Final Draft FLEURY S.A.

Transcription

1 Final Draft SHAREHOLDERS AGREEMENT OF FLEURY S.A. ON ONE PART: DELTA FM&B FUNDO DE INVESTIMENTOS EM PARTICIPAÇÕES AND ON THE OTHER PART: IN TEGRITAS PARTICIPAÇÕES S.A. AND AS INTERVENING PA RTIES IDENTIFIED IN THIS AGREEMENT AUGUST 1 ST, 2011

2 SHAREHOLDERS AGREEMENT OF FLEURY S.A. Hereby and in due legal form, on the one part: 1. DELTA FM&B FUNDO DE INVESTIMENTOS EM PARTICIPAÇÕES, pooling of resources constituted as closed-end-condominium, governed by its regulations and by the applicable legal and regulatory provisions, especially the Instruction of Comissão de Valores Mobiliários (the Brazilian equivalent to the US Securities and Exchange Commission) No. 391, of July 16, 2003, corporate taxpayer register CNPJ/MF No / , hereby represented according to its regulation ( FIP ); 2. INTEGRITAS PARTICIPAÇÕES S.A., a joint stock company, duly organized and existing according to the laws of the Federative Republic of Brazil, headquartered in the City and State of São Paulo, at Avenida Fagundes Filho, 145, conjunto 43, CNPJ/MF No / , hereby represented according to its Bylaws ( Integritas ); Whereas, FIP and Integritas, hereinafter referred to, jointly, as Parties and, indistinctly, as Party. And, moreover, in the capacity of consenting intervening parties, 3. FLEURY S.A., a joint stock company organized and existing according to the laws of the Federative Republic of Brazil, headquartered in the City and State of São Paulo, at Avenida General Valdomiro de Lima, 508, Jabaquara, CEP , CNPJ/MF No / , hereby represented according to its Bylaws ( Company ); 4. CORE PARTICIPAÇÕES LTDA., a limited business company, duly organized and existing according to the laws of the Federative Republic of Brazil, headquartered in the City and State of São Paulo, at Avenida Fagundes Filho, 145, Block 40 A, CEP , CNPJ/MF No / , hereby represented according to its Articles of Incorporation ( Core ); 5. BRADSEG PARTICIPAÇÕES LTDA., a limited business company, duly organized and existing according to the laws of the Federative Republic of Brazil, headquartered at Cidade de Deus, Prédio Novíssimo, 4º andar, Vila Yara, Osasco, Estado de São Paulo, CNPJ/MF No / , hereby represented according to its Articles of Incorporation ( Bradseg );

3 6. JORGE NEVAL MOLL FILHO, Brazilian, married, physician, holder of ID Card No , issued by CRM/RJ, and individual taxpayer register CPF No , residing and domiciled in the City and State of Rio de Janeiro, at Av. Epitácio Pessoa No , apto , Bloco B Lagoa, CEP ( Jorge ); 7. ALICE JUNQUEIRA MOLL, Brazilian, married, physician, holder of ID Card No , issued by CRM/RJ, and CPF No , residing and domiciled in the City and State of Rio de Janeiro, at Avenida Epitácio Person No , apto , Bloco B Lagoa, CEP ( Alice who, with com Jorge, are referred to simply as Moll Family ); and 8. FERNANDO TEIXEIRA MENDES, Brazilian, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua São Bento do Sul No. 87, Alto de Pinheiros; 9. MÁRIO ENDSFELDZ CAMARGO, Brazilian, married, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua Pombal No. 133, Sumaré herein represented by Maria Rosa de Jesus Braghetta Camargo, Brazilian, married, professor, holder of ID Card No , issued by SSP/SP, and CPF No residing and domiciled in the City and State of São Paulo, at Rua Pombal No. 133, Sumaré; 10. GILBERTO ALONSO, Brazilian, married, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, Rua Gil Eanes, 127, apt 101, Brooklin Novo; 11. PAULO GUILHERME LESER, Brazilian, physician, holder of ID Card No X, issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, Rua Prof. Alcebíades Delamare, No. 181, Morumbi; 12. ESPÓLIO CAIO MÁRCIO FIGUEIREDO MENDES, represented by Márcio Pinheiro Mendes, Brazilian, married, business administrator, holder of ID Card No X, residing at 14, Rue Paul Doumer Enghien-Les-Bains, France, that that constituted as his attorney Mr Mendes sister, Fernanda Pinheiro Mendes, Brazilian, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, Rua Caçapava, No. 69, apt 81, Jardim Paulista, CEP ; 13. LUIZ ROBERTO FERNANDES MARTINS, Brazilian, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua Bernardino Machado, 206, Granja Julieta;

4 14. JOSÉ GILBERTO HENRIQUES VIEIRA, Brazilian, married, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua Domingos Fernandes, 496, apt 101 A, Vila Nova Conceição; 15. EWALDO MÁRIO KUHLMANN RUSSO, Brazilian, married, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua Otávio Tarquínio de Souza, 1203, apt 81, Campo Belo; 16. ADAGMAR ANDRIOLO, Brazilian, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua Barão do Triunfo, 142, apt 82, bloco 2, Campo Belo; 17. RUI MONTEIRO DE BARROS MACIEL, Brazilian, married, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua Jabebira, 87, Jardim Everest; 18. APARECIDO BERNARDO PEREIRA, Brazilian, married, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua Cassiano Ricardo, nº 496, CEP , Jardim Cordeiro; 19. CELSO FRANCISCO HERNANDES GRANATO, Brazilian, married, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua Américo Brasiliense, 82, casa A2, Chácara Santo Antônio; 20. MARIA DE LOURDES LOPES FERRARI CHAUFFAILLE, Brazilian, married, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Avenida São Paulo Antigo, 599, apartamento 41, Real Parque; 21. OMAR MAGID HAUACHE, Brazilian, married, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua General Mena Barreto, 586, Jardim Paulista; 22. ROGÉRIO RABELO, Brazilian, married, physician, holder of ID Card No , issued by SSP/GO, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua João de Souza Dias, 515, apt 91, Campo Belo;

5 23. FERNANDO LOPES ALBERTO, Brazilian, married, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City Valinhos, State of São Paulo, at Alameda Itaóca, nº 755, Condomínio Vale do Itamaracá; 24. RENDRIK FRANÇA FRANCO, Brazilian, married, physician, holder of ID Card No. M , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua Madalena, 120, apt 81, Vila Madalena; 25. SERGIO LUIS RAMOS MARTINS, Brazilian, physician, holder of ID Card No. M , issued by SSP/SP, and CPF No , residing and domiciled in the City Ribeirão Preto, State of São Paulo, at Rua Chile 1500, apt 72, Jardim Iraja; 26. JOSÉ MARCELO AMATUZZI DE OLIVEIRA, Brazilian, married, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua Carlos Queiroz Telles, nº 162, apartamento 41B, CEP , Parque Morumbi; 27. VIVIEN BOUZAN GOMEZ NAVARRO ROSSO, Brazilian, married, business administrator, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua Princesa Isabel, 1003, apt 71, CEP , Brooklin Paulista; 28. WILSON LEITE PEDREIRA JUNIOR, Brazilian, married, physician, holder of ID Card No , issued by SSP/SP, and CPF No , residing and domiciled in the City and State of São Paulo, at Rua Iraúna, nº 237, Jardim Novo Mundo, CEP The qualified individuals above, except for Jorge and Alice, are simply called, collectively, "Core Partners". Whereas Core, Core Partners, Bradseg, Jorge and Alice with Company are referred to simply as Consenting Intervening Parties or, indistinctly as Consenting Intervening Party. PREAMBLE A. FIP is and shall be, on the effective date of this Agreement, the owner and legitimate holder of 17,580,675 (seventeen million, five hundred and eighty thousand, six hundred seventy-five) common, nominative shares without par value, representative of 11,25495% of the total capital and voting stock of the Company;

6 B. Moll Family is and shall be, on the effective date of this Agreement, the majority quotaholder of FIP; C. Integritas is and shall be, on the effective date of this Agreement, owner and legitimate holder of (eighty-two million, three hundred sixty-eight thousand, two hundred thirty-three) common, nominative shares without par value, representative of 52,73122% of the total and voting capital stock of the Company, except of the Events of Delivery; D. Core is and shall be on the effective date of this Agreement, owner and legitimate holder of (seventy-eight million, six hundred and five thousand, two hundred sixty-three) common, nominative shares, representative of 77,68339% of the total and voting capital stock of Integritas, except for the Events of Delivery; E. Bradseg is and shall be, on the effective date of this Agreement, owner and legitimate holder of (twenty-two million, five hundred eighty-one thousand, four hundred thirty-six) common, nominative shares without par value, representative of 22,3166% of the total and voting capital stock of Integritas, except for the Events of Delivery; F. Core and Bradseg executed on January 19, 2009 a shareholders agreement to regulate their relationship in the capacity of shareholders of Integritas and, consequently, their interests in the corporate participation held by Integritas in the Company (such agreement as it is in force on this date and with the letter signed by Core and certain Core Partners sent to Bradseg to the attention of Messrs. Samuel Monteiro dos Santos Júnior and Ivan Gontijo Junior, dated September 29, 2010, being hereafter referred to as Integritas Agreement ); G. Bradseg controls Bradesco Seguros S.A., consenting intervening party of the Integritas Agreement; H. Core Partners are owners and legitimate holders of ,00 (fifty-six million, four hundred forty-one thousand six hundred and one) quotas representative of 100% (one hundred percent) of the capital stock of Core and executed on September 15, 2008 a quotaholders agreement to regulate their relationship in the capacity of partners of Core ( Core Agreement ); and I. The shareholders intend to regulate their relationship as shareholders of the Company, according to Article 118 of Law No , of September 15, 1976 ( Law No /76 or Lei das S.A. [Brazilian Corporate Law]), establishing,

7 among others, rules in relation to: (a) the exercise of the voting right; (b) administration of the Company; and (c) transfer of certain shares issued by the Company and by Integritas and of the quotas that represent the Control of Core. THE PARTIES RESOLVE to execute this Shareholders Agreement ( Agreement ), which will be governed according to the following Clauses and conditions: 1. DEFINITIONS AND RULES OF INTERPRETATION 1.1 For all the purposes of this Agreement, the following expressions shall have the meaning attributed to them below: (a) (b) (c) (d) (e) (f) (g) Shareholder means the Parties, Core and/or the Core Partners who hold or come to hold, at any time and for any reason, Shares; Additional Shares means the (three million, nine hundred and fortyeight thousand nine hundred and fifty-one) common shares issued by the Company, held by Bradseg on this date; Affiliate means, in relation to a certain Person, any other Person who, directly or indirectly, Controls, is Controlled by or is under common Control with such first Person In the case of a natural person, Affiliate comprises, moreover, its heirs on any account; BM&FBOVESPA means the Stock Exchange, Commodities and Futures; Independent Director means the member of the board of directors of the Company with the characteristics contemplated in the Regulation of Listing of Novo Mercado of BM&FBOVESPA; Core Articles of Incorporation means the Articles of Incorporation consolidated through the private instrument of seventh amendment to the Core Articles of Incorporation executed on October 25, 2010; Control as well as its related terms, such as Subsidiary, Parent Company, Controlled by and under Common Control, means, in relation to any natural Person or corporation, or group of Persons linked by a vote agreement or any other agreement, (a) the capacity, be in through the title, direct and/or indirect, of securities, with voting right, to elect the majority of the board of directors or similar body of the Controlled Person; and (b) the direct and/or

8 indirect title of rights which assure, permanently, to the Controlling Person the majority of the votes in the general meetings, or similar bodies of the Controlled Person. Specifically for purposes of the provisions of Clauses 5.3(e) and 8 of this Agreement, there shall be considered Controller of the Company any natural Person or corporation, individually, or group of Persons linked by a vote agreement or any other agreement which fulfills any of the requirements mentioned in letters (a) or (b) above; (h) (i) (j) (k) (l) Successive Preemptive Right means the preemptive right granted to FIP in this Agreement, of independent existence, but of always successive right to the rights of Bradseg, Core and/or Integritas (as contemplated in the Integritas Agreement); Net Debt means the value of the principal, interest and, when due, other charges including of arrears and of fine, of short and long term obligations, net of the cash, resulting from: (a) any loans/debts with related parties (net of values receivable from the same creditor company or its Affiliates), loans, debt instruments and/or obligations assumed with any governmental authority related to payment in installments of liabilities of fiscal debts; (b) obligations of deferred payment, including those resulting from the purchase of the corporate participations; and (c) dividends to distribute. Event of Delivery means the procedure established in the Core Articles of Incorporation and in the Integritas Agreement through which Bradseg and/or the Core Partners or their successors receive shares issued by the Company; Encumbrance means all and any lien, including any promise to sale, purchase option, right of first offer, preemptive right, charge, common trust, pledge, fiduciary disposal in guarantee with or without title retention, mortgage, usufruct or any other right in rem of enjoyment, collateral or other guarantee, as well as any other claims which have substantially the same effects referred to herein; Related Parties means the following natural persons or corporations related to a certain Person (as applicable): (i) ascendants, descendants and their respective spouses to the 3 rd generation; (ii) spouses, partners, ex-spouses and ex-partners and their respective ascendants or descendants to the 3 rd generation; (iii) their shareholders, partners and Affiliates; and (iv) companies whose shareholders, quotaholders and/or administrators (whatever the names of their offices) have a kinship relationship indicated in items i and ii above with the Person in question. For clarification purposes, there following are the Related Parties of

9 the Company: Integritas, FIP, Core, Bradseg and Core Partners, as well as the respective Related Parties of these Persons; and (m) Person means any natural person or corporation, as well as any entities devoid of legal personality, organized according to the Brazilian or foreign legislation, including, companies of any type, de facto or de jure, consortium, partnership, association, joint venture, fund, any governmental authority and universality of rights. 1.2 In addition to the definitions contemplated in item 1.1 above, the expressions and terms defined indicated below, whenever used in this Agreement with their initials printed in capitals, shall have the meanings attributed thereto in the respective Clauses and/or items indicated below: Definition Share Shareholder Recipient of the Offer FIP Offeror Shareholder Offeror Indirect Shares Offered Integritas Shares Shares Offered Shares Contemplated in the First Offer Shares Subject to Put Option Disposal Indirect Disposal Dispose Of Notice of Decision Notice of Offer Chamber Brazilian Civil Code Condition of Option Closing Date of Put Option Right of First Offer Bylaws Notification of Acceptance Notification of Offer Notification of Indirect Offer Notification of Put Option Notification of Acceptance Notification of Tag Along Clause

10 Notification of Successive Exercise Put Option Other Services Restriction Periods Option Plan Preemptive Period Successive Exercise Period Put Option Price Core Quotas Regulation Response Previous Meeting Tag Along Interested Third Party Transfer of Other Services This Agreement shall be governed and interpreted according to the following principles: a) The headers and headings of this Agreement serve only for convenience of reference and shall not restrict or affect the meaning of the Clauses, paragraphs or items to which they apply; b) The terms inclusive, including and other similar terms shall be interpreted as if they were accompanied by the phrase merely for the sake of example, without limitations to the examples presented; c) Whenever required by the context, the definitions contained in this Agreement shall be applied both in the singular and in the plural, and the male gender shall include the female and vice-versa, without alteration of the meaning; d) Reference to any document or other instruments include all of their alterations, substitutions and consolidations and respective complementation, except if expressly provided otherwise; e) Except if expressly established otherwise herein, references to items or attachments apply to items and attachments to this Agreement; and f) All the references to any Parties, Shareholders, Company and Consenting Intervening Parties include their respective successors, representatives and authorized assignees.

11 2. CAPITAL, BYLAWS AND MINORITY SHAREHOLDER 2.1 The Company is governed by its Bylaws ( Bylaws ), which, as amended until the effective date of this Agreement, constitutes Attachment 2.1 hereto In the event of any discrepancy, divergence or conflict between this Agreement and the Bylaws, it is expressly established that the Shareholders shall, in the shortest possible period, take the steps necessary in their power to perform a general meeting of the Company and vote to promote the statutory reform necessary to eliminate the discrepancy or conflict then existing. 2.2 The shareholding of the Shareholders in the Company, on the effective date of this Agreement, without considering the eventual exercise of the withdrawal right by third parties from the Company by virtue of the incorporation to be made on the effective date of this Agreement, is as follows: Shareholders Number of Shares Percentage% FIP 17,580, % Integritas 82,368, % 3. RESTRICTED SHARES 3.1 This Agreement restricts all the Shares representative of the capital stock of the Company held by the Shareholders, as such term is defined in item 3.2 below. 3.2 For purposes of the provisions of this Agreement, the expressions Share and Shares mean all the shares issued by the Company held or which come to be held by the Shareholders (being, in the case of FIP, those that come to be restricted by it to this Agreement, as contemplated), at any time, which are restricted to this Agreement and subject to it, including, moreover, (i) any shares issued by the Company resulting from bonuses to the Shares and/or split or grouping of the Shares, (ii) any shares issued by the Company resulting from the exercise of the preemptive right (to the purchase and/or subscription) and/or of priority (in the case of issues in which the preemptive right is excluded, in the terms of Article 172 of Law No /76, and, in its stead, is assure priority of subscription), to which the Shares are entitled and which come to be acquired on any account by the Shareholders, (iii) any shares issued by the Company resulting from conversion or swap of any instruments or securities, conversion of debentures and/or the

12 exercise of subscription bonus, (iv) any subscription bonus or other financial instruments or securities convertible into shares issued by the Company held, or which come to be held, by the Shareholders, (v) any preemptive rights in the subscription of shares or of financial instruments convertible into shares issued by the Company held, or which come to be held by the Shareholders, as well as (vi) any shares, quotas and/or any other forms of corporate participation issued by other companies which come to substituted the shares issued by the Company as a result of split, merger, incorporation, contribution into capital increase or any other form of corporate reorganization which involves the Company and the shares issued by it. For clarification purposes, (i) the shares issued by the Company held by Bradseg, by the Core Partners and/or their successors as a result of an Event of Delivery are restricted to this Agreement, for all of its effects, while they are not disposed of in the stock exchange (in which case (a) such disposal shall occur freely and without compliance with the provisions contemplated in the Integritas Agreement and in this Agreement and (b) such shares shall be released from this Agreement and, consequently, from the definition of Shares); it being established that the Shares received by Bradseg, by the Core Partners or their successors as a result of Events of Delivery, shall be subject, in the event of disposal to third parties made in a way other than by means of sale in the stock exchange, to the Successive Preemptive Right; and (ii) FIP may restrict to this Agreement the shares issued by the Company which it acquires in the Stock Exchange or by means of the exercise of the Successive Preemptive Right for purposes of restoration of the participation contemplated in Clauses 4.4.1, and and other applicable clauses Notwithstanding the provisions of item 3.2 above, there are excepted from the definition of Shares, and, therefore, there are not subject to the provisions contemplated herein, the shares issued by the Company (i) restricted to the stock option plan of the Company approved at the special shareholders meeting of the Company dated November 12, 2009 ( Option Plan ); (ii) acquired by the Shareholders and by the Consenting Intervening Parties in the stock exchange and not restricted or nor encumbered by the Integritas Agreement; (iii) defined as Additional Shares pursuant to the terms of this Agreement; (iv) held directly by the Moll Family, provided that they are not Shares originally held by the FIP and restricted to this Agreement. Additionally, the Shares acquired by the FIP, its successors and/or assignees by means of the exercise of the preemptive right contemplated in Clause 7 shall cease to integrate the definition of Shares, and, therefore, are not subject to the provisions contemplated in this Agreement For purposes of the rights contemplated in Clauses 7 and 8 and item 17.7 below, this Agreement also restricts all the shares issued by Integritas held by Core and Bradseg ( Integritas Shares ), and the total quotas representative of the capital stock of Core held by the Core Partners (only to the extent in which such quotas are restricted to the Integritas Agreement) ( Core Quotas ). There apply to the definitions of Integritas Shares and Core Quotas the provisions of item 3.2 (i) to (vi), mutatis mutandis.

13 3.3 The rights resulting from the title to the Shares shall be integrated according to the terms and conditions of this Agreement, of the Integritas Agreement, of the Core Agreement and of the Core Articles of Incorporation. The Parties (except for FIP) recognize that the provisions of this Agreement, of the Integritas Agreement, of the Core Agreement and of the Core Articles of Incorporation (i) constitute valid and binding rights and obligations among their respective parties, and (ii) are harmonic and may not be impaired by the interpretation of any of these instruments, jointly or in isolation. 3.4 The Shareholders and the Consenting Intervening Parties declare that they are they are the holders and legitimate owners of all the Shares, the Integritas Shares and the Core Quotas, as applicable, and that the latter are free and clear from any Encumbrance, except as provided in this Agreement, in the Integritas Agreement, in the Core Agreement and in the letter sent to Bradseg to the attention of Messrs. Samuel Monteiro dos Santos Júnior and Ivan Gontijo Junior, dated September 29, ADMINISTRATION OF THE COMPANY AND AUDIT COMMITTEE 4.1 The Company shall be administered by a board of directors and by a management with the attributions contemplated in the law and in the Bylaws, after compliance with all the provisions of this Agreement in this respect. The board of directors shall elect the management of the Company. 4.2 The Board of Directors of the Company shall be comprised by 10 (ten) permanent members, natural persons, residing or not in Brazil, elected and removable at any time by the general meeting, all shareholders of the Company, and by up to 7 (seven) deputies, natural persons, residing or not in Brazil, elected and removable at any time by the general meeting, with mandate of 2 (two) years, reelection permitted. 4.3 The Shareholders undertake to exercise their voting right at the general meetings of the Company so that it is assured the right of FIP appoint and elect 1 (one) permanent member, his respective deputy and 1 (one) Independent Director to the board of directors of the Company, in compliance with the provisions of item below To appoint the Independent Director, (i) the Shareholders shall comply with all the criteria applicable to the independent directors, according to the Regulation of Listing of Novo Mercado, and (ii) the FIP shall submit to the board of directors of the Company a triple list of potential candidates, so that Integritas may appoint one of the three candidates appointed by the FIP.

14 4.4 The FIP shall cease being able to appoint to the board of directors of the Company (i) the triple list mentioned in item if it starts to hold participation in the voting capital of the Company of less than 7% (seven percent), and (ii) 1 (one) permanent member and his respective deputy if he starts to hold participation in the voting capital of the Company of less than 5% (five percent) If the participation of FIP is reduced to a percentage of the voting capital of the Company smaller than 5% (five percent) and greater than or equal to 3% (three percent), the FIP may, at any time, during the effectiveness of this Agreement, restore its participation in the voting capital of the Company and restrict it to this Agreement, so as to reacquire all the political rights contemplated therein For purposes of the provisions of item above, in the restoration of the rights of FIP there shall be observed the same percentages contemplated in this Agreement so that (i) the veto rights contemplated in item 5.3 below and the right to appoint 1 (one) member of the board of directors and his respective deputy are reacquired when the FIP starts to hold participation in the voting capital of the Company equal to or greater than 5% (five percent), and (ii) the right to appoint the triple list contemplated in item above shall be reacquired when the FIP starts to hold participation in the voting capital of the Company equal to or greater than 7% (seven percent) If the participation of FIP is reduced to a percentage of the voting capital of the Company smaller than 3% (three percent) as a result of involuntary dilution in the voting capital of the Company, the FIP shall have a period of 24 (twenty-four) months as of the event which has caused said dilution, to restore its participation in the voting capital of the Company and restrict it to this Agreement, so as to reacquire its political rights contemplated in this Agreement according to item FIP shall not be entitled to restrict Shares to this Agreement and to reacquire its rights after said period of 24 (twentyfour) months If the participation of FIP is reduced to a percentage smaller than 3% (three percent) of the voting capital of the Company as a result of a Disposal of Shares performed by FIP, the latter shall not be entitled to the restoration as contemplated in Clause above. 4.5 The FIP shall be entitled to request, at any time, the removal of any member of the board of directors of the Company, who has been appointed by him, the Shareholders undertaking, in the smallest period of time possible, to adopt the steps necessary aiming at removal of such director. 4.6 In the event of removal, waiver, substitution, or any other event, which results in the vacancy from office of any of the members of the board of directors of the Company

15 appointed by FIP, FIP shall be entitled to appoint the respective deputy (or a new deputy, if FIP chooses to confirm the deputy originally appointed to the vacant office). In this case, the Shareholders undertake to call, in the shortest period possible, the shareholders meeting of the Company to resolve on the election of members of the board of directors, the Shareholders undertaking, moreover, to vote so as to effectuate the election of the deputy member appointed by FIP. 4.7 FIP shall be entitled to request the convening of the audit committee of the Company, permanently, as well as alteration of the Bylaws so that the audit committee of the Company is permanent. The audit committee shall be formed by, at least, 3 (three) members, of which FIP shall have, and the other Shareholders shall do what is in their power to have, the right to appoint 1 (one) member, and Integritas, in compliance with the applicable legislation, the majority of the members, the Shareholders undertaking, in the shortest possible period of time, to take the necessary steps aimed at convening of the audit committee, as soon as requested by FIP. 4.8 Without prejudice to the right to appoint 1 (one) member to the audit committee, according to item 4.7 above, FIP is assured, during the effectiveness of this Agreement, the right to, at any time, have access to the documents and information of the Company and its Subsidiaries, to the same extent of access permitted to Integritas During the effectiveness of this Agreement, FIP may, to the same extent permitted to Integritas, provided that requested reasonably in advance and that it does not disturb the normal course of business of the Company: (i) visit and inspect the establishments of the Company and of its Affiliates; (ii) examine and take a copy of the books, documents and records of the Company and its Affiliates, as well as the books and records of the independent auditors of the Company and of its Affiliates (including the work papers of said auditors) pertaining to their business; (iii) discuss the matters of the Company and of their Affiliates with its officers and independent auditors, being able to request to them information and clarifications necessary; and (iv) obtain or verify the information with respect to the Company and their Affiliates necessary to the exercise of their rights contemplated herein. 5. MEETING PRIOR TO THE EXERCISE OF THE VOTE 5.1 With the exception of the resolutions in connection with the election of members of the board of directors and the audit committee, with respect to which there shall apply the provisions in Clause 4 above, and whenever one or more matters among those listed in items 5.3 and 10.2 of this Agreement is in the agenda, each of the Shareholders shall exercise their voting right in connection with the Shares at the general meetings of the Company, as well as shall cause their representatives in the Board of Directors of the

16 Company and of each of the Subsidiaries to exercise their voting rights in the respective corporate bodies, always jointly and according to the provisions of Clause The Shareholders shall perform, prior to any general meeting or meeting of the board of directors of the Company and/or of any of the Subsidiaries, which has in its agenda any of the matters contemplated in items 5.3 and 10.2 below, a meeting (hereinafter simply referred to as Prior Meeting ). With respect to the matters listed in item 5.3 below, the Prior Meeting shall have as its objective to debate and establish the position to be uniformly sustained by the Shareholders at the general meetings and/or meetings of the board which such Prior Meetings precede The Prior Meeting shall be held at the headquarters of the Company 48 (forty-eight) hours before the time of the general meeting or of the meeting of the board of directors to which it refers, the Company having the obligation to offer the structure necessary to its accomplishment Notwithstanding the general rule contemplated in item above, the Prior Meeting may be held by teleconference or videoconference, and/or in another location or hour agreed by all of the Shareholders. The Shareholders who participate remotely at the Prior Meeting shall confirm their vote, on the same date, by written correspondence to be sent by fax or by to be addressed to the president of the Board of Directors of the Company and to the other Shareholders For clarification purposes, the Prior Meeting shall be considered as called automatically at the time of call of the general meeting or meeting of the board of directors which has in its agenda the matters contemplated in items 5.3 and 10.2 below, no special call to the Prior Meeting being necessary. 5.3 The matters discriminated below shall be necessarily submitted to the approval of the general meeting and/or of the meetings of the board of directors of the Company and/or of the Subsidiaries, according to the case, and shall only be approved at the Prior Meeting against the affirmative vote of Integritas and of FIP, the provisions in this Clause 5 complied with: a) Alterations of the Bylaws or Articles of Incorporation, according to the case, of the Company with respect to the following matters: (i) transformation of the corporate type; (ii) duration; (iii) reduction of capital, except if for restitution of money to the Shareholders; (iv) creation of other kinds or classes of shares; (v) fiscal year; (vi) reduction in the scope of competence of the Board of Directors; and (vii) arbitration commitment clause.

17 b) approval (i) of the exit of the Company from Novo Mercado so that its actions have a record for negotiation outside Novo Mercado, (ii) of corporate reorganization involving the Company from which the resulting company is not admitted in Novo Mercado, or (iii) of cancellation of the registration of publicly held company of Company; c) the dissolution, liquidation or authorization for declaration of bankruptcy of the Company or of its Subsidiaries, beginning of judicial, extra-judicial recovery and like measures; d) any change in the policy of dividends of the Company which raises the distribution of earnings to a level above 50% (fifty percent) of the consolidated net profits of the Company; and e) any corporate reorganization involving the Company and/or its direct or indirect Controllers (except for Bradseg and/or its Affiliates (in this case, Integritas and Fleury)), including merger, incorporation (including of shares), merger and/or public offerings (including swap) launched or accepted by the Company (and/or its Controllers, except for Bradseg and/or its Affiliates (in this case, Integritas and Fleury)), provided that one or more partners (who are not Affiliate(s) of the Controller) of the company which participates in such corporate reorganization comes to execute a new shareholders agreement (or successor or a new Controller in the event of incorporation of shares) with a direct or indirect Controller of the Company (or its successor or new Controller in the case of incorporation of shares) or addendum to shareholders agreements involving the Company s shares in force at the time of the reorganization, even if such addendum or agreement is not executed at the time or the corporate reorganization in question but it is in the 6 (six) subsequent months The Parties and the Consenting Intervening Parties recognize that the provisions of item 5.3(e) above applies to and reaches the Integritas Agreement and the Core Agreement, as well as any addendum or agreement which comes to reform or substitute them, totally or partially In the case of any corporate reorganization contemplated in item 5.3 (e) above, the administrators of the Company, of Integritas and/or of Core shall only be authorized to make any registration of shareholders agreements in the corresponding corporate books in the event of such fact having been previously approved at a Prior Meeting.

18 5.3.2 The FIP shall lose its veto rights established in item 5.3 above on the date when it starts to hold less than 5% (five percent) of the voting capital of the Company, without prejudice to holding a Prior Meeting for the purposes of resolution of the matters listed in item The right of veto shall be in force again if FIP restores its participation in the voting capital of the Company, in the terms of items and above, according to the case It shall not be considered as a deadlock among the Shareholders the failure to approve any matter contemplated in item 5.3 above, the Shareholders and/or their representatives shall, according to item below, vote in block for the withdrawal from the agenda or, if it is not possible, for non approval of said matter at the respective general meeting and/or board of directors, as applicable, it being maintained, in this case, the status quo ante of the Company and/or of its Subsidiaries. 5.4 From each Prior Meeting there shall be executed minutes to be signed by those present, substantiating the summary of the resolutions taken and setting the prevailing orientation, which shall be observed by the Shareholders, including those absente, and a copy of such minutes shall be sent to the chairman of the general meeting and/or the meeting of the board of directors to which the respective Prior Meeting refers While the Prior Meeting is not held, the Shareholders hereby undertake not to approve such matter at a general meeting and/or cause their representatives in the Board of Directors of the Company not to approve such matter at a meeting of the board, exercising their respective voting rights so as to suspend or not approve the resolution until the same is deliberated at a Prior Meeting Each of the Shareholders undertakes to exercise his voting right at the general meetings of the Company, as well as to cause its representatives at the board of directors of the Company and the representatives of the Company in any general meeting or meeting of the board of directors of its Subsidiaries to exercise their respective voting rights in such corporate bodies, always according to the prevailing orientation on the respective matter, resolved at the Prior Meeting, and, in this case, in a single block Notwithstanding the provisions in item 5.3, the Shareholder who has occasionally failed to attend any Prior Meeting duly held according to this Clause 5 shall remain obliged to exercise his voting right at the general meetings of the Company, as well as to cause its representatives in the board of directors of the Company to exercise their respective voting rights in such corporate bodies, always according to the prevailing orientation on the respective matter as determined at the corresponding Prior Meeting If the representative of any of the Shareholders fails, at the meetings of the

19 board of directors of the Company and/or at general meetings or meetings of the board of directors of any of the Subsidiaries, to manifest his vote in connection with the Shares according to the orientation prevailing on the respective matter approved at the Prior Meeting, the Shareholder who has appointed the respective representative will be obliged to promote, if he receives a communication from another Shareholder expressing a request to this effect, the substitution of the dissident representative, as often as necessary In the event of any Shareholder and/or his representative in the board of directors not attending, abstaining or voting at a general meeting or meeting of the board of directors of the Company contrarily to the provisions of any of the items of this Clause 5, the other Shareholders or representatives of the other Shareholders at the board of directors of the Company may vote with the votes of this Shareholder or his representative according to a resolution taken at a Prior Meeting, the provisions in this item being valid an irrevocable and irreversible power of attorney for all effects and purposes contemplated herein. Notwithstanding the provisions in this item, any vote contrary to the resolutions taken at the Prior Meeting shall be considered null, invalid and ineffective, it being incumbent upon the chairman of meeting or of the meeting of the board of directors of the Company to declare the nullity, invalidity and ineffectiveness of the respective vote. 6. BUSINESS WITH RELATED PARTIES 6.1 The Company may conduct business with its Related Parties, it being established that such business shall always be made in commutative and market conditions, under permanent control and within the financial possibilities of the Company. The operations of the Company with its Related Parties shall have guarantees and representations of the management of the Company with respect to the appropriateness of the same to the market's parameters. 6.2 FIP shall be entitled to receive information on all the business with the Company s Related Parties, including receipt of the respective contracts, letters or commitments executed by the Company with its Related Parties and respective spreadsheets, reports and controls. FIP shall have, moreover, the right to include in the agenda of the meetings of the board of directors of the Company, an item related to the approval of specific business with Related Parties of the Company. 7. RESTRICTIONS TO THE TRANSFER OF SHARES 7.1 Except in the events of the permitted transfers contemplated in items 7.7 and 9.2 below, of the exercise of the Tag Along contemplated in Clause 8 below, of the Put Option contemplated in Clause 10 below and of the transfers in public offerings of shares of the Company, the FIP shall be prevented from transferring to third parties (i) any of its Shares

20 during the period of 12 (twelve) months counted from execution of this Agreement, (ii) Shares representative of 75% (seventy-five percent) of all the Shares which it holds on the effective date of this Agreement during the period comprised between the 12 th (twelfth) and the 24 th (twenty-fourth) month counting from execution of this Agreement, (iii) Shares representative of 50% (fifty percent) of all of the Shares which it holds on the effective date of this Agreement during the period comprised between the 24 th (twenty-fourth) and the 36 th (thirty-sixth) months counting from execution of this Agreement ( Restriction Periods ), it being established that (i) the Restriction Periods shall not apply in the event of the FIP start to hold participation in the voting capital of the Company smaller than 5% (five percent); and (ii) the FIP shall be subject to the provisions of Clause 9 of this Agreement after the 36 th (thirty-sixth) month counted from execution of this Agreement. 7.2 With the exception of the permitted transfers contemplated in item 7.7 below, Integritas, Bradseg, Core, Core Partners, their successors and/or assignees undertake not to sale, assign, transfer, grant participation on, confer on the capital of another company, promise any one of the acts already mentioned, or, in any other way or on any account, dispose of or promise to dispose of, or in any way, dispose of or promise to dispose of to third parties ( Dispose Of, being their acts or effect required as Disposal ), whether directly or indirectly, partially or totally, their Shares, without previously assuring the Successive Preemptive Right, including, of the Shares held by Bradseg, by the Core Partners and/or their successors or assignees as a result of an Event of Delivery. For clarification purposes, in the event of the Disposal de Shares resulting from previous encumbrance, bailment, pledge, usufruct, common trust or any other Encumbrance, Successive Preemptive Right, the Tag Along and the Right of First Offer shall be applicable in the terms of this Agreement For clarification purposes, FIP agrees that there are excepted from the Successive Preemptive Right, the Shares held by Bradseg, Core Partners, their successors and/or assignees (i) received as a result of an Event of Delivery which are sold in the stock exchange, in which case such Shares shall be released from this Agreement and the respective disposals shall occur freely and without compliance with the provisions contemplated in the Integritas Agreement and in this Agreement, or (ii) which are not restricted or encumbered in the form currently contemplated in the Integritas Agreement FIP shall have a Successive Preemptive Right (i) Bradseg in the case of Disposal of the Shares held by Integritas, Core or Core Partners, their successors or assignees and (ii) Core and/or Integritas in the case of Disposal of the Shares held by Bradseg, as such preemptive rights are contemplated in the Integritas Agreement The same rules in connection with the exercise of Successive Preemptive Right to the assignment or transfer, as a whole or in part, on any account, of rights, financial

21 instruments or securities which confer on their holder a subscription right of, or of conversion into, shares issued by the Company. 7.3 To guarantee the preemptive right established in item 7.2 above, the Shareholders undertook to observe the following: 7.3.1With the exception of the permitted transfers, contemplated in items 7.7 below, in the assumption of wishing to Dispose Of part or all of their Shares, Integritas, Bradseg, Core Partners, their successors and/or assignees ( Offering Shareholder ) shall notify, by written correspondence, FIP ( Shareholder Recipient of the Offer ) and send the following information and documents ( Notification of Offer ): (i) the number of Shares held by them which they intend to Dispose Of ( Shares Offered ); (ii) the procedure for the exercise of the preemptive right of Bradseg, Core and/or Integritas contemplated in the Integritas Agreement; (iii) the respective price, expressed in domestic currency and eventual additional conditions; (iv) the name of the bidder, identifying its direct and indirect controllers, up to the level of natural person, if this identification is possible; (v) a copy of the proposal, memorandum, contract or any other document containing the proposal presented by the bidder; (vi) declaration addressed to the Shareholder Recipient of the Offer, signed by the bidder, that the same (a) undertakes to acquire the Shares Offered in the conditions indicated in the Notification of Offer, if, Core, Integritas and/or Bradseg, as applicable, do not exercise their preemptive rights contemplated in the Integritas Agreement and, subsequently, the Shareholder Recipient of the Offer does not exercise his Successive Preemptive Rights, (b) in the event of a Disposal of Shares representing the transfer of Control of the Company to third parties, undertakes not just to acquire the Shares Offered in the conditions indicated in the Notification of Offer, but also all of the Shares issued by the Company owned by FIP, if the latter decides to exercise the right contemplated in Clause 8 of this Agreement, and (c) is aware of the existence of this Agreement, and undertakes to adhere to it, in compliance with item 7.9 below. The Notification of Offer contemplated herein shall be sent to the Shareholder Recipient of the Offer on the same date of the remittance of the corresponding notification contemplated in the Integritas Agreement, for the exercise of the preemptive rights contemplated therein The Shareholder Recipient of the Offer shall have successive preference to acquire all (and may not acquire less than all) the Shares Offered, for the same price and other conditions offered to the Shareholder Offeror by the bidder Within 30 (thirty) days counted from the date of receipt of the notification sent by Integritas informing the non exercise by Bradseg, Core or Integritas, according to the case, of their respective preemptive rights contemplated in the Integritas Agreement ( Term of Preference and Response ), the Shareholder Recipient of the Offer shall manifest by written correspondence, informing if it wishes: (i) to exercise his Successive Preemptive