MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ/MF N. 27.093.558/0001-15
NIRE 33.3.0028974-7
Publicly-held Corporation
MINUTES OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING
HELD ON APRIL 28, 2016
(prepared in summarized form, as authorized in
paragraph 1 of article 130 of Act no. 6.404/76, as amended)

DATE, TIME, AND PLACE: On April 28, 2016, at 3:00 pm, at the registered
office of Mills Estruturas e Servios de Engenharia S.A. ("Company"),
located at Estrada do Guerengu 1.381, Taquara, Jacarepagu, in the city of
Rio de Janeiro, State of Rio de Janeiro.
CALL: Call notice published on March 29, 30, and 31, 2016, in the Official
Gazette of the State of Rio de Janeiro ("Dirio Oficial do Estado do Rio de
Janeiro") and in "Valor Econmico" newspaper.
PUBLICATIONS: Companys Management Report and Financial Statements
for the year ended on December 31, 2015, accompanied by the opinion of the
Independent Auditors, as well as the favorable opinion of the Fiscal Council,
as approved at the meeting of Companys Board of Directors held on March
8, 2016, were published in the Official Gazette of the State of Rio de Janeiro
and in "Valor Econmico," on March 21, 2016, and the publication of the
notices mentioned in the main section of article 133, of Act no. 6.404, of
December 15, 1976, as amended ("Brazilian Corporations Law"), has been
waived considering the provision in paragraph 5 of the same article.
ATTENDANCE: Shareholders holding 102,583,995 shares, corresponding to
58,42% of Companys capital stock, as registered in Companys
Shareholders Attendance Book, being verified, therefore, the quorum to call
this Meeting to order. Mr. Fernando de Souza Leite (CRC PR-050.422/O-3),
representative of Deloitte Touche Tohmatsu Auditores Independentes,
Companys independent auditors during 2015 ("Independent Auditors"), and
Mr. Eduardo Botelho Kiralyhegy, effective member of Companys Fiscal
Council were also present, as provided in Paragraph 1 of Article 134, and
Article 164 of Brazilian Corporations Law.

CHAIR: Chairman of the meeting: Andres Cristian Nacht; Secretary of the

meeting: Rafael Machado da Conceio. .
AGENDA: I. at Ordinary General Meeting: (i) take the accounts of
management, examine, discuss and vote Companys Management Report
and Financial Statements for the year ended on December 31, 2015,
accompanied by the opinion of the Independent Auditors and the opinion of
the Fiscal Council; (ii) determine the number of members of Companys
Board of Directors, and elect the members thereof; (iii) elect the members of
Companys Fiscal Council; and (iv) determine the remuneration of
Companys managers for 2016; and II. at Extraordinary General Meeting:
decide on the approval of Companys new stock option plan, pursuant to the
terms of managements proposal, and on authorization for Companys
administrators to take the necessary actions in order to formalize it.
RESOLUTIONS: After submitting the items of the agenda to discussion, the
shareholders:
At Ordinary General Meeting:
1. By unanimity, registering abstentions (as vote map in Annex 1)], have
approved Companys Management Report, the management accounts,
and Financial Statements for the year ended December 31, 2015,
accompanied by the Independent Auditors report and Company Fiscal
Councils favorable opinion.
2. By majority, registering abstentions and votes against, (as vote map in
Annex I)] have determined as six (6) the number of members to be elected
for Companys Board of Directors and approved the election and/or
reelection (as applicable) of the following members of Companys Board
of Directors, to hold office until the Ordinary General Meeting that will
deliberate on the financial statements for 2017, pursuant to Article 14 of
Companys Articles of Incorporation: (i) Andres Cristian Nacht,
Argentinian, married, business administrator, holder of ID card no.
W520085-X, issued by SE/DPMAF/DPF, taxpayer identification number
CPF/MF 098.921.337-49, residing and domiciled at Rua Levi Carneiro
344, Barra da Tijuca, in the city of Rio de Janeiro, State of Rio de Janeiro;
(ii) Elio Demier, Brazilian, divorced, bachelor of social communication,
holder of ID card number 81.034.346-7, issued by IFP/RJ, taxpayer
identification number CPF/MF 260.066.507-20, residing and domiciled
at Rua Sorocaba 691, apartamento 502, Botafogo, in the city of Rio de
2

Janeiro, State of Rio de Janeiro; (iii) Francisca Kjellerup Nacht, Brazilian,

single, business administrator, holder of ID number 08.838.154-6, issued
by DETRAN-RJ, taxpayer identification number CPF/MF 124.175.65706, residing and domiciled at Nyvej 17, st.th., DK-1851 Frederiksberg C,
Denmark; (iv) Jorge Marques de Toledo Camargo, Brazilian, married,
geologist and physicist, holder of ID card number 293644, issued by
SSP/DF, taxpayer identification number CPF/MF 114400151-04,
residing and domiciled at Rua Almirante Saddock de S 370, ap. 101,
Ipanema, in the city of Rio de Janeiro, State of Rio de Janeiro; (v) Aymar
Ferreira de Almeida Junior, Brazilian, married, production engineer,
holder of ID number 19913159, issued by SSP/SP, taxpayer identification
number CPF/MF 098052728-77, residing and domiciled at Rua Minas de
Prata 30, 4 andar, Vila Olmpia, in the city of So Paulo, State of So
Paulo; and (vi) Roberto Pedote, Brazilian, married, business
administrator, holder of ID number n. 13.564.073-8, issued by SSP,
taxpayer identification number CPF/MF under n. 115.324.298-27,
residing and e domiciled at Avenida Arruda Botelho 466, apto 31, in the
city of So Paulo, State of So Paulo, noting that Mr. Jorge Marques de
Toledo Camargo, Mr. Aymar Ferreira de Almeida Junior and Mr Roberto
Toledo are elected as independent directors, complying with the
requirements of the Regulations of the New Market of BM&FBOVESPA
S.A. Securities, Commodities, and Futures Exchange
("BM&FBOVESPA").
2.1. The now reelected and/or elected directors (as applicable) shall take
office upon the execution of their respective instruments of investiture
registered in Companys Board of Directors Meetings Minutes Book, which
shall include the statements provided in Article 147 of the Stock Corporations
Act, as well as CVM Instruction no. 367/02. The directors Aymar Ferreira
de Almeida Junior and Roberto Toledo, now elected, shall also execute the
instrument of consent of managers referred to in BM&FBOVESPAs New
Market Regulation and adhere to the policy of disclosure of Companys
relevant acts or facts, as well as the policy on trading of securities issued by
Company.
3.
By majority, registered abstentions and votes opposed, (as vote map
in Annex I)], they approved the election and/or reelection (as applicable) of
the following members of Companys Fiscal Council, to hold office until the
Annual General Meeting that will deliberate on the financial statements for
2016, pursuant to Article 28, paragraph 2, of Companys Articles of
3

Incorporation: (i) Eduardo Botelho Kiralyhegy, Brazilian, single, attorney,

OAB/RJ 114.461, taxpayer identification number CPF/MF 082.613.217-03,
residing and domiciled at Avenida Julio Furtado 193/605, Graja, in the city
of Rio de Janeiro, State of Rio de Janeiro, CEP 20.561-010; (ii) Marcus
Vincius Dias Severini, Brazilian, married, accountant, ID no. 093982-O-3,
issued by CRC-RJ, taxpayer identification number CPF/MF 632.856.067-20,
residing and domiciled at Rua Antonio Salema 68/401, in the city of Rio de
Janeiro, State of Rio de Janeiro, CEP 20541-070; and (iii) Isabella Saboya de
Albuquerque, Brazilian, divorced, consultant, ID no. 08423778-3, issued by
IFP, taxpayer identification number CPF/MF 017.919.007-55, residing and
domiciled at Rua Pozina Cavalcante 153, apto 1301 in the city of Rio de
Janeiro, State of Rio de Janeiro, ZIPCODE 22610-080, all as full members;
as well as to elect and/or reelect (as appropriate) (i.1) Leonardo Roslindo
Pimenta, Brazilian, married, attorney, OAB/RJ no. 88.060, taxpayer
identification number CPF/MF 016.749.907-66, residing and domiciled at
Rua Fadel Fadel, 186 apto. 702 Leblon, in the city of Rio de Janeiro, State
of Rio de Janeiro, CEP: 22430-170; (ii.1) Vera Lucia de Almeida Pereira
Elias, Brazilian, married, accountant and attorney, ID no. RJ-043059/O-8,
issued by CRC-RJ, taxpayer identification number CPF/MF 492.846.497-49,
residing and domiciled at Rua Uruguai 481/602, in the city of Rio de Janeiro,
State of Rio de Janeiro, CEP 20510-060; and (iii.1) Walter Luis Bernardes
Albertoni, Brazilian, married, attorney, ID no. 14009886, issued by SSP/SP,
taxpayer identification number CPF/MF 147.427.468-48, residing and
domiciled at Rua Urussu, 92, conjunto 91, Itaim Bibi, in city of So Paulo,
State of So Paulo, CEP 04542-050, as their respective alternates.
3.1. Fiscal Councils members now reelected and/or elected (as applicable)
shall take office upon the execution of their respective instruments of
investiture registered in Companys Fiscal Council Meeting Minutes Book,
which should include the statements provided in Article 147 of the Stock
Corporations Act and other legal provisions applicable. Mr. Eduardo Botelho
Kiralyhegy shall act as Chairman of the Fiscal Council. Pursuant to Article
162, paragraph 3, of the Stock Corporations Act, each full member of the
Audit Committee, shall be entitled to remuneration in the amount
corresponding to ten percent (10%) of the average remuneration paid to each
officer of the Company, excluding benefits, representation allowances, and
profit sharing.
4.
By majority, the votes opposed and the abstentions, (as vote map in
Annex I)], they approved the total remuneration of the members of
4

Companys Board of Directors and Executive Board for 2016 of sixteen

million five hundred ninety-one thousand three hundred twenty reais (BRL
16,591,320), all in accordance with the proposal submitted to the decision of
the meeting, the Board of Directors being responsible for the allocation
thereof among the members of the Board of Directors and Executive Board.
I.

At Extraordinary General Meeting:

1.
By majority, the votes opposed and the abstentions, (as vote map in
Annex I)], they approved Companys new stock option plan with the wording
provided in Annex II, authorizing Companys management to take the
necessary actions in order to formalize it.
DOCUMENTS SUBMITTED TO THE MEETING: The documents submitted to the
Meeting for consideration have been numbered and certified by the chairman
and secretary of the Meeting and filed at Companys registered office, and
copies thereof have been delivered to shareholders upon request.
CLOSING AND SIGNATURES: With no further matters to be discussed, the
Chairman adjourned the Meeting, and these minutes have been prepared in
summarized form, to be published omitting the signatures of the attending
shareholders, as provided in paragraphs 1 and 2 of Article 130 of the Stock
Corporations Act, which, after being read and approved, were signed in the
proper book by all attending shareholders, by the Chairman of the Meeting,
and by the Secretary of the Meeting.
Rio de Janeiro, April 28, 2016
I certify that these minutes are a true copy of the minutes registered in the
proper book.
______________________________
Andres Cristian Nacht
Chairman of the Meeting
______________________________
Rafael Machado da Conceio
Secretary of the Meeting

ANNEX I
Vote Map
Manifestao de Voto
Agenda**

In Favor
Number of
Shares

Abstention
%*

Number of
Shares

%*

Oppose
Number of
Shares

%*

74,368,202

72,49

28,215,793

27,51

94,225,261

91,85

5,572,934

5,43

2,785,500

2,72

102,548,595

99,97

7,100

0,01

28,300

0,03

89,257,322

87,01

7,416,617

7,23

5,910,056

5,76

72,309,171

70,49

7,416,617

7,23

22,858,207

22,28

AGO

AGE

MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S,A,

Taxpayer Identification Number CNPJ 27,093,558/0001-15
Companies Register Identification Number NIRE 33,3,0028974-7
Publicly-held Corporation
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON APRIL 28, 2016
ANNEX II
STOCK OPTION PLAN
MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S,A,
Taxpayer Identification Number CNPJ 27,093,558/0001-15
This Stock Option Plan of MILLS ESTRUTURAS E SERVIOS DE
ENGENHARIA S,A, ("Company"), approved by Companys Extraordinary
General Meeting held on April 28, 2016, ("Plan"), establishes the general
conditions for granting Companys stock options pursuant to article 168,
paragraph 3, of Act 6,404/76,
1.

Purposes of the Plan

1.1. The purpose of the Plan is to allow managers and employees of the
Company, or of Companys subsidiaries, to receive options whose exercise
gives them the right to subscribe or acquire Companys shares in the future,
in order to: (i) create an alignment of interests between the Company, its
shareholders, managers, and employees, and those of companies controlled
by Company; (ii) mitigate agency conflicts; (iii) increase the generation of
sustainable results; and (iv) reinforce the long-term orientation in the
decision making by Companys officers and employees,
2.

Eligible Beneficiaries
7

2.1. The managers and employees in command positions of Company and

Companys controlled companies may be elected as beneficiaries of stock
option granted pursuant to the Plan ("Beneficiaries"),
3.

Management of the Plan

3.1. The Plan shall be managed by Companys Board of Directors, which

may, subject to the restrictions provided by law, establish a committee
especially created to advise it in the management of the Plan ("Committee"),
3.1.1. Notwithstanding the provision in the main section above, no decision
of the Board of Directors and/or Committee shall increase the total
limit of stock options to be granted, based on the limits established by
this Plan, the Articles of Incorporation, and Companys General
Meeting,
3.2. Subject to the general conditions of the Plan and the guidelines
determined by the General Meeting, Companys Board of Directors shall
have wide powers to take all necessary and appropriate action in the
management of the Plan, including, but not limited to:
(a)

(b)
(c)

(d)

Deciding on any and all measure with respect to the management of

this Plan, detailing and applying the general rules established herein,
as well as solving doubts on the interpretation of the Plan;
Establishing qualitative and/or quantitative criteria for the eligibility
of Beneficiaries and the granting of options under this Plan;
Electing Beneficiaries and authorizing the exercise of options on their
behalf, establishing all conditions of options to be granted, and
changing such conditions, as necessary, to conform the options to the
terms of any supervening law, rule, or regulation;
Deciding on the dates for granting options, and on the opportuneness
of granting options with respect to Companys interests, preserving
the concepts established in this Plan;
8

(e)

(f)

(g)

(h)

Establishing and changing the terms of the Option Agreement (as

defined below), to be entered into between the Company and each
Beneficiary;
Defining and changing the dates when the options may be exercised,
the time limit for exercising the options, and other granting and
exercising conditions under the Option Agreement;
Issuing new shares of Company within the authorized capital limit
and/or disposing treasury shares, to satisfy the stock option exercise
pursuant to the Plan; and
Analyzing extraordinary cases arising from, or connected with, this
Plan,

3.3. The Board of Directors and the Committee shall observe the limits and
conditions provided by law, by the regulation of the Securities Commission,
and this Plan, and shall abide by General Meeting directions,
3.4. While performing its duties, the Board of Directors may treat in a
differentiated way the manager and employees of Company or Companys
controlled companies in a similar status and elect, at its discretion, the
Beneficiaries, being not required, by any rule of isonomy or analogy, to
extend to all the same conditions deemed only applicable to one or more of
them,
3.5. Company Board of Directors or Committees resolutions (as
appropriate) shall bind Company to any matter in connection with the Plan,
4.

Grant of Options

4.1. At any time it deems convenient during the term of this Plan,
Companys Board of Directors shall determine, at its discretion, the
Beneficiaries to which the stock options shall be granted pursuant to the Plan,
the number of shares to be acquired upon the exercise of each option, the
exercise price payment conditions, the terms and conditions for enforcing
9

each option and any other condition with respect to such options, always
observing the limit of the authorized capital and the parameters provided
under this Plan,
4.2. The grant of stock options under the Plan is made upon the execution
of stock option agreements between the Company and the Beneficiaries,
which shall detail, without prejudice of other conditions provided by the
Board of Directors or Committee (as applicable): (i) the number of options
to be granted; (ii) the terms and conditions for acquiring the right to exercise
the option; (iii) the time limit for exercising the stock option; and (iv) the
strike price of the shares subject to the options granted (observing the
provisions in this Plan) and the payment conditions thereof ("Option
Agreement"),
4.3. The Option Agreements shall be prepared individually for each
Beneficiary, and the Board of Directors or Committee (as applicable) may
provide different terms and conditions for each Option Agreement, without
being necessary to apply any isonomy or analogy rule among Beneficiaries,
even if they have similar or identical status,
4.4. The stock options granted under the Plan, as well as the exercise
thereof by Beneficiaries, have not relationship and are not connected with
their remuneration, whether fixed or variable, or occasional profit sharing,
The Plan has no remuneration or compensation nature,
4.5. The acceptance of stock options pursuant to this Plan and the signature
of the Option Agreement by the Beneficiary are optional; however, upon the
execution of this Option Agreement, the Beneficiaries agree with all
conditions thereof, and with the conditions of this Plan, For such purpose,
this Plan and the stock option programs implemented by the Board of
Directors shall be an integral part of the Option Agreements,
4.6.

The grant of stock options to a Beneficiary under this Plan shall not
10

secure any right to subsequent grants, The definition of the Beneficiaries in

each stock options grant shall be determined at Board of Directors sole
discretion,
4.7. Without prejudice to any provision to the contrary under the Plan or
Option Agreement, the options granted under the Plan shall expire
automatically, and all the effects thereof will legally cease, in the following
events:
(a)
The full exercise thereof;
(b)
After the expiration of the option term;
(c)
Upon termination of the corresponding Option Agreement;
(d)
If Company is dissolved, liquidated, or a bankruptcy order is issued
against it;
(e)
In the events provided in item 8,2 of this Plan; or
(f)
In other events provided in the Option Agreement, as applicable,
5.

Shares Included in the Plan

5.1. The stock options granted under the Plan may grant acquisition rights
on a number of shares not to exceed one million seven hundred thousand
(1,700,000) shares of Company issue, throughout the term of the Plan, being
computed in this calculation all options already granted within the Plan
scope, whether or not exercised, other than those terminated and not
exercised, provided that the total number of shares issued or to be issued
under the Plan is always limited to Companys authorized capital,
5.2. With the purpose of meeting the exercise of stock options granted
under the Plan, Company may, at Board of Directors discretion: (i) issue
new shares up to the limit of the authorized capital; and/or (ii) dispose of
and/or use treasury shares,
5.3.

Shareholders shall not be entitled to preemptive rights on stock option

11

grant or exercise pursuant to the Plan, as provided in article 171, paragraph

3, of Act 6,404/76, as amended,
5.4. The shares acquired due to the exercise of a stock option under the
Plan shall maintain all rights conferred to its type, notwithstanding the
provision in item 6.2.1 below, and unless as otherwise provided by the Board
of Directors,
6.

Option Strike Price

6.1. The strike price of options granted under this Plan shall be two reais
and sixty-three cents (BRL 2,63), defined based on the issue price of
Companys shares, within the scope of the capital increase approved by the
Board of Directors on February 5, 2016,
6.1.1. The strike price shall be adjusted for inflation according to IPCA
(Consumer Prices Index - Broad), issued by Instituto Brasileiro de
Geografia e Estatstica, or such other index as the Board of Directors
or Committee, as applicable, may determine, less the amount of
dividends and interest on equity per share stated by Company,
commencing on the grant date, Companys Investor Relationship
Area will calculate the updated option strike price,
6.2. The strike price shall be paid by Beneficiaries on such terms and dates
as Board of Directors or Committee (as applicable) may determine,
6.2.1. As long as the full strike price is pending, the shares acquired with the
exercise of the option pursuant to the Plan shall not not be disposed to
third parties, except upon Board of Directors prior consent, in which
case the sale proceeds shall be primarily allocated to the discharge of
Beneficiarys debt to Company,
6.3.

Company shall not finance the strike price or the acquisition of the
12

shares to be subscribed due to the exercise of options granted under this Plan,
The Board of Directors may authorize the options or shares resulting from
the exercise thereof to be charged with encumbrances, to secure a loan
financing the exercise of the option,
7.

Exercise of Options

7.1. The options granted under the Plan may be exercised, in whole or in
part, provided that the respective qualifying periods thereof, not to be less
than twelve (12) months, determined by the Board of Directors, and the other
terms and conditions provided in the respective Option Agreements, are
complied with,
7.1.1. The portion of the option that has not been exercised in accordance
with the terms and conditions provided shall be considered
automatically terminated, without right to indemnity, observed the
time limit for exercising the options, which shall be nine (9) years
from the corresponding grant,
7.2. The Beneficiary that wants to exercise the Beneficiarys stock option
shall notify Company, in writing, on Beneficiarys intent to do so, and name
the number of shares the Beneficiary intends to acquire, pursuant to the
communication form to be disclosed by the Board of Directors or Committee
(as applicable),
7.2.1. Companys Investor Relations Area shall notify the Beneficiary,
within two (2) business days counted from the receipt of the
communication mentioned in item 7.2 above, the strike price to be
paid, based on the number of shares informed by the Beneficiary, and
Companys management shall take all the necessary measures to
formalize the acquisition of the shares under the exercise,
7.3.

The Board of Directors or Committee (as applicable) may determine

13

the suspension of the right to exercise a stock option, whenever situations are
verified which, in accordance with the applicable legislation or regulation,
restrict or prevent the negotiation of shares by part of the Beneficiaries or
Company,
7.4. The Board of Directors or Committee (as applicable) may impose
other provisional terms and/or conditions that are not provided in this Plan
for the exercise of options, and restrictions to the transfer of shares acquired
upon the exercise of options (lock up), and may also reserve to Company
repurchase options and/or preemptive rights in case the same shares are
disposed of by the Beneficiary,
7.5. Beneficiaries shall not be entitled to any right and privilege as
Company shareholder before duly exercising their option, under this Plan and
the relevant Option Agreement, No share will be delivered to the owner as a
result of the exercise of an option unless all legal and regulatory requirements
have been entirely complied with,
7.6. This Plan, the stock option grants provided in this Plan, and the
exercise of options consist in exclusively civil and mercantile negotiation for
profit, and have no remuneration or compensation nature, and do not create
any labor or social security obligation to the Company or Beneficiary,
8.

Events of Withdrawal from Company and Effects Thereof

8.1. In the events of Beneficiary withdrawal by dismissal, whether or not

for cause, resignation or removal from the office, retirement, permanent
disability or death, the rights conferred upon the Beneficiary in accordance
with the Plan may be terminated or amended, observing the provision in item
8.2 below,
8.2.

If, at any time during the term of the Plan, the Beneficiary:

14

(a)

(b)

(c)

leaves Company by Beneficiarys will, quitting employment or

resigning Beneficiarys manager position: (i) there will be
automatically and legally terminated, regardless of prior notice or
notification, and without any right to compensation, (1) any rights that
could not be exercised so far, as well as (2) fifty percent (50%) of the
rights already exercisable, in both cases, in accordance with the
respective Option Agreement, on dismissal date; and (ii) it may be
enforced, within thirty (30) days from the dismissal date, the fifty
percent (50%) balance of the rights already exercisable in accordance
with the respective Option Agreement, on the dismissal date, being
understood that after such term those rights shall be automatically and
legally terminated, regardless of prior notice or notification, and
without any indemnity right;
is removed from Company by Companys will, whether or not for
cause, or removed from office due to violation of duties and
attributions of manager, all rights already exercisable or not
exercisable in accordance with the respective Option Agreement, on
withdrawal date, shall be automatically and legally terminated,
regardless of prior notice or notification, and without right to any
indemnity;
is removed from Company by Companys will, without cause, or is
removed from office without violation of the duties and attributions of
manager: (i) the rights still not exercisable in accordance with the
respective Option Agreement, on the date of withdrawal, shall be
automatically and legally terminated, regardless of prior notice or
indemnity, unless the Board of Directors resolves to advance the
qualification term to such rights in whole or in part, being understood
that if the withdrawal occurs within twelve (12) months after a change
in Companys shareholding control all rights still not exercisable in
accordance with the respective Option Agreement, on the date of
withdrawal, shall have their qualification term advanced; and (ii) the
rights may already be exercised in accordance with the respective
Option Agreement, on the withdrawal date, may be exercised, within
15

(d)

(e)

thirty (30) days counted from withdrawal date, after which such rights
shall be automatically and legally terminated, regardless of prior
notice or notification, and without any indemnity right;
Withdraws Company due to retirement: (i) the rights that may not be
exercisable still in accordance with the respective Option Agreement,
on the withdrawal date, shall be automatically and legally terminated,
regardless of prior notice or notification, and without any indemnity
right, except if the Board of Directors resolves to advance the
qualifying term to such rights, in whole or in part; and (ii) the rights
already exercisable in accordance with the Option Agreement on the
date of the withdrawal shall have their qualifying terms advanced, and
Beneficiary may exercise the respective stock option, provided that
within twelve (12) months counted from retirement date, after which
such rights shall be automatically and legally terminated, regardless
of prior notice or notification, and without any indemnity right;
Withdraws from Company due to death or permanent disability: (i) the
rights that are not exercisable in accordance with the respective Option
Agreement, on withdrawal date, shall be automatically and legally
terminated, regardless of prior notice or notification, unless the Board
of Directors resolves to advance the qualifying term to such rights in
whole or in part; and (ii) the rights already exercisable in accordance
with the respective Option Agreement, on the date of death, may be
exercised by Beneficiarys heirs and legal successors, provided that
they do so within twelve (12) months, counted from the date of death,
and thereafter such rights shall be automatically and legally
terminated, regardless of prior notice or notification, and without any
indemnity right,

8.3. For the purposes of items 8.1 and 8.2 above, the term "with cause"
shall include, in addition to the events provided in labor legislation, a final
and unappealable adverse award against the manager in civil actions filed
with grounds on corporate legislation and criminal actions that prevent
performing the duties of the office,
16

8.4. Notwithstanding the provision in item 8.2, the Board of Directors or

Committee (as applicable) may, at their sole discretion, whenever they deem
the best interests of Company will be better served by such measure, fail to
observe the rules provided in item 8.2, conferring a differentiated treatment
to a certain Beneficiary,
9.

Term of the Plan

9.1. The Plan shall become effective on the date it is approved by

Companys General Meeting and shall remain in force for undetermined
term, and may be terminated at any time by General Meetings decision or
upon Companys dissolution, liquidation, or bankruptcy,
9.2. The rights secured to Beneficiaries under the Option Agreements in
force at certain time, shall be kept if the Plan is terminated, unless as
otherwise provided in this Plan or the Option Agreement,
10.

Dividends and Bonus

10.1. Subject to the specific provisions of this Plan, the shares acquired by
stock options Beneficiaries shall be entitled to dividends, interest on equity,
and other proceeds declared by Company commencing on the date of
subscription or acquisition of the shares issued by Company by virtue of the
option exercise,
11.

General Provisions

11.1. The grant of options pursuant to this Plan shall not prevent (i)
Company from becoming involved in corporate reorganization transactions,
such as transformation, mergers, consolidations, demergers, and grouping of
shares; (ii) the cancellation of Companys securities register; and (iii) the
disposal of assets or equity interest in any subsidiary of the Company,
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11.2. In the events of item 11.1, above, Companys Board of Directors and
the companies involved in such transactions may, at their sole discretion,
determine, without prejudice of other actions they may decided based on
equity: (i) replace the shares subject to the purchase, with actions or units of
membership interest, or other securities in Company; (ii) advance the
eligibility to the right to exercise the stock option, in order to secure the
inclusion of the corresponding shares in the concerned transaction; or (iii)
take other measures intended to secure in whole or in part the position of
Beneficiaries in view of the actual circumstances, The provision in this item
has an optional and discretionary nature, and shall not create any right or
expectation to Beneficiaries under any circumstances,
11.3. If the number, type, and/or class of the existing shares on the date the
Plan is approved are changed as a result of bonus, splitting, or conversions,
Companys Board of Directors or the Committee (as applicable) shall adjust
the corresponding number, type, and/or class of shares under the stock
options in force and the respective strike prices thereof, in order to avoid
distortions in the implementation of the Plan, and also for the purposes of
item 5 of the Plan and within the limits of the Plan,
11.4. No provision of the Plan or option granted in accordance with the Plan
shall entitle any Beneficiary to the right to remain a manager and/or employee
of the Company, nor shall it interfere in any way with Companys right, at
any time and subject to the legal and contractual conditions, to terminate the
employment agreement with the employee and/or discontinue the term of
office of a manager,
11.5. Each Beneficiary shall expressly abide by the terms of the Plan, upon
written statement, without any reservation, pursuant to the terms defined by
the Board of Directors or Committee (as applicable),
11.6. The Board of Directors, on Companys and Company shareholders
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behalf, may revise the conditions of the Plan, provided that the basic
principles thereof are not changed,
11.7. Any substantial legal change with respect to the regulation of
corporations, publicly-held companies, labor legislation and/or the tax effects
of stock option plans, may cause the Plan to be completely revised,
11.8. The options granted under this Plan, as well as the rights and
obligations inherent thereto, are personal and shall not be assigned, and shall
not, under any event, be encumbered, shared, assigned, transferred, or
otherwise disposed of to third parties, other than in the events provided in
this Plan or the Option Agreement,
11.9. This Plan shall not replace, change, or revoke the stock option plans
or programs currently in force,
11.10. Cases not covered herein shall be regulated by the Board of Directors
or Committee (as applicable), consulting, when deemed convenient, the
General Meeting, Any option granted in accordance with the Plan is subject
to all terms and conditions provided hereunder, which terms and conditions
shall prevail if inconsistent with the provisions of any other contract or
document mentioned in this document,
11.11. Venue of any action brought to settle any disputes arising out of this
Plan and/or the Option Agreements shall be exclusively in the central
courthouse of the city of Rio de Janeiro, and the parties expressly waive any
other venue,

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