So Paulo, March 30, 2011. BM&FBOVESPA S.A.

Bolsa de Valores, Mercadorias e Futuros hereby submits for the consideration of shareholders convening in the extraordinary meeting called to convene on April 18, 2011, the Management Proposal set forth below. EXTRAORDINARY SHAREHOLDERS MEETING 1. (A) Amendments to the Bylaws of BM&FBOVESPA. Adjusting the Bylaws to the recently revised Novo Mercado rules

BM&FBOVESPA is a public company listed on the Novo Mercado listing segment, which rules went through a reviewing process in 2010, when it was submitted to a closed hearing of Novo Mercado listed issuers. Given this, Management proposes to amend the Bylaws pursuant to the wording provided in Attachment I to this Proposal, for consistency with the revised Novo Mercado Regulation approved at the closed hearing. The paragraphs below discuss the proposed amendments, providing a background and justification for the changes, including discussion of related legal or financial effects, in line with the requirement of article 11, item II, of Instruction 481/09 promulgated by the Brazilian Securities Commission (Comisso de Valores Mobilirios), or CVM. (A.1) Adoption of a sole paragraph under article 1 of the Bylaws, emphasizing that the Company, its shareholders, the directors and officers and the fiscal council members are all subject to the provisions of the Novo Mercado Regulation: this inclusion is justified by the fact that the Bylaws are the document that regulates the relations between the Company and its shareholders, applying indiscriminately to every shareholder of the Company, each of whom is bound by the Novo Mercado Regulation regardless of actual size of ownership interest; (A.2) To amend article 7 of the proposed Bylaws, in order to eliminate the 1% voting cap currently established for changes to, or deletion of this article 7: the purpose here is to eliminate the 1% voting cap currently applicable to shareholders meeting aimed to change or delete the provisions of article 7, which establishes a general 7% voting cap. The purpose of this proposal is to adjust the Bylaws to the new rule of the revised Novo Mercado Regulation approved in the public hearing concluded in 2010, which sets at 5% the

lower threshold to cap the voting rights of a shareholder or group of shareholders; (A.3) To adopt a sole paragraph in article 20 of the Bylaws, towards establishing that no person will be allowed to accumulate the functions of Chairman of the Board and Chief Executive Officer or main officer of the Company: the purpose of the amendment is to give the Board independence to exercise management oversight and to avoid the concentration of power in a single person, which could be detrimental to adequate management oversight, perhaps undercutting corporate governance effectiveness; (A.4) To amend article 29 of the Bylaws for adoption of an additional item (item v) requiring the Board to issue an opinion regarding any tender offer initiated for shares of the Company. Consistent with this amendment, to cross reference the provision in item b under paragraph 5 of a renumbered article 70 of the proposed Bylaws: in line with current international practices, a Boards reasoned opinion regarding a tender offer serves the primary purpose of providing support for shareholder decision-making. Shareholders are then guided (but not bind) towards rejecting or accepting the bid. In particular, the opinion of the Board can be of great value for less experienced investors who may not be sufficiently familiar with the terms and concepts of a tender offer bid, and would have difficulty deciding whether or not to tender their shares; (A.5) To amend article 61 of the Bylaws (as renumbered) to establish the obligation of a shareholder obtaining control in a tender offer made due to the execution of a private shares purchase agreement by and between such shareholder and the Controlling Shareholder, to pay to holders selling shares in the market over the preceding 6-month period, the difference between bid price and the stock market price at which the shares were sold: the purposes of the amendment are (i) to reduce the operational constraints for payment currently foreseen; (ii) to widen the universe of persons entitled to compensation for having sold shares in stock market transactions carried out in the same trading sessions at which the acquirer of control was trading to buy shares in the six months prior to the acquisition of control, which we believe to be a more fair and equitable course of action, as the reimbursement contemplates any sales taking place in these trading sessions; and (iii) to eliminate day trade transactions from the universe of transactions making a seller eligible to compensation, given that day trades by definition would imply zero net settlement balance at the end of a trading session;

(A.6) To amend article 63 of the Bylaws (as renumbered) for adjustments of its wording and definitions to the new provisions of the Novo Mercado Regulation, as amended pursuant to the closed hearing concluded in 2010, and to include a provision to establish that the Controlling Shareholder shall be obliged to conduct a tender offer in case of a delisting from the Novo Mercado in the aftermath of a corporate restructuring process where the unlisted surviving company fails to list the shares on the Novo Mercado within 120 days after the restructuring approval in a shareholders meeting: the amendment aims to set the deadline within which the unlisted surviving company is expected to list the shares on the Novo Mercado, failing which the tender offer requirement will be triggered; (A.7) To adopt paragraphs 1 and 2 in article 64 of the Bylaws (as renumbered), in order to regulate how to establish the shareholders responsible for conducting the tender offer in a going private or delisting from the Novo Mercado process (per the main provision of the article): in a company characterized by wide dispersion of ownership, with no controlling shareholder or controlling shareholders, it is important to have clarity about the shareholder or shareholders that shall bear responsibility for carrying out a tender offer for going private or delisting from the Novo Mercado. Accordingly, the proposed paragraphs contemplate an alternative permitting the shareholders meeting that decides on a going private process (for cancellation of the registration as a public company) or delisting from the Novo Mercado process to appoint the shareholder or group of shareholders responsible for conducting the required tender offer, to the extent that the company does not have a controlling shareholder or controlling shareholders. Likewise, the alternative applies also regarding the delisting from the Novo Mercado as a result of a corporate restructuring process where the surviving company is not listed to trade on Novo Mercado; in such case, if the shareholders meeting that decides for the corporate restructuring process were to fail to appoint the potential bidder or bidders, the tender offer obligation will lie with all shareholders that voted for the corporate restructuring process (per paragraph 2 of article 64 of the proposed Bylaws); (A.8) New wording for article 65 and paragraphs 1 to 4 to consolidate and adjust the provisions under articles 64 to 66 of the current Bylaws, which regulate the tender offer requirement triggered by noncompliance with the Novo Mercado Regulation: the new provisions aim primarily at the conjunction of these provisions (articles 64 to 66 of the current Bylaws) to form a clear, consistent and systematic set of rules.

Accordingly, the wording of these provisions clearly assign the controlling shareholder (if any) responsibility for fulfilling the tender offer requirement in the event of noncompliance with the listing rules. However, absent a controlling shareholder, the provisions elect as tender offer bidders all the shareholders voting to pass the motion ultimately leading to noncompliance with the Novo Mercado Regulation. If an event of noncompliance derives from action or decision taken by management, the directors and officers will be required to call a shareholders meeting to decide on whether to take action to remedy the noncompliance or, in the alternative, to delist from the Novo Mercado segment, in which case the shareholders will also be expected to appoint the shareholder or group of shareholders responsible for carrying out the required tender offer; and (A.9) Articles 29 (item q), 59, 60, 61, 62 (main provision and paragraph 2), 63 (paragraph 1), 64 (main provision), 65 (paragraph 3) and 76 of the proposed Bylaws (each, as renumbered) include amendments for adjustments to the definitions found in the Novo Mercado Regulation and for a clearer wording. These are amendments of a formal nature, related to adjustments (also of a formal nature) adopted in the revised Novo Mercado Regulation. (B) Other amendments

The proposed Bylaws include other amendments for improvement and better wording of, or minor adjustments to, the provisions of the existing Bylaws. These are discussed below and include background explanation and justification, and discussion of related legal or financial effects. (B.1) Amendment of the wording of article 5 of the Bylaws for the provision to refer specifically to common registered shares, as the present wording failed to refer to the form of BM&FBOVESPA shares, i.e., registered shares; (B.2) Amendment of a formal nature in item g of article 16 of the Bylaws for deletion of the definition of Novo Mercado, as the definition is now found in the sole paragraph of article 1; (B.3) To amend paragraph 2 of article 18 of the Bylaws to include the term Group of Shareholders, as under article 18 a suspension of shareholder rights may affect either a shareholder individually or a group of shareholders (as defined);

(B.4) Given the corporate restructuring and integration process which in 2008 combined BM&F and BOVESPA, former two independent exchanges, references to BOVESPA have been replaced with references to BM&FBOVESPA in the following provisions of the Bylaws: article 23 (paragraph 3), article 24 (paragraph 1), article 58 (paragraph 1), articles 60 and 68, article 70 (paragraph 1, item b) and article 76 (each, as renumbered); (B.5) To amend article 29, item g, to refer to new item e of article 38. See also item (B.7) below. Item e of article 38 provides that entering into or renewing liquidity facility transactions falls exclusively within the scope of authority of the executive management, regardless of amount involved and whether or not included in the annual budget. Accordingly, item g of article 29 has been amended to except liquidity facility transactions from the provision requiring board authorization for the Company to enter into certain other transactions related to the business. (B.6) To amend the main provision of article 34 of the Bylaws to cross reference the sole paragraph added to article 20 (see item (A.3) above), which disallows a person accumulating functions as Chairman of the Board and Chief Executive Officer or main officer of the Company. The amendment has been included as a proviso, since article 34 tackles eligibility to act as chief executive officer, such that the person serving as Chairman of the Board is ineligible; (B.7) To amend article 38 of the Bylaws for inclusion of item e, towards clarifying that the executive management has authority to enter into and renew liquidity facility transactions irrespective of amount involved; (B.8) To amend article 45and to include new provisions added as article 51 of the proposed Bylaws, for inclusion of the Risk Committee amidst the board advisory committees established in the Bylaws, in order to turn it into a permanent and mandatory committee. The risk committee has been established previously, pursuant to a decision of the board of directors, and is currently operating. As proposed, article 51 mirrors the existing committee, which shall be composed of at least four members, whose responsibilities include (i) assessing and monitoring exposure to risks intrinsic to the business activities of the Company, with particular focus on structural and strategic risk management; (ii) assessing and recommending the Companys risk management guidelines and strategies; and (iii) conducting periodic reassessments of the risk management strategies adopted by the Company.

(B.9) To amend item a of article 47in order to delete the requirement for Audit Committee ratification of the Boards choice of independent auditors because this decision is based on the committee recommendations. Given that under item a it is incumbent on the Audit Committee to make recommendations to the Board of Directors regarding the appointment of the independent auditors, and that the final decision is a prerogative of the Board, there is no need or reason to require the Audit Committees ratification of the Boards decision concerning the auditors; (B.10) To amend articles 69 (main provision) and 70 (paragraphs 4 and 6) of the Bylaws (each, as renumbered) for adoption of a tender offer requirement triggered by accumulation of interest in at least 30% of the corporate capital. Accordingly, any shareholder that accumulates direct or indirect ownership interest in at least 30% of the corporate capital, or otherwise purchases shareholder rights at least representing 30% of the Companys corporate capital, will be required to conduct a tender offer; (B.11) To amend article 70 of the Bylaws (as renumbered) for the bid price in a tender offer triggered by accumulation of 30% or more interest to be determined on the basis of the highest price the acquiring shareholder (as defined) paid for shares purchased in the market in the six-month period preceding the date the shareholder reaches the trigger threshold (30% or more ownership), in lieu of being determined on the basis of the economic value per share (as the present wording provides). This changes the criterion determining the minimum bid price, which in this case would not require a valuation of the shares; (B.12) To delete item b of article 74 of the existing Bylaws (i.e., article 73 in the proposed Bylaws), as the terms contemplated therein are defined in the Novo Mercado Regulation. This dispenses with a repeat definition, in particular given the addition of a sole paragraph to this article (article 73, as renumbered), such as set forth in item B.13 below; (B.13) To adopt a sole paragraph in article 73 of the Bylaws (as renumbered) to the effect that terms not defined in the Bylaws have the meaning defined in the Novo Mercado Regulation. This avoids replicating definitions included in the Novo Mercado Regulation and the need for future amendments to the Bylaws in case the definitions of the Novo Mercado Regulation change;

(B.14) As a result of the renumbering of articles mentioned in item (B.15) below, to correct crossed references throughout the Bylaws as follows: article 7 (main provision and paragraph 1); article 15 (main provision and paragraph 1); article 33; article 55 (paragraph 5); article 58 (main provision); articles 60 and 61; article 64 (main provision); article 70 (paragraphs 3, 4 and sub-items, 5 and items a and e, and paragraph 6), each as renumbered; and (B.15) Renumbering adjustments to the following provisions (as renumbered): paragraphs 2 to 4 of article 7; item f of article 38; and articles 52 through 79 (and some of their items and paragraphs) of the proposed Bylaws. Attachment I to this proposal sets forth a comparative table between the existing and the proposed Bylaws, and justifications for the proposed amendments. 2. Proposed consolidation of the Bylaws.

Management further proposes to consolidate the Bylaws, in line with the amendments proposed under item 1 above. Attachment II to this proposal provides a consolidated version of the proposed Bylaws. 3. Changes to the Stock Options Plan.

The primary purpose of the proposed modification in the Stock Options Plan is giving the Company the ability to grant a selected group of executives special options (Additional Options) which by rewarding outstanding performance should represent additional incentives geared towards enhanced alignment of interests and long-term value generation. Set forth in Attachment III to this proposal is a transcript of the proposed Stock Options Plan. The information which CVM Instruction 481/09 requires to be provided under Annex 13 is set forth in Attachment IV to this proposal. We remain at your disposal for any additional clarification you may require. Yours sincerely, Eduardo Refinetti Guardia Chief Financial, Corporate Affairs and Investor Relations Officer

DRAFT BYLAWS OF BM&FBOVESPA REFLECTING AMENDMENTS TO BE PROPOSED TO THE EXTRAORDINARY SHAREHOLDERS MEETING OF APRIL 18, 2011

CURRENT BYLAWS CORPORATE BYLAWS OF BM&FBOVESPA S.A. BOLSA DE VALORES, MERCADORIAS e FUTUROS

AMENDED BYLAWS CORPORATE BYLAWS OF BM&FBOVESPA S.A. BOLSA DE VALORES, MERCADORIAS e FUTUROS

JUSTIFICATION

CHAPTER I NAME, HEADQUARTERS, VENUE, PURPOSE AND DURATION

CHAPTER I NAME, HEADQUARTERS, VENUE, PURPOSE AND DURATION

Article 1. A BM&FBOVESPA S.A. BOLSA DE VALORES, Article 1. BM&FBOVESPA S.A. BOLSA DE VALORES, MERCADORIAS E FUTUROS (Company) is a company MERCADORIAS E FUTUROS (Company) is a corporation that is governed by these Bylaws and by applicable law. governed by these Bylaws and by applicable law. Currently absent provision Sole paragraph. The shares of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA), the Brazilian Securities and Derivatives Stock Exchange, have been listed to trade on the Stock Exchange special listing segment named Novo MercadoNovo 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) Amended for consistency with the Novo Mercado Listing Rules. (NM regulation), as revised and approved by listed issuers (consolidated version set to be released in due course). This provision stresses that the Company, the directors, officers, fiscal council members and the shareholders, all are bound by the Novo Mercado Listing Rules, including with no exceptions all of the shareholders.

Article 2. The Company has its headquarters and venue in Article 2. The Company has registered office and jurisdiction

the city of So Paulo, state of So Paulo, and can, on the decision of its Executive Office, open and close branches, offices or other establishments and facilities any place in Brazil or abroad.

in the city of So Paulo, state of So Paulo. Upon a decision of the Executive Management Board, 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 Article 3. The Companys corporate purpose is to conduct or hold shares in the capital of companies undertaking the hold shares in the capital of companies undertaking the following activities: 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; 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;

II Maintenance of systems for the trade and auction of II Maintenance of systems for the trade and auction of securities, derivatives, rights and titles in the organized securities, derivatives, rights and titles in the organized exchange market or in the over-the-counter market; 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: 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 (a) of the transactions carried out and/or registered in any of of the systems listed in items I and II above; or the systems listed in items I and II above; or (b) of the transactions carried out and/or registered with (b) of the transactions carried out and/or registered with other exchanges, markets or trading systems, other exchanges, markets or trading systems, IV Rendering of services of centralized depositary and IV Rendering of services of centralized depositary and

fungible and non-fungible custody of commodities, securities fungible and non-fungible custody of commodities, securities and any other physical and financial assets; 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 participants of the markets under the Companys direct or indirect surveillance and its interests; VI Rendering of technical, administrative, software development 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; 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 participants of the markets under the Companys direct or indirect surveillance and its interests; VI Rendering of technical, administrative, software development 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 Undertaking of other similar or related activities VII Undertaking of other similar or related activities expressly authorized by the Securities Commission; and expressly authorized by the Securities Commission; and VIII Holding shares in the capital of other companies or associations, headquartered in Brazil or abroad, whether as a partner, shareholder or associate, under the regulations in effect. VIII Holding shares in the capital of other companies or associations, headquartered in Brazil or abroad, whether as a partner, shareholder or associate, under the regulations in effect.

Paragraph 1. Within the powers that are conferred to it by Paragraph 1. Within the powers that are conferred to it by Law 6,385/1976 and by the regulations in effect, the Company Law 6,385/1976 and by the regulations in effect, the Company must: must: (a) issue regulations relating to the granting of access (a) issue regulations relating to the granting of access authorizations to different trading, registration and authorizations to different trading, registration and settlement systems under the Companys surveillance or settlement systems under the Companys surveillance or by companies that are controlled by the it (Access by companies that are controlled by the it (Access

Authorizations), establishing the terms, conditions and procedures for the granting of such authorizations (Access Regulation);

Authorizations), establishing the terms, conditions and procedures for the granting of such authorizations (Access Regulation);

(b) establish rules safekeeping equitable commercial and (b) establish rules safekeeping equitable commercial and trading principles and high ethical standards for people trading principles and high ethical standards for people who act in the markets under the direct or indirect who act in the markets under the direct or indirect surveillance of the Company, as well as to regulate the surveillance of the Company, as well as to regulate the transactions and decide operating questions involving transactions and decide operating questions involving the the holders of Access Authorizations; holders of Access Authorizations; (c) regulate the activities of the holders of Access (c) regulate the activities of the holders of Access Authorizations in the systems and markets under the Authorizations in the systems and markets under the Companys surveillance; Companys surveillance;

(d) establish mechanisms and rules to mitigate the risk of (d) establish mechanisms and rules to mitigate the risk of breach of obligations by the holders of Access breach of obligations by the holders of Access Authorizations, as to the transactions undertaken and/or Authorizations, as to the transactions undertaken and/or registered in any of the Companys trading, registration registered in any of the Companys trading, registration and clearing systems; and clearing systems; (e) monitor the transactions traded and/or registered in any (e) monitor the transactions traded and/or registered in any of the Companys trade, registration, clearing and of the Companys trade, registration, clearing and settlement systems, as well as all of those regulated by it; settlement systems, as well as all of those regulated by it; (f) monitor the activities of the holders of Access (f) monitor the activities of the holders of Access Authorizations, as participants and/or intermediaries to Authorizations, as participants and/or intermediaries to the transactions undertaken and/or registered in any of the transactions undertaken and/or registered in any of the trade, registration and clearing systems under the the trade, registration and clearing systems under the surveillance of the Company, as well as all those surveillance of the Company, as well as all those regulated by it; and regulated by it; and

(g) impose penalties to those who violate legal, regulatory (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.

and operating rules, under the surveillance of the Company. Article 4. The Company has an unlimited duration.

CHAPTER II CAPITAL STOCK, SHARES AND SHAREHOLDERS

CHAPTER II CAPITAL STOCK, SHARES AND SHAREHOLDERS

Article 5. The capital stock of the company is R$ R$2,540,239,563.88, fully paid in and divided into 2,044,014,295 common shares, with no par value, with the issuance of preferred shares and founders shares being prohibited. Article 6. All of the shares issued by the Company are bookentry and deposited with a financial institution authorized by the 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 corresponds to the right to one vote in the decisions in an Annual or Special Shareholders General Meeting, with it being the case, however, that no shareholder or Group of Shareholders (Group of Shareholders, as defined in Article 74) can cast votes in a number greater than 7% of the number of shares into which the capital stock is divided, subject to the terms and

Article 5. The capital stock of the company is [R$2,540,239,563.88], fully paid in and divided into 2,044,014,295 common registered shares, with no par value, with the issuance of preferred shares and founders shares being prohibited. Article 6. All of the shares issued by the Company are bookentry 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 however that, due regard given to the provision in item (d) of paragraph 5 of Article 70, no shareholder or Group of Shareholders (as defined under Article 73) shall be entitled to vote shares in excess of 7% of the total number of shares issued and outstanding at any

Amendment to refer specifically to the form of the shares: registered

Cross reference to former paragraph 2 deleted, along with the former paragraph 2 Other cross references corrected due to provision renumbering.

conditions of paragraph 2 of this Article and of item (d), of given time. . paragraph 8 of Article 71. Paragraph 1. Subject to the terms and conditions of paragraph 3 below, in case of any shareholders agreements provision casting votes, all signatories to this agreement shall be considered members of a Group of Shareholders, for purposes of the application of the limitation to the number of votes stated in the lead paragraph of this Article. Paragraph 1. For purposes of the voting cap established in the main provision, but without prejudice to the provision set forth in paragraph 2 of this Article, where two or more shareholders enter into voting agreement, or any other agreement for concerted exercise of voting rights, each and all of the signatory parties to such agreement shall be deemed to constitute, and vote as a Group of Shareholders, subject therefore to the voting cap. Cross reference corrected

Paragraph 2. In any Extraordinary Shareholders General Eliminated Meeting for the purpose of amending or revoking any provision of this Article, no shareholder or Group of Shareholders shall cast votes in a number greater than 1% of the number of shares in which the capital stock is divided, except as provided for in items (c) and (d) of paragraph 8 of Article 71. Paragraph 3. The pre-establishment in a Shareholders Agreement of a block voting agreement regarding the majority of votes of shareholders of the Company for any Shareholders General Meeting with a blocking voting agreement with number of votes exceeding the number of votes established in paragraph 2 and the lead paragraph of this Article is prohibited, independent of whether the Shareholders Agreement is filed in the Companys headquarters. Paragraph 2. Shareholders agreements or vote pooling or block voting or any other agreements or arrangements for aggregation of voting power that in any way circumvent the voting cap established in the main provision of this Article, whether or not filed at the Companys registered office, are expressly forbidden.

In line with the NM regulation ban of voting caps below 5%, this provision has been deleted to exclude the 1% voting cap previously set regarding shareholder action to amend or delete the provisions of article 7.

Provision renumbered Cross reference to former paragraph 2 deleted, along with the former paragraph 2

Paragraph 4. The Chairperson of the Shareholders General Paragraph 3. In a shareholders meeting, the chair shall be Meeting is responsible for the enforcement of the rules responsible for enforcing the provisions of this Article 7, and provided for in this article and to inform the number of votes for declaring the number of votes each shareholder or Group

Provision renumbered

that can be cast by each shareholder or Group of of Shareholders is entitled to cast when polled. Shareholders who are present. Paragraph 5. The votes that exceed the limits established in Paragraph 4. No vote in excess of the votes eligible to be cast his Article shall not be counted in a Meeting. by a shareholder or Group of Shareholders shall be computed for purposes of determining the outcome of a poll. Article 8. The Company is authorized to increase its capital stock up to the limit of two billion five hundred million (2,500,000,000) common shares, as approved by the Board of Directors, independently of any bylaws amendment. Paragraph 1. In the case provided for in the lead paragraph of this Article, the Board of Directors shall determine the issuance price and number of shares to be issued, as well as the payment date and conditions for paying in the shares. Paragraph 2. Within the limit of the authorized capital, the Board of Directors can also: (i) decide regarding the issuance of warrants; (ii) in accordance with a plan approved by the Shareholders General Meeting, grant stock purchase options to the management and employees of the Company or of a controlled company, or to individuals who provide services to it, without the shareholders having preemptive rights in the granting or subscription for these shares; and (iii) decide on the increase of the capital stock through the capitalization of profits or reserves, with or without bonus shares. Article 9. Any delay by a shareholder in paying in the capital subscribed for shall result in a 1% a month interest charge, monetary correction accrued on the basis of the General Market Price Index (ndice Geral de Preos Mercado), or IGPM, accrued with the lowest frequency legally applicable, and Article 8. The Company is authorized to increase its capital stock up to the limit of two billion five hundred million (2,500,000,000) common shares, as approved by the Board of Directors, independently of any bylaws amendment. Paragraph 1. In the case provided for in the main provision of this Article, the Board of Directors shall determine the issuance price and number of shares to be issued, as well as the payment date and conditions for paying in the shares. Paragraph 2. Within the limit of the authorized capital, the Board of Directors can also: (i) decide regarding the issuance of warrants; (ii) in accordance with a plan approved by the Shareholders Meeting, grant stock purchase options to the management and employees of the Company or of a controlled company, or to individuals who provide services to it, without the shareholders having preemptive rights in the granting or subscription for these shares; and (iii) decide on the increase of the capital stock through the capitalization of profits or reserves, with or without bonus shares. Article 9. Any delay by a shareholder in paying in the capital subscribed for shall result in a 1% a month interest charge, monetary correction accrued on the basis of the General Market Price Index (ndice Geral de Preos Mercado), or IGPM, accrued with the lowest frequency legally applicable, and a Provision renumbered

a fine of 10% of the amount of the outstanding amount, fine of 10% of the amount of the outstanding amount, without without prejudice to other applicable legal sanctions. prejudice to other applicable legal sanctions. Article 10. Every shareholder or Group of Shareholders must disclose, through a notice to the Company, which must contain the information provided for in Article 12 of CVM Instruction No. 358/2002, the acquisition of shares, that together with those already owned, exceed 5% of the capital of the Company, as well as, after reaching that percentage, the acquisition of shares that correspond to the acquisition of an additional 2.5% of the capital of the Company or multiples of that percentage. Paragraph 1. In cases in which the acquisition results in or had been undertaken for change of control or management of the Company, as well as in cases in which this acquisition creates the obligation to make a public tender offer for the acquisition of shares, in accordance with the terms of CHAPTER VIII and the legislation and regulation in effect, the acquiring shareholder or Group of Shareholders must also cause the publication of a notice containing the information provided for in Article 12 of CVM Instruction No. 358/2002, in widely-known newspapers commonly used by the Company. Paragraph 2. The obligations provided for in this Article also apply to the owners of debentures convertible into shares, warrants and stock purchase options that assure their owners the acquisition of shares in the percentages provided for here. Article 10. Every shareholder or Group of Shareholders must disclose, through a notice to the Company, which must contain the information provided for in Article 12 of CVM Instruction No. 358/2002, the acquisition of shares, that together with those already owned, exceed 5% of the capital of the Company, as well as, after reaching that percentage, the acquisition of shares that correspond to the acquisition of an additional 2.5% of the capital of the Company or multiples of that percentage. Paragraph 1. In cases in which the acquisition results in or had been undertaken for change of control or management of the Company, as well as in cases in which this acquisition creates the obligation to make a tender offer for the acquisition of shares, in accordance with the terms of CHAPTER VIII and the legislation and regulation in effect, the acquiring shareholder or Group of Shareholders must also cause the publication of a notice containing the information provided for in Article 12 of CVM Instruction No. 358/2002, in widely-known newspapers commonly used by the Company.

Paragraph 2. The obligations provided for in this Article also apply to the owners of debentures convertible into shares, warrants and stock purchase options that assure their owners the acquisition of shares in the percentages provided for here.

Paragraph 3. The shareholders or Groups of Shareholders Paragraph 3. The shareholders or Groups of Shareholders shall also disclose, as provided for in the lead paragraph of shall also disclose, as provided for in the main provision of this Article, any time their shareholding is reduced by 5% of this Article, any time their shareholding is reduced by 5% of

the total number shares issued by the Company due to any the total number shares issued by the Company due to any alienation or extinction of shares and other securities alienation or extinction of shares and other securities mentioned in the previous paragraph. mentioned in the previous paragraph. Paragraph 4. The breach of the provisions of this Article shall Paragraph 4. The breach of the provisions of this Article shall subject the breaching party(ies) to the penalty provided for in subject the breaching party(ies) to the penalty provided for in Article 16, item (i), and in Article 18. Article 16, item (i), and in Article 18. Paragraph 5. The Investor Relations Officer must send the communications provided for in this Article, to the CVM and to the stock exchanges on which the securities issued by the Company are traded, as soon as they are received. 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 public tender offers for the acquisition of control under Articles 257 through 263 of Law No. 6,404/76, 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. Paragraph 5. The Investor Relations Officer must send the communications provided for in this Article, to the CVM and to the stock exchanges on which the securities issued by the Company are traded, as soon as they are received. 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 SHAREHOLDERS GENERAL MEETING

CHAPTER III SHAREHOLDERS MEETING

Article 12. The shareholders shall meet ordinarily within the last four months after the close of the fiscal year, to decide regarding the matters provided for in Article 132 of Law No. 6,404/1976, and, extraordinarily, in the interests of the

Article 12. The shareholders shall meet ordinarily within the last four months after the close of the fiscal year, to decide regarding the matters provided for in Article 132 of Brazilian Corporate Law*, and, extraordinarily, in the interests of the

Company.

Company.

Paragraph 1. The Shareholders General Meeting has the Paragraph 1. The Shareholders Meeting has the authority to authority to decide on all acts related to the Company, as decide on all acts related to the Company, as well as to decide well as to decide in the best interests of the Company. in the best interests of the Company. Paragraph 2. The Annual Shareholders General Meeting and the Extraordinary Shareholders General 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 General 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 Law No. 6,404/1976. Paragraph 4. The documents pertinent to the matter to be decided on at the Shareholders General 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 General 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 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. An Extraordinary Shareholders General Paragraph 6. An Extraordinary Shareholders Meeting that Meeting that has as its purpose the amendment of these has as its purpose the amendment of these Bylaws shall be

Bylaws shall be held, on the first call, with the presence of held, on the first call, with the presence of shareholders who shareholders who represent, at least, two thirds of the capital represent, at least, two thirds of the capital stock, but may be stock, but may be instated on the second call with any instated on the second call with any number of presents. number of presents. Paragraph 7. Shareholders General Meetings shall be presided over by the Chairperson of the Board of Directors or by the person appointed by the Chairperson. In the absence of the Chairperson, a Shareholders General Meeting shall be chaired by the Vice Chairperson of the Board of Directors, or by the person appointed by the Vice Chairperson. The chairperson of the Shareholders General Meeting shall choose one of those present to act as secretary. Paragraph 8. It shall be the exclusive responsibility of the Chairperson 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 appealed to the Shareholders General Meeting itself, in which decision the interested party shall not vote. Article 13. Before the Shareholders General Meeting is instated, the shareholders shall sign the Shareholder Attendance Book, stating their name and residence and the number of shares they own. Paragraph 7. Shareholders Meetings shall be presided over by the Chair of the Board of Directors or by a person appointed by the Chair. In the absence of the Chair, a Shareholders Meeting shall be presided over by the Vice Chair or an 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 appealed to the Shareholders Meeting itself, in which decision the interested party shall not vote. Article 13. Before the Shareholders Meeting is instated, the shareholders shall sign the Shareholder Attendance Book, stating their name and residence and the number of shares they own.

Paragraph 1. The list of shareholders present shall be closed Paragraph 1. The list of shareholders present shall be closed by the Chairperson of the Meeting, immediately after the by the Chair of the Meeting, immediately after the instatement of Shareholders General Meeting. instatement of Shareholders Meeting. Paragraph 2. The shareholders who appear at Meeting after Paragraph 2. The shareholders who appear at Meeting after the closing of the list of shareholders present shall be able to the closing of the list of shareholders present shall be able to participate in the meeting, but they shall not have the right to participate in the meeting, but they shall not have the right to

vote in any corporate decision. Article 14. The Company must begin the registration of the shareholders to take part in the Shareholders General 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 Law No. 6,404/76. This proof shall be dated no later five days before the date of the Shareholders General 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 General Meeting documents that prove his or her identity. Article 15. The decisions of the Shareholders General Meeting shall be passed by a majority vote of those present, with blank votes not being counted, except as provided for in law and observing the provisions in Article 7 and in paragraph 2 of Article 62.

vote in any corporate decision. 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 63 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 69, 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. Cross reference corrected

Paragraph 1. A decision of a Shareholders General Meeting regarding the amendment or exclusion of the provisions of Article 70, which restricts the right of the shareholders to make a public tender offer for the acquisition of shares provided for in that Article 70, shall be taken in accordance with the casting of voting limits provided for in Article 7.

Cross reference corrected. .

Paragraph 2. Shareholders General Meetings can only Paragraph 2. Shareholders Meetings shall deliberate and decide matters included in the agenda, contained in their decide only on matters included in the order of business, such

Provision renumbered.

respective call notice, with the approval of matters under a as announced in the related call notice, with no open-ended general heading being prohibited. discussions. Paragraph 3. Minutes shall be prepared based on the work and decisions of the Shareholders General Meeting and these shall be signed by the members of the presiding board and by the shareholders present. 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 Provision renumbered.

Article 16. It is the responsibility of the Shareholders Article 16. It shall be incumbent on shareholders convening General Meeting, in addition to the other responsibilities in a Shareholders Meeting, among other actions prescribed provided for in law or in these Bylaws: by law and these Bylaws to decide on the matters set forth below. : (a) Review and approve the management report and the (a) Review and judge the management report and financial Companys financial statements; statements; (b) Determine the allocation of the companys fiscal year net (b) Determine the allocation of net income for the yearthe income and its distribution to the shareholders as companys fiscal year net income and approve dividend proposed by the Companys management; its distributions based on the management proposal to the shareholders as proposed by the Companys management; (c) elect and remove the members of the Board of Directors (c) Elect and remove the Directors and the members of the and of the Fiscal Council, if formed; Fiscal Council, if active;

(d) determine the compensation of the members of the (d) Set the aggregate compensation of the members of the Board of Directors and of the Executive Committee, as Board of Directors and the Executive Management Board, well as of the members of the Fiscal Council, if formed, as well as the compensation of fiscal council members, if observing the provisions of Article 17; elected, having regard for the provisions of Article 17; (e) approve stock option or subscription option plans for its (e) Approve stock option plans of any type concerning management and employees, as well as of for the options attributable to officers, employees and service management and employees of other companies that are providers of the subsidiaries; controlled by the Company or third-party service

providers; (f) approve the profit sharing distribution for the (f) Approve profit sharing programs for management management of the Company within the legal limits, members giving regard to applicable legal limits, and and to the employees of the Company, in accordance employee profit sharing plans, in accordance with the with the human resources policy of the Company; human resources policy of the Company; The term (Novo Mercado) has been defined above, in the sole paragraph of article 1.

(g) approve the delisting of the Company from the Novo (g) Approve proposals for the Company to delist from the Mercado (Novo Mercado) listing segment or the Novo Mercado listing segment or a going private process cancellation of the registration as a publicly-traded ultimately resulting in cancellation of the registration as a company; public company; (h) select a company responsible for the determination of (h) Based on a list of selected firms provided by the Board of the Companys economic value and preparation of the Directors, appoint a specialized firm to determine the respective shares evaluation, in case of the cancellation economic value of the Company shares and prepare the of the registration as a publicly-traded company or valuation report, in the event of a going private process delisting from the Novo Mercado, as provided for in for cancellation of the registration as a public company, CHAPTER VIII, from among the companies indicated or of delisting from the Novo Mercado, as contemplated by the Board of Directors; under CHAPTER VIII hereof; (i) suspend the rights of a shareholder as provided for in (i) Suspend the rights of a shareholder, as provided under Article 120 of Law No. 6,404/76 and Article 18; Article 120 of Brazilian Corporate Law* and Article 18 of these Bylaws; approve the participation of the Company as a holding (j) Approve acquisitions of ownership interest in other in other companies and/or associations, consortiums or companies and/or associations or joint ventures or joint ventures if the respective participation amounts are consortia, where the value of any such interest is in excess three times the Reference Amount; of three times the Reference Amount;

(j)

(k) approve the alienation of a substantial part of assets or (k) Approve any disposition of a material portion of the trademarks of the Company; and Company assets or its trademarks; and (l) approve the merger of the Company, or its issued (l) Approve transactions for the Company or its shares to be shares, into other company, the merger, spin-off, change merged into another company, and for a consolidation or

in type of organization, dissolution, according to the legal quorum, except if previously authorized by CVM, regarding the matters provided for in paragraph Second Article 136 of Law No. 6,404/1976, the reduction of quorum for these decisions.

spin-off transaction, or a transformation of corporate type, or the Companys dissolution, for this purpose giving regard to the legally prescribed quorum to resolve, unless the CVM shall have given prior consent for a lower quorum to prevail, such as foreseen in paragraph 2 of article 136 of Brazilian Corporate 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 Chief Executive Officer, and the latter shall determine the individual compensation of each Executive Officer. Paragraph 2. The Directors and Executive Officers 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*. 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 Group of Shareholders for noncompliance with any legal or regulatory provision or the provision of these Bylaws.

Article 17. The Shareholders General Meeting shall set the total compensation of the members of the Board of Directors and of the Executive Officers, specifying the portion of that amount to be allocated to each body. Paragraph 1. The Board of Directors shall set the compensation to be allocated to the Chief Executive Officer and the Chief Executive Officer, in turn, shall determine the individual compensation of each Officer, in accordance with the provision of the lead paragraph of this Article.

Paragraph 2. The members of the Board of Directors and the Officers shall only have the right to profit sharing in the fiscal years the shareholders receive the mandatory dividend provided for in Article 202 of Law No. 6,404/1976.

Article 18. The Shareholders General Meeting can suspend the exercise of the rights, including the right to vote, of a shareholder or Group of Shareholders who fail to fulfill a legal, regulatory or bylaws obligation.

Paragraph 1. The shareholders representing at least 5% of the Paragraph 1. In the event contemplated in this Article, capital stock can call a Shareholders General Meeting shareholders individually or jointly representing at least 5%

mentioned in the lead paragraph of this Article when the Board of Directors fails to hold it within the period of eight days a meeting, with the evidence of the obligation not complied with and the identification of the shareholder or Group of Shareholders who are not in compliance.

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 Group of Shareholders. Paragraph 2. Any Shareholders Meeting that decides for suspending the rights of a shareholder or Group of Shareholders 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. Wording revised for consistency with the remainder of the article, as a suspension of rights may affect either a shareholder or Group of Shareholders.

Paragraph 2. It shall be the responsibility of the Shareholders General Meeting to approve the suspension of the rights of the shareholder and also to establish, among other things, the suspension period and its extent. No rights of inspection and request information shall be suspended.

Paragraph 3. The suspension of rights of a shareholder shall Paragraph 3. The suspension of rights shall cease as soon as cease as soon as the obligation is fulfilled. the shareholder resumes compliance and fulfills the obligation. Article 19. No interested shareholder shall vote in any transaction in which it has or represents a conflict of interest with the Company. A vote cast by a interested shareholder shall be considered abusive for the purposes of the provision of Article 115 of Law No. 6,404/76. 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

CHAPTER IV MANAGEMENT

Section I General Provisions for the Management Bodies

Section I General Provisions for the Management Bodies

Article 20. The management of the Company is comprised by Article 20. The management of the Company is comprised by the Board of Directors and the Executive Office. the Board of Directors and the Executive Management Board. Currently absent provision Sole paragraph. The roles of Board Chair and Chief Executive Officer are separate, and no person may accumulate the two functions. Provision added for consistency with the NM requirement, the rationale being the two roles board chair and lead executive - are separate and the functions should not be accumulated to avoid power concentration to the detriment of management oversight.

Article 21. The members of the Board of Directors and of the Executive Office shall take office in their respective positions by signing, in the 30 days after their respective election, the instrument of instatement in the appropriate book and the Statement of Consent from the Managers that is referred to in the Novo Mercado Listing Regulations, and shall remain in their positions until the new managers elected take office.

Article 21. The members of the Board of Directors and of the Executive Management Board shall take office in their respective positions by signing, in the 30 days after their respective election, the instrument of instatement in the appropriate book and the Statement of Consent from the Managers that is referred to in the Novo Mercado Listing Regulations, and shall remain in their positions until the new managers elected take office. Sole paragraph. The managers of the Company must adhere to the Manual for the Disclosure and Use of Information and Policy for Trading Securities Issued by the Company, by signing the respective Instrument.

Sole paragraph. The managers of the Company must adhere to the Manual for the Disclosure and Use of Information and Policy for Trading Securities Issued by the Company, by signing the respective Instrument.

Section II Board of Directors Subsection I Composition Article 22. The Board of Directors shall be comprised of at least seven and up most 11 members, all of whom are elected and removable by the Shareholders General Meeting, with a unified term of office of two years, with reelection allowed.

Section II Board of Directors Subsection I Composition Article 22. The Board of Directors shall comprise at least seven and at most 11 members, elected by the Shareholders Meeting for unified two-year terms, removal and reelection being permitted.

Paragraph 1. No member of the Board of Directors shall hold Paragraph 1. The Directors shall not hold positions in the office in the Executive Office of the Company or appointed to Executive Management Boards of either the Company or its the Executive Office of its controlled companies. subsidiaries. Paragraph 2. The Board of Directors shall adopt Internal Rules that shall provide for, among other matters that are considered to be convenient, its own operating guidelines, rights and duties of the members of the Board of Directors and the relationship of the Board of Directors with the Executive Office and other corporate bodies. Paragraph 3. It shall be the responsibility of the Chairperson of the Shareholders General Meeting, in conducting the work related to the election of the members of the Board of Directors, to determine the voting system for the election of the Directors as provided for in Article 23 and Article 24. 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 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 otherwise decided by the Shareholders Meeting, eligible candidates for the Board of Directors shall be those persons that meet all applicable legal and regulatory requirements and the following additional requirements, to the exclusion of any other person:

Paragraph 4. except otherwise excused by the approval in the Shareholders General Meeting, only the persons who in addition to the legal and regulatory requirements, may be elected to the Board of Directors if they meet the following conditions:

(a) are more than 25 years old;

(a) being over 25 years old;

(b) have spotless reputation and knowledge and experience (b) having an upstanding reputation, and knowledge of the in the functioning of markets managed by the Company functions, operations and practices of the capital markets and/or by its controlled companies; operated and managed by the Company and/or its subsidiaries; (c) do not have a spouse, companion or relative as to the (c) not having a spouse, domestic partner or relative to the second degree who occupies management positions or second degree serving as director or officer of, or has an employment relationship with the Company or employed with, the Company or any of its subsidiaries; its controlled companies; and and

(d) does not hold positions in a company that could be (d) not holding a position in any company deemed to be a considered a competitor of the Company or of its competitor of the Company or its subsidiaries and, in controlled companies, and does not have, or represent, a addition, neither having, nor representing any party that conflict of interest with the Company or with its has, a conflict of interest with the Company or its controlled companies, with a conflict of interest being subsidiaries. A conflict of interest is presumed to exist presumed for a person who, cumulatively: (i) has been relative to any person that, cumulatively: (i) has been elected by a shareholder who has also elected the elected by a shareholder that has also elected a director in Director in the management of a competing company; a competitor company; and (ii) has ties arising from a and (ii) has a relationship of subordination with a subordinate relationship with the shareholder voting for shareholder who elected him or her. his or her election. Paragraph 5. For the purposes of item (d) of paragraph 4 of Article 22, a member of the Board of Directors shall be deemed elected if: (i) a shareholder of Group of Shareholders have elected him/her separately; or (ii) the shareholder or Group of Shareholders which votes, counted in separately, were sufficient for the election of the member of the Board of Directors in a cumulative voting procedure (or would be sufficient based on the total of shareholders present to the meeting, if the cumulative voting system had been adopted); or (iii) the shareholder or Group of Shareholders which votes, counted in 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 Group of Shareholders whose individual votes were sufficient to elect a Director; or (ii) the shareholder or Group of Shareholders 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 Group of Shareholders whose individual votes

separate, were sufficient for the compliance of minimum requirements for the exercise of right to vote in separate of the members of the Board of Directors, as established in paragraph 4 of Article 141 of Law No. 6,404/1976.

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 Paragraph 6. A majority of the Directors of the Company shall be Independent Directors, with Independent Directors, shall be Independent Directors, herein defined as persons that for the purposes of these Bylaws, being understood to be meet the following requirements: those who meet: (a) cumulatively, the criteria for independence established (a) all of the independence standards established in the Novo in the Listing Regulations of the Novo Mercado and in Mercado Listing Rules and in CVM Instruction No. 461/07, CVM Instruction No. 461/07; cumulatively; and (b) do not hold, direct or indirectly, voting interest equal or (b) not holding, and not having ties with any shareholder that higher than 5% of the Companys total capital stock or holds, whether directly or indirectly, ownership interest voting capital stock or do not have any relationship with in 5% or more of the issued and outstanding shares of a shareholder with interest equal or higher than 5% of stock, or voting stock of the Company. the Companys total capital stock or voting capital stock. Paragraph 7. Directors elected under article 141, paragraphs 4 and 5, of Law No. 6,404/76 shall also be considered Independent Directors, regardless of whether they meet the criteria for independence provided for in this Article. Paragraph 8. In addition to the requirements established in the preceding paragraphs, no more than one Director who maintains a relationship with the same owner of an Access Authorization or with the same entity, conglomerate or economic-financial group can be a member of the Board of Directors. Paragraph 7. Directors elected under paragraphs 4 and 5 of article 141 of Brazilian Corporate Law* shall also be considered 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. For the purposes of this Article, a relationship is Paragraph 9. For the purposes of this Article, having ties

considered to be:

with a party is defined as:

(a) an employment relationship; or one resulting from a (a) an employment relationship, or one arising from any permanent professional services agreement or agreement for provision of professional services on a participation in any management, advisory, fiscal or continuing basis or from participation in any deliberative body; management or advisory or deliberative body or fiscal council of an entity; (b) a direct or indirect ownership interest in a percentage (b) any direct or indirect ownership interest in exceeds 10% equal to or greater than 10% of the total capital or of the of the issued and outstanding shares of stock or voting voting capital; or stock of the Company; or (c) being a spouse, companion or relative up to the second (c) a relationship established through a spouse, domestic degree. partner or relative to the second degree. Paragraph 10. 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

Paragraph 10. The members of the Board of Directors who no longer fulfill, due to a supervening fact or one that was unknown at the time of their election, the requisites established in this Article, must be immediately replaced.

Subsection II Election

Article 23. Subject to the terms and conditions of Article 24, Article 23. Without prejudice to the provision of Article 24, a the election of the members of the Board of Directors shall slate system shall be adopted in elections of the members of observe the slate system. 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 Governance and Appointment Committee; or (ii) those that are appointed by any shareholder or Group of Shareholders in the manner provided for in paragraph 3 of his Article. 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 Governance and Appointment Committee shall, on the date the Shareholders General 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 identifying information; (ii) a complete description of his or her professional experience, mentioning the professional activities previously performed, as well as professional and academic qualifications; and (iii) information regarding the disciplinary and judicial proceedings that have been decided and have become unappealable in which he or she was subject to a sanction, as well as to state, if relevant, the existence of an impediment or conflict of interest under Article 147, paragraph 3, of Law No. 6,404/1976. Paragraph 3. The shareholders or group of shareholders who wish to propose a different slate to compete for slots on the Board of Directors must, at least five days before the date set for the Shareholders General Meeting, forward to the Board of Directors statements signed individually by the candidates they have recommended, containing the information mentioned in the previous paragraph, the Board of Directors, as advised by the Governance and Appointment Committee having the duty immediately to disclose, through a notice inserted in the Companys page on the internet and by forwarding, electronically, to the CVM and the equity trading segment of the manager of the stock exchange market (BOVESPA), the information that the documents relating to the other slates presented are available for the 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 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 impediments 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 at least five days before the date of the Shareholders Meeting, statements signed individually by the candidates they nominate, containing the information required in the preceding paragraph. The Board of Directors, as advised by the Nominations and Corporate Governance Committee shall promptly post notice in the Companys Internet site advising shareholders that the documents concerning other slates and related information are available at the registered office, and shall forward the same information via computer to the CVM and (BM&FBOVESPA)..

Adjusted for consistency with the integration process that combined BM&F and BOVESPA into BM&FBOVESPA.

shareholders at the Company headquarters. Paragraph 4. The names recommended by the Board of Directors or shareholders must be identified, if appropriate, as candidates for Independent Directors, observing the provision in paragraphs 6 and 7 of Article 22. 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. The same person may be part of two or more Paragraph 5. A single person may be nominated in two or slates, including that recommended by the Board of more slates, including the one proposed by the Board of Directors. Directors. Paragraph 6. Each shareholder may only vote for one slate Paragraph 6. Any shareholder shall vote for just one slate, and the votes shall be calculated in accordance with the and the candidates nominated in the slate that receives the limits provided for in Article 7, with the candidates of the highest number of votes shall be declared elected. slate with the highest number of votes at the Shareholders General Meeting being declared elected. Paragraph 7. Whenever candidates are recommended Paragraph 7. Where the candidates are nominated individually, the voting shall not be taken by the use of slates individually, the voting system shall dispense with the slate and shall take place through individual voting. system and votes shall be cast relative to each individual candidate. Article 24. In the election of the members of the Board of Directors, shareholders who represent at least 5% of the capital stock have the right to request the adoption of cumulative voting procedure, so long as their request is made at least 48 hours before the Shareholders General Meeting. 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. Adjusted for consistency with the integration process that combined BM&F and BOVESPA into Cross reference to article 7 deleted.

Paragraph 1. Immediately after receiving the request, the Paragraph 1. Promptly upon receiving the request, the Company must disclose, through a notice inserted on the Company shall release notice thereof in the Companys Companys page on the internet and by electronic means, Internet site advising shareholders that the election will take

forward to the CVM and BOVESPA, the information that the place in a cumulative voting process, and shall forward the cumulative voting procedure will be used in the election. same information, via computer, to the CVM and BM&FBOVESPA. Paragraph 2. With the Shareholders General Meeting instated, the Presiding Board shall calculate, based on the signatures in the Attendance Book and the number of shares owned by each of the shareholders present, the number of votes attributable to each shareholder or Group of Shareholders, subject however, to the limit established in Article 7. The number of members of the Board of Directors to be elected must be multiplied by the number of shares that shall not exceed 7% of the total of the Companys issued shares. Paragraph 3. Where the election of the members of the Board of Directors takes place using the cumulative voting procedure, the election shall not be by slates: the candidates for positions as members of the Board of Directors shall be those who are part of the slates mentioned in Article 23, as well as the candidates who come to be recommended by a shareholder who is present, so long as the statements signed by these candidates, with the content mentioned in paragraph 2 of Article 23, are presented to the Shareholders General Meeting. Paragraph 4. Each shareholder or Group of Shareholders shall have the right to cumulate their votes for a single candidate or distribute them between several. Those candidates receiving the greatest number of votes shall be declared elected. Paragraph 2. On convening the meeting, the presiding officers shall determine the number of eligible votes attributable to each shareholder or Group of Shareholders, based on the signatures affixed to the Shareholders Attendance List, 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.

BM&FBOVESPA

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 these Bylaws..

Paragraph 4. Any shareholder or Group of Shareholders 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. The offices which, as a result of a tie, are not Paragraph 5. Where a tie is determined to have occurred for filled, shall be the subject of a new vote, using the same any given board seat, an additional voting round shall take

procedure, adjusting the number of votes that each place after the number of eligible votes attributable to each shareholder or Group of Shareholders shall have in a shareholder or Group of Shareholders. function of the number of positions to be filled. Paragraph 6. Whenever the election has been held using this procedure, the removal of any member of the Board of Directors by the Shareholders General Meeting shall result in the removal of the other members, proceeding to a new election; in the remaining cases in which there is a vacancy on the Board of Directors, the next Shareholders General Meeting shall proceed with the election of the entire Board. Paragraph 7. If the Company is under control of a controlling shareholder or group, as defined in Article 116 of Law number 6,404/1976, shareholders representing 10% of the capital stock may request, in the manner provided in paragraphs 4 and 5 of Article 141 of Law number 6,404/1976, that the election of one of the members of the Board of Directors be carried out separately, the terms and conditions of Article 23 not being applicable. 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 Group of Shareholders, (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 Chair and Vice Chair from among its members. The appointment shall take place in the first meeting held after the Directors take office. Subsection III Meetings and Substitutions

Article 25. The Board of Directors shall elect, from among its members, its Chairperson and its Vice Chairperson. This election must take place in the first meeting after the members of the Board of Directors have taken their positions. Subsection III Meetings and Substitutions

Article 26. The Board of Directors shall meet, ordinarily, at Article 26. The Board of Directors shall meet, ordinarily, at least every two months, in accordance with the calendar to be least every two months, in accordance with the calendar to be published in the first month of each fiscal year by the published in the first month of each fiscal year by the Chair,

Chairperson, and extraordinarily, whenever necessary, when and extraordinarily, whenever necessary, when convened in convened in the manner described in paragraph 1 of this the manner described in paragraph 1 of this Article or two Article or two thirds of its members. thirds of its members. Paragraph 1. The call notice to the meetings shall be made by Paragraph 1. The Chair or the Vice Chair, if the former is the Chairperson of the Board of Directors or, in her/his absent, shall issue call notices of meetings of the Board of absence, by the Vice Chairperson. 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, the agenda. Paragraph 3. The meetings of the Board of Directors shall be convened with, at least, 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 telephone conference, videoconference or by any other means of communication that allows the identification of the Director and the simultaneous 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 decisions and discussions of the Board of Directors or any other management bodies, exercise the right to vote or, in any manner, intervene in the matters in which he or she, directly or indirectly, has a 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, the agenda. Paragraph 3. The meetings of the Board of Directors shall be convened with, at least, 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 simultaneous 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 decisions and discussions of the Board of Directors or any other management bodies, exercise the right to vote or, in any manner, intervene in the matters in which he or she, directly or indirectly, has a

conflict of interests with those of the Company, under the conflict of interests with those of the Company, under the terms of the law. 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 Chairperson of the Board of Directors shall cast the deciding vote in case of tie. 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 Chair 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 Chief Executive Officer, or his or her substitute, shall take part in the meetings of the Board of substitute, shall take part in the meetings of the Board of Directors, but shall withdraw on request of the directors. Directors, but shall withdraw on request of the directors. Article 27. Except otherwise provided for in paragraph 6 of 0 and observing the Sole paragraph of this Article, if there is a vacancy as a member of the Board of Directors, the replacement shall be appointed by the other Directors based on a recommendation of the Governance and Appointment Committee to serve until the next Shareholders General Meeting, when a new Director must be elected to 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 General 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 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 as a member 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 to 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.

replaced.

Sole paragraph. In case of a vacancy in the position of Sole paragraph. In the event of vacancy in the position of Chairperson of the Board of Directors, the Vice Chairperson Board Chair, the Vice Chair shall fill in the position until such shall occupy the vacant position until the election of a new time as a new Chair is elected. Chairperson. Article 28. In cases of absence or temporary impediment, 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 Independent Director, the Director who represents him or her must also fall within the classification of Independent Director. Paragraph 2. In case of absence or temporary impediment of the Chairperson of the Board, his or her functions shall be performed, temporarily, by the Vice Chairperson or by another member of the Board appointed by him or her. Article 28. In cases of absence or temporary impediment, 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 Independent Director, the Director who represents him or her must also fall within the classification of Independent Director. Paragraph 2. In the event of absence or temporary impediment of the Chair of the Board, his or her functions shall be provisionally filled in by the Vice Chair or another director appointed by the Vice Chair.

Paragraph 3. In case of absence or temporary impediment of Paragraph 3. In the event of absence or temporary the Vice Chairperson, the Chairperson shall have the duty to impediment of the Vice Chair, the Chair shall appoint a appoint, from among the other members of the Board of replacement from among the other Directors. Directors, his or her substitute. Subsection IV Duties Article 29. The Board of Directors has the duty to: Subsection IV Duties Article 29. The responsibilities of the Board of Directors include the following:

(a) determine the general business guidelines of the (a) determining the general business guidelines of the Company and its controlled companies, including the Company and its subsidiaries; approving the annual approval and amendment of the annual budget of the budget and budget revisions of the Company and Company and its controlled companies and set the subsidiaries; and setting strategic plans and targets for targets and business strategies for the subsequent future periods, overseeing execution; period, using its best efforts for its proper performance; (b) elect and remove the Officers of the Company and (b) electing and removing the Executive Officers of the establish their duties, observing the provisions of these Company and approving the Executive Management Bylaws; Internal Regulation, whereas giving regard to the provisions of these Bylaws; (c) oversee the management of the Officers, examine the (c) overseeing management; examining the books and Companys books and documents at any time, as well as records of the Company at any time, requesting request information on contracts entered into or about to information on previous or impending transactions and be entered into or any other acts; any other management acts;

(d) decide on the convening of Shareholders General (d) deciding on whether and when to call the Shareholders Meeting; Meetings; (e) submit to the Shareholders General Meeting, with its (e) submitting the Management Report and accounts, and opinion, the Management Report, the accounts of the the annual financial statements to the Shareholders Executive Committee and the financial statements Meeting, along with its recommendations; relating to each fiscal year; (f) present to the Shareholders General Meeting the (f) presenting to the Shareholders Meeting the proposal on proposal for the allocation of the net profits of the fiscal allocation of the net income for the year; year; Cross reference included in connection with the exception related to the contracting of liquidity facility transactions by the Executive

(g) grant prior authorization for contracts of any type, as (g) granting prior authorization for the execution of well as transactions and waivers of rights, that result in agreements of any kind, as well as settlements or waivers obligations for the Company in amounts greater than of rights, which in any event imply liabilities for the the Reference Amount, as defined in the sole paragraph Company at amounts in excess of the Reference Amount,

of this Article, and that are not provided in the annual budget;

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 (e) of Article 38 of these Bylaws;

Management, per article 38(e) below..

(h) give prior investment authorization, of a single type, (h) granting prior authorization for investments of a single that exceed the Reference Amount, when not provided nature not contemplated in the annual budget and whose in the annual budget; aggregate amount exceeds the Reference Amount; (i) give prior authorization for any loan, financing, issuance (i) granting prior authorization for any loan, financing, bond or cancellation of simple debentures, not convertible issuance, or cancellation of simple, non-convertible into shares and without fixed guarantee, or a granting of debentures not secured by collateral, or for the giving of any fixed guarantee or surety by the Company in favor collateral or personal guarantees by the Company on of its controlled companies in an amount greater than behalf of its subsidiaries, where the amount involved is in the Reference Amount, when not provided in the annual excess of the Reference Amount and the transaction has budget; not been contemplated in the annual budget; authorize the Executive Office to acquire, alienate and (j) authorizing the Executive Management Board to acquire, constitute collateral or encumbrances of any type on the or dispose of, or give collateral or create liens of any kind goods that form the permanent assets of the Company, on permanent assets of the Company, where the amount in amounts representing a liability greater than the involved implies liability in excess of the Reference Reference Amount and that are not provided in the Amount and the transaction has not been contemplated annual budget; in the annual budget;

(j)

(k) grant prior authorization for the entering into of (k) granting prior authorization for the Company or a partnership or shareholder agreements involving the subsidiary to enter into partnership or shareholders Company or its controlled companies; agreements involving the Company or its subsidiaries; (l) cast the votes by the Company representative in the (l) deciding on the voting instructions where the Company Shareholders General Meetings of the companies in is to attend shareholders meetings of companies in which which the Company has any interests, or give prior it holds ownership interest, and granting prior consent approval for the amendment of the respective corporate for approval of amendments to the articles of association bylaws, when the amounts of this participation are or bylaws of any investees, where the interest value is in

greater than the Reference Amount, as provided for in item (j) of Article 16;

excess of the Reference Amount, due regard being given to the provision under item (j) of Article 16;

(m) appoint the Executive Office of the controlled (m) appointing the Executive Officers of the subsidiaries, companies, with the appointment of the main executives provided that, unless otherwise decided by 75% of the at the same time of that of the Chief Executive Officer, Directors, the appointment of the lead executives will unless otherwise approved by 75% of the Directors; coincide with that of the Chief Executive Officer; (n) decide on the acquisition by the Company of its own (n) deciding on proposals for the Company to repurchases of shares, to be held in treasury and/or for later its own shares whether for the shares to be kept as cancellation or alienation; treasury stock or for cancellation or subsequent reissue; (o) decide, except for the shareholder interests arising from (o) having due regard for the corporate purposes stated in the financial investment policy of the Company and Article 3, deciding on acquisitions of ownership interest observing the provision of Article 3, concerning the in other companies, and membership in philanthropic Companys participation in other companies, as well as associations and organizations, where the amount in charitable associations and organizations, when the involved is in excess of the Reference Amount and except amounts involved are greater than the Reference for interest acquired within the scope of the Companys Amount; policy on financial investments; (p) authorize the Company to grant guarantees in third- (p) granting authorization, regardless of the amount party obligations with any amount and, not related to involved, for the Company to guarantee third-party the Companys purposes, mainly with regard to its obligations under transactions unrelated to the Company settlements central office activities (whether performed business or not arising from its operations, in particular by itself or its controlled companies); in connection with its role as central counterparty clearing (and whether involving the Company or a subsidiary); (q) define the list containing three names of companies (q) defining the three nominations list of selected specialized specialized in economic valuations of companies for the firms, proposed for a valuation of the Company shares preparation of a valuation report on the shares of the and preparation of the valuation report, in the event a Company, in cases of cancellation of publicly-held tender offer is to be conducted in a going private process company registration or delisting from the Novo (and cancellation of the public company registration) or Rephrased to clarify the list of specialist valuation firms should be presented in the case of a tender offer triggered by a going private process (cancellation of public company

Mercado, in the manner described in paragraph 2 of Article 63; (r) approve the hiring of the registrar of shares;

for the Company to delist from the Novo Mercado, as provided in paragraph 2 of Article 63 of these Bylaws; (r) approving the hiring of a registrar to provide securities bookkeeping services;

registration).

(s)

decide on the payment or credit of interest on (s) deciding on distributions (for payment or crediting to shareholders capital to the shareholders, under the shareholders) of interest on shareholders equity, terms of the applicable legislation; pursuant to applicable legislation; choose and remove the independent auditors, in (t) appointing and removing the independent auditors, accordance with item (a) of Article 47, and while giving regard to item (a) of Article 47, and

(t)

(u) appoint, from among its members the members of the (u) appointing the members of the permanent Advisory permanent advisory Committees and the other Committees from among the Directors, and the members Commissions and temporary work groups to be created of other committees or temporary working groups by the Board of Directors. established by the Board of Directors; and. Currently absent provision (v) expressing and disclosing to the market, within fifteen (15) days after publication of the announcement of any type of tender offer initiated for shares issued by the Company, a reasoned opinion advising shareholders on (i) the timing and convenience of the bid vis--vis the interests of shareholders and the liquidity of their shares; (ii) the impact of the offer on the business interests of the Company; (iii) the bidders announced strategic plans for the Company; and (iv) any other point of consideration the Board may deem relevant, in addition to information required under the applicable CVM rules. Provision added for consistency with the revised NM regulation (requires the Board of Directors to issue an opinion on tender offers initiated for shares of the Company, sets minimum required contents and a deadline for release of the opinion)

Sole paragraph. For the purposes of these Bylaws, the Sole paragraph. For purposes of these Bylaws, the Reference Reference Amount shall be equal to 1% of the net worth of Amount shall equal 1% of the net equity value of the

the Company, as determined at the end of the immediately Company, as determined at the end of the immediately preceding fiscal year. preceding year. Article 30. The Board of Directors also has the power to: Article 30. The Board of Directors shall also have powers to:

(a) approve the Access Regulations, as well as the rules (a) approve the Access Regulations, as well as the rules relating to the admission, suspension and exclusion are relating to the admission, suspension and exclusion are the holders of the Access Authorizations, and also the the holders of the Access Authorizations, and also the remaining regulatory, operating and liquidation rules remaining regulatory, operating and liquidation rules that that shall discipline and define the operations performed shall discipline and define the operations performed with with the securities, contracts admitted for trading and/or the securities, contracts admitted for trading and/or registered in any of the systems for trading, registration, registered in any of the systems for trading, registration, clearance and settlement administered by the Company clearance and settlement administered by the Company and by its controlled companies; and by its subsidiaries; (b) approve the rules relating to listing, suspension and (b) approve the rules relating to listing, suspension and delisting of securities and contracts and respective delisting of securities and contracts and respective issuers, issuers, as applicable; as applicable; (c) approve the operating regulations and rules relating to (c) approve the operating regulations and rules relating to the Clearing Houses and systems that provide the Clearing Houses and systems that provide registration, clearing and settlement services for registration, clearing and settlement services for transactions performed in markets administered by the transactions performed in markets administered by the Company and its controlled companies; Company and its subsidiaries;

(d) approve the Code of Ethics of Market Participants (d) approve the Code of Ethics of Market Participants administered by the Company, that must contain rules administered by the Company, that must contain rules of of conduct necessary for the proper functioning of the conduct necessary for the proper functioning of the markets, and for the maintenance of high ethical markets, and for the maintenance of high ethical standards of negotiation in these markets, as well as to standards of negotiation in these markets, as well as to regulate the functioning and composition of the Ethics regulate the functioning and composition of the Ethics Committee and to elect its members; Committee and to elect its members;

(e) establish the penalties that may apply to breaches of the (e) establish the penalties that may apply to breaches of the rules approved by the Board of Directors; rules approved by the Board of Directors; (f) decide on the granting of the Access Authorizations, this (f) decide on the granting of the Access Authorizations, this decision being subject, within thirty (30) days, to a decision being subject, within thirty (30) days, to a request request for review to the Shareholders General Meeting, for review to the Shareholders Meeting, which must which must provide a definitive decision on the subject, provide a definitive decision on the subject, observing the observing the provisions in the law in effect; provisions in the law in effect;

(g) decide concerning the suspension and the cancellation (g) decide concerning the suspension and the cancellation of of the Access Authorizations, as well as to analyze the the Access Authorizations, as well as to analyze the cases cases where there is a change in the control and where there is a change in the control and recommendations of new administrators of companies recommendations of new administrators of companies that are holders of Access Authorizations; that are holders of Access Authorizations; (h) order the full or partial recess of the markets (h) order the full or partial recess of the markets administered by the Company and by its controlled administered by the Company and by its subsidiaries, companies, where a gross emergency situation has been where a gross emergency situation has been recognized recognized that may affect the normal functioning of that may affect the normal functioning of market market activities, immediately communicating the activities, immediately communicating the decision, duly decision, duly founded, to the CVM; founded, to the CVM; (i) approve the annual report on the operating risks control (i) approve the annual report on the operating risks control systems and the business continuity plan of the systems and the business continuity plan of the Company Company and of its controlled companies; and of its subsidiaries; decide concerning the creation, allocation and (j) decide concerning the creation, allocation and maintenance of funds and the other safeguarding maintenance of funds and the other safeguarding mechanisms, for the operations performed in the mechanisms, for the operations performed in the systems systems and markets administered by the Company and and markets administered by the Company and its its controlled companies, regulating the situations and subsidiaries, regulating the situations and procedures for procedures for their use. their use.

(j)

Sole paragraph. The Board of Directors may delegate to the Executive Office of the Company the setting of technical, financial and operating criteria that complement the rules and regulations stated in items (a), (b) and (c) of this Article.

Sole paragraph. The Board of Directors may delegate to the Executive Management Board of the Company the setting of technical, financial and operating criteria that complement the rules and regulations stated in items (a), (b) and (c) of this Article. 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. The Officers have 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.

Section II Executive Office Article 31. The Executive Office is the body that represents the Company, having the power to perform all acts of the management of corporate business. The Officers have 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 General 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 controlled companies. Article 32. The Executive Office shall be comprised of five up to nine Officers, one being the Chief Executive Officer and eight Executive Officers. All of the Officers 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.

Article 32. The Executive Management Board shall be comprised of five up to nine Officers, one being the Chief Executive Officer and eight Executive Officers. All of the Officers 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.

Sole paragraph. The Board of Directors shall designate, from Sole paragraph. The Board of Directors shall designate, from among the Officers of the Company, the one (those) who among the Officers of the Company, the one (those) who shall shall fulfill the duties of Finance and Investor Relations fulfill the duties of Finance and Investor Relations Officer. Officer. Article 33. The Officers shall have full time dedication to the Article 33. The Executive Officers work for the Company on

company and may not, during their offices maintain a relationship, as defined in paragraph 8 of Article 22, with: (i) holders of Access Authorizations, (ii) shareholders or Groups of Shareholders holding 5% or more of the voting capital in the Company, (iii) an institution that is part of the securities dealership system in Brazil or abroad, (iv) publicly-traded Companies; (v) an institution that acts in management of securities portfolios; (vi) qualified investors.

an exclusive dedication basis and are not permitted while in office to have ties (as defined in paragraph 8 9 of Article 22): (i) with holders of a permit for access to the Companys markets, (ii) with a shareholder or Group of Shareholders 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. Persons eligible to act as Chief Executive Officer are those that meet all applicable legal and regulatory requirements and the requirements established in paragraph 4 of Article 22, provided due regard shall be given to the provision in the sole paragraph of Article 20 of these Bylaws. Paragraph 1. All remaining Officers shall be recommended to the Board of Directors by the Chief Executive Officer. Should the Board of Directors not approve the presented recommendations, new names must be recommended, until they are approved by the Board of Directors. Paragraph 2. The Chief Executive Officer may order the immediate removal of any Officer of the Company until the meeting of the Board of Directors at which such removal will be decide.

Cross reference corrected.

Article 34. Only people who, in addition to the legal and regulatory requirements, meet the conditions established in paragraph 4 of Article 22 may be elected as Chief Executive Officer.

Cross references the proposed sole paragraph of article 20 (the roles of board chair and chief executive officer must not be accumulated by a single person).

Paragraph 1. All remaining Officers shall be recommended to the Board of Directors by the Chief Executive Officer. Should the Board of Directors not approve the presented recommendations, new names must be recommended, until they are approved by the Board of Directors. Paragraph 2. The Chief Executive Officer may order the immediate removal of any Officer of the Company until the meeting of the Board of Directors at which such removal will be decide.

Article 35. The Chief Executive Officer has the following Article 35. The Chief Executive Officer has the following powers, additionally to the other attributions established in powers, additionally to the other attributions established in these Bylaws: these Bylaws: (a) convene and chair the meetings of the Executive (a) convene and chair the meetings of the Executive

Committee;

Management Board;

(b) propose to the Board of Directors the rules and (b) propose to the Board of Directors the rules and composition of the Executive Committee; composition of the Executive Management Board; (c) guide and coordinate the activities of the remaining (c) guide and coordinate the activities of the remaining Officers; Officers;

(d) undertake the general planning of the Company and of (d) undertake the general planning of the Company and of its its controlled companies; subsidiaries; (e) approve the organizational structure of the Company, (e) approve the organizational structure of the Company, contracting and controlling the executive staff, the contracting and controlling the executive staff, the technicians, auxiliaries and consultants it believes are technicians, auxiliaries and consultants it believes are convenient or necessary, defining positions, functions convenient or necessary, defining positions, functions and and compensation and setting their duties and powers, compensation and setting their duties and powers, observing the directives imposed by the budget observing the directives imposed by the budget approved approved by the Board of Directors; by the Board of Directors; (f) establish the Market Risk Technical Committee, and (f) establish the Market Risk Technical Committee, and regulate its operation, membership, roles and regulate its operation, membership, roles and responsibilities, setting member compensation, as responsibilities, setting member compensation, as applicable and with due regard for the standards applicable and with due regard for the standards established by the Compensation Committee; established by the Compensation Committee;

(g) create other Technical Committees, Consulting or (g) create other Technical Committees, Consulting or Operating Committees, Technical Commissions for the Operating Committees, Technical Commissions for the Customization, Classification and Arbitration, Customization, Classification and Arbitration, workgroups and advisory bodies, defining their workgroups and advisory bodies, defining their composition, roles and responsibilities; composition, roles and responsibilities; (h) determine prices, charges, compensation, commissions (h) determine prices, charges, compensation, commissions and contributions and any other costs to be charged to and contributions and any other costs to be charged to holders of Access Authorizations and to third parties, holders of Access Authorizations and to third parties, for

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; (i)

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;

propose to the Board of Directors the regulatory, (i) propose to the Board of Directors the regulatory, operating and clearing rules that shall govern and define operating and clearing rules that shall govern and define the operations performed with the securities and the operations performed with the securities and contracts contracts admitted for trading in the systems admitted for trading in the systems administered by the administered by the Company or by its controlled Company or by its subsidiaries and/or listed in any of companies and/or listed in any of their respective their respective trading, registration, clearing and trading, registration, clearing and settlement systems; settlement systems; determine the securities, certificates and contracts that (j) determine the securities, certificates and contracts that shall be admitted for trading, registration, clearing and shall be admitted for trading, registration, clearing and settlement in the environment and systems settlement in the environment and systems administered administered by the Company, as well as to determine by the Company, as well as to determine the suspension the suspension or cancellation of the trading, or cancellation of the trading, registration, clearing and registration, clearing and settlement of these securities settlement of these securities and contracts; and contracts;

(j)

(k) supervise in real-time and inspect the transactions (k) supervise in real-time and inspect the transactions traded traded and/or registered in any of the trading, and/or registered in any of the trading, registration, registration, clearing and settlement systems under the clearing and settlement systems under the Companys Companys surveillance; surveillance; (l) take measures and adopt procedures to prevent the (l) take measures and adopt procedures to prevent the realization of operations that may constitute breaches of realization of operations that may constitute breaches of legal and regulatory rules, compliance with which is a legal and regulatory rules, compliance with which is a duty of the Company to oversee; duty of the Company to oversee;

(m) in cases of gross emergencies, to declare the total or (m) in cases of gross emergencies, to declare the total or partial recess of the markets under the Company and its partial recess of the markets under the Company and its

controlled companies surveillance, immediately communicating the decision to the Board of Directors and the CVM;

subsidiaries surveillance, immediately communicating the decision to the Board of Directors and the CVM;

(n) to cautiously order the suspension, for the maximum (n) to cautiously order the suspension, for the maximum period of 90 days, of the activities of holders of Access period of 90 days, of the activities of holders of Access Authorizations, in cases provided in the Access Authorizations, in cases provided in the Access Regulation or the remaining rules passed by the Board Regulation or the remaining rules passed by the Board of of Directors, or, also, where there is an apparent breach Directors, or, also, where there is an apparent breach of of the Code of Ethics, immediately communicating the the Code of Ethics, immediately communicating the suspension to the CVM and the Brazilian Central Bank; suspension to the CVM and the Brazilian Central Bank; (o) prevent the performance of the operations in (o) prevent the performance of the operations in negotiation, negotiation, registration, clearing and settlement registration, clearing and settlement systems of the systems of the Company, when there is evidence that Company, when there is evidence that these may these may constitute breaches of the legal and constitute breaches of the legal and regulatory rules with regulatory rules with which compliance is a duty of the which compliance is a duty of the Company to oversee; Company to oversee; (p) cancel trades and/or registration of any of the (p) cancel trades and/or registration of any of the negotiation, negotiation, registration, clearance or settlement of any registration, clearance or settlement of any transactions transactions undertaken at the systems of the Company, undertaken at the systems of the Company, even if they even if they are not yet liquidated, as well as suspend are not yet liquidated, as well as suspend their their liquidation, in case of infraction to the legal and liquidation, in case of infraction to the legal and regulatory rules overseen by the Company; regulatory rules overseen by the Company; (q) determine special procedures for any operations (q) determine special procedures for any operations performed and/or registered in any of the negotiation, performed and/or registered in any of the negotiation, registration, clearance or settlement systems of the registration, clearance or settlement systems of the Company, as well as to establish conditions for their Company, as well as to establish conditions for their liquidation; liquidation; (r) immediately inform the CVM of the occurrence of (r) immediately inform the CVM of the occurrence of events

events that affect, even if only temporarily, the operation of the markets under the Companys surveillance, and (s)

that affect, even if only temporarily, the operation of the markets under the Companys surveillance, and

send to the CVM, within the deadline and in the manner (s) send to the CVM, within the deadline and in the manner specified by it, the information and the reports relating specified by it, the information and the reports relating to to the operations performed and/or registered in any of the operations performed and/or registered in any of the the negotiation, registration, compensation and negotiation, registration, compensation and liquidation liquidation systems of the Company. systems of the Company. Paragraph 1. The decisions taken by the Chief Executive Officer in exercising the powers that are dealt with in lines (n) to (q) 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. Paragraph 3. The Market Risk Technical Committee stated in item (f) of this Article shall be comprised by Executive Officers and other Companys employees appointed by the Chief Executive Officer and shall have the following responsibilities: (i) analyze the macroeconomic scenario and related risks to the markets in which the Company participates; (ii) define the criteria and parameters to calculate margin values; (iii) define the criteria and parameters for the valuation of assets received as collateral; (iv) define 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) propose policy for deposited margin surveillance; (vi) analyze

Paragraph 1. The decisions taken by the Chief Executive Officer in exercising the powers that are dealt with in lines (n) to (q) of the lead paragraph 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. Paragraph 3. The Market Risk Technical Committee stated in item (f) of this Article shall be comprised by Executive Officers and other Companys employees appointed by the Chief Executive Officer and shall have the following responsibilities: (i) analyze the macroeconomic scenario and related risks to the markets in which the Company participates; (ii) define the criteria and parameters to calculate margin values; (iii) define the criteria and parameters for the valuation of assets received as collateral; (iv) define 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 controlled companies surveillance, to be used, inclusive, for opened contracts; (v) propose policy for deposited margin

surveillance; (vi) analyze the market leverage; (vii) recommend any criteria, limits and parameters for the credit risk management of the market participants; (viii) analyze and recommend solutions for the enhancement of the risk management systems; and (ix) prepare any other analysis related to the abovementioned activities. Article 36. The Officer who performs the duties of Finance Officer has the power to: (i) plan and write budgets and work plans and of investments of the Company, annual or multiannual relating to the activities of the Company; (ii) answer for the control of the execution of budgets that are referred to in the previous line; (iii) administer and invest the financial resources of the Company, and supervise the same activities performed by the Companys controlled companies, and (iv) manage the accounts, financial and fiscal/tax planning sectors of the Company. Article 37. The Investor Relations Officer has the power to disclose information to investors, the CVM and the stock exchange or over-the-counter market where the Companys securities will be negotiated, as well as to maintain the registration of the Company in compliance with applicable CVM rules.

the market leverage; (vii) recommend any criteria, limits and parameters for the credit risk management of the market participants; (viii) analyze and recommend solutions for the enhancement of the risk management systems; and (ix) prepare any other analysis related to the abovementioned activities. Article 36. The Officer who performs the duties of Finance Officer has the power to: (i) plan and write budgets and work plans and of investments of the Company, annual or multiannual relating to the activities of the Company; (ii) answer for the control of the execution of budgets that are referred to in the previous line; (iii) administer and invest the financial resources of the Company, and supervise the same activities performed by the Companys subsidiaries, and (iv) manage the accounts, financial and fiscal/tax planning sectors of the Company. Article 37. The Investor Relations Officer has the power to disclose information to investors, the CVM and the stock exchange or over-the-counter market where the Companys securities will be negotiated, as well as to maintain the registration of the Company in compliance with applicable CVM rules.

Article 38. The Executive Office shall perform the following Article 38. The responsibilities of the Executive Management duties: Board include the following: (a) authorize the opening, closing or changing of the (a) authorize the opening or closing and moving of address of branches, agencies, deposits, offices or any branches, agencies, deposits, offices or any other other establishments of the Company in Brazil or establishment of the Company in Brazil or elsewhere; abroad;

(b) submit, annually, for the consideration of the Board of (b) submit annually, for the consideration of the Board of Directors, the Management Report and the Executive Directors, the Management Report and the financial Offices financial figures, accompanied by the statements, accompanied by the independent auditors independent auditors report, as well as the proposal for report, as well as the proposal on allocation of net income the allocation of profits recorded in the previous fiscal for the year; year; (c) prepare and propose to the Board of Directors, the (c) prepare and propose to the Board of Directors the annual annual and multiannual budget, the strategic plans, the budget, multi-year budgets, strategic plans, expansion expansion plans and investment programs; plans and investment programs;

(d) grant prior authorization to the acquisition or alienation, (d) grant prior authorization for the Company or any by the Company or by its controlled companies, of subsidiary to acquire or dispose of movable assets or real chattel or real property, the creation of fixed guarantees property assets, to establish possessory lien or nonor encumbrances of any type over these assets, the possessory lien or other encumbrances on these assets, or taking out a loan, financing and the concession of a fixed to take out a loan, or agree a financing arrangement, or or personal guarantee, in amounts that represent a lower give security interest or personal guarantees, for an liability than that of the Reference Amount provided in amount representing liability below the Reference the sole paragraph of Article 29, and Amount provided in the sole paragraph of Article 29; and Provision currently absent. (e) 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; and Provision added to make it clear that the executive officers haves authority to enter into and/or renew existing liquidity facility agreements.

(e) approve, by the Chief Executive Officers request, on (fe) on request of the Chief Executive Officer, decide on any any matter not within the exclusive power of the matters not included within the scope of exclusive Shareholders General Meeting or of the Board of authority of the Shareholders Meeting or the Board of

Provision renumbered.

Directors. Subsection I - Replacement and Vacancy on the Executive Committee Article 39. The Chief Executive Officer shall be substituted: (i) in the event of absence or impediment for a maximum 30day period, by another Officer appointed by him; (ii) when on leave for over 30 days and less than 120 days, by the 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 Chief Executive Officer pursuant to the proceedings established in these Bylaws. Article 40. The other Officers shall be substituted: (i) for absence or impediment or leave for a period not exceeding 120 days, by an Officer appointed by the Chief Executive Officer; 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 Officer, under the procedures established in paragraph 1 of Article 34. Subsection II - Executive Committee Meetings Article 41. Except as provided in Article 42 below, the Executive Office meetings shall be deemed valid with the presence of at least half plus one of the elected Officers and resolutions shall require a majority vote of those present. The Chief Executive Officer shall cast the deciding vote in case of tie.

Directors. Subsection I - Replacements and Vacancy in the Executive Management Board Article 39. The Chief Executive Officer shall be substituted: (i) in the event of absence or impediment for a maximum 30-day period, by another Officer appointed by him; (ii) when on leave for over 30 days and less than 120 days, by the 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 Chief Executive Officer pursuant to the proceedings established in these Bylaws. Article 40. The other Officers shall be substituted: (i) for absence or impediment or leave for a period not exceeding 120 days, by an Officer appointed by the Chief Executive Officer; 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 Officer, under the procedures established in paragraph 1 of Article 34. Subsection II Meetings of the Executive Management Board Article 41. Except as provided in Article 42 below, the meetings of the Executive Management Board shall be deemed valid with the presence of at least half plus one of the elected Officers and resolutions shall require a majority vote of those present. The Chief Executive Officer shall cast the deciding vote in case of tie.

Article 42. Without prejudice to the specific attributes of the Chief Executive Officer and the other Officers, the Officers responsible for the respective areas must be present for decisions:

Article 42. Without prejudice to the specific attributes of the Chief Executive Officer and the other Officers, the Officers responsible for the 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 the Clearing Houses, specifying the relevant measures taken Clearing Houses, specifying the relevant measures taken in accordance with applicable regulations; in accordance with applicable regulations; (b) Establishment of operating, credit and risk limits for (b) Establishment of operating, credit and risk limits for Clearing Houses direct or indirect participants, acting Clearing Houses direct or indirect participants, acting individually or as a group, each subject to the specific individually or as a group, each subject to the specific procedures; procedures; (c) Definition of the Clearing Houses ordinary procedures, (c) Definition of the Clearing Houses ordinary procedures, as well as the procedure for the implementation of trade as well as the procedure for the implementation of trade systems and guarantee and risk systems by them; and systems 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 markets held by holders of Access Authorizations or their clients. held by holders of Access Authorizations or their clients. Subsection III - Company Representation Subsection III - Company Representation

Article 43. Except as provided otherwise in the paragraphs of Article 43. Except as provided otherwise in the paragraphs of this Article, the Company shall be represented and shall only this Article, the Company shall be represented and shall only be deemed bound by an act or signature: be deemed bound by an act or signature: (a) of two Officers; (a) of two Officers;

(b) of any Officer jointly with an attorney-in-fact with specific (b) of any Officer jointly with an attorney-in-fact with powers; or specific powers; or

(c) two attorneys-in-fact with specific powers.

(c) two attorneys-in-fact with specific powers.

Paragraph 1. No acts for which these Bylaws require prior Paragraph 1. No acts for which these Bylaws require prior authorization from the Board of Directors shall be valid authorization from the Board of Directors shall be valid without this approval. without this approval. Paragraph 2. The Company may be represented by a single Paragraph 2. The Company may be represented by a single Officer or attorney-in-fact holding specific powers to: Officer or attorney-in-fact holding specific powers to: (a) represent the Company in routine activities performed (a) represent the Company in routine activities performed outside the Companys principal place of business; outside the Companys principal place of business; (b) represent the Company at Shareholders General (b) represent the Company at Shareholders Meetings and Meetings and meetings of the partners at companies in meetings of the partners at companies in which the which the Company holds an interest; Company holds an interest; (c) represent the Company in court, except for acts that (c) represent the Company in court, except for acts that entail entail waiving rights; or waiving rights; or

(d) represent the Company in simple administrative (d) represent the Company in simple administrative routines, routines, including those related to public agencies, including those related to public agencies, mixed-capital mixed-capital companies, boards of trade, labor courts, companies, boards of trade, labor courts, the National the National Social Security Institute (Instituto Nacional Social Security Institute (Instituto Nacional do Seguro do Seguro Social), or INSS, the Employees Time in Social), or INSS, the Employees Time in Service Service Guarantee Fund (Fundo de Garantia do Tempo de Guarantee Fund (Fundo de Garantia do Tempo de Servio), Servio), or FGTS, and banks receiving such payments or FGTS, and banks receiving such payments and other and other activities of a similar nature. activities of a similar nature. Paragraph 3. The Board of Directors may authorize specific acts that shall be binding on the Company subject to signature of only one Officer or attorney-in-fact, or furthermore establish authority and jurisdiction for a single representative to perform such acts. Paragraph 3. The Board of Directors may authorize specific acts that shall be binding on the Company subject to signature of only one Officer or attorney-in-fact, or furthermore establish authority and jurisdiction for a single representative to perform such acts.

Article 44. Powers of attorney shall always be granted or revoked by two Officers, including the Chief Executive Officer, 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 III - Ancillary Administrative Bodies

Article 44. Powers of attorney shall always be granted or revoked by two Officers, including the Chief Executive Officer, 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 III - Ancillary Administrative Bodies

Article 45. The Company shall have the following mandatory Article 45. The Company shall have the following mandatory committees to advise the Board of Directors: committees to advise the Board of Directors: (a) Audit Committee; (b) Governance and Appointment Committee; (c) Compensation Committee. (a) Audit Committee; (b) Nominations and Corporate Governance Committee; (c) Compensation Committee; and. (d) Risk Committee. Provision added to make the risk committee (created by the board in 2009) a permanent, mandatory board advisory committee, on equal footing with the other advisory committees.

Currently non-existing

Paragraph 1. The Committees shall exercise their duties with Paragraph 1. The Committees shall likewise perform their regard to companies in which the Company has an interest. functions with regard to companies in which the Company has an interest. Paragraph 2. The Board of Directors may create additional committees to advise Company Management and appoint their members. These committees shall be subject to specific and restrictive objectives and be created for a specific period. 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 duties of the committees established in this Paragraph 3. The Board of Directors shall also establish the

Article shall be governed by the Board of Directors. Subsection I - Audit Committee Article 46. The Audit Committee shall be comprised of five members, all of which shall be independent, of which at least one and up to two shall be Independent Members of the Board, whereas at least three and up to four shall outside and independent members (Outside Members), subject to the terms and conditions of paragraph 2 of Article 46.

responsibilities and compensation of the committee members. Subsection I - Audit Committee Article 46. The Audit Committee shall be composed of five members, all of whom shall be independent members. Up to two audit committee members shall be Independent Directors, whereas the other members shall be external independent members (External Members) and fulfill the requirements set forth in paragraph 2 of Article 46 of these Bylaws.

Paragraph 1. Members of the Audit Committee should be Paragraph 1. The Nominations and Corporate Governance recommended by the Governance and Appointment Committee shall nominate candidates for the Audit Committee and elected by the Board of Directors. Committee, whose members shall be appointed by the Board of Directors. Paragraph 2. Outside Members of the Audit Committee must Paragraph 2. The External Members of the Audit Committee meet the following requirements: shall meet the following requirements: (a) have knowledge of auditing, compliance and controls, (a) being knowledgeable about, or experienced in auditing, accounting, taxation and similar issues and/or compliance and controls, accounting and taxation and experience in such activities; similar other matters; (b) shall not be members of the Companys Board of (b) holding no position in the Board of Directors or Executive Directors or Executive Committee or those of its Management Board of the Company or its subsidiaries; controlled companies; (c) neither they, their spouses or companions shall be (c) holding no interest in Company shares, including no Company shareholders; interest held by a spouse or domestic partner;

(d) not be a partner, controlling shareholder, manager or (d) holding no controlling or minority interest in, and not employees or shareholders in the Company or its acting as, management member or employee of, a

controlled companies;

shareholder of the Company or its subsidiaries;

(e) in the 12 months preceding their appointment, the (e) in the 12-month period preceding their appointment, not committee members shall have no relationship with: (i) having had ties with: (i) the Company, its subsidiaries or, the Company or its controlled companies and, if as the case may be, the direct or indirect controlling applicable, with direct or indirect controlling shareholders or companies under common control, as shareholders or companies subject to common direct or applicable; (ii) any of the directors and officers of the indirect control; (ii) a manager of the Company or its Company and its subsidiaries or, as the case may be, the controlled companies and, if applicable, their direct or direct or indirect controlling shareholders or companies indirect controlling shareholders; (iii) holders of Access under common control, as applicable; (iii) holders of Authorizations; and (iv) shareholders or a Shareholder permits for access to the Company markets; and (iv) a Group holding 10% or more of Company voting stock; shareholder or Group of Shareholders holding an interest and in 10% or more of the issued and outstanding shares of voting stock of the Company; and (f) fulfill the requirements in paragraphs 4 and 5 of Article (f) fulfill the requirements set forth in paragraphs 4 and 5 of 22. Article 22 of these Bylaws. Paragraph 3. The members of the Audit Committee shall be nominated by the Nominations and Corporate Governance Committee and appointed by the Board of Directors for twoyear terms, reappointment being permitted.

Paragraph 3. The members of the Audit Committee shall be nominated by the Governance and Appointment Committee and appointed by the Board of Directors for two-years terms, and may be reelected for succeeding periods.

Paragraph 4. While in office, committee members may be Paragraph 4. While in office, committee members may be replaced in the following circumstances: replaced in the following circumstances: (a) death or resignation; (a) death or resignation;

(b) unjustified absence at 3 consecutive or 6 nonconsecutive (b) unjustified absence at 3 consecutive or 6 nonconsecutive meetings per year; or meetings over a one-year period; or (c) based on a well-founded decision taken by the Board of (c) pursuant to a well-founded decision of the Board of Directors, approved by a qualified quorum of 5 Directors, passed with the affirmative vote of at least 5 Directors, at least the majority of whom must fulfill the Directors, a majority of whom shall fulfill the

requirements in paragraph 5 of Article 22. Paragraph 5. If seats on the committee fall vacant, the Board of Directors shall elect a person to conclude the term of the outgoing member, as recommended by the Governance and Appointment Committee.

requirements in paragraph 5 of Article 22. Paragraph 5. If seats on the committee fall 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.

Article 47. The Audit Committee shall report to the Board of Article 47. The Audit Committee shall report to the Board of Directors, and its responsibilities include, among other Directors, and its responsibilities include, among other matters: matters: (a) recommending independent auditors to the Board of (a) making recommendations to the Board of Directors Directors and ratifying the Boards selection, as well as regarding retention or replacement of the independent replacing such independent auditors; auditors the Companyand ratifying the Boards selection ; Deletion of previously required committee ratification of the board decision, as the board decides on the committee recommendations and is the higher authority for the decision.

(b) overseeing the results of Company and controlled (b) overseeing the results of Company and controlled internal audits, as well as submitting proposals to the internal audits, as well as submitting proposals to the Board of Directors to improve such audits; Board of Directors to improve such audits; (c) analyzing management reports and financial statements (c) analyzing management reports and financial statements issued by the Company and its controlled companies, issued by the Company and its subsidiaries, issuing issuing recommendations as it sees fit to the Board of recommendations as it sees fit to the Board of Directors; Directors;

(d) analyzing the quarterly information and the financial (d) analyzing the quarterly information and the financial statements produced periodically by the Company; statements produced periodically by the Company; (e) evaluating the effectiveness and adequacy of internal (e) evaluating the effectiveness and adequacy of internal and and independent audit processes and internal control independent audit processes and internal control structures at the Company and its controlled companies, structures at the Company and its subsidiaries, submitting recommendations to improve policies, submitting recommendations to improve policies,

practices and procedures as it sees fit; (f)

practices and procedures as it sees fit;

evaluating the effectiveness and adequacy of the (f) evaluating the effectiveness and adequacy of the controls controls and risk management systems, including legal, and risk management systems, including legal, tax and tax and labor related risks; labor related risks;

(g) issuing a prior opinion to the Board of Directors on the (g) issuing a prior opinion to the Board of Directors on the annual report regarding the Companys internal controls annual report regarding the Companys internal controls and risk management system; and risk management system; (h) issuing opinions, at the Board of Directors request, on (h) issuing opinions, at the Board of Directors request, on the proposals made by management bodies to be the proposals made by management bodies to be submitted to the Shareholders Meeting concerning submitted to the Shareholders Meeting concerning changes in the capital stock, issuance of debentures or changes in the capital stock, issuance of debentures or subscription warrants, capital budgets, dividend subscription warrants, capital budgets, dividend distribution, change in type of organization, merger, distribution, change in type of organization, merger, consolidation or spin-off; and consolidation or spin-off; and (i) issuing opinions on matters submitted to it by the Board (i) issuing opinions on matters submitted to it by the Board of Directors and on any other issues it deems relevant. of Directors and on any other issues it deems relevant. Sole paragraph. At the end of each six-month period, the Audit Committee shall prepare a report containing at least the following information: (i) activities carried out during the period; (ii) an evaluation of the effectiveness of the internal controls and risk management systems adopted by the Company; (iii) a description of recommendations submitted to Company Management and evidence of their application; (iv) evaluation of internal and independent audit effectiveness; and (v) an evaluation of the quality of financial reports, and internal controls and risk management reports related to the period.

Sole paragraph. At the end of each six-month period, the Audit Committee shall prepare a report containing at least the following information: (i) activities carried out during the period; (ii) an evaluation of the effectiveness of the internal controls and risk management systems adopted by the Company; (iii) a description of recommendations submitted to Company Management and evidence of their application; (iv) evaluation of internal and independent audit effectiveness; and (v) an evaluation of the quality of financial reports, and internal controls and risk management reports related to the period.

Article 48. The Audit Committee must approve the Internal Article 48. The Audit Committee must approve the Internal Regulations governing its operations by a majority of vote, Regulations governing its operations by a majority of vote, which shall be approved by the Board of Directors. which shall be approved by the Board of Directors. Sole paragraph. In order to perform its functions, the Audit Committee shall have access to all information required and a suitable administrative structure, as well as funds to contract independent advisers. Subsection II - Compensation Committee Article 49. The Board of Directors must establish a permanent Compensation Committee which shall be composed of three members of the Board of Directors, two of whom shall be Independent Directors. Sole paragraph. In order to perform its functions, the Audit Committee shall have access to all information required and a suitable administrative structure, as well as funds to contract independent advisers. Subsection II - Compensation Committee Article 49. The Board of Directors must establish a permanent 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 Paragraph 1. The Compensation Committee shall be responsible for: responsible for: (a) recommending to the Board of Directors, and revising (a) recommending to the Board of Directors, and revising annually, the standards and guidelines that shape the annually, the standards and guidelines that shape the policy, and the policy concerning compensation of the policy, and the policy concerning compensation of the Companys managers and of the Committee members Companys managers and of the Committee members and and members of other board advisory groups members of other board advisory groups annually proposing to the Board of Directors the (b) annually proposing to the Board of Directors the compensation of directors and officers of the Company, compensation of directors and officers of the Company, for submission to the Shareholders Meeting; for submission to the Shareholders Meeting; reviewing and submitting to the Board of Directors the (c) reviewing and submitting to the Board of Directors the goals and targets related to the Chief Executive Officer goals and targets related to the Chief Executive Officer compensation plan, as well as evaluating his or her compensation plan, as well as evaluating his or her performance; performance;

(b)

(c)

(d)

reviewing and submitting to the Board the Chief (d) reviewing and submitting to the Board the Chief Executive Officer proposal on the goals and targets Executive Officer proposal on the goals and targets concerning the senior executive compensation plans, concerning the senior executive compensation plans, and and assessing the evaluation process implemented by assessing the evaluation process implemented by the the Chief Executive Officer with respect to his or her Chief Executive Officer with respect to his or her subordinates, monitoring implementation of subordinates, monitoring implementation of conclusions conclusions and resulting actions; and resulting actions; take necessary measures so that the Company be (e) take necessary measures so that the Company be adequately and previously prepared for the succession adequately and previously prepared for the succession of of its key management positions, in particular for the its key management positions, in particular for the Chief Chief Executive Officer and the principal executives; Executive Officer and the principal executives; and and ensuring the Company adopts a competencies and (f) ensuring the Company adopts a competencies and leadership model, including to attract, retain and leadership model, including to attract, retain and motivate motivate talent, which is in line with the Companys talent, which is in line with the Companys strategic plan. strategic plan.

(e)

(f)

Paragraph 2. The Chief Executive Officer will be invited to Paragraph 2. The Chief Executive Officer will be invited to participate of the meetings of the Compensation Committee participate of the meetings of the Compensation Committee whenever necessary. whenever necessary. Subsection III Governance and Appointment Committee Subsection III Nominations and Corporate Governance Committee Article 50. The Board of Directors shall establish a permanent Nominations and Corporate Governance Committee, which shall comprise three members, at least two of them being independent members.

Article 50. The Board of Directors shall establish a permanent Governance and Appointment Committee, which shall comprise three members, at least two of them being independent members.

Sole paragraph. With the main purpose of preserving the Sole paragraph. With the main purpose of preserving the credibility and legitimacy of Company and its controlled credibility and legitimacy of Company and its subsidiaries,

companies, the Governance and Appointment Committee the Nominations and Corporate Governance Committee shall: shall: (a) Identify, recruit and nominate potential board members (a) Identify, recruit and nominate potential board members for election by the Shareholders Meeting, due regard for election by the Shareholders Meeting, due regard being given to applicable legal requirements and being given to applicable legal requirements and requirements of these Bylaws; requirements of these Bylaws; (b) Identify, recruit and nominate potential Board Advisory (b) Identify, recruit and nominate potential Board Advisory Committee members for appointment by the Board of Committee members for appointment by the Board of Directors persons, due regard being given to applicable Directors persons, due regard being given to applicable legal requirements and requirements of these Bylaws; legal requirements and requirements of these Bylaws; (c) identify, recruit and nominate potential replacements to (c) identify, recruit and nominate potential replacements to fill in vacant Corporate Governance Committee seats, fill in vacant Corporate Governance Committee seats, whose term of office shall extend through to the date of whose term of office shall extend through to the date of the subsequent Shareholders Meeting; the subsequent Shareholders Meeting;

(d) Make recommendations to the Board of Directors about (d) Make recommendations to the Board of Directors about membership and operations of the Board; membership and operations of the Board; (e) Make recommendations to the Board of Directors about (e) Make recommendations to the Board of Directors about advisory committee or work group (commission) advisory committee or work group (commission) membership, in addition to conducting periodic reviews membership, in addition to conducting periodic reviews of the competencies and qualifications required from of the competencies and qualifications required from Board members, including as to diversity of expertise Board members, including as to diversity of expertise and and leadership style; leadership style; (f) Support the Board Chair in organizing a formal and (f) Support the Board Chair in organizing a formal and periodic self-evaluation process both by the Chair and periodic self-evaluation process both by the Chair and by by the Board as a collective body; the Board as a collective body;

(g) Support the Board of Directors in the process of (g) Support the Board of Directors in the process of recruiting and nominating the Chief Executive Officer, recruiting and nominating the Chief Executive Officer, in

in addition to supporting the latter in recruiting and nominating the other Executive Officers;

addition to supporting the latter in recruiting and nominating the other Executive Officers;

(h) Promote and monitor adoption of best recommended (h) Promote and monitor adoption of best recommended corporate governance practices, as well as monitoring corporate governance practices, as well as monitoring effectiveness of corporate governance processes, effectiveness of corporate governance processes, suggesting changes, updates and improvements, as suggesting changes, updates and improvements, as necessary; necessary; (i) Prepare or update, for approval by the Board of (i) Prepare or update, for approval by the Board of Directors, the Corporate Governance Guidelines and the Directors, the Corporate Governance Guidelines and the governance documents of the Company (Regulations, governance documents of the Company (Regulations, Codes and Policies); Codes and Policies); prepare, for approval by the Board of Directors, the (j) prepare, for approval by the Board of Directors, the Code Code of Conduct of the Company, which shall apply to of Conduct of the Company, which shall apply to directors, executive officers, employees and other directors, executive officers, employees and other collaborators and providers of the Company and its collaborators and providers of the Company and its subsidiaries. The Code of Conduct shall be prepared subsidiaries. The Code of Conduct shall be prepared based on the following principles and Company values: based on the following principles and Company values: ethical conduct, equality of rights, respect for diversity ethical conduct, equality of rights, respect for diversity and accountability; and accountability;

(j)

(k) Promote and monitor practices aimed at preserving (k) Promote and monitor practices aimed at preserving ethical and democratic values, while ensuring ethical and democratic values, while ensuring transparency, visibility and access to markets managed transparency, visibility and access to markets managed by the Company and its subsidiaries; by the Company and its subsidiaries; (l) Promote and monitor practices for dissemination (l) Promote and monitor practices for dissemination amongst all Company constituencies of the Company amongst all Company constituencies of the Company values and principles of protection of human rights, values and principles of protection of human rights, respect for diversity of gender, race and faith, while respect for diversity of gender, race and faith, while promoting citizenship and social inclusion rights; promoting citizenship and social inclusion rights;

(m) Evaluate and make recommendations that add value to (m) Evaluate and make recommendations that add value to the institutional image of the Company; and the institutional image of the Company; and (n) monitor business from the perspectives of sustainability (n) monitor business from the perspectives of sustainability and social responsibility, whereas supporting the Board and social responsibility, whereas supporting the Board in perfecting the Company vision in this regard. in perfecting the Company vision in this regard. Currently absent subsection Subsection IV Risk Committee Subsection and provisions added to make the risk committee a bylaws committee. Risk Committee composition.

Currently absent provision

Article 51. The Board of Directors shall establish a permanent Risk Committee, which shall comprise four members, all of them Directors, whether or not Independent Directors. Sole paragraph. The Risk Committee shall be responsible for: (a) assessing and monitoring exposure to risks intrinsic to the business activities of the Company, with particular focus on structural and strategic risk management; (b) assessing and recommending the Companys risk management guidelines and strategies; and (c) conducting periodic reassessments of the management strategies adopted by the Company. risk

Currently absent provision Currently absent provision

Risk Committee responsibilities.

Currently absent provision

Currently absent provision

CHAPTER V FISCAL COUNCIL

CHAPTER V FISCAL COUNCIL

Article 51. The Company shall have a Fiscal Council shall be Article 521. The Company shall have a Fiscal Council shall be

Provision renumbered.

comprised of three and five members, and the same number of alternates, with the powers and authority granted by Law No. 6,404/1976 and operating on a non-permanent basis. The Fiscal Council shall only be instated by the Shareholders General Meeting, following a request by shareholders representing the percentage required by law or CVM regulations. Paragraph 1. Fiscal Council members shall be elected by the Shareholders General Meeting approving its creation and its term of office shall expire at the time of the Ordinary Shareholders General Meeting following its election. Paragraph 2. If the Company is at any time controlled by a shareholder or controlling group, as defined in Article 116, Law No. 6,404/1976, Fiscal Council member elections shall be subject to paragraph 4, Article 161, Law No. 6,404/1976.

comprised of three and 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, following a request by shareholders representing the percentage required by law or CVM regulations. Paragraph 1. Fiscal Council members shall be elected by the Shareholders Meeting approving its creation and its term of office shall expire at the time of the Ordinary Shareholders Meeting following its 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 preliminary execution of the Fiscal Council Member Statement of Consent according to the terms of the Novo Mercado Listing Regulations. Paragraph 4. Members of the Fiscal Council shall be replaced when absent or prevented from attending by their respective alternates. 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 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 preliminary execution of the Fiscal Council Member Statement of Consent according to the terms of the Novo Mercado Listing Regulations. Paragraph 4. Members of the Fiscal Council shall be replaced when absent or prevented from attending by their respective alternates. If a seat on the Fiscal Council falls vacant, the respective alternate shall take up the position. If no alternate is available, a Shareholders General Meeting shall be convened to elect a member to conclude the term of office.

Paragraph 5. Members of the Fiscal Council shall receive compensation established by the Shareholders General Meeting, which, for each affected member, shall be now lower than 10% of the average amount paid to each Officer, not including benefits, representation fees and profit-sharing.

Paragraph 5. Members of the Fiscal Council shall receive compensation established by the Shareholders Meeting, which, for each affected member, 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

CHAPTER VI FISCAL YEAR, FINANCIAL STATEMENTS AND EARNINGS Provision renumbered.

Article 52. The financial year shall coincide with the calendar Article 532. The financial year shall coincide with the year. The financial statements required by law shall be drawn calendar year. The financial statements required by law shall up at the end of each financial year. 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 General Meeting with a proposal for allocating net profits, subject to these Bylaws and Law No. 6,404/1976. Paragraph 1. Alongside the financial statements for the year, the Company management bodies shall present the Annual Shareholders Meeting with a proposal for allocating net profits, subject to these Bylaws and Brazilian Corporate Law*.

Paragraph 2. In addition to the financial statements for the Paragraph 2. In addition to the financial statements for the year, the Company shall also prepare semi-annual financial year, the Company shall also prepare semi-annual financial statements and produce monthly balance sheets. statements and produce monthly balance sheets. Article 53. Any accumulated losses and the income tax Article 543. Any accumulated losses and the income tax provision shall be deducted from the annual income prior to provision shall be deducted from the annual income prior to any profit sharing. any profit sharing. Sole paragraph. After carrying out the deductions referred to in this Article, the Shareholders General Meeting may pay the Company management a share of up to 10% in the remaining earnings, subject to the limits established by Law Sole paragraph. After carrying out the deductions referred to in this Article, the Shareholders Meeting may pay the Company management a share of up to 10% in the remaining earnings, subject to the limits established by Brazilian Provision renumbered.

No. 6,404/1976 and these Bylaws. Article 54. Following the deductions established in the preceding Article, 5% of the net income for the year shall be used to establish the Statutory Reserve, up to the limit established by law. Paragraph 1. After establishing the Statutory Reserve, the remaining earnings, adjusted for contingency reserves and respective write-back, if applicable, shall be distributed in the following order: (i) 25% shall be allocated to mandatory shareholders dividends (which may be limited to the amount of net profit realized for the year, when the difference is recorded as unrealized profit reserve); and (ii) except as provided in paragraph 3 of this Article, the total amount of remaining net earnings shall be used to establish the statutory reserve, creating the necessary safeguard mechanisms and funds for Company and controlled activities, guaranteeing full settlement and reimbursement of any losses arising from intermediating transactions carried out and/or registered on any of its trading, registration, clearing and settlement systems and custody services.

Corporate Law* and these Bylaws. Article 554. Following the deductions established in the preceding Article, 5% of the net income for the year shall be used to establish the Statutory Reserve, up to the limit established by law. Paragraph 1. After establishing the Statutory Reserve, the remaining earnings, adjusted for contingency reserves and respective write-back, if applicable, shall be distributed in the following order: (i) 25% shall be allocated to distribution of the mandatory dividend (which may be limited to the amount of net profit realized for the year, when the difference is recorded as unrealized profit reserve); and (ii) except as provided in paragraph 3 of this Article, the total amount of remaining net earnings shall be used to establish the statutory reserve, creating the necessary safeguard mechanisms and funds for Company and controlled activities, guaranteeing full settlement and reimbursement of any losses arising from intermediating transactions carried out and/or registered on any of its trading, registration, clearing and settlement systems and custody services. Provision renumbered.

Paragraph 2. The total value of the reserve in (ii) of the Paragraph 2. The total value of the reserve in (ii) of the preceding paragraph shall not exceed the capital stock. preceding paragraph shall not exceed the capital stock. Paragraph 3. If the Board of Directors believes that the Reserves Amount defined in paragraph 1 of this Article is sufficient to meet its objectives, it may: (i) propose that the Shareholders General Meeting, in a given financial year, apportion a percentage of net earnings lower than the level in item (ii) of paragraph 1 of this Article to establish the that Reserve; and/or (ii) propose distribution of part of the that Paragraph 3. If the Board of Directors believes that the Reserves Amount defined in paragraph 1 of this Article is sufficient to meet its objectives, it may: (i) propose that the Shareholders Meeting, in a given financial year, apportion a percentage of net earnings lower than the level in item (ii) of paragraph 1 of this Article to establish the that Reserve; and/or (ii) propose distribution of part of the that Reserve

Reserve fund to Company shareholders. Paragraph 4. After making the allocations established in paragraph 1 of this Article, the Shareholders General Meeting may decide to retain a portion of the annual net earnings allocated in the previously approved capital budget, under Article 196 of Law No. 6,404/1976. Paragraph 5. The dividend established in item (ii), paragraph 1 of this Article is not mandatory in years that Board of Directors informs the Ordinary Shareholders General Meeting that the dividend is inconsistent with the Companys financial status and the Fiscal Council, if instated, shall issue an opinion on this information and management shall submit a report to the CVM justifying the information presented to the Shareholders General Meeting within five days after the meeting. Paragraph 6. The profits that are not distributed under paragraph 5 of this Article shall be recorded as a special reserve and, if not absorbed by losses in subsequent years, shall be paid out as dividends, as soon as the Companys financial status allows.

fund to Shareholders. Paragraph 4. After making the allocations established in paragraph 1 of this Article, the Shareholders Meeting may decide to retain a portion of the annual net earnings allocated in the previously approved capital budget, under Article 196 of Brazilian Corporate Law*. Paragraph 5. The dividend established in item (i)i), of paragraph 1 of this Article may be suspended in any year in which the Board of Directors advises the Annual Shareholders Meeting that the distribution would be inadvisable given the Companys financial condition. In this event, the Fiscal Council, if active, shall issue an opinion on the matter, and management shall file a reasoned report with the CVM to justify the recommendation, doing so within five days after the meeting. Paragraph 6. The profits that are not distributed under paragraph 5 of this Article shall be recorded as a special reserve and, if not absorbed by losses in subsequent years, shall be paid out as dividends, as soon as the Companys financial status allows. Provision renumbered. Cross reference corrected.

Article 55. The Company may, provided a resolution of the Article 565. The Company may, provided a resolution of the Board of Directors is passed: Board of Directors is passed: (a) distribute dividends based on earnings determined by (a) distribute dividends based on earnings determined by the semi-annual balance sheets; the semi-annual balance sheets; (b) prepare balance sheets for periods of less than six (b) prepare balance sheets for periods of less than six months months and distribute dividends based on the earnings and distribute dividends based on the earnings ascertained in them, provided that total dividends paid ascertained in them, 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 Law No. 6,404/1976; (c)

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*;

distribute intermediate dividends based on accrued (c) distribute intermediate dividends based on accrued profits or existing profit reserves in the most recent profits or existing profit reserves in the most recent annual or semi-annual balance sheets; and annual or semi-annual balance sheets; and

(d) pay or credit to the shareholders interest on (d) pay or credit to the shareholders interest on shareholders shareholders capital, which shall be ascribed to the capital, which shall be ascribed to the value of dividends value of dividends to be distributed by the Company, to be distributed by the Company, and shall be an and shall be an integral part thereof for all legal integral part thereof for all legal purposes. purposes. Article 56. Dividends that are not claimed or received by shareholders shall expire within a period of three years from the date placed at the shareholders disposal and shall revert to the Company. Article 576. Dividends that are not claimed or received by shareholders shall expire within a period of three years from the date placed at the shareholders disposal and shall revert to the Company. Provision renumbered.

CHAPTER VII SHAREHOLDING MONITORING

CHAPTER VII SHAREHOLDING MONITORING

Article 57. Without prejudice to the other provisions of these Bylaws, the Company, represented by the Investor Relations Officer, shall monitor variations in shareholder holdings in order to prevent and, as applicable, report breaches of these Bylaws, under paragraph 1 of this Article, and suggest that the Shareholders General Meeting apply the penalties established in Article 72.

Article 587. Without prejudice to the other provisions of these Bylaws, the Company, as 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 these Bylaws (per paragraph 1 of this Article), and present motion for the Shareholders Meeting to impose penalty as provided in Article 72 71 of these Bylaws.

Provision renumbered. Cross reference corrected.

Paragraph 1. If, at any time, the Investor Relations Officer identifies a breach of any of the share limit restrictions relating to any shareholder or Shareholder Group, he or she must, within a maximum period of 30 days, report such circumstances on the Company website on the Internet and report: (i) to the Chairperson of the Board of Directors; (ii) the Chief Executive Officer; (iii) the members of the Fiscal Council, if instated; (iv) the BOVESPA; and (v) the CVM. Paragraph 2. The Investor Relations Officer, at his own discretion or at the request of regulatory authorities, is entitled to require shareholders or Company Shareholder Groups to provide information on their direct and/or indirect shareholdings as well as the composition of the direct and/or indirect controlling block of shares and, if applicable, the de facto or legal corporate or business group of which they are part.

Paragraph 1. If, at any time, the Investor Relations Officer identifies a breach of any of the share limit restrictions relating to any shareholder or Group of Shareholders, he or she must, within a maximum period of 30 days, report such circumstances on the Company website on the Internet and report: (i) to the Chair of the Board of Directors; (ii) the Chief Executive Officer; (iii) the members of the Fiscal Council, if instated; (iv) the BM&FBOVESPA; and (v) the CVM. Paragraph 2. The Investor Relations Officer, acting in his discretion or on request of a regulatory entity, may require any shareholder or Group of Shareholders to provide information on its or the group members direct and indirect ownership structure, composition of the group, including as the case may be, direct or direct controlling block or corporate group (whether in fact or by law) in which it or each of them belongs.

Adjusted for consistency with the integration process that in 2008 combined BM&F and BOVESPA into BM&FBOVESPA

CHAPTER VIII TRANSFER OF CONTROL, DELISTING AS A PUBLICLY-HELD COMPANY, NOVO MERCADO DELISTING AND PROTECTION OF SHAREHOLDER DILUTION

CHAPTER VIII DISPOSITION OF CONTROL; GOING PRIVATE PROCESS (CANCELLATION OF PUBLIC COMPANY REGISTRATION); DELISTING FROM NOVO MERCADO; PROTECTION OF WIDESPREAD OWNERSHIP

Section I - Transfer of Control Article 58. Transfer of Control of the Company, either in a single transaction or successive transactions, shall be subject to a condition precedent or condition subsequent that the acquirer of Control undertake a public tender offer to acquire

Section I - Transfer Disposition of Control Article 598. Any Disposition of Control, whethereither carried through in a single or series of successive transactions, shall be agreed under condition precedent or dissolving condition that the Acquirer of Control undertakes to conduct Rephrased and amended for consistency with definitions adopted in the revised NM regulation.

shares held by other Company shareholders, subject to the conditions and deadlines established by applicable legislation and the Novo Mercado Listing Regulation, so as to ensure that the other Company shareholders receive the same treatment as the Transferring Controlling Shareholder. Article 59. The public tender offer referred to in Article 58 shall also be required: (i) whenever there is an assignment for consideration of share subscription rights or other rights or instruments in connection with securities convertible into shares, that results in transfer of Company control; or (ii) when transfer of control held by the Controlling Shareholder company of the Company, in which case the Transferring Controlling Shareholder must inform the BOVESPA of the value attributed to the company in this sale, attaching supporting documentation. Article 60. The holder of the Companys shares and acquiring Control pursuant to a private agreement for the purchase of shares entered into by and between the controlling shareholder, involving any quantity of shares, shall be bound to: (i) carry out the public tender offer referred to in Article 58; and (ii) reimburse shareholders who have purchased shares through the stock market in the six months preceding the date that control over the Company was acquired, paying them the difference between the price paid to the Transferring Controlling Shareholder and the stock market price for Company shares within this period, which shall be adjusted for inflation up to the payment date by the General Market Price Index (ndice Geral de Preos Mercado), or IGP-M, or any other index using an equivalent basis that replaces it.

tender offer to purchase all shares held by other shareholders, subject to the conditions and deadlines established by applicable legislation and the Novo Mercado Listing Rules, so as to ensure all shareholders are extended equal treatment as afforded the Selling Controlling Shareholder. Article 6059. A tender offer shall likewise be required, per Article 598: (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 giving rise to a Disposition of Control; or (ii) where control over a Controlling Shareholder of the Company is disposed of giving rise to an indirect Disposition of Control, in which case the Selling Controlling Shareholder shall give notice of the selling price to BM&FBOVESPA, in addition to providing documentary evidence justifying the price. Article 610. 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 to purchase all other shares, such as provided in Article 59, and (ii) reimburse any sellers of shares in stock market transactions (regardless of buying counterparties) carried out in the same trading sessions at which the acquirer of control was trading to buy shares in the market over the six-month period preceding the date of acquisition of Control, which reimbursement shall compensate these sellers for the difference between the selling market price per share and the tender offer bid price, as adjusted for inflation through to the reimbursement date. BM&FBOVESPA, as central counterparty clearing to these transactions shall be responsible, pursuant to applicable regulations, for allocating the aggregate of such differences

Provision renumbered.

Rephrased and amended for consistency with definitions adopted in the revised NM regulation. Adjusted for consistency with the integration process that combined BM&F and BOVESPA into BM&FBOVESPA. Provision renumbered. Cross reference corrected. Rephrased and amended for consistency with definitions adopted in the revised NM regulation. The provision includes details on the reimbursement amount payable to sellers of shares purchased in the market in the 6-month period prior to the transaction for acquisition of control. Provision renumbered. Cross reference corrected.

amongst the stock market sellers of the shares in proportion to the daily net settlement balances of such transactions, as registered in its records. Article 61. The Company shall not register any shares transferred to the purchaser or persons holding Control until they have entered into the Controlling Shareholder Statement of Consent referred to in the Novo Mercado Listing Regulations. Paragraph 1. The Company shall not register any Shareholder Agreement governing the use of Control until its signatories execute the Statement of Consent referred to in the lead paragraph of this Article. Article 621. The Company shall not register any share transfers to an Acquirer of Control or subsequent holders of Control until such time as the latter two shall have signed the required Instrument of Adherence to the Novo Mercado Listing Rules. Paragraph 1. The Company shall not register any Shareholders Agreement governing the exercise of Control until such time as the parties thereto shall have signed the Instrument 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 59 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. Amended for consistency with definitions adopted in the NM regulation. Rephrased to make it clear that restoring the free float is an obligation that follows completion of the acquisition of control and ensuing tender offer. Amended for consistency with definitions adopted in the NM regulation. Rephrased to provide that if a corporate restructuring process is implemented where the surviving company is unlisted, a 120-day deadline applies for the shares to be listed on Novo Mercado, failing which Adjusted for consistency with definitions adopted in the revised NM regulation. Provision renumbered.

Paragraph 2. Subsequent to any transaction involving the transfer of Control over the Company, the acquirer, when necessary, shall take appropriate measures to re-establish the minimum percentage of outstanding shares mandated by the Novo Mercado Listing Regulations within six months of transferring Control.

Article 62. If the shareholders at the Shareholders General Meeting approve: (i) delisting of the Company, the Company or the shareholders or the Shareholder Group holding Control over the Company must make a public tender offer to acquire the shares held by other shareholders, for a minimum price equivalent to their respective economic value, defined in a valuation report prepared under paragraphs 1 to 3 of this Article, subject to applicable legal and regulatory provisions; or (ii) the Companys delisting from the Novo Mercado for the purposes of having its shares

Article 632. In the event the shareholders take action at a Shareholders Meeting to approve: (i) a going private process resulting in cancellation of the Companys registration as a public company, the Company or the Controlling Shareholder(s), if 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 under paragraphs 1 to 3 of this Article, due regard given to other applicable legal and regulatory rules; or (ii) a delisting from the Novo Mercado

registered outside the Novo Mercado, or following corporate reorganization subsequent to which the resulting corporation is not permitted to trade on the Novo Mercado, the shareholders or the Shareholder Group holding Control of the Company must undertake a public tender offer to acquire the shares held by the remaining shareholders for at least their respective economic value, as defined in a valuation report prepared in accordance with paragraphs 1 to 3 of this Article and with applicable legal and regulatory provisions.

listing segment for the shares to trade on another market or market segment, or if the shareholders take action to implement a corporate restructuring process where the unlisted surviving company fails to list the shares to trade on the Novo Mercado within one hundred and twenty (120) days after the date of the meeting approving such action, 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, due regard given to other applicable legal and regulatory rules. Paragraph 1. Any valuation reports prepared according to the main provision of this Article shall be prepared by an experienced, independent, specialist valuation firm, which is not influenced by the decisions of the Board or Management, or of the Company or the Controlling Shareholder(s), if any. In addition, any such valuation firm shall meet the requirements of paragraph 1 of Article 8 of Brazilian Corporate Law* and perform the work subject to the liability clause contemplated under paragraph 6 of the abovementioned legal provision. Paragraph 2. The Shareholders Meeting has the discretion to select the specialized company or institution for the determination of the Economic Value of the Company, from a list of the three names presented by the Board of Directors. This resolution shall be approved by a majority of shareholders present at the Shareholders Meeting, disregarding blank votes. The Shareholders Meeting shall require the presence of at least 20% of all Outstanding Shares if instated on the first call, or any number of shareholders

the tender offer requirement will be triggered. This is in line with the revised NM regulation. Renumbered provision.

Paragraph 1. The valuation reports referred to in the lead paragraph of this Article shall be drawn up by an experienced and specialized institute or company, independent from the Company decisions and the management and/or Controlling Shareholder, also meeting the requirements of paragraph 1 of Article 8 of Law No. 6,404/76 and subject to the liability established in paragraph 6 of the that Article.

Rephrased and amended for consistency with definitions adopted in the revised NM regulation and to contemplate possibility that there could be more than one controlling shareholder.

Paragraph 2. The Shareholders General Meeting has the discretion to select the specialized company or institution for the determination of the Economic Value of the Company, from a list of the three names presented by the Board of Directors. This resolution shall be approved by a majority of shareholders present at the Shareholders General Meeting, disregarding blank votes. The Shareholders General Meeting shall require the presence of at least 20% of all Outstanding Shares if instated on the first call, or any number of

shareholders representing Outstanding Shares if instated on representing Outstanding Shares if instated on the second the second call. call. Paragraph 3. The costs of the valuation report shall be borne Paragraph 3. The costs of the valuation report shall be borne in full by the offeror. in full by the offeror. Article 63. If the Company is subject to Diffuse Control , as defined in the Novo Mercado Listing Regulations, if the Shareholders General Meeting approves: (i) the delisting of the Company, the Company must undertake a public tender offer to acquire the issued shares, being provided that it shall only purchase the shares held by shareholders who have voted in favor of delisting during the Shareholders General Meeting after it has acquired the shares held by other shareholders who have not voted in favor of this resolution and who have accepted the public tender offer; or (ii) the Companys delisting from the Novo Mercado, either to register its shares outside the Novo Mercado or following a corporate reorganization within the terms of item (ii) of the main provision of Article 62, the shareholders voting in favor of the respective Shareholders General Meeting resolution must acquire the shares held by the other Companys shareholders pursuant to a public tender offer. Article 643. Absent a clear Controlling Shareholder, if shareholders convening in a Shareholders Meeting approve action consisting of: (i) a going private process for cancellation of the Companys registration as a public company, the Company shall conduct a tender offer to repurchase its own shares, in which case it shall only complete the transaction with holders that voted to approve the action after having completed the transaction with holders that voted against the action; whereas if the shareholders approve (ii) a delisting from the Novo Mercado listing segment for the shares to trade on another market or market segment, or approve action to implement a corporate restructuring process, where the unlisted surviving company fails to list the shares to trade on the Novo Mercado within the assigned deadline, such as provided in item (ii) of the main provision of Article 63 above, then any such action shall be contingent on a tender offer being conducted under the same terms and conditions established in Article 63 above. Paragraph 1. The Shareholders Meeting shall in any event name the shareholder or shareholders in attendance of the meeting that shall be responsible for conducting the tender offer, which appointed 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 Amended for consistency with definitions adopted in the revised NM regulation Rephrased for clarity. Provision renumbered Cross references corrected

Currently absent provision

Added for consistency with the revised NM regulation (the shareholders must appoint the tender offer bidder(s) at the shareholders meeting that decides for the action.) Added for consistency with the revised NM regulation (failure to appoint the tender offer bidder or bidders, makes

Currently absent provision

shareholder(s) responsible for conducting a tender offer if the unlisted surviving company fails to arrange for timely listing on the Novo Mercado segment, and such failure does take place, then the obligation to conduct a tender offer shall lie with all the shareholders that voted for the corporate restructuring process. Currently absent provision Article 65. 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 the Economic Value per share, as determined pursuant to a valuation report prepared according to Article 63 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.

all shareholders voting for the corporate restructuring process liable to conduct the tender offer in case the unlisted surviving company fails to arrange for timely listing).

Added for consistency with the revised NM regulation (noncompliance with NM regulation triggers compulsory delisting if the violation is not remedied, which however must be preceded by a tender offer)

Currently absent provision

Added for consistency with the revised NM regulation (the tender offer obligation lies with the controlling shareholder, if any) This provision as rephrased - has been moved here from former article 66 (establishes who is responsible for conducting the tender offer in the absence of a controlling shareholder)

Currently absent provision

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. Article 64Paragraph 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

Article 64. If the Company is subject to Diffuse Control and the BOVESPA orders separate disclosure of Company securities prices or suspends trading of Company securities on the Novo Mercado following breach of the duties established in the Novo Mercado Listing Regulations, caused by management acts, a Meeting must be convened under Article 123 of Law No. 6,404/76, to remove and replace the

Provision renumbered. Rephrased and amended in line with the NM regulation (if noncompliance with the listing rules derives from a decision of act of Management, the shareholders must decide on action to

Board of Directors or make such decisions as required to to remedy the event of noncompliance with the Listing Rules remedy the breach of duties established in the Novo Mercado or, otherwise, decide for a delisting from the Novo Mercado.. Listing Regulations.

remedy the violation or otherwise choose to delist the Company from the Novo Mercado, in which case a tender offer must be carried out). Rephrased and amended for consistency with definitions adopted in the revised NM regulation.

Article 65. If the resolution mentioned in Article 64 fails to Eliminated. remedy the breach of duties established in the Novo Mercado Listing Regulations within the period defined by the BOVESPA and the Company delists its shares from the Novo Mercado as a result of this breach, subject to legal provisions, the Company must make a public tender offer to acquire shares from all shareholders to cancel the publicly-held company registration. Currently absent provision 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.

Provision deleted because the provisions under articles 64 to 66 already contemplate tender offers due to violation of listing rules.

Added to establish when the shareholders are required to appoint the tender offer bidder(s).

Sole paragraph. If the Shareholders General Meeting Eliminated. approves the maintenance of the Companys publicly-held company registration, the shareholders voting in favor of this resolution must undertake a public tender offer.

Deleted, as the provision is no longer necessary due to adoption of the above paragraph 4, and because keeping the public company registration is not an event requiring a tender offer requirement. The provision as rephrased has been moved up as paragraph 2 of article 65.

Article 66. If the Company is subject to Diffuse Control and Eliminated. the Shareholders General Meeting resolves to delist the Company from the Novo Mercado following breach of

obligations established in the Novo Mercado Regulations, the public tender offer to acquire shares must be filed by the shareholders who have voted in favor of the resolution resulting in that breach. Article 67. Registration of a single public tender offer to acquire shares is permitted for more than one of the purposes established in this CHAPTER, in the Novo Mercado Listing Regulations, in Law No. 6,404/1976 or in CVM regulations, so long as all public tender offer methods can be made used, provided there are no losses to the tender offers addressees and the CVM authorization has been granted. Article 68. The Company, any third-party or the shareholders may undertake the public tender offer determined in these bylaws, the Novo Mercado Listing Regulations, corporate law and CVM regulations. The Company or the shareholder, as applicable, shall not be exempt from the duty to undertake the public tender offer until it has been concluded, as provided for in the applicable rules. Section II - Protection of Shareholder Dispersion Article 69. Any shareholder or Shareholder Group (Acquiring Shareholder) intending to acquire: (a) a direct or indirect shareholding equivalent to 15% or more of the total number of shares issued by the Company; or (b) other rights, including usufruct attributing that gives them the right to vote Company shares representing more than 15% of its capital stock, must obtain prior approval from the CVM in the manner established in the CVM regulations, subject to the Article 667. Registration of a single tender offer to acquire shares is permitted for more than one of the purposes established in this CHAPTER, in the Novo Mercado Listing Regulations, in Brazilian Corporate Law* or in CVM regulations, so long as all tender offer methods can be made used, provided there are no losses to the tender offers addressees and the CVM authorization has been granted. Article 678. The Company, any third-party or the shareholders may undertake the tender offer determined in these bylaws, the Novo Mercado Listing Regulations, corporate law and CVM regulations. The Company or the shareholder, as applicable, shall not be exempt from the duty to undertake the tender offer until it has been concluded, as provided for in the applicable rules. Provision renumbered

Provision renumbered

Section II - Protection of Widespread Ownership Article 689. Any shareholder or Group of Shareholders (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 Provision renumbered Adjusted for consistency with the integration process that combined BM&F and BOVESPA into BM&FBOVESPA.

provisions of the BOVESPA regulations and the terms of this regard to the Novo Mercado Listing Rules, other Chapter. BM&FBOVESPA rules and the provisions under this Chapter. Sole paragraph. The Acquiring Shareholder must submit a copy of the CVM approval request to the Investor Relations Officer on the date the request is filed. The Investor Relations Officer must immediately inform the market of the request, as provided for in CVM Instruction No. 358/2002. 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 CVM Instruction No. 358/2002, the Investor Relations Officer shall thereafter promptly release notice to the market disclosing the application. Article 6970. Where an Acquiring Shareholder (a) accumulates direct or indirect ownership interest in 30% or more of the shares then issued and outstanding; or (b) purchases other shareholder rights (including rights as usufruct holder) giving the holder a 30% voting interest in 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, whereas having due regard for the provisions of Brazilian Corporate Law*, the CVM rules, the Listing Rules and other stock market regulations, and the rules prescribed in these Bylaws. Added for adoption of a tender offer requirement in the event of accumulation of material ownership interest (30%), which is in line with international practices under similar circumstances. As a result, upon an Acquiring Shareholder (as defined in article 74, as renumbered) acquiring in any way a material ownership or voting interest in at least 30% of the shares, the tender offer requirement will be triggered. Provision renumbered. Sole paragraph. The Acquiring Shareholder must respond to Sole paragraph. The Acquiring Shareholder shall respond to any CVM requests or demands within the periods any CVM demands and requests within the deadlines established in the applicable regulations. established under applicable regulations. Article 71. The price offered for the Company shares in the public tender offer (Offer Price) shall be equivalent to at least their Economic Value, in the valuation reports prepared under paragraphs 1 and 3 of Article 62. Article 701. The bid price per share in a tender offer (Bid Price) triggered by accumulation of material interest shall at least equal the highest market price per share paid by the Acquiring Shareholder in the six-month period preceding the date on which the material interest threshold set under Provision renumbered. Cross reference corrected Amended to change the price criterion to highest market price per share paid for shares in the market in the

Article 70. Within a maximum period of 30 days from the date authorization is granted by the CVM, the Acquiring Shareholder must issue or register, as applicable, a public tender offer to acquire all shares issued by the Company and held by other shareholders, subject to the provisions of Law No. 6,404/1976, CVM regulations, regulations issued by stock markets trading Company-issued securities and the rules in these Bylaws.

Article 69 was attained, as adjusted for corporate actions, such as distributions of dividends or interest on shareholders equity, stock splits, reverse splits and bonus shares, but not for actions related to corporate restructuring processes. Paragraph 1. The public tender offer must comply with the following principles and procedures and, as applicable, other principles and procedures expressly established in Article 4 of CVM Instruction No. 361/02, or any rules that replace it: (a) (b) it must be open to all Company shareholders; Paragraph 1. The tender offer shall meet the requirements set forth below, and any other requirements contemplated under CVM Instruction No. 361/02, as amended or substituted from time to time.: (a) it shall be open to all shareholders;

preceding 6 months, in lieu of the economic value per share.

it must be conducted during an auction to be held at (b) it shall be carried out in an auction held at the premises of the BOVESPA; the stock exchange operated by BM&FBOVESPA;

Adjusted for consistency with the integration process that combined BM&F and BOVESPA into BM&FBOVESPA.

(c)

it must be held in a manner that guarantees equitable (c) it shall extend fair and equitable treatment to all treatment for all shareholders participant to it, shareholders, provide adequate information regarding the providing sufficient information on the Company and Company and the bidder, and every other element the offeror and all other factors required to take a required for shareholders to make an independent and prudent and independent decision on whether to informed decision on whether to tender their shares; accept the public tender offer; it must be irreversible and irrevocable after the offer (d) it shall be irrevocable and irreversible upon publication of notice is published, under CVM Instruction No. 361/02, the tender offer announcement, per CVM Instruction No. except as provided in paragraph 4 of this Article; 361/02, except as provided in paragraph 4 of this Article; it must be issued at the price determined by this (e) it shall offer a bid price set in accordance with the main Article and settled in cash, in domestic currency; and provision of this Article for settlement in cash, in Brazilian currency; and it must be accompanied by a Company valuation (f) it shall attach a report of the valuation of the Company, report, prepared in accordance with the terms of the which shall have been prepared according to the main Deleted due to deletion of the former paragraph 4 of this article.

(d)

(e)

(f)

main provision of this Article.

provision of this Article. Provision deleted because the price criterion in a tender offer triggered by accumulation of material interest is no longer based on the economic value of the Company, such that the provision (which in any event are contemplated by Brazilian Corporate Law and CVM rules) no longer applies.

Paragraph 2. Shareholders representing at least 10% of the Eliminated. shares issued by the Company, excluding shares held by the Acquiring Shareholder, may request that the Company management convene a Special Shareholders General Meeting to consider conducting a new Company valuation to review the Offer Price. The new valuation must be prepared in the same manner as the valuation report in item (f) of paragraph 1 of this Article, under the procedures in Article 4A, Law No. 6,404/76 and complying with the relevant CVM regulations on the terms of this Chapter. Paragraph 3. All Company shareholders, except the Eliminated Acquiring Shareholder, shall be entitled to vote at the Special Shareholders General Meeting referred to in paragraph 2. Paragraph 4. If the Special Shareholders General Meeting Eliminated referred to in paragraph 2 decides to conduct a new valuation and this valuation report reveals a higher value than the initial value in the public tender offer, the Acquiring Shareholder may withdraw the public tender offer, in which case it shall be bound, as applicable, to comply with Article 28 of CVM Instruction No. 361/02, transferring the surplus shareholding within three months of the Special Shareholders General Meeting. Paragraph 5. The requirement of the public tender offer stated in the main provision of Article 69 does not exclude the possibility of other shareholder of the Company or the Company, as the case may be, to commence other public tender offer at the same time, in accordance with the law in effect. Paragraph 52. The tender offer requirement set forth in the main provision of Article 69 shall not preclude other shareholders from conducting their own concurrent tender offers, as permitted by applicable regulations.

See the justification above, regarding deletion of paragraph 2 of this article.

See the justification above, regarding deletion of paragraph 2 of this article

Cross reference corrected. Provision renumbered

Paragraph 6. The duties in Article 254-A, Law No. 6,404/76, Paragraph 63. Meeting the requirements set forth under and Article 58 do not exempt the Acquiring Shareholder Article 254-A of Brazilian Corporate Law* and Article 598 of from complying with the obligations in this Article. these Bylaws shall not exempt the Acquiring Shareholder from fulfilling the requirements set forth in this Article. Paragraph 7. The public tender offer requirement established Paragraph 74. The tender offer requirement established in in this Article is not applicable if a person holds more than Article 69 shall not apply in the event a person becomes the 15% of shares issued by the Company resulting from: holder of a materialn interest in 3015% or more of the issued and outstanding shares as a result of any of the following:

Cross reference corrected. Provision renumbered

Cross reference corrected. Provision renumbered The percentage rose to 30% (from 15%), consistent with the material interest threshold (30%) set under article 69, which triggers the tender offer requirement. Cross reference corrected. Rephrased.

(a)

Subscription to Company shares during a single initial (a) Subscription for shares in a single primary offering of offering, which has been approved at a Shareholders shares issued pursuant to a decision taken at a General Meeting convened by the Board of Directors, Shareholders Meeting called by the Board of Directors, when the proposed capital increase has specified a where the issue price is determined on the basis of the share issue price based on the Economic Value Economic Value determined pursuant to a valuation obtained from the Company valuation report issued report prepared by a specialist firm according to the by a specialized institution meeting the requirements requirements in the paragraphs of Article 63; or of paragraphs of Article 62; or A public tender offer to acquire all Company shares (b) A tender offer conducted in accordance with the provision complying with the provisions of paragraph 1 of this under paragraph 1 of Article 632. complying with the Article 62. provisions of paragraph 1 of this Article 62. Paragraph 85. 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

(b)

Cross reference corrected. Amended for consistency with changes in the main provision of article 70.

Paragraph 8. Following publication of any public tender offer notice to acquire all Company shares, according to the terms of this Article, including the determination of the Offer Price, or based on the regulations in effect, offering settlement in cash or a swap for securities issued by a publicly traded Company, the Board of Directors must meet within 10 days to consider the terms and conditions of the offer made,

subject to the following principles: (a)

exchange offer based on the following guidelines: Cross reference corrected. Rephrased for clarity.

the Board of Directors may contract independent (a) the Board of Directors may retain a specialist firm that specialized advisers as provided for paragraph 1 of meets the requirements set forth in paragraph 1 of Article Article 62, to analyze whether the nature and 632, to assess the timing and convenience of the offer and, advantages of the public tender offer are within the as the case may be, the liquidity of the shares in the general interests of the shareholders and the economic exchange offer, and whether the offer suits the interests of segment in which Company controlled companies shareholders and the industry in which the Company and operate, as well as the liquidity of the securities its subsidiaries operate; offered, if relevant; the Board of Directors shall inform shareholders of its (b) the Board of Directors shall be responsible for releasing a opinion regarding the nature and advantages of the reasoned opinion concerning the offer, in accordance with public tender offer referred to in this Article, providing item (v) of Article 29 of these Bylaws. the grounds for its opinion;

(b)

Amended for consistency with (i) the requirement of article 29(v) concerning the Board opinion on any tender or exchange offer, and (ii) for consistency also with the requirement of subsection 4.8 of the NM regulation.

(c)

in the exercise of its fiduciary duty, if the Board of (c) in the event the Directors, acting on their fiduciary duties, Directors believes it is in the best interests of the take the position that adhering to the offer is in the best shareholders and the economic segment in which interest of a majority of the shareholders and the domestic Company controlled companies operate for the capital markets, which is the economic segment in which majority of Company shareholders to accept the public the Company and subsidiaries operate, the Board shall tender offer, it must convene an Extraordinary call an Extraordinary Shareholders Meeting to be held Shareholders General Meeting within a period of 20 within 20 days to consider eliminating the voting cap days to consider canceling the limit on the number of established in Article 7, provided however this shall be votes created in Article 7. This cancellation shall be contingent on the bidder (and, for purposes of these subject to the Acquiring Shareholder acquiring at least Bylaws, Acquiring Shareholder) completing the offer and two thirds of shares issued by the Company as a result becoming the owner and holder of a minimum of twoof the offering, excluding treasury shares; thirds (2/3) of the issued and outstanding shares, not including treasury stock. the limit on the number of votes established in Article (d) as an exception, the voting cap established in Article 7 7 shall not be applicable, on an exceptional basis, when shall not prevail for the decision to be taken at the

(d)

the Shareholders Extraordinary General Meeting mentioned in item (b) above has been convened by the Board of Directors; and (e)

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; . Cross reference corrected.

the public tender offer shall be unalterable and (e) the offer shall be made on an irrevocable and irreversible irrevocable. Voluntary offerings may be subject to basis. Where the offer is carried out on a voluntary basis, minimum acceptance levels referred to in the final part of it may be subject to minimum tender condition requiring item (c) of this paragraph 8 and the Extraordinary shareholders tendering at least an aggregate of 2/2 of the Shareholders General Meeting approval canceling the outstanding shares, as provided in item (c) above in this limit on the number of votes per shareholder in Article 7. 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 96. Without prejudice to the provision of paragraph 6 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 69) shall not includecompute involuntary increments resulting from cancellation of treasury shares, or from share redemptions or a reduction in the capital stock amount resulting in cancellation of a proportionate number of shares. Article 712. If the Acquiring Shareholder fails to comply with the obligations foreseen in this Chapter, 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.

Paragraph 9. Calculation of 15% of all Company-issued shares described in the main provision of Article 69 shall not include involuntary additional shareholdings caused by cancellation of treasury shares, share redemption or reduction of Company capital stock following share cancellation without prejudice to the provisions of paragraph 6 above.

Provision renumbered. Cross reference corrected. The percentage rose to 30% (from 15%), consistent with the material interest threshold (30%) set under article 69, which triggers the tender offer requirement. Provision renumbered.

Article 72. If the Acquiring Shareholder fails to comply with the obligations provided for in this Chapter, including compliance with deadlines: (i) for filing or requesting public tender offer registration; or (ii) responding to CVM requirements or requests, the Company Board of Directors shall convene an Extraordinary Shareholders General Meeting to consider suspending the Acquiring Shareholders rights under Article 120, Law No. 6,404/76, at which the Acquiring Shareholder shall not be entitled to vote.

Article 73. The provisions of the Novo Mercado Regulations Article 723. Where a tender offer required under the

Provision renumbered.

shall prevail over the provisions of these Bylaws, in case the provisions of these Bylaws is materially detrimental to the rights of shareholders who are the addressees of the public rights of shareholders, the Novo Mercado Listing Rules shall tender offers provided for in these Bylaws are materially prevail over the provisions of these Bylaws. affected.

CHAPTER IX DEFINITIONS

CHAPTER IX DEFINITIONS

Article 74. For the purposes of these Bylaws, the capitalized Article 734. For the purposes of these Bylaws, the capitalized terms below shall have the following meanings: terms below shall have the following meanings: (a) Acquiring Shareholder refers to any person (a) Acquiring Shareholder means any person (including, (including, for example, any individual legal entity, for example, any natural or legal person, mutual or investment fund, tenancy in common, securities investment fund, open or closed- end condominium, portfolio, universality of rights or other form of securities portfolio, universality of rights or other form of organization, resident, domiciled or with its principal organization, resident, domiciled or based in Brazil or place of business in Brazil or abroad), Shareholder elsewhere), including a Group of Shareholders, or group Group or group of persons associated with the of persons bound under a voting agreement with the Acquiring Shareholder by voting agreement and/or Acquiring Shareholder, and/or sharing similar interests representing the same interests as the Acquiring with the Acquiring Shareholder, where any such person Shareholder, when subscribing for and/or acquiring subscribes for, or acquires shares issued by the Company. Company shares. Examples of a person representing the Examples of persons sharing similar interests with the same interests as the Acquiring Shareholder include any Acquiring Shareholder include any person (i) controlled person: (i) controlled or managed by the Acquiring or managed by an Acquiring Shareholder; (ii) controlling Shareholder; (ii) controlling and managing the and managing the Acquiring Shareholder in any way; Acquiring Shareholder, in any way; (iii) controlled or (iii) controlled or managed by any person that directly or managed by any person directly or indirectly controlling indirectly controls or manages the Acquiring and managing the Acquiring Shareholder; (iv) in which Shareholder; (iv) in which the controlling shareholder of the Controller of the Acquiring Shareholder directly or the Acquiring Shareholder directly or indirectly holds indirectly holds the equivalent of 30% or more of its ownership interest in at least 30% of the outstanding capital stock; (v) in which the Acquiring Shareholder shares; (v) in which the Acquiring Shareholder has a

Provision renumbered

has a direct or indirect shareholding totaling 30% or more of its capital stock; or (vi) which directly or indirectly holds 30% or more of the capital stock in the Acquiring Shareholder;

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; The eliminated terms are currently defined in the NM regulation.

(b) Controlling Shareholder, Selling Controlling Eliminated. Shareholder, Outstanding Shares, Diffuse Control, Control, Controller, Controlled Company shall have the meanings attributed to them under the Novo Mercado Listing Regulations; (c) Shareholder Group refers to a group of persons: (i) (cb) Group of Shareholders means a group of persons: (i) bound by oral or written agreement or contract of any bound by oral or written agreement or contract of any nature, including Shareholder Agreements, either nature, including Shareholder Agreements, either directly or through controlled companies, controlling directly or through subsidiaries, controlling companies or companies or companies under common control; or (ii) companies under common control; or (ii) between which between which there is a control relationship; or (iii) there is a control relationship; or (iii) under common under common control; or (iv) representing common control; or (iv) representing common interests. Examples interests. Examples of persons representing a common of persons representing a common interest include: (v) interest include: (v) the direct or indirect owner of a the direct or indirect owner of a shareholding shareholding representing 15% or more of the capital representing 15% or more of the capital stock of another stock of another entity; and (vi) two persons with a entity; and (vi) two persons with a common third-party common third-party investor directly or indirectly investor directly or indirectly holding shares equivalent holding shares equivalent to 15% or more of the capital to 15% or more of the capital stock of each of these two stock of each of these two persons. Any joint ventures, persons. Any joint ventures, funds for investment clubs, funds for investment clubs, foundations, associations, foundations, associations, trusts, tenancies in common, trusts, tenancies in common, cooperatives, securities cooperatives, securities portfolios, universality is of portfolios, universality is of rights or any other manner rights or any other manner of organization or venture, of organization or venture, established in Brazil or established in Brazil or abroad, shall be considered part abroad, shall be considered part of a single Shareholder of a single Group of Shareholders, whenever two or more Group, whenever two or more of these entities are: (vii) of these entities are: (vii) managed or administered by the managed or administered by the same legal entity or same legal entity or parties related to a single legal parties related to a single legal entities; or (viii) when the entities; or (viii) when the majority of their management

Provision renumbered

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 General Meetings, at its discretion, shall be considered members of the Shareholder Group, subject to the respective regulations.

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 Group of Shareholders, subject to the respective regulations.

(d) Independent Member shall be construed in (cd) Independent Director means a Director that meets the accordance with paragraphs 6 and 7 of Article 22; and independence standards set forth in Paragraphs 6 and 7 of Article 22 of these Bylaws. (e) Institutional Investor shall refer to all persons: (i) (de) Institutional Investor means any investor that (i) under meeting CVM requirements to qualify as qualified CVM rules qualify as qualified buyer; and (ii) those that investors; and (ii) whose individual or cumulative goals, are required by law or regulation or the bylaws (whether according to their Articles of Association or legal and or not exclusively) to invest proprietary resources in regulatory provisions, involve investment of proprietary securities issued by public companies. funds in securities issued by publicly traded 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.

Provision renumbered.

Provision renumbered.

Currently absent provision

Added so terms defined in the NM regulation, which are used herein, are construed as having the meaning defined in the NM regulation.

CHAPTER X LIQUIDATION

CHAPTER X LIQUIDATION

Article 75. The Company shall be dissolved and subject to liquidation in the circumstances established by law. The Shareholders General Meeting shall establish the method of liquidation and elect the receiver, or receivers, and the Fiscal

Article 745. 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

Provision renumbered

Council, if requested by the minimum number of shareholders required by law or in CVM regulations, subject to legal provisions, establishing their authority and compensation.

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

CHAPTER XI SELF-REGULATION

Article 76. The control and supervision (i) of the transactions carried out in the Markets under the surveillance of the Company and its controlled companies, (ii) actions of the holders of Access Authorizations; and (iii) the activities of organization and surveillance of the market by the Company and its controlled companies shall be performed by a Companys controlled company with this specific corporate purposes, without prejudice to the responsibilities of the Chief Executive Officer established in the law in effect.

Article 756. Without prejudice to the responsibilities of the Chief Executive Officer, 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.

Provision renumbered

CHAPTER XII ARBITRATION

CHAPTER XII ARBITRATION

Article 77. The Company, the shareholders and management and members of the Fiscal Council are bound to adhere to arbitration to resolve any dispute or controversy that may arise amongst themselves, specifically relating to and

Article 767. The Company, the shareholders, the directors and officers and the fiscal council members (where the Fiscal Council is active) are required to commit to settle by arbitration any and all disputes involving any of them,

Rephrased and amended for consistency with definitions of the NM regulation.

resulting from the application, validity, effectiveness, interpretation, breach and effects of the arrangements contained in Law No. 6,404/76, the respective Bylaws, the rules and regulations of the National Monetary Council, the Brazilian Central Bank and the CVM, as well as any additional rules and regulations applicable to the financial markets in general, Novo Mercado Listing Regulations, the Novo Mercado Listing Agreement, the Regulations of the Market Arbitration Chamber, which shall be held by the Market Arbitration Chamber at the BOVESPA, according to such Chambers Regulations.

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 BM&FBOVESPA) under its adopted Arbitration Regulation.

Adjusted for consistency with the integration process that combined BM&F and BOVESPA into BM&FBOVESPA. Provision renumbered

CHAPTER XIII MISCELLANEOUS PROVISIONS

CHAPTER XIII GENERAL PROVISIONS

Article 78. 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. Management shall not register share transfers or transfers of other securities that fail to comply with the terms of Shareholder Agreements and the President of the Shareholders General Meetings and meetings of the Board of Directors shall not include votes cast that breach terms of such agreements, under item (k) Article 29.

Article 778. 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. Management shall not register share transfers or transfers of other securities that fail to comply with the terms of Shareholder Agreements and the President of the Shareholders Meetings and meetings of the Board of Directors shall not include votes cast that breach terms of such agreements, under item (k) Article 29.

Provision renumbered

Article 79. The Company shall issue all notices, information, Article 789. The Company shall issue all notices, information, financial statements and periodical information published or financial statements and periodical information published or filed with the CVM via e-mail to all shareholders registering filed with the CVM via e-mail to all shareholders registering

Provision renumbered

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.

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 80. Any omission in these Bylaws shall be corrected Article 80. Any omission in these Bylaws shall be corrected by the Shareholders General Meeting and governed by the by the Shareholders Meeting and governed by the provisions provisions of Law No. 6,404/76. of Brazilian Corporate Law*. ___________________ * References herein to Brazilian Corporate Law are to Law No. 6,404 dated December 15, 1976, as amended. ** References herein to CVM are to the Brazilian Securities Commission (Comisso de Valores Mobilirios).

Provision renumbered

CORPORATE BYLAWS OF BM&FBOVESPA S.A. BOLSA DE VALORES, MERCADORIAS e FUTUROS CHAPTER I NAME, HEADQUARTERS, VENUE, PURPOSE AND DURATION Article 1. BM&FBOVESPA S.A. BOLSA DE VALORES, MERCADORIAS E FUTUROS (Company) is a corporation governed by these Bylaws and by applicable law. Sole paragraph. The shares of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA), the Brazilian Securities and Derivatives Stock Exchange, have been listed to trade on the Stock Exchange special listing segment named Novo MercadoNovo 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) Article 2. The Company has registered office and jurisdiction in the city of So Paulo, state of So Paulo. Upon a decision of the Executive Management Board, 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; II Maintenance of systems for the trade and auction 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 participants of the markets under the Companys direct or indirect surveillance and its interests; VI Rendering of technical, administrative, software development 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 Undertaking of other similar or related activities expressly authorized by the Securities Commission; and VIII Holding shares in the capital of other companies or associations, headquartered in Brazil or abroad, whether as a partner, shareholder or associate, under the regulations in effect. Paragraph 1. Within the powers that are conferred to it by Law 6,385/1976 and by the regulations in effect, the Company must: (a) issue regulations relating to the granting of access authorizations to different trading,

registration and settlement systems under the Companys surveillance or by companies that are controlled by the it (Access Authorizations), 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 Authorizations; (c) regulate the activities of the holders of Access Authorizations in the systems and

markets under the Companys surveillance; (d) establish mechanisms and rules to mitigate the risk of breach of obligations by the

holders of Access Authorizations, as to the transactions undertaken and/or registered in any of the Companys trading, registration and clearing systems; (e) monitor 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 Authorizations, 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 is R$2,540,239,563.88, fully paid in and divided into 2,044,014,295 common registered shares, with no par value, with the issuance of preferred shares and founders shares being prohibited. 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 however that, due regard given to the provision in item (d) of paragraph 5 of Article 70, no shareholder or Group of Shareholders (as defined under Article 73) shall be entitled to vote shares in excess of 7% of the total number of shares issued and outstanding at any given time. Paragraph 1. For purposes of the voting cap established in the main provision, but without prejudice to the provision set forth in paragraph 2 of this Article, where two or more shareholders enter into voting agreement, or any other agreement for concerted exercise of voting rights, each and all of the signatory parties to such agreement shall be deemed to constitute, and vote as a Group of Shareholders, subject therefore to the voting cap. Paragraph 2. In any Extraordinary Shareholders General Meeting for the purpose of amending or revoking any provision of this Article, no shareholder or Group of Shareholders shall cast votes in a number greater than 1% of the number of shares in which the capital stock is divided, except as provided for in items (c) and (d) of paragraph 8 of Article 71 Paragraph 2. Shareholders agreements or vote pooling or block voting or any other agreements or arrangements for aggregation of voting power that in any way circumvent the voting cap established in the main provision of this Article, whether or not filed at the Companys registered office, are expressly forbidden. Paragraph 3. In a shareholders meeting, the chair shall be responsible for enforcing the provisions of this Article 7, and for declaring the number of votes each shareholder or Group of Shareholders is entitled to cast when polled Paragraph 4. No vote in excess of the votes eligible to be cast by a shareholder or Group of Shareholders shall be computed for purposes of determining the outcome of a poll. Article 8. The Company is authorized to increase its capital stock up to the limit of two billion five hundred million (2,500,000,000) common shares, as approved by the Board of Directors, independently of any bylaws amendment.

Paragraph 1. In the case provided for in the main provision of this Article, the Board of Directors shall determine the issuance price and number of shares to be issued, as well as the payment date and conditions for paying in the shares. Paragraph 2. Within the limit of the authorized capital, the Board of Directors can also: (i) decide regarding the issuance of warrants; (ii) in accordance with a plan approved by the Shareholders Meeting, grant stock purchase options to the management and employees of the Company or of a controlled company, or to individuals who provide services to it, without the shareholders having preemptive rights in the granting or subscription for these shares; and (iii) decide on the increase of the capital stock through the capitalization of profits or reserves, with or without bonus shares. Article 9. Any delay by a shareholder in paying in the capital subscribed for shall result in a 1% a month interest charge, monetary correction accrued on the basis of the General Market Price Index (ndice Geral de Preos Mercado), or IGPM, accrued with the lowest frequency legally applicable, and a fine of 10% of the amount of the outstanding amount, without prejudice to other applicable legal sanctions. Article 10. Every shareholder or Group of Shareholders must disclose, through a notice to the Company, which must contain the information provided for in Article 12 of CVM Instruction No. 358/2002, the acquisition of shares, that together with those already owned, exceed 5% of the capital of the Company, as well as, after reaching that percentage, the acquisition of shares that correspond to the acquisition of an additional 2.5% of the capital of the Company or multiples of that percentage. Paragraph 1. In cases in which the acquisition results in or had been undertaken for change of control or management of the Company, as well as in cases in which this acquisition creates the obligation to make a tender offer for the acquisition of shares, in accordance with the terms of CHAPTER VIII and the legislation and regulation in effect, the acquiring shareholder or Group of Shareholders must also cause the publication of a notice containing the information provided for in Article 12 of CVM Instruction No. 358/2002, in widely-known newspapers commonly used by the Company. Paragraph 2. The obligations provided for in this Article also apply to the owners of debentures convertible into shares, warrants and stock purchase options that assure their owners the acquisition of shares in the percentages provided for here. Paragraph 3. The shareholders or Groups of Shareholders shall also disclose, as provided for in the main provision of this Article, any time their shareholding is reduced by 5% of the total number shares issued by the Company due to any alienation or extinction of shares and other securities mentioned in the previous paragraph. Paragraph 4. The breach of the provisions of this Article shall subject the breaching party(ies) to the penalty provided for in Article 16, item (i), and in Article 18. Paragraph 5. The Investor Relations Officer must send the communications provided for in this Article, to the CVM and to the stock exchanges on which the securities issued by the Company are traded, as soon as they are received.

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 SHAREHOLDERS MEETING Article 12. The shareholders shall meet ordinarily within the last four months after the close of the fiscal year, to decide regarding the matters provided for in Article 132 of Brazilian Corporate Law*, and, extraordinarily, in the interests of the Company. 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. An Extraordinary Shareholders Meeting that has as its purpose the amendment of these Bylaws shall be held, on the first call, with the presence of shareholders who represent, at least, two thirds of the capital stock, but may be instated on the second call with any number of presents. Paragraph 7. Shareholders Meetings shall be presided over by the Chair of the Board of Directors or by a person appointed by the Chair. In the absence of the Chair, a Shareholders Meeting shall be presided over by the Vice Chair or an appointee.. 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 appealed to the Shareholders Meeting itself, in which decision the interested party shall not vote. The chair of the

Article 13. Before the Shareholders Meeting is instated, the shareholders shall sign the Shareholder Attendance Book, stating their name and residence and the number of shares they own. Paragraph 1. The list of shareholders present shall be closed by the Chair of the Meeting, immediately after the instatement of Shareholders Meeting. Paragraph 2. The shareholders who appear at Meeting after the closing of the list of shareholders present shall be able to participate in the meeting, but they shall not have the right to vote in any corporate decision. 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 63 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 69, 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. Shareholders Meetings 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) b) Review and judge the management report and financial statements; Determine the allocation of net income for the yearthe companys fiscal year net income

and approve dividend its distributions based on the management proposal to the shareholders as proposed by the Companys management; (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 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) and (l) Approve transactions for the Company or its shares to be merged into another Approve any disposition of a material portion of the Company assets or its trademarks;

company, and for a consolidation or spin-off transaction, or a transformation of corporate type, or the Companys dissolution, for this purpose giving regard to the legally prescribed quorum to resolve, unless the CVM shall have given prior consent for a lower quorum to prevail, such as foreseen in paragraph 2 of article 136 of Brazilian Corporate 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 Chief Executive Officer, and the latter shall determine the individual compensation of each Executive Officer. Paragraph 2. The Directors and Executive Officers 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*.

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 Group of Shareholders 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 Group of Shareholders. Paragraph 2. Any Shareholders Meeting that decides for suspending the rights of a shareholder or Group of Shareholders 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 Management Board Sole paragraph. The roles of Board Chair and Chief Executive Officer 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 in their respective positions by signing, in the 30 days after their respective election, the instrument of instatement in the appropriate book and the Statement of Consent from the Managers that is referred to in the Novo Mercado Listing Regulations, and shall remain in their positions until the new managers elected take office. Sole paragraph. The managers of the Company must adhere to the Manual for the Disclosure and Use of Information and Policy for Trading Securities Issued by the Company, by signing the respective Instrument.

Section II Board of Directors Subsection I Composition Article 22. The Board of Directors shall comprise at least seven 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 Boards 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 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 otherwise decided by the Shareholders Meeting, eligible candidates for the Board of Directors shall be those persons that meet all applicable legal and regulatory requirements and the following additional requirements, to the exclusion of any other person: (a) being over 25 years old; having an upstanding reputation, and knowledge of the functions, operations and

(b)

practices of the capital markets operated and managed by the Company and/or its subsidiaries; (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; and (d) not holding a position in any company deemed to be a competitor of the Company or

its subsidiaries and, in addition, 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. 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 Group of Shareholders whose individual votes were sufficient to elect a Director; or (ii) the shareholder or Group of Shareholders 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 Group of Shareholders 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 defined as persons that meet the following requirements: (a) all of the independence standards established in the Novo Mercado Listing Rules and in

CVM Instruction No. 461/07, cumulatively; and (b) not holding, and not having ties with any shareholder that holds, whether directly or

indirectly, ownership interest in 5% or more of the issued and outstanding shares of stock, or voting stock of the Company. Paragraph 7. Directors elected under paragraphs 4 and 5 of article 141 of Brazilian Corporate Law* shall also be considered 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. 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 exceeds 10% of the issued and outstanding

shares of stock or voting stock of the Company; or (c) degree. Paragraph 10. 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 the members of the slate of candidates appointed, containing: (i) his or her a relationship established through a spouse, domestic partner or relative to the second

complete identification information; (ii) a complete description of his or her professional experience, including previous work experience qualifications 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 impediments 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 at least five days before the date of the Shareholders Meeting, statements signed individually by the candidates they nominate, containing the information required in the preceding paragraph. The Board of Directors, as advised by the Nominations and Corporate Governance Committee shall promptly post notice in the Companys Internet site advising shareholders that the documents concerning other slates and related information are available at the registered office, and shall forward the same information via computer to the CVM and (BM&FBOVESPA).. 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 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 BM&FBOVESPA. Paragraph 2. On convening the meeting, the presiding officers shall determine the number of eligible votes attributable to each shareholder or Group of Shareholders, based on the signatures affixed to the Shareholders Attendance List, 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 these Bylaws.. Paragraph 4. Any shareholder or Group of Shareholders 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 Group of Shareholders. 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 Group of Shareholders, (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 Chair and Vice Chair from among its members. The appointment shall take place in the first meeting held after the Directors take office. Subsection III Meetings and Substitutions Article 26. The Board of Directors shall meet, ordinarily, at least every two months, in accordance with the calendar to be published in the first month of each fiscal year by the Chair, and extraordinarily, whenever necessary, when convened in the manner described in paragraph 1 of this Article or two thirds of its members. Paragraph 1. The Chair or the Vice Chair, 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, the agenda. Paragraph 3. The meetings of the Board of Directors shall be convened with, at least, 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 simultaneous 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 decisions and discussions of the Board of Directors or any other management bodies, exercise the right to vote or, in any manner, intervene in the matters in which he or she, directly or indirectly, has a conflict of interests with those of the Company, 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 Chair of the Board of Directors shall cast the deciding vote in case of tie. Paragraph 8. The Chief Executive Officer, 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 as a member 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 to 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 Chair, the Vice Chair shall fill in the position until such time as a new Chair is elected. Article 28. In cases of absence or temporary impediment, 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 Independent Director, the Director who represents him or her must also fall within the classification of Independent Director. Paragraph 2. In the event of absence or temporary impediment of the Chair of the Board, his or her functions shall be provisionally filled in by the Vice Chair or another director appointed by the Vice Chair. Paragraph 3. In the event of absence or temporary impediment of the Vice Chair, the Chair shall appoint a replacement from among the other Directors.

Subsection IV Duties Article 29. The responsibilities of the Board of Directors include the following: (a) determining the general business guidelines of the Company and its subsidiaries;

approving the annual budget and budget revisions of the Company and subsidiaries; and setting strategic plans and targets for future periods, overseeing execution; (b) Bylaws; (c) overseeing management; examining the books and records of the Company at any time, electing and removing the Executive Officers of the Company and approving the

Executive Management Internal Regulation, whereas giving regard to the provisions of these

requesting information on previous or impending transactions and any other management acts; (d) (e) deciding on whether and when to call the Shareholders Meetings; 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 (e) of Article 38 of these Bylaws; (h) granting prior authorization for investments of a single nature not contemplated in the

annual budget and whose aggregate amount exceeds the Reference Amount; (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 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 of companies in which it holds ownership interest, and granting prior consent for approval of amendments to the articles of association or bylaws of any investees, where the

interest value is in excess of the Reference Amount, due regard being given to the provision under item (j) of Article 16; (m) appointing the Executive Officers of the subsidiaries, provided 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) having due regard for the corporate purposes stated in Article 3, deciding on

acquisitions of ownership interest in other companies, and membership in philanthropic associations and organizations, where the amount involved is in excess of the Reference Amount and except for interest acquired within the scope of the Companys policy on financial investments; (p) granting authorization, regardless of the amount involved, for the Company to

guarantee third-party obligations under transactions unrelated to the Company business or not arising from its operations, in particular in connection with its role as central counterparty clearing (and whether involving the Company or a subsidiary); (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 63 of these Bylaws; (r) (s) approving the hiring of a registrar to provide securities bookkeeping services; deciding on distributions (for payment or crediting to shareholders) of interest on

shareholders equity, pursuant to applicable legislation; (t) appointing and removing the independent auditors, while giving regard to item (a) of

Article 47, and (u) appointing the members of the permanent Advisory Committees from among the

Directors, and the members of other committees or temporary working groups established by the Board of Directors; and. (v) expressing and disclosing to the market, within fifteen (15) days after publication of

the announcement of any type of tender offer initiated for shares issued by the Company, a reasoned opinion advising shareholders on (i) the timing and convenience of the bid vis --vis the interests of shareholders and the liquidity of their shares; (ii) the impact of the offer on the business interests of the Company; (iii) the bidders announced strategic plans for the Company; and (iv) any other point of consideration the Board may deem relevant, in addition to information required under the applicable CVM rules. Sole paragraph. 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.

Article 30. The Board of Directors shall also have powers to: (a) approve the Access Regulations, as well as the rules relating to the admission,

suspension and exclusion are the holders of the Access Authorizations, and also the remaining regulatory, operating and liquidation rules that shall discipline and define the operations performed with the securities, contracts admitted for trading and/or registered in any of the systems for trading, registration, clearance and settlement administered by the Company and by its subsidiaries; (b) approve the rules relating to listing, suspension and delisting of securities and contracts

and respective issuers, as applicable; (c) approve the operating regulations and rules relating to the Clearing Houses and

systems that provide registration, clearing and settlement services for transactions performed in markets administered by the Company and its subsidiaries; (d) approve the Code of Ethics of Market Participants administered by the Company, that

must contain rules of conduct necessary for the proper functioning of the markets, and for the maintenance of high ethical standards of negotiation in these markets, as well as to regulate the functioning and composition of the Ethics Committee and to elect its members; (e) establish the penalties that may apply to breaches of the rules approved by the Board of

Directors; (f) decide on the granting of the Access Authorizations, this decision being subject, within

thirty (30) days, to a request for review to the Shareholders Meeting, which must provide a definitive decision on the subject, observing the provisions in the law in effect; (g) decide concerning the suspension and the cancellation of the Access Authorizations, 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 Authorizations; (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 the operating risks control systems 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. Sole paragraph. The Board of Directors may delegate to the Executive Management Board of the Company the setting of technical, financial and operating criteria that complement the rules and regulations stated in items (a), (b) and (c) of this Article.

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. The Officers have 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 five up to nine Officers, one being the Chief Executive Officer and eight Executive Officers. All of the Officers 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. Sole paragraph. The Board of Directors shall designate, from among the Officers of the Company, the one (those) who shall fulfill the duties of Finance and Investor Relations Officer. Article 33. The Executive Officers work for the Company on an exclusive dedication basis and are not permitted while in office to have ties (as defined in paragraph 8 9 of Article 22): (i) with holders of a permit for access to the Companys markets, (ii) with a shareholder or Group of Shareholders 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. Persons eligible to act as Chief Executive Officer are those that meet all applicable legal and regulatory requirements and the requirements established in paragraph 4 of Article 22, provided due regard shall be given to the provision in the sole paragraph of Article 20 of these Bylaws. Paragraph 1. All remaining Officers shall be recommended to the Board of Directors by the Chief Executive Officer. Should the Board of Directors not approve the presented recommendations, new names must be recommended, until they are approved by the Board of Directors. Paragraph 2. The Chief Executive Officer may order the immediate removal of any Officer of the Company until the meeting of the Board of Directors at which such removal will be decide. Article 35. The Chief Executive Officer has the following powers, additionally to the other attributions established in these Bylaws: (a) (b) convene and chair the meetings of the Executive Management Board; propose to the Board of Directors the rules and composition of the Executive

Management Board; (c) (d) guide and coordinate the activities of the remaining Officers; 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) establish the Market Risk Technical Committee, and regulate its operation,

membership, roles and responsibilities, setting member compensation, as applicable and with due regard for the standards established by the Compensation Committee; (g) create other Technical Committees, Consulting or Operating Committees, Technical

Commissions for the Customization, Classification and Arbitration, workgroups and advisory bodies, defining their composition, roles and responsibilities; (h) determine prices, charges, compensation, commissions and contributions and any other

costs to be charged to holders of Access Authorizations 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; (i) propose to the Board of Directors the regulatory, operating and clearing rules that shall

govern and define the operations performed with the securities 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; (j) determine the securities, certificates and contracts that shall be admitted for trading,

registration, clearing and settlement 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; (k) 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; (l) 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; (m) 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; (n) to cautiously order the suspension, for the maximum period of 90 days, of the activities

of holders of Access Authorizations, in cases provided in the Access Regulation or the remaining rules passed by the Board of Directors, or, also, where there is an apparent breach of the Code of Ethics, immediately communicating the suspension to the CVM and the Brazilian Central Bank; (o) 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;

(p)

cancel trades and/or registration of any of the negotiation, registration, clearance or

settlement of any transactions undertaken at the 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; (q) 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; (r) 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 (s) 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 Chief Executive Officer in exercising the powers that are dealt with in lines (n) to (q) 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. Paragraph 3. The Market Risk Technical Committee stated in item (f) of this Article shall be comprised by Executive Officers and other Companys employees appointed by the Chief Executive Officer and shall have the following responsibilities: (i) analyze the macroeconomic scenario and related risks to the markets in which the Company participates; (ii) define the criteria and parameters to calculate margin values; (iii) define the criteria and parameters for the valuation of assets received as collateral; (iv) define 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) propose policy for deposited margin surveillance; (vi) analyze the market leverage; (vii) recommend any criteria, limits and parameters for the credit risk management of the market participants; (viii) analyze and recommend solutions for the enhancement of the risk management systems; and (ix) prepare any other analysis related to the abovementioned activities. Article 36. The Officer who performs the duties of Finance Officer has the power to: (i) plan and write budgets and work plans and of investments of the Company, annual or multiannual relating to the activities of the Company; (ii) answer for the control of the execution of budgets that are referred to in the previous line; (iii) administer and invest the financial resources of the Company, and supervise the same activities performed by the Companys subsidiaries, and (iv) manage the accounts, financial and fiscal/tax planning sectors of the Company. Article 37. The Investor Relations Officer has the power to disclose information to investors, the CVM and the stock exchange or over-the-counter market where the Companys securities will

be negotiated, as well as to maintain the registration of the Company in compliance with applicable CVM rules. Article 38. The responsibilities of the Executive Management Board include the following: (a) authorize the opening or closing and moving of branches, agencies, deposits, offices or

any other establishment of the Company in Brazil or elsewhere; (b) 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; (c) prepare and propose to the Board of Directors the annual budget, multi-year budgets,

strategic plans, expansion plans and investment programs; (d) 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; and e) authorize the Company to enter into 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 the activities as central counterparty clearing, regardless of the amount involved in the transaction; and (fe) on request of the Chief Executive Officer, decide on any matters not included within the

scope of exclusive authority of the Shareholders Meeting or the Board of Directors. Subsection I - Replacements and Vacancy in the Executive Management Board Article 39. The Chief Executive Officer shall be substituted: (i) in the event of absence or impediment for a maximum 30-day period, by another Officer appointed by him; (ii) when on leave for over 30 days and less than 120 days, by the 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 Chief Executive Officer pursuant to the proceedings established in these Bylaws. Article 40. The other Officers shall be substituted: (i) for absence or impediment or leave for a period not exceeding 120 days, by an Officer appointed by the Chief Executive Officer; 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 Officer, under the procedures established in paragraph 1 of Article 34. Subsection II Meetings of the Executive Management Board Article 41. Except as provided in Article 42 below, the meetings of the Executive Management Board shall be deemed valid with the presence of at least half plus one of the elected Officers

and resolutions shall require a majority vote of those present. The Chief Executive Officer shall cast the deciding vote in case of tie. Article 42. Without prejudice to the specific attributes of the Chief Executive Officer and the other Officers, the Officers responsible for the respective areas must be present for decisions: (a) Declaration of breach by a participant of any of the Clearing Houses, specifying the

relevant measures taken in accordance with applicable regulations; (b) Establishment of operating, credit and risk limits for Clearing Houses direct or indirect

participants, acting individually or as a group, each subject to the specific procedures; (c) Definition of the Clearing Houses ordinary procedures, as well as the procedure for the

implementation of trade systems and guarantee and risk systems by them; and (d) Remittance of orders regarding the partial or full settlement of opened positions in one

or more markets held by holders of Access Authorizations or their clients. Subsection III - Company Representation Article 43. Except as provided otherwise in the paragraphs of this Article, the Company shall be represented and shall only be deemed bound by an act or signature: (a) (b) (c) of two Officers; of any Officer jointly with an attorney-in-fact with specific powers; or 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 represented by a single Officer or 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) (d) represent the Company in court, except for acts that entail waiving rights; or 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 specific acts that shall be binding on the Company subject to signature of only one Officer or attorney-in-fact, or furthermore establish authority and jurisdiction for a single representative to perform such acts. Article 44. Powers of attorney shall always be granted or revoked by two Officers, including the Chief Executive Officer, 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 III - Ancillary Administrative Bodies Article 45. The Company shall have the following mandatory committees to advise the Board of Directors: (a) (b) c) (d) Audit Committee; Nominations and Corporate Governance Committee; Compensation Committee; and Risk Committee.

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 establish the responsibilities and compensation of the committee members. Subsection I - Audit Committee Article 46. The Audit Committee shall be composed of five members, all of whom shall be independent members. Up to two audit committee members shall be Independent Directors, whereas the other members shall be external independent members (External Members) and fulfill the requirements set forth in paragraph 2 of Article 46 of these Bylaws. Paragraph 1. The Nominations and Corporate Governance Committee shall nominate candidates for the Audit Committee, whose members shall be appointed by the Board of Directors. Paragraph 2. The External Members of the Audit Committee shall meet the following requirements: (a) being knowledgeable about, or experienced in auditing, compliance and controls,

accounting and taxation and similar other 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, the direct or indirect controlling shareholders or companies under common control, as applicable; (ii) any of the directors and officers of the Company and its subsidiaries or, as the case may be, the direct or indirect controlling shareholders or companies under common control, as applicable; (iii) holders of permits for access to the Company markets; and (iv) a shareholder or Group of Shareholders holding an interest in 10% or more of the issued and outstanding shares of voting stock of the Company; and (f) fulfill the requirements set forth in paragraphs 4 and 5 of Article 22 of these Bylaws.

Paragraph 3. The members of the Audit Committee shall be nominated by the Nominations and Corporate Governance Committee and appointed by the Board of Directors for two-year terms, reappointment being permitted. Paragraph 4. While in office, committee members may be replaced in the following circumstances: (a) (b) death or resignation; 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 5 Directors, a majority of whom shall fulfill the requirements in paragraph 5 of Article 22. Paragraph 5. If seats on the committee fall 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. Article 47. The Audit Committee shall report to the Board of Directors, and its responsibilities include, among other matters: (a) making recommendations to the Board of Directors regarding retention or replacement

of the independent auditors the Companyand ratifying the Boards selection (b) overseeing the results of Company and controlled internal audits, as well as submitting

proposals to the Board of Directors to improve such audits; (c) analyzing management reports and financial statements issued by the Company and its

subsidiaries, issuing recommendations as it sees fit to the Board of Directors;

(d)

analyzing the quarterly information and the financial statements produced periodically

by the Company; (e) and evaluating the effectiveness and adequacy of internal and independent audit processes internal control structures at the Company and its subsidiaries, submitting

recommendations to improve policies, practices and procedures as it sees fit; (f) evaluating the effectiveness and adequacy of the controls and risk management

systems, including legal, tax and labor related risks; (g) issuing a prior opinion to the Board of Directors on the annual report regarding the

Companys internal controls and risk management system; (h) issuing opinions, at the Board of Directors request, on the proposals made by dividend

management bodies to be submitted to the Shareholders Meeting concerning changes in the capital stock, issuance of debentures or subscription warrants, capital budgets, distribution, change in type of organization, merger, consolidation or spin-off; and (i) issuing opinions on matters submitted to it by the Board of Directors and on any other

issues it deems relevant. Sole paragraph. At the end of each six-month period, the Audit Committee shall prepare a report containing at least the following information: (i) activities carried out during the period; (ii) an evaluation of the effectiveness of the internal controls and risk management systems adopted by the Company; (iii) a description of recommendations submitted to Company Management and evidence of their application; (iv) evaluation of internal and independent audit effectiveness; and (v) an evaluation of the quality of financial reports, and internal controls and risk management reports related to the period. Article 48. The Audit Committee must approve the Internal Regulations governing its operations by a majority of vote, which shall be approved by the Board of Directors. Sole paragraph. In order to perform its functions, the Audit Committee shall have access to all information required and a suitable administrative structure, as well as funds to contract independent advisers. Subsection II - Compensation Committee Article 49. The Board of Directors must establish a permanent 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 evaluating his or her performance; (d) reviewing and submitting to the Board the Chief Executive Officer proposal on the

goals and targets concerning the senior executive compensation plans, and assessing the evaluation process implemented by the Chief Executive Officer with respect to his or her subordinates, monitoring implementation of conclusions and resulting actions; (e) take necessary measures so that the Company be adequately and previously prepared

for the succession of its key management positions, in particular for the Chief Executive Officer and the principal executives; and (f) ensuring the Company adopts a competencies and leadership model, including to

attract, retain and motivate talent, which is in line with the Companys strategic plan. Paragraph 2. The Chief Executive Officer will be invited to participate of the meetings of the Compensation Committee whenever necessary. Subsection III Nominations and Corporate Governance Committee Article 50. The Board of Directors shall establish a permanent Nominations and Corporate Governance Committee, which shall comprise three 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 membership and operations of

the Board; (e) Make recommendations to the Board of Directors about advisory committee or work

group (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 and periodic self-evaluation process

both by the Chair and by the Board as a collective body; (g) Support the Board of Directors in the process of recruiting and nominating the Chief

Executive Officer, in addition to supporting the latter in recruiting and nominating the other Executive Officers; (h) 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; (i) 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); (j) 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; (k) 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; (l) 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; (m) Evaluate and make recommendations that add value to the institutional image of the

Company; and (n) monitor business from the perspectives of sustainability and social responsibility,

whereas supporting the Board in perfecting the Company vision in this regard. Subsection IV Risk Committee Article 51. The Board of Directors shall establish a permanent Risk Committee, which shall comprise four members, all of them Directors, whether or not Independent Directors Sole paragraph. The Risk Committee shall be responsible for: (a) assessing and monitoring exposure to risks intrinsic to the business activities of the

Company, with particular focus on structural and strategic risk management; (b) assessing and recommending the Companys risk management guidelines and

strategies; and (c) conducting periodic reassessments of the risk management strategies adopted by the

Company.

CHAPTER V FISCAL COUNCIL Article 521. The Company shall have a Fiscal Council shall be comprised of three and 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, following a request by shareholders representing the percentage required by law or CVM regulations. Paragraph 1. Fiscal Council members shall be elected by the Shareholders Meeting approving its creation and its term of office shall expire at the time of the Ordinary Shareholders Meeting following its 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 preliminary execution of the Fiscal Council Member Statement of Consent according to the terms of the Novo Mercado Listing Regulations. Paragraph 4. Members of the Fiscal Council shall be replaced when absent or prevented from attending by their respective alternates. 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 established by the Shareholders Meeting, which, for each affected member, shall be now lower than 10% of the average amount paid to each Officer, not including benefits, representation fees and profitsharing. CHAPTER VI FISCAL YEAR, FINANCIAL STATEMENTS AND EARNINGS Article 532. 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 with a proposal for allocating net profits, subject to 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 543. Any accumulated losses and the income tax provision shall be deducted from the annual income prior to any profit sharing.

Sole paragraph. After carrying out the deductions referred to in this Article, the Shareholders Meeting may pay the Company management a share of up to 10% in the remaining earnings, subject to the limits established by Brazilian Corporate Law* and these Bylaws. Article 554. Following the deductions established in the preceding Article, 5% of the net income for the year shall be used to establish the Statutory Reserve, up to the limit established by law. Paragraph 1. After establishing the Statutory Reserve, the remaining earnings, adjusted for contingency reserves and respective write-back, if applicable, shall be distributed in the following order: (i) 25% shall be allocated to distribution of the mandatory dividend (which may be limited to the amount of net profit realized for the year, when the difference is recorded as unrealized profit reserve); and (ii) except as provided in paragraph 3 of this Article, the total amount of remaining net earnings shall be used to establish the statutory reserve, creating the necessary safeguard mechanisms and funds for Company and controlled activities, guaranteeing full settlement and reimbursement of any losses arising from intermediating transactions carried out and/or registered on any of its trading, registration, clearing and settlement systems and custody services. Paragraph 2. The total value of the reserve in (ii) of the preceding paragraph shall not exceed the capital stock. Paragraph 3. If the Board of Directors believes that the Reserves Amount defined in paragraph 1 of this Article is sufficient to meet its objectives, it may: (i) propose that the Shareholders Meeting, in a given financial year, apportion a percentage of net earnings lower than the level in item (ii) of paragraph 1 of this Article to establish the that Reserve; and/or (ii) propose distribution of part of the that Reserve fund to Shareholders. Paragraph 4. After making the allocations established in paragraph 1 of this Article, the Shareholders Meeting may decide to retain a portion of the annual net earnings allocated in the previously approved capital budget, under Article 196 of Brazilian Corporate Law*. Paragraph 5. The dividend established in item (i)i), of paragraph 1 of this Article may be suspended in any year in which the Board of Directors advises the Annual Shareholders Meeting that the distribution would be inadvisable given the Companys financial condition. In this event, the Fiscal Council, if active, shall issue an opinion on the matter, and management shall file a reasoned report with the CVM to justify the recommendation, doing so within five days after the meeting. Paragraph 6. The profits that are not distributed under paragraph 5 of this Article shall be recorded as a special reserve and, if not absorbed by losses in subsequent years, shall be paid out as dividends, as soon as the Companys financial status allows. Article 565. The Company may, provided a resolution of the Board of Directors is passed: (a) (b) distribute dividends based on earnings determined by the semi-annual balance sheets; prepare balance sheets for periods of less than six months and distribute dividends

based on the earnings ascertained in them, 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 accrued profits or existing profit reserves in

the most recent annual or semi-annual balance sheets; and (d) pay or credit to the shareholders 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 576. Dividends that are not claimed or received by shareholders shall expire within a period of three years from the date placed at the shareholders disposal and shall revert to the Company. CHAPTER VII SHAREHOLDING MONITORING Article 587. Without prejudice to the other provisions of these Bylaws, the Company, as 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 these Bylaws (per paragraph 1 of this Article), and present motion for the Shareholders Meeting to impose penalty as provided in Article 72 71 of these Bylaws. Paragraph 1. If, at any time, the Investor Relations Officer identifies a breach of any of the share limit restrictions relating to any shareholder or Group of Shareholders, he or she must, within a maximum period of 30 days, report such circumstances on the Company website on the Internet and report: (i) to the Chair of the Board of Directors; (ii) the Chief Executive Officer; (iii) the members of the Fiscal Council, if instated; (iv) the BM&FBOVESPA; and (v) the CVM. Paragraph 2. The Investor Relations Officer, acting in his discretion or on request of a regulatory entity, may require any shareholder or Group of Shareholders to provide information on its or the group members direct and indirect ownership structure, composition of the group, including as the case may be, direct or direct 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 - Transfer Disposition of Control Article 598. Any Disposition of Control, whethereither carried through in a single or series of successive transactions, shall be agreed under condition precedent or dissolving condition that the Acquirer of Control undertakes to conduct tender offer to purchase all shares held by other shareholders, subject to the conditions and deadlines established by applicable legislation and

the Novo Mercado Listing Rules, so as to ensure all shareholders are extended equal treatment as afforded the Selling Controlling Shareholder. Article 6059. A tender offer shall likewise be required, per Article 598: (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 giving rise to a Disposition of Control; or (ii) where control over a Controlling Shareholder of the Company is disposed of giving rise to an indirect Disposition of Control, in which case the Selling Controlling Shareholder shall give notice of the selling price to BM&FBOVESPA, in addition to providing documentary evidence justifying the price. Article 610. 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 to purchase all other shares, such as provided in Article 59, and (ii) reimburse any sellers of shares in stock market transactions (regardless of buying counterparties) carried out in the same trading sessions at which the acquirer of control was trading to buy shares in the market over the six-month period preceding the date of acquisition of Control, which reimbursement shall compensate these sellers for the difference between the selling market price per share and the tender offer bid price, as adjusted for inflation through to the reimbursement date. BM&FBOVESPA, as central counterparty clearing to these transactions shall be responsible, pursuant to applicable regulations, for allocating the aggregate of such differences amongst the stock market sellers of the shares in proportion to the daily net settlement balances of such transactions, as registered in its records. Article 621. The Company shall not register any share transfers to an Acquirer of Control or subsequent holders of Control until such time as the latter two shall have signed the required Instrument of Adherence to the Novo Mercado Listing Rules. Paragraph 1. The Company shall not register any Shareholders Agreement governing the exercise of Control until such time as the parties thereto shall have signed the Instrument 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 59 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 632. In the event the shareholders take action at a Shareholders Meeting to approve: (i) a going private process resulting in cancellation of the Companys registration as a public company, the Company or the Controlling Shareholder(s), if 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 under paragraphs 1 to 3 of this Article, due regard given to other applicable legal and regulatory rules; or (ii) a delisting from the Novo Mercado listing segment for the shares to trade on another market or market segment, or if the shareholders take action to implement a corporate restructuring process where the unlisted surviving company fails to list the shares to trade on the Novo Mercado within one hundred and twenty (120) days after the date of the meeting approving such action, 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, due regard given to other applicable legal and regulatory rules. Paragraph 1. Any valuation reports prepared according to the main provision of this Article shall be prepared by an experienced, independent, specialist valuation firm, which is not influenced by the decisions of the Board or Management, or of the Company or the Controlling Shareholder(s), if any. In addition, any such valuation firm shall meet the requirements of paragraph 1 of Article 8 of Brazilian Corporate Law* and perform the work subject to the liability clause contemplated under paragraph 6 of the abovementioned legal provision. Paragraph 2. The Shareholders Meeting has the discretion to select the specialized company or institution for the determination of the Economic Value of the Company, from a list of the three names presented by the Board of Directors. This resolution shall be approved by a majority of shareholders present at the Shareholders Meeting, disregarding blank votes. The Shareholders Meeting shall require the presence of at least 20% of all Outstanding Shares if instated on the first call, or any number of shareholders representing Outstanding Shares if instated on the second call. Paragraph 3. The costs of the valuation report shall be borne in full by the offeror. Article 643. Absent a clear Controlling Shareholder, if shareholders convening in a Shareholders Meeting approve action consisting of: (i) a going private process for cancellation of the Companys registration as a public company, the Company shall conduct a tender offer to repurchase its own shares, in which case it shall only complete the transaction with holders that voted to approve the action after having completed the transaction with holders that voted against the action; whereas if the shareholders approve (ii) a delisting from the Novo Mercado listing segment for the shares to trade on another market or market segment, or approve action to implement a corporate restructuring process, where the unlisted surviving company fails to list the shares to trade on the Novo Mercado within the assigned deadline, such as provided in item (ii) of the main provision of Article 63 above, then any such action shall be contingent on a tender offer being conducted under the same terms and conditions established in Article 63 above. Paragraph 1. The Shareholders Meeting shall in any event name the shareholder or shareholders in attendance of the meeting that shall be responsible for conducting the tender offer, which appointed 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 for timely listing on the Novo Mercado segment, and such failure does take place, then the obligation to conduct a tender offer shall lie with all the shareholders that voted for the corporate restructuring process.

Article 65. 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 the Economic Value per share, as determined pursuant to a valuation report prepared according to Article 63 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. Article 64Paragraph 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. Sole paragraph. If the Shareholders General Meeting approves the maintenance of the Companys publicly-held company registration, the shareholders voting in favor of this resolution must undertake a public tender offer. Article 65. If the resolution mentioned in Article 64 fails to remedy the breach of duties established in the Novo Mercado Listing Regulations within the period defined by the BOVESPA and the Company delists its shares from the Novo Mercado as a result of this breach, subject to legal provisions, the Company must make a public tender offer to acquire shares from all shareholders to cancel the publicly-held company registration. Article 66. If the Company is subject to Diffuse Control and the Shareholders General Meeting resolves to delist the Company from the Novo Mercado following breach of obligations established in the Novo Mercado Regulations, the public tender offer to acquire shares must be filed by the shareholders who have voted in favor of the resolution resulting in that breach Article 667. Registration of a single tender offer to acquire shares is permitted for more than one of the purposes established in this CHAPTER, in the Novo Mercado Listing Regulations, in Brazilian Corporate Law* or in CVM regulations, so long as all tender offer methods can be made used, provided there are no losses to the tender offers addressees and the CVM authorization has been granted.

Article 678. The Company, any third-party or the shareholders may undertake the tender offer determined in these bylaws, the Novo Mercado Listing Regulations, corporate law and CVM regulations. The Company or the shareholder, as applicable, shall not be exempt from the duty to undertake the tender offer until it has been concluded, as provided for in the applicable rules. Section II - Protection of Widespread Ownership Article 689. Any shareholder or Group of Shareholders (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 BM&FBOVESPA 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 CVM Instruction No. 358/2002, the Investor Relations Officer shall thereafter promptly release notice to the market disclosing the application. Article 6970. Where an Acquiring Shareholder (a) accumulates direct or indirect ownership interest in 30% or more of the shares then issued and outstanding; or (b) purchases other shareholder rights (including rights as usufruct holder) giving the holder a 30% voting interest in 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, whereas having due regard for the provisions of Brazilian Corporate Law*, the CVM rules, the Listing Rules and other stock market regulations, and the rules prescribed in these Bylaws. Sole paragraph. The Acquiring Shareholder shall respond to any CVM demands and requests within the deadlines established under applicable regulations. Article 701. The bid price per share in a tender offer (Bid Price) triggered by accumulation of material interest shall at least equal the highest market price per share paid by the Acquiring Shareholder in the six-month period preceding the date on which the material interest threshold set under Article 69 was attained, as adjusted for corporate actions, such as distributions of dividends or interest on shareholders equity, stock splits, reverse splits and bonus shares, but not for 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 Instruction No. 361/02, as amended or substituted from time to time.: a) (b) it shall be open to all shareholders; it shall be carried out in an auction held at the premises of the stock exchange operated

by BM&FBOVESPA;

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) Article; (e) it shall offer a bid price set in accordance with the main provision of this Article for it shall be irrevocable and irreversible upon publication of the tender offer

announcement, per CVM Instruction No. 361/02, except as provided in paragraph 4 of this

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. Shareholders representing at least 10% of the shares issued by the Company, excluding shares held by the Acquiring Shareholder, may request that the Company management convene a Special Shareholders General Meeting to consider conducting a new Company valuation to review the Offer Price. The new valuation must be prepared in the same manner as the valuation report in item (f) of paragraph 1 of this Article, under the procedures in Article 4-A, Law No. 6,404/76 and complying with the relevant CVM regulations on the terms of this Chapter. Paragraph 3. All Company shareholders, except the Acquiring Shareholder, shall be entitled to vote at the Special Shareholders General Meeting referred to in paragraph 2. Paragraph 4. If the Special Shareholders General Meeting referred to in paragraph 2 decides to conduct a new valuation and this valuation report reveals a higher value than the initial value in the public tender offer, the Acquiring Shareholder may withdraw the public tender offer, in which case it shall be bound, as applicable, to comply with Article 28 of CVM Instruction No. 361/02, transferring the surplus shareholding within three months of the Special Shareholders General Meeting. Paragraph 52. The tender offer requirement set forth in the main provision of Article 69 shall not preclude other shareholders from conducting their own concurrent tender offers, as permitted by applicable regulations. Paragraph 63. Meeting the requirements set forth under Article 254-A of Brazilian Corporate Law* and Article 598 of these Bylaws shall not exempt the Acquiring Shareholder from fulfilling the requirements set forth in this Article. Paragraph 74. The tender offer requirement established in Article 69 shall not apply in the event a person becomes the holder of a materialn interest in 3015% 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 63; or

(b)

A tender offer conducted in accordance with the provision under paragraph 1 of Article

632. complying with the provisions of paragraph 1 of this Article 62. Paragraph 85. 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 632, 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 and its subsidiaries operate; (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 and subsidiaries operate, 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 2/2 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 96. Without prejudice to the provision of paragraph 6 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 69) shall not includecompute involuntary increments resulting from cancellation of treasury shares, or from share redemptions or a reduction in the capital stock amount resulting in cancellation of a proportionate number of shares. Article 712. If the Acquiring Shareholder fails to comply with the obligations foreseen in this Chapter, 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 723. 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 734. For the 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 Group of Shareholders, 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) Controlling Shareholder, Selling Controlling Shareholder, Outstanding Shares,

Diffuse Control, Control, Controller, Controlled Company shall have the meanings attributed to them under the Novo Mercado Listing Regulations; (cb) Group of Shareholders means a group of persons: (i) bound by oral or written

agreement or contract of any nature, including Shareholder Agreements, either 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 Group of Shareholders, 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 Group of Shareholders, subject to the respective regulations. (cd) Independent Director means a Director that meets the independence standards set

forth in Paragraphs 6 and 7 of Article 22 of these Bylaws. (de) 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 745. 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 756. Without prejudice to the responsibilities of the Chief Executive Officer, 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 767. The Company, the shareholders, the directors and officers and the fiscal council members (where 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 BM&FBOVESPA) under its adopted Arbitration Regulation. CHAPTER XIII GENERAL PROVISIONS Article 778. 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. Management shall not register share transfers or transfers of other securities that fail to comply with the terms of Shareholder Agreements and the President of the Shareholders Meetings and meetings of the Board of Directors shall not include votes cast that breach terms of such agreements, under item (k) Article 29. Article 789. The Company shall issue all notices, information, financial statements and periodical information published or filed with the CVM via 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 8079. Any omission in these Bylaws shall be corrected by the Shareholders Meeting and governed by the provisions of Brazilian Corporate Law*.

BM&FBOVESPA S.A. SECURITIES, COMMODITIES AND FUTURES EXCHANGE CNPJ/MF n 09.346.601/0001-25 NIRE 35.300.351.452 STOCK OPTION PLAN approved by the BM&FBOVESPA Extraordinary General Meeting held on May 8, 2008, as amended at the Extraordinary General Meeting held on April 18, 2011 1. Purpose of Stock Option Grant 1.1. The purpose of the Stock Option Plan of BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange ("Company" or "BMFBOVESPA") established pursuant to Article 168, Paragraph 3 of Law No. 6,404/76 ("Plan"), is to grant the officers, employees and service providers of the Company and its direct or indirect subsidiaries (included under the concept of Company for the purposes of this Plan) the opportunity to become shareholders of the Company, therefore achieving a greater alignment between the interests of the executives of the Company and the interests of the shareholders, sharing the risks of the capital market while allowing the Company and its subsidiaries to attract and retain executives and employees. 1.2. Executives and employees of the Company are eligible to participate in the Plan, as well as those of subsidiary companies ("Beneficiaries"). The Board of Directors or the Committee, as applicable, in special and detailed cases, may grant options to employees appointed by the Company's CEO. 2. Shares Encompassed by the Plan 2.1. Pursuant to the provisions under item 14.214.2 of this Plan, option grants must always comply with a ceiling of two and a half percent (2.5%) of the total shares in the capital stock of the Companys on the date of grant. 2.2. Once the option has been exercised by the Beneficiary, the corresponding shares shall be subject to a stock issue proposed through an increase in the Company capital. Shares held in Treasury may also be acquired through notification forwarded to the Brazilian Securities and Exchange Commission - CVM. 2.3. Pursuant to Article 171, Paragraph 3 of Law No. 6,404/76, shareholders shall have no first refusal rights with respect to the grant or the exercise of stock options arising from the Plan. 3. Plan Management 3.1. The Plan shall be managed directly by the Board of Directors or, as decided thereby, by the Nomination and Compensation Committee of the Company ("Committee"). 3.2. The Board of Directors or the Committee, as applicable, shall have ample powers, compliant with the terms of the Plan and in the case of the Committee, the guidelines set forth by the Board the Company, for the organization and management of the Plan and option granted.

3.2.1. Notwithstanding the provisions in the head paragraph, no decision taken by the Board or Committee may, except for adjustments permitted by the Plan (i) increase the total amount of shares that may be assigned through the exercise of granted options, or (ii) amend or adversely affect any rights or obligations under any existing agreement or grant covering the purchase option, without the consent of the Beneficiary. 3.3. The Board of Directors or the Committee may at any time and always in compliance with the provisions of item 3.2.13.2.1, (i) amend or terminate the Plan, (ii) set, as proposed by the CEO, goals related to the performance of employees and officers of the Company and its subsidiaries in order to establish objective criteria for the selection of Beneficiaries or the definition of the number of options they are assigned to (iii) extend, but never shorten the deadline for exercising options in effect; (iv) pursuant to the provisions of section 11.211.2 of this Plan, shorten the vesting period for exercising valid options, and (v) establish the regulations applicable to cases not covered thereby. 3.4. In exercising its jurisdiction, the Board of Directors or the Committee, as applicable, shall be subject only to the limits established by law and in the Plan, while it is made hereby clear that they may treat officers and employees under similar circumstances differently, and they are not required by any rule of equality or analogy to extend to all officers and employees the conditions that apply to only one or some. 3.5. The deliberations of the Board or Committee, as applicable, shall have binding force on the Company and the Beneficiaries in respect of all matters relating to the Plan. 4. 4. Option Terms and Conditions

4.1. The Board or Committee, as applicable, will periodically establish Stock Option Programs (Programs), through which the following shall be defined: (i) Beneficiaries; (ii) the total number of Company shares covered by the option granted; (iii) the division of the option granted into batches, if applicable; (iv) the exercise price, pursuant to the provisions in item 5 below; (v) the deadlines for exercising the option; (vi) any possible constraints on the shares received through exercising the option; and (vii) provisions on penalties. 4.1.1. Furthermore, each Program may establish, at the discretion of the Board or Committee, having heard the Chief Executive Officer, a percentage of increase in the base number of options granted to each Beneficiary, based on meeting global targets and/or individual performance, subject to the total of options dedicated to grant under the respective Program. 4.2. The Board or Committee, as applicable, may grant, under each Program and once the provisions in this Plan have been observed, options with different conditions to certain Beneficiaries ("Additional Options "). The granting or exercise of Additional Options shall necessarily be conditioned to: (i) the acquisition by the Beneficiary of shares issued by the Company through the use of own resources and in percentage, terms and conditions defined in each Program ("Own Shares"), and (ii) a period of constraint on the sale of Own Shares (lockup period), as defined under item 7.27.2 below, should be observed.. 4.1.1. 4.2.4.3. When launching each Program, the Board or the Committee, as applicable, shall establish the terms and conditions for each option through a Stock Purchase Option Grant Agreement (Agreement) signed by the Company and each Beneficiary. This Agreement must define at least the following conditions: a) the number of shares that the Beneficiary is entitled to acquire or subscribe through exercising the option and the price per share, pursuant to the Program;

b) the percentage of increase in the base number of options granted to the Beneficiary and the criteria for establishing it, pursuant to item 4.1.14.1.1 above, and the management evaluation period to define it; c) the initial vesting period during which the option may not be exercised and the deadlines for the total or partial exercise of the option and during which the rights arising there from will expire; d) possible rules imposing constraints on divestment of shares received through exercising the option, as well as the Own Shares, and provisions on penalties for non-compliance with such constraints; and e) any other terms and conditions that are not compliant with the Plan or the respective Program. 4.3.4.4. The shares arising from the options exercised as set forth in the Plan, in the respective Programs and in the Agreement, shall be assured the right to receive dividends from subscription or acquisition, as is the case. 4.4.4.5. No share shall be delivered to the Beneficiary through exercising the option unless all legal and regulatory requirements have been complied with in full. 4.5.4.6. No provision in the Plan, any Program, or Agreement shall confer rights on any Beneficiary with regard to retaining a position as an executive or employee of the Company, and shall not interfere in any manner whatsoever with the Company rights to end the term of office of an executive at any time, or to terminate the labor contract of an employee. 4.6.4.7. Stock purchase options granted under the Plan, as well as their exercise by Beneficiaries, shall not be linked to nor binding on their fixed compensation or profit sharing plans. 4.7.4.8. The Beneficiary shall not have any right or privileges of a Company shareholder, except those referred to in the Plan pursuant to the options, the object of the Agreement. The Beneficiary shall only have rights and privileges inherent to the status of a shareholder from the actual subscription or acquisition of shares arising from the exercise of options. 5. Exercise Price 5.1. The issue price or purchase price, should the Company decide to use shares held in the treasury in response to the exercise of the options (with the aforementioned subscription and purchase being referred to jointly as the acquisition for the purposes of this Plan), the shares to be acquired by the Beneficiaries through exercising their options shall be decided by the Board or by the Committee, as applicable, and shall be equivalent to the average value of the shares during the past twenty (20) trading sessions on the BM&FBOVESPA, prior to the date of the option grant (Exercise Price). 5.1.1. The Board, or the Committee, as applicable, may decide on the launch of each Program that a discount of up to twenty percent (20%) on the Exercise Price over the basic value defined in item 5.1 above shall be awarded to the Beneficiaries. Granting a discount for a specific Program shall not make the award of such discount mandatory, or the same percentage discount, for subsequent Programs. 5.1.1.5.1.2. The discount applied to the Exercise Price of Additional Options may be higher than that mentioned in item 5.1.15.1.1 above, and may be set at the discretion of the Board or Committee, as applicable, provided that the conditions of purchase of Own Shares and

constraint on divestment of these shares are observed, pursuant to items 4.24.2 and 7.27.2 of this Plan. 5.2. The Exercise Price shall be paid by the Beneficiaries in cash on acquisition as established by the Board or by the Committee for each Program. 5.3. Should a capital increase through public or private subscription in cash take place, the options already granted and whose vesting period has otherwise expired shall be deemed to have been exercised during the preference period and the public distribution period of the shares at the Exercise Price or at subscription price of these new shares, whichever figure is lower. 5.4. The Exercise price of stock option not exercised will be deducted from the amount of dividends, interest on capital as other returns per share paid by the Company as of the date of grant. 6. Option Exercise 6.1. . The option may be exercised fully or partially during the period and within the deadlines established in the respective Agreement. 6.2. The Beneficiary who wishes to exercise his/her option to purchase shares shall notify the Company in writing of his/her intention to do so and indicate the number of shares they wish to acquire pursuant to the notification model to be released by the Board or Committee, as applicable. 6.2.1. It is the responsibility of the Company to inform the Beneficiary within three (3) business days of receipt of the notification referred to in item 6.2 above the exercise price to be paid, based on the number of shares reported by the Beneficiary, whereas it is the responsibility the Company's management to take all steps necessary to formalize the acquisition of the shares, which are subject of the exercise. 6.3. . If the option is exercised partially, the option holder may exercise the remaining rights under the Agreement within the timeframe and conditions set forth therein, except in the cases provided for in this Plan. 6.3.1. The portion of the option not exercised within the stipulated terms and conditions shall be deemed automatically terminated, without any compensation. 6.4. The Beneficiaries shall be subject to the rules imposing constraint on the use of inside or privileged information applicable to listed companies in general, as well as those established by the Company. 6.4.1. The Board or Committee, as applicable, may order suspension of the right to exercise the options, whenever situations occur which, pursuant to the law or regulation in effect, restrict or prohibit the trading of shares by the Beneficiaries. 7. Constraints on Divestment of Shares 7.1. Unless otherwise decided by the Board or Committee, as applicable, the Beneficiary may only sell, transfer or dispose of the shares issued by the Company in any other manner and acquired under the aegis of the Plan, as well as those that may be acquired thereby through bonuses, stock splits, subscriptions or any other type of acquisition not requiring the disbursement of additional funds by the Beneficiary, or securities giving the right to subscribe or acquire shares, provided that such shares or securities have given rise to ownership of the shares for the Beneficiary (jointly, Shares) should the minimum non-availability period set forth by the Board or Committee, in each Program for each batch of Shares, of no longer than

two (2) years be complied with, as from the date on which the option was granted. 7.1.1. Notwithstanding the provisions under item 7.17.1, the Beneficiary may sell, at any time, the number of Shares required for the payment of all or part of the minimal realization (if these staggered payment arrangements are presumed) of the Exercise Price of options exercised. 7.1.2. Should the staggered payment arrangement of the Exercise Price be presumed, while it has not been paid in full, the shares acquired through the exercise of options under the Plan shall not be sold to third parties, except with prior authorization of the Board or Committee, in which case the proceeds shall be used primarily to settle the Beneficiarys debt with the Company. 7.2. The Beneficiary may only sell, divest or otherwise, dispose of Own Shares, as well as those that may be acquired by him/her as a result of bonuses, stock splits or any other acquisition that does not involve the disbursement of additional own resources from the Beneficiary, or securities entitling him/her to subscribe or purchase shares, provided that such shares or securities have elapsed for the Beneficiary from ownership of Own Shares, should the minimum period of non-availability be complied with at the discretion of the Board or Committee in each Program, which should be coincident and proportional to the exercise of Additional Options, so that the divestment of Own Shares may only occur in proportional manner and if the Shares resulting from the exercise of Additional Options have been acquired. 7.2.1. . Unless otherwise decided by the Board or Committee, as applicable, should the Beneficiary dispose of Own Shares in any way, while the period referred to in item 7.27.2, has not expired, all Options not yet exercised shall be forfeited, whether or not they are free to be exercised. 7.1.2. 7.2.7.3. Furthermore, the Beneficiary also agrees not to encumber the Shares not yet been fully paid in, as well as those Shares or Own Shares that are subject to the non-availability period, and not to establish any charges thereon that may hamper the performance of the provisions in this Plan. 7.3.7.4. The Company shall record the divestment of the Shares binding on the Plan at the time of their occurrence, while those Shares shall be deemed non-available during the period set forth in the Program. 8. Removal, Dismissal or Termination of Services Agreement with Due Cause 8.1. In the event that the officer is removed from office for breach of his/her duties and obligations, or in the case of dismissal or termination of agreement for services provided by the Beneficiary constituting due cause in compliance with the Brazilian Labor Law, all options not exercised shall lapse with no compensation, whether or not their vesting periods have expired. 8.2. The duration of the constraints on divestment of the sShares and Own Shares mentioned in item 7.17.1 and 7.27.2 respectively, if applicable, shall remain in effect. 9. Resignation, Voluntary Retirement, Dismissal without Due Cause, or Termination of Services Agreement 9.1. Unless otherwise decided by the Board or Committee, as applicable, or by their delegation, or by the Chief Executive Officer,in the event the relationship of the Beneficiary with the Company is terminated due to removal of the officer from office or dismissal without due cause, resignation or voluntary retirement of the Beneficiary or termination or cancellation of services agreement not covered by the provision under item 8.1. the following provisions shall be

complied with: (a) options whose initial vesting periods have not yet expired shall lapse without compensation; (b) options whose initial vesting periods have already expired may be exercised within ninety (90) days as from the date giving rise to the end of the term of office or through to expiry of the deadline for exercising the option, should a period of less than ninety (90) days remain; (c) the period imposing constraints on the divestment of the sShares and Own Shares mentioned in items 7.17.1 and 7.27.2, if applicable, shall remain in effect. 10. Retirement, Death or Permanent Disability 10.1. Should the Beneficiary die or become permanently disabled for the performance of his/her functions in the Company, the rights arising from the options, including Additional Options, may be exercised by the Beneficiary or his/her heirs and successors, who may exercise them whether or not the initial vesting periods have expired, for a period of one (1) year as from the date of death or permanent disability, after which the options shall be deemed terminated, without any compensation. 10.2. The option may be exercised either fully or partially against payment in cash, with the heirs or successors sharing out the rights to the shares as established by a will or in the respective inventory. 10.3. In the cases provided under item 10.110.1, shares shall be free and unencumbered for sale at any time: (i) Shares that may be subscribed to by the disabled Beneficiary, and his/her heirs or successors; and (ii) Own Shares owned by the disabled or deceased Beneficiary. 10.4. The provisions under items 10.110.1 and 10.310.3 of this clause shall also apply in case of retirement of the Beneficiary, provided that the Beneficiary undertakes not to provide services, whether as an employee or contract service provider to businesses and institutions, which even indirectly operate in similar markets as those of the Company, for at least one hundred and twenty (120) days. 11. Adjustments 11.1. Should the number of shares issued by the Company increase or decrease as a result of stock bonuses, groupings or splits, the appropriate adjustments shall be made to the number of shares covered by stock options not exercised. Any adjustments to such options shall be undertaken with no alterations to the total purchase price value applicable to the unexercised portion of the option, but with the corresponding adjustment to the Exercise Price. 11.1.1. Pursuant to the conditions set forth in item 11.111.1 above, adjustment shall be undertaken by the Board or Committee, as applicable, with such decision being final and binding. No share fractions shall be sold or issued based on any of such adjustments. 11.2. In case of the dissolution, transformation, take-over, merger, split or reorganization of the Company, in which the Company is not the remaining enterprise, or should it be the remaining enterprise, no longer has its shares traded in stock exchange, the options under the Programs in effect, at the discretion of the Board or Committee, as applicable, may be divested to the successor Company or may have their vesting period shortened for a fixed period of time so that they can be exercised by the Beneficiary. At the end of said period of time, the Plan shall terminate and any option not exercised shall lapse without any compensation.

11.3. The Beneficiaries shall be notified with reasonable notice of the occurrence of any of the events described in item 11.211.2, so that they may, at their sole discretion and in compliance with the deadline set forth by the Board or Committee, as applicable, exercise their options. 12. Plan Term 12.1. The Plan shall become effective upon its approval by the General Meeting of the Company and may be terminated at any time, by decision of the Board, without prejudice to (i) the prevalence of constraints on the negotiability of the shares; (ii) the provisions under item 3.2.13.2.1; and (iii) the exercise of options yet in force and already granted, in which case the Board shall establish a maximum deadline for the exercise thereof. 13. Supplementary Obligations 13.1. Adherence. The signature of the Agreement shall imply express acceptance of all the terms of the Plan and Program by the Beneficiary, with which it is fully and wholly bound to comply. 13.2. Specific Execution. The obligations set forth in the Plan, the Program and the Agreement are accepted on an irrevocable basis, valid as extrajudicial executive titles in terms of Brazilian Civil Procedural Law, being binding on the parties to the Agreement and their successors of any type, and at any time. The parties also agree hereto that such obligations shall be subject to specific execution as set forth in Article 466-A and 466-C and following of the Civil Procedural Law Code. 13.3. Assignment. The rights and obligations arising from the Plan and the Agreement may not be assigned or transferred, either wholly or partially, by any of the parties, neither may they be put up as collateral for obligations without the prior written assent of the other party. 13.4. Novation. It is specifically agreed that should any of the parties refrain from exercising any right, power, resource or option assured thereto by Law, the Plan or the Agreement, this shall not constitute any novation, nor any tolerance of any late compliance with any obligations by any of the parties, not preventing the other party from exercising such rights, powers, resources and options at its sole discretion and at any time, which are cumulative and not exclusionary, in terms of those covered by Brazilian Law. 13.5. Registration. The wording of the Agreement is validly taken as constituting a Shareholders Agreement, and shall be recorded in the margin of the corporate records of the Company for all purposes set forth in Article 118 of Law No. 6,404/76. 13.6. Law Courts. The Law Courts of the City of So Paulo are hereby elected, excluding any other, no matter how much more privileged it may be, to settle any disputes that may arise with regard to the Plan. 13.7. Omitted cases. Omitted cases shall be governed by the Board of Directors, which is to be consulted as it deems appropriate, and by the General Assembly Board Meeting. Any option granted under the Plan shall be subject to all terms and conditions herein, which shall prevail in case of inconsistency regarding the provisions of any agreement or document mentioned in this instrument. 14. BM&F Acceptance Plan 14.1. a. The Company incorporated the Brazilian Mercantile & Futures Exchange - BM&F S.A. ("BM&F") and this Plan accepts the Stock Option Plan approved by the BM&F Extraordinary General Meeting held on September 20, 2007 ("BM&F Plan"), as well as the decisions taken by

the BM&F Board of Directors on how to implement the BM&F Plan and the acts of the BM&F Chief Executive Officer, which allow the granting and issuance of a balance of up to 19,226,391 common shares whose terms and conditions are hereby ratified , all pursuant to stock option purchase agreements entered into with the respective Beneficiaries ("Agreements") filed in the Company's headquarters. 14.2. Notwithstanding any other manifestation from the Board or Committee, it is hereby approved, pursuant to the aforementioned Agreements, the issuance of shares restricted to 19,226,391 common shares of the Company, representing 0.9421016223% of the Companys capital stock and not part of the limit set forth in item 2.12.1. 14.3. As a result of the BM&F Plan, the conditions set forth in the Agreements are hereby ratified, notwithstanding the fact that they might not comply with the terms and conditions of the new options to be granted under this Plan, except for the provisions in the BM&F Plan and Agreements related the powers applicable after the grant or exercise of options to the BM&F Board of Governors and Chief Executive Officer, shall be the responsibility of the Board of Directors and Chief Executive Officer of the Company, respectively, under the same original terms of the BM&F Plan. The Beneficiaries of the BM&F Plan and Agreements shall be notified of the acceptance of the BM&F Plan and Agreements, pursuant to this Plan.

EXHIBIT IV

ANNEX 13 (as per CVM Instruction No. 481 of December 17, 2009)

1. Supply copy of the proposed Plan BM&FBOVESPA S.A. SECURITIES, COMMODITIES AND FUTURES EXCHANGE CNPJ/MF n 09.346.601/0001-25 NIRE 35.300.351.452 STOCK OPTION PLAN approved by the BM&FBOVESPA Extraordinary General Shareholders Meeting held on May 8, 2008, as amended at the Extraordinary General Shareholders Meeting held on April 18, 2011 1. Purpose of Stock Option Grant 1.1. The purpose of the Stock Option Plan of BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange ("Company" or "BMFBOVESPA") established in the terms of Article 168, Paragraph 3 of Law No. 6,404/76 ("Plan"), is to grant to the officers, employees and services providers of the Company and its direct or indirect subsidiaries (included under the concept of Company for the purposes of this Plan) the opportunity to become shareholders of the Company, therefore achieving a greater alignment between the interests of the executives of the Company and the interests of the shareholders, and sharing the risks of the capital market, as well as allowing the Company and its subsidiaries to attract and retain executives and employees. 1.2. Officers and managers of the Company are eligible to participate in the Plan, as well as those of subsidiary companies ("Beneficiaries"). The Board of Directors or the Committee, as applicable, in special and detailed cases, may grant options to employees in accordance with the appointments to be made by the Company's CEO. 2. Shares Encompassed by the Plan 2.1. Pursuant to the provisions under item 14.2 of this Plan, the amount of options shall represent the maximum of two and a half percent (2.5%) of the total shares in the capital stock of the Companys on the date of grant. 2.2. Once the option has been exercised by the Beneficiary, the corresponding shares shall be issued by an increase in the Company capital. Shares held in treasury may also be granted by notification forwarded to the Brazilian Securities and Exchange Commission - CVM. 2.3. Pursuant to Article 171, Paragraph 3 of Law No. 6,404/76, shareholders shall have no first refusal rights with respect to the grant or the exercise of stock options arising from the Plan.

3. Plan Management 3.1. The Plan shall be managed directly by the Board of Directors or, at its discretion, by the Nomination and Compensation Committee of the Company ("Committee"). 3.2. The Board of Directors or the Committee, as applicable, shall have ample powers, subject to the terms of the Plan and, in the case of the Committee, the guidelines set forth by the Board the Company, for the organization and management of the Plan and options granted. 3.2.1. Notwithstanding the provisions in the head paragraph, no decision taken by the Board or Committee may, except for adjustments permitted by the Plan (i) increase the total amount of stocks that may be assigned by the exercise of granted options, or (ii) amend or adversely affect any rights or obligations under any existing agreement regarding the purchase option, without the consent of the Beneficiary. 3.3. The Board of Directors or the Committee may at any time and always in observance to the provisions of item 3.2.1, (i) amend or terminate the Plan, (ii) set forth, by proposal of the Chief Executive Officer, goals related to the performance of employees and officers of the Company and its subsidiaries in order to establish objective criteria for the selection of Beneficiaries or the definition of the number of options to be granted, (iii) extend, but never shorten, the deadline for exercising options in force; (iv) pursuant to the provisions of section 11.2 of this Plan, shorten the vesting period for exercising valid options, and (v) establish the regulations applicable to cases not covered thereby. 3.4. In exercising its jurisdiction, the Board of Directors or the Committee, as applicable, shall be subject only to the limits established by law and in the Plan, while it is made hereby clear that they may treat differently officers and employees under similar circumstances, and they are not required by any rule of equality or analogy to extend to all officers and employees the conditions that they understand to be applicable only to one or some persons. 3.5. The decisions of the Board of Directors or Committee, as applicable, shall have binding force on the Company and the Beneficiaries in respect of all matters relating to the Plan. 4. 4. Option Terms and Conditions

4.1. The Board of Directors or Committee, as applicable, shall periodically establish Stock Option Programs (Programs), by which the following shall be defined: (i) Beneficiaries; (ii) the total number of Company stocks covered by the option granted; (iii) the division of the option granted into batches, if applicable; (iv) the exercise price, pursuant to the provisions of the item 5 below; (v) the vesting periods and deadlines for exercising the option; (vi) any possible constraints on the shares transfer received by the exercised of the option; and (vii) penalties provisions. 4.1.1. Furthermore, each Program may establish, at the discretion of the Board of Directors or Committee, having heard the Chief Executive Officer, a percentage of increase in the base number of options granted to each Beneficiary, based on the fulfillment of global goals and/or individual performance, subject to the total of number of options dedicated to grant under the respective Program. 4.2. The Board or Committee, as applicable, may grant, under each Program and in the observance of the provisions in this Plan, options with different conditions to certain Beneficiaries ("Additional Options "). The granting or exercise of Additional Options shall necessarily be conditioned to: (i) the acquisition by the Beneficiary of stocks issued by the Company using its own resources and in percentage, terms and conditions defined in each Program ("Own Shares"), and (ii) the observance of a period of constraint on the sale of Own Shares (lock-up period), as

defined under item 7.2 below. 4.3. When launching each Program, the Board of Directors or the Committee, as applicable, shall establish the terms and conditions for each option in a Stock Purchase Option Grant Agreement (Agreement) to be executed by the Company and each Beneficiary. This Agreement must define at least the following conditions: a) the number of shares that the Beneficiary is entitled to acquire or subscribe with the exercise of the option and the price per stock, pursuant to the Program; b) the percentage of increase in the base number of options granted to the Beneficiary and the criteria for establishing it, pursuant to item 4.1.1 above, and the management evaluation period to define it; c) the initial vesting period during which the option may not be exercised and the deadlines for the total or partial exercise of the option and during which the rights arising there from will expire; d) possible rules imposing constraints on the transfer of stocks received by the option exercise, as well as the Own Shares, and provisions on penalties for non-compliance of such constraints; and e) any other terms and conditions that are not in compliance with the Plan or the respective Program. 4.4. The stocks deriving from the options exercise shall have the rights set forth in the Plan, in the respective Programs and in the Agreement, and it shall be assured the right to receive dividends as of the subscription or acquisition, as the case may be. 4.5. No stocks shall be delivered to the Beneficiary deriving from the stock exercise unless all legal and regulatory requirements have been fully complied with. 4.6. No provision in the Plan, any Program, or Agreement shall confer rights on any Beneficiary with regard to retaining a position as an executive or employee of the Company, and shall not interfere in any manner whatsoever with the Company rights to end at any time the term of office of an executive or to terminate the labor contract of an employee. 4.7. Stock purchase options granted under the Plan, as well as their exercise by Beneficiaries, shall not be linked to or bound by their fixed compensation or profit sharing plans. 4.8. The Beneficiary shall not have any right or privileges of a Company shareholder, except those referred to in the Plan in respect of the options regulated by the Agreement. The Beneficiary shall only have rights and privileges inherent to the status of a shareholder as of the effective subscription or acquisition of stocks deriving from the exercise of options. 5. Exercise Price 5.1. The issue price, or purchase price, in case the Company decides to use stocks held in the treasury in response to the exercise of the options (with the aforementioned subscription and purchase being referred to jointly as the acquisition for the purposes of this Plan), of the shares to be acquired by the Beneficiaries deriving from the option exercise shall be decided by the Board of Directors or by the Committee, as applicable, and shall be equivalent to the average value of the stocks during the past twenty (20) trading sessions on the BM&FBOVESPA, prior to the date of the approval of the option grant (Exercise Price).

5.1.1. The Board of Directors, or the Committee, as applicable, may decide on the launch of each Program to grant to the Beneficiaries a discount of up to twenty percent (20%) on the Exercise Price over the basic value defined in item 5.1 above. The grant of a discount for a specific Program shall not make the award of such discount mandatory, or the same percentage discount, for subsequent Programs. 5.1.2. The discount applied to the Exercise Price of Additional Options may be higher than that mentioned in item 5.1.1 above, and may be set at the discretion of the Board of Directors or Committee, as applicable, provided that the conditions of purchase of Own Shares and constraint on the transfer of these stocks are observed, pursuant to items 4.2 and 7.2 of this Plan. 5.2. The Exercise Price shall be paid by the Beneficiaries as established by the Board of Directors or by the Committee for each Program. 5.3. Should a capital increase through public or private subscription in cash take place, the options already granted and whose vesting period has expired, as the case may be, may be exercised during the right of first refusal period and the public distribution period of the shares at the Exercise Price or at subscription price of these new shares, whichever figure is lower. 6. Option Exercise 6.1. . The option may be exercised fully or partially during the period and within the deadlines established in the respective Agreement. 6.2. The Beneficiary who wishes to exercise his/her option to purchase stocks shall notify the Company in writing of his/her intention to do so and indicate the number of stocks he/she wishes to acquire pursuant to the notification model to be issued by the Board of Directos or Committee, as applicable. 6.2.1. The Company shall inform the Beneficiary, within three (3) business days of receipt of the notification referred to in item 6.2 above, the exercise price to be paid, based on the number of shares reported by the Beneficiary, and the Company's management shall take all steps necessary to formalize the acquisition of the stocks subject of the exercise. 6.3. . If the option is partially exercised, the option holder may exercise the remaining rights under the Agreement within the timeframe and conditions set forth therein, except in the cases provided for in this Plan. 6.3.1. The portion of the option not exercised within the stipulated terms and conditions shall be deemed automatically terminated, without any right to indemnification. 6.4. The Beneficiaries shall be subject to the rules imposing constraints on the use of inside or privileged information applicable to listed companies in general, as well as those established by the Company. 6.4.1. The Board of Directors or Committee, as applicable, may order suspension of the right to exercise the options, when the occurrence of situations which, pursuant to the law or regulation in effect, restrict or prohibit the trading of shares by the Beneficiaries. 7. Constraints on Shares Transfer 7.1. Unless otherwise specifically decided by the Board of Directors or Committee, as applicable, the Beneficiary may only sell, transfer or, in any manner, dispose of the stocks issued by the Company and acquired under the Plan, as well as those that may be acquired thereby as a result of bonuses, stock splits, subscriptions or any other type of acquisition not requiring the disbursement

of additional own funds by the Beneficiary, or securities entitling to subscribe or acquire stocks, provided that such stocks or securities are deriving for the Beneficiary from the ownership of the stocks under the Plan (jointly, Shares) should the minimum non-availability period set forth by the Board of Directors or Committee, in each Program for each batch of Shares, of no longer than two (2) years be complied with, as of the date on which the option was granted. 7.1.1. Notwithstanding the provisions under item 7.1, the Beneficiary may sell, at any time, the number of Shares required for the payment of all or minimal part of the payment (if it is allowed the payment of the Shares in installments) of the Exercise Price of options exercised. 7.1.2. Should the payment of the Exercise Price in installments is allowed, while it has not been paid in full, the shares acquired through the exercise of options under the Plan shall not be sold to third parties, except with prior authorization of the Board of Directors or Committee, in which case the proceeds shall be used primarily to settle the Beneficiarys debt with the Company. 7.2. The Beneficiary may only sell, transfer or, in any manner, dispose of Own Shares, as well as those that may be acquired by him/her as a result of bonuses, stock splits or any other acquisition that does not involve the disbursement of additional own funds by the Beneficiary, or securities entitling him/her to subscribe or purchase stock, provided that such shares or securities have deriving for the Beneficiary from ownership of Own Shares, should the minimum period of nonavailability be complied with at the discretion of the Board of Directors or Committee in each Program, which should be coincident and proportional to the periods of exercise of Additional Options, so that the sale of Own Shares may only occur in a proportional manner and if the Shares resulting from the exercise of Additional Options have been acquired. 7.2.1. Unless otherwise decided by the Board of Directors or Committee, as applicable, should the Beneficiary dispose Own Shares in any way, while the period referred to in item 7.2 has not expired, all Options not yet exercised shall be forfeited, whether or not they are free to be exercised, without right to indemnification. 7.3. Furthermore, the Beneficiary also obliges to not encumber the Shares not yet been fully paid in, as well as those Shares or Own Shares that are subject to the non-availability period, and not to establish any encumbrance thereon that may hinder the fulfillment of the provisions in this Plan. 7.4. The Company shall record the transfer of the Shares binding to the Plan at the time of their occurrence, and those Shares shall not be available during the period set forth in the Program. 8. Removal, Dismissal or Termination of Services Agreement with Due Cause 8.1. In the event that the officer is removed from office for breach of his/her duties and obligations, or in the case of dismissal or termination of services agreement regarding the Beneficiary due to event that constitutes due cause in accordance with the Brazilian Labor Law, as the case may be, all options not exercised shall terminate without right to indemnification, whether or not their vesting periods have expired. 8.2. The duration of the constraints on the sale of the shares mentioned in item 7.1 and 7.2 respectively, if applicable, shall remain in effect. 9. Resignation, Voluntary Retirement, Dismissal without Due Cause, or Termination of Services Agreement 9.1. Unless otherwise decided by the Board or Committee, as applicable, or by their delegation, or by the Chief Executive Officer, in the event the relationship of the Beneficiary with the Company is terminated due to removal of the officer from office or dismissal without due cause, resignation or voluntary retirement of the Beneficiary or termination or cancellation of services agreement not

covered by the provision under item 8.1. the following provisions shall be complied with: (a) options whose initial vesting periods have not yet expired shall lapse without compensation; (b) options whose initial vesting periods have already expired may be exercised within ninety (90) days as from the date giving rise to the end of the term of office or through to expiry of the deadline for exercising the option, should a period of less than ninety (90) days remain; (c) the period imposing constraints on the divestment of the shares mentioned in items 7.1 and 7.2, if applicable, shall remain in effect. 10. Retirement, Death or Permanent Disability 10.1. Should the Beneficiary die or become permanently disabled for the performance of his/her functions in the Company, the rights arising from the options, including Additional Options, may be exercised by the Beneficiary or his/her heirs and successors, who may exercise them whether or not the initial vesting periods have expired, for a period of one (1) year as from the date of death or permanent disability, after which the options shall be deemed terminated, without any compensation. 10.2. The option may be exercised either fully or partially against payment in cash, with the heirs or successors sharing out the rights to the shares as established by a will or in the respective inventory. 10.3. In the cases provided under item 10.1, shares shall be free and unencumbered for sale at any time: (i) Shares that may be subscribed to by the disabled Beneficiary, and his/her heirs or successors; and (ii) Own Shares owned by the disabled or deceased Beneficiary. 10.4. The provisions under items 10.1 and 10.3 of this clause shall also apply in case of retirement of the Beneficiary, provided that the Beneficiary undertakes not to provide services, whether as an employee or contract service provider to businesses and institutions, which even indirectly operate in similar markets as those of the Company, for at least one hundred and twenty (120) days. 11. Adjustments 11.1. Should the number of shares issued by the Company increase or decrease as a result of stock bonuses, groupings or splits, the appropriate adjustments shall be made to the number of shares covered by stock options not exercised. Any adjustments to such options shall be undertaken with no alterations to the total purchase price value applicable to the unexercised portion of the option, but with the corresponding adjustment to the Exercise Price. 11.1.1. Pursuant to the conditions set forth in item 11.1 above, adjustment shall be undertaken by the Board or Committee, as applicable, with such decision being final and binding. No share fractions shall be sold or issued based on any of such adjustments. 11.2. In case of the dissolution, transformation, take-over, merger, split or reorganization of the Company, in which the Company is not the remaining enterprise, or should it be the remaining enterprise, no longer has its shares traded in stock exchange, the options under the Programs in effect, at the discretion of the Board or Committee, as applicable, may be divested to the successor Company or may have their vesting period shortened for a fixed period of time so that they can be exercised by the Beneficiary. At the end of said period of time, the Plan shall terminate and any option not exercised shall lapse without any compensation.

11.3. The Beneficiaries shall be notified with reasonable notice of the occurrence of any of the events described in item 11.2, so that they may, at their sole discretion and in compliance with the deadline set forth by the Board or Committee, as applicable, exercise their options. 12. Plan Term 12.1. The Plan shall become effective upon its approval by the General ShareholdersMeeting of the Company and may be terminated at any time, by decision of the Board, without prejudice to (i) the prevalence of constraints on the negotiability of the shares; (ii) the provisions under item 3.2.1; and (iii) the exercise of options yet in force and already granted, in which case the Board shall establish a maximum deadline for the exercise thereof. 13. Supplementary Obligations 13.1. Adherence. The signature of the Agreement shall imply express acceptance of all the terms of the Plan and Program by the Beneficiary, with which it is fully and wholly bound to comply. 13.2. Specific Execution. The obligations set forth in the Plan, the Program and the Agreement are accepted on an irrevocable basis, valid as extrajudicial executive titles in terms of Brazilian Civil Procedural Law, being binding on the parties to the Agreement and their successors of any type, and at any time. The parties also agree hereto that such obligations shall be subject to specific execution as set forth in Article 466-A and 466-C and following of the Civil Procedural Law Code. 13.3. Assignment. The rights and obligations arising from the Plan and the Agreement may not be assigned or transferred, either wholly or partially, by any of the parties, neither may they be put up as collateral for obligations without the prior written assent of the other party. 13.4. Novation. It is specifically agreed that should any of the parties refrain from exercising any right, power, resource or option assured thereto by Law, the Plan or the Agreement, this shall not constitute any novation, nor any tolerance of any late compliance with any obligations by any of the parties, not preventing the other party from exercising such rights, powers, resources and options at its sole discretion and at any time, which are cumulative and not exclusionary, in terms of those covered by Brazilian Law. 13.5. Registration. The wording of the Agreement is validly taken as constituting a Shareholders Agreement, and shall be recorded in the margin of the corporate records of the Company for all purposes set forth in Article 118 of Law No. 6,404/76. 13.6. Law Courts. The Law Courts of the City of So Paulo are hereby elected, excluding any other, no matter how much more privileged it may be, to settle any disputes that may arise with regard to the Plan. 13.7. Omitted cases. Omitted cases shall be governed by the Board of Directors, which is to be consulted as it deems appropriate, and by the General Assembly Board Meeting. Any option granted under the Plan shall be subject to all terms and conditions herein, which shall prevail in case of inconsistency regarding the provisions of any agreement or document mentioned in this instrument. 14. BM&F Acceptance Plan 14.1. a. The Company incorporated the Brazilian Mercantile & Futures Exchange - BM&F S.A. ("BM&F") and this Plan accepts the Stock Option Plan approved by the BM&F Extraordinary General Meeting held on September 20, 2007 ("BM&F Plan"), as well as the decisions taken by the BM&F Board of Directors on how to implement the BM&F Plan and the acts of the BM&F

Chief Executive Officer, which allow the granting and issuance of a balance of up to 19,226,391 common shares whose terms and conditions are hereby ratified , all pursuant to stock option purchase agreements entered into with the respective Beneficiaries ("Agreements") filed in the Company's headquarters. 14.2. Notwithstanding any other manifestation from the Board or Committee, it is hereby approved, pursuant to the aforementioned Agreements, the issuance of shares restricted to 19,226,391 common shares of the Company, representing 0.9421016223% of the Companys capital stock and not part of the limit set forth in item 2.1. 14.3. As a result of the BM&F Plan, the conditions set forth in the Agreements are hereby ratified, notwithstanding the fact that they might not comply with the terms and conditions of the new options to be granted under this Plan, except for the provisions in the BM&F Plan and Agreements related the powers applicable after the grant or exercise of options to the BM&F Board of Governors and Chief Executive Officer, shall be the responsibility of the Board of Directors and Chief Executive Officer of the Company, respectively, under the same original terms of the BM&F Plan. 14.4. The Beneficiaries of the BM&F Plan and Agreements shall be notified of the acceptance of the BM&F Plan and Agreements, pursuant to this Plan.

2. Inform the main characteristics of proposed Plan by identifying: a. Potential Beneficiaries

Under the provisions of the Stock Option Plan approved at the Extraordinary General Meeting held on 8 May 2008 and currently in force, the officers and managers of the Company and its subsidiaries are eligible to participate in the option grant, whereas it at the discretion of the Board of Directors or the Compensation Committee, as applicable, based on special and detailed cases, to grant options to employees nominated by the Chief Executive Officer of the Company. This rule shall not be altered if the proposed review of the Option Plan is approved. b. Maximum ceiling of options to be granted

The rule governing the Stock Option Plan approved at the Extraordinary General Assembly Board Meeting held on May 8, 2008 shall continue in force. The rule provides that the options granted shall not exceed the maximum ceiling of shares representing up to two and a half percent (2.5%) of the stock capital of the Company at the respective date of grant. Based on the number of shares issued by the Company on December 31st, 2010 the total number of options covered by the Option Plan may be 51,100,357 stock options. Currently, there are 10,849,191 outstanding options granted by the Company (notwithstanding the options under the BM&F Plan, as explained below), so the Company could still grant, based on its current stock capital, a balance of options equivalent to 40,251,166 stock purchase options, provided that the 2.5% ceiling of the capital stock on each grant is not exceeded. c. Maximum number of shares covered by the Plan

As explained in item "b" above, the Stock Option Plan provides that shares under the Plan must not exceed the 2.5% ceiling of the Companys capital stock as of the date of grant. Based on the number of shares issued by the Company on December 31st, 2010 the total number of shares

covered by the Option Plan shall be 51,100,357 shares. Currently, there are 10,849,191 outstanding options granted by the Company (notwithstanding the options under the BM&F Plan, as explained below), so the Company could still grant, based on its current stock capital, a balance of options equivalent 40,251,166 shares, provided that the 2.5% ceiling of the capital stock on each grant is not exceeded. In addition to the ceiling above, the Option Plan provides that, in succession to BM&F S.A., due to its incorporation by the Company on May 8, 2008, the stock purchase option Plan of that Company ("BM&F Plan") was assumed by the Company so that the Beneficiaries of the BM&F Plan are entitled to exercise stock purchase options issued by the Company. This involved the assumption by the Company of 19,226,391 options, equivalent to an equal number of shares of the Company. Of this total, 5,461,546 options remain outstanding at December 31st, 2010. These shares are not within the 2.5% ceiling under the Company Stock Option Plan. d. Purchase conditions

The rules of the existing Stock Option Plan provides that the Board of Directors or the Compensation Committee, as applicable, shall establish periodically Stock Option Programs (the "Programs"), which will be defined: through which the following shall be defined: (i) the Beneficiaries; (ii) the total number of Company shares covered by the option granted; (iii) the division of the option granted into batches, if applicable; (iv) the exercise price; (v) the vesting period and deadline for exercising the option; (vi) any possible constraints on the shares received through exercising the option; and (vii) provisions on penalties. Each Program may establish, at the discretion of the Board or Committee, having heard the Chief Executive Officer, a percentage of increase in the base number of options granted to each Beneficiary, based on meeting global targets and/or individual performance, provided that the ceilings provided under the Plan are not exceeded. These rules shall be fully complied with. The proposal under consideration is the inclusion of rules that will allow the Board or Committee, as applicable, to grant, under each Program, options with different conditions to certain Beneficiaries, i.e. Additional Options. This grant shall be conditioned to the acquisition by the Beneficiary of shares issued by the Company ("Own Shares") through the use of own resources and in percentage defined in each Program, and also a period of constraint on sale of Own Shares (lock-up period). The Exercise Price of Additional Options, as described in item e below, may incur discount percentages that are higher than 20% under the Option Plan, provided that the Beneficiary acquires Company shares (Own Shares) and the lock-up period on Own Shares is carried out. e. Detailed criteria for setting the exercise price

The general rules governing the Stock Option Plan of the Company for setting the exercise price shall be maintained, provided that the exercise price is equivalent to the average value of the shares during the past twenty (20) trading sessions prior to the approval of the option grant. Furthermore, a discount of up to twenty percent (20%) may be granted over such amount upon setting the exercise price. It is proposed, however, the abolition of the rule contained in the Option Plan in force, which allows the exercise price of unexercised options to be deducted from the amount of dividends, interest on capital and other capital returns per share, paid by the Company as from the date of grant Notwithstanding the maintenance of such rules, the proposed amendment to the Stock Option Plan provides for the inclusion of a mechanism allowing the discount on the exercise price of Additional Options (as defined in item "d" above) to be set by the Board of Directors or Compensation Committee, as applicable, at a level higher than 20%, provided that it complies with the terms of purchase of Own Shares and constraints on their divestment for a definite period

of time (the lock-up period mentioned in items "d" and "i"). f. Criteria for setting the exercise period

The rules of the Plan for setting the option exercise period shall not be changed, whereas the condition that the options may be exercised wholly or partly for such periods and the periods set out in each Program and in the respective Stock Option Purchase Grant Agreements shall be maintained at the discretion of the Board of Directors or Compensation Committee, as applicable. It should be noted that these conditions shall also apply to Additional Options and that in any case, the setting of exercise periods must meet the same objectives as the Option Plan so that those periods can cover medium to long terms, while also focusing on the alignment of interests and talent retention. g. Settlement of options

The rules of the Stock Option Plan with regard to the settlement of options, which are not subject to amendment, provide that the Beneficiaries of the Company Programs who wish to exercise the options actually granted must notify the Company in writing, indicating the number of shares that they wish to acquire pursuant to the notification model to be released by the Board of Directors or the Compensation Committee, as applicable. Upon receiving the notification, it is the responsibility of the Company to take all necessary steps to formalize the purchase of shares and exercise of options. It should be noted that the portion of the option which has not been exercised within the stipulated timeframe and conditions shall be deemed automatically terminated, without any compensation. The option exercise price will be paid by Beneficiaries in the manner prescribed by the Board or Committee as applicable. The rules of the existing Stock Option Plan also provides that the Company may order temporary suspension of the right to exercise the option whenever situations occur which, pursuant to the law or regulation in effect, restrict or prohibit the trading of shares by the Beneficiaries. h. Criteria and events which, when verified, will cause the suspension, modification or termination of the Plan No change is being hereby proposed to current rules of the Stock Option Plan so as to cause its extinction at any time by the Board of Directors, without prejudice to the prevalence of constraints on the negotiability of shares, and without modifying rights and obligations of any existing agreement on the stock purchase option in effect. The Stock Option Plan provides that in the event of dissolution, transformation, take-over, merger, split or reorganization of the Company, in which the Company is not the remaining enterprise, or should it be the remaining enterprise, no longer has its shares traded in stock exchange, the options granted by the Company, at the discretion of the Board or Committee, as applicable, may be divested to the successor Company or may have their vesting period shortened for a fixed period of time so that they can be exercised by the respective Beneficiaries. At the end of said period of time, the Plan shall terminate and any option not exercised shall lapse without any compensation. i. Constraints on divestment of shares

The Option Plan, pursuant to its current wording, provides that the Board of Directors or the Compensation Committee, as applicable, have the power to establish, in each Program, a nonavailability period during which the Beneficiary may not sell, divest, or otherwise dispose of the Company's shares acquired under the Stock Option Plan, as well as those that may be acquired by him/her as a result of bonuses, stock splits, subscriptions or any other acquisition that does not involve the disbursement of additional own resources from the Beneficiary, or securities entitling

him/her to subscribe or purchase shares, provided that such shares or securities result from ownership of shares pursuant to the Option Plan. The non-availability period shall not exceed two (2) years from the date the option is granted. Nevertheless, the Beneficiary may sell, at any time, the number of shares required for the payment of all or part of the minimal realization (if these staggered payment arrangements are presumed) of the exercise price of options exercised. Should the staggered payment arrangement of the exercise price be presumed, while the said price has not been paid in full, the shares acquired through the exercise of options under the Plan shall not be sold to third parties, except with prior authorization of the Board of Directors or Remuneration Committee, in which case the proceeds shall be used primarily to settle the Beneficiarys debt with the Company. The proposed review of the Stock Option Plan contemplates the inclusion of a clause stipulating that the Beneficiary may only sell, divest, or otherwise, dispose of Own Shares (as defined in item "d" above), or shares which may eventually be acquired by him/her due to bonuses, stock splits, or any other form of acquisition that does not involve disbursement of additional own resources of the Beneficiary, or securities entitling him/her to subscribe or purchase shares, provided that such shares or securities have elapsed for the Beneficiary ownership of Own Shares, should the minimum period of non-availability (lock-up period) be complied with at the discretion of the Board or Committee in each Program. Such period should be coincident and proportional to the exercise of Additional Options (as defined in item d above), so that the divestment of Own Shares may only occur in proportional manner and the shares resulting from the exercise of Additional Options have been purchased. In case the Own Shares are sold before the end of the lock-up periods specified in the corresponding Program, the Additional Options will be extinguished by operation of law. Finally, the rules of the Stock Option Plan providing that the Beneficiary undertakes not to encumber the shares under the Plan remain in force, provided that they are subject to the nonavailability period and not subject to any encumbrances that may hamper the implementation of the Option Plan. However, if the proposed review of the Option Plan is approved, this rule shall also apply to Own Shares.

3. Justify the proposed play by explaining: a. Main objectives of the Plan

The main objectives of the Plan remain unchanged and they are as follows: (a) Encourage the Companys expansion and success in fulfilling its social purpose and the interests of its shareholders, thus aligning interests by enabling its executives and high level employees to acquire shares of the Company, while encouraging their integration with the Company and its shareholders, and (b) Enable the Company to obtain and retain the services of its executives and high level employees by offering them the opportunity to become shareholders. b. How the Plan contributes to achieving those objectives

The granting of options under the Stock Option Plan encourages Beneficiaries to become shareholders. Thus, as they invest their own resources in the Company, participants will be more encouraged to act consistently with the interests of shareholders and create value for the Company. At the same time, option grants are structured so as to allow potential gains from the sale of shares to be realized, if applicable, only in the long run, and should the participant remain

bound to the Company, thereby acting to stimulate their permanence in order to achieve the goal of retaining executives and high level employees of the Company. The proposed amendments to the Stock Option Plan which are hereby submitted to the shareholders of the Company are intended to establish rules that might allow the structuring of grants which may encourage employees and managers to create value for the Company. The granting of Additional Options (as defined in item 2.d above) is subject to the instant purchase of Own Shares (as defined in item 2.d above) in the market, whereas this demands a commitment from the Beneficiary's own resources, who should assume the obligation not to sell such Own Shares during the period specified in the corresponding Program ("lock-up period"), for which, in turn, he/she can exercise the Additional Options in the future at a price below market value. Thus, the possibility of considerable gains in the long term should encourage the retention of the Beneficiary, who, having allocated his/her own resources to acquire shares of the Company should be strongly motivated to have an even more aligned performance with shareholders and towards the creation of long-term value. c. How the Plan fits into the Company's compensation policy

The Stock Option Plan conveys the mechanism of long-term variable compensation of the Company. It should be highlighted that most of the Company's executive compensation is variable, with special attention to long-term incentives. The focus on long-term variable compensation is aimed at keeping up with the market practices and offering attractive packages, while also looking more efficiently after the Companys interests. It should be noted that the changes being proposed to the Stock Option Plan are intended to strengthen the focus on this form of compensation, offering the possibility of more attractive returns, and, on the other hand, requiring a strong commitment from Beneficiaries, who should invest their resources the Company immediately and maintain such investments in the long term. d. How the Plan aligns the interests of the Beneficiaries and the Company in the short, medium and long term The Stock Option Plan, as per its current wording, provides for mechanisms that allow the alignment of interests of Beneficiaries in different timeframes. This should be done especially through vesting periods during which options cannot be exercised, through deadlines for the exercise of options and through the non-availability period of purchased shares. The division of options into lots, with exercise over time, serves as an encouragement for employee retention during such periods, allowing them to become a Company shareholder with progressively greater involvement and with gains that are bound to increase the longer they remain in the Company and work towards creating value and reaching optimal results. On the other hand, constraints on divestment of shares allows for the alignment of interests for a longer period of time, so that any gain can only be realized during such period. It should be noted that, once the proposed review of the Stock Option Plan is approved, the additions to it might allow for additional mechanisms of alignment of interests. In the short term, the Beneficiary would be immediately aligned with the requirement to purchase Own Shares (as defined in item 2.d) as a condition to the future exercise of Additional Options (as defined in item 2.d" above) including working towards creating better results from that very moment, which to the Beneficiary would translate into higher dividends paid on Own Shares. Between the medium and long term, the alignment would be guaranteed to the extent that the exercise of the Additional Options would only be allowed if the ownership on Own Shares was maintained. Therefore, throughout this period, the Beneficiary would be motivated enough to align interests and to remain in the Company, and, if applicable, realize potential gains resulting from the sale of shares that he/she would be entitled to acquire in the future.

4. Estimate the Company expenses resulting from the plan, pursuant to the accounting standards that deal with this particular topic The fair value of stock option granted under the Stock Option Plan is priced based on the Binomial Model developed by Hull and specified in the Accounting Pronouncement CPC 10 Stock Based Payment set forth by the Brazilian Accounting Standards Committee. The expenses incurred by the Company are calculated based on the fair value of stock option granted at the time of grant. The Company is still studying the grant of options under the new conditions provided in the Stock Option Plan, in case the proposed review is approved, so there is not yet any forecast on how many options could be granted, nor when they might be granted. Therefore, it is not possible to estimate the fair value of options that may be granted in the near future and, consequently, the corresponding expenses incurred by the Company.