**Exhibit 2(a)(2)**

 

 

*English version*

 

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**THIS IS AFREE TRANSLATION. ANY QUESTIONS ABOUT THE TEXT MUST BE CLARIFIED BY CONSULTINGTHE ORIGINAL LISTING RULES IN PORTUGUESE.**

 

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**TABLE OF CONTENTS**

 
| **4**  | ** ** | **NOVO  MERCADO LISTING RULES**                                                                |
|--------|------------|------------------------------------------------------------------------------------------------|
| 4      |       | PART I - PURPOSE                                                                          |
| 4      |       | PART II - DEFINITIONS                                                                     |
| 7      |       | PART III -  AUTHORIZATION FOR THE TRADING ON THE NOVO MERCADO                             |
| 9      |       | PART IV - BOARD OF  DIRECTORS                                                             |
| 10     |       | PART V - FISCAL  COUNCIL                                                                  |
| 10     |       | PART VI - ORDINARY AND  EXTRAORDINARY REPORTING REQUIREMENTS                              |
| 13     |       | PART VII - PUBLIC  SHARE OFFERINGS                                                        |
| 15     |       | PART VIII - DISPOSAL  OF C ONTROL                                                         |
| 16     |       | PART IX - TRADING IN  SECURITIES AND DERIVATIVES BY CONTROLLING SHAREHOLDERS              |
| 17     |       | PART X - CANCELLATION  OF REGISTRATION AS A PUBLICLY-HELD COMPANY                         |
| 18     |       | PART XI - DELISTING  FROM THE NOVO MERCADO                                                |
| 19     |       | PART XII - SANCTIONS                                                                      |
| 21     |       | PART XIII -  ARBITRATION                                                                  |
| 21     |       | PART XIV -  MISCELLANEOUS                                                                 |
| 22     |       | PART XV - FINAL  PROVISIONS                                                               |
|   |       |                                                                                           |
| **23** | ** ** | **LIST OF  EXHIBITS TO THE NOVO MERCADO LISTING RULES**                                        |
| 24     |       | EXHIBIT A —  FORM ANNUAL CORPORATE CALENDAR                                          |
| 27     |       | EXHIBIT B —  FORM STATEMENT OF CONSENT FROM SENIOR MANAGERS                          |
| 29     |       | EXHIBIT C —  FORM STATEMENT OF CONSENT FROM CONTROLLING SHAREHOLDER                  |
| 31     |       | EXHIBIT D —  FORM STATEMENT OF CONSENT FROM FISCAL COUNCIL MEMBERS                   |
| 32     |       | EXHIBIT E —  FORM APPLICATION FOR NOVO MERCADO LISTING                               |
| 33     |       | EXHIBIT F —  FORM STATEMENT SIGNED BY THE COMPANY’S INVESTOR RELATIONS DIRECTOR |

 

*Updated in this site in March/2008.*

 

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**NOVOMERCADO LISTING RULES**

 

**PART I**

**PURPOSE**

 

1.1     These Rules apply to publicly-heldcompanies for the trading of their securities on a listing segment of the SãoPaulo Stock Exchange — BVSP (BOVESPA) named Novo Mercado. These Rules establishdifferentiated listing requirements to be followed by these Companies, theirSenior Managers and Controlling Shareholder.

 

**PART II**

**DEFINITIONS**

 

2.1     Defined Terms. In these Rules theterms below, in the singular or plural, mean:

 

*“Annual Corporate Calendar”*a list of events the Companymust disclose each year. It must contain at least the acts and events listed inExhibit A to these Listing Rules.

 

*“Arbitration Clause”*the clause that requires theCompany, its Shareholders, Senior Managers, Fiscal Council members and BOVESPAto submit all disputes between them to arbitration. This applies especially todisputes that relate to the enforcement, validity, efficacy, violation andrelated effects of: (a) the provisions in the Corporation Law and theCompany’s Bylaws, (b) the rules issued by the National MonetaryCouncil, the Central Bank of Brazil and the Securities and Exchange Commissionof Brazil, (c) all other rules governing capital markets in general,and (d) the directives in these Listing Rules, Arbitration Rules andthe Novo Mercado Agreement.

 

*“Arbitration Rules”*the Market Arbitration PanelRules (as amended) that establish the arbitration procedures for alldisputes defined by the Arbitration Clause included in the Company’s Bylaws andStatement of Consent.

 

*“Associated Companies”*the companies in which oneof them holds at least 10% of another’s capital stock without controlling it,even if the former, directly or indirectly, holds 10% of the voting capitalwithout controlling the latter.

 

*“Buyer”*the one to whom the SellingControlling Shareholder transfers Control of the Company through a Disposal ofthe Company’s Control.

 

*“Closed Hearing”*the consultation procedurecarried out before any material amendment to these Listing Rules. The purposeof the Closed Hearing is to (i) hear suggestions about the amendmentsproposed by BOVESPA from the Companies, their Senior Managers and ControllingShareholder that have adhered to these Listing Rules, and (ii) decide onthe amendments.

 

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*“Company”*a publicly-held companyauthorized to have its securities traded on the Novo Mercado.

 

*“Control”*the actual and effectivepower to direct the Company’s activities and to establish the guidelines forthe operation of its management bodies, directly or indirectly, in fact or inlaw. Presumption of control will exist where one or more persons are undercommon control or bound by a shareholders’ agreement (“controlling group”) thatholds enough shares to ensure an absolute majority of votes accorded to theshareholders present at the Company’s previous 3 (three) general meetings, evenif they do not hold the number of shares that actually provide them with anabsolute majority of the voting stock.

 

*“Controlled Company”*a company in which theCompany holds Control.

 

*“Controlling Company”*the company that exertsControl over the Company.

 

*“Controlling Shareholder”*the shareholder or group ofshareholders under common control or bound by a shareholders’ agreement thatexerts Control over the Company.

 

*“Controlling Shares”*the block of shares thatdirectly or indirectly provides its holder(s) with individual or combinedpowers to exert Control over the Company.

 

*“Corporation Law”*Law No. 6,404 of December 15,1976, as amended.

 

*“CVM”*the Securities and Exchange Commission ofBrazil (Comissão de Valores Mobiliários).

 

*“Derivatives”*bonds and securities tradedon futures markets or other instruments for which securities issued by theCompany serve as underlying or referenced assets.

 

*“Diffuse Control”*the Control exerted by ashareholder who holds less than 50% of capital stock, as well as a group ofshareholders that holds more than 50%, provided none of them individually holdsmore than 50% and as long as they do not participate in a voting agreement andare not under common control and do not act in a way that represents a commoninterest.

 

*“Disposal of Company’s Control”*the transfer ofthe Controlling Shares to a third party for consideration.

 

*“Economic Value”*the value of the Company andits shares as determined by a specialized company and based on reputablemethodology or on any other CVM criteria.

 

*“Free Float”*all shares issued by theCompany, except for those held by: the Controlling Shareholder, people entailedto him/her/it, the Company’s Senior Managers, the Company’s treasury and exceptfor the special class of shares intended to ensure differentiated policy-makingrights, which are held by the privatizing entity on a non-transferable andexclusive basis (golden shares).

 

*“IFRS (International Financial Reporting Standards)”*theinternational accounting standards issued by the International AccountingStandards Board .

 

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*“Independent Member”*a member of the Board ofDirectors who: (i) has no ties to the Company except for owning an equityshare of its capital stock; (ii) is not a Controlling Shareholder, theControlling Shareholder’s spouse or a relative to the second degree, is not orhas not been linked in the last 3 (three) years to a company or entity withties to the Controlling Shareholder (this restriction does not apply to peoplelinked to governmental institutions of education and research); (iii) hasnot been a Senior Manager of the Company or employed by or worked for theCompany, the Controlling Shareholder or any other company controlled by theCompany; (iv) is not a direct or indirect supplier or purchaser of theCompany’s services or products or both, to a degree that results in loss ofindependency; (v) is not an employee or manager of a company or entitythat supplies services or products or both to, or buys these from, the Company;(vi) is not a spouse or a relative to the second degree of any SeniorManager of the Company; (vii) does not receive any compensation from theCompany except for that related to its activities as member of the Board ofDirectors (this restriction does not apply to cash from equity interests in thecapital stock).

 

*“Listing Rules”*these Novo Mercado ListingRules.

 

*“Minimum Free Float”*the minimum percentage ofFree Float required for the Company to join the Novo Mercado. The Company mustmaintain a Minimum Free Float of at least 25% of the Company’s total capitalstock while the securities are listed for trading on the Novo Mercado.

 

*“Novo Mercado Agreement”*the agreement between: (i) BOVESPA,and (ii) the Company, the Senior Managers and the Controlling Shareholder.This agreement governs the obligations that apply to the Company’s listing onthe Novo Mercado.

 

*“Novo Mercado”*BOVESPA listing segmentgoverned by these Rules.

 

*“Founders Shares”*the non-par negotiableinstruments that are not included in the capital stock, as defined in article46 of Corporation Law.

 

*“Selling Controlling Shareholder”*the ControllingShareholder that disposes of its controlling interest in the Company.

 

*“Senior Manager”*when used in the singular,the executive officer and Board of Directors member of the Companyindividually, and when in the plural, the executive officers and Board ofDirectors members as a whole.

 

*“Statement of Consent from Controlling Shareholders”*the instrumentby which the new Controlling Shareholders, or the shareholder(s) joiningthe Company’s controlling group, accept personal liability for complying withthe Novo Mercado Agreement, these Listing Rules, the Arbitration Clause and theArbitration Rules, using the model at Exhibit C.

 

*“Statement of Consent from Fiscal Council Members”*the instrumentwhich the members of the Company’s Fiscal Council (when instated), acceptpersonal liability for complying with the Arbitration Rules. This Statement(using the model at Exhibit D) is also valid as an Arbitration Clause.

 

*“Statement of Consent from Senior Managers”*the instrumentby which the new Senior Managers

 

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of the Company personallyaccept liability for complying with the Novo Mercado Agreement, these Listing Rules andthe Arbitration Rules. This Statement (using the model at Exhibit B) isalso valid as an Arbitration Clause.

 

*“US GAAP”*the Generally Accepted AccountingPrinciples adopted in the United States of America.

 

**PART III**

**AUTHORIZATIONFOR THE TRADING ON THE NOVO MERCADO**

 

3.1           Authorization for the Trading on the Novo Mercado.The BOVESPA Chief Executive Officer may authorize a Company for the trading ofits securities on the Novo Mercado if it complies at least with theserequirements:

 

(i)                     It has obtained andmaintained up-to-date the Company’s CVM registration for the trading of itscommon shares on stock exchanges;

 

(ii)                  Its registration for thetrading of its securities at BOVESPA has been applied for;

 

(iii)               It has signed the NovoMercado Agreement;

 

(iv)              Its Bylaws have been amendedto insert the Novo Mercado’s required clauses — especially the ArbitrationClause;

 

(v)                 It maintains the MinimumFree Float, considering items 7.3 and 8.5;

 

(vi)              Its capital stock isrepresented only by common shares, except in cases of privatization, if dealingwith a special class of share which purpose is to ensure differentiated,non-transferable policy-making rights that the privatizing entity holdsexclusively (golden share). These rights are subject to BOVESPA prior review;

 

(vii)           It has no Founders Shares,and

 

(viii)        It has complied with thelegal and regulatory provisions that apply to the Novo Mercado.

 

3.1.1        After a formal and substantiated request from the Company,BOVESPA Chief Executive Officer may grant an extension of time to comply withthe Minimum Free Float requirements. This power also applies in relation to the deadlines in items 3.1 (v),7.3, and 8.5, and in other extraordinary circumstances.

 

3.1.2        Any exceptional treatment given based on the above rule willbe disclosed on the BOVESPA web site.

 

3.2           Listing Application. A Company’s application forauthorization for the trading of its securities on

 

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the Novo Mercado mustinclude these supporting documents:

 

(i)                     Application form (Exhibit E)signed by the Investor Relations Officer;

 

(ii)                  Statement (Exhibit F)signed by the Investor Relations Officer;

 

(iii)               Copy of the documentationsubmitted to the CVM to obtain registration for the trading of its securitieson the stock exchange or, in the case of publicly-held companies, to updatethis registration to the latest financial year;

 

(iv)              Copy of the quarterlyfinancial statements (ITR) for the current financial year, if the periods fordelivery have already elapsed;

 

(v)                 Copy of the updated Bylawsamended to reflect the clauses required by BOVESPA;

 

(vi)              Copy of the minutes of thegeneral meetings and Board of Directors meetings held in the 12 (twelve) monthsbefore the application for registration is submitted;

 

(vii)           Copy of the financialstatements for the last 3 (three) financial years, if appropriate;

 

(viii)        Copy of the documentationsubmitted to CVM for registration of the distribution of securities by publicshare offering, if appropriate, and

 

(ix)                Model of the multiple sharecertificates, or identification of the issuing agent (for multiple sharecertificates) or the depositary financial institution (for book entry shares).

 

3.2.1        BOVESPA may request additional clarification or informationfrom the Novo Mercado applicant. The applicant must provide that additionalclarification or information within 30 (thirty) days from receiving therequest. Failure to do so may result in the application being refused. If thelisting application is refused, BOVESPA must return all supporting documents tothe applicant.

 

3.2.2        The authorization granted to a Company to list its securitieson the Novo Mercado is not an opinion on that Company’s standing. The Company’sSenior Managers are liable and accountable for the truth of the informationgiven to BOVESPA and the authenticity of the supporting documents.

 

3.2.3        The Company’s authorization for the trading of its securitieson the Novo Mercado is valid indefinitely.

 

3.3           Entry into the Novo Mercado by Public Offering. ACompany that enters the Novo Mercado by public offering must comply with theprovisions of Part VII of these Rules.

 

3.4           Lock-up Period. For 6 (six) months after theCompany’s first public share offering after signing the Novo Mercado Agreement,the Controlling Shareholder and the Senior Managers must not sell or offer tosell any of the Company’s shares and Derivatives held by them immediately afterthat public offering. After these initial 6 (six) months, the ControllingShareholder and the Senior Managers must not, for a further 6 (six) months,sell or offer to sell more than 40% of the Company’s shares and Derivativesheld

 

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by them immediately afterthat public offering.

 

3.4.1        The prohibition in item 3.4does not apply:

 

(i)                     To the entry into the NovoMercado of a Company that: (i) is already listed on BOVESPA, or (ii) islisted in an organized over-the-counter market managed by BOVESPA and hasalready made an initial public offering;

 

(ii)                  To the lending of shares tobring forward the share trading at BOVESPA, subject to BOVESPA’s approval, and

 

(iii)               An assignment or loan ofshares connected to the activities of a market maker registered with theBOVESPA, limited to no more than 15% of the locked-up shares will be available.

 

**PART IV**

**BOARDOF DIRECTORS**

 

4.1           Authority. The Company’s Board of Directors willhave the powers described in the corporate law. It will also have the dutiesdescribed in the Company’s Bylaws.

 

4.2           Duties and Responsibilities. The members of theBoard of Directors will have the responsibilities described in the corporatelaw and in these Listing Rules.

 

4.3           Composition. The Board of Directors will becomposed of at least 5 (five) members elected at a general meeting. Of these,at least 20% must be Independent Members.

 

4.3.1        If this percentage results in a fraction, the number will berounded to the nearest whole number, with the fraction of 0.5 being rounded up.

 

4.3.2        Members elected as described in paragraphs 4 and 5 of Article 141or Article 239 of Law No. 6.404/76 will be considered independent.

 

4.3.3        Independent Members will be expressly identified in theminutes of the general meeting at which they are elected.

 

4.4           Term of Office. The Board of Directors members willserve a unified term of 2 (two) years at the most, with reelection allowed.

 

4.4.1        Exceptionally and for transition purposes only, if theCompany’s Control is converting to Diffuse Control, the members of the firstBoard of Directors may be elected for a unified term of office of 3 (three)years.

 

4.5           Statement of Consent from Senior Managers. TheCompany must require all the Board of Directors and Executive Office newmembers to sign the Statement of Consent from Senior Managers

 

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contained in Exhibit B.Joining the Board of Directors and Executive Office is conditioned on signingthe Statement of Consent. A signed copy must be sent promptly to BOVESPA.

 

**PART V**

**FISCALCOUNCIL**

 

5.1           Authority. The Company’s Fiscal Council will havethe powers described in the corporate law. It will also have the dutiesdescribed in the Company’s Bylaws.

 

5.2           Duties and Responsibilities. The Fiscal Councilmembers will have the responsibilities described in the corporate law and inthese Listing Rules. In the latter case, the sole duties and responsibilitiesconcern compliance with the Arbitration Rules.

 

5.3           Statement of Consent from Fiscal Council Members.The Company must require all members elected to the Fiscal Council to sign theStatement of Consent contained in Exhibit D. Joining the Fiscal Council isconditioned on signing the Statement of Consent. A signed copy must be sent promptlyto BOVESPA.

 

**PART VI**

**ORDINARYAND EXTRAORDINARY REPORTING REQUIREMENTS**

 

6.1           Cash Flow Statement. The Company’s financialstatements and consolidated accounts to be prepared at the end of every quarter(except the fourth quarter) and at the end of the financial year must include aCash Flow Statement. The Cash Flow Statement must reflect at least the changesin cash and cash equivalents, with the balances broken down into operational,financial and investment activities.

 

6.1.1        The Company must begin submitting the Cash Flow Statementdescribed in item 6.1 no later than 6 (six) months after it is listed on theNovo Mercado.

 

6.1.2        In the Standard Financial Statements (DemonstraçõesFinanceiras Padronizadas - DFP), the Company must:

 

(i)                  Include the Cash Flow Statement described initem 6.1 in the explanatory notes; and

 

(ii)               State, in the Management Report, theexistence of and the binding to the Arbitration Clause.

 

6.2           Financial Statements Prepared in Accordance withInternational Standards. After the end of every financial year, the Companymust, in addition to that which is provided for in applicable laws:

 

(i)                  Prepare financial statements or consolidatedaccounts in accordance with the IFRS or US GAAP, denominated in Brazilian realsor US dollars, the full contents of which must be released in English. Thesemust be accompanied by a management report, explanatory

 

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notes (including net income and the shareholders’ equity at the end ofthe financial year in accordance with Brazilian accounting standards and theproposal for the allocation of results) and the independent auditors’ report;or

 

(ii)               Disclose in English the full contents of thefinancial statements, management report and notes prepared in accordance withBrazilian corporate law, together with an additional note reconciling year-endresults and the shareholders’ equity under Brazilian accounting standards andthe IFRS or the US GAAP (as the case may be), highlighting the majordifferences between the accounting principles used, together with theindependent auditors’ report.

 

6.2.1        The requirements described in item 6.2 must begin no laterthan the disclosure of financial statements for the second financial year afterthe Company is listed on the Novo Mercado.

 

6.2.2        The financial statements referred in item 6.2 must bedisclosed within 4 (four) months after the end of the financial year.

 

6.2.3        The Independent Auditors hired by the Company must beregistered with CVM and must also have proven experience with reviewingfinancial statements prepared under the IFRS or US GAAP, as the case may be.The Company will be liable for compliance with this requirement.

 

6.3           Quarterly Statements in English or Prepared underInternational Standards. The Company must either provide the full contentsof the Quarterly Financial Statements (Informações Trimestrais - ITR)translated into English or present the Financial Statements or ConsolidatedAccounts prepared in accordance with the IFRS or the US GAAP, as provided forin item 6.2.

 

6.3.1        Submission of the Quarterly Financial Statements dealt within item 6.3 must begin after disclosure of the first Financial Statementprepared under the criteria described in item 6.2 above.

 

6.3.2        The Quarterly Financial Statements described in item 6.3 mustbe presented no later than 15 (fifteen) days after the deadline prescribed bylaw for disclosure of the Quarterly Financial Statements - ITR.

 

6.3.3        The Financial Statements described in item 6.3 must beaccompanied by an opinion or special review report prepared by IndependentAuditors.

 

6.4           Additional Requirements for Quarterly FinancialStatements - ITR. In addition to the information legally required to beincluded in Quarterly Financial Statements, the Company must:

 

(i)             Present a Consolidated Balance Sheet, a ConsolidatedIncome Statement, and Consolidated Performance Report when it is required tosubmit consolidated accounts at year-end;

(ii)          Disclose any direct or indirect ownership interestexceeding 5% of the Company’s capital stock, to the level of individualshareholders;

(iii)       Report, on a consolidated basis, the quantity andcharacteristics of the Company’s securities directly or indirectly held by theControlling Shareholder, the Senior Managers and the Fiscal Council members;

(iv)      Report the evolution of the volume of securitiesheld by the people referred to in item 6.4 (iii)

 

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over the preceding 12 (twelve) months;

(v)         Include the Cash Flow Statement described in item6.1 in explanatory notes;

(vi)      State the Free Float volume and respectivepercentage in relation to the total capital stock; and

(vii)   State the existence of and the binding to theArbitration Clause.

 

6.4.1        The information described in items 6.4 (ii), (iii), (iv), (vi) and(vii) must be included under “Other Pieces of Relevant Information”(“Outras Informações que a Cia. Entenda Relevantes”).

 

6.4.2        Disclosure of the information provided for in item 6.4 (i) mustbegin no later than 6 (six) months after the Company is listed on the NovoMercado.

 

6.4.3        Quarterly Financial Statements must always be accompanied bya Special Review Report issued by an Independent Auditor who is registered withthe CVM. It must be prepared in accordance with CVM rules.

 

6.5           Additional Requirements for the Annual InformationStatements (Informações Anuais - IAN). The information described in items6.4 (iii), (iv) and (vii) must also be included in the Company’sAnnual Information Statements, under “Other Pieces of Information ConsideredImportant” (“Outras Informações Consideradas Importantes para o MelhorEntendimento da Cia.”).

 

6.6           Public Meeting with Analysts. At least once a year,the Company and the Senior Managers must hold a public meeting with analystsand other interested parties to disclose information about the Company’seconomic and financial condition, plans and outlook.

 

6.7           Annual Corporate Calendar. The Company and theSenior Managers must send to BOVESPA and disclose, by the end of January eachyear, an Annual Corporate Calendar that shows the schedule of corporate eventsand contains at least the information listed in Exhibit A. Any changes inscheduled events must be sent to BOVESPA and promptly disseminated to thepublic.

 

6.7.1        If a company is listed on the Novo Mercado after the periodstated in item 6.7, the Company must provide BOVESPA with and disclose itsAnnual Corporate Calendar by the day before the first day of trading.

 

6.8           Related Party Contracts. The Company must sendBOVESPA and disclose information about any contracts entered into between theCompany and its Controlled Companies and Associated Companies, Senior Managersand Controlling Shareholder; between the Company and the Controlled Companiesand Associated Companies of its Senior Managers and Controlling Shareholder;and between the Company and any other companies that form a group with thosementioned above in fact or in law, whenever one single contract or a series ofrelated contracts, whether or not for the same purpose, are worth R$200,000.00or more within any one-year period, or equal to 1% or more of the shareholders’equity, whichever is greater.

 

6.8.1        The information provided and disclosed under item 6.8 muststate the purpose of the contract, its effective term and value, its rescissionor termination conditions, and any influence the contract may have on theCompany’s management and business.

 

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6.9         BOVESPA may, when justified,establish different methods and deadlines for disclosure of the informationdescribed in Part VI.

 

6.9.1      Any exceptional treatment allowed underthis rule will be disclosed on BOVESPA’s web site.

 

**PART VII**

**PUBLICSHARE OFFERINGS**

 

7.1         Shareholding Dispersion in PublicOfferings. In all public share offerings, the Company will make its besteffort to achieve widely dispersed share ownership. It will use specialprocedures to achieve this, as described in its prospectus. These can include:

 

(i)                       Ensuring access to allinterested investors; or

 

(ii)                    Allocating at least 10% ofthe offering to individuals or non-institutional investors.

 

7.2         Prospectus. The prospectus forthe Company’s public offering must comply with the minimum requirements listedbelow, in addition to other requirements described in law and in the rules ofself-regulating entities:

 

(i)                     The prospectus must be sentto BOVESPA and disclosed;

 

(ii)                  It must be written clearly,avoiding legal or technical terms and cross-references to other documents andrules;

 

(iii)               It must include an index andsummary describing its contents, for easier consultation;

 

(iv)              It must present the updatedinformation that was provided to CVM: (a) to obtain registration as apublicly-held company authorized for trading its securities on stock exchanges;and (b) to make a public offering;

 

(v)                 The telephone number ande-mail address for contacting the Investor Relations Officer must be stated;

 

(vi)              An economic and financialfeasibility study must be provided when CVM rules require one, and theformat of the study must comply with CVM rules;

 

(vii)           The risk factors must bedescribed. Risk factors include all facts related to the Company and itsbusiness that might affect an investor’s decision to buy the Company’ssecurities. Risk factors include, among other things: (a) the Company nothaving a track record; (b) financial difficulties the Company faces; and (c) risksinherent in the Company’s current or future activities;

 

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(viii)        An overview of the Company’sactivities must be given. This overview must include: (a) a description ofthe Company’s business, production processes and markets, as well as those ofits subsidiaries; (b) macroeconomic factors that might affect theCompany’s business; (c) a list of products and services the Company offersand their respective share in total revenue; (d) a description of theproducts and services under development; (e) relationships with suppliers andcustomers; (f) reliance on domestic and foreign markets; (g) effectsof government action on its business, together with the existence of anyspecific regulations governing its activities; (h) information abouttrademarks, patents, and licenses; (i) relevant contracts, and thepotential effects of future renegotiation of these contracts on the Company’sbusiness; (j) number of employees and human resources policy; and (k) majorcompetitors in the Company’s market;

 

(ix)                It must have a managementreport analyzing and discussing the Company’s financial statements. This reportmust explain: (a) the reasons for any changes in the income statementaccounts over the last 3 (three) or more years; (b) the effect ofinflation; and (c) the Company’s ability to meet its financialcommitments;

 

(x)                   All types of securitiesissued by the Company must be described with a clear statement of theirunderlying rights and other features (e.g. type, yield and trading place),together with any history of prices for these securities;

 

(xi)                Court, arbitration andadministrative cases in which the Company is involved must be described,including the amounts involved, chances of success, and whether a provision hasbeen made;

 

(xii)             The prospectus must declareall transactions entered into between the Company and its Controlled andAssociated Companies, Senior Managers, and Controlling Shareholder; between theCompany and companies controlled by or associated with the Senior Managers andControlling Shareholder; and between the Company and other companies that forma group with any of the people mentioned above, either in fact or in law;

 

(xiii)          It must describe all eventsor transactions that will take place during the public offering period thatmight affect the price of the securities;

 

(xiv)         It must describe thequalifications and experience of the Senior Managers and Fiscal Councilmembers, as well as the Company’s compensation and benefit policies;

 

(xv)            It must disclose any director indirect ownership interest exceeding 5% of the Company’s capital stock, upto the level of individual shareholders; and

 

(xvi)         It must state the existenceof and the binding to the Arbitration Clause.

 

7.2.1                   BOVESPA may require theCompany to provide other documents related to public offerings.

 

7.2.2      Whenever CVM has waived therequirement of a prospectus for the Company, the documents forwarded to CVM inrelation to the public offering must also be delivered to BOVESPA.

 

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7.2.3      Likewise, the Company must provide BOVESPAthe same public offering registration documents it provides to CVM on the sameday. There is an exception to this rule if the Company has requestedconfidential treatment from CVM.

 

7.3         Maintenance of the Minimum FreeFloat after Capital Increase. If any capital increase is not fullysubscribed for by those who hold a preemptive right or if not enough people areinterested in the public offering and the Controlling Shareholder subscribesfor all or part of the capital increase, the latter must take the stepsnecessary to restore the Minimum Free Float within 6 (six) months after thesubscription is ratified, when applicable.

 

**PART VIII**

**DISPOSALOF CONTROL**

 

8.1         Disposal of the Company’s Control.The Disposal of the Company’s Control, whether it is done in a singletransaction or in a series of transactions, must be done on the condition thatthe buyer undertakes to make a public tender offer to acquire all shares heldby the other shareholders in the Company. This public tender offer must complywith the law and with these Listing Rules and the other shareholders mustbe given the same treatment as the Selling Controlling Shareholder.

 

8.1.1      For the purposes of the public tenderoffer described in item 8.1, the Selling Controlling Shareholder and the Buyermust promptly inform BOVESPA in writing of the price and other terms of theagreement for Disposal of Company’s Control.

 

8.1.2      The public tender offerdescribed in item 8.1 must also be made:

 

(i)                Whenever there is anassignment, for consideration, of subscription rights for shares and othersecurities, or of rights related to securities convertible into shares, thatresults in Disposal of Company’s Control; or

 

(ii)             Whenever there is disposalof a controlling interest in a company that holds the Company’s Control. Inthis case, the Selling Controlling Shareholder must inform BOVESPA of the valuegiven to the Company in the transaction and provide documents that support thevaluation.

 

8.2         Acquisition of Control throughSuccessive Transactions. Anyone who already owns the Company’s shares andacquires the Company’s Control through a private share purchase agreement withthe Controlling Shareholder, regardless of the number of shares involved, must:

 

(i)                Make a public tender offeras described in section 8.1 above; and

 

(ii)             Compensate the shareholdersfrom whom it bought shares on stock exchange in the 6 (six) months before thedate of Disposal of Control, paying them the difference between the price paidto the Selling Controlling Shareholder and the price paid to them, adjustedaccording to an appropriated index.

 

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8.3         Statement of Consent fromControlling Shareholders. The Selling Controlling Shareholder cannottransfer title to his shares until the Buyer signs a Statement of Consent fromControlling Shareholders. Likewise, the Company will not register any transferof shares to the Buyer or to whoever holds its Control, until the latter signsthe Statement of Consent from Controlling Shareholders, which must be promptlyforwarded to BOVESPA.

 

8.3.1      The Company must not file anyshareholders’ agreements that provide for the exercise of Control until theparties to the agreement have signed a Statement of Consent from ControllingShareholders, which must be promptly forwarded to BOVESPA.

 

8.4         Disputes Regarding the Disposal ofCompany’s Control. Arbitration under the Arbitration Rules of theMarket Arbitration Panel must be used to resolve any disputes, especially aboutthe existence, validity, enforcement, efficacy, violation and related effects,of: (i) Disposal of Company’s Control; or (ii) the compulsoryissuance of a public tender offer or its conditions.

 

8.5         Minimum Free Float after Disposal ofControl. Upon Disposal of the Company’s Control, the Buyer - to the extentapplicable - must take the steps necessary to restore the Minimum Free Floatwithin 6 (six) months after acquiring Control.

 

8.6         Supplementary Rules. BOVESPA mayissue supplementary rules to govern the issuance of public tender offers.

 

**PART IX**

**TRADINGIN SECURITIES AND DERIVATIVES BY CONTROLLING SHAREHOLDERS**

 

9.1         Reporting Requirements. TheControlling Shareholder must report the volume and characteristics of theCompany’s securities that it holds directly or indirectly to BOVESPA, includingDerivatives. It must give this notice promptly after acquiring Control.

 

9.1.1      Any trades in securities and Derivativesdescribed in this section must be reported in detail to BOVESPA, includingprice, within 10 (ten) days after the end of the month in which these tradesoccurred.

 

9.1.2      The requirement dealt with in this sectionincludes securities and the respective Derivatives held directly or indirectlyby the spouse, domestic partner, and dependents stated on the annual income taxreturns of the Controlling Shareholder.

 

9.2         Disclosure by BOVESPA. BOVESPAwill widely disclose the information provided by the Controlling Shareholder,in accordance with the provisions of this Part, on a consolidated basis.

 

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**PART X**

**CANCELLATIONOF REGISTRATION AS A PUBLICLY-HELD COMPANY**

 

10.1       Appraisal Report. Cancelingregistration as a publicly-held Company requires the preparation of a report onthe Economic Value of the Company’s shares. This valuation report must beprepared by a specialized institute or company with proven experience and thatis independent of the Company’s decision-making powers, its Managers and theControlling Shareholder. The report must also meet the requirements of article8 paragraph 1 of the Corporation Law and include the liability set out inparagraph 6 of the same article.

 

10.1.1    The general meeting of shareholders hasexclusive responsibility for choosing the specialized institute or company thatwill determine the Company’s Economic Value. The general meeting of shareholders will choose from among 3 (three)nominees submitted by the Board of Directors. The resolution must be passed bya majority of the votes of shareholders representing Free Float who are presentat the general meeting, not counting blank votes. If the general meeting ofshareholders is instated on the first call, it must have a quorum ofshareholders representing at least 20% of the total Free Float. If the meetingis instated on the second call, it can have any number of shareholdersrepresenting Free Float.

 

10.1.2             The party making the offermust pay all the costs of preparing the valuation report.

 

10.2       Public Tender Offer. The minimumoffer price in the public tender offer to be made by the Controlling Shareholderor the Company to cancel the Company’s registration as a publicly-held companycannot be less than the Economic Value determined in the appraisal reportmentioned in item 10.1.

 

10.3       Offer Price. When the decision tocancel the Company’s registration as a publicly-held company is disclosed tothe market, the party making the offer must disclose the maximum value pershare that will be tendered in the public offer.

 

10.3.1    The public tender offer is conditional onthe value stated in the appraisal report not being greater than that offered bythe offering party, as provided for in item 10.3.

 

10.3.2    If the Economic Value of the shares ishigher than the amount tendered by the offering party, the resolution to cancelthe Company’ registration as a publicly-held company will be revoked unless theoffering party expressly agrees to tender a public offer at the Economic Value.The offering party must disclose its decision to the market.

 

10.4       Procedures. Cancellation of theCompany’s registration as a publicly-held company must follow the proceduresand meet all further requirements in the applicable laws and regulations,especially relevant CVM rules and the provisions of these Listing Rules.

 

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**PART XI**

**DELISTINGFROM THE NOVO MERCADO**

 

11.1    Delisting. A Company may delist fromthe Novo Mercado at any time, as long as the delisting (i) has beenapproved at a general meeting of shareholders; and (ii) has been reportedin writing to BOVESPA at least 30 (thirty) days in advance.

 

11.1.1      Delisting from the Novo Mercado does notmean that the Company will lose its status as a publicly-held company listed onBOVESPA.

 

11.2    Public Tender Offer by the ControllingShareholder. Whenever the Company’s delisting from the Novo Mercado isbecause of registration of its securities for trades outside the Novo Mercado,the Controlling Shareholder must make a public tender offer to acquire theother shareholders’ shares. The Controlling Shareholder must pay at least theEconomic Value determined under Part X above and applicable rules andregulations. The information about the public tender offer must be reported toBOVESPA and disclosed to the market immediately after the general meeting atwhich the delisting is approved.

 

11.3    Cancellation of Registration as aPublicly-Held Company. Whenever the Company’s delisting from the NovoMercado is due to cancellation of registration as a publicly-held company (i) allthe steps required by law must be followed and the public tender offer must bemade for at least the Economic Value of the shares, determined as described in Part X;and (ii) a general meeting, as described in item 11.1 (i), is notrequired.

 

11.4    Corporate Reorganization. Whenever theCompany’s delisting from the Novo Mercado is because of a corporatereorganization whereby the resulting company does not qualify for trading itssecurities on the Novo Mercado, the Controlling Shareholder must make a publictender offer for acquisition of the shares held by the other shareholders. Thispublic tender offer must be for at least at the Economic Value of the shares,determined as described in Part X, and the applicable rules andregulations. The information about the public tender offer must be reported toBOVESPA and disclosed to the market immediately after the general meeting inwhich the reorganization is approved.

 

11.5    Surviving Requirements. A Company’sdelisting from the Novo Mercado does not release the Company, its SeniorManagers, and the Controlling Shareholder from compliance with the requirementsthat result from the Novo Mercado Agreement, the Arbitration Clause, theArbitration Rules and these Listing Rules, whenever the requirements arisefrom events that took place before the delisting.

 

11.6    Disposal of Company’s Control afterDelisting. The Disposal of Company’s Control within 12 (twelve) monthsafter the Company’s delisting from the Novo Mercado will require the SellingControlling Shareholder and the Buyer, jointly and severally, to make a publictender offer to acquire the shares of the other shareholders at the price andon the conditions given to the Selling Controlling Shareholder for sale of itsown shares, adjusted according to an appropriated index. The same rules asapply to Disposal of Control under Part VIII must be followed.

 

11.6.1      If the price the Selling ControllingShareholder receives when it sells its own shares is higher

 

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than the amount stated inthe public tender offer due to delisting from Novo Mercado, the SellingControlling Shareholder and the Buyer will be jointly and severally liable forpaying the difference to those who accepted the public tender offer, on thesame conditions as those mentioned in item 11.6.

 

11.6.2      The Company and the ControllingShareholder must note in the Company’s Share Register, for the shares theControlling Shareholder owns, the Buyer’s commitment to offer the othershareholders the same price and payment terms as offered to the SellingControlling Shareholder, in accordance with items 11.6 and 11.6.1.

 

11.7    No Return. After delisting from theNovo Mercado, the Company’s securities cannot be traded on the Novo Mercado forat least 2 (two) years after the delisting is formalized. There is an exceptionto this rule if the Company’s shareholding control is disposed of afterthe delisting.

 

11.8    Supplementary Rules. If the Company’scontrol is classified as Diffuse Control, BOVESPA may issue supplementary rules togovern public tender offers for shares described in this Part.

 

**PART XII**

**SANCTIONS**

 

12.1    Notice of Default. To enforcecompliance with Novo Mercado Listing Rules, BOVESPA will send written notice tothe Company, the Senior Managers and the Controlling Shareholder, as the casemay be, whenever they are in breach of any obligations deriving from theseListing Rules. The notice must set a period for curing the default, whenappropriate.

 

12.1.1      The Company, the Senior Managers or theControlling Shareholder, as the case may be, will be subject to the finesprovided for in regulations, as well as to the sanctions described in items12.4 and 12.5. They will also be subject to any other penalties provided for inlaws and to reparation for losses and damage, including ceasing profits.

 

12.2    Fines. When fines are imposed, thesefactors will be taken into consideration: (i) compliance with obligations;(ii) the nature and seriousness of the breach; (iii) harm to themarket and its participants; (iv) advantages the offender gained; and (v) pastbreaches of other rules and repetition of the same offense.

 

12.3    Payment and Allocation of Fines. Theoffender will receive a discount of 50% (fifty percent) in the total amount ofthe fine if paid within 10 (ten) days.

 

12.3.1      Fines not paid when due accrue interest at12% a year and are indexed to the General Market Price Index (IGP-M), which iscalculated by the Getúlio Vargas Foundation, or an index that replaces it if itis discontinued. Indexing will be applied annually, or more often if allowed bylaw.

 

12.3.2      Proceeds from these fines will be revertedto BOVESPA. This money will be used to maintain the Market Arbitration Panel,in charge of resolution of disputes under the Arbitration Rules.

 

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12.4    Non-Cash Sanctions. If a breach isnot cured by the deadline in the default notice mentioned in item 12.1, BOVESPAmay order:

 

(i)    The prices forthe Company’s securities to be disclosed separately, setting a new deadline toremedy of the default, upon notice to the Company; or

 

(ii)   Trades in theCompany’s securities to be suspended on the Novo Mercado, setting a newdeadline to remedy the default, upon notice to the Company.

 

The seriousness of theoffense and the ensuing damages to the market and its participants will betaken into account in imposing these penalties. The fines described above mayalso be imposed.

 

12.4.1      If the sanction in item 12.4 (i) isimposed and the Company does not meet the new deadline for curing its breach,BOVESPA can order that trades in the Company’s securities be suspended on theNovo Mercado.

 

12.4.2      The sanctions described initem 12.4 will be lifted on the date the default is fully cured.

 

12.4.3      Trading in a Company’ssecurities may also be suspended under BOVESPA’s general suspension rules andregulations and for violations of the law.

 

12.4.4      Effects of Suspension. Whiletrading in a Company’s securities is suspended on the Novo Mercado pursuant toitem 12.4 (ii), the Company, the Controlling Shareholder, the Senior Managersand the Fiscal Council members must continue to meet all obligations underthese Listing Rules, the Arbitration Clause and the Arbitration Rules.

 

12.5    Termination of the Novo Mercado Agreement.BOVESPA may declare termination of the Novo Mercado Agreement if the breachleads to the suspension of trading is not cured by the deadline stated in thenotice described in item 12.4 (ii).

 

12.5.1      Effects of Termination. As a resultof termination of the Novo Mercado Agreement under 12.5:

 

(i)             The Company’ssecurities cannot be traded on the Novo Mercado for 2 (two) years from thetermination date, unless the Company’s shareholding control is disposed ofafter the termination ;

 

(ii)          The ControllingShareholder will not be released from compliance with the obligations inherentin the Company’s delisting from the Novo Mercado under items 11.6 and 11.6.1(Disposal of Control after Delisting);

 

(iii)       The ControllingShareholder must make a public tender offer for the shares held by the othershareholders. This offer must be for at least the Economic Value of the sharesas calculated under Part X and comply with applicable rules andregulations. The information about the public tender offer must be reported toBOVESPA and disclosed to the market immediately after the Company receivesnotice of the early termination of the Novo Mercado Agreement;

 

20

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and

 

(iv)  The ControllingShareholder will continue to be bound by the arbitration described in Part XIIIuntil all the obligations described in item 12.5.1 are fulfilled.

 

12.5.2      The termination of the Novo MercadoAgreement will be declared if the Company is declared bankrupt or if itsregistration for the trading on stock exchange is cancelled.

 

12.5.3      Termination of Novo Mercado Agreementunder item 12.5 will not mean the Company’s automatic loss of its status as apublicly-held company listed at BOVESPA, unless one of the events mentioned initem12.5.2 occurs.

 

12.6    The offender will have the right to defenditself before any sanction or penalty is imposed under this Part.

 

12.6.1      BOVESPA will disclose the names of theCompanies at which Senior Managers or Controlling Shareholder are subjected topenalties for breach of any obligation deriving from these Listing Rules.

 

12.7    Supplementary Rules. If the Company’sControl is classified as Diffuse Control BOVESPA may issue supplementary rules togovern the public tender offers for shares described in item 12.5.1 (iii).

 

**PART XIII**

**ARBITRATION**

 

13.1    Arbitration. BOVESPA, the Company, itsControlling Shareholder, Senior Managers and Fiscal Council members agree torefer to arbitration any disputes related to these Listing Rules, the NovoMercado Agreement, the Arbitration Clause, particularly regarding theirenforcement, validity, effectiveness, construction, violation and relatedeffects, before the Market Arbitration Panel, under the Arbitration Rules.

 

**PART XIV**

**MISCELLANEOUS**

 

14.1    Disclosure. All documents andinformation to be disclosed by the Company under these Listing Rules mustbe delivered to BOVESPA electronically and, if possible, made available at theCompany’s web site.

 

14.2    Amendments. BOVESPA cannot make anymaterial change to these Listing Rules except on the condition that:

 

(i)    It holds aClosed Hearing with the Companies listed on the Novo Mercado on a datescheduled by the BOVESPA Chief Executive Officer with at least 15 (fifteen)days notice and

 

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thereis no express opposition to the change by more than one-third of the attendeesat the Closed Hearing; and

 

(ii)   The amendmentis approved by CVM.

 

14.2.1      Effectiveness of Amendments.BOVESPA must inform the Company, its Senior Managers, Controlling Shareholderand Fiscal Council members 30 (thirty) days before any amendment to theseListing Rules or the Arbitration Rules takes effect.

 

14.3    Supervening Rules. If any provisionof these Listing Rules is held invalid or unenforceable in light of anysupervening rules or regulations, the provision will be replaced withanother with similar content that achieves the same purpose and intent of theinvalid or unenforceable provision, subject to the supervening rules orregulations. The invalidity or unenforceability of any provision will notaffect the other provisions contained in these Listing Rules.

 

14.3.1      If the provisions of these Listing Rules arefully or partially incorporated into future laws and if this results in theseListing Rules becoming irrelevant, BOVESPA may terminate the Novo MercadoAgreement. The termination of the Agreement will not mean that the Company willlose its status as a publicly-held company listed at BOVESPA.

 

14.4    Omissions - Unforeseen Events. TheBOVESPA Chief Executive Officer may, at his or her own discretion, resolvecases not dealt with in these Listing Rules, as presented by the Company, itsSenior Managers and Controlling Shareholder.

 

**PART XV**

**FINALPROVISIONS**

 

15.1    Exclusion of Liability. Theprovisions in these Listing Rules do not imply any liability for BOVESPAand do not mean that BOVESPA will defend the interests of someone adverselyaffected by:

 

(i)    Unlawful actsor abuses committed by the Company, the Controlling Shareholder, the SeniorManagers, or the Fiscal Council members; or

 

(ii)   False ormisleading information, or the omission of material information, attributableto the Company, the Controlling Shareholder, the Senior Managers or the FiscalCouncil members.

 

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**LIST OFEXHIBITS TO THE NOVO MERCADO LISTING RULES**

 

**Exhibit A**

Form AnnualCorporate Calendar

 

**Exhibit B**

Form Statementof Consent from Senior Managers

 

**Exhibit C**

Form Statementof Consent from Controlling Shareholders

 

**Exhibit D**

Form Statementof Consent from Fiscal Council Members

 

**Exhibit E**

Form Applicationfor NOVO MERCADO Listing

 

**Exhibit F**

Form StatementSigned by the Company’s Investor Relations Officer

 

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**EXHIBIT A**

**ANNUALCORPORATE**

**CALENDAR**

 
| Company Name                                               |    |
|------------------------------------------------------------|---------|
| Headquarters Address                                       |    |
| Website Address                                            |    |
| Investor Relations Officer                                 | Name:   |
|                                                       | E-mail: |
|                                                       | Phone:  |
|                                                       | Fax:    |
|                                                       |    |
| Person in charge of the  Investor                          | Name:   |
| Relations Area                                             | E-mail: |
|                                                       | Phone:  |
|                                                       | Fax:    |
|                                                       |    |
| Newspapers (and places)  wherecorporate acts are published |    |

 

The Company is bound by theMarket Arbitration Panel, pursuant to the Arbitration Clause of its Bylaws.

 

Annual Financial Statementsand Consolidated Accounts, if applicable, for the financial year ended on[date]

 
| **EVENT**                    | ** ** | **DATE** |
|------------------------------|------------|----------|
| Availability to Shareholders |       |     |
| Publication                  |       |     |
| Forwarding to BOVESPA        |       |     |

 

Standard Financial Statements — DFP for thefinancial year ended on [date]

 
| **EVENT**             | ** ** | **DATE** |
|-----------------------|------------|----------|
| Forwarding to BOVESPA |       |     |

 

Annual Financial Statements or ConsolidatedAccounts prepared in accordance with international accounting standards, forthe financial year ended on [date]

 
| **EVENT**             | ** ** | **DATE** |
|-----------------------|------------|----------|
| Forwarding to BOVESPA |       |     |

 

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Cash proceeds in allocationof results for the financial year ended on [date]

 
| ** **                            | ** ** | ** **                                  | ** ** | ** **      | ** ** | **Amount in R$/share** | ** ** | ** ** |
|---------------------------------------|------------|---------------------------------------------|------------|-----------------|------------|------------------------|------------|------------|
| **Proceeds**                          | ** ** | **Event-Date**                              | ** ** | **Amount (R$)** | ** ** | **CS**                 | ** ** | **PS**     | ** ** | **Payment Date** |
| ** **                            | ** ** | ** **                                  | ** ** | ** **      | ** ** | ** **             | ** ** | ** ** | ** ** | ** ** |
| (dividend orinterest on  own capital) |       | BDM, EGM or AGM — Date of realization) |       | (gross)         |       | (gross)                |       | (gross)    |   |   |

 

Annual Information Statement — IAN for thefinancial year ended on [date]

 
| **EVENT**             | ** ** | **DATE** |
|-----------------------|------------|----------|
| Forwarding to BOVESPA |       |     |

 

Quarterly Financial Statements — ITR

 
| **EVENT**                 | ** ** | **DATE** |
|---------------------------|------------|----------|
| Forwarding to BOVESPA     |       |     |
| Regarding the 1st quarter |       |     |
| Regarding the 2nd quarter |       |     |
| Regarding the 3rd quarter |       |     |

 

Quarterly Financial Statements in English orin accordance with international accounting standards

 
| **EVENT**                 | ** ** | **DATE** |
|---------------------------|------------|----------|
| Forwarding to BOVESPA     |       |     |
| Regarding the 1st quarter |       |     |
| Regarding the 2nd quarter |       |     |
| Regarding the 3rd quarter |       |     |

 

Annual General Meeting

 
| **EVENT**                                                                      | ** ** | **DATE** |
|--------------------------------------------------------------------------------|------------|----------|
| Publication of Call Notice                                                     |       |     |
| Forwarding of Call Notice  to BOVESPA coupled with management proposal, if any |       |     |
| Date of the Annual General  Meeting                                            |       |     |
| Forwarding of major  resolutions taken at the Annual General Meeting toBOVESPA |       |     |
| Forwarding of the minutes  of the Annual General Meeting to BOVESPA            |       |     |

 

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Extraordinary General Meetings alreadyscheduled

 
| **EVENT**                                                                             | ** ** | **DATE** |
|---------------------------------------------------------------------------------------|------------|----------|
| Publication of Call Notice                                                            |       |     |
| Forwarding of Call Notice  to BOVESPA coupled with management proposal, ifany         |       |     |
| Date of the Extraordinary General  Meeting                                            |       |     |
| Forwarding of major  resolutions taken at the Extraordinary General Meeting toBOVESPA |       |     |
| Forwarding of the minutes  of the Extraordinary General Meeting to BOVESPA            |       |     |

 

Public Meeting with Analysts

 
| **EVENT**                                                                                    | ** ** | **DATE** |
|----------------------------------------------------------------------------------------------|------------|----------|
| Date of the Public Meeting  with Analysts, open to other interested parties (place and time) |       |     |

 

Conference call (optional)

 
| **EVENT**                                                                                        | ** ** | **DATE** |
|--------------------------------------------------------------------------------------------------|------------|----------|
| Date of the conference  call (describe the subject to be discussed, time andhow to  participate) |       |     |

 

Board of Directors Meetings already scheduled

 
| **EVENT**                                                                             | ** ** | **DATE** |
|---------------------------------------------------------------------------------------|------------|----------|
| Date of the Board of  Directors Meeting (involving issues of interest to themarket)   |       |     |
| Forwarding of the main  resolutions taken at the Board of Directors Meeting toBOVESPA |       |     |
| Forwarding of the minutes  of the Board of Directors Meeting to BOVESPA               |       |     |

 

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**EXHIBIT B**

**STATEMENTOF CONSENT FROM SENIOR MANAGERS**

 

By this instrument, [INSERTSENIOR MANAGER’S NAME], [INSERT SENIOR MANAGER’S NATIONALITY, MARITAL STATUSAND PROFESSION], resident and domiciled at [INSERT ADDRESS], with individualtaxpayer ID number (CPF) [INSERT CPF NUMBER], bearer of Identity Card [R.G. orRNE] No. [INSERT NUMBER AND ISSUING AGENCY], from here onward referred toas “Declarant”, in the capacity of [INSERT SENIOR MANAGER’S TITLE] at [INSERTCOMPANY’S NAME], a joint-stock company with its principal place of business at[INSERT ADDRESS], with corporate taxpayer ID number (CNPJ) [INSERT CNPJNUMBER], from here onward referred to as “Company,” hereby expressly takespersonal responsibility for compliance with the rules stated in the NovoMercado Agreement signed by the Company (“Agreement”) and in the Novo MercadoListing Rules (“Listing Rules”), which govern this securities tradingsegment of the São Paulo Stock Exchange — BVSP (BOVESPA), including anysubsequent amendments, pursuant to the provisions of item 14.2 of these ListingRules, the terms of which are fully known to Declarant, as well as in any otherRules that may be issued in relation to the Novo Mercado (jointly, the“Rules”), and undertakes to perform its managerial duties at the Company alwaysin keeping with these rules, also being subject to the applicable fines andpenalties prescribed in the Agreement and Listing Rules. Declarant undertakesto comply with the obligations that apply to him or her, and will likewisecause the Company to comply with its obligations under the Agreement andpursuant to the Listing Rules.

 

Declarant also gives fulland unconditional agreement with all terms and conditions stated in the MarketArbitration Panel Rules (“Arbitration Rules”), including further amendments,pursuant to the provisions of item 16.3 of such Arbitration Rules, and theArbitration Clause provided for in the Company’s Bylaws, being responsible andundertaking to refer to arbitration any and all disputes or controversies betweenthe Declarant, the Company, its Shareholders, other Senior Managers, FiscalCouncil members and BOVESPA, that related to the enforcement, validity,efficacy, violation and related effects, of: (a) the provisions in theCorporation Law and the Company’s Bylaws, (b) the rules issued by theNational Monetary Council, the Central Bank of Brazil and the Securities andExchange Commission of Brazil, (c) all other rules governing capitalmarkets in general, and (d) the directives in these Listing Rules,Arbitration Rules and the Novo Mercado Agreement with strict compliancewith the law in effect, especially with Law No. 9,307/96, the Statement ofConsent being effective as an Arbitration Clause, pursuant to article 4 of thatLaw. For this purpose, the Declarant undertakes to sign the respectivearbitration statement and accept the arbitration decision that may be given inthe event of any dispute or controversy.

 

27

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The Declarant signs thisinstrument in 3 (three) identical copies, in the presence of the twoundersigned witnesses.

 
|   | [INSERT PLACE AND DATE OF  SIGNATURE]                                                                                                                          |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                           |
|   | [INSERT DECLARANT’S NAME]                                                                                                                                 |
|   |                                                                                                                                                           |
|   | [INSERT ADDRESS, FAX  No. AND E-MAIL FOR NOTIFICATIONS — IF POSSIBLE, USE THE SAME ADDRESS FOR  NOTIFICATION INCLUDED IN THE NOVO MERCADO AGREEMENT] |

 

 
| Witnesses: |   |
|------------|--------|
|       |   |
| 1.         | 2.     |
| Name:      | Name:  |
| RG:        | RG:    |

 

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**EXHIBIT C**

**STATEMENTOF CONSENT FROM CONTROLLING SHAREHOLDER**

 

By this instrument, [INSERTNAME AND PARTICULARS OF CONTROLLING SHAREHOLDER, INCLUDING THOSE OF THECONTROLLING COMPANY], from here onward referred to as “Declarant(s)”, in thecapacity of controlling shareholder in [INSERT COMPANY’S NAME], a joint-stockcompany with its principal place of business at [INSERT ADDRESS], withcorporate taxpayer ID number (CNPJ) [INSERT CNPJ NUMBER], from here onwardreferred to as “Company”, hereby expressly takes personal responsibility forcompliance with the rules stated in the Novo Mercado Agreement signed bythe Company (“Agreement”) and in the Novo Mercado Listing Rules (“ListingRules”), which govern this securities trading segment of the São Paulo StockExchange — BVSP (BOVESPA), including any subsequent amendments, pursuant to theprovisions of item 14.2 of these Listing Rules, the terms of which are fullyknown to Declarant, as well as in any other Rules that may be issued inrelation to the Novo Mercado (jointly, the “Rules”), and undertakes to exertthe respective control over the Company always in keeping with those rules,also being subject to the applicable fines and penalties prescribed in theAgreement and Listing Rules. Declarant undertakes to comply with theobligations that apply to it, and will likewise cause the Company to complywith its obligations under the Agreement and pursuant to the Rules.

 

Declarant also gives fulland unconditional agreement with all terms and conditions stated in the MarketArbitration Panel Rules (“Arbitration Rules”), including further amendments,pursuant to the provisions of item 16.3 of such Arbitration Rules, and theArbitration Clause provided for in the Company’s Bylaws, being responsible andundertaking to refer to arbitration any and all disputes or controversiesbetween the Declarant, the Company, its Shareholders, Senior Managers, FiscalCouncil members and BOVESPA, that related to the enforcement, validity,efficacy, violation and related effects, of: (a) the provisions in theCorporation Law and the Company’s Bylaws, (b) the rules issued by theNational Monetary Council, the Central Bank of Brazil and the Securities andExchange Commission of Brazil, (c) all other rules governing capitalmarkets in general, and (d) the directives in these Listing Rules,Arbitration Rules and the Novo Mercado Agreement; with strict compliance withthe law in effect, especially with Law No. 9,307/96.

 

The Declarant additionallyundertakes to require the Company’s Indirect Controlling Shareholder, if any,to comply with any arbitration decisions given by the Market Arbitration Panelformed according to the provisions of the Arbitration Rules. The Declarantundertakes to sign the respective arbitration statement and accept thearbitration decision that may be given in the event of any dispute orcontroversy.

 

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Declarant signs thisinstrument in 3 (three) identical copies, in the presence of the twoundersigned witnesses.

 
|   | [INSERT PLACE AND DATE OF  SIGNATURE]                                                                                                                     |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                      |
|   | [INSERT DECLARANT’S NAME]                                                                                                                            |
|   |                                                                                                                                                      |
|   | [INSERT ADDRESS, FAX NO.  AND E-MAIL FOR NOTIFICATIONS — IF POSSIBLE, USE THE SAME ADDRESS FOR  NOTIFICATION INCLUDED IN THE NOVO MERCADO AGREEMENT] |

 

 
| Witnesses: |   |
|------------|--------|
|       |   |
| 1.         | 2.     |
| Name:      | Name:  |
| RG:        | RG:    |

 

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**EXHIBIT D**

**STATEMENTOF CONSENT FROM FISCAL COUNCIL MEMBERS**

 

By this instrument, [INSERTMEMBER’S NAME], [INSERT MEMBER’S NATIONALITY, MARITAL STATUS AND PROFESSION],resident and domiciled at [INSERT ADDRESS], with individual taxpayer ID number(CPF) [INSERT CPF NUMBER], bearer of Identity Card [R.G. or RNE] No. [INSERTNUMBER AND ISSUING AGENCY], from here onward referred to as “Declarant”, in thecapacity of member of the Fiscal Council of [INSERT COMPANY’S NAME], ajoint-stock company with its principal place of business at [INSERT ADDRESS],with corporate taxpayer ID number (CNPJ) [INSERT CNPJ NUMBER], in keeping withthe provisions of Part V of the Novo Mercado Listing Rules (“ListingRules”), which govern this securities trading segment of the São Paulo StockExchange — BVSP (BOVESPA), hereby represents that Declarant is fully aware ofand undertakes to comply, to the extent applicable, with the provisionscontained in the Market Arbitration Panel Rules (“Arbitration Rules”),including subsequent amendments, pursuant to the provisions of item 16.3 ofsuch Arbitration Rules, and the Arbitration Clause provided for in theCompany’s Bylaws, being responsible and undertaking to refer to arbitration anyand all disputes or controversies between the Declarant, the Company, itsShareholders, Senior Managers, other Fiscal Council members and BOVESPA, thatrelated to the enforcement, validity, efficacy, violation and related effects,of: (a) the provisions in the Corporation Law and the Company’s Bylaws, (b) therules issued by the National Monetary Council, the Central Bank of Braziland the Securities and Exchange Commission of Brazil, (c) all other rules governingcapital markets in general, and (d) the directives in these Listing Rules,Arbitration Rules and the Novo Mercado Agreement; with strict compliancewith the law in effect, especially with Law No. 9,307/96, the Statement ofConsent being effective as an Arbitration Clause, pursuant to article 4 of thatLaw. For this purpose, the Declarant undertakes to sign the respectivearbitration statement and accept the arbitration decision that may be given inthe event of any dispute or controversy.

 

Declarant signs thisinstrument in 3 (three) identical copies, in the presence of the twoundersigned witnesses.

 
|   | [INSERT PLACE AND DATE OF  SIGNATURE]                                                                                                                     |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                      |
|   | [INSERT THE  DECLARANT(S) NAME(S)]                                                                                                                   |
|   |                                                                                                                                                      |
|   | [INSERT ADDRESS, FAX NO.  AND E-MAIL FOR NOTIFICATIONS — IF POSSIBLE, USE THE SAME ADDRESS FOR  NOTIFICATION INCLUDED IN THE NOVO MERCADO AGREEMENT] |

 
| Witnesses: |   |
|------------|--------|
|       |   |
| 1.         | 2.     |
| Name:      | Name:  |
| RG:        | RG:    |

 

31

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**EXHIBIT E**

**APPLICATIONFOR NOVO MERCADO LISTING**

 

To

Chief Executive Officer of

São Paulo Stock Exchange —BVSP (BOVESPA)

 

Mr. Chief ExecutiveOfficer:

 

[INSERT COMPANY’S NAME], a joint-stockcompany with its principal place of business at [INSERT ADDRESS], withcorporate taxpayer ID number (CNPJ) [INSERT CNPJ], here represented by its Investor Relations Officer, Mr./Ms. [INSERTNAME], [INSERT NATIONALITY, MARITAL STATUS AND PROFESSION], resident anddomiciled at [INSERT ADDRESS], with individual taxpayer ID number (CPF) [INSERTCPF] and bearer of Identity Card [RG or RNE] No. [INSERT NUMBER ANDISSUING AGENCY], here applies for registration at BOVESPA for the trading ofits securities on the NOVO MERCADO; for such purpose, the documentationdescribed in Part III, item 3.2 of the NOVO MERCADO Listing Rules isattached.

 

Sincerely,

 

 

[PLACE AND DATE]

 

 

[SIGNATURE]

 

32

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**EXHIBIT F**

**STATEMENT**

 

[INSERT COMPANY’S NAME], ajoint-stock company with its principal place of business at [INSERT ADDRESS],with corporate taxpayer ID number (CNPJ) [INSERT CNPJ], here represented by its Investor Relations Officer, Mr./Ms. [INSERTNAME], [INSERT NATIONALITY, MARITAL STATUS AND PROFESSION], resident anddomiciled at [INSERT ADDRESS], with individual taxpayer ID number (CPF) [INSERTCPF] and bearer of Identity Card [RG or RNE] No. [INSERT NUMBER ANDISSUING AGENCY], in view of its intention to be listed on the NOVO MERCADO ofthe São Paulo Stock Exchange — BVSP (BOVESPA), states that:

 

1.                                       It isregistered as a publicly-held company with the Securities and ExchangeCommission of Brazil under the number ....... (or, if appropriate, “it isapplying for registration as a publicly-held company with the Securities andExchange Commission of Brazil with a view to trading its common shares on stockexchanges”);

 

2.                                       It is cognizantof the provisions contained in the Novo Mercado Agreement, in the Novo MercadoListing Rules, in the Arbitration Rules, and in all other rules issued byBOVESPA, all of which it will fully comply with;

 

3.                                       It will pay theannuities due to BOVESPA in the manner and by the deadlines established by theapplicable rules;

 

4.                                       It will provideBOVESPA with the information described in the Novo Mercado Listing Rules;

 

5.                                       It will giveprior notice to BOVESPA, irrespective of publication, of the date on which anyrights will start being paid to the shareholders, as well as the commencementand end dates for exercise of subscription rights and the periods during whichany requests for transfer, conversion, split or reverse split of shares orshare certificates will be suspended;

 

6.                                       It willpromptly disclose any information with respect to material facts involving theCompany’s business; and

 

7.                                       It will provideBOVESPA with a copy of every document sent to the Securities and ExchangeCommission of Brazil, including any documents submitted for updating of listingrecords as well as data on the company’s financial and economic conditions asdisclosed to the media.

 

 

[PLACE AND DATE]

 

[SIGNATURE]

 

33

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|                            | *March/2008.*                       |
|---------------------------------|-------------------------------------|
| * *                        |                                |
|                                 | Bolsa de Valores de São  Paulo |
| Rua XV de Novembro, 275         |
| 01013-001 - São Paulo - SP |
| Tel.: (11) 3233-2341/2371       |
| Fax: (11) 3233-2051             |
|                            |
| www.bovespa.com.br              |
| E-mail:  bovespa@bovespa.com.br |

 

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