Estatuto Social e Políticas

Chapter I – Name,Main Office, Purpose and Company Duration

Article 1 – TRISUL S.A. (“Company”) is a joint-stock corporation with authorized capital, governed by these Articles and by the legal provisions applicable thereto, particularly Act 6,404 of December 15, 1976, as amended (“Brazilian Corporation Law”).

Sole Paragraph – Upon admission of the Company in the New Market of the BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange (“New Market” and “BM&FBOVESPA”, respectively), the Company, its shareholders, managers, and members of the installed Audit Committee will also be bound to the provisions of the New Market Listing Regulation of BM&FBOVESPA (“New Market Regulation”).

Article 2 – The company has its main office and jurisdiction in the city of São Paulo, State of São Paulo, at Avenida Paulista, nº 37, 18º andar, Bairro Paraíso, CEP 01311-902, and it may install branches and offices anywhere in the country or abroad.

Sole Paragraph – the Company may, by resolution of the Board of Officers, open, transfer and/or close branches of any kind in any part of the national territory or abroad.

Article 3 – The Company’s corporate purpose is the activity of purchase and sale of real estates, leasing, land parceling or subdivision, real estate development, or the building of real estates designed for sale; as well as interests in other business or non-business corporations, in the capacity of member, quotaholder or shareholder.

Article 4 – The Company shall have undetermined duration

Chapter II – Capital and Shares

Article 5 – The Company’s capital stock, totally subscribed and paid-up, is four hundred, sixty-one million, eighty thousand Brazilian Reais (R$461,080,000.00), represented by 146,117,538 (one hundred, fourty-six million, one hundred, seventeen thousand, five hundred thirty-eight reais) common, registered, uncertificated shares at no par value.

Paragraph 1 – The Company’s capital stock will be represented exclusively by common shares.

Paragraph 2 – Each common registered share gives the right to one vote at the Company’s Shareholders Meetings.

Paragraph 3 – All Company shares are uncertificated and will be kept in deposit account in the name of their holders, in a financial institution authorized by the Brazilian Securities and Exchange Commission (“CVM”) with which the Company has a custody agreement in force, without the issuance of certificates. The depositary institution may charge from shareholders the cost of the service transfer and registration of the uncertificated shares’ ownership, as well as the cost of services related to shares under custody, subject to the maximum limits fixed by CVM.

Paragraph 4 – The Company is prohibited from issuing preferred or founders’ shares.

Paragraph 5 – Shares will be indivisible in relation to the Company. When a share belongs to more than one person, the rights conferred to it will be exercised by the joint ownership’s representative.

Paragraph 6 – Shareholders are entitled to the preferred right on a pro rata basis of their respective interests in the subscription of shares, debentures convertible into shares or subscription bonuses issued by the Company, which may be exercised within the legal term of thirty (30) days.

Article 6 – The Company is authorized to increase its capital stock up to the limit of two hundred million (200,000,000) common shares, including the already issued shares, irrespective of tax reform.

Paragraph 1 – The capital stock increase will be made upon resolution of the Board of Directors, which will be in charge of establishing the issue conditions, including price, term and payment condition thereof. In case the subscription takes place with payment in property, the responsibility for the capital increase will be of the Shareholders Meeting, and the Audit Committed, if installed is to take the floor.

Paragraph 2 – The Company may, within the authorized capital limit, issue common shares and subscription bonuses.

Paragraph 3 – At the Board of Directors’ discretion, the preferred right may be excluded or the term addressed in Section 171, §4, Act No. 6,406/76 may be reduced in issuances of common shares, debentures convertible in common shares and subscription bonuses, the placement of which is made upon (i) sale in stock exchange or public subscription, or (ii) share swap in tender offer for takeover, pursuant to law, and within the limit of the authorized capital.

Article 7 – The Company may, by resolution of the Board of Directors, acquire its own shares for permanence in treasury and further disposal or canceling thereof, up the amount of the profit and reserve balance, save for the legal reserve, with no capital stock decrease, subject to the applicable legal and regulating provisions.

Article 8 – The Company may, by resolution of the Board of Directors, and according to the plan approved by the Shareholders Meeting, grant a share subscription or call option, without preferred right to shareholders, on behalf of their managers, employees, or individuals that provide services to the Company, and such option may be extended to managers or employees of corporations directly or indirectly controlled by the Company.

Chapter III – Management

Section I – Miscellaneous

Article 9 – The Company will be managed by a Board of Directors and a Board of Officers, according to the attributions and powers granted by the governing law and by these Bylaws.

Sole Paragraph – the positions of chairman of the Board of Directors and Chief Executive Officer cannot be cumulated by same person.

Article 10 – The investiture of managers is conditioned to the previous subscription of the Instrument of Consent of Managers to which the New Market Regulation refers, as well as the compliance with applicable legal requirements. Managers should, immediately after investiture in office, inform BM&FBOVESPA of the amount and characteristics of the securities issued by the Company of which they are holders, directly or indirectly, including its derivatives.

Article 11 – The Annual Shareholders Meeting will fix the global annual compensation amount of the Company managers, and it is the duty of the Board of Directors to deliberate on the distribution thereof.

Section II – Board of Directors

Article 12 – The Board of Directors will be composed of a minimum of five (5) and a maximum of six (6) members elected by the Shareholders Meeting, with a two (2)-year unified term of office, and they may be reelected.

Paragraph 1 – At least twenty per cent (20%) of the Board of Directors members shall be Independent Directors as defined in the New Market Regulation expressly declared as such at the Shareholders Meeting that elects them. Independent Director is considered the one that (i) does not have any link with the Company, except a holding in the capital stock; (ii) is not a controlling shareholder, spouse or up to second relative of the controlling shareholder, is not and has not been bound in the last three (03) years to a corporation or entity related to the controlling shareholder (excluded from this restriction are people bound to public education and/or research institutions); (iii) has not been, in the lastthree (03) years, employee or officer of the Company, of the controlling shareholder or of a company controlled by the Company; (iv) is not a direct or indirect supplier or purchaser of the Company’s services or products, in a magnitude that implies loss of Independence; (v) is not employee or manager of a corporation or entity that is offering or demanding services and/or products to the Company, in magnitude that implies loss of independence; (vi) is not spouse or up to second relative of any Company manager; or (vii) does not receive a compensation from the Company other than the Director’s one (excluded from such restriction are cash gains originating from any capital holding). A Director elected upon the authorization provided in paragraphs four and five of section 141 and article 239 of the Brazilian Corporation Law is also considered an Independent Director.

Paragraph 2 – When the utilization of the percentage defined above results in a fractional number of Directors, a rounding up will be made to an integer number: (i) immediately superior, if the fraction is equal to or higher than five tenths (0.5); or (ii) immediately inferior if the fraction is lower than five tenths (0.5).

Paragraph 3 – Members of the Board of Directors will be vested in their offices upon signature of the instrument of investiture drafted in the proper Minutes Register of the Board of Directors Meetings. Members of the Board of Directors may be removed at any time by the Shareholders Meeting, and they should remain in exercise of their respective offices until the investiture of their successors.

Article 13 – The Board of Directors will have one (01) Chairman and one (01) Vice Chairman, who will be appointed by the Shareholders Meeting. In case of temporary absence or impediment of the Board or Directors Chair, the Vice Chair will assume the Chair’s duties. In the event of temporary absence or impediment of the Chairman and Vice Chairman of the Board of Directors, the Chairman’s duties will be performed by another member of the Board of Directors appointed by the Chairman.

Article 14 – The Board of Directors will meet on a regular basis, at least four (4) times per year, in accordance with calendar to be annually approved in the Board of Directors´ Meeting, on a special basis whenever convened by its Chair or Vice Chair, upon delivery of at least eight (08) days prior written notice, and with the submission of the agenda of subjects to be addressed.

Paragraph 1 – Calls may be made by letter with acknowledgement of receipt, fax or any other means, electronic or not, that allows evidence of receipt.

Paragraph 2 – If urgent, the Board of Directors‘ meetings may be called by its Chairman without complying with provisions of caput, provided that all other Board members are fully aware thereof.

Paragraph 3 – Regardless of the formalities provided for in this article, a meeting will be considered regular in view of the presence of all Board members.

Article 15 – Meetings of the Board of Directors will be installed, at first call, with the presence of the majority of its members and, at a second call, with at least three (03) members.

Paragraph 1 – Meetings of the Board of Directors will be chaired by the Board of Directors Chair and assisted by whom such Chair appoints. In case of temporary absence of the Board of Directors Chair, such meetings will be chaired by the Board of Directors Vice Chair, or in his/her absence, by a Director selected by majority of votes of other members of the Board of Directors, and it will be the meeting chair’s duty to appoint the secretary.

Paragraph 2 – In case of temporary absence of any member of the Board of Directors, the respective member of the Board may, based on the agenda of subjects to be addressed, express his/her votes in writing by delegation of authority made on behalf of another director, through prior written vote, by letter or fax delivered to the Board of Directors Chair, on the meeting date, or still, by digitally certified e-mail.

Paragraph 3 – Except for the assumption in which members of the Board of Directors have been elected by the multiple vote process, in case of office vacancy of any other Board of Directors member, the alternate will be appointed by remaining board members and shall serve until the first subsequent Shareholders’ Meeting, when a new member shall be elected to complete the replaced member’s term of office. For purposes of this paragraph, there is vacancy upon the removal, death, resignation, evidenced impediment, or disability.

Paragraph 4 – Resolutions of the Board of Directors willbe taken by majority of votes of members present at each meeting, or who have expressed their vote as per Article 15, Paragraph 2 of these Articles. In the assumption of tie vote, the Chairman of the Board of Directors shall have the casting vote besides his own vote.

Article 16 – Meetings of the Board of Directors will be held, preferentially, in the Company’s main office. Meetings by means of teleconference or conference call will be admitted, the recording and de-recording thereof being allowed. Such participation will be considered personal attendance to such meeting. In this case, members of the Board of Directors that participate remotely in the Board meeting may express their votes, at the meeting date, by means of letter or facsimile or digitally certified e-mail.

Paragraph 1 – At the end of each meeting, minutes should be drafted, which should be signed by all Directors physically present at the meeting, and further transcribed in the Minutes Register of the Company’s Board of Directors. Votes rendered by Directors that participate remotely in the Board meeting or who have expressed themselves as per Article 15, Paragraph 2 of these Articles, should equally appear in the Minutes Register of the Company’s Board of Directors and the copy of the letter, facsimile or e-mail, as the case may be, containing the Director’s vote, should by attached to the Register soon after the minutes are transcribed.

Paragraph 2 – Minutes of the Company’s Board of Directors Meetings that have a resolution intended to produce effects before third parties should be published and filed in the public registry of business companies.

Paragraph 3 – The Board of Directors may admit other participants in its meetings, with a view to following up the resolutions and/or provide clarifications of any nature, but they will not be entitled to vote.

Article 17 – The Board of Directors has the primary duty of providing general guidance of the Company’s business, as well as controlling and inspecting its performance, having particularly the following duties, in addition to other attributions they are ascribed by law or by these Articles:

I. To perform the regulatory duties of the Company’s activities and they may arrogate for the examination and resolution thereof any matter that is not comprised in the private authority of the Shareholders Meeting or the Board of Officers;

II. To establish the general guidance of the Company’s business;

III. To elect and remove the Company’s Officers;

IV. To ascribe to Officers their respective duties, attributions and limits of authority not specified in these Bylaws, including by appointing the Chief Executive Officer, the Vice Chief Financial Officer and the Chief Investor Relations Officer, if necessary, as well as defining the number of offices to be filled, subject to the provisions of these Articles;

V. To resolve on the call of the Shareholders Meeting, when it deems convenient, or in case of section 132 of the Brazilian Corporation Law (Act No. 6,406/76);

VI. To inspect the Officers’ management, examining, at any time, the Company’s books and documents and requesting information on contracts entered or to be entered into and any other acts;

VII. To consider the quarterly results of the Company’s operations;

VIII. To select and remove independent auditors, subject, in this selection, to the provisions of the governing law. The external audit company will report to the Board of Directors;

IX. To call independent auditors to provide clarifications that it deems necessary;

X. To consider the Management Report and Board of Officers accounts and resolve on the submission thereof to the Shareholders Meeting;

XI. To approve and change the annual budget, as well as any annual and/or pluriannual strategy or investment plans, and the Company’s expansion projects;

XII. To voice itself previously on any proposal to be submitted to resolution of the Shareholders Meeting;

XIII. To approve the management proposal for distribution of dividends, even if intercalary or interim, or payment of interest on the own capital, based on half- yearly, quarterly or monthly balance sheets;

XIV. To resolve on the Company´s partnership (directly or through its controlled entities, associated companies or subsidiaries) with other companies to create partnerships, consortiums or joint ventures which imply the Company’s disbursement or total commitment in amount exceeding the scope established at the Board of Directors’ Meeting (“Scope of Authority”);

XV. To authorize the issue of Company shares, within the limits authorized in Article 6 of these Articles, fixing the issuance conditions, including price and payment term, and it may further exclude (or reduce the deadline for) the preferred right in the issue of shares, subscription bonuses and convertible debentures, the placement of which is made upon sale in stock exchange or by public subscription in tender offer for takeover, as established in law;

XVI. To resolve on the acquisition by the Company of its own issued shares, or on the launching of put and call options, referenced in shares issued by Company, for maintenance in treasury and/or further cancellation or disposal;

XVII. To resolve on the issuance of subscription bonuses;

XVIII. To grant a share call option to its managers and employees, as well as to managers and employees of other corporations that aredirectly orindirectly controlled by the Company, without preferred right to shareholders pursuant to programs approved at a Shareholders Meeting;

XIX. XIX. To deliberate on the issue of any type and species of debentures, with any type of collateral, as well as on the issue of commercial papers. For debentures convertible into shares, comply with the limits authorized by Article 6 of these Bylaws;

XX. To approve any investment or expense not provided for in the annual budget, upon signature, change or extension of any documents, contracts or commitments for assumption of responsibility, debts or liabilities, involving (individually or in a set of related acts, whether directly or through its controlled entities, associated companies and subsidiaries) the Company’s disbursement or total commitment in amount exceeding the Scope of Authority;

XXI. To approve the Company’s interest in any real estate development projects, including the purchase of lands, the interest in a specific purpose entity, interest in consortiums, or any other form (where directly or through its controlled entities, associated companies and subsidiaries) which implies the Company’s disbursement or total commitment in amount exceeding the Scope of Authority;

XXII. To approve any acquisition or disposal of property of the permanent assets of the Company, its subsidiaries and affiliated companies, the amount of which is higher than Permitted Limit;

XXIII. To approve the creation of actual liens on the Company’s property or the grant of guarantees to third parties for liabilities of the Company itself that corresponds with a value higher than Permitted Limit;

XXIV. To authorize the Company to post guarantees to obligations of its controlled companies and/or wholly-owned subsidiaries, that corresponds with a value higher than Permitted Limit and it is expressly prohibited to grant guarantees to third-parties’ obligations;

XXV. To resolve on the disposal, purchase, sale, lease, donation or encumbrance, directly or indirectly, on any account, of equity interest by the Company, as well as the creation of subsidiaries involving amounts exceeding the Scope of Authority;

XXVI. To approve the acquisition of any financing or loan, including leasing operations, on the Company’s behalf (directly or through its controlled entities, associated companies and subsidiaries), not estimated in the annual budget, implying the Company’s disbursement or total commitment exceeding the Scope of Authority;

XXVII. To define the triple list of companies experts in economic appraisal of companies, for the preparation of a valuation report on the Company’s actions, in case of tender offer for the deregistering as publicly-held company and delisting from the New Market;

XXVIII. To authorize the filing of lawsuits, administrative proceedings, and the execution of judicial and extrajudicial settlements, (directly by the Company or through its controlled entities, associated companies and subsidiaries), whose amount exceeds the Scope of Authority;

XXIX. To file petition for bankruptcy, reorganization or composition with creditors by the Company;

XXX. To approve any business, directly or indirectly involving the Company (directly by the Company or through its controlled entities, associated companies and subsidiaries) and any Related Party. For purposes of this provision, related party is understood as any Company’s manager, employee or shareholder who holds, directly or indirectly, over 5% of the Company’s capital stock.

XXXI. Render favorable or contrary opinion on any tender offer aiming the Company’s shares, through a substantiated report, released within fifteen (15) days of the publication of the tender offer notice, which shall cover, at least:

a)the convenience and the opportunity of tender offer as to shareholders’ joint interest and in relation to the liquidity of securities held thereby;

b)the repercussions of the tender offer on the Company’s interests;

c)the strategic plans released by offeror in relation to the Company;

d)other issues the Board of Directors deems relevant, as well as the information required by CVM’s applicable rules.

XXXIIsp;Establish the Scopes of Authority for operations listed in items XIV, XX, .&nbXXI, XXII, XXIII, XXIV, XXV, XXVI, XXVIII above, as well as the duties of the Executive Committee.

Sole Paragraph – The Board of Directors may authorize the Board of Officers to practice any of the acts referred to in items XX, XXI, XXII, XXIII, XXIV and XXVI, subject to the value limits per act or series of acts.

Article 18 – It is the duty of the Board of Directors Chair to represent the Board of Directors at Shareholders Meetings.

Article 19 – The Board of Directors may cause, to assist it, the establishment of technical and advisory committees, with defined purposes and duties, and such committees will be formed or not by members of the Company management bodies.

Sole Paragraph – It will be the duty of the Board of Directors to establish the rules applicable to the committees, including rules on composition, management term, compensation and running.

Section III – Board of Officers

Article 20 – The Board of Officers will be composed of at least two (02) and at most seven (07) members, shareholders or not, resident in the Country, elected by the Board of Directors, and the accumulation or more than one office by any Officer is authorized, being one Chief Executive Officer, one Chief Financial Officer, one Chief Investor Relations Officer and others without specific designation or whose designation will occur upon the appointment by the Board of Directors.

Article 21 – The tenure of Board of Officers members will be of two (02)-year unified term, and they may be reelected. Officers will remain in the exercise of their offices until the election and investiture of their successors.

Article 22 – The Board of Executive Officers will meet whenever the corporate business so demand, and the meeting will be convened by the Chief Executive Officer, by letter with receipt acknowledgment, fax or any other electronic means or not to allow the proof of receipt, at least, twenty-four (24) hours in advance, or by two thirds (2/3) of the Officers, in this case, at least, forty-eight (48) in advance, and the meeting will be installed with the attendance of majority of its members.

Paragraph 1 – The Chief Executive Officer will be replaced by the Vice Chief Financial Officer, in its temporary absences or impediments.

Paragraph 2 – In case of temporary absence of any Officer, such Officer may, based on the agenda of subjects to be addressed, express his/her votes in writing bydelegationof authority made onbehalf of another director, through prior written vote, by letter or facsimile delivered to the Chief Executive Officer, on the meeting date, or still, by digitally certified e- mail.

Paragraph 3 – In case of vacancy in the Board of Executive Officers, it is the duty of the latter, as a joint committee, to appoint an alternate within its members that will accumulate, on a temporary basis, the duties of the replaced member, and the temporary replacement will last until the final nomination of the office to be decided at the first meeting of the Board of Directors that is held, which should occur within no later than thirty (30) days after such vacancy, the elected alternate acting until the end of the Board of Officers’ term of office.

Paragraph 4 – The Officers may not withdraw from the exercise of their duties for over thirty (30)-consecutive days under penalty of losing their office term, except in case of leave granted by the Board of Officers itself.

Paragraph 5 – Meetings of the Board of Officers may be held by means of teleconference or videoconference or other communication means. Such participation will be considered personal attendance to such meeting. In this case, members of the Board of Officers who participate remotely in the Board meeting may express their votes by means of letter, facsimile or digitally certified e-mail.

Paragraph 6 – At the end of each meeting, minutes should be drafted, which should be signed by all Officers physically present to the meeting, and further transcribed in the Minutes Register of the Board of Officers. Votes rendered by Officers that participate remotely in the Board meeting or that have voiced themselves as per Paragraph 2 of this article, should equally appear in the Minutes Register of the Board of Officers, and the copy of the letter, facsimile or e-mail, as the case may be, containing the Officer’s vote, should be attached to the Register soon after the minutes are transcribed.

Article 23 – Resolutions of the Board of Officers will be taken by majority of votes of members present at each meeting, or who have expressed their vote as per Article 22Paragraph 2 of these Articles.

Article 24 – It is the duty of the Board of Officers to manage the corporate affairs in general, and for such purpose to practice all the necessary or convenient acts, except those for which, by law or by these Bylaws, authority is ascribed to the Shareholders Meeting or the Board of Directors. In the exercise of their duties, Officers may perform all operations and practice all acts necessary for the attainment of the purposes of their office, subject to the provisions of these Bylaws as to the representation manner, the authority to practice certain acts, and the general business guidance established by the Board of Directors, including to resolve on and approve the investment of funds, to compromise, waive, assign rights, confess debts, make agreements, sign commitments, undertake obligations, enter into contracts, acquire, dispose of, and encumber real and personal property, post bond, sureties and guarantees, issue, secure, endorse, escrow, discount, withdraw and guarantee securities in general, as well as open, transact and close accounts in credit establishments, subject to the legal restrictions and those established in these Bylaws.

Paragraph 1 – The Board of Officers has also the following duties:

I. To comply and cause these Articles and the resolutions of the Board of Directors and the General Shareholders Meetings to be complied with;

II. To annually submit to consideration of the Board of Directors the Management Report and the Board of Officers’ accounts, followed by the independent auditors’ report, as well as the proposal for allocation of profits determined in the previous corporate year;

III. To submit the annual budget to the Board of Directors; and

IV. To submit quarterly to the Board of Directors the detailed economic- financial and equity interim balance sheet of the Company and its controlled companies.

Paragraph 2 – It is the duty of the Chief Executive Officer to coordinate the Officers’ action and to guide the performance of activities related to the Company’s general planning, in addition to duties, attributions and powers such CEO is granted by the Board of Directors, and subject to the policy and guidance previously outlined by the Board of Directors.

I. To convene and chair the meetings of the Board of Officers;

II. To direct the Company’s management activities, coordinating and supervising the activities of the Board of Officers members;

III. To propose to the Board of Directors, without exclusive initiative, the attribution of each Officer’s duties at the moment of his/her respective election;

IV. To represent the Company as plaintiff and defendant, in or out of court, subject to the provisions laid down in Article 25 of these Bylaws;

V. To coordinate the Company’s private, organizational, managerial, operating and marketing policy;

VI.To annually prepare and submit to the Board of Directors the Company’s annual business plan and annual budget; and

VII. To manage business of corporate nature in general.

Paragraph 3 – It is the duty of the Chief Financial Officer, among other attributions he/she is ascribed by the Board of Directors: (i) to plan, coordinate, organize, supervise and direct the activities related to the Company’s financial operations; (ii) coordinating the evaluation and implementation of financing for working capital purposes; (iii) directing the accounting, financial and tax planning areas; (iv) coordinating and preparing other activities related to the Company’s finance; (v) managing cash and accounts payable and receivable of the Company; and (vi) coordinating and planning the real estate loan to finance the Company’s production.

Paragraph 4 – It is the duty of the Chief Investor Relations Officer, among other attributions he/she is ascribed by the Board of Directors: (i) to represent the Company before regulators and other institutions that act in the capital market; (ii) to provide information to the investor public, to CVM, to BM&FBOVESPA and other bodies related to the activities developed in the capital markets, according to the governing law, in Brazil and abroad; and (iii) to keep the publicly-held company registration updated before CVM.

Paragraph 5 – It shall be incumbent upon other Officers: (i) assist the Chief Executive Officer in his duties of managing the Company; and (ii) perform other duties attributed by the Board of Directors.

Article 25 – The Company will consider itself bound when represented:

a)by two (02) Officers, of which one (01) must necessarily be the CEO or the CFO; or

b)by two (02) attorneys-in-fact jointly, with special powers, duly empowered under the terms of the sole paragraph below.

SoleParagraph – Powers of attorney will be granted in the Company’s name by the joint signature of the CEO and the CFO, and they should specify the powers granted, and, except for powers of attorney granted for legal purposes, they will be valid for at most one (01) year.

Chapter IV – Shareholders Meetings

Article 26 – The Shareholders Meeting will meet on a regular basis within the four
(04) months following the end of each corporate year, and on a special basis whenever the corporate interests so require, subject, in their call, installation and resolution, to the relevant legal provisions and those of these Bylaws.

SoleParagraph – Shareholders Meetings will be called at least fifteen (15) consecutive days in advance, and will be chaired by the Board of Directors Chair or, in the Chair’s absence, by the Board of Directors Vice Chair, and assisted by a shareholder selected by the Chair of the Meeting among those present to the meeting.

Article 27 – To take part in the Shareholders Meeting, the shareholder should submit, on the date the respective meeting is held: (i) voucher issued by the financial institution depositary of uncertificated shares owned by such shareholder or in custody, as per section 126 of the Brazilian Corporation Law, and/or relatively to the shareholders participating in the fungible custody of registered shares, the extract containing the respective equity interest issued by the relevant body, dated from up to two (02) business days prior to the date the Shareholders Meeting is held; and (ii) instrument of power of attorney, duly regularized as per law and these Articles, in the event the shareholder is represented. The shareholder or his/her legal representative should attend the Shareholders Meeting with the documents that evidence his/her identity.

Paragraph 1 – The Company when overseeing shareholder‘s representation documentation regular status shall adopt the good faith principle, assuming the statements made as truthful, except for the failure to submit the power of attorney, where applicable, the proof of share custody, when these are included in the Company’s records as held by the custodian institution, no formal irregularity, such as the submission of copied documents, or the lack of certified copies will result in shareholder’s vote impediment when the regular status of documentation is doubtful (the “Challenged Shareholder”), even if such formal irregularity refers to the compliance with the requirements provided for in the caput.

Paragraph 2 – In the assumption of previous item, the votes of Challenged Shareholder shall be regularly computed, and within five (5) days following the Shareholders’ Meeting, the Company shall notify the Challenged Shareholder that, by means of final elements of evidence subsequently obtained, it may evidence that (i) Challenged Shareholder was not correctly represented at the Shareholders’ Meeting; or (ii) the Challenged Shareholder was not the holder, on the date of Shareholders’ Meeting, of number of shares declared. In these assumptions, regardless of another Shareholders’ Meeting, the Company shall disregard the votes of Challenged Shareholder, who shall be liable for the losses and damages caused by his act. The Company shall be jointly liable with the Chairman of the Presiding Board for the losses and damages caused to Challenged Shareholder, if evidence obtained is not sufficient to withdraw the voting right of Challenged Shareholder, and if even so, the Company withdraws such right.

Paragraph 3 – The shareholder may be represented at the Shareholders Meeting by a proxy retained less than one (01) year before that is a shareholder, manager of the Company, lawyer, financial institution or manager of investment funds that will represent the joint owners.

Paragraph 4 – Resolutions of the Shareholders Meeting, save for special events provided by law and these Bylaws, will be taken by absolute majority of votes, not computing blank votes.

Paragraph 5 – Minutes of the Shareholders Meetings should be drafted as summary of the facts that occurred, including dissidences and protests, containing the transcription of resolutions taken, subject to the provisions of section 130, §1, of the Brazilian Corporation Law.

Article 28 – It is the duty of the Shareholders Meeting, in addition to all other attributions prescribed by law:

I. to analyze the management’s accounts and to examine, discuss and vote the financial statements;

II. to elect and remove members of the Board of Directors;

III. to fix the global compensation of members of the Board of Directors and Board of Officers, as well as members of the Audit Committee, if installed;

IV. to reform the Bylaws;

V. to resolve on the dissolution, liquidation, merger, split-up, change of corporate status or takeover (including takeover of shares) of the Company, or any corporation in the Company, as well as any petition for voluntary bankruptcy proceedings, reorganization or composition with creditors;

VI. to attribute shares bonuses and decide on possible share groupings or split-up;

VII. to approve plans for granting share call option to its managers and employees, and to individuals that provide services to the Company, as well as to managers and employees of other corporations that are directly or indirectly controlled by the Company;

VIII. to resolve, according to the proposal submitted by the management, on the allocation of net profit for the year and dividend distribution or payment of interest on the own capital, based on the annual financial statements;

IX. to resolve, according to the proposal submitted by the management, on the dividend distribution, even if intercalary or interim, in excess of the mandatory dividend established in Article 38, §3, of these Bylaws, of twenty-five per cent (25%) of the net income, or payment of interest on the own capital, based on half- yearly, quarterly or monthly balance sheets.

X. to resolve on the capital stock increase or decrease, as well as on any decision that involves the buyback, redemption or amortization of shares, in conformity with the provisions of these Bylaws;

XI. to resolve on any issuance of shares or other securities, as well as any amendment in the rights, preferences, advantages or restrictions ascribed to shares or securities;

XII. to elect the liquidator, as well as the Audit Committee that should work in the liquidation period;

XIII. to resolve on the deregistering as a publicly-held company before CVM;

XIV. to resolve on the delisting from the New Market, which should be informed to BM&FBOVESPA in writing at least 30 (thirty) days prior thereto; and

XV. XV. to select an expert company responsible for preparing the valuation report prescribed in Article 49 of these Articles, among the companies appointed in a triple list prepared by the Board of Directors.

Chapter V – Executive Committee

Article29 – The Executive committee will operate on a permanent basis and will consist of two (02) members of the Board of Directors, elected by the Board of Directors for one (01) year term of office, their reelection being permitted.

Article30 – The Executive Committee will hold one (1) meeting per month and extraordinary meetings whenever convened by any of its members within at least twenty-four (24) hours in advance.

Article31 – The Executive Committee’s meetings will be installed in first call with the presence of all its members and in second call with the presence of any number of members, with the rules established for the Board of Directors regarding the summoning, installation and attendance being also effective for the Executive Committee in similar situations.

Article32 – The Executive Committee is responsible for resolving on the matters submitted by the Board of Directors, pursuant to item XXXII of Article 17.

Article33 – Additionally, the Executive Committee shall support the Company’s Management by issuing opinions of non-binding nature on financial, economic, technical topics and other subjects relevant for the Company, by its own initiative or when requested by the Board of Directors and whenever in course or under analysis by the Company (i) real estate developments; or (ii) acquisition of real estate properties, equity interest in specific-purpose entities or interest in consortium for the execution of real estate developments.

Article34 – At meetings of the Executive Committee, opinions are admitted by means of delegation made on behalf of another member, advance prior opinion, and opinion rendered by fax, e-mail or by any other communication means, computing as present those members that voice themselves therein.

Article35 – The Executive Committee’s resolutions will be taken by unanimous votes. In case of dissent among its members on the matters within their competence, such matter should be submitted immediately to the Company’s Board of Directors for its resolution on the controversial issue.

Chapter VI – Audit Committee

Article 36 – The Company’s Audit Committee will work on a non-permanent basis, and, when installed, will consist of three (03) effective members and an equal number of deputies, all resident in the country, shareholders or not, elected and removable at any time by the Shareholders Meeting for one (01)-year term of office, their reelection being permitted. The Company’s Audit Committee will be composed, installed and paid in agreement with the legislation in forcer.

Paragraph 1 – The Fiscal Council meetings will be convened by any of its members or the Investor Relations Officer, via a written notice submitted within at least eight (8) days prior to the meeting and including the agenda of the matters to be addressed.

Paragraph 2 – The meetings may be convened via a letter submitted with notice of receipt, fax or any other means, whether or not electronically, that allows notice of receipt.

Paragraph 3 – The Audit Committee will have a Chairman elected by its members at the first body’s meeting after installation thereof.

Paragraph 4 – Investiture of members of the Audit Committee will be made upon signature of the respective instrument in a proper book, and will be subject to the previous signature of the Instrument of Consent of Members of the Audit Committee provided in the New Market Regulation, as well as the compliance with applicable legal requirements.

Paragraph 5 – Beginning from the Company’s adhesion to the New Market segment of BM&FBOVESPA, members of the Audit Committee should, immediately after investiture in office, additionally inform BM&FBOVESPA of the amount and characteristics of the securities issued by the Company of which they are owners, directly or indirectly, including derivatives.

Paragraph 6 – In case of vacancy, resignation, impediment or unjustified absence at two consecutive meetings, the Audit Committee member will be replaced, up to the end of the term of office, with the respective deputy.

Paragraph 7 – In case of vacancy of the Audit Committee member’s office, the respective deputy will take his/her place. In case there is no deputy, the Shareholders Meeting will be convened to proceed with the election of a member for the vacant office.

Paragraph 8 – Anyone having connection with a corporation which may be considered a competitor of the Company may not be elected to hold office as member of the Company’s Audit Committee, and it is prohibited, inter alia, the election of a person that: (a) is an employee, shareholder or member of the management, technical or tax body of a competitor or of a competitor’s Controlling Shareholder or Controlled Company (as defined in Article 42);

(b) that is spouse or up to second relative of member of the management, technical or tax body of a Competitor or of a Competitor’s Controlling Shareholder or Controlled company.

Paragraph 9 – Should any shareholder wish to appoint one or more representatives to compose the Audit Committee, who have not been members of the Audit Committee in the period following the last Annual Shareholders Meeting, such shareholder should notify the Company in writing at least ten (10) days prior to the date of the Shareholders Meeting that will elect the Directors, informing the name, qualification and full professional curriculum of the candidates.

Paragraph 10 – Article 16 of these Bylaws will be effective for all similar situations in Fiscal Council meetings.

Article37 – When installed, the Audit Committee will meet, pursuant to law, whenever necessary and will analyze, at least quarterly, the financial statements.

Paragraph 1 – Irrespective of any formalities, a meeting attended by all members of the Audit Committee will be considered regularly called.

Paragraph 2 – The Audit Committee voices itself by absolute majority of votes, upon attendance of the majority of its members.

Paragraph 3 – All resolutions of the Audit Committee will be included in minutes drafted in the respective book of Minutes and Opinions of the Audit Committee and signed by the Directors present thereto.

Chapter VII – Corporate Year, Financial Statements and Profit Allocation

Article 38 – The corporate year will begin in January 1, and end in December 31 of each year, when the balance sheet and the other financial statements will be surveyed.

Paragraph 1 – By resolution of the Board of Directors, the Company may (i) survey half-yearly, quarterly or shorter period balance sheets, and declare dividends or interest on the own capital of profits verified in such balance sheets; or (ii) declare dividends or interest on own intermediary capital, on account of accumulated profits or profit reserves existing in the last annual balance sheet.

Paragraph 2 – Distributed interim or intercalary dividends, and interest on own capital may be ascribed to the mandatory dividend provided for in Article 38 below.

Paragraph 3 – The Company and Managers should, at least once a year, hold a public meeting with analysts and any other interested persons, to disclose information as to the Company’s economic and financial condition, projects and perspectives.

Article 39 – From the corporate year result there will be deducted, prior to any participation, the accumulated losses, if any, and the provision for income tax and social security contribution on profit.

Paragraph 1º – From the remaining balance, the Shareholders Meeting may attribute to Managers a profit sharing corresponding to up to one tenth of the profits for the year. The attribution to shareholders of the mandatory dividend provided in Paragraph 3 of this article is a condition for the payment of such sharing.

Paragraph 2º – The net profit for the year will have the following allocation:

I. five per cent (5%) will be applied, prior to any other allocation, in the booking of the legal reserve, which will not be in excess of twenty per cent (20%) of the capital stock. In the corporate year where the legal reserve balance plus the amount of capital reserves, addressed in section 182, Paragraph 1, of the Brazilian Corporation Law, is in excess of thirty per cent (30%) of the capital stock, the allocation of part of the net profit for the year to the legal reserve will not be mandatory;

II. one portion, by proposal of the management bodies, may be allocated for the constitution of a reserve for contingencies and write-off of the same reserves formed in previous years, pursuant to section 195 of the Brazilian Corporation Law;

III.one portion will be allocated for payment of the minimum mandatory annual dividend to shareholders, subject to the provisions of Paragraph 4 of this article;

IV.in the year in which the mandatory dividend amount, calculated pursuant to Paragraph 4 of this article, exceeds the realized portion of the year profit, the Shareholders Meeting may, by proposal of the management bodies, allocate the excess for the booking of unrealized income reserve, subject to the provisions of section 197 of the Brazilian Corporation Law;

VI.the portion, by proposal of the management bodies, may be withheld based on the previously approved capital budget, pursuant to section 196 of the Brazilian Corporation Law;

VII. The Company will maintain a statutory profit reserve referred to as “Investment Reserve”, which will have the purpose of financing the expansion of the Company’s and/or its controlled and affiliate companies’ activities, including through subscription of capital increases or creation of new projects, which will be formed with up to one hundred per cent (100%) of the net profit that remains after the deductions determined by law and by the Bylaws, and the balance of which, added to the balances of other profit reserves, except for the unrealized income reserve and the contingency reserve, may not be in excess of one hundred per cent (100%) of the Company’s subscribed capital stock; and

VIII.the balance will have the allocation it is given by the Shareholders Meeting, pursuant to Paragraph 6, Article 202 of the Brazilian Corporation Law.

Paragraph 3 – Shareholders are ensured the right to receive an annual mandatory dividend not lower than twenty-five per cent (25%) of the net profit for the year, with reduction or addition of the following amounts: (i) a sum allocated to the booking of legal reserve; and (ii) sum allocated to the booking of contingency reserves and write-off of the same reserves formed in previous years.

Paragraph 4 – Payment of mandatory dividend may be limited to the realized net profit amount, as per law.

Article 40 – By proposal of the Board of Officers, passed by the Board of Directors, by referendum of the Shareholders Meeting, the Company may pay or credit interest to shareholders, by way of remuneration of their own capital, subject to the governing law. Any sums disbursed in this way may be ascribed to the mandatory dividend amount prescribed in these Bylaws.

Paragraph 1 – Should interest be credited to shareholders along the corporate year, and such interest is attributed to the mandatory dividend amount, the shareholders will be ensured payment of any outstanding balance. In the event the dividend amount is lower than the amount credited to them, the Company may not charge the surplus balance from the shareholders.

Paragraph 2 – Actual payment of interest on own capital, in case interest was credited along the corporate year, will be made by resolution of the Board of Directors, in the course of the corporate year or in the following year.

Article 41 – The Shareholders Meeting may resolve on the capitalization of income or capital reserves, including those established in interim balance sheets, subject to the governing law.

Article 42 – Dividends not received or unclaimed will forfeit within three (03) years from the date they have been made available to the shareholder, and will revert on the Company’s behalf.

Chapter VIII – Disposal of Equity Control, Deregistering as a Public-held Corporation and Delisting from the New Market

Article 43 – Disposal of the Company’s Control, directly or indirectly, either by means of one single operation or by successive operations should be agreed under suspensive or resolutive conditions that the Purchaser of the control undertakes to consummate the tender offer to other shareholders, subject to the conditions and terms established in the legislation in force and in the New Market Regulation, in order they are ensured a treatment equivalent to the one given to the Seller Controlling Shareholder.

Paragraph 1 – For purposes of these Bylaws, the following capitalized terms will have the following meanings:

“Controlling Shareholder” means the shareholder or group of shareholders bound by a shareholders’ agreement or under common Control that exercises the Controlling Power of the Company.

“Selling Controlling Shareholder”, means the Controlling Shareholder when the latter promotes the Disposal of the Company’s Control.

“Purchaser Shareholder” means any person (including, without limitation, any natural or legal person, investment fund, joint ownership, securities portfolio, worldwide rights, non-personified entities, or another form of organization, resident, with domicile or head office in Brazil or abroad), or group of persons bound by voting agreement with the Purchaser Shareholder and/or that acts representing the same interest of the Purchaser Shareholder, that subscribes and/or purchases Company shares. There are included, within the examples of a person that acts representing the same interest of the Purchaser Shareholder, any person (i) that is directly or indirectly controlled or managed by such Purchaser Shareholder;

(ii)that controls or manages, under any way, the Purchaser Shareholder;

(iii)that is directly or indirectly controlled or managed by any person that directly or indirectly controls or manages such Purchaser Shareholder; (iv) in which the controlling entity of such Purchaser Shareholder has, directly or indirectly, a corporate interest equal to or higher than twenty per cent (20%) of the capital stock; (v) in which such Purchaser Shareholder has, directly or indirectly, a corporate interest equal to or higher than twenty per cent (20%) of the Capital stock; or (vi) that has, directly or indirectly, a corporate interest equal to or higher than twenty per cent (20%) of the Purchaser Shareholder’s capital stock.

“Own
ership Shares” means the block of shares that ensures, whether directly or indirectly, its(their) shareholder(s) the individual and/or shared exercise of the Company’s Controlling Power.

“Outstanding Shares” means all shares issued by the Company, except for shares held by the Controlling Shareholder, by people linked to him, by the Company managers and those in treasury.

“Purchaser” means that one to whom the Selling Controlling Shareholder transfers the Control Shares in the Sale of the Company’s Control.

“Disposal of the Company’s Control” means the transfer to third party, by onerous way, of the Ownership Shares.

“Group of Shareholders” – means the group of two or more people (a) bound by contracts or voting agreements of any nature, either directly or by means of subsidiaries, parent companies or entities under common control; or (b) among which there is control relation; or (c) under common control.

“Power of Control” – (as well as its related terms, “Controlling”, “Controlled”, “under common Control” or “Control) means the power effectively used for directing the corporate activities and guide the running of the Company bodies, directly or indirectly, in fact or in law, regardless of the equity interest held. There is a relative presumption that control is owned with respect to the person or Group of Shareholders that is owner of shares that have ensured him absolute majority of votes of the shareholders present in the last three Company’s Shareholders Meeting, even if he is not the owner of shares that entitles him absolute majority of the voting capital.

“Economic Value” means the Company’s and its shares’ value that is determined by an expert company, by using an acknowledged methodology or based on other criteria to be defined by the CVM.

Paragraph 2 – The Seller Controlling Shareholder(s) or Group of Seller Controlling Shareholders may not transfer the ownership of their shares while the Purchaser does not subscribe the Instrument of Consent of the Controlling Shareholders to which the New Market Regulation refers.

Paragraph 3 – The Company will not record any share transfer to the Purchaser of the Controlling Power or to person(s) that will hold the Controlling Power, while the purchaser(s) does(do) not subscribe the Instrument of Consent of Controlling Shareholders to which the New Market Regulation refers.

Paragraph 4 – No Shareholders’ Agreement that provides for the exercise of the Controlling Power may be recorded in the Company’s main office without its signatories having subscribed the Instrument of Consent referred to in Paragraph 2 of this article.

Article 44 – The tender offer provided in Article 42 should also be consummated:

I. where there is an onerous assignment of rights for subscription of shares and other securities related to securities convertible into shares that results in the Disposal of the Company Control; or

II.in case of disposal of control of corporation that holds the Company’s Controlling Power, and, in this case, the Seller Controlling Shareholder will be required to declare to BM&FBOVESPA the amount attributed to the Company in such sale and attach documentation evidencing it.

Article45 – Anyone to acquire the Controlling Power of the Company by virtue of a private share purchase agreement entered into with the Controlling Shareholder(s) or Group of Controlling Shareholders involving any amount of shares, will be required to:

I. consummate the tender offer referred to in Article 42 of these Articles;

II. pay, under the terms indicated thereafter the amount corresponding to the difference between the price of the tender offer and the amount paid per share eventually acquired at the stock exchange within six (6) months prior to the acquisition date of the Power of Control duly updated up to the date of payment. Said amount shall be distributed among all persons selling the Company shares at the trading sessions at which the Acquirer made the acquisitions, proportionally to the daily selling net balance of each one, and BM&F BOVESPA shall operate the distribution, under the terms of its rules: and

III. take all actions applicable to recompose the minimum percentage of twenty- five per cent (25%) of the Company’s total outstanding shares, within six (06) months subsequent to the Takeover.

Article 46 – Any Purchaser Shareholder that makes an offer or any business involving shares issued by the Company that may result in the acquisition or ownership of shares issued by the Company in amount equal to or higher than twenty-five per cent (25%) of the total shares issued by the Company, without such fact resulting in the effective Company Control, should, within no later than thirty (30) days counted from the date of acquisition or event that resulted in the ownership of shares in amount equal to or higher than twenty-five per cent (25%) of the total shares issued by the Company, carry out a tender offer for acquisition of the total shares issued by the Company, specific for the event provided in this Article 45 (“TO”), subject to the provisions set forth in the applicable CVM regulations, including as to the need or not of registering such tender offer, BM&FBOVESPA’s regulations and the terms of this article, and thePurchaser Shareholder will be required to meet any requests or the CVM requirements based on the governing law, related to the TO, within the maximum terms prescribed in the applicable regulations.

Paragraph 1 – The TO should (i) be directed indistinctly to all Company shareholders; (ii) be consummated in an auction to be held at BM&FBOVESPA; (iii) be launched for the price determined according to provisions of Paragraph 2 of this article, as applicable; and (iv) for payment on demand, in national lawful currency against acquisition in the TO of shares issued by the Company.

Paragraph 2 – The acquisition price in the TO of each share issued by the Company may not be lower than one point half (1.5) the highest amount between (i) the economic value calculated in a valuation report; (ii) one hundred per cent (100%) of the share issue price in any capital increase made upon public distribution occurring in the twelve (12)-month period prior to the date in which the TO becomes mandatory pursuant to this Article 45, duly updated by the IPCA up to the payment time; (iii) one hundred per cent (100%) of the average unit quotation of shares issued by the Company during the ninety (90)-month period prior to the date the TO is held, weighted by the trading volume in the stock exchange in which there is the highest trading volume of shares issued by the Company; and (iv) one hundred per cent (100%) of the highest amount paid by the Purchaser Shareholder for Company shares in any type of trading, in the twelve (12)- month period prior to the date the in which the TO becomes mandatory pursuant to this Article 45. Should the CVM regulations applicable to the TO prescribed in this case determine the adoption of a calculation criterion for fixing the acquisition price of each Company share at the TO that results in a higher acquisition price, that acquisition price calculated pursuant to the CVM regulations should prevail in the prescribed TO consummation.

Paragraph 3 – The TO requirement provided in the caption of this Article will not exclude the possibility of another Company shareholder or, as the case may be, the Company itself, making another concurring or isolated tender offer , pursuant to the applicable regulations.

Paragraph 4 – In case the Purchaser Shareholder does not comply with any obligations set forth in this Article, including as regards the compliance with terms (i) for performing or requesting the TO registration; or (ii) for satisfying occasional CVM requests or requirements, the Company’s Board of Directors will call a Special Shareholders Meeting in which the Purchaser Shareholder may not vote, to resolve on the suspension of the exercise of rights of the Purchaser Shareholder that failed to comply with any obligation imposed by this article, pursuant to the terms of Section 120 of the Brazilian Corporation Law, specifically and only with respect to the shares acquired in noncompliance with the obligations imposed in this Article, and without prejudice to the Purchaser Shareholder’s responsibility for damages caused to the other shareholders as a result of failure to comply with the obligations set forth in this Article.

Paragraph 5 – A Purchaser Shareholder that acquires or becomes the holder of other rights related to shares issued by the Company, including, without limitation, beneficial ownership or trust, in amount equal to or higher than twenty-five per cent (25%) of the total shares issued by the Company, will be equally required to held a TO, registered at CVM or not, according to the applicable regulations, pursuant to this Article, within no later than thirty (30) days.

Paragraph 6 – The provisions of this article do not apply in the event that a person becomes owner of shares issued by the Company in amount higher than twenty-five per cent (25%) of the total shares issued by the Company as a result of (i) legal succession; (i) takeover of another corporation by the Company; (iii) takeover of shares of another corporation by the Company; or (iv) subscription of shares in the Company, held in a single primary issue, which has been approved at the Company’s Shareholders Meeting.

Paragraph 7 – Involuntary increases in the equity interest resulting from the cancellation of treasury shares or decrease of the Company’s capital stock with cancellation of shares will not be computed for purposes of calculating the twenty-five per cent (25%) of the total shares.

Paragraph 8 – The valuation report mentioned in Paragraph 2 above should be prepared by an expert institution or company, with proven experience and independent as to the decision power of the Company, its Managers and/or controlling shareholders, and such report should also satisfy the requirements of section 8, §1, of Act No. 6,404/76 and contain the responsibility prescribed in §6 of the same Law section. The choice of the expert institution or company responsible for determining the Company’s economic value is of private responsibility of the Board of Directors. The costs for preparing the valuation report should be fully undertaken by the Purchaser Shareholder.

Paragraph 9 – The provisions of the New Market Listing Regulation will prevail in the events of losses of rights of the addressees of the tender offer mentioned in the Articles of Chapter VIII of these Bylaws

Article 47 – In the tender offer to be consummated by the Controlling Shareholder(s), Group of Controlling Shareholders or by the Company for deregistering of the Company as a publicly-held company, the minimum price to be offered should correspond to the Economic Value calculated in a valuation report, according to Section 49 of these Bylaws, in compliance with the applicable legal and regulatory rules.

Article 48 – The Controlling Shareholder(s) or Group of Controlling Shareholders of the Company should consummate the tender offer for acquisition of shares belonging to other shareholders, either because the Company’s delisting from the New Market occurs: (i) in order the securities it issues start to have a registration for the trading thereof outside the New Market; or (ii) by virtue of a corporate reorganization operation in which the securities of the company resulting from such reorganization are not accepted for trading in the New Market within one hundred and twenty (120) days as of the date of the Shareholders’ Meeting that approved said operation. The price to be offered should correspond at least to the Economic Value determined in a valuation report mentioned in Article 49 of these Bylaws, subject to the applicable legal and regulating rules.

Paragraph 1- The notice of tender offer consummation mentioned in this Article 48 should be informed to BM&FBOVESPA and disclosed to the market immediately after the Company’s Shareholders Meeting that has approved the delisting or said reorganization.

Paragraph 2 – In the assumption there is no Controlling Shareholder(s) or Group of Controlling Shareholders of the Company, if the Company’s delisting from New Market is resolved so that its securities are registered to be traded out of New Market, or due to corporate restructuring, in which the company resulting from this restructuring does not have its securities accepted for trading at New Market within one hundred and twenty (120) days as of the date of Shareholders’ Meeting which approved said operation, the delisting will be subject to the execution of tender offer under the same conditions provided for in Article 47.

Paragraph 3 – The Shareholders’ Meeting mentioned in previous paragraph shall define the one (those) liable for the tender offer, who in attendance of Shareholders’ Meeting shall expressly assume the obligation of conducting the offer.

Paragraph 4 – In the lack of a definition of those liable for conducting the tender offer, in case of corporate restructuring, in which the company resulting from this restructuring does not have its securities accepted for trading at the New Market, the shareholders who voted favorably to the corporate restructuring shall conduct said tender offer.

Article 49 – The valuation report provided in Articles 47 and 48 of these Bylaws should be prepared by an expert institution or company with proven experience and independence as to the decision power of the Company, its Managers and/or Controlling Shareholder(s), and such report should also satisfy the requirements of section 8, §1, of the Brazilian Corporation Law and contain the responsibility prescribed in Paragraph 6 of the same law provision.

Paragraph 1 – The choice of an expert institution liable for determining the Company’s Economic Value is a private competence of the Shareholders Meeting, beginning from the submission, by the Board of Directors, of a triple list, and the respective resolution should be taken, not computing the blank votes, by the majority of votes of the shareholders representing Outstanding Shares present at the meeting that, if installed at a first call, should be attended by shareholders representing at least twenty per cent (20%) of the total Outstanding Shares, or, if installed at a second call, may be attended by any number of shareholders representing Outstanding Shares.

Paragraph 2 – The costs for preparing the valuation report should be fully undertaken by the offering entity.

Article 50 – The Company’s delisting from New Market in view of failure to comply with obligations mentioned in the New Market Regulation is subject to the execution of the tender offer, at least, by the Economic Value of shares to be verified in valuation report referred to in Article 49 of these Bylaws, in compliance with applicable legal and regulatory rules.

Paragraph 1 – The Controlling Shareholder shall conduct the tender offer provided for in the caput of this article;

Paragraph 2 – In the assumption there is no Controlling Shareholder and the delisting from New Market referred to in the caput derives from resolution at the Shareholders’ Meeting, the tender offer shall be executed by shareholders to have favorably voted on resolution that implies non-compliance.

Paragraph 3 – In the event there is no Controlling Shareholder and the delisting from New Market referred to in the caput derives from act or fact of Management, the Company’s Management shall call for a Shareholders’ Meeting the agenda of which shall be the resolution on how to remedy the non-compliance with obligations mentioned in the New Market Regulation, or, where applicable, resolve on the Company’s delisting from the New Market.

Paragraph 4  If the Shareholders’ Meeting mentioned in Paragraph 3 above resolves on the Company’s delisting from the New Market, said Shareholders’ Meeting shall define the one (those) liable for the tender offer provided for in the caput, who in attendance of the meeting, shall expressly assume the obligation of conducting the offer.

Article 51 – The formulation of one single tender offer is permitted, aimed at more than one of the purposes provided in this Chapter VIII, in the New Market Regulation, or in the regulation issued by CVM, provided it is possible to make the procedures of all tender offer modalities compatible and there is no prejudice to the addressees of the tender offer, and CVM authorization is obtained when required by the governing law.

Article 52 – The shareholders responsible for conducting the tender offer provided in this Chapter VIII, in the New Market Regulation or in the regulation issued by CVM may ensure the consummation thereof by means of any shareholder or third party. The Company or shareholder, as the case may be, does not exempt itself from the obligation of conducting a tender offer until it is completed by observing the applicable rules.

Chapter IX – Arbitration Court

Article 53 – he Company, its shareholders, Managers and members of the Audit Committee (when installed) undertake to settle, by means of arbitration before the Market Arbitration Panel, any and all dispute or controversy that may arise between them, related with or originating from, particularly, the application, validity, effectiveness, construction, violation and its effects, of the provisions contained in the Brazilian Corporation Law, in these Bylaws, in the rules edited by the National Monetary Council, by the Central Bank of Brazil and by the CVM, as well as other rules applicable to the operation of the capital market in general, in addition to those appearing in the New Market Regulation, the Regulation of the Market Arbitration Chamber, and the New Market Participation Contract and Sanction Regulation.

Sole Paragraph – Without prejudice to the effectiveness of this arbitration clause, the request of urgent measures by the Parties, before establishing the Arbitration Court shall be sent to the Assistant Arbitrator, pursuant to item 5.1 of the Arbitration Rules of the Market Arbitration Panel.

Chapter X – Liquidation

Article 54 – The Company will be dissolved and liquidated in the cases provided for by law, and the Shareholders Meeting will be in charge of establishing the liquidation method and elect the liquidator, and, as the case may be, the Audit Committee for such purpose.

Chapter XI – Miscellaneous

Article 55 – The Company will comply with the shareholders’ agreements filed in its main office, and it is expressly prohibited to presiding officers of the Shareholders Meeting or the Board of Directors to accept statement of vote of any shareholder, signatory of the shareholders’ agreement duly filed in the main office, that is rendered in disagreement with what has been agreed upon in said agreement, and the company is also expressly prohibited from accepting and proceeding with the transfer of shares and/or encumbrance and/or assignment of the preferred right for subscription of shares and/or other securities that is not in accordance with what is provided and regulated in the shareholders’ agreement.

Article 56 – Cases omitted in these Bylaws will be settled by the Shareholders Meeting and regulated according to the provisions of the Brazilian Corporation Law, in compliance with the New Market Regulation.

Article 57 – Should the private collateral signature of one or more shareholders and/or managers be required by a Company creditor by virtue of obligations undertaken by the Company, the amount to be paid by the Company to the shareholders and/or mangers for granting said collateral signature will be determined at the respective Meeting of the Board of Directors or Board of Officers that approves such undertaking, and in the event a guarantee is granted by shareholders, said compensation should be ratified at a Shareholders Meeting.

Article 58 – Subject to the provisions of Article 45 of the Brazilian Corporation Law, the amount of refund to be paid to dissident shareholders will be based on the equity value appearing in the last balance sheet approved by the Shareholders Meeting.

Article 59 – Payment of dividends approved at a Shareholders Meeting, as well as distribution of shares originating from the capital increase will be made within no later than sixty (60) days from the publication date of the respective minutes, except for resolution on the contrary at the Shareholders Meeting, and in any case, within fiscal year.

Article 60 – The Company may trade with its own shares, subject to the legal provisions and rules that are issued by the Brazilian Securities and Exchange Commission.

Article 61 – The provisions of Article 46 of these Bylaws do not apply to shareholders that were already owners, directly or indirectly, of shares issued by the Company and its successors on the date of the Special Shareholders Meeting held on April 30, 2007, applying exclusively to those investors that acquire shares and become Company shareholders after such Shareholders Meeting.

Last update: October 11, 2018