GUIDE TO THE ANNUAL SHAREHOLDERS MEETING TO BE HELD ON APRIL 27, 2012

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1 GUIDE TO THE ANNUAL SHAREHOLDERS MEETING TO BE HELD ON APRIL 27, 2012 Dear Shareholder, The purpose of this manual is to provide you with voting guidance and clarification on the resolutions to be taken at Rossi Residencial S.A. s Annual Shareholder s Meeting ( Company ) to be held on April 27, 2012, based on best corporate governance practices, assuring transparency and fairness in its relations with shareholders. The Company s Annual Shareholder s Meeting ( Meeting ) will be held at the Company s headquarters located at Avenida Major Sylvio de Magalhães Padilha nº 5200, Edifício Miami, Bloco C, Conjunto 31, in the city and state of São Paulo. Pursuant to CVM Instruction 481 of December 17, 2009, the following manual contains information regarding to the management proposals for each of the matters to be resolved. São Paulo, April 11,

2 AGENDA Management Proposal.. 3 Attachment I (proposal for the allocation of net income...7 Attachment II (items 12.6 to of the Reference Form) Attachment III (item 13 of the Reference Form)...20 Management comments - Item 10 of the Reference Form

3 Management Proposal for the Meeting Below we present Management s proposal for the matters on the meeting s agenda: AGENDA a) Management report and financial statements, and the independent auditors report for the year ended December 31, Management s accounts are presented in the Company s Consolidated and Individual Financial Statements on December 31, 2011 and 2010 ( Financial Statements ), approved by the Board of Directors at the meeting held on March 26, The independent auditors report, drawn up by Ernst & Young Terco Auditores Independentes, contained no reservations. The Financial Statements, including the Management Report, Explanatory Notes and Independent Auditors Report were published in the Diário Oficial do Estado de São Paulo and in the newspaper O Estado de São Paulo on March 28, 2012, and are available for consolation on the websites of the Company ( and the CVM ( Management proposes that the shareholders carefully examine all the available documents and approve management s accounts, the Management Report and the Financial Statements. b) Allocation of net income and the distribution of dividends Pursuant to Article 21, item VIII, of the Company s Bylaws, the Company s Board of Directors must submit its proposal for the allocation of annual net income to the Annual Shareholders Meeting. Net income for the year ended December 31, 2011, totaled R$339,725, As resolved by the meeting of March 26, 2012, the Board of Directors proposes that net income for the year ended December 31, 2011, be allocated as follows: (a) R$16,986, to the Company s legal reserve; and (b) R$80,685, as dividends. The proposed allocation of R$16,986, to the legal reserve is in accordance with Article 193 of Law 6404/76, and Chapter V of the Company s Bylaws. Pursuant to Article 9, Paragraph 1, item II of CVM Instruction 481/09, the proposal for the allocation of annual net income, together with the information contained in Attachment 9-3

4 1-II of CVM Instruction 481/09, is available on the websites of the Company ( and the CVM ( as well as in Attachment I. c) Payment of profit sharing to the Company's administrators for fiscal year 2011 In accordance with Article 31 of the Company s Bylaws, the Annual Shareholder s Meeting is responsible for establishing the amount to be distributed to the Company s administrators, as part of the income sharing program, providing the shareholders have received their mandatory minimum dividend payment. Management proposes that R$ 5,000, be distributed to the administrators as profit sharing. d) Election of members of the Board of Directors (with a minimum interest of 5% of voting capital required to request a multiple vote, in accordance with CVM Instruction 282/98), due to the conclusion of the current members term of office. Pursuant to Article 13, item I, of the Company s Bylaws, the Annual Shareholder s Meeting is responsible for electing the Company s Board of Directors. Thus, it is recommended that the Board of Directors continue with six (7) members, with the following candidates to be elected: (i) João Rossi Cuppoloni, Brazilian, married, civil engineer, holder of ID Card RG/SSP/SP nº , inscribed in the roll of individual taxpayers (CPF) under no ; (ii) Edmundo Rossi Cuppoloni, Brazilian, married, civil engineer, holder of ID Card RG/SSP/SP nº , inscribed in the roll of individual taxpayers (CPF) under no ; (iii) Sérgio Pedroso Rossi Cuppoloni, Brazilian, married, business administrator, holder of ID Card RG/SSP/SP nº , inscribed in the roll of individual taxpayers (CPF) under no ; (iv) Eduardo Rossi Cuppoloni, Brazilian, single, business administrator, holder of ID Card RG/SSP/SP nº SSP/SP, inscribed in the roll of individual taxpayers (CPF) under no ; (v) Heitor Cantergiani, Brazilian, married, civil engineer, holder of ID Card RG/SSP/SP nº , inscribed in the roll of individual taxpayers (CPF) under no , resident and domiciled in the city and state of São Paulo, with offices at Avenida Major Sylvio de Magalhães Padilha nº 5200 Edifício Miami Bloco C Conjunto 31 São Paulo - SP; (vi) Eduardo Alfredo Levy Júnior, Brazilian, married, economist, holder of ID Card RG/SSP/SP nº , inscribed in the roll of individual taxpayers (CPF) under no , resident and domiciled in the city and state of São Paulo, at Rua: Presidente Prudente nº 62, 3º floor, Jardim Paulista. (vii) Sr. Renato Ribeiro Fortes Abucham, Brazilian, married, lawyer, of ID Card RG/SSP/SP nº ,, inscribed in the roll of individual taxpayers (CPF) under 4

5 no , resident and domiciled in the city and state of São Paulo, at Rua: Doutor Alcides da Silveira Faro nº 285, Jardim Guedala. (e) Election of the members of the Fiscal Council, due to the conclusion of the current members term of Office. Pursuant to Article 13, item I, of the Company s Bylaws, the Annual Shareholder s Meeting are responsible for electing the Company s Fiscal Council. Thus, it is recommended that the Fiscal Council continue with three (3) sitting members and an equal number of alternate members, and that the following candidates be elected: (i) (ii) (iii) Ademar Gonzalez Casquet, Brazilian, single, economist, holder of ID Card RG/SSP/SP nº , inscribed in the roll of individual taxpayers (CPF) under no ,resident and domiciled in the city and state of São Paulo, and with offices at Rua Professor Carlos Reis nº 145, Pinheiros - São Paulo SP and his deputy Maurice Ramiro Pinto Nobre, married, business administrator, holder of ID Card RG/SSP/SP nº , inscribed in the roll of individual taxpayers (CPF) under no , resident and domiciled in the capital of the state of São Paulo, and with offices at Rua Visconde de Nácar nº 163, apto. 70, Real Parque - São Paulo -SP. Cláudio Antonio Gaêta, Brazilian, married, lawyer, holder of ID Card RG/SSP/SP nº , inscribed in the roll of individual taxpayers (CPF) under no , resident and domiciled in the capital of the state of São Paulo, and with offices at na Rua Benjamim Constant nº 77 7º andar conjunto 77, São Paulo - SP and his deputy Gilberto Scafuro, Brazilian, married, civil engineer, holder of ID Card RG/SSP/SP nº , inscribed in the roll of individual taxpayers (CPF) under no ,resident and domiciled at Rua Professora Maria Juia Franco nº Florianópolis - SC. Rodrigo Gomes Coelho, Brazilian, married, economist, holder of ID card RG/SSP/RJ nº (DETRAN), inscribed in the roll of individual taxpayers CPF/MF under nº , resident and domiciled in the capital of the state of Rio de Janeiro, at Av. Marechal Henrique Lott, 50, ap Barra da Tijuca, with Office at Av. Rio Branco, º andar, Rio de Janeiro - RJ and his deputy Giuliano Fabricio Rombola Fonseca, Brazilian, married, business administrator, holder of ID card RG/SSP/SP nº , inscribed in the roll of individual taxpayers CPF/MF under nº , resident and domiciled in the capital of the state of Sao Paulo, with Office at Avenida Paulista nº 2300, 11º andar, Bela Vista, São Paulo SP. Pursuant to Article 12, II, of CVM Instruction 481/09, the information indicated in items 12.6 through of the Reference Form is available on the websites of the Company ( and the CVM ( as well as in Attachment II hereto. 5

6 f) Establish the overall compensation to be paid to the Company s administrators for fiscal year 2012 Pursuant to Article 13, item III, of the Company s Bylaws, the Annual Shareholder s Meeting is responsible for establishing the overall compensation for members of the Board of Directors and Board of Executive Officers, it being up to each of these bodies to determine, by a collegiate decision, the individual compensation of each member within the overall amount approved by the Annual Shareholders Meeting. Management proposes that up to R$ 12,000, be allocated to the overall annual fixed and variable compensation of the Board of Directors and Board of Executive Officers in São Paulo, April 11, João Rossi Cuppoloni Chairman of the Board of Directors 6

7 Attachment I (Information regarding the proposal for the allocation of net income required by Attachment 9-1-II of CVM Instruction No. 481, of December 17th, 2009) 1. Inform the net income for the fiscal year Net income for the fiscal year: R$ 339,725, Inform the total amount and the dividends per share of the dividends, including prepaid dividends and interest on equity already announced: Total dividends proposed: R$ 80,685, The dividends per share is an estimate based on Company total shares at the end of 2011 fiscal year and represents R$ No prepaid dividends or interest on equity were announced. 3. Inform the percentage of net income distributed in the year Percentage of net income distributed in the year: 25%, as per note 26 in the 2011 DFP. In reais (R$) 12/31/2011 Net income for the year 339,725, Loss carryforward 0 Adjustments to retained earnings (Law ) 0 Constitution of legal reserve - 5% 16,986, Adjusted net income 322,738, Minimum mandatory dividends - 25 % 80,685, Constitution of income reserve 242,053, Inform the total amount and dividends per share distributed based on the net income from previous years There won t be any dividends distributed based on net income from previous years. 5. Inform, net of prepaid dividends and interest on equity already announced: a. The gross amount of dividends and interest on equity separately by type and class of share The Company has only Ordinary shares. It was proposed dividends in the total amount of R$ 80,685, related to 2011 net income. b. Conditions and terms for the payment of dividends and interest on equity 7

8 The dividends payment date that was proposed by managing is Jun, , to be approved at the Annual Shareholders meeting. The payment will be deposited in the investors banking accounts. c. Any restatements and interest on dividends and interest on equity There aren t any restatements and interests to be declared until the date of payment. d. Date of the declaration of payment of dividends and interest on equity considered when identifying those shareholders entitled to payment. The dividends declarate date will be on April 27, 2012, when the Assembly will be held and will be the cutoff date to verify the ownership position of shareholders who are entitled to dividends. After this date, the shares will become ex-dividends. 6. If dividends or interest on equity were declared based on net income in semiannual or interim balance sheets Not applicable a. Inform the amount of dividends or interest on equity declared b. Inform the respective payment dates 7. Provide a comparative table with the following amounts per share for each type and class: a. Net income in the fiscal year and the three (3) prior fiscal years; b. Dividends and interest on equity distributed in the last three (3) fiscal years; Period (in R$) Net income for the year 218,099, ,770, ,725, Dividends 51,800, ,071, ,685, ON 266,436, ,436, ,339, Treasury stock (1, ) (424,300) (1, ) Total 264, , , * The amount of dividends per share for the year 2011, is an estimate, based on total shares at yearend. 8. If net income was allocated to a legal reserve a. Inform the amount allocated to the legal reserve. 8

9 Constitution of legal reserve - 5% - 16,986, b. Detail the calculation method for the legal reserve Pursuant to Chapter V of the Company s Bylaws: Profit Distribution. 9. If the company has preferred shares with rights to fixed or minimum dividends: Not applicable a. Detail the method for calculating the fixed or minimum dividends b. Inform whether annual income is sufficient for full payment of the fixed or minimum dividends c. Identify whether any unpaid installment is cumulative d. Identify the total amount of fixed or minimum dividends to be paid per class of preferred share e. Identify the fixed or minimum dividends to be paid per preferred share of each class 10. Regarding the minimum mandatory dividends: a. Detail the calculation method set forth in the Bylaws Minimum dividends of 25% of annual net income after the allocation of 5% to the legal reserve b. Inform whether they have been paid in full Yes c. Inform the amount withheld, if applicable Not applicable 11. In the case of retention of mandatory dividends due to the Company s financial situation Not applicable a. Inform the amount retained b. Detail the Company s financial situation, including aspects related to liquidity analysis, working capital and positive cash flows c. Justify the retention of dividends 12. If net income is reserved for contingencies a. Indicate the amount reserved Not applicable 9

10 b. Mention losses considered likely and their cause c. Explain why these losses were considered likely d. Justify constitution of the reserve 13. If net income is allocated to an unrealized income reserve a. Inform the amount allocated to the unrealizable income reserve b. Inform the nature of the unrealized income that was the reason for the reserve 14. If net income is allocated to statutory reserves a. Describe the statutory clauses that establish the reserve Not applicable b. Identify the amount allocated to the reserve c. Describe how the amount was calculated 15. If retained earnings are provided for in the capital budget a. Identify the amount retained The amount to be retained is R$ 242,053, and aimed to working capital. b. Provide a copy of the capital budget 10

11 CAPITAL BUDGET A 2014 Rossi Residencial S.A. Corporate Taxpeyers' ID (CNPJ) / In R$ thousand Sources and Uses of Funds Accumulated 3-year period Starting balance at December Cash generated by ongoing projects Cash generated by projects to be launched ( ) ( ) ( ) ( ) Administrative expenses ( ) ( ) ( ) ( ) (74.132) Loan Proceeds / (Amortization) (50.050) ( ) ( ) ( ) Payment of Dividends and Profit Sharing (95.908) - - (95.908) Ending balance Cash Reserve (minimum cash) Allocated to working capital and to take advantage of market opportunities for land acquisition. It represents approximately 6 months of construction costs. ( ) ( ) ( ) ( ) ( ) ( ) Cash surplus (11.864) The amount to be retained is aimed to working capital. 16. If net income is allocated to a tax incentive reserve Not applicable a. Inform the amount allocated to the reserve b. Explain the nature of the allocation 11

12 Attachment II (Information in 12.6 to of the Reference Form, in accordance with CVM Instruction 481 of December 17, 2009) Fill in the following details of each executive officer and fiscal council member in tabular form: Board of Directors Name Age Profession Individual taxpayer's ID or passport Elective position held Election date Investiture date Term of office Other positions held in the company Elected by the company João Rossi Cuppoloni 77 Business administrator and civil engineer Chairman 04/27/ /27/2012 4/30/2014 None Yes Edmundo Rossi Cuppoloni 75 Business administrator and civil engineer Vice Chairman 04/27/ /27/2012 4/30/2014 None Yes Eduardo Rossi Cuppoloni 31 Business administrator Member 04/27/ /27/2012 4/30/2014 None Yes Sérgio Pedroso Rossi Cuppoloni 42 Business administrator Member 04/27/ /27/2012 4/30/2014 None Yes Eduardo Alfredo Levy Júnior 75 Economist Member 04/27/ /27/2012 4/30/2014 None Yes Heitor Cantergiani 60 Civil engineer Member 04/27/ /27/2012 4/30/2014 None Yes Renato Ribeiro Fortes Abucham 39 Lawyer Member 04/27/ /27/2012 4/30/2014 None Yes Fiscal Council Name Age Profession Individual taxpayer's ID or passport Elective position held Election date Investiture date Term of office Other positions held in the company Ademar Gonzalez Casquet 64 Economist Effective Member of Fiscal 04/27/ /27/2012 4/30/2013 None Yes Cláudio Antonio Gaêta 77 Lawyer Effective Member of Fiscal 04/27/ /27/2012 4/30/2013 None No Rodrigo Gomes Coelho 34 Economist Effective Member of Fiscal 04/27/ /27/2012 4/30/2013 None No Maurice Ramiro Pinto Nobre 69 Business administrator Alternate Member of Fiscal 04/27/ /27/2012 4/30/2013 None Yes Gilberto Scafuro 78 Civil engineer Alternate Member of Fiscal 04/27/ /27/2012 4/30/2013 None Yes Giuliano Fabricio Rombola Fonseca 36 Business administrator Alternate Member of Fiscal 04/27/ /27/2012 4/30/2013 None No Elected by the company Provide the information mentioned in item 12.6 for the members of the statutory committees, as well as for the audit, risk, financial and compensation committees, even if said committees are not statutory: Not applicable, since the Company has no established committees, statutory or otherwise Members of the Board of Directors and Fiscal Council: a. Résumé: Board of Directors João Rossi Cuppoloni is the Chairman of the Company s Board of Directors. He graduated in Civil Engineering from the Polytechnic School of the University of São Paulo in 1957, with post-graduate specialization courses in Business Administration (1973), Marketing (1979) and Foreign Trade (1981) from the Getulio Vargas Foundation. He is one of the founding partners of Rossi and President of the Rossi Group. Edmundo Rossi Cuppoloni is the Vice-Chairman of the Board of Directors. He graduated in Civil Engineering from the Polytechnic School of the University of São Paulo in 1961, with 12

13 post-graduate specialization in Economics at the Getulio Vargas Foundation in He is one of the founding partners of Rossi and Vice-President of the Rossi Group. Eduardo Rossi Cuppoloni. He holds a degree in Business Administration from Fundação Getulio Vargas (FVG-EAESP). He worked at Banco Pactual, Rossi Residencial and in a group Rossi holding, where he adquired the experience at real estate, financing and lawyer. Mr. Eduardo Rossi Cuppoloni is the son of João Rossi Cuppoloni. Sérgio Pedroso Rossi Cuppoloni. He holds a degree in Business Administration from Armando Álvares Penteado Foundation and a Master s degree from Thunderbird, American School of International Management. Mr. Cuppoloni was a capital market analyst at DLJ Donaldson, Lufkin, and Jenrette and financial officer of Brazilian Securities Cia. Securitization de Créditos from 2001 through Sérgio Pedroso Rossi Cuppoloni is the son of Edmundo Rossi Cuppoloni. Eduardo Alfredo Levy Junior is an independent member of the Board of Directors. He holds degree in Economics from Mackenzie University and completed a course on International Management at the Thunderbird School from 2001 to He was the Chairman of the São Paulo Stock Exchange in 1985 and 1986, Chairman of the Modern Art Museum (MAM - Museu de Arte Moderna) between 1992 and 1994, legal representative of First Pennsylvania Bank, Philadelphia, between 1971 and 1979, and a partner at Escritório Levy- Corretora de Valores e Cambio between 1955 and He has been a member of the Board of Directors of Grupo Prada since 1984, and is currently a partner at Didier Levy Associados Corretora de Câmbio S/A. Renato Ribeiro Fortes Abucham. He earned a Bachelor s degree in Law from PUC-SP specializing in finance. Mr. Abucham started his career in 1992 at BCN Barclays Banco de Investimento S.A., and joined JP Morgan Bank in 1994, where he worked in the equities and exchange desks, specializing in the management of portfolios and derivatives. In 1998, he resigned and founded Claritas Investimentos, company that became a market benchmark in the management of hedge funds. He has been the partner in charge of managing overall strategy for over twelve years. He is recognized for foreseeing large economic movements and their impact in the financial market, generating important results for the funds under his management. In January 2011, Mr. Abucham left Claritas Investimentos to focus exclusively on agribusiness, an industry he had been involved with since 2003, when the factors that would produce the appreciation of commodities and its effects on asset prices became clear. Fiscal Council Ademar Gonzalez Casquet. Graduated in Economics (1974) and Law (1976) from the University of São Paulo, and in Accounting Sciences (1978) from the Faculdades Integradas de Marília. He has been an auditor at several financial institutions and is currently a managing partner of Socival Auditoria Independente General Partnership (CVM 379-3), position he has held since

14 14 Proposta da Administração Cláudio Antônio Gaêta. Graduated in Law from the University of São Paulo (Largo de São Francisco) in Since 1961 he has worked in the legal departments of several companies in Brazil and abroad, including Funtimod S/A, Usinas Brasileiras de Açúcar and Álcool, Companhia Goodyear do Brasil, Rossi Engenharia and Sermec S/A Indústrias Mecânicas. He held the position of State Prosecutor, handling both litigious and consultative aspects, between 1969 and Rodrigo Gomes Coelho. Born on April 10, In 2005, he received a bachelor s degree in Economics from the Federal University of Rio de Janeiro (UFRJ) in 2005 and an MBA in Corporate Finance from Universidade Candido Mendes. In 2004 he joined Caixa Econômica Federal, where from 2005 to 2009 he served as Corporate Relationship Manager, in 2009 he became Financial Analyst in the Asset Management Department and in 2011 he became Executive Manager of the National Funds Department for the Real Estate Sector. In 2010, he was appointed alternate member of the Fiscal Council of Trisul Incorporadora e Construtora, and in 2011 he was elected a member of the Board of Directors of Usina Paulista Lavrinhas de Energia S.A. Maurice Ramiro Pinto Nobre. Graduated in Business Administration from the Pontifical Catholic University of São Paulo (PUC-SP). Between 1974 and 2004, he was Commercial Officer at Engemix S.A., a pre-mixed concrete manufacturer. Between 2005 and 2006, he was Commercial and Marketing Officer at GRSA, which produces food for company restaurants, hospitals, and airports, among others. From 2007 to April 2010 he provided consulting, market planning, sales and special trade services through M Nobre Consultoria. Gilberto Scafuro. Graduated in Civil Engineering from the Polytechnic School of the University of São Paulo in He was Commercial Officer at Rossi Engenharia S.A. and CEO of Civilia Engenharia S.A., both construction companies. Currently, he provides consulting and planning services for construction. Giuliano Fabricio Rombola Fonseca. He holds a bachelor s degree in Business Administration and a graduate degree in Investment Fund Management from Pontifical Catholic University of São Paulo (PUC-SP). Since 2003 he has worked in the field of asset management. In 2010, he began managing structured funds, working with private equity funds, receivables-backed investment funds and real estate investment funds. b. Legal and administrative adverse judgments and convictions (including criminal) involving administrators and members of the fiscal council: Board of directors members João Rossi Cuppoloni, member of the Board of Directors to be elected on 04/27/2012, represented for all intents and purposes that in the last 5 years he has not been under the effects of any criminal sentence, nor has had any judgment entered or penalty imposed against him in any administrative proceeding pending at the CVM, nor has been convicted in any final and unappealable court sentence or administrative judgment that resulted in suspension of his ability to, or inability to, engage in any professional or business activities.

15 Edmundo Rossi Cuppoloni, member of the Board of Directors to be elected on 04/27/2012, represented for all intents and purposes that in the last 5 years he has not been under the effects of any criminal sentence, nor has had any judgment entered or penalty imposed against him in any administrative proceeding pending at the CVM, nor has been convicted in any final and unappealable court sentence or administrative judgment that resulted in suspension of his ability to, or inability to, engage in any professional or business activities Sérgio Pedroso Rossi Cuppoloni, member of the Board of Directors to be elected on 04/27/2012, represented for all intents and purposes that in the last 5 years he has not been under the effects of any criminal sentence, nor has had any judgment entered or penalty imposed against him in any administrative proceeding pending at the CVM, nor has been convicted in any final and unappealable court sentence or administrative judgment that resulted in suspension of his ability to, or inability to, engage in any professional or business activities. Eduardo Rossi Cuppoloni, member of the Board of Directors to be elected on 04/27/2012, represented for all intents and purposes that in the last 5 years he has not been under the effects of any criminal sentence, nor has had any judgment entered or penalty imposed against him in any administrative proceeding pending at the CVM, nor has been convicted in any final and unappealable court sentence or administrative judgment that resulted in suspension of his ability to, or inability to, engage in any professional or business activities. Heitor Cantergiani, member of the Board of Directors to be elected on 04/27/2012, represented for all intents and purposes that in the last 5 years he has not been under the effects of any criminal sentence, nor has had any judgment entered or penalty imposed against him in any administrative proceeding pending at the CVM, nor has been convicted in any final and unappealable court sentence or administrative judgment that resulted in suspension of his ability to, or inability to, engage in any professional or business activities. Eduardo Alfredo Levy Junior, member of the Board of Directors to be elected on 04/27/2012, represented for all intents and purposes that in the last 5 years he has not been under the effects of any criminal sentence, nor has had any judgment entered or penalty imposed against him in any administrative proceeding pending at the CVM, nor has been convicted in any final and unappealable court sentence or administrative judgment that resulted in suspension of his ability to, or inability to, engage in any professional or business activities. Renato Ribeiro Fortes Abucham, member of the Board of Directors to be elected on 04/27/2012, represented for all intents and purposes that in the last 5 years he has not been under the effects of any criminal sentence, nor has had any judgment entered or penalty imposed against him in any administrative proceeding pending at the CVM, nor has been convicted in any final and unappealable court sentence or administrative judgment 15

16 that resulted in suspension of his ability to, or inability to, engage in any professional or business activities. Fiscal Council members Ademar Gonzalez Casquet, sitting member of the Fiscal Council to be elected on 04/27/2012, represented for all intents and purposes that in the last 5 years he has not been under the effects of any criminal sentence, nor has had any judgment entered or penalty imposed against him in any administrative proceeding pending at the CVM, nor has been convicted in any final and unappealable court sentence or administrative judgment that resulted in suspension of his ability to, or inability to, engage in any professional or business activities. Cláudio Antônio Gaêta, sitting member of the Fiscal Council to be elected on 04/27/2012, represented for all intents and purposes that in the last 5 years he has not been under the effects of any criminal sentence, nor has had any judgment entered or penalty imposed against him in any administrative proceeding pending at the CVM, nor has been convicted in any final and unappealable court sentence or administrative judgment that resulted in suspension of his ability to, or inability to, engage in any professional or business activities. Rodrigo Gomes Coelho, sitting member of the Fiscal Council to be elected on 04/27/2012, represented for all intents and purposes that in the last 5 years he has not been under the effects of any criminal sentence, nor has had any judgment entered or penalty imposed against him in any administrative proceeding pending at the CVM, nor has been convicted in any final and unappealable court sentence or administrative judgment that resulted in suspension of his ability to, or inability to, engage in any professional or business activities. Maurice Ramiro Pinto Nobre, alternate member of the Fiscal Council to be elected on 04/27/2012, represented for all intents and purposes that in the last 5 years he has not been under the effects of any criminal sentence, nor has had any judgment entered or penalty imposed against him in any administrative proceeding pending at the CVM, nor has been convicted in any final and unappealable court sentence or administrative judgment that resulted in suspension of his ability to, or inability to, engage in any professional or business activities.. Gilberto Scafuro, alternate member of the Fiscal Council to be elected on 04/27/2012, represented for all intents and purposes that in the last 5 years he has not been under the effects of any criminal sentence, nor has had any judgment entered or penalty imposed against him in any administrative proceeding pending at the CVM, nor has been convicted in any final and unappealable court sentence or administrative judgment that resulted in suspension of his ability to, or inability to, engage in any professional or business activities. 16

17 Giuliano Fabricio Rombola Fonseca, alternate member of the Fiscal Council to be elected on 04/27/2012, represented for all intents and purposes that in the last 5 years he has not been under the effects of any criminal sentence, nor has had any judgment entered or penalty imposed against him in any administrative proceeding pending at the CVM, nor has been convicted in any final and unappealable court sentence or administrative judgment that resulted in suspension of his ability to, or inability to, engage in any professional or business activities Inform any conjugal relationship, steady union or family relations to the second degree between: a. administrators of the company: João Rossi Cuppoloni is the father of Eduardo Rossi Cuppoloni (a member of the Company s Board of Directors). Edmundo Rossi Cuppoloni is the father of Mr. Sérgio Pedroso Rossi Cuppoloni (a member of the Company s Board of Directors). b. administrators of the company and (ii) administrators of the company s direct and indirect subsidiaries João Rossi Cuppoloni, chairman of the Company s Board of Directors, is the father of Renata Rossi Cuppoloni, who manages approximately 50% of all the special purpose companies controlled by the Company. c. (i) administrators of the company or its direct and indirect subsidiaries and (ii) the company s direct and indirect controllers: Eduardo Rossi Cuppoloni (a member of the Company s Board of Directors) and Renata Rossi Cuppoloni (manager of part of the special purpose companies controlled by the Company) are the issue of João Rossi Cuppoloni, who has indirect control of the Company through Jopar Administração e Participações Ltda. and Arpoador Administração e Participações Ltda. Eduardo Rossi Cuppoloni (a member of the Company s Board of Directors) is the son of Hilda Maria Rossi Cuppoloni, who has direct control of the Company. Sérgio Pedroso Rossi Cuppoloni (a member of the Company s Board of Directors) is the son of Edmundo Rossi Cuppoloni, who has indirect control of the Company through the holding companies Oficinalis Administração e Participações Ltda. and Paradiso Administração e Participações Ltda. d. (i) administrators of the company and (ii) administrators of the company s direct and indirect controllers: Eduardo Rossi Cuppoloni (a member of the Company s Board of Directors) is the son of João Rossi Cuppoloni, who are managers of Jopar Administração e Participações Ltda., a direct controlling shareholder of the Company. Additionally, with regard to the managers of Arpoador Administração e Participações Ltda., a direct controlling shareholder of the 17

18 Company, he is the brother of Renata Rossi Cuppoloni, Guilherme Rossi Cuppoloni and Rafael Rossi Cuppoloni, as well as the son of João Rossi Cuppoloni and Hilda Maria Rossi Cuppoloni. Sérgio Pedroso Rossi Cuppoloni (a member of the Company s Board of Directors) is the brother of Paulo César Pedroso Rossi Cuppoloni and the son of Edmundo Rossi Cuppoloni, both managers of Oficinalis Administração e Participações Ltda., a direct controlling shareholder of the Company. Additionally, with regard to the managers of Paradiso Administração e Participações Ltda., a direct controlling shareholder of the Company, Sérgio Pedroso Rossi Cuppoloni is the brother of Silvia Maria Pedroso Rossi Cuppoloni and Paulo César Pedroso Rossi Cuppoloni, as well as the son of Edmundo Rossi Cuppoloni and Maria Teresa Pedroso Cuppoloni Inform any relationships involving subordination, service providers or control maintained in the last 3 fiscal years between the Company s administrators and: a. subsidiaries directly and indirectly controlled by the company: None. b. the company s direct or indirect controlling shareholders: None. c. if relevant, any supplier, client, debtor or creditor of the company or its subsidiaries or controlling shareholders, or the subsidiaries of same: None. ***** 18

19 Attachment III Information presented in item 13 of the Reference Form, pursuant to CVM Instruction 481 of December 17, Description of the remuneration policy or practice, of Board of Directors, statutory and Non-Statutory Executive Board, Fiscal Council, Statutory committees. a. Purposes of the remuneration policy or practice The Company s compensation policy for its administrators, including members of the Board of Directors and both statutory and non-statutory executive officers, is consistent with corporate governance best practices, and is intended to attract and retain top market professionals. Compensation is established based on market surveys so as to align the interest of executive officers with those of the Company s shareholders. The compensation policy in place at the Company employs equitable valuation criteria to achieve a competitive balance of both internal and external career and salary structures, as well as with regard to the Company s benefit plans. b. Composition of the remuneration, indicating: i. description of the elements and the remuneration and the purposes of each of them: a) Board of Directors: The members of the Board of Directors receive both fixed and variable compensation elements, as well as reimbursements of all accommodation and travel expenses directly incurred in discharging the duties of the office to which they were appointed. The variable compensation element, known as Short-Term Incentive, is tied to meeting certain goals previously set and approved at the beginning of each year. Members of the Board of Directors are also entitled to a benefit in the form of health insurance. b) Fiscal Council: The members of the Company s Fiscal Council receive an equal fixed compensation, as well as reimbursements of all accommodation and travel expenses directly incurred in discharging the duties of the office to which they were appointed. c) Board of Executive Officers: 19

20 The members of the Board of Executive Officers (statutory officers) are entitled to both fixed and variable compensation elements. The compensation policy is in line with market best practices. The variable compensation element, known as Short-Term Incentive, is tied to meeting certain goals previously set and approved at the beginning of each year. The profit sharing program is based on the performance of each area in regard to the achievement of certain goals and results previously established for each year. The Company distributes up to 8% of its booked net income to all employees, executive officers and members of the Board of Directors in a manner proportional to salaries and seniority times. This apportionment is performed based on the achievement of a set of previously established goals for each area and also on performance indicators, and aims to encourage and motivate all employees to work towards better results. This compensation policy encourages members of the Board of Executive Officers to deliver results and recognizes the achievement and over-achievement of pre-set goals, thus creating momentum and focusing on indicators deemed critical for the Company s strategy and results. Ultimately, this places executive officers interests in line with those of the shareholders. Members of the Board of Executive Officers are also entitled to a benefit in the form of health insurance, life insurance and private pension plan. Committees not provided for in the Bylaws (non-statutory) The Company has a non-statutory people management committee, composed of members of the Board of Executive Officers, which is responsible for reviewing the fixed and variable compensation strategy to be adopted and making recommendations and suggesting changes which are submitted for further review, scrutiny and approval of the Board of Directors. ii. proportion of each element in the total remuneration. In the case of members of the Fiscal Council, the fixed compensation element corresponds to 100% of their total compensation, as mentioned previously. In the case of the Board of Directors and Board of Executive Officers (statutory), the fixed compensation element corresponds to approximately 40% of the total compensation, with the variable element corresponding to the approximate remaining 60%, when goals are satisfactorily met. 20