By-laws

CHAPTER I: NAME, HEAD OFFICES, PURPOSE AND DURATION

Article 1 - Corporate Name. PDG REALTY S.A. EMPREENDIMENTOS E PARTICIPAÇĠES ("Company") is a business corporation that is ruled by these Company By-Laws and by the governing law applicable thereto.

Article 2 - Novo Mercado - BM&FBOVESPA. With the admission of the Company to the special listing segment called the Novo Mercado ("Novo Mercado") of the BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange ("BM&FBOVESPA"), the Company, its shareholders, managers and Audit Board members, when established, are subject to the provisions addressed in the Novo Mercado Regulations of the BM&FBOVESPA ("Novo Mercado Regulations").

Article 3 - Prevalence. The provisions in the Novo Mercado Regulations shall prevail over the statutory provisions in case of loss of rights by the recipients of the public offerings addressed in these Company By-Laws.

Article 4 - Head Offices. Law Courts and Branches. The head offices and law courts of the Company are located at Rua da Quitanda, No. 86, 4th floor (part), zip code 20091-005, in the Rio de Janeiro State Capital, being empowered to open and close down branches, agencies or other establishments in Brazil and elsewhere in the world, as decided by its Executive Board

Article 5 - Corporate Purpose. The purpose of the Company is: (a) to hold stakes in other companies operating in the real estate sectors as a partner, shareholder or consortium member, or through other types of investment, such as subscribing to or acquiring debentures, subscription warrants or other securities issued by companies operating in the real estate sector; (b) rendering collection services for receivables; (c) acquisition of properties for rent or lease; (d) acquisition of properties for real estate development; and (e) real estate acquisitions.

Article 6 - Duration. The duration of the Company is unspecified.

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CHAPTER II - CAPITAL AND SHARES

2.459.627.859

Article 7 - Capital. The equity capital of the Company is R$ 5,044,270,139.49 (five billion, forty-four million, two hundred and seventy thousand, one hundred and thirty-nine reais and forty-nine cents), fully subscribed and paid up, divided into 8,066,955 (eight million, sixty-six thousand, nine hundred and fifty-five) common shares, all registered, book entry and with no face value.

§1 - Vote per Share. Each of the common shares into which the equity capital is divided will have the right to one vote in the decisions taken by the General Meetings of the Company.

§2 - Authorized Capital. The Company is authorized to increase its equity capital, regardless of any alterations to its By-Laws, through Board decisions taken on stock issue(s) totaling up to a limit of 5,000,000 (five million) common shares. The limit considers all the Company’s increases of capital, within the authorized capital of the Company, since its incorporation, including all issues resolved by the Board. The Board decision(s) approving such stock issues will establish the conditions thereof, deciding whether the increase will take place through public or private subscription, as well as the price, manner and conditions of payment thereof.

§3 - Subscription Warrants. Up to the limit of the authorized capital, the Board may decide to issue subscription warrants.

§4 - Stock Purchase Plans. In compliance with the plan approved by the Annual General Meeting, the Board may grant stock purchase or subscription options to its management and employees, with no right of first refusal for the shareholders.

§5 - Stock Issues with no Right of First Refusal. Up to the limit of the authorized capital, the issue of shares, stock-convertible debentures and subscription warrants, whose placement will be handled through sales on stock exchanges or public subscriptions, or through stock swaps or public offerings for the acquisition of control, may take place excluding the right of first refusal of the shareholders, or through curtailing the length of time allowed for the exercise thereof.

§6 - Book-Entry Shares. The shares issued by the Company will be book entry, kept in deposit accounts in the names of their holders by a financial institution authorized by the Brazilian Securities Commission (CVM) and recommended by the Board, with the shareholders being subject to collection of the remuneration addressed in Paragraph 3 of Article 35 of Law Nş 6,404/76 (Law Nş 6,404/76).

§7 - Shareholder in Default. Should a subscriber fail to pay in the amounts subscribed under the conditions established in the bulletin or when called upon to do so, this will result in the entry thereof into default, under full right of law, for the purposes addressed in Articles 106 and 107 of Law Nş 6,404/76, being subject to payment of the amount in arrears restated monetarily in compliance with the variation in the General Price Index - Market issued by the Getulio Vargas Foundation (IGP-M / FGV) or the substitute thereof, in the shortest period of time allowed by law, in addition to interest at 12% (twelve per cent) p.a. on a pro rata temporis basis and a fine corresponding to 10% (ten per cent) of the value of the amount in arrears, duly updated.

Article 8 - Preferred Shares, Benefit Shares and Founders’ Shares. The Company may not issued preferred shares, benefit shares or founders’ shares.

Article 9 - Reimbursement for Right of Withdrawal. Pursuant to the provisions set forth in Article 45 of Law Nş 6,404/76, the amount of reimbursement to be paid to dissident shareholders will be based on the Economic Value of the Company, if lower than the Net Worth thereof presented in the latest Balance Sheet approved by the Annual General Meeting. The Net Worth value will be that used should the amount be less than the Economic Value of the Company.

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CHAPTER III - ANNUAL GENERAL MEETING

Article 10 - General Meeting. With the competence established by law and in these Company By-Laws, the Annual General Meeting meets on a regular basis during the first 4 (four) months subsequent to the end of the financial year, and on an extraordinarily basis whenever its corporate interests so require.

§1 - Representation by Proxy. At the General Meeting, shareholders represented by proxies must present power of attorneys with the notarized signature of the grantor thereof.

§2 - Legitimation - Book-Entry Shares. The holders of book-entry or shares held in custody must deposit with the Company, preferably up to 3 (three) days in advance, the evidentiary slips issued by the depositary financial institutions and evidentiary documentation of powers of representation. Shareholders attending the General Meeting and presenting the necessary documentation will not be prevented from participating in the Annual General Meeting.

§3 - Chair. The General Meetings will be declared open and Chaired by the Chairman of the Board or, in the absence thereof, by a shareholder selected through a majority of the votes cast by the attendees at the Annual General Meeting. The Chair of the General Meeting will appoint a Secretary to assist him during the session.

§4 - Approval of the following operations by the General Meeting will have its effectiveness conditioned to the ratification by the majority of debentureholders‘ of the 8th issuance of debentures convertible into shares of the Company at a General Meeting of Debenture Holders:

I - approval of mergers, spin-off, stock swap merger, transformation or any form of corporate reorganization involving the Company and/or its subsidiaries; and

II - the issuance of warrants, convertible debentures or any securities convertible into shares of the Company.

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CHAPTER IV - MANAGEMENT

Section I - General Rules

Article 11 - Management Entities. The Company will be managed by a Board and by an Executive Board.

§1 - Remuneration of the Management. The General Meeting will establish the overall or individual remuneration of the Management of the Company. If established on an overall basis, the Board must deliberate on the individual distribution thereof.

§2 - Induction of Officers. The induction into office of the Officers will be dependent on the signature of the respective deed and prior signature of the Deed of Assent by the Managers as mentioned in the Novo Mercado Regulations, and the signature of a Deed of Assent with the Manual on the Disclosure and Use of Information and Securities Trading Policy issued by the Company, also through signing the respective deed, in addition to complying with the legal requirements applicable thereto.

§3 - Concomitant Positions. The positions of Chairman of the Board and Chief Executive Officer of the Company may not be held concomitantly by the same person.

Section II - Board

Article 12 - Composition. The Board will be consist of at least 3 (three) and no more than 5 (five) members, in addition to another number of alternates to be determined by the General Meeting, limited to the number of elected Board Members, linked or not to specific full Board Members, elected by the Annual General Meeting and subject to dismissal thereby at any time. The terms of office of the Board Members will be unified, with a duration of 1 (one) year, except for vacant seats, which will be addressed as set forth in Article 13 below.

§1 - Chair and Deputy Chair of the Board. The Board will have a Chair, elected by a majority vote of the members thereof, at the first meeting after the induction of its members into office or whenever the position of chair falls vacant, as well as a Deputy Chair, also elected by a majority vote cast by the members, who will replace the Chair in order to perform the functions thereof.

§2 - Independent Board Members. At least 2 (two) - or 20% (twenty per cent) of the Board Members must be Independent Board Members, as defined in the Novo Mercado Regulations, with this status declared specifically in the Minutes of the General Meeting electing them, with Board Members being deemed independent when elected through the procedure established by Article 141, §4 and § 5 and Article 239 of Law Nş 6,404/76.

§3 - When compliance with the percentage mentioned in the previous Paragraph results in a fractional number of Board Members, this will be rounded out to the full number: (i) immediately higher thereto, when the fraction is equal to or greater than 0.5; or (ii) immediately lower thereto, when the fraction is less than 0.5.

§4 - Absence. In case of absence, the Board Members will be substituted in the following manner, and in the following order: (a) by their specific alternate if any, and if no specific alternate has been appointed: (b) by a Full Board Member, provided he has been appointed by the absent Board Member as the representative thereof, hereby establishing that the Full Board Member appointed as a representative by an absent Board Member is authorized to cast his own vote and also the vote of the absent Board Member, should no substitute be appointed; (c) by an alternate, convened by the Chair of the Board.

§5 - Attendance at Meetings. The Board Members may attend the Board Meetings through tele-conferencing, video-conferencing or through any other electronic means of communication, being deemed to have attended the meeting and necessarily confirming their vote through a written declaration forwarded to the Chair of the Board by letter, fac-simile or email immediately after the end of the meeting. Once this declaration has been received, the Chair of the Board will be fully empowered to sign the Minutes of the meeting on behalf of the Board Member.

Article 13 - Vacancy. Should any seat fall vacant on the Board held by a Member with no alternate, the Board will elect as many substitute Board Members as there are vacant seats, with the terms of office the Board Members elected as set forth in this Article expiring at the next General Meeting subsequent thereto.

Article 14 - Meetings. The Board will meet whenever convened to do so by its Chair or by a majority of its Members, through written notification forwarded at least 3 (three) days in advance, except for cases of evident urgency, when this period may be shortened. These notifications must state the time, date, place and Order of the Day for the Meeting, appending copies of documents or proposals to be examined or discussed.

§1 - Waiver of Convocation. Meetings will be deemed regular if attended by all Members, regardless of any preliminary formalities, or providing that all Members express their assent in writing to waiving such procedures.

§2 - Opening and Quorum. The Board Meetings will be declared open with a majority of their Members in attendance, with decisions deemed to be valid if approved by a majority of the Members in attendance, with the Chair holding the casting vote in addition to a personal vote.

Article 15 - Sphere of competence. Without adversely affecting the other duties and responsibilities established by law, it is incumbent on the Board to deliberate on the matters addressed in these By-Laws, especially those listed below:

a) establishing the purposes, policies and general guidelines for the businesses of the Company;

b) electing, dismissing, defining the remuneration and assigning duties and responsibilities to the Executive Board Members, in compliance with the limits established by the General Meeting or defined thereby;

c) overseeing the management activities of the Officers;

d) appointing and dismissing the independent auditors of the Company, when applicable;

e) issuing a prior opinion on the Report of the Management, the Accounts of the Executive Board and the Financial Statements of the Company, as well as examining the monthly trial balances;

f) submitting a proposal to the General Meeting for the allocation of the net profits of the Company for each financial year or for shorter periods;

g) approving the general budget of the Company;

h) approving the business plan of the Company;

i) establishing the debt ceiling of the Company;

j) deliberating on the Company taking out financing and loans in amounts exceeding 10% (ten per cent) of its Net Worth, as presented in the last Equity Balance Sheet, in any single transaction;

k) deliberating on the issue by the Company of subscription warrants, debentures or other papers or securities (except real estate credit notes and bank credit notes);

l) authorizing the amortization, redemption or buyback of shares issued by the Company for keeping in treasury or cancelation, in addition to deliberating on the possible divestment of shares that may be held in the Treasury;

m) proposing stock purchase option plans for the Management and employees of the Company;

n) establishing the value of the stakes in the profits assigned to the Management and employees of the Company;

o) deliberating on the signature, modification and rescission of contracts, in addition to conducting transactions of any type whatsoever between the Company on the one hand, and the shareholders of the Company and/or subsidiary, associated or parent companies of the shareholders of the Company, on the other;

p) deliberating on the Company holding stakes in other companies as a partner, quota-holder or shareholder, in addition to its participation in consortia and association agreements and/or shareholders’ agreements, and on the acquisition of companies in Brazil or abroad by the Company, provided that the investments in the company, agreement or consortium in question represent an investment for the Company whose value is equal to or exceeds 10% (ten per cent) of its Net Worth as presented in the last Equity Balance Sheet of the Company;

q) increasing the equity capital of the Company up to the ceiling authorized by the Company By-Laws, regardless of any rewording of its By-Laws;

r) authorizing the issue of any credit instruments to bring in funds (except real estate credit notes and bank credit notes), whether bonds, notes, commercial papers or others in common use on the market, deliberating on their issue and redemption conditions;

s) divesting goods constituting the permanent assets;

t) expressing views in favor of or against any public offering for the acquisition of shares issued by the Company, through a well-founded prior expert report disclosed within up to 15 (fifteen) days after the publication of the announcement of the public offering for the acquisition of shares, which must address at least (i) the convenience and opportunity of the public offering for the acquisition of shares in terms of the interests of the shareholders as a whole and the liquidity of the securities held thereby; (ii) the repercussions of the public offering for the acquisition of shares on the interests of the Company; (iii) the strategic plans disclosed by the offerer with regard to the Company; and (iv) other points that the Board deems pertinent, in addition to the information required under the rules applicable thereto as established by the CVM;

u) defining a short list of three companies specializing in corporate economic appraisals in order to draw up the appraisal report on the shares issued by the Company in case of any public offering for the acquisition of shares in order to go private or withdraw from the Novo Mercado; and

v) deploying other legal responsibilities or duties that may be conferred thereon by the General Meeting, in addition to resolving matters not addressed herein.

Article 16 - Advisory Committees. The Board may resolve to set up advisory committees in order to assist the respective Board Members, as well as defining their respective composition and specific duties and responsibilities.

Section III - Executive Board

Article 17 - The Executive Board is the entity representing the Company, being empowered to perform all management acts required to ensure its proper functioning.

§1 - Composition. The Executive Board shall consist of, at least, 2 (two) and no more than 10 (ten) members, including the Chief Executive Officer, the Chief Financial Officer, the Deputy Operating Officer, the Investor Relations Officer, the Human Resources Officer, the Shared Services Officer and the Legal Affairs Officer, who shall have the powers assigned to them by these Bylaws, and up until three Officers who shall not have specific assignments, having their competence assigned to them by the Board of Directors, allowed the accumulation of functions by one officer.

§2 - Term of Office. The Officers will be elected for terms of office lasting for up to 2 (two) years, with reelection permitted. The terms of office of the Officers will be extended automatically through to the election and induction of their respective substitutes, should such acts take place after the expiry of the terms of office of the Officers.

§3 - Vacant Seat. Should the position of Officer fall vacant, or should a Member become subject to any impediment, the Board shall elect a new Officer, or shall appoint a substitute from among the remaining Officers, in either case establishing the terms of office and the respective expiry dates thereof.

§4 - Meetings. The Executive Board is not a collegiate entity, and may thus meet whenever necessary, at the discretion of the Chief Executive Officer, who will also chair such meetings, in order to address operating aspects. An Executive Board Meeting will be deemed open when attended by Officers representing the majority of its members.

§5 - Chief Executive Officer. The Chief Executive Officer shall: (a) submit the annual budgets, work plans and investment plans to the Board for approval, as well as new expansion programs for the Company and its subsidiaries, fostering their implementation as approved; (b) draw up the operating guidelines and strategies of the Company; (c) establish the criteria for implanting the deliberations adopted by the Annual General Meeting and the Board Meetings, with the participation of the other Officers; (d) oversee all the activities of the Company; (e) coordinate the Executive Board, calling and presiding its meetings, when necessary; (f) coordinate and superintendent the activities of the Executive Board, convening and chairing its meetings; and (g) exercise the other duties and responsibilities conferred thereon by the Board.

§6 - Chief Financial Officer. The Chief Financial Officer shall: (a) the financial management of the Company and its subsidiaries; (b) management of the controller’s office and accounts department, as well as the tax and fiscal areas of the Company and its subsidiaries; (c) management of Company indebtedness and capitalization; (d) planning, preparing and forecasting the cash flow of the Company and its subsidiaries; (e) management of the treasury area of the Company of the Company and its subsidiaries; (f) structuring, negotiating and monitoring the real estate credits for each of the real estate projects in which the Company and its subsidiaries hold stakes; and (g) to substitute the Chief Executive Officer during the temporary absences and impediment thereof, performing any and all activities that are part of his powers that may be deemed necessary to the Company’s interests, as stipulated in these By-Laws.

§7 - Deputy Operating Officer. The Deputy Operating Officer shall: (a) planning, execution and administration of the acquisition of lots and launches; (b) implement the guidelines laid down by Marketing and Sales Policies; (c) commercial management of partnerships executed with third parties; (d) planning, controlling, budget-building, project coordination and work execution and (e) management of the urbanism department.

§8 - Investor Relations Director. The Investor Relations Director shall: (a) disclose and notify the CVM and the BM&FBOVESPA, if applicable, of any relevant fact or act occurring or related to the businesses of the Company, in addition to striving to ensure the full and immediate dissemination simultaneously on all markets on which these securities are listed for trading, in addition to other duties and responsibilities defined by the Board; (b) provide information to investors; and (c) keep the Company records updated, providing information as required for this purpose, all in compliance with the applicable regulations issued by the CVM.

§9 - Human Resources Officer. The Human Resources Officer shall: (a) establish policies, guidelines and procedures referent to Human Resources of the Company and its subsidiaries; (b) ensure that the Company’s policies and procedures for fixed, variable and long-term remuneration are competitive; (c) manage the benefit packages for the Company and its subsidiaries; (d) manage union and labor relationships connected to the Company’s, and its subsidiaries’, employees and contributors; (e) plan, coordinate and implement the development and personnel retention programs for employees and contributors; (f) [propagate/disseminate/spread] organizational culture, alongside with internal communication procedures and employee engagement; (g) structure and offer management systems, with process design, performance indicators and routine management, with the purpose of strengthening the accomplishment of all the Company’s department [objectives/targets].

§10 - Shared Services Officer. The Shared Services Officer shall: (a) plan, coordinate and implement the activities and procedures related to customer service for the Company and its subsidiaries; (b) supervise the human resources department of the Company and its subsidiaries; (c) plan, coordinate and implement the information technology activities of the Company and oversee the implementation of its systems; (d) plan, coordinate and manage the activities of accounts receivable, accounts payable, treasury, accounting and tax; and (e) plan, coordinate and implement the administrative activities of the Company and its subsidiaries.

§11 - Legal Affairs Officer. The Legal Affairs Officer shall: (a) plan, coordinate and implement the legal procedures and actions of the Company and its subsidiaries except for the fiscal and tax areas; (b) oversee matters related to the listed company regulation; (c) coordinate et preparation of the contracts of the Company and its subsidiaries; and (d) oversee and represent the Company at the General Meeting and Board Meetings of the Company and its subsidiaries; and (e) accompany and assist the Investor Relations Officer in matters related to the registration of the Company, issues of securities, public offerings and other rules established by the CVM.

Article 18 - Competence. Without adversely affecting its other duties and responsibilities established by law and these By-Laws, the Executive Board, chaired by the Chief Executive Officer, shall address the matters set forth in these Company By-Laws, especially those listed below:

(a) conducting the general and management policy of the Company as determined by the Board;

(b) coordinating the progress of the normal activities of the Company, including compliance with the decisions taken at General Meetings, Board Meetings and its own meetings;

(c) drawing up the annual and/or pluri-annual business plans and budgets of the Company, and submitting them to the Board;

(d) implementing the business plans and budgets of the Company, approved by the Board;

(e) submitting a proposal to the Board on the allocation of the net profits for each financial year;

(f) ordering the preparation of intermediate or half-yearly balance sheets and presenting the detailed economic, financial and equity trial balances to the Board on a quarterly basis, for the Company;

(g) drawing up the Report and the Financial Statements for each financial year;

(h) opening, operating and closing bank accounts and investment accounts;

(i) pursuant to the spheres of competence assigned to the Board and as set forth in the Company By-Laws, transact, waive, withdraw, enter into agreement, sign commitments, accept obligations, allocate funds, acquire, mortgage, pledge or in any manner whatsoever encumber real estate and other assets, in addition to granting collateral and other security, signing the respective deeds and contracts;

(j) representing the Company in Court or elsewhere as defendant and plaintiff, before any civil service departments or federal, state or municipal authorities, complying with the provisions set forth in the Company By-Laws;

(k) approving the grant of any types of collateral or surety by the Company for any third parties, in guarantee of its own or third party obligations;

(l) performing other duties and responsibilities assigned thereto by law or conferred thereon by the Board;

(m) approving the issue of real estate credit notes by the Company.

Sole Paragraph - Expression. The efficacy of the acts described above will not depend on any decision taken at an Executive Board meeting, when implemented or signed directly by the one of the Executive Board Members.

Article 19 - Representation of the Company. With the exceptions established in these By-Laws, any act or contract that establishes any liability, responsibility or obligation for the Company with third parties, or that holds them harmless against the Company, will necessarily be signed: (a) by any 2 (two) Officers; or (b) by any Officer together with a duly-accredited legal representative, under the terms and periods of the powers of attorney granted; or (c) by 1 (one) duly-accredited legal representative individually, or 2 (two) duly-accredited legal representatives together, with specific powers, as specified in the powers of attorney granted by 2 (two) Officers, either together or separately.

§1 - Representation in Case of Multiple Positions. The Company may not be represented by a single Officer, should this person hold more than one position on the Executive Board.

§2 - Personal Attendance at Proceedings or Providing Information. The Company may be represented by any of its Officers should it be necessary to appear personally in any act related to a lawsuit or administrative proceeding brought against the Company, or in order to provide information requested by entities in the direct civil service and semi-autonomous government entities under any federal entity, provided that these entities are acting within their respective spheres of competence.

Article 20 - Powers of Attorney. Powers of attorney will always be granted in compliance with the matters addressed in Article 19 of these Company By-Laws.

Sole Paragraph - Award of Powers. Powers of attorney must always be granted specifically for the acts to be performed by the representative and, other than those granted for legal purposes or to defend the Company in administrative proceedings brought by entities in the direct civil service or semi-autonomous government entities under any federal entity, the duration of their validity will be limited to 2 (two)years.

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CHAPTER V - AUDIT BOARD

Article 21 - Audit board. The Company will have an Audit Board that does not necessarily function permanently, established and assigned duties and responsibilities as set forth in Law Nş 6,404/76.

Sole Paragraph - The induction into office of the Audit Board Members will be dependent on prior signature of Deed of Assent of the Audit Board Members as mentioned by the Novo Mercado Regulations.

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CHAPTER VI - FINANCIAL YEAR AND PROFITS

Article 22 - Financial Year. The financial year will run from January 1 to December 31 each year.

Article 23 - Financial Statements and Information. At the end of each financial year and on the last business day of each calendar quarter, the Executive Board will draw up the Financial Statements as required by law and the Novo Mercado Regulations.

Sole Paragraph: The Company and its Management must hold a public meeting at least once a year with market analysts and any other stakeholders, in order to disclose information on its economic and financial status, and the projects and prospects of the Company.

Article 24 - Advance Dividends. The Board may declare dividends against profits or profits reserves, calculated in the Financial Statements, for any period of time, which will be deemed to constitute advance payments of the minimum mandatory dividend established in these By-Laws.

Article 25 - Allocation of Net Profits. In each financial year, the Company will distribute mandatory dividends of at least 25% (twenty five per cent) of the adjusted net profits, calculated in compliance with the provisions set forth in Article 202 of Law Nş 6,404/76.

Article 26 - Profit-Sharing by the Management. As established in the provisions set forth in Article 190 of Law Nş 6,404/76, the General Meeting approving the accounts for the financial year may decide on the distribution of up to 10% (ten per cent) of the earnings for the financial year, after the adjustments required by Article 189 of Law Nş 6,404/76, assigned to the Management of the Company as profit-sharing.

Sole Paragraph - The Board will establish the criteria for assigning shares in the profits to the Management.

Article 27 - Monetary Restatement and Lapse. The dividends assigned to the shareholders will be paid out during the period established by law, with monetary restatement and/or interest falling due only if so decided by the General Meeting and, if not claimed within 3 (three) years as from the decision on the act authorizing the distribution thereof, will lapse in favor of the Company.

Article 28 - Interest on Net Equity and Advance Dividends. The Board may draw up balance sheets over any period of time in order to distribute interest on net equity. The intermediate dividends and the interest on net equity will always be assigned to the mandatory dividend.

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CHAPTER VII - DIVESTMENT OF CONTROL, CANCELATION OF STOCK MARKET LISTING AND WITHDRAWAL FROM THE NOVO MERCADO

Article 29 - Divestment of Control. The divestment of control of the Company through a single transaction or through a series of transactions, must be undertaken on a suspensive or conditional basis, whereby the acquirer agrees to conduct a public offering in order to acquire the remaining shares from the other shareholders of the Company, in compliance with the conditions and periods established in the governing law and in the Novo Mercado Regulations, in order to ensure that they receive treatment that is identical to that offered to the Divesting Controlling Shareholder.

Sole Paragraph: the public offering mentioned in the Head Paragraph of this Clause will also be required: (a) when there is any assignment against payment of the subscription rights to shares and other papers or rights related to stock-convertible securities that may result in the Divestment of Control of the Company; or (b) in case of divestment of control of the Company holding the Power of Control of the Company, in which case the Divesting Controlling Shareholder will be bound to notify BM&FBOVESPA of the amount attributed to the Company for such divestment, appending documentary evidence of such value.

Article 30 - Obligations Arising from the Acquisition of Control through Successive Acquisitions. Any party acquiring the Power of Control thereover through a private stock purchase agreement signed with the Controlling Shareholder encompassing any number of shares, will be bound to: (i) conduct the public offering mentioned in Article 39 above; and (ii) as indicated below, pay out an amount equivalent to the difference between the price of the public offering and the amount paid for each share acquired on the Stock Exchange during the 6 (six) months prior to the acquisition date of the Power of Control, duly updated through to such payment date. This amount must be apportioned out among all persons selling shares issued by the Company during the trading sessions through which the acquirer conducted the acquisitions, in proportion to the net daily sell balance of each of them, with such apportionment undertaken by the BM&FBOVESPA as set forth in its Regulations.

Article 31 - Registration of Shares - Deed of Assent. The Company will not register transfers of shares to the acquirers of the Power of Control, or to parties that may acquire the Power of Control, prior to the signature thereby of the Deed of Assent of the Controllers, as stipulated in the Novo Mercado Regulations.

Article 32 - Shareholders’ Agreement: No Shareholders’ Agreement ruling on the exercise of the Power of Control may be registered at the head offices of the Company without its signatories having signed the Deed of Assent mentioned in the Head Paragraph of Article 31 above.

§1- The Shareholders’ Agreements duly kept on file at the head offices of the Company, establishing the clauses and conditions for the divestment of shares issued by the Company, also rule on the right of first refusal or regulate the exercise of voting rights by the shareholders, and will be respected by the Company and its Management.

§2 - The rights, obligations and responsibilities arising from such Shareholders’ Agreements will be valid and opposable to third parties, as soon as they have been duly ratified in the share registration books of the Company. The Management of the Company will strive to ensure compliance with these Agreement and the Chair of the General Meeting or the Executive Board Meetings, as applicable, must declare any vote non-valid when cast by a shareholder, or Officer counter to the terms of such Agreements, or in case of any absence or abstention by the shareholders, Officers, or other shareholders adversely affected thereby, or Officers elected by the adversely affected shareholders, being empowered to vote with the shares or votes owned by absent or omissive shareholders, as applicable, and as set forth in Article 118, §8 and §9 of Law Nş 6,404/76.

Article 33 - Offering arising from Cancelation of Stock Exchange Listing. In the public offering for the acquisition of shares to be conducted by the Controlling Shareholder or by the Company in order to cancel its Stock Exchange listing, the minimum price to be offered must correspond to the Economic Value calculated in an Assessment Report drawn up by a specialized institution or company with proven experience, independent of any power of decision held by the Company, its Management and/or its Controlling Shareholder, in addition to complying with the requirements set forth in §1 of Article 8 of Law Nş 6,404/76, and the responsibility established in §6 of this same Article.

Article 34 - Selection of the Appraiser to Determine the Economic Value. The selection of the specialized institution or company in charge of determining the Economic Value of the Company is the sole responsibility of the General Meeting, as from the presentation by the Board of short list of three names, with the respective decision taken by a majority of the votes, but not including blank votes, cast by shareholders representing the Shares in Circulation attending such General Meeting which, in order to be declared open at the first call, must be attended by shareholders representing at least 20% (twenty per cent) of the total number of Shares in Circulation, or at the second call, attended by any number of shareholders representing the Shares in Circulation. The costs of preparing the appraisal report must be accepted in full by the Offerer.

Article 35 - Withdrawal from the Novo Mercado. Should a decision be taken to withdraw the Company from the Novo Mercado so that securities issued by thereby may be registered for trading off the Novo Mercado or due to a corporate restructuring process, and should the securities of an enterprise resulting from this reorganization not be listed for trading on the Novo Mercado within 120 (one hundred and twenty) days as from the date of the General Meeting that approved this transaction, the controlling shareholder must conduct a public offering for the acquisition of shares owned by the other shareholders of the Company for at least the respective Economic Value, to be ascertained through an appraisal report prepared in compliance with Articles 33 and 34, above, pursuant to the legal and regulatory rules applicable thereto.

Article 36 - Withdrawal without Controlling Shareholder. Should there be no Controlling shareholder and should a decision be taken to withdraw the Company from the Novo Mercado so that securities issued by thereby may be registered for trading off the Novo Mercado or due to a corporate restructuring process, and should the securities of an enterprise resulting from this reorganization not be listed for trading on the Novo Mercado within 120 (one hundred and twenty) days as from the date of the General Meeting that approved this transaction, such withdrawal will be dependent on a public offering for the acquisition of shares conducted under the same conditions as set forth in the previous Article.

§ 1 - This General Meeting must define the person(s) in charge of conducting the public offering for the acquisition of shares, who must, being present at the General Meeting, specifically accept the obligation to conduct the offering.

§ 2 - Should no definition be established for the person(s) in charge of conducting the public offering for the acquisition of shares, and should a corporate restructuring process result in a company whose securities may not be listed for trading on the Novo Mercado, the shareholders that voted for the corporate restructuring process must conduct the above-mentioned offering.

Article 37 - Withdrawal due to Non-compliance. The withdrawal of the Company from the Novo Mercado due to non-compliance with the obligations laid down in the Novo Mercado Regulations is dependent on conducting a public offering for the acquisition of shares for at least the Economic Value of the shares, to be ascertained through an appraisal report as addressed in Articles 33 and 34 of these By-Laws, pursuant to the legal and regulatory rules applicable thereto.

§ 1 - The controlling shareholder must conduct the public offering for the acquisition of shares as addressed in the Head Paragraph of this Article.

§ 2 - Should there be no controlling shareholder and the withdrawal from the Novo Mercado mentioned in the Head Paragraph results from a decision taken by the General Meeting, the shareholders that voted for the decision giving rise to such non-compliance must conduct the public offering for the acquisition of shares addressed in the Head Paragraph.

§ 3 - Should there be no controlling shareholder and the withdrawal from the Novo Mercado mentioned in the Head Paragraph results from a fact or act performed by the management, the managers of the Company must convene a General Meeting of the Shareholders whose Order of the Day will be to deliberate on how to remedy such non-compliance with the obligations laid down in the Novo Mercado Regulations or, if applicable, resolve to withdraw the Company from the Novo Mercado.

§ 4 - Should the General Meeting mentioned in Paragraph 3 above resolve to withdraw the Company from the Novo Mercado, this General Meeting must define the person(s) in charge of conducting the public offering for the acquisition of shares addressed in the Head Paragraph, who must, being present at the General Meeting, specifically accept the obligation to conduct the offering.

Article 38 - Definitions. For the purposes of these Company By-Laws, the following understandings prevail:

"Controlling Shareholder" - the shareholder or Group of Shareholders who exercises the Power of Control of the Company;

"Divesting Controlling Shareholder" - the Controlling Shareholder undertaking the Divestment of Control of the Company;

"Controlling Shares" - the block of shares that directly or indirectly ensures its holder (s) of the individual and/or shared exercise of the Power of Control of the Company;

"Shares in Circulation" - all shares issued by the Company, except for shares held by the Controlling Shareholder, by persons related thereto, by the Management of the Company and Treasure shares;

"Divestment of Control of the Company"- the transfer against payment of the Controlling Shares to a third party;

"Group of Shareholders" means the group of people: (i) committed by contracts or agreements of vote of any nature, either directly or by means of subsidiaries, controlling corporations or under common control; or (ii) among which there is a controlling relation; or (iii) under common control;

"Power of Control" - means the power effectively used for leading the corporate activities and guiding the operation of the agencies of the Company, directly or indirectly, de facto or de jure, regardless of the equity interest held. There is relative presumption of ownership of the Power of Control by a person or a Group of Stockholders that owns shares in an amount that grants the absolute majority of the votes of the stockholders attending the last three (3) general meetings of the Company, even not owning the referred shares, and;

"Economic Value" - the value of the Company and its shares that may be determined by a specialized firm through the use of an acknowledged methodology or may be based on other criteria that may be defined by the CVM.

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CHAPTER VIII - ARBITRATION PANEL

Article 39 - Settlement of Disputes through Arbitration. The Company, its shareholders, Management and the Audit Board Members undertake to settle, by means of arbitration at the Market Arbitration Chamber, any and all disputes or controversies arising among them, related or resulting from, especially, the application, validity, effectiveness, interpretation, violation and their effects, of the provisions contained herein, in the Law Nş 6,404/76, the rules issued by the National Monetary Council (CMN), the Central Bank of Brazil and the CVM, as well as in the other rules applicable to the operation of the capital market in general, in addition to those contained in the Regulation of the Novo Mercado, in the Arbitration Regulation of the Market Arbitration Chamber, the Sanctions Regulation and the Novo Mercado Trading Agreement.

CHAPTER IX - LIQUIDATION

Article 40 - Dissolution and Liquidation. The Company will be dissolved and enter into liquidation under the circumstances set forth in law, in the manner established by the General Meeting, which will appoint the liquidator and may convene the Audit Board to serve during the liquidation period.

CHAPTER X - EFFICACY OF PROVISIONS

Article 41 - Efficacy of Provisions. The provisions set forth in Chapter VII of these Company By-Laws will be efficacious only as from the date on which the Company publishes the Announcement of the Start of the Primary and Secondary Public Share Distribution for the first public distribution of shares issued by the Company, as applicable addressed by the registration application filed with the CVM under Nş RJ/2006-08407 on November 3, 2006.

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