SHAREHOLDERS AGREEEMENT OF NATURA COSMÉTICOS S.A. This shareholders agreement was entered into between:

Transcription

1 SHAREHOLDERS AGREEEMENT OF NATURA COSMÉTICOS S.A. This shareholders agreement was entered into between: I. As "Institutional Shareholders", hereinafter referred to as such, collectively: LISIS PARTICIPAÇÕES S.A., headquartered in the city of São Paulo, State of São Paulo, at Rua Amauri n.º 255, 17º andar, parte, enrolled with the CNPJ under n.º / , herein represented by its bylaws, hereinafter referred to as "Lisis", individually; UTOPIA PARTICIPAÇÕES S.A., headquartered in the city of São Paulo, State of São Paulo, at Rua Amauri n.º 255, 17º andar, parte, enrolled with the CNPJ under n.º / , herein represented by its bylaws, hereinafter referred to as "Utopia", individually; and PASSOS PARTICIPAÇÕES S.A., headquartered in the city of São Paulo, State of São Paulo, at Rua Amauri n.º 255, 9º andar, parte, enrolled with the CNPJ under n.º / , herein represented by its bylaws, hereinafter referred to as "Passos", individually. II. As Individual Shareholders, hereinafter referred to as "Parties" when together with the Institutional Shareholders: ANTONIO LUIZ DA CUNHA SEABRA, Brazilian citizen, married, economist, bearer of identity card n.º , issued by the Public Security Secretariat of the State of São Paulo, enrolled with CPF/MF under n.º , resident and domiciled in the city of São Paulo, State of São Paulo, with office at Rua Amauri n.º 255, 17º andar (Antonio Luiz da Cunha Seabra, together with Lisis, Seabra Group ); GUILHERME PEIRÃO LEAL, Brazilian citizen, divorced, business administrator, bearer of identity card n.º , issued by the Public Security Secretariat of the State of São Paulo, enrolled with CPF/MF under n.º , resident and domiciled in the city of São Paulo, State of São Paulo, with office at Rua Amauri n.º 255, 17º andar (Guilherme Peirão Leal, together with Utopia, Leal Group );

2 PEDRO LUIZ BARREIROS PASSOS, Brazilian citizen, married, engineer, bearer of identity card n.º , issued by the Public Security Secretariat of the State of São Paulo, enrolled with CPF/MF under n.º , resident and domiciled in the city of São Paulo, State of São Paulo, with office at Rua Amauri n.º 255, 9º andar (Pedro Luiz Barreiros Passos, together with Antonio Luiz da Cunha Seabra and Guilherme Peirão Leal, Founding Shareholders ); GUILHERME RUGGIERO PASSOS, Brazilian citizen, married, engineer, bearer of identity card n.º , issued by the Public Security Secretariat of the State of São Paulo, enrolled with CPF/MF under n.º , resident and domiciled in the city of São Paulo, State of São Paulo, with office at Rua Amauri n.º 255, 9º andar; PATRÍCIA RUGGIERO PASSOS, Brazilian citizen, divorced, business administrator, bearer of identity card n.º , issued by the Public Security Secretariat of the State of São Paulo, enrolled with CPF/MF under n.º , resident and domiciled in the city of São Paulo, State of São Paulo, with office at Rua Amauri n.º 255, 9º andar (Patrícia Ruggiero Passos, together with Pedro Luiz Barreiros Passos, Guilherme Ruggiero Passos and Passos, Passos Group ); NORMA REGINA PINOTTI, Brazilian citizen, widow, housewife, bearer of identity card n.º , issued by the Public Security Secretariat of the State of São Paulo, enrolled with CPF/MF under n.º , resident and domiciled in the city of São Paulo, State of São Paulo, with office at Avenida Nova Independência, n.º 87, conj. 6, Brooklin; VINICIUS PINOTTI, Brazilian citizen, married, business administrator, bearer of identity card n.º , issued by the Public Security Secretariat of the State of São Paulo, enrolled with CPF/MF under n.º , resident and domiciled in the city of São Paulo, State of São Paulo, with office at Avenida Nova Independência, n.º 87, conj. 61, Brooklin; FABRICIUS PINOTTI, Brazilian citizen, married, mechatronic engineer, bearer of identity card nº , issued by the Public Security Secretariat of the State of São Paulo, enrolled with CPF/MF under n.º , resident and domiciled in the city of São Paulo, State of São Paulo, with office at Avenida Nova Independência, n.º 87, conj. 61, Brooklin; and

3 ESTATE OF ANIZIO PINOTTI, represented herein by his administrator Norma Regina Pinotti, as qualified above (Estate of Anizio Pinotti, together with Norma Regina Pinotti, Vinicius Pinotti and Fabricius Pinotti, Pinotti Group ); MARIA HELI DALLA COLLETTA DE MATTOS, Brazilian citizen, professor, bearer of identity card n.º , issued by the Public Security Secretariat of the State of São Paulo, enrolled with CPF/MF under n.º , resident and domiciled in the city of São Paulo, State of São Paulo, with office at Rua Estela, n.º 515, Bloco D, conj. 71, parte 01, Vila Mariana; GUSTAVO DALLA COLLETTA DE MATTOS, Brazilian citizen, married, advertiser, bearer of identity card n.º , issued by the Public Security Secretariat of the State of São Paulo, enrolled with CPF/MF under n.º , resident and domiciled in the city of São Paulo, State of São Paulo, with office at Rua Estela, n.º 515, Bloco D, conj. 71, parte 01, Vila Mariana; FÁBIO DALLA COLLETTA DE MATTOS, Brazilian citizen, single, agronomist engineer, bearer of identity card n.º , issued by the Public Security Secretariat of the State of São Paulo, enrolled with CPF/MF under n.º , resident and domiciled in the city of São Paulo, State of São Paulo, with office at Rua Estela, n.º 515, Bloco D, conj. 71, parte 01, Vila Mariana; and ESTATE OF RONUEL MACEDO DE MATTOS, represented herein by his administrator Maria Heli Dalla Colletta de Mattos, as qualified above (Estate of Ronuel Macedo de Mattos, together with Maria Heli Dalla Colletta de Mattos, Fábio Dalla Colletta de Mattos and Gustavo Dalla Colletta de Mattos, Mattos Group ).

4 III. As intervening consenting party: WHEREAS: NATURA COSMÉTICOS S.A., headquartered in the city of São Paulo, State of São Paulo, at Avenida Alexandre Colares, n. 1188, Vila Jaguara, CEP , enrolled with CNPJ under n.º / , represented herein under the terms of its bylaws, hereinafter referred to as "Company". (A) the Parties are the holders of the majority of the shares issued by the Company; (B) the Parties entered into the shareholders agreement on April 26, 2007, effective through December 12, 2013; (C) (D) on January 7, 2014, the Parties entered into the First Private Amendment to the Company s Shareholders Agreement, in order to extend the effective period of such shareholders agreement through June 12, 2014; the Parties intend to enter into a new shareholders agreement, which shall govern the rules and procedures that shall prevail in the relationships as the Company s shareholders; the Parties resolve to enter into this shareholders agreement ("Shareholders Agreement"), under the following terms and conditions: I. DEFINITIONS CLAUSE 1 Whenever in capital letters, the terms and expressions below shall have the meanings attributed to them in this Clause and shall be applicable equally, regardless of gender or number except if otherwise expressly indicated by the context: Shareholders and Related Parties means any of the Parties and any of the persons to which any of the Parties may perform a Permitted Transfer, except for the the Founding Shareholders in all cases. Shares means the total shares issued by the Company and held by the Parties, as of the date hereof, as well as all rights inherent in such shares, as identified in the Attachment I. Non-Binding Shares means the number of Shares corresponding to 20% (twenty percent) of the shareholding interest held by all members of a specific

5 Block, which are not bound to this Shareholders Agreement for purposes of sale in the stock exchange of each year, in the form of Paragraph 9 of Clause 5. Free Shares means the shares issued by the Company and acquired by the Parties from third parties, by means of private operations or operations carried out in stock exchanges or over-the-counter markets. Disposal" or "Dispose" means to dispose, sell, assign, transfer, donate, contribute to capital, usufruct or guarantee, provide, cancel or replace the Shares, directly or indirectly, freely or subject to burden, although as a result of spin-off, incorporation, merger, dissolution or liquidation of the respective Party or any other legal entity that would result in the direct or indirect transfer of the ownership of the Shares or any other related right. "Disposal of Shareholding Interest" means (i) the assignment, sale, exchange, donation, pledge, mortgage or any other type of Disposal or burden of shares issued by the Institutional Shareholder; (ii) any corporate operation, including incorporation, incorporation of shares, spin-off, merger, capital decrease, issuance of new shares or other marketable securities, involving the Institutional Shareholder and resulting in the direct or indirect transfer to third parties of the shares held by the Institutional Shareholders or of political or economic rights related to the Shares or such shares; and/or (iii) the signature of any term, accord, agreement or any other public or private instrument, which would grant to third parties, directly or indirectly, the power to determine the votes on the shareholders resolutions, at the general meetings and/or at the board of directors meetings of the Institutional Shareholder and/or the Company and/or the right to elect the any of the management s members of the Institutional Shareholder and/or the Company and/or the power to prohibit certain decisions undertaken by the Institutional Shareholder and/or the Company at the general meetings or board of directors meetings. "Independent Director" has the meaning attributed to the term in the Novo Mercado Listing Regulation of Bolsa de Valores, Mercadorias e Futuros BM&FBOVESPA, it being understood that the director(s) elected under article 141, paragraphs 4 and 5, of Law 6404/76 shall be deemed Independent Director(s). "Market Price" means the arithmetic average of the average price (as disclosed by Bolsa de Valores, Mercadorias e Futuros BM&FBOVESPA) of the Shares in the auctions related to the two days immediately before the date of delivery of the sales notice.

6 Permitted Transfer means the Disposal of Shares held by the Parties, carried out (i) to the heirs and/or spouse or, in relation to the Institutional Shareholder, to the controller and/or heirs and/or spouse of the controller; (ii) to the legal entities, individuals or foundations subject to the trust structure created by the Parties and whose beneficiaries are the Party and/or the heirs and/or spouse of the Party, provided that such legal entities or foundations are not subject to any governmental body; (iii) to the investment fund (whose manager and administrator are approved by the Shareholders representing 60% of the Shares, provided that such approval is not retained without cause) in shareholding interests or funds whose shares are fully held by the Party and/or heirs and/or spouse; (iv) to the legal entities, individuals or foundations subject to the trust structure created by the Party and/or heirs for social security or succession planning purposes, as set forth in item (ii) above, provided that these legal entities or foundations are not subject to any governmental body; (v) by virtue of the exclusive transfer of the political rights of the Shares to a custodian or beneficiary through custody agreement or will; or (vi) through the unanimous approval by the Parties. The effectiveness of any Disposal of Shares exempt from the preemptive right shall be subject to the subscription without restrictions, by the purchaser, assignee, custodian or beneficiary of the Adhesion Term under the terms significantly similar to those set forth in Attachment II. Sole Paragraph The terms and expressions below shall have the meanings attributed to them in the following Clauses: Term Founding Shareholders Individual Shareholders Institutional Shareholders Clause Preamble Preamble Preamble Non-Binding Shares Clause 5, Paragraph 9 Shareholders Agreement Preamble Purchaser Clause 7 Leal Group Mattos Group Preamble; Attachment III Preamble; Attachment III

7 Passos Group Pinotti Group Seabra Group Shareholders Group Preamble; Attachment III Preamble; Attachment III Preamble; Attachment III Clause 4, caput CADE Clause 5, Paragraph 4 Company Lisis Defaulting Notice Offering Notice Significant Obligations Parties Non-Defaulting Parties Defaulting Party(ies) Offered Parties Offering Party Passos Preamble Preamble Clause 11, caput Clause 5, caput Clause 11, caput Preamble Clause 11, Sole Paragraph Clause 11, caput Clause 5, caput Clause 5, caput Preamble Preemptive Right Period Clause 5, Paragraph 2 Group s Representative Clause 4, Paragraph 1 Previous Meeting Clause 9, Paragraph 1 Representative s Alternate Clause 4, Paragraph 1 Utopia Preamble

8 II. COMPANY S BASIC PRINCIPLES CLAUSE 2 The Parties shall exercise the voting right and stock control in good faith and in order to ensure that the Company s activities are based on the following basic principles and assumptions: I. the management of the Company s businesses shall be performed by ethical, skilled, independent and qualified professionals, in accordance with the necessary technical qualifications for the positions held and based on the Company s beliefs and values; II. III. IV. the Board of Directors shall be comprised by ethical, skilled and qualified professionals, in accordance with the necessary technical qualifications based on the Company s beliefs and values; the Company s strategic decisions and human resources policy shall aim basically and mainly at its sustainable growth and goals, development of new projects and continuous reinforcement of the economic, environmental and social commitments assumed by the Company with the communities where it operates; the eventual commercial relationships between the Company, the Parties, descending and ascending relatives, and other family members shall be carried out under market conditions in accordance with the standards established by the Parties, as well as those set forth in applicable legislation and regulation; V. the Company s management shall seek for high levels of profitability, efficiency and competitiveness, in accordance with the commitment to act as an agent promoting the economic, environmental and social development; and VI. except if authorized, in writing, by all Parties, the Company shall not, directly or indirectly, engage as employee, associate or service provider of the Company and/or its subsidiaries the heirs and/or spouses of any of the Shareholders and Related Parties. Such limitation shall not hamper the indication of any of these persons as a member of the Company s Board of Directors, provided that they fulfill the principles set forth in item II above.

9 III. COVERED SHARES CLAUSE 3 This Shareholders Agreement covers the total Shares. The Free Shares are not subject or bound to this Shareholders Agreement, therefore, the Free Shares can be freely transferred to any third party, at any time, by means of private operation or trading in the stock exchange or over-the-counter market. Notwithstanding the provisions above, the Parties agree to exercise the voting rights of the Free Shares and the Non-Binding Shares held and not subject to the Agreement (provided that not sold in the stock exchange or bound to the Agreement) similarly to the voting procedure adopted for the Parties Shares under the terms of Clause IX. Paragraph 1 Each of the Parties undertakes, individually, (i) to be the lawful holder of the Shares registered in the Parties names according to the statement issued by the institution responsible for the bookkeeping of the Shares issued by the Company; (ii) that the Shares are free and clear of any burden or encumbrance, except for the usufruct created by the Institutional Shareholders on the Shares on behalf of the respective controller and for the Clause prohibiting the sale of certain Shares, as indicated in Attachment IV; and (iii) that there is no legal, administrative or tax proceeding that could, although indirectly, impact the Shares held, except for the exclusive obligations assumed by the Company and/or its subsidiaries. Paragraph 2 The Disposal of Shares shall solely be carried out in strict compliance with this Shareholders Agreement and provided that the purchaser or assignee subscribes the Shareholders Agreement, without restrictions, upon signature of the Adhesion Term as set forth in Attachment II, except otherwise agreed, as described below. The purchaser or assignee shall not adhere to this Shareholders Agreement in the event the Group s Representatives representing, at least, 55% (fifty percent) of the Shares (excluding the Shares subject to transfer and assignment to such purchaser or assignee) declare their disagreement, in writing during the Preemptive Right Exercise Period, with respect to the adhesion of the purchaser or assignee to this Shareholders Agreement. Paragraph 3 Alternatively to the provisions set forth in Paragraph 2 above, any Party that intends to Dispose the Shares, in the whole or in part, may submit a notice to the other Parties including information on the identity of the potential purchaser of the Shares, so that the Representatives of the other Groups are able to decide, within 15 (fifteen) days, whether such potential purchaser shall adhere to this Shareholders Agreement or shall not have the obligation and the right to adhere to this Shareholders Agreement. The lack of any declaration by any of the Group s Representatives shall be considered as an opinion, by such Group s Representative,

10 that the potential purchaser does not intend to adhere to this Shareholders Agreement. The Parties agree that such potential purchaser shall adhere to this Shareholders Agreement, except in the event the Group s Representatives representing, at least, 55% (fifty-five percent) of the Shares (excluding the Shares subject to transfer and assignment for such purchaser or assignee) do not declare or declare, in writing within 15 (fifteen) days, the intention of the purchaser or assignee to not adhere to this Shareholders Agreement. The decision undertaken by the Group s Representatives in accordance with the provisions set forth in this Paragraph 3, prohibiting the adhesion of the potential purchaser to the Shareholders Agreement, shall bind all Parties and any potential purchaser subject to this procedure. The Parties agree that any declaration, or absence of declaration, of the Group s Representatives in compliance with the provisions set forth in this Paragraph 3 shall not impact the preemptive right set forth in this Shareholders Agreement and shall not be considered an obligation to exercise such preemptive right. Paragraph 4 The dissenting Group s Representative in relation to the declaration that approved, under the terms of Paragraphs 2 or 3 above, the obligation of the purchaser or assignee to subscribe this Agreement, without restrictions, upon signature of the Adhesion Term in the form of Attachment II, shall, within 15 (fifteen) days from the date such declaration has become effective, notify the other Group s Representatives and inform that this Agreement is terminated in relation to the Shares of all members of the respective Shareholders Group. The effectiveness of the removal shall be subject to the effective Transfer of Shares and corresponding signature of the Adhesion Term by any purchaser. Upon conclusion of the removal, this Agreement shall be deemed automatically terminated, exclusively in relation to the Parties comprising the Shareholders Group that has submitted such notice. Paragraph 5 No Party shall create pledge, mortgage or any other collateral, directly or indirectly, on the Shares, in guarantee for any own or third-party debt, except if agreed, in writing, by all other Parties. Paragraph 6 The Parties and the Company agree to terminate, before the Disposal, any usufruct (or other rights and obligations arising from the assignment or encumbrance of the rights related to the Shares), guarantee and/or charge permitted under the terms of this Shareholders Agreement eventually created on the Shares, in the event the Parties and the Company Dispose, under the terms of Clauses 5 or 6 below, any Shares held, except for the Permitted Transfers.

11 Paragraph 7 Any Disposal of Shares not in compliance with the provisions set forth in this Shareholders Agreement shall be null and void before the Company and the other Parties. Paragraph 8 The Parties agree that all quorums established in this Agreement by virtue of the Shares shall be calculated based on the Shares bound to this Agreement on the respective resolution dates. IV. SHAREHOLDERS GROUPS CLAUSE 4 The Parties, for purposes of this Shareholders Agreement, are organized in five groups ( Shareholders Groups ) comprising the Parties indicated in Attachment III and the respective purchasers or assignees. In the event any third party acquires the Shares held by one of the Parties, such third party, as set forth in Paragraphs 2 and 3 of Clause 3 above, shall comprise, for all purposes of this Agreement, the Shareholders Group of the Party that transferred the Shares. In the event a third party acquires the Shares of the Parties comprising different Shareholders Groups, such third party shall comprise each of the Shareholders Groups of the Parties that transferred the Shares, proportionally to the Parties that transferred the Shares. In the event a Party of any Shareholders Group acquires the Shares of a Party comprising another Shareholders Group, the Acquired Shares shall be bound solely to the Shareholders Group of the Party or, in the event the Party is a member of more than one Shareholders Group, the Shares acquired shall be bound proportionally to each of the Shareholders Groups of such Party. Paragraph 1 Each Shareholders Group shall have one representative ( Group s Representative ) and one alternate ( Representative s Alternate ). The Group s Representative shall: (a) represent the Shareholders Group in the relationships with the other Groups; (b) represent the Shareholders Group at the Previous Meetings, with powers to include vote and resolve all matters discussed at the Previous Meetings; and (c) represent the Shareholders Group, as well as each of the members of such Group, in the exercise of rights and compliance with all obligations set forth in this Agreement. The Parties agree that the exercise of the preemptive right set forth in Clauses V and VI, as well as the tag along right set forth in Clause VII, shall be exercised collectively, in the same proportion (considering the number of Shares held by each Party), by all Parties comprising the Group and upon declaration of the Group s Representative. As an exception, the preemptive right and the tag along right may be exercised not proportionally between the Parties of a specific Shareholders Group (according to the proportion applicable to the respective Shareholders Group), in the event of unanimous approval of the Parties to the respective Shareholders Group.

12 Paragraph 2 The Group s Representative and the Representative s Alternate shall have undetermined mandates. The Representative s Alternate shall replace the Group s Representative in its absences or temporary disqualifications. Paragraph 3 The Groups Representatives and the Representatives Alternates shall be the persons indicated in the Attachment III. Without prejudice to the abovementioned provisions, the Group s Representative and the Representative s Alternate may be indicated at the meeting of the respective Shareholders Group, by majority of votes of the Parties, calculated based on the Shares of the Parties comprising such Shareholders Group. The option of the Group s Representative and the Representative s Alternate shall be registered in the document in writing including at least the signature of the Parties to the Shareholders Group representing, at least, the majority of the Shares comprising such Group. Paragraph 4 The Parties comprising each Shareholders Group hereby grant, on an irrevocable basis, the necessary powers so that the Representative of each Group or the Representative s Alternate, in its absence, regardless of formal meeting of the members or any other formal procedure, could represent such members before the other Shareholders Groups for all purposes of this Agreement. Paragraph 5 The Parties agree that each one of the members of each Group may enter into shareholders agreements and/or voting agreements between each other in order to organize the operation in Group in the context of this Agreement. V. PREEMPTIVE RIGHT CLAUSE 5 The Party(ies) who wish to Dispose its/their Shares, in whole or in part ( Offering Party ), shall, in the first place, obtain from the third parties interested in purchasing the Shares (who may be a Party to this Shareholders Agreement) a written offer, in good faith, binding upon and irrevocable setting forth the price to be paid and the number of offered Shares and, after that, through the Representative(s) of the Shareholders Group such Party is party to, notify the other Parties comprising the other Shareholders Groups, who shall be notified through the Representatives of their respective Shareholders Groups, in writing, regarding their intention to Dispose the Shares ( Offering Notice ) and granting such Parties ("Offered Parties") with the preemptive right to acquire all, and not less than all, Shares to be Disposed, pursuant to and under the terms set forth in the following Paragraphs. The Parties agree that the their Shares will be disposed jointly, and in the same proportion (considering the number of Shares held by each Party), with the other Parties comprising their Shareholders Group. The Shares may be exceptionally disposed disproportionally between the Parties comprising a

13 Shareholders Group (subject to the proportion applicable to that respective Shareholders Group), is unanimously approved by the Parties of that respective Shareholders Group. The Offering Notice shall comply with the requirement of joint disposal between members comprising the same Shareholders Group or shall include the confirmation of such unanimous approval of the Parties comprising a Shareholders Group for such disproportional disposal. Paragraph 1 The Offering Notice shall include a copy of the binding offer provided by the interested third party, as well as a copy of all documents related to the Disposal provided by such third party or negotiated between such third party and the Offering Party, including, also, (i) the name of such third part and its partners, (ii) the price to be paid, (iii) the terms and conditions applicable to payment and other relevant terms and conditions, and (iv) a statement that such third party was informed on the preemptive right and tag along right set forth herein. Paragraph 2 The exercise of the preemptive right by the Offered Parties must be informed in writing and solely by means of the Group(s) Representative(s) which such Offered Parties comprise within up to 60 (sixty) days, counted as from the receipt of notice sent by the Offering Party ( Preemptive Right Exercise Period ). Such communication confirming the exercise of the preemptive right, by a Representative, shall require, irrevocably, all of the Parties comprising such Group to exercise the preemptive right set forth in this Clause V. Paragraph 3 Upon the exercise of the preemptive right referred to in this Clause, the acquisition price to be paid by the Offered Party(ies) will be the same price set forth in the Offering Notice. Paragraph 4 The Parties exercising the preemptive right pursuant to this Clause will have the term of up to 30 (thirty) days to pay the price of Shares subject matter of the Offering Notice. In the event the prior approval from the Brazilian Antitrust Authority (Conselho Administrativo de Defesa Econômica, or CADE ) is necessary as a result of the exercise of the preemptive right, payment shall be performed within up to 30 (thirty) days counted as from the date CADE s prior approval is effective, which shall be requested by the Parties within up to ten (10) days counted as from the date in which the Offering Party received the communication from all other Parties or from the conclusion of the Preemptive Right Exercise Period, whichever occurs first. If the Offering Notice sets forth payment terms and conditions which are more favorable to the purchaser than those set forth herein, the Offered Parties may choose the conditions included in such proposal.

14 Paragraph 5 Without prejudice to the provisions set forth in Clauses 10 and 11 below, in the event of non-compliance with payment obligation set forth in Paragraph 4 above, the Party(ies) who exercised the preemptive right pursuant to this Clause will be subject to payment of a non-compensatory fine equal to 10% (ten percent) of the total amount payable for the Shares by virtue of the exercise of such preemptive right, plus default interests equal to 1% (one percent) per month. All of the Parties comprising a Group will be jointly held liable for payment of the fine set forth in this Paragraph 5 that may be due by any of the Parties comprising its Group. Paragraph 6 If more than on Offered Party wishes to acquire the offered Shares pursuant to this Clause, the preemptive right will be exercised proportionally to the interests of each of the Offered Parties in the Shares, not including the Shares of the Offering Party and the Offered Parties who are not interested in exercising their preemptive right. Paragraph 7 In the event the preemptive right is not fully exercised by the Offered Parties, the Offering Party may Dispose all of the offered Shares to such interested third party under the same conditions set forth in the Offering Notice, provided that such Disposal is performed within 150 (one hundred and fifty) days counted as from the date of issuance of the Offering Notice or, if CADE s approval is necessary, within up to 30 (thirty) days counted as from the date CADE s approval becomes effective, which must be requested within up to 10 (ten) days counted as from the date the Offering Party received the communication from all of the other Parties. After the lapse of such term without the effectiveness of the Disposal, the Party who wishes to Dispose the Shares shall grant, again, the preemptive right set forth in this Clause to the Offered Parties. Paragraph 8 The preemptive right set forth in this Clause is not applicable to Permitted Transfers. Paragraph 9 The Representative of a Shareholders Group may unbind the Non-Binding Shares held by all of the Parties comprising its Shareholders Group, subject to the same proportion between them (considering the number of Shares held by each Party), in order to sell such Non-Binding Shares, at stock exchanges, at any time and to any person, during each year of effectiveness of this Shareholders Agreement, provided that a written communication is sent to the other Representatives of Shareholders Group regarding the intention to sell such Shares at stock exchanges and provided that such Representative of a Shareholders Group grant the non-extendable term of 10 (ten) consecutive days so that such other Representatives of Shareholders Group pay the Market Price for all Shares the Parties wish to sell. The unbinding of Non-Binding Shares may be exceptionally

15 performed disproportionally between the Parties comprising a Shareholders Group, if unanimously approved by the Parties comprising the respective Shareholders Group. The notice shall indicate which Party holds each of the Non-Binding Shares intended to be sold and, as the case may be. Set forth the confirmation of the unanimous approval by the Parties comprising a Shareholders Group for such disproportional distribution. The exercise of the first acquisition right in relation to Non-Binding Shares unbound as set forth in this Paragraph 9 ( Non-Binding Shares ) will depend on favorable written statement from the Representative of Shareholders Group. If the other Parties fail to exercise their first acquisition right in related to Non-Binding Shares to be sold in stock exchanges (including the lack of payment of the Market Price within the term of 10 (tem) days), the Parties indicated in the notice sent by the Representative of such Shareholders Group to the other Representatives will be free to sell such Shares in stock exchange, in a single or through several transaction, during the period of 90 (ninety) days after the lapse of the period of 10 (ten) days abovementioned. The Non-Binding Shares not sold at stock exchanges during such period of 90 (ninety) days shall be immediately bound again to this Agreement and the procedure set forth in this Paragraph 9 must be initiated again in order to sell them at stock exchanges, always in compliance with the maximum limit to each Group equivalent to the respective Non-Binding Shares, per year. Paragraph 10 The lack of exercise of the preemptive right set forth in this Clause by any of the Parties shall not prevent them from exercising the right to dispose their Shares in a public tender offer resulting from the disposal of the Shares, as set forth in the Company s bylaws. Paragraph 11 The Parties agree that, in the event of indirect Disposal of Shares, the preemptive right must be exercisable Always in relation to the Shares, except in the event set forth in Clause VI. VI. PREEMPTIVE RIGHT EXTENDED TO THE SHARES HELD BY INSTITUTIONAL SHAREHOLDERS CLAUSE 6 The preemptive right set forth in Clause 5 above will be applicable on the shares or quotas issued by Institutional Shareholder in the event of Disposal or issuance of any Institutional Shareholders quotas or shares characterizing, directly or indirectly, the Disposal of Shareholding Interest. Notwithstanding any contrary provision set forth herein, the Parties agree that, in order to exercise the preemptive right to Shares issued by Institutional Shareholders pursuant to this Clause VI, the Institutional Shareholders shall solely target investments in the Company and, as a result, they may not hold any other assets in addition to the Shares or any other

16 amounts or financial investments using the funds distributed by the Company to their shareholders. Any Party choosing to hold, through the Institutional Shareholder, any other assets, in addition to the Shares and amount and financial investments with funds distributed by the Company to its shareholders, will have automatically, irrevocably and regardless of any formality, waived the right to exercise the preemptive right to the shares issued by Institutional Shareholders set forth in this Clause VI. The Parties or Institutional Shareholders who have waived the right to exercise the preemptive right to the shares issued by Institutional Shareholders set forth in this Clause VI shall grant the preemptive right to the other Parties directly in relation to the Shares, pursuant to Clause V. Any quotas or shares issued by Institutional Shareholders may only be Disposed jointly with, and in the same proportion of (considering the number of Shares held by each Party), the Shares held by the other Parties comprising the Group which such Institutional Shareholder is party to. Quotas or shares issued by Institutional Shareholders may exceptionally be Disposed disproportionally in relation to the Parties comprising a Shareholders Group (subject to the proportion applicable to the respective Shareholders Group) if such Disposal is unanimously approved by the Parties comprising that respective Shareholders Group. Paragraph 1 The exercise of the preemptive right on shares/quota issued by the Institutional Shareholder whose interest is Disposed shall occur pursuant to the procedure set forth in Clause 5 and its Paragraphs. Paragraph 2 Upon the exercise of the preemptive right referred to in this Clause, the acquisition price payable will be the one indicated in the proposal performed for the Disposal of Shareholding Interest, provided that such Institutional Shareholder does not hold liabilities or contingencies and assets other than the Shares and amounts and financial investments performed with funds distributed by the Company or its shareholders. Paragraph 3 The Institutional Shareholder subject to Disposal of Shareholding Interest shall promptly provide all documents and information that may be requested by the Offered Party(ies) for purposes of accounting, financial and legal audit of such Institutional Shareholder. If such Institutional Shareholder holds, for any reason, liabilities or contingencies, the Party(ies) who has/have exercised its/their preemptive right set forth in this Clause will have the right to deduct from the acquisition price indicated in the proposal for Disposal of Shareholding Interest the amount corresponding to such liabilities or contingencies not related to the Shares or the Company, regardless of the probability of loss or materialization of such liabilities or contingencies. In the event of divergences with respect to the amounts of such liabilities or contingencies, the Party(ies) who has/have exercised

17 its/their preemptive right set forth in this Clause and the Institutional Shareholder shall appoint a specialized audit firm (among PricewaterhouseCoopers, Deloitte Touche Tohmatsu, KPMG Auditores Independentes and Ernst & Young), in order to determine the amount of such liabilities or contingencies, provided that such determination will be final and binding upon the Parties. For the avoidance of doubt, the Parties agree that 100% (one hundred percent) of contingencies identified by the audit firm will be discounted regardless of the probability of loss. Alternatively to the price discount set forth in this Paragraph 3, the parent of the Institutional Shareholder whose shares are subject to Disposal may, within up to 10 (ten) days counted as from the conclusion of the audit process referred to above, choose to sell the Shares instead of the shares issued by the Institutional Shareholder. In this event, the parent of the Institutional Shareholder shall,within 120 (one hundred and twenty) days, deliver or cause the Institutional Shareholder to deliver the Shares to the Offered Party(ies). Paragraph 4 The preemptive right set forth in this Clause is not applicable to Permitted Transfers. VII. TAG ALONG RIGHT CLAUSE 7 If the Offering Party decides to Dispose to any third parties ( Purchaser ), in a single or several transactions, Shares representing an amount equal to or greater than 10% (tem percent) of the total Shares, the other Parties ( Offered Parties ) will have the right to transfer to the Purchaser, jointly with the Offering Party, the Shares held by them, in the proportion equivalent to the Shares held by the Offering Party disposed in the transaction. Without prejudice to the right of the Offered Parties to transfer the Shares held by them to the Purchaser, if the shares/quotas transferred by the Offering Party refer to shares/quotas issued by an Institutional Shareholder, the other Institutional Shareholders, who meet the requirements to exercise the right set forth in Clause VI, will also have the right to transfer to the Purchaser the shares/quotas issued by them instead of the Shares, always proportionally to the Shares held by the Offering Party disposed in the transaction. Paragraph 1 For purposes of potential exercise of tag along right, as set forth in this Clause, the Offering Party shall send, solely through the Representative(s) of the Group(s) comprised by such Offering Party, the Offering Notice to the Offered Parties, within the period and pursuant to the terms set forth in Clause 5. Paragraph 2 The tag along right set forth in this Clause will not be exercisable if the Preemptive Right referred to in Clauses 5 and 6 was exercised.

18 Paragraph 3 The Offered Parties who wish to exercise their tag along right shall notify the Offering Party and the Purchaser, in writing and solely through the Representative(s) of the Group(s) comprised by such Offered Parties, within up to 10 (ten) days counted as from the conclusion of the Preemptive Right Exercise Period, as applicable. The communication confirming the exercise of the tag along right, by a Representative, shall be binding upon, on irrevocable basis, all of the Parties comprising such Group exercising the tag along right set forth in this Clause VII. If any of the Offered Parties chooses to exercise its tag along right, such Offered Party shall transfer to the Purchaser the Shares held by it in the same proportion of the Offering Party. Exceptionally, the tag along right may be exercised disproportionally between the Parties comprising a Shareholders Group (subject to the proportion applicable to that respective Shareholders Group), in the event of unanimous approval by the Parties comprising that respective Shareholders Group. Without prejudice to the provisions set forth in Paragraph 3, the Parties agree that all Offered Parties will have the period of up to 120 (one hundred and twenty) days, counted as from the date of conclusion of the Preemptive Right Exercise Period, to implement potential corporate restructurings as preparation to deliver the Shares held by them to the Purchaser. Paragraph 4 In the event of change of any terms and conditions for the transaction set forth in the Offering Notice by the Offering Party and the Purchaser, such Offering Party shall, solely through the Representative(s) of the Group(s) comprised by such Offering Party, send a new written notice to the other Offered Parties, which, by their turn, shall have a new term of 60 (sixty) days counted as from receipt of this notice to exercise, solely through the Representative(s) of the Group(s) comprised by such Offered Parties, their preemptive right and tag along right, as set forth herein. Paragraph 5 The price per Share payable by the Purchaser to the Offered Party exercising the tag along right shall be equal to the price per Share payable to the Offering Party, as well as the terms and conditions for disposal must be the same, including with respect to the representations and warranties and indemnifications to the provided, proportionally to the respective number of Shares to be transferred to the Purchaser. Paragraph 6 If the Purchaser refuses to acquire all Shares proposed to be disposed by the Offered Parties in the exercise of the tag along right they are entitled to, the Offering Party may reduce the number of Shares to be disposed to the Purchaser, in order to proportionally include the Shares of the Offering Party and the Offered Parties in the business proposed by the Purchaser. If the Offering Party fails to reduce the number of Shares to proportionally include the Shares of the Offered

19 Parties, the Offering Party will be prevented from selling any of its Shares to the Purchaser, except upon prior and express written consent from all Offered Parties. VIII. BOARD OF DIRECTORS Clause 8 The Parties shall always elect the greatest number of directors as possible, subject to the terms of regulation applicable to the Company and its bylaws. Paragraph 1 The Parties shall indicate the persons they chose to comprise the 2 (two) business days prior to the meeting of the Board of Directors of the Company calling the shareholders meeting which agenda refers to the election of the members of the Board of Directors. Paragraph 2 While Pedro Luiz Barreiros Passos together with his spouse or with his heir, directly or indiretly, holds Shares in the percentage that is not lower than the percentage indicated in the Sole Paragraph of Clause 12 and whenever the Parties are able to elect more than 2 (two) members to the Board of Directors of the Company, the Parties shall exercise their voting right at the Previous Meeting and at the Shareholders Meeting of the Company in order to ensure that the 3 rd (third) member is Mr. Pedro Luiz Barreiros Passos. Paragraph 3 During the Previous Meeting before the shareholders meeting which agenda is the election of the members of the Board of Directors, in the event of disagreement with respect to the election of such memebrs to the Board of Directors, the Groups Representatives shall adopt during such Previous Meeting the multiple vote procedure (only between the signatories of the Shareholders Agreement) in order to establish the members of the Board of Directors to be indicated by the Parties, subject to the provisions set forth in Paragraph 2 above. Paragraph 4 The Parties shall cast a favorable vote to amend the bylaws of the Company so that such bylaws sets forth that the Board of Directors of the Company must be comprised by, at least, 9 (nine) and no longer than 11 (eleven) members, at least 20% (twenty percent) of whom shall serve as Independent Members, elected to serve of a term of office of up to 2 (two)( years, reelection being permitted. The Parties shall also cause such matter to be included in the agenda of the next Extraordinary Shareholders Meeting of the Company to be held after the date of execution of this Agreement.

20 IX. PREVIOUS MEETING AND VOTING RIGHT CLAUSE 9 The Parties undertake, on their own account and on account of their successors, on any account, to exercise the voting right attributed to the Shares held by them in order to cause the obligations assumed hereunder to be fully complied with. Paragraph 1 Before each shareholders meeting of the Company, a previous meeting must be called and held in order to discuss each of the matters included in the agenda of such shareholders meeting, provided that only the Groups Representatives shall attend such previous meeting ("Previous Meeting"). The Groups Representatives shall use their best efforts in order to agree with respect to the resolutions to be made at such Previous Meetings. Except as otherwise agreed upon, in writing, by the Groups Representatives, the Previous Meetings will be held at Rua Amauri n.º 255, 17º andar, São Paulo, SP, at 10:00am, at least 2 (two) business days prior to the date of the respective shareholders meeting. Paragraph 2 The Previous Meeting will be called by means of written notice, sent by any of Groups Representatives at least 4 (four) business days prior to the date of the respective shareholders meeting, provided that such notice shall set forth the agenda of the shareholders meeting and the other matters to be discussed in the Previous Meeting. The call notice of the Previous Meeting will be dismissed if all Groups Representatives attend the Previous Meeting. The Groups Representatives may not resolve on, at the Previous Meeting, any matter which was not included in the agenda of the respective shareholders meeting or in the call notice of the Previous Meeting, except if all Groups Representatives are present at the Previous Meeting and upon their written consent. Paragraph 3 The Previous Meeting will be validly held, at first call notice, upon the attendance of Groups Representatives representing, at least, 60% (sixty percent) of the Shares. In the event the Previous Meeting is not held at first call notice, such Previous Meeting will be automatically called (with no need to a new call notice to be sent) to be held, at second call notice, in the 2 nd (second) business day prior to the date of the respective shareholders meeting, in the same place and at the same time which such meeting was originally called. The Previous Meeting, at second call notice, will be validly held upon the attendance of one or more Groups Representatives representing any number of Shares. In the event the Previous Meeting is not held, for any reason, the Parties shall vote, in the respective shareholders meeting, to adjourn such shareholders meeting and schedule a new shareholders meeting.

21 Paragraph 4 At the Previous Meeting, One vote will be attributed to each Share with voting right held by the Parties comprising the Shareholders Groups present at the Previous Meeting. Except with respect to the election of members of the board of directors of the Company, the procedure for which is set forth in Clause 8 above, the approval of the decisions made at the Previous Meeting will depend on the affirmative vote of Groups Representatives representing at least 60% (sixty percent) of the Shares present at the Previous Meeting. The decisions approved at the Previous Meeting shall be binding upon the vote of all of the Parties in the respective shareholders meeting, provided that the Parties shall cast a group vote at the shareholders meeting according to such decisions, including according to the Free Shares held by them. Paragraph 5 The absence of Group s Representatives of any of the Parties to the Previous Meeting, provided that regularly called and held, will not exempt or unbind such Party from the obligation of the group vote according to the decisions approved at the Previous Meeting, as set forth in Paragraph 4 above. Paragraph 6 The decisions of the Previous Meeting will be drawn up in minutes, which will be signed by as many Groups Representatives as necessary to approve such decision pursuant to the quorum required in Paragraph 4 above. Copies of such minutes will be provided to the Parties, including to any Party absent to the Previous Meeting, provided that such minutes must be deemed to be a vote instruction to such Party. X. SPECIFIC PERFORMANCE CLAUSE 10 Non-compliance with the obligations assumed hereunder shall subject such defaulting party to applicable judicial remedies in order to obtain the specific relief for such defaulted obligation. In the event such specific relief may not be obtained and upon the lack of measures ensuring the practical result equivalent to the remedy of such obligations non-complied with, the simple payment of losses and damages shall not constitute proper offsetting. Paragraph 1 Any of the Group s Representatives will have the right to request the president of the shareholders meeting of the Company to declare the invalidity of the vote cast against a provisions expressly set forth herein and to request the board of executive officers to immediately cancel the registration for the transfer of shares issued by the Company performed in non-compliance with any restrictions imposed herein, regardless of any judicial or extrajudicial procedure.