NOTICE OF ANNOUNCEMENT OF A VOLUNTARY PUBLIC TENDER OFFER FOR THE ACQUISITION OF COMMON SHARES ISSUED BY

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1 This Notice of Announcement is a free translation to English of the Edital published in Brazil in the Portuguese language on December 29, 2015 in the papers Jornal Diário, Comércio, Indústria & Serviços, Valor Econômico and Diário Oficial da União. To make an informed decision, shareholders should carefully read the information regarding the tender offer contained in the Edital and any announcements and other documents related to the tender offer that are available on the website You should not construe the contents of this Notice of Announcement as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel, tax and financial advisors as to legal and related matters concerning any transaction described herein. This Notice of Announcement does not intend to provide securities valuation standards to third parties and should not be considered as a recommendation for selling or buying any securities. No divestment, investment or other financial decisions or actions should be based solely on the information in this Notice of Announcement. This notice should not serve as a basis to any contract, agreement or engagement letters in any form. Neither Cromossomo Participações II Ltda., Banco Bradesco BBI S.A. nor Banco BTG Pactual S.A., nor any of their affiliates make any recommendation as to whether you should accept the terms and conditions of the proposed transaction. NOTICE OF ANNOUNCEMENT OF A VOLUNTARY PUBLIC TENDER OFFER FOR THE ACQUISITION OF COMMON SHARES ISSUED BY DIAGNÓSTICOS DA AMÉRICA S.A. A Publicly-held Corporation CVM Code No CNPJ/MF No / NIRE BM&FBOVESPA Trading Code: DASA3 ISIN Code: BRDASAACNOR1 ON BEHALF AND FOR THE ACCOUNT OF CROMOSSOMO PARTICIPAÇÕES II S.A. CNPJ/MF No / NIRE No INTERMEDIATED BY BANCO BRADESCO BBI S.A. CNPJ/MF No / AND, AS FINANCIAL ADVISOR, BANCO BTG PACTUAL S.A. CNPJ/MF No / BANCO BRADESCO BBI S.A., a financial institution with headquarters in the city of São Paulo, State of São Paulo, at Avenida Paulista, No , 8 th floor, enrolled with the Corporate Taxpayers Registry of the Ministry of Finance ( CNPJ/MF ) under No / , in its capacity as intermediary financial institution ( Intermediary Institution ), on behalf and for the account of CROMOSSOMO PARTICIPAÇÕES II S.A., a corporation with headquarters at Rua Joaquim Floriano, No. 413, suite 112, part, Itaim Bibi, in the city of São Paulo, State of São Paulo, ZIP Code , enrolled with the CNPJ/MF under No / ( Offeror ), controlling shareholder of DIAGNÓSTICOS DA AMÉRICA S.A., a corporation with headquarters at Avenida Juruá, No. 434, Alphaville, in the city of Barueri, State of São Paulo, ZIP Code , enrolled with the CNPJ/MF under No / ( Company or DASA ), hereby submits to the non-controlling shareholders of the Company ( Shareholders ) this voluntary public tender offer for the acquisition of common shares issued by the Company ( Shares ), corresponding to up to all Shares held by the Shareholders, with the purpose of delisting the Company from the Novo Mercado special trading segment of the BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros ( Novo Mercado, BM&FBOVESPA, and Novo Mercado Delisting, respectively), according to the terms of this Notice of Announcement of Public Tender Offer for Acquisition #

2 ( Notice of Announcement ) and pursuant to Law No , dated December 15, 1976, as amended ( Brazilian Corporations Law ), the Company s by-laws, the Instruction issued by the Brazilian Securities Commission ( CVM ) No. 361, dated March 5, 2002, as amended ( CVM Instruction 361 ), and Listing Rules of the Novo Mercado Segment ( Novo Mercado Rules ), for the purposes of and subject to the conditions set forth below ( Offer ). 1 PRELIMINARY INFORMATION 1.1 Notice of Announcement Information. This Notice of Announcement was prepared based on information provided by the Offeror in order to comply with the provisions of CVM Instruction 361, Novo Mercado Rules, and the Company s by-laws to conduct this Offer, and provides the Shareholders with the information required to make independent and informed decisions regarding the acceptance of this Offer. 1.2 History. On April 27, 2015, the Company disclosed to the market a material fact announcing that it had been informed by the Offeror that the Offeror intended to conduct this Offer, with the purpose of carrying out the Novo Mercado Delisting, pursuant to the terms and conditions provided by applicable laws and regulations ( Material Fact ). On May 11, 2015, the Company disclosed a material fact to the market informing that it had received a letter from the Offeror, as requested by the Board of Directors of the Company, with clarifications regarding the Offeror s reasons to conduct the Offer. In its letter, the Offeror informed that it intended to increase its equity interest in the Company in order to provide more flexibility to the Company s capital structure, and presented the option to conduct the Offer with the purpose of carrying out the Novo Mercado Delisting, taking into account that the increase in the equity interest of the Company would preclude compliance with the rule provided in item 3.1 (vi) of the Novo Mercado Rules. For more information on the reasons that led the Company s controlling shareholders to approve the Offer for the Novo Mercado Delisting, see the votes cast at the extraordinary shareholders meeting of the Company held on June 8, On May 16, 2015, the Board of Directors of the Company presented a list of three expert institutions or firms for preparation of the Valuation Report (as defined below) ( List ). On May 18, 2015, an extraordinary shareholders meeting was called and it approved on June 8, 2015: (i) the Novo Mercado Delisting, conditioned on the conduction of the Offer by the Offeror; and (ii) the choice of a Valuation Report Provider, selected from the List, by majority vote of the shareholders holding Outstanding Shares (as defined in item below) who attended the meeting, blank votes and votes cast by the Offeror were disregarded. On July 8, 2015, the Valuation Report Provider prepared the Company s Valuation Report, made available by the Company on its website on the same date. On July 17, 2015, the BM&FBOVESPA submitted to representatives of the Company and of the Offeror, as disclosed by the Company in its material fact dated July 20, 2015, comments to the Valuation Report that had been made public on July 8, On August 1, 2015, the Company disclosed a material fact including an updated version of the Valuation Report, pursuant to the comments made by the BM&FBOVESPA. On December 1, 2015, the Board of the CVM authorized, pursuant to Article 35 of CVM Instruction 361, the exemption from the requirement provided by Article 15 of CVM Instruction 361 regarding a minimum or maximum number of shares to be acquired in the Offer, as provided in item 2.11 below. 1.3 Registration as a Publicly-held Company. The registration of the Company as issuer of class A securities was granted by the CVM on November 5, 2004, under No Under no circumstances shall this Offer imply the cancellation of registration of the Company as issuer of class A securities. 2

3 1.4 Legal Basis. This Offer shall be conducted pursuant to Articles 40 and 43 of the Company s by-laws, Article 31 of CVM Instruction 361, and Section XI of the Novo Mercado Rules, due to the intention of the Offeror to carry out the Novo Mercado Delisting, as disclosed in the Material Fact. 2 THE OFFERING 2.1 Corporate Approvals. The conduction of the Offer was approved in a meeting of the Board of Directors of the Offeror held on April 24, 2015, the minutes of which were duly filed with the Board of Trade of the State of São Paulo on May 14, 2015, under No / Absence of Registration of the Offer. The Offer contemplated in this Notice of Announcement shall not be subject to registration with the CVM. The Offer shall observe, as applicable, the general proceeding for public tender offers for acquisition provided for in Articles 4 to 8-A, 10 to 12, and 14 to 15-B of CVM Instruction 361, as set forth by paragraph 2 of Article 2 of CVM Instruction Form. This Offer shall be consummated by means of an auction ( Auction ) to be conducted on the Bovespa Segment of the BM&FBOVESPA S.A. Bolsa de Valores Mercadorias e Futuros ( BM&FBOVESPA ). 2.4 Term of Validity. This Offer shall remain valid until February 1 st, 2016, including, which is the date on which the Auction shall take place ( Auction Date ), without prejudice to Subsequent Acquisitions (as provided in item 5.9 below). 2.5 Offeror. As of the date of publication of this Notice of Announcement, the Offeror is indirectly controlled by Mr. Edson de Godoy Bueno and Mrs. Dulce Pugliese de Godoy Bueno, who together with the Offeror hold 71.94% (seventy-one point ninety-four percent) of the total Shares. For more information on the Offeror, see item 10 of this Notice of Announcement. 2.6 Shares Sought in this Offer. The Offeror agrees to acquire, through the Intermediary Institution, an aggregate number of up to 86,580,887 (eighty-six million, five hundred eighty thousand, eight hundred eighty seven) Shares, corresponding to all Outstanding Shares (as defined below), also including the Shares held by the management of the Company ( Shares Sought in this Offer ), corresponding in the aggregate to 27.77% (twenty-seven point seventy-seven percent) of the capital stock of the Company. In this Offer: (i) Shares held by direct or indirect controlling shareholders of the Company and persons affiliated to them; and (ii) treasury Shares shall not be sought to be acquired in this Offer on the Auction Date Outstanding Shares. For the purposes of this Notice of Announcement, Outstanding Shares mean all Shares, except for: (i) Shares held by direct or indirect controlling shareholders of the Company, including the Offeror and persons affiliated to them; (ii) Shares held by the management of the Company; and (iii) treasury Shares on the Auction Settlement Date No Restriction on the Shares. Upon agreeing to dispose of the Shares Sought in this Offer, the Shareholders represent that the Shares Sought in this Offer are free and clear from any security interests, liens, charges, usufructs, encumbrances, or any other form of restriction that may hinder their free distribution or transfer and that may prevent the full and prompt exercise, by the Offeror, of any ownership, 3

4 political or rights of any other nature arising out of the ownership of the Shares or the full meeting of the trading requirements set forth in the Rules of Operation of the Clearing and Settlement Chamber of the BOVESPA Segment and the Depositary Facility of the BM&FBOVESPA (as defined below) Dividends and Interest on Shareholders Equity. In the event that the Company declares dividends and/or interest on shareholders equity by the Auction Settlement Date (as defined below), the relevant payments shall be made in the manner prescribed in Article 205 of the Brazilian Corporations Law to the owners of the Shares or to individuals who hold usufruct rights on the date informed in the corporate act that approves the declaration of dividends or interest on shareholders equity. 2.7 Conditions Conditions for the Novo Mercado Delisting. On June 8, 2015, the Company s extraordinary shareholders meeting approved the Novo Mercado Delisting, which is conditioned upon effectiveness and completion of this Offer, pursuant to items 11.1 and 11.2 of the Novo Mercado Rules and Article 40 of the Company s by-laws Conditions of the Offer. This Offer is conditioned upon the non-occurrence of any of the events listed below by 9:00 a.m. (Brasília time) on the business day immediately prior to the Auction Date, except for express waiver of such condition by the Offeror, stated in the manner provided for in item below: (i) (x) change in the business, conditions, revenues, operations, or assets of the Company and/or its directly or indirectly controlled entities representing or expected to represent 5% (five percent) or more of the Company s income before income tax and social contribution, taking into account for this purpose, the income recorded on the last financial statements that were made public by the Company; or (y) knowledge by the Offeror of any circumstance causing or expected to cause a change by 5% (five percent) or more in the value of the Company or its directly or indirectly controlled entities, or in the value of the Shares, as a result of any of the following events: (a) the issuance, by any federal, state or local governmental authority of Brazil (including, without limitation, the Executive, Legislative, and Judiciary authorities), of any decree, order, judgment, or act: (I) challenging, restricting, or limiting the ability of the Offeror to conduct the Offer, hold and acquire Shares, exercise all rights arising out of it, or receive distributions related thereto; (II) determining the termination of or amendment to the terms and conditions of any granted licenses, authorizations, or concessions required for purposes of the businesses of the Company or any of its directly or indirectly controlled entities; (III) determining any expropriation, seizure, or limitation on the free disposal of assets of the Company or its directly or indirectly controlled entities; (IV) imposing additional obligations of investment, rendering of services, or implementation of measures that are excessively burdensome on the Company or any of its directly or indirectly controlled entities; (V) suspending, restricting, or limiting the conduction of transactions in the foreign exchange markets, or the inflow or outflow of funds into or out of Brazil; (b) any war or serious civilian or political disturbance, either in Brazil or abroad; (c) the occurrence of any natural disaster, such as, earthquakes, 4

5 floods, or similar events, or any other external factor causing significant damage to the Company and affecting the ordinary course of their respective businesses; (ii) (iii) (iv) a decrease of 20% (twenty percent) or more, at the closing of the trading session of the BM&FBOVESPA, on the business day immediately before the Auction Date, in the trading price of the Shares, compared to the trading price on the last day of trading of the Shares until December 23, 2015, which was of R$7.59 (seven Reais and fifty-nine centavos) per Share; the enactment of any act by any governmental authority preventing the Offeror from conducting the Offer or imposing on the Offeror an obligation to acquire or dispose of the Shares; general suspension, or limitation, of the trading of securities in general, including the Shares, on the BM&FBOVESPA, for more than 24 hours Occurrence of Conditions. If, at any time between the date of publication of this Notice of Announcement and 9:00 a.m. (Brasília time) on the business day immediately preceding the Auction Date, any of the events listed under item above occurs, the Offeror shall disclose, by 10:00 a.m. on the business day immediately preceding the Auction Date, a notice to the market and a letter to the Director of Transactions of the BM&FBOVESPA and to the Company (which, on its turn, shall disclose a material fact informing this event to the market), clarifying whether the Offer shall be maintained (upon a waiver of such condition by the Offeror, as provided in item below) or cancelled, thus, losing its effectiveness Waiver of Condition. The Offeror may, at its exclusive discretion, waive any of the conditions listed under item above, in which case the Offer shall uphold its validity and effectiveness, even when the relevant waived condition(s) has(have) not occurred. Any waiver to any of the conditions provided in item above shall be expressly disclosed by the Offeror, by means of a notice to the market and a letter to the Director of Transactions of the BM&FBOVESPA and to the Company (which, on its turn, shall disclose a material fact informing this event to the market). 2.8 Change or Revocation of the Offer. Any change in the terms and conditions of the Offer or the revocation thereof shall be widely disclosed by means of the publication of a material fact Amendment to the Notice of Announcement. Any modification of the Offer shall entail the publication of an amendment to this Notice of Announcement ( Amendment ), highlighting the modifications introduced with an indication of a new date for the conduction of the Auction, which shall observe the following terms: (i) (ii) a minimum term of ten (10) days, in case of increase in the Price per Share (as defined below) or waiver of any condition of effectiveness of the Offer, or twenty (20) days, in other cases, counted from the date of publication of the Amendment; and a maximum term of thirty (30) days counted from the publication of the Amendment or forty-five (45) days counted from the publication of this Notice of Announcement, whichever is longer. 5

6 2.9 Opinion of the Board of Directors of the Company. Pursuant to item XXX of Article 20 of the Company s by-laws and item 4.8 of the Novo Mercado Rules, the Board of Directors of the Company shall prepare and make public, within up to fifteen (15) days after the date of publication of this Notice of Announcement, an opinion accepting or rejecting the Offer. Any person interested in this Offer may obtain a copy of the opinion of the Board of Directors, as soon as it is effective, on the websites of the Company and of the CVM; the website addresses are listed in item 12.5 below Consequences of the Acceptance of the Offer. Upon accepting this Offer, each Shareholder agrees to dispose of ownership of the Shares Sought in this Offer, including all rights arising out of it relating to the Shares, in accordance with the terms and conditions provided for in this Notice of Announcement No Minimum or Maximum Number of Shares to be Acquired in this Offer. On December 1, 2015, the Board of CVM granted, pursuant to Article 35 of CVM Instruction 361, an exemption from the requirement provided by Article 15 of CVM Instruction 361 regarding a minimum or maximum number of shares to be acquired in the Offer. Accordingly, the Offeror shall purchase all shares registered under sell orders in the Auction, as provided by item 4.6 of this Notice of Announcement. 3 PRICE 3.1 Price per Share. The Offeror attributes to each Outstanding Share the value of R$10.50 (ten Reais and fifty centavos) ( Price per Share ). The Price per Share is approximately 7.1% (seven point one percent) higher than the closing price on April 24, 2015 and approximately 5.0 % (five percent) higher than the weighted average price of the Shares in the 90 (ninety) days before April 24, 2015, including on the BM&FBOVESPA. Notwithstanding, the Price per Share is approximately 38.3% (thirty-eight point three percent) higher than the closing price on the second business day immediately prior to the publication of the Notice of Announcement and approximately 20.2% (twenty point two percent) higher than the weighted average price of the Shares in the 90 (ninety) days before the publication of the Notice of Announcement, including on the BM&FBOVESPA. The Price per Share complies with the provisions of Articles 40 and 43 of the Company s by-laws and item 11.2 of the Novo Mercado Rules, and is supported by the Valuation Report, which was exclusively prepared for this purpose in an independent manner by the Valuation Report Provider ( Valuation Report ), which attributed to the Shares, using the discounted cash flow method, a value between R$10.32 and R$11.35, with a mid-point of the price range at R$ The Valuation Report Provider was selected from the List by majority vote of shareholders of Outstanding Shares present at the Company s extraordinary shareholders meeting held on June 8, 2015, excluding: (i) blank votes; (ii) votes from controlling entities of the Company, the Offeror, Mr. Edson Godoy Bueno, and Mrs. Dulce Pugliese de Godoy Bueno; (iii) votes from persons affiliated to item (ii); and (iv) votes from the management of the Company Adjustments for Dividends and Interest on Shareholders Equity. Any dividends or interest on shareholders equity declared by the Company between the date of publication of this Notice of Announcement and the business day immediately prior to the Auction Date or the date on which the period for the Subsequent Acquisition ends (as defined in item 5.9 below), as applicable, shall be deducted from the Price per Share if the Shares Sought in this Offer come to be 6

7 traded ex-dividends or ex-interest on shareholders equity during the relevant period Adjustments for Reverse Stock Splits and Stock Splits. In the event that the capital stock of the Company is altered from the date of publication of this Notice of Announcement and the Auction Date or the date on which the Subsequent Acquisition period ends, as applicable, by virtue of any reverse stock splits of the Shares or stock splits of the Shares, the Price per Share shall be adjusted based on the number of Shares resulting from the change in the capital stock and shall be widely disclosed by means of a material fact Adjustments of Price. In the event of adjustment in the Price per Share as provided in items and above, the Offeror shall disclose a notice to the market and send a letter clarifying such adjustments to the Director of Transactions of the BM&FBOVESPA and to the Company (which, on its turn, shall make publicly available a material fact disclosing this event to the market), informing the final Price per Share with two decimal points, until the last business day immediately prior to the Auction Date or to the date on which the Subsequent Acquisition period ends, as applicable Form of Payment. Payment of the Price per Share within the scope of the Offer shall be made on demand, in Brazilian official currency, on the Auction Settlement Date (as defined below), according to the procedures of the Clearing and Settlement Chamber of the BOVESPA Segment of the BM&FBOVESPA, or on the date on which the period for payment of Subsequent Acquisition ends, as provided in item 5.9 below. 4 ELIGIBILITY FOR THE AUCTION 4.1 Application for Eligibility. The shareholder willing to participate in the Auction shall apply for eligibility in this respect with the Intermediary Institution or any other Brokerage Firm, from the date of publication of this Notice of Announcement by 6:00 p.m. of January 29, 2016, the business day immediately preceding the Auction Date ( Application Period ), to be represented in the Auction, in accordance with the terms and procedures provided in this Notice of Announcement. In order to apply for eligibility in the Auction, Shareholders willing to participate in the Auction shall fulfill the registration procedures as required by the relevant Brokerage Firm, as well as the requirements provided in the Rules of Operation of the Clearing and Settlement Chamber of the BOVESPA Segment and the Depositary Facility of the BM&FBOVESPA. 4.2 Registration with the Brokerage Firm and Required Documents. The Shareholder willing to apply for eligibility in the Auction shall (i) have a previously opened account with a Brokerage Firm of his/her free choice or make arrangements to open the relevant account, in accordance with the specific procedures of each Brokerage Firm, and (ii) request information from the Brokerage Firm regarding the documents required for eligibility in the Offer. Nonetheless, it is advisable that Shareholders present themselves personally or through a duly constituted attorney, before Brokerage Firms with their respective updated registration form, or with a certified copy of the documents listed below, as applicable; provided that, for registration purposes, additional information and/or documents may be requested, at the discretion of the Brokerage Firms: 7

8 (i) (ii) (iii) (iv) Natural Person. Identity Card (RG), evidence of enrollment as a Taxpayer with the Individual Taxpayer s Registry of the Ministry of Finance ( CPF/MF ) and evidence of residence address. Legal representatives of estates, minors, and interdicts, as well as attorneys for Shareholders shall also present originals or certified copies of the documentation granting the required representation powers and certified copies of the Identity Card (RG) and the CPF/MF. Representatives of estates, minors, and interdicts shall also present the relevant court authorization. Legal Entities. Articles of incorporation or by-laws, evidence of enrollment with the CNPJ/MF, corporate documentation granting the required representation powers, and certified copies of CPF/MF, Identity Card (RG), and evidence of residence address of their representatives. Shareholders residing abroad may be compelled to present other representation documents. Resolution 4,373 Investor. Any Shareholder investing in the Shares in reliance upon the mechanism provided in Resolution 4,373, dated September 29, 2014, issued by the Central Bank of Brazil ( 4,373 Investor ), shall provide, in addition to the documents listed above, a document attesting his/her number of registration with the CVM and the Central Bank of Brazil (in this latter case, the number of the Registro Declaratório Eletrônico RDE), as well as a statement of the custody position, showing the number of Shares held by him/her to be disposed of in the Auction. If the 4,373 Investor is a foreign natural person, he/she shall also present, in addition to the aforementioned documents, a certified copy of the evidence of enrolment with the CPF/MF. Universality of Assets (Such as Estates and Investment Funds). Address of the representative, telephone, , and certified copy of the documentation evidencing the representation powers granted to the relevant representative in connection with this Offer The Offeror informs the Shareholders willing to apply for eligibility in the Auction that the procedure relating to the analysis of the documents and the transfer of the Shares Sought in this Offer described above is subject to internal rules and procedures of the relevant Brokerage Firms, custodians, representatives of nonresident investors, and the BM&FBOVESPA. Shareholders willing to apply for eligibility in the Auction shall timely take all the necessary measures in connection with the eligibility process to participate in the Auction. 4.3 Term for Deposit of Shares of Shareholders Recorded in the Share Register Book. Shareholders recorded in the share register book of the Company willing to participate in the Auction by selling their Shares Sought in this Offer shall apply for eligibility in the Auction by accrediting any Brokerage Firm, at least 5 (five) business days before the Auction Date, so as to allow the deposit of the Shares for custody of the Asset Depositary Facility of the BM&FBOVESPA ( BM&FBOVESPA Depositary Facility ) Instruction for Transfer of Ownership of the Shares. The aforementioned act of deposit of the aforementioned Shares Sought in the Offer implies an instruction to the BM&FBOVESPA Depositary Facility to the effect that, as of the Auction Settlement Date (as defined below), the ownership of the Shares Sought in the Offer be transferred to the Offeror, on the date of receipt of the Price per Share by the Shareholders. 8

9 4.3.2 Shares Sought in the Offer Deposited with the BM&FBOVESPA Depositary Facility. The Eligible Shareholder willing to sell his/her Shares shall, through his/her Brokerage Firm (which shall be a custodian agent with the BM&FBOVESPA Depositary Facility), transfer the Shares Sought in the Offer to portfolio , kept by the BM&FBOVESPA Depositary Facility exclusively for this purpose by 1:00 p.m. of the Auction Date Cancellation of Orders. Registered sell orders which corresponding Shares Sought in this Offer are not deposited in the portfolio referred to in item above by 1:00 p.m. (Brasilia time) of the Auction Date shall be cancelled by the BM&FBOVESPA, prior to the beginning of the Auction Observance of Terms. Each Shareholder is responsible for taking the appropriate action to: (a) cause the deposit of the Shares Sought in the Offer with the BM&FBOVESPA Depositary Facility to be made in a timely manner to allow the respective eligibility for the Auction, subject to the procedures of each Brokerage Firm and the provisions of item 4.3 of this Notice of Announcement; and (b) transfer his/her Shares Sought in the Offer to the custody of the BM&FBOVESPA Depositary Facility, by 6:00 p.m. (São Paulo time) of the business day immediately prior to the Auction. Shareholders shall comply with all requirements for the trading of shares set forth in the Rules of Operations of the BOVESPA Segment of BM&FBOVESPA Loan/Lease of Assets. Shareholders with lender positions in asset loan agreements willing to apply for eligibility as selling shareholders in the Auction shall observe the following proceedings: (i) (ii) agreements containing an early settlement clause: the lending Shareholder shall request the settlement, through the BTC system, with due observance of the term provided for the return of the Shares Sought in the Offer by the borrower, that is, by 8:00 p.m. (Brasília time) of the third business day (D+3) from the date of the request, for orders placed by 9:30 a.m. or by 8:00 p.m. (Brasília time) of the forth business day (D+4) from the date of the request, for orders placed after 9:30 a.m.; agreements without an early settlement clause: the lending Shareholder shall request the amendment to the agreement, through the BTCNET system, so that the field reserved to Reversible Lender is changed from NO to YES. The amendment to provide for the early settlement of the loan/lease agreement is conditioned upon acceptance by the borrower. In case of amendment to the agreement, the same procedure provided for agreements containing an early settlement clause shall be observed (see item above) Forward Contracts involving the Shares Sought in the Offer. Investors with duly covered long positions in forward contracts willing to apply for eligibility in the Auction shall adopt one of the following procedures: to (i) request the Settlement by Difference of the contracts, 4 business days prior to the final date for transfer of shares to the portfolio; (ii) request the Special Settlement by Difference of the contracts, 3 business days prior to the final date for transfer of shares to the portfolio; or (iii) request the Early Settlement of the contracts, 2 business days prior to the final date for transfer of shares to the portfolio. Only 9

10 parties to contracts covered by the relevant Shares Sought in the Offer are eligible to request settlement In these cases, the lender shall receive the Shares Sought in the Offer in its custodian account in a timely manner to enable their transfer to the portfolio and to take all other necessary actions provided for in this Notice of Announcement for eligibility purposes. In the event the borrower fails to return the Shares Sought in the Offer within the period set forth, the procedures described in Chapter IV of the Operational Procedures of the Clearing, Settlement and Operation Risk Management Chamber of the Bovespa Segment and BM&FBOVESPA Depositary Facility shall be adopted. 4.4 Shareholders Failing to Present the Documents Required for Eligibility Purposes. Any Shareholder failing to (i) timely present all documents required by the Brokerage Firm for purposes of eligibility for the Auction, or (ii) cause the transfer of the Shares to the BM&FBOVESPA Depositary Facility, as provided in this Notice of Announcement, shall not be eligible to participate in the Auction Eligible Shareholder. Shareholders that complied with the eligibility procedures as provided in items 4.1 to 4.3 above shall be referred to, individually, as Eligible Shareholder and, jointly, as Eligible Shareholders. 4.5 Verification of Documents and Transfer of the Shares. The Offeror hereby warns the Shareholders that the procedures for verification of the documents, as well as for transfer of shares, detailed in this Notice of Announcement, are subject to the rules and internal procedures of the Brokerage Firms, depositary institutions, and the BM&FBOVESPA Depositary Facility. Accordingly, Shareholders shall take the necessary action reasonably in advance to be eligible to participate in the Auction. The Offeror shall not be liable for any problem or issue in connection with the verification of the documents or the transfer of the shares that may prevent or hinder the eligibility of the Shareholder to participate in the Auction. 4.6 Acceptance of the Offer. The final acceptance of the Offer by each Shareholder shall occur until the beginning of the Auction, through the Brokerage Firm in which the Shareholder has applied for eligibility, upon registration of the sell order in the Auction. Any withdrawal of the Offer shall be notified by the Eligible Shareholder to the relevant Brokerage Firm, in a timely manner to allow the Brokerage Firm to cancel or reduce the sell orders (as applicable) registered in the name of the Eligible Shareholder. Acceptance of the respective Offer and the offer to sell the Shares shall be irrevocable and irreversible from that time onwards. 5 THE AUCTION 5.1 Auction Date. The Auction shall occur on the Auction Date, that is, on February 1 st, 2016, at 3:00 p.m., São Paulo time, through the Trading System of the BM&FBOVESPA Bovespa Segment. 5.2 Regulations of the BM&FBOVESPA. The Auction shall observe the rules established by the BM&FBOVESPA, and the Eligible Shareholders willing to accept the Offer shall meet the requirements for the trading of Shares contained in such regulation. The Eligible Shareholders may accept the Offer through any participant of securities authorized to operate in the Bovespa segment of the BM&FBOVESPA (each of them hereinafter individually referred to as Brokerage Firm, and collectively, Brokerage Firms ). 10

11 5.3 Interference in the Auction and Competing Tender Offer. Any third party may interfere with a tender offer for the Shares Sought in the Offer in the Auction or make a competing tender offer, pursuant to Article 12, paragraph 2, item II ( Interference ) and Article 13 of CVM Instruction 361 ( Competing Tender Offer ), respectively Proceeding for Interference in the Auction and Competing Tender Offer. The Competing Tender Offer shall be launched and the interest in the interference shall be disclosed within ten (10) days before the Auction Date, with a price corresponding to, at least, five per cent (5%) above the Price per Share, pursuant to Article 12, paragraphs 4 and 5 and Article 13, paragraphs 2 and 3 of CVM Instruction Price Variation. If no interference occurs or no notice of announcement of the Competing Tender Offer is published, the Auction shall adopt procedures that assure the right of the Offeror to increase the Price per Share during the Auction, and such new price shall apply to all Eligible Shareholders that accepted previous bids, pursuant to Article 12, paragraph 2, item I of CVM Instruction Costs and Brokerage Commissions. All costs, brokerage commissions, and fees relating to the sale of the Shares Sought in the Offer shall be borne by the respective selling shareholders and the costs, brokerage commissions, and fees relating to the purchase of the Shares Sought in the Offer shall be borne by the Offeror. Expenses associated with the conduction of the Auction, such as fees and emoluments charged by the BM&FBOVESPA shall abide by the price schedules in effect as of the Auction Date and the applicable legal provisions in force. 5.6 Brokerage Firm Representing the Offeror. The Intermediary Institution shall be the representative of the Offeror in the Auction. 5.7 Acceptance Procedure through Brokerage Firms. By 1:00 p.m. of the Auction Date, Brokerage Firms representing Eligible Shareholders shall inform the BM&FBOVESPA about the offer to sell, including the number of Shares Sought in the Offer held by the Eligible Shareholders that will be represented by the Brokerage Firms, by recording the sell orders in the electronic trading system of the Bovespa segment of the BM&FBOVESPA through code DASA3L. 5.8 Period for Change, Cancellation, and Confirmation of Orders. By 1:00 p.m. (Brasília time) of the Auction Date, Brokerage Firms representing Eligible Shareholders may record, change, or cancel registered offers through the electronic trading system of the Bovespa segment. From 1:00 p.m. (Brasília time) of the Auction Date until the beginning of the Auction at 3:00 p.m. (Brasília time), only cancellations, decreases in number or changes in the price of offers to sell shall be allowed. As of the beginning of the Auction, offers to sell shall be considered, for all purposes, irrevocable and irreversible, and only Eligible Shareholders shall be allowed to decrease the prices Brokerage Firms are responsible for recording offers to sell for the Shares Sought in the Offer deposited in the portfolios referred to in item of this Notice of Announcement. Sell orders shall be accepted by 1:00 p.m. (Brasília time) of the Auction Date. 5.9 End of Trading and Sale in the 3 (Three) Months Following the Auction. The Offeror is willing to broaden the coverage included in paragraph 2 of Article 10 of CVM Instruction 361, in connection with the obligation of the Offeror to acquire the Shares Sought in the 11

12 Offer within three months following the Auction in the event the adhesion to the Offer exceeds 2/3 of the Outstanding Shares, such that the obligation is maintained during that period in the event the adhesion to the Offer exceeds 1/3 of the Outstanding Shares Accordingly, in the event the Offeror acquires more than 1/3 of the Outstanding Shares in the Offer, any Shareholder willing to sell his/her Shares Sought in the Offer to the Offeror may present a request to his/her Brokerage Firm during the 3 (three) months following the Auction, that is, from February 2 nd, 2016 through May 2 nd, The Offeror shall acquire the Shares Sought in the Offer and pay the Price per Share to the relevant Shareholders, in Brazilian official currency, adjusted by the Índice Nacional de Preços ao Consumidor Amplo IPCA for the past 12 (twelve) months before the date of publication of this Notice of Announcement, pro rata temporis from the Auction Settlement Date to the date of actual payment, and adjusted for any payment related to dividends, interest on shareholders equity, reverse stock splits and/or stock splits, as applicable, pursuant to the provisions of items and above, which payment shall occur within up to 15 days after placement of the sell order on the stock exchange and/or request of the relevant Shareholder to sell his/her Shares Sought in the Offer ( Subsequent Acquisitions ). 6 SETTLEMENT 6.1 Form of Settlement. The financial settlement of the Auction shall be made in accordance with the rules adopted by the BM&FBOVESPA Clearing and Settlement Facility, under the gross settlement mode, as defined in Chapter VII of the Operational Procedures of the BM&FBOVESPA Clearing and Settlement Facility. The BM&FBOVESPA Clearing and Settlement Facility shall not act as a central counterparty guaranteeing the settlement of the Auction. The BM&FBOVESPA Clearing and Settlement Facility shall act as a facilitator of the settlement of the Auction in accordance with this Offer The financial settlement of the Offer shall be made in a single installment, in three (3) business days after the Auction Date ( Auction Settlement Date ), through payment to the Shareholders of the Price per Share, as consideration for the transfer of the Shares Sought in the Offer to the Offeror, provided, however, that in any event, all of the Shares Sought in the Offer sold within the scope of the Offer remain blocked at the BM&FBOVESPA Depositary Facility until the completion of the settlement Settlement of Subsequent Acquisitions. Pursuant to Article 7, paragraph 4 of CVM Instruction 361 and the Intermediation Agreement, in case the event provided by paragraph 2 of Article 10 of CVM Instruction 361, settlement of Subsequent Acquisitions made by the Offeror within three (3) months from the Auction Date shall be made in accordance with item 5.9 of this Notice of Announcement. 6.2 Authorization to the Custodian Agent. The Shareholder shall be exclusively responsible for taking the required action to ensure that his/her custodian agent authorizes the transfer of the Shares for the settlement of the Offer on the established date. If the custodian agent does not authorize the delivery of the assets to BM&FBOVESPA during the settlement procedure, the portion sold by the Shareholder shall not be settled. If there is a failure in the settlement process caused by the lack of authorization to the custodian agent to 12

13 transfer shares for the timely settlement of the transaction, any costs or burden resulting from such failure shall be fully borne by the Shareholder. 6.3 Obligation of the Offeror. Pursuant to the agreement entered into by and between the Intermediary Institution and the Offeror ( Intermediation Agreement ), the settlement obligations of the Offeror provided for in this Notice of Announcement shall be complied with by the Intermediary Institution, for and on behalf of the Offeror and, in any event, the Offeror shall remain fully liable for compliance with all Offeror s obligations relating to the Offer and set forth in this Notice of Announcement. 6.4 Guaranty. Up to one (1) business day before the financial settlement of the Offer, the Offeror shall arrange for the transfer to the bank account to be indicated by the Intermediary Institution, of an amount in Reais equivalent to, at least, the full amount of the Offer, as established in the Auction, calculated in accordance with this Notice of Announcement, which amount is required for the acquisition of the number of Shares effectively purchased under the Auction. The Offeror shall also transfer, as they become necessary, any amounts required for settlement of Subsequent Acquisitions during the term established under Article 10, paragraph 2 of CVM Instruction The Intermediary Institution shall guarantee the financial settlement of the Offer, including Subsequent Acquisitions, whether the financial settlement is carried out by the Intermediary Institution or any of its affiliates, pursuant to Article 7, paragraph 4 of CVM Instruction 361 and the Intermediation Agreement. 7 ADDITIONAL OBLIGATIONS 7.1 Subsequent Obligation. Pursuant to Article 10, item I of CVM Instruction 361, the Offeror shall reimburse the selling shareholders for any increase in the Price per Share received for the sale of the Shares Sought in the Offer, adjusted by the IPCA, from the Auction Settlement Date to the date of actual payment of the due amount, adjusted by the change in the number of shares resulting from any share bonus, reverse stock splits, stock splits, and conversions occurred, and (i) the amount per share due and payable, or that becomes due and payable, in case, within one (1) year from the Auction Date, a fact imposes, or causes to impose, the conduction of a mandatory public tender offer for the acquisition of shares, pursuant to Article 2, items I to III of CVM Instruction 361, and (ii) the amount they would be entitled to receive if they were still shareholders of the Company and dissented from the resolution of the Company that approves any corporate event that allows the exercise of dissenter s right, provided such event occurs within one (1) year from the Auction Date As of the date of this Notice of Announcement, the Offeror does not foresee (i) any fact that may impose the conduction of a new mandatory public tender offer for the acquisition of Shares or (ii) any corporate event that entitles dissenter s rights to the holders of the Shares. 8 APPRAISAL REPORT 8.1 Valuation. Banco Itaú BBA S.A. ( Valuation Report Provider ) prepared the Valuation Report of the Company, dated July 8, 2015, pursuant to Annex III of CVM Instruction 361. This Valuation Report was restated on August 1, 2015 to comply with the requirements set forth by the BM&FBOVESPA on July 17, 2015 and informed by the Company, by means of a material fact, on July 20, Pursuant to item 10.1 of the Novo Mercado Rules and 13

14 Article 43 of the Company s by-laws, the choice of Valuation Report Provider was approved by the extraordinary shareholders meeting held on June 8, 2015, based on the List. The relevant resolution was taken by majority vote of shareholders representing the outstanding shares of the Company who attended the extraordinary shareholders meeting. Blank votes and the votes of the Offeror were disregarded. The table below sets forth the methods used in the Valuation Report and respective price per Share. Method Price per Share (R$) Discounted Cash Flow to Market Multiples: Comparable Brazilian Companies Market Multiples: Comparable International Companies Volume Weighted Average Price per Share: in the past 12 months prior to the disclosure of the Material Fact of the Offer (April 25, 2014 to April 24, 2015) Volume Weighted Average Price per Share: from the material fact and disclosure of the Valuation Report (April 27, 2015 to July 7, 2015) to to Shareholders Equity per Share 8.92 Source: Independent Valuation Report of the Valuation Report Provider 8.2 Estimates and Information Used in the Valuation. The economic and financial appraisal works performed for the Valuation Report took into account, among other information: (i) quarterly information of the Company as of and for the three-month period ended March 31, 2015; (ii) managerial information provided by the management of the Company; and (iii) publicly-available information, as detailed in the Valuation Report. 8.3 Availability of the Valuation Report. The Valuation Report, containing all estimates and information used in its preparation, is available to interested parties for analysis at the headquarters of the Offeror, the Company, the Intermediary Institution, BM&FBOVESPA, and CVM, as well as on the websites of the Company, Intermediary Institution, BM&FBOVESPA, and CVM at the addresses included in item 12.5 below. 8.4 Representations of the Valuation Report Provider. The Valuation Report Provider, exclusively responsible for preparing the Valuation Report, made the following representations in the Valuation Report: (i) pursuant to Annex III, item X, d of CVM Instruction 361, funds/portfolios managed by Itaú Asset Management Ltda. include debentures issued by the Company in the amount of R$89.0 million, corresponding to a total of 22,274 debentures on June 19, Moreover, the Valuation Report Provider has debentures issued by the Company in the amount of R$35 million, corresponding to a total of 3,368 debentures on July 7,

15 (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) pursuant to Annex III, item X, d of CVM Instruction 361, as of July 7, 2015, the Valuation Report Provider, its controlling entity, and persons affiliated to it are not holders of shares and, except for the debentures described in the item above, any other securities issued by the Company and/or persons affiliated to it. pursuant to Annex III, item X, d of CVM Instruction 361, the Valuation Report Provider does not have conflicts of interest with the Offeror or the Company, their controlling shareholders and management, that diminishes the independence required to perform its duties in connection with the preparation of the Valuation Report. pursuant to Annex III, item X, d of CVM Instruction 361, the Valuation Report Provider will receive from the Offeror the fixed amount of R$500, (five hundred thousand Reais) for the preparation and presentation of the Valuation Report. pursuant to Annex III, item X, d of CVM Instruction 361, the Valuation Report Provider received, in the twelve (12) months prior to the registration request filed by the Offeror, the amount of R$523, from the Company or the Offeror as compensation for consulting, valuation, audit, and similar services. The Valuation Report Provider and other companies of the Itaú group maintain a commercial relationship in the ordinary course of their businesses as a commercial and investment bank with the Company and other companies of the group, for which they receive and expect to receive compensation in the future. the Valuation Report Provider, as of the date of issuance of the Valuation Report, represents that it has a close relationship with the Company through wholesale and retail commercial banking, involving service products such as collection, payments and payroll, in addition to investment and credit transactions, with a credit exposure of approximately R$110 million. pursuant to item X of Annex III of CVM Instruction 361, the internal process of approval in connection with the Valuation Report of the Valuation Report Provider includes the approval by an internal committee. the Valuation Report Provider works with the Company through its investment bank and recently structured a debentures transaction and distributed debentures of Company. the Valuation Report Provider and its economic group maintain a commercial relationship in the ordinary course of their businesses as a commercial and investment bank with the Company and other companies of the Company s group, for which they received and expect to receive compensation in the future. the Offeror, the Company, their controlling shareholders and management did not guide, interfere, limit, hinder, nor practice any acts that compromised the access, use, or knowledge of information, assets, documents or work methods that are significant to the quality of the conclusions presented herein, nor did they determine or restrict the ability of the Valuation Report Provider to independently ascertain the methods used by it to reach the conclusions presented in the Valuation Report, nor did they restrict the ability of the Valuation Report Provider to determine the conclusions presented in the Valuation Report. 15