REGULATIONS FOR ISSUERS LISTING AND ADMISSION ON SECURITIES TRADING

Transcription

1 REGULATIONS FOR ISSUERS LISTING AND ADMISSION ON SECURITIES TRADING

2 REGULATIONS FOR ISSUERS LISTING AND ADMISSION ON SECURITIES TRADING 2 / 31 Conteúdo CHAPTER I DEFINITIONS... 3 CHAPTER II INTRODUCTION... 5 CHAPTER III PURPOSE... 6 CHAPTER IV ISSUERS LISTING... 7 PUBLICLY-HELD COMPANIES - ISSUERS SUBJECT TO CVM INSTRUCTION NO. 480/ FUNDS... 7 OTHER ISSUERS... 7 GENERAL PROVISIONS... 7 ISSUER LISTING REQUEST... 8 CASES OF DENIAL... 9 CHAPTER V RIGHTS AND OBLIGATIONS OF THE ISSUERS CHAPTER VI ADMISSION OF SECURITIES FOR TRADING APPLICATION FOR ADMISSION FOR TRADING SECURITIES CASES OF DENIAL CHAPTER VII MIGRATION BETWEEN ORGANIZED MARKETS AND LISTING SEGMENTS REQUEST FOR MIGRATION ANALYSIS PROCEDURE CASES OF DENIAL CHAPTER VIII WITHDRAWAL, SUSPENSION AND EXCLUSION OF SECURITIES TRADING WITHDRAWAL SUSPENSION EXCLUSION GENERAL PROVISIONS CHAPTER IX ISSUER S DELISTING EX OFFICIO DELISTING DELISTING COMMUNICATION CHAPTER X SANCTIONS CHAPTER XI GENERAL PROVISIONS... 29

3 3 / 31 CHAPTER I DEFINITIONS The acronyms and definitions prescribed below, when used in these Regulation, whether singular or plural, shall have the meanings below, and shall be valid specifically for these Regulations for Issuers Listing and Admission on Securities Trading. OUTSTANDING SHARES All shares issued by the Issuer, except for those held by the controlling shareholders, by the Related Persons and by the Issuer s managers; (b) those held in the company treasury; and (c) the special class of preferred shares which ensure differentiated political rights, provided that non-transferable. BM&FBOVESPA BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros. LISTING SUPERVISORY BOARD Created by BM&FBOVESPA, it aims at discussing and proposing specific performance by BM&FBOVESPA, regarding the issuers listing and admission of securities in the listing segments, as well as discussing and advising BM&FBOVESPA on regulatory and regulation matters. CVM Brazilian Securities Commission. ISSUER An authorized entity or an entity that has requested authorization to have its securities admitted for trading at the Organized Markets managed by BM&FBOVESPA. MANAGING ENTITY An entity authorized by CVM to structure, keep and inspect the Organized Markets. FUND An Investment Fund, irrespective of its modality or class, constituted in compliance with applicable law. ISSUER S MANUAL A manual that sets and consolidates both technical and operational procedures and other criteria supplementary to these Regulations.

4 4 / 31 ORGANIZED MARKET An electronic system or environment for trading or registration of transactions with securities, used by a fixed group of authorized people to transact, working on their own or on behalf of third parties, covering organized over-the-counter and exchange markets, as defined by CVM. RELATED PERSON Individual or legal entity, collective investment vehicle or universality of rights, that acts representing the same interest as the person or entity to which it is entailed. REGULATIONS These Regulations for Issuers Listing and Admission on Securities Trading. TRANSACTIONS REGULATIONS Transactions Regulations of Bovespa Segment. BASIC SEGMENT Exchange or over-the-counter market segment, managed by BM&FBOVESPA, which does not require additional conditions other than those set forth in these Regulations. SEGMENTS Basic Segment and/or the Special Segments, separately or jointly. SPECIAL SEGMENTS Novo Mercado, Corporate Governance Level 2, Corporate Governance Level 1 and Bovespa Mais. OUTSTANDING SECURITIES All securities issued by the Issuer, except for (a) those held by the controlling shareholders, Related Persons to the controlling shareholders and the Issuer s managers; (b) those held in treasury; and (c) the special class preferred shares which ensure differentiated political rights, provided that they are nontransferable.

5 5 / 31 CHAPTER II INTRODUCTION 2.1 These Regulations establish the rules regarding the Issuers listing and admission for trading securities and consolidates the rules and regulations disclosed by BM&FBOVESPA on this regard. 2.2 In case of conflict between these Regulations and the regulations of the Special Segments, the provisions set forth in the Special Segments regulations shall prevail. 2.3 These Regulations shall be supplemented by the Issuer s Manual.

6 6 / 31 CHAPTER III PURPOSE 3.1 These Regulations aims at establishing (a) the terms, conditions and procedures for the listing of Issuers at BM&FBOVESPA; and (b) the rules and procedures for admission for trading securities at the Organized Markets managed by BM&FBOVESPA.

7 7 / 31 CHAPTER IV ISSUERS LISTING PUBLICLY-HELD COMPANIES - ISSUERS SUBJECT TO CVM INSTRUCTION No. 480/ BM&FBOVESPA may list Issuers subject to CVM Instruction No. 480/09 that: a) are regularly incorporated and have the legal or regulatory authorizations necessary to perform their activities; b) obtain, from CVM, the issuer s registration in its applicable class, according to the securities issued, to be admitted for trading at BM&FBOVESPA, or that are expressly exempt from that registration; c) observe and comply with the rules and procedures applicable to the listing process before BM&FBOVESPA; d) meet the quantitative criteria applicable to the class of the Special Segment, as established in the Issuer s Manual; e) include, in their bylaws or equivalent instruments, the provisions set forth in Chapter VIII of these Regulations regarding the withdrawal or exclusion of the securities admitted for trading in the Organized Markets managed by BM&FBOVESPA; and f) meet the requirements made by BM&FBOVESPA in the scope of the listing process. FUNDS 4.2 BM&FBOVESPA may list, as Issuers, the Funds fulfilling the requirements set forth in sub items (a), (c), (e) and (f) of item 4.1, and, for the purposes of sub item (a), being necessary that the Funds have already obtained from CVM the operation registry and, for Real Estate Investment Funds, the registration of incorporation and operation. OTHER ISSUERS 4.3 BM&FBOVESPA may list other Issuers not covered by items 4.1 and 4.2, which securities may be traded in Organized Markets, according to the law and the regulation applicable to them and that meet the requirements set forth in item 4.1. GENERAL PROVISIONS

8 8 / The Issuer is fully responsible for the completeness and accuracy of the information and documents provided to BM&FBOVESPA for the analysis of its request for listing and admission of its securities for trading, and BM&FBOVESPA shall have no liability for proofing the completeness and accuracy of such information and documents. 4.5 The Chief Executive Officer of BM&FBOVESPA may, at its sole discretion, upon grounded decision: a) release the Issuer from complying with the requirements set forth in item 4.1(c), (d), (e) and (f) and from certain procedures described in the Issuer s Manual, upon grounded request made by the Issuer and according to the characteristics of each Issuer; b) exempt the Issuer from the listing process, subject or not to any additional conditions to be established by BM&FBOVESPA; or c) establish additional requirements to the Issuer s listing, considering facts, events or specific circumstances that so justify, being able to make requirements regarding the documentation filed by the Issuer, in case of the existence of repairable irregularities. 4.6 The Issuer listed in BM&FBOVESPA shall have its securities admitted for trading in the Basic Segment, as set forth in Chapter VI, in compliance with the provisions set forth in items 4.7 and 4.8 below. 4.7 The Issuer listed in BM&FBOVESPA that request admission for trading of its securities may choose for the admission for trading the securities issued in one of the Special Segments, subject to the proper requirements established in specific regulations. 4.8 The Issuer which requests admission for trading its securities in one of the Special Segments shall meet the quantitative criteria applicable to the class of the requested Special Segment, as established in the Issuer s Manual. 4.9 The foreign Issuers, as defined by the applicable regulations issued by CVM, shall not have their securities backed by instruments issued thereby admitted for trading in Special Segments. ISSUER LISTING REQUEST 4.10 The the Issuer s listing request shall be addressed to the Chief Executive Officer of BM&FBOVESPA, and it shall state the segment where the Issuer intends to have their

9 9 / 31 securities admitted for trading, and it shall be supported with the information and documents requested by BM&FBOVESPA, as prescribed in the Issuer s Manual. The analysis of the Issuer s listing request shall be carried out within the terms fixed in the Issuer s Manual The requirements made by BM&FBOVESPA shall be forwarded to the Issuer and they shall be met within the terms prescribed in the Issuer s Manual The Chief Executive Officer of BM&FBOVESPA shall have discretionary power to decide on the Issuer s listing, considering the fulfillment of the requirements set forth in these Regulations, as well as other criteria aiming at ensuring the integrity and the health of the Brazilian securities market and the image and reputation of BM&FBOVESPA, as a Managing Entity, in compliance with the provisions set forth in item 4.5 (c) above The Chief Executive Officer of BM&FBOVESPA may consult the Listing Supervisory Board or any other advisory committees created by BM&FBOVESPA, for the purpose of being assisted regarding his decision on granting or denying listing requests In case the Issuer request the listing simultaneously to the requests for registration before CVM mentioned in item 4.1 (b) or 4.2, as applicable, the Chief Executive Officer of BM&FBOVESPA may communicate the grant of listing prior to the granting of registration by CVM, provided that, in such case, the listing shall be subject to the obtainment of said registration The Issuer s listing shall be granted for an undetermined term, in compliance with the provisions set forth in Chapter VIII of these Regulations In case the Issuer desist of presenting a request for listing or if the requirements made by BM&FBOVESPA are not timely met, BM&FBOVESPA shall notify the Issuer, fixing a term not exceeding five (5) business days for the removal of the documentation that supported the listing request. Passed the established term, the documents shall be destroyed. CASES OF DENIAL 4.15 The Chief Executive Officer of BM&FBOVESPA may deny the request for listing of Issuer: a) who fails to meet the requirements and conditions set forth in these Regulations; and

10 10 / 31 b) in cases where, at its sole discretion, the trading of securities issued by the Issuer may be deemed harmful (i) to the healthy, fair, regular and efficient operation of the Organized Markets managed by BM&FBOVESPA; (ii) to the requirements and principles supporting the Special Segments; and/or (iii) to the image and reputation of BM&FBOVESPA, as a Managing Entity The Chief Executive Officer may also deny the request for listing of Issuer in the following events: a) in case the information presented by the Issuer, in the scope of the listing process, is deemed insufficient, unsatisfactory or non-conclusive, jeopardizing the careful decision making by investors with respect to the securities issued thereby; b) failure to timely met the requirements made by BM&FBOVESPA; c) in case the Issuer has not complied with any of its obligations concerning the provision of periodic or eventual information required by the entities governing the Brazilian securities market or abroad, provided that the referred noncompliance is deemed relevant by BM&FBOVESPA; d) in case the Issuer s independent auditors have issued (i) a statement evidencing the existence of relevant uncertainties about its capacity to mantain operations in a foreseeable future, and it is not possible, based on the information presented by the Issuer, in the scope of the listing process, to recognize measures taken by the Issuer that may contribute to the reversal of such situation, or (ii) an adverse opinion or a negative of opinion on the financial statements or an opinion subject to exceptions, emphasis, remarks or any mention that may raise relevant questions on the suitability of the Issuer s internal controls, its accounting practices or its repute; and e) if the Issuer, its (direct or indirect) controlling shareholders or managers have been sentenced (i) in administrative proceedings carried out by governmental entities, at arbitration proceedings or in civil proceedings, regarding acts or facts that, at the sole discretion of the Chief Executive Officer of BM&FBOVESPA, shows a conduct standard inconsistent with the preservation purpose of regular operation, the health and integrity of the Organized Markets managed by BM&FBOVESPA; or (ii) in criminal proceedings, by crimes such as bankruptcy, prevarication, active or passive corruption, bribery, misappropriation of public funds, embezzelment, crimes against the national economy, the decency or property, or if they have been sentenced to criminal penalty preventing, even if temporarily, from having access to public offices.

11 11 / The denying decision given by the Chief Executive Officer shall be grounded and it shall be communicated to the Issuer in writing, confidentially The denying decision mentioned in item 4.15 (b) above, shall be subject to resolution at a meeting carried out by the statutory Executive Board of BM&FBOVESPA, under the terms of BM&FBOVESPA Bylaws, and it shall be communicated to the Board of Directors.

12 12 / 31 CHAPTER V RIGHTS AND OBLIGATIONS OF THE ISSUERS 5.1 The listing of the Issuer grants the right to have its securities admitted for trading at the Organized Markets managed by BM&FBOVESPA, in compliance with the requirements set forth in the applicable law and regulations and in the regulations issued by BM&FBOVESPA. 5.2 The Issuer, its controlling shareholders and managers shall comply with all applicable rules issued by BM&FBOVESPA, as well as law and regulations applicable thereto, in compliance, especially, with the following obligations: a) to comply with the requirements and the obligations set forth in these Regulations; b) to provide, directly or by third parties, services to assist the holders of its securities, admitted for trading at the Organized Markets managed by BM&FBOVESPA, including, especially, bookkeeping and investor relations services; c) to notify BM&FBOVESPA and the market, on a timely basis, about the periodic and eventual information, as well as on the other information of interest to the securities market, as required by the applicable law and regulations, disclosing it by means of information disclosure systems or by any other means expressly recommended by CVM or by BM&FBOVESPA; d) to comply with all determinations and requirements of BM&FBOVESPA, as issued based on its regulations, within the terms fixed by BM&FBOVESPA; e) to pay to BM&FBOVESPA the applicable analysis charges and annual fees, in compliance with its price policy for Issuers; f) maintain the quotation of the securities, issued and admitted for trading at the Organized Markets managed by BM&FBOVESPA, within the minimum amounts established by BM&FBOVESPA, undertaking to perform the necessary acts for classification in said minimum amounts within the terms prescribed by BM&FBOVESPA; g) to request the admission for trading at the Organized Markets managed by BM&FBOVESPA of any securities issued, at the time of its creation, which grant: (i) to the holder of securities already admitted for trading at the Organized Markets managed by BM&FBOVESPA the preemptive right to its subscription or the right of first refusal for acquisition; or (ii) to the holder of securities issued, the right to subscribe or acquire securities already admitted for trading at the Organized Markets by BM&FBOVESPA; and

13 13 / 31 h) to carry out a public offering for the acquisition of securities issued, in the events and manner set forth in these Regulations, when applicable, maintaining, in its bylaws or equivalent instrument, an express provision to that effect, as set forth in item 8.1 below.

14 14 / 31 CHAPTER VI ADMISSION OF SECURITIES FOR TRADING 6.1 The Chief Executive Officer of BM&FBOVESPA may admit for trading (i) any kind of securities to be traded at the Organized Markets managed by BM&FBOVESPA, in compliance with the applicable law and regulation; or (ii) assets other than securities, as previously approved by CVM, without prejudice to the authorizations that may be required by other government entities and that the Issuer fulfills the following minimum conditions: a) to be listed in BM&FBOVESPA or expressly released from listing by BM&FBOVESPA, as set forth in Chapter IV, or listed in another Managing Entity; b) to observe and comply with the rules and procedures applicable to the process of admission for trading of its securities at the Organized Markets managed by BM&FBOVESPA; c) to meet the requirements made by BM&FBOVESPA in the scope of the process of admission for trading the securities issued by him; and d) to have the trading of its securities authorized according with its class or modality of Issuer s registration before CVM or do not depend on registration before CVM. 6.2 The kinds of securities and other assets admitted for trading at the Organized Markets managed by BM&FBOVESPA will be indicated at the Issuer s Manual. 6.3 The Chief Executive Officer of BM&FBOVESPA may, by grounded decision, establish additional requirements for the admission of securities for trading, considering specific facts, events or circumstances that justifies so. APPLICATION FOR ADMISSION FOR TRADING SECURITIES 6.4 The Issuer shall present to the Chief Executive Officer of BM&FBOVESPA an application for admission for trading securities, which shall be supported with the information and documents requested by BM&FBOVESPA, as prescribed in the Issuer s Manual. 6.5 In the application for admission, the Issuer shall clarify if the security issued by him will be traded at organized over-the-counter market or exchange market, in compliance with the applicable legal and regulatory restrictions. 6.6 The Chief Executive Officer of BM&FBOVESPA shall analyze the application for admission for trading, aiming to preserve the integrity and health of the securities market and the image and reputation of BM&FBOVESPA, as a Managing Entity, as well as the

15 15 / 31 proper provision of information by the respective Issuers, being able to make requirements in regarding the documentation presented, in case of the existence of repairable irregularities. 6.7 The requirements made by BM&FBOVESPA shall be forwarded to the Issuer and shall be met within the terms prescribed in the Issuer s Manual. The failure to meet such requirements shall cause the denial of the admission for trading. 6.8 Once all requirements established by BM&FBOVESPA are met, the Chief Executive Officer of BM&FBOVESPA may admit for trading the kind or class of security or asset subject of the application. The granting of admission for trading shall be communicated in writing to the Issuer. CASES OF DENIAL 6.9 The Chief Executive Officer of BM&FBOVESPA may deny the admission for trading of a certain kind or class of security when verified the non-compliance with the requirements established in these Regulations or in the Issuer s Manual, as well as in the following events: a) in case the information presented in the scope of the admission process for trading is deemed insufficient, unsatisfactory or non-conclusive, harming the careful decision making by the investors regarding such kind or class of securities; b) in the event of non-compliance with the rules applicable to the kind or class of security, set forth in the applicable law and regulation; and c) in the events where, at his sole discretion, the admission for trading of such kind or class of securities may be deemed harmful to the healthy, fair, regular and efficient operation of the Organized Markets managed by BM&FBOVESPA, and/or to the image and reputation of BM&FBOVESPA, as a Managing Entity The grounded decision denying the admission for trading a certain kind or class of security shall be communicated in writing to the Issuer, in compliance with the provisions set forth in Chapter XI Once the admission for trading is denied, or in case of desistance of the application for admission for trading securities or the non-timely compliance with the requirements made by BM&FBOVESPA, BM&FBOVESPA shall notify the Issuer, fixing a term of at least five (5) business days for the withdrawal of the supporting documentation of the admission application. After such term, the documents shall be destroyed.

16 16 / In case of non-compliance with the obligation set forth in item 5.2 (g), the Chief Executive Officer of BM&FBOVESPA may, at its sole discretion or upon request by any interested party, admit for trading the securities mentioned therein, irrespective of a request made by the Issuer The denial decision referred in item 6.9 (c), above, shall be subject to a resolution from a meeting of the statutory Executive Board of BM&FBOVESPA, performed according with the set forth in the BM&FBOVESPA Bylaws, and communicated to the Board of Directors.

17 17 / 31 CHAPTER VII MIGRATION BETWEEN ORGANIZED MARKETS AND LISTING SEGMENTS REQUEST FOR MIGRATION 7.1 The Issuer may request to BM&FBOVESPA the migration of the securities issued thereby between: a) Organized Markets where a certain kind or class of its securities issued are admitted for trading, provided that such migration is allowed, in compliance with the applicable law and regulations; b) Basic Segment and Special Segments, provided that the Issuer is organized as a corporation (sociedade por ações); and c) Special Segments, provided that the Issuer is organized as a corporation (sociedade por ações). 7.2 The request shall be addressed to the Chief Executive Officer of BM&FBOVESPA and it shall be supported by all information and documents established by BM&FBOVESPA in the Issuer s Manual. 7.3 The Chief Executive Officer of BM&FBOVESPA may grant the migration request to the Issuer that fulfills the minimum conditions for the Issuers listing, as defined in these Regulations, such as: a) to comply with the exit rules of the Organized Market wherein such kind or class of security issued is admitted for trading; b) to respect the rules of entry at the Organized Markets, where such kind or class of security issued shall be admitted for trading; c) to meet the Special Segment exit rules of which the Issuer participates, if applicable; d) to observe the rules of entry in the Special Segment of which the Issuer intends to participate, if applicable; and e) to have obtained all corporate authorizations necessary for the intended migration. ANALYSIS PROCEDURE

18 18 / The analysis of the migration request shall be carried out within the terms established in the Issuer s Manual. 7.5 The Chief Executive Officer of BM&FBOVESPA shall analyze the migration request aiming to preserve the integrity and health of the securities market and the image and reputation of BM&FBOVESPA, as a Managing Entity, as well as the proper provision of information by the respective Issuers, being able to make requirements with regarding the documentation presented if he finds out the existence of repairable irregularities. 7.6 The requirements made by BM&FBOVESPA shall be submitted to the Issuer and shall be met as and within the terms prescribed in the Issuer s Manual. The failure to comply with such requirements shall give rise to the denial of the migration request. CASES OF DENIAL 7.7 The Chief Executive Officer of BM&FBOVESPA may deny the migration request when (i) he verifies non-compliance with the provisions set forth in item 7.3; (ii) in the events set forth in items 4.15 and 4.16; and (iii) at its sole discretion, the migration may be considered harmful to the healthy, fair, regular an efficient operation of the Organized Markets managed by BM&FBOVESPA, to the requirements and principles supporting the Special Segments, or to the image and reputation of BM&FBOVESPA, as a Managing Entity. 7.8 The grounded decision of denial shall be communicated in writing to the Issuer, in compliance with the provisions set forth in Chapter XI. 7.9 In cases of denial of the migration request, the desistance of the request or the nontimely compliance with the requirements made by BM&FBOVESPA, BM&FBOVESPA shall notify the Issuer, establishing a term of, at least five (5) business days for withdrawal of the supporting documentation of the migration request. After the established term, the documents shall be destroyed The denial decision referred in item 7.7 (iii) above shall be subject to resolution from a meeting of the statutory Executive Board of BM&FBOVESPA, which shall be performed according with BM&FBOVESPA Bylaws, and communicated to the Board of Directors.

19 19 / 31 CHAPTER VIII WITHDRAWAL, SUSPENSION AND EXCLUSION OF SECURITIES TRADING 8.1 The Issuers shall include, in its bylaws or equivalent instrument, an express provision concerning the withdrawal and exclusion of securities admitted for trading at the Organized Markets managed by BM&FBOVESPA, reflecting the duties of the controlling shareholders, other shareholders and managers of the Issuer in the events of withdrawal and exclusion of said securities. WITHDRAWAL 8.2 The Issuer may plead the withdrawal from trading of certain kind or class of security issued by him and admitted for trading at the Organized Markets managed by BM&FBOVESPA, provided that in compliance with the following requirements: a) approval of such withdrawal from the board of directors of the Issuer or by the applicable body, as set forth in its bylaws or equivalent instrument; b) disclosure to the market by means of a notice of material fact after the above referred resolution of the board of directors or applicable body, as set forth in its bylaws or equivalent instrument, informing the proposal of withdrawal and granting the term of up to thirty (30) days, counted from publication of notice of material event, in order that the holders of the Outstanding Securities of said kind or class, enrolled in the due registration books up to the date of said publication, manifest their disagreement with the proposed alteration; and c) lack of disagreement of holders of the majority of the Outstanding Securities of said kind or class, or higher quorum, if so provided for in the Issuer s bylaws or equivalent instrument. 8.3 Alternatively to compliance with the requirement set forth in sub item (c) of item 8.2, the Issuer may withdraw from trading a certain kind or class of security issued by him and admitted for trading at the Organized Markets managed by BM&FBOVESPA after the occurrence of a public offering for the acquisition of such kind or class of security The Chief Executive Officer of BM&FBOVESPA may, in the events provided for in the Issuer s Manual, pursuant to a grounded decision on that respect, determine that the public offering procedure mentioned in this item 8.3 requires previous pronouncement by the holders of the Outstanding Securities, as set forth in item 8.2 (c).

20 20 / The public offering for the acquisition of securities mentioned in item 8.3 shall be held (i) by the Issuer s controlling shareholder; and (ii) for a price equivalent to, at least, the amount corresponding to the weighted average by volume of quotation of such kind or class of security in the Organized Markets managed by BM&FBOVESPA in the past twelve (12) months, in compliance with the provisions set forth in item In the event of withdrawal of shares, subscription bonus or debentures, as well as the certificates of deposit of such securities, the public offering for acquisition mentioned in items 8.3 and 8.4 or the redemption of such security, when applicable, shall be carried out as provided for in the law in force and in the applicable regulation issued by CVM. 8.6 In the absence of a controlling shareholder, the performance of the public offering for acquisition mentioned in items 8.3 and 8.4 shall be approved at a shareholders meeting, which shall also define the offering party in charge of the holding thereof, who, when present at the meeting, shall expressly assume the obligation of carrying out the offering. 8.7 In case of Funds, the acquisition shall be approved at a quotaholders meeting that decides for the withdrawal from trading of fund quotas, and such meeting shall be in charge of defining the party responsible for the acquisition, who, when present at the meeting, shall expressly assume the obligation of acquiring the shares held by the other quotaholders, according to the mechanisms allowed by the regulation in force. 8.8 The Issuer may, alternatively to the performance of the public offering for acquisition mentioned in items 8.3 and 8.4, propose to BM&FBOVESPA the adoption of another procedure that ensures to the holders of the respective kind and class of securities the right of sell or having redeemed its securities, by an amount, at least, equivalent to that mentioned in item 8.4 (ii), which may be accepted at the sole discretion of the Chief Executive Officer of BM&FBOVESPA by means of a grounded decision. 8.9 The requirements mentioned in items 8.2 and 8.3 shall be waived if all owners of the kind or class of securities for which the withdrawal is pleaded, expressly agree with such withdrawal If there are any securities which grants to their holders the right to subscribe or acquire a kind or class of security from the Issuer admitted for trading in the Organized Markets managed by BM&FBOVESPA, the withdrawal of those securities shall also depend on the non-opposition by the majority of its holders, or of a larger quorum established in the

21 21 / 31 Issuer s bylaws or equivalent instrument, or in the instrument creating the security, as set forth in letter (c) of item The withdrawal from trading of a certain kind or class of security shall comply with the operational procedures set forth in the Issuer s Manual applicable to the suspension of trading of such security The request of withdrawal from trading of a certain kind or class of security shall be made by the Issuer and supported with all information and documents necessary to its analysis, as established in the Issuer s Manual The requirements mentioned in this Chapter VIII shall not be applicable to the withdrawal from trading of the securities admitted for trading in the Novo Mercado, Level 2 of Corporate Governance, Level 1 of Corporate Governance or Bovespa Mais, which shall comply with the provisions set forth in the respective regulations, except for the provisions set forth in item below The requirements mentioned in this Chapter VIII shall not be applicable to the withdrawal from trading of the security admitted in the Organized Market managed by BM&FBOVESPA which takes place concomitantly to the admission for trading of the same security in another Organized Market managed by BM&FBOVESPA. SUSPENSION 8.15 The Chief Executive Officer of BM&FBOVESPA may suspend the trading of a given kind or class of security in the situations indicated in the Transactions Regulations. EXCLUSION 8.16 The Chief Executive Officer of BM&FBOVESPA shall exclude from trading a given kind or class of security in the following events: a) supervening noncompliance of one or more requirements of admission for trading of such kind or class of security, as long as it is an incurable fault; and b) the faults or situations that led the suspension of the trading of such kind or class of security have not been remedied.

22 22 / The exclusion of trading of a given kind or class of security shall be automatic upon maturity, redemption or reimbursement of all the securities of the referred kind or class In the event of exclusion of a given kind or class of security grounded on items 8.16 (a), 8.16 (b), or pursuant to Chapter X below, BM&FBOVESPA may determine the performance of an public offering for acquisition of all the Issuer s securities of a given kind or class, as admitted for trading at the Organized Markets managed by BM&FBOVESPA The decision about the performance of the offering mentioned in item 8.17 above, shall be taken considering, among other factors that may apply to the case: a) the existence of a relative liquidity for such securities on the Organized Markets managed by BM&FBOVESPA; and b) the consequences to investors of the decision to exclude, considering, most of all, the absence of another Organized Market in the country for the trading of the securities in question The public offering for acquisition referred to in item 8.17 shall consider the provided for in items 8.3 to 8.8 these Regulations In the absence of a controlling shareholder, in case the exclusion occur as a result of (i) a resolution of a shareholders meeting, those who have voted in favor of the resolution that implied on the exclusion, shall hold the public offering for acquisition referred to in item 8.17; or (ii) act or fact of the Issuer s management, BM&FBOVESPA shall notify the Issuer s managers for them to convene a shareholders meeting whose agenda shall be the resolution about how to remedy the act or fact that gave rise to the exclusion or, as the case may be, decide about holding the public offering for acquisition mentioned in item 8.17, and the shareholders meeting in this case shall define the offering party in charge of perform it, and such offering party present at the meeting shall expressly assume the obligation to perform the offering In case of Funds, if the exclusion occurs due to (i) resolution in a quotaholders meeting, those who have voted in favor of the resolution that implied on the exclusion shall acquire the quotas owned by the other quotaholders; or (ii) act or fact of the administrator or manager of the Fund, BM&FBOVESPA shall notify them to convene a quotaholders meeting whose agenda shall be the resolution on how to remedy the act or fact that gave rise to the exclusion or, as the case may be, decide about the abovementioned

23 23 / 31 acquisition which, in this case, shall also define the party in charge of perform it, and such party, present at the quotaholders meeting, shall expressly assume the obligation of acquiring the quotas owned by the other quotaholders as permitted by the regulations in force In the events mentioned in items 8.19 and 8.20, if the shareholders or quotaholders meeting decides to remedy the act or fact that gave rise to the exclusion, the respective decision of exclusion shall be suspended until BM&FBOVESPA verifies the actual cure. After the cure of the act or fact that gave rise to the exclusion the exclusion decision shall be revoked In the event of exclusion of shares, subscription bonus or convertible debentures admitted for trading on the Organized Markets managed by BM&FBOVESPA, the public offering for acquisition mentioned in item 8.17 shall be performed as provided in the regulations edited by CVM applicable to voluntary public offerings for acquisition of shares The Issuer may, upon a written and duly grounded request to BM&FBOVESPA and alternatively to the performance of a public offering for acquisition, as mentioned in item 8.17, adopt another procedure that ensures to the holders of the respective kind and class of securities, the right to sell or to have redeemed their securities for the minimum amount equivalent to that indicated in item 8.4, being the Chief Executive Officer of BM&FBOVESPA responsible for a grounded decision The decision of exclusion shall be communicated to the Issuer by BM&FBOVESPA, observing the provisions set forth in Chapter XI. GENERAL PROVISIONS 8.25 The Chief Executive Officer of BM&FBOVESPA shall decide, on reasonable grounds, about the removal or exclusion of a given kind or class of security Upon extraordinary situations, the Chief Executive Officer of BM&FBOVESPA may, upon duly grounded request or at its sole discretion, determine the adoption of a minimum price criteria for the security at the public offering for acquisition, referred to in items 8.3 and 8.17 diverse from the criteria set forth in items 8.4 and 8.18, as the case may be. Are examples of extraordinary situations that may prompt BM&FBOVESPA to justifiably determine the adoption of a minimum price criterion different from that set forth in items

24 24 / and 8.18, as the case may be, the occurrence within the twelve (12) months prior to the holding of a public offering or the decision of exclusion, respectively, of: (i) an event that reduces substantially the equity value of the Issuer; (ii) an event that reduces significantly the liquidity of the respective kind or class of the Issuer s security; (iii) a substantial drop of the price indexes of the Organized Markets in which the securities under the public offering for acquisition are traded and/or of the quotation of the respective kind or class of security of the Issuer; and (iv) substantial volatility in the quotations of the respective kind or class of security of issuance of the Issuer When the Special Segments provide for procedures for public offering for acquisition of shares, for delisting from the respective segment, this offering may be cumulative with the public offering set forth in item 8.3, and the rules and procedures described in the regulations of the Special Segments shall prevail In case the Special Segments regulations do not establish specific procedures, the Issuer shall be subject to which is described in item 8.3 et seq.

25 25 / 31 CHAPTER IX ISSUER S DELISTING VOLUNTARY DELISTING 9.1 The Issuer s voluntary delisting shall be conditioned to compliance with the following requirements: a) approval by the Issuer s Board of Directors or by the competent body of the Issuer, pursuant to its bylaws or equivalent instrument; b) removal of all kinds and classes of the Issuer s securities admitted for the trading on BM&FBOVESPA pursuant to the provisions set forth in Chapter VIII hereof; and c) release to the market by means of a notice of a material fact regarding the delisting. 9.2 The request for voluntary delisting of the Issuer shall be addressed to the Chief Executive Officer of BM&FBOVESPA backed up by all the information and documents required for his analysis as established in the Issuer s Manual. EX OFFICIO DELISTING 9.3 The Chief Executive Officer of BM&FBOVESPA may cancel the Issuer s listing ex officio in the following events: a) when there is cancellation of registration of the Issuer s with the CVM, pursuant to applicable laws and regulations; b) when the Issuer is undergoing liquidation (except in the case of Funds) or has its extinguishment formalized; c) when the Issuer has its bankruptcy decreed, even if resulting from a decision which has not been rendered final and unappealable; d) when the Issuer s extrajudicial liquidation is decreed; e) when the Issuer does not have any security admitted for trading on the Organized Markets operated by BM&FBOVESPA on or before the end of the calendar year following its listing with BM&FBOVESPA; f) when the Issuer does not have any security admitted for trading on the Organized Markets operated by BM&FBOVESPA for a period greater than two (2) years counted as from the date on which its securities are no longer admitted for trading; and

26 26 / 31 g) in the event of default on the obligations set forth herein pursuant to Chapter X below. DELISTING COMMUNICATION 9.4 The grounded decision about the Issuer s delisting, whether voluntary or ex officio, is incumbent upon the Chief Executive Officer of BM&FBOVESPA and shall be communicated in writing to the Issuer. 9.5 Once the voluntary delisting has been authorized or the ex officio delisting of the Issuer has been communicated, its securities shall no longer be traded on the Organized Markets operated by BM&FBOVESPA and the Issuer shall no longer be subject to the obligations set forth in item 5.2 except in relation to the acts or facts that took place prior to delisting.

27 27 / 31 CHAPTER X SANCTIONS 10.1 In the event of default on the obligations set forth herein, the Chief Executive Officer of BM&FBOVESPA may apply the following sanctions: a) a warning, sent to the sanctioned party; b) public censorship released at the website of BM&FBOVESPA; c) fine; d) trading of securities separately; e) exclusion of trading of a given kind or class of security as indicated in 8.16 to 8.24; and f) ex officio delisting of the Issuer from BM&FBOVESPA as indicated in items 9.3. and The fine under item 10.1 (c) shall not exceed the following maximum amounts: a) five hundred thousand Reais (R$5,0.) in the event of default on the obligation set forth in items 5.2 (a), (c) and (f) of the Regulations; b) three hundred thousand Reais (R$3,0.) in the case of default on the obligations set forth in items 5.2 (d) and (g) of the Regulations; c) two hundred thousand Reais (R$2,0.) in the event of default on the obligations set forth in items 5.2 (b) and (e) of the Regulations; and d) fifty percent (50%) of the Outstanding Securities ascertained based on the average quotation of the last thirty (30) days in the event of an obligation set forth in item 5.2 (h) of the Regulations The funds arising out of the fines applied according to these Regulations shall revert to the equity of BM&FBOVESPA and shall be intended to activities associated with the regulatory and corporate improvement of the securities market The amounts indicated in item above shall be monetarily updated every twelve (12) months according to the General Price Index Market computed by Fundação Getúlio Vargas or any other index created to replace it The Chief Executive Officer of BM&FBOVESPA may also cancel the Issuer s listing exofficio in the event of default on the obligations set forth in item 5.2 for a period greater than nine (9) months.

28 28 / In the event of item 10.2, the determination of ex officio delisting shall imply automatic exclusion from trading of all the Issuer s kinds and classes of securities and, in this case, BM&FBOVESPA may determine the performance of a public offering for acquisition of all the securities of the Issuer of the kind or class admitted for trading on the Organized Markets operated by BM&FBOVESPA as indicated in items 8.3 to The application of the sanctions mentioned in items 10.1 and 10.2 by BM&FBOVESPA shall always be preceded by a written notice sent to the Issuer, as the case may be, describing the default and the facts related to it, being assured the adversary system and full defense, pursuant to the terms established in the Issuer s Manual In The application of the sanctions referred to in item 10.1, will be considered the damages to the market and to its participants, the advantage gained by the offender, the existence of prior violation of any rule of these Regulations or of the regulations of a Special Segment (if applicable) and the recurrence characterized when the Issuer performs a violation of equal nature after an unappealable decision is imposed against him The provisions set forth in the respective regulations of a Special Segment shall prevail over the provisions hereof as regards the listed Issuers, whose securities are admitted for trading in such Special Segment.

29 REGULAMENTO PARA LISTAGEM DE EMISSORES E ADMISSÃO À NEGOCIAÇÃO DE VALORES MOBILIÁRIOS Revisão Página/Folha Data 29 / 31 CHAPTER XI GENERAL PROVISIONS 11.1 The Issuer s listing with BM&FBOVESPA or the admission of its securities for trading on the Organized Markets operated by BM&FBOVESPA shall not characterize recommendation of investment on the part of BM&FBOVESPA and shall not imply judgment or liability of BM&FBOVESPA about the quality or truthfulness of any information released by Issuer, the risks inherent to the activities developed by the Issuer, or its economic-financial condition The decisions of the Chief Executive Officer taken based on these Regulations shall not be subject to appeal The Chief Executive Officer may by its own act delegate the liabilities ascribed to it pursuant to these Regulations to the Officer for Issuers Regulations The decisions of the Officer for Issuers Regulations made based on the authority delegated to it shall be subject to review by the Chief Executive Officer within the term and as established in the Issuer s Manual Decisions made pursuant to items 4.5, , 4.15 (b), 6.3, 6.9(c), 7.7, 8.3.1, 8.8, 8.17, 8.23, 8.26 and 10.2 may not be the subject to delegation In the event of inquiry to the Listing Advisory Chamber pursuant to item above, the decision about the Issuer s listing shall necessarily be incumbent upon the Chief Executive Officer The communications issued by BM&FBOVESPA as set forth in these Regulations shall be sent by electronic message to the electronic addresses informed to BM&FBOVESPA by the Issuer It shall be incumbent upon the Chief Executive Officer of BM&FBOVESPA to approve the Issuer s Manual and rules and procedures supplementing these Regulations, and to adopt the measures required for the good and faithful performance of these Regulations The Issuers listed shall adjust to the rules set forth herein within a term of twelve (12) months counted as from the date on which these Regulations become effective.

30 REGULAMENTO PARA LISTAGEM DE EMISSORES E ADMISSÃO À NEGOCIAÇÃO DE VALORES MOBILIÁRIOS Revisão Página/Folha Data 30 / The updated versions of these Regulations and of the Issuer s Manual shall be released to the market by means of a Circular Letter and shall be available on BM&FBOVESPA website These Regulations shall become effective 180 days after release hereof. tmf/chr/64503.doc

31 REGULAMENTO PARA LISTAGEM DE EMISSORES E ADMISSÃO À NEGOCIAÇÃO DE VALORES MOBILIÁRIOS Revisão Página/Folha Data 31 / 31 1/21/14