Bylaws

CHAPTER I - NAME, HEADQUARTERS, PURPOSE AND DURATION


Article 1 - CR2 EMPREENDIMENTOS IMOBILIÁRIOS S.A. ("Company") is an authorized capital corporation, ruled by these present Bylaws and by legal provisions, especially Law 6,404 as of December 15, 1976, and further amendments ("Brazilian Corporation Law").


Sole Paragraph - With the Company‘s listing on Novo Mercado of the São Paulo Stock Exchange ("Novo Mercado" and "BOVESPA" respectively), the Company, its shareholders, managers and members of the Fiscal Council instated, are also subject to the provisions of BOVESPA‘s Novo Mercado Listing Rules ("Novo Mercado Listing Rules").


Article 2 - The Company is headquartered and domiciled in the City and State of Rio de Janeiro.


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


Article 3 - The Company´s purposes are the acquisition of property, of any nature, for sale, lease, development, investment, incorporation of real estate entrepreneurships, with construction and sale of the units done by third parties contracted for this purpose, and the Company can also participate in other companies, entrepreneurships and consortiums, as a shareholder, partner, quota holder or consortium member.


Article 4 - The Company‘s duration is indeterminate.



CHAPTER II - CAPITAL STOCK


Article 5 - The Company‘s capital stock, fully subscribed and paid-up, is three hundred fifty-six milion nine hundred forty-nine thousand five hundred sixty-three reais and forty-six cents (R$356,949,563,46), represented by forty-eight million four hundred forty-three thousand and sixty-two (48,443,062) non-par, book-entry, registered common shares.


Paragraph 1 - The Company‘s capital stock shall be exclusively represented by common shares.


Paragraph 2 - Each registered common share shall be entitled to one vote at the Company‘s General Meetings resolutions.


Paragraph 3 - All the Company‘s shares shall be book-entry and shall be held in deposit account, on behalf of its titleholders, in a financial institution authorized by the Brazilian Securities and Exchange Commission ("CVM") with which the Company maintains custody agreement in force, without issuing certificates. The depositary institution may charge from shareholders the service cost for the transfer and registration of ownership of book-entry shares, as well as the service costs related to shares under custody, observing the maximum limits determined by CVM.


Paragraph 4 - The issue by the Company of preferred shares or founder‘s shares is forbidden.


Paragraph 5 - Shares are indivisible in relation to the Company. When a share is held by more than one person, the rights granted thereto shall be exercised by the representative of the pool of investors.


Paragraph 6 - The shareholders have preemptive right, in proportion of their respective interest, upon subscription of shares, debentures convertible into shares or subscription bonus issued by the Company, which may be exercised within thirty (30) days.


Article 6 - The Company is authorized to increase the capital stock up to the limit of sixty million (60,000,000) common shares, including the shares already issued, irrespective of amendment to bylaws.


Paragraph 1 - The capital stock increase shall be made by means of resolution of the Board of Directors, which shall be liable for setting forth the issue conditions, including price, term and payment conditions. Should occur subscription with payment in assets, the capital increase shall be the responsibility of the General Meeting, hearing the Fiscal Council, if instated.


Paragraph 2 - Within the limit of authorized capital, the Company may issue common shares, debentures convertible into common shares and subscription bonus.


Paragraph 3 - At discretion of the Board of Directors, the preemptive right may be excluded or the term for its exercise may be reduced, upon issue of common shares, debentures convertible into common shares and subscription bonus, the placement of which is made by means of (i) sale on stock exchange or public subscription or (ii) share swap in a takeover bid, pursuant to law and within the limit of authorized capital.


Article 7 - The Company may by decision of the Board of Directors acquire own shares to be held in treasury and further disposal or cancellation, up to the balance amount of profit and reserves, except for legal reserve, without decreasing capital stock, in compliance with legal provisions and applicable rules.


Article 8 - The Company may by decision of the Board of Directors and in accordance with the plan approved by the General Meeting, to grant stock option or share subscription, without preemptive right to shareholders, on behalf of managers, employees or individuals who provide services to the Company, and such option may be extended to managers or employees of companies directly or indirectly controlled by the Company.



CHAPTER III - MANAGEMENT


Section I - General Provisions


Article 9 - The Company shall be managed by a Board of Directors and a Board of Executive Officers, pursuant to the duties and powers granted by applicable laws and by these present Bylaws.


Article 10 - The managers´ investiture is subject to the previous signature of the Management Statement of Consent referred to by the Novo Mercado Rules, waived any guarantee of office. The managers immediately after being vested in office shall notify the BOVESPA about the quantity and the characteristics of securities issued by the Company, to which they are directly or indirectly titleholders, including derivatives.


Article 11 - The Annual General Meeting shall set forth the annual global compensation of the Company‘s management, and it shall be incumbent upon the Board of Directors to resolve on its distribution.


Section II - Board of Directors


Article 12 - The Board of Directors shall be composed of at least, five (5) and at most nine (9) members, all Company‘s shareholders, elected by the General Meeting, with one(1)-year unified term of office, and may be reelected.


Paragraph 1 - The General Meeting shall determine by absolute majority vote, not counting the absentee votes, prior to their election, the number of the Board of Directors‘ positions to be filled in each term of office, observing the minimum of five (5) members.


Paragraph 2 - At least, twenty per cent (20%) of the Board of Directors‘ members shall be Independent Members, expressly declared as independent members at the General Meeting electing them. The Independent Board Member is that one who (i) does not have any relationship with the Company, except for his/her interest in the capital stock; (ii) he/she is not controlling shareholder, spouse or up to second-degree relative of the controlling shareholder, who is not and for the past three (3) years has not been connected to the company or entity related to the controlling shareholder (excluding from such restriction the persons connected to education and/or research public institutions); (iii) for the past three (3) years he/she is not employee or officer of the Company, of the controlling shareholder or corporation controlled by the Company; (iv) is not supplier or buyer, whether direct or indirect, of services or products of the Company, in magnitude implying loss of independence; (v) is not employee or manager of the company or entity offering or requesting services and/or products to the Company; (vi) is not spouse or up to second-degree relative of any Company‘s manager; or (vii) does not receive any other Company‘s compensation besides that as Board member (excluding from such restriction cash dividends derived from eventual interest in the capital). The Independent Board Member is also the one elected as authorized in paragraphs four and five of Article 141 of the Brazilian Corporation Law. The qualification as Independent Member shall be expressly stated in the minutes of the General Meeting electing the Member.


Paragraph 3 - Should the percentage defined above result in fractional number of board members, it shall be rounded off: (i) to the subsequent number if the fraction is equal or higher than five tenths (0.5); or (ii) to the previous number, if the fraction is smaller than five tenths (0.5).


Paragraph 4 - The Board of Directors members shall be vested in their office by means of signature of investiture instrument drawn up in the Minutes Book of Board of Directors‘ Meetings. The Board of Directors members may be removed from office at any time by the General Meeting, and shall remain in the exercise of their respective positions, until the investiture of their successors.


Paragraph 5 - The Board of Directors members shall have renowned reputation and may not be elected as member of the Board of Directors, except for express waiver of the majority of its members, the one who: (i) holds positions in companies deemed as competitors of the Company; or (ii) has or represents conflicting interest with the Company. The voting right by Board of Directors member may not be exercised should impediment factors indicated in this paragraph be further typified.


Article 13 - The Board of Directors shall have one (1) Chairman and one (1) Vice Chairman, who shall be elected by absolute majority of votes of attending members at first meeting of the Board of Directors occurring immediately after the investiture of said members, or whenever vacancy occurs in those positions. In case of absence or temporary impediment of the Chairman of the Board of Directors, the Vice Chairman shall assume the duties of the Chairman. In the assumption of absence or temporary impediment of Chairman and Vice Chairman of the Board of Directors, the Chairman‘s duties shall be performed by another member of the Board of Directors appointed by the Chairman.


Article 14 - The Board of Directors shall hold a meeting ordinarily, six (6) times a year, and extraordinarily whenever called by its Chairman or by its Vice Chairman, by means of written notice delivered, at least, five (5) business days in advance and presenting the agenda of matters to be discussed. Calls may occur by letter acknowledging receipt, fax or any other means, whether or not electronic, allowing acknowledgement of receipt.


Paragraph 1 - In urgent matter, the Board of Directors‘ meeting may be called by its Chairman not observing the term mentioned above, provided that all other Board members are unequivocally aware thereof.


Paragraph 2 - Regardless of formalities provided for in this article, the meeting to which all Board members attend shall be deemed as regular.


Article 15 - The Board of Directors‘ meetings shall be instated in first call with the attendance of the majority of its members, and in a second call, by at least, three (3) members.


Paragraph 1 - The Board of Directors‘ meetings shall be chaired by the Chairman of the Board of Directors and whom appointed by the Chairman to be his secretary. In the event of temporary absence of the Board of Directors‘ Chairman, such meetings shall be chaired by the Vice Chairman of the Board of Directors, or in his absence by board member appointed by majority vote of other members of the Board of Directors, the chairman of the meeting being responsible for appointing the secretary.


Paragraph 2 - In the event of temporary absence of any member of the Board of Directors, the respective member of the Board of Directors may, based on the agenda of matters to be discussed to vote in writing, by means of letter or facsimile forwarded to the Chairman of the Board of Directors, on the date of meeting, or also by e-mail.


Paragraph 3 - In the event of vacancy in the office of any member of the Board of Directors, his/her deputy shall be appointed by Extraordinary General Meeting to conclude the respective term of office. For the purposes of this paragraph, the vacancy occurs with the withdrawal, decease, resignation, proved impediment or disability.


Paragraph 4 - The Board of Directors‘ resolutions shall be taken by affirmative vote of the majority of attending members, or those who voted as provided for by Article 15, paragraph 2 hereof. In case of tie vote in resolutions, the casting vote shall reside with the Chairman of the Board of Directors or as the case may be to the member of the Board of Directors replacing him.


Article 16 - The Board of Directors‘ Meetings shall be held preferably at the Company‘s headquarters. Meetings held by means of conference calls or videoconferences shall be accepted, as well as their recording and transcription. Such participation shall be deemed as personal attendance at said meeting. In this case, the members of the Board of Directors who remotely participated in the Board meeting may vote on the date of the meeting by means of letter, facsimile or e-mail.


Paragraph 1 - The minutes shall be drawn up at the end of each meeting and signed by all the board members personally attending the meeting, and subsequently transcribed in the Minutes Book of the Company‘s Board of Directors. The votes of board members who remotely participated in the Board Meeting or who have voted pursuant to Article 15, Paragraph 2 hereof, shall be equally mentioned in the Minutes Book of the Board of Directors. A copy of the letter, facsimile or e-mail, as the case may be, containing the board member‘s vote, shall be attached to the Minutes Book immediately after the minutes transcription.


Paragraph 2 - The minutes of the Company‘s Board of Directors‘ Meetings along with the resolutions destined to produce effects before third parties shall be published and filed at the commercial entities public registry.


Paragraph 3 - The Board of Directors may invite to its meetings other participants, with a view to following the resolutions and/or rendering clarifications of any nature. However, such participants shall not be entitled to voting rights.


Article 17 - The Board of Directors is mainly responsible for the general guidance on the Company‘s businesses, as well as to control and monitor its performance, especially complying with:

a - to determine the Company‘s business guidelines, approve and review the budgets of the Company;
b - elect and dismiss the Board of Executive Officers and determine the executive officers duties, in accordance with the provisions applicable hereto;
c - to call the General Meeting in cases provided for by law or when it deems convenient;
d - to supervise the Board of Executive Officers‘ management, examining at any time the Company‘s books and documents, requesting information about the agreements entered into or to be entered into by the Company and practicing any other acts necessary to perform their duties;
e - to express its opinion about the management report and accounts, as well as the financial statements of the year, which shall be submitted to the Annual General Meeting;
f - to approve the Company´s positions and salaries plan, and its rules, as well as the issuance and modification of any rule and regulation of the Company´s internal organization.
g - to approve any investment or expenses not provided for in approved budgets, of amounts equal to or higher than 10% of the Company´s net equity in the latest approved quarterly balance sheet;
h - to resolve, by proposal of the Board of Executive Officers and except in the cases of exclusive competence of the Board of Executive Officers, on the disposal or constitution of in rem guarantee on assets and property, or intangible assets, as well as the posting, by the Company, of actual bonds, guarantees, aval guarantee, endorsement, or any type of guarantee on behalf of third parties to amounts equal or superior to 10% of the Company´s net equity of the last quarterly balance sheet approved;
i - to resolve by proposal of the Board of Executive Officers on the Company‘s execution of loan and financing agreements, and other agreements resulting in Company‘s liabilities, to be entered into by the Company, of amount equal to or higher than 10% of the Company´s net equity of the last quarterly balance sheet approved;
j - to authorize by proposal of the Board of Executive Officers the filing of law suits, legal proceedings, and the execution of legal and out-of-court agreements to amounts equal to or higher than 10% of the Company´s net equity of the last quarterly balance sheet approved
k - to select and dismiss independent registered public accountants;
l - to distribute among the Board members and executive officers, individually, the portion of management‘s annual global compensation set forth by the General Meeting;
m - to resolve on the issues submitted by the Board of Executive Officers;
n - to propose to the General Meeting‘s resolution on the destination to be given to the remaining balance of profits of each year;
o - to submit to the General Meeting proposals of capital increase above the limit of authorized capital, or with payment in assets, as well as amendment to Bylaws;
p - to resolve on the issue, placement, price and payment conditions of shares, under the limits of authorized capital, including the granting of stock option pursuant to these Bylaws;
q - to resolve on the issue of simple debentures, non-convertible into shares, unsecured guarantee, and, by delegation of the General Meeting, on the opportunity of issue of debentures and warrant, the means of subscription or placement and the type of debentures to be issued, their compensation, interest payment conditions, profit sharing and debentures refund premium, if any, as well as term and conditions of maturity, amortization or redemption;
r - to resolve on the acquisition of shares issued by the Company for the effects of cancellation or holding in treasury, as well as on their resale or new placement on the market, observing the rules issued by CVM and other applicable legal provisions;
s - to approve the engagement of depositary institution rendering book-entry share services;
t - to resolve on the issue of debt securities in the international market for public or private offering, as well as provide for the issue terms and conditions;
u - to resolve on the issue of commercial papers for public offering in Brazil or abroad, as well as provide for the issue terms and conditions;
v - to define a three-name list of companies which specialize in companies´ economic appraisal to prepare the appraisal report, in the cases provided for in articles 39 and 40 hereof;
w - declare interim dividends, as well as interest on own capital, pursuant to the Brazilian Corporation Law and other applicable laws; and
x - to provide for the order of its works and set forth the rules for its operation, in accordance with the provisions hereof;


Article 18 - It shall be incumbent upon the Chairman of the Board of Directors to represent the Board of Directors in the General Meetings.


Article 19 - The Board of Directors for its assistance may create technical and advisory committees, with defined objectives and duties and composed or not of members of the Company‘s management bodies.


Sole Paragraph - It shall be incumbent upon the Board of Directors to set forth the rules applicable to the committees, including those related to composition, duration of tenure, compensation and operation.


Section III The Board of Executive Officers


Article 20 - The Company‘s Board of Executive Officers shall be composed of, at least, three (3) and at most seven (7) members, whether or not shareholders, resident in the country, elected by the Board of Directors, authorized the accumulation of duties by the same officer, one of them being designated as Chief Executive Officer, one Technical Officer, one Investor Relations Officer, one Financial Officer, one Legal Officer, and others without specific designation.


Article 21 - The members of the Board of Executive Officers shall have three(3)-years unified term of office, and may be reelected. The Executive Officers shall remain in the performance of their positions until the election and investiture of their successors.


Article 22 - The Board of Executive Officers shall meet whenever the corporate businesses so require, being called by the Chief Executive Officer, at least, twenty-four (24) hours in advance, or by two thirds (2/3) of the Executive Officers, in this case, at least, forty-eight (48) hours in advance and the meeting shall only be instated with the attendance of the majority of its members.


Paragraph 1 - The Chief Executive Officer shall be substituted by the Executive Vice President during absences or temporary impediments


Paragraph 2 - Should occur any vacancy in the Board of Executive Officers, it shall be incumbent upon the Board of Executive Officers as a joint committee to appoint among its members, a deputy who shall cumulate on a provisional basis, the duties of the replaced member, enduring the interim replacement until position is definitively filled to be decided by the first meeting of the Board of Directors to be held, which shall occur within no later than thirty (30) days after such vacancy, the deputy then elected acting until the expiration of the Board of Executive Officers‘ term of office.


Paragraph 3 - The Executive Officers may not be absent from the performance of their duties over thirty (30) consecutive days, under the penalty of losing their term of office, except for leave granted by the Board of Executive Officers.


Paragraph 4 - The Board of Executive Officers‘ meetings may be held by means of conference call, videoconference or other means of communication. Such participation shall be deemed as personal attendance at said meeting. In this case, the members of the Board of Executive Officers participating remotely in the Board of Executive Officers‘ meeting shall vote by means of letter, facsimile or e-mail.


Paragraph 5 - The minutes shall be drawn up at the end of each meeting and signed by all the board members personally attending the meeting, and subsequently transcribed in the Minutes Book of the Company‘s Board of Directors. The votes of Executive Officers participating remotely in the Board of Executive Officers‘ meeting or voting pursuant to paragraph 1 of this Article shall be equally mentioned in the Minutes Book of the Board of Executive Officers, and a copy of the letter, facsimile or e-mail, as the case may be, containing the Executive Officer‘s vote shall be attached to the Book immediately after the minutes transcription.


Article 23 - The resolutions of the Board of Executive Officers‘ meetings shall be taken by majority vote of those attending each meeting. In case of tie vote in resolutions, the casting vote shall reside with the Chairman of the Board of Directors or, in his absence, by the Executive Vice President.


Article 24 - It shall be the responsibility of the Board of Executive Officers to manage the business in general and to such end to take all acts necessary or deemed as convenient, except for those the responsibility of which rests with on the General Meeting or the Board of Directors by force of law or these Bylaws. The Executive Officers in the exercise of their duties may carry out all the operations and practice all the acts necessary to conduct the objectives of their position, in compliance with the provisions hereof as to the form of representation and their competence for the practice of certain acts, as well as the business general guidance set forth by the Board of Directors, including to resolve on and approve the application of funds, compromise, waive, assign rights, acknowledge indebtedness, settle agreements, make commitments, contract obligations, enter into agreements, acquire, dispose and encumber property and assets, to post guarantee, aval guarantee and sureties, issue, endorse, pledge, discount, withdraw and vouch for bonds in general, as well as to open, transact and close accounts at credit establishments, pursuant to the legal restrictions and those set forth hereby.


Paragraph 1 - It shall be incumbent upon the Board of Executive Officers:

a - to comply with and cause the compliance with these Bylaws and resolutions of the Board of Directors and of the General Meeting;
b - to represent the Company, in compliance with duties and powers set forth herein and by the General Meeting;
c - to resolve on the opening, closing and alteration in addresses of branches, agencies, offices or representations of the Company in any part of the country or abroad;
d - yearly submit to the examination of the Board of Directors, the Management Report and the Board of Executive Officers‘ accounts, accompanied by the report of independent registered public accountants, as well as the proposal of allocation of profits verified in the previous year;
e - to elaborate and propose to the Board of Directors the Company´s business, operational and investment plans;
f - to approve the creation and the extinguishment of subsidiary and controlled companies, as well as the Company‘s interest in the capital of other companies, in the country or abroad;
g - to approve the acquisition and disposal of quotas or shares, or any other security issued by simple or business companies;
h - to establish the basic guidelines for provision and people management of the Company;
i - to prepare the Company‘s organization plan and issue the corresponding rules;
j - to propose to the Board of Directors the creation, establishment of payment dates and the extinction of a new position or job in the Company´s Board of Executive Officers;
k - to resolve and decide on any issue which is not the private responsibility of the General Meeting or the Board of Directors;


Paragraph 2 - It shall be incumbent upon the Chief Executive Officer, besides coordinating the Executive Officers‘ acts and directing the execution of activities related to the Company‘s general planning: (i) plan, coordinate, organize, oversee and direct the Company‘s activities; (ii) call for and chair the meetings of the Board of Executive Officers; (iii) report to the Board of Directors about the Company´s activities and the status of its operations; (iv) define the Company´s human resources policies; (v) supervise in general the incumbencies and duties of the Board of Executive Officers; and (vi) exercise other activities assigned to him or her by the Board of Directors.


Paragraph 3 - It shall be incumbent upon the Technical Director (i) to plan, coordinate, organize, oversee and direct the activities relating to real estate purchase and sale, lease, division of land into lots, real estate development, or the construction of property targeted at sale or lease; (ii) support the Chief Executive Officer in his duties; and (iii) exercise other activities assigned to him or her by the Board of Directors.


Paragraph 4 - It shall be incumbent upon the Investor Relations Officer, among other duties to be assigned to him or her, (i) represent the Company before control agencies and other institutions operating in the capital markets; (ii) provide information to investors, the CVM, Stock Exchanges in which the Company´s securities are traded, and other agencies related to the activities developed in the capital markets, pursuant to applicable laws, in Brazil and abroad; and (iii) keep the publicly-held corporation´s registration updated before the CVM.


Paragraph 5 - It shall be incumbent upon the Financial Officer, in addition to the functions and activities assigned to him by the Board of Directors, observed the policy and orientation previously defined by the Board of Directors: (i) to plan, coordinate, organize, oversee and direct the activities relating to the Company´s financial operations; (ii) manage and apply the financial resources, and the operating and non-operating revenues; (iii) prepare the Company´s financial statements; (iv) be responsible for the Company´s bookkeeping in compliance with legal resolutions; (v) support the Chief Executive Officer in his duties; and (vi) exercise other activities assigned to him or her by the Board of Directors.


Paragraph 6 - It shall be incumbent upon the Legal Officer to (i) to plan, coordinate, organize, oversee and direct the activities relating to the Company´s legal and regulatory matters; (ii) support the Chief Executive Officer in his duties; and (iii) exercise other activities assigned to him or her by the Board of Directors.


Article 25 - The Company shall be deemed as bound in any action when represented:

a - by two (2) Executive Officers, indistinctly, or by one (1) Executive Officer jointly with one (1) attorney-in-fact duly empowered; and
b - by two (2) attorneys-in-fact jointly with special powers, duly empowered.


Sole Paragraph - The powers of attorney shall be granted on the Company‘s behalf with the signature of two Executive Officers, and shall specify the powers granted and except for the powers of attorneys for legal purposes, shall be valid for at most one (1) year.



CHAPTER IV - GENERAL MEETINGS


Article 26 - The General Meeting shall be held, ordinarily, within the four (4) months subsequent to the end of each fiscal year and, extraordinarily, whenever the corporate interests so determines, and the relevant law and governing provisions hereof shall be observed in its call, instatement and resolution.


Sole Paragraph - General Meetings shall be called at least fifteen (15) consecutive days in advance, and presided over by the Chairman of the Board of Directors, or, in his absence, by his deputy. A shareholder appointed by the Chairman of the Meeting among those attending shall be the secretary.


Article 27 - To bring an issue before the General Meeting, the shareholder shall file at the Company, at least two (2) days prior to the date of the respective meeting: (i) a document issued by the trustee of the book-entry shares evidencing his/her ownership, or custody of the shares, pursuant to Article 126 of the Brazilian Corporation Law and/or related to shareholders participating in the fungible custody of registered shares, the statement containing the respective shareholding, issued by the appropriate agency; and (ii) a power of attorney, duly authorized as provided for by law and these Bylaws, for any shareholder‘s legal representative. The shareholder or his/her legal representative shall attend the General Meeting with documents proving his/her identification.


Paragraph 1 - At the General Meeting, a shareholder may be represented by an attorney-in-fact empowered for less than one (1) year, whether as a shareholder, a Company‘s administrator, an attorney, a financial institution or an assets manager representing a group of institutional investors.


Paragraph 2 - Resolutions of the General Meeting, except the special assumptions provided for by law and these Bylaws, shall be passed by majority of votes of the attending shareholders, not counting absentee votes.


Paragraph 3 - The minutes of the Meetings shall be drawn up in the summary format of facts occurred, including dissidences and protests, containing the transcription of resolutions taken, observing the provision in paragraph 1 of article 130 of the Brazilian Corporation Law.


Article 28 - In addition to the duties provided by law, the General Meeting shall:

a - ascertain the management accounts, examine, discuss and vote the financial statements;
b - elect and dismiss the Board Members;
c - establish the global compensation for the Members of the Board of Directors and the Board of Executive Officers, as well as for the Fiscal Council, if applicable;
d - amend the Bylaws;
e - resolve on the winding-up, liquidation, merger, spin-off, incorporation of the Company, or of any company into the Company;
f - establish bonuses in shares and decide on the grouping and splitting of shares;
g - approve the granting of stock options plan to its management and employees and individuals who provide services to the Company, as well as to managers and employees of other direct or indirect subsidiaries of the Company;
h - resolve, pursuant to the proposal presented by the management, on the distribution of net income for the year and distribution of dividends;
i - resolve on the capital increase, pursuant to the provisions of these Bylaws;
j - elect the liquidator, as well as the Fiscal Council that shall be instated during the liquidation period;
k - resolve on the deregistering of the company before the CVM;
l - resolve on the delisting from the (Novo Mercado) segment, which shall be informed to the Bovespa in written notice, 30 (thirty) days prior to the delisting; and
m - appoint of specialized company responsible for the preparation of appraisal report in the events set forth in articles 39 and 40 hereof, among the companies appointed in a three-name list prepared by the Board of Directors;



CHAPTER V - FISCAL COUNCIL


Article 29 - The Company‘s Fiscal Council shall operate on a non-permanent basis, and when instated, shall be composed of three (3) sitting members and equal number of deputies, whether or not shareholders, elected and removed from office at any time by the General Meeting. The Company‘s Fiscal Council shall be composed of, instated and remunerated according to the laws in force.


Paragraph 1 - The investiture of the Fiscal Council‘s members shall occur by means of signature of respective instrument in the Company‘s records, subject to the signature of the Statement of Consent on the part of the Fiscal Council‘s members referred to in the BOVESPA‘s Novo Mercado Listing Rules.


Paragraph 2 - The Fiscal Council‘s members shall also immediately after the investiture in office to notify BOVESPA about the quantity and the characteristics of securities issued by the Company to which they are direct or indirect titleholders, including derivatives.


Paragraph 3 - The Fiscal Council‘s members shall be replaced in their absences and impediments by respective deputy.


Paragraph 4 - Should occur any vacancy in the position as member of the Fiscal Council, the respective deputy shall occupy his position. Without any deputy, the General Meeting shall be called to conduct the election of member to the vacant position.


Paragraph 5 - For the position as member of the Company‘s Fiscal Council may not be elected that one maintaining relationship with a company which may be deemed as competitor of the Company, being forbidden, amongst others, the election of person who: (a) is employee, shareholder or member of management, technical or fiscal body of competitor or Controlling Shareholder or Subsidiary of competitor (as defined in article 36); (b) is spouse or up to second-degree relative of member of management, technical or fiscal body of Competitor or Controlling Shareholder or Subsidiary of competitor.


Paragraph 6 - Should any shareholder intend to appoint one or more representatives to compose the Fiscal Council, who were not members of the Fiscal Council in the period subsequent to the last Annual General Meeting, said shareholder shall notify the Company in writing, ten (10) business days in advance in relation to the date of the General Meeting to elect the board members, informing the name, qualification and curriculum vitae of candidates.


Article 30 - When instated, the Fiscal Council shall hold a meeting, pursuant to law, whenever necessary and shall analyze, at least quarterly, the financial statements.


Paragraph 1 - Regardless of any formality, the meeting attended by all the Fiscal Council‘s members shall be deemed as regularly called.


Paragraph 2 - The Fiscal Council expresses by absolute majority vote, with the attendance of the majority of its members.


Paragraph 3 - All the Fiscal Council‘s resolutions shall be included in the minutes drawn up in respective Minutes Book and Reports of Fiscal Council and signed by the attending board members.



CHAPTER VI - FISCAL YEAR, FINANCIAL STATEMENTS AND PROFIT ALLOCATION


Article 31 - The fiscal year shall commence on January 1 and shall end on December 31 of each year, when the balance sheet and other financial statements shall be drawn up.


Paragraph 1 - By resolution of the Board of Directors, the Company may (i) draw up semi-annually, quarterly balance sheets or shorter periods and declare dividends or interest on own capital of profits verified in said balance sheets; or (ii) declare interim dividends or interest on own capital to the profit reserves account existing in the last annual balance sheet.


Paragraph 2 - The interim dividends distributed and interest on own capital may be attributed to the mandatory dividend provided for in article 32 below.


Article 32 - The accrued losses, if any, shall be deducted from the income for the year, before any interest, as well as the provision for income tax and social contribution on income.


Paragraph 1 - The General Meeting from the remaining balance may attribute to the Managers profit sharing, as long as its total exceed neither the annual remuneration of managers nor one tenth of income for the year. The attribution of mandatory dividend provided for in paragraph 3 of this article is condition for the payment of said profit sharing.


Paragraph 2 - The net income for the year shall have the following allocation:

a - five per cent (5%) shall be applied prior to any other allocation when setting up legal reserve, which shall not exceed twenty per cent (20%) of the capital stock. In the year in which the balance of legal reserve accrued of capital reserves amount, referred to by paragraph 1 of article 182 of the Brazilian Corporation Law, exceeds thirty per cent (30%) of the capital stock, the allocation of part of net income for the year for legal reserve shall not be mandatory;
b - a portion by proposal of the management bodies may be earmarked to set up a reserve for contingencies and reversal of same reserves created in previous years, pursuant to article 195 of the Brazilian Corporation Law;
c - a portion shall be earmarked to the payment of annual minimum mandatory dividend to shareholders, observing the provision in paragraph 4 of this article;
d - in the year in which the amount of mandatory dividend, calculated pursuant to paragraph 4 of this article, exceeds the realized portion of the income for the year, the General Meeting may by proposal of the management bodies to earmark the surplus to realizable profit reserve, observing the provision in article 197 of the Brazilian Corporation Law;
e - a portion by proposal of the management bodies may be retained based on previously approved capital budget, pursuant to article 196 of the Brazilian Corporation Law;
f - the Company shall maintain a statutory profit reserve named as "Investments Reserve", which will aim to finance the expansion of the Company‘s activities and/or its subsidiaries and associated companies, including by means of subscription of capital increases or the creation of new ventures, and whose balance plus the balances of the other profit reserves, except the unrealized profit reserve and the contingencies reserve, shall not surpass one hundred percent (100%) of the Company´s subscribed capital stock; and
g - the balance shall have the allocation assigned thereto by the General Meeting, observing the legal precepts.


Paragraph 3 - The shareholders are entitled to receive an annual mandatory dividend not lower than twenty-five per cent (25%) of the net income for the year, decreased or increased from the following amounts: (i) amount earmarked to the legal reserve; (ii) amount earmarked to reserve for contingencies and reversal of same reserves recorded in previous years.


Paragraph 4 - The payment of mandatory dividend may be limited to the amount of realized net income, pursuant to law.


Article 33 - By proposal of the Board of Executive Officers approved by the Board of Directors, subject to the approval of the General Meeting, the Company may pay or credit interest to shareholders, on account of remuneration of own capital of the latter, observing the applicable laws. Eventual amounts thus disbursed may be attributed to the mandatory dividend amount provided for herein.


Paragraph 1 - In the event of credit of interest to shareholders during the fiscal year and attribution thereof to the mandatory dividend amount, the shareholders shall be ensured the payment of eventual remaining balance. In the assumption of dividends amount is lower than what was credited thereto, the Company may not charge the excess balance from shareholders.


Paragraph 2 - The effective payment of interest on own capital, and credit having occurred during the fiscal year, will be made by resolution of the Board of Directors, in the course of the fiscal year or in the following year.


Article 34 - The General Meeting may resolve on the capitalization of profit or capital reserves, including those created in interim balance sheets, observing the applicable laws.


Article 35 - The dividends neither received nor claimed within a three-(3) year period after the date when these were made available to the shareholders shall revert in favor of the Company.



CHAPTER VII - SALE OF SHARE CONTROL, DEREGISTERING AS PUBLICLY-HELD COMPANY AND DELISTING FROM NOVO MERCADO


Article 38 - The direct or indirect Sale of the Company‘s Control, both by means of a single operation and of successive operations, shall be contracted under a suspensive or resolutory condition, by which the acquirer undertakes to conduct a public tender offer for shares of the other shareholders, in accordance with the terms and conditions provided for by laws in force and in the Novo Mercado Listing Rules, so as to ensure them treatment equal to that given to the selling Controlling Shareholder.


Paragraph 1 - For the purposes of these Bylaws, the expressions below shall have the following meaning:

"Controlling Shareholder" - means the shareholder or group of shareholders bound by a shareholders‘ agreement or under common control exercising the Company‘s Power of Control.

"Selling Controlling Shareholder" means the Controlling Shareholder when he promotes the Sale of Company‘s Control.

"Acquiring Shareholder" - means any person (including, but not limited to, any individual or legal entity, investment fund, collective investment entities, securities portfolio, universality of rights, non-personalized entities or any other type of organization, resident, domiciled or headquartered in Brazil or abroad) or group of persons bound by voting agreement with Acquiring Shareholder and/or representing a single interest of the Acquiring Shareholder to subscribe and/or acquire the Company‘s shares. Among the examples of a person representing the same interest of Acquiring Shareholder we include any person (i) directly or indirectly, controlled or administered by said Acquiring Shareholder; (ii) controlling or administering in any way the Acquiring Shareholder; (iii) directly or indirectly controlled or administered by any person controlling or administering, directly or indirectly, the Acquiring Shareholder; (iv) in which the parent company of the Acquiring Shareholder holds, directly or indirectly, an equity interest equal to or higher than twenty per cent (20%) of the capital stock; (v) in which the Acquiring Shareholder holds, directly or indirectly, an equity interest equal to or higher than twenty per cent (20%) of the capital stock; or (vi) holding, directly or indirectly, an equity interest equal to or higher than twenty per cent (20%) of the Acquiring Shareholder‘s capital stock.

"Control Shares" mean the block of shares which ensures, directly or indirectly to its (their) titleholders, the individual exercise and/or shared exercise of the Company‘s Control Power.

"Outstanding Shares" - means all the shares issued by the Company, except for the shares held by the Controlling Shareholder, by persons bound thereby, by the Company‘s managers and those held in treasury.

"Sale of the Company‘s Control" means the remunerated transfer to third party of Control Shares.

"Control" - (as well as its related terms, "Parent Company", "Controlled Company", "under common Control" or "Power of Control") means the power actually employed to direct the corporate activities and guide the operation of the Company‘s bodies, directly or indirectly, either in fact or in law. There is a relative presumption of control ownership in relation to the person or group of persons bound by a shareholders‘ agreement or under common control (group of control) holding shares ensuring said person or group of persons an absolute majority of votes of shareholders attending the last three General Meetings of the Company, even though they are not shareholders ensuring them an absolute majority of the voting capital.

"Group of Shareholders" - means the group of two or more shareholders (a) bound by contracts or agreements of any nature, including shareholders‘ agreements, oral or written, whether directly or by means of Subsidiaries, Parent Companies or under common Control; or (b) among which there is a Control relationship, directly or indirectly; or (c) under common Control; or (d) representing a common interest. The examples of shareholders representing a common interest include, but are not limited to, (i) a shareholder owning, directly or indirectly, an equity interest equal to or higher than twenty per cent (20%) of the capital stock of another shareholder; and (ii) two shareholders having a third investor in common holding, directly or indirectly, an equity interest equal to or higher than twenty per cent (20%) of the capital stock of the two shareholders. Any joint-ventures, investment clubs or funds, foundations, associations, trusts, collective investment entities, cooperatives, securities portfolios, universality of rights, or any other types of organization or venture, incorporated in Brazil or abroad, shall be deemed as part of a same Group of Shareholders whenever two or more among such entities (x) are run or managed by the same legal entity or by parties related to the same legal entity; or (y) have in common the majority of their administrators.

"Diffuse Control" means the Power of Control exercised by a shareholder owning less than fifty per cent (50%) of the capital stock. It also means the Power of Control when exercised by shareholders which, as a group, hold a percentage above fifty per cent (50%) of the capital stock, with each shareholder holding individually less than 50% of the capital stock, provided that these shareholders are neither subscribers to a voting agreement, nor under common Control, and do not act representing a common interest.

"Economic Value" means the value of the Company and of its shares to be determined by a specialized company, by means of the use of an acknowledged methodology, or based on another criterion to be defined by CVM.


Paragraph 2 - The Selling Controlling Shareholder(s) or Group of Controlling Shareholders may neither transfer the ownership of their shares, nor the Company may register any transfer of shares to the buyer or that(those) who may come to own the Control Power, while the latter does not sign the Statement of Consent of Controlling Shareholders referred by the Novo Mercado Rules.


Paragraph 3 - No Shareholders‘ Agreement providing for the exercise of Control Power may be registered at the Company‘s headquarters without their signatories having signed the Statement of Consent referred to in paragraph 2 of this article.


Article 37 - The public tender offer provided for in article 36 shall also be effected:

(i) cases in which occurs onerous assignment of share subscription rights and other titles or rights related to securities convertible into shares, to result in the Sale of the Company‘s Control; and

(ii) in case of sale of control of a corporation holding the Control Power of the Company, and in this case, the Selling Controlling Shareholder(s) shall be required to declare to BOVESPA the amount attributed to the Company in such sale and attach documentation evidencing it.


Article 38 - The one already owning Company‘s shares and to acquire the Company‘s Control Power due to private instrument for the purchase of shares entered into with the

Controlling Shareholder or Group of Controlling Shareholders, involving any quantity of shares, shall undertake to:

(i) conduct the public tender offer referred to in Article 36 hereof;

(ii) refund to the shareholders from whom it purchased shares on the Stock Exchange within six (6) months prior to the date of sale of Control to whom it shall pay the difference between the price paid to the selling Controlling Shareholder and the amount paid on the Stock Exchange for shares of the Company in that period, duly restated according to the positive variation of the General Market Price Index, published by Fundação Getúlio Vargas (IGP-M/FGV).

(iii) take appropriate measures to recover the minimum percentage of twenty-five per cent (25%) of the Company‘s total outstanding shares, within the six (6) months subsequent to the acquisition of Control.


Article 39 - In the public tender offer to be executed by the Controlling Shareholder(s), Group of Controlling Shareholders or by the Company for the deregistering as a publicly-held company, the minimum price to be offered shall correspond to the Economic Value verified in the appraisal report, in accordance with Article 41 hereof.


Article 40 - The Controlling Shareholder(s) or Group of Controlling Shareholders of the Company shall conduct the public tender offer of shares pertaining to other shareholders, should Company‘s delisting from the Novo Mercado occur due to: (i) the securities issued thereby are then registered for trading out of the Novo Mercado; or (ii) corporate reorganization operation in which the company‘s shares resulting from said reorganization are not accepted for trading at the Novo Mercado. The price to be offered shall correspond, at least, to the Economic Value verified in appraisal report, referred to in Article 41 hereof.


Paragraph 1 - The announcement of public tender offer mentioned in this article 40 shall be communicated to BOVESPA and disclosed to the market immediately after the Company‘s General Meeting approving the delisting or approving said reorganization.


Paragraph 2 - Notwithstanding the provisions of this article, the provisions of the Novo Mercado Listing Rules shall prevail on the events of prejudice to the rights of the recipients of the offer mentioned in chapter VII.


Article 41 - The appraisal report provided for in these Bylaws shall be prepared by a specialized company, with proven experience and independence from the decision-making power of the Company, its managers and controlling shareholders, and the report shall also comply with the requirements of paragraph 1 of article 8 of the Brazilian Corporation Law and include the liability provided for in paragraph 6 of the same provision of law.


Paragraph 1 - The General Meeting shall be responsible for the selection of the specialized company in charge of determining the Company‘s Economic Value, through the presentation by the Board of Directors of a three-name list, and respective resolution, not counting the absentee votes, shall be taken by majority vote of the shareholders representing the Outstanding Shares attending the General Meeting, which, if instated at a first call, shall rely on the attendance of shareholders representing, at least, twenty per cent (20%) of the total Outstanding Shares, and, if instated at a second call, may rely on the attendance of any number of shareholders representing the Outstanding Shares.


Paragraph 2 - The costs of preparing the appraisal report shall be fully borne by the offeror.


Article 42 - In case of Diffuse Control:

(i) whenever the General Meeting approves the deregistering as a publicly-held company, the public tender offer shall be executed by the Company itself, and in this case, the Company may only acquire the shares owned by shareholders who voted in favor of the deregistering at the General Meeting‘s resolution after having acquired shares pertaining to the other shareholders who have not voted in favor of said resolution and who have accepted said public offer;

(ii) whenever the General Meeting approves the delisting from the Novo Mercado, whether due to registering of shares for trading out of the Novo Mercado or corporate reorganization in which the resulting company from this acquisition is not admitted for trading in the Novo Mercado, the public tender offer shall be executed by shareholders who have voted in favor of said resolution at the General Meeting.


Article 43 - In the event of Diffuse Control and BOVESPA determines that the quotation of securities issued by the Company be released separately, or that the securities issued by the Company have their trading suspended at the Novo Mercado due to the non-compliance with the Novo Mercado Listing Rules, the Chairman of the Board of Directors shall call for an Extraordinary General Meeting within no later than two (2) days as from the aforementioned determination, considering only the days when there is distribution of newspapers usually employed by the Company, for the replacement of all Board of Directors‘ members.


Paragraph 1 - Should the Extraordinary General Meeting mentioned in the caput of this article not be called by the Chairman of the Board of Directors within the period set forth, it may be called by any shareholder of the Company.


Paragraph 2 - The new Board of Directors elected at the Extraordinary General Meeting mentioned in the caput and in paragraph 1 of this article shall remedy the non-compliance with the obligations included in the Novo Mercado Listing Rules within the briefest period as possible, or within a new period granted by BOVESPA for such purpose, whichever is the shorter period.


Article 44 - In the event of Diffuse Control and the Company‘s delisting from Novo Mercado occur due to the non-compliance with any obligation included in the Novo Mercado Listing Rules:

(i) should the non-compliance result from General Meeting‘s resolution, the public tender offer shall be executed by the shareholders voting in favor of the resolution implying the non-compliance; and

(ii) should the non-compliance result from act or fact of the Company‘s management, the Company shall carry out the OPA (public tender offer) for the deregistering as a publicly-held company addressed to all the Company‘s shareholders. Should the General Meeting resolve to maintain the registration as publicly-held company, the public tender offer shall be carried out by the shareholders voting in favor of such resolution.



CHAPTER VIII - ARBITRATION COURT


Article 45 - The Company, its shareholders, Managers and members of the Fiscal Council (when instated), undertake to resolve, by means of arbitration, any and all dispute or controversy arising among them, related to or deriving from, especially, the application, validity, effectiveness, construal, infringement and its effects, of the provisions contained in the Brazilian Corporation Law, the Company‘s Bylaws, the rules issued by the Brazilian Monetary Council, the Brazilian Central Bank and CVM, as well as the other rules applicable to the operation of the capital markets in general, besides those included in the Novo Mercado Listing Rules, the Arbitration Rules of the Market Arbitration Panel and the Novo Mercado Listing Agreement.


Sole Paragraph - Without prejudice to the validity of this arbitration clause, either of the parties of the arbitration proceeding shall be entitled to appeal to the Judiciary Branch with a view to, when necessary, require writs of prevention to protect rights, whether in arbitration proceeding already filed or not filed yet, and as soon as any measure of such nature is granted, the authority to decide on the merit shall immediately return to the arbitration court established or to be established.



CHAPTHER IX - LIQUIDATION


Article 46 - The Company shall be liquidated in cases provided for by law, and the General Meeting shall be the qualified body to determine the method of liquidation and appoint the liquidator and the Fiscal Council, as the case may be, which shall operate during the liquidation period.



CHAPTER X - GENERAL PROVISIONS


Article 47 - The Company shall observe the shareholders‘ agreements filed at its headquarters, being expressly forbidden to the members of the presiding board of the General Meeting or of the Board of Directors to comply with vote of any shareholder, signatory of shareholders‘ agreement duly filed at the Company‘s headquarters, voiced in disagreement with what was settled in said agreement, and also it is expressly forbidden to the company accept and transfer shares and/or the encumbrance and/or assignment of preemptive right to the share subscription and/or of other securities which do not respect what was provided for and regulated by shareholders‘ agreement.


Article 48 - The cases not covered by these Bylaws shall be resolved by the General Meeting and regulated in accordance with the Brazilian Corporation Law.


Article 49 - In compliance with provision in article 45 of the Brazilian Corporation Law, the reimbursement amount to be paid to dissenting shareholders shall be based on book value verified in the last balance sheet approved by the General Meeting.


Article 50 - The provisions of Chapter VII shall only take effect as from the date of publication of the notice of commencement of the public offering referring to the initial public offering of shares issued by the Company, subject-matter of the registry application RJ/2007-01343, filed at CVM on February 16, 2007.


Last Update on May 13, 2014