Corporate By Laws & Regulations

BR MALLS PARTICIPAÇÕES S.A.
NIRE 33.3.0028170-3 CNPJ nº 06.977.745/0001-91

REGULATIONS

Board of Directors Regulations
Audit & Risk Committee Regulations
People and Compensation Committee Regulations

BY LAWS

Chapter I - Corporate name, headquarter, purpose and term

Article 1. BR MALLS PARTICIPAÇÕES S.A. ("Company") is a publicly held company governed by these Bylaws and by the applicable laws.

Article 2. The Company is headquartered at Av. Afrânio de Melo Franco, 290 - Salas 102, 103 e 104, Leblon, Rio de Janeiro - RJ, Brazil, and it may, upon Administration Board‘s resolutions, open, transfer and close main branches, branches, agencies, offices, storehouses, representing agencies and any other establishments anywhere within the National territory and/or abroad.

Article 3. The Corporate purpose encompasses: (i) the exploration of own or third party Malls, commercial or industrial buildings; (ii) economic and financial planning, development, commercialization, management and implementation of Malls, commercial and/or industrial buildings; (iii) exploration of parking lots; (iv) rendering of consulting and advisory services, related to management, planning and activities related to malls and/ or similar commercial endeavors; (v) technical assistance for implementation, organization and operation of industrial commercial or other types of companies; and (vi) real estate acquisition, directly sale and lease for commercial purposes or by companies which it already has or may have participation on share capital.

Article 4. Company’s term shall be undetermined.

Chapter II - Capital Stock and Shakes

Article 5. The fully subscribed and paid in capital stock of the Company is seven billion, one hundred fifty-nine million, three hundred fifty-seven thousand, seven hundred and seventy reais and ninety-six centavos (R$7,159,357,770.96), divided into six hundred and seven million, one hundred seventy-three thousand, four hundred twenty-one (607,173,421) registered common shares without par value.

First Paragraph. The stocks issued by the Company are under book-entry form, kept in checking account on behalf of its shareholders at a financial institution duly authorized by Comissão de Valores Mobiliários to render such kind of service. The stockholders may be charged the cost mentioned in Article 35, Paragraph 3 of the Law No.: 6.404/76, observing the limits eventually set forth by the Laws in force.

Second Paragraph. Each common share grants its shareholder the right to one vote on the General Meeting‘s resolutions.

Third Paragraph. The Company shall not issue preferred shares or participation certificates.

Fourth Paragraph. The shareholder shall have preemptive right upon the subscription of stocks to be issued in Company’s capital increase ratably to their number of shares, according to the Article 171 of the Law No.: 6.404/76. The preemptive right shall be exercised within 30 (thirty) days.

Fifth Paragraph. In the event the Law grants the withdrawal right to General Meeting’s resolution dissenting stockholders, the refund amount shall be based on the lowest amount between the Company’s economic and equity value in the latest financial statement approved by General Meeting, observing the provisions of the Article 45 of Law No.: 6.404/76.

Article 6. The Company has authorized capital and may increase its capital stock up to the limit of seven hundred and eighty million (780,000,000) shares, independent of any amendment to the Bylaws, by decision of the Board of Directors, which shall determine the price and number of shares to be issued, the terms and conditions of the issue, the subscription and the payment and placement of the shares to be issued.

Sole Paragraph. The Company may grant stock option to its administrators, employees and service providers, as well as to other companies - directly or indirectly controlled by the Company - administrators and employees within authorized capital limit and by Board of Director’s resolution regarding the stock option plan approved in General Meeting.

Article 7. The Company shall have the right - through Board of Directors‘ resolution - to deny the preemptive right or reduce its term for the issuance of stocks, debentures convertible into shares or subscription bonds carried out upon sales in stock market, public subscription or exchange for stocks in mandatory controlling purchase public offering according to the terms of Articles 257 to 263 of Law No.: 6.404/76. The preemptive right shall not be effective upon granting or exercising the stock option according to the Law No.: 6.404/76, Article 171, Paragraph 3.

Article 8. The shareholders who do not carry out the payments corresponding the subscribed stocks in compliance with the provisions set forth in the respective Subscription Prospectus, in stock capital raisings upon issuance of new stocks, shall be legally in arrears under the terms of the Law 6.404/76, Article 106, Paragraph 2, being subjected to (i) a 10% (ten percent) fine upon the due installment, without prejudice to monetary restatement according to IGP-M (General Index of Market Prices) variation released by FGV (Fundação Getúlio Vargas) or another index that may replace it - in the event it’s no longer in effect - by the least admitted periodicity; (ii) the Law No.: 6.404/76, Article 107; and (iii) the payment of a 12% interest on arrears per annum, pro rata temporis.

Chapter III - General Meeting

Article 9. The Ordinary General Meeting shall be held within the 04 (four) months following the fiscal year‘s end to resolve about the subjects in Law No.: 6.404/76, Article 132, and the Extraordinary General Meeting shall be held whenever required by the Company’s purpose, Company’s Bylaws and/or by the Laws.

First Paragraph. The General Meeting shall be summoned according to the Laws. Regardless summoning formalities, the General Meeting attended by all stockholders shall be considered in regular standing.

Second Paragraph. The General Meeting shall be held and presided by the Board of Director’s Chairman, or in the event he/she is absent, by any other Board of Director‘s member who may be appointed by resolution of the majority of the present shareholders or, in the event of absence of all Board of Director’s members, the chairman shall be appointed among the present stockholders by majority resolution. The Chairman shall appoint the presiding board secretary among the present Directors.

Third Paragraph. The General Meeting’s resolutions, observing the exceptions provided by Law and by these Bylaws, shall be approved by majority of votes, excepting votes in blank.

Article 10. Without prejudice to the other issues set forth by Law or in these Bylaws, the General Meeting shall be responsible to:

(a) resolve about the withdrawal of the Company from Novo Mercado of São Paulo‘s Stock Market - BOVESPA ("Novo Mercado"), which shall be informed to São Paulo Stock Market - BOVESPA, through a written notice, within 30 (thirty) days in advance;
(b) choose among the qualified and named institutions - through a three-name list - by the Board of Directors the one which shall be responsible to prepare the Company’s shares appraisal report for the purpose of (i) withdrawing Novo Mercado and/or (ii) cancelling the publicly held company registration; and
(c) resolve the omitted cases herein, according to the Law No.: 6.404/76.

Chapter IV - Management

Section I - General Rules

Article 11. The Company shall be managed by a Board of Directors and by an Administration Board according to the Law and according to these Bylaws.

First Paragraph. Members of the Administrative Council and Board of Directors shall be vested in their respective offices upon signing the instrument of investiture in the proper book, within 30 (thirty) days following the election, and are not required to post bond as collateral for their management.

Second Paragraph. The qualification and investiture of the officers to their respective positions shall be subjected to (i) the previous subscription of the Officers Instrument of Agreement mentioned on Novo Mercado Listing Rules; and (ii) the adherence to the Manual of Disclosure and Use of Information, and Trading Policy on Securities Issued by the Company by signing the respective instrument, and compliance with applicable legal requirements.

Third Paragraph. Members of the Administrative Council and Board of Directors are required, without adverse effects to the duties and responsibilities assigned to them by law, to be discreet with all Company business, and shall treat as confidential all information of non-public nature to which they have access and relating to the Company, its business, employees, officers, shareholders or contractors and service providers, undertaking to use such information in the exclusive and best interest of the Company.

Article 12. The General Meeting shall determine the remuneration of the Company officers, either individually or globally. In case the remuneration is determined globally, the Administrative Council shall be responsible for setting the amounts to be paid individually. The Administrative Council shall also be responsible for distributing, when appropriate, profit sharing established by the General Meeting.

Section II - Administrative Council

Article 13. The Administrative Council is composed of at least 05 (five), and a maximum of 07 (seven) sitting members and equal number of substitutes, linked or not to specific sitting members, all elected and dismissable at any time by the General Meeting, with a unified term of office for two (2) years, and re-election is allowed. Exceptionally and for transition purposes, when a Controlling Shareholder owing more than 50% (fifty percent) of the Company share capital ceases to exist, members of the Administrative Council may be elected only once for a unified term of office for up to 3 (three) years, given that the possible re-election of these members of the Administrative Council shall be for a term of office for 2 (two) years.

Sole Paragraph. The Administrative Council shall have a Chairman and a Vice-Chairman, who shall replace the Chairman in his absences or temporary impediments, who shall be elected by a majority of votes of the sitting members. The positions of Chairman of the Administrative Council and Chief Executive Officer may not be combined in the same person, except in the event of a vacancy that shall be specifically disclosed to the market, and measures to fill the respective positions within 180 (one hundred and eighty) days shall be taken.

Article 14.Only people who, in addition to legal and regulatory requirements, meet the conditions below may be elected to join the Administrative Council:

(a) have more than 35 years old;

(b) have unblemished reputation, relevant knowledge and experience for the Company activities;

(c) do not occupy positions or roles in a company or entity that may be considered competitor of the Company or its controlled companies;

(d) are not employees, managers, partners or associates of company or entity providing services to a company or entity that may be considered competitor of the Company or its controlled companies; and

(e) do not have or represent interest conflicting with the Company or its controlled companies.

First Paragraph. Members of the Administrative Council, who no longer fulfill the requirements of this article, by supervening or unknown fact at the time of their election, shall submit their resignation immediately.

Second Paragraph. Without adverse effects to the provisions of paragraph one above, compliance with the requirements for the condition of Independent Council member and with other of this article by each Council Member shall be subject to monitoring and continuous evaluation by the remaining Council Members, who may decide to (i) recommend the resignation of their peers, document such decision in the minutes; and (ii) call a General Meeting to decide on the removal of such Council Member and election of substitute.

Article 15. At least 20% (twenty percent) of the sitting members of the Administrative Council shall be Independent Council Members, as defined in the second and third paragraphs below.

Paragraph One. When as a result of compliance with the percentage referred to in the caput of this article, there is a fractional number of Council Members it shall be rounded to a whole number: (i) immediately higher, when the fraction is equal to or greater than 0.5, or (ii) immediately lower, when the fraction is less than 0.5.

Paragraph Two. For all intents and purposes hereof, "Independent Council Member" is the one defined as such in the New Market Listing Rules, and expressly stated in the minutes of the General Meeting that elects him.

Paragraph Three. Independent Council Members shall also be considered those elected by the option provided for in §§ 4 and 5 of Article 141 of Law No. 4.404/76.

Paragraph Four. Members of the Administrative Council shall remain in their respective positions and offices until their substitutes are elected and take office or until their respective deputies take office, unless otherwise decided by the General Meeting.

Article 16. In case of vacancy in the position of council member with no alternate, the Administrative Council shall elect a substitute, who shall serve until the first General Meeting to be held. The substitute elected by the General Assembly to fill the vacancy shall complete the term of office of the council member replaced.

Article 17. The Administrative Council shall meet, ordinarily, once every 03 (three) months, and extraordinarily whenever corporate interests require. The Administrative Council meetings shall be convened by the Chairman, Vice-Chairman or any 2 (two) council members acting together, by means of written call notice - letter, telegram, facsimile, electronic mail or any other means of communication with proof of receipt - containing the agenda, besides the place, date and time of the meeting. The calls shall submit proposals or documents to be discussed or appreciated, whenever possible.

Paragraph One. The Administrative Council meetings shall be convened with at least 10 (ten) days in advance, given that in cases of manifest urgency, the call for the Administrative Council meetings may be exceptionally made 05 (five) days in advance, subject to the other formalities. The attendance of all members of the Administrative Council shall waive any convening formalities.

Paragraph Two. The Administrative Council meetings shall be convened with the attendance of the majority of its members. The council member attending the meeting is considered regularly called. Once convened, the Administrative Council meetings shall be chaired by the Chairman or Vice-Chairman, who will invite one attendee or the Company lawyer to be the Secretary.

Paragraph Three. Decisions shall be taken by majority of votes, and there is no casting vote of the Administration Council Chairman or Vice-Chairman.

Paragraph Four. Council members may attend meetings of the Administrative Board by conference call, video conference or other means of electronic communication and shall be considered at the meeting, and confirmation of their votes in writing shall be sent by the end of the meeting by letter, facsimile or electronic mail; the chairman of the meeting shall be vested with the powers to sign the respective minutes of the Administrative Council Meeting on behalf of the council member not attending it physically.

Paragraph Five. In case of absence, members of the Administrative Council shall be replaced as follows and in the following order: (a) by their specific alternate if any, or, if none, (b) by a sitting member or alternate of the Administrative Council appointed in writing by the absent council member. The sitting member appointed by the absent council member to represent him at the Administrative Council meeting shall have the vote of the absent member council, in addition to his own.

Paragraph Six. Minutes of the Administrative Council meetings shall be drawn up in proper book, signed by all the members present at the meeting or by as many as suffice for the validity of the decisions taken.

Article 18. Once the term of office is finished, members of the Administrative Council shall remain in their positions until the investiture of the newly elected council members.

Article 19. Without adverse effects to other powers granted by law and by these Bylaws, the Administrative Board shall:

(a) Establish the general direction of the Company business;

(b) Approve the Company annual operating budget and business plan, as well as any subsequent amendments thereto (since until the budget or plan for a given fiscal year is not approved, the previous year budget or plan shall be used provisionally);

(c) Attribute the monthly fees for each of members of the Company management from the global amount of remuneration set by the General Meeting, as provided for in Article 12 hereof;

(d) Elect and remove Directors and managers of the Company, and establish their duties, subject to the provisions in the current Bylaws;

(e) Supervise the management of Directors;

(f) Propose stock option plans for managers, employees, service providers, as well as managers and employees of other companies directly or indirectly controlled by the Company;

(g) Determine general criteria of remuneration and policies on benefits for the Company officers, and companies directly or indirectly controlled by the Company;

(h) Previously approve the implementation and change in long-term incentive remuneration plan of the Company employees and/or companies directly or indirectly controlled by the Company;

(i) Call the General Meeting;

(j) Submit proposal to change these Bylaws to the General Meeting;

(k) Express an opinion on the management report, accounts of the Board of Directors and Company financial statements;

(l) Propose to the General Meeting the allocation of net income for the year, subject to the provisions hereof;

(m) Authorize the calculation of bi-annual balance sheets or for shorter periods, and the distribution of interim dividends based on income estimated in such balance sheets, subject to the limitations and statutory and legal provisions;

(n) Attribute to the Company officers their share in the profitscalculated in the Company balance sheets, including interim balance sheets, subject to the limitations and statutory and legal provisions;

(o) Authorize any change in accounting policies or Company reporting, except as required by generally accepted accounting principles in the jurisdictions where the Company operates;

(p) Choose and dismiss independent auditors of the Company;

(q) Approve the issue of shares or subscription bonuses up to the limit of authorized capital, setting the issue price, form of subscription and payment in full and other conditions of the issue, further defining whether subscription preference shall be given to shareholders;

(r) Approve the issue of simple debentures, not convertible into shares and without collateral;

(s) Authorize the issue of bonds, notes, commercial papers and other instruments used by the market to raise funds, and may decide on the issue and redemption conditions;

(t) Approve the acquisition by the Company of shares of its own issue to be kept in treasury or for cancellation;

(u) Unless provided for in the annual budget or business plan then in force, approve business transactions and contracts of any kind between the Company on the one hand, and its shareholders and or officers on the other;

(v) Previously authorize: (i) the execution by the Company of any contracts, including, for example, for the acquisition of corporate interests or assets; or (ii) the granting by the Company of collateral or personal guarantee on behalf of the Company or company controlled by it or third parties - in any of the cases contemplated in items (i) or (ii) in operations where they are part of the Company or any of its controlled companies, and whose value exceeds the highest amount between R$ 50,000,000.00 (fifty million reais) or 10% (ten percent) of the total consolidated assets of the Company;

(w) Authorize the acquisition, disposal, transfer, assignment, encumbrance or other mode of disposal for any purpose, including contribution to the capital of another company of good of permanent assets, whose value exceeds the highest amount between R$ 50,000,000.00 (fifty million reais) or 10% (ten percent) of the total consolidated assets of the Company;

(x) Decide on taking out by the Company of financing and loans in amount superior to 10% (ten percent) of the Company net worth or company controlled by it, calculated on the last approved balance sheet of the respective company by separate operation;

(y) Determine the Company debt limit;

(z) Previously decide on the petition for bankruptcy or judicial or extrajudicial recovery by the Company;

(aa) Draw up the list of three institutions or companies specialized in economic appraisal of company to be submitted to the General Meeting regarding the preparation of appraisal report of the Company shares to leave the New Market and/or cancel the registration of publicly-held company; and

(bb) Express its opinion in favor or against any public offering for acquisition of shares having as purpose shares issued by the Company by means of substantiated prior opinion disclosed within 15 (fifteen) days of publication of the notice of the public offering of shares, which shall address at least (i) the convenience and opportunity of the public offering of shares as for the interest of the group of shareholders and in relation to liquidity of securities owned by them; (ii) repercussions of the public offering of shares on the Company interests; (iii) strategic plans disclosed by the offering shareholder in relation to the Company; (iv) other points that the Administrative Council deems appropriate, as well as information required by the applicable rules established by CVM.

Section III. - Board of Directors

Article 20. The Board of Directors is the Company management and representation body, empowered to perform all acts necessary to ensure its proper operation.

Paragraph One. The Board of Directors shall be composed of at least 03 (three) and a maximum of 07 (seven) directors, shareholders or not, residing in Brazil: 1 (one) Chief Executive Officer, 1 (one) Chief Financial Officer and Investor Relations Officer; it may also be 1 (one) Commercial Director, 1 (one) Chief Operating Officer, 2 (two) Business Development Officers and 1 (one) Legal Director elected by the Administrative Board, having terms of office for 3 (three) years, who may be reelected and dismissed at any time by the Administrative Board.

Paragraph Two. The tenure of Directors shall be automatically extended until the investiture of their substitutes.

Paragraph Three. Directors may accumulate more than a role indicated in the caput of this article by decision of the Administrative Board.

Paragraph Four. The position of Director ceases any time when the person in charge is dismissed or when the tenure ends, in case there is no reappointment, subject to the provisions of paragraph two above. The resignation becomes effective with respect to the Company when the Company acknowledges receipt of the written communication from the resigning person, producing effects on third parties in good faith after its filing in the Public Registry of Mercantile Companies and publication.

Paragraph Five. The replacement of Directors, in case of absence or temporary impediment, or by resignation, death or disability shall be decided during a meeting of the Administrative Council, and the Chairman and/or Vice-Chairman may elect the substitute internally.

Article 21. The Board of Directors is not a joint body; however it may meet whenever necessary, at the discretion of the CEO, who shall chair the meeting. In the absence of the CEO, the Chief Financial Officer shall chair the meetings of the Board of Directors, and in the absence of both any of the other Directors.

Sole Paragraph. The meeting of the Board of Direction shall be convened with the presence of directors

Article 22. The Chief Executive Officer is responsible for:

a) submitting work plans and annual budget, investment plans and new expansion programs of the Company and its controlled companies to the Board of Directors, implementing them as approved;

b) formulating the Company strategies and operating guidelines, as well as establishing the criteria for executing the decisions of the General Meeting and Administrative Council, with the participation of the other directors/officers;

c) supervising all activities of the Company;

d) guiding, coordinating and supervising the activities of the other Officers, calling and chairing the meetings of the Board of Directors; and

e) performing all other duties assigned by the Board of Directors.

Article 23. The Investor Relations Officer is responsible for:

a) Company‘s financial administration;
b) support the CEO with his assignments; and
c) carry out other specific assignments set forth by the Board of Directors and support the CEO and the other Company‘s Officer whenever necessary.

Article 24. The Sales Officer shall be responsible to:

a) the Company financial management;

b) Assisting the CEO in his duties;

c) Managing the Company relationship with its shareholders, the Securities and Exchange Commission of Brazil - CVM, BM&FBOVESPA and market in general;

a) submitting work plans and annual budget, investment plans and new expansion programs of the Company and its controlled companies to the Board of Directors, implementing them as approved;

b) formulating the Company strategies and operating guidelines, as well as establishing the criteria for executing the decisions of the General Meeting and Administrative Council, with the participation of the other directors/officers;

c) supervising all activities of the Company;

d) guiding, coordinating and supervising the activities of the other Officers, calling and chairing the meetings of the Board of Directors; and

e) performing all other duties assigned by the Board of Directors.

Article 23. The Investor Relations Officer is responsible for:

a) the Company financial management;

b) Assisting the CEO in his duties;

c) Managing the Company relationship with its shareholders, the Securities and Exchange Commission of Brazil - CVM, BM&FBOVESPA and market in general;

d) disclosing acts or facts related to business of interest to the Company to investors, Securities and Exchange Commission of Brazil - CVM, BM&FBOVESPA and other markets where securities issued by the Company are allowed in the negotiation, ensuring their wide and immediate disclosure;

e) keeping the Company registration updated in accordance with the applicable regulations, providing the necessary information; and

f) performing other duties defined by the Administrative Council, assisting the Chief Executive Officer and other directors of the Company, whenever necessary.

Article 24. The Legal Director is responsible for:

a) establishing, managing and coordinating the legal strategy adopted by the Company;

b) managing the activities of civil legal, real estate, corporate and labor area of the Company;

c) coordinating judicial and extrajudicial proceedings of the Company;

d) performing all other duties assigned by the Administrative Council.

Article 25. The Commercial Director is responsible for:

a) coordinating the development of administrative, management and marketing activities of units in projects in which the Company participates, either directly or indirectly;

b) Monitoring the composition and variation in the mix of shopping centers in which the Company participates, either directly or indirectly; and

c) performing other specific duties defined by the Administrative Council, assisting the Chief Executive Officer and other directors of the Company, whenever necessary.Article 26.

Article 26. The Chief Operating Officer is responsible for:

(a) coordinating the implementation, structuring, negotiating and monitoring the development of each of the undertakings and projects in which the Company participates, either directly or indirectly; and

(b) performing other duties defined by the Administrative Council, assisting the Chief Executive Officer and other directors of the Company, whenever necessary.Article 27. Without prejudice to other assignments and competences set forth by Law, the Administration Board shall be responsible to manage and carry out the assignments set forth by the General Meeting, Board of Directions and these Bylaws to perform the necessary acts for the normal Company‘s operation, setting forth the administration and direction of the Company‘s business and activities, in addition to:

Article 27. Business Development Officers are responsible for:

(a) prospecting, analyzing and negotiating opportunities for investment and divestment for the Company;

(b) analyzing and evaluating activities to be developed and/or made by the Company, including by examining the economic and financial viability of new business opportunities; andChapter V - Audit Committee

c) performing other specific duties defined by the Administrative Council, assisting the Chief Executive Officer and other directors of the Company, whenever necessary.

Article 28. Without adverse effects to other duties and powers provided by law, the Board of Directors is responsible for managing the Company and performing the duties that the General Meeting, Administrative Council and these Bylaws may grant it for the acts necessary for the Company‘s regular operation, being in charge of the Company business administration and management, and activities, including:

(i) Conducting the Company general policy and management, as directed by the Administrative Board;

(ii) Implementing and coordinating the progress of the Company normal activities, ensuring compliance with the Law, these Bylaws, resolutions of the Administrative Board and General Meeting;

(iii) Preparing and submitting the report of the Board of Directors and financial statements for each year to the Administrative Council, together with the report of independent auditors and proposal to invest profits earned in the previous year;

(iv) Preparing the business plans and corporate budgets, annual or multi-annual, and submit them to the Administrative Council;

(v) Deciding on branches, agencies, warehouses, offices and any other Company establishments in the country or abroad;

(vi) Keeping the members of the Administrative Board informed of the activities of the Company and its controlled companies, as well as the progress of its operations.Chapter VI - Fiscal Year, Financial Statement And Earnings

(vii) Representing the Company, either actively and passively, in and out of court, subject to the provisions and limitations set forth herein, particularly those referred to in Article 19 above;

(viii) contracting, compromising, contracting obligations, waiving, giving up, entering into agreements, signing commitments, taking out loans and financing, disposing of, purchasing, mortgaging, or otherwise, encumbering the Company properties, furniture, real estates and other rights, subject to the provisions and limitations set forth herein, particularly those referred to in Article 19 above;

(ix) Accepting, drawing, endorsing and guaranteeing foreign exchange documents, trade acceptance bills, checks, promissory notes and any other instruments of credit that may imply liability for the company, subject to the provisions and limitations set forth herein, particularly those referred to in Article 19 above;

(x) Opening, making withdrawals and closing bank and investment accounts; and

(xi) Performing other legal duties assigned by the Administrative Council and/or by these Bylaws.

Paragraph One. The Company representation in court or out of it, either actively or passively, in any acts or legal transactions implying responsibility or liability for the Company or exempting it of obligations to third parties shall mandatorily be carried out: (i) by 02 (two) directors acting jointly; or (ii) by 01 (one) director acting jointly with 01 (one) attorney in fact with specific powers, duly appointed pursuant to Paragraph Two below; (iii) by 02 (two) attorneys in fact with specific powers, acting jointly, duly appointed in accordance to Paragraph Two below; or (iv) exceptionally, by 1 (one) attorney in fact acting alone, duly appointed pursuant to Paragraph Two below, provided that authorized by the majority of directors or by 02 (two) officers, being 01 (one) of them the Chief Executive Officer.

Paragraph Two. Powers of attorney on behalf of the Company shall be granted exclusively by 02 (two) officers acting jointly, and shall specify the powers granted and shall not have a period longer than one (1) year, except for powers of attorney granted for judicial purposes (ad judicia) or for representation in administrative proceedings.

Paragraph Three. Acts of any of the Directors/Officers or attorneys in fact involving the Company in obligations relating to business and/or operations other than those included in corporate purpose such as guarantees, sureties, endorsements or any other guarantees on behalf of third parties are expressly forbidden, being invalid and void with respect to the Company.

Chapter V - Audit Committee

Article 29. The Company has a non-permanent Audit Committee which shall be established whenever required by the shareholders according to the Law No.: 6.404/76, and its assignments, competences, responsibilities and duties are set forth in such Law. The Audit Committee shall be dismissed in the first Ordinary General Meeting, and its members may be reelected.

First Paragraph. When established, the Audit Committee shall be comprised by 3 (three) actual members and 3 (three ) deputies elected by General Meeting.

Second Paragraph. Audit Committee members‘ compensation shall be set forth by the General Meeting in which they were elected.

Third Paragraph. The investiture of the Audit Committee members is subjected to the previous subscription of the Audit Committee Members‘ Instrument of Agreement provided by Novo Mercado Listing Rules.

Fourth Paragraph. When established, the meetings of the Audit Committee shall be held whenever necessary upon the summoning of any of its members, and the resolutions shall be drawn up in the minutes of such meetings.

Chapter VI - Fiscal Year, Financial Statement And Earnings

Article 30. The fiscal year shall begin on January 1st and end on December 31 of each year. The financial statements provided by Law shall be prepared in the end of each fiscal year and each calendar quarter.

Sole Paragraph. The distributed dividends and the interest paid over proper capital according to the terms of this Article 30 shall be attributed to the mandatory dividends set forth herein in the Article 31, item (b), Second Paragraph.

Article 31. Article 31. The Company, by resolution of the Board of Directors, may assess half-yearly, quarterly or monthly financial statements, as well as to pay dividends or interest over proper capital to the profit account assessed by such financial statements. The Company, by resolution of the Board of Directors, may also pay intermediary dividends or interest over proper capital to the accumulated profit account or to the reserve of existing profits in the previous annual or half-yearly financial balance.

Sole Paragraph. The distributed dividends and the interest paid over proper capital according to the terms of this Article 30 shall be attributed to the mandatory dividends set forth herein in the Article 32, item (b), Second Paragraph.

Article 32 -Eventual accumulated losses and the income tax reserve shall be deducted from the fiscal year‘s earnings before profit sharing.

First Paragraph. The Administration Board‘s bonus shall be calculated over the non-distributed earnings - calculated according to the leading paragraph of this Article 32- up to the legal maximum limit.

Second Paragraph. Out of the fiscal year‘s net income obtained after the abovementioned deduction:

(a) 5% (five percent) shall be destined to the statutory reserve up to the limit of 20% (twenty percent) of the paid-in capital stock; and

(b) 25% (twenty-five percent) of the fiscal year‘s net income balance obtained after the deduction referred in the paragraph above and after the deduction for the purpose mentioned in Art. 31, Second Paragraph, item (a) adjusted according to the Law No.: 6.404/76, Article 202 shall be destined to the mandatory payment of dividends to all shareholders.

(c) the remaining par og yje net income, proposed by the management, can be entirely or partially destined to "Investment Reserves" for the maintenance, development and expansion of our social activities. The "Investment Reserves" cannot be higher than 100% of the capital stock. The sum of the "Investment Reserve" and all other capital reserves (except unrealized profits) cannot surpass 100% of the capital stock.

Third Paragraph. Once the abovementioned distribution is complied, the balance destination shall be approved by General Meeting after decision from the Board of Directors, observing the legal applicable provisions.

Fourth Paragraph. The stated dividends shall be paid within the legal terms subjected only to monetary restatement and/or interest upon General Meeting’s resolution, and if not claimed within 3 (three) years from such resolution with approved its distribution, they shall be expired and inure to the benefit of the Company.

Chapter VII - Publicly Held Company Registration Canceling

Article 33 - The publicly held company registration canceling shall be carried out through stocks acquisition public offering to be performed by the Controlling Shareholder or by the Company, and the minimum price shall be the economic value assessed upon stocks appraisal report according to the Article 34, below.

Sole Paragraph. For the purposes of these Bylaws:

a) "Seller Controller Shareholder" shall be the Controlling Shareholder when it carries out Company‘s control sale.

b) "Controlling Shareholder" shall be the shareholder or group of shareholder bound by vote or under common control which has the Company’ Controlling Power;

c) "Controlling Shares" shall be the tranche of shares which directly or indirectly insure to its shareholder(s) the individual and/or shared exercise of the Company’s Controlling Power;

d) "Outstanding Shares" shall be the shares issued by the Company, excepting the shares held by the Controlling Shareholder, people bound to the Controlling Shareholder, Company’s administrators and the shares kept in treasury;

e) "Sale of Control" shall be the remunerated Controlling Shares transference to a third party;

f) "Purchases" shall be the party receiving the Controlling Power from the Selling Controlling Shareholder in a Company‘s Sale of Controlling Power

g) Shareholders: group of people (i) bound by contracts or voting agreements of any nature, whether directly or through subsidiary companies, parent companies or companies under common control; or (ii) among whom there is a relationship of control nature; or (iii) under common control.

h) "Controlling Power" shall mean the power effectively used to direct the corporate activities and directly or indirectly guide Company’s bodies actual and legal operations. There is relative controlling ownership presumption related to the person or group of people bound by voting trust or under common control who are holder of shares which assured them the absolute majority of votes of the shareholders who attended the last three Company’s general meeting, even if they are not holders of shares which insure them the absolute majority of the capital stock; and

i) "Controlling Shareholders Instrument of Agreement" shall be the instrument through which the new Controlling Shareholder(s) joining the Company’s controlling group personally undertake(s) the responsibility to comply with the Novo Mercado Sharing Agreement, Novo Mercado Listing Rules, Commitment Clause included in Article 43 and with the Arbitration Rules according to the model of Novo Mercado Listing Rules.

Article 34 - The appraisal report shall be prepared by a specialized company with proven experience and independent from the Company‘s decision power, as well as its administrators and relevant shareholders‘ decision power, observing the requirements set forth in the Brazilian Corporation Law, Article 8, Paragraph 1 and it shall have the responsibility set forth in Paragraph 6 of such Article.

First Paragraph. The General Meeting shall be solely responsible to choose - from the three-name list presented by the Board of Directors - the specialized company responsible to appraise the Company’s economical value. Such resolution shall be carried out by the majority of votes (excepting votes in blank) of the shareholders representing the Outstanding Shares who attended such meeting which, if held by the first summoning, shall count with the attendance of the shareholders representing, at least, 20% (twenty percent) of the Outstanding Shares total, or if held in second summoning, the meeting may count with the attendance with any number of shareholder representing the Outstanding Shares.

Second Paragraph. The costs arising out the appraisal report preparation shall be paid by the offering party.

Article 35 - When publicly held company cancelling decision is informed to the market, the offering party shall release the maximum value per share or tranche of shares (with one thousand shares) of the public offering.

First Paragraph.The offering party shall not release a higher value than the one in the appraisal report for such public offering.

Second Paragraph. If the stocks economic value appraised according to the Article 34 is higher than the value informed by the offering party, the resolution to carry out the publicly held company registration cancelling shall be immediately repealed, except if the offering party expressly agree to prepare such public offering by the appraised economic value, and release to the market the adopted resolution.

Third Paragraph. The Company’s publicly held company registration cancelling procedure shall meet the requirements set forth by the applicable rules to publicly held companies and the precepts of the Novo Mercado Listing Rules.Article 36 - The Controlling Shareholder jointly and severally with the Purchaser shall offer its shares to the other shareholders by the price and conditions - duly updated - obtained by the Seller Controlling Shareholder upon sale of its own shares observing the same rules applicable to the controlling sales set forth in Chapter IX herein in the event the sale of the Company’s Block of Control is held within the 12 (twelve) subsequent months to Withdrawal from Novo mercado.

Chapter VIII - Withdrawal From Novo Mercado

Article 36 - Company’s withdrawal from Novo Mercado shall (i) be approved in General Meeting by the majority of votes of the present shareholders except when the withdrawal is due to cancelling of the public company status (ii) and informed with, at least, 30 (thirty) days in advance to São Paulo’s Stock Market (BOVESPA) through a written document. The withdrawal from the Novo Mercado does not mean that the company loses its status as a public company registered in BM&F Bovespa.

Article 37. In the event the Company’s Withdrawal from Novo mercado is a consequence of a company’s restructuring in which the resulting company is not allowed to trade in Novo Mercado in at least 120 (one hundred and twenty), the Controlling Shareholder shall also carry out a public offering of stocks held by the other Company’s shareholders by, at least, the economic value appraised in the appraisal report prepared according to the terms of the Article 34 herein, observing the Article 41 in the event of Diluted Ownership. The public offering should be communicated to BM&FBOVESPA and a notice to the market must be sent immediately after the assembly that approved the exit from Novo Mercado.

Article 38. If there is no Controlling shareholder, in the event the Company’s Withdrawal from Novo mercado is a consequence of a company’s restructuring in which the resulting company is not allowed to trade in Novo Mercado in at least 120 (one hundred and twenty), the exit from Novo Mercado is conditioned to a Public Offering of acquisition in the same conditions mentioned in the first paragraph of this article.

First Paragraph. The general assembly must define the responsible agents that will conduct the public acquisition offer and the entire assembly must carry out the offer.

Second Paragraph. In the case of undefined responsible agents and in case the corporate restructuring in which the resulting company does not have its stocks approved to be trade at Novo Mercado, shareholders that voted for the corporate restructuring will carry out the public offer

Article 39. The delisting from Novo Mercado as a result of disregard of the obligations set forth in the Novo Mercado Listing Rules is conditioned to the public offer for the purchase of stocks, for no less than the Economic Value of the stocks, to be determined in Appraisal Report referred to in the Article 34 of these Bylaws, with the observance of applicable laws and regulations.

Paragraph 1. The Controlling Stockholder shall make public offer of stocks set forth in the caput of this Article.

Paragraph 2. In the event there is no Controlling Stockholder and the delisting from Novo Mercado referred to in the caput results from decision of the General Meeting, the stockholders who voted in favor of the decision that led to the corresponding non-observance shall make the public offer for the acquisition of stocks set forth in the caput.

Paragraph 3. In the event there is no Controlling Stockholder and the delisting Novo Mercado referred to in the caput results from act or fact of Administration, the Administrators of the Company shall convened the General Meeting of Stockholders, which agenda shall be the decision on how to solve the non-compliance of obligations set forth in the Novo Mercado Listing Rules or decide on the delisting of the Company from Novo Mercado.

Paragraph 4. In case the General Meeting set forth in the Paragraph 3 above determines the delisting of the Company from Novo Mercado, said General Meeting shall define the ones responsible for the public offer for the acquisition of stocks set forth in the caput, who, being present in the Meeting, shall expressly accept the obligation to make the offer.

Artigo 40. The sale of the Controlling Interest of the Company that occurs within twelve (12) months subsequent to its exit from the New Market shall oblige the Selling Controlling Shareholder, jointly and severally with the Purchaser, to offer the other shareholders the acquisition of its shares at the price and under the conditions obtained by the Selling Controlling Shareholder in the sale of its own shares, duly adjusted for inflations, in accordance with the rules applicable to sales ofcontrolling interest set forth in Chapter IX of these Articles of Incorporation.Chapter X - Diluted Ownership

Paragraph 1. If the price obtained by the Selling Controlling Shareholder in the sale referred to in the head provision of this article is greater than the amount of the public offering for exit held in accordance with the other provisions of these Articles of Incorporation, the Selling Controlling Shareholder, jointly and severally with the Purchaser, shall be obliged to pay the difference in the amount determined to those which accept the respective public offering, under the same conditions set forth in the head provision of this article.

Paragraph 2. The Company and Controlling Shareholders are hereby obliged to enter in the Share Register of the Company, with respect to the shares held by the Controlling Shareholder, the encumbrance that obliges the Purchaser of these shares to extend to the other shareholders of the Company the same price and payment conditions as those offered to the Selling Controlling Shareholder, in the event of sale, as set forth in the head provision and in Paragraph One above.

Chapter IX - Sale Of Control

Article 41. The sale of Company‘s Control either by a single operation as well as by successive operations shall be contracted under suspensive or resolutory condition through which the Purchaser of Control shall carry out a purchase of shares public offering to the other shareholder, observing the conditions and terms set forth by the Laws in force and by Novo Mercado Listing Rules, to assure the shareholder an equal treatment to the Seller Controlling Shareholder.

Article 42. The Public Offering mentioned in Article 37 shall also be carried out:

a) in the event of remunerated assignment of the shares subscription rights and other securities or rights related to securities convertible into shares which may cause the Sale of Company‘s Block of Control; and

b) in the event of sale of company‘s control which holds the Company‘s Block of Control, provided that the Seller Controlling Shareholder shall inform São Paulo Stock Market (Bovespa) the Company‘s sale price and attach the documentation proving such value.

Article 43. The party who already holds Company‘s shares and purchase the Company‘s Control due to a private share purchase agreement executed by the Controlling Shareholder regarding to any amount of shares shall be responsible to:

a) carry out the Public Offering mentioned in Article 37;

b) indemnify the shareholders from whom it purchased stocks in stock market within the 6 (six) previous months from the Sale of Block of Control date, to whom it shall pay the difference between the price paid to the Seller Controlling Shareholder and the amount paid in stock per shares of the Company within such period, duly updated; and

c) carry out the applicable measures to recover the minimal percentage of 25% (twenty-five percent) of the total of Company‘s Outstanding Shares within the 6 (six) following months to the Block of Control acquisition.

Article 44. The Company shall not register (i) any transference of shares to the Block of Control Purchaser or to those who may purchase the Block of Control while these parties have not subscribed to Controllers‘ Instrument of Agreement; or (ii) any Shareholder Agreement regarding the Block of Control if the subscribers have not executed the Controllers‘ Instrument of Agreement.Chapter XII - Arbitration.

Chapter X - Stock Public Offer due to Achievement of Relevant Equity Interest

Article 45. The stockholder or Group of Stockholders which directly or indirectly achieves Relevant Equity Interest, both by means of a single operation or several operations shall make public offer for the acquisition of the remaining stocks of the Company ("OPA due to Achievement of Relevant Equity Interest").

Sole Paragraph. For the purposes of the provisions set forth in these Bylaws, "Relevant Equity Interest" is considered to be the ownership: (i) of stocks issued by the Company corresponding to no less than twenty percent (20%) of its capital stock; or (ii) other rights of the Partners, including usufruct, which ensure to said Partners voting rights over the stocks issued by the Company, which represent 20% or more of its capital stock

Article 46. The Notice of Stock Public Offer due to Achievement of Relevant Equity Interest shall be published within up to forty-five (45) days as of the achievement of Relevant Equity Interest, with the observance of laws and regulations in force. In addition, the price shall correspond to the highest price paid by the acquiring stockholder within twelve (12) months prior to the achievement of Relevant Equity Interest, adjusted by corporate events, such as the distribution of dividends or interests on own capital, reverse split, split, bonus distribution, except the ones related to corporate reorganization operations.

Article 47. The Stock Public Offer due to Achievement of Relevant Equity Interest shall be waived:

(i) in case of achievement of Relevant Equity Interest resulting from acquisitions carried out at the time of the stock public offer, according to the Novo Mercado Listing Rules or laws in force, and which reaches all stocks issued by the Company and provided that the price paid is equivalent to the price that would be paid in the Stock Public Offer due to Achievement of Relevant Equity Interest;

(ii) in case of involuntary achievement of Relevant Equity Interest;

(iii) in case of Sale of the Stockholding Control of the Company; in such case, the provisions set forth in the Chapter IX of these Bylaws shall be complied with; and

(iv) in case of achievement of Relevant Equity Interest resulting from merger, amalgamation or merger of stocks involving the Company.

Article 48 - The General Meeting of the Company shall be allowed to determine the waiver of the Stock Public Offer due to Achievement of Relevant Equity Interest or changes in its characteristics in relation to the provisions set forth in this Section provided that: (i) the General Meeting is held before the acquisition of Relevant Equity Interest; and (ii) the stockholders or Group of Stockholders that intend to acquire Relevant Equity Interest refrain from voting, in addition to the ones that participate in agreement for the sale of equity interest.

Article 49 - The Stock Public Offer due to Achievement of Relevant Equity Interest shall not exclude the possibility of another stockholder of the Company or, as applicable, the Company itself to also make public offer for the acquisition of stocks, according to applicable rules.

Chapter XI - Winding-Up

Article 50. The Company shall be diluted and winded-up in the events set forth by Law, and the General Meeting shall set forth the wind-up way, assign the liquidator, grant his powers and compensation and the Audit Committee, which shall operate during the winding-up period.

Chapter XII - Arbitration

Article 51 The Company, its shareholders, administrators and Audit Committee members shall resolve through arbitration any and all dispute or controversy arising out among them regarding or arising out the applicability, term, effectiveness, interpretation, breach and its effects of the provision of Law No.: 6.404/76 herein, according to the rules set forth by the National Monetary Council, as well as the other applicable rules to the bond market, besides those rules set forth by Novo Mercado Listing Rules, Novo Mercado Participation Agreement and the Arbitration Rules of Novo Mercado Arbitration Chamber.

Chapter XIII - General Provisions

Article 52. The Company shall comply with the Shareholder Agreements registered according to the Law No.: 6.404/76, Article 118, and the Administration Board shall not register the transfer of contrary shares to such terms; and the Chairman of the Board of Directors‘ General Meetings shall not accrue the votes which do not comply with such Agreements.

Article 53. With the joining of the Company in Novo Mercado, the Company, its stockholders, Administrators and members of the Statutory Audit Committee shall be subject to the provisions of the Novo Mercado Listing Rules. The provisions set forth in the Novo Mercado Listing Rules shall prevail over the statutory provisions in case of damage to the rights of those who receive public offers set forth in these Bylaws.

Information as 05/31/16