ALPARGATAS S/A CNPJ/MF / NIRE Publicly-held corporation MANAGEMENT S PROPOSAL

Transcrição

1 ALPARGATAS S/A CNPJ/MF / NIRE Publicly-held corporation MANAGEMENT S PROPOSAL Special Meeting of Stockholders owning Preferred Stocks and Extraordinary General Meeting Messrs. Stockholders, This proposal and its exhibits ( Proposal ) have been prepared by the management of Alpargatas S.A. (the Management and the Corporation, respectively) pursuant to Law no. 6,404, as of December 15, 1976 ( Law 6,404/76 ) and CVM Ruling No. 481, as of December 17, 2009 ( ICVM 481 ), to inform and orient the Corporation s stockholders on resolutions to be adopted at (i) the Special Meeting of Stockholders owning Preferred Stocks, to be held at first call, on June 2, 2017, at 10:00 a.m. ( Special Meeting ); and (ii) Extraordinary General Meeting to be held at first call, on June 2, 2017, at 11:00 a.m. ( General Meeting ); both in the Corporation s headquarters located at Avenida Doutor Cardoso de Melo, 1.336, 3º andar - Vila Olímpia, in the city of São Paulo, State of São Paulo. The notice to the Special Meeting and General Meeting is attached to this Proposal as Exhibit I and Exhibit II, respectively. Thus, the Management submits to you the proposals concerning the matters contained on Agenda of the Special Meeting and General Meeting, respectively: I. Special Meeting of Stockholders Owning Preferred Stocks I.1. Conversion of 100% of the preferred stocks issued by the Corporation into common stocks The Management proposes to convert 100% of the preferred stocks issued by the Corporation into common stocks at ratio 1:3 (one and three tenths) preferred stocks for each one (1) common stock. The Exhibit III to this Proposal describes the proposed changes, as well as the analysis of their impacts, as required by ICVM

2 If the conversion is approved at Special Meeting, the holders of preferred stocks of the Corporation that (i) vote against said conversion; (ii) refrain from voting; or (iii) are not present at the Special Meeting shall have the right of withdrawal and may require the reimbursement of the preferred stocks issued by the Corporation, in accordance with article 137 of Law no. 6,404/76. As required by ICVM 481, the information on conditions for the exercise of said right of withdrawal are described in Exhibit VI to this Proposal. II. Extraordinary General Meeting II.1. Admission of the Corporation into special segment for listing securities of the stock market operated by BM&FBOVESPA called Novo Mercado The Management submits to approval of stockholders the admission of the Corporation into the special segment to list securities to trade on BM&FBOVESPA called Novo Mercado ( Novo Mercado ). According to the requirements for authorization to list securities on Novo Mercado established in Novo Mercado Listing Regulation ( Novo Mercado Listing Regulation ), the admission of the Corporation into Novo Mercado is subject to the approval of matters indicated in items II.2 and II.3 below by the General Meeting and the matter indicated in item I.1 above by the Special Meeting. The Corporation will maintain the market informed about the approval of matters under this Proposal by the Special Meeting and General Meeting, as well as its effective admission into Novo Mercado. II.2. Conversion of 100% of the preferred stocks issued by the Corporation into common stocks The Management is proposing that 100% of the preferred stocks issued by the Corporation is converted into common stocks at ratio 1.3 (one and three tenths) preferred stocks for each one (1) common stock. Such exchange ratio has been defined based on the Exchange Ratio Study Admission of Alpargatas S.A. to list securities on Novo Mercado BM&FBovespa, dated March 20, 2017, carried out by Banco Bradesco BBI S.A., as described in Exhibit VII to this Proposal. In view of the conversion of preferred stocks into common stocks under the proposal of the Management, the Exhibit III to this Proposal describes the proposed alterations, as well as the analysis of their impacts, as required by ICVM 481. According to the article 136, first paragraph of Law no. 6,404/76, the conversion proposed by the Management will be subject to the prior approval by holders of more than one half of preferred stocks issued by the Corporation, at Special Meeting under this Proposal. II.3. Amendment to the By-laws of the Corporation In order to comply with the requirements established by Novo Mercado Regulation and further to reflect on certain changes proposed by the Management, the Management proposes that the Bylaws of the Corporation are amended. 2

3 Pursuant to ICVM 481, the changes proposed to the By-laws of the Corporation are described in Exhibit IV to this Proposal and the origin, justification and analysis of the economic and legal effects of each change are detailed in Exhibit V to this Proposal. III. General Information To take part at Special Meeting and/or General Meeting, the stockholders shall submit until the date of the respective meeting, the following documents: (i) a proof issued by the institution depository of stocks issued by the Corporation, in accordance with Article 126 of Law no. 6,404/76 and the By-laws of the Corporation, (ii) in the event of natural person, identity document with photo, and (iii) in the event of legal entity or investment fund, a certified copy of the by-laws, articles of association or regulation, a certified copy of the instrument of election or appointment of the legal representative attending at the meeting or granting the powers to an attorney-in-fact, and identity document with photo of the legal representative or attorney-in-fact attending at the meeting. The stockholders may be represented at Special Meeting and/or General Meeting by attorneys-infact appointed pursuant to the Article 126, first paragraph of Law no. 6,404/76. The powers of attorney shall be deposited in headquarters of the Corporation forty-eight (48) hours prior to the meeting, to the attention of Mrs. Maria José De Martini Paulon, at Avenida Doutor Cardoso de Melo, 1.336, 6 andar, Vila Olímpia, CEP , in the City of São Paulo, State of São Paulo. São Paulo, May 2, Vincent Trius Chairman of the Board of Directors 3

4 TABLE OF CONTENTS Page EXHIBIT I. DRAFT OF THE NOTICE OF SPECIAL GENERAL MEETING 5 OF STOCKHOLDERS OWNING PREFERRED STOCKS EXHIBIT II. DRAFT OF THE NOTICE OF EXTRAORDINARY GENERAL MEETING 7 EXHIBIT III. INFORMATION REQUIRED FROM THE CONVERSION 9 OF PREFERRED STOCKS INTO COMMON STOCKS EXHIBIT IV. BY-LAWS OF THE CORPORATION AND PROPOSED CHANGES 11 IN DETAIL EXHIBIT V. ORIGIN AND JUSTIFICATION OF AMENDMENTS TO THE 31 BY-LAWS AND ANALYSIS OF THE ECONOMIC AND LEGAL EFFECTS EXHIBIT VI. INFORMATION REQUIRED FROM RIGHT OF WITHDRAWAL 84 EXHIBIT VII. EXCHANGE RATIO STUDY BRADESCO BBI 87 4

5 EXHIBIT I DRAFT OF THE NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OWNING PREFERRED STOCKS ALPARGATAS S/A CNPJ/MF / NIRE Publicly-held corporation SPECIAL MEETING OF STOCKHOLDERS OWNING PREFERRED STOCKS NOTICE The Messrs. Stockholders of ALPARGATAS S.A. ( Corporation ) are called to meet together at Special General Meeting of Stockholders Owning Preferred Stocks ( Meeting ), to be held at first call on June 2, 2017, at 10:00 a.m., in the Corporation s headquarters located at Avenida Doutor Cardoso de Melo, 1336, 3º andar, in the City of São Paulo, State of São Paulo, in order to resolve on the following Agenda: 1 By virtue of proposed admission of the Corporation into the special segment to list securities to trade on BM&FBOVESPA, called Novo Mercado, resolve on the conversion of 100% of the preferred stocks issued by the Corporation into common stocks at ratio of 1.3 preferred stocks for each 1 common stock. Pursuant to the provision set forth in article 135, third paragraph of Law no. 6,404/76, and Ruling No. 481 of the Brazilian Securities Commission CVM, as of December 17, 2009, the documents related to matters to be discussed at the Meeting are made available to the Messrs. Stockholders in the Corporation s headquarters, as well as in IPE system maintained by the Brazilian Securities Commission CVM ( and on BM&F Bovespa S.A Bolsa de Valores, Mercadorias e Futuros ( To take part at Special Meeting and/or General Meeting, the stockholders shall submit until the date of the respective meeting, the following documents: (i) a proof issued by the institution depository of stocks issued by the Corporation, in accordance with Article 126 of Law no. 6,404/76 and the By-laws of the Corporation, (ii) in the event of natural person, identity document with photo, and (iii) in the event of legal entity or investment fund, a certified copy of the by-laws, articles of association or regulation, a certified copy of the instrument of election or appointment of the legal representative attending at the meeting or granting the powers to an attorney-in-fact, and identity document with photo of the legal representative or attorney-in-fact attending at the meeting. 5

6 The Messrs. Stockholders may be represented at the Meeting by attorneys-in-fact appointed pursuant to the Article 126, first paragraph of Law no. 6,404/76. The powers of attorney shall be filed in headquarters of the Corporation forty-eight (48) hours prior to the meeting, to the attention of Mrs. Maria José De Martini Paulon, at Avenida Doutor Cardoso de Melo, 1.336, 6 andar, Vila Olímpia, CEP , in the City of São Paulo, State of São Paulo. São Paulo, May 2, Vincent Trius Chairman of the Board of Directors 6

7 EXHIBIT II DRAFT OF THE NOTICE OF EXTRAORDINARY GENERAL MEETING ALPARGATAS S/A CNPJ/MF / NIRE Publicly-held corporation EXTRAORDINARY GENERAL MEETING NOTICE The Messrs. Stockholders of ALPARGATAS S.A. ( Corporation ) are called to meet together at Extraordinary General Meeting, to be held at first call on June 2, 2017, at 11:00 a.m., in the Corporation s headquarters located at Avenida Doutor Cardoso de Melo, 1336, 3º andar, in the City of São Paulo, State of São Paulo, in order to resolve on the following Agenda: 1 The admission of the Corporation into the special segment to list securities to trade on BM&FBOVESPA called Novo Mercado ; 2 The conversion of 100% of the preferred stocks issued by the Corporation into common stocks, at ratio 1.3 preferred stocks for 1 common stock; 3 The amendment to By-laws of the Corporation, in order to comply with Novo Mercado Listing Regulation of BM&FBOVESPA; and 4 The authorization to officers of the Corporation to practice all actions necessary to the implementation and execution of the resolutions foregoing. As provided for in Article 136, first paragraph of Law no. 6,404/76, the effectiveness of the resolutions contained in item 2 above will be subject to the prior approval by holders of more than one half of the preferred stocks issued by the Corporation at Special Meeting called for the same date of this Meeting, at 10:00 a.m. Pursuant to the provision set forth in article 135, third paragraph of Law no. 6,404/76, and Ruling No. 481 of the Brazilian Securities Commission CVM, as of December 17, 2009, the documents related to matters to be discussed at the Meeting are made available to the Messrs. Stockholders in the Corporation s headquarters, as well as in IPE system maintained by the Brazilian Securities Commission CVM ( and on BM&F Bovespa S.A Bolsa de Valores, Mercadorias e Futuros ( 7

8 To take part at the Extraordinary General Meeting, the stockholders shall submit until the date of the respective Meeting, the following documents: (i) a proof issued by the institution depository of stocks issued by the Corporation, in accordance with Article 126 of Law no. 6,404/76 and the By-laws of the Corporation, (ii) in the event of natural person, an identity document with photo, and (iii) in the event of legal entity or investment fund, a certified copy of the by-laws, articles of association or regulation, a certified copy of the instrument of election or appointment of the legal representative attending at the meeting or granting the powers to an attorney-in-fact, and identity document with photo of the legal representative or attorney-in-fact attending at the meeting. The Messrs. Stockholders may be represented at the Extraordinary General Meeting by attorneysin-fact appointed pursuant to the Article 126, first paragraph of Law no. 6,404/76. The powers of attorney shall be filed in headquarters of the Corporation forty-eight (48) hours prior to the meeting, to the attention of Mrs. Maria José De Martini Paulon, at Avenida Doutor Cardoso de Melo, 1.336, 6 andar, Vila Olímpia, CEP , in the City of São Paulo, State of São Paulo. São Paulo, May 2, Vincent Trius Chairman of the Board of Directors 8

9 EXHIBIT III INFORMATION REQUIRED FROM THE CONVERSION OF PREFERRED STOCKS INTO COMMON STOCKS (under Exhibit 17 to ICVM 481) 1. If preferred stocks are created or new series of preferred stocks Item 1 of the Exhibit 17 of ICVM 481 and sub-items thereof are not applicable to this case. 2. In the event of change in the preferences, advantages or redemption or amortization conditions of preferred stocks a. Describe in details the proposed changes The Management proposes that all two hundred and twenty-eight million, eight hundred and forty-one thousand, two hundred and twenty-six (228,841,226) preferred stocks issued by the Corporation are converted into one hundred and seventy-six million, thirty-one thousand, seven hundred and twelve (176,031,712) common stocks at ratio 1.3 (one and three tenths) preferred stocks for each one (1) common stock. According to the article 136, first paragraph of Law no. 6,404/76, the conversion of all preferred stocks issued by the Corporation into common stocks is subject to the prior approval by holders of more than one half of preferred stocks at Special Meeting. Thus, if the conversion is previously approved at Special Meeting and then at General Meeting, the Corporation s capital stock will be divided into (417,640,263) book entry common stocks, and with no par value. b. Detailed grounds of the proposed changes The conversion of all preferred stocks into common stocks aims at satisfying the requirements of Novo Mercado Regulation, ruling that the capital stock of corporations listed with Novo Mercado shall be exclusively composed of common stocks. c. Detailed analysis of impact of the proposed changes on holders of stocks under change If the conversion of the preferred stocks into common stocks issued by the Corporation is approved at Special Meeting and then at General Meeting, the current holders of preferred stocks will become holders of common stocks issued by the Corporation at the exchange ratio 1.3 (one and three tenths) preferred stocks for each one (1) common stock. 9

10 Although the exchange ratio attributed for conversion of stocks results in a dilution in the stockholding of holders of preferred stocks, the political and ownership rights attributed to new common stocks shall be identical to other outstanding common stocks issued by the Corporation, including, without limitation, the whole dividends and/or interest on equity (or other yields) that may be declared by the Corporation, as well as the tag-along right of its stocks at the same price paid to the controlling stockholders, in the event of whole tag along. The preferences originally attributed to the preferred stocks issued by the Corporation are not transferred to new common stocks after the conclusion of the conversion. d. Detailed analysis of impacts of the proposed changes on rights of the holders of other species and series of stocks of the Corporation The holders of common stocks issued by the Corporation that have no preferred stocks will be entitled to in voting capital of the Corporation and its corresponding political rights diluted as a result of the conversion of preferred stocks into common stocks. On the other hand, if approved, the conversion of preferred stocks into common stocks will allow the admission of the Corporation into the segment of Novo Mercado, which will enable (i) differentiated corporate governance practices, (ii) increased access of the Corporation to the securities market, and (iii) potential increased liquidity of its stocks. 10

11 EXHIBIT IV BYLAWS OF THE CORPORATION WITH THE ALPARGATAS S.A. Publicly-held corporation BY-LAWS SECTION I - CORPORATE NAME, HEADQUARTERS, TERM OF DURATION AND PURPOSE Article 1. ALPARGATAS S.A. ( Corporation ), incorporated as of April 3, 1907, is a stock stock corporation organized by under these by-laws ( By-laws ) and under applicable legal provisions. First Paragraph Upon admission of the Corporation into the special listing segment named Novo Mercado of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (respectively Novo Mercado and BM&FBOVESPA ), the Corporation, its stockholders, Officers and members of the Audit Committee are subject to the provisions of Novo Mercado Listing Regulations of BM&FBOVESPA S.A. ( Novo Mercado Regulations). Article 2. The Corporation s registered offices and venue are located in the City of São Paulo, State of São Paulo, and the Corporation may open and close any branches and other offices in Brazil ( Country ), at Executive Board discretion, or. Upon resolution adopted by the Board of Directors, the Corporation may also open and close any companies abroad, provided that the respective branches may be opened and closed upon resolution adopted by the Board of Directors by the Executive Board. Article 3. The Corporation is organized for an indefinite term of duration. Article 4. The Corporation s purposes consist of: (a) the industrialization, manufacture, marketing and exportation of footwear, including those used as Personal Protective Equipment PPE, such as: safety boots and shoes; strings; clothing goods and their accessories, sporting goods, leather goods, fabrics and other textile artifacts; goods and clothing; leather goods; synthetic resin and natural or artificial rubber; and further sporting goods, strings, and any other inputs and components of all these products; (b) the industrialization and marketing of packaging materials and parts and accessories for machines; (c exploration of any trademarks, patents and any other industrial or intellectual property rights; (c) the commercial representation of domestic or foreign companies, whether in the Country or abroad; (d) the participation in other companies, whether in the Country or abroad, whatever its form or corporate purpose, as quota or shareholder; (e) the importation and exportation of machines, components, accessories, equipment and raw materials; (d) the commercial representation of domestic or foreign companies, whether in the Country or abroad; (f) the industrialization and marketing of packaging materials and parts and accessories for machines; (g) the cultivation, preparation and marketing of any fiber species; (f and (h) the exploration of industries or activities that are directly or indirectly related to its corporate purpose; (g) the exploration of any trademarks, patents and any other intellectual or industrial property rights; (h) the participation in other companies, whether in the country or abroad, whatever its form or corporate purpose, as quota or shareholder. SECTION II CAPITAL AND STOCKS Article 5. The Corporation s fully subscribed and paid-up capital stock is Six Hundred Forty-Eight 11

12 Million Four Hundred Ninety-Seven Thousand Two Hundred and Thirty Brazilian Reais and Ninety- Seven cents (R$ 648,497,230.97), divided into Four Hundred and Seventy Million Four Hundred and Forty-Nine Thousand Seven Hundred and Seventy-Seven (470,449,777) book entry stocks, with no par value, of which Two Hundred and Forty-One Million Six Hundred and Eight Thousand Five Hundred and Fifty-One (241,608,551) are common stocks, and Two Hundred and Twenty- Eight Million Eight Hundred and Forty-One Thousand Two Hundred and Twenty-Six (228,841,226) are preferred stocks Four Hundred and Seventeen Million, Six Hundred and Forty Thousand, Two Hundred and Sixty-Three (417,640,263) common book entry stocks, with no par value. First Paragraph. The Board of Directors shall be liable for fixing the price of stocks to be issued from capital increases, and one portion of such price may be intended to the formation of capital reserve, as prescribed by law. Second Paragraph. The Corporation is authorized to increase its capital stock by up to Forty- One Million, One Hundred and Ninety-Five Thousand and Seventy-Two (41,195,072) common book entry stocks, with no par value, without any amendment to the by-laws, upon resolution adopted by the Board of Directors, for the specific purposes of delivering stocks to the beneficiaries which may exercise their options granted under the Corporation s Stock Purchase Programs approved by the General Meeting. Third Paragraph. If the subscribed stocks are not paid-up within the term set forth for this purpose, the subscribers shall be lawfully in default, and the subscribers shall pay interest and inflation adjustment to the Corporation, plus a penalty of five percent (5%) over the amount of the installment. Third Paragraph. The existing outstanding preferred stocks may be issued without any proportion set out in respect of the common stocks, provided that the total preferred stocks do not exceed the limit of two-thirds (2/3) of the total stocks issued. Article 6. The preferred stocks shall be entitled to dividends per preferred stock at ten percent (10%) higher than the dividend ascribed to each of the common stocks of the Corporation, and they shall have priority to the return on capital in the event of Corporation s winding up, without premium, up to the amount of the portion of capital represented by such stocks. Article 4. The Board of Directors may grant any stock purchase options, according to the purchase option or stocks subscription plans approved by the General Meeting, to its officers, employees and/or service providers, as well as to its subsidiary company s officers, employees and/or service providers. The stockholders shall not be entitled to preemptive rights, whether in the grant or in the exercise of any stocks purchase option. Article 76. All Corporation s stocks are book-entry stocks, without certificate issuance, and they are maintained on a deposit account in the name of their holders with a financial institution authorized by the Brazilian Securities and Exchange Commission ( CVM ) and designated by the Board of Directors. Sole Paragraph The cost of transfer and registration, as well as the cost of the service related to the book entry stocks may be charged against the stockholder by the bookkeeping institution, as defined in the stocks bookkeeping agreement. Article 8. Each common stock is entitled 7. The stocks representing the capital stock shall be indivisible with respect to the Corporation and are entitled to one vote on the General Meeting s resolutions. Article 8 The Corporation may not create nor issue preferred stocks are not entitled to vote and beneficiary parties. 12

13 SECTION III MANAGEMENT GENERAL MEETING Article 9. The Corporation will be managed by a Board of Directors consisting of not less than five (5) and not more than six (6) effective members and by an equal number of alternates, all of them stockholders resident in the country, and by an Executive Board consisting of three (3) to six (6) members, whether stockholders or not, also resident in the country, of which one Chief Executive Officer, one Investor Relations and Finance and Managing Director, one Human Resources Director, and the other members are Business Directors. The Annual General Meeting will be held within the first four (4) months after the ending of the fiscal year and the extraordinary general meeting shall be held whenever corporate interests required, upon calling, pursuant to the applicable laws and the By-laws. The Board of Directors Chairman shall preside the General Meeting and, in his/her absence or impairment, any Director, Officer or stockholders appointed in writing by the Vice-Chairman of the Board of Directors, and the Board of Directors Chairman shall elect the Secretary of the meeting. First Paragraph The General Meeting shall be called by the Board of Directors or by the Board of Directors Chairman, pursuant to the applicable laws, at first convening, within at least fifteen (15) days in advance counted as of the first publication of the notice. If the General Meeting is not held, a new notice of second convening will be published, within at least eight (8) days in advance. The calling will be waived if all stockholders are present at the General Meeting. Second Paragraph The stockholder shall prove its capacity as stockholder, upon original documentation or copy sent by to the Corporation, and shall submit, within two (2) business days before the date of the respective General meeting, (i) identity card and (ii) an statement issued by the depositary institution referring to its stocks, in order to take part and vote in the General Meeting. The stockholders represented by a proxy shall present the respective powers-of-attorney within the same period and by the same means as mentioned above. Article 10 The General Meetings shall be held on the day and time stated in the respective notice to resolve on the matters included in the agenda. Article 11 The General Meeting shall be liable for, in addition to the duties provided by law and by these By-laws: (a) taking the accounts of the managers related to the latest fiscal year; (b) examining, discussing and voting on the financial statements, with the opinion of the Audit Committee; (c) resolving on the allocation of net income for the year and the distribution of dividends; (d) electing and dismissing the members of the Board of Directors and the Audit Committee; (e) fixing the overall compensation of the members of the Board of Directors and the Executive Board, and the members of the Audit Committee; (f) electing the liquidator and the Audit Committee, which shall operate during the liquidation period; (g) amending these By-laws; (h) resolving on merger, incorporation, stocks incorporation, total or partial split, and 13

14 transformation; (i) resolving on de-registration as publicly-held corporation with the CVM or delisting Novo Mercado; (j) assigning bonuses to stocks issued by the Corporation, and resolving on redemptions, amortizations, reverse splits and stock splits issued by the Corporation; (k) resolving on the dissolution and liquidation of the Corporation, as well as the election and dismissal of liquidators of the Corporations and the approval of its accounts; (l) resolving on the request for judicial or extrajudicial recovery or application for self-bankruptcy by the Corporation; and (m) choosing the institution or specialized company liable for evaluating the Corporation in the events provided for in Law 6,404/76 and in these By-laws. First Paragraph The Board of Directors members shall be elected by the General Meeting. Article 12 Except for the events provided by law and subject to the provisions of these Bylaws, the resolutions and approvals shall be taken by stockholders representing the majority of the voting capital stock of the Corporation present at the General Meeting. Second Paragraph The Executive Board s members shall be elected by the Board of Directors which may designate up to one-third (1/3) of all its members to hold offices in the Executive Board, and any of them may hold offices both in Board of Directors and in Executive Board, in accordance with the provisions set out in fourth paragraph of this article. SECTION IV MANAGEMENT Third Paragraph The Executive Board s members shall have the following duties: I. - The Chief Executive Officer shall be liable for: a) the correct performance of the policies and guidelines set forth by the General Meeting and the Board of Directors; b) the presidency of the Executive Board s Meetings; II. The Investor Relations and Finance and Managing Director shall be liable for: a) the management of financial and economic planning, control, systems and finances areas; b) the management of investor relations area; and c) other management activities; III. The Human Resources Director shall be liable for the management of human resources area through performance of the guidelines set forth by the Board of Directors; IV. The Business Directors shall be liable for the performance of guidelines set forth by the Board of Directors in their respective areas of activity. Article 13 The Company shall be managed by one Board of Directors and one Executive Board. Fourth Paragraph The offices of Board of Directors Chairman and Chief Executive Officer or chief executive of the Corporation may not be hold by the same person. First Paragraph The incumbency of the managers shall be subject to the execution of the respective deed of incumbency registered in the proper book within thirty (30) days following the election and prior subscription of the Managers Deed of Consent referred to in Novo Mercado Regulation, and the compliance with the applicable legal regulations. Article 10 Upon admission of the Corporation into the special listing segment named Corporate Governance Level 1 of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros 14

15 ( BM&FBOVESPA ), the Corporation, its stockholders, Officers and members of the Audit Committee, when constituted, are subject to the provisions of Listing Rules of the Corporate Governance Level 1 of BM&FBOVESPA S.A. ( Rules of Level 1). Second Paragraph If the deed of incumbency is not executed within thirty (30) days following the appointment, it shall be null and void, except upon justification accepted by the management authority for which it has been elected as manager. First Paragraph The Corporation, its Managers and stockholders shall comply with the provisions of the Regulations for Listing Issuers and Admission to Trading Securities, including the rules regarding the withdrawal and exclusion of trading of securities admitted to trading on the Organized Markets managed by BM&FBOVESPA. Article 11 The Board of Directors members shall be elected for a term of office of two (2) years and the Executive Board s members shall be elected for a term of office of one (1) year, in both cases reelection is permitted. Third paragraph The Board of Directors or Executive Board s term of office will be extended until the appointment of the new elected officers. Fourth paragraph The elected alternate to fill the vacant position shall complete the term of office of the substituted member. Article 12. The maximum total compensation of the officers shall be fixed by the General Meeting, distribution of which shall be at Board of Directors Chairman discretion together with two directors appointed on an annual basis by the same Board. Article 13. The officers will be empowered in their respective offices upon execution of deeds of incumbency kept on the respective books of minutes of the Board of Directors and the Executive Board s meetings, whose signature shall be effective within thirty (30) days following the election. Sole paragraph If the deed is not executed within thirty (30) days following the appointment, it shall be void, unless a justification is accepted by the management board to which the officer has been elected. SECTION I BOARD OF DIRECTORS Article 14. In addition to the deed referred to in Article 13 above, the incumbency of the Board of Directors and Executive Board s members shall be also subject to prior signature of the Consent Deed of Officers, in accordance with the provisions of the Rules of Level 1, as well as to satisfaction of the applicable legal requirements. Article 14 The Board of Directors shall consist of not less than five (5) and not more than nine (9) effective members, and the General Meeting may elect an equal number of alternates, all of them elected and removable by the General Meeting. Section I First Paragraph The Board of Directors members shall be elected for a term of office of two (2) years, and reelection is permitted. Second Paragraph - At least twenty percent (20%) of the members of the Corporation's Board of Directors shall be Independent Directors, as defined in Novo Mercado Regulation, and expressly declared as such in the Minutes of the General Meeting electing them. The director(s) elected pursuant to article 141, paragraphs 4 and 5 of Law 6,404/76 shall also be deemed as independent director(s). If there is a fractional number as a result of the compliance with the percentage referred to in this paragraph, it shall be rounded off in accordance with Novo Mercado Regulations. 15

16 Article 15. The Board of Directors shall elect from among its members one Chairman, and the other members shall be simply designated as Directors. Article 16. In the event of his absence, the Chairman shall appoint an alternate from among the other effective Directors. The Chairman s alternate shall take over as simple director. In the event of prevention or vacancy, the Board shall elect the new Chairman, pursuant to Article 15. and one Vice Chairman, by the majority of the votes of the Directors present at the first meeting of the Board of Directors held after the incumbency of such members, or in the event of waiver or vacancy in those positions. First paragraph In the event of absences or prevention of other effective members, each member shall be replaced by his respective alternate. Second paragraph Upon occurrence of vacancies that reduce Upon occurrence of vacancy in the position of Director, and if there is no alternate directors, the Board of Directors to a number lower than the majority of its elected members, a General Meeting shall be called in order to elect the alternates, who shall complete the term of office of the substituted members. will elect as many substitute directors as there are vacant positions, and the directors elected under the terms of this Article shall have their term of office ended in the next General Meeting held. Second Paragraph - In the event of temporary absences or prevention, the Chairman shall be replaced by the Vice Chairman, without any further formality. In this case, the substitute of the Chairman of the Board of Directors shall take the office as a simple director. In the event of definitive prevention or absence of the Chairman, the Board shall elect the new Chairman. Third Paragraph In the event of temporary absence or prevention of the Chairman or Vice Chairman, the other members of the Board of Directors appointed by the other Directors shall act as Chairman. Article The annual meetings of the Board of Directors shall be held at least six (6) times a year on a date and time to be fixed by the Board of Directors at the beginning of the respective term of office in the annual corporate calendar, and the extraordinary meetings of the Board of Directors shall be held, when called by its Chairman or by one-third (1/3) of its members, upon at least five (5) days prior notice to the meeting s date. First paragraph The quorum of members for the Board of Directors Meeting shall be of, at least, the majority of its elected members. First Paragraph The meetings shall be called upon written notice sent by letter, telegram, facsimile, or any other means allowing the receipt of the convening by the addressee, which shall contain the agenda, place and time in which the meeting shall be held and shall be followed by documentation relating to the agenda. Without prejudice to the foregoing, in the event of emergency, the meetings of the Board of Directors may exceptionally be convened with two (2) business days in advance. Second Paragraph - The prior notice referred to in this Article shall be waived if all members of the Board of Directors are present at the meeting. The members of the Board of Directors may participate and vote in meetings of the Board, even if they are not physically present at such meetings, provided that (i) all of them are allowed to participate in the discussions by conference call, video conference or any other electronic communication system, and (ii) such directors express their vote by prior written vote or by written vote transmitted by facsimile, electronic mail or by any other means of communication before the end of the meeting concerned. The respective minutes shall be subsequently executed by all the members present at the meeting. Third Paragraph The quorum required for the meeting of the Board of Directors shall be majority of the acting members. 16

17 Fourth Paragraph - The Board of Directors Meetings shall be chaired by its acting Chairman, who shall appoint the Secretary of the meeting, and the respective resolutions shall be adopted by the majority of votes of the members present thereat, and in case of an equality of votes, the Chairman shall have one casting vote. Fifth Paragraph Each Director, including the Board of Directors Chairman, shall be entitled to one vote in the resolutions of the Board of Directors subject to the provisions of paragraph 4 above. Sixth Paragraph - The minutes of meetings of the Board of Directors shall be kept in the Corporation's books. Article In addition to the duties set out in other provisions of these By-laws or the law, the Board of Directors shall be liable for: I. (a) fixing the Corporation s business general guidance; II. (b) fixing, within the limit set forth in article 9 these By-laws, the number of Directors of the Corporation. III.(c) electing, fixing any complementary and supplementary duties, as well as removing at any time the Executive Board members; IV.(d) supervising the management of the Executive Board s members; V. (e) resolving on calling of the General Meeting; (f) approving and reviewing the annual budget, the capital budget and the business plans; VI. (g) approving the industrial projects, setting forth the annual investment limit; (h) except for the events contemplated in the Corporation s annual budget, establishing the Management's authority for the acquisition or disposal of permanent assets and real estate, and authorizing the acquisition or disposal of permanent assets and real estate in an amount higher than the amount established for the Executive Board; VII. previously resolving on the practice of the following acts: (a) disposal of or encumbrance of real properties of the Corporation; (b) provision of any guarantees, sureties or any other securities, whether personal or collateral, to controlled corporations or third parties in the best interests of the Corporation, except for guarantees provided by the Corporation under residential lease agreements for its employees; (c) filling of high level positions and setting out of its compensation. (i) establishing the Executive Board's authority for the contracting of indebtedness, in the form of loans or issuance of securities or debt assumption, or any other legal transaction affecting the Corporation s capital structure, as well as authorizing the contracting of indebtedness in the form of loan or issuance of securities or debt assumption, or any other legal transaction affecting the Corporation s capital structure, in an amount higher than the amount defined for the Executive Board; VIII. choosing and removing any independent auditors; (j) establishing the Executive Board's authority for the constitution of real liens and for the provision of sureties and guarantees to its own obligations and/or its subsidiaries, and the 17

18 provision of surety by the Corporation in lease agreements in favor of its employees or affiliates during the term of its employment agreement, as well as authorizing the constitution of real liens and the provision of sureties and guarantees to its own and/or its subsidiaries' obligations, in an amount higher than the amount defined for the Executive Board; IX. (k) creating or removing any assistance and advisory committees, fixing their duties and compensation. X. (l) authorizing the purchase of stocks issued by the Corporation for purposes of cancellation or to be kept in treasury and subsequently disposed; XI. (m) declaring the prepayment of dividends and/or the payment of interest on equity provided for in article 32 in these By-laws; XII. (n) stating an opinion on the Management report to be prepared by the Board of Directors Chairman, and the accounts of the Executive Board with the independent auditors opinion before the disclosure of such documents; XIII. (o) resolving on the participations provided for in article 4, letter hd of these By-laws, as well as on the incorporation of subsidiaries, whether wholly owned or not; XIV. resolving on the issue of promissory notes by the Corporation for public distribution. (p) resolving on the issue of promissory notes by the Corporation for public distribution; (q) approving the Corporation s vote in corporate resolutions related to subsidiaries when the subject is: (i) acquisitions, mergers, incorporations, splits or sale of relevant assets, (ii) opening or closing of international subsidiaries; and (iii) indebtedness or capitalization higher than those approved in the annual budget; (r) approving the execution, amendment or termination of any agreements or covenants between the Corporation and affiliates (as defined by the Brazilian Securities and Exchange Commission), provided that non-approval of the execution, amendment or termination of agreements or covenants covered by this paragraph shall imply the nullity of the respective agreement or covenant; (s) defining the triple list of companies specialized in economic evaluation of companies, in order to prepare an appraisal report of the Corporation s stocks, in case of de-registration as publicly-held corporation and/or delisting Novo Mercado; and (t) issuing a favorable or negative statement regarding any public offering for the acquisition of stocks, the purpose of which is the stocks issued by the Corporation, by means of a prior reasoned opinion, disclosed within fifteen (15) days as of the publication of the invitation to public tender offer, which shall address, at least (i) the convenience and opportunity of the public tender offer regarding the interest of all stockholders and regarding the liquidity of the securities held by them; (ii) the repercussions of the public tender offer on the Corporation s interests; (iii) the strategic plans disclosed by the offeror with respect to the Corporation; (iv) other matters that the Board of Directors deems pertinent, as well as the information required by the applicable regulations established by the CVM. Article 18. The maximum total compensation of the Managers shall be fixed by the General Meeting, distribution of which shall be at Board of Directors discretion. SECTION II. EXECUTIVE BOARD 18

19 Article 19. The Corporation s Executive Board shall consist of not less than three (3) and not more than seven (7) effective members, whether stockholders or not, resident in the country, of which one Chief Executive Officer, one Investor Relations and Finance and Managing Director, one Human Resources Director, and the other Directors shall not have a specific designation. First Paragraph - The Executive Board members shall be elected for a term of office of one (1) year, and reelection is permitted. Second Paragraph The Executive Board s members shall be elected by the Board of Directors which may designate up to one-third (1/3) of all its members to hold offices in the Executive Board, and any of them may hold offices both in Board of Directors and in Executive Board, in accordance with the provisions set out in third paragraph of this article. Section II Executive Board Third Paragraph The offices of Board of Directors Chairman and Chief Executive Officer or chief executive of the Corporation may not be hold by the same person. Article In the event of absence or temporary prevention, the Executive Board s members shall be replaced, at Board of Directors Chairman discretion. Sole paragraph In the event of vacancy of any office in the Executive Board, the Board of Directors shall provide the office, if it deems proper. Article 20. The annual meetings of the Executive Board shall be held at least one time a month, on a date and time set forth by the Executive Board at the beginning of the respective term of office, and the extraordinary meetings of the Executive Board shall be held, when called by any of its members addressed to all members thereat. Article 21. (a) The Chief Executive Officer shall be liable for, among other duties which may be established by the Board of Directors: (i) the correct performance of the policies and guidelines set forth by the General Meeting and the Board of Directors; (ii) the presidency of the Executive Board s Meetings; and (iii) the determination of specific duties of each of the Officers, subject to the limits that may be determined by the Corporation s Board of Directors; (b) The Investor Relations and Finance and Managing Director shall be liable for, among other duties which may be established by the Board of Directors: (i) the management of financial and economic planning, control, systems and finances areas; (ii) the management of investor relations area; and (iii) other management activities; (c) Director without specific designation shall be liable for, among other duties which may be established by the Board of Directors. The performance of the guidelines set forth by the Board of Directors in their respective areas of activity. First Paragraph - The Board of Directors may establish duties and powers additional to those described above, as well as duties and powers to the Officers without specific designation, in accordance with the Corporation s interests. Second Paragraph - The Executive Board is liable for the management of the Corporation's business, and shall exercise its powers in accordance with the law, these By-laws, the resolutions of the General Meeting and the Board of Directors. Article 22 - Any acts and documents that imply liability or obligation for the Corporation shall be signed: 19

20 (a) by any two (2) Directors; (b) by any Director jointly with one (1) attorney-in-fact by means of a power-of-attorney granted with specific powers, appointed by any two (2) Directors jointly; or First paragraph - The minutes of meetings to be chaired by the Chief Executive Officer shall be kept in the Corporation's books. (c) by two (2) attorneys-in-fact by means of a power-of-attorney granted with specific powers, appointed by any two (2) Directors jointly. Second paragraph In order to resolve validly, the presence of a majority of the members is required, and the quorum of members shall be by simple majority, and the chairman of the meeting shall have a casting vote. First Paragraph. The Corporation may be represented by only one (1) Director or one (1) attorney-in-fact in the following cases: (a) when the act to be performed imposes a singular representation, it shall be represented by any Director or attorney-in-fact with special powers; and (b) in cases of correspondence that does not create obligations for the Corporation and the practice of acts of simple administrative procedures, including those practiced before governmental agencies, private and public stock corporations, the Brazilian Internal Revenue Service, the State Department of Treasury, the Municipal Department of Treasury, Trade Boards, Labor Court, INSS, FGTS and their collection banks and others of the same nature. Article 21. The Executive Board, within the limits set forth by law and by these By-laws, is empowered with management powers enabling the normal operation of the Corporation for which purpose it may practice all legal acts necessary for the creation, modification or termination of the obligations on behalf of the Corporation. Sole paragraph The Executive Board shall be liable for resolving on the provision of guarantees by the Corporation under residential lease agreements entered into by its employees. Second Paragraph - The Board of Directors may authorize the practice of other acts not provided for in First Paragraph above by only one of the members of the Executive Board or by an attorney-in-fact acting individually or by means of the approval of the criteria for delimiting competence which enable, in certain cases, the representation of the Corporation to only one Director or attorney-in-fact. Article 22. The Corporation s representation shall at all times be exercised in compliance with the following rules: (a) in the execution of agreements; the dispose of, purchase or encumbrance of any rights or fixed assets or investment accounts; the issuance of checks and any other negotiable instruments; the acceptance of any negotiable instruments; the provision of any other guarantees by the Corporation; the issuance of any document evidencing the disbursement or the commitment of any Corporation s funds, the joint signatures of any two members of the Executive Board or either of them with an attorney-in-fact or, further, the joint signatures of two attorneys-in-fact will be necessary; (b) in any legal actions or administrative proceedings, as well as for the practice of any acts before governmental agencies; for the endorsement of checks solely for deposit on bank checking account of the Corporation; for the issuance and endorsement of trade bills for collection, discount or guarantee, the individual signature of any member of the Executive Board or an attorney-in-fact with express and sufficient powers will be necessary. Third Paragraph - The Corporation shall be represented individually by any of the members of the Executive Board, without the formalities set forth in this article, in cases of service of process or judicial and extrajudicial notices and personal testimony. 20

21 First paragraph Article 23 The appointment of attorneys-in-fact shall be formalized by written and express power-of-attorney with the joint signatures of any two (2) members of the Executive Board, and the powers of attorney shall have their powers duly specified and their term of validity determined, except for the judicial powers of attorney, which may be for an indefinite term of validity. Article 24. The Executive Board, within the limits set forth by law and by these By-laws, is empowered with management powers enabling the normal operation of the Corporation for which purpose it may practice all legal acts necessary for the creation, modification or termination of the obligations on behalf of the Corporation. First Paragraph The Executive Board shall be liable for resolving on the provision of guarantees by the Corporation under residential lease agreements entered into by its employees. Second Paragraph - The acts performed by any director, attorney-in-fact or employee of the Corporation that obliges the Corporation regarding business and operations unrelated to the corporate purpose, without prejudice to civil or criminal liability, as the case may be, to which the party breaching this provision will be subject, are expressly forbidden and shall be null and void. Third Paragraph - The Corporation and any of its subsidiaries, whether direct or indirect, may operate derivatives in organized and/or over-the-counter markets, exclusively for the purpose of protecting them from variations of prices, interest rates and exchange rates. The Corporation shall submit the Market Risk Management Policy on an annual basis to the Board of Directors for evaluation and approval, which policy shall determine the parameters to be strictly observed by the Executive Board. Fourth Paragraph - Subject to the provisions of third paragraph above, the Corporation and any of its direct or indirect subsidiaries may not sell any option agreements (directly or indirectly) or enter into option agreements in which it acts as a grantor, except for corporations that have such activity in their corporate purpose. Call options means those options that entitle their holders to purchase the asset under the agreement on a certain date for a certain price; and put options means those options that entitle their holders to sell the asset under the agreement on a certain date for a certain price. For the purposes of this article, option agreements means those agreements that directly or indirectly, expressly or implicitly, provide any advantage to the Corporation in exchange for market volatility, i.e., when there is a risk of variation of the price of the asset under the agreement, including, but not limited to, any transactions in which the asset under the agreement is subject to dollar rate, gold price, commodities, government bonds, exchange variation and interest variation. Second paragraph Any of the members of the Executive Board or an attorney-in-fact specially appointed may give testimony on behalf of the Corporation, both in and out of court. Except as expressly authorized by the Board of Directors, the Company and any of its direct or indirect subsidiaries may not enter into agreements the termination of which, whether without cause or at the Corporation s initiative: (i) is strictly prohibited or may not be carried out within 90 days as of the date of sending the notice of termination to the counterparty; or (ii) results in the payment of any fine or penalty by the Corporation in an amount exceeding the corresponding to three (3) months of the remuneration owed under the agreement. Article 23. The members of the Executive Board shall be liable for the duties individually vested on them by these By-laws and additionally by the Board of Directors The Executive Board validly meets in the presence of two (2) Directors, one of them shall always be the Chief Executive Officer, and shall deliberate by a majority vote of those present at the meeting. The 21

22 Chief Executive Officer shall be granted a casting vote in case of a tie vote. First Paragraph - The Executive Board shall meet whenever called by the Chief Executive Officer or by the majority of its members. The Executive Board s meetings may be held by conference call, video conference or by any other means of communication that allows the identification and simultaneous communication between the Directors and all other persons present at the meeting. Second Paragraph - The calling to the meetings shall be made by means of a prior written notice delivered at least one (1) business day in advance, which shall include the agenda, date, time and place of the meeting. Third Paragraph - The minutes of the Executive Board s meetings shall be kept in the Corporation's books and signed by the Directors present at the meetings. SECTION IVV AUDIT COMMITTEE Article The Audit Committee, with all duties provided for in law, shall be permanent and composed of not less than three (3) effective members and three (3) alternates and not more than five (5) effective members and five (5) alternates, whether stockholders or not, elected by the Annual General Meeting, with a term of office which shall be valid until the date of the Annual General Meeting held in the fiscal year following the fiscal year in which the election was held. First paragraph The Audit Committee s members who are effectively in the exercise of their functions shall be entitled to monthly fees fixed by the General Meeting electing them, subject to the minimum value permitted by law. Second paragraph The Annual General Meeting shall set forth the number of members of the Audit Committee within the limits provided for in the introductory section of this article. SECTION V GENERAL MEETING Article 25. The General Meetings upon calling by the Board of Directors Chairman and in compliance with the provision set out by law and the article 18, item V of these By-laws shall be held in the Corporation s headquarters on a date and time contained in the respective notice, in order to resolve on the matters contained in agenda. Sole paragraph The Board of Directors Chairman shall preside the General Meeting and elect the Secretary from among the stockholders present thereat. Article 26. The Annual General Meeting to be held within the first four (4) months after the ending of the fiscal year is intended to comply with the corporate requirements in force. Article 27. The Extraordinary General Meeting shall be held whenever corporate interests require the manifestation of stockholders. Third Paragraph The incumbency of the Audit Committee s members shall be subject to the execution of the respective deed of incumbency and prior subscription of the Deed of Consent of the Executive Board s Members referred to in Novo Mercado Regulations, and the compliance with the applicable legal regulations. SECTION VI FISCAL YEAR, FINANCIAL STATEMENTS AND PROFITS Article The fiscal year will begin in January 1 st and end in December 31 th of each year, in 22

23 which base date with respect to which the financial statements and the statement of income for the fiscal year shall be prepared in compliance with the legal provisions. First paragraph The Corporation, upon resolution of the Board of Directors, may prepare interim balance sheets in June 30 th and September 30 th of each year, based on which the Board of Directors may declare annual dividend payment installments and/or the payment of interest on equity, as provided for in article 32. Second paragraph - Without prejudice to the provisions set out in first paragraph of this article, the Corporation may prepare other interim balance sheets at any time and upon resolution by the Board of Directors make the distribution of dividends and/or interest on equity based on the results calculated in them, in compliance with the provisions set out in article 204, first paragraph of Law No. 6,404/76. Sole Paragraph The Corporation may prepare semi-annual balance sheets or in shorter periods for the purposes of article 30 below. Article The accumulated losses, if any, and the provision for income tax will be deducted from the income for the fiscal year. First paragraph. Thereupon, The Board of Directors may propose to the General Meeting the Directors directors profit-sharing for the fiscal year shall be deducted, which may not exceed their annual compensation or one tenth (0.1) of the remaining profits after the deductions provided for in the introductory section of this articlearticle, whichever is lower. Second paragraph. Subject to the limits referred to in this article, the directors global profitsharing referred to above among the Directors shall be defined shall be established by the Board of Directors, and their distribution shall be at discretion of the Board of Directors Chairman and the directors mentioned in article 12. Article The Board of Directors shall propose to the Annual General Meeting the allocation of net income for the fiscal, of which five percent (5%) shall be mandatorily allocated for the legal reserve up to the maximum limit provided for in law, and also twenty percent (20%) of the capital stock and the portion necessary to create a reserve for contingences shall be allocated, when recommended under the circumstances. In the fiscal year in which the balance of the legal reserve plus capital reserve amounts referred to in article 182, first paragraph, of the Brazilian Corporation Law exceeds thirty percent (30%) of the capital stock, the allocation of part of the fiscal year s net to the legal reserve is not mandatory. First paragraph At least twenty-five percent (25%) of the remaining profit shall be allocated to the payment of mandatory annual dividends of the stockholders, and they may be paid as interest on equity in accordance with the applicable legislation. Second paragraph The remaining balance shall be allocated at discretion of the stockholders at General Meeting as proposed by the Board of Directors of the Corporation and strictly in compliance with the applicable legislation. Second Paragraph The remaining balances after the legal deductions and minimum dividends referred to in the first paragraph of this article shall be allocated in an annual installment, not exceeding fifty percent (50%) of the adjusted net income, to the formation of the statutory investment reserve, the purpose of which consists of financing the investment in operational assets, and this reserve may not exceed the capital stock. Third Paragraph The mandatory annual dividends shall be paid within a maximum period of 60 (sixty) days from the date of the respective General Meeting. 23

24 Fourth Paragraph The dividends not received or claimed will expire in 3 (three) years counted from the date they were made available to the stockholder and will benefit the Corporation. Article 31 Fifth Paragraph The dividend shall not be mandatory for the fiscal year on which the Board of Directors deems it inconsistent with the financial situation of the Corporation, in accordance with the provisions set forth in article 202, fourth paragraph of Law No. 6,404/76. Sole paragraph - In the event referred to in this article, the officers shall not be entitled to their statutory profit-sharing. Brazilian Corporation Law. Article 32. The dividend for each fiscal year may be paid in four quarterly installments, the first three of them consisting of payments of dividend for the fiscal year to be made on account of income for the fiscal year, retained earnings or profit reserves, in accordance with the provisions set forth in article 204, first and second paragraphs of Law No. 6,404/76 or paid to stockholders as interest on equity in accordance with the applicable legislation. Such payments of dividends and/or interest on equity shall be declared by the Board of Directors in the months of July and October in the current year to which they refer and in the month of January in the next year; the fourth installment of dividends and/or payment of interest on equity shall be declared at the Annual General Meeting. 30 Upon proposal of the Executive Board approved by the Board of Directors ad referendum of the General Meeting, the Corporation may anticipate the payment of mandatory annual dividends and/or interest on net equity, in accordance with the applicable legislation. Any amounts disbursed, net of withholding income tax, shall be charged to the amount of the mandatory annual dividend provided for in these Bylaws.. First paragraph - In the event of credit of dividends and/or interest on equity to the stockholders during the fiscal year and allocation of amount to the mandatory annual dividend, the stockholders shall receive the dividends which they are entitled to, and the stockholders shall be entitled to the payment of any remaining balance. If the amount of dividends and/or interest on equity is less than the credit received by them, the Corporation may not charge any exceeding balance for stockholders. Second paragraph - If the credit is made during the fiscal year, the actual payment of dividends and/or interest on equity shall be made upon resolution of the Board of Directors for the fiscal year and shall be paid within not later than sixty (60) days counted from the meeting of the Board of Directors which resolves on. Article 31 The General Meeting may resolve on the capitalization of capital or profit reserves, including those established in interim balance sheets under the applicable legislation. SECTION VII DISPOSAL OF THE CONTROLLING INTEREST, DE-REGISTRATION AS PUBLICLY-HELD CORPORATION AND DELISTING NOVO MERCADO Article 32 The Corporation s controlling interest shall be disposed in a single transaction or in a series of successive transactions under the condition precedent or subsequent that Purchaser shall be obliged to make the public offering for purchase of stocks of other stockholders of the Corporation ( IPO ) under the conditions and terms established by the applicable legislation and Novo Mercado Regulation, in order to ensure the same treatment to the Selling Controlling Stockholder. First paragraph - The public offering under this article will be required even: 24

25 (a) in case of assignment for value of any stock subscription rights and/or other securities or rights related to securities convertible into stocks which might result in Disposal of the Corporation s Controlling Interest; and (b) in case of disposal of the controlling interest of any entity having the controlling interest of the Corporation, and in this case, the Selling Controlling Stockholder shall be required to state to BM&FBOVESPA the amount assigned to the Corporation on such disposal and attach the documentation supporting the amount. Article 33 The one who acquires the Controlling Interest of the Corporation under a stock purchase agreement entered into with Controlling Stockholder involving any quantity of stocks shall be obliged to: (a) make the public offering under Article 32 of these By-laws; (b) pay, under the terms indicated below, a sum equal to the difference between the public offering price and the amount paid per stock eventually acquired in a stock exchange within six (6) months prior to the purchase date of the Corporation s Controlling Interest, duly adjusted until the payment date. Such amount must be distributed between all sellers of stocks of the Corporation on trading days on which acquisitions have been made by the Purchaser, in proportion to the net daily seller balance of each stock, and BM&FBOVESPA shall operate the distribution under its regulations. Article 34 The Corporation will not record any transfer of ownership of its stocks to the Purchaser or to any potential owners of the Controlling Interest, while the Consent of the Controlling Stockholders has not been signed by such stockholder(s) under Novo Mercado Regulation. Sole Paragraph No stockholder s agreement providing for the exercise of Controlling Interest shall be registered at the headquarters of the Corporation while its signatories have not subscribed the Consent of the Controlling Stockholders under Novo Mercado Regulation. Article 35 - If there is no Controlling Stockholder and BM&FBOVESPA determines that the prices of securities issued by the Corporation shall be disclosed separately or that the negotiation of the securities issued by the Corporation is suspended in Novo Mercado by virtue of non-compliance with obligations under Novo Mercado Listing Regulation, the Chairman of the Board of Directors shall convene within two (2) days from the determination, counting only such days when there is a circulation of newspapers normally used by the Corporation, a Special General Meeting to replace the entire Board of Directors. Article 36 In the IPO to be made by the Controlling Stockholder or by the Corporation for the de-registration as a publicly-held corporation, the minimum price to be offered shall correspond to the Economic Value assessed in an evaluation report under Article 37 of these By-laws, subject to the applicable regulatory and legal rules. Article 37 The evaluation report mentioned in Articles 39 and 40 of these By-laws shall be elaborated by a specialized institution or firm, with proven experience and independence towards the decision power of the Corporation, its managers and controlling stockholders, and the report shall further satisfy the requirements of article 8º, paragraph 1º, of the Brazilian Corporation Law, 25

26 and include the responsibility provided for in article 8º, paragraph 6º, of the Brazilian Corporation Law. First paragraph - The General Meeting is exclusively in charge of choosing the specialized institution or firm responsible for fixing the Economic Value of the Corporation, from the presentation by the Board of Directors of a list of three potential firms, and such resolution, without considering blank votes, shall be adopted by the majority of votes of the stockholders representing the Outstanding Stocks attending that meeting that, if held in a first call, shall have the attendance of stockholders representing at least twenty per cent (20%) of the total Outstanding Stocks or that, if held in a second call, may have the attendance of any number of stockholders representing the Outstanding Stocks. Second paragraph - The costs of preparation of the report shall be fully supported by the offeror. Article 38 The delisting of the Corporation from Novo Mercado shall be (i) previously approved in a General Meeting; and (ii) communicated to BM&FBOVESPA upon a written prior notice within thirty (30) days. Article 39 If the delisting of the Corporation from Novo Mercado is resolved so that the securities issued by the Corporation are admitted to be traded outside Novo Mercado, or due to a corporate reorganization transaction, at which the corporation resulting from such reorganization does not have its securities admitted to be traded on Novo Mercado within a hundred and twenty (120) days from the date of the general meeting that approved such transaction, the Controlling Stockholder shall file the IPO to purchase the stocks pertaining to the other stockholders of the Corporation, at least, at the respective Economic Value, to be assessed in an evaluation report prepared under Article 37 of these By-laws, subject to the applicable regulatory and legal rules. First Paragraph - If there is no Controlling Stockholder, and in the event the delisting of the Corporation from Novo Mercado is resolved so that the securities issued by the Corporation are admitted to be traded outside Novo Mercado, or due to a corporate reorganization transaction, at which the corporation resulting from such reorganization does not have its securities admitted to be traded on Novo Mercado within a hundred and twenty (120) days from the date of the General Meeting that approved such transaction, the delisting shall be subject to the IPO under the same conditions provided for in the introductory section of this article. Second Paragraph - The General Meeting referred to in paragraph 1º of this article shall define the people in charge of filing the IPO, who attending the General Meeting shall expressly assume the obligation of making the offering. Third Paragraph - In the lack of definition of the people in charge of filing the IPO described in paragraph 1º of this article, in the event of corporate reorganization, at which the corporation resulting from such reorganization does not have its securities admitted to be traded on Novo Mercado, the stockholders who voted in favor of the corporate reorganization shall file such IPO. Article 40 The delisting of Corporation from Novo Mercado due to non-compliance with obligations under Novo Mercado Regulation is subject to filing the IPO, at least, at the Economic Value of stocks, to be assessed in an evaluation report under Article 37 of these By-laws, subject to the applicable regulatory and legal rules. First Paragraph - The Controlling Stockholder shall file the IPO set forth in the introductory 26

27 section of this article. Second Paragraph - If there is no Controlling Stockholder, and if the delisting from Novo Mercado referred to in the introductory section is resolved in a General Meeting, the stockholders who voted in favor of the resolution which implied in such non-compliance shall file the IPO set forth in the introductory section. First paragraph To declare the three installments of the payment of dividends and/or interest on equity, the Board of Directors shall be rely on the balance sheets for the fiscal years ended in July 30, September 30 and December 31, respectively. The amount of the fourth installment of dividends and/or interest on equity shall be computed properly so that the total sum of the four installments amounts to dividend that the General Meeting decide to fix for the fiscal year, as proposed by the Board of Directors, in accordance with the mandatory dividend provided for in article 30, first paragraph. Third Paragraph - If there is no Controlling Stockholder, and the delisting from Novo Mercado referred to in the introductory section occurs by virtue of an act or fact of the management, the managers of the Corporation shall convene a stockholders general meeting, the agenda of which shall be the resolution on how to cure the non-compliance with the obligations under Novo Mercado Regulation or, if applicable, to resolve on the delisting of the Corporation from Novo Mercado. Second paragraph - The dividend and/or interest on equity shall be paid within not later than sixty (60) days as of the date of Board of Directors meeting or the General Meeting at which it was declared. Fourth Paragraph - In the event that the General Meeting mentioned in paragraph 3º above resolves on the delisting of the Corporation from Novo Mercado, such general meeting shall define the people in charge of filing the IPO set forth in the introductory section, who attending the meeting shall expressly assume the obligation of making the offering. Third paragraph The General Meeting may extend the term provided for in second paragraph of this article, but the payment of dividend and/or interest on equity shall at all times be made within the fiscal year in which it is declared. Article 41 - A single IPO may be filed for more than one of the purposes set for in this Section VII, in Novo Mercado Regulation or in the CVM rulings, provided that it is possible to facilitate the procedures of all IPO modalities, without prejudice to the qualified investors of the offering, and that the authorization of CVM shall be obtained when required by the applicable law. Fourth paragraph - The interim dividend and the interest on equity from time to time paid to stockholders shall be assigned, net of withholding income tax, to the amount of the mandatory annual dividend set forth in article 30, first paragraph of these By-laws. Article 42 The Corporation or stockholders in charge of filing the IPO provided for in this Section VII, in Novo Mercado Regulation or CVM rulings, may assure its filing through any stockholder, third party and, as the case may be, by the Corporation. The Corporation or the stockholder, as the case may be, are not exempted from the obligation of filing the IPO until it is completed, subject to the applicable rules. Section VIIVIII DISSOLUTION AND WINDING UP Article Upon dissolution of the Corporation, in the cases provided by law, or as determined by the General Meeting, the Board of Directors shall be maintained, which shall 27

28 appoint the liquidator and shall fix his compensation and remove him at any time. SECTION VIII - DISPOSIÇÃO TRANSITÓRIAIX RESOLUTION OF DISPUTES Article 34 -The capital stock may be increased upon resolution of the Board of Directors up to a maximum of Four Hundred Eighty-Three Million, Two hundred and Seventeen Thousand One Hundred and One ( ) preferred stocks in one or more installments, without any amendment to the by-laws. 44 The Corporation, its stockholders, Managers, and members of the Audit Committee undertake to resolve, by arbitration before the Arbitration Chamber of the Market, any and all dispute or conflict that may arise among them, related or arising from, particularly, the application, validity, effectiveness, interpretation, violation and its effects, of the provisions under these By-laws, the Brazilian Corporation Law, in the rules of the National Monetary Council, by Central Bank of Brazil and by CVM, as well as any other rules applicable to the capital market operation in general, besides those under the Novo Mercado Regulation, Novo 28

29 Mercado Listing Agreement, the Arbitration Regulation of the Arbitration Chamber of the Market, and Sanctions Regulation. First Paragraph - The arbitration court shall consist of three (3) arbitrators, appointed under the Arbitration Regulation of the Arbitration Chamber of the Market. Second Paragraph - The arbitration seat shall be the Municipality of São Paulo, State of São Paulo, Brazil. The language of arbitration shall be the Portuguese language. The arbitration proceedings and awards shall be rendered under the Brazilian law. Third Paragraph - Without prejudice to the validity of this arbitration clause, any preliminary orders or injunction relief may be filed by the parties to the Judicial Authority before the constitution of the arbitration court, under item of the Arbitration Regulation of the Arbitration Chamber of the Market. After the constitution of the arbitration court, any of such preliminary orders or injunction relief shall be directly sought to this arbitration court, and this arbitration court is hereby authorized to maintain, revoke, or modify said preliminary orders or injunction relief previously sought to the Judicial Authority, as the case may be. SECTION X TRANSITORY PROVISIONS Article 45 All matters not expressly dealt with herein shall be resolved by the General Meeting and set forth according to the provisions of the Brazilian Corporation Law, Novo Mercado Regulation and other applicable legal provisions. Article 46 In the event of prejudice to the rights of the qualified investors of public offering under these By-laws, the provisions of Novo Mercado Regulation shall prevail over the statutory provisions. Article 47 The capitalized words used and not expressly defined in these By-laws shall have the meaning assigned to them in Novo Mercado Regulation. Sole paragraph. The Board of Directors may, in accordance with article 172 of Law No. 6,404/76 and the provisions set out in introductory section of this article, issue non-voting preferred stocks, excluding the right of first refusal to subscription for the former stockholders, provided that the placement is made through the sale on the Stock Exchange, or public subscription.. Legend: Insertion Deletion Moved from Moved to 30

30 EXHIBIT V ORIGIN AND JUSTIFICATION OF AMENDMENTS TO THE BY-LAWS AND ANALYSIS OF THE ECONOMIC AND LEGAL EFFECTS CURRENT WORDING SECTION I - CORPORATE NAME, HEADQUARTERS, TERM OF DURATION AND PURPOSE Article 1. ALPARGATAS S.A., incorporated as of April 3, 1907, is a stock corporation organized by under these by-laws and under applicable legal provisions. (HIGHLIGHTED) SECTION I - CORPORATE NAME, HEADQUARTERS, TERM OF DURATION AND PURPOSE Article 1. ALPARGATAS S.A. ( Corporation ), incorporated as of April 3, 1907, is a stock stock corporation organized by under these by-laws ( By-laws ) and under applicable legal provisions. ORIGIN AND JUSTIFICATION OF (Unchanged) Provision adjusted for describing in details and creating a defined term to be used in the document. First Paragraph Upon admission of the Corporation into the special listing segment named Novo Mercado of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (respectively Novo Mercado and BM&FBOVESPA ), the Corporation, its stockholders, Officers and members of the Audit Committee are subject to the provisions of Novo Mercado Listing Regulations of BM&FBOVESPA S.A. ( Novo Mercado Regulations). Provision included as a result of admission into Novo Mercado. Article 2. The Corporation s registered offices and venue are located in the City of São Paulo, State of São Paulo, and the Corporation may open and close any branches and other offices Article 2. The Corporation s registered offices and venue are located in the City of São Paulo, State of São Paulo, and the Corporation may open and close any branches and other Provision adjusted in order to allow the opening and closing of companies abroad upon resolution of the Board of Directors 31

31 CURRENT WORDING in any location in the country, at Executive Board discretion, or abroad upon resolution adopted by the Board of Directors. (HIGHLIGHTED) in Brazil ( Country ), at Executive Board discretion, or. Upon resolution adopted by the Board of Directors, the Corporation may also open and close any companies abroad, provided that the respective branches may be opened and closed upon resolution adopted by the Board of Directors by the Executive Board. ORIGIN AND JUSTIFICATION OF, the branches of which may be opened and closed by the Executive Board. Article 3. The Corporation is organized for an indefinite term of duration. Article 4. The Corporation s purposes consist of: (a) the industrialization, manufacture, marketing and exportation of footwear, including those used as Personal Protective Equipment PPE, such as: safety boots and shoes; strings; fabrics and other textile artifacts; goods and clothing; leather goods; synthetic resin and natural or artificial rubber; and further sporting goods and any inputs and components of all these products; (b) the industrialization and marketing of packaging materials and parts and accessories for machines; (c) the importation and exportation of machines, components, accessories, equipment and raw materials; (d) the commercial representation of domestic or foreign companies, whether in the country or abroad; (e) the cultivation, preparation and marketing of any fiber species; (f) the exploration of industries or activities that are directly or indirectly related to its corporate Article 3. The Corporation is organized for an indefinite term of duration. Article 4. The Corporation s purposes consist of: (a) the industrialization, manufacture, marketing and exportation of footwear, including those used as Personal Protective Equipment PPE, such as: safety boots and shoes; strings; clothing goods and their accessories, sporting goods, leather goods, fabrics and other textile artifacts; goods and clothing; leather goods; synthetic resin and natural or artificial rubber; and further sporting goods, strings, and any other inputs and components of all these products; (b) the industrialization and marketing of packaging materials and parts and accessories for machines; (c exploration of any trademarks, patents and any other industrial or intellectual property rights; (c) the commercial representation of domestic or foreign companies, whether in the Country or abroad; (d) the participation in other companies, whether in the Country or abroad, whatever (unchanged) Provision adjusted for a simple readjustment of the wording of corporate purpose, without any relevant change in content. 32

32 CURRENT WORDING (g) the exploration of any trademarks, patents and any other intellectual or industrial property rights; (h) the participation in other companies, whether in the country or abroad, whatever its form or corporate purpose, as quota or shareholder. (HIGHLIGHTED) form or corporate purpose, as quota or shareholder; (e) the importation and exportation of machines, components, accessories, equipment and raw materials; (d) the commercial representation of domestic or foreign companies, whether in the Country or abroad; (f) the industrialization and marketing of packaging materials and parts and accessories for machines; (g) the cultivation, preparation and marketing of any fiber species; (f and (h) the exploration of industries or activities that are directly or indirectly related to its corporate purpose; (g) the exploration of any trademarks, patents and any other intellectual or industrial property rights; (h) the participation in other companies, whether in the country or abroad, whatever its form or corporate purpose, as quota or shareholder. ORIGIN AND JUSTIFICATION OF SECTION II CAPITAL AND STOCKS Article 5. The Corporation s paid-up capital is Six Hundred Forty-Eight Million Four Hundred Ninety-Seven Thousand Two Hundred and Thirty Brazilian Reais and Ninety-Seven cents (R$ 648,497,230.97), divided into Four Hundred and Seventy Million Four Hundred and Forty-Nine Thousand Seven Hundred and Seventy-Seven (470,449,777) book entry stocks, with no par value, of which Two Hundred and Forty-One SECTION II CAPITAL AND STOCKS Article 5. The Corporation s fully subscribed and paid-up capital stock is Six Hundred Forty-Eight Million Four Hundred Ninety-Seven Thousand Two Hundred and Thirty Brazilian Reais and Ninety-Seven cents (R$ 648,497,230.97), divided into Four Hundred and Seventy Million Four Hundred and Forty- Nine Thousand Seven Hundred and Seventy- Seven (470,449,777) book entry stocks, with (Unchanged) Provision adjusted for describing in details and reflecting the admission to Novo Mercado, the regulation of which requires that the capital stock is only divided into common stocks. 33

33 CURRENT WORDING Million Six Hundred and Eight Thousand Five Hundred and Fifty-One (241,608,551) are common stocks, and Two Hundred and Twenty-Eight Million Eight Hundred and Forty- One Thousand Two Hundred and Twenty-Six (228,841,226) are preferred stocks. (HIGHLIGHTED) no par value, of which Two Hundred and Forty-One Million Six Hundred and Eight Thousand Five Hundred and Fifty-One (241,608,551) are common stocks, and Two Hundred and Twenty-Eight Million Eight Hundred and Forty-One Thousand Two Hundred and Twenty-Six (228,841,226) are preferred stocks Four Hundred and Seventeen Million, Six Hundred and Forty Thousand, Two Hundred and Sixty-Three (417,640,263) common book entry stocks, with no par value. ORIGIN AND JUSTIFICATION OF First Paragraph. The Board of Directors shall be liable for fixing the price of stocks to be issued from capital increases, and one portion of such price may be intended to the formation of capital reserve, as prescribed by law. Second Paragraph. If the subscribed stocks are not paid-up within the term set forth for this purpose, the subscribers shall be lawfully in default, and the subscribers shall pay interest and inflation adjustment to the Corporation, plus a penalty of five percent (5%) over the amount of the installment. Third Paragraph. The existing outstanding preferred stocks may be issued without any proportion set out in respect of the common stocks, provided that the total preferred stocks do not exceed the limit of two-thirds (2/3) of First Paragraph. The Board of Directors shall be liable for fixing the price of stocks to be issued from capital increases, and one portion of such price may be intended to the formation of capital reserve, as prescribed by law. Second Third Paragraph. If the subscribed stocks are not paid-up within the term set forth for this purpose, the subscribers shall be lawfully in default, and the subscribers shall pay interest and inflation adjustment to the Corporation, plus a penalty of five percent (5%) over the amount of the installment. Third Paragraph. The existing outstanding preferred stocks may be issued without any proportion set out in respect of the common stocks, provided that the total preferred stocks do not exceed the limit of two-thirds (2/3) of (Unchanged) Change in the number of Article. Provision excluded as a result of admission into Novo Mercado, the regulation of which requires that the capital stock is only divided into common 34

34 CURRENT WORDING (HIGHLIGHTED) the total stocks issued. the total stocks issued. stocks. ORIGIN AND JUSTIFICATION OF Article 4. The Board of Directors may grant any stock purchase options, according to the purchase option or stocks subscription plans approved by the General Meeting, to its officers, employees and/or service providers, as well as to its subsidiary company s officers, employees and/or service providers. The stockholders shall not be entitled to preemptive rights, whether in the grant or in the exercise of any stocks purchase option. Provision included with regard to the grant of stock purchase plans. Article 6. The preferred stocks shall be entitled to dividends per preferred stock at ten percent (10%) higher than the dividend ascribed to each of the common stocks of the Corporation, and they shall have priority to the return on capital in the event of Corporation s winding up, without premium, up to the amount of the portion of capital represented by such stocks. Article 7. All Corporation s stocks are bookentry stocks, without certificate issuance, and they are maintained on a deposit account in the name of their holders with a financial institution designated by the Board of Directors. Article 6. The preferred stocks shall be entitled to dividends per preferred stock at ten percent (10%) higher than the dividend ascribed to each of the common stocks of the Corporation, and they shall have priority to the return on capital in the event of Corporation s winding up, without premium, up to the amount of the portion of capital represented by such stocks. Article 76. All Corporation s stocks are book-entry stocks, without certificate issuance, and they are maintained on a deposit account in the name of their holders with a financial institution authorized by the Brazilian Securities and Exchange Commission ( CVM ) and designated by the Provision excluded as a result of admission into Novo Mercado, the regulation of which requires that the capital stock is only divided into common stocks. Adjustment of number and wording. 35

35 CURRENT WORDING Article 8. Each common stock is entitled to one vote on the General Meeting s resolutions; the preferred stocks are not entitled to vote. (HIGHLIGHTED) Sole Paragraph The cost of transfer and registration, as well as the cost of the service related to the book entry stocks may be charged against the stockholder by the bookkeeping institution, as defined in the stocks bookkeeping agreement. Article 7 - The stocks representing the capital stock shall be indivisible with respect to the Corporation and are entitled to one vote on the General Meeting s resolutions. Article 8 The Corporation may not create nor issue preferred stocks and beneficiary parties. Article 8. Each common stock is entitled to one vote on the General Meeting s resolutions; the preferred stocks are not entitled to vote. ORIGIN AND JUSTIFICATION OF Provision included to establish the possibility of collection, by the bookeeping agent, of costs of transfer and record of stocks, under Article 35, par. 3º, of Law no /76. Provision adjusted for describing in detail. Provision included as a result of admission into Novo Mercado. Provision excluded as a result of admission to Novo Mercado, the regulation of which requires that the capital stock is only divided into common stocks. SECTION III - MANAGEMENT Article 9. The Corporation will be managed by a Board of Directors consisting of not less than five (5) and not more than six (6) effective members and by an equal number of alternates SECTION III MANAGEMENT GENERAL MEETING Article 913 The Company shall be managed by one Board of Directors and one Executive Board. Change in the number of Section. Provision adjusted for convenience of wording purposes, so that the structures of the Board of Directors and 36

36 CURRENT WORDING all of them stockholders resident in the country, and by an Executive Board consisting of three (3) to six (6) members, whether stockholders or not, also resident in the country, of which one Chief Executive Officer, one Investor Relations and Finance and Managing Director, one Human Resources Director, and the other members are Business Directors. First Paragraph The Board of Directors members shall be elected by the General Meeting. Second Paragraph The Executive Board s members shall be elected by the Board of Directors which may designate up to one-third (1/3) of all its members to hold offices in the Executive Board, and any of them may hold offices both in Board of Directors and in Executive Board, in accordance with the provisions set out in fourth paragraph of this article. (HIGHLIGHTED) Article 14 The Board of Directors shall consist of not less than five (5) and not more than nine (9) effective members, and the General Meeting may elect an equal number of alternates, all of them elected and removable by the General Meeting. Article 19. The Corporation s Executive Board shall consist of not less than three (3) and not more than seven (7) effective members, whether stockholders or not, resident in the country, of which one Chief Executive Officer, one Investor Relations and Finance and Managing Director, one Human Resources Director, and the other Directors shall not have a specific designation. First Paragraph The Board of Directors members shall be elected by the General Meeting. Artigo 19 - Second Paragraph The Executive Board s members shall be elected by the Board of Directors which may designate up to one-third (1/3) of all its members to hold offices in the Executive Board, and any of them may hold offices both in Board of Directors and in Executive Board, in accordance with the provisions set out in fourththird paragraph of this article ORIGIN AND JUSTIFICATION OF Executive Board are treated as specific, as well as to change the structure of management bodies of the corporation. Provision excluded for convenience purposes. Adjustment of wording and crossreference. 37

37 CURRENT WORDING Third Paragraph The Executive Board s members shall have the following duties: I. - The Chief Executive Officer shall be liable for: a) the correct performance of the policies and guidelines set forth by the General Meeting and the Board of Directors; b) the presidency of the Executive Board s Meetings; (HIGHLIGHTED) Third Paragraph The Executive Board s members shall have the following duties: Article 21: (a) The Chief Executive Officer shall be liable for, among other duties which may be established by the Board of Directors: (i) the correct performance of the policies and guidelines set forth by the General Meeting and the Board of Directors; (ii) the presidency of the Executive Board s Meetings; and (iii) the determination of specific duties of each of the Officers, subject to the limits that may be determined by the Corporation s Board of Directors; ORIGIN AND JUSTIFICATION OF Adjustment of wording. Provision adjusted for a more convenient wording and inclusion of the Chief Executive Officer s competence. II. The Investor Relations and Finance and Managing Director shall be liable for: a) the management of financial and economic planning, control, systems and finances areas; b) the management of investor relations area; and c) other management activities; (b) The Investor Relations and Finance and Managing Director shall be liable for, among other duties which may be established by the Board of Directors: (i) the management of financial and economic planning, control, systems and finances areas; (ii) the management of investor relations area; and (iii) other management activities; Provision adjusted for a more convenient wording. III. The Human Resources Director shall be liable for the management of human resources area through performance of the guidelines III. The Human Resources Director shall be liable for the management of human resources area through performance of the Provision excluded by virtue of extinction of the office of Human Resources Director. 38

38 CURRENT WORDING set forth by the Board of Directors; (HIGHLIGHTED) set forth by the Board of Directors; ORIGIN AND JUSTIFICATION OF IV. The Business Directors shall be liable for the performance of guidelines set forth by the Board of Directors in their respective areas of activity. Fourth Paragraph The offices of Board of Directors Chairman and Chief Executive Officer or chief executive of the Corporation may not be hold by the same person. IV. The Business Directors shall be liable for (c) Director without specific designation shall be liable for, among other duties which may be established by the Board of Directors. The performance of the guidelines set forth by the Board of Directors in their respective areas of activity First Paragraph - The Board of Directors may establish duties and powers additional to those described above, as well as duties and powers to the Officers without specific designation, in accordance with the Corporation s interests. Fourth Article 19, Third Paragraph The offices of Board of Directors Chairman and Chief Executive Officer or chief executive of the Corporation may not be hold by the same person. Provision adjusted as a result of the creation of the office of Director without an specific designation. Provision included for explaining the possibility of assigning additional competences to the Directors. Adjustment of wording and reference. 39

39 CURRENT WORDING Article 10 Upon admission of the Corporation into the special listing segment named Corporate Governance Level 1 of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros ( BM&FBOVESPA ), the Corporation, its stockholders, Officers and members of the Audit Committee, when constituted, are subject to the provisions of Listing Rules of the Corporate Governance Level 1 of BM&FBOVESPA S.A. ( Rules of Level 1). (HIGHLIGHTED) Article 10 Upon admission of the Corporation into the special listing segment named Corporate Governance Level 1 of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros ( BM&FBOVESPA ), the Corporation, its stockholders, Officers and members of the Audit Committee, when constituted, are subject to the provisions of Listing Rules of the Corporate Governance Level 1 of BM&FBOVESPA S.A. ( Rules of Level 1). ORIGIN AND JUSTIFICATION OF Provision excluded as a result of admission into Novo Mercado. First Paragraph The Corporation, its Managers and stockholders shall comply with the provisions of the Regulations for Listing Issuers and Admission to Trading Securities, including the rules regarding the withdrawal and exclusion of trading of securities admitted to trading on the Organized Markets managed by BM&FBOVESPA. Article 11 The Board of Directors members shall be elected for a term of office of two (2) years and the Executive Board s members shall be elected for a term of office of one (1) year, in both cases reelection is permitted.. First Paragraph The Corporation, its Managers and stockholders shall comply with the provisions of the Regulations for Listing Issuers and Admission to Trading Securities, including the rules regarding the withdrawal and exclusion of trading of securities admitted to trading on the Organized Markets managed by BM&FBOVESPA. Article 11 14, First Paragraph The Board of Directors members shall be elected for a term of office of two (2) years and the and reelection is permitted. Article 19. First Paragraph The Executive Board s members shall be elected for a term of office of one (1) year, in both cases and reelection is permitted. Provision excluded for convenience purposes. Provisions adjusted for convenience of wording and changing in the term of office of the members of the Board of Directors, that shall be consolidated, under provisions of Novo Mercado Regulation. 40

40 CURRENT WORDING First paragraph The Board of Directors or Executive Board s term of office will be extended until the appointment of the new elected officers. Second paragraph The elected alternate to fill the vacant position shall complete the term of office of the substituted member. Article 12. The maximum total compensation of the officers shall be fixed by the General Meeting, distribution of which shall be at Board of Directors Chairman discretion together with two directors appointed on an annual basis by the same Board. Article 13. The officers will be empowered in their respective offices upon execution of deeds of incumbency kept on the respective books of minutes of the Board of Directors and the Executive Board s meetings, whose signature shall be effective within thirty (30) days following the election. (HIGHLIGHTED) Article 13. First Third paragraph The Board of Directors or Executive Board s term of office will be extended until the appointment of the new elected officers. Article 13. Second Fourth paragraph - The elected alternate to fill the vacant position shall complete the term of office of the substituted member. Article The maximum total compensation of the officersmanagers shall be fixed by the General Meeting, distribution of which shall be at Board of Directors Chairman discretion together with two directors appointed on an annual basis by the same Board. Article 1313, First Paragraph. The officers will be empowered in their respective offices upon execution of deeds of incumbency kept on the respective books of minutes of the Board of Directors and the Executive Board s meetings, whose signature shall be effective within thirty (30) days following the election. The incumbency of the managers shall be subject to the execution of the respective deed of incumbency registered in the proper book within thirty (30) days following the election and prior subscription of the Managers Deed of Consent referred to in Novo Mercado Regulation, and the compliance with the applicable legal regulations. ORIGIN AND JUSTIFICATION OF Change in the number of Article. Change in the number of Article. Provision adjusted in order to assign to the Board of Directors the competence to determine the global remuneration of managers approved in a General Meeting. Provision adjusted for convenience of wording and as a result of admission into Novo Mercado. 41

41 CURRENT WORDING Sole paragraph If the deed is not executed within thirty (30) days following the appointment, it shall be void, unless a justification is accepted by the management board to which the officer has been elected. (HIGHLIGHTED) Sole paragrapharticle 13, Second Paragraph If the deed of incumbency is not executed within thirty (30) days following the appointment, it shall be void, unless a justification is accepted by the management board to which the officer has been elected. ORIGIN AND JUSTIFICATION OF Adjustment of wording. Article 14. In addition to the deed referred to in Article 13 above, the incumbency of the Board of Directors and Executive Board s members shall be also subject to prior signature of the Consent Deed of Officers, in accordance with the provisions of the Rules of Level 1, as well as to satisfaction of the applicable legal requirements. No correspondence This article was included in the wording of Article 13, 1º. Section I Board of Directors SECTION I BOARD OF DIRECTORS (Unchanged) 42

42 CURRENT WORDING (HIGHLIGHTED) Article 14, Second Paragraph - At least twenty percent (20%) of the members of the Corporation's Board of Directors shall be Independent Directors, as defined in Novo Mercado Regulation, and expressly declared as such in the Minutes of the General Meeting electing them. The director(s) elected pursuant to article 141, paragraphs 4 and 5 of Law 6,404/76 shall also be deemed as independent director(s). If there is a fractional number as a result of the compliance with the percentage referred to in this paragraph, it shall be rounded off in accordance with Novo Mercado Regulations. ORIGIN AND JUSTIFICATION OF Provision included as a result of admission into Novo Mercado. Article 15. The Board of Directors shall elect from among its members one Chairman, and the other members shall be simply designated as Directors. Article The Board of Directors shall elect from among its members one Chairman, and the other members shall be simply designated as Directors. and one Vice Chairman, by the majority of the votes of the Directors present at the first meeting of the Board of Directors held after the incumbency of such members, or in the event of waiver or vacancy in those positions. Provision adjusted for creating the office of Vice-Chairman of the Board of Directors and including the procedures to be adopted for election of the Chairman and Vice-Chairman of the Board of Directors. Article 16. In the event of his absence, the Chairman shall appoint an alternate from among the other effective Directors. The Chairman s alternate shall take over as simple director. Article 16.15, Second Paragraph In the event of his temporary absence or prevention, the Chairman shall appoint an alternate from among the other effective Directors. Provision adjusted for changing procedures to be adopted in case of absence or temporary prevention 43

43 CURRENT WORDING In the event of prevention or vacancy, the Board shall elect the new Chairman, pursuant to Article 15. (HIGHLIGHTED) The Chairman shall be replaced by the Vice Chairman, without any further formality. In this case, the substitute of the Chairman of the Board of Directors shall take the office as a simple director. In the event of definitive prevention or vacancy of the Chairman, the Board shall elect the new Chairman, pursuant to Article 15. ORIGIN AND JUSTIFICATION OF of the Chairman of the Board of Directors. First paragraph In the event of absences or prevention of other effective members, each member shall be replaced by his respective alternate. Article 15, First paragraph In the event of absences or prevention of other effective members, each member shall be replaced by his respective alternate. Upon occurrence of vacancy in the position of Director, and if there is no alternate directors, the Board of Directors will elect as many substitute directors as there are vacant positions, and the directors elected under the terms of this Article shall have their term of office ended in the next General Meeting held. Provision adjusted for including the procedure to be adopted in case of vacancy in the office of a member of the Board of Directors, without an alternate elected for substitution. Second paragraph Upon occurrence of vacancies that reduce the Board of Directors to a number lower than the majority of its elected members, a General Meeting shall be called in Third Paragraph In the event of temporary absence or prevention of the Chairman or Vice Chairman, the other members of the Board of Directors appointed by the other Directors shall act as Chairman. Second paragraph Upon occurrence of vacancies that reduce the Board of Directors to a number lower than the majority of its elected members, a General Meeting shall be Provision included for defining procedures to be adopted in case of absence or temporary prevention of the Chairman and Vice-Chairman of the Board of Directors. Provision excluded for convenience purposes. 44

44 CURRENT WORDING order to elect the alternates, who shall complete the term of office of the substituted members. Article 17. The annual meetings of the Board of Directors shall be held at least six times a year on a date and time to be fixed by the Board of Directors at the beginning of the respective term of office, and the extraordinary meetings of the Board of Directors shall be held, when called by its Chairman or by onethird of its members, upon at least five (5) days prior notice to the meeting s date. (HIGHLIGHTED) called in order to elect the alternates, who shall complete the term of office of the substituted members. Article The annual meetings of the Board of Directors shall be held at least six (6) times a year on a date and time to be fixed by the Board of Directors at the beginning of the respective term of officein the annual corporate calendar, and the extraordinary meetings of the Board of Directors shall be held, when called by its Chairman or by onethird (1/3) of its members, upon at least five (5) days prior notice to the meeting s date. First Paragraph The meetings shall be called upon written notice sent by letter, telegram, facsimile, or any other means allowing the receipt of the convening by the addressee, which shall contain the agenda, place and time in which the meeting shall be held and shall be followed by documentation relating to the agenda. Without prejudice to the foregoing, in the event of emergency, the meetings of the Board of Directors may exceptionally be convened with two (2) business days in advance. ORIGIN AND JUSTIFICATION OF Provision adjusted for changing the methodology of the definition of annual meetings of the Board of Directors. Provision included for defining the means of convening meetings of the Board of Directors. Second Paragraph - The prior notice referred to in this Article shall be waived if all members of the Board of Directors are present at the meeting. The members of the Board of Directors may participate and vote in meetings Provision included for defining the hypothesis of waiving a call for meetings of the Board of Directors and participation of a member of the Board of Directors 45

45 CURRENT WORDING (HIGHLIGHTED) of the Board, even if they are not physically present at such meetings, provided that (i) all of them are allowed to participate in the discussions by conference call, video conference or any other electronic communication system, and (ii) such directors express their vote by prior written vote or by written vote transmitted by facsimile, electronic mail or by any other means of communication before the end of the meeting concerned. The respective minutes shall be subsequently executed by all the members present at the meeting. ORIGIN AND JUSTIFICATION OF not in person. First paragraph The quorum of members for the Board of Directors Meeting shall be of, at least, the majority of its elected members. Second paragraph The Board of Directors Meetings shall be chaired by its Chairman, and the respective resolutions shall be adopted by the majority of votes of the members present thereat, and in case of an equality of votes, the Chairman shall have one casting vote. First Third paragraph The quorum of members for the Board of Directors Meeting shall be of, at least, the majority of its elected the acting members. SecondFourth Paragraph - The Board of Directors Meetings shall be chaired by its acting Chairman, who shall appoint the Secretary of the meeting, and the respective resolutions shall be adopted by the majority of votes of the members present thereat, and in case of an equality of votes, the Chairman shall have one casting vote. Fifth Paragraph Each Director, including the Board of Directors Chairman, shall be entitled to one vote in the resolutions of the Board of Directors subject to the provisions of Adjustment of wording. Provision adjusted for including the designation of a secretary of the meeting of the Board of Directors. Provision included to explain the right of vote assigned to each one of the members of the Board of Directors. 46

46 CURRENT WORDING Third paragraph - The minutes of meetings of the Board of Directors shall be kept in the Corporation's books. Article 18. In addition to the duties set out in other provisions of these by-laws or the law, the Board of Directors shall be liable for: I. fixing the Corporation s business general guidance; II. fixing, within the limit set forth in article 9, the number of Directors of the Corporation. III. electing, fixing any complementary and supplementary duties, as well as removing at any time the Executive Board members; IV. supervising the management of the Executive Board s members; V. resolving on calling of the General Meeting; VI. approving the industrial projects, setting forth the annual investment limit; VII. previously resolving on the practice of the following acts: (a) disposal of or encumbrance of real properties of the Corporation; (b) provision of any guarantees, sureties or any other securities, whether personal or collateral, to controlled corporations or third parties in the best interests of the Corporation, except for guarantees provided by the Corporation under residential lease agreements for its employees; (c) filling of high level positions and setting out (HIGHLIGHTED) fourth paragraph above. ThirdSixth paragraph - The minutes of meetings of the Board of Directors shall be kept in the Corporation's books. Article In addition to the duties set out in other provisions of these By-laws or the law, the Board of Directors shall be liable for: I. (a) fixing the Corporation s business general guidance; II. (b) fixing, within the limit set forth in article 9 these By-laws, the number of Directors of the Corporation. III.(c) electing, fixing any complementary and supplementary duties, as well as removing at any time the Executive Board members; IV.(d) supervising the management of the Executive Board s members; V. (e) resolving on calling of the General Meeting; (f) approving and reviewing the annual budget, the capital budget and the business plans; VI. (g) approving the industrial projects, setting forth the annual investment limit; (h) except for the events contemplated in the Corporation s annual budget, establishing the Management's authority for the acquisition or disposal of permanent assets and real estate in an amount higher than the amount established for the Executive Board; ORIGIN AND JUSTIFICATION OF Change in the number of Article. Provision adjusted to reflect the Board of Directors changes of competences, in order to give more participation and inspecting power to the Board of Directors with regard to matters considered relevant to the Corporation. 47

47 CURRENT WORDING of its compensation. VIII. choosing and removing any independent auditors; IX. creating or removing any assistance and advisory committees, fixing their duties and compensation. X. authorizing the purchase of stocks issued by the Corporation for purposes of cancellation or to be kept in treasury and subsequently disposed; XI. declaring the prepayment of dividends and/or the payment of interest on equity provided for in article 32; XII. stating an opinion on the Management report to be prepared by the Board of Directors Chairman, and the accounts of the Executive Board with the independent auditors opinion before the disclosure of such documents; XIII. resolving on the participations provided for in article 4, letter h, as well as on the incorporation of subsidiaries, where wholly owned or not; XIV. resolving on the issue of promissory notes by the Corporation for public distribution. (HIGHLIGHTED) VII. previously resolving on the practice of the following acts: (a) disposal of or encumbrance of real properties of the Corporation; (b) provision of any guarantees, sureties or any other securities, whether personal or collateral, to controlled corporations or third parties in the best interests of the Corporation, except for guarantees provided by the Corporation under residential lease agreements for its employees; (c) filling of high level positions and setting out of its compensation. (i) establishing the Executive Board's authority for the contracting of indebtedness, in the form of loans or issuance of securities or debt assumption, or any other legal transaction affecting the Corporation s capital structure, as well as authorizing the contracting of indebtedness in the form of loan or issuance of securities or debt assumption, or any other legal transaction affecting the Corporation s capital structure, in an amount higher than the amount defined for the Executive Board; VIII. choosing and removing any independent auditors; (j) establishing the Executive Board's authority for the constitution of real liens and for the provision of sureties and guarantees to its own obligations and/or its subsidiaries, and the provision of surety by the Corporation in lease agreements in favor of its employees or affiliates during the term of its employment agreement, as well as authorizing the constitution of real liens and the provision of ORIGIN AND JUSTIFICATION OF 48

48 CURRENT WORDING (HIGHLIGHTED) sureties and guarantees to its own and/or its subsidiaries' obligations, in an amount higher than the amount defined for the Executive Board; IX. (k) creating or removing any assistance and advisory committees, fixing their duties and compensation. X. (l) authorizing the purchase of stocks issued by the Corporation for purposes of cancellation or to be kept in treasury and subsequently disposed; XI. (m) declaring the prepayment of dividends and/or the payment of interest on equity provided for in article 32 in these Bylaws; XII. (n) stating an opinion on the Management report to be prepared by the Board of Directors Chairman, and the accounts of the Executive Board with the independent auditors opinion before the disclosure of such documents; XIII. (o) resolving on the participations provided for in article 4, letter hd of these By-laws, as well as on the incorporation of subsidiaries, whether wholly owned or not; XIV. resolving on the issue of promissory notes by the Corporation for public distribution. (p) resolving on the issue of promissory notes by the Corporation for public distribution; ORIGIN AND JUSTIFICATION OF 49

49 CURRENT WORDING (HIGHLIGHTED) (q) approving the Corporation s vote in corporate resolutions related to subsidiaries when the subject is: (i) acquisitions, mergers, incorporations, splits or sale of relevant assets, (ii) opening or closing of international subsidiaries; and (iii) indebtedness or capitalization higher than those approved in the annual budget; (r) approving the execution, amendment or termination of any agreements or covenants between the Corporation and affiliates (as defined by the Brazilian Securities and Exchange Commission), provided that nonapproval of the execution, amendment or termination of agreements or covenants covered by this paragraph shall imply the nullity of the respective agreement or covenant; (s) defining the triple list of companies specialized in economic evaluation of companies, in order to prepare an appraisal report of the Corporation s stocks, in case of de-registration as publicly-held corporation and/or delisting Novo Mercado; and (t) issuing a favorable or negative statement regarding any public offering for the acquisition of stocks, the purpose of which is the stocks issued by the Corporation, by means of a prior reasoned opinion, disclosed within fifteen (15) days as of the publication of the invitation to public tender offer, which shall address, at least (i) the convenience and opportunity of the public tender offer, which ORIGIN AND JUSTIFICATION OF 50

50 CURRENT WORDING (HIGHLIGHTED) shall address, at least (i) the convenience and opportunity of the public tender offer regarding the interest of all stockholders and regarding the liquidity of the securities held by them; (ii) the repercussions of the public tender offer on the Corporation s interests; (iii) the strategic plans disclosed by the offeror with respect to the Corporation; (iv) other matters that the Board of Directors deems pertinent, as well as the information required by the applicable regulations established by the CVM. ORIGIN AND JUSTIFICATION OF Section II. Executive Board SECTION II. EXECUTIVE BOARD (Unchanged) Article 19. In the event of absence or temporary prevention, the Executive Board s members shall be replaced, at Board of Directors Chairman discretion. Article In the event of absence or temporary prevention, the Executive Board s members shall be replaced, at Board of Directors Chairman discretion. Sole Paragraph - In the event of vacancy of any office in the Executive Board, the Board of Directors shall provide the office, if it deems proper. Provision adjusted for including the actions to be taken in case of vacancy of any of the Executive Board s positions. 51

51 CURRENT WORDING Sole paragraph In the event of vacancy of any office in the Executive Board, the Board of Directors shall provide the office, if it deems proper. Article 20. The annual meetings of the Executive Board shall be held at least one time a month, on a date and time set forth by the Executive Board at the beginning of the respective term of office, and the extraordinary meetings of the Executive Board shall be held, when called by any of its members addressed to all members thereat. First paragraph - The minutes of meetings to be chaired by the Chief Executive Officer shall be kept in the Corporation's books. (HIGHLIGHTED) Sole paragraph In the event of vacancy of any office in the Executive Board, the Board of Directors shall provide the office, if it deems proper. Article 20.25, First Paragraph- The annual meetings of the Executive Board shall be held at least one time a month, on a date and time set forth by the Executive Board at the beginning of the respective term of office, and the extraordinary meetings of the Executive Board shall be held, when called by any of its members addressed to all members thereat whenever called by the Chief Executive Officer or by the majority of its members. The Executive Board s meetings may be held by conference call, video conference or by any other means of communication that allows the identification and simultaneous communication between the Directors and all other persons present at the meeting. Second Paragraph - The calling to the meetings shall be made by means of a prior written notice delivered at least one (1) business day in advance, which shall include the agenda, date, time and place of the meeting. First paragraph - The minutes of meetings to be chaired by the Chief Executive Officer shall be kept in the Corporation's books. ORIGIN AND JUSTIFICATION OF Provision is included in the introductory section of Article 20. Provision adjusted for (i) changing how often the Executive Board s meetings are held; and (ii) including the possibility to attend meetings not in person. Provision included for defining the rules for convening Executive Board s meetings. Adjustment of wording. 52

52 CURRENT WORDING Second paragraph In order to resolve validly, the presence of a majority of the members is required, and the quorum of members shall be by simple majority, and the chairman of the meeting shall have a casting vote. (HIGHLIGHTED) Article 25. Third Paragraph. The minutes of the Executive Board s meetings shall be kept in the Corporation's books and signed by the Directors present at the meetings. Second paragraph In order to resolve validly, the presence of a majority of the members is required, and the quorum of members shall be by simple majority, and the chairman of the meeting shall have a casting vote. Article 25 - The Executive Board validly meets in the presence of two (2) Directors, one of them shall always be the Chief Executive Officer, and shall deliberate by a majority vote of those present at the meeting. The Chief Executive Officer shall be granted a casting vote in case of a tie vote. ORIGIN AND JUSTIFICATION OF Provision adjusted for determining the obligatory attendance of the Chief Executive Officer in the Executive Board s meeting. Article 21. The Executive Board, within the limits set forth by law and by these By-laws, is empowered with management powers which allow the normal operation of the Corporation for which purpose it may practice all legal acts necessary for the creation, modification or termination of the obligations on behalf of the Corporation. Sole paragraph The Executive Board shall be liable for resolving on the provision of guarantees by the Corporation under residential lease agreements entered into by its employees. Article The Executive Board, within the limits set forth by law and by these Bylaws, is empowered with management powers which allow the normal operation of the Corporation for which purpose it may practice all legal acts necessary for the creation, modification or termination of the obligations on behalf of the Corporation. Sole Paragraph First Paragraph - The Executive Board shall be liable for resolving on the provision of guarantees by the Corporation under residential lease agreements entered into by its employees. Change in the number of the Article. Change in the number of the Article. 53

53 CURRENT WORDING (HIGHLIGHTED) Second Paragraph - The acts performed by any director, attorney-in-fact or employee of the Corporation that obliges the Corporation regarding business and operations unrelated to the corporate purpose, without prejudice to civil or criminal liability, as the case may be, to which the party breaching this provision will be subject, are expressly forbidden and shall be null and void ORIGIN AND JUSTIFICATION OF Provision included for determining the prohibition of the practice of acts unrelated to the corporate purpose. Third Paragraph - The Corporation and any of its subsidiaries, whether direct or indirect, may operate derivatives in organized and/or over-the-counter markets, exclusively for the purpose of protecting them from variations of prices, interest rates and exchange rates. The Corporation shall submit the Market Risk Management Policy on an annual basis to the Board of Directors for evaluation and approval, which policy shall determine the parameters to be strictly observed by the Executive Board Provision included for delimiting the case in which operations with derivatives are allowed, guaranteeing a greater security and control to the Corporation. Fourth Paragraph - Subject to the provisions of third paragraph above, the Corporation and any of its direct or indirect subsidiaries may not sell any option agreements (directly or indirectly) or enter into option agreements in which it acts as a grantor, except for corporations that have such activity in their corporate purpose. Provision included for prohibiting the possibility of selling options agreements in which Corporation acts as a grantor. 54

54 CURRENT WORDING (HIGHLIGHTED) Call options means those options that entitle their holders to purchase the asset under the agreement on a certain date for a certain price; and put options means those options that entitle their holders to sell the asset under the agreement on a certain date for a certain price. For the purposes of this article, option agreements means those agreements that directly or indirectly, expressly or implicitly, provide any advantage to the Corporation in exchange for market volatility, i.e., when there is a risk of variation of the price of the asset under the agreement, including, but not limited to, any transactions in which the asset under the agreement is subject to dollar rate, gold price, commodities, government bonds, exchange variation and interest variation. ORIGIN AND JUSTIFICATION OF Fifth Paragraph - Except as expressly authorized by the Board of Directors, the Company and any of its direct or indirect subsidiaries may not enter into agreements the termination of which, whether without cause or at the Corporation s initiative: (i) is strictly prohibited or may not be carried out within 90 days as of the date of sending the notice of termination to the counterparty; or (ii) results in the payment of any fine or penalty by the Provision included for determining the agreements whose execution is prohibited by the Corporation, except upon express authorization of the Board of Directors. 55

55 CURRENT WORDING Article 22. The Corporation s representation shall at all times be exercised in compliance with the following rules: (HIGHLIGHTED) Corporation in an amount exceeding the corresponding to three (3) months of the remuneration owed under the agreement.. Article The Corporation s representation shall at all times be exercised in compliance with the following rules: Article 22 - Any acts and documents that imply liability or obligation for the Corporation shall be signed: (a) by any two (2) Directors; (b) by any Director jointly with one (1) attorney-in-fact by means of a power-of-attorney granted with specific powers, appointed by any two (2) Directors jointly; or (c) by two (2) attorneys-in-fact by means of a power-of-attorney granted with specific powers, appointed by any two (2) Directors jointly. ORIGIN AND JUSTIFICATION OF Provision adjusted for changing the representation rules adopted. (a) in the execution of agreements; the dispose of, purchase or encumbrance of any rights or fixed assets or investment accounts; the issuance of checks and any other negotiable instruments; the acceptance of any negotiable instruments; the provision of any other guarantees by the Corporation; the issuance of any document evidencing the disbursement or the commitment of any Corporation s funds, the joint signatures of any two (a) in the execution of agreements; the dispose of, purchase or encumbrance of any rights or fixed assets or investment accounts; the issuance of checks and any other negotiable instruments; the acceptance of any negotiable instruments; the provision of any other guarantees by the Corporation; the issuance of any document evidencing the disbursement or the commitment of any Corporation s funds, the joint signatures of any two Provision adjusted for changing the representation rules adopted. 56

56 CURRENT WORDING members of the Executive Board or either of them with an attorney-in-fact or, further, the joint signatures of two attorneys-in-fact will be necessary. (HIGHLIGHTED) members of the Executive Board or either of them with an attorney-in-fact or, further, the joint signatures of two attorneys-in-fact will be necessary. ORIGIN AND JUSTIFICATION OF (b) in any legal actions or administrative proceedings, as well as for the practice of any acts before governmental agencies; for the endorsement of checks solely for deposit on bank checking account of the Corporation; for the issuance and endorsement of trade bills for collection, discount or guarantee, the individual signature of any member of the Executive Board or an attorney-in-fact with express and sufficient powers will be necessary. (b) in any legal actions or administrative proceedings, as well as for the practice of any acts before governmental agencies; for the endorsement of checks solely for deposit on bank checking account of the Corporation; for the issuance and endorsement of trade bills for collection, discount or guarantee, the individual signature of any member of the Executive Board or an attorney-in-fact with express and sufficient powers will be necessary First Paragraph. The Corporation may be represented by only one (1) Director or one (1) attorney-in-fact in the following cases: (a) when the act to be performed imposes a singular representation, it shall be represented by any Director or attorney-infact with special powers; and (b) in cases of correspondence that does not create obligations for the Corporation and the practice of acts of simple administrative procedures, including those practiced before governmental agencies, private and public stock corporations, the Brazilian Internal Revenue Service, the State Department of Treasury, the Municipal Department of Provision adjusted for changing the representation rules adopted. Provision adjusted for changing the representation rules adopted. 57

57 CURRENT WORDING (HIGHLIGHTED) Labor Court, INSS, FGTS and their collection banks and others of the same nature. ORIGIN AND JUSTIFICATION OF First paragraph The appointment of attorneys-in-fact shall at all times be formalized through written and express power of attorney containing the joint signatures of two members of the Executive Board, and the powers of attorney shall have their powers duly specified and their expiry date determined, except for the judicial powers of attorney, which may be for an indefinite term of validity. Second paragraph Any of the members of the Executive Board or an attorney-in-fact specially appointed may give testimony on behalf of the Corporation, both in and out of court. Second Paragraph - The Board of Directors may authorize the practice of other acts not provided for in First Paragraph above by only one of the members of the Executive Board or by an attorney-in-fact acting individually or by means of the approval of the criteria for delimiting competence which enable, in certain cases, the representation of the Corporation to only one Director or attorneyin-fact. First ParagraphArticle 23 - The appointment of attorneys-in-fact shall at all times be formalized through written and express power of attorney containing the joint signatures of any two (2) members of the Executive Board, and the powers of attorney shall have their powers duly specified and their expiry date determined, except for the judicial powers of attorney, which may be for an indefinite term of validity. Second paragraph Any of the members of the Executive Board or an attorney-in-fact specially appointed may give testimony on behalf of the Corporation, both in and out of court Third Paragraph - The Corporation shall be represented individually by any of the Provision included for enabling the Board of Directors to authorize the practice of any acts previously authorized. Adjustment of wording. Provision adjusted for changing the representation rules adopted. 58

58 CURRENT WORDING (HIGHLIGHTED) members of the Executive Board, without the formalities set forth in this article, in cases of service of process or judicial and extrajudicial notices and personal testimony. ORIGIN AND JUSTIFICATION OF Article 23. The members of the Executive Board shall be liable for the duties which are individually vested on them by these by-laws and additionally by the Board of Directors. Artigo 23 - The members of the Executive Board shall be liable for the duties which are individually vested on them by these by-laws and additionally by the Board of Directors. Article 21, Second Paragraph - The Executive Board is liable for the management of the Corporation's business, and shall exercise its powers in accordance with the law, these By-laws, the resolutions of the General Meeting and the Board of Directors. Provision adjusted for describing in details. SECTION IV AUDIT COMMITTEE Article 24. The Audit Committee, with all duties provided for in law, shall be permanent and composed of not less than three (3) effective members and three (3) alternates and not more than five (5) effective members and five (5) alternates, whether stockholders or not, elected by the Annual General Meeting, with a term of office until the date of the next Annual General Meeting. SECTION V AUDIT COMMITTEE Article The Audit Committee, with all duties provided for in law, shall be permanent and composed of not less than three (3) effective members and three (3) alternates and not more than five (5) effective members and five (5) alternates, whether stockholders or not, elected by the Annual General Meeting, with a term of office which shall be valid until the date of the Annual General Meeting held in the fiscal year following the fiscal year in which the election was held. Change in the number. Adjustment of wording. 59

59 CURRENT WORDING First paragraph The Audit Committee s members who are effectively in the exercise of their functions shall be entitled to monthly fees fixed by the General Meeting electing them, subject to the minimum value permitted by law. Second paragraph The Annual General Meeting shall set forth the number of members of the Audit Committee within the limits provided for in introductory section of this article. SECTION V GENERAL MEETING Article 25. The General Meetings upon calling by the Board of Directors Chairman and in compliance with the provision set out by law and the article 18, item V of these By-laws shall be held in the Corporation s headquarters on a date and time contained in the respective notice, in order to resolve on the matters contained in the agenda. (HIGHLIGHTED) First paragraph The Audit Committee s members who are effectively in the exercise of their functions shall be entitled to monthly fees fixed by the General Meeting electing them, subject to the minimum value permitted by law. Second paragraph The Annual General Meeting shall set forth the number of members of the Audit Committee within the limits provided for in introductory section of this article. Third Paragraph The incumbency of the Audit Committee s members shall be subject to the execution of the respective deed of incumbency and prior subscription of the Deed of Consent of the Executive Board s Members referred to in Novo Mercado Regulations, and the compliance with the applicable legal regulations. SECTION V -III GENERAL MEETING Artigo The General Meetings upon calling by the Board of Directors Chairman and in compliance with the provision set out by law and the article 18, item V of these Bylaws shall be held in the Corporation s headquarters 9, First Paragraph The General Meeting shall be called by the Board of Directors or by the Board of Directors ORIGIN AND JUSTIFICATION OF (Unchanged) (Unchanged) Provision included for describing in details, in accordance with Novo Mercado Regulation. Provision adjusted for describing in details the General Meeting s calling and establishment procedures. 60

60 CURRENT WORDING (HIGHLIGHTED) applicable laws, at first convening, within at least fifteen (15) days in advance counted as of the first publication of the notice. If the General Meeting is not held, a new notice of second convening will be published, within at least eight (8) days in advance. The calling will be waived if all stockholders are present at the General Meeting. Article 10 - The General Meetings shall be held on the day and time stated in the respective notice to resolve on the matters included in the agenda. ORIGIN AND JUSTIFICATION OF Sole paragraph The Board of Directors Chairman shall preside the General Meeting and elect the Secretary from among the stockholders present thereat. Article 26. The Annual General Meeting to be held within the first four (4) months after the ending of the fiscal year is intended to comply with the corporate requirements in force. Sole paragraph The Board of Directors Chairman shall preside the General Meeting and elect the Secretary from among the stockholders present thereat. Article The Annual General Meeting to be held within the first four (4) months after the ending of the fiscal year is intended to comply with the corporate requirements in force. Article The Extraordinary General Meeting shall be held whenever corporate interests require the manifestation of stockholders. The Annual General Meeting will be held within the first four (4) months after the ending of the fiscal year and the extraordinary general meeting shall be held whenever corporate interests required, upon Provision is included in the introductory section of Article 9. Provision adjusted for describing in details the General Meetings and respective calling and establishment procedures. 61

61 CURRENT WORDING (HIGHLIGHTED) calling, pursuant to the applicable laws and the By-laws. The Board of Directors Chairman shall preside the General Meeting and, in his/her absence or impairment, any Director, Officer or stockholders appointed in writing by the Vice-Chairman of the Board of Directors, and the Board of Directors Chairman shall elect the Secretary of the meeting. Article 9, Second Paragraph The stockholder shall prove its capacity as stockholder, upon original documentation or copy sent by to the Corporation, and shall submit, within two (2) business days before the date of the respective General meeting, (i) identity card and (ii) an statement issued by the depositary institution referring to its stocks, in order to take part and vote in the General Meeting. The stockholders represented by a proxy shall present the respective powers-of-attorney within the same period and by the same means as mentioned above. Article 11 The General Meeting shall be liable for, in addition to the duties provided by law and by these By-laws: (a) taking the accounts of the managers related to the latest fiscal year; (b) examining, discussing and voting on the financial statements, with the opinion of the Audit Committee;; ORIGIN AND JUSTIFICATION OF Provision included for defining the rules for stockholders attendance at the General Meeting. Provision included for defining the General Meeting s competences. 62

62 CURRENT WORDING (HIGHLIGHTED) (c) resolving on the allocation of net income for the year and the distribution of dividends; (d) electing and dismissing the members of the Board of Directors and the Audit Committee; (e) fixing the overall compensation of the members of the Board of Directors and the Executive Board, and the members of the Audit Committee; (f) electing the liquidator and the Audit Committee, which shall operate during the liquidation period; (g) amending these By-laws; (h) resolving on merger, incorporation, stocks incorporation, total or partial split, and transformation; (i) resolving on de-registration as publicly-held corporation with the CVM or delisting Novo Mercado; (j) assigning bonuses to stocks issued by the Corporation, and resolving on redemptions, amortizations, reverse splits and stock splits issued by the Corporation; (k) resolving on the dissolution and liquidation of the Corporation, as well as the election and dismissal of liquidators of the Corporations and the approval of its accounts; (l) resolving on the request for judicial or extrajudicial recovery or application for selfbankruptcy by the Corporation; and ORIGIN AND JUSTIFICATION OF 63

63 CURRENT WORDING Article 27. The Extraordinary General Meeting shall be held at all times whenever corporate interests require the manifestation of stockholders. SECTION VI FISCAL YEAR, FINANCIAL STATEMENTS AND PROFITS Article 28. The fiscal year will begin in January 1 st and end in December 31 of each year, in which the financial statements and the statement of income for the fiscal year shall be prepared in compliance with the legal provisions. (HIGHLIGHTED) (m) choosing the institution or specialized company liable for evaluating the Corporation in the events provided for in Law 6,404/76 and in these By-laws Article 12 Except for the events provided by law and subject to the provisions of these By-laws, the resolutions and approvals shall be taken by stockholders representing the majority of the voting capital stock of the Corporation present at the General Meeting. No correspondence SECTION VI FISCAL YEAR, FINANCIAL STATEMENTS AND PROFITS Article The fiscal year will begin in January 1 st and end in December 31 th of each year, in which base date with respect to which the financial statements and the statement of income for the fiscal year shall be prepared in compliance with the legal provisions. ORIGIN AND JUSTIFICATION OF Provision included for defining the quorum required to approvals at the General Meeting, pursuant to Law 6,404/76. Provision is included in the introductory section of Article 9. (Unchanged) Provision adjusted for describing in details. First paragraph The Corporation, upon resolution of the Board of Directors, may prepare First paragraph The Corporation, upon resolution of the Board of Directors, may Provision adjusted for simplifying the cases of 64

64 CURRENT WORDING interim balance sheets in June 30 and September 30 of each year, based on which the Board of Directors may declare annual dividend payment installments and/or the payment of interest on equity, as provided for in article 32. (HIGHLIGHTED) prepare interim balance sheets in June 30 th and September 30 th of each year, based on which the Board of Directors may declare annual dividend payment installments and/or the payment of interest on equity, as provided for in article 32. Sole Paragraph The Corporation may prepare semi-annual balance sheets or in shorter periods for the purposes of article 30 below. ORIGIN AND JUSTIFICATION OF semi-annual or shorter periods balance sheets. Second paragraph - Without prejudice to the provisions set out in first paragraph of this article, the Corporation may prepare other interim balance sheets at any time and upon resolution by the Board of Directors make the distribution of dividends and/or interest on equity based on the results calculated in them, in compliance with the provisions set out in article 204, first paragraph of Law No. 6,404/76. Article 29. The accumulated losses, if any, and the provision for income tax will be deducted from the income for the fiscal year. Second paragraph - Without prejudice to the provisions set out in first paragraph of this article, the Corporation may prepare other interim balance sheets at any time and upon resolution by the Board of Directors make the distribution of dividends and/or interest on equity based on the results calculated in them, in compliance with the provisions set out in article 204, first paragraph of Law No. 6,404/76. Artigo The accumulated losses, if any, and the provision for income tax will be deducted from the income for the fiscal year. Provision excluded considering the cases of semi-annual or shorter periods balance sheets is exclusively addressed in article 27, sole paragraph. Change in the number of Article. First paragraph. Thereupon, the directors profit-sharing for the fiscal year shall be deducted, which may not exceed their annual compensation or one tenth (0.1) of the remaining profits after the deductions provided for in introductory section of this article, First paragraph. Thereupon, The Board of Directors may propose to the General Meeting the Directors directors profit-sharing for the fiscal year shall be deducted, which may not exceed their annual compensation or one tenth (0.1) of the remaining profits after the Adjustment of wording. 65

65 whichever is lower. CURRENT WORDING (HIGHLIGHTED) deductions provided for in the introductory section of this articlearticle, whichever is lower. ORIGIN AND JUSTIFICATION OF Second paragraph. Subject to the limits referred to in this article, the directors global profit-sharing shall be established by the Board of Directors, and their distribution shall be at discretion of the Board of Directors Chairman and the directors mentioned in article 12. Article 30. The Board of Directors shall propose to the Annual General Meeting the allocation of net income for the fiscal, of which five percent (5%) shall be mandatorily allocated for the legal reserve up to the maximum limit provided for in law, and also one portion necessary to create a reserve for contingences shall be allocated, when recommended under the circumstances. Second paragraph. Subject to the limits referred to in this article, the directors global profit-sharing referred to above among the Directors shall be defined shall be established by the Board of Directors, and their distribution shall be at discretion of the Board of Directors Chairman and the directors mentioned in article 12. Article The Board of Directors shall propose to the Annual General Meeting the allocation of net income for the fiscal, of which five percent (5%) shall be mandatorily allocated for the legal reserve up to the maximum limit provided for in law, and also twenty percent (20%) of the capital stock and the portion necessary to create a reserve for contingences shall be allocated, when recommended under the circumstances. In the fiscal year in which the balance of the legal reserve plus capital reserve amounts referred to in article 182, first paragraph, of the Brazilian Corporation Law exceeds thirty percent (30%) of the capital stock, the allocation of part of the fiscal year s net to the legal reserve is not mandatory. Provision adjusted for clarifying the authority for distribution of the managers profit-sharing. Provision adjusted for describing in details. 66

66 CURRENT WORDING First paragraph At least twenty-five percent (25%) of the remaining profit shall be allocated to the payment of mandatory annual dividends of the stockholders, and they may be paid as interest on equity in accordance with the applicable legislation. Second paragraph The remaining balance shall be allocated at discretion of the stockholders at General Meeting as proposed by the Board of Directors of the Corporation and strictly in compliance with the applicable legislation. (HIGHLIGHTED) First paragraph At least twenty-five percent (25%) of the remaining profit shall be allocated to the payment of mandatory annual dividends of the stockholders, and they may be paid as interest on equity in accordance with the applicable legislation. Second paragraph The remaining balance shall be allocated at discretion of the stockholders at General Meeting as proposed by the Board of Directors of the Corporation and strictly in compliance with the applicable legislation. Second Paragraph The remaining balances after the legal deductions and minimum dividends referred to in the first paragraph of this article shall be allocated in an annual installment, not exceeding fifty percent (50%) of the adjusted net income, to the formation of the statutory investment reserve, the purpose of which consists of financing the investment in operational assets, and this reserve may not exceed the capital stock. Fourth Paragraph The dividends not received or claimed will expire in 3 (three) years counted from the date they were made available to the stockholder and will benefit the Corporation. ORIGIN AND JUSTIFICATION OF (Unchanged) Provision adjusted for creating the statutory reserve of profits. Provision included for provision of the limitation period for the receipt of dividends. Article 31 The dividend shall not be Article 31 Fifth Paragraph The dividend Adjustment of wording. 67

67 CURRENT WORDING mandatory for the fiscal year on which the Board of Directors deems it inconsistent with the financial situation of the Corporation, in accordance with the provisions set forth in article 202, fourth paragraph of Law No. 6,404/76. Sole paragraph - In the event referred to in this article, the officers shall not be entitled to their statutory profit-sharing. (HIGHLIGHTED) shall not be mandatory for the fiscal year on which the Board of Directors deems it inconsistent with the financial situation of the Corporation, in accordance with the provisions set forth in article 202, fourth paragraph of Law No. 6,404/76. Sole paragraph - In the event referred to in this article, the officers shall not be entitled to their statutory profitsharing. Brazilian Corporation Law Sole paragraph - In the event referred to in this article, the officers shall not be entitled to their statutory profit-sharing. ORIGIN AND JUSTIFICATION OF Provision excluded for convenience purposes. Article 32. The dividend for each fiscal year may be paid in four quarterly installments, the first three of them consisting of payments of dividend for the fiscal year to be made on account of income for the fiscal year, retained earnings or profit reserves, in accordance with the provisions set forth in article 204, first and second paragraphs of Law No. 6,404/76 or paid to stockholders as interest on equity in accordance with the applicable legislation. Such payments of dividends and/or interest on equity shall be declared by the Board of Directors in the months of July and October in the current year to which they refer and in the month of January in the next year; the fourth installment of dividends and/or payment of interest on equity shall be declared at the Annual General Meeting. Artigo The dividend for each fiscal year may be paid in four quarterly installments, the first three of them consisting of payments of dividend for the fiscal year to be made on account of income for the fiscal year, retained earnings or profit reserves, in accordance with the provisions set forth in article 204, first and second paragraphs of Law No. 6,404/76 or paid to stockholders as interest on equity in accordance with the applicable legislation. Such payments of dividends and/or interest on equity shall be declared by the Board of Directors in the months of July and October in the current year to which they refer and in the month of January in the next year; the fourth installment of dividends and/or payment of interest on equity shall be declared at the Annual General Meeting. Provision excluded for simplifying the system of profit-sharing to stockholders. 68

68 CURRENT WORDING First paragraph To declare the three installments of the payment of dividends and/or interest on equity, the Board of Directors shall be rely on the balance sheets for the fiscal years ended in July 30, September 30 and December 31, respectively. The amount of the fourth installment of dividends and/or interest on equity shall be computed properly so that the total sum of the four installments amounts to dividend that the General Meeting decide to fix for the fiscal year, as proposed by the Board of Directors, in accordance with the mandatory dividend provided for in article 30, first paragraph. Second paragraph - The dividend and/or interest on equity shall be paid within not later than sixty (60) days as of the date of Board of Directors meeting or the General Meeting at which it was declared. (HIGHLIGHTED) First paragraph To declare the three installments of the payment of dividends and/or interest on equity, the Board of Directors shall be rely on the balance sheets for the fiscal years ended in July 30, September 30 and December 31, respectively. The amount of the fourth installment of dividends and/or interest on equity shall be computed properly so that the total sum of the four installments amounts to dividend that the General Meeting decide to fix for the fiscal year, as proposed by the Board of Directors, in accordance with the mandatory dividend provided for in article 30, first paragraph. Article 29, Second Paragraph - The dividend and/or interest on equity Third Paragraph The mandatory annual dividends shall be paid within not later than sixty (60) days as of the date of Board of Directors meeting or the respective General Meeting at which it was declared. Article 30,Second Paragraph - The dividendeffective payment of dividends and/or interest on net equity, the crediting of which shall occur during the fiscal year, will be made upon resolution adopted by the Board of Directors during the fiscal year and shall be paid within not later than sixty (60) days as of the date of Board of Directors meeting or the ORIGIN AND JUSTIFICATION OF Provision excluded for simplifying the system of profit-sharing to stockholders. Provision adjusted for describing in details the terms for payment of dividends owed to stockholders and declared by the General Meeting or by the Board of Directors. 69

69 CURRENT WORDING Third paragraph The General Meeting may extend the term provided for in second paragraph of this article, but the payment of dividend and/or interest on equity shall at all times be made within the fiscal year in which it is declared Fourth paragraph - The interim dividend and the interest on equity from time to time paid to stockholders shall be assigned, net of withholding income tax, to the amount of the mandatory annual dividend set forth in article 30, first paragraph of these By-laws. (HIGHLIGHTED) General Meeting at which it was declared. Third paragraph The General Meeting may extend the term provided for in second paragraph of this article, but the payment of dividend and/or interest on equity shall at all times be made within the fiscal year in which it is declared. Fourth paragraph - The interim dividend and the interest on equity from time to time paid to stockholders shall be assigned, net of withholding income tax, to the amount of the mandatory annual dividend set forth in article 30, first paragraph of these By-laws. Article 30 - Upon proposal of the Executive Board approved by the Board of Directors ad referendum of the General Meeting, the Corporation may anticipate the payment of mandatory annual dividends and/or interest on net equity, in accordance with the applicable legislation. Any amounts disbursed, net of withholding income tax, shall be charged to the amount of the mandatory annual dividend provided for in these Bylaws. ORIGIN AND JUSTIFICATION OF Provision excluded for simplifying the system of profit-sharing to stockholders. Provision adjusted for describing in details. First Paragraph - In the event of credit of dividends and/or interest on equity to the stockholders during the fiscal year and allocation of amount to the mandatory annual dividend, the stockholders shall receive the dividends which they are entitled to, and the stockholders shall be entitled to the payment Provision included for determining the procedures of compensation of dividends and/or interest on net equity paid to the stockholder during the fiscal year. 70

70 CURRENT WORDING (HIGHLIGHTED) of any remaining balance. If the amount of dividends and/or interest on equity is less than the credit received by them, the Corporation may not charge any exceeding balance for stockholders. Article 31 - The General Meeting may resolve on the capitalization of capital or profit reserves, including those established in interim balance sheets under the applicable legislation. SECTION VII DISPOSAL OF THE CONTROLLING INTEREST, DE- REGISTRATION AS PUBLICLY-HELD CORPORATION AND DELISTING NOVO MERCADO Article 32 - The Corporation s controlling interest shall be disposed in a single transaction or in a series of successive transactions under the condition precedent or subsequent that Purchaser shall be obliged to make the public offering for purchase of stocks of other stockholders of the Corporation ( IPO ) under the conditions and terms established by the applicable legislation and Novo Mercado Regulation, in order to ensure the same treatment to the Selling Controlling Stockholder. ORIGIN AND JUSTIFICATION OF Provision included for authorizing the composition of profit or capital reserves. Provision included as a result of admission into Novo Mercado Provision included as a result of admission into Novo Mercado. 71

71 CURRENT WORDING (HIGHLIGHTED) First Paragraph - The public offering under this article will be required even: (a) in case of assignment for value of any stock subscription rights and/or other securities or rights related to securities convertible into stocks which might result in Disposal of the Corporation s Controlling Interest; and (b) in case of disposal of the controlling interest of any entity having the controlling interest of the Corporation, and in this case, the Selling Controlling Stockholder shall be required to state to BM&FBOVESPA the amount assigned to the Corporation on such disposal and attach the documentation supporting the amount. Article 33 The one who acquires the Controlling Interest of the Corporation under a stock purchase agreement entered into with Controlling Stockholder involving any quantity of stocks shall be obliged to: (a) make the public offering under Article 32 of these By-laws; (b) pay, under the terms indicated below, a sum equal to the difference between the public offering price and the amount paid per stock eventually acquired in a stock exchange within six (6) months prior to the purchase ORIGIN AND JUSTIFICATION OF Provision included as a result of admission into Novo Mercado. Provision included as a result of admission into Novo Mercado. Provision included as a result of admission into Novo Mercado. Provision included as a result of admission into Novo Mercado. Provision included as a result of admission into Novo Mercado. Provision included as a result of admission into Novo Mercado. 72

72 CURRENT WORDING (HIGHLIGHTED) Corporation s Controlling Interest, duly adjusted until the payment date. Such amount must be distributed between all sellers of stocks of the Corporation on trading days on which acquisitions have been made by the Purchaser, in proportion to the net daily seller balance of each stock, and BM&FBOVESPA shall operate the distribution under its regulations ORIGIN AND JUSTIFICATION OF Article 34 - The Corporation will not record any transfer of ownership of its stocks to the Purchaser or to any potential owners of the Controlling Interest, while the Consent of the Controlling Stockholders has not been signed by such stockholder(s) under Novo Mercado Regulation. Provision included as a result of admission into Novo Mercado. Sole Paragraph No stockholder s agreement providing for the exercise of Controlling Interest shall be registered at the headquarters of the Corporation while its signatories have not subscribed the Consent of the Controlling Stockholders under Novo Mercado Regulation. Provision included as a result of admission into Novo Mercado. Article 35 - If there is no Controlling Stockholder and BM&FBOVESPA determines that the prices of securities issued by the Corporation shall be disclosed separately or Provision included as a result of admission into Novo Mercado. 73

73 CURRENT WORDING (HIGHLIGHTED) that the negotiation of the securities issued by the Corporation is suspended in Novo Mercado by virtue of non-compliance with obligations under Novo Mercado Listing Regulation, the Chairman of the Board of Directors shall convene within two (2) days from the determination, counting only such days when there is a circulation of newspapers normally used by the Corporation, a Special General Meeting to replace the entire Board of Directors. ORIGIN AND JUSTIFICATION OF Article 36 In the IPO to be made by the Controlling Stockholder or by the Corporation for the de-registration as a publicly-held corporation, the minimum price to be offered shall correspond to the Economic Value assessed in an evaluation report under Article 37 of these By-laws, subject to the applicable regulatory and legal rules. Article 37 The evaluation report mentioned in Articles 39 and 40 of these By-laws shall be elaborated by a specialized institution or firm, with proven experience and independence towards the decision power of the Corporation, its managers and controlling stockholders, and the report shall further satisfy the requirements of article 8, first paragraph, of the Brazilian Corporation Law, Provision included as a result of admission into Novo Mercado. Provision included as a result of admission into Novo Mercado. 74

74 CURRENT WORDING (HIGHLIGHTED) responsibility provided for in article 8º, paragraph 6º, of the Brazilian Corporation Law. ORIGIN AND JUSTIFICATION OF First Paragraph - The General Meeting is exclusively in charge of choosing the specialized institution or firm responsible for fixing the Economic Value of the Corporation, from the presentation by the Board of Directors of a list of three potential firms, and such resolution, without considering blank votes, shall be adopted by the majority of votes of the stockholders representing the Outstanding Stocks attending that meeting that, if held in a first call, shall have the attendance of stockholders representing at least twenty per cent (20%) of the total Outstanding Stocks or that, if held in a second call, may have the attendance of any number of stockholders representing the Outstanding Stocks. Provision included as a result of admission into Novo Mercado. Second Paragraph - The costs of preparation of the report shall be fully supported by the offeror. Article 38 - The delisting of the Corporation from Novo Mercado shall be (i) previously approved in a General Meeting; and (ii) communicated to BM&FBOVESPA upon a Provision included as a result of admission into Novo Mercado. Provision included as a result of admission into Novo Mercado. 75

75 CURRENT WORDING (HIGHLIGHTED) written prior notice within thirty (30) days. Article 39 - If the delisting of the Corporation from Novo Mercado is resolved so that the securities issued by the Corporation are admitted to be traded outside Novo Mercado, or due to a corporate reorganization transaction, at which the corporation resulting from such reorganization does not have its securities admitted to be traded on Novo Mercado within a hundred and twenty (120) days from the date of the general meeting that approved such transaction, the Controlling Stockholder shall file the IPO to purchase the stocks pertaining to the other stockholders of the Corporation, at least, at the respective Economic Value, to be assessed in an evaluation report prepared under Article 37 of these By-laws, subject to the applicable regulatory and legal rules ORIGIN AND JUSTIFICATION OF Provision included as a result of admission into Novo Mercado. First Paragraph - If there is no Controlling Stockholder, and in the event the delisting of the Corporation from Novo Mercado is resolved so that the securities issued by the Corporation are admitted to be traded outside Novo Mercado, or due to a corporate reorganization transaction, at which the corporation resulting from such reorganization does not have its securities admitted to be traded on Novo Mercado within a hundred and twenty (120) Provision included as a result of admission into Novo Mercado. 76

76 CURRENT WORDING (HIGHLIGHTED) date of the General Meeting that approved such transaction, the delisting shall be subject to the IPO under the same conditions provided for in the introductory section of this article. ORIGIN AND JUSTIFICATION OF Second Paragraph - The General Meeting referred to in paragraph 1º of this article shall define the people in charge of filing the IPO, who attending the General Meeting shall expressly assume the obligation of making the offering. Third Paragraph - In the lack of definition of the people in charge of filing the IPO described in paragraph 1º of this article, in the event of corporate reorganization, at which the corporation resulting from such reorganization does not have its securities admitted to be traded on Novo Mercado, the stockholders who voted in favor of the corporate reorganization shall file such IPO. Provision included as a result of admission into Novo Mercado. Provision included as a result of admission into Novo Mercado. Article 40 - The delisting of Corporation from Novo Mercado due to non-compliance with obligations under Novo Mercado Regulation is subject to filing the IPO, at least, at the Economic Value of stocks, to be assessed in an evaluation report under Article 37 of these By-laws, subject to the applicable regulatory and legal rules. Provision included as a result of admission into Novo Mercado. 77

77 CURRENT WORDING (HIGHLIGHTED) ORIGIN AND JUSTIFICATION OF First Paragraph - The Controlling Stockholder shall file the IPO set forth in the introductory section of this article. Second Paragraph - If there is no Controlling Stockholder, and if the delisting from Novo Mercado referred to in the introductory section is resolved in a General Meeting, the stockholders who voted in favor of the resolution which implied in such noncompliance shall file the IPO set forth in the introductory section. Third Paragraph - If there is no Controlling Stockholder, and the delisting from Novo Mercado referred to in the introductory section occurs by virtue of an act or fact of the management, the managers of the Corporation shall convene a stockholders general meeting, the agenda of which shall be the resolution on how to cure the noncompliance with the obligations under Novo Mercado Regulation or, if applicable. to resolve on the delisting of the Corporation from Novo Mercado. Fourth Paragraph - In the event that the General Meeting mentioned in paragraph 3º above resolves on the delisting of the Corporation from Novo Mercado, such general meeting shall define the people in charge of filing the IPO set forth in the introductory Provision included as a result of admission into Novo Mercado. Provision included as a result of admission into Novo Mercado. Provision included as a result of admission into Novo Mercado. Provision included as a result of admission into Novo Mercado. 78

78 CURRENT WORDING (HIGHLIGHTED) section, who attending the meeting shall expressly assume the obligation of making the offering. Article 41 - A single IPO may be filed for more than one of the purposes set for in this Section VII, in Novo Mercado Regulation or in the CVM rulings, provided that it is possible to facilitate the procedures of all IPO modalities, without prejudice to the qualified investors of the offering, and that the authorization of CVM shall be obtained when required by the applicable law. ORIGIN AND JUSTIFICATION OF Provision included as a result of admission into Novo Mercado. Article 42 - The Corporation or stockholders in charge of filing the IPO provided for in this Section VII, in Novo Mercado Regulation or CVM rulings, may assure its filing through any stockholder, third party and, as the case may be, by the Corporation. The Corporation or the stockholder, as the case may be, are not exempted from the obligation of filing the IPO until it is completed, subject to the applicable rules. Provision included as a result of admission into Novo Mercado. SECTION VII DISSOLUTION AND WINDING UP SECTION VIIVIII - DISSOLUTION AND WINDING UP Changing the number of Section 79

79 CURRENT WORDING Article 33. Upon dissolution of the Corporation in the cases provided for in law, the Board of Directors shall be maintained, which shall appoint the liquidator, as well as shall fix his compensation and remove him at any time. (HIGHLIGHTED) Article Upon dissolution of the Corporation, in the cases provided by law, or as determined by the General Meeting, the Board of Directors shall be maintained, which shall appoint the liquidator and shall fix his compensation and remove him at any time. ORIGIN AND JUSTIFICATION OF Provision adjusted for explanation purposes. SECTION IX RESOLUTION OF DISPUTES Provision included as a result of admission into Novo Mercado. Article 44 - The Corporation, its stockholders, Managers, and members of the Audit Committee undertake to resolve, by arbitration before the Arbitration Chamber of the Market, any and all dispute or conflict that may arise among them, related or arising from, particularly, the application, validity, effectiveness, interpretation, violation and its effects, of the provisions under these By-laws, the Brazilian Corporation Law, in the rules of the National Monetary Council, by Central Bank of Brazil and by CVM, as well as any other rules applicable to the capital market operation in general, besides those under the Novo Mercado Regulation, Novo Mercado Listing Agreement, the Arbitration Regulation of the Arbitration Chamber of the Market, and Sanctions Regulation Provision included as a result of admission into Novo Mercado. 80

80 CURRENT WORDING (HIGHLIGHTED) First Paragraph - The arbitration court shall consist of three (3) arbitrators, appointed under the Arbitration Regulation of the Arbitration Chamber of the Market. ORIGIN AND JUSTIFICATION OF Provision included as a result of admission into Novo Mercado. SECTION VIII TRANSITORY PROVISION Second Paragraph - The arbitration seat shall be the Municipality of São Paulo, State of São Paulo, Brazil. The language of arbitration shall be the Portuguese language. The arbitration proceedings and awards shall be rendered under the Brazilian law. Third Paragraph - Without prejudice to the validity of this arbitration clause, any preliminary orders or injunction relief may be filed by the parties to the Judicial Authority before the constitution of the arbitration court, under item of the Arbitration Regulation of the Arbitration Chamber of the Market. After the constitution of the arbitration court, any of such preliminary orders or injunction relief shall be directly sought to this arbitration court, and this arbitration court is hereby authorized to maintain, revoke, or modify said preliminary orders or injunction relief previously sought to the Judicial Authority, as the case may be. SECTION X TRANSITORY PROVISIONS Provision included as a result of admission into Novo Mercado. Provision included as a result of admission into Novo Mercado. Change in the number of Section. Article 34 - The capital stock may be Article 34 - The capital stock may be Provision adjusted as a result of 81

81 CURRENT WORDING increased upon resolution of the Board of Directors up to a maximum of Four Hundred Eighty-Three Million, Two hundred and Seventeen Thousand One Hundred and One ( ) preferred stocks in one or more installments, without any amendment to the bylaws. Sole paragraph. The Board of Directors may, in accordance with article 172 of Law No. 6,404/76 and the provisions set out in introductory section of this article, issue nonvoting preferred stocks, excluding the right of first refusal to subscription for the former stockholders, provided that the placement is made through the sale on the Stock Exchange, or public subscription. (HIGHLIGHTED) increased Article 5. (...) Second Paragraph - The Corporation is authorized to increase its capital stock by up to Forty-One Million, One Hundred and Ninety-Five Thousand and Seventy-Two (41,195,072) common book entry stocks, with no par value, without any amendment to the by-laws, upon resolution adopted by the Board of Directors, upon resolution of the Board of Directors up to a maximum of Four Hundred Eighty-Three Million, Two hundred and Seventeen Thousand One Hundred and One ( ) preferred stocks in one or more installments, without any amendment to the by-laws for the specific purposes of delivering stocks to the beneficiaries which may exercise their options granted under the Corporation s Stock Purchase Programs approved by the General Meeting. Sole paragraph. The Board of Directors may, in accordance with article 172 of Law No. 6,404/76 and the provisions set out in introductory section of this article, issue non-voting preferred stocks, excluding the right of first refusal to subscription for the former stockholders, provided that the placement is made through the sale on the Stock Exchange, or public subscription. Article 45 All matters not expressly dealt with herein shall be resolved by the ORIGIN AND JUSTIFICATION OF admission into Novo Mercado. Provision included as a result of admission into Novo Mercado, whose regulation requires a capital stock divided only into common stocks and for describing in details the process of capital increase within the capital authorized. Provision excluded as a result of admission into Novo Mercado, whose regulation requires a capital stock divided only into common stocks. Provision included to define the action to be taken 82

82 CURRENT WORDING (HIGHLIGHTED) General Meeting and set forth according to the provisions of the Brazilian Corporation Law, Novo Mercado Regulation and other applicable legal provisions ORIGIN AND JUSTIFICATION OF with respect to the matters not expressly dealt with of these Bylaws. Article 46 In the event of prejudice to the rights of the qualified investors of public offering under these By-laws, the provisions of Novo Mercado Regulation shall prevail over the statutory provisions. Provision included to define the prevalence in case of conflict between Novo Mercado Regulation and the By-laws.. Article 47 The capitalized words used and not expressly defined in these By-laws shall have the meaning assigned to them in Novo Mercado Regulation. Provision included as a reference to the common terms used by Novo Mercado Regulation. 83

83 EXHIBIT VI INFORMATION REQUIRED FROM THE RIGHT OF WITHDRAWAL (under the Exhibit 20 to ICVM 481) 1. Describe the event that gave rise, or will give rise to the withdrawal and its legal grounds The conversion of the preferred stocks issued by the Corporation into common stocks, if previously approved at Special Meeting and then at General Meeting will create an alteration in the preferences, advantages and conditions for redemption or amortization of a series of preferred stocks under article 136, subparagraph II of Law No. 6,404/76, giving rise to a right of withdrawal to the stockholder of preferred stock under article 137 of said law. 2. Inform the stocks and series to which withdrawal applies According to article 137 of Law No. 6,404/76, only the holders of preferred stocks (i) dissenting the resolution of the Special Meeting; (ii) who have refrained from resolving; or (iii) who have not been present at the Special Meeting shall have the right to withdraw from the Corporation. The right of withdrawal may only be exercised in respect of the preferred stocks issued by the Corporation held uninterruptedly since April 20, 2017, publication date of the material event disclosing to the Market the Corporation s intention to be admitted into Novo Mercado and, accordingly, convert the preferred stocks into common stocks until the date of the actual exercise of right of withdrawal. The stockholders subject to the right of withdrawal as mentioned above who are desirous of exercising the right of withdrawal shall do so within thirty (30) days counted from the date of publication of the minutes of Special Meeting upon written notice sent in Corporation s headquarters to the attention of the Relations for Investors Department. The Corporation will disclose the Notice to Stockholders containing the information necessary for exercising the right of withdrawal. 3. Inform the date of the first publication of notice to the meeting, as well as the date of communication of the material event relating to the resolution that gave rise or will give rise to the withdrawal The notice to the Special Meeting was disclosed to the IPE System maintained by the Brazilian Securities Commission - CVM and BM&FBOVESPA S.A. on May 2, 2017 and its publication was made on May 3, The material event relating to the resolution that gave rise to the right of withdrawal was disclosed to the market on April 20, Inform the term for exercise of the right of withdrawal and the date as to be deemed for determining the holders of stocks who may exercise the right of withdrawal 84

84 The holder of preferred stocks issued by the Corporation desiring to withdraw from the Corporation will have the term of thirty (30) days counted from the date of publication of the minutes of Special Meeting to exercise his right upon notice sent to the Corporation, as mentioned above. If the right is not exercised within said term, the term fixed under article 137, fourth paragraph of Law no. 6,404/76 will expiry. The right of withdrawal may only be exercised in respect of the preferred stocks issued by the Corporation held uninterruptedly since April 20, 2017, the date of publication of the material event disclosing to the market the Corporation s intention to be admitted into Novo Mercado. 5. Inform the reimbursement amount per stock or, if it cannot be previously determined, the management s estimate on such amount The reimbursement amount will be four Brazilian reais and twenty-seven cents (R$ 4.27) per preferred stock equal to its respective equity amount contained in the balance sheet prepared as of December 31, 2016 and approved by the Annual General Meeting held on April 19, 2017, provided, however, that the dissenting stockholder shall be entitled to request, jointly with the reimbursement, the preparation of the special balance, according to article 45 of Law no. 6, Inform the method of calculation of the reimbursement amount The holder of preferred stocks issued by the Corporation choosing to exercise his right of withdrawal will receive the amount of four Brazilian reais and twenty-seven cents (R$ 4.27), multiplied by its quantity of preferred stocks. 7. Inform if the stockholders will have the right to request the preparation of special balance Yes, the dissenting stockholder may request, jointly with the reimbursement, the preparation of special balance, according to article 45 of Law no. 6, If the reimbursement amount is determined by evaluation, please list the experts or specialized firms recommended by the management Not Applicable. 9. In the event of amalgamation, incorporation of stocks or merger involving holding corporations and affiliate or under the common control a. Calculate the stock substitution ratios based on the stockholder s equity amount at market prices or another criterion accepted by CVM Not Applicable. b. Inform if the stock substitution ratios established in the protocol of operation are less advantageous that those calculated according to item 9(a) above Not Applicable. 85

85 c. Inform the reimbursement amount calculated based on stockholder s equity amount at market prices or another criterion accepted by CVM Not Applicable. 10. Inform the equity amount of each stock under its latest approved balance The equity amount of each stock under the latest balance is four Brazilian reais and twenty-seven cents (R$ 4.27). 11. Inform the price of each series of stocks to which the withdrawal applies in the markets, in which such stocks are traded, identifying: (i) Minimum, average and maximum price of each year of preferred stocks in the past three (3) years; 05/01/ /01/ /01/2014 To To To 04/30/ /30/ /30/2015 Minimum R$ 8.91 R$ 5.75 R$ 5.69 Average R$ R$ 7.54 R$ 8.33 Maximum R$ R$ 9.40 R$ (ii) Minimum, average and maximum price of each quarter of preferred stocks in the past two (2) years; 02/01/ /01/ /01/ /01/ /01/ /01/ /01/ /01/2015 To To To To To To To To 04/30/ /31/ /31/ /31/ /30/ /31/ /31/ /31/2015 Minimum R$ R$ 9.29 R$ 9.45 R$ 8.91 R$ 6.93 R$ 6.36 R$5.75 R$ 6.91 Average R$ R$ 9.95 R$ R$ 9.80 R$ 7.79 R$ 7.40 R$6.88 R$ 8.10 Maximum R$ R$ R$ R$ R$ 8.95 R$ 9.19 R$ 7.79 R$ 9.40 (iii) Minimum, average and maximum price of each month of preferred stocks in the past six (6) months; and 04/01/ /01/ /01/ /01/ /01/ /01/2016 To To To To To To 04/30/ /31/ /28/ /31/ /31/ /30/2016 Minimum R$ R$ R$ R$ 9.77 R$ 9.92 R$ 9.29 Average R$ R$ R$ R$ R$ R$ 9.65 Maximum R$ R$ R$ R$ R$ R$ (iv) Average price of preferred stocks in the past ninety (90) days 01/31/2017 to 04/30/2017 Average R$

86 EXHIBIT VII EXCHANGE RATIO STUDY BRADESCO BBI 87

87 Estudo de Relação de Troca Migração da Alpargatas S.A. para listagem no Novo Mercado da BM&FBovespa 20 de março de 2017 CONFIDENCIAL

88 Índice I. Sumário executivo II. Metodologias analisadas e respectivos resultados A. Prêmio por controle B. Migrações precedentes C. Histórico de cotação de mercado da Alpargatas (ajustada) D. Equivalência dos termos da OPA por troca de controle III. Anexo A. Informações adicionais sobre migrações precedentes B. Detalhamento das transações precedentes de alienação de controle

89 Nota Importante 1. O Banco Bradesco BBI S.A. ( Bradesco BBI ) foi contratado pela Alpargatas S.A. ( Alpargatas ou Companhia ) para preparar um estudo econômico no contexto de eventual migração da Companhia para o segmento especial de listagem do Novo Mercado da BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ( Migração, Novo Mercado e "BM&FBovespa", respectivamente) para fins, exclusivamente, de referência para a tomada de decisão do Conselho de Administração da Alpargatas ( Conselho de Administração ) com relação à conversão da totalidade das ações preferenciais da Companhia em ações ordinárias ( Conversão ) ( Estudo de Relação de Troca ou simplesmente Estudo ). 2. Este Estudo foi preparado exclusivamente em português e, caso venha a ser traduzido para outro idioma, a versão em português deverá prevalecer para todos os efeitos. Este Estudo foi preparado exclusivamente para uso do Conselho de Administração no contexto da análise da Migração, não devendo ser utilizado para quaisquer outros propósitos, exceto para os procedimentos correlatos à convocação da assembleia para a aprovação da Migração, conforme disposto no item (8) a seguir. 3. Este Estudo, incluindo, sem limitação, suas análises e conclusões, bem como todo e qualquer serviço prestado e/ou material elaborado pelo Bradesco BBI no âmbito dos trabalhos prestados à Alpargatas não é e não deve ser utilizado, lido ou considerado, em qualquer hipótese, como: (i) uma opinião sobre a adequação ou a determinação do preço justo das ações no âmbito da Migração; (ii) uma recomendação, explícita ou implícita, relativa a quaisquer aspectos da Migração; (iii) um laudo de avaliação de qualquer natureza, inclusive, sem limitação, para fins do artigo 8º, 6º, da Lei 6.404/76 ( Lei das S.A. ); (iv) um relatório de avaliação para qualquer finalidade disposta no artigo 256 da Lei das S.A.; (v) uma recomendação, explícita ou implícita, para os membros do Conselho de Administração, a própria Companhia ou quaisquer de seus acionistas, tampouco para quaisquer de suas controladoras, controladas ou coligadas, sobre como votar ou agir em qualquer assunto relacionado à Migração; ou (vi) uma recomendação, explícita ou implícita, sobre a conveniência e oportunidade quanto à realização ou não da Migração. 4. Este Estudo não foi elaborado ou compilado visando o cumprimento de qualquer dispositivo legal ou regulamentar no Brasil ou no exterior. 5. O Bradesco BBI não assume e não assumirá a qualquer tempo, qualquer responsabilidade: (i) com relação à utilização deste Estudo ou de qualquer das análises e conclusões aqui contidas para qualquer finalidade ou propósito diverso daquele indicado no item 1 acima, incluindo, sem limitação, para as finalidades dos artigos 4º, 4º, 8º, 226 e 264 da Lei das S.A.; (ii) por quaisquer perdas, danos, indenizações ou responsabilizações que possam ser incorridas por qualquer pessoa ou entidade decorrentes, direta ou indiretamente, da elaboração do Estudo e/ou da consumação da Migração; (iii) por eventuais opiniões e/ou relatórios produzidos por quaisquer profissionais externos que venham a prestar qualquer assessoria à Alpargatas, incluindo, sem limitação, a seu Conselho de Administração, mesmo que eventualmente tenham sido indicados, direta ou indiretamente, pelo Bradesco BBI; (iv) pela utilização das informações contidas no Estudo envolvendo outros ativos que não fazem parte do escopo deste Estudo e que impactem, de alguma forma, a relação entre as partes; (v) pela exatidão, veracidade, integridade, razoabilidade, precisão e forma de elaboração ou apresentação das Informações Disponibilizadas (conforme abaixo definidas), independentemente da forma que foram produzidas e; (vi) pela efetividade e suficiência dos métodos, premissas e parâmetros considerados na elaboração deste Estudo. 6. Este Estudo não se destina a embasar a decisão do Conselho de Administração sobre a Migração, bem como qualquer decisão de investimento, desinvestimento ou aprovação (ou não) da Migração, conforme aplicável, por parte da Alpargatas, dos seus respectivos administradores, membros do conselho fiscal, de órgãos com funções técnicas ou consultivas e acionistas. Neste contexto, o Bradesco BBI recomenda que o Estudo não seja utilizado como fonte única de informação para qualquer tomada de decisão de realização ou não da Migração por parte dos membros do Conselho de Administração e acionistas da Companhia, assim como não contém toda a informação necessária para tal. Quaisquer decisões que forem tomadas pelo Conselho de Administração, pela Companhia, seus administradores e/ou acionistas são de suas únicas e exclusivas responsabilidades. 90 CONFIDENCIAL

90 Nota Importante 7. A elaboração deste Estudo é um processo complexo que envolve critérios subjetivos e que não é suscetível a uma análise parcial ou descrição resumida. O Bradesco BBI não atribui importância específica e individual a determinados fatores considerados neste Estudo, mas, pelo contrário, realizou uma análise qualitativa da importância e relevância de todos os fatores aqui considerados. Desse modo, este Estudo deve ser analisado como um todo e a análise de partes selecionadas, sumários ou outros materiais preparados com base no mesmo, ou aspectos específicos deste Estudo, sem o conhecimento e análise deste Estudo em sua totalidade, pode resultar em entendimento incompleto e/ou incorreto da análise realizada pelo Bradesco BBI e das conclusões deste Estudo. 8. Este Estudo é de propriedade intelectual do Bradesco BBI, sendo certo que quaisquer declarações e conclusões só poderão ser utilizados, bem como o conteúdo do Estudo só poderá ser divulgado ou referendado a terceiros, distribuído, reproduzido, resumido ou citado: (i) como material de apoio anexo às convocações para deliberações societárias necessárias para apreciação da Migração; (ii) se requerido por autoridades governamentais; (iii) se necessário para instruir processos, pedidos ou requerimentos perante autoridades governamentais; ou (iv) mediante aprovação prévia por escrito pelo Bradesco BBI. Caso seja necessária a divulgação deste Estudo, este material somente poderá ser divulgado se reproduzido em seu conteúdo integral, e qualquer descrição ou referência ao Bradesco BBI deverá ser feita de forma razoável e expressamente aceita pelo Bradesco BBI. 9. O Bradesco BBI não conduziu, nem assumiu a responsabilidade de conduzir: (i) qualquer avaliação ou reavaliação dos ativos e passivos contabilizados ou não (contingentes ou não) da Companhia; (ii) revisão ou auditoria das Demonstrações Financeiras, das Informações Disponibilizadas e dos demais documentos que embasaram a elaboração das análises contidas neste Estudo; (iii) auditoria técnica das operações da Companhia; (iv) avaliação da solvência ou do valor justo da Companhia, de acordo com qualquer legislação relacionada à falência, insolvência ou questões similares; (v) análise a respeito da qualidade dos ativos e passivos e das estimativas e projeções da Companhia; (vi) estudo dos riscos inerentes à Companhia, aos seus negócios, aos seus ativos e passivos; (vii) análise e classificação do risco de crédito dos valores mobiliários, títulos de dívida e dos instrumentos financeiros da Companhia, de suas controladas ou de suas coligadas, ou emitidos pela Companhia, por suas controladas ou por suas coligadas; (viii) qualquer inspeção física das propriedades, instalações ou ativos da Companhia; (ix) qualquer verificação independente com relação à exatidão, veracidade, integridade, razoabilidade, precisão e forma de elaboração ou apresentação das Informações Disponibilizadas ou de quaisquer informações, sejam públicas ou privadas, relacionadas à Companhia, suas controladas ou coligadas, incluindo, sem limitação, quaisquer informações financeiras, estimativas ou projeções consideradas ou utilizadas para a preparação deste Estudo; (x) nenhum procedimento de auditoria, due diligence ou consultoria de qualquer natureza, inclusive da Companhia e seus acionistas; ou (xi) investigações sobre os acionistas da Companhia ou sobre a existência e titularidade das, e inexistência de ônus ou gravames sobre as, ações de emissão da Companhia, inclusive de processos ou procedimentos a que os mesmos estejam eventualmente sujeitos. O Bradesco BBI não é um escritório de contabilidade e não prestou serviços de contabilidade ou auditoria em relação a este Estudo ou à Migração. O Bradesco BBI não é um escritório de advocacia e não prestou serviços legais, regulatórios, tributários ou fiscais em relação a este Estudo ou à Migração. 10. A Alpargatas e o Conselho de Administração estão cientes de que todos os estudos, análises e estimativas efetuadas pelo Bradesco BBI neste Estudo foram realizados tendo em vista os métodos, premissas modelos e parâmetros considerados pelo Bradesco BBI como mais apropriados e embasados nas Informações Disponibilizadas. Dessa forma, o Bradesco BBI não assume qualquer responsabilidade pela efetividade e/ou suficiência de tais métodos, premissas, modelos e parâmetros. 11. A data-base utilizada para este Estudo é 17 de março de 2017 ( Data-Base ). 12. As informações contidas neste Estudo refletem as condições financeiras da Companhia na Data-Base, de acordo com as Informações Disponibilizadas. Qualquer alteração, com relação à Companhia ou ao mercado, posterior à Data-Base pode alterar os resultados ora apresentados. O Bradesco BBI não está obrigado, a qualquer tempo, a atualizar, revisar, reafirmar ou revogar qualquer informação contida neste Estudo, no todo ou em parte, ou a fornecer qualquer informação adicional relacionada a este Estudo, embora possa fazê-lo se entender necessário ou conveniente. 91 CONFIDENCIAL

91 Nota Importante 13. As informações constantes do Estudo foram baseadas em dados disponíveis ao público em geral, inclusive sobre a Companhia, com exceção de informações públicas, todas as demais informações foram fornecidas ao Bradesco BBI pela Alpargatas ( Informações Disponibilizadas ). 14. As Informações Disponibilizadas utilizadas foram discutidas com os representantes da Alpargatas durante o processo de elaboração do Estudo. Ao Bradesco BBI foi assegurado pela Alpargatas que, ressalvadas as informações públicas: (i) todas as Informações Disponibilizadas, em todos os seus aspectos relevantes, são verdadeiras, completas, corretas e precisas; (ii) todas as Informações Disponibilizadas foram preparadas de forma razoável e refletem as melhores estimativas e avaliações na época em que foram disponibilizadas e o melhor juízo por parte da administração quanto ao seu desempenho, inclusive financeiro, futuro; (iii) a Companhia e seus representantes não têm ciência de qualquer informação ou evento que impacte materialmente o negócio, a situação financeira, os ativos, os passivos, as perspectivas de negócio, as transações comerciais ou o número de ações emitidas pela Companhia, assim como não têm ciência de qualquer outro fato significativo que pudesse alterar o desempenho futuro da Companhia ou tornar as Informações Disponibilizadas incorretas, incompletas ou imprecisas em quaisquer aspectos materiais ou que poderiam causar um efeito material nos resultados e análises neste Estudo. 15. O Bradesco BBI não faz, nem fará, expressa ou implicitamente, qualquer declaração ou garantia em relação às Informações Disponibilizadas (incluindo, sem limitação, em relação a estudos, projeções ou previsões, ou, ainda, premissas ou estimativas de resultados e/ou sinergias, nas quais tais projeções e previsões se basearam) ou em relação a eventuais terceiros contratados pelo Bradesco BBI para assessorar ou auxiliar na elaboração deste Estudo. 16. As informações demográficas, macroeconômicas, legais e/ou regulatórias, do mercado de ações e dos mercados de atuação da Companhia mencionadas neste Estudo, quando não disponibilizadas pela Alpargatas ou sua administração, foram baseadas em fontes públicas reconhecidas e consideradas confiáveis, válidas e/ou disponíveis até a Data-Base. 17. Avaliações de empresas e setores elaboradas também pelo Bradesco BBI poderão tratar premissas de mercado de modo diferente da abordagem contida neste Estudo, de forma que os departamentos de pesquisa e outros departamentos do Bradesco BBI e empresas relacionadas podem utilizar em suas análises, relatórios e publicações, estimativas, projeções e metodologias diferentes daquelas utilizadas neste Estudo, podendo tais análises, relatórios e publicações conter conclusões diversas das descritas neste Estudo. 18. Este Estudo busca apontar, por meio de diferentes metodologias, intervalos de Conversão razoáveis no âmbito da Migração, nas datas-bases utilizadas em cada metodologia e não avalia qualquer outro aspecto ou implicação da Migração ou qualquer contrato, acordo ou entendimento firmado com relação à Migração, conforme já mencionado acima. Este Estudo não trata dos méritos da Migração se comparada a outras estratégias que podem estar disponíveis para a Companhia e/ou para seus acionistas, nem trata da eventual decisão comercial, econômico-financeira ou estratégica dos mesmos de realizar e/ou aceitar a Migração. As análises e resultados apresentados neste Estudo referem-se exclusivamente à Migração e não se aplicam a qualquer outra questão, operação ou transação, presente ou futura, relativa à Alpargatas. 19. O eventual sucesso ou insucesso da Migração não foi considerado no resultado deste Estudo. O Bradesco BBI não expressa qualquer opinião sobre os efeitos positivos ou negativos que eventualmente possam ser gerados para a Alpargatas e/ou seus acionistas como consequência da Migração, não assumindo qualquer responsabilidade em relação ao seu resultado. Adicionalmente, o Bradesco BBI não fez e não faz qualquer recomendação, explícita ou implícita, a respeito dos termos e condições da Migração, investimentos ou aplicação de recursos envolvendo a Companhia, ou quaisquer de suas controladas ou coligadas, incluindo, sem limitação, eventuais riscos relacionados a ativos e passivos da Companhia, especialmente com relação aos investimentos e operações financeiras realizadas pela Companhia. 92 CONFIDENCIAL

92 Nota Importante 20. O Bradesco BBI será remunerado pela Alpargatas em relação à prestação dos serviços referentes à Migração, incluindo a elaboração deste Estudo. A Alpargatas concordou em indenizar o Bradesco BBI por determinadas obrigações e responsabilidades que possam advir da contratação dos serviços referentes à prestação de serviços que resultou na elaboração deste Estudo, exceto nos casos de comprovado dolo do Bradesco BBI (conforme determinado por decisão judicial final e transitada em julgado). 21. No curso normal de suas atividades, o Bradesco BBI poderá vir a negociar, diretamente ou por meio de empresas integrantes do seu conglomerado financeiro, valores mobiliários da Companhia, de suas controladas, coligadas e afiliadas, assim como de suas controladoras, em nome próprio e/ou em nome de seus clientes e, consequentemente, poderá, a qualquer tempo, deter posições compradas ou vendidas com relação aos referidos valores mobiliários, sem que isso constitua infração de qualquer natureza à legislação vigente ou aos compromissos pactuados com a Alpargatas. 22. O Bradesco BBI declara que a Companhia, suas respectivas controladoras e administradores não interferiram, direcionaram, limitaram, dificultaram nem praticaram quaisquer atos que tenham comprometido o acesso, a utilização ou o conhecimento de informações, bens, documentos ou metodologias de trabalho relevantes para a qualidade das conclusões ora apresentadas, nem tampouco determinaram ou restringiram a capacidade do Bradesco BBI de determinar de forma independente as metodologias por ele utilizadas para alcançar as análises apresentadas no Estudo. 93 CONFIDENCIAL

93 Seção I Sumário executivo

94 Introdução O Bradesco BBI foi contratado pela Alpargatas para elaborar este Estudo de Relação de Troca, o qual poderá ser utilizado pelo Conselho de Administração da Companhia para definir os parâmetros da Conversão no contexto da Migração Segmento de listagem: Nível 1 de governança corporativa da BM&FBovespa Duas classes de ações: ON e PN Acionistas minoritários possuem, entre outros, os seguintes direitos: ON Governança corporativa atual da Alpargatas Direito a voto Direito de venda conjunta ( Tag Along ): os acionistas minoritários possuem o direito de receber, em caso de troca de controle da Companhia, o equivalente a 80% (oitenta por cento) do valor pago por ação dos controladores PN Não há direito a voto Não há direito de Tag Along em caso de troca de controle da Companhia Direito ao recebimento de dividendo, por ação PN, 10% (dez por cento) maior do que o dividendo atribuído a cada ação ON Prioridade no reembolso de capital no caso de liquidação da Companhia A Companhia, seu principal acionista preferencialista, Bonsucex Holding S.A., o qual formalmente incentivou este Estudo, o acionista controlador, J&F Investimentos S.A. ( J&F ), bem como os executivos da Alpargatas, acreditam que a Migração poderá ser benéfica para a Alpargatas e seus acionistas em diversos aspectos, entre os quais: Racional da Migração Direito de venda conjunta de ações de acionistas não controladores pelo mesmo preço pago ao acionista controlador em caso de alienação de controle a terceiros ( Tag Along Integral ) Direito de voto a todas as ações Melhores práticas de governança corporativa Acesso mais amplo da Companhia ao mercado de capitais Potencial de maior liquidez de suas ações 95 CONFIDENCIAL Fonte: Alpargatas; Bradesco BBI

95 Breve descrição das metodologias utilizadas Para a elaboração deste Estudo, foram utilizadas quatro abordagens para indicar possíveis parâmetros acerca da Conversão Abordagem Migrações precedentes Prêmio por controle Histórico de cotação de mercado das ações de Alpargatas (ajustada) Descrição Análise de transações precedentes de migrações para o segmento de listagem do Novo Mercado desde Transações segmentadas de acordo com o segmento de listagem prévio à Migração, ou seja: Migração Nível Básico Novo Mercado Migração Nível 1 Novo Mercado Migração Nível 2 Novo Mercado Análise do prêmio de controle pago em aquisições do controle de companhias listadas em bolsa no Brasil Avaliação de transações em que empresas cujas ações eram negociadas em bolsa, no Brasil, tiveram seu controle adquirido Para cada transação, foi comparado o preço pago pela ação de controle com o preço por ação negociada em bolsa anteriormente a tal aquisição, em diferentes intervalos de tempo Análise do prêmio/desconto do preço por ação ON sobre o preço por ação PN Ações ON da Companhia possuem baixa liquidez, tendo sido negociadas em 196 dos últimos 261 pregões 2, registrando volume médio diário de negociação de R$36 mil no respectivo período Desta forma, entende-se que a cotação de mercado das ações ON não é parâmetro adequado para se mensurar potencial prêmio/desconto em relação à cotação das ações PN Contudo, tendo em vista que a Companhia teve seu controle adquirido há aproximadamente 15 meses, foram elaborados cenários nos quais o preço por ação pago pelo controle foi corrigido por diferentes indexadores, criando parâmetro para comparação com ações PN As ações PN da Companhia possuem liquidez razoável, tendo sido negociadas em 250 dos últimos 261 pregões 2, registrando volume médio diário de negociação de R$5,6 milhões no respectivo período Equivalência dos termos da OPA por Mudança de Controle Em 23/11/15, a Alpargatas teve seu controle vendido pela Camargo Corrêa S.A. ( CCSA ) para a J&F por R$12,85/ação 3 ( Mudança de Controle ) Em decorrência da Mudança de Controle, a J&F foi obrigada a lançar OPA para aquisição de até a totalidade das ações ON remanescentes, ao preço de R$11,02/ação (80% de R$12,85, equivalentes a R$10,82, corrigidos pela Taxa DI 4 até a data da OPA) Conforme Lei das S.A. e a Instrução CVM nº 361/2002 ( ICVM 361 ), a OPA mandatória dispensa laudo de avaliação para determinar preço, uma vez que neste contexto, os 80% do preço pago ao acionista controlador são tidos como valor justo às ações de nãocontrole 96 CONFIDENCIAL Fonte: Alpargatas; Bradesco BBI Nota: (1) Migrações concluídas a partir de 2008; (2) Que ocorreram nos últimos 360 dias à Data-Base; (3) Conforme fato relevante publicado na mesma data; (4) Taxas médias diárias dos DI - Depósitos Interfinanceiros de um dia, extra-grupo

96 Sumário dos resultados dos cenários de Conversão Resumo dos resultados indicados pelas abordagens selecionadas (# ações PN : 1,0 ação ON) Migrações precedentes 1 Análise de transações precedentes de migrações para o Novo Mercado, concluídas desde de jan/ até a Data-Base 1,00 1,56 Prêmio por controle 2 Mediana do prêmio pago por ação de controle em aquisições de companhias listadas em bolsa no Brasil 1,22 1,37 3 Mediana da relação de troca diária entre a ação ON ao preço de R$12,85, corrigido pela variação diária do Ibovespa e o valor de fechamento da ação PN em cada pregão no período entre a Mudança de Controle e a Data-Base 1,57 Histórico de cotação de mercado das ações de Alpargatas (ajustada) 4 5 Mediana da relação de troca diária entre a ação ON ao preço de R$12,85, corrigido pela variação diária do CDI e o valor de fechamento da ação PN em cada pregão no período entre a Mudança de Controle e a Data-Base Mediana da relação de troca diária entre a ação ON ao preço de R$12,85, corrigido pela variação diária estimada 2 do IPCA-IBGE e o valor de fechamento da ação PN em cada pregão no período entre a Mudança de Controle e a Data-Base 1,46 1,36 6 Mediana da relação de troca diária entre a ação ON ao preço de R$12,85, sem qualquer correção alguma e o valor de fechamento da ação PN em cada pregão no período entre a Mudança de Controle e a Data-Base 1,31 Equivalência dos termos da OPA por Mudança de Controle 7 Relação de troca implícita na OPA pós Mudança de Controle, com base na determinação de valor justo de ação ON de não-controle no exercício de Tag Along a 80% do preço pago para as ações de controle 1,25 97 CONFIDENCIAL Fonte: Economatica; Bloomberg; CVM; BM&FBovespa Nota: (1) Não contempla migrações ocorridas no contexto de transações de M&A: a lista completa de migrações encontra-se no anexo deste Estudo; (2) Variação diária do IPCA- IBGE = inflação mensal registrada no período transformada em inflação diária equivalente (para efeito deste cálculo estima-se que cada mês possui 30 dias)

97 Seção II Metodologias analisadas e respectivos resultados

98 Seção II Metodologias analisadas e respectivos resultados A. Migrações precedentes

99 Análise de migrações precedentes para o Novo Mercado Amostra selecionada de migrações concluídas desde Conceito Análise das relações de troca verificadas em migrações precedentes até a Data-Base Listagem prévia ao Novo Mercado Tag along para minoritários (relação de troca implícita) 2 Companhia Data de anúncio da migração Relação de troca PN : ON Tupy 24/jan/13 1,00 PN : 1,00 ON Tim 01/jul/11 1,19 PN : 1,00 ON Nível Básico ON: n.a. PN: n.a. Metal Leve 06/out/10 1,00 PN : 1,00 ON Magnesita (ON's não-controle) 3 01/abr/08 1,29 PN : 1,00 ON Nível 1 Nível 2 ON: 80% (1,25 ON não-controle : 1,00 ON controle) PN: n.a. ON: 100% (1,00 ON não-controle : 1,00 ON controle) PN: 100% (1,00 PN : 1,00 ON controle) 4 Magnesita (ON's controle) Paranapanema Ultrapar Iochpe-Maxion Contax Somos Educação Santos Brasil Participações Kroton 01/abr/08 14/dez/11 04/abr/11 01/mar/08 14/mar/16 07/ago/14 27/abr/14 13/nov/12 1,56 PN : 1,00 ON 1,00 PN : 1,00 ON 1,00 PN : 1,00 ON 1,20 PN : 1,00 ON 1,00 PN : 1,00 ON 1,00 PN : 1,00 ON 1,00 PN : 1,00 ON 1,00 PN : 1,00 ON Em função do atual nível de governança da Alpargatas, entendemos que este é o universo mais comparável em termos de distinção de práticas de governança corporativa pré e pós migração para o Novo Mercado ALL 02/jun/10 1,00 PN : 1,00 ON Estácio 04/jun/08 1,00 PN : 1,00 ON Máximo (amostra selecionada) Mínimo (amostra selecionada) 1,56 PN : 1,00 ON 1,00 PN : 1,00 ON CONFIDENCIAL Fonte: Bradesco BBI; BM&FBovespa; Companhias; Factset; Economatica Nota: (1) Não contempla migrações ocorridas no contexto de transações de M&A: a lista completa de migrações encontra-se no anexo deste Estudo; (2) Assumindo prêmio de controle; (3) Conforme Fato Relevante de 01/02/08: Valor atribuído às ações ON não-controle de Magnesita de R$63,70/ação; ações PN avaliadas em R$49,50/ação; (4) Conforme Fato Relevante de 01/02/08: Valor atribuído às ações ON de controle de Magnesita de R$77,00/ação; ações PN avaliadas em R$49,50/ação

100 Seção II Metodologias analisadas e respectivos resultados B. Prêmio por controle

101 Transações precedentes que envolveram aquisição de controle de companhias listadas em bolsa no Brasil Conceito Análise do prêmio/desconto histórico em eventos de alienação de controle de companhias listadas em bolsa no Brasil Empresa-alvo Data de anúncio Valor implícito por 100% (Equity Value R$ mm) Equity value médio (R$ mm) 1 Prêmio de controle implícito 1 Volume médio de negociação (R$ mm) 1 U90D U30D U3D U1D U90D U30D U3D U1D U90D U30D U3D U1D Estácio 08/jul/ % 24% 15% 16% 51,5 90,8 42,7 52,3 BMI 03/mar/ % 51% 50% 50% 0,0 0,0 0,0 0,0 Ecorodovias 18/dez/ % 89% 95% 93% 13,9 16,7 7,5 6,1 BR Properties 11/dez/ % 1% 35% 33% 19,1 36,7 193,7 547,9 Alpargatas 23/nov/ % 47% 33% 33% 3,3 3,5 3,1 1,9 Cetip 30/out/ % 24% 22% 23% 50,2 46,8 57,4 74,1 Bematech 14/ago/ % 6% 2% 2% 2,2 3,7 2,0 0,0 Abril Educação 09/fev/ % 21% 24% 22% 5,2 7,1 5,6 5,0 Karsten 29/set/ % 453% 462% 461% 0,2 0,1 0,0 0,0 ALL 15/abr/ % 39% 23% 21% 31,3 28,3 63,3 30,0 Brookfield 14/fev/ % 37% 33% 37% 10,6 12,2 9,3 9,2 Cia. Providência 27/jan/ % 30% 35% 38% 0,3 0,3 0,3 0,6 DASA 23/dez/ % 56% 61% 54% 0,4 0,8 1,1 1,0 Excelsior 10/jun/ % (23%) (27%) (27%) 0,0 0,0 0,0 0,0 Anhanguera 22/abr/ % 38% 40% 41% 41,4 43,5 28,2 23,9 Comgás 28/mai/ % 13% 20% 20% 4,1 4,3 2,4 2,0 Redentor Energia 12/mai/ (10%) (3%) (0%) (0%) 1,5 1,7 0,2 0,1 Banco Pan 31/jan/ (15%) 17% 8% 11% 9,3 6,8 23,6 17,9 Elektro 19/jan/ (22%) (19%) (18%) (18%) 0,0 0,1 0,0 0,0 Todas as transações acima Considera as transações em que as ações adquiridas possuíam liquidez superior a R$1,0 mm/dia em U90D e U30D 2 Considera as transações em que as ações adquiridas possuíam liquidez superior a R$10,0 mm/dia em U90D e U30D 3 Mediana Total Mediana (>R$1 mm negociação) Mediana (>R$10 mm negociação) 24% 24% 24% 23% 22% 24% 23% 22% 34% 37% 33% 33% Intervalo dos prêmios de controle Mínimo: 22% Máximo: 37% 2 Intervalos considerados relevantes para as análises 102 CONFIDENCIAL Fonte: Bradesco BBI; CVM; Companhias Nota: (1) Anteriores ao anúncio de cada transação; (2) Exclui transações em que as seguintes empresas foram adquiridas: Banco Mercantil de Investimentos (BMI), Karsten, DASA, Cia. Providência, Excelsior e Elektro; (3) Além das excluídas no corte de R$1 milhão de volume médio de negociação, exclui-se também as transações envolvendo Alpargatas, Bematech, Abril Educação, Comgás, Redentor Energia e Banco Pan

102 Seção II Metodologias analisadas e respectivos resultados C. Histórico de cotação de mercado da Alpargatas (ajustada)

103 Histórico de prêmio/desconto com base em negociação de mercado Nos dois períodos analisados, o volume financeiro médio negociado das ações ON representou 0,64% e 2,12% do volume financeiro médio negociado das ações PN, minimizando a assertividade da presente análise Conceito e justificativas de descarte Ações ON Análise do prêmio/desconto histórico das ações ON em relação às ações PN Aplicabilidade da metodologia depende do grau de liquidez de cada classe de ação e, portanto, as ações ON não possibilitam uma análise consistente, nem razoável Ações PN Período: U360D anteriores ao Estudo (18/03/ /03/ ) Período: U360D anteriores ao Estudo (18/03/ /03/ ) Parâmetro Aplicabilidade Parâmetro Aplicabilidade 196 dias de negociação em 261 pregões 75,1% dos pregões O 250 dias de negociação em 261 pregões 95,8% dos pregões P Média diária: 4 mil ações 0,0% do total de ações ON da Companhia O Média diária: 548 mil de ações 0,2% do total de ações PN da Companhia P Volume financeiro médio negociado: R$36 mil por pregão O Apenas 0,64% do volume financeiro das ações PN Volume financeiro médio negociado: R$5.560 mil por pregão P Período: U360D anteriores à Mudança de Controle (06/10/ /10/ ) Período: U360D anteriores à Mudança de Controle (06/10/ /10/ ) Parâmetro Aplicabilidade Parâmetro Aplicabilidade 189 dias de negociação em 261 pregões 72,4% dos pregões O 245 dias de negociação em 261 pregões 93,9% dos pregões P Média diária: 11 mil ações 0,0% do total de ações ON da Companhia O Média diária: 550 mil ações 0,3% do total de ações PN da Companhia P Volume financeiro médio negociado: R$99 mil por pregão O Apenas 2,12% do volume financeiro das ações PN Volume financeiro médio negociado: R$4.661 mil por pregão P 104 CONFIDENCIAL Fonte: Economática Nota: (1) Últimos 360 dias da data de emissão deste Estudo; (2) Últimos 360 dias da data de publicação, pela Alpargatas, de fato relevante sobre a alienação de controle pela Camargo Corrêa (05/10/2015): mesmo que não houvesse sido concretizada a transação, considerou-se a data de 05/10/15 a fim de utilizar o preço não afetado pelo anúncio da potencial transação à época

104 Análise de liquidez das ações ON O baixo volume negociado das ações ON reduz a capacidade de precificação adequada da ação pelo mercado Volume negociado entre 18/03/2016 e 17/03/ R$ mil Pregões negociados (dias) Volume médio negociado ON s/pn s: 0,64% 0 mar-16 mai-16 jul-16 set-16 nov-16 jan-17 mar-17 % pregões totais 75,1% Quantidade média negociada por dia (ações) 4 mil % do total de ações ON 2 0,0% Volume financeiro médio negociado por dia R$36 mil Volume negociado entre 06/10/2014 e 05/10/ R$ mil Pregões negociados (dias) Volume médio negociado ON s/pn s: 2,12% 0 out-14 dez-14 fev-15 abr-15 jun-15 ago-15 out-15 % pregões totais 72,4% Quantidade média negociada por dia (ações) 11 mil % do total de ações ON 4 0,0% Volume financeiro médio negociado por dia R$99 mil 105 CONFIDENCIAL Fonte: Economática Nota: (1) Últimos 360 dias da data de emissão deste Estudo; (2) Considera ações ON outstanding do Formulário de Referência disponibilizado na CVM em 15/03/2017; (3) Últimos 360 dias da data de publicação, pela Alpargatas, de fato relevante sobre a alienação de controle pela Camargo Corrêa (05/10/2015); (4) Considera ações ON outstanding do Formulário de Referência disponibilizado na CVM em 01/10/2015

105 Análise de liquidez das ações PN Ações PN possuem volume razoável de negociação, podendo ser utilizadas em análise de mercado Volume negociado entre 18/03/2016 e 17/03/ R$ mil mar-16 mai-16 jul-16 set-16 nov-16 jan-17 mar-17 Pregões negociados (dias) 250 % pregões totais 95,8% Quantidade média negociada por dia (ações) 548 mil % do total de ações PN 2 0,2% Volume financeiro médio negociado por dia R$5.560 mil Volume negociado entre 06/10/2014 e 05/10/ R$ mil out-14 dez-14 fev-15 abr-15 jun-15 ago-15 out-15 Pregões negociados (dias) 245 % pregões totais 93,9% Quantidade média negociada por dia (ações) 550 mil % do total de ações PN 4 0,3% Volume financeiro médio negociado por dia R$4.661 mil 106 CONFIDENCIAL Fonte: Economática Nota: (1) Últimos 360 dias da data de emissão deste Estudo; (2) Considera ações PN outstanding do Formulário de Referência disponibilizado na CVM em 15/03/2017; (3) Últimos 360 dias da data de publicação, pela Alpargatas, de fato relevante sobre a alienação de controle pela Camargo Corrêa (05/10/2015); (4) Considera ações PN outstanding do Formulário de Referência disponibilizado na CVM em 01/10/2015

106 Análise de prêmio/desconto ON:PN ajustada com base no preço pago pelo controle para ON e preço de mercado para PN Análise do prêmio/desconto da ON vs. PN desde a Mudança de Controle Conceito Uma vez que a ação de controle de Alpargatas não possui liquidez, foi adotado o valor pago na Mudança de Controle como referência para esta análise Este valor foi diariamente corrigido pela variação do Ibovespa, Taxa DI e IPCA 1 até a Data-Base. Foi também criado um cenário de manutenção do preço de R$12,85 por ação constante, sem correção alguma Os valores acima foram então divididos pelo preço diário de fechamento da ação PN, de forma a se realizar os cálculos dos prêmios de ação de controle vs. ação não-controle ao longo do período Evolução prêmio/desconto entre ações ON:PN da Mudança de Controle à Data-Base (23/11/15 2 a 17/03/17 3 ) ON/PN 2,10 1,90 1,70 Mediana 1,50 3 1,57 4 1,30 1,46 5 1,36 1,10 6 1,31 23/11/15 Mudança de Controle 0,90 Mudança de Controle de Alpargatas ao preço de R$12,85/ação 0,70 Preço de fechamento da PN no dia anterior ao anúncio da Mudança de Controle: R$8,95/ação Conversão implícita no anúncio da Mudança de Controle de 1,44 PN : 1,00 ON de controle 0,50 nov-15 jan-16 mar-16 mai-16 jul-16 set-16 nov-16 jan-17 mar-17 ON a R$12,85/ação corrigidos pela variação do Ibovespa vs. valor de fechamento da PN em cada pregão ON a R$12,85/ação corrigidos pela variação diária do CDI vs. valor de fechamento da PN em cada pregão ON a R$12,85/ação corrigidos pela variação diária do IPCA 1 vs. valor de fechamento da PN em cada preção ON a R$12,85/ação mantido constante vs. valor de fechamento da PN em cada pregão 107 CONFIDENCIAL Fonte: Economática Nota: (1) Variação diária do IPCA-IBGE = inflação mensal registrada no período transformada em inflação diária equivalente (para efeito deste cálculo estima-se que cada mês possui 30 dias), adicionalmente, para o mês de março que não possuía cotação fechada, considerou-se o mesmo índice apresentado em fevereiro de 0,33% a.m.; (2) Data do anúncio da Mudança de Controle; (3) Data-Base para as análises deste Estudo