Management Proposal Second Call AGE 10 5 2017 COMSOLIDADO

MANAGEMENT PROPOSAL AND GUIDELINES ON
PARTICIPATING IN MEETING
EXTRAORDINARY SHAREHOLDERS MEETING OF 5/10/2017
EXTRAORDINARY
SHAREHOLDERS MEETING
SECOND CALL
5/10/2017
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Table of Contents
CLARIFICATION AND GUIDELINES ................................................................................ 3
A. PARTICIPATION IN EXTRAORDINARY SHAREHOLDERS MEETING............. 3
A.1. Guidelines on Personnel Attendance ............................................................... 5
A.2. Guidelines on Participation via Distance Vote Bulletin ................................... 5
A.3. Guidelines on Participation by means of an attorney-in-fact .......................... 5
A.3.1. Physical Proxy ....................................................................................................... 5
A.3.2. Pre-Accreditation................................................................................................. 10
B. MANAGEMENT PROPOSAL ............................................................................ 11
B.1. Matters to be resolved on at the Extraordinary Shareholders Meeting ....... 11
C. Documents Pertaining to the Matters to be resolved on at the Extraordinary
Shareholders Meeting of the Company ....................................................................... 13
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MANAGEMENT PROPOSAL AND GUIDELINES ON PARTICIPATING IN

THE EXTRAORDINARY SHAREHOLDERS MEETING OF 5/10/2017
CLARIFICATION AND GUIDELINES
This document contains information on the matters to be resolved in relation to the proposal
of Management, as well as the necessary clarification on shareholders participation in the
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (Company or B3)
Extraordinary Shareholders Meeting to be held on May 10, 2017.
The aim of this initiative is to reconcile the practices adopted by the Company for timely and
transparent communication with its shareholders with the requirements of Law No. 6.404, of
December 15, 1976 (Corporate Law), and CVM Instruction No. 481, of December 17, 2009
as amended (CVM Instruction 481).
We note that the Extraordinary Shareholders Meeting was previously called to be held on
4/28/2017, on first call. However, the minimum quorum of at least 2/3 (two-thirds) of the
Company's share capital required to hold the Meeting on first call to deliberate on the
amendments to the Bylaws was not reached. In this sense, and considering that the
proposal to change the companys corporate name to B3 SA - Brasil, Bolsa, Balco" would
only produce effects after the respective Bylaws amendments, the Extraordinary
Shareholders Meeting was called again, on second call, to deliberate on these two matters.
Therefore, in compliance with the provisions of the Corporate Law, the Company will hold
the Extraordinary Shareholders Meeting that is convened as follows:
Date: May 10, 2017

Venue: Praa Antonio Prado, 48, 3rd floor,
Centro, So Paulo/SP Brazil
Time: 11 a.m.
A. PARTICIPATION IN THE EXTRAORDINARY SHAREHOLDERS

MEETING
Shareholders participation in the Companys Shareholders Meeting is of paramount
importance.
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As already mentioned, the Extraordinary Shareholders' Meeting was previously called to be

held on 4/28/2017, but the minimum quorum required to resolve on the amendments to the
Bylaws was not reached.
In this sense, the Extraordinary Shareholders' Meeting was called again, to be held in
second call, according to the terms presented herein and in the Second Call Notice, and, in
this case, the Extraordinary Shareholders' Meeting may take place in the presence of any
number of shareholders.
We clarify that the shareholders already accredited for attendance at the Annual and
Extraordinary Shareholders Meetings originally called to be held on 4/28/2017, on first call,
are exempted from a new presentation of the below mentioned documents in order to
participate at the Extraordinary Shareholders Meeting to be held in second call.
Nevertheless, we reiterate that the shareholder or his legal representative must attend to
the Meeting bearing a document proving his identity.
The participation of shareholders may be in person, or by a duly appointed attorney-in-

fact, or by a remote voting system for those who have sent the remote vote bulletin on the
occasion of the first call of the Meeting.
For shareholders participation purposes, the submission of the following documents, either
originals or certified copies, will be required:
For individuals shareholders identity document with photograph

or, as the case may be, an identity document with
photograph of the shareholders attorney-in-fact
and the respective power of attorney
For legal entities

the latest by-laws or articles of incorporation and
the corporate documents that prove the
shareholders legal representation
legal representatives identity document with
photograph
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For investment funds latest regulations of the fund

by-laws or articles of incorporation of the funds
administrator or manager, as the case may be, in
accordance with the funds voting policy and the
corporate documents that prove the respective
representation powers
legal representatives identity document with
photograph
Note: The Company will not require a sworn translation of documents that have been
originally drawn up in Portuguese, English or Spanish or that are accompanied by a
translation into these languages. The following identity documents with photograph will be
accepted: Identity card (RG), foreigners identity card (RNE), driving license (CNH),
passport or officially recognized professional membership cards.
A.1. Guidelines on Personnel Attendance
Shareholders who wish to participate in the Companys Extraordinary Shareholders Meeting

in person are kindly requested to come to Praa Antonio Prado, No. 48, 3rd floor, on May
10, 2017, from 10:30 a.m., bearing the aforesaid documents.
A.2. Guidelines on Participation via Remote Vote Bulletin
Shareholders who have submitted remote vote bulletins for the Meetings convened to be
held on April 28, 2017, on first call, shall have their voting instructions considered in the
quorum of the Companys Extraordinary Shareholders Meeting to be held on second call,
except for those shareholders who have expressed their intention in the sense that their
votes are not computed on second call.
A.3. Guidelines on Participation by means of an attorney-in-fact
A.3.1. Physical Proxy
Proxies must be granted in the traditional manner as physical instruments.
The individual shareholder may be represented, under the terms of article 126, paragraph 1
of Brazilian Corporate Law, through a proxy appointed within the past one (1) year, who
must be (i) a shareholder, (ii) an attorney (iii) a financial institution, or (iv) an officer of the
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Company.
For legal-entity shareholders, as per the CVM Boards decision at its meeting held on
November 4, 2014 (CVM Process RJ2014/3578), the Company shall not require the agent
to be (i) a shareholder, (ii) an attorney, (iii) a financial institution or (iv) an officer the
Company, and these shareholders must be duly represented in the manner required by their
corporate documents.
If a shareholder cannot be represented by the proxy of their choice, the Company will provide
the names of three attorneys able to represent them in strict accordance with the voting
guidance provided by said shareholder:
1) To vote IN FAVOR of the matters on the agenda:
Snia Aparecida Consiglio Favaretto, Brazilian, married, journalist, with address at

Praa Antonio Prado, No. 48, in the capital of the state of So Paulo, bearer of ID card
(RG) No. 15.895.199-2 - SSP/SP and enrolled with the Individual Taxpayer Register of
the Ministry of Finance (CPF/MF) under No. 091.199.808-092.
2) To vote AGAINST the matters on the agenda:
rico Rodrigues Pilatti, Brazilian, single, attorney, domiciled in the capital of the state
of So Paulo at Praa Antonio Prado, No. 48, registered with the So Paulo chapter of
the Brazilian Bar Association (OAB/SP) under No. 235.366 and enrolled with the
Individual Taxpayer Register of the Ministry of Finance (CPF/MF) under No.
221.402.578-20.
3) To ABSTAIN on matters on the agenda:
Andr Grunspun Pitta, Brazilian, married, attorney, domiciled in the capital of the state
of So Paulo at Praa Antonio Prado, No. 48, registered with the So Paulo chapter of
the Brazilian Bar Association (OAB/SP) under No. 271.183, and enrolled with the
316.939.698-66.
The model proxy instrument for these purposes is shown below.
We note that the Company will not require the signature to be notarized or the proxy
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instruments granted by the shareholders to their respective representatives to be

consularized, nor will it require a certified or sworn translation of the powers of attorney and
documents drafted in or translated into Portuguese, English or Spanish.
MODEL PROXY
PROXY
(SHAREHOLDER), [DESCRIPTION] (Grantor), in its capacity as a shareholder of

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (Company),
names and appoints as its proxy:
Snia Aparecida Consiglio Favaretto, Brazilian, married, journalist, with address at

Praa Antonio Prado, No. 48, in the capital of the state of So Paulo, bearer of ID
card (RG) No. 15.895.199-2 - SSP/SP and enrolled with the Individual Taxpayer
Register of the Ministry of Finance (CPF/MF) under No. 091.199.808-09, to vote IN
FAVOR of the matters on the agenda, in accordance with the express guidance given
below by Grantor;
rico Rodrigues Pilatti, single, attorney, domiciled in the capital of the state of So
Paulo at Praa Antonio Prado, No. 48, registered with the So Paulo chapter of the
Brazilian Bar Association (OAB/SP) under No. 235.366 and enrolled with the
221.402.578-20, to vote AGAINST the matters on the agenda, in accordance with the
express guidance given below by Grantor;
Andr Grunspun Pitta, Brazilian, married, attorney, domiciled in the capital of the
state of So Paulo at Praa Antonio Prado, No. 48, registered with the So Paulo
chapter of the Brazilian Bar Association (OAB/SP) under No. 271.183, and enrolled
with the Individual Taxpayer Register of the Ministry of Finance (CPF/MF) under No.
316.939.698-66, to ABSTAIN from voting on the matters on the agenda, in
accordance with the express guidance given below by Grantor;
granting them powers to attend, examine, discuss, vote and sign the minutes and
shareholder attendance list on behalf of Grantor, at the Companys Extraordinary
Shareholders Meeting to be held on May 10, 2017, at 11:00 a.m., at the Companys
principal place of business, at Praa Antonio Prado, no. 48, Centro, city of So Paulo,
state of So Paulo, in strict accordance with the guidance determined below
concerning the matters on the agenda.
Agenda
(1) To resolve on the change of the Companys corporate name to B3 S.A. Brasil,
Bolsa, Balco.
For ( ) Against ( ) Abstain ( )
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(2) To resolve on the amendment to the following articles of BM&FBOVESPAs By-

laws, as proposed by the Companys Management:
(a) If the resolution under item 1 above is approved, to reflect the new name of the
Company by amending the following items (using the new numbering): Article 1, main
provision, paragraphs 1 and 2; Article 24, paragraph 1; Article 50, paragraph 2 c;
Article 51, sole paragraph d; Article 63, paragraph 1; Articles 65, 66, 73; 75,
paragraph 1 b; and Article 81;
(b) to enlarge the corporate purpose of BM&FBOVESPA to include activities included

in the corporate purpose of CETIP S.A. Mercados Organizados (CETIP) in view
of the business combination of the two companies (Transaction), by including new
items VII, VIII and IX in Article 3;
(c) To amend Article 5 to reflect the increase in share capital resulting from the merger
of Companhia So Jos Holding approved at the Extraordinary Shareholders
Meeting of May 20, 2016, in order to facilitate the Transaction, according to the
registration of the number of shares and the value of the share capital undertaken by
the Board of Directors on March 28, 2017;
(d) To define a new structure for the Companys Executive Board, by means of (d.1)
amending the wording of Article 12, paragraph 7; Article 17, main provision and
paragraphs 1 and 2; Article 20, sole paragraph; Article 22, paragraph 2; Article 26,
paragraph 8; Article 29, idents b and c; Article 30, paragraph 1; Article 31; Article
32, main provision and paragraphs 3 and 4 (new numbering); Article 33; Article 34,
main provision and paragraphs 1 and 2; Article 35, main provision and idents a, b,
c, g (new numbering) and paragraph 1; new Article 37, main provision; new Article
40; new Article 41, Article 43, idents b and c and paragraph 2; Article 44; Article
49, sole paragraph, ident g; Article 51, sole paragraph, ident e; Article 52,
paragraph 1, idents c and d and paragraph 2; and new Article 80; (d.2) inclusion
of subsection on the Joint Board of Officers and of Article 32, paragraphs 1 and 2; of
new Articles 36; 37, idents a, b and r; 38 and 39 including paragraphs and idents;
Article 42; new ident a of Article 43; and Article 49, sole paragraphs, idents h and
i; and (d.3) the exclusion (using the former numbering) of Articles 10, paragraph 5;
36; 37; 41; 42, main provision and idents; and 43, paragraph 3;
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(e) To rebalance the duties of the Companys management bodies by (e.1) adjusting
the wording of Article 29, idents h, l, m and o; Article 30, ident a and paragraph
1; Article 35, ident b, and new idents f; former Article 38, formers idents e, f and
h; (e.2) inclusion of Article 35, idents l and m; Article 37, idents j to p, and
paragraphs 1 and 2; Article 49, sole paragraph, ident p (new numbering in all cases);
and; (e.3) exclusion (former numbering) of Article 29, ident r; Article 30, idents h
and i; Article 35, idents f, i, n and q and paragraphs 3 and 4; Article 38, ident
d, sole paragraph; and Article 52 paragraph 1, ident e;
(f) To reflect, in the new paragraph 2 of Article 29, the rule of the Internal Regulations
of the Board of Directors which sets forth that any election of a member or change in
the membership of the Products and Pricing Committee requires the favorable vote
of 90% of the members of the Board of Directors;
(g) To adapt the By-Laws to the terms of the Concentration Control Agreement
approved by the Brazilian Antitrust Authority (CADE) in respect of the Transaction, by
means of amendments to the new ident g of Article 35; and inclusion of Article 51,
sole paragraph, idents f and g;
(h) In compliance with the By-Laws of CETIP, to create Services Management

Committees for the Clearinghouses, by including ident g in Article 45 and the new
Articles 54 to 56 in a subsection of their own headed Services Management
Committees for the Clearinghouses;
(i) To explain the reach of the indemnification by the Company, to amend the wording
of the new Article 83;
(j) To increase from 13 to 14 the maximum number of members of the Board of

Directors, to remain in effect for 2 years, by amending the new Article 87;
(k) To amend the wording of Articles 3, sole paragraph, idents d and e; 8,

paragraph 2; 10, main provision; 12, paragraph 4; 21, main provision and sole
paragraph; 22, main provision; 26, paragraph 5; 28, paragraph 1; 29, idents j, m,
o and p; 30, idents d, e and g; 33; 35, new ident h; 49, main provision; 52,
main provision and paragraph 1, ident d; 53, main provision; new Article 60,
paragraph 3; new Article 63, main provision;; new Article 73, sole paragraph; new
Article 75, paragraph 5, idents a and c; and new Article 87;
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(l) For the purposes of renumbering and amending or including cross-references, to

amend (former numbering) Articles 3, items VII and VIII; 7, main provision; 15, main
provision and paragraph 1; 22, main provision; 29, ident g and idents s to x and
sole paragraph; 30, idents e, j to l and paragraph 2; 32, paragraphs 1 and 2; 34,
main provision; 35, idents g, h, j to m, o, p, r, s and paragraph 1; 38, main
provision and idents a to h; 39; 40; 43, idents a to c; 49, sole paragraph, idents
h to n; 51, sole paragraph, idents e and f; Article 52, paragraph 1, ident f; 53,
sole paragraph, ident g; main provision of Articles 54 to 71; Article 72, main provision
and paragraphs 2 and 3, paragraph 4 and its ident a, paragraph 5, ident a and
paragraph 6; main provision of Articles 73 to 84; and
(m) to restate the amendments to the By-laws approved in this Meeting.
For the purposes of granting this power of attorney, the proxy agent shall have limited
powers to attend the Extraordinary Shareholders Meeting on second call, and to cast
votes in accordance with the above-mentioned voting guidance. The proxy agent shall
not be required to take any measures other than those necessary to comply with this
proxy instrument. The proxy agent is hereby authorized to refrain from any discussion
or vote or matter for which they have not received, at their discretion, sufficiently
specific voting guidance.
This proxy is valid only for the Companys meeting referred to herein.
[city], [month] [day], [2017]
_____________________________
Grantor
By: [name]
[position]
A.3.2. Pre-Accreditation
The documents referred to in A and A.3.1 may be delivered to Companys headquarters

no later than the time of starting the Shareholders Meeting.
However, in order to facilitate shareholders access to the Shareholders Meeting, we are
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asking for these documents to be delivered as far in advance as possible as of May 2, 2017.
The documents must be delivered to Praa Antonio Prado, 48, 6 andar, Centro, CEP:
01010-901, So Paulo/SP - Brazil, for the attention of Diretoria de Relaes com
Investidores, e-mail: ri@bmfbovespa.com.br.
B. MANAGEMENT PROPOSAL
Companys Management is submitting the following proposals to the Extraordinary

Shareholders Meeting to be held on May 10, 2017.
B.1. Matters to be resolved on at the Extraordinary Shareholders Meeting
The Extraordinary Shareholders Meeting was convened to resolve on (i) change in the
Companys corporate name; and (ii) amendments to the Companys Bylaws. Below is the
clarification provided by the Companys management concerning these items to be
discussed at this Extraordinary Shareholders Meeting:
Item One To resolve on the change in the Companys corporate name to B3 S.A.
Brasil, Bolsa, Balco.
The formalization of the combination of the activities of the Company with the activities of
CETIP S.A. Mercados Organizados (Transaction), by combining the talents and forces
of both Companies, will represent a milestone in the Brazilian financial and capital markets
from the organization of a company with a world class market infrastructure of great systemic
importance, prepared to compete in a global market that is increasingly sophisticated and
challenging, increasing the security, solidity and efficiency of the Brazilian market.
Therefore, to reflect this new stage and for the combined Company to be already borne with
a proper identity, we propose the change in the Companys corporate name to B3 S.A.
Brasil, Bolsa, Balco, and once approved, this name will be reflected in the Companys By
- Laws.
Item Two To resolve on amendments to the Companys By-Laws, as proposed by the

management.
Upon the formalization of the Transaction on March 29, 2017, Management proposes that
the shareholders resolve on some amendments to the By-Laws to be adopted by the
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combined company.
In summary, the proposals for amendment presented, in addition to other adjustments to the
wording and numbering, are as follows:
(i) reflect the change in the Companys corporate name if this is approved at the
Extraordinary General Meeting according to Item One of the agenda of the
Meeting;
(ii) expand the corporate purpose of the Company in order to contemplate the
activities that are currently set forth in the corporate purpose of CETIP;
(iii) reflect the capital increase due to the merger of Companhia So Jos Holding
approved at the Extraordinary Shareholders Meeting of May 20, 2016, which was
registered by the Board of Directors at a meeting held on March 28, 2017;
(iv) define a new structure for the Companys Board, increasing the maximum number
of members of the Board and creating a collegiate body that will integrate the
Board, which is to be referred to as Collegiate Board, in line with the Companys
commitment to always seek for improvement of its governance;
(v) rebalance the attributions of the management bodies, so as to optimize the

Companys decision-making and governance processes, reinforcing the
Companys commitment to constantly improve its governance;
(vi) replicate the rule of the Board of Directors Internal regulation that any election of
member or change in the composition of the Products and Pricing Committee
should require the favorable vote of 90% of the members of the Board of Directors;
(vii) adapt the By-Laws to the terms of the Merger Control Agreement approved by the
Brazilian Antitrust Authority (CADE) in relation to the Transaction;
(viii) create Service Management Committees for the Clearinghouses, as currently set
forth in the Articles of Incorporation of CETIP as a statutory advisory body of the
Companys Board of Directors;
(ix) clarify the scope of the indemnity commitment by the Company to the managers
and employees that hold management positions in the Company or its
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subsidiaries or that have been appointed to statutory positions in entities in which

the Company holds an interest;
(x) increase the maximum number of members of the Board of Directors from 13 to
14, which will be effective for 2 years, thus allowing the Board of Directors to have
two more members involved in the integration activities to be addressed with the
due priority.
The comparative table highlighting the proposed amendments to the By-Laws, including
their justifications and the restated version, as required by CVM Instruction 481, can be
found in Attachment I and Attachment II to this document.
C. Documents Pertaining to the Matters to be resolved on at the

Extraordinary Shareholders Meeting of the Company
The following documents are available to the shareholders at the Companys head offices,
on its Investor Relation site (www.bmfbovespa.com.br/ri/) and on the sites of the Company
(www.b3.com.br) and the Brazilian Securities Commission (www.cvm.gov.br):
Second Call Notice
Comparative table of the By-Laws and respective justifications
Restated version of the By-Laws
We wish to emphasize that any doubts should be taken up with the Investor Relations
Department, which can be reached on +55 11 2565-4418, 2565-4834 or 2565-4729 or by
sending an e-mail to ri@bmfbovespa.com.br.
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ATTACHMENTS
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Exhibit I
Comparative Table of The Bylaws
PROPOSED AMENDMENTS TO THE BYLAWS OF BM&FBOVESPA S.A. BOLSA DE VALORES, MERCADORIAS E FUTUROS
Current Bylaws Proposed Amended Bylaws Justification/Comments

CHAPTER I
NAME, HEADQUARTERS, VENUE, PURPOSE AND
DURATION
Article 1. BM&FBOVESPA S.A. BOLSA DE VALORES, Article 1. B3 S.A. Brasil, Bolsa, Balco
New corporate name of the Company
MERCADORIAS E FUTUROS (Company) is a BM&FBOVESPA S.A. BOLSA DE VALORES,
proposed, in line with the combination
corporation governed by these Bylaws and by MERCADORIAS E FUTUROS (Company) is a
of activities with Cetip S.A. - Organized
applicable law and regulations. corporation governed by these Bylaws and by
Markets
applicable law and regulations.
Paragraph 1. The shares of BM&FBOVESPA S.A. Bolsa Paragraph 1. The shares of BM&FBOVESPA S.A. Adjustments in line with a proposed
de Valores, Mercadorias e Futuros (BM&FBOVESPA), Bolsa de Valores, Mercadorias e Futuros new corporate name of the Company.
the Brazilian Securities, Commodities and Futures (BM&FBOVESPA), the Brazilian Securities,
Exchange, have been listed to trade on the Stock Commodities and Futures ExchangeB3, have been
Exchange special listing segment named Novo listed to trade on the Stock Exchange special
Mercado. Accordingly, the Company, the listing segment named Novo Mercado.
shareholders, the Directors and Officers and the Accordingly, the Company, the shareholders, the
Fiscal Council members (if the council is active) are Directors and Officers and the Fiscal Council
bound by the Novo Mercado Listing Rules (Novo members (if the council is active) are bound by
Mercado Listing Rules) the Novo Mercado Listing Rules (Novo Mercado
Listing Rules)
Page 1 of 111
Paragraph 2. The Company and its directors, officers Paragraph 2. The Company and its directors, Adjustments in line with a proposed
and shareholders shall observe the Issuer Registration officers and shareholders shall observe the Issuer new corporate name of the Company.
and Securities Listing Rules adopted by the Company, Registration and Securities Listing Rules adopted by
including the rules that apply to trading halts, the Company, including the rules that apply to
suspensions of trading and exclusion from trading trading halts, suspensions of trading and exclusion
declared in relation to securities admitted for trading from trading declared in relation to securities
on organized markets operated by BM&FBOVESPA. admitted for trading on organized markets
operated by BM&FBOVESPAB3.
Article 2. The Company has registered office and Article 2. The Company has registered office and Adjustment to the wording in view of
jurisdiction in the city of So Paulo, state of So Paulo. jurisdiction in the city of So Paulo, state of So the new structure proposed for the
Upon a decision of the Executive Management Board, Paulo. Upon a decision of the Joint Board of Companys Executive Management
the Company may open and close branches, offices or OfficersExecutive Management Board, the Board according to Section III.
other establishments and facilities anywhere in Brazil Company may open and close branches, offices or
or abroad. other establishments and facilities anywhere in
Brazil or abroad.
Article 3. The Companys corporate purpose is to

conduct or hold shares in the capital of companies
undertaking the following activities:
I Surveillance of exchange markets for the

organization, development and maintenance of free
and open markets for the trading of all types of
securities, titles or contracts that have as references or
are backed to spot or future indexes, indicators, rates,
merchandise, currencies, energies, transportation,
commodities and other assets or rights directly or
indirectly related to them, in terms of cash or future
settlement;
Page 2 of 111
II Maintenance of systems for the trade and auction
and special operations of securities, derivatives, rights
and titles in the organized exchange market or in the
over-the-counter market;
III Rendering of registration, clearing and physical and

financial settlement services, through an internal body
or a company specially incorporated for this purpose,
as main and guarantor counterparty for the final
clearance or not, according to the law in effect and
Companys regulations:
(a) of the transactions carried out and/or registered in

any of the systems listed in items I and II above;
or
(b) of the transactions carried out and/or registered

with other exchanges, markets or trading systems,
IV Rendering of services of centralized depositary and

fungible and non-fungible custody of commodities,
securities and any other physical and financial assets;
V Rendering of customization, classification, analysis,

quotation, preparation of statistics, training of
personnel, preparation of studies, publications,
information, library and software development services
related to the Companys interests and the participants
of the markets under the Companys direct or indirect
surveillance and its interests;
VI Rendering of technical, administrative, and

Page 3 of 111
management support for market development, as well
as undertaking of educational, promotional and
publishing activities related to its corporate purpose
and to the markets which are under the Companys
surveillance;
Absent Provision VII Provision of registration of liens and Include, in the corporate purpose, the
encumbrances on securities, bonds and other provision on activities that are currently
financial instruments, including registrations of carried out by the Company and by the
instruments for the creation of guarantee, pursuant CETIP.
to the provisions of the applicable regulation.
Absent Provision VIII Provisions of services relating to the support Include, in the corporate purpose, the
to credit transactions, financing and lease-purchase provision on activities that are currently
agreement, including by means of the development carried out by the CETIP.
and operation of information technology and data
processing systems, involving, among others, the
automotive vehicle segment and the real estate
sector, pursuant to the provisions of the applicable
regulation;
Absent Provision IX - Creation of database and related activities; Include, in the corporate purpose, the
provision on activities that are currently
carried out by the CETIP.
VII Undertaking of other activities authorized by the X Undertaking of other activities authorized by Renumbering
Securities Commission or by the Central Bank of Brazil the Securities Commission or by the Central Bank of
that, to the understanding of the Companys Board of Brazil that, to the understanding of the Companys
Directors, are of interest to participants in the markets Board of Directors, are of interest to participants in
administered by the Company and contribute to its the markets administered by the Company and
development and health; and contribute to its development and health; and
Page 4 of 111
VIII Holding shares in the capital of other companies XI Holding shares in the capital of other Renumbering
or associations, headquartered in Brazil or abroad, companies or associations, headquartered in Brazil
whether as a partner, shareholder or associate, in the or abroad, whether as a partner, shareholder or
capacity of controlling shareholder or not, and the associate, in the capacity of controlling shareholder
main focus of the activities of which are those expressly or not, and the main focus of the activities of which
mentioned in these Bylaws, or which, to the are those expressly mentioned in these Bylaws, or
understanding of the Companys Board of Directors, which, to the understanding of the Companys
are of interest to participants in the markets Board of Directors, are of interest to participants in
administered by the Company and contribute to its the markets administered by the Company and
development and health. contribute to its development and health.
Sole Paragraph. Within the powers that are conferred

to it by Law 6385/1976 and by the regulations in effect,
the Company must:
(a) issue regulations relating to the granting of Access

Permits to different trading, registration and
settlement systems under the Companys surveillance
or by companies that are controlled by it (Access
Permits), establishing the terms, conditions and
procedures for the granting of such authorizations
(Access Regulation);
(b) establish rules safekeeping equitable commercial

and trading principles and high ethical standards for
people who act in the markets under the direct or
indirect surveillance of the Company, as well as to
regulate the transactions and decide operating
questions involving the holders of Access Permits to
the same markets;
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(c) regulate the activities of the holders of Access
Permits in the systems and markets under the
Companys surveillance;
(d) establish mechanisms and rules to mitigate the risk (d) establish, whenever applicable, mechanisms Adjustment to the wording.
of default of obligations by the holders of Access and rules to mitigate the risk of default of
Permits, as to the transactions undertaken and/or obligations assumed by the holders of Access
registered in any of the Companys trading, Permits, as to the transactions undertaken and/or
registration and clearing systems; registered in any of the Companys trading,
registration and clearing systems;
(e) monitor the transactions traded and/or registered (e) monitor, pursuant to the provisions of the Adjustment to the wording.
in any of the Companys trade, registration, clearing attributions defined by the law, by the regulations
and settlement systems, as well as all of those or by the rules enacted by the Company, the
regulated by it; transactions traded and/or registered in any of the
Companys trade, registration, clearing and
settlement systems, as well as all of those
regulated by it;
(f) monitor the activities of the holders of Access

Permits, as participants and/or intermediaries to the
transactions undertaken and/or registered in any of
the trade, registration and clearing systems under the
surveillance of the Company, as well as all those
regulated by it; and
(g) impose penalties to those who violate legal,

regulatory and operating rules, under the surveillance
of the Company.
Article 4. The Company has an unlimited duration.
Page 6 of 111
CHAPTER II
CAPITAL STOCK, SHARES AND SHAREHOLDERS
Article 5. The capital stock of the Company amounts to Article 5. The capital stock of the Company Change in the capital stock in view of the
R$2,540,239,563.88, representing 1,815,000,000 amounts to R$-3.198.655.563,88[], paid-in and merger of Cia. So Jos Holding,
common registered shares, fully paid-in and with no divided into 2.059.138.490 [] common shares, all approved in the Extraordinary
par value. The Company shall not be permitted to issue registered and with no par value. The Company Shareholders Meeting of May 20, 2016,
preferred shares or participation certificates. shall not be permitted to issue preferred shares or to render the Transaction viable and in
participation certificates. accordance with the registration of the
number of shares made by the Board of
Directors at a meeting held on [date].
Article 6. All of the shares issued by the Company are

book-entry and deposited with a financial institution
authorized by the Brazilian Securities Commission
(Comisso de Valores Mobilirios), or CVM, in the name
of their holders.
Sole paragraph. The cost of the transfer and

registration, as well as the cost of the service related to
book-entry shares can be charged directly to the
shareholder by the transfer agent, as may come to be
defined in the book-entry share contract.
Article 7. Each common share entitles the holder to Article 7. Each common share entitles the holder to Adjustment of reference.
one vote in decisions taken in Annual or Extraordinary one vote in decisions taken in Annual or
Shareholders Meetings, provided that no shareholder Extraordinary Shareholders Meetings, provided
or Shareholder Group (Shareholder Group, as defined that no shareholder or Shareholder Group
under Article 75) shall be entitled to vote shares in (Shareholder Group, as defined under Article 78)
excess of 7% of the total number of shares in which the shall be entitled to vote shares in excess of 7% of
capital stock is divided, subject to the provision of the total number of shares in which the capital
letter (d) of Paragraph 5 of Article 72. stock is divided, subject to the provision of letter (d)
Page 7 of 111
of Paragraph 5 of Article 75.
Paragraph 1. For purposes of the voting cap

established in the main provision, and without
prejudice to the provision under paragraph 2 of this
Article, where two or more shareholders agree a voting
or other agreement for concerted exercise of voting
rights, each of the signatory parties thereto shall be
deemed to constitute, and vote, as a Shareholder
Group, subject therefore to the voting cap established
under the main provision of this Article.
Paragraph 2. The shareholders shall not permitted to Paragraph 2. The shareholders shall not be Adjustment to the wording.
agree preconcerted voting arrangements (whether or allowedpermitted to agree preconcerted voting
not under a shareholders agreement filed with the arrangements (whether or not under a
Company) whereby the resulting voting pool exceeds shareholders agreement filed with the Company)
the individual voting cap set forth in the main provision whereby the resulting voting pool exceeds the
of this Article. individual voting cap set forth in the main provision
of this Article.
Paragraph 3. In a shareholders meeting, the chair shall

be responsible for enforcing the provisions of this
Article, and for declaring the number of votes each
shareholder or Shareholder Group is entitled to cast
when polled.
Paragraph 4. Any vote in excess of the voting cap

established in this Article shall be disregarded.
Article 8. Pursuant to a decision of the Board of

Directors, the Company is authorized to increase the
shares of capital stock up to a limit of two billion five
Page 8 of 111
hundred million (2,500,000,000) common shares,
irrespective of amending these bylaws.
Paragraph 1. In the event contemplated under the

main provision of this Article, the Board of Directors
shall determine the issue price and number of shares in
the issue, as well as the payment date and payment
terms.
Paragraph 2. Provided it shall do so within the limit of Paragraph 2. Provided it shall do so within the limit Include the possibility that the Board
the authorized share capital, the Board of Directors of the authorized share capital, the Board of resolves on the issue of convertible
may also: (i) decide on the issuance of warrants; (ii) Directors may also: (i) decide on the issuance of debentures up to the limit of the
pursuant to a plan approved at a Shareholders warrants; (ii) pursuant to a plan approved at a authorized capital, pursuant to the
Meeting, grant stock options to management members Shareholders Meeting, grant stock options to provision of the Corporation Law, as
and employees of the Company or any subsidiary, and management members and employees of the amended.
to natural persons providing services to any of the Company or any subsidiary, and to natural persons
latter two, whereas limiting or suspending the providing services to any of the latter two, whereas
preemptive rights of shareholders; and (iii) increasing limiting or suspending the preemptive rights of
the capital by approving the capitalization of profits or shareholders; (iii) increasing the capital by
reserves, whether or not by issuing bonus shares. approving the capitalization of profits or reserves,
whether or not by issuing bonus shares; and (iv)
resolve on the issue of convertible debentures.
Article 9. In the event a shareholder defaults on paying

the issue price for shares it has subscribed, the debt
will have to be paid as accruing default interest at a
rate of 1% per month, plus adjustment for inflation
calculated (in the shortest legally permissible time
interval) pursuant to the General Market Price Index
(IGP-M), and a 10% fine over the unpaid principal,
without prejudice to other applicable legal remedies.
Page 9 of 111
Article 10. Every shareholder or Shareholder Group is Article 10. Every shareholder or Shareholder Group Make generic reference to the
required to disclose by notice to the Company (which is required to disclose by notice to the Company, regulation, in order to avoid that
must include the information required under Article 12 which must include the information required under amendments to the regulation imply
of CVM Ruling No. 358/2002) any share purchases the applicable regulation, any share purchases amendments to the Bylaws.
which in the aggregate result in ownership interest in which in the aggregate result in ownership interest
excess of 5%, 10%, 15% and so on and so forth of the in excess of 5%, 10%, 15% and so on and so forth of
shares of capital stock. the shares of capital stock.
Paragraph 1. If the aforementioned share acquisitions

are aimed to bring about, or do lead to, a change of
control or a change in the Companys management
structure, or otherwise trigger a tender offer
requirement (per CHAPTER VIII and applicable law and
regulations), the acquiring shareholder or Shareholder
Group shall also be required to release and disclose
such information to the market (including the
information required under Article 12 of CVM Ruling
No. 358/2002) by means of publishing announcements
in the same widely-circulated newspapers customarily
used by the Company for its own publications.
Paragraph 2. The obligations foreseen in this Article

shall likewise apply to holders of securities convertible
into shares, warrants and purchase options convertible,
exercisable or exchangeable for shares representing
the same levels of ownership interest as set forth
above.
Paragraph 3. The shareholders or Shareholder Groups

shall also be required to disclose (per the main
provision of this Article) any share sale or divestment
by which their holdings in shares and other Company
Page 10 of 111
securities set forth above are reduced by 5% of the
total number shares of stock.
Paragraph 4. Any violation of the provisions of this

Article shall be subject to the penalties set forth under
Article 16, item (i), and Article 18 of these Bylaws.
Paragraph 5. The Investor Relations Officer shall be Paragraph 5. The Investor Relations Officer shall be The individual competences of the Vice
required to send (as soon as practicable) copies of such required to send (as soon as practicable) copies of Chairs and of the Officers will be defined
notices to the CVM and the stock exchanges on which such notices to the CVM and the stock exchanges by the Board of Directors.
Company securities are listed to trade. on which Company securities are listed to trade. In addition, the duties of the Investor
Relations Officer are in general
described in the CVM regulations.
Article 11. The issuance of new shares, debentures

convertible into shares or warrants placed by sale on a
stock exchange, public subscription or share swap in
tender offers for the acquisition of control under
Articles 257 through 263 of Brazilian Corporate Law*,
or, also, under a special tax incentive law, can take
place without the shareholders being given a
preemptive right in the subscription or with a reduction
in the minimum period provided for in law to exercise
it.
CHAPTER III
Article 12. The shareholders shall meet ordinarily
within the first four months after the year closes to
decide on the matters set forth under Article 132 of
Brazilian Corporate Law*, and, extraordinarily,
Page 11 of 111
whenever the interests of the Company so require.
Paragraph 1. The Shareholders Meeting has the

authority to decide on all acts related to the Company,
as well as to decide in the best interests of the
Company.
Paragraph 2. The Annual Shareholders Meeting and

the Extraordinary Shareholders Meeting can be called
cumulatively and held at the same place, date and
time, and recorded in a single set of minutes.
Paragraph 3. A Shareholders Meeting shall be called

by the Board of Directors on the decision of the
majority of its members or, also, in the cases provided
for in these Bylaws and in the sole paragraph of Article
123 of Brazilian Corporate Law*.
Paragraph 4. The documents pertinent to the matter to Paragraph 4. The documents pertinent to the Formal adjustment to the wording.
be decided on at the Shareholders Meetings must be matter to be decided on at the Shareholders
made available to the shareholders, at the Meetings must be made available to the
headquarters of the Company, on the date of the shareholders, at the headquarters of the Company,
publication of the first call notice, except in those cases on the date of the publication of the first call
in which the law or a regulation in effect requires that notice, except in those cases in which the law or a
they be made available for a longer period. regulation in effect requires that they be made
available for a longer period.
Paragraph 5. The Shareholders Meeting shall be held,

on the first call, with the presence of shareholders
representing at least 25% of the capital stock, except
when the law requires a higher quorum; and, on the
second call, with any number of shareholders.
Page 12 of 111
Paragraph 6. A quorum to convene the extraordinary
shareholders meeting on first call for the purpose of
amending these Bylaws shall require attendance by
holders of record representing at least two-thirds of
the issued and outstanding shares of capital stock,
provided the meeting may convene on second call with
any number of attending shareholders.
Paragraph 7. Shareholders Meetings shall be presided Paragraph 7. Shareholders Meetings shall be Adjustment to the wording as a result of
over by the Chair of the Board of Directors or by a presided over by the Chairman of the Board of the new name proposed to the offices
person appointed by the Chair. In the absence of the Directors or by a person appointed by the of the Companys Executive
Chair, a Shareholders Meeting shall be presided over Chairman. In the absence of the Chairman of the Management Board, as shown in article
by the Vice Chair or an appointee. The chair of the Board of Directors, a Shareholders Meeting shall be 31 et seq.
Shareholders Meeting shall appoint one of the presided over by the Vice Chairman or an
attendees to act as secretary. appointee. The chair of the Shareholders Meeting
shall appoint one of the attendees to act as
secretary.
Paragraph 8. It shall be the exclusive responsibility of
the Chair of the Meeting, subject to the rules
established in these Bylaws, to make any decision
regarding the number of votes of each shareholder,
which decision may be immediately appealed to the
Shareholders Meeting itself, in which decision the
interested party shall not vote.
Article 13. Before a shareholders meeting convenes,
the attending shareholders shall be required to sign the
Shareholders Attendance List in the proper register,
identifying themselves by name, place of residence and
number of shares of record.
Page 13 of 111
Paragraph 1. The Chair of the Meeting shall close the
Shareholders Attendance List promptly upon
convening the shareholders meeting.
Paragraph 2. Tardy shareholders appearing after the

closing of the Shareholders Attendance List shall be
allowed to participate in the meetings but shall not be
entitled to vote the shares on any matter.
Article 14. The Company must begin the registration of

the shareholders to take part in the Shareholders
Meeting at least forty-eight (48) hours in advance, it
being the responsibility of the shareholder to present:
(i) certificate issued by the transfer institution for the
book-entry shares owned, in accordance of terms and
conditions of Article 126 of Brazilian Corporate Law*.
This proof shall be dated no later five days before the
date of the Shareholders Meeting. The Company, at its
discretion, may dispense the presentation of this proof;
and (ii) a proxy statement and/or documents that
evidence the powers of legal representation of the
shareholder. The shareholder or its legal
representatives shall present the Shareholders
Meeting documents that prove his or her identity.
Article 15. Unless otherwise provided by law, and Article 15. Unless otherwise provided by law, and Adjustment of reference.
giving due regard to the provisions of Article 7 and of giving due regard to the provisions of Article 7 and
paragraph 2 of Article 65 of these Bylaws, at of paragraph 2 of Article 68 of these Bylaws, at
Shareholders Meetings decisions shall pass by the Shareholders Meetings decisions shall pass by the
affirmative vote of holders of record of a majority of affirmative vote of holders of record of a majority
the shares represented at the meeting, not computing of the shares represented at the meeting, not
Page 14 of 111
abstentions. computing abstentions.
Paragraph 1. Decisions taken in a shareholders Paragraph 1. Decisions taken in a shareholders Adjustment of reference.
meeting to amend or eliminate any of the provisions meeting to amend or eliminate any of the
set forth under Article 71, in particular where the provisions set forth under Article 74, in particular
effects thereof curtail shareholder rights under a where the effects thereof curtail shareholder rights
tender offer requirement, shall strictly adhere to the under a tender offer requirement, shall strictly
voting cap set forth in Article 7 of these Bylaws. adhere to the voting cap set forth in Article 7 of
these Bylaws.
Paragraph 2. A Shareholders Meeting shall deliberate

and decide only on matters included in the order of
business, such as announced in the related call notice,
with no open-ended discussions.
Paragraph 3. The minutes of Shareholders Meetings

shall be prepared based business transacted and action
taken at the meetings, certified by the proper officers
and signed by the attending shareholders
Article 16. It shall be incumbent on shareholders

convening in a Shareholders Meeting, among other
actions prescribed by law and these Bylaws, to decide
on the matters set forth below:
(a) Review and judge the management report and

financial statements;
(b) Determine the allocation of net income for the year

and approve dividend distributions based on the
management proposal;
Page 15 of 111
(c) Elect and remove the Directors and the members of
the Fiscal Council, if active;
(d) Set the aggregate compensation of the members of

the Board of Directors and the Executive Management
Board, as well as the compensation of fiscal council
members, if elected, having regard for the provisions
of Article 17;
(e) Approve stock option or stock award plans of any

type concerning options attributable to officers,
employees and service providers of the subsidiaries;
(f) Approve profit sharing programs for management

members giving regard to applicable legal limits, and
employee profit sharing plans, in accordance with the
human resources policy of the Company;
(g) Approve proposals for the Company to delist from

the Novo Mercado listing segment or a going private
process ultimately resulting in cancellation of the
registration as a public company;
(h) Based on a list of selected firms provided by the
Board of Directors, appoint a specialized firm to
determine the economic value of the Company shares
and prepare the valuation report, in the event of a
going private process for cancellation of the
registration as a public company, or of delisting from
the Novo Mercado, as contemplated under CHAPTER
VIII hereof;
Page 16 of 111
(i) Suspend the rights of a shareholder, as provided
under Article 120 of Brazilian Corporate Law* and
Article 18 of these Bylaws;
(j) Approve acquisitions of ownership interest in other
companies and/or associations or joint ventures or
consortia, where the value of any such interest is in
excess of three times the Reference Amount;
(k) Approve any disposition of the Company fixed
assets or its trademarks that represent an amount
equal to or higher than three times the Reference
Amount; and
(l) Approve transactions such as a merger with another
company, a share-for-share merger, or a consolidation
or spin-off transaction, or a transformation of
corporate type, or the dissolution of the Company, for
this purpose giving regard to any legally prescribed
quorum to resolve, except where the CVM may have
authorized a lower quorum, such as foreseen under
paragraph 2 of article 136 of Brazilian Corporate Law;
and
(m) Previously approve the negotiation, by the
Company, of shares of its own issue in the events set
forth in the applicable law.
Article 17. The Shareholders Meeting shall set the Article 17. The Shareholders Meeting shall set the Adjustment to the wording in view of
aggregate compensation of the members of the Board aggregate compensation of the members of the the new structure proposed for the
of Directors and Executive Management Board, and Board of Directors and Executive Management Companys Executive Management
shall allocate the portion attributable to each body. Board, and shall allocate the portion attributable to Board, according to Section III.
each body.
Page 17 of 111
Paragraph 1. Due regard given to the compensation Paragraph 1. Due regard given to the compensation Adjustment to the wording in view of
allocation established by the Shareholders Meeting, as allocation established by the Shareholders the new structure proposed for the
provided in the main provision of this Article, the Board Meeting, as provided in the main provision of this Companys Executive Management
of Directors shall set the compensation of the Chief Article, the Board of Directors shall set the Board, according to Section III.
Executive Officer, and the latter shall determine the compensation of the Chief Executive Officer, and
individual compensation of each Executive Officer. the latter shall determine the individual
compensation of each Vice Chair President and of
each Executive Officer.
Paragraph 2. The Directors and Executive Officers shall Paragraph 2. The Directors and members of the Adjustment to the wording in view of
only be entitled to profit sharing payments relative to Executive Management Board shall only be entitled the new structure proposed for the
years in which profits are sufficient to ensure the to profit sharing payments relative to years in which Companys Executive Management
shareholders are paid the mandatory dividend profits are sufficient to ensure the shareholders are Board, according to Section III.
established under Article 202 of Brazilian Corporate paid the mandatory dividend established under
Law*. Article 202 of Brazilian Corporate Law*.
Article 18. Shareholders convening in a shareholders

meeting shall be entitled to approve a suspension of
the rights, including voting rights, of any shareholder or
Shareholder Group for noncompliance with any legal or
regulatory provision or the provision of these Bylaws.
Paragraph 1. In the event contemplated in this Article,

shareholders individually or jointly representing at least
5% of the outstanding shares shall be entitled to call a
shareholders meeting to decide on suspending the
rights of a noncompliant shareholder if, having given
reasoned notice requesting the Board of Directors to
do so, the latter were to let eight days elapse without
calling the meeting. The notice to the Board of
Directors shall identify the event of noncompliance and
Page 18 of 111
the noncompliant shareholder or Shareholder Group.
Paragraph 2. Any Shareholders Meeting that decides

for suspending the rights of a shareholder or
Shareholder Group shall be responsible, among other
things, for deciding on the extent and period of
suspension, provided, however, no such action may
suspend a shareholders legally prescribed rights to
monitor corporate management and request
information from management.
Paragraph 3. The suspension of rights shall cease as

soon as the shareholder resumes compliance and
fulfills the obligation.
Article 19. Where a shareholder has or represents

interests that conflict with the interest of the Company
in any matter submitted for consideration at a
shareholders meeting, such shareholder shall be
required to abstain from interfering in the deliberations
and voting the relevant motion. Under article 115 of
Brazilian Corporate Law*, a shareholder that interferes
in, or votes on any matter in which he or she or it has
or represents conflicting interest, shall be deemed to
be acting in abuse of voting power.
CHAPTER IV
MANAGEMENT
Section I General Provisions for the Management
Bodies
Article 20. The management of the Company is
comprised by the Board of Directors and the Executive
Page 19 of 111
Management Board.
Sole paragraph. The roles of Board Chair and Chief Sole paragraph. The roles of Board ChairChairman Adjustment to the wording in view of
Executive Officer are separate, and no person may and Chief Executive Officer of the Company are the new structure proposed for the
accumulate the two functions. separate, and no person may accumulate the two Companys Executive Management
functions. Board, according to Section III.
Article 21. The members of the Board of Directors and Article 21. The members of the Board of Directors Exclude the need to take office within
of the Executive Management Board shall take office by and of the Executive Management Board shall take no more than 30 days after their
signing the deed of investiture in the proper Company office by signing the deed of investiture in the election, because it is possible that the
register within no more than 30 days after their proper Company register, at which time they must Shareholders Meeting (in the event of
appointment date, at which time they must also sign also sign the Statement of Consent from Directors election of members of the Board of
the Statement of Consent from Directors and Officers and Officers required under the Novo Mercado Directors) and the Board of Directors (in
required under the Novo Mercado Listing Rules. The Listing Rules. The directors and officers must the event of election of members of the
directors and officers must remain in office until their remain in office until their successors are appointed Executive Management Board) establish
successors are appointed and take office. and take office. other term for investiture.
Sole paragraph. The directors and officers of the Sole paragraph. The directors and officers of the Adjust the name of the policies
Company shall also be required to adhere to the Company shall also be required to adhere to the mentioned in the provision.
Disclosures and Securities Trading Policy Manual by Disclosures and Securities Trading Manual Polices
signing the relevant deed of adherence. issued by the Company by signing the relevant deed
of adherence.
Section II Board of Directors
Subsection I Composition
Article 22. Subject to the provisions of Article 84, the Article 22. Subject to the provisions of Article 87, Adjustment of reference and wording,
Board of Directors shall comprise at least seven and at the Board of Directors shall comprise at least seven since the provision of article 86 below is
most 13 members, elected by the Shareholders and at most 11 members, elected by the transitory.
Meeting for unified two-year terms, removal and Shareholders Meeting for unified two-year terms,
reelection being permitted. removal and reelection being permitted.
Paragraph 1. The Directors shall not hold positions in

the Executive Management Boards of either the
Page 20 of 111
Company or its subsidiaries.
Paragraph 2. The Board of Directors shall adopt an Paragraph 2. The Board of Directors shall adopt an Adjustment to the wording in view of
Internal Regulation establishing its own operating Internal Regulation establishing its own operating the new structure proposed for the
guidelines, rules on the rights and responsibilities of guidelines, rules on the rights and responsibilities of Companys Executive Management
the Directors and the relationships with the Executive the Directors and the relationships with the Joint Board according to Section III.
Management Board and with other corporate bodies. Board of OfficersCollective Executive Management
Board, with the Executive Management Board and
with other corporate bodies.
Paragraph 3. With regard to the voting process for

election of Directors, it shall be incumbent on the Chair
of the Shareholders Meeting to determine the voting
system by which the shareholders will be polled, while
having due regard for the provisions of Articles 23 and
24 of these Bylaws.
Paragraph 4. Unless upon a waiver pronounced at a

Shareholders Meeting, the eligibility requirements for
candidate directors shall include those that are set
forth below, in addition to the requirements set forth
under applicable Law and regulations.
(a) being over 25 years old;
(b) having an upstanding reputation and proficient

knowledge of the functioning of the markets operated
by the Company and/or its subsidiaries, as well as
other areas of knowledge required under the Internal
Rules of the Board of Directors;
(c) not having a spouse, domestic partner or relative to
Page 21 of 111
the second degree serving as director or officer of, or
employed with, the Company or any of its subsidiaries;
(d) not holding a position in any company deemed to

be a competitor of the Company or its subsidiaries, and
neither having, nor representing any party that has, a
conflict of interest with the Company or its
subsidiaries. A conflict of interest is presumed to exist
relative to any person that, cumulatively: (i) has been
elected by a shareholder that has also elected a
director in a competitor company; and (ii) has ties
arising from a subordinate relationship with the
shareholder voting for his or her election; and
(e) having actual disposition to dedicate time and

effort as member of the Board of Directors, regardless
of other positions the candidate may hold in other
entities, whether as director and/or executive.
Paragraph 5. For the purposes of item (d) of the above

paragraph 4 of this Article 22, a Director shall be
deemed to have been elected by: (i) the shareholder of
Shareholder Group whose individual votes were
sufficient to elect a Director; or (ii) the shareholder or
sufficient to elect a Director in a cumulative voting
process (or would have been sufficient based on the
total of attendee shareholders, had the cumulative
voting system been adopted); or (iii) the shareholder or
sufficient to meet the percentage thresholds required
under paragraph 4 of Article 141 of Brazilian Corporate
Page 22 of 111
Law*, which allow for the election of Directors in a
separate voting process.
Paragraph 6. A majority of the Directors of the

Company shall be Independent Directors, herein
defined as persons that meet the following
requirements:
(a) all of the independence standards established in

the Novo Mercado Listing Rules and in CVM Ruling No.
461/07, cumulatively; and
(b) not holding, and not having ties with any

shareholder that holds, whether directly or indirectly,
ownership interest in 7% or more of the issued and
outstanding shares of stock, or voting stock of the
Company.
Paragraph 7. Directors elected pursuant to paragraphs

4 and 5 of article 141 of Brazilian Corporate Law* shall
also be deemed to serve in the capacity of Independent
Directors, regardless of whether they meet the
independence standards established in this Article.
Paragraph 8. In addition to the requirements set forth

in the preceding paragraphs, the members of the Board
of Directors shall at no time include more than one
Director having ties with a holder of permit for access
to the Companys markets, or having ties with the same
entity, conglomerate or economic group.
Paragraph 9. At least two (2) and at most four (4)
Page 23 of 111
directors of the Company shall be Directors
maintaining relationship with the holder of Permit for
Access, selected amongst the holders of Permit for
Access with effective representativeness and
leadership in the markets they operate.
Paragraph 10. For the purposes of this Article, having

ties with a party is defined as:
(a) an employment relationship, or one arising from

any agreement for provision of professional services on
a continuing basis or from participation in any
management or advisory or deliberative body or fiscal
council of an entity;
(b) any direct or indirect ownership interest in excess

of 10% of the issued and outstanding shares of stock or
voting stock of the Company; or
(c) a relationship established through a spouse, (c) exclusively for purposes of paragraph 6, letter Adjustment to the wording.
domestic partner or relative to the second degree. (b) above, in the event of individual shareholder, a
relationship established through a spouse,
domestic partner or relative to the second degree.
Paragraph 11. Any Director that ceases to meet the

eligibility requirements established in this Article, due
to a supervening event or circumstance unknown at
the time of the election, shall be replaced promptly
upon disclosure of such event or circumstance.
Subsection II Election
Article 23. Without prejudice to the provision of Article
Page 24 of 111
24, a slate system shall be adopted in elections of the
members of the Board of Directors.
Paragraph 1. In the election provided for in this Article

23, only the following slates of candidates may run: (i)
those nominated by the Board of Directors, as advised
by the Nominations and Corporate Governance
Committee; or (ii) those that are appointed by any
shareholder or group of shareholders in the manner
provided for in paragraph 3 of this Article.
Paragraph 2. The Board of Directors, as advised by the

Nominations and Corporate Governance Committee
shall, on the date the Shareholders Meeting that is to
elect the members of the Board of Directors is called,
make available at the Companys headquarters any
statement signed by each of the members of the slate
of candidates appointed, containing: (i) his or her
complete identification information; (ii) a complete
description of his or her professional experience,
including previous work experience qualifications and
academic qualifications; and (iii) information regarding
disciplinary or judicial proceedings in which a judgment
of guilty has been entered under a final and
unappealable decision issued, in addition to
information on instances of disqualification or inability
to serve or conflict of interest with the Company, if
any, such as prescribed under Article 147, paragraph 3,
of Brazilian Corporate Law*.
Paragraph 3. Where a shareholder or group of

shareholders wishes to propose a different slate of
Page 25 of 111
candidate nominations to the Board of Directors, it
shall forward to the Board of Directors, jointly with the
proposed slate to be presented pursuant to the
applicable regulation, statements signed individually by
the candidates they nominate, containing the
information required in the preceding paragraph, and
the disclosure shall observe the terms of the applicable
regulation.
Paragraph 4. Candidates nominated by the Board of

Directors or any shareholder to serve as independent
directors shall be identified as such, due regard being
given to the eligibility requirements set forth in
Paragraphs 6 and 7 of Article 22 of these Bylaws..
Paragraph 5. A single person may be nominated in two

or more slates, including the one proposed by the
Board of Directors.
Paragraph 6. Any shareholder shall vote for just one

slate, and the votes shall be computed in compliance
with the limitations provided for in Article 7. The
candidates nominated in the slate that receives the
highest number of votes shall be declared elected.
Paragraph 7. Where the candidates are nominated

individually, the voting system shall dispense with the
slate system and votes shall be cast relative to each
individual candidate.
Article 24. In elections of the members of the Board of

Directors, shareholders individually or jointly
Page 26 of 111
representing interest in at least 5% of the outstanding
shares are entitled to request adoption of cumulative
voting system, provided they so request at least 48
hours prior to the Shareholders Meeting.
Paragraph 1. Promptly upon receiving the request, the Paragraph 1. Promptly upon receiving the request, Adjustments in line with a proposed
Company shall release notice thereof in the Companys the Company shall release notice thereof in the new corporate name of the Company.
Internet site advising shareholders that the election will Companys Internet site advising shareholders that
take place in a cumulative voting process, and shall the election will take place in a cumulative voting
forward the same information, via computer, to the process, and shall forward the same information,
CVM and BM&FBOVESPA. via computer, to the CVM and BM&FBOVESPAB3.
Paragraph 2. On convening the meeting, the presiding

officers shall determine the number of eligible votes
attributable to each shareholder or Shareholder Group,
based on the signatures affixed to the Shareholders
Attendance List and number of shares of record,
provided that for purposes of the voting cap
established in Article 7 of these Bylaws, the number of
board seats to be filled in the election shall be
multiplied by the number of eligible votes, meaning
votes not exceeding the cap threshold of 7% of the
outstanding shares.
Paragraph 3. Where the election of Directors adopts a

cumulative voting process, the slate system shall be
dispensed with and votes shall be cast individually on
the candidates nominated in slates presented by the
Board and shareholders according to Article 23,
provided each candidate shall have signed and
presented to the meeting a statement containing the
information required under paragraph 2 of Article 23 of
Page 27 of 111
these Bylaws..
Paragraph 4. Any shareholder or Shareholder Group

shall be entitled to allot all of its votes to a single
candidate or spread out the votes among several.
Candidates that receive the highest number of votes
shall be declared elected.
Paragraph 5. Where a tie is determined to have

occurred for any given board seat, an additional voting
round shall take place after the number of eligible
votes attributable to each shareholder or Shareholder
Group.
Paragraph 6. Where the election of Directors is carried

out in a cumulative voting process, the removal of one
shall result in removal of all the Directors for a new
election process to take place. Otherwise, where a
board seat becomes vacant, elections shall be held to
elect the entire Board of Directors in the next
shareholders meeting taking place after the event. .
Paragraph 7. Where the Company is under control of

any individual controlling shareholder or Shareholder
Group, (pursuant to Article 116 of Brazilian Corporate
Law*), at elections of the members of the Board of
Directors shareholders representing 10% of the
outstanding shares of shall be entitled to request
adoption of a separate voting system (plumping) for
the election, as permitted under paragraphs 4 and 5 of
Article 141 of Brazilian Corporate Law*. In this event
the provisions of Article 23 of these Bylaws shall not
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apply.
Article 25. The Board of Directors shall appoint the

Chairman and Vice Chairman from among its members.
The appointment shall take place in the first meeting
held after the Directors take office or in the first
meeting after the vacancy of these positions.
Subsection III Meetings and Substitutions
Article 26. The members of the Board of Directors shall
hold ordinary meetings at least every two months,
according to a meeting calendar which the Chairman of
the Board will release to the directors on the first
month of each year, and will hold extraordinary
meetings as often as may be necessary, upon being
summoned as prescribed under paragraph 1 of this
Article or two-thirds of its members.
Paragraph 1. The Chairman or the Vice Chairman, if the

former is absent, shall issue call notices of meetings of
the Board of Directors.
Paragraph 2. The call notice for the meetings of the

Board of Directors shall be in writing, by letter,
telegram, fax, e-mail or other manner which allows
proof of receipt of the called notice by the addressee,
and must contain, in addition to the place, date and
time of the meeting, and the agenda.
Paragraph 3. The meetings of the Board of Directors

shall be convened with, at least, upon three days
notice. Regardless of the formalities for convening a
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meeting, the meeting shall be considered regular when
all of the members of the Board of Directors attend.
Paragraph 4. The Directors may take part in the

meetings of the Board of Directors by conference call,
videoconference or by any other means of
communication that allows the identification of the
Director and the communication with all of the other
people present at the meeting. In this case, the
Directors shall be considered present at the meeting
and must sign the respective minutes.
Paragraph 5. No member of the Board of Directors may Paragraph 5. No member of the Board of Directors Set forth that the members of the Board
have access to information, take part in decisions and may have access to information, take part in may also not have access to information
discussions of the Board of Directors or any other decisions and discussions of the Board of Directors or take part in decisions of the
management bodies, exercise the right to vote or, in or any other management bodies of the Company management bodies of the controlled
any way intervene in the matters in which he or she, or of the companies controlled by it, exercise the companies or in any way intervene in
directly or indirectly, has a conflict of interests with right to vote or, in any way intervene in the matters the matters in which he or she has a
those of the Company, under the terms of the law. in which he or she, directly or indirectly, has a conflict of interests with those of the
conflict of interests with those of the Company or Company or of its controlled companies.
of its controlled companies, under the terms of the
law.
Paragraph 6. The quorum for the instatement of the

meetings of the Board of Directors, on first call, shall be
the absolute majority of its members. On second call,
which shall be the object of a new communication to
the Directors in the manner described in paragraph 1 of
this Article, sent immediately after the date set for the
first call, the meeting shall be instated with any number
of Directors present.
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Paragraph 7. Except otherwise provided for in these
Bylaws, the decisions of the Board of Directors shall be
taken by majority vote of the members present at the
meetings. The Chairman of the Board of Directors shall
cast the deciding vote in case of tie.
Paragraph 8. The Chief Executive Officer, or his or her Paragraph 8. The Companys Chief Executive Adjustment to the wording in view of
substitute, shall take part in the meetings of the Board Officer, or his or her substitute, shall take part in the new structure proposed for the
of Directors, but shall withdraw on request of the the meetings of the Board of Directors, but shall Companys Executive Management
directors. withdraw on request of the directors. Board, according to Section III.
Article 27. Except otherwise provided for in paragraph

6 of Article 24 and observing the sole paragraph of this
Article, if there is a vacancy occurring in the
membership of the Board of Directors, the replacement
shall be appointed by the other Directors based on a
recommendation of the Nominations and Corporate
Governance Committee to serve until the next
Shareholders Meeting, when a new Director must be
elected, who shall complete the term of office of the
replaced Director. Where there is a vacancy of the
majority of positions of the Board of Directors, a
Shareholders Meeting must be convened, within a
maximum of 15 days from the event, to elect the
alternates, who must complete the terms of office of
those being replaced.
Sole paragraph. In the event of vacancy in the position

of Board Chairman, the Vice Chairman shall fill in the
position until such time as a new Chairman is elected.
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Article 28. In cases of absence or temporary inability,
the absent or temporarily impeded Director may be
represented in the meetings of the Board of Directors
by another Director appointed in writing, who, in
addition to having his or her own vote, shall present
the vote of the absent or temporarily impeded
Director.
Paragraph 1. If the Director to be represented is: (i) an Paragraph 1. If the Director to be represented is an Adjustment to the wording.
Independent Director, the Director who represents him (i) an Independent Director, the Director who
or her must also fall within the classification of represents him or her must also fall within the
Independent Director; (ii) a Director who maintaining a classification of Independent Director; or (ii) a
relationship with the holder of Access Permit, the Director who maintaining a relationship with the
Director to represent him or her must also be a holder of Access Permit, the Director to represent
Director maintaining a relationship with the holder of him or her must also be a Director maintaining a
Access Permit . relationship with the holder of Access Permit.
Paragraph 2. In the event of absence or temporary

inability of the Chairman of the Board, his or her
functions shall be provisionally filled in by the Vice
Chairman or another director appointed by the Vice
Chairman.
Paragraph 3. In the event of absence or temporary

inability of the Vice Chairman, the Chairman shall
appoint a replacement from among the other
Directors.
Subsection IV Responsibilities
Article 29. The responsibilities of the Board of Directors
include the following:
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(a) determining the general business guidelines of the
Company and its subsidiaries; including the approval
the annual budget and budget revisions of the
Company and its subsidiaries; and setting strategic
plans and targets for future periods, overseeing
execution;
(b) electing and removing the Executive Officers, (b) (i) electing and removing the members of the Adjustment to the wording in view of
assessing their performance, establishing a succession Executive Management Board, (ii) assessing the the new structure proposed for the
plan in relation to them, and approving the Executive Chairs CEOs performance, and assessing the Companys Executive Management
Management Internal Rules having regard to the performance of the other members of the Board, according to Section III.
relevant provisions of these Bylaws; Executive Management Board (iii)and establishing a
succession plan regarding the CEO and assessing
and supervising the succession plan of the Boad Explain that the Board is empowered to
proposed by the Joint Board, and as well as (iv) assess the performance of the Chair and
approving the Executive Management Internal to assess the performance of the other
Rules having regard to the relevant provisions of Officers conducted by the Chair.
these Bylaws;
(c) overseeing management of the Officers; examining (c) overseeing management of the Executive Adjustment to the wording in view of
the books and records of the Company at any time, Management Board; examining the books and the new structure proposed for the
requesting information on previous or impending records of the Company at any time, requesting Companys Executive Management
transactions and any other management acts; information on previous or impending transactions Board, according to Section III.
and any other management acts;
(d) deciding on the convening of the Shareholders

Meetings;
(e) submitting the Management Report and accounts,

and the annual financial statements to the
Shareholders Meeting, along with its
Page 33 of 111
recommendations;
(f) presenting to the Shareholders Meeting the

proposal on allocation of the net income for the year;
(g) granting prior authorization for the execution of (g) granting prior authorization for the execution of Reference adjustment.
agreements of any kind, as well as settlements or agreements of any kind, as well as settlements or
waivers of rights, which in any event imply liabilities for waivers of rights, which in any event imply
the Company at amounts in excess of the Reference liabilities for the Company at amounts in excess of
Amount, as defined in the sole paragraph of this the Reference Amount, as defined in the sole
Article, to the extent they have not been contemplated paragraph of this Article, to the extent they have
in the annual budget, except however for the not been contemplated in the annual budget,
agreements set forth in item (g) of Article 38; except however for the agreements set forth in
item (gk) of Article 37;
(h) granting prior authorization for investments of a (h) granting prior authorization for investments of a Rebalancing of the attributions of the
single nature not contemplated in the annual budget single nature not contemplated in the annual Companys management bodies.
and whose aggregate amount exceeds the Reference budget and whose aggregate amount exceeds the
Amount; Reference Amount, subject to the provisions of
letter (o) below;
(i) granting prior authorization for any loan, financing,

bond issuance, or cancellation of simple, non-
convertible debentures not secured by collateral, or for
the giving of collateral or personal guarantees by the
Company on behalf of its subsidiaries, where the
amount involved is in excess of the Reference Amount
and the transaction has not been contemplated in the
annual budget;
(j) authorizing the Executive Management Board to (j) authorizing the Executive Management Board to Adjustment to the wording.
acquire, or dispose of, or give collateral or create liens acquire or dispose of, or also to give collateral or
Page 34 of 111
of any kind on permanent assets of the Company, create liens of any kind on permanent assets of the
where the amount involved implies liability in excess of Company, where the amount involved implies
the Reference Amount and the transaction has not liability in excess of the Reference Amount and the
been contemplated in the annual budget; transaction has not been contemplated in the
annual budget;
(k) granting prior authorization for the Company or a

subsidiary to enter into partnership or shareholders
agreements involving the Company or its subsidiaries;
(l) deciding on the voting instructions where the (l) deciding on the voting instructions where the Rebalancing of the attributions of the
Company is to attend shareholders meetings of Company is to attend shareholders meetings (a) of Companys management bodies.
companies in which it holds ownership interest, and controlled companies, for any matters where the [NOTE to the Board of Directors: the
granting prior consent for approval of amendments to Companys interest value is in excess of the mapping of attributions approved by the
the articles of association or bylaws of any investees, Reference Amount; and (b) of any entities in which Board of Directors sets forth that the
where the interest value is in excess of the Reference the Company holds ownership interest, for voting instructions for strategic matters
Amount, due regard being given to the provision under strategic matters. would be limited to controlled
item 0 of Article 16; companies. The new proposal of the DE
would be that the voting instructions be
attributed to the Board of Directors in
the event of strategic matter in any
invested entity, whether controlled or
not, and irrespective of the Reference
Amount]
(m) appointing the Executive Officers of the (m) appointing the managers of the subsidiaries Rebalancing of the attributions of the
subsidiaries, provided that, unless otherwise decided whenever the amounts of the equity interests of Companys management bodies.
by 75% of the Directors, the appointment of the lead the Company exceed the Reference Value, it being
executives will coincide with that of the Chief Executive understood that unless otherwise decided by 75%
Officer; of the Directors, the appointment of the lead
executives will coincide with that of the Chief
Page 35 of 111
Executive Officer;
(n) deciding on proposals for the Company to

repurchases of its own shares whether for the shares
to be kept as treasury stock or for cancellation or
subsequent reissue;
(o) having due regard for the corporate purposes (o) deciding on the Companys membership in Rebalancing of the attributions of the
stated in Article 3, deciding on acquisitions of philanthropic associations and organizations, Companys management bodies.
ownership interest in other companies, and where the amount involved is in excess of the
membership in philanthropic associations and Reference Amount or whenever the interest
organizations, where the amount involved is in excess represents the acquisition of control of the
of the Reference Amount and except for interest investee, irrespective of the value of the equity
acquired within the scope of the Companys policy on interest, except with respect to interests involved
financial investments; by the Companys financial investment policy and
those referred to in letter (j) of Article 16;
(p) granting authorization, regardless of the amount (p) granting authorization, regarding values equal Adjustment to explain that the Board of
involved, for the Company to guarantee third-party to or greater than 10% of the Reference Value Directors would have powers to resolve
obligations under transactions unrelated to the established in Bylawsregardless of the amount on any grant of guarantee to third-party
Company business or not arising from its operations, in involved, for the Company to guarantee third-party obligations, except in relation to
particular in connection with its role as central obligations, except in relation to obligations of obligations of entities controlled by the
counterparty clearing (and whether involving the entities controlled by the Company or entities in Company or entities in which the
Company or a subsidiary); which the Company participates as founder or Company participates as founder or
supporting entity; supporting entity.
(q) defining the three nominations list of selected

specialized firms, proposed for a valuation of the
Company shares and preparation of the valuation
report, in the event a tender offer is to be conducted in
a going private process (and cancellation of the public
company registration) or for the Company to delist
Page 36 of 111
from the Novo Mercado, as provided in paragraph 2 of
Article 65 of these Bylaws;
(r) approving the hiring of a registrar to provide (r) approving the hiring of a registrar to provide Rebalancing of the attributions of the
securities bookkeeping services; securities bookkeeping services; Companys management bodies.
(s) deciding on distributions (for payment or crediting (r) deciding on distributions (for payment or Renumbering.
to shareholders) of interest on shareholders equity, crediting to shareholders) of interest on
pursuant to applicable legislation; shareholders equity, pursuant to applicable
legislation;
(t) appointing and removing the independent auditors, (s) appointing and removing the independent Renumbering and adjustment of
while giving regard to item (a) of Article 47, auditors, while giving regard to item (a) of Article reference.
4947,
(u) appointing the members of standing Advisory (t) appointing the members of standing Advisory Renumbering.
Committees from among the Directors, and the Committees from among the Directors, and the
members of other committees or temporary working members of other committees or temporary
groups established by the Board of Directors; working groups established by the Board of
Directors;
(v) within fifteen (15) days after the announcement of (u) within fifteen (15) days after the Renumbering.
any tender offer initiated for shares issued by the announcement of any tender offer initiated for
Company, expressing its support of, or opposition to, shares issued by the Company, expressing its
the offer in a reasoned opinion to be released to the support of, or opposition to, the offer in a
market, which must advise the shareholders at least reasoned opinion to be released to the market,
with regard to (i) the timing and convenience of the which must advise the shareholders at least with
bid vis--vis the shareholders interests and the regard to (i) the timing and convenience of the bid
liquidity of their shares; (ii) the impact of the offer on vis--vis the shareholders interests and the
the business interests of the Company; (iii) the liquidity of their shares; (ii) the impact of the offer
bidders strategic plans for the Company, as released; on the business interests of the Company; (iii) the
and (iv) any other points of consideration the Board bidders strategic plans for the Company, as
Page 37 of 111
may deem relevant, in addition to providing the released; and (iv) any other points of
information required under applicable CVM rules; and consideration the Board may deem relevant, in
addition to providing the information required
under applicable CVM rules; and
(x) judge resources in the assumptions provided for (v) judge resources in the assumptions provided for Renumbering.
herein, in the Internal Rules of the Board of Directors herein, in the Internal Rules of the Board of
or regulations, in according to the proceeds established Directors or regulations, in according to the
in the Board of Directors Internal Rules. proceeds established in the Board of Directors
Internal Rules.
Sole paragraph. For purposes of these Bylaws, the Paragraph 1. For purposes of these Bylaws, the Renumbering.
Reference Amount shall equal 1% of the net equity Reference Amount shall equal 1% of the net equity
value of the Company, as determined at the end of the value of the Company, as determined at the end of
immediately preceding year. the immediately preceding year.
Absent provision Paragraph 2. Any election of member(s) or change Replicate in the Bylaws the rule
in the Products and Pricing Committees contained in the Internal Regulations of
composition shall be conditional upon the the Companys Board of Directors.
affirmative vote of ninety percent (90%) of the
Article 30. The Board of Directors shall also have

powers to:
(a) approve the Market Access Regulations, as well as (a) approve the Market Access Regulations, as well Rebalancing of the attributions of the
rules governing admission, suspension and exclusion of as rules governing admission, suspension and management bodies.
Access Permit holders, in addition other regulatory exclusion of Access Permit holders, in addition
rules, operating rules or clearing/settlement rules other regulatory rules designed to regulate and
designed to regulate and define transactions in debt or define transactions in debt or equity securities,
equity securities, bonds and derivatives contracts bonds and derivatives contracts admitted for
admitted for trading and/or registration, as carried out trading and/or registration, as carried out in any of
Page 38 of 111
in any of the trading, registration, clearing and the trading, registration, clearing and settlement
settlement systems operated by the Company and its systems operated by the Company and its
subsidiaries; subsidiaries;
(b) approve rules related to issuer registration and

listing, admission for trading, suspension and delisting
of debt or equity securities, bonds and derivatives
contracts, as applicable;
(c) approve the regulations applicable within the scope

of any clearing house operated by the Company and
their clearing, settlement and registration systems;
(d) approve the Over-the-Counter Business and Credit (d) approve the Companys over-the-counter Formal adjustment.
Support Transactions Guideline; business and credit support transactions guideline
(Over-the-Counter Business and Credit Support
Transactions Guideline);
(e) approve the Product and Service Pricing Policy (e) approve the product and service pricing policy Formal and reference adjustment.
Guidelines referred to in article 35, letter (h), items (i), guidelines referred to in article 35, letter (g), items
(ii) and (iii); (i), (ii), (iii) and (iv) (Product and Service Pricing
Policy Guidelines);
(f) approve the Code of Ethics applicable to

Participants with access to markets operated by the
Company, which code will provide rules of ethical
conduct necessary to ensure proper market
functioning and high standards of business conduct, in
addition to approving rules to regulate the operation
and composition of the Ethics Committee, and electing
the Committee members;
Page 39 of 111
(g) establish the penalties that may apply to breaches (g) establish the penalties that may apply to Adjustment to the wording.
of the rules approved by the Board of Directors; breaches of the rules approved by the Board of
Directors;
(h) decide on the granting of the Access Permits, this (h) decide on the granting of the Access Permits, Reallocation of the powers to the
decision being subject, within thirty (30) days, to a this decision being subject, within thirty (30) days, Companys Chair, as permitted by CVM
request for review to the Shareholders Meeting, to a request for review to the Shareholders Instruction 461/07, in line with the
which must provide a definitive decision on the Meeting, which must provide a definitive decision rebalancing of attributions of the
subject, observing the provisions in the law in effect; on the subject, observing the provisions in the law Companys management bodies.
in effect;
(i) decide concerning the suspension and the (i) decide concerning the suspension and the Reallocation of the powers to the
cancellation of the Access Permits, as well as to cancellation of the Access Permits, as well as to Companys Chair, as permitted by CVM
analyze the cases where there is a change in the analyze the cases where there is a change in the Instruction 461/07, in line with the
control and recommendations of new administrators control and recommendations of new rebalancing of attributions of the
of companies that are holders of Access Permits; administrators of companies that are holders of Companys management bodies.
Access Permits;
(j) order the full or partial recess of the markets (h) order the full or partial recess of the markets Renumbering.
administered by the Company and by its subsidiaries, administered by the Company and by its
where a gross emergency situation has been subsidiaries, where a gross emergency situation has
recognized that may affect the normal functioning of been recognized that may affect the normal
market activities, immediately communicating the functioning of market activities, immediately
decision, duly founded, to the CVM; communicating the decision, duly founded, to the
CVM;
(k) approve the annual report on operational risk (i) approve the annual report on operational risk Renumbering.
controls and the business continuity plan of the controls and the business continuity plan of the
Company and of its subsidiaries; Company and of its subsidiaries;
(l) decide concerning the creation, allocation and (j) decide concerning the creation, allocation and Renumbering.
maintenance of funds and the other safeguarding maintenance of funds and the other safeguarding
Page 40 of 111
mechanisms, for the operations performed in the mechanisms, for the operations performed in the
systems and markets administered by the Company systems and markets administered by the Company
and its subsidiaries, regulating the situations and and its subsidiaries, regulating the situations and
procedures for their use. procedures for their use.
Paragraph 1. The Board of Directors may delegate to Paragraph 1. The Board of Directors may delegate Adjustment to the wording in view of
the Executive Management Board of the Company the to the Joint Board of Officers Collective Executive the new structure proposed for the
setting of technical, financial and operating criteria that Management Board of the Company the setting of Companys Executive Management
complement the rules and regulations stated in items technical and operating criteria that complement Board, according to Section III.
(a), (b) and (c) of this Article. the rules and regulations stated in items (a), (b) and Rebalancing of the attributions of the
(c) of this Article. Companys management bodies.
Paragraph 2. Any amendment to the Over-the-Counter Paragraph 2. Any amendment to the Over-the- Reference adjustment in view of the
Business and Credit Support Transactions Guideline Counter Business and Credit Support Transactions amendments proposed in letter (g) of
and to the Product and Service Pricing Policy Guidelines Guideline and to the Product and Service Pricing Article 35.
referred to in Article 35, letter (h), items (i), (ii) and (iii) Policy Guidelines referred to in Article 35, letter (g),
shall rely on the affirmative vote of ninety percent items (i), (ii), (iii) and (iv) shall rely on the
(90%) of members of the Board of Directors. affirmative vote of ninety percent (90%) of
Section II Executive Management Board
Article 31. The Executive Management Board is the Article 31. The Executive Management Board is the Adjustment to the wording in view of
body that represents the Company, having the power body that represents the Company, having the the new structure proposed for the
to perform all acts of the management of corporate power to perform all acts of the management of Companys Executive Management
business. The Officers have the power to: (i) observe corporate business. Each of the members of the Board, according to Articles 32 and 36
and enforce the terms and conditions of these Bylaws, Executive Management Board, within the scope of below.
the decisions of the Board of Directors and of the their duties and attribution as set forth in these
Shareholders Meeting; (ii) perform, within its powers, Bylaws and/or defined by the Board of Directors
all of the acts necessary for the ordinary operation of has the power to: (i) observe and enforce the terms
the Company and consecution of the corporate and conditions of these Bylaws, the decisions of the
purpose, and (iii) coordinate the activities of the Board of Directors and of the Shareholders
Meeting; (ii) perform, within its powers, all of the
Page 41 of 111
Companys subsidiaries. acts necessary for the ordinary operation of the
Company and consecution of the corporate
purpose, and (iii) coordinate the activities of the
Companys subsidiaries.
Article 32. The Executive Management Board shall be Article 32. The Executive Management Board shall Proposed new structure of the
comprised of five up to nine Officers, one being the be comprised of at least six and up to twenty Companys Executive Management
Chief Executive Officer and eight Executive Officers. All Officers, one being the Chief Executive Officer, up Board.
of the Officers are elected and removable by the Board to 5 Vice-Chairs Presidents and up to 14 Executive The proposal further contemplates a
of Directors, with a term of office of two years, with Officers. All of the members of the Executive Collective Executive Management
reelection to consecutive terms of office being Management Board are elected and removable by Board, within the scope of the Executive
permitted. the Board of Directors, with a term of office of two Management Board, composed of the
years, with reelection to consecutive terms of office Chair and Vice-Chairs (according to
being permitted. article 36 below).
Absent provision. Paragraph 1. It shall be incumbent upon the Vice- In view of the new structure of the
Presidents and the Executive Officers to assist and Executive Management Board, to
support the CEO in the management and explain the powers of the Vice-Chairs
coordination of the Companys business and to and of the Officers, as well as to
engage in the activities relating to the duties expressly establish that the Board of
attributed to them by the Board of Directors or by Directors shall define their attributions
these Bylaws, as the case may be, individually or in addition to those set forth in the
collectively. Bylaws.
Absent provision. Paragraph 2. It shall also be incumbent upon the In view of the new structure of the
Vice-Presidents to guide and coordinate the actions Board of Executive Officers, to explain
of the Executive Officers who directly report to the powers of the Vice-Chairs with
them based on the Companys organization respect to the reporting by the Officers,
structure. whenever applicable.
Paragraph 1. At the time of the annual shareholders Paragraph 3. At the time of the annual Renumbering.
meeting that convenes to review and judge the shareholders meeting that convenes to review and
Page 42 of 111
financial statements related to the year during which judge the financial statements related to the year Adjustment to the wording in view of
he or she reaches the age of sixty-five (65), the Chief during which he or she reaches the age of sixty-five the new structure proposed for the
Executive Officer shall step down from his or her office, (65), the Chief Executive Officer shall step down Companys Executive Management
unless otherwise authorized by the Board of Directors, from his or her office, unless otherwise authorized Board, according to this Section III.
as an exception to this retirement age rule. by the Board of Directors, as an exception to this
retirement age rule.
Paragraph 2. The Board of Directors shall designate, Paragraph 4. The Board of Directors shall designate, Renumbering.
from among the Officers of the Company, the one as proposed by the Companys ChairCEO, from Adjustment to the wording in view of
(those) who shall perform the functions of Chief among the Vice-Chairs President or Executive the new structure proposed for the
Financial Officer and Investor Relations Officer. Officers of the Company, the one who shall perform Companys Executive Management
the functions of Investor Relations Officer. Board, according to this Section III.
Adjustment to the wording because (i)
not necessarily the same Officer will
perform the duties as Chief Financial
Officer and Investor Relations Officer
and (ii) from the regulatory perspective,
only the duties as Investor Relations
Officer is mandatory
Article 33. The Executive Officers work for the Article 33. The members of the Executive Adjustment to the wording in view of
Company on an exclusive dedication basis and are not Management Board work for the Company on an the new structure proposed for the
permitted while in office to have ties (as defined in exclusive dedication basis and are not permitted Companys Executive Management
paragraph 9 of Article 22): (i) with holders of a permit while in office to have ties (as defined in paragraph Board, according to this Section III.
for access to the Companys markets, (ii) with a 10 of Article 22): (i) with holders of a permit for Formal adjustments to the wording.
shareholder or Shareholder Group owning interest in access to the Companys markets, (ii) with a
5% or more of the issued and outstanding shares of shareholder or Shareholder Group owning interest
voting stock of the Company, (iii) with any institution in 5% or more of the issued and outstanding shares
that is a participant in the Brazilian or other of voting stock of the Company, (iii) with any
international securities distribution system, (iv) with institution that is a participant in the Brazilian or
other public companies; (v) with portfolio management other international securities distribution system,
Page 43 of 111
firms; and (vi) with institutional investors. (iv) with other public companies; (v) with portfolio
management firms, and (vi) with institutional
investors.
Article 34. The eligibility to serve as Chief Executive Article 34. The eligibility to serve as Chief Executive Adjustment to the wording in view of
Officer shall require a candidate to meet all applicable Officer of the Company shall require a candidate to the new structure proposed for the
legal and regulatory requirements, the requirements of meet all applicable legal and regulatory Companys Executive Management
paragraph 4 of Article 22 as well as those which are set requirements, the requirements of paragraph 4 of Board, according to this Section III.
forth under the sole paragraph of Article 20 and Article 22 as well as those which are set forth under Reference adjustment.
paragraph 1 of Article 32 of these Bylaws.. the sole paragraph of Article 20 and paragraph 3 of
Article 32 of these Bylaws.
Paragraph 1. The Chief Executive Officer shall nominate Paragraph 1. The Companys Chief Executive Officer Adjustment to the wording in view of
candidate officers for appointment by the Board of shall nominate all candidate Vice-Presidents and the new structure proposed for the
Directors. If the Board of Directors fails to approve any Executive Officers for appointment by the Board of Companys Executive Management
of the nominees, additional nominations will be made Directors. If the Board of Directors fails to approve Board, according to this Section III.
until they meet with the approval of the Board of any of the nominees, additional nominations will be
Directors. made until they meet with the approval of the
Board of Directors.
Paragraph 2. The Chief Executive Officer may suspend Paragraph 2. The Chief Executive Officer may Adjustment to the wording in view of
from office any executive officer pending a decision of suspend from office any Vice-President or Executive the new structure proposed for the
the Board of Directors on his or her removal from Officer of the Company pending a decision of the Companys Executive Management
office. Board of Directors on his or her removal from Board, according to this Section III.
office.
Article 35. The Chief Executive Officer has the following Article 35. The Companys Chief Executive Officer Adjustment to the wording in view of
powers, additionally to the other attributions has the following powers, additionally to the other the new structure proposed for the
established in these Bylaws: attributions established in these Bylaws: Companys Executive Management
Board, according to this Section III.
(a) convene and chair the meetings of the Executive (a) convene and chair the meetings of the Joint Adjustment to the wording in view of
Page 44 of 111
Management Board; Board of OfficersCollective Executive Management the new structure proposed for the
Board; Companys Executive Management
Board, according to this Section III.
(b) propose to the Board of Directors the rules and (b) propose to the Nominations and Corporate Explain that the proposed composition
composition of the Executive Management Board; Governance Committee, for subsequent of the Executive Management Board, as
recommendation to the Board of Directors, the well as the attributions of its respective
composition of the Executive Management Board, members, shall be first presented to the
as well as the attributions of the Vice-Presidents Nominations and Corporate Governance
and of the Executive Officers who directly report to Committee, which, in turn, would make
them, according to the Companys organization the recommendation to the Board of
structure; Directors. Explain also that it shall be
incumbent upon the Chair to propose to
said Committee the attributions of
those who directly report to it according
to the Companys organization
structure.
Relocation of the attributions among
the management bodies.
(c) guide and coordinate the activities of the remaining (c) guide and coordinate the activities of the Vice- Adjustment to the wording in view of
Officers; Presidents and Officers who directly report to the new structure proposed for the
them, according to the Companys organization Companys Executive Management
structure; Board, according to this Section III.
(d) undertake the general planning of the Company

and of its subsidiaries;
(e) approve the organizational structure of the

Company, contracting and controlling the executive
staff, the technicians, auxiliaries and consultants it
believes are convenient or necessary, defining
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positions, functions and compensation and setting
their duties and powers, observing the directives
imposed by the budget approved by the Board of
Directors;
(f) establish the Market Risk Technical Committee and (f) establish the Market Risk Technical Committee Rebalancing of the attributions of the
the Credit Risk Technical Committee, and regulate its and the Credit Risk Technical Committee, and Companys management bodies.
operation, membership, roles and responsibilities, regulate its operation, membership, roles and
setting member compensation, as applicable and with responsibilities, setting member compensation, as
due regard for the standards established by the applicable and with due regard for the standards
Compensation Committee; established by the Compensation Committee;
(g) create other Technical Committees, Consulting or (f) create other Technical Committees, Consulting Restrict the creation of advisory bodies
Operating Committees, Technical Commissions for the or Operating Committees, Technical Commissions by the Chair only to issues relating to
Customization, Classification and Arbitration, for the Customization, Classification and the respective exclusive responsibilities.
workgroups and advisory bodies, defining their Arbitration, workgroups and advisory bodies
composition, roles and responsibilities; relating to issues for which he or she is exclusively
liable, defining their composition, roles and
responsibilities;
(h) according to the limits established by this item, (g) according to the limits established by this item, Renumbering.
determine prices, charges, compensation, commissions determine prices, charges, compensation, Adjustment to the wording in view of
and contributions and any other costs to be charged to commissions and contributions and any other costs the new structure proposed for the
holders of Access Permits and to third parties, for the to be charged to holders of Access Permits and to Companys Executive Management
services arising from the compliance of the functional, third parties, for the services arising from the Board, according to this Section III.
operating, regulatory, supervision and classifying compliance of the functional, operating, regulatory,
services of the Company, ensuring their broad supervision and classifying services of the Adjustment to the terms of the
disclosure to interested parties. In case of change of Company, ensuring their broad disclosure to Agreement on Merger Control executed
prices (i) of the traded derivative and over-the-counter interested parties; In case of change of prices (i) of with the Cade.
products referenced to: a) registered interest rate in the traded derivative and over-the-counter
Reais; b) foreign exchange coupon rate from Reais to products referenced to: a) registered interest rate
US Dollars; c) foreign exchange rate from Reais to US in Reais; b) foreign exchange coupon rate from
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Dollars; and d) IBOVESPA; (ii) for registration of bank Reais to US Dollars; c) foreign exchange rate from
raising products; and (iii) of the services relating to the Reais to US Dollars; and d) IBOVESPA; (ii) for
Financing Unit (vehicles segment and real estate registration of bank raising products; (iii) of the
segment), the Chief Executive Officer shall be liable for services relating to the Financing Unit (vehicles
the fixing thereof upon consultation with the Pricing segment and real estate segment); and; and (iv) of
and Products Committee. The Board of Directors shall any other product and/or services the Pricing and
decide on the matters involving price fixing whenever Products Committee so requires., the Chief
there is any divergence between the Chief Executive Executive Officer shall be liable for the fixing
Officers proposal and the Pricing and Products thereof upon consultation with the Pricing and
Committees proposal; Products Committee The Board of Directors shall
decide on the matters involving price fixing
whenever there is any divergence between the
Chief Executive Officers proposal and the Pricing
and Products Committees proposal;
(i) propose to the Board of Directors the regulatory, (i) propose to the Board of Directors the regulatory, Rebalancing of the attributions of the
operating and clearing rules that shall govern and operating and clearing rules that shall govern and Companys management bodies.
define the operations performed with the securities define the operations performed with the
and contracts admitted for trading in the systems securities and contracts admitted for trading in the
administered by the Company or by its subsidiaries systems administered by the Company or by its
and/or listed in any of their respective trading, subsidiaries and/or listed in any of their respective
registration, clearing and settlement systems; trading, registration, clearing and settlement
systems;
(j) determine the securities, certificates and contracts (h) determine the securities, certificates, including Renumbering and inclusion of
that shall be admitted for trading, registration, clearing ownership certificates and respective certificates that are currently registered
and settlement in the environment and systems encumbrances, and contracts that shall be by the CETIP.
administered by the Company, as well as to determine admitted for trading, registration, clearing and
the suspension or cancellation of the trading, settlement in the environment and systems
registration, clearing and settlement of these securities administered by the Company, as well as to
and contracts; determine the suspension or cancellation of the
trading, registration, clearing and settlement of
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these securities and contracts;
(k) supervise in real-time and inspect the transactions (i) supervise in real-time and inspect the Renumbering.
traded and/or registered in any of the trading, transactions traded and/or registered in any of the
registration, clearing and settlement systems under trading, registration, clearing and settlement
the Companys surveillance; systems under the Companys surveillance;
(l) take measures and adopt procedures to prevent the (j) take measures and adopt procedures to prevent Renumbering.
realization of operations that may constitute breaches the realization of operations that may constitute
of legal and regulatory rules, compliance with which is breaches of legal and regulatory rules, compliance
a duty of the Company to oversee; with which is a duty of the Company to oversee;
(m) in cases of gross emergencies, to declare the total (k) in cases of gross emergencies, to declare the Renumbering
or partial recess of the markets under the Company total or partial recess of the markets under the
and its subsidiaries surveillance, immediately Company and its subsidiaries surveillance,
communicating the decision to the Board of Directors immediately communicating the decision to the
and the CVM; Board of Directors and the CVM;
Moved from Article 30, letter (h). (l) decide on the granting of the Access Permits, Relocation of the powers previously
this decision being subject, within thirty (30) days, attributed to the Board of Directors to
to a request for review to the Board of Directors, the Companys Chair, as permitted by
which must provide a definitive decision on the CVM Instruction 461/07, in line with the
subject, observing the provisions in the law in rebalancing of attributions of the
effect; management bodies.
Moved from Article 30, letter (i). (m) decide concerning the suspension and the Relocation of the powers previously
cancellation of the Access Permits, as well as to attributed to the Board of Directors to
analyze the cases where there is a change in the the Companys Chair, as permitted by
control and recommendations of new CVM Instruction 461/07, in line with the
administrators of companies that are holders of rebalancing of attributions of the
Access Permits; management bodies.
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(n) to cautiously order the suspension, for the (n) to cautiously order the suspension, for the As provided in CVM Instruction 461/07,
maximum period of 90 days, of the activities of holders maximum period of 90 days, of the activities of in view of the relocation of the power to
of Access Permits, in cases provided in the Access holders of Access Permits, in cases provided in the resolve on the access authorizations, as
Regulation or the remaining rules passed by the Board Access Regulation or the remaining rules passed by well as the suspension or cancellation
of Directors, or, also, where there is an apparent the Board of Directors, or, also, where there is an thereof, to the Companys Chair, the
breach of the Code of Ethics, immediately apparent breach of the Code of Ethics, immediately power to cautiously order suspension is
communicating the suspension to the CVM and the communicating the suspension to the CVM and the no longer necessary.
Brazilian Central Bank; Brazilian Central Bank;=
(o) prevent the performance of the operations in (n) prevent the performance of the operations in Renumbering.
negotiation, registration, clearing and settlement negotiation, registration, clearing and settlement
systems of the Company, when there is evidence that systems of the Company, when there is evidence
these may constitute breaches of the legal and that these may constitute breaches of the legal and
regulatory rules with which compliance is a duty of the regulatory rules with which compliance is a duty of
Company to oversee; the Company to oversee;
(p) cancel trades and/or registration of any of the (o) cancel trades and/or registration of any of the Renumbering.
negotiation, registration, clearance or settlement of negotiation, registration, clearance or settlement
any transactions undertaken at the environment and of any transactions undertaken at the environment
systems of the Company, even if they are not yet and systems of the Company, even if they are not
liquidated, as well as suspend their liquidation, in case yet liquidated, as well as suspend their liquidation,
of infraction to the legal and regulatory rules overseen in case of infraction to the legal and regulatory
by the Company; rules overseen by the Company;
(q) determine special procedures for any operations (q) determine special procedures for any Relocation of powers to the Collective
performed and/or registered in any of the negotiation, operations performed and/or registered in any of Executive Management Board, in line
registration, clearance or settlement systems of the the negotiation, registration, clearance or with the rebalancing of attributions of
Company, as well as to establish conditions for their settlement systems of the Company, as well as to the management bodies.
liquidation; establish conditions for their liquidation;
(r) immediately inform the CVM of the occurrence of (p) immediately inform the CVM of the occurrence Renumbering.
events that affect, even if only temporarily, the of events that affect, even if only temporarily, the
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operation of the markets under the Companys operation of the markets under the Companys
surveillance, and surveillance, and
(s) send to the CVM, within the deadline and in the (q) send to the CVM, within the deadline and in the Renumbering.
manner specified by it, the information and the reports manner specified by it, the information and the
relating to the operations performed and/or registered reports relating to the operations performed
in any of the negotiation, registration, compensation and/or registered in any of the negotiation,
and liquidation systems of the Company. registration, compensation and liquidation systems
of the Company.
Paragraph 1. The decisions taken by the Chief Paragraph 1. The decisions taken by the Chief Adjustment to the wording in view of
Executive Officer in exercising the powers that are Executive Officer in exercising the powers that are the new structure proposed for the
dealt with in lines (n) to (q) of the main provision of this dealt with in lines (l) to (o) of the main provision of Companys Executive Management
Article, may be appealed, by any interested party, to this Article, may be appealed, by any interested Board, according to this Section III.
the Board of Directors. party, to the Board of Directors. Adjustment of reference.
Paragraph 2. The period for and the effects of filing an

appeal provided in paragraph 1 of this Article, as well
as the other situations where an appeal is appropriate,
shall be established by the Board of Directors.
Paragraph 3. The Market Risk Technical Committee Paragraph 3. The Market Risk Technical Committee
referred to in item (f) of this Article shall be comprised referred to in item (f) of this Article shall be Moved to the new article 37, paragraph
by Executive Officers and other Companys employees comprised by Executive Officers and other 2.
appointed by the Chief Executive Officer and shall have Companys employees appointed by the Chief
the attribution of making recommendations on the Executive Officer and shall have the attribution of
following matters: (i) analysis of the macroeconomic making recommendations on the following matters:
scenario and related risks to the markets in which the (i) analysis of the macroeconomic scenario and
Company participates; (ii) definition of the criteria and related risks to the markets in which the Company
parameters to calculate margin values; (iii) definition of participates; (ii) definition of the criteria and
the criteria and parameters for the valuation of assets parameters to calculate margin values; (iii)
received as collateral; (iv) fixation of the types and definition of the criteria and parameters for the
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amounts of collateral used in the stock exchanges valuation of assets received as collateral; (iv)
and/or registered in any trade, registration, settlement fixation of the types and amounts of collateral used
or clearing systems under the Company and its in the stock exchanges and/or registered in any
subsidiaries surveillance, to be used, inclusive, for trade, registration, settlement or clearing systems
opened contracts; (v) policy for deposited margin under the Company and its subsidiaries
surveillance; (vi) analysis of the market leverage; (vii) surveillance, to be used, inclusive, for opened
analysis and recommendation of solutions for the contracts; (v) policy for deposited margin
enhancement of the risk management systems; and surveillance; (vi) analysis of the market leverage;
(viii) preparation of any other analysis related to the (vii) analysis and recommendation of solutions for
abovementioned activities. the enhancement of the risk management systems;
and (viii) preparation of any other analysis related
to the abovementioned activities.
Paragraph 4. The Credit Risk Technical Committee Paragraph 4. The Credit Risk Technical Committee
mentioned in item (f) of this Article shall be comprised mentioned in item (f) of this Article shall be Moved to the new article 37, paragraph
by Executive Officers and other Companys employees comprised by Executive Officers and other 3.
appointed by the Chief Executive Officer and shall have Companys employees appointed by the Chief
the responsibility of making recommendations on the Executive Officer and shall have the responsibility
following: (i) define the criteria, limits and parameters of making recommendations on the following: (i)
to control the credit risk of the Access Authorization define the criteria, limits and parameters to control
holders and other participants; (ii) the risk limits the credit risk of the Access Authorization holders
ascribed to the participants of the Companys clearings; and other participants; (ii) the risk limits ascribed to
(iii) follow up and assess, from time to time, of the the participants of the Companys clearings; (iii)
counterpartys risk represented by the Access follow up and assess, from time to time, of the
Authorization holders and other participants; (iv) counterpartys risk represented by the Access
define the criteria and parameters for demanding Authorization holders and other participants; (iv)
additional guarantee from the participants, whenever define the criteria and parameters for demanding
that is the case; and (v) carry out other analysis and additional guarantee from the participants,
resolutions deemed necessary on the matters whenever that is the case; and (v) carry out other
described in the previous items. analysis and resolutions deemed necessary on the
matters described in the previous items.
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Article 36. The Officer who performs the duties of Article 36. The Officer who performs the duties of The individual attributions of the Vice-
Finance Officer has the power to: (i) plan and write Finance Officer has the power to: (i) plan and write Chairs and of the Officers shall be
budgets and work plans and of investments of the budgets and work plans and of investments of the defined by the Board of Directors.
Company, annual or multiannual relating to the Company, annual or multiannual relating to the
activities of the Company; (ii) answer for the control of activities of the Company; (ii) answer for the control
the execution of budgets that are referred to in the of the execution of budgets that are referred to in
previous line; (iii) administer and invest the financial the previous line; (iii) administer and invest the
resources of the Company, and supervise the same financial resources of the Company, and supervise
activities performed by the Companys subsidiaries, the same activities performed by the Companys
and (iv) manage the accounts, financial and fiscal/tax subsidiaries, and (iv) manage the accounts, financial
planning sectors of the Company. and fiscal/tax planning sectors of the Company.
Article 37. The Investor Relations Officer has the power Article 37. The Investor Relations Officer has the The individual attributions of the Vice-
to disclose information to investors, the CVM and the power to disclose information to investors, the Chairs and of the Officers shall be
stock exchange or over-the-counter market where the CVM and the stock exchange or over-the-counter defined by the Board of Directors.
Companys securities will be negotiated, as well as to market where the Companys securities will be In addition, the attributions of the
maintain the registration of the Company in negotiated, as well as to maintain the registration Investor Relations Officers are in general
compliance with applicable CVM rules. of the Company in compliance with applicable CVM
described in the CVM regulation.
rules.
Absent provision. Subsection I Joint Board of Officers Provision on a Collective Executive

Management Board, in line with the
proposal of a new structure for the
Executive Management Board.
Absent provision. Article 36. The Joint Board of Officers is exclusively Define that the Collective Executive
composed of the Companys CEO and the Vice- Management Board is composed by
Presidents. some of the members of the Executive
Management Board.
Article 38. The responsibilities of the Executive Article 37. The responsibilities of the Joint Board of Renumbering.
Page 52 of 111
Management Board include the following: Officers Board include the following: Adjustment to the wording in view of
the new structure proposed for the
Companys Executive Management
Board, according to Section III.
Moved from article 35, letter (b). (a) propose to the Board of Directors the rules and Considering the new structure proposed
composition of the Collective Executive for the Companys governance, include
Management Board and of the Executive the powers of the Collective Executive
Management Board; Management Board to propose to the
Board of Directors the Internal
Regulations of the Collective Executive
Management Board itself and of the
Absent provision. (b) propose to the Nominations and Corporate Considering the new structure proposed
Governance Committee the attributions of the for the Companys governance, include
Executive Officers to be recommended to the the powers of the Collective Executive
Board of Directors. Management Board to propose to the
Nominations and Corporate Governance
Committee the attributions of the
Officers.
(a) authorize the opening or closing and moving of (c) authorize the opening or closing and moving of Renumbering.
branches, agencies, deposits, offices or any other branches, agencies, deposits, offices or any other
establishment of the Company in Brazil or elsewhere; establishment of the Company in Brazil or
elsewhere;
(b) submit annually, for the consideration of the Board (d) submit annually, for the consideration of the Renumbering.
of Directors, the Management Report and the financial Board of Directors, the Management Report and
statements, accompanied by the independent the financial statements, accompanied by the
auditors report, as well as the proposal on allocation independent auditors report, as well as the
of net income for the year; proposal on allocation of net income for the year;
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(c) prepare and propose to the Board of Directors the (e) prepare and propose to the Board of Directors Renumbering.
annual budget, multi-year budgets, strategic plans, the annual budget, multi-year budgets, strategic
expansion plans and investment programs; plans, expansion plans and investment programs;
(d) grant prior authorization for the Company or any (df) grant prior authorization for the Company or [NOTE to the Board of Directors: the
subsidiary to acquire or dispose of movable assets or any subsidiary to acquire or dispose of movable mapping of attributions approved by the
real property assets, to establish possessory lien or assets or real property assets, to establish Board of Directors sets forth that this
non-possessory lien or other encumbrances on these possessory lien or non-possessory lien or other power would be kept with the Executive
assets, or to take out a loan, or agree a financing encumbrances on these assets, or to take out a Management Board/ Collective
arrangement, or give security interest or personal loan, or agree a financing arrangement, or give Executive Management Board. The new
guarantees, for an amount representing liability below security interest or personal guarantees, for an proposal of the DE would be to exclude
the Reference Amount provided in the sole paragraph amount representing liability below the Reference this power from the list of powers of the
of Article 29; Amount provided in the sole paragraph of Article Executive Management Board/Collective
29; Executive Management Board set forth
in the Bylaws, to avoid that any of these
acts, irrespective of their value, must be
subject to a collective decision.]
(e) approve the operating rules relating to the (hg) approve, based on the Regulations approved Renumbering.
Companys Houses and their systems providing by the Board of Directors, the operating rules Relocating the power to approve the
registration, clearing and settlement services; relating to the markets administered by the operating rules of the Board of Directors
Company and by its controlled companies, as well to the Collective Executive Management
as to the Companys Houses and their systems Board, in line with the rebalancing of
providing registration, clearing and settlement attributions of the management bodies.
services;
(f) resolve on the recommendations of the Market Risk (ih) review, at its sole discretion, the decisions and Renumbering.
Technical Committee and the Credit Risk Technical the resolution processes of the Market Risk Adjust the wording of the proposed
Committee, with due regards for the sole paragraph of Technical Committee and the Credit Risk Technical amendment to the provisions relating to
this article; Committee; the powers of the Market Risk Technical
Committee and the Credit Risk Technical
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Committee.
(g) authorize the Company to enter into and/or renew (ji) authorize the Company to enter into and/or Renumbering and adjustment to the
liquidity facility transactions, whether or not renew liquidity facility transactions, whether or not wording.
collateralized, and/or asset monetization schemes with collateralized, and/or asset monetization schemes
the aim of ensuring timely compliance with obligations with the aim of ensuring timely compliance with
of the Company related to its activities as central obligations of the Company related to its activities
counterparty clearing, regardless of the amount as central counterparty clearing, regardless of the
involved in the transaction; and amount involved in the transaction; and
Absent provision. (kj) create committees, working groups and Include, also among the powers of the
assistance bodies, defining their operation, Collective Executive Management Board
composition, roles, attributions and liabilities; and no longer only of the Chair -, the
possibility of creating committees and
working groups to assist the Executive
Management Board to the extent that it
does to refer to exclusive powers of the
Chair.
Absent provision. (lk) resolve, except for the interests resulting from Rebalancing of attributions of the
the Companys financial investment policy and Companys management bodies.
subject to the provisions of Article 3, on the holding
of interest by the Company in other companies, as
well as in charity associations and organizations,
whenever the amounts involve are lower than the
Reference Amount and whenever they do not
represent acquisition of the control of the investee;
Absent provision. (ml) appoint managers of the controlled companies Rebalancing of attributions of the
whenever the amounts of the Companys interest Companys management bodies.
are lower than the Reference Amount, as well as of
the other companies and associations in which the
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Company holds interest, irrespective of the amount
of the interest;
Absent provision. (nm) instruct the vote to be cast by the Company in Rebalancing of attributions of the
the Shareholders Meetings (i) of the controlled Companys management bodies.
companies, in ordinary matters, whenever the
amounts of interest of the Company are lower than
the Reference Amount, and (ii) of the other
companies and associations in which the Company
holds interest for non-strategic matters,
irrespective of their amount;
Moved from article 29, former letter (r); (on) approving the hiring of a registrar to provide Relocation of the powers previously
securities bookkeeping services; attributed to the Board of Directors, in
line with the rebalancing of attributions
of the management bodies.
Moved from article 35, former letter (i). (po) propose to the Board of Directors the Relocation of the powers previously
regulatory rules that shall govern and define the attributed to the Companys Chair, in
operations performed with the securities, line with the rebalancing of attributions
certificates, including ownership certificates and of the management bodies.
respective encumbrances, and contracts admitted
for trading in the systems administered by the
Company or by its subsidiaries and/or listed in any
of their respective trading, registration, clearing
and settlement systems;
Moved from article 35, former letter (q). (qp) determine special procedures for any Renumbering.
operations performed and/or registered in any of Relocation of the powers previously
the negotiation, registration, clearance or attributed to the Companys Chair, in
settlement systems of the Company, as well as to
line with the rebalancing of attributions
establish conditions for their liquidation;
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of the management bodies.
(h) on request of the Chief Executive Officer, decide on (rq) decide on any matters not included within the Renumbering and rebalancing of
any matters not included within the scope of exclusive scope of exclusive authority of the Shareholders attributions of the Companys
authority of the Shareholders Meeting or the Board of Meeting or the Board of Directors, with due regard management bodies.
Directors. for the individual attributions of each member of
the Executive Management Board; and
Absent provision. (sr) decide on any other matter attributed to it by Expressly provide that the Board of
the Board of Directors. Directors may attribute to the Collective
Executive Management Board other
attributions in addition to those set
forth in Article 37.
Sole Paragraph. The Executive Management Board Sole Paragraph. The Executive Management Board Exclusion of the provision, in view of the
shall delegate the duties provided for in item (f) of this shall delegate the duties provided for in item (f) suggested adjustments to the
article to the Market Risk Technical Committee and the of this article to the Market Risk Technical paragraphs that provide on the powers
Credit Risk Technical Committee, as the case may be. Committee and the Credit Risk Technical of the Market Risk and Credit Risk
Committee, as the case may be. Technical Committees.
Moved from former article 35, paragraph 3. Paragraph 1. The Market Risk Technical Relocation of the provision relating to
Committee referred to in item (i) of this Article the attributions of the Market Risk
shall be comprised by Executive Officers and other Technical Committee, considering that
Companys employees appointed by the Joint the Collective Executive Management
Board of OfficersCollective Executive Management Board shall have the power to review
Board and shall have the attribution of resolving the decisions.
on the following matters: (i) analysis of the Adjustments to the wording to allow the
macroeconomic scenario and related risks to the Committee to resolve on the matters
markets in which the Company participates; (ii) described in this paragraph.
definition of the criteria and parameters to
calculate margin values; (iii) definition of the
criteria and parameters for the valuation of assets
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received as collateral; (iv) fixation of the types and
amounts of collateral used in the stock exchanges
and/or registered in any trade, registration,
settlement or clearing systems under the Company
and its subsidiaries surveillance, to be used,
inclusive, for opened contracts; (v) policy for
deposited margin surveillance; (vi) analysis of the
market leverage; (vii) analysis and
recommendation of solutions for the
enhancement of the risk management systems;
and (viii) preparation of any other analysis related
to the abovementioned activities.
Moved from former article 35, paragraph 4. Paragraph 2. The Credit Risk Technical Committee Relocation of the provision relating to
mentioned in item (i) of this Article shall be the attributions of the Credit Risk
comprised by Executive Officers and other Technical Committee, considering that
Companys employees appointed by the Joint the Collective Executive Management
Board of Officers Collective Executive Board shall have the power to review
Management Board and shall have the the decisions.
responsibility of resolving on the following: (i) Adjustments to the wording to allow the
define the criteria, limits and parameters to Committee to resolve on the matters
control the credit risk of the Access Authorization described in this paragraph.
holders and other participants; (ii) the risk limits
ascribed to the participants of the Companys
clearings; (iii) follow up and assess, from time to
time, of the counterpartys risk represented by the
Access Authorization holders and other
participants; (iv) define the criteria and parameters
for demanding additional guarantee from the
participants, whenever that is the case; and (v)
carry out other analysis and resolutions deemed
necessary on the matters described in the previous
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items.
Article 38. The Collegiate Joint Board shall validly Include a rule on the quorums to open
meet with the presence of a majority of its and pass resolutions at the meetings of
members and, subject to the provisions of article 39 the Collegiate Board.
Absent Provision
below, shall pass resolutions by the vote of a
majority of those present; the Chairman shall be
entitled to a casting vote.
Sole Paragraph. The General Counsel of the Expressly provide that the General
Company or his alternate shall participate, without Counsel will participate in the meetings
Absent Provision voting rights, in the meetings of the Collegiate Joint of the Collegiate Board.
Board and be absent therefrom when requested.
Article 39. The decisions listed below shall be made Define the technical issues that can only
at meetings of the Collegiate Joint Board at which be resolved at a meeting of the
Moved from the former article 41. the Vice Presidents who are directly or indirectly in Collegiate Board if the Vice President of
charge of the respective duties, as may be defined the respective technical area is present.
by the Board of Directors, are present:
(a) declaration of default of a participant linked to Same as the justification presented for
any of the Transaction Registration, Clearance and the main provision.
Moved from the former article 41. Settlement Chambers and definition of the
applicable measures, in accordance with the
applicable regulations;
(b) definition of the operating, credit and risk limits Same as the justification presented for
to direct or indirect participants of the Transaction the main provision.
Moved from the former article 41. Registration, Clearance and Settlement Chambers,
whether acting individually or in a group, subject to
the specific procedures of each one of them;
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(c) definition of common procedures for the Same as the justification presented for
Transaction Registration, Clearance and Settlement the main provision.
Moved from the former article 41. Chambers, as well as of procedures for integration
of the latter with trading and integration
environments of risk and guarantee systems; and
(d) definition to the holders of Access Same as the justification presented for
Authorizations or their clients of the partial or total the main provision.
Moved from the former article 41.
settlement of outstanding positions in one or more
markets.
Sole paragraph. The decisions mentioned in this In line with Article 37, Paragraph 1,
article may be delegated to a committee allow the Collegiate Board to delegate
established by the Joint Board for the exercise of the powers set forth in this Article.
Absent Provision
such duties, subject to the participation of the Vice
Presidents and/or Executive Officers of the areas in
charge.
Subsection I - Replacements and Vacancies Subsection II Replacements and Vacancies in the Renumbering.
in the Executive Management Board Executive Management Board
Article 39. The Chief Executive Officer shall be Article 40. The Chief Executive Officer shall be Renumbering.
substituted: (i) in the event of absence or inability for a substituted: (i) in the event of absence or inability
maximum 30-day period, by another Officer appointed for a maximum 30-day period, by another a Vice
by him; (ii) when on leave for over 30 days and less President or Executive Officer appointed by him; (ii) Adjustment to the wording in view of
than 120 days, by the Officer appointed by the Board of when on leave for over 30 days and less than 120 the new proposed structure ofr the
Directors at a meeting called specifically for this days, by the a Vice President or Executive Officer Executive Management Board of the
purpose; and (iii) when on leave for 120 days or more, appointed by the Board of Directors at a meeting Company under this Section III.
or when vacancies fall open, the Board of Directors called specifically for this purpose; and (iii) when on
shall be convened to elect the new Chief Executive leave for 120 days or more, or when vacancies fall
Officer pursuant to the proceedings established in open, the Board of Directors shall be convened to
these Bylaws. elect the new Chief Executive Officer pursuant to
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the proceedings established in these Bylaws.
Article 40. The other Officers shall be substituted: (i) Article 41. The Vice Presidents shall be substituted: Renumbering.
for absence or inability or leave of absence for a period (i) for absence or inability or leave of absence for a
not exceeding 120 days, by an Officer appointed by the period not exceeding 120 days, by another Vice
Chief Executive Officer; and (ii) when the absence if for President or Executive Officer appointed by the Adjustments to the wording in view of
a period of 120 days or more, or there is a vacancy, the PresidentCEO; and (ii) when the absence if for a the new proposed structure of the
Board of Directors shall be convened to elect the new period of 120 days or more, or there is a vacancy, Executive Management Board of the
Officer, under the procedures established in paragraph the Board of Directors shall be convened to elect Company under this Section III.
1 of Article 34. the new Vice President, under the procedures
established in paragraph 1 of Article 34.
Article 42. The Officers shall be substituted: (i) for Inclusion of wording in view of the new
absence or inability or leave of absence for a period proposed structure of the Executive
not exceeding 120 days, by another Vice President Management Board of the Company
or Officer appointed by the President; and (ii) when under this Section III.
Absent provision
the absence is for a period of 120 days or more, or
there is a vacancy, the Board of Directors shall be
convened to elect the new Officer, under the
procedures established in paragraph 1 of Article 34.
Subsection II Meetings of the Executive Management Subsection II Meetings of the Executive
Board Management Board
Article 41. Except as provided in Article 42 below, the Article 41. Except as provided in Article 42 below, The rules of the Collegiate Board, which
meetings of the Executive Management Board shall be the meetings of the Executive Management Board is part of the Executive Management
deemed valid with the presence of at least half plus shall be deemed valid with the presence of at least Board, have already been established in
one of the elected Officers and resolutions shall require half plus one of the elected Officers and resolutions Article 38.
a majority vote of those present. The Chief Executive shall require a majority vote of those present. The
Officer shall cast the deciding vote in case of tie. Chief Executive Officer shall cast the deciding vote
in case of tie.
Article 42. Without prejudice to the specific attributes Article 42. Without prejudice to the specific Moved to the new article 39.
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of the Chief Executive Officer and the other Officers, attributes of the Chief Executive Officer and the
the Officers responsible for the respective areas must other Officers, the Officers responsible for the
be present for decisions: respective areas must be present for decisions:
(a) Declaration of breach by a participant of any of the (a) Declaration of breach by a participant of any of Moved to the new article 39.
Clearing Houses, specifying the relevant measures the Clearing Houses, specifying the relevant
taken in accordance with applicable regulations; measures taken in accordance with applicable
regulations;
(b) Establishment of operating, credit and risk limits for (b) Establishment of operating, credit and risk limits Moved to the new article 39.
Clearing Houses direct or indirect participants, acting for Clearing Houses direct or indirect
individually or as a group, each subject to the specific participants, acting individually or as a group,
procedures; each subject to the specific procedures;
(c) Definition of the clearing houses ordinary (c) Definition of the clearing houses ordinary Moved to the new article 39.
procedures, as well as the procedure for the procedures, as well as the procedure for the
implementation of trade systems and guarantee and implementation of trade systems and
risk systems by them; and guarantee and risk systems by them; and
(d) Remittance of orders regarding the partial or full (d) Remittance of orders regarding the partial or full
settlement of opened positions in one or more markets settlement of opened positions in one or more
held by holders of Access Permits or their clients. markets held by holders of Access Permits or
their clients.
Subsection III - Company Representation
Article 43. Except as otherwise provided in the
paragraphs of this Article, the Company shall be
represented and shall only be deemed bound by an act
or signature:
Absent Provision (a) of the CEO jointly with a Vice President or Adjustments to the wording in view of
Executive Officer; the new proposed structure of the
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Executive Management Board of the
Company under this Section III.
(a) of two Officers; (b) of two Vice Presidents; Renumbering.
Adjustments to the wording in view of

the new proposed structure of the
(b) of any Officer jointly with an attorney-in-fact with (c) of the President CEO or any Vice President or Renumbering.
specific powers; or Executive Officer jointly with an attorney-in-fact
with specific powers; or
Adjustments to the wording in view of
the new proposed structure of the
(c) two attorneys-in-fact with specific powers. (d) of two attorneys-in-fact with specific powers. Renumbering.
Paragraph 1. No acts for which these Bylaws require

prior authorization from the Board of Directors shall be
valid without this approval.
Paragraph 2. The Company may be represented by a Paragraph 2. The Company may be individually Adjustments to the wording in view of
single Officer or attorney-in-fact holding specific represented by the PresidentCEO, a Vice President the new proposed structure of the
powers to: or an attorney-in-fact holding specific powers to: Executive Management Board of the
(a) represent the Company in routine activities

performed outside the Companys principal place of
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business;
(b) represent the Company at Shareholders Meetings

and meetings of the partners at companies in which
the Company holds an interest;
(c) represent the Company in court, except for acts

that entail waiving rights; or
(d) represent the Company in simple administrative

routines, including those related to public agencies,
mixed-capital companies, boards of trade, labor courts,
the National Social Security Institute (Instituto
Nacional do Seguro Social), or INSS, the Employees
Time in Service Guarantee Fund (Fundo de Garantia do
Tempo de Servio), or FGTS, and banks receiving such
payments and other activities of a similar nature.
Paragraph 3. The Board of Directors may authorize Paragraph 3. The Board of Directors may authorize Deletion of the item, given that the
specific acts that shall be binding on the Company specific acts that shall be binding on the Company cases of individual representation are
subject to signature of only one Officer or attorney-in- subject to signature of only one Officer or attorney- already expressly mentioned in article
fact, or furthermore establish authority and jurisdiction in-fact, or furthermore establish authority and 45 (new numbering), paragraph 2.
for a single representative to perform such acts. jurisdiction for a single representative to perform
such acts.
Article 44. Powers of attorney shall always be granted Article 44. Powers of attorney shall always be Exclude the requirement that the
or revoked by two Officers, including the Chief granted or revoked by 2 members of the Joint President signs all powers of attorney
Executive Officer, establishing the powers of the Board, establishing the powers of the attorney-in- issued by the Company, thereby
attorney-in-fact and, except powers of attorney issued fact and, except powers of attorney issued for streamlining its internal processes.
for judicial purposes, these powers shall always be judicial purposes, these powers shall always be
granted for a limited period. granted for a limited period.
Section III - Ancillary Administrative Bodies Section IV - Ancillary Administrative Bodies
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Article 45. The Company shall have the following Article 45. The Company shall have the following
mandatory standing committees to advise the Board of mandatory standing committees to advise the
Directors: Board of Directors:
(a) Audit Committee;
(b) Nominations and Corporate Governance

Committee;
(c) Intermediation Industry Committee;
(d) Pricing and Products Committee;
(e) Compensation Committee; and (e) Compensation Committee;
(f) Finance and Risk Committee. (f) Finance and Risk Committee; and
Absent Provision. (g) Chamber Services Management Committees.
Paragraph 1. The Committees shall likewise perform

their functions with regard to companies in which the
Company has an interest.
Paragraph 2. The Board of Directors may establish

additional committees charged with advising
Management on specific matters of limited scope, for a
limited time period. In this event, the Board will also
appoint the committee members.
Paragraph 3. The Board of Directors shall also regulate

the operation and establish the compensation of the
committee members.
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Subsection I - Audit Committee
Article 46. The Audit Committee is established as a Article 46. The Audit Committee is established as a
standing board advisory committee whose standing board advisory committee whose
membership shall be composed of up to six membership shall be composed of up to six
independent members. No more than two audit independent members. No more than two audit
committee members shall be Independent Directors; committee members shall be Independent
the other members shall be external independent Directors; the other members shall be external
members (External Members) and fulfill the independent members (External Members) and
requirements set forth in paragraph 3 of this Article 46. fulfill the requirements set forth in paragraph 3 of
At least one audit committee member shall be required this Article 46. At least one audit committee
to have recognized experience in corporate accounting. member shall be required to have recognized
experience in corporate accounting.
Paragraph 1. Except as provided under paragraph 2 of

this Article, the Nominations and Corporate
Governance Committee shall recommend candidates
for the Audit Committee, whose members the Board of
Directors shall then appoint for two-year terms,
reelection for successive terms being permitted,
provided the combined terms shall not exceed a
maximum period of 10 years.
Paragraph 2. Where two (2) Independent Directors are

appointed to serve as Audit Committee members, one
shall serve for a one-year term only, reelection not
being permitted.
Paragraph 3. The External Members of the Audit

Committee shall meet the following requirements:
(a) being knowledgeable or well experienced in
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auditing, compliance and controls, accounting and
taxation and other related matters;
(b) holding no position in the Board of Directors or

Executive Management Board of the Company or its
subsidiaries;
(c) holding no interest in Company shares, including no

interest held by a spouse or domestic partner;
(d) holding no controlling or minority interest in, and

not acting as, management member or employee of, a
shareholder of the Company or its subsidiaries;
(e) in the 12-month period preceding their

appointment, not having had ties with: (i) the
Company, its subsidiaries or, as the case may be, its
direct or indirect controlling shareholders or
companies under common (direct or indirect) control;
(ii) any of the directors and officers of the Company
and its subsidiaries or, as the case may be, their direct
or indirect controlling shareholders; (iii) holders of
permits for access to markets the Company operates;
and (iv) a shareholder or Shareholder Group holding an
interest in 10% or more of the issued and outstanding
shares of voting stock of the Company; and
(f) not holding at the time, and in the 5 year period

preceding their appointment not having held, a
position as: (i) officer or employee of the Company, its
subsidiaries and affiliates or, as the case may be, its
direct or indirect controlling shareholders or
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companies under common (direct or indirect) control;
or (ii) member and lead auditor of the audit team in
charge of auditing the financial information of the
Company;
(g) not being a spouse, or lineal or collateral blood

relative to the third degree, or relative by affinity to
the second degree, of any of the persons alluded to in
item (f) above; and
(h) fulfill the requirements set forth in paragraphs 4

and 5 of Article 22 of these Bylaws and those of article
147 of Brazilian Corporate Law*.
Paragraph 4. While in office, committee members may

be replaced in the following circumstances:
(a) death or resignation;
(b) unjustified absence at 3 consecutive or 6

nonconsecutive meetings over a one-year period; or
(c) pursuant to a well-founded decision of the Board of

Directors passed with the affirmative vote of at least
five (5) Directors, a majority of whom must fulfill the
requirements in paragraph 6 of Article 22.
Paragraph 5. If a committee seat should become

vacant, the Board of Directors shall elect a person to
conclude the term of the outgoing member, as
recommended by the Nominations and Corporate
Governance Committee.
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Paragraph 6. After stepping down, regardless of length
of time previously served, a former committee member
may only be reappointed to a committee seat after at
least three (3) years shall have expired from the end of
the relevant term.
Article 47. Without prejudice to the provisions of

Paragraphs 1 and 2 of this article, the Audit Committee
shall report to the Board of Directors. The
responsibilities of the Audit Committee include, among
other things:
(a) making recommendations to the Board of Directors

regarding the retention or replacement of the
independent auditors of the Company, and advising
the Board on retaining the independent auditing firm
to perform non-audit services;
(b) supervising the activities of the independent

auditors to evaluate (i) their objectiveness
(independence standard); (ii) the quality of their
services; and (iii) their suitability vis--vis the
Companys requirements;
(c) supervising the work of the internal auditors of the

Company and its subsidiaries, monitoring the
effectiveness and adequacy of the internal audit
structure, and the quality and integrity of the internal
and independent auditing processes, performing a
yearly assessment of the performance of the chief
internal auditor, and making improvement
recommendations to the Board of Directors, as may be
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necessary;
(d) supervising the financial reporting activities of the

Company and the subsidiaries;
(e) supervising the internal controls activities of the

Company and the subsidiaries;
(f) monitoring the quality and integrity of the quarterly

financial information, and of the annual and interim
financial statements prepared by the Company and its
subsidiaries, making recommendations as may be
necessary;
(g) monitoring the quality and integrity of the internal

control mechanisms of the Company and the
subsidiaries, making recommendations to improve
policies, practices and processes, as may be necessary;
(h) evaluating the effectiveness and adequacy of risk

control and risk management systems, including as
related to legal, tax and labor risks;
(i) advising the Board of Directors, prior to release,

about the annual internal audit report that assesses
the internal controls structure and enterprise risk
management system of the Company;
(j) on request of the Board of Directors, making

recommendations on management proposals to be put
forward to the Shareholders Meeting regarding
changes to the capital stock (share issues), issuance of
debentures or warrants, the capital expenditure
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budgets, dividend distributions, transformation of
corporate type, or merger, consolidation or spin-off
transactions; and
(k) monitoring the quality and integrity of data and

measurements released on the basis of adjusted
financial or other information, which add information
unanticipated in the customary financial reporting
structure;
(l) monitoring and assessing risk exposures incurred by

the Company, for this purpose being permitted to
request detailed information on policies and processes
related to (i) management compensation; (ii) use of
Company assets; and (iii) expenses incurred by the
Company;
(m) working in cooperation with management and the

internal auditors to monitor and assess the internal
audit department of the Company, and the adequacy
of transactions with related parties carried out by the
Company and the related documentation;
(n) advising the Board of Directors on matters the

directors may refer to the committee and any other
matter the latter may consider of importance.
Paragraph 1. The Audit Committee shall prepare an

annual report in summary form which will be released
in conjunction with the annual financial statements,
which report shall contain at least the following
information: (i) the activities performed in the period,
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its findings and recommendations; (ii) an evaluation of
the effectiveness of the internal controls and risk
management systems adopted by the Company; (iii) a
description of recommendations made to management
and evidence of implementation; (iv) an evaluation of
the effectiveness of both internal and independent
audit work; (v) an evaluation of the quality of the
financial reports and the internal audit report regarding
internal controls and risk management processes
prepared for the period; and (vi) any instance denoting
significant disagreement between the committee and
management or the independent auditors relative to
the financial statements of the Company.
Paragraph 2. The Coordinator of the Audit Committee

or, in his absence or inability, another committee
member designated by him, shall meet with the Board
of Directors at least on a quarterly basis to report on
the committee activities. Where necessary or
convenient, the Coordinator or, as the case may be, his
designated substitute, shall invite other committee
members to join him at the meeting with the Board.
Paragraph 3. The Audit Committee shall be assured

proper channels to receive claims of improper practices
within the scope of the activities it oversees, including
confidential, internal or external claims.
Article 48. The Audit Committee shall approve, by a

majority of votes, the proposed Regulation to govern
its own operation, which it shall forwarded for approval
by the Board of Directors.
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Sole paragraph. In performing its functions, the Audit
Committee shall be granted access to any information
it may require. The Audit Committee shall be
functionally autonomous and operate on funds
appropriated in the budget, as approved by the Board
of Directors, so it may carry out or order, or retain
external, independent consultants or specialists to
perform, special evaluations, assessments or
investigations within the realm of the Committees
responsibilities.
Subsection II Nominations and Corporate Governance
Committee
Article 49. The Board of Directors shall establish a Article 49. The Board of Directors shall establish a Adjustment to the wording, given that
standing Nominations and Corporate Governance Nominations and Corporate Governance the committees established in the
Committee, which shall comprise three members, at Committee, which shall comprise three or four Bylaws are already standing
least two of them being independent members. members, at least two of them being independent committees.
members.
Provide for the possibility that the

Committee may also comprise 4
members of the Board of Directors in
case the latter finds appropriate.
Sole paragraph. With the main purpose of preserving
the credibility and legitimacy of Company and its
subsidiaries, the Nominations and Corporate
Governance Committee shall:
(a) Identify, recruit and nominate potential board
members for election by the Shareholders Meeting,
due regard being given to applicable legal
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requirements and requirements of these Bylaws;
(b) Identify, recruit and nominate potential Board
Advisory Committee members for appointment by the
Board of Directors persons, due regard being given to
applicable legal requirements and requirements of
these Bylaws;
(c) identify, recruit and nominate potential
replacements to fill in vacant Corporate Governance
Committee seats, whose term of office shall extend
through to the date of the subsequent Shareholders
Meeting;
(d) Make recommendations to the Board of Directors
about the membership and operations of the Board. In
making recommendations as to candidate directors
that hold positions in other entities, per indent e of
paragraph 4 of Article 22 above, to pay careful
attention to the time availability factor;
(e) Make recommendations to the Board of Directors
about advisory committee or work groups
(commission) membership, in addition to conducting
periodic reviews of the competencies and
qualifications required from Board members, including
as to diversity of expertise and leadership style;
(f) Support the Board Chair in organizing a formal (f) Support the Board Chairman in organizing a Adjustment to the wording.
process of self-evaluation by each director and the formal process of self-evaluation by each director
Chair as individual members, and the Board as a and the Chairman as individual members, and the
collective body, which process is to take place at least Board as a collective body, which process is to take
once every year having regard to the provisions of the place at least once every year having regard to the
Internal Rules of the Board of Directors; provisions of the Internal Rules of the Board of
Directors;
(g) Support the Board of Directors in the process of (g) Support the Board of Directors in the process of Adjustments to the wording in view of
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recruiting and nominating the Chief Executive Officer, recruiting and nominating the Chief Executive the new proposed structure of the
in addition to supporting the latter in recruiting and Officer, in addition to supporting the latter in Executive Management Board of the
nominating the other Executive Officers; recruiting and nominating the other Vice Company under Section III.
Presidents and Executive Officers;
Absent Provision. Include, among the duties of the
(h) Make recommendations to the Board of
Directors, upon a proposal from the CEO of the
Committee, to make recommendations
Company, of the duties of the Vice Presidents and
to the Board of Directors with respect to
Executive Officers that report directly to the CEO,
the duties of the Vice Presidents and
according to the organizational structure of the
Officers that report directly to the
Company;
President.
Absent Provision. (i) Make recommendations to the Corporate Include, among the duties of the
Governance, upon a proposal from the Joint Nominations and Corporate Governance
Board, of the duties of the Executive Officers that Committee, to make recommendations
to the Board of Directors with respect to
report directly to the Vice Presidents;
the duties of the Officers that do not
report directly to the President.
(h) Promote and monitor adoption of best Renumbering.
(j) Promote and monitor adoption of best
recommended corporate governance practices, as well recommended corporate governance practices, as
as monitoring effectiveness of corporate governance well as monitoring effectiveness of corporate
processes, suggesting changes, updates and governance processes, suggesting changes,
improvements, as necessary; updates and improvements, as necessary;
(i) Prepare or update, for approval by the Board of (k) Prepare or update, for approval by the Board of Renumbering.
Directors, the Corporate Governance Guidelines and Directors, the Corporate Governance Guidelines
the governance documents of the Company and the governance documents of the Company
(Regulations, Codes and Policies);
(Regulations, Codes and Policies);
(j) Prepare, for approval by the Board of Directors, the (l) Prepare, for approval by the Board of Directors, Renumbering.
Code of Conduct of the Company, which shall apply to the Code of Conduct of the Company, which shall
directors, executive officers, employees and other apply to directors, executive officers, employees
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collaborators and providers of the Company and its and other collaborators and providers of the
subsidiaries. The Code of Conduct shall be prepared Company and its subsidiaries. The Code of Conduct
based on the following principles and Company values: shall be prepared based on the following principles
ethical conduct, equality of rights, respect for diversity and Company values: ethical conduct, equality of
and accountability; rights, respect for diversity and accountability;
(k) Promote and monitor practices aimed at preserving (m) Promote and monitor practices aimed at Renumbering.
ethical and democratic values, while ensuring preserving ethical and democratic values, while
transparency, visibility and access to markets managed ensuring transparency, visibility and access to
by the Company and its subsidiaries;
markets managed by the Company and its
subsidiaries;
(l) Promote and monitor practices for dissemination (n) Promote and monitor practices for Renumbering.
amongst all Company constituencies of the Company dissemination amongst all Company constituencies
values and principles of protection of human rights, of the Company values and principles of protection
respect for diversity of gender, race and faith, while of human rights, respect for diversity of gender,
promoting citizenship and social inclusion rights; race and faith, while promoting citizenship and
social inclusion rights;
(m) Evaluate and make strategy recommendations that (o) Evaluate and make strategy recommendations Renumbering and adjustment to the
add or maintain value to the institutional image of the that add or maintain value to the institutional wording.
Company; and image of the Company;
Absent provision Reassignment of the duties previously
(p) Use efforts to cause the Company to
assigned to the Compensation
adequately prepare with sufficient advance to the
Committee over to the Nominations and
succession of its executives, particularly of its key
Corporate Governance Committee,
executives, especially the CEO and the Vice
which is the committee that advises the
Presidents; and
Board of Directors with the selection of
potential candidates to the chief
executive positions.
(n) Monitor business from the perspectives of (q) Monitor business from the perspectives of Renumbering.
sustainability and social responsibility, whereas
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supporting the Board in perfecting the Company vision sustainability and social responsibility, whereas
in this regard. supporting the Board in perfecting the Company
vision in this regard.
Subsection III Intermediation Industry Committee
Article 50. The Board of Directors shall establish a Article 50. The Board of Directors shall establish a
Committee of the Intermediation Sector, which shall be Committee of the Intermediation Sector, which
comprised by at least 9 members, from which at least 1 shall be comprised by at least 9 members, from
and at most 2 shall be members of the Board of which at least 1 and at most 2 shall be members of
Directors, whether independent or not, among which the Board of Directors, whether independent or
one shall exercise the duty of Coordinator of the not, among which one shall exercise the duty of
Committee, and up to 7 external members shall be Coordinator of the Committee, and up to 7 external
designated among persons with outstanding members shall be designated among persons with
performance in the intermediation sector or with high outstanding performance in the intermediation
capacity and wide professional experience in matters sector or with high capacity and wide professional
related to such sector. experience in matters related to such sector.
Paragraph One. From the external members, the

following shall be elected to compose the Committee
of the Intermediation Sector: in addition to one
independent member, persons representing at least
intermediary institutions (a) of small, medium and large
size, (b) connected to Brazilian and foreign economic
groups, (c) focused on agribusiness, and (d) focused on
institutional investors.
Paragraph Two. The Committee of the Intermediation

Sector shall be responsible for:
(a) studying the matters under its authority and

preparing proposals to the Companys Board of
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Directors, making available the material necessary for
examination by the Board;
(b) preparing the internal regulations to discipline the

operating rules for its operations and submit it, as well
as the respective amendments thereto, for approval by
the Board of Directors;
(c) discussing and assessing the problems affecting the (c) discussing and assessing the problems affecting Adjustments in line with a proposed
intermediary institutions participating in the markets the intermediary institutions participating in the new corporate name of the Company.
managed by BM&FBOVESPA; and markets managed by BM&FBOVESPAB3; and
(d) proposing to the Board of Directors suggestions of

actions for the purpose of contributing for the
strengthening of such intermediary institutions.
Subsection IV Pricing and Products Committee
Article 51. The Board of Directors shall create a Pricing Article 51. The Board of Directors shall create a
and Products Committee to be comprised of at least 6 Pricing and Products Committee to be comprised of
and at most 9 members, 2 of which shall be at least 6 and at most 9 members, 2 of which shall
Independent Directors, and one shall exercise the be Independent Directors, and one shall exercise
position of Coordinator of the Committee and up to 7 the position of Coordinator of the Committee and
external members shall be designated among persons up to 7 external members shall be designated
(a) with notorious knowledge in treasury products, among persons (a) with notorious knowledge in
credit transactions and funds management and (b) treasury products, credit transactions and funds
representing Brazilian and international financial management and (b) representing Brazilian or
institutions. international financial institutions.
Sole paragraph. The Products and Pricing Committee Paragraph One. The Products and Pricing Renumbering.
shall be responsible for: Committee shall be responsible for:
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(a) following up the plans for investments and
development of stock exchange, over-the-counter and
credit transactions support products in order to
guarantee the compliance of the Business Guideline;
(b) following up the development of the vehicle

financing market, notably regarding the development
of the market share;
(c) following up the measuring and implementation of

the expense synergy transfer policy for over-the-
counter products;
(d) assessing the price structure of Adjustments in line with a proposed

(d) assessing the price structure of BM&FBOVESPA
BM&FBOVESPAB3 comparing them to the prices new corporate name of the Company.
comparing them to the prices practiced by the main
practiced by the main international stock
international stock exchanges;
exchanges;
(e) making pronunciations before the Board of (e) making pronunciations before the Board of Adjustment to the wording in view of
Directors and the Executive Management Board Directors and the Collegiate Joint Board regarding the new proposed structure of the
regarding items a to d above and before the Board items a to d above and before the Board of Executive Management Board of the
of Directors regarding the proposal submitted by the Directors regarding the proposal submitted by the Company under Section III.
President of the Company to change the price of the President CEO of the Company to change the price
products and services listed in Article 35, clause (h), of the products and services listed in Article 35,
items (i), (ii), (iii); and clause (g), items (i), (ii), (iii) and (iv); Reference adjustment.
(f) proposing, at its discretion, to the CEO to For compliance with the terms of the
consider changing the pricing and price structure Concentration Control Agreement
of: (i) traded derivative and over-the-counter entered into with the Brazilian Antitrust
products referenced to: (i.a) registered interest rate Authority (CADE).
in Reais; (i.b) foreign exchange coupon rate from
Reais to US Dollars; (i.c) foreign exchange rate from
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Reais to US Dollars; and (i.d) IBOVESPA; (ii)
registration of bank capital raising products; (iii)
services relating to the financing unit (vehicles
segment and real estate segment), and (iv) any
other product and/or service so demanded by the
Committee;
(g) requesting the CEO to provide studies, opinions, For compliance with the terms of the
technical analyses and information for the purpose Concentration Control Agreement
of changing prices affecting (i) traded derivative and entered into with the Brazilian Antitrust
over-the-counter products referenced to: (i.a) Authority (CADE).
registered interest rate in Reais; (i.b) foreign
exchange coupon rate from Reais to US Dollars; (i.c)
foreign exchange rate from Reais to US Dollars; and
(i.d) IBOVESPA; (ii) registration of bank capital
raising products; (iii) services relating to the
financing unit (vehicles segment and real estate
segment), and (iv) any other product and/or service
so demanded by the Committee; and
(f) assess any proposal to change the Products and (h) assess any proposal to change the Products and Renumbering.
Pricing Committee, notably those relating to the Pricing Committee, notably those relating to the
composition, governance, duties and authorities and composition, governance, duties and authorities
making pronunciations before the Board of Directors and making pronunciations before the Board of
regarding the proposed changes as well as any other Directors regarding the proposed changes as well as
duties established by the Board of Directors in its any other duties established by the Board of
Internal Regulations. Directors in its Internal Regulations.
Subsection V Compensation Committee
standing Compensation Committee which shall be Compensation Committee which shall be composed the committees established in the
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composed of three members of the Board of Directors, of three members of the Board of Directors, two of Bylaws are already standing
two of whom shall be Independent Directors. whom shall be Independent Directors. committees.
Paragraph 1. The Compensation Committee shall be

responsible for:
(a) recommending to the Board of Directors, and

revising annually, the standards and guidelines that
shape the policy, and the policy concerning
compensation of the Companys managers and of the
Committee members and members of other board
advisory groups
(b) annually proposing to the Board of Directors the

compensation of directors and officers of the
Company, for submission to the Shareholders
Meeting;
(c) reviewing and submitting to the Board of Directors (c) reviewing and submitting to the Board of
the goals and targets related to the Chief Executive Directors the goals and targets related to the
Officer compensation plan, as well as evaluating his or Chief Executive Officer compensation plan, as
her performance; well as proposing to the Board of Director the
evaluating results of his or her performance;
(d) reviewing and submitting to the Board the Chief (d) reviewing and submitting to the Board the Adjustments to the wording in view of
Executive Officer proposal on the goals and targets Chief Executive Officer proposal on the goals and the new proposed structure of the
concerning the senior executive compensation plans, targets concerning the senior executive Executive Management Board of the
and assessing the evaluation process implemented by compensation plans, and assessing the evaluation Company under Section III.
the Chief Executive Officer with respect to his or her process implemented by the Chief Executive
subordinates, monitoring implementation of Officer with respect to his or her subordinates,
conclusions and resulting actions; monitoring implementation of conclusions and Adjustment to the wording.
resulting actions; and
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(e) take action as may be necessary for the Company (e) take action as may be necessary for the Moved to the Nominations and
to timely plan and adequately prepare for the Company to timely plan and adequately prepare Corporate Governance Committee.
succession of its executives, in particular for the Chief for the succession of its executives, in particular
Executive Officer and the principal senior executives; for the Chief Executive Officer and the principal
and senior executives; and
(f) take action to ensure the Company adopts a (e) take action to ensure the Company adopts a Renumbering.
competencies and leadership model which is in line competencies and leadership model which is in
with its strategic plan, including with regard to talent line with its strategic plan, including with regard to
attraction, retention and motivation. talent attraction, retention and motivation.
Paragraph 2. The Chief Executive Officer will be invited Paragraph 2. The Chief Executive Officer of the Adjustments to the wording in view of
to participate in Compensation Committee meetings as Company will be invited to participate in the new proposed structure of the
often as may be necessary. Compensation Committee meetings as often as Executive Management Board of the
may be necessary. Company under Section III.
Subsection VI Finance and Risk Committee Renumbering.
standing Finance and Risk Committee composed of at Finance and Risk Committee composed of at least the committees established in the
least four (4) members, from which at least 2 of them four (4) members of the Board of Directors, from Bylaws are already standing
shall be Independent Directors. which at least 2 of them shall be Independent committees.
Directors.
Sole Paragraph. The Finance and Risk Committee shall

be responsible for:
(a) assessing and monitoring exposure to risks inherent

to the different business activities of the Company,
with particular focus on structural and strategic risk
management;
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(b) periodically assessing and making
recommendations to the Board of Directors about
guidelines and strategies related to the management
of risks inherent to the different business activities of
the Company, and propose specific limits, as may be
necessary;
(c) specifically with regard to Central Counterparty

Risk, presenting to the Board of Directors periodic
reports providing combined information regarding
exposures to typical risk factors, the quality of
collateral taken, and the outcomes of cash flow stress
tests;
(d) specifically with regard to Enterprise Risk,

presenting to the Board of Directors periodic reports
providing information on the findings from monitoring
activities concerning enterprise risk related to the
businesses of the Company with potential to adversely
affecting its ability to accomplish the corporate
purposes;
(e) assisting the Board of Directors on their analysis of

macroeconomic conditions and the potential effects
thereof on the financial position of the Company;
(f) monitoring and analyzing liquidity, cash flow, the

indebtedness policy, the capital structure and its
shares buyback programs, as well as the risk factors to
which the Company is exposed; and
(g) making recommendations to the Board of Directors (g) making recommendations to the Board of Reference adjustment.
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about guidelines for the subjects covered by Article 58 Directors about guidelines for the subjects
below, including by assessing proposals regarding covered by Article 58 61 below, including by
allocations to capital reserves. assessing proposals regarding allocations to
capital reserves.
Absent Provision. Subsection VII Chamber Services Management Replicate in the Bylaws of
Committees BM&FBOVESPA the provision for
Chamber Services Management
Committees currently existing in the
Bylaws of CETIP.
Absent Provision. Article 54. The Board of Directors may establish,

based on article 45, paragraph 2, Chamber Services
Management Committees for each payment,
settlement or custody chamber under the Brazilian
Payments System (SPB) with which the Company
may enter into service agreements.
Absent Provision. Paragraph 1. Each Chamber Services Management

Committee shall comprise at least 4 members, 2 of
whom shall be members of the Board of Directors,
of whom 1 shall be an Independent Director, the
CEO, and 1 member appointed by the payment,
settlement or custody chamber for which the
committee was created.
Absent Provision. Paragraph 2. Each Chamber Services Management

Committee shall remain in operation as long as the
service agreement between the Company and the
respective Chamber under the Brazilian Payments
System (SBP) is in force.
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Absent Provision. Article 55. The Chamber Services Management
Committees shall be responsible for:
Absent Provision. (a) monitoring the faithful performance by the

Company of the service agreement entered into
between the Company and the respective
payment, settlement or custody chamber; and
Absent Provision. (b) when applicable, monitoring the proper

operation of the operating systems administered
by the Company solely in connection with the
service agreement entered into between the
Company and the respective payment, settlement
or custody chamber under the Brazilian Payments
System (SBP).
Absent Provision. Article 56. The decisions of the Chamber Services

Management Committees shall be approved by a
majority of their members before being submitted
to the Board of Directors.
CHAPTER V
FISCAL COUNCIL
Article 54. The Company shall have a Fiscal Council, Article 57. The Company shall have a Fiscal Council, Renumbering.
which shall be comprised of three to five members, and which shall be comprised of three to five members,
the same number of alternates, with the powers and and the same number of alternates, with the
authority granted by Brazilian Corporate Law* and powers and authority granted by Brazilian
operating on a non-permanent basis. The Fiscal Council Corporate Law* and operating on a non-permanent
shall only be instated by the Shareholders Meeting, basis. The Fiscal Council shall only be instated by
upon request by shareholders representing the the Shareholders Meeting, upon request by
percentage required by law or CVM regulations. shareholders representing the percentage required
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by law or CVM regulations.
Paragraph 1. Fiscal Council members shall be elected

by the Shareholders Meeting, which approves its
creation. Their term of office shall expire at the time of
the Annual Shareholders Meeting following their
election.
Paragraph 2. If the Company is at any time controlled

by a shareholder or controlling group, as defined in
Article 116 of Brazilian Corporate Law*, Fiscal Council
member elections shall be subject to paragraph 4,
Article 161, of Brazilian Corporate Law*.
Paragraph 3. After the Fiscal Council is instated,

instatement in office shall be registered in a specific
book, signed by the member of the Fiscal Council taking
office, and by previous execution of the Fiscal Council
Member Statement of Consent according to the terms
of the Novo Mercado Listing Rules.
Paragraph 4. Members of the Fiscal Council shall be

replaced by their respective alternates, when absent
they are or prevented from exercising the position. If a
seat on the Fiscal Council falls vacant, the respective
alternate shall take up the position. If no alternate is
available, a Shareholders Meeting shall be convened to
elect a member to conclude the term of office.
Paragraph 5. Members of the Fiscal Council shall

receive compensation to be established by the
Shareholders Meeting, which, for each active member,
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shall be now lower than 10% of the average amount
paid to each Officer, not including benefits,
representation fees and profit-sharing.
CHAPTER VI
FISCAL YEAR, FINANCIAL STATEMENTS AND EARNINGS
Article 55. The financial year shall coincide with the Article 58. The financial year shall coincide with the Renumbering.
calendar year. The financial statements required by law calendar year. The financial statements required by
shall be drawn up at the end of each financial year. law shall be drawn up at the end of each financial
year.
Paragraph 1. Alongside the financial statements for the

year, the Company management bodies shall present
the Annual Shareholders Meeting a proposal on the
intended use of net profits, in accordance with the
rules of these Bylaws and Brazilian Corporate Law*.
Paragraph 2. In addition to the financial statements for

the year, the Company shall also prepare semi-annual
financial statements and produce monthly balance
sheets.
Article 56. Any accumulated losses and the income tax Article 59. Any accumulated losses and the income Renumbering.
provision shall be deducted from the yearly profit tax provision shall be deducted from the yearly
before any allocation to profit sharing payment can be profit before any allocation to profit sharing
made. payment can be made.
Sole paragraph. Provided the deductions referred to in

this Article shall have been made, the Shareholders
Meeting may allocate to profit sharing payment
attributable to management up to 10% of the
remaining net income, whereas giving regard to the
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restrictions foreseen by Brazilian Corporate Law* and
these Bylaws.
Article 57. After the deductions contemplated in the Article 60. After the deductions contemplated in Renumbering.
preceding Article, 5% of the net profit for the year shall the preceding Article, 5% of the net profit for the
be used to establish the Legal Reserve, due regard year shall be used to establish the Legal Reserve,
given to the thresholds established by law. due regard given to the thresholds established by
law.
Paragraph 1. After the allocation to the Legal Reserve,

the net profit for the year, as adjusted for allocations to
contingency reserves or reversals thereof, if any, shall
be allocated in the following order: (i) at least 25% for
distribution of the mandatory dividend to shareholders
(which may be limited to the amount of the realized
net profit for the year, provided the difference shall be
recorded in an unrealized profit reserve); and (ii)
without prejudice to the provision of paragraph 3 of
this Article, all net profit thus remaining shall be
allocated to bylaws reserves for future investments in
the business and also for the special safeguard funds
and other clearing and settlement mechanisms
adopted by the Company to ensure full completion
(clearing and settlement) to transactions carried out on
its trading platforms or registered in its systems.
Paragraph 2. The total allocations to bylaws reserves

contemplated in (ii) of the preceding paragraph shall
not exceed the capital stock amount.
Paragraph 3. Where in any year the Board of Directors Paragraph 3. Where in any year the Board of Adjustment to the wording so that the
deems the total amount allocated to bylaws reserves Directors deems the total amount allocated to Board of Directors may propose to the
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pursuant to paragraph 1 of this Article to be sufficient bylaws reserves pursuant to paragraph 1 of this Shareholders Meeting a reversal of any
to meet the purposes thereof, it may: (i) propose net Article to be sufficient to meet the purposes Reserve amounts.
profit allocations to bylaws reserves at lower amounts thereof, it may: (i) propose net profit allocations to
than otherwise required under in item (ii) of paragraph bylaws reserves at lower amounts than otherwise
1 of this Article; and/or (ii) propose a reversal of required under in item (ii) of paragraph 1 of this
previously reserved funds for the same to be Article; and/or (ii) propose a reversal of previously
distributed as dividends to the shareholders. reserved funds for the same to be distributed as
dividends to the shareholders.
Paragraph 4. Upon giving due regard to the allocations

contemplated in paragraph 1 of this Article, and as
permitted under Article 196 of Brazilian Corporate
Law*, the Shareholders Meeting may decide to retain
a portion of the yearly net profit consistent with the
allocations foreseen in a previously approved capital
expenditure budget.
Paragraph 5. The mandatory dividend set forth in item

(i) of paragraph 1 of this Article may be suspended in
any year in which the Board of Directors reports at the
Annual Shareholders Meeting that the distribution
would be inadvisable given the Companys financial
condition. The Fiscal Council, if active, shall issue an
opinion on the matter, and management, acting within
five days after the Shareholders Meeting, shall file a
reasoned report with the CVM justifying the
recommendation.
Paragraph 6. Any profits retained pursuant to

paragraph 5 of this Article shall be recorded in a special
reserve and, if not absorbed by losses in subsequent
years, shall be paid out as dividends, as soon as the
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Companys financial condition so allows.
Article 58. Upon resolution of the Board of Directors, Article 61. Upon resolution of the Board of Renumbering.
the Company may: Directors, the Company may:
(a) distribute dividends based on profits ascertained in

the semi-annual balance sheets;
(b) prepare balance sheets for periods of shorter than

six months and distribute dividends based on the
profits ascertained therein, provided that total
dividends paid in each semi-annual period of the
financial year do not exceed the capital reserves
mentioned in Article 182, paragraph 1, of Brazilian
Corporate Law*;
(c) distribute intermediate dividends based on retained

earnings account or existing profit reserves in the most
recent annual or semi-annual balance sheets; and
(d) credit or pay to the shareholders, by resolution of

the Board of Directors, interest on shareholders
capital, which shall be ascribed to the value of
dividends to be distributed by the Company, and shall
be an integral part thereof for all legal purposes.
Article 59. Shareholders which not receive or claim Article 62. Shareholders which not receive or claim Renumbering.
dividends within a period of three years counted from dividends within a period of three years counted
the date they were made available for distribution shall from the date they were made available for
lose the rights to receive such dividends, which shall distribution shall lose the rights to receive such
revert to the Company. dividends, which shall revert to the Company.
CHAPTER VII
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SHAREHOLDERS INTEREST MONITORING
Article 60. Without prejudice to the other provisions of Article 63. Without prejudice to the other Renumbering and reference
these Bylaws, the Company, represented by the provisions of these Bylaws, the Company, adjustment.
Investor Relations Officer, shall monitor changes in represented by the Investor Relations Officer, shall Adjustment to the wording.
shareholder ownership interest in order to prevent monitor changes in shareholder ownership interest
and, as the case may be, report on violations of these in order to prevent and, as the case may be, report
Bylaws (as per paragraph 1 of this Article), and present on violations of the obligations set forth in Articles
motion for the Shareholders Meeting to impose 71 69 and 72 70 of these Bylaws (as per paragraph
penalty as provided in Article 73 of these Bylaws. 1 of this Article), and present motion for the
Shareholders Meeting to impose penalty as
provided in Article 76 of these Bylaws.
Paragraph 1. If, at any time, the Investor Relations Paragraph 1. If, at any time, the Investor Relations Adjustments in line with a proposed
Officer identifies a violation of any of the share limit Officer identifies a violation of any of the share limit new corporate name of the Company.
restrictions relating to any shareholder or Shareholder restrictions relating to any shareholder or
Group limits, he or she must, within a maximum period Shareholder Group limits, he or she must, within a
of 30 days, report such circumstances on the Company maximum period of 30 days, report such
website on the Internet and report to: (i) the Chair of circumstances on the Company website on the
the Board of Directors; (ii) the Chief Executive Officer; Internet and report to: (i) the Chairman of the
(iii) the members of the Fiscal Council, if instated; (iv) Board of Directors; (ii) the Chief Executive Officer;
BM&FBOVESPA; and (v) CVM. (iii) the members of the Fiscal Council, if instated;
(iv) BM&FBOVESPAB3; and (v) CVM.
Paragraph 2. The Investor Relations Officer, by his own

discretion or in fulfillment to a request of a regulatory
entity, may require that any shareholder or
Shareholder Group provides information on ones or
the group members direct and indirect ownership
structure, composition of the group, including as the
case may be, controlling block or corporate group
(whether in fact or by law) in which it or each of them
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belongs.
CHAPTER VIII
DISPOSITION OF CONTROL; GOING PRIVATE PROCESS
(CANCELLATION OF PUBLIC COMPANY REGISTRATION);
DELISTING FROM NOVO MERCADO; PROTECTION OF
WIDESPREAD OWNERSHIP
Section I - Disposition of Control
Article 61. A Disposition of Control, whether Article 64. A Disposition of Control, whether Renumbering.
implemented in a single or a series of successive implemented in a single or a series of successive
transactions, must be agreed under a condition transactions, must be agreed under a condition
precedent or dissolving condition that the Acquirer of precedent or dissolving condition that the Acquirer
Control undertakes to conduct a tender offer to of Control undertakes to conduct a tender offer to
purchase the shares of all other shareholders in purchase the shares of all other shareholders in
accordance with the conditions and deadlines accordance with the conditions and deadlines
prescribed by applicable legislation, and in the Novo prescribed by applicable legislation, and in the Novo
Mercado Listing Rules, so as to ensure all shareholders Mercado Listing Rules, so as to ensure all
are extended equal treatment as afforded the Selling shareholders are extended equal treatment as
Controlling Shareholder. afforded the Selling Controlling Shareholder.
Article 62. A tender offer shall likewise be required Article 65. A tender offer shall likewise be required Renumbering and reference
pursuant to Article 61 (i) where warrants or other pursuant to Article 64 (i) where warrants or other adjustment.
securities or instruments convertible into, or securities or instruments convertible into, or
exercisable or exchangeable for shares issued by the exercisable or exchangeable for shares issued by
Company are sold or transferred in any way which the Company are sold or transferred in any way
implies a Disposition of Control; or (ii) where Control which implies a Disposition of Control; or (ii) where
over a Controlling Shareholder is disposed of, in which Control over a Controlling Shareholder is disposed
case the Selling Controlling Shareholder shall be of, in which case the Selling Controlling Shareholder
required to disclose the selling price to BM&FBOVESPA shall be required to disclose the selling price to
and provide verifiable documentary evidence of such BM&FBOVESPAB3 and provide verifiable
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price. documentary evidence of such price.
Article 63. Any person acquiring Control under a Article 66. Any person acquiring Control under a Adjustments in line with a proposed
private transaction entered into with a Controlling private transaction entered into with a Controlling new corporate name of the Company
Shareholder (regardless of the number of shares thus Shareholder (regardless of the number of shares and renumbering.
acquired) shall be required to (i) carry out a tender thus acquired) shall be required to (i) carry out a
offer in the manner prescribed in Article 61, and (ii) tender offer in the manner prescribed in Article
refund selling counterparties from whom it may have 6770, and (ii) refund selling counterparties from
purchased shares in stock market transactions over the whom it may have purchased shares in stock
six months preceding the date of acquisition of Control, market transactions over the six months preceding
the difference between the selling price per share and the date of acquisition of Control, the difference
the tender offer bid price per share, as adjusted for between the selling price per share and the tender
inflation through to the refund date. The aggregate offer bid price per share, as adjusted for inflation
refundable amount shall be allocated amongst the through to the refund date. The aggregate
relevant selling counterparties, in proportion to the refundable amount shall be allocated amongst the
daily net selling positions attributable to each such relevant selling counterparties, in proportion to the
counterparty over the relevant six-month period, and daily net selling positions attributable to each such
BM&FBOVESPA shall implement the refund process in counterparty over the relevant six-month period,
accordance with its own rules. and BM&FBOVESPAB3 shall implement the refund
process in accordance with its own rules.
Article 64. The Company shall refrain from registering Article 67. The Company shall refrain from Renumbering.
any share transfer to an Acquirer of Control or registering any share transfer to an Acquirer of
subsequent holders of Control until such time as the Control or subsequent holders of Control until such
latter two shall have signed the required Deed of time as the latter two shall have signed the
Adherence to the Novo Mercado Listing Rules. required Deed of Adherence to the Novo Mercado
Listing Rules.
Paragraph 1. The Company shall not register any

Shareholders Agreement regulating the exercise of
Control until such time as the parties thereto shall have
signed the Deed of Adherence to the Novo Mercado
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Listing Rules referred to in the main provision of this
Article.
Paragraph 2. Within the six-month period following any

Disposition of Control and the ensuing tender offer
conducted pursuant to Article 61 above, the Acquirer
of Control shall, as the case may be, take appropriate
action to restore the minimum free float mandated by
the Novo Mercado Listing Rules.
Article 65. Where shareholders convening in a Article 68. Where shareholders convening in a Renumbering.
Shareholders Meeting approve: (i) a going private Shareholders Meeting approve: (i) a going private
process (and deregistration as a public company), the process (and deregistration as a public company),
Company or the Controlling Shareholder(s), if any, shall the Company or the Controlling Shareholder(s), if
conduct a tender offer to purchase all other shares, any, shall conduct a tender offer to purchase all
wherein the bid price shall at least equal the Economic other shares, wherein the bid price shall at least
Value per share, as determined pursuant to a valuation equal the Economic Value per share, as determined
report prepared according to paragraphs 1 to 3 of this pursuant to a valuation report prepared according
Article, due regard given to other applicable legal and to paragraphs 1 to 3 of this Article, due regard given
regulatory requirements; or (ii) a delisting from the to other applicable legal and regulatory
Novo Mercado segment either for the shares to trade requirements; or (ii) a delisting from the Novo
on another market or listing segment, or because the Mercado segment either for the shares to trade on
unlisted surviving company in a corporate restructuring another market or listing segment, or because the
process failed to list its shares to trade on the Novo unlisted surviving company in a corporate
Mercado within one hundred and twenty (120) days restructuring process failed to list its shares to trade
after the date of the meeting which first approved the on the Novo Mercado within one hundred and
restructuring process, then the Controlling Shareholder twenty (120) days after the date of the meeting
shall be required to conduct a tender offer for all other which first approved the restructuring process, then
shares at a bid price at least equal to the Economic the Controlling Shareholder shall be required to
Value per share, as determined pursuant to a valuation conduct a tender offer for all other shares at a bid
report prepared according to paragraphs 1 to 3 of this price at least equal to the Economic Value per
Article, and giving regard to applicable legal and share, as determined pursuant to a valuation report
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regulatory requirements. prepared according to paragraphs 1 to 3 of this
Article, and giving regard to applicable legal and
regulatory requirements.
Paragraph 1. Any valuation report required under the

main provision of this Article shall be prepared by a
verifiably experienced, independent, specialist
valuation firm, which is not susceptible to being
influenced by the decisions of the Board or
Management, the Company or the Controlling
Shareholder(s), if any. In addition, the valuation report
shall meet the requirements of paragraph 1 of Article 8
of Brazilian Corporate Law* and include the liability
clause provided under paragraph 6 of that legal
provision.
Paragraph 2. The Shareholders Meeting has exclusive

discretion to select a specialized firm or institution to
determine the Economic Value of the Company from a
list of the three names presented by the Board of
Directors. The decision shall pass by a majority of
affirmative votes cast by shareholders present at the
Shareholders Meeting, disregarding blank votes.
Attendance by holders of record representing at least
20% of all Outstanding Shares shall constitute valid
quorum to convene the Shareholders Meeting on first
call, provided that, on second call, the meeting may be
held with any number of attendee shareholders.
Paragraph 3. The costs of the valuation report shall be

borne in full by the offeror.
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Article 66. Absent a Controlling Shareholder, if Article 69. Absent a Controlling Shareholder, if Renumbering
shareholders convening in a Shareholders Meeting shareholders convening in a Shareholders Meeting
approve a delisting from the Novo Mercado segment approve a delisting from the Novo Mercado
whether for the shares to trade on some other market segment whether for the shares to trade on some and reference adjustment.
or listing segment, or because the unlisted surviving other market or listing segment, or because the
company in a corporate restructuring process has failed unlisted surviving company in a corporate
to have its shares listed to trade on the Novo Mercado restructuring process has failed to have its shares
within the assigned deadline (such as provided in item listed to trade on the Novo Mercado within the
(ii) of the main provision of Article 65 above), then any assigned deadline (such as provided in item (ii) of
such delisting shall be contingent on a tender offer the main provision of Article 68 above), then any
being conducted under the same terms and conditions such delisting shall be contingent on a tender offer
established under Article 65 above. being conducted under the same terms and
conditions established under Article 68 above.
Paragraph 1. The Shareholders Meeting shall in any

event name the shareholder or shareholders in
attendance of the meeting which shall be responsible
for conducting the tender offer, and the designated
party or parties shall be required to commit expressly
to carrying out the tender offer.
Paragraph 2. Where the shareholders meeting

approves a corporate restructuring process but fails to
appoint the shareholder(s) responsible for conducting a
tender offer if the unlisted surviving company fails to
arrange the listing on the Novo Mercado segment, then
the obligation to conduct a tender offer shall lie with all
the shareholders that voted for the corporate
restructuring process.
Article 67. A delisting from the Novo Mercado segment Article 70. A delisting from the Novo Mercado Renumbering
triggered by noncompliance with the Listing Rules, shall segment triggered by noncompliance with the
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require a tender offer to be conducted for all shares at Listing Rules, shall require a tender offer to be
a bid price at least equivalent to the Economic Value conducted for all shares at a bid price at least and reference adjustment.
per share, as determined pursuant to a valuation equivalent to the Economic Value per share, as
report prepared according to Article 65 and paragraphs determined pursuant to a valuation report
of these Bylaws and other applicable legal and prepared according to Article 68 and paragraphs of
regulatory rules. these Bylaws and other applicable legal and
regulatory rules.
Paragraph 1. In the event contemplated in the main

provision of this Article, the Controlling Shareholder (if
any) shall bear the responsibility for conducting the
tender offer.
Paragraph 2. Where the event of noncompliance with

the Novo Mercado Listing Rules is triggered by action
taken at a Shareholders Meeting, absent a Controlling
Shareholder to conduct the tender offer, the obligation
shall lie with the shareholders that voted for the
motion leading to noncompliance with the Listing
Rules.
Paragraph 3. Where the event of noncompliance with

Novo Mercado Listing Rules (set forth in the main
provision) is triggered by action taken by Management,
i.e., an act or fact of Management, then the Directors
and Officers shall be required promptly to call a
Shareholders Meeting (pursuant to Article 123 of
Brazilian Corporate Law*) for the shareholders to
resolve on action required to be taken to remedy the
event of noncompliance with the Listing Rules or,
otherwise, decide for a delisting from the Novo
Mercado..
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Paragraph 4. Where a Shareholders Meeting called
pursuant to paragraph 3 above decides for delisting
from the Novo Mercado segment, it shall also be
required to name one or more attending shareholders
to conduct the tender offer, and the latter shall be
required to commit expressly to carrying out the
tender offer.
Article 68. It shall be permitted for a single tender offer Article 71. It shall be permitted for a single tender Renumbering.
to be registered with a view to accomplishing more offer to be registered with a view to accomplishing
than one of the objectives set forth under this more than one of the objectives set forth under this
CHAPTER, the Novo Mercado Listing Rules, Brazilian CHAPTER, the Novo Mercado Listing Rules, Brazilian
Corporate Law* and the CVM regulations, provided it Corporate Law* and the CVM regulations, provided
must be possible to harmonize the different offer it must be possible to harmonize the different offer
methods, and provided, further, the procedure shall methods, and provided, further, the procedure shall
not be detrimental to the addressees of the offer and not be detrimental to the addressees of the offer
the CVM shall have consented to such tender offer. and the CVM shall have consented to such tender
offer.
Article 69. Where these bylaws, the Novo Mercado Article 72. Where these bylaws, the Novo Mercado Renumbering.
Listing Rules, Brazilian Corporate Law or the CVM Listing Rules, Brazilian Corporate Law or the CVM
regulations require a tender offer to be carried out by regulations require a tender offer to be carried out
the Company or by one or some of the shareholders, by the Company or by one or some of the
the obligation may be discharged by any willing shareholders, the obligation may be discharged by
shareholder or third party. However, the Company or any willing shareholder or third party. However, the
the shareholder(s) charged with conducting the tender Company or the shareholder(s) charged with
offer shall not be released from the obligation until conducting the tender offer shall not be released
such time as the offer completes in accordance with from the obligation until such time as the offer
applicable rules. completes in accordance with applicable rules.
Section II - Protection of Widespread Ownership
Page 98 of 111
Article 70. Any shareholder or Shareholder Group Article 73. Any shareholder or Shareholder Group Adjustments in line with a proposed
(Acquiring Shareholder) intending to acquire: (a) (Acquiring Shareholder) intending to acquire: (a) new corporate name of the Company
direct or indirect ownership interest in 15% or more of direct or indirect ownership interest in 15% or more and renumbering.
the shares then issued and outstanding; or (b) other of the shares then issued and outstanding; or (b)
shareholder rights (including rights as usufruct holder) other shareholder rights (including rights as
giving the holder a 15% voting interest in the shares usufruct holder) giving the holder a 15% voting
then issued and outstanding, shall be required to interest in the shares then issued and outstanding,
obtain prior consent from the CVM in the manner shall be required to obtain prior consent from the
established under the CVM rules, while giving due CVM in the manner established under the CVM
regard to the Novo Mercado Listing Rules, other rules, while giving due regard to the Novo Mercado
BM&FBOVESPA rules and the provisions under this Listing Rules, other BM&FBOVESPAB3 rules and the
Chapter. provisions under this Chapter.
Sole paragraph. Upon delivering the application to the Sole paragraph. Upon delivering the application to Adjustment to the wording to delete the
CVM, the Acquiring Shareholder shall on the same date the CVM, the Acquiring Shareholder shall on the reference to a specific regulation.
forward a copy to the Investor Relations Officer. same date forward a copy to the Investor Relations
Pursuant to CVM Ruling No. 358/2002, the Investor Officer. Pursuant to the CVM regulations, the
Relations Officer shall thereafter promptly release Investor Relations Officer shall thereafter promptly
notice to the market disclosing the application. release notice to the market disclosing the
application.
Article 71. Where an Acquiring Shareholder (a) Article 74. Where an Acquiring Shareholder (a) Renumbering.
accumulates direct or indirect ownership interest in no accumulates direct or indirect ownership interest in
less than 30% of the Company shares then issued and no less than 30% of the Company shares then
outstanding; or (b) purchases other shareholder rights issued and outstanding; or (b) purchases other
(including as usufruct holder) representing a voting shareholder rights (including as usufruct holder)
interest in over 30% of the shares then issued and representing a voting interest in over 30% of the
outstanding, such Acquiring Shareholder shall be shares then issued and outstanding, such Acquiring
required (within 30 days after obtaining authorization Shareholder shall be required (within 30 days after
from the CVM) to initiate or register a tender offer for obtaining authorization from the CVM) to initiate or
all other shares of the Company, whereas having register a tender offer for all other shares of the
Page 99 of 111
regard to the provisions of Brazilian Corporate Law*, Company, whereas having regard to the provisions
the CVM rules, the rules of exchanges where the shares of Brazilian Corporate Law*, the CVM rules, the
are admitted for trading, and the rules set forth in rules of exchanges where the shares are admitted
these Bylaws. for trading, and the rules set forth in these Bylaws.
Sole paragraph. The Acquiring Shareholder must meet

the CVM requirements and requests within the
deadlines established under applicable regulations.
Article 72. The bid price per share in the tender offer Article 75. The bid price per share in the tender Renumbering.
(Bid Price) triggered by accumulation of material offer (Bid Price) triggered by accumulation of
ownership interest shall at least equal the highest material ownership interest shall at least equal the
market price per share paid by the Acquiring highest market price per share paid by the
Shareholder in the six-month period preceding the date Acquiring Shareholder in the six-month period
when the material interest threshold (set under Article preceding the date when the material interest
71) was hit, as adjusted to account for corporate threshold (set under Article 7374) was hit, as
actions such as distributions of dividends or interest on adjusted to account for corporate actions such as
shareholders equity, stock splits, reverse splits and distributions of dividends or interest on
bonus issues, but not for corporate actions related to shareholders equity, stock splits, reverse splits and
corporate restructuring processes. bonus issues, but not for corporate actions related
to corporate restructuring processes.
Paragraph 1. The tender offer shall meet the

requirements set forth below, and any other
requirements contemplated under CVM Ruling No.
361/02, as amended or substituted from time to time.
(a) it shall be open to all shareholders;
(b) it shall be carried out in an auction held at the (b) it shall be carried out in an auction held at the Adjustments in line with a proposed
premises of the stock exchange operated by premises of the stock exchange operated by new corporate name of the Company.
BM&FBOVESPA; BM&FBOVESPAB3;
Page 100 of 111

(c) it shall extend fair and equitable treatment to all
shareholders, provide adequate information regarding
the Company and the bidder, and every other element
required for shareholders to make an independent and
informed decision on whether to tender their shares;
(d) it shall be irrevocable and irreversible upon

publication of the tender offer announcement, per
CVM Ruling No. 361/02;
(e) it shall offer a bid price set in accordance with the

main provision of this Article for settlement in cash, in
Brazilian currency; and
(f) it shall attach a report of the valuation of the

Company, which shall have been prepared according
to the main provision of this Article.
Paragraph 2. The tender offer requirement set forth in Paragraph 2. The tender offer requirement set Reference adjustment.
the main provision of Article 71 shall not preclude forth in the main provision of Article 74 shall not
other shareholders, or even the Company, if it is the preclude other shareholders, or even the Company,
case, from conducting their own concurrent tender if it is the case, from conducting their own
offers, as permitted by applicable regulations. concurrent tender offers, as permitted by
applicable regulations.
Paragraph 3. Meeting the requirements set forth under Paragraph 3. Meeting the requirements set forth Reference adjustment.
Article 254-A of Brazilian Corporate Law* and Article 61 under Article 254-A of Brazilian Corporate Law* and
of these Bylaws shall not exempt the Acquiring Article 64 of these Bylaws shall not exempt the
Shareholder from fulfilling the requirements set forth Acquiring Shareholder from fulfilling the
in this Article. requirements set forth in this Article.
Paragraph 4. The tender offer requirement established Paragraph 4. The tender offer requirement Reference adjustment.
Page 101 of 111
in Article 71 shall not apply in the event a person established in Article 74 shall not apply in the event
becomes the holder of a material interest in 30% or a person becomes the holder of a material interest
more of the issued and outstanding shares as a result in 30% or more of the issued and outstanding
of any of the following: shares as a result of any of the following:
(a) Subscription for shares in a single primary offering (a) Subscription for shares in a single primary
of shares issued pursuant to a decision taken at a offering of shares issued pursuant to a decision
Shareholders Meeting called by the Board of taken at a Shareholders Meeting called by the
Directors, where the issue price is determined on the Board of Directors, where the issue price is
basis of the Economic Value determined pursuant to a determined on the basis of the Economic Value
valuation report prepared by a specialist firm determined pursuant to a valuation report
according to the requirements in the paragraphs of prepared by a specialist firm according to the
Article 65; or requirements in the paragraphs of Article 68; or
(b) A tender offer conducted for the acquisition of the

totality of the Companys shares.
Paragraph 5. Following the published announcement of

any tender offer (or exchange offer) made in response
to the provisions of these Bylaws, including as to Bid
Price, or in accordance with applicable regulations, for
settlement in cash or in exchange for shares of another
public company, the Board of Directors shall within 10
days consider the tender or exchange offer based on
the following guidelines:
(a) the Board of Directors may retain a specialist firm (a) the Board of Directors may retain a specialist Reference adjustment and adjustment
that meets the requirements set forth in paragraph 1 firm that meets the requirements set forth in to the wording.
of Article 65, to assess the timing and convenience of paragraph 1 of Article 68 to assess the timing and
the offer and, as the case may be, the liquidity of the convenience of the offer and, as the case may be,
shares in the exchange offer, and whether the offer the liquidity of the shares in the exchange offer,
suits the interests of shareholders and the industry in and whether the offer suits the interests of
Page 102 of 111

which the Company and its subsidiaries operate; shareholders and the industry in which the
Company operates;
(b) the Board of Directors shall be responsible for

releasing a reasoned opinion concerning the offer, in
accordance with item (v) of Article 29 of these Bylaws.
(c) in the event the Directors, acting on their fiduciary (c) in the event the Directors, acting on their Adjustment to the wording.
duties, take the position that adhering to the offer is in fiduciary duties, take the position that adhering to
the best interest of a majority of the shareholders and the offer is in the best interest of a majority of the
the domestic capital markets, which is the economic shareholders and the domestic capital markets,
segment in which the Company and subsidiaries which is the economic segment in which the
operate, the Board shall call an Extraordinary Company operates, the Board shall call an
Shareholders Meeting to be held within 20 days to Extraordinary Shareholders Meeting to be held
consider eliminating the voting cap established in within 20 days to consider eliminating the voting
Article 7, provided however this shall be contingent on cap established in Article 7, provided however this
the bidder (and, for purposes of these Bylaws, shall be contingent on the bidder (and, for
Acquiring Shareholder) completing the offer and purposes of these Bylaws, Acquiring Shareholder)
becoming the owner and holder of a minimum of two- completing the offer and becoming the owner and
thirds (2/3) of the issued and outstanding shares, not holder of a minimum of two-thirds (2/3) of the
including treasury stock. issued and outstanding shares, not including
treasury stock;
(d) as an exception, the voting cap established in

Article 7 shall not prevail for the decision to be taken
at the Extraordinary Shareholders Meeting
contemplated in item (c) above, but solely it the
meeting shall have been called on the initiative of the
Board of Directors;
(e) the offer shall be made on an irrevocable and

irreversible basis. Where the offer is carried out on a
Page 103 of 111

voluntary basis, it may be subject to minimum tender
condition requiring shareholders tendering at least an
aggregate of 2/3 of the outstanding shares, as
provided in item (c) above in this paragraph 5, and
condition also that the shareholders shall have
approved the elimination of the voting cap established
in Article 7 of these Bylaws.
Paragraph 6. Without prejudice to the provision of Paragraph 6. Without prejudice to the provision of Reference adjustment.
paragraph 3 above, the calculation of a 30% interest in paragraph 3 above, the calculation of a 30% interest
the issued and outstanding shares of the Company (as in the issued and outstanding shares of the
provided in the main provision of Article 71 shall not Company (as provided in the main provision of
include involuntary increments resulting from Article 74) shall not include involuntary increments
cancellation of treasury shares, or share redemption or resulting from cancellation of treasury shares, or
a reduction in the capital stock amount resulting in share redemption or a reduction in the capital stock
cancellation of a proportionate number of shares. amount resulting in cancellation of a proportionate
number of shares.
Article 73. If the Acquiring Shareholder fails to comply Article 76. If the Acquiring Shareholder fails to Reference adjustment.
with the obligations foreseen in this Chapter, including comply with the obligations foreseen in this
compliance with the deadlines for (i) initiating or Chapter, including compliance with the deadlines
applying to register a tender offer; or (ii) responding to for (i) initiating or applying to register a tender
CVM demands or requests, the Board of Directors shall offer; or (ii) responding to CVM demands or
call an Extraordinary Shareholders Meeting to consider requests, the Board of Directors shall call an
suspending the rights of the Acquiring Shareholders, Extraordinary Shareholders Meeting to consider
pursuant to Article 120 of Brazilian Corporate Law*, at suspending the rights of the Acquiring
which meeting the Acquiring Shareholder shall not be Shareholders, pursuant to Article 120 of Brazilian
entitled to vote. Corporate Law*, at which meeting the Acquiring
Shareholder shall not be entitled to vote.
Article 74. Where a tender offer required under the Article 77. Where a tender offer required under the Renumbering.
provisions of these Bylaws is materially detrimental to provisions of these Bylaws is materially detrimental
Page 104 of 111
the rights of shareholders, the Novo Mercado Listing to the rights of shareholders, the Novo Mercado
Rules shall prevail over the provisions of these Bylaws. Listing Rules shall prevail over the provisions of
these Bylaws.
CHAPTER IX
DEFINITIONS
Article 75. For purposes of these Bylaws, the Article 78. For purposes of these Bylaws, the Renumbering.
capitalized terms below shall have the following capitalized terms below shall have the following
meanings: meanings:
(a) Acquiring Shareholder means any person

(including, for example, any natural or legal person,
mutual or investment fund, open or closed- end
condominium, securities portfolio, universality of
rights or other form of organization, resident,
domiciled or based in Brazil or elsewhere), including a
Shareholder Group, or group of persons bound under a
voting agreement with the Acquiring Shareholder,
and/or sharing similar interests with the Acquiring
Shareholder, where any such person subscribes for, or
acquires shares issued by the Company. Examples of
persons sharing similar interests with the Acquiring
Shareholder include any person (i) controlled or
managed by an Acquiring Shareholder; (ii) controlling
and managing the Acquiring Shareholder in any way;
(iii) controlled or managed by any person that directly
or indirectly controls or manages the Acquiring
Shareholder; (iv) in which the controlling shareholder
of the Acquiring Shareholder directly or indirectly
holds ownership interest in at least 30% of the
outstanding shares; (v) in which the Acquiring
Page 105 of 111
Shareholder has a direct or indirect interest in at least
30% of the outstanding shares; or (vi) which directly or
indirectly holds an interest in at least 30% of the
outstanding shares of the Acquiring Shareholder;
(b) Shareholder Group means a group of persons: (i)

bound by oral or written agreement or contract of any
nature, including Shareholder Agreements, directly or
through subsidiaries, controlling companies or
companies under common control; or (ii) between
which there is a control relationship; or (iii) under
common control; or (iv) representing common
interests. Examples of persons representing a common
interest include: (v) the direct or indirect owner of a
shareholding representing 15% or more of the capital
stock of another entity; and (vi) two persons with a
common third-party investor directly or indirectly
holding shares equivalent to 15% or more of the
capital stock of each of these two persons. Any joint
ventures, funds for investment clubs, foundations,
associations, trusts, tenancies in common,
cooperatives, securities portfolios, universality is of
rights or any other manner of organization or venture,
established in Brazil or abroad, shall be considered part
of a single Shareholder Group, whenever two or more
of these entities are: (vii) managed or administered by
the same legal entity or parties related to a single legal
entities; or (viii) when the majority of their
management is common to both entities, however for
investment funds with the same manager, only those
for which the manager is responsible for any decision
on votes cast at Shareholders Meetings, at its
Page 106 of 111
discretion, shall be considered members of the
Shareholder Group, subject to the respective
regulations.
(c) Independent Director means a Director that

meets the independence standards set forth in
Paragraphs 6 and 7 of Article 22 of these Bylaws.
(d) Institutional Investor means any investor that (i)

under CVM rules qualify as qualified buyer; and (ii)
those that are required by law or regulation or the
bylaws (whether or not exclusively) to invest
proprietary resources in securities issued by public
companies.
Sole paragraph. Capitalized terms used herein which

are not defined in these Bylaws have the meaning
ascribed to them under the Novo Mercado Listing
Rules.
CHAPTER X
LIQUIDATION
Article 76. The Company shall be dissolved and enter Article 79. The Company shall be dissolved and Renumbering.
liquidation in the events prescribed by law. It shall be enter liquidation in the events prescribed by law. It
incumbent on shareholders convening in a shall be incumbent on shareholders convening in a
Shareholders Meeting to establish the liquidation Shareholders Meeting to establish the liquidation
method and elect the liquidator or liquidators and the method and elect the liquidator or liquidators and
Fiscal Council, if so requested by shareholders the Fiscal Council, if so requested by shareholders
individually or jointly representing proportionate individually or jointly representing proportionate
interest in the shares as prescribed by law or the CVM interest in the shares as prescribed by law or the
rules, including as to applicable formalities, and to CVM rules, including as to applicable formalities,
Page 107 of 111

determine their responsibilities and set their and to determine their responsibilities and set their
compensation. compensation.
CHAPTER XI
SELF-REGULATION
Article 77. Without prejudice to the responsibilities of Article 80. Without prejudice to the responsibilities Renumbering.
the Chief Executive Officer, as established under of the Chief Executive Officer, as established under
applicable regulations, the activities entailing applicable regulations, the activities entailing
surveillance and oversight of (i) transactions carried out surveillance and oversight of (i) transactions carried Adjustments to the wording in view of
in markets managed and operated by BM&FBOVESPA out in markets managed and operated by the new proposed structure of the
and its subsidiaries, (ii) the activities of market BM&FBOVESPA and its subsidiaries, (ii) the Executive Management Board of the
participants holding permits for access to these activities of market participants holding permits for Company under Section III.
markets; and (iii) the market organization and oversight access to these markets; and (iii) the market
activities performed by the Company and its organization and oversight activities performed by
subsidiaries shall be incumbent on a subsidiary of the the Company and its subsidiaries shall be
Company organized for this special purpose. incumbent on a subsidiary of the Company
organized for this special purpose.
CHAPTER XII
ARBITRATION
Article 78. The Company, the shareholders, the Article 81. The Company, the shareholders, the Adjustments in line with a proposed
directors and officers and the fiscal council members directors and officers and the fiscal council new corporate name of the Company
(when the Fiscal Council is active) are required to members (when the Fiscal Council is active) are and renumbering.
commit to settle by arbitration any and all disputes required to commit to settle by arbitration any and
involving any of them, related to, or arising from the all disputes involving any of them, related to, or
application, validity, effectiveness, interpretation, arising from the application, validity, effectiveness,
violation and effects of violation of the provisions of interpretation, violation and effects of violation of
these Bylaws, the Brazilian Corporate Law*, the rules the provisions of these Bylaws, the Brazilian
and regulations of the Brazilian National Monetary Corporate Law*, the rules and regulations of the
Council, the Central Bank of Brazil and the Brazilian Brazilian National Monetary Council, the Central
Page 108 of 111

Securities Commission, the Novo Mercado Listing and Bank of Brazil and the Brazilian Securities
Sanctions Regulations, the Novo Mercado Listing Commission, the Novo Mercado Listing and
Agreement, and the Arbitration Regulation adopted by Sanctions Regulations, the Novo Mercado Listing
the Market Arbitration Chamber, as well as other rules Agreement, and the Arbitration Regulation adopted
and regulations applicable to the Brazilian capital by the Market Arbitration Chamber, as well as other
markets. Any arbitration proceedings will be conducted rules and regulations applicable to the Brazilian
by the Market Arbitration Chamber (established by capital markets. Any arbitration proceedings will be
BM&FBOVESPA) under its adopted Arbitration conducted by the Market Arbitration Chamber
Regulation. (established by BM&FBOVESPAB3) under its
adopted Arbitration Regulation.
CHAPTER XIII
GENERAL PROVISIONS
Article 79. The Company shall observe the terms and Article 82. The Company shall observe the terms Renumbering.
conditions of the Shareholders Agreements filed at the and conditions of the Shareholders Agreements
Companys headquarters which do not conflict with the filed at the Companys headquarters which do not
provisions of these Bylaws. Management shall not conflict with the provisions of these Bylaws.
register share transfers or transfers of other securities Management shall not register share transfers or
that fail to comply with the terms of Shareholder transfers of other securities that fail to comply with
Agreements and the President of the Shareholders the terms of Shareholder Agreements and the
Meetings shall not include votes cast that breach terms President chair of the Shareholders Meetings shall
of such agreements, under item (k) Article 29. not include votes cast that breach terms of such
agreements, under item (k) Article 29.
Article 80. The Company shall indemnify and hold Article 83. The Company shall indemnify and hold Renumbering.
harmless its Managers and other employees exercising harmless its Managers, external members of the Clarify the scope of the indemnification
management position or duties in the Company (jointly Audit Committee established under Article 46 and
set forth in this article.
or individually Beneficiaries) in case of any damage or other employees exercising management position
loss actually suffered by the Beneficiaries as a result of or duties in the Company or its subsidiaries, as well
the regular exercise of their duties in the Company. as any employees or non-employees appointed by
the Company to exercise governance or non-
Page 109 of 111
governance positions in any entities in which the
Company holds an interest as a shareholder,
member or sponsor (jointly or individually
Beneficiaries) in case of any damage or loss
actually suffered by the Beneficiaries as a result of
the exercise of their duties in the Company.
Paragraph One. In case any of the Beneficiaries are
sentenced by a final and unappealable judgment in
view of negligence or misconduct, they shall reimburse
the Company of all costs and expenses incurred with
legal assistance under the terms of the laws in effect.
Paragraph Two. The conditions and the limits of
indemnification subject to this article shall be
determined in a written document to be implemented
by the Nominations and Corporate Governance
Committee of the Board of Directors, without
prejudice to taking out a specific insurance for
coverage of management risks.
Article 81. The Company shall issue all notices, Article 84. The Company shall issue all notices, Renumbering.
information, financial statements and periodical information, financial statements and periodical
information published or filed with the CVM by e-mail information published or filed with the CVM by e-
to all shareholders registering for this information in mail to all shareholders registering for this
writing, for a period not exceeding two years and information in writing, for a period not exceeding
indicating their e-mail address; this communication two years and indicating their e-mail address; this
shall not the supersede legally-required publications communication shall not the supersede legally-
and shall be subject to express shareholder waiver of required publications and shall be subject to
any Company liability for transmission errors or express shareholder waiver of any Company liability
omissions. for transmission errors or omissions.
Article 82. The Company may not make any donation, Article 85. The Company may not make any Renumbering.
in kind or in assets, to any political parties, election donation, in kind or in assets, to any political
Page 110 of 111
campaigns, candidates and similar committees, parties, election campaigns, candidates and similar
whether directly or indirectly. committees, whether directly or indirectly.
Article 83. Where these Bylaws are silent on an issue, Article 86. Where these Bylaws are silent on an Renumbering.
the matter shall be resolved at a Shareholders issue, the matter shall be resolved at a
Meeting, provided due regard shall be given to the Shareholders Meeting, provided due regard shall
Novo Mercado Listing Rules and the provisions of be given to the Novo Mercado Listing Rules and the
Brazilian Corporate Law. provisions of Brazilian Corporate Law.
CHAPTER XIII
TEMPORARY PROVISION
Article 84. The maximum number of 13 members of Article 87. After the date in which theof approval of Renumbering.
the Baord of Directors referred to in Article 22 shall be the business combination with CETIP is effective by
in force for a period of up to two (2) years following the all the relevant regulators, the maximum number of
date of election of the 12th and 13th members of such members of the BaordBoard of Directors referred Adjustment to the wording in line with
body, limited to the expiration of the term of office to in Article 22 shall be increased to 1314, which the proposed adjustment to Article 22
then in force. shall be in force for a period of up to two (2) years above.
following the start of the term of office of such
members, limited, however, to the expiration of the
term of office of the Board of Directors then in
force.
Page 111 of 111

pgi/pas/150242.doc
03/23/17
Page 112 of 111

Exhibit II
Restated Bylaws
BYLAWS OF B3 S.A. BRASIL, BOLSA, BALCO
CHAPTER I
NAME, HEADQUARTERS, VENUE, PURPOSE AND DURATION
Article 1. B3 S.A. Brasil, Bolsa, Balco (Company) is a corporation governed by these Bylaws and
by applicable law and regulations.
Paragraph 1. The shares of B3, have been listed to trade on the Stock Exchange special listing
segment named Novo Mercado. Accordingly, the Company, the shareholders, the Directors and
Officers and the Fiscal Council members (if the council is active) are bound by the Novo Mercado
Listing Rules (Novo Mercado Listing Rules)
Paragraph 2. The Company and its directors, officers and shareholders shall observe the Issuer
Registration and Securities Listing Rules adopted by the Company, including the rules that apply to
trading halts, suspensions of trading and exclusion from trading declared in relation to securities
admitted for trading on organized markets operated by B3.
Article 2. The Company has registered office and jurisdiction in the city of So Paulo, state of So
Paulo. Upon a decision of the Joint Board of Officers, the Company may open and close branches,
offices or other establishments and facilities anywhere in Brazil or abroad.
Article 3. The Companys corporate purpose is to conduct or hold shares in the capital of companies
undertaking the following activities:
I Surveillance of exchange markets for the organization, development and maintenance of free and
open markets for the trading of all types of securities, titles or contracts that have as references or are
backed to spot or future indexes, indicators, rates, merchandise, currencies, energies, transportation,
commodities and other assets or rights directly or indirectly related to them, in terms of cash or future
settlement;
II Maintenance of systems for the trade and auction and special operations of securities, derivatives,
rights and titles in the organized exchange market or in the over-the-counter market;
III Rendering of registration, clearing and physical and financial settlement services, through an
internal body or a company specially incorporated for this purpose, as main and guarantor
counterparty for the final clearance or not, according to the law in effect and Companys regulations:
Page 1 of 111
(a) of the transactions carried out and/or registered in any of the systems listed in items I and II
above; or
(b) of the transactions carried out and/or registered with other exchanges, markets or trading systems,
IV Rendering of services of centralized depositary and fungible and non-fungible custody of

commodities, securities and any other physical and financial assets;
V Rendering of customization, classification, analysis, quotation, preparation of statistics, training

of personnel, preparation of studies, publications, information, library and software development
services related to the Companys interests and the participants of the markets under the Companys
direct or indirect surveillance and its interests;
VI Rendering of technical, administrative, and management support for market development, as

well as undertaking of educational, promotional and publishing activities related to its corporate
purpose and to the markets which are under the Companys surveillance;
VII Provision of registration of liens and encumbrances on securities, bonds and other financial
instruments, including registrations of instruments for the creation of guarantee, pursuant to the
provisions of the applicable regulation;
VIII Provisions of services relating to the support to credit transactions, financing and lease-
purchase agreement, including by means of the development and operation of information
technology and data processing systems, involving, among others, the automotive vehicle segment
and the real estate sector, pursuant to the provisions of the applicable regulation;
IX - Creation of database and related activities;
X Undertaking of other activities authorized by the Securities Commission or by the Central Bank
of Brazil that, to the understanding of the Companys Board of Directors, are of interest to participants
in the markets administered by the Company and contribute to its development and health; and
XI Holding shares in the capital of other companies or associations, headquartered in Brazil or

abroad, whether as a partner, shareholder or associate, in the capacity of controlling shareholder or
not, and the main focus of the activities of which are those expressly mentioned in these Bylaws, or
which, to the understanding of the Companys Board of Directors, are of interest to participants in
the markets administered by the Company and contribute to its development and health.
Sole Paragraph. Within the powers that are conferred to it by Law 6385/1976 and by the regulations
in effect, the Company must:
(a) issue regulations relating to the granting of Access Permits to different trading, registration and
settlement systems under the Companys surveillance or by companies that are controlled by it
(Access Permits), establishing the terms, conditions and procedures for the granting of such
authorizations (Access Regulation);
(b) establish rules safekeeping equitable commercial and trading principles and high ethical
standards for people who act in the markets under the direct or indirect surveillance of the Company,
as well as to regulate the transactions and decide operating questions involving the holders of Access
Page 2 of 111
Permits to the same markets;
(c) regulate the activities of the holders of Access Permits in the systems and markets under the
Companys surveillance;
(d) establish, whenever applicable, mechanisms and rules to mitigate the risk of default of
obligations assumed by the holders of Access Permits, as to the transactions undertaken and/or
registered in any of the Companys trading, registration and clearing systems;
(e) monitor, pursuant to the provisions of the attributions defined by the law, by the regulations or
by the rules enacted by the Company, the transactions traded and/or registered in any of the
Companys trade, registration, clearing and settlement systems, as well as all of those regulated by
it;
(f) monitor the activities of the holders of Access Permits, as participants and/or intermediaries to the
transactions undertaken and/or registered in any of the trade, registration and clearing systems
under the surveillance of the Company, as well as all those regulated by it; and
(g) impose penalties to those who violate legal, regulatory and operating rules, under the surveillance
of the Company.
Article 4. The Company has an unlimited duration.

CHAPTER II
CAPITAL STOCK, SHARES AND SHAREHOLDERS
Article 5. The capital stock of the Company amounts to R$3.198.655.563,88, paid-in and divided into
2.059.138.490 common shares, all registered and with no par value. The Company shall not be
permitted to issue preferred shares or participation certificates.
Article 6. All of the shares issued by the Company are book-entry and deposited with a financial
institution authorized by the Brazilian Securities Commission (Comisso de Valores Mobilirios), or
CVM, in the name of their holders.
Sole paragraph. The cost of the transfer and registration, as well as the cost of the service related to
book-entry shares can be charged directly to the shareholder by the transfer agent, as may come to
be defined in the book-entry share contract.
Article 7. Each common share entitles the holder to one vote in decisions taken in Annual or
Extraordinary Shareholders Meetings, provided that no shareholder or Shareholder Group
(Shareholder Group, as defined under Article 78) shall be entitled to vote shares in excess of 7% of
the total number of shares in which the capital stock is divided, subject to the provision of letter (d)
of Paragraph 5 of Article 75.
Paragraph 1. For purposes of the voting cap established in the main provision, and without prejudice
to the provision under paragraph 2 of this Article, where two or more shareholders agree a voting or
other agreement for concerted exercise of voting rights, each of the signatory parties thereto shall be
deemed to constitute, and vote, as a Shareholder Group, subject therefore to the voting cap
established under the main provision of this Article.
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Paragraph 2. The shareholders shall not be allowed to agree preconcerted voting arrangements
(whether or not under a shareholders agreement filed with the Company) whereby the resulting
voting pool exceeds the individual voting cap set forth in the main provision of this Article.
Paragraph 3. In a shareholders meeting, the chair shall be responsible for enforcing the provisions of
this Article, and for declaring the number of votes each shareholder or Shareholder Group is entitled
to cast when polled.
Paragraph 4. Any vote in excess of the voting cap established in this Article shall be disregarded.
Article 8. Pursuant to a decision of the Board of Directors, the Company is authorized to increase the
shares of capital stock up to a limit of two billion five hundred million (2,500,000,000) common shares,
irrespective of amending these bylaws.
Paragraph 1. In the event contemplated under the main provision of this Article, the Board of
Directors shall determine the issue price and number of shares in the issue, as well as the payment
date and payment terms.
Paragraph 2. Provided it shall do so within the limit of the authorized share capital, the Board of
Directors may also: (i) decide on the issuance of warrants; (ii) pursuant to a plan approved at a
Shareholders Meeting, grant stock options to management members and employees of the Company
or any subsidiary, and to natural persons providing services to any of the latter two, whereas limiting
or suspending the preemptive rights of shareholders; (iii) increasing the capital by approving the
capitalization of profits or reserves, whether or not by issuing bonus shares; and (iv) resolve on the
issue of convertible debentures.
Article 9. In the event a shareholder defaults on paying the issue price for shares it has subscribed,
the debt will have to be paid as accruing default interest at a rate of 1% per month, plus adjustment
for inflation calculated (in the shortest legally permissible time interval) pursuant to the General
Market Price Index (IGP-M), and a 10% fine over the unpaid principal, without prejudice to other
applicable legal remedies.
Article 10. Every shareholder or Shareholder Group is required to disclose by notice to the Company,
which must include the information required under the applicable regulation, any share purchases
which in the aggregate result in ownership interest in excess of 5%, 10%, 15% and so on and so forth
of the shares of capital stock.
Paragraph 1. If the aforementioned share acquisitions are aimed to bring about, or do lead to, a
change of control or a change in the Companys management structure, or otherwise trigger a tender
offer requirement (per CHAPTER VIII and applicable law and regulations), the acquiring shareholder
or Shareholder Group shall also be required to release and disclose such information to the market
(including the information required under Article 12 of CVM Ruling No. 358/2002) by means of
publishing announcements in the same widely-circulated newspapers customarily used by the
Company for its own publications.
Paragraph 2. The obligations foreseen in this Article shall likewise apply to holders of securities
convertible into shares, warrants and purchase options convertible, exercisable or exchangeable for
shares representing the same levels of ownership interest as set forth above.
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Paragraph 3. The shareholders or Shareholder Groups shall also be required to disclose (per the main
provision of this Article) any share sale or divestment by which their holdings in shares and other
Company securities set forth above are reduced by 5% of the total number shares of stock.
Paragraph 4. Any violation of the provisions of this Article shall be subject to the penalties set forth
under Article 16, item (i), and Article 18 of these Bylaws.
Article 11. The issuance of new shares, debentures convertible into shares or warrants placed by sale
on a stock exchange, public subscription or share swap in tender offers for the acquisition of control
under Articles 257 through 263 of Brazilian Corporate Law, or, also, under a special tax incentive law,
can take place without the shareholders being given a preemptive right in the subscription or with a
reduction in the minimum period provided for in law to exercise it.
CHAPTER III
Article 12. The shareholders shall meet ordinarily within the first four months after the year closes to
decide on the matters set forth under Article 132 of Brazilian Corporate Law, and, extraordinarily,
whenever the interests of the Company so require.
Paragraph 1. The Shareholders Meeting has the authority to decide on all acts related to the
Company, as well as to decide in the best interests of the Company.
Paragraph 2. The Annual Shareholders Meeting and the Extraordinary Shareholders Meeting can
be called cumulatively and held at the same place, date and time, and recorded in a single set of
minutes.
Paragraph 3. A Shareholders Meeting shall be called by the Board of Directors on the decision of the
majority of its members or, also, in the cases provided for in these Bylaws and in the sole paragraph
of Article 123 of Brazilian Corporate Law.
Paragraph 4. The documents pertinent to the matter to be decided on at the Shareholders Meetings
must be made available to the shareholders, at the headquarters of the Company, on the date of the
publication of the first call notice, except in those cases in which the law or a regulation in effect
requires that they be made available for a longer period.
Paragraph 5. The Shareholders Meeting shall be held, on the first call, with the presence of
shareholders representing at least 25% of the capital stock, except when the law requires a higher
quorum; and, on the second call, with any number of shareholders.
Paragraph 6. A quorum to convene the extraordinary shareholders meeting on first call for the
purpose of amending these Bylaws shall require attendance by holders of record representing at least
two-thirds of the issued and outstanding shares of capital stock, provided the meeting may convene
on second call with any number of attending shareholders.
Paragraph 7. Shareholders Meetings shall be presided over by the Chairman of the Board of Directors
or by a person appointed by the Chairman. In the absence of the Chairman of the Board of Directors,
a Shareholders Meeting shall be presided over by the Vice Chairman or an appointee. The chair of
the Shareholders Meeting shall appoint one of the attendees to act as secretary.
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Paragraph 8. It shall be the exclusive responsibility of the Chair of the Meeting, subject to the rules
established in these Bylaws, to make any decision regarding the number of votes of each shareholder,
which decision may be immediately appealed to the Shareholders Meeting itself, in which decision
the interested party shall not vote.
Article 13. Before a shareholders meeting convenes, the attending shareholders shall be required to
sign the Shareholders Attendance List in the proper register, identifying themselves by name, place
of residence and number of shares of record.
Paragraph 1. The Chair of the Meeting shall close the Shareholders Attendance List promptly upon
convening the shareholders meeting.
Paragraph 2. Tardy shareholders appearing after the closing of the Shareholders Attendance List
shall be allowed to participate in the meetings but shall not be entitled to vote the shares on any
matter.
Article 14. The Company must begin the registration of the shareholders to take part in the
Shareholders Meeting at least forty-eight (48) hours in advance, it being the responsibility of the
shareholder to present: (i) certificate issued by the transfer institution for the book-entry shares
owned, in accordance of terms and conditions of Article 126 of Brazilian Corporate Law. This proof
shall be dated no later five days before the date of the Shareholders Meeting. The Company, at its
discretion, may dispense the presentation of this proof; and (ii) a proxy statement and/or documents
that evidence the powers of legal representation of the shareholder. The shareholder or its legal
representatives shall present the Shareholders Meeting documents that prove his or her identity.
Article 15. Unless otherwise provided by law, and giving due regard to the provisions of Article 7
and of paragraph 2 of Article 68 of these Bylaws, at Shareholders Meetings decisions shall pass by
the affirmative vote of holders of record of a majority of the shares represented at the meeting, not
computing abstentions.
Paragraph 1. Decisions taken in a shareholders meeting to amend or eliminate any of the provisions
set forth under Article 74, in particular where the effects thereof curtail shareholder rights under a
tender offer requirement, shall strictly adhere to the voting cap set forth in Article 7 of these Bylaws.
Paragraph 2. A Shareholders Meeting shall deliberate and decide only on matters included in the
order of business, such as announced in the related call notice, with no open-ended discussions.
Paragraph 3. The minutes of Shareholders Meetings shall be prepared based business transacted and
action taken at the meetings, certified by the proper officers and signed by the attending shareholders
Article 16. It shall be incumbent on shareholders convening in a Shareholders Meeting, among other
actions prescribed by law and these Bylaws, to decide on the matters set forth below:
(a) Review and judge the management report and financial statements;
(b) Determine the allocation of net income for the year and approve dividend distributions based on
the management proposal;
(c) Elect and remove the Directors and the members of the Fiscal Council, if active;
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(d) Set the aggregate compensation of the members of the Board of Directors and the Executive
Management Board, as well as the compensation of fiscal council members, if elected, having regard
for the provisions of Article 17;
(e) Approve stock option or stock award plans of any type concerning options attributable to officers,
employees and service providers of the subsidiaries;
(f) Approve profit sharing programs for management members giving regard to applicable legal
limits, and employee profit sharing plans, in accordance with the human resources policy of the
Company;
(g) Approve proposals for the Company to delist from the Novo Mercado listing segment or a going
private process ultimately resulting in cancellation of the registration as a public company;
(h) Based on a list of selected firms provided by the Board of Directors, appoint a specialized firm to
determine the economic value of the Company shares and prepare the valuation report, in the event
of a going private process for cancellation of the registration as a public company, or of delisting
from the Novo Mercado, as contemplated under CHAPTER VIII hereof;
(i) Suspend the rights of a shareholder, as provided under Article 120 of Brazilian Corporate Law
and Article 18 of these Bylaws;
(j) Approve acquisitions of ownership interest in other companies and/or associations or joint
ventures or consortia, where the value of any such interest is in excess of three times the Reference
Amount;
(k) Approve any disposition of the Company fixed assets or its trademarks that represent an amount
equal to or higher than three times the Reference Amount; and
(l) Approve transactions such as a merger with another company, a share-for-share merger, or a
consolidation or spin-off transaction, or a transformation of corporate type, or the dissolution of the
Company, for this purpose giving regard to any legally prescribed quorum to resolve, except where
the CVM may have authorized a lower quorum, such as foreseen under paragraph 2 of article 136 of
Brazilian Corporate Law; and
(m) Previously approve the negotiation, by the Company, of shares of its own issue in the events set
forth in the applicable law.
Article 17. The Shareholders Meeting shall set the aggregate compensation of the members of the
Board of Directors and Executive Management Board, and shall allocate the portion attributable to
each body.
Paragraph 1. Due regard given to the compensation allocation established by the Shareholders
Meeting, as provided in the main provision of this Article, the Board of Directors shall set the
compensation of the CEO, and the latter shall determine the individual compensation of each Vice
President and of each Executive Officer.
Paragraph 2. The Directors and members of the Executive Management Board shall only be entitled
to profit sharing payments relative to years in which profits are sufficient to ensure the shareholders
are paid the mandatory dividend established under Article 202 of Brazilian Corporate Law.
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Article 18. Shareholders convening in a shareholders meeting shall be entitled to approve a
suspension of the rights, including voting rights, of any shareholder or Shareholder Group for
noncompliance with any legal or regulatory provision or the provision of these Bylaws.
Paragraph 1. In the event contemplated in this Article, shareholders individually or jointly

representing at least 5% of the outstanding shares shall be entitled to call a shareholders meeting to
decide on suspending the rights of a noncompliant shareholder if, having given reasoned notice
requesting the Board of Directors to do so, the latter were to let eight days elapse without calling the
meeting. The notice to the Board of Directors shall identify the event of noncompliance and the
noncompliant shareholder or Shareholder Group.
Paragraph 2. Any Shareholders Meeting that decides for suspending the rights of a shareholder or
Shareholder Group shall be responsible, among other things, for deciding on the extent and period
of suspension, provided, however, no such action may suspend a shareholders legally prescribed
rights to monitor corporate management and request information from management.
Paragraph 3. The suspension of rights shall cease as soon as the shareholder resumes compliance and
fulfills the obligation.
Article 19. Where a shareholder has or represents interests that conflict with the interest of the
Company in any matter submitted for consideration at a shareholders meeting, such shareholder
shall be required to abstain from interfering in the deliberations and voting the relevant motion.
Under article 115 of Brazilian Corporate Law, a shareholder that interferes in, or votes on any matter
in which he or she or it has or represents conflicting interest, shall be deemed to be acting in abuse of
voting power.
CHAPTER IV
MANAGEMENT
Section I General Provisions for the Management Bodies
Article 20. The management of the Company is comprised by the Board of Directors and the
Sole paragraph. The roles of Chairman and CEO of the Company are separate, and no person may
accumulate the two functions.
Article 21. The members of the Board of Directors and of the Executive Management Board shall take
office by signing the deed of investiture in the proper Company register, at which time they must
also sign the Statement of Consent from Directors and Officers required under the Novo Mercado
Listing Rules. The directors and officers must remain in office until their successors are appointed
and take office.
Sole paragraph. The directors and officers of the Company shall also be required to adhere to the
Disclosures and Securities Trading Policies issued by the Company by signing the relevant deed of
adherence.
Section II Board of Directors
Subsection I Composition
Article 22. Subject to the provisions of Article 87, the Board of Directors shall comprise at least seven
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and at most 11 members, elected by the Shareholders Meeting for unified two-year terms, removal
and reelection being permitted.
Paragraph 1. The Directors shall not hold positions in the Executive Management Board of either the
Company or its subsidiaries.
Paragraph 2. The Board of Directors shall adopt an Internal Regulation establishing its own operating
guidelines, rules on the rights and responsibilities of the Directors and the relationships with the Joint
Board of Officers, with the Executive Management Board and with other corporate bodies.
Paragraph 3. With regard to the voting process for election of Directors, it shall be incumbent on the
Chair of the Shareholders Meeting to determine the voting system by which the shareholders will be
polled, while having due regard for the provisions of Articles 23 and 24 of these Bylaws.
Paragraph 4. Unless upon a waiver pronounced at a Shareholders Meeting, the eligibility

requirements for candidate directors shall include those that are set forth below, in addition to the
requirements set forth under applicable Law and regulations.
(a) being over 25 years old;
(b) having an upstanding reputation and proficient knowledge of the functioning of the markets
operated by the Company and/or its subsidiaries, as well as other areas of knowledge required under
the Internal Rules of the Board of Directors;
(c) not having a spouse, domestic partner or relative to the second degree serving as director or officer
of, or employed with, the Company or any of its subsidiaries;
(d) not holding a position in any company deemed to be a competitor of the Company or its
subsidiaries, and neither having, nor representing any party that has, a conflict of interest with the
Company or its subsidiaries. A conflict of interest is presumed to exist relative to any person that,
cumulatively: (i) has been elected by a shareholder that has also elected a director in a competitor
company; and (ii) has ties arising from a subordinate relationship with the shareholder voting for
his or her election; and
(e) having actual disposition to dedicate time and effort as member of the Board of Directors,
regardless of other positions the candidate may hold in other entities, whether as director and/or
executive.
Paragraph 5. For the purposes of item (d) of the above paragraph 4 of this Article 22, a Director shall
be deemed to have been elected by: (i) the shareholder of Shareholder Group whose individual votes
were sufficient to elect a Director; or (ii) the shareholder or Shareholder Group whose individual
votes were sufficient to elect a Director in a cumulative voting process (or would have been sufficient
based on the total of attendee shareholders, had the cumulative voting system been adopted); or (iii)
the shareholder or Shareholder Group whose individual votes were sufficient to meet the percentage
thresholds required under paragraph 4 of Article 141 of Brazilian Corporate Law, which allow for the
election of Directors in a separate voting process.
Paragraph 6. A majority of the Directors of the Company shall be Independent Directors, herein
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defined as persons that meet the following requirements:
(a) all of the independence standards established in the Novo Mercado Listing Rules and in CVM
Ruling No. 461/07, cumulatively; and
(b) not holding, and not having ties with any shareholder that holds, whether directly or indirectly,
ownership interest in 7% or more of the issued and outstanding shares of stock, or voting stock of
the Company.
Paragraph 7. Directors elected pursuant to paragraphs 4 and 5 of article 141 of Brazilian Corporate
Law shall also be deemed to serve in the capacity of Independent Directors, regardless of whether
they meet the independence standards established in this Article.
Paragraph 8. In addition to the requirements set forth in the preceding paragraphs, the members of
the Board of Directors shall at no time include more than one Director having ties with a holder of
permit for access to the Companys markets, or having ties with the same entity, conglomerate or
economic group.
Paragraph 9. At least two (2) and at most four (4) directors of the Company shall be Directors
maintaining relationship with the holder of Permit for Access, selected amongst the holders of Permit
for Access with effective representativeness and leadership in the markets they operate.
Paragraph 10. For the purposes of this Article, having ties with a party is defined as:
(a) an employment relationship, or one arising from any agreement for provision of professional
services on a continuing basis or from participation in any management or advisory or deliberative
body or fiscal council of an entity;
(b) any direct or indirect ownership interest in excess of 10% of the issued and outstanding shares of
stock or voting stock of the Company; or
(c) a relationship established through a spouse, domestic partner or relative to the second degree.
Paragraph 11. Any Director that ceases to meet the eligibility requirements established in this Article,
due to a supervening event or circumstance unknown at the time of the election, shall be replaced
promptly upon disclosure of such event or circumstance.
Subsection II Election
Article 23. Without prejudice to the provision of Article 24, a slate system shall be adopted in elections
of the members of the Board of Directors.
Paragraph 1. In the election provided for in this Article 23, only the following slates of candidates
may run: (i) those nominated by the Board of Directors, as advised by the Nominations and Corporate
Governance Committee; or (ii) those that are appointed by any shareholder or group of shareholders
in the manner provided for in paragraph 3 of this Article.
Paragraph 2. The Board of Directors, as advised by the Nominations and Corporate Governance
Committee shall, on the date the Shareholders Meeting that is to elect the members of the Board of
Directors is called, make available at the Companys headquarters any statement signed by each of
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the members of the slate of candidates appointed, containing: (i) his or her complete identification
information; (ii) a complete description of his or her professional experience, including previous work
experience qualifications and academic qualifications; and (iii) information regarding disciplinary or
judicial proceedings in which a judgment of guilty has been entered under a final and unappealable
decision issued, in addition to information on instances of disqualification or inability to serve or
conflict of interest with the Company, if any, such as prescribed under Article 147, paragraph 3, of
Brazilian Corporate Law.
Paragraph 3. Where a shareholder or group of shareholders wishes to propose a different slate of

candidate nominations to the Board of Directors, it shall forward to the Board of Directors, jointly
with the proposed slate to be presented pursuant to the applicable regulation, statements signed
individually by the candidates they nominate, containing the information required in the preceding
paragraph, and the disclosure shall observe the terms of the applicable regulation.
Paragraph 4. Candidates nominated by the Board of Directors or any shareholder to serve as

independent directors shall be identified as such, due regard being given to the eligibility
requirements set forth in Paragraphs 6 and 7 of Article 22 of these Bylaws..
Paragraph 5. A single person may be nominated in two or more slates, including the one proposed
by the Board of Directors.
Paragraph 6. Any shareholder shall vote for just one slate, and the votes shall be computed in
compliance with the limitations provided for in Article 7. The candidates nominated in the slate that
receives the highest number of votes shall be declared elected.
Paragraph 7. Where the candidates are nominated individually, the voting system shall dispense with
the slate system and votes shall be cast relative to each individual candidate.
Article 24. In elections of the members of the Board of Directors, shareholders individually or jointly
representing interest in at least 5% of the outstanding shares are entitled to request adoption of
cumulative voting system, provided they so request at least 48 hours prior to the Shareholders
Meeting.
Paragraph 1. Promptly upon receiving the request, the Company shall release notice thereof in the
Companys Internet site advising shareholders that the election will take place in a cumulative voting
process, and shall forward the same information, via computer, to the CVM and B3.
Paragraph 2. On convening the meeting, the presiding officers shall determine the number of eligible
votes attributable to each shareholder or Shareholder Group, based on the signatures affixed to the
Shareholders Attendance List and number of shares of record, provided that for purposes of the
voting cap established in Article 7 of these Bylaws, the number of board seats to be filled in the
election shall be multiplied by the number of eligible votes, meaning votes not exceeding the cap
threshold of 7% of the outstanding shares.
Paragraph 3. Where the election of Directors adopts a cumulative voting process, the slate system
shall be dispensed with and votes shall be cast individually on the candidates nominated in slates
presented by the Board and shareholders according to Article 23, provided each candidate shall have
signed and presented to the meeting a statement containing the information required under
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paragraph 2 of Article 23 of these Bylaws..
Paragraph 4. Any shareholder or Shareholder Group shall be entitled to allot all of its votes to a single
candidate or spread out the votes among several. Candidates that receive the highest number of votes
shall be declared elected.
Paragraph 5. Where a tie is determined to have occurred for any given board seat, an additional
voting round shall take place after the number of eligible votes attributable to each shareholder or
Shareholder Group.
Paragraph 6. Where the election of Directors is carried out in a cumulative voting process, the
removal of one shall result in removal of all the Directors for a new election process to take place.
Otherwise, where a board seat becomes vacant, elections shall be held to elect the entire Board of
Directors in the next shareholders meeting taking place after the event.
Paragraph 7. Where the Company is under control of any individual controlling shareholder or
Shareholder Group, (pursuant to Article 116 of Brazilian Corporate Law), at elections of the members
of the Board of Directors shareholders representing 10% of the outstanding shares of shall be entitled
to request adoption of a separate voting system (plumping) for the election, as permitted under
paragraphs 4 and 5 of Article 141 of Brazilian Corporate Law. In this event the provisions of Article
23 of these Bylaws shall not apply.
Article 25. The Board of Directors shall appoint the Chairman and Vice Chairman from among its
members. The appointment shall take place in the first meeting held after the Directors take office or
in the first meeting after the vacancy of these positions.
Subsection III Meetings and Substitutions
Article 26. The members of the Board of Directors shall hold ordinary meetings at least every two
months, according to a meeting calendar which the Chairman of the Board will release to the directors
on the first month of each year, and will hold extraordinary meetings as often as may be necessary,
upon being summoned as prescribed under paragraph 1 of this Article or two-thirds of its members.
Paragraph 1. The Chairman or the Vice Chairman, if the former is absent, shall issue call notices of
meetings of the Board of Directors.
Paragraph 2. The call notice for the meetings of the Board of Directors shall be in writing, by letter,
telegram, fax, e-mail or other manner which allows proof of receipt of the called notice by the
addressee, and must contain, in addition to the place, date and time of the meeting, and the agenda.
Paragraph 3. The meetings of the Board of Directors shall be convened with, at least, upon three days
notice. Regardless of the formalities for convening a meeting, the meeting shall be considered regular
when all of the members of the Board of Directors attend.
Paragraph 4. The Directors may take part in the meetings of the Board of Directors by conference call,
videoconference or by any other means of communication that allows the identification of the
Director and the communication with all of the other people present at the meeting. In this case, the
Directors shall be considered present at the meeting and must sign the respective minutes.
Paragraph 5. No member of the Board of Directors may have access to information, take part in
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decisions and discussions of the Board of Directors or any other management bodies of the Company
or of the companies controlled by it, exercise the right to vote or, in any way intervene in the matters
in which he or she, directly or indirectly, has a conflict of interests with those of the Company or of
its controlled companies, under the terms of the law.
Paragraph 6. The quorum for the instatement of the meetings of the Board of Directors, on first call,
shall be the absolute majority of its members. On second call, which shall be the object of a new
communication to the Directors in the manner described in paragraph 1 of this Article, sent
immediately after the date set for the first call, the meeting shall be instated with any number of
Directors present.
Paragraph 7. Except otherwise provided for in these Bylaws, the decisions of the Board of Directors
shall be taken by majority vote of the members present at the meetings. The Chairman of the Board
of Directors shall cast the deciding vote in case of tie.
Paragraph 8. The Companys CEO, or his or her substitute, shall take part in the meetings of the Board
of Directors, but shall withdraw on request of the directors.
Article 27. Except otherwise provided for in paragraph 6 of Article 24 and observing the sole
paragraph of this Article, if there is a vacancy occurring in the membership of the Board of Directors,
the replacement shall be appointed by the other Directors based on a recommendation of the
Nominations and Corporate Governance Committee to serve until the next Shareholders Meeting,
when a new Director must be elected, who shall complete the term of office of the replaced Director.
Where there is a vacancy of the majority of positions of the Board of Directors, a Shareholders
Meeting must be convened, within a maximum of 15 days from the event, to elect the alternates, who
must complete the terms of office of those being replaced.
Sole paragraph. In the event of vacancy in the position of Board Chairman, the Vice Chairman shall
fill in the position until such time as a new Chairman is elected.
Article 28. In cases of absence or temporary inability, the absent or temporarily impeded Director
may be represented in the meetings of the Board of Directors by another Director appointed in
writing, who, in addition to having his or her own vote, shall present the vote of the absent or
temporarily impeded Director.
Paragraph 1. If the Director to be represented is an (i) an Independent Director, the Director who
represents him or her must also fall within the classification of Independent Director; or (ii) a Director
who maintaining a relationship with the holder of Access Permit, the Director to represent him or her
must also be a Director maintaining a relationship with the holder of Access Permit.
Paragraph 2. In the event of absence or temporary inability of the Chairman of the Board, his or her
functions shall be provisionally filled in by the Vice Chairman or another director appointed by the
Vice Chairman.
Paragraph 3. In the event of absence or temporary inability of the Vice Chairman, the Chairman shall
appoint a replacement from among the other Directors.
Subsection IV Responsibilities
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Article 29. The responsibilities of the Board of Directors include the following:
(a) determining the general business guidelines of the Company and its subsidiaries; including the
approval the annual budget and budget revisions of the Company and its subsidiaries; and setting
strategic plans and targets for future periods, overseeing execution;
(b) (i) electing and removing the members of the Executive Management Board, (ii) assessing the
CEOs performance and assessing the performance of the other members of the Executive
Management Board (iii) establishing a succession plan regarding the CEO and assessing and
supervising the succession plan of the Board proposed by the Joint Board, as well as (iv) approving
the Executive Management Internal Rules having regard to the relevant provisions of these Bylaws;
(c) overseeing management of the Executive Management Board; examining the books and records
of the Company at any time, requesting information on previous or impending transactions and any
other management acts;
(d) deciding on the convening of the Shareholders Meetings;
(e) submitting the Management Report and accounts, and the annual financial statements to the
Shareholders Meeting, along with its recommendations;
(f) presenting to the Shareholders Meeting the proposal on allocation of the net income for the year;
(g) granting prior authorization for the execution of agreements of any kind, as well as settlements
or waivers of rights, which in any event imply liabilities for the Company at amounts in excess of the
Reference Amount, as defined in the sole paragraph of this Article, to the extent they have not been
contemplated in the annual budget, except however for the agreements set forth in item (k) of Article
37;
(h) granting prior authorization for investments of a single nature not contemplated in the annual
budget and whose aggregate amount exceeds the Reference Amount, subject to the provisions of
letter (o) below;
(i) granting prior authorization for any loan, financing, bond issuance, or cancellation of simple, non-
convertible debentures not secured by collateral, or for the giving of collateral or personal guarantees
by the Company on behalf of its subsidiaries, where the amount involved is in excess of the Reference
Amount and the transaction has not been contemplated in the annual budget;
(j) authorizing the Executive Management Board to acquire or dispose of, or also to give collateral or
create liens of any kind on permanent assets of the Company, where the amount involved implies
liability in excess of the Reference Amount and the transaction has not been contemplated in the
annual budget;
(k) granting prior authorization for the Company or a subsidiary to enter into partnership or
shareholders agreements involving the Company or its subsidiaries;
(l) deciding on the voting instructions where the Company is to attend shareholders meetings (a) of
controlled companies, for any matters where the Companys interest value is in excess of the
Reference Amount; and (b) of any entities in which the Company holds ownership interest, for
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strategic matters.
(m) appointing the managers of the subsidiaries whenever the amounts of the equity interests of the
Company exceed the Reference Value, it being understood that unless otherwise decided by 75% of
the Directors, the appointment of the lead executives will coincide with that of the Chief Executive
Officer;
(n) deciding on proposals for the Company to repurchases of its own shares whether for the shares
to be kept as treasury stock or for cancellation or subsequent reissue;
(o) deciding on the Companys membership in philanthropic associations and organizations, where
the amount involved is in excess of the Reference Amount or whenever the interest represents the
acquisition of control of the investee, irrespective of the value of the equity interest, except with
respect to interests involved by the Companys financial investment policy and those referred to in
letter (j) of Article 16;
(p) granting authorization, regarding values equal to or greater than 10% of the Reference Value
established in Bylaws, for the Company to guarantee third-party obligations, except in relation to
obligations of entities controlled by the Company or entities in which the Company participates as
founder or supporting entity;
(q) defining the three nominations list of selected specialized firms, proposed for a valuation of the
Company shares and preparation of the valuation report, in the event a tender offer is to be
conducted in a going private process (and cancellation of the public company registration) or for the
Company to delist from the Novo Mercado, as provided in paragraph 2 of Article 65 of these Bylaws;
(r) deciding on distributions (for payment or crediting to shareholders) of interest on shareholders

equity, pursuant to applicable legislation;
(s) appointing and removing the independent auditors, while giving regard to item (a) of Article 47,
(t) appointing the members of standing Advisory Committees from among the Directors, and the
members of other committees or temporary working groups established by the Board of Directors;
(u) within fifteen (15) days after the announcement of any tender offer initiated for shares issued
by the Company, expressing its support of, or opposition to, the offer in a reasoned opinion to be
released to the market, which must advise the shareholders at least with regard to (i) the timing
and convenience of the bid vis--vis the shareholders interests and the liquidity of their shares; (ii)
the impact of the offer on the business interests of the Company; (iii) the bidders strategic plans
for the Company, as released; and (iv) any other points of consideration the Board may deem
relevant, in addition to providing the information required under applicable CVM rules; and
(v) judge resources in the assumptions provided for herein, in the Internal Rules of the Board of
Directors or regulations, in according to the proceeds established in the Board of Directors Internal
Rules.
Paragraph 1. For purposes of these Bylaws, the Reference Amount shall equal 1% of the net equity
value of the Company, as determined at the end of the immediately preceding year.
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Paragraph 2. Any election of member(s) or change in the Products and Pricing Committees
composition shall be conditional upon the affirmative vote of ninety percent (90%) of the members
of the Board of Directors.
Article 30. The Board of Directors shall also have powers to:
(a) approve the Market Access Regulations, as well as rules governing admission, suspension and
exclusion of Access Permit holders, in addition other regulatory rules designed to regulate and define
transactions in debt or equity securities, bonds and derivatives contracts admitted for trading and/or
registration, as carried out in any of the trading, registration, clearing and settlement systems
operated by the Company and its subsidiaries;
(b) approve rules related to issuer registration and listing, admission for trading, suspension and
delisting of debt or equity securities, bonds and derivatives contracts, as applicable;
(c) approve the regulations applicable within the scope of any clearing house operated by the
Company and their clearing, settlement and registration systems;
(d) approve the Companys over-the-counter business and credit support transactions guideline
(Over-the-Counter Business and Credit Support Transactions Guideline);
(e) approve the product and service pricing policy guidelines referred to in article 35, letter (g), items
(i), (ii), (iii) and (iv) (Product and Service Pricing Policy Guidelines);
(f) approve the Code of Ethics applicable to Participants with access to markets operated by the
Company, which code will provide rules of ethical conduct necessary to ensure proper market
functioning and high standards of business conduct, in addition to approving rules to regulate the
operation and composition of the Ethics Committee, and electing the Committee members;
(g) establish the penalties that may apply to breaches of the rules approved by the Board of Directors;
(h) order the full or partial recess of the markets administered by the Company and by its
subsidiaries, where a gross emergency situation has been recognized that may affect the normal
functioning of market activities, immediately communicating the decision, duly founded, to the
CVM;
(i) approve the annual report on operational risk controls and the business continuity plan of the
Company and of its subsidiaries;
(j) decide concerning the creation, allocation and maintenance of funds and the other safeguarding
mechanisms, for the operations performed in the systems and markets administered by the Company
and its subsidiaries, regulating the situations and procedures for their use.
Paragraph 1. The Board of Directors may delegate to the Joint Board of Officers of the Company the
setting of technical and operating criteria that complement the rules and regulations stated in items
(a), (b) and (c) of this Article.
Paragraph 2. Any amendment to the Over-the-Counter Business and Credit Support Transactions
Guideline and to the Product and Service Pricing Policy Guidelines referred to in Article 35, letter (g),
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items (i), (ii), (iii) and (iv) shall rely on the affirmative vote of ninety percent (90%) of members of the
Board of Directors.
Section II Executive Management Board
Article 31. The Executive Management Board is the body that represents the Company, having the
power to perform all acts of the management of corporate business. Each of the members of the
Executive Management Board, within the scope of their duties and attribution as set forth in these
Bylaws and/or defined by the Board of Directors has the power to: (i) observe and enforce the terms
and conditions of these Bylaws, the decisions of the Board of Directors and of the Shareholders
Meeting; (ii) perform, within its powers, all of the acts necessary for the ordinary operation of the
Company and consecution of the corporate purpose, and (iii) coordinate the activities of the
Companys subsidiaries.
Article 32. The Executive Management Board shall be comprised of at least six and up to twenty
Officers, one being the CEO, up to 5 Vice Presidents and up to 14 Executive Officers. All of the
members of the Executive Management Board are elected and removable by the Board of Directors,
with a term of office of two years, with reelection to consecutive terms of office being permitted.
Paragraph 1. It shall be incumbent upon the Vice Presidents and the Executive Officers to assist and
support the CEO in the management and coordination of the Companys business and to engage in
the activities relating to the duties attributed to them by the Board of Directors or by these Bylaws, as
the case may be, individually or collectively.
Paragraph 2. It shall also be incumbent upon the Vice Presidents to guide and coordinate the actions
of the Executive Officers who directly report to them based on the Companys organization structure.
Paragraph 3. At the time of the annual shareholders meeting that convenes to review and judge the
financial statements related to the year during which he or she reaches the age of sixty-five (65), the
CEO shall step down from his or her office, unless otherwise authorized by the Board of Directors,
as an exception to this retirement age rule.
Paragraph 4. The Board of Directors shall designate, as proposed by the Companys CEO, from
among the Vice Presidents or Executive Officers of the Company, the one who shall perform the
functions of Investor Relations Officer.
Article 33. The members of the Executive Management Board work for the Company on an exclusive
dedication basis and are not permitted while in office to have ties (as defined in paragraph 10 of
Article 22): (i) with holders of a permit for access to the Companys markets, (ii) with a shareholder
or Shareholder Group owning interest in 5% or more of the issued and outstanding shares of voting
stock of the Company, (iii) with any institution that is a participant in the Brazilian or other
international securities distribution system, (iv) with other public companies; (v) with portfolio
management firms, and (vi) with institutional investors.
Article 34. The eligibility to serve as CEO of the Company shall require a candidate to meet all
applicable legal and regulatory requirements, the requirements of paragraph 4 of Article 22 as well
as those which are set forth under the sole paragraph of Article 20 and paragraph 3 of Article 32 of
these Bylaws.
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Paragraph 1. The Companys CEO shall nominate all candidate Vice Presidents and Executive
Officers for appointment by the Board of Directors. If the Board of Directors fails to approve any of
the nominees, additional nominations will be made until they meet with the approval of the Board
of Directors.
Paragraph 2. The CEO may suspend from office any Vice President or Executive Officer of the
Company pending a decision of the Board of Directors on his or her removal from office.
Article 35. The Companys CEO has the following powers, additionally to the other attributions
established in these Bylaws:
(a) convene and chair the meetings of the Joint Board of Officers;
(b) propose to the Nominations and Corporate Governance Committee, for subsequent
recommendation to the Board of Directors, the composition of the Executive Management Board, as
well as the attributions of the Vice Presidents and of the Executive Officers who directly report to
them, according to the Companys organization structure;
(c) guide and coordinate the activities of the Vice President and Executive Officers who directly
report to them, according to the Companys organization structure;
(d) undertake the general planning of the Company and of its subsidiaries;
(e) approve the organizational structure of the Company, contracting and controlling the executive
staff, the technicians, auxiliaries and consultants it believes are convenient or necessary, defining
positions, functions and compensation and setting their duties and powers, observing the directives
imposed by the budget approved by the Board of Directors;
(f) create other Technical Committees, Consulting or Operating Committees, Technical Commissions
for the Customization, Classification and Arbitration, workgroups and advisory bodies relating to
issues for which he or she is exclusively liable, defining their composition, roles and responsibilities;
(g) according to the limits established by this item, determine prices, charges, compensation,
commissions and contributions and any other costs to be charged to holders of Access Permits and
to third parties, for the services arising from the compliance of the functional, operating, regulatory,
supervision and classifying services of the Company, ensuring their broad disclosure to interested
parties; In case of change of prices (i) of the traded derivative and over-the-counter products
referenced to: a) registered interest rate in Reais; b) foreign exchange coupon rate from Reais to US
Dollars; c) foreign exchange rate from Reais to US Dollars; and d) IBOVESPA; (ii) for registration of
bank raising products; (iii) of the services relating to the Financing Unit (vehicles segment and real
estate segment); and; and (iv) of any other product and/or services the Pricing and Products
Committee so requires, the CEO shall be liable for the fixing thereof upon consultation with the
Pricing and Products Committee The Board of Directors shall decide on the matters involving price
fixing whenever there is any divergence between the CEOs proposal and the Pricing and Products
Committees proposal;
(h) determine the securities, certificates, including ownership certificates and respective
encumbrances, and contracts that shall be admitted for trading, registration, clearing and settlement
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in the environment and systems administered by the Company, as well as to determine the
suspension or cancellation of the trading, registration, clearing and settlement of these securities and
contracts;
(i) supervise in real-time and inspect the transactions traded and/or registered in any of the trading,
registration, clearing and settlement systems under the Companys surveillance;
(j) take measures and adopt procedures to prevent the realization of operations that may constitute
breaches of legal and regulatory rules, compliance with which is a duty of the Company to oversee;
(k) in cases of gross emergencies, to declare the total or partial recess of the markets under the
Company and its subsidiaries surveillance, immediately communicating the decision to the Board
of Directors and the CVM;
(l) decide on the granting of the Access Permits, this decision being subject, within thirty (30) days,
to a request for review to the Board of Directors, which must provide a definitive decision on the
subject, observing the provisions in the law in effect;
(m) decide concerning the suspension and the cancellation of the Access Permits, as well as to analyze
the cases where there is a change in the control and recommendations of new administrators of
companies that are holders of Access Permits;
(n) prevent the performance of the operations in negotiation, registration, clearing and settlement
systems of the Company, when there is evidence that these may constitute breaches of the legal and
regulatory rules with which compliance is a duty of the Company to oversee;
(o) cancel trades and/or registration of any of the negotiation, registration, clearance or settlement of
any transactions undertaken at the environment and systems of the Company, even if they are not
yet liquidated, as well as suspend their liquidation, in case of infraction to the legal and regulatory
rules overseen by the Company;
(p) immediately inform the CVM of the occurrence of events that affect, even if only temporarily, the
operation of the markets under the Companys surveillance, and
(q) send to the CVM, within the deadline and in the manner specified by it, the information and the
reports relating to the operations performed and/or registered in any of the negotiation, registration,
compensation and liquidation systems of the Company.
Paragraph 1. The decisions taken by the CEO in exercising the powers that are dealt with in lines (l)
to (o) of the main provision of this Article, may be appealed, by any interested party, to the Board of
Directors.
Paragraph 2. The period for and the effects of filing an appeal provided in paragraph 1 of this Article,
as well as the other situations where an appeal is appropriate, shall be established by the Board of
Directors.
Subsection I Joint Board of Officers
Article 36. The Joint Board of Officers is exclusively composed of the Companys CEO and the Vice
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Presidents.
Article 37. The responsibilities of the Joint Board of Officers include the following:
(a) propose to the Board of Directors the rules and composition of the Joint Board of Officers and of
the Executive Management Board;
(b) propose to the Nominations and Corporate Governance Committee the attributions of the
Executive Officers to be recommended to the Board of Directors.
(c) authorize the opening or closing and moving of branches, agencies, deposits, offices or any other
establishment of the Company in Brazil or elsewhere;
(d) submit annually, for the consideration of the Board of Directors, the Management Report and the
financial statements, accompanied by the independent auditors report, as well as the proposal on
allocation of net income for the year;
(e) prepare and propose to the Board of Directors the annual budget, multi-year budgets, strategic
plans, expansion plans and investment programs;
(f) grant prior authorization for the Company or any subsidiary to acquire or dispose of movable
assets or real property assets, to establish possessory lien or non-possessory lien or other
encumbrances on these assets, or to take out a loan, or agree a financing arrangement, or give security
interest or personal guarantees, for an amount representing liability below the Reference Amount
provided in the sole paragraph of Article 29;
(g) approve, based on the Regulations approved by the Board of Directors, the operating rules
relating to the markets administered by the Company and by its controlled companies, as well as to
the Companys Houses and their systems providing registration, clearing and settlement services;
(h) review, at its sole discretion, the decisions and the resolution processes of the Market Risk
Technical Committee and the Credit Risk Technical Committee;
(i) authorize the Company to enter into and/or renew liquidity facility transactions, whether or not
collateralized, and/or asset monetization schemes with the aim of ensuring timely compliance with
obligations of the Company related to its activities as central counterparty clearing, regardless of the
amount involved in the transaction;
(j) create committees, working groups and assistance bodies, defining their operation, composition,
roles, attributions and liabilities;
(k) resolve, except for the interests resulting from the Companys financial investment policy and
subject to the provisions of Article 3, on the holding of interest by the Company in other companies,
as well as in charity associations and organizations, whenever the amounts involve are lower than
the Reference Amount and whenever they do not represent acquisition of the control of the investee;
(l) appoint managers of the controlled companies whenever the amounts of the Companys interest
are lower than the Reference Amount, as well as of the other companies and associations in which
the Company holds interest, irrespective of the amount of the interest;
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(m) instruct the vote to be cast by the Company in the Shareholders Meetings (i) of the controlled
companies, in ordinary matters, whenever the amounts of interest of the Company are lower than
the Reference Amount, and (ii) of the other companies and associations in which the Company holds
interest for non-strategic matters, irrespective of their amount;
(n) approving the hiring of a registrar to provide securities bookkeeping services;
(o) propose to the Board of Directors the regulatory rules that shall govern and define the operations
performed with the securities, certificates, including ownership certificates and respective
encumbrances, and contracts admitted for trading in the systems administered by the Company or
by its subsidiaries and/or listed in any of their respective trading, registration, clearing and settlement
systems;
(p) determine special procedures for any operations performed and/or registered in any of the
negotiation, registration, clearance or settlement systems of the Company, as well as to establish
conditions for their liquidation;
(q) decide on any matters not included within the scope of exclusive authority of the Shareholders
Meeting or the Board of Directors, with due regard for the individual attributions of each member of
the Executive Management Board; and
(r) decide on any other matter attributed to it by the Board of Directors.
Paragraph 1. The Market Risk Technical Committee referred to in item (i) of this Article shall be
comprised by Executive Officers and other Companys employees appointed by the Joint Board of
Officers and shall have the attribution of resolving on the following matters: (i) analysis of the
macroeconomic scenario and related risks to the markets in which the Company participates; (ii)
definition of the criteria and parameters to calculate margin values; (iii) definition of the criteria and
parameters for the valuation of assets received as collateral; (iv) fixation of the types and amounts
of collateral used in the stock exchanges and/or registered in any trade, registration, settlement or
clearing systems under the Company and its subsidiaries surveillance, to be used, inclusive, for
opened contracts; (v) policy for deposited margin surveillance; (vi) analysis of the market leverage;
(vii) analysis and recommendation of solutions for the enhancement of the risk management
systems; and (viii) preparation of any other analysis related to the abovementioned activities.
Paragraph 2. The Credit Risk Technical Committee mentioned in item (i) of this Article shall be
comprised by Executive Officers and other Companys employees appointed by the Joint Board of
Officers and shall have the responsibility of resolving on the following: (i) define the criteria, limits
and parameters to control the credit risk of the Access Authorization holders and other participants;
(ii) the risk limits ascribed to the participants of the Companys clearings; (iii) follow up and assess,
from time to time, of the counterpartys risk represented by the Access Authorization holders and
other participants; (iv) define the criteria and parameters for demanding additional guarantee from
the participants, whenever that is the case; and (v) carry out other analysis and resolutions deemed
necessary on the matters described in the previous items.
Article 38. The Joint Board shall validly meet with the presence of a majority of its members and,
subject to the provisions of article 39 below, shall pass resolutions by the vote of a majority of those
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present; the CEO shall be entitled to a casting vote.
Sole Paragraph. The General Counsel of the Company or his alternate shall participate, without
voting rights, in the meetings of the Joint Board and be absent therefrom when requested.
Article 39. The decisions listed below shall be made at meetings of the Joint Board at which the Vice
Presidents who are directly or indirectly in charge of the respective duties, as may be defined by the
Board of Directors, are present:
(a) declaration of default of a participant linked to any of the Transaction Registration, Clearance and
Settlement Chambers and definition of the applicable measures, in accordance with the applicable
regulations;
(b) definition of the operating, credit and risk limits to direct or indirect participants of the
Transaction Registration, Clearance and Settlement Chambers, whether acting individually or in a
group, subject to the specific procedures of each one of them;
(c) definition of common procedures for the Transaction Registration, Clearance and Settlement
Chambers, as well as of procedures for integration of the latter with trading and integration
environments of risk and guarantee systems; and
(d) definition to the holders of Access Authorizations or their clients of the partial or total settlement
of outstanding positions in one or more markets.
Sole paragraph. The decisions mentioned in this article may be delegated to a committee established
by the Joint Board for the exercise of such duties, subject to the participation of the Vice Presidents
and/or Executive Officers of the areas in charge.
Subsection II Replacements and Vacancies in the Executive Management Board
Article 40. The CEO shall be substituted: (i) in the event of absence or inability for a maximum 30-
day period, by a Vice President or Executive Officer appointed by him; (ii) when on leave for over 30
days and less than 120 days, by a Vice President or Executive Officer appointed by the Board of
Directors at a meeting called specifically for this purpose; and (iii) when on leave for 120 days or
more, or when vacancies fall open, the Board of Directors shall be convened to elect the new CEO
pursuant to the proceedings established in these Bylaws.
Article 41. The Vice Presidents shall be substituted: (i) for absence or inability or leave of absence for
a period not exceeding 120 days, by another Vice President or Executive Officer appointed by the
CEO; and (ii) when the absence if for a period of 120 days or more, or there is a vacancy, the Board of
Directors shall be convened to elect the new Vice President, under the procedures established in
paragraph 1 of Article 34.
Article 42. The Executive Officers shall be substituted: (i) for absence or inability or leave of absence
for a period not exceeding 120 days, by another Vice President or Executive Officer appointed by the
CEO; and (ii) when the absence is for a period of 120 days or more, or there is a vacancy, the Board
of Directors shall be convened to elect the new Executive Officer, under the procedures established
in paragraph 1 of Article 34.
Subsection III - Company Representation
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Article 43. Except as otherwise provided in the paragraphs of this Article, the Company shall be
represented and shall only be deemed bound by an act or signature:
(a) of the CEO jointly with a Vice President or Executive Officer;
(b) of two Vice Presidents;
(c) of the CEO or any Vice President or Executive Officer jointly with an attorney-in-fact with specific
powers; or
(d) of two attorneys-in-fact with specific powers.
Paragraph 1. No acts for which these Bylaws require prior authorization from the Board of Directors
shall be valid without this approval.
Paragraph 2. The Company may be individually represented by the CEO, a Vice President or an
attorney-in-fact holding specific powers to:
(a) represent the Company in routine activities performed outside the Companys principal place of
business;
(b) represent the Company at Shareholders Meetings and meetings of the partners at companies in
which the Company holds an interest;
(c) represent the Company in court, except for acts that entail waiving rights; or
(d) represent the Company in simple administrative routines, including those related to public
agencies, mixed-capital companies, boards of trade, labor courts, the National Social Security
Institute (Instituto Nacional do Seguro Social), or INSS, the Employees Time in Service Guarantee Fund
(Fundo de Garantia do Tempo de Servio), or FGTS, and banks receiving such payments and other
activities of a similar nature.
Article 44. Powers of attorney shall always be granted or revoked by 2 members of the Joint Board,
establishing the powers of the attorney-in-fact and, except powers of attorney issued for judicial
purposes, these powers shall always be granted for a limited period.
Section IV - Ancillary Administrative Bodies
Article 45. The Company shall have the following mandatory standing committees to advise the
Board of Directors:
(a) Audit Committee;
(b) Nominations and Corporate Governance Committee;
(c) Intermediation Industry Committee;
(d) Pricing and Products Committee;
(e) Compensation Committee;
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(f) Finance and Risk Committee; and
(g) Chamber Services Management Committees.
Paragraph 1. The Committees shall likewise perform their functions with regard to companies in
which the Company has an interest.
Paragraph 2. The Board of Directors may establish additional committees charged with advising
Management on specific matters of limited scope, for a limited time period. In this event, the Board
will also appoint the committee members.
Paragraph 3. The Board of Directors shall also regulate the operation and establish the compensation
of the committee members.
Subsection I - Audit Committee
Article 46. The Audit Committee is established as a standing board advisory committee whose
membership shall be composed of up to six independent members. No more than two audit
committee members shall be Independent Directors; the other members shall be external independent
members (External Members) and fulfill the requirements set forth in paragraph 3 of this Article
46. At least one audit committee member shall be required to have recognized experience in corporate
accounting.
Paragraph 1. Except as provided under paragraph 2 of this Article, the Nominations and Corporate
Governance Committee shall recommend candidates for the Audit Committee, whose members the
Board of Directors shall then appoint for two-year terms, reelection for successive terms being
permitted, provided the combined terms shall not exceed a maximum period of 10 years.
Paragraph 2. Where two (2) Independent Directors are appointed to serve as Audit Committee
members, one shall serve for a one-year term only, reelection not being permitted.
Paragraph 3. The External Members of the Audit Committee shall meet the following requirements:
(a) being knowledgeable or well experienced in auditing, compliance and controls, accounting and
taxation and other related matters;
(b) holding no position in the Board of Directors or Executive Management Board of the Company
or its subsidiaries;
(c) holding no interest in Company shares, including no interest held by a spouse or domestic
partner;
(d) holding no controlling or minority interest in, and not acting as, management member or
employee of, a shareholder of the Company or its subsidiaries;
(e) in the 12-month period preceding their appointment, not having had ties with: (i) the Company,
its subsidiaries or, as the case may be, its direct or indirect controlling shareholders or companies
under common (direct or indirect) control; (ii) any of the directors and officers of the Company and
its subsidiaries or, as the case may be, their direct or indirect controlling shareholders; (iii) holders
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of permits for access to markets the Company operates; and (iv) a shareholder or Shareholder Group
holding an interest in 10% or more of the issued and outstanding shares of voting stock of the
Company; and
(f) not holding at the time, and in the 5 year period preceding their appointment not having held, a
position as: (i) officer or employee of the Company, its subsidiaries and affiliates or, as the case may
be, its direct or indirect controlling shareholders or companies under common (direct or indirect)
control; or (ii) member and lead auditor of the audit team in charge of auditing the financial
information of the Company;
(g) not being a spouse, or lineal or collateral blood relative to the third degree, or relative by affinity
to the second degree, of any of the persons alluded to in item (f) above; and
(h) fulfill the requirements set forth in paragraphs 4 and 5 of Article 22 of these Bylaws and those of
article 147 of Brazilian Corporate Law.
Paragraph 4. While in office, committee members may be replaced in the following circumstances:
(a) death or resignation;
(b) unjustified absence at 3 consecutive or 6 nonconsecutive meetings over a one-year period; or
(c) pursuant to a well-founded decision of the Board of Directors passed with the affirmative vote of
at least five (5) Directors, a majority of whom must fulfill the requirements in paragraph 6 of Article
22.
Paragraph 5. If a committee seat should become vacant, the Board of Directors shall elect a person to
conclude the term of the outgoing member, as recommended by the Nominations and Corporate
Governance Committee.
Paragraph 6. After stepping down, regardless of length of time previously served, a former
committee member may only be reappointed to a committee seat after at least three (3) years shall
have expired from the end of the relevant term.
Article 47. Without prejudice to the provisions of Paragraphs 1 and 2 of this article, the Audit
Committee shall report to the Board of Directors. The responsibilities of the Audit Committee include,
among other things:
(a) making recommendations to the Board of Directors regarding the retention or replacement of the
independent auditors of the Company, and advising the Board on retaining the independent
auditing firm to perform non-audit services;
(b) supervising the activities of the independent auditors to evaluate (i) their objectiveness
(independence standard); (ii) the quality of their services; and (iii) their suitability vis--vis the
Companys requirements;
(c) supervising the work of the internal auditors of the Company and its subsidiaries, monitoring the
effectiveness and adequacy of the internal audit structure, and the quality and integrity of the
internal and independent auditing processes, performing a yearly assessment of the performance of
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the chief internal auditor, and making improvement recommendations to the Board of Directors, as
may be necessary;
(d) supervising the financial reporting activities of the Company and the subsidiaries;
(e) supervising the internal controls activities of the Company and the subsidiaries;
(f) monitoring the quality and integrity of the quarterly financial information, and of the annual and
interim financial statements prepared by the Company and its subsidiaries, making
recommendations as may be necessary;
(g) monitoring the quality and integrity of the internal control mechanisms of the Company and the
subsidiaries, making recommendations to improve policies, practices and processes, as may be
necessary;
(h) evaluating the effectiveness and adequacy of risk control and risk management systems,
including as related to legal, tax and labor risks;
(i) advising the Board of Directors, prior to release, about the annual internal audit report that
assesses the internal controls structure and enterprise risk management system of the Company;
(j) on request of the Board of Directors, making recommendations on management proposals to be

put forward to the Shareholders Meeting regarding changes to the capital stock (share issues),
issuance of debentures or warrants, the capital expenditure budgets, dividend distributions,
transformation of corporate type, or merger, consolidation or spin-off transactions; and
(k) monitoring the quality and integrity of data and measurements released on the basis of adjusted
financial or other information, which add information unanticipated in the customary financial
reporting structure;
(l) monitoring and assessing risk exposures incurred by the Company, for this purpose being
permitted to request detailed information on policies and processes related to (i) management
compensation; (ii) use of Company assets; and (iii) expenses incurred by the Company;
(m) working in cooperation with management and the internal auditors to monitor and assess the
internal audit department of the Company, and the adequacy of transactions with related parties
carried out by the Company and the related documentation;
(n) advising the Board of Directors on matters the directors may refer to the committee and any other
matter the latter may consider of importance.
Paragraph 1. The Audit Committee shall prepare an annual report in summary form which will be
released in conjunction with the annual financial statements, which report shall contain at least the
following information: (i) the activities performed in the period, its findings and recommendations;
(ii) an evaluation of the effectiveness of the internal controls and risk management systems adopted
by the Company; (iii) a description of recommendations made to management and evidence of
implementation; (iv) an evaluation of the effectiveness of both internal and independent audit work;
(v) an evaluation of the quality of the financial reports and the internal audit report regarding internal
controls and risk management processes prepared for the period; and (vi) any instance denoting
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significant disagreement between the committee and management or the independent auditors
relative to the financial statements of the Company.
Paragraph 2. The Coordinator of the Audit Committee or, in his absence or inability, another
committee member designated by him, shall meet with the Board of Directors at least on a quarterly
basis to report on the committee activities. Where necessary or convenient, the Coordinator or, as the
case may be, his designated substitute, shall invite other committee members to join him at the
meeting with the Board.
Paragraph 3. The Audit Committee shall be assured proper channels to receive claims of improper
practices within the scope of the activities it oversees, including confidential, internal or external
claims.
Article 48. The Audit Committee shall approve, by a majority of votes, the proposed Regulation to
govern its own operation, which it shall forwarded for approval by the Board of Directors.
Sole paragraph. In performing its functions, the Audit Committee shall be granted access to any
information it may require. The Audit Committee shall be functionally autonomous and operate on
funds appropriated in the budget, as approved by the Board of Directors, so it may carry out or order,
or retain external, independent consultants or specialists to perform, special evaluations, assessments
or investigations within the realm of the Committees responsibilities.
Subsection II Nominations and Corporate Governance Committee
Article 49. The Board of Directors shall establish a Nominations and Corporate Governance
Committee, which shall comprise three or four members, at least two of them being independent
members.
Sole paragraph. With the main purpose of preserving the credibility and legitimacy of Company and
its subsidiaries, the Nominations and Corporate Governance Committee shall:
(a) Identify, recruit and nominate potential board members for election by the Shareholders Meeting,
due regard being given to applicable legal requirements and requirements of these Bylaws;
(b) Identify, recruit and nominate potential Board Advisory Committee members for appointment
by the Board of Directors persons, due regard being given to applicable legal requirements and
requirements of these Bylaws;
(c) identify, recruit and nominate potential replacements to fill in vacant Corporate Governance
Committee seats, whose term of office shall extend through to the date of the subsequent
Shareholders Meeting;
(d) Make recommendations to the Board of Directors about the membership and operations of the
Board. In making recommendations as to candidate directors that hold positions in other entities, per
indent e of paragraph 4 of Article 22 above, to pay careful attention to the time availability factor;
(e) Make recommendations to the Board of Directors about advisory committee or work groups
(commission) membership, in addition to conducting periodic reviews of the competencies and
qualifications required from Board members, including as to diversity of expertise and leadership
style;
(f) Support the Board Chairman in organizing a formal process of self-evaluation by each director
and the Chairman as individual members, and the Board as a collective body, which process is to
take place at least once every year having regard to the provisions of the Internal Rules of the Board
of Directors;
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(g) Support the Board of Directors in the process of recruiting and nominating the CEO, in addition
to supporting the latter in recruiting and nominating the other Vice Presidents and Executive
Officers;
(h) Make recommendations to the Board of Directors, upon a proposal from the CEO of the
Company, of the duties of the Vice Presidents and Executive Officers that report directly to the CEO,
according to the organizational structure of the Company;
(i) Make recommendations to the Corporate Governance, upon a proposal from the Joint Board, of
the duties of the Executive Officers that report directly to the Vice Presidents;
(j) Promote and monitor adoption of best recommended corporate governance practices, as well as
monitoring effectiveness of corporate governance processes, suggesting changes, updates and
improvements, as necessary;
(k) Prepare or update, for approval by the Board of Directors, the Corporate Governance Guidelines
and the governance documents of the Company (Regulations, Codes and Policies);
(l) Prepare, for approval by the Board of Directors, the Code of Conduct of the Company, which
shall apply to directors, executive officers, employees and other collaborators and providers of the
Company and its subsidiaries. The Code of Conduct shall be prepared based on the following
principles and Company values: ethical conduct, equality of rights, respect for diversity and
accountability;
(m) Promote and monitor practices aimed at preserving ethical and democratic values, while
ensuring transparency, visibility and access to markets managed by the Company and its
subsidiaries;
(n) Promote and monitor practices for dissemination amongst all Company constituencies of the
Company values and principles of protection of human rights, respect for diversity of gender, race
and faith, while promoting citizenship and social inclusion rights;
(o) Evaluate and make strategy recommendations that add or maintain value to the institutional
image of the Company;
(p) Use efforts to cause the Company to adequately prepare with sufficient advance to the succession
of its executives, particularly of its key executives, especially the CEO and the Vice Presidents; and
(q) Monitor business from the perspectives of sustainability and social responsibility, whereas
supporting the Board in perfecting the Company vision in this regard.
Subsection III Intermediation Industry Committee
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Article 50. The Board of Directors shall establish a Committee of the Intermediation Sector, which
shall be comprised by at least 9 members, from which at least 1 and at most 2 shall be members of the
Board of Directors, whether independent or not, among which one shall exercise the duty of
Coordinator of the Committee, and up to 7 external members shall be designated among persons
with outstanding performance in the intermediation sector or with high capacity and wide
professional experience in matters related to such sector.
Paragraph One. From the external members, the following shall be elected to compose the Committee
of the Intermediation Sector: in addition to one independent member, persons representing at least
intermediary institutions (a) of small, medium and large size, (b) connected to Brazilian and foreign
economic groups, (c) focused on agribusiness, and (d) focused on institutional investors.
Paragraph Two. The Committee of the Intermediation Sector shall be responsible for:
(a) studying the matters under its authority and preparing proposals to the Companys Board of
Directors, making available the material necessary for examination by the Board;
(b) preparing the internal regulations to discipline the operating rules for its operations and submit
it, as well as the respective amendments thereto, for approval by the Board of Directors;
(c) discussing and assessing the problems affecting the intermediary institutions participating in the
markets managed by B3; and
(d) proposing to the Board of Directors suggestions of actions for the purpose of contributing for the
strengthening of such intermediary institutions.
Subsection IV Pricing and Products Committee
Article 51. The Board of Directors shall create a Pricing and Products Committee to be comprised of
at least 6 and at most 9 members, 2 of which shall be Independent Directors, and one shall exercise
the position of Coordinator of the Committee and up to 7 external members shall be designated
among persons (a) with notorious knowledge in treasury products, credit transactions and funds
management and (b) representing Brazilian or international financial institutions.
Paragraph One. The Products and Pricing Committee shall be responsible for:
(a) following up the plans for investments and development of stock exchange, over-the-counter and
credit transactions support products in order to guarantee the compliance of the Business Guideline;
(b) following up the development of the vehicle financing market, notably regarding the
development of the market share;
(c) following up the measuring and implementation of the expense synergy transfer policy for over-
the-counter products;
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(d) assessing the price structure of B3 comparing them to the prices practiced by the main
international stock exchanges;
(e) making pronunciations before the Board of Directors and the Joint Board regarding items a to
d above and before the Board of Directors regarding the proposal submitted by the CEO of the
Company to change the price of the products and services listed in Article 35, clause (g), items (i), (ii),
(iii) and (iv);
(f) proposing, at its discretion, to the CEO to consider changing the pricing and price structure of: (i)
traded derivative and over-the-counter products referenced to: (i.a) registered interest rate in Reais;
(i.b) foreign exchange coupon rate from Reais to US Dollars; (i.c) foreign exchange rate from Reais to
US Dollars; and (i.d) IBOVESPA; (ii) registration of bank capital raising products; (iii) services relating
to the financing unit (vehicles segment and real estate segment), and (iv) any other product and/or
service so demanded by the Committee;
(g) requesting the CEO to provide studies, opinions, technical analyses and information for the
purpose of changing prices affecting (i) traded derivative and over-the-counter products referenced
to: (i.a) registered interest rate in Reais; (i.b) foreign exchange coupon rate from Reais to US Dollars;
(i.c) foreign exchange rate from Reais to US Dollars; and (i.d) IBOVESPA; (ii) registration of bank
capital raising products; (iii) services relating to the financing unit (vehicles segment and real estate
segment), and (iv) any other product and/or service so demanded by the Committee; and
(h) assess any proposal to change the Products and Pricing Committee, notably those relating to the
composition, governance, duties and authorities and making pronunciations before the Board of
Directors regarding the proposed changes as well as any other duties established by the Board of
Directors in its Internal Regulations.
Subsection V Compensation Committee
Article 52. The Board of Directors shall establish a Compensation Committee which shall be
composed of three members of the Board of Directors, two of whom shall be Independent Directors.
Paragraph 1. The Compensation Committee shall be responsible for:
(a) recommending to the Board of Directors, and revising annually, the standards and guidelines that
shape the policy, and the policy concerning compensation of the Companys managers and of the
Committee members and members of other board advisory groups
(b) annually proposing to the Board of Directors the compensation of directors and officers of the
Company, for submission to the Shareholders Meeting;
(c) reviewing and submitting to the Board of Directors the goals and targets related to the Chief
Executive Officer compensation plan, as well as proposing to the Board of Director the evaluating
results of his or her performance;
(d) reviewing and submitting to the Board the CEOs proposal on the goals and targets concerning
the senior executive compensation plans, and assessing the evaluation process implemented by the
CEO with respect to his or her subordinates, monitoring implementation of conclusions and
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resulting actions; and
(e) take action to ensure the Company adopts a competencies and leadership model which is in line
with its strategic plan, including with regard to talent attraction, retention and motivation.
Paragraph 2. The CEO of the Company will be invited to participate in Compensation Committee
meetings as often as may be necessary.
Subsection VI Finance and Risk Committee
Article 53. The Board of Directors shall establish a Finance and Risk Committee composed of at least
four (4) members of the Board of Directors, from which at least 2 of them shall be Independent
Directors.
Sole Paragraph. The Finance and Risk Committee shall be responsible for:
(a) assessing and monitoring exposure to risks inherent to the different business activities of the
Company, with particular focus on structural and strategic risk management;
(b) periodically assessing and making recommendations to the Board of Directors about guidelines
and strategies related to the management of risks inherent to the different business activities of the
Company, and propose specific limits, as may be necessary;
(c) specifically with regard to Central Counterparty Risk, presenting to the Board of Directors
periodic reports providing combined information regarding exposures to typical risk factors, the
quality of collateral taken, and the outcomes of cash flow stress tests;
(d) specifically with regard to Enterprise Risk, presenting to the Board of Directors periodic reports
providing information on the findings from monitoring activities concerning enterprise risk related
to the businesses of the Company with potential to adversely affecting its ability to accomplish the
corporate purposes;
(e) assisting the Board of Directors on their analysis of macroeconomic conditions and the potential
effects thereof on the financial position of the Company;
(f) monitoring and analyzing liquidity, cash flow, the indebtedness policy, the capital structure and
its shares buyback programs, as well as the risk factors to which the Company is exposed; and
(g) making recommendations to the Board of Directors about guidelines for the subjects covered by
Article 61 below, including by assessing proposals regarding allocations to capital reserves.
Subsection VII Chamber Services Management Committees
Article 54. The Board of Directors may establish, based on article 45, paragraph 2, Chamber Services
Management Committees for each payment, settlement or custody chamber under the Brazilian
Payments System (SPB) with which the Company may enter into service agreements.
Paragraph 1. Each Chamber Services Management Committee shall comprise at least 4 members, 2
of whom shall be members of the Board of Directors, of whom 1 shall be an Independent Director,
the CEO, and 1 member appointed by the payment, settlement or custody chamber for which the
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committee was created.
Paragraph 2. Each Chamber Services Management Committee shall remain in operation as long as
the service agreement between the Company and the respective Chamber under the Brazilian
Payments System (SBP) is in force.
Article 55. The Chamber Services Management Committees shall be responsible for:
(a) monitoring the faithful performance by the Company of the service agreement entered into
between the Company and the respective payment, settlement or custody chamber; and
(b) when applicable, monitoring the proper operation of the operating systems administered by the
Company solely in connection with the service agreement entered into between the Company and
the respective payment, settlement or custody chamber under the Brazilian Payments System (SBP).
Article 56. The decisions of the Chamber Services Management Committees shall be approved by a
majority of their members before being submitted to the Board of Directors.
CHAPTER V
FISCAL COUNCIL
Article 57. The Company shall have a Fiscal Council, which shall be comprised of three to five
members, and the same number of alternates, with the powers and authority granted by Brazilian
Corporate Law and operating on a non-permanent basis. The Fiscal Council shall only be instated by
the Shareholders Meeting, upon request by shareholders representing the percentage required by
law or CVM regulations.
Paragraph 1. Fiscal Council members shall be elected by the Shareholders Meeting, which approves
its creation. Their term of office shall expire at the time of the Annual Shareholders Meeting
following their election.
Paragraph 2. If the Company is at any time controlled by a shareholder or controlling group, as

defined in Article 116 of Brazilian Corporate Law, Fiscal Council member elections shall be subject to
paragraph 4, Article 161, of Brazilian Corporate Law.
Paragraph 3. After the Fiscal Council is instated, instatement in office shall be registered in a specific
book, signed by the member of the Fiscal Council taking office, and by previous execution of the
Fiscal Council Member Statement of Consent according to the terms of the Novo Mercado Listing
Rules.
Paragraph 4. Members of the Fiscal Council shall be replaced by their respective alternates, when
absent they are or prevented from exercising the position. If a seat on the Fiscal Council falls vacant,
the respective alternate shall take up the position. If no alternate is available, a Shareholders Meeting
shall be convened to elect a member to conclude the term of office.
Paragraph 5. Members of the Fiscal Council shall receive compensation to be established by the
Shareholders Meeting, which, for each active member, shall be now lower than 10% of the average
amount paid to each Officer, not including benefits, representation fees and profit-sharing.
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CHAPTER VI
FISCAL YEAR, FINANCIAL STATEMENTS AND EARNINGS
Article 58. The financial year shall coincide with the calendar year. The financial statements required
by law shall be drawn up at the end of each financial year.
Paragraph 1. Alongside the financial statements for the year, the Company management bodies shall
present the Annual Shareholders Meeting a proposal on the intended use of net profits, in accordance
with the rules of these Bylaws and Brazilian Corporate Law.
Paragraph 2. In addition to the financial statements for the year, the Company shall also prepare
semi-annual financial statements and produce monthly balance sheets.
Article 59. Any accumulated losses and the income tax provision shall be deducted from the yearly
profit before any allocation to profit sharing payment can be made.
Sole paragraph. Provided the deductions referred to in this Article shall have been made, the
Shareholders Meeting may allocate to profit sharing payment attributable to management up to 10%
of the remaining net income, whereas giving regard to the restrictions foreseen by Brazilian
Corporate Law and these Bylaws.
Article 60. After the deductions contemplated in the preceding Article, 5% of the net profit for the
year shall be used to establish the Legal Reserve, due regard given to the thresholds established by
law.
Paragraph 1. After the allocation to the Legal Reserve, the net profit for the year, as adjusted for
allocations to contingency reserves or reversals thereof, if any, shall be allocated in the following
order: (i) at least 25% for distribution of the mandatory dividend to shareholders (which may be
limited to the amount of the realized net profit for the year, provided the difference shall be recorded
in an unrealized profit reserve); and (ii) without prejudice to the provision of paragraph 3 of this
Article, all net profit thus remaining shall be allocated to bylaws reserves for future investments in
the business and also for the special safeguard funds and other clearing and settlement mechanisms
adopted by the Company to ensure full completion (clearing and settlement) to transactions carried
out on its trading platforms or registered in its systems.
Paragraph 2. The total allocations to bylaws reserves contemplated in (ii) of the preceding paragraph
shall not exceed the capital stock amount.
Paragraph 3. Where in any year the Board of Directors deems the total amount allocated to bylaws
reserves pursuant to paragraph 1 of this Article to be sufficient to meet the purposes thereof, it may:
(i) propose net profit allocations to bylaws reserves at lower amounts than otherwise required under
in item (ii) of paragraph 1 of this Article; and/or (ii) propose a reversal of previously reserved funds
for the same to be distributed as dividends to the shareholders.
Paragraph 4. Upon giving due regard to the allocations contemplated in paragraph 1 of this Article,
and as permitted under Article 196 of Brazilian Corporate Law, the Shareholders Meeting may
decide to retain a portion of the yearly net profit consistent with the allocations foreseen in a
previously approved capital expenditure budget.
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Paragraph 5. The mandatory dividend set forth in item (i) of paragraph 1 of this Article may be
suspended in any year in which the Board of Directors reports at the Annual Shareholders Meeting
that the distribution would be inadvisable given the Companys financial condition. The Fiscal
Council, if active, shall issue an opinion on the matter, and management, acting within five days after
the Shareholders Meeting, shall file a reasoned report with the CVM justifying the recommendation.
Paragraph 6. Any profits retained pursuant to paragraph 5 of this Article shall be recorded in a special
reserve and, if not absorbed by losses in subsequent years, shall be paid out as dividends, as soon as
the Companys financial condition so allows.
Article 61. Upon resolution of the Board of Directors, the Company may:
(a) distribute dividends based on profits ascertained in the semi-annual balance sheets;
(b) prepare balance sheets for periods of shorter than six months and distribute dividends based on
the profits ascertained therein, provided that total dividends paid in each semi-annual period of the
financial year do not exceed the capital reserves mentioned in Article 182, paragraph 1, of Brazilian
Corporate Law;
(c) distribute intermediate dividends based on retained earnings account or existing profit reserves
in the most recent annual or semi-annual balance sheets; and
(d) credit or pay to the shareholders, by resolution of the Board of Directors, interest on shareholders
capital, which shall be ascribed to the value of dividends to be distributed by the Company, and shall
be an integral part thereof for all legal purposes.
Article 62. Shareholders which not receive or claim dividends within a period of three years counted
from the date they were made available for distribution shall lose the rights to receive such dividends,
which shall revert to the Company.
CHAPTER VII
SHAREHOLDERS INTEREST MONITORING
Article 63. Without prejudice to the other provisions of these Bylaws, the Company, represented by
the Investor Relations Officer, shall monitor changes in shareholder ownership interest in order to
prevent and, as the case may be, report on violations of the obligations set forth in Articles 69 and 70
of these Bylaws (as per paragraph 1 of this Article), and present motion for the Shareholders Meeting
to impose penalty as provided in Article 76 of these Bylaws.
Paragraph 1. If, at any time, the Investor Relations Officer identifies a violation of any of the share
limit restrictions relating to any shareholder or Shareholder Group limits, he or she must, within a
maximum period of 30 days, report such circumstances on the Company website on the Internet and
report to: (i) the Chairman of the Board of Directors; (ii) the Chief Executive Officer; (iii) the members
of the Fiscal Council, if instated; (iv) B3; and (v) CVM.
Paragraph 2. The Investor Relations Officer, by his own discretion or in fulfillment to a request of a
regulatory entity, may require that any shareholder or Shareholder Group provides information on
ones or the group members direct and indirect ownership structure, composition of the group,
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including as the case may be, controlling block or corporate group (whether in fact or by law) in
which it or each of them belongs.
CHAPTER VIII
DISPOSITION OF CONTROL; GOING PRIVATE PROCESS (CANCELLATION OF PUBLIC
COMPANY REGISTRATION); DELISTING FROM NOVO MERCADO; PROTECTION OF
WIDESPREAD OWNERSHIP
Section I - Disposition of Control
Article 64. A Disposition of Control, whether implemented in a single or a series of successive

transactions, must be agreed under a condition precedent or dissolving condition that the Acquirer
of Control undertakes to conduct a tender offer to purchase the shares of all other shareholders in
accordance with the conditions and deadlines prescribed by applicable legislation, and in the Novo
Mercado Listing Rules, so as to ensure all shareholders are extended equal treatment as afforded the
Selling Controlling Shareholder.
Article 65. A tender offer shall likewise be required pursuant to Article 64 (i) where warrants or other
securities or instruments convertible into, or exercisable or exchangeable for shares issued by the
Company are sold or transferred in any way which implies a Disposition of Control; or (ii) where
Control over a Controlling Shareholder is disposed of, in which case the Selling Controlling
Shareholder shall be required to disclose the selling price to B3 and provide verifiable documentary
evidence of such price.
Article 66. Any person acquiring Control under a private transaction entered into with a Controlling
Shareholder (regardless of the number of shares thus acquired) shall be required to (i) carry out a
tender offer in the manner prescribed in Article 70, and (ii) refund selling counterparties from whom
it may have purchased shares in stock market transactions over the six months preceding the date of
acquisition of Control, the difference between the selling price per share and the tender offer bid price
per share, as adjusted for inflation through to the refund date. The aggregate refundable amount shall
be allocated amongst the relevant selling counterparties, in proportion to the daily net selling
positions attributable to each such counterparty over the relevant six-month period, and B3 shall
implement the refund process in accordance with its own rules.
Article 67. The Company shall refrain from registering any share transfer to an Acquirer of Control
or subsequent holders of Control until such time as the latter two shall have signed the required Deed
of Adherence to the Novo Mercado Listing Rules.
Paragraph 1. The Company shall not register any Shareholders Agreement regulating the exercise
of Control until such time as the parties thereto shall have signed the Deed of Adherence to the Novo
Mercado Listing Rules referred to in the main provision of this Article.
Paragraph 2. Within the six-month period following any Disposition of Control and the ensuing
tender offer conducted pursuant to Article 61 above, the Acquirer of Control shall, as the case may
be, take appropriate action to restore the minimum free float mandated by the Novo Mercado Listing
Rules.
Article 68. Where shareholders convening in a Shareholders Meeting approve: (i) a going private
process (and deregistration as a public company), the Company or the Controlling Shareholder(s), if
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any, shall conduct a tender offer to purchase all other shares, wherein the bid price shall at least equal
the Economic Value per share, as determined pursuant to a valuation report prepared according to
paragraphs 1 to 3 of this Article, due regard given to other applicable legal and regulatory
requirements; or (ii) a delisting from the Novo Mercado segment either for the shares to trade on
another market or listing segment, or because the unlisted surviving company in a corporate
restructuring process failed to list its shares to trade on the Novo Mercado within one hundred and
twenty (120) days after the date of the meeting which first approved the restructuring process, then
the Controlling Shareholder shall be required to conduct a tender offer for all other shares at a bid
price at least equal to the Economic Value per share, as determined pursuant to a valuation report
prepared according to paragraphs 1 to 3 of this Article, and giving regard to applicable legal and
regulatory requirements.
Paragraph 1. Any valuation report required under the main provision of this Article shall be prepared
by a verifiably experienced, independent, specialist valuation firm, which is not susceptible to being
influenced by the decisions of the Board or Management, the Company or the Controlling
Shareholder(s), if any. In addition, the valuation report shall meet the requirements of paragraph 1
of Article 8 of Brazilian Corporate Law and include the liability clause provided under paragraph 6
of that legal provision.
Paragraph 2. The Shareholders Meeting has exclusive discretion to select a specialized firm or
institution to determine the Economic Value of the Company from a list of the three names presented
by the Board of Directors. The decision shall pass by a majority of affirmative votes cast by
shareholders present at the Shareholders Meeting, disregarding blank votes. Attendance by holders
of record representing at least 20% of all Outstanding Shares shall constitute valid quorum to convene
the Shareholders Meeting on first call, provided that, on second call, the meeting may be held with
any number of attendee shareholders.
Paragraph 3. The costs of the valuation report shall be borne in full by the offeror.
Article 69. Absent a Controlling Shareholder, if shareholders convening in a Shareholders Meeting

approve a delisting from the Novo Mercado segment whether for the shares to trade on some other
market or listing segment, or because the unlisted surviving company in a corporate restructuring
process has failed to have its shares listed to trade on the Novo Mercado within the assigned deadline
(such as provided in item (ii) of the main provision of Article 68 above), then any such delisting shall
be contingent on a tender offer being conducted under the same terms and conditions established
under Article 68 above.
Paragraph 1. The Shareholders Meeting shall in any event name the shareholder or shareholders in
attendance of the meeting which shall be responsible for conducting the tender offer, and the
designated party or parties shall be required to commit expressly to carrying out the tender offer.
Paragraph 2. Where the shareholders meeting approves a corporate restructuring process but fails
to appoint the shareholder(s) responsible for conducting a tender offer if the unlisted surviving
company fails to arrange the listing on the Novo Mercado segment, then the obligation to conduct a
tender offer shall lie with all the shareholders that voted for the corporate restructuring process.
Article 70. A delisting from the Novo Mercado segment triggered by noncompliance with the Listing
Rules, shall require a tender offer to be conducted for all shares at a bid price at least equivalent to
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the Economic Value per share, as determined pursuant to a valuation report prepared according to
Article 68 and paragraphs of these Bylaws and other applicable legal and regulatory rules.
Paragraph 1. In the event contemplated in the main provision of this Article, the Controlling
Shareholder (if any) shall bear the responsibility for conducting the tender offer.
Paragraph 2. Where the event of noncompliance with the Novo Mercado Listing Rules is triggered by
action taken at a Shareholders Meeting, absent a Controlling Shareholder to conduct the tender offer,
the obligation shall lie with the shareholders that voted for the motion leading to noncompliance with
the Listing Rules.
Paragraph 3. Where the event of noncompliance with Novo Mercado Listing Rules (set forth in the
main provision) is triggered by action taken by Management, i.e., an act or fact of Management,
then the Directors and Officers shall be required promptly to call a Shareholders Meeting (pursuant
to Article 123 of Brazilian Corporate Law) for the shareholders to resolve on action required to be
taken to remedy the event of noncompliance with the Listing Rules or, otherwise, decide for a
delisting from the Novo Mercado.
Paragraph 4. Where a Shareholders Meeting called pursuant to paragraph 3 above decides for
delisting from the Novo Mercado segment, it shall also be required to name one or more attending
shareholders to conduct the tender offer, and the latter shall be required to commit expressly to
carrying out the tender offer.
Article 71. It shall be permitted for a single tender offer to be registered with a view to accomplishing
more than one of the objectives set forth under this CHAPTER, the Novo Mercado Listing Rules,
Brazilian Corporate Law and the CVM regulations, provided it must be possible to harmonize the
different offer methods, and provided, further, the procedure shall not be detrimental to the
addressees of the offer and the CVM shall have consented to such tender offer.
Article 72. Where these bylaws, the Novo Mercado Listing Rules, Brazilian Corporate Law or the CVM
regulations require a tender offer to be carried out by the Company or by one or some of the
shareholders, the obligation may be discharged by any willing shareholder or third party. However,
the Company or the shareholder(s) charged with conducting the tender offer shall not be released
from the obligation until such time as the offer completes in accordance with applicable rules.
Section II - Protection of Widespread Ownership
Article 73. Any shareholder or Shareholder Group (Acquiring Shareholder) intending to acquire:
(a) direct or indirect ownership interest in 15% or more of the shares then issued and outstanding; or
(b) other shareholder rights (including rights as usufruct holder) giving the holder a 15% voting
interest in the shares then issued and outstanding, shall be required to obtain prior consent from the
CVM in the manner established under the CVM rules, while giving due regard to the Novo Mercado
Listing Rules, other B3 rules and the provisions under this Chapter.
Sole paragraph. Upon delivering the application to the CVM, the Acquiring Shareholder shall on the
same date forward a copy to the Investor Relations Officer. Pursuant to the CVM regulations, the
Investor Relations Officer shall thereafter promptly release notice to the market disclosing the
application.
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Article 74. Where an Acquiring Shareholder (a) accumulates direct or indirect ownership interest in
no less than 30% of the Company shares then issued and outstanding; or (b) purchases other
shareholder rights (including as usufruct holder) representing a voting interest in over 30% of the
shares then issued and outstanding, such Acquiring Shareholder shall be required (within 30 days
after obtaining authorization from the CVM) to initiate or register a tender offer for all other shares
of the Company, whereas having regard to the provisions of Brazilian Corporate Law, the CVM rules,
the rules of exchanges where the shares are admitted for trading, and the rules set forth in these
Bylaws.
Sole paragraph. The Acquiring Shareholder must meet the CVM requirements and requests within
the deadlines established under applicable regulations.
Article 75. The bid price per share in the tender offer (Bid Price) triggered by accumulation of
material ownership interest shall at least equal the highest market price per share paid by the
Acquiring Shareholder in the six-month period preceding the date when the material interest
threshold (set under Article 74) was hit, as adjusted to account for corporate actions such as
distributions of dividends or interest on shareholders equity, stock splits, reverse splits and bonus
issues, but not for corporate actions related to corporate restructuring processes.
Paragraph 1. The tender offer shall meet the requirements set forth below, and any other
requirements contemplated under CVM Ruling No. 361/02, as amended or substituted from time to
time.
(a) it shall be open to all shareholders;
(b) it shall be carried out in an auction held at the premises of the stock exchange operated by B3;
(c) it shall extend fair and equitable treatment to all shareholders, provide adequate information
regarding the Company and the bidder, and every other element required for shareholders to make
an independent and informed decision on whether to tender their shares;
(d) it shall be irrevocable and irreversible upon publication of the tender offer announcement, per
CVM Ruling No. 361/02;
(e) it shall offer a bid price set in accordance with the main provision of this Article for settlement in
cash, in Brazilian currency; and
(f) it shall attach a report of the valuation of the Company, which shall have been prepared according
to the main provision of this Article.
Paragraph 2. The tender offer requirement set forth in the main provision of Article 74 shall not
preclude other shareholders, or even the Company, if it is the case, from conducting their own
concurrent tender offers, as permitted by applicable regulations.
Paragraph 3. Meeting the requirements set forth under Article 254-A of Brazilian Corporate Law and
Article 64 of these Bylaws shall not exempt the Acquiring Shareholder from fulfilling the
requirements set forth in this Article.
Paragraph 4. The tender offer requirement established in Article 74 shall not apply in the event a
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person becomes the holder of a material interest in 30% or more of the issued and outstanding shares
as a result of any of the following:
(a) Subscription for shares in a single primary offering of shares issued pursuant to a decision taken
at a Shareholders Meeting called by the Board of Directors, where the issue price is determined on
the basis of the Economic Value determined pursuant to a valuation report prepared by a specialist
firm according to the requirements in the paragraphs of Article 68; or
(b) A tender offer conducted for the acquisition of the totality of the Companys shares.
Paragraph 5. Following the published announcement of any tender offer (or exchange offer) made in
response to the provisions of these Bylaws, including as to Bid Price, or in accordance with applicable
regulations, for settlement in cash or in exchange for shares of another public company, the Board of
Directors shall within 10 days consider the tender or exchange offer based on the following
guidelines:
(a) the Board of Directors may retain a specialist firm that meets the requirements set forth in
paragraph 1 of Article 68 to assess the timing and convenience of the offer and, as the case may be,
the liquidity of the shares in the exchange offer, and whether the offer suits the interests of
shareholders and the industry in which the Company operates;
(b) the Board of Directors shall be responsible for releasing a reasoned opinion concerning the offer,
in accordance with item (v) of Article 29 of these Bylaws.
(c) in the event the Directors, acting on their fiduciary duties, take the position that adhering to the
offer is in the best interest of a majority of the shareholders and the domestic capital markets, which
is the economic segment in which the Company operates, the Board shall call an Extraordinary
Shareholders Meeting to be held within 20 days to consider eliminating the voting cap established
in Article 7, provided however this shall be contingent on the bidder (and, for purposes of these
Bylaws, Acquiring Shareholder) completing the offer and becoming the owner and holder of a
minimum of two-thirds (2/3) of the issued and outstanding shares, not including treasury stock;
(d) as an exception, the voting cap established in Article 7 shall not prevail for the decision to be
taken at the Extraordinary Shareholders Meeting contemplated in item (c) above, but solely it the
meeting shall have been called on the initiative of the Board of Directors;
(e) the offer shall be made on an irrevocable and irreversible basis. Where the offer is carried out on
a voluntary basis, it may be subject to minimum tender condition requiring shareholders tendering
at least an aggregate of 2/3 of the outstanding shares, as provided in item (c) above in this paragraph
5, and condition also that the shareholders shall have approved the elimination of the voting cap
established in Article 7 of these Bylaws.
Paragraph 6. Without prejudice to the provision of paragraph 3 above, the calculation of a 30%
interest in the issued and outstanding shares of the Company (as provided in the main provision of
Article 74) shall not include involuntary increments resulting from cancellation of treasury shares, or
share redemption or a reduction in the capital stock amount resulting in cancellation of a
proportionate number of shares.
Article 76. If the Acquiring Shareholder fails to comply with the obligations foreseen in this Chapter,
Page 39 of 111
including compliance with the deadlines for (i) initiating or applying to register a tender offer; or (ii)
responding to CVM demands or requests, the Board of Directors shall call an Extraordinary
Shareholders Meeting to consider suspending the rights of the Acquiring Shareholders, pursuant to
Article 120 of Brazilian Corporate Law, at which meeting the Acquiring Shareholder shall not be
entitled to vote.
Article 77. Where a tender offer required under the provisions of these Bylaws is materially
detrimental to the rights of shareholders, the Novo Mercado Listing Rules shall prevail over the
provisions of these Bylaws.
CHAPTER IX
DEFINITIONS
Article 78. For purposes of these Bylaws, the capitalized terms below shall have the following
meanings:
(a) Acquiring Shareholder means any person (including, for example, any natural or legal person,
mutual or investment fund, open or closed- end condominium, securities portfolio, universality of
rights or other form of organization, resident, domiciled or based in Brazil or elsewhere), including
a Shareholder Group, or group of persons bound under a voting agreement with the Acquiring
Shareholder, and/or sharing similar interests with the Acquiring Shareholder, where any such person
subscribes for, or acquires shares issued by the Company. Examples of persons sharing similar
interests with the Acquiring Shareholder include any person (i) controlled or managed by an
Acquiring Shareholder; (ii) controlling and managing the Acquiring Shareholder in any way; (iii)
controlled or managed by any person that directly or indirectly controls or manages the Acquiring
Shareholder; (iv) in which the controlling shareholder of the Acquiring Shareholder directly or
indirectly holds ownership interest in at least 30% of the outstanding shares; (v) in which the
Acquiring Shareholder has a direct or indirect interest in at least 30% of the outstanding shares; or
(vi) which directly or indirectly holds an interest in at least 30% of the outstanding shares of the
Acquiring Shareholder;
(b) Shareholder Group means a group of persons: (i) bound by oral or written agreement or
contract of any nature, including Shareholder Agreements, directly or through subsidiaries,
controlling companies or companies under common control; or (ii) between which there is a control
relationship; or (iii) under common control; or (iv) representing common interests. Examples of
persons representing a common interest include: (v) the direct or indirect owner of a shareholding
representing 15% or more of the capital stock of another entity; and (vi) two persons with a common
third-party investor directly or indirectly holding shares equivalent to 15% or more of the capital
stock of each of these two persons. Any joint ventures, funds for investment clubs, foundations,
associations, trusts, tenancies in common, cooperatives, securities portfolios, universality is of rights
or any other manner of organization or venture, established in Brazil or abroad, shall be considered
part of a single Shareholder Group, whenever two or more of these entities are: (vii) managed or
administered by the same legal entity or parties related to a single legal entities; or (viii) when the
majority of their management is common to both entities, however for investment funds with the
same manager, only those for which the manager is responsible for any decision on votes cast at
Shareholders Meetings, at its discretion, shall be considered members of the Shareholder Group,
subject to the respective regulations.
Page 40 of 111
(c) Independent Director means a Director that meets the independence standards set forth in
Paragraphs 6 and 7 of Article 22 of these Bylaws.
(d) Institutional Investor means any investor that (i) under CVM rules qualify as qualified buyer;
and (ii) those that are required by law or regulation or the bylaws (whether or not exclusively) to
invest proprietary resources in securities issued by public companies.
Sole paragraph. Capitalized terms used herein which are not defined in these Bylaws have the
meaning ascribed to them under the Novo Mercado Listing Rules.
CHAPTER X
LIQUIDATION
Article 79. The Company shall be dissolved and enter liquidation in the events prescribed by law. It
shall be incumbent on shareholders convening in a Shareholders Meeting to establish the liquidation
method and elect the liquidator or liquidators and the Fiscal Council, if so requested by shareholders
individually or jointly representing proportionate interest in the shares as prescribed by law or the
CVM rules, including as to applicable formalities, and to determine their responsibilities and set their
compensation.
CHAPTER XI
SELF-REGULATION
Article 80. Without prejudice to the responsibilities of the CEO, as established under applicable
regulations, the activities entailing surveillance and oversight of (i) transactions carried out in
markets managed and operated by BM&FBOVESPA and its subsidiaries, (ii) the activities of market
participants holding permits for access to these markets; and (iii) the market organization and
oversight activities performed by the Company and its subsidiaries shall be incumbent on a
subsidiary of the Company organized for this special purpose.
CHAPTER XII
ARBITRATION
Article 81. The Company, the shareholders, the directors and officers and the fiscal council members
(when the Fiscal Council is active) are required to commit to settle by arbitration any and all disputes
involving any of them, related to, or arising from the application, validity, effectiveness,
interpretation, violation and effects of violation of the provisions of these Bylaws, the Brazilian
Corporate Law, the rules and regulations of the Brazilian National Monetary Council, the Central
Bank of Brazil and the Brazilian Securities Commission, the Novo Mercado Listing and Sanctions
Regulations, the Novo Mercado Listing Agreement, and the Arbitration Regulation adopted by the
Market Arbitration Chamber, as well as other rules and regulations applicable to the Brazilian capital
markets. Any arbitration proceedings will be conducted by the Market Arbitration Chamber
(established by B3) under its adopted Arbitration Regulation.
CHAPTER XIII
GENERAL PROVISIONS
Article 82. The Company shall observe the terms and conditions of the Shareholders Agreements
filed at the Companys headquarters which do not conflict with the provisions of these Bylaws.
Page 41 of 111
Management shall not register share transfers or transfers of other securities that fail to comply with
the terms of Shareholder Agreements and the chair of the Shareholders Meetings shall not include
votes cast that breach terms of such agreements, under item (k) Article 29.
Article 83. The Company shall indemnify and hold harmless its Managers, external members of the
Audit Committee established under Article 46 and other employees exercising management position
or duties in the Company or its subsidiaries, as well as any employees or non-employees appointed
by the Company to exercise governance or non-governance positions in any entities in which the
Company holds an interest as a shareholder, member or sponsor (jointly or individually
Beneficiaries) in case of any damage or loss actually suffered by the Beneficiaries as a result of the
exercise of their duties in the Company.
Paragraph One. In case any of the Beneficiaries are sentenced by a final and unappealable judgment
in view of negligence or misconduct, they shall reimburse the Company of all costs and expenses
incurred with legal assistance under the terms of the laws in effect.
Paragraph Two. The conditions and the limits of indemnification subject to this article shall be
determined in a written document to be implemented by the Nominations and Corporate
Governance Committee of the Board of Directors, without prejudice to taking out a specific insurance
for coverage of management risks.
Article 84. The Company shall issue all notices, information, financial statements and periodical
information published or filed with the CVM by e-mail to all shareholders registering for this
information in writing, for a period not exceeding two years and indicating their e-mail address; this
communication shall not the supersede legally-required publications and shall be subject to express
shareholder waiver of any Company liability for transmission errors or omissions.
Article 85. The Company may not make any donation, in kind or in assets, to any political parties,
election campaigns, candidates and similar committees, whether directly or indirectly.
Article 86. Where these Bylaws are silent on an issue, the matter shall be resolved at a Shareholders
Meeting, provided due regard shall be given to the Novo Mercado Listing Rules and the provisions of
Brazilian Corporate Law.
CHAPTER XIII
TEMPORARY PROVISION
Article 87. After the date in which the approval of the business combination with CETIP is effective
by all the relevant regulators, the maximum number of members of the Board of Directors referred
to in Article 22 shall be increased to 14, which shall be in force for a period of up to two (2) years
following the start of the term of office of such members, limited, however, to the expiration of the
term of office of the Board of Directors then in force.
Page 42 of 111
Page 43 of 111

Management Proposal Second Call AGE 10 5 2017 COMSOLIDADO

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MANAGEMENT PROPOSAL AND GUIDELINES ON

MANAGEMENT PROPOSAL AND GUIDELINES ON PARTICIPATING IN

CLARIFICATION AND GUIDELINES

Date: May 10, 2017

A. PARTICIPATION IN THE EXTRAORDINARY SHAREHOLDERS

As already mentioned, the Extraordinary Shareholders' Meeting was previously called to be

The participation of shareholders may be in person, or by a duly appointed attorney-in-

For individuals shareholders identity document with photograph

For legal entities

For investment funds latest regulations of the fund

A.1. Guidelines on Personnel Attendance

Shareholders who wish to participate in the Companys Extraordinary Shareholders Meeting

A.2. Guidelines on Participation via Remote Vote Bulletin

A.3. Guidelines on Participation by means of an attorney-in-fact

A.3.1. Physical Proxy

Proxies must be granted in the traditional manner as physical instruments.

1) To vote IN FAVOR of the matters on the agenda:

Snia Aparecida Consiglio Favaretto, Brazilian, married, journalist, with address at

2) To vote AGAINST the matters on the agenda:

3) To ABSTAIN on matters on the agenda:

The model proxy instrument for these purposes is shown below.

instruments granted by the shareholders to their respective representatives to be

(SHAREHOLDER), [DESCRIPTION] (Grantor), in its capacity as a shareholder of

Snia Aparecida Consiglio Favaretto, Brazilian, married, journalist, with address at

For ( ) Against ( ) Abstain ( )

(2) To resolve on the amendment to the following articles of BM&FBOVESPAs By-

For ( ) Against ( ) Abstain ( )

(b) to enlarge the corporate purpose of BM&FBOVESPA to include activities included

For ( ) Against ( ) Abstain ( )

For ( ) Against ( ) Abstain ( )

For ( ) Against ( ) Abstain ( )

For ( ) Against ( ) Abstain ( )

For ( ) Against ( ) Abstain ( )

For ( ) Against ( ) Abstain ( )

(h) In compliance with the By-Laws of CETIP, to create Services Management

For ( ) Against ( ) Abstain ( )

For ( ) Against ( ) Abstain ( )

(j) To increase from 13 to 14 the maximum number of members of the Board of

For ( ) Against ( ) Abstain ( )

(k) To amend the wording of Articles 3, sole paragraph, idents d and e; 8,

For ( ) Against ( ) Abstain ( )

(l) For the purposes of renumbering and amending or including cross-references, to

For ( ) Against ( ) Abstain ( )

(m) to restate the amendments to the By-laws approved in this Meeting.

For ( ) Against ( ) Abstain ( )

[city], [month] [day], [2017]

The documents referred to in A and A.3.1 may be delivered to Companys headquarters

However, in order to facilitate shareholders access to the Shareholders Meeting, we are

Companys Management is submitting the following proposals to the Extraordinary

B.1. Matters to be resolved on at the Extraordinary Shareholders Meeting

Item Two To resolve on amendments to the Companys By-Laws, as proposed by the

(v) rebalance the attributions of the management bodies, so as to optimize the

subsidiaries or that have been appointed to statutory positions in entities in which

C. Documents Pertaining to the Matters to be resolved on at the

Second Call Notice

Comparative table of the By-Laws and respective justifications

Restated version of the By-Laws

Comparative Table of The Bylaws

Current Bylaws Proposed Amended Bylaws Justification/Comments

Article 3. The Companys corporate purpose is to

I Surveillance of exchange markets for the

III Rendering of registration, clearing and physical and