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CHAPTER I - Corporate Name, Head Office, Corporate Purpose and Term

Article 1 - QUALICORP CONSULTORIA E CORRETORA DE SEGUROS S.A. ("Company") is a corporation governed by these By-laws and by applicable legal provisions.

Article 2 - The Company has its head office, jurisdiction and domicile in the city of São Paulo, State of São Paulo, at Rua Dr. Plínio Barreto, 365, (part), CEP 01313-020, and it may, according to the decision of the Board of Executive Officers, open, transfer and extinguish branches, agencies, offices or any other establishments in any part of the domestic territory or abroad.

Article 3 - The Company’s purpose is:

(a) the participation, as partner or stockholder, in other corporations, either nonbusiness or business companies, and in business enterprises of any nature;

(b) brokerage and agency of damage’s insurance;

(c) brokerage and agency of people’s insurance;

(d) distribution of complementary open private pension plans, health care and dental plans, as well as related activities;

(e) intermediation and agency of services and business in general;

(f) consulting in management of benefits; and

(g) implementation, exploration and management of franchises for the rendering of advisory services in the distribution or brokerage of insurances, health care and dental plans, as well as services and business in general, provided that the Company may license brands and business models, transfer know-how, promote sales support, provide support material, and empower sales people.

Article 4 - The Company has undetermined term of duration.

CHAPTER II - Capital Stock and Stocks

Article 5 - The capital stock of the Company, totally subscribed and paid in, is of R$ 1,865,656,713.73 (one billion, eight hundred and sixty-five million, six hundred and fifty-six thousand, seven hundred and thirteen reais and seventy-three cents), represented by 283,176,825 (two hundred and eighty-three million, one hundred and seventy-six thousand, eight hundred and twenty-five) ordinary, book entry shares, with no par value.

Paragraph 1 - The stocks representing the capital stock are indivisible in relation to the Company and each ordinary stock grants to its holder the right to one vote in the General Meetings.

Paragraph 2 - The Company is authorized to increase its capital stock, regardless of change in the by-laws, upon decision of the Board of Directors, up to the limit of 350,000,000 (three hundred and fifty million) new ordinary stocks.

Paragraph 3 - The Board of Directors shall establish the conditions of the issuance, including the price of issuance and the term and manner of paying in.

Paragraph 4 - Within the limit of the authorized capital and according to the plan approved by the General Meeting, the Company may grant a stock purchase option to its administrators, employees or individuals who provide services to the Company or to the corporation under its control, as well as to the administrators and employees of other corporations under its control, with no right of first refusal to stockholders.

Paragraph 5 - The Company may acquire, upon decision of the Board of Directors, stocks of its own issuance to remain in the treasury for later disposal or cancellation, up to the amount of the balance of profits and reserves, except for the legal reserve, without decrease of the capital stock.

Paragraph 6 - It is expressly forbidden to issue preferred stocks and founders’ shares.

Paragraph 7 - The stockholders have the right of first refusal, proportionally to their respective shares, in the subscription of stocks, debentures convertible into stocks or bonus of subscription of issuance of the Company, following the term established by the General Meeting, no shorter than thirty (30) days, following the exceptions provided by law and these by-laws.

Article 6 - All stocks of the Company are book entry shares and shall be maintained in deposit accounts, in the name of their holders, at the financial institution authorized by the Brazilian Securities Exchange Commission ("CVM") with which the Company has a custody agreement in effect, without issuance of certificates.

Sole Paragraph - The cost of the transfer and registration, as well as the cost for the service regarding the book entry shares may be charged directly from the stockholder by the depository institution, as defined in the share entry agreement.

CHAPTER III - General Meetings

Article 7 - The General Meetings shall be held ordinarily following the legal terms and, extraordinarily, whenever the corporate interests require, and the simultaneous occurrence of General Ordinary and Extraordinary Meetings is allowed.

Paragraph 1 - The General Meetings call notices shall be made by the Board of Directors of the Company and directed by the President of the Board of Directors or, in the President’s absence, by an administrator chosen by those attending the meeting. The President of the General Meeting shall indicate someone among those present to be the secretary.

Paragraph 2 - In order to participate in the General Meeting, the stockholder shall deposit in the Company, at least forty-eight (48) hours in advance from the time of the respective meeting: (i) certificate issued by the financial institution depository of the book entry shares they own or in their custody, pursuant to s. 126 of Law 6.404, of December 15, 1976 ("Brazilian Corporate Law") and/or, regarding the stockholders participating in the fungible custody of nominative shares, the statement containing the respective equity interest, issued by the relevant agency; and (ii) instrument of term of office, duly regularized according to the law and to these by-laws, in case the stockholder is represented, the recognition of signatures and notarization of instruments of mandates granted by shareholders holding Depositary Receipts are not required. The stockholder or his legal representative shall attend the General Meeting with documents proving his identity.

Paragraph 3 - From the works and decisions of the General Assembly, minutes shall be registered, signed by the members of the table and by the stockholders present, representing at least the majority required for the decisions made.

Paragraph 4 - Except for any contrary decision made by the President of the Meeting, the minutes shall be registered in the form of summary of the facts, following the provision in paragraph 1 of Section 130 of the Brazilian Corporate Law.

Paragraph 5 - Except for contrary decision by the Meeting, the minutes shall be published omitting the signatures of the stockholders.

Article 8 - It is the General Meeting’s duty, in addition to the duties established by the law and these by-laws, following the quorums qualified as decision established in the applicable legislation:

(i) elect and dismiss the members of the Board of Directors;

(ii) establish the annual global payment of the administrators of the Company, as well as of the members of the Audit Committee, if any;

(iii) verify, annually, the accounting of the administrators and decide on the financial statements they submit;

(iv) change the Company’s By-laws;

(v) resolve on the dissolution, liquidation, court supervised or out-of-court reorganization or bankruptcy;

(vi) resolve on the consolidation, split-up, transformation, merger of the Company (including merger of shares), or of any corporation in the Company;

(vii) assign bonus in stocks and make decisions regarding occasional groupings and splits of stocks;

(viii) resolve on the redemption or amortization of stocks and approve the change of rights, preferences, advantages and conditions of redemption and amortization of stocks;

(ix) resolve on the increase of the capital stock above the limit of the authorized capital, or any reduction of capital;

(x) resolve on the suspension of any rights of the stockholders, pursuant to Section 120 of the Brazilian Corporate Law, in that in this decision, the stockholder(s) whose rights may be object of suspension cannot vote;

(xi) approve plans to grant purchase option or subscription of stocks to its administrators, employees and service providers, as well as to the administrators, employees and service providers of other corporations which are controlled, directly or indirectly, by the Company;

(xii) resolve on, according to the proposal submitted by the administration, the destination of the profit of the year and the distribution of dividends;

(xiii) elect the liquidator, as well as the Audit Committee, which shall work during the liquidation period;

(xiv) resolve on the going public process of the Company, the cancellation of registration of the publicly held company at CVM, the trading of the stocks issued by the Company in the Novo Mercado at BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ("BM&FBOVESPA") and delisting from the Novo Mercado;

(xv) choose the specialized company responsible for preparing the report of evaluation of the stocks of the Company, in case of cancellation of registration of publicly held company or delisting from the Novo Mercado, among the companies indicated by the Board of Directors;

(xvi) resolve on any subject submitted by the Board of Directors; and

(xvii) resolve on any related party transactions involving the Company and shareholder (s), after approval by the Board of Directors.

Article 9 - Except for the cases established in the Law, in these By-laws or in a stockholders’ agreement duly filed in the head office of the Company, the decisions shall be made by stockholders representing the majority of the voting capital stock of the Company attending the Meeting.

Sole Paragraph - The president of the General Meeting shall not take into account the vote cast with infringement of stockholders’ agreement filed in the head office of the Company.

CHAPTER IV - Administration of the Company

Section I
General Provisions

Article 10 - The Company shall be managed by a Board of Directors and by a Board of Executive Officers, as established in the Brazilian Corporate Law and in these By-laws.

Paragraph 1 - The Directors and Officers shall be granted the authority of their positions, regardless of security deposit, upon signing the declaration of acceptance of office in the book of Minutes of Meetings of the Board of Directors or Board of Executive Officers, as the case may be, and they shall remain in their positions until new elected administrators sign their declaration of acceptance of office.

Paragraph 2 - The granting of powers of office of the members of the Board of Directors and Board of Executive Officers shall depend on the prior subscription of the Term of Consent of the Administrators, as provided for in the Listing Regulation of the Novo Mercado of BM&FBOVESPA ("Regulation of the Novo Mercado"). The administrators shall, immediately after the investiture in their respective positions, communicate BM&FBOVESPA regarding the quantity and the characteristics of the securities issued by the Company which they hold, directly or indirectly, including their derivatives.

Paragraph 3 - The term of office of the Directors and Officers shall be unified in one (1) year, reelection being permitted.

Paragraph 4 - The administrators, who can be dismissed at any time, shall remain in their positions until their alternates take on their positions, except if otherwise decided by the General Meeting or by the Board of Directors, as the case may be. If the alternate takes on his position, he shall complete the term of office of the replaced administrator.

Paragraph 5 - The meetings of the Board of Directors and the Board of Executive Officers shall be recorded in the book of Minutes of Meetings of the Board of Directors and in the book of Minutes of Meetings of the Board of Executive Officers, as the case may be, which shall be signed by the Directors attending the meeting, physically or remotely, or by their substitutes, or by the Officers, as the case may be.

Article 11 - It is the General Meeting’s responsibility to establish the global compensation of the administration, and the Board of Directors is responsible for sharing, in meeting, such amount among the members of the administration.

Article 12 - It is expressly forbidden, and it shall be considered null and void, the act practiced by any administrator, attorney or employee of the Company who: (a) involves the Company in obligations regarding businesses and operations different from its corporate purpose, or (b) is in noncompliance with the provisions of stockholders’ agreements filed at the head office of the Company, not to the detriment of the civil or criminal responsibility, if applicable, to which the person infringing this provision is subject.

Article 13 - The Directors and Officers shall have taintless reputation, and the following cannot be elected, except if with exemption from the General Assembly: (i) people with positions in corporations which may be considered competitors of the Company; or (ii) people who have or represent conflicting interest with the Company. The right of vote cannot be exercised by the director or officer if the same impediment factors are formed superveniently.

Sole Paragraph - The director or officer shall not have access to information or attend meetings related to subjects in which he has or represents conflicting interest with the Company, and his voting right is expressly forbidden.

Section II
Board of Directors

Article 14 - The Company has a Board of Directors composed of at least five (5) and at the most nine (9) effective members, elected and dismissible by the General Meeting, with unified term of office of one (1) year, considering as year the period included between two (2) General Ordinary Meetings, reelection being permitted.

Paragraph 1 - In the General Ordinary Meeting whose purpose is to make a decision regarding the election of the Board of Directors, considering the end of their term of office, the stockholders shall establish the effective number of members of the Board of Directors for the next term of office.

Paragraph 2 - At least twenty percent (20%) of the members of the Board of Directors of the Company shall be Independent Directors, as defined in Section 26, paragraph 2, "g" of these By-laws, and the condition of Independent Director shall be mandatorily included in the minutes of the General Stockholders’ Meeting which elects the referred members, being also considered independent the directors elected according to the power established in Section 141, paragraphs 4 and 5 and Section 239 of the Brazilian Corporate Law. When, as a result of the compliance with the percentage referred to in this paragraph 2 the result is a fractionary number of directors, such number shall be rounded off: (i) to the number immediately above, when the fraction is equal or higher than 0.5 (zero point five), or (ii) to the number immediately below, when the fraction is lower than 0.5 (zero point five).

Paragraph 3 - It shall be the General Assembly’s responsibility to indicate, among those elected, the member who will be the President of the Board of Directors.

Paragraph 4 - In case of dismissal, waiver, replacement or any other event that results in the permanent vacancy and need to replace any of the members of the Board of Directors, a new member and respective alternate shall be temporarily elected by the own Board of Directors of the Company, and they shall remain in their positions during the remaining term of their predecessors. If there is vacancy in the majority of the positions, the General Meeting shall be called to proceed to a new election.

Paragraph 5 - The positions of president of the Board of Directors and Chief Executive Officer cannot be accumulated by the same person, except for the hypotheses of vacancy which shall be object of specific announcement to the market and to which measures to fill the respective positions shall be taken within one hundred and eighty (180) days.

Article 15 - The Board of Directors shall meet, ordinarily, at least once a quarter, with the purpose of examining and following the financial and operational results of the Company and deciding on all the relevant subjects upon notification at least five (5) business days in advance; and, extraordinarily, whenever they are called by the President or any of its members, upon written notice, with acknowledged receipt, addressed to all the other members, at least two (2) days in advance, indicating the agenda and the time when the meeting will be held.

Paragraph 1 - The call notice mentioned in the head of this article above can be dismissed in case all members of the Board of Directors in exercise attend the meeting.

Paragraph 2 - The meetings of the Board of Directors shall begin with the presence of the majority of the members in exercise, and their decisions, including proposals to be submitted to the General Meeting, shall be approved by majority.

Paragraph 3 - The vote of a member cast with infringement of stockholders’ agreements filed at the head office of the Company shall not be taken into account.

Paragraph 4 - The meetings of the Board of Directors shall be held at the head office of the Company, unless another place is informed at the respective call notice. A member who, although not present physically, can participate in the discussions by means of telephone conference, video conference or any other electronic communication means which enables the identification of the member and the simultaneous communication with all the other people attending the meeting shall be considered as attending the meeting of the Board of Directors. The referred member shall send his vote regarding the subjects object of decision in the meeting by registered mail, fac-simile (with acknowledgement receipt), telegram, e-mail or any other means which makes the receipt clear.

Paragraph 5 - In the decisions of the Board of Directors, each member, including the President of the Board of Directors, shall be entitled to one vote.

Paragraph 6 - The members of the Board of Directors may constitute attorneys-in-law with powers to vote on their behalf in the meetings of the Board of Directors, provided that such attorney-in-law is also a member of the Board of Directors, and also that the power-of-attorney specifies the vote of the absent member.

Article 16 - In addition to the duties established by the Brazilian Corporate Law, the following subjects shall be approved by the Board of Directors of the Company:

(i) guidelines and policies of the Company and its subsidiaries, and the Board of Directors shall verify and follow their execution and examine at any time the books and papers of the Company and its subsidiaries, request information regarding any documents made or about to be made or any other acts, declaring its opinion about them;

(ii) submit to the General Ordinary Meeting the report of activities of the corporate businesses, together with the Balance Sheet and the Financial Statements legally required in each year, as well as the respective opinions of the Audit Committee, when in operation, and the independent auditors;

(iii) proposal of distribution of dividends, including intercalated or intermediaries, or payment of interest over the own capital, based on the Company’s quarterly, monthly or half-yearly statements;

(iv) proposal regarding the destination to be given to the net profit of the Company and its subsidiaries;

(v) proposal of operational budget and/or annual capital budget for the Company and its subsidiaries;

(vi) indication and dismissal of the independent auditors for the Company;

(vii) designation and dismissal, at any time, of the members of the Board of Executive Officers of the Company and its subsidiaries;

(viii) granting, to any officer or director of the Company or any of the Company’s subsidiaries, increase in salary or bonus (exceeding 10% of the salary of such administrator);

(ix) entering into, modification of any relevant aspect, cancellation or resolution of any agreement or, even, allow the anticipated due date or the caducity of any agreement worth more than R $ 5,000,000.00 (five million dollars);

(x) action or omission outside the ordinary course of business, understood consistently as the past practices of the Company;

(xi) development of a new line of business or change in any existing line of business;

(xii) issuance, assumption, hiring or guarantee of any debt, by the Company and/or subsidiaries, of bonus of subscription, simple debentures nonconvertible into stock and with no real guarantee, or other bonds or securities, as well as of credit instrument to obtain resources, either bonds, notes, commercial papers or others of common use in the market, making decisions regarding their conditions of issuance and redemption, individually or in the aggregate in any year in excess of 5% of the amount provided for in the Company’s budget;

(xiii) acquisition, by the Company and/or subsidiaries of business or assets from another corporation, including by entering into an agreement of association with another corporation, involving the payment (including in assets which are not currency) or investment above ten million reais (R$10,000,000.000), separately or in global terms, in an amount up to $ 20,000,000.00 (twenty million dollars), when added to the payments of commitments paid or assumed regarding all the other acquisitions that occurred in the twelve (12) preceding months, or outside the ordinary course of business;

(xiv) establish the value of competence of the Board of Executive Officers to conduct the transactions which are not included in the budget of the Company and/or subsidiaries, including: (i) disposal or disinvestment of assets, including participation in another legal entity; (ii) disposal of assets of the permanent assets of the Company and/or corporations of which the Company is part, (iii) constitution of real liens and granting of surety, guaranty and guarantees to obligations by the Company and/or subsidiaries; and (iv) of any other legal transaction that affects the capital structure of the Company and/or subsidiaries;

(xv) any operation (including allocation of expenses) and/or entering into any agreements between the Company and any officer, director or stockholder of the Company (or person controlling, controlled or under the common control with the Company or member of the family of the officer, director or stockholder under discussion);

(xvi) propose to the General Meeting the experts or specialized company to conduct the evaluation of the assets with which the stockholders apply for the formation of the capital stock;

(xvii) proposal of transformation, opening of capital, merger, consolidation, incorporation of stocks or split up of the Company and/or subsidiaries, its dissolution or liquidation;

(xviii) increase of capital and/or issuance of stocks by the Company and/or subsidiaries;

(xix) issuance, without right of first refusal, or with reduction of the term considered by paragraph 4 of article 171 of the Brazilian Corporate Law, of stocks, debentures convertible into stocks or bonus of subscription, whose placement occurs upon the sale in organized over the counter market or by public subscription, or also upon exchange for stocks in public offer of acquistion of control, pursuant to the terms established by the law, within the limit of the authorized capital;

(xx) proposal of any material change or amendment to the by-laws, articles of incorporation or other constitutive acts of the Company and subsidiaries, except in relation to acts altering the addresses of the branches of the Company and its subsidiaries, which will be decided on by the Board;

(xxi) any obligation of the Company and/or subsidiaries in an amount above the amount, individually or in the aggregate, in excess of 5% of the amount expected in its operational budget and/or annual capital budget;

(xxii) the vote to be rendered by the Company in the corporate decisions of its subsidiaries regarding the subjects above;

(xxiii) decide about the acquisition, disposal or cancellation by the Company of stocks of its own issuance;

(xxiv) declare to be favorable or contrary in relation to any public offer of acquisition of stocks whose target are the stocks issued by the Company, by means of prior justified opinion, announced within fifteen (15) days of the publication of the invitation for public offer of acquisition of stocks, which shall include at least (i) the convenience and opportunity of the public offer of acquisition of stocks regarding the interest of the group of stockholders and in relation to the liquidity of the securities they own; (ii) the repercussions of the public offer of acquisition of stocks over the interests of the Company; (iii) the strategic plans announced by the party making the offer in relation to the Company; (iv) other points which the Board of Directors consider relevant, as well as the information required by the applicable rules established by CVM;

(xxv) define the triple list of companies specialized in economic evaluation of companies in order to prepare a report evaluating the stocks of the Company, in case of cancellation of registration of publicly held company and/or delisting from the Novo Mercado;

(xxvi) grant purchase option of stocks to the administrators, employees or individuals who provide services to the Company or to the corporation under its control, with no right of first refusal to the stockholders according to the plan approved in General Meeting;

(xxvii)the creation of committees or work groups with defined purposes, composed of people indicated among the members of the Board of Directors, to appreciate and opine on decisions under the jurisdiction of the Board of Directors, as well as creation of committees or work groups with defined purposes composed of people indicated among the members of the management and/or other people who are not part of the administration of the Company to appreciate and opine on decisions under the jurisdiction of the Board of Directors;

(xxviii)appoint the Technical Manager of the Company with the Superintendence of Private Insurance - SUSEP, pursuant to Article 18 of these By-laws, and may dismiss it at any time; and

(xxix) other subjects that are not, by force of law or these by-laws, responsibility of the General Meeting or Board of Executive Officers.

Article 17 - It is forbidden to any member of the Board of Directors of the Company to interfere with any corporate operation in which the member under discussion has conflicting interest with the Company, as well as with the decision made by the other members of the Board of Directors of the Company, and it shall be the referred members’s duty to make them aware of his impediment and record the nature and extension of his interest in the minutes of Meeting of the Board of Directors.

Section III
Board of Executive Officers

Article 18 - The Company shall be managed by a Board of Executive Officers comprised by, at least, two (2) member and up to five (5) members, stockholders or not, elected and dismissible at any time by the Board of Directors, and there shall be one President, one Strategic Affairs Officer, one Officer of Investor Relations, one Financial Officer and one Legal Officer, whose unified term of office shall be of one (1) year, considering as year the period included between two (2) General Ordinary Meetings, being the accumulation of positions and reelection permitted.

Paragraph 1 - In event of definitive impediment or permanent vacancy in the position of Officer, the Board of Directors shall meet immediately in order to elect a alternate.

Paragraph 2 - The Company shall maintain during its term, in the administration, management or technical management, as required by the applicable regulations in force, at least one (1) insurance broker, qualified and registered with the Superintendence of Private Insurance - SUSEP to act as an intermediary in all insurance activities. The Technical Manager of the Company with the Superintendence of Private Insurance - SUSEP shall be assigned in accordance with the provisions of these By-laws and shall be necessarily an Insurance Broker qualified and registered in the Superintendence of Private Insurance - SUSEP, pursuant to the applicable regulations.

Paragraph 3 - The designated Technical Manager shall have the competence to represent the Company with the competent authority.

Article 19 - The Board of Executive Officers shall meet upon call notice from their Commercial Officer whenever corporate interests require so. The meetings, which shall be held in the head office, shall begin with the presence of the majority of its members, and the respective decisions shall be made by vote of the majority of the members attending the meeting. In case of a tie in the votes, the President shall have the casting vote. Minutes with the corresponding decisions shall be recorded in the Book of Minutes of Meetings of the Board of Executive Officers.

Sole Paragraph - The call notice mentioned in the head of this article can be dismissed in case all current Officers attend the meeting.

Article 20- It is essentially the duty of the Officers to: (a) represent the Company before any third parties, always pursuant to paragraph 1, "iv" of this article and article 21 below; (b) oversee the compliance with the Law and these By-laws; (c) coordinate the progress of the ordinary activities of the Company, including the implementation of guidelines and the compliance with the decisions made in General Meetings and in the meetings of the Board of Directors; and (d) administer, manage and supervise the corporate businesses. While exercising their functions, the Officers may perform all operations and practice all acts necessary to meet the purposes of their positions, following the provisions in these By-laws regarding the form of representation, the jurisdiction to practice certain acts, and the general guidance of the businesses established by the Board of Directors, including resolving on, and approving, the allocation of proceeds, compromise, waive, assign rights, confess debts, make agreements, make commitments, take on obligations, enter into contracts, acquire, alienate and encumber personal or real property, give security, surety and guaranty, issue, endorse, secure, discount, withdraw and guarantee securities in general, open, transact and end accounts in credit establishments, following legal restrictions and restrictions established herein.

Paragraph 1 - Additionally to the functions, authorities and powers granted to each of the Officers by the Board of Directors, the following also applies:

(i) to the Chief Executive Officer: (a) administer and manage the businesses of the Company; (b) make these By-laws and the decisions of the Board of Directors and the General Meeting be followed; and (c) conduct and coordinate the activities of the Directors in the sphere of the duties and powers established to the respective Officers by the Board of Directors and by these By-laws, inviting and leading the meetings of the Board of Executive Officers;

(ii) to the Strategic Affairs Officer: (a) advise the Chief Executive Officer in his functions; (b) coordinate, advise and participate in the execution of the strategic planning of the Company; and (f) exercise other functions or responsibilities to him determined;

(iii) to the Chief Financial Officer: (a) help the Chief Executive Officer in his functions; (b) coordinate and lead the activities related to the operations of financial nature of the Company; (c) coordinate and supervise the performance and the results of the financial area; (d) optimize and manage the economic-financial information and results of the Company; (e) administer and apply the financial resources, the operational and non operational revenues; (f) control the compliance with the financial commitments regarding the legal, administrative, budget, tax and contract requirements of the operations interacting with the agencies of the Company and with the parties involved (g) promote studies and propose alternatives for the economic-financial balance of the Company; (h) prepare the financial statements of the Company; (i) be responsible for the accounting of the Company to meet legal requirements; and (j) exercise other functions or duties determined.

(iv) to the Investors Relations Officer: (i) represent the Company before the control agencies and other institutions which act in the capital market where the securities issued by the Company are admitted for negotiation; (ii) represent the Company before the investing public, providing the necessary information; (iii) monitor the compliance with the obligations established herein by the stockholders of the Company and report to the General Meeting and to the Board of Directors, when requested, its conclusions, reports and diligences; (iv) make arrangements to keep the registration of publicly held company updated at CVM; and (v) exercise other functions or responsibilities determined.

(v) to the Legal Officer: (a) supervise and coordinate the Company‘s legal department; (b) advise the Company in making decisions involving legal matters, as well as coordinate the legal strategy adopted by the Company; (c) maintain a relationship with the legal entities of the government that discipline the activities conducted by the Company, as well as advise the Company in bringing and defending legal and administrative proceedings; (d) negotiate contracts and other legal instruments to be signed by the Company; (e) prepare prevention and remediation programs and plans related to the Company‘s business, including measures to mitigate legal risks and contingencies; (f) coordinate the activity of legal advisors and external lawyers, supervising administrative and judicial proceedings involving the Company; and (g) perform other duties or assignments from time to time, as determined by the Company‘s Board of Directors.

Article 21 - The Company shall be always represented by (a) two (2) Officers together; or (b) one or more attorneys designated according to paragraph 2 of this article.

Paragraph 1 - The Board of Executive Officers may constitute one or more attorneys-in-law, with wide powers to represent the Company, including receiving notifications, summons and subpoenas, and the delegation of powers can be authorized for undetermined period.

Paragraph 2 - The powers-of-attorney in the name of the Company shall be always granted or revoked by two (2) Officers together, and the instrument under discussion shall specify the powers granted and, except for those for legal purposes, they shall specify a validity period limited to one (1) year at the most.

Paragraph 3 - The representation of the Company shall be exercised by the individual signing of one (01) attorney-in-law, constituted pursuant to the terms of paragraph 2 of this article, or of one (01) Officer, in the following situations: (i) before the entities of federal, state and municipal public administration; (ii) in court, as plaintiff or defendant; (iii) in the signature of the labor identity of employees, of documents related to vacations, employment security fund, unemployment insurance, RAIS (Annual List of Social Security Information), dismissal documents before the INSS (Social Security National Institute), documents related to Caixa Econômica Federal - Caixa (Federal Economic Bank), declarations related to employees, employment agreements, experience agreements and employees’ labor agreement termination.

Paragraph 4 - The attorneys-in-law which shall deal with matters related to insurance brokerage must be necessarily insurance brokers of all areas, qualified and registered with SUSEP.

CHAPTER V - Audit Committee

Article 22 - If in operation, the Company’s Audit Committee, with the responsibilities established by the Law, shall be comprised of three (3) members and equal number of alternates.

Paragraph 1. The Audit Committee shall not be permanent and shall only be assembled upon request of stockholders, according to legal provisions.

Paragraph 2. The members of the Audit Committee shall start their positions upon the signature of the instrument of investiture recorded in the book of Minutes and Opinions of the Audit Committee, within thirty (30) days as of the date of the respective election.

Paragraph 3. The investiture of the members of the Audit Committee, if assembled, shall depend on the signature of the instrument of investiture recorded on the appropriate book, and it is hereby established that the investiture of the members of the Audit Committee shall depend on the prior subscription of the Term of Consent of the Members of the Audit Committee, as provided for in the Regulation of the Novo Mercado. The members of the Audit Committee shall, immediately after the investiture in their respective positions, communicate to BM&FBOVESPA the quantity and characteristics of the securities issued by the Company which they own directly or indirectly, including their derivatives.

Paragraph 4 - A person who has a connection with a corporation which may be considered competitor of the Company cannot be elected to the position of member of the Audit Committee of the Company, and it is forbidden, among others, to elect a person who: (a) is employee, stockholder or member of administration, technical or tax agency of a competitor or of controller or controlled company of a competitor; (b) is spouse or relative up to second degree of member of administration, technical or tax agency of a competitor or of controller or controlled company of a competitor.

Paragraph 5 - The compensation of the members of the Audit Committee is fixed by the General Meeting which elects them, following the provision in paragraph 3 of article 162 of the Brazilian Corporate Law.

Paragraph 6 - The period of operation of the Audit Committee shall end in the first General Ordinary Meeting held after its beginning, and the reelection of the members of the Audit Committee is permitted.

Paragraph 7 - In the event of vacancy, waive, impediment or unjustified absence in two consecutive meetings, the member of the Audit Committee shall be replaced, until the end of the term of office, by the respective alternate.

Paragraph 8 - In the event of permanent impediment or vacancy in the position of one members of the Audit Committee, and without a substitute to replace him, any member of the Audit Committee can immediately call a Company General Meeting in order to elect a new effective member of the Audit Committee and respective alternate, in order to fulfill the position and complete the term of office of the impeded or vacant position.

Paragraph 9 - When started, the Audit Committee shall meet, pursuant to the law, whenever necessary, and they shall analyze at least quarterly the financial statements.

Paragraph 10 - Regardless of any formalities, one shall consider as regularly called the meeting which the totality of the members of the Audit Committee attend.

Paragraph 11 - The Audit Committee shall declare its opinions by absolute majority of votes, with the majority of its members present.

Paragraph 12 - All the decisions of the Audit Committee shall be included in minutes recorded in the respective book of Minutes and Opinions of the Audit Committee and signed by the Directors present.

CHAPTER VI - Corporate year, Financial Statements and Profits

Article 23 - The corporate year shall begin on January 1 and end on December 31 of each year. At the end of each corporate year, the financial statements established by the law shall be prepared.

Paragraph 1 - The financial statements of the Company shall be audited by specialized independent audit companies, registered at CVM, with proved experience acknowledged in the market.

Paragraph 2 - A proposal of the administration regarding the destination to be given to the net profit, in compliance with the provision herein and in the law, shall be part of the financial statements of the year.

Article 24 - The Company shall prepare quarterly balance sheets, according to the corporate regulation and applicable normative instructions of the CVM, and it shall also, upon decision of the Board of Directors, prepare semestral, quarterly or even more frequent balance sheets; and (i) declare dividends, including intercalary or intermediate; as well as (ii) pay interest on the own capital to the account of profits assessed or reserve of profits assessed in these balance sheets.

Paragraph 1 - The dividends distributed pursuant to Article 24 may be attributed to the mandatory dividend.

Paragraph 2 - The Company can make the payment of interest over its own capital, as credit of the annual or intermediary dividends.

Article 25 - Occasional losses accumulated and the provision for the income tax shall be deducted from the result of the year before any participation.

Paragraph 1 - Over the amount obtained according to the head of this article, the participation of the administrators of the Company up to the maximum legal limit shall be calculated, to be distributed according to the parameters to be established by the Board of Directors.

Paragraph 2 - The minimum mandatory dividend shall be of twenty five percent (25%) of the net profit of Company, determined according to the accounting principles accepted in Brazil, and adjusting such dividend, when applicable, after the destination of: (i) five percent (5%) of the net profit to be annually allocated for the legal reserve, until reaching twenty percent (20%) of the paid-in capital stock, and such destination shall not be mandatory when the balance of this reserve, added by any reserve of capital mentioned in paragraph 1 of article 182 of the Brazilian Corporate Law, exceeds 30% of the capital stock; (ii) reserve of profits to realize; or (iii) reserve for contingency.

Paragraph 3 - The amount not above seventy five percent (75%) of the net profit shall be destined to constituting the Investment Reserve, with the purpose of financing the expansion of the activities of the Company and subsidiaries, including by means of the subscription of increases of capital or creation of new projects, participation in consortiums or other forms of association for accomplishing the corporate purpose.

Paragraph 4 - The reserve provided for in paragraph 3 above shall not exceed eighty percent (80%) of the capital stock. When such limit is reached, it shall be the General Meeting’s duty to make a decision regarding the destination of the balance, proceeding to its distribution to the stockholders or the increase of the capital stock.

Paragraph 5 - With the compliance with the distribution provided for in the previous paragraphs, the General Assembly, after listening to the Board of Directors, shall determine the destination of the remaining balance of the net profit of the corporate year, subject to the applicable legal provisions.

Paragraph 6 - The dividends not received or claimed will fall into limitation within three (3) years as of the date when they become available to the stockholder, and they shall be returned to the Company.

CHAPTER VII - Disposal of the Stock Control, Cancellation of the Registration of Publicly held Company and Delisting from the Novo Mercado

Article 26 - The Disposal of the Control of the Company, directly or indirectly, both by means of a single operation and by means of successive operations, shall be hired under the suspensive or resolutive condition that the Acquirer undertakes to make public offer of acquisition of the other stocks of the other stockholders of the Company, following the conditions and terms established in the legislation in effect and in the Regulation of the Novo Mercado, in order to assure to them equal treatment as the one given to the Selling Controlling Stockholder.

Paragraph 1 - The public offer to which this article refers shall also be required:

(a) when there is onerous assignment of rights of subscription of stocks and/or other bonds or rights related to securities convertible into stocks, which result in the Disposal of the Control of the Company; and

(b) in case of disposal of the control of corporation which holds the Control Power of the Company, in that, in this case, the Selling Controlling Stockholder shall have the obligation to declare to BM&FBOVESPA the amount attributed to the Company in the referred disposal, attaching documents to prove the amount.

Paragraph 2 - For purposes of these By-laws, the terms starting with capital letters shall have the following meaning:

(a) "Acquirer" means the party to whom the Selling Controlling Stockholder transfers the Control Stocks in an Disposal of Control of the Company;

(b) "Controlling Stockholder" means the stockholder or Group of Stockholders who exercise the Control Power of the Company;

(c) "Selling Controlling Stockholder" means the Controlling Stockholder when he promotes the Disposal of Control of the Company;

(d) "Control Stocks" means the block of stocks which ensure, directly or indirectly, to their holders, the individual and/or shared exercise of the Control Power of the Company;

(e) "Outstanding Stocks" means all the stocks issued by the Company, except for the stocks held by the Controlling Stockholder, by people connected to him, by members of the Board of Directors and of the Board of Executive Officers and those in the treasury;

(f) "Disposal of the Control of the Company" means to transfer, to a third party, onerously, the Control Stocks;

(g) "Independent Director" is characterized by the following: (i) not having any link with the Company, except interest in capital; (ii) not being Controlling Stockholder, spouse or relative up to second degree of the Controlling Stockholder, or not being or not having being, in the past three (3) years, connected to a corporation or entity related to the Controlling Stockholder (people connected to public education and/or research institutions are excluded from this restriction); (iii) not having been, in the past three (3) years, an employee or director of the Company, of the Controlling Stockholder or of corporation controlled by the Company; (iv) not being supplier or buyer, directly or indirectly, of services and/or products of the Company, in magnitude that results in loss of independence; (v) not being employee or administrator of corporation or entity that is offering or requesting services and/or products to or from the Company, in magnitude that results in loss of independence; (vi) not being spouse or relative up to second degree of any administrator of the Company; and (vii) not receiving other form of remuneration from the Company other than the one related to the position of director (gains in cash coming from the interest in capital are excluded from this restriction);

(h) "Derivatives" means bonds and securities negotiated in market of future settlement and other assets having as guaranty or object securities issued by the Company;

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

(j) "OPA" means public offering of acquisition of shares;

(k) "Other Rights of Corporate Nature" means (i) usufruct or trust over the stocks issued by the Company; (ii) options to purchase, subscribe or exchange, of any kind, that may result in the acquisition of stocks issued by the Company; or (iii) any other right that assures, permanently or temporarily, political or asset rights of stockholder over the stocks issued by the Company;

(l) "Control Power" means the power effectively used of heading 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 control in relation to the person or to the Group of Stockholders that owns stocks guaranteeing the absolute majority of the votes of the stockholders attending the last three (3) general meetings of the Company, even if not owner of the stocks guaranteeing the absolute majority of the voting capital; and

(m) "Economic Value" means the value of the Company and its stocks determined by a specialized company, by using a recognized methodology or based on another criterion defined by CVM.

Article 27 - The party that acquires the Control Power due to private contract of purchase of stocks made with the Controlling Stockholder, involving any quantity of stocks, shall be obliged to: (i) make the OPA mentioned in Article 26 above; and (ii) pay, pursuant to the terms indicated below, the amount equivalent to the difference between the price of the OPA and the amount paid per stock occasionally acquired in stock exchange in the six (6) months prior to the date of acquisition of the Control Power, duly updated up to the date of the payment. The referred amount shall be distributed among all people who sold stocks of the Company in the exchange floors in which the Acquirer made the acquisitions, proportionally to the daily selling net balance of each one, and it is BM&FBOVESPA’s responsibility to make the operation of the distribution, pursuant to its regulations.

Article 28 - The Company shall not register in its books: (a) any transfers of ownership of its stocks to the Acquiring Party or to those who come to hold the Control Power, before this (these) stockholder(s) subscribe(s) the Consent Term of the Controllers mentioned by the Regulation of the Novo Mercado; and (b) Stockholders’ Agreement which establishes provisions regarding the exercise of the Control Power before its signatories subscribe the Consent Term of the Controllers mentioned in item "a" above.

Article 29 - In the OPA to be made effective by the Controlling Stockholder or by the Company for the cancellation of the registration of publicly held company, the minimum price to be offered shall correspond to the Economic Value assessed in the evaluation report mentioned in article 31 of these By-laws, respecting the applicable legal and regulatory rules.

Article 30 - The delisting of the Company from the Novo Mercado shall be (i) previously approved in General Meeting, except in the cases of delisting from the Novo Mercado because of cancellation of the registration of publicly held company; and (ii) communicated to BM&FBOVESPA in writing thirty (30) days in advance.

Article 31 - The evaluation report mentioned in Article 29 and Article 32 of these By-laws shall be prepared by a specialized institution or company, with proved experience and independence regarding the decision power of the Company, of its administrators and controllers, and the report shall also meet the requirements in Section 8, paragraph 1 of the Brazilian Corporate Law, and it shall contain the responsibility provided for in s. 8, paragraph 6 of the Brazilian Corporate Law. The choice of the specialized institution or company responsible for establishing the Economic Value of the Company belongs exclusively to the General Meeting, after the Board of Directors submit a triple list, and the respective decision, not taking into account blank votes, shall be made by majority of the votes of the stockholders representing the Outstanding Stocks attending that meeting which, if beginning in first call, shall have the presence of stockholders representing at least twenty percent (20%) of the total of Outstanding Stocks or which, if beginning in second call, may count on the presence of any number of stockholders representing the Outstanding Stocks. The costs of preparation of the report shall be fully paid by the party making the offer.

Article 32 - In the event a decision is made for the Company to delisting from the Novo Mercado so that the securities it issues start to have registration for negotiation outside the Novo Mercado, or because of operation of corporate reorganization, in which the corporation resulting from this reorganization does not have its securities accepted for negotiation in the Novo Mercado within one hundred and twenty (120) days as of the date of the general meeting which approved the referred operation, the Controlling Stockholder shall make OPA to acquire the stocks belonging to the other stockholders of the Company, at least for the respective Economic Value, to be assessed in evaluation report prepared pursuant to the terms in Article 32, subject to the applicable legal and regulatory rules.

Paragraph 1 - In the event there is no Controlling Stockholder, if a decision is made for the delisting of the Company from the Novo Mercado so that the securities it issues start to have registration for negotiation outside the Novo Mercado, or because of operation of corporate reorganization, in which the corporation resulting from this reorganization does not have its securities accepted for negotiation in the Novo Mercado within one hundred and twenty (120) days as of the date of the General Meeting which approved the referred operation, the delisting shall depend on the occurrence of OPA in the same conditions provided for in the head of this article.

Paragraph 2 - The General Meeting referred to in paragraph 1 of this article shall define the party(ies) responsible for making the OPA, who, attending the Meeting, shall expressly take on the obligation of making the offer.

Paragraph 3 - In the absence of definition of the parties responsible for making the OPA described in paragraph 1 of this article, in the case of operation of corporate reorganization in which the corporation resulting from this reorganization does not have its securities accepted for negotiation in the Novo Mercado, it shall be responsibility of the stockholders who voted favorably to the corporate reorganization to make the referred offer.

Article 33 - The delisting of the Company from the Novo Mercado due to noncompliance with obligations contained in the Regulation of the Novo Mercado depends on the effective occurrence of OPA, at least for the Economic Value of the stocks, to be assessed in evaluation report mentioned by article 31 hereof, subject to the applicable legal and regulatory rules.

Paragraph 1 - The Controlling Stockholder shall make the OPA provided for in the head of this article.

Paragraph 2 - In the event there is no Controlling Stockholder and the delisting from the Novo Mercado mentioned in the head results from decision of the General Meeting, the stockholders who voted favorably to the decision that resulted in the respective noncompliance shall make the OPA provided for in the head.

Paragraph 3 - In the event there is no Controlling Stockholder and the delisting from the Novo Mercado mentioned in the head results from act or fact of the administration, the administrators of the Company shall call a general stockholders’ meeting whose order of the day shall be the decision regarding how to solve the noncompliance with the obligations contained in the Regulation of the Novo Mercado or, if applicable, make a decision regarding the delisting of the Company from the Novo Mercado.

Paragraph 4 - In the event the general meeting mentioned in paragraph 3 above makes a decision in favor of the delisting of the Company from the Novo Mercado, the referred general meeting shall define the party(ies) responsible for making the OPA provided for in the head, who, attending the meeting, shall expressly take on the obligation of making the offer.

Article 34 - There is the option of making a single OPA, aiming at more than one of the purposes provided for in this CHAPTER VII, in the Regulation of the Novo Mercado or in the regulation issued by CVM, provided that it is possible to make the procedures of all sorts of OPA compatible and there is no loss for the receivers of the offer, and CVM grants the authorization when required by the applicable legislation.

Article 35 - The Company or the stockholders responsible for making the OPA provided for in this CHAPTER VII, in the Regulation of the Novo Mercado or in the regulation issued by CVM can make sure it becomes effective by means of any stockholder, third party and, as the case may be, by the Company. The Company or the stockholder, as the case may be, is not exempted from the obligation of making the OPA until it is concluded with compliance with the applicable rules.

Sole Paragraph - Notwithstanding the provision in Article 34 above and in the head of this article, the provisions in the Regulation of the Novo Mercado shall prevail in the hypotheses of loss of the rights of the receivers of the offers mentioned in the referred provisions.

CHAPTER VIII - Dissolution and Liquidation

Article 36 - The Company shall dissolve and go into liquidation in the cases provided for in the legislation, and it shall be the General Meeting’s responsibility to elect the liquidator and the members of the Audit Committee, which shall work during the liquidation period, establishing their remuneration.

CHAPTER IX - Arbitration

Article 37 - The Company, its stockholders, Administrators and members of the Audit Committee 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 Brazilian Corporate Law, in the rules edited by the National Monetary Council, by the Brazilian Central Bank, and by CVM, as well as in the other rules that apply to the operation of the capital market in general, in addition to those contained in the Regulation of the Novo Mercado, of the Agreement to Participate in the Novo Mercado, in the Arbitration Regulation of the Market Arbitration Chamber and the Agreement to Participate in the Novo Mercado.

Sole Paragraph - Not to the detriment of the validity of this arbitration clause, any of the parties of the arbitration procedure shall have the right to resort to the Judiciary with the purpose to, if and when necessary, request injunctions to protect rights, either in arbitration procedure that has already started or which has not been filed yet, and as soon as any measure of this nature is granted, the power to decide the matter shall be immediately returned to the arbitration court established or to be established.

CHAPTER X - General Provisions

Article 38 - The Company shall follow the provisions contained in the stockholders’ agreement filed in its head office.

Sole Paragraph - The President of the General Meeting shall not take into account the vote given against express provision contained in stockholders’ agreement filed in its head office, nor will the Company allow the registration of stocks in noncompliance with the provisions contained in the referred document.

Article 39 - The omissive or questionable cases of these By-laws shall be solved by the General Meeting and governed according to the provisions contained in the Brazilian Corporate Law, Regulation of Novo Mercado and other applicable legal provisions.

Article 40 - With the admission of the Company in the special listed segment called Novo Mercado of BM&FBOVESPA, the Company, its stockholders, administrators and members of the audit committee, when in operation, shall submit to the provisions of the Regulation of the Novo Mercado.

Sole Paragraph - The provisions of the Regulation of the Novo Mercado shall prevail over the statutory provisions, in the hypotheses of loss to the rights of the receivers of the public offers provided for in these By-laws.

CHAPTER XI - Transitory Provisions

Article 41 - The General Extraordinary Meeting which approves these By-laws shall make a decision regarding the effective number of members of the Board of Directors and elect the other members necessary to compose the department, if necessary.

Article 42 - The duration of the terms of office of the members of the Board of Directors and the Board of Executive Officers provided for in article 10, paragraph 3 of these By-laws shall only become effective as of the election of the Independent Director, to be elected according to the terms of article 14, paragraph 2 of these By-laws.

Article 43 - The provisions contained in CHAPTER VII and CHAPTER IX, as well as the rules referring to the Regulation of the Novo Mercado contained in articles 10, paragraph 2, 14, paragraph 2 and 22, paragraph 3 of these By-laws shall only become effective as of the date when the Company publishes its Announcement of Start of the Primary and Secondary Public Distribution of Stocks related to its Initial Public Offering of Stocks ("Announcement of Start").


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