ 880,000,000.00), upon issue of 550,000,000 shares of common stock, at the price of R$ 1.60 per share. N) Percentage of Potential Dilution of the Issue The percentage of potential dilution of the issue of New Shares corresponds to zero point thirty-three per cent (0.33%). O) Deadlines, Conditions, Subscription and Payment of the New Shares The shares will be fully paid in by BRB PART and by BRKB upon their issue, upon capitalization of the credits they hold against the Company on account of the AFAC and the Loan mentioned in item 2 above. In the event the other shareholders exercise their preemptive right, the conditions of item P below will be observed. Considering that all of the new shares to be issued will be subscribed and paid in immediately by BRB PART and by BRKB, upon capitalization of the credits they hold against the Company, the Shareholders' Meeting that approves the Capitalization will also ratify it, without prejudice to the subsequent exercise of the preemptive right by the other shareholders. P) Terms and Conditions for the Company's Shareholders to Exercise the Preemptive Right The other shareholders of the Company may exercise their preemptive right to acquire the new shares to be issued, in the proportion of their current interest in the capital, within thirty (30) days as of the publication of notice to the shareholders on the Capitalization approval ("Notice to Shareholders"). The other shareholders of the Company who exercise their preemptive right to acquire part of the new shares will pay the corresponding value upfront, in national currency, and the amount paid by the other shareholders of the Company will be delivered directly to BRB PART and to BRKB, under article 171, par. 2, of Law no. 6404/1976. The shareholders who hold shares issued by the Company on the date the Notice to Shareholders is given will have preemptive right to acquire the new shares in the proportion of new share for each one (1) share of common stock issued by the Company that they hold. Q) Proposal for Treatment of Scraps Under article 171, par. 7, of Law no. 6404/1976 and item of the Official Letter-Circular/CVM/SEP/N 01/2014, the Company's shareholders who exercise their preemptive right to acquire the new shares may also express their interest in participating, along with BRB PART and BRKB, in the proration of shares to which the preemptive right is not exercised, and such shares must be prorated within a period to be set in a notice to shareholders that will be given after the end of the period to exercise the preemptive right. The Company will take the

7 necessary measures to indicate, in the Instrument related to exercise of the preemptive right, the shareholder's intention to participate in such proration. R) Procedures to be Adopted in Case of Partial Ratification of the Capital Increase The Capitalization will not be partially ratified, given that BRB PART and BRKB will immediately subscribe to all the New Shares. S) Procedures to be Adopted in Case of Capital Increase in Assets Not applicable.

8 BROOKFIELD INCORPORAÇÕES S.A. PUBLICLY-HELD COMPANY NIRE CNPJ/MF no / INFORMATION ON THE PROPOSAL FOR AMENDMENT TO THE ARTICLES OF INCORPORATION TO BE RESOLVED ON BY THE SPECIAL SHAREHOLDERS' MEETING ON MARCH 31, 2015 (ARTICLE 11 OF CVM INSTRUCTION NO. 481/2009) 1 Amendment to Article 5 A meeting of the Board of Directors of Brookfield Incorporações S.A. ( BISA or Company") was held on 3/12/2015, and it approved the Executive Board's proposal ( Proposal ) for increase in the Company's capital, in the amount of three hundred eighty million reais (R$ 380,000,000.00), out of which forty million reais (R$ 40,000,000.00) will be allocated for the capital account, and three hundred forty million reais (R$ 340,000,000.00) will be allocated to form the capital reserve, upon capitalization of credits held by the Company's controlling shareholders resulting from (i) the instrument of advance payment for future capital increase ( AFAC ) executed between the Company and Brookfield Brasil Participações S.A. ( BRB PART ), in the amount of two hundred eighty million reais (R$ 280,000,000.00) and (ii) the partial conversion into capital, in the amount of one hundred million reais (R$ 100,000,000.00), of funds resulting from the Private Loan Agreement between Affiliates, executed on September 15, 2014 and amended on December 04, 2014, between the Company and BRKB RE OPP Fund LLC (respectively, "Capitalization," "Loan," and "BRKB"). According to the Proposal, two hundred twenty-seven million, five hundred forty-four thousand, nine hundred and ten (227,544,910) new shares of common stock will be issued by the Company, book-entry shares without par value, and their issue price will be one real, sixty-seven centavos (R$ 1.67) per share. The new shares will be fully paid in by BRB PART and by BRKB in the following proportion: (i) one hundred sixtyseven million, six hundred sixty-four thousand, six hundred seventy (167,664,670) shares of common stock, book-entry shares without par value by BRB PART, upon capitalization of the credit it holds against the Company as a result of the AFAC instrument executed and whose amount must be fully provided to the Company until the date of the Special Shareholders' Meeting that resolves on the Capitalization; and (ii) fifty-nine million, eight hundred eighty thousand, two hundred and forty (59,880,240)

9 shares of common stock, book-entry shares without par value by BRKB, upon partial conversion into capital of funds resulting from the Loan. The other shareholders of the Company may exercise their preemptive right to acquire the new shares to be issued, in the proportion of their current interest in the capital. If the other shareholders of the Company do exercise their preemptive right, they must pay the value corresponding to the new shares upfront, in national currency, and such amount will be delivered directly to BRB PART and to BRKB, under article 171, par. 2, of Law no. 6404/1976. Considering that all of the new shares to be issued will be subscribed and paid in immediately by BRB PART and by BRKB, upon capitalization of the credit they hold against the Company, the Shareholders' Meeting that approves the Capital Increase will also ratify it, without prejudice to the subsequent exercise of the preemptive right by the other shareholders. Thus, the amendment to article 5 of the Company's Articles of Incorporation is aimed at reflecting the new value of the capital and the number of shares it will be divided into. Such provision will then read as follows: Article 5 - The Company's capital is two billion, six hundred thirty-three million, two hundred forty-seven thousand, six hundred thirty-four reais and eighty centavos (R$ 2,633,247,634.80), fully subscribed and paid in, divided into one billion, three hundred fifty-three million, four hundred forty-seven thousand, six hundred twenty-two (1,353,447,622) shares of common stock, all of them registered, book-entry shares without par value." 2 Copy of the Articles of Incorporation Attached hereto is a copy of the Company's Articles of Incorporation, with the highlighted new wording of its article 5 should such amendment be approved by the Special Shareholders' Meeting.

10 EXHIBIT I ARTICLES OF INCORPORATION HIGHLIGHTING THE PROPOSAL FOR ARTICLE 5 ARTICLES OF INCORPORATION OF BROOKFIELD INCORPORAÇÕES S.A. CHAPTER I - CORPORATE NAME, PRINCIPAL PLACE OF BUSINESS, JURISDICTION, DURATION AND PURPOSE Article 1 - Brookfield Incorporações S.A. ( Company ) is a corporation governed by these Articles of Incorporation and by the applicable legal provisions. Paragraph 1 - The shares issued by the Company are traded in the special listing segment named Novo Mercado, of BM&FBOVESPA S.A. São Paulo Stock, Commodities and Futures Exchange ( BM&FBOVESPA ), and thus the Company, its shareholders, Directors and members of the Audit Committee, if any, abide by the provisions of the Novo Mercado Listing Regulation of BM&FBOVESPA ( Novo Mercado Listing Regulation ). Paragraph 2 - The provisions of the Novo Mercado Listing Regulation will prevail over the provisions of the Articles of Incorporation, in the events of damage to the rights of the beneficiaries of the tender offers set forth in these Articles of Incorporation. Article 2 - The Company's purpose is to hold interest in the other companies' capital, and to such purpose it may carry out any acts necessary to fulfill its corporate purpose. Article 3 - The Company's principal place of business and jurisdiction is at Avenida Paisagista José Silva de Azevedo Neto, nº Bloco 8 - salas 101 a 108 e 201 a 208, parte, Barra da Tijuca, in the City of Rio de Janeiro, State of Rio de Janeiro, CEP , and it may, as decided by the Board of Directors, open and close branches, offices or establishments of any nature, in the Brazilian territory or abroad. Article 4 - The Company's duration is indefinite. CHAPTER II CAPITAL AND SHARES Article 5 - The Company's capital is two billion, six hundred thirty-three million, two hundred forty-seven thousand, six hundred thirty-four reais and eighty centavos (R$ 2,633,247,634.80) two billion, five hundred ninety-three million, two hundred forty-seven thousand, six hundred thirty-four reais and eighty centavos (R$ 2,593,247,634.80), fully subscribed and paid in, divided into one billion, three hundred fifty-three million, four hundred forty-seven thousand, six hundred twenty-two

11 (1,353,447,622) one billion, one hundred twenty-five million, nine hundred and two thousand, seven hundred and twelve (1,125,902,712) shares of common stock, all of them registered, book-entry shares without par value. Paragraph 1 - All shares of the Company will be held in a deposit account in the name of its holders with the financial institution indicated by the Board of Directors, and the cost referred to in article 35, paragraph 3, of Law no. 6404, of December 15, 1976 ("Law of Corporations") may be charged to the shareholders. Paragraph 2 - The capital will be represented by shares of common stock exclusively, and each share of common stock corresponds to a vote in the Shareholders' Meetings. The Company cannot issue shares of preferred stock or founder shares. Paragraph 3 - The shares into which the capital is divided may be grouped or split upon resolution of the Shareholders' Meeting. Article 6 - The amount to be paid by the Company on account of reimbursement for the shares held by shareholders who relied on the appraisal remedy, in the cases authorized by Law, must correspond to the economic value of such shares, to be assessed in accordance with the assessment procedure permitted by Law no. 9457/97, whenever such amount is lower than the book value assessed under article 45 of the Law of Corporations. Article 7 - The Company will only register the transfer of shares upon compliance with the applicable provisions of the Shareholders' Agreement(s), provided that they are filed in its principal place of business, as well as the provisions of these Articles of Incorporation. Article 8 - The Company may, upon resolution of the Board of Directors, acquire its own shares, to keep them in treasury and then retire or transfer them, with due regard for the conditions and requirements provided for in article 30 of the Law of Corporations and regulations applicable. Article 9 - The Company is authorized to increase its capital until it reaches a total of seven hundred fifty million (750,000,000) shares of common stock, irrespective of a resolution by the Shareholders' Meeting or an amendment to the Articles of Incorporation, and it is incumbent upon the Board of Directors to establish the number of shares to be issued for distribution in the Country and/or abroad, either publicly or privately, the price and other conditions for subscription and payment, as well as to resolve on the exercise of the preemptive right, under the legal and statutory rules. Sole Paragraph - The Company may, within the limit of the authorized capital and according to the plan approved by the Shareholders' Meeting, upon resolution of the Board of Directors, grant stock option to its Directors and employees, natural persons who provide services to the Company or to a company under its control, under these Articles of Incorporation and the applicable legal rules, and the shareholders' preemptive right will not apply.

12 Article 10 - The Company may reduce or exclude the period to exercise the preemptive right in the issue of shares, corporate bonds convertible into shares or subscription warrant, within the limit of the authorized capital, whose placement is made upon trade in stock exchange, public subscription or stock swap in a tender offer under articles 257 to 263 of the Law of Corporations. There will be no preemptive right in the granting and exerce of stock option, under article 171, par. 3, of the Law of Corporations. CHAPTER III - SHAREHOLDERS' MEETING Article 11 - The Shareholders' Meeting will be held ordinarily within the four (4) months following the end of the fiscal year, and extraordinarily whenever the corporate interests so require. Paragraph 1 - The Shareholders' Meeting will be called under the Law, and will be presided over by the Board of Directors' Chairman, who will choose the secretary. Paragraph 2 - In the absence of the Chairman of the Board of Directors or their substitute, the Chairman and the Secretary of the Table will be chosen by the shareholders present. Paragraph Three - Irrespective of the formalities of the call, any Shareholders' Meeting attended by all shareholders will be deemed regular. Paragraph 4 - Subject to the exceptions provided for in the Law and in these Articles of Incorporation, the resolutions of the Shareholders' Meeting will be adopted by majority vote, and blank votes will not be considered. Paragraph 5 - The shareholders may be represented at the Shareholders' Meetings by agents appointed under article 126, par. 1, of the Law of Corporations, and the respective powers or attorney must be filed in the principal place of business three (3) days before the date the Shareholders' Meeting will be held. Article 12 - In addition to the matters provided for in Law, the Shareholders' Meeting will: I - set the global annual fees of the Management, as well as the remuneration of the Audit Committee, if any; II - resolve on the allocation of the profit and distribution of dividends of the fiscal year, according to the proposal presented by the Company's Management; III - resolve on the conversion, consolidation, merger and spin-off of the Company, its dissolution and liquidation, elect the liquidator and the Audit Committee that will act in the period of liquidation; IV - resolve on the delisting of the Company from BM&FBOVESPA's Novo Mercado ("Novo Mercado"), which must be informed to BM&FBOVESPA in writing thirty (30) days in advance;

13 V - choose, among the qualified institutions indicated by the Board of Directors in a list of three candidates, the institution that will be responsible for preparing the appraisal report of the Company's shares for purposes of delisting from Novo Mercado or deregistration as a publicly-held company under article 13 and article 37, paragraph 1; and VI - resolve on events not provided for in these Articles of Incorporation, with due regard for the Law of Corporations and the Novo Mercado Listing Regulation. Article 13 - The specialized institution or company responsible for setting the Company's Economic Value, referred to in article 12, item V, of these Articles of Incorporation, will be chosen by majority vote (blank votes will not be considered) of the shareholders representing the Outstanding Shares present in the respective Shareholders' Meeting which, if called to order upon first call, will require the attendance of shareholders representing at least twenty per cent (20%) of all Outstanding Shares or, if called to order upon second call, may be attended by any number of shareholders representing the Outstanding Shares. Sole Paragraph - For purposes of these Articles of Incorporation: Outstanding Shares means all shares issued by the Company, except for shares held by the Controlling Shareholder, by persons associated with the Controlling Shareholder, by Directors of the Company or treasury stock; "Controlling Shareholder" means the shareholder(s) or Group of Shareholders, as defined in the Novo Mercado Listing Regulation, who exercise the Company's Controlling Power; and Controlling Power (or the related terms "Holding Company," "Controlled Company," "under Common Control," or "Control") means the power effectively used to conduct the corporate activities and direct the operation of the Company's bodies, directly or indirectly, of fact or of right, irrespective of the ownership interest held. There is rebuttable presumption about the ownership of the control with regard to the person or Group of Shareholders, as defined in the Novo Mercado Listing Regulation, that holds shares that ensure them the majority votes of shareholders that attended the last three Shareholders' Meetings of the Company, even if such person or group does not hold shares that entitle them to the majority of the voting stock. Article 14 - In the event of Company's delisting from Novo Mercado or its deregistration as a publicly-held company, the costs incurred to prepare the appraisal report referred to in article 12, item V, will be fully borne by the offeror. CHAPTER IV - MANAGEMENT Article 15 - The Company will be managed by a Board of Directors and an Executive Board, whose members will be natural persons, and the Officers must reside in the Country.

14 Sole Paragraph - The positions of Chairman of the Board of Directors and Chief Executive Officer of the Company cannot be held by the same person. Article 16 - The Directors will be elected by the Shareholders' Meeting and the Officers by the Board of Directors. The Directors will have a unified 2-year term of office, and the Officers will have a 3-year term of office, unified or not, and re-election is permitted. Paragraph 1 - The Shareholders' Meeting that resolves on the election of the Directors will designate, among the Directors elected, the Chairman of the Board of Directors. Paragraph 2 - The Directors and Officers will take office within thirty (30) days as of the dates of appointment, and only after execution of the Instrument of Investiture drawn up in the Book of Minutes of Meetings of the Board of Directors or Executive Board, as the case may be, and the respective Statement of Directors' Consent referred to in the Novo Mercado Listing Regulation, as well as compliance with the other applicable requirements. Article 17 - The Board of Directors may determine the creation of Advisory Committees to assist the Directors, and define the composition and specific attributions of such Committees. CHAPTER V - BOARD OF DIRECTORS Article 18 - The Board of Directors will have at least five (5) and no more than twelve (12) members (substitutes may be elected), and one of them will be designated Chairman, one Deputy Chairman and the others Directors. Paragraph 1 - At least twenty per cent (20%) of the Directors of the Company will be Independent Directors, as defined by the Novo Mercado Listing Regulation and Paragraph 3 below. The identification of Independent Director must be expressly declared in the Minutes of the Shareholders' Meeting that elects such Independent Director. Paragraph 2 - If, due to compliance with the percentage referred to in paragraph 1 of this article 18, the number of Directors is a fraction, then such number will be rounded to: (i) the nearest higher number, when the fraction is 0.5 or higher; or (ii) the nearest lower number, when the fraction is lower than 0.5. Paragraph 3 - For purposes of these Articles of Incorporation, "Independent Director" is the Director who: (i) has no relationship with the Company, except for the ownership interest; (ii) is not a Controlling Shareholder, spouse or relative until two degrees of the Controlling Shareholder, is not or has not been, in the last three (3) years, associated with a company or entity related to the Controlling Shareholder (except for persons associated with public educational and/or research institutions); (iii) has not been, in the last three (3) years, an employee or officer of either the Company, the Controlling Shareholder, or corporation controlled by the Company; (iv) is not a direct or indirect

15 supplier or buyer of Company's services and/or products, to an extent that entails loss of independence; (v) is not an employee or director of a corporation or entity that offers services to the Company or demands its services and/or products to an extent that entails loss of independence; (vi) is not the spouse or relative until two degrees of any director of the Company; and (vii) does not receive any remuneration from the Company other than that of a Director (cash income resulting from ownership interest is not included in this restriction). Paragraph 4 - Independent Directors are also those elected under article 141, paragraphs 4 and 5, of the Law of Corporations. Paragraph 5 - In the event of temporary impediment or position vacancy, the Chairman will be replaced by whomever the other Directors designate, until the first Shareholders' Meeting. Paragraph 6 - In case of impediment or vacancy of position of permanent member of the Board of Directors, the substitute will be appointed by the remaining Directors and will serve until the first Shareholders' Meeting. Article 19 - Without prejudice to other attributions established by Law of by these Articles of Incorporation, it is incumbent upon the Board of Directors to: I - Set the general rules of the Company's business, approving guidelines, policies and basic purposes of the Company and its controlled companies; II - Approve work plans and annual budget, investment plans and new programs for the Company and its controlled companies to grow; III - Elect and remove Officers of the Company and establish their attributions; IV - Monitor the Officers' management; examine the Company's books and papers at any time; request information on agreements executed or about to be executed, and on any other acts; V - Attribute, out of the global amount of the remuneration set by the Shareholders' Meeting, the global annual fees of the Executive Board and the Board of Directors; VI - Make a statement on the Management report and the Executive Board's accounts; VII - Authorize the distribution of interim dividends based on income assessed in interim balance sheet or to the retained earnings account or reserve in the last annual or half-yearly balance sheet; VIII - Resolve on the issue of shares or subscription warrant, within the limit of the authorized capital, setting the issue price, type of subscription and payment and other conditions for the issue, and define whether shareholders will have preemptive right in the subscription in the event provided for in article 10 of these Articles of Incorporation;

16 IX - Resolve on the issue of unsecured bonds not convertible into shares, as well as, by delegation of the Shareholders' Meeting, resolve when bonds will be issued, how they will be subscribed and placed, the type, the time and conditions for interest payment, share in the profit, and bond premium, if any, and the time and conditions of expiration, amortization or redemption; X - Resolve on the trade of shares issued by the Company to retire them or keep them in treasury, and their transfer, under article 8 of these Articles of Incorporation; XI - Choose and remove independent auditors; XII - Authorize the Executive Board to conduct transactions involving amounts higher than ten per cent (10%) of the shareholders' equity of the Company, that (i) entail disposition of permanent assets, provision of guarantees, guarantee of third party's obligations, taking out of loans, waiver of rights, transaction or encumbrance of Company's assets, in any way, and (ii) are not included in the budget approved under item II of this article; XIII - Call the Shareholders' Meeting whenever it deems convenient or as imposed by the law or by the Articles of Incorporation; XIV - Resolve on the opening or closing of branches, agencies, repositories, offices or any other establishments, in any place in the Brazilian territory or abroad; XV - Resolve on the execution of any agreements, whenever the amount involved in a given transaction exceeds two hundred million reais (R$ 200,000,000.00); XVI - Resolve on the acquisition and transfer of controlling or ownership interest in other companies, and authorize associations and execution of shareholders' agreements, except for companies organized specifically to acquire a given land or develop a specific real estate undertaking; XVII - Approve the execution of agreements between the Company or its controlled companies and the controlling shareholders or companies controlled by them, irrespective of the amount involved in the transaction; XVIII - Approve the execution of agreements between the Company or its controlled companies and any other related parties not included in item XVII above, whenever the amount involved exceeds one million reais (R$ 1,000,000.00); XIX - Define the list of three candidates of companies specialized in economic appraisal of companies, to prepare the appraisal report on Company's shares in case of tender offer for the Company to be deregistered as a publicly-held company or delisted from Novo Mercado, under article 12, V, of these Articles of Incorporation; and XX - Give statements for or against any tender offer of shares issued by the Company, through a prior substantiated opinion disclosed within fifteen (15) days as of the date of publication of the tender offer notice, and such notice will mention, at least (i) the

17 convenience and the timing of the tender offer with regard to the interest of the group of shareholders and in relation to the liquidity of their securities; (ii) the effects of the tender offer on the Company's interests; (iii) the strategic plans disclosed by the offeror with regard to the Company; (iv) other matters the Board of Directors deems relevant, as well as the information required by CVM's applicable rules. Article 20 - In addition to the duties characteristic of the position, it is incumbent upon the Chairman of the Board of Directors to: (a) manage the activities of the two (2) Management bodies of the Company; (b) call, on behalf of the Board of Directors, the Shareholders' Meeting and preside it over; and (c) call and preside over the meetings of the Board of Directors; and (d) have the casting vote at meetings of the Board of Directors, in addition to their personal vote. Article 21 - The Board of Directors will meet at least quarterly. The meetings of the Board of Directors will be held upon presence of the majority of its members, and will be called by the Chairman at least five (5) days in advance, or at least by two (2) Directors, upon written notification informing the place, date, time and agenda of the meeting. Paragraph 1 - The resolutions will be adopted by majority vote of the members attending the meeting. Paragraph 2 - Irrespective of the call formalities established in this article, any meeting attended by all Directors will be deemed regular. Paragraph 3 - The resolutions of the Board of Directors will be recorded in Minutes taken in the Company's records and signed by the Directors present. Paragraph 4 - The Directors may be represented at the Board of Directors' meetings by another Director who has been granted special powers. The Directors may also participate in such meetings by conference call or video conference, and they will be considered present at the meeting. They must confirm their vote by means of a written statement sent to the Chairman by letter, facsimile or electronic mail right after the end of the meeting. After the statement is received, the Chairman will be vested with powers to sign the minutes of the meeting on behalf of such Director. CHAPTER VI - EXECUTIVE BOARD Article 22 - The Executive Board will have at least four (4) and no more than fifteen (15) Directors elected by the Board of Directors, which will designate the Chief Executive Officer, three (3) Corporate Officers (one Chief Financial Officer, one General Counsel, and one Investment Officer) and the other Chief Operating Officers. Paragraph 1 - In case of vacancy of the Officer position or impediment of its holder, the Board of Directors will elect a new Officer or designate a substitute among the remaining Officers, either way setting a period for management and the respective expiration date.

18 Paragraph 2 - In case of absence or impediment of the Chief Executive Officer, he/she will be replaced by another Officer previously designated by him/her. Paragraph 3 - In case of absence or impediment of the other Officers, the Executive Board will decide how they will be replaced or the duties will be transferred. Article 23 - It is incumbent upon the Company's Chief Executive Officer to: I - plan, coordinate, organize, oversee and manage the Executive Board's activities; II - call and preside over the Executive Board's Meetings; III - submit to the Board of Directors' approval the work plans and annual budget, investment plans and new programs for growth of the Company and its controlled companies, implementing them under the terms approved; IV - design the operating strategies and guidelines of the Company, and establish the criteria to execute the resolutions of the Shareholders' Meeting and the Board of Directors, with participation of the other Officers; V - as instructed by the Board of Directors, organize, inspect and oversee the performance of Company's activities; VI - carry out all acts necessary for regular operation of the Company; and VII - carry out any other duties attributed by the Board of Directors. Paragraph 1 - It is incumbent upon the Chief Financial Officer to: I - plan, coordinate, organize, oversee and manage the activities related to financial transactions of the Company and its controlled companies; II - coordinate the evaluation and implementation of investment opportunities and operations, including funding; III - manage and invest financial resources, operating revenue and non-operating income; IV - manage the treasury and accounting departments; V - coordinate the relationship between the Company and financial institutions, insurers and credit institutions; VI - maintain the Company's assets duly insured; VII - perform the financial and tax control and planning; and VIII - carry out any other duties attributed by the Board of Directors. Paragraph 2 - It is incumbent upon the General Counsel to:

19 I - plan, coordinate, organize, oversee and manage the activities related to legal and regulatory matters of the Company; II - provide legal assistance to the Executive Board of the Company and its subsidiaries; III - provide legal counseling in transactions of the Company and its subsidiaries; IV - coordinate the consultations and requests made to external legal counsels; V - supervise and coordinate the Company's legal department, checking the developments of the administrative procedures and lawsuits to which the Company and/or its subsidiaries are a party; and VI - carry out any other duties attributed by the Board of Directors. Paragraph 3 - It is incumbent upon the Investment Officer to: I - foster, identify and negotiate new areas to develop projects in all business segments of the Company; II - plan, coordinate, supervise and manage the activities to achieve the development purposes set by the Company; III - identify opportunities of acquisition and negotiate with companies to establish partnerships and/or make acquisitions; and IV - carry out any other duties attributed by the Board of Directors. Article 24 - The Board of Directors will designate an Officer who will perform the function of Investors Relations Officer of the Company. Sole paragraph - The Investors Relations Officer will be responsible for representing the Company before the Brazilian Securities and Exchange Commission, shareholders, investors, stock exchange, Brazilian Central Bank and other bodies related to the activities developed in the stock market, and keeping the Company's registration as a publicly-held company updated in compliance with the applicable regulation. Article 25 - The Chief Operating Officers will have duties related to development of Company's operating activities attributed by the Board of Directors. Article 26 - The Executive Board will meet whenever the corporate interests so require, at the Company's principal place of business or in the place indicated in the notice of meeting. Paragraph 1 - The Executive Board's Meetings will be held with the presence of the majority of its members. The meetings will be called by the Chief Executive Officer at least three (3) days before the meeting, and such period may be discharged by unanimous resolution of the Officers.

20 Paragraph 2 - The resolutions of the Executive Board, which will be recorded in Minutes taken in the Company's records, will be adopted by majority vote, and the Chief Executive Officer will have the casting vote in the event of a tie. Article 27 - The Company will be represented by its Officers as plaintiff or defendant, and they are responsible for adopting the resolutions of the Shareholders' Meeting, the Board of Directors and the Executive Board and ensuring they are adopted, according to the duties attributed to them. Paragraph 1 - The Company will be represented as plaintiff or defendant by (i) two (2) Officers; (ii) one (1) Officer and one (1) attorney-in-fact; or (iii) two (2) attorneys-infact. Paragraph 2 - The Company will be represented separately by any Officer to be served process, receive court notifications and give personal testimony. Paragraph 3 - The powers of attorney granted by the Company will specify the acts and operations that may be performed, and will always be signed by two (2) Officers. The powers of attorney will always have a definite term, not exceeding one (1) year, except for those that include powers for representation in court. Article 28 - The Company's Audit Committee, which will not be permanent, will only be established when requested by the shareholders under the Law. It will have three (3) permanent members and three (3) substitutes, shareholders or not, elected by the Shareholders' Meeting at which such Audit Committee is requested. Paragraph 1 - The incumbent members of the Audit Committee will be entitled to remuneration to be set by the Shareholders' Meeting that elects them. Paragraph 2 - The Audit Committee will meet whenever necessary, and any member may call such a meeting. Paragraph 3 - The resolutions of the Audit Committee will be adopted by majority vote and recorded in the Company's records. Paragraph 4 - The members of the Company's Audit Committee will only take office after execution of the Statement of Consent of the Audit Committee's Members referred to in the Novo Mercado Listing Regulation, and after compliance with the legal requirements applicable. CHAPTER VIII FISCAL YEAR AND PROFITS Article 29 - The fiscal year starts on January 1 and ends on December 31 of each year. By the end of each fiscal year and calendar quarter, the Executive Board will prepare, based on the Company's commercial accounting, the financial statements provided for in the Law, with due regard for the rules in force.

21 Article 30 - Out of the net income of the period, after deduction of the retained losses and the provision for the Income Tax, if any, five per cent (5%) will be allocated to form the legal reserve, which will not exceed twenty per cent (20%) of the capital. Out of the balance adjusted under article 202 of the Law of Corporations, if any, twenty-five per cent (25%) will be used to pay the mandatory dividend. Paragraph 1 - The Shareholders' Meeting may attribute to the Reserve for Investments, which will not exceed eighty per cent (80%) of the subscribed capital, amount corresponding to at least five per cent (5%) and no more than seventy-five per cent (75%) of the net profit of the period, adjusted under article 202 of the Law of Corporations, in order to fund the growth of the Company's activities and/or its controlled companies and affiliated companies, also by subscribing to capital increases. Paragraph 2 - The adjusted net profit, if any, will be allocated as decided by the Shareholders' Meeting. Article 31 - The dividends attributed to the shareholders will be paid within the periods established in Law; if they are not claimed within three (3) years as of the publication of the resolution that authorized their distribution, they will be time-barred to the Company's benefit. Article 32 - The Company may prepare balance sheets every six months, or within shorter periods, and, by resolution of the Board of Directors, may declare dividends to the account of profits assessed in these balance sheets, on account of the total to be distributed by the end of the respective fiscal year, with due regard for the limitations provided for in Law. Paragraph 1 - By resolution of the Board of Directors, interim dividends may be declared to the account of retained earnings or appropriated retained earnings existing in the last balance sheet prepared, including to the account of Reserve for Investments referred to in article 30, par. 1. Paragraph 2 - By resolution of the Board of Directors, the Company may pay interest on the shareholders' equity to its shareholders and attribute it to the dividends amount, including the mandatory dividend referred to in the end of the head provision of article 31. CHAPTER IX LIQUIDATION Article 33 - The Company can only be dissolved and go into liquidation upon resolution of the Shareholders' Meeting or in the other cases provided for in Law. Sole Paragraph - The Shareholders' Meeting that resolves on the liquidation will also appoint the liquidator and set his/her remuneration.

22 CHAPTER X - TRANSFER OF CONTROLLING INTEREST, DEREGISTRATION AS A PUBLICLY-HELD COMPANY AND DELISTING FROM NOVO MERCADO Article 34 - The Transfer of the Company's Controlling Interest, either through a single transaction or through successive transactions, will be made on condition, precedent or subsequent, that the Transferee undertakes to make, under the conditions and terms of the effective legislation and Novo Mercado Listing Regulation, a tender offer for shares of the other shareholders of the Company, in order to ensure them the same treatment given to the Transferor Controlling Shareholder. Article 35 - The tender offer referred to in the previous article will also be required: I. in the event there is assignment with consideration of shares subscription rights and other ownership or rights related to securities convertible into shares, which may result in the Transfer of the Company's Controlling Interest; or II. in the event of transfer of the controlling interest of a corporation that holds the Controlling Power of the Company, in which case the Transferor Controlling Shareholder will be required to declare to BM&FBOVESPA the value assessed for the Company in such transfer and submit documentation proving such value. Sole Paragraph - For purposes of these Articles of Incorporation: Transfer of Company's Controlling Interest means the transfer of the Controlling Stock to a third party, for value; Controlling Interest means the group of shares that directly or indirectly entitle its holder(s) to exercise the Controlling Power of the Company on an individual and/or shared basis; and Transferor Controlling Shareholder means the Controlling Shareholder who transfers the control of the Company. Article 36 - Anyone who acquires the Company's Controlling Power as a result of private stock purchase agreement executed with the Controlling Shareholder, involving any number of shares, is required to: I. make the tender offer referred to in article 35 of these Articles of Incorporation; II. pay, under the terms described in the Sole Paragraph of this article, the amount equivalent to the difference between the tender offer price and the amount paid for any share purchased on stock exchange in the six (6) months prior to the date the Controlling Power was acquired, duly adjusted for inflation by the SELIC interest tare until the date of payment; and