Exhibit 2.2



DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT



As of December 31,
2019 Gafisa S.A. (“we,” “us,” and “our”) had the following series of securities registered
pursuant to Section 12(b) of the Exchange Act:



|Title
of each class               | Trading
Symbol(s) | Name
of each exchange on which registered
|--------------------------------- | ----------------- | -----------------------------------------
|Common Shares, without par value* | GFSA3             | B3                                       

* Traded only in the form of American Depositary Shares (as
evidenced by American Depositary Receipts), each representing two common shares which are registered under the Securities Act of
1933.



The trading market
for our common shares is the São Paulo Stock Exchange - B3 S.A. – Brasil, Bolsa, Balcão (“B3”).
Our common shares began trading on the B3 on February 17, 2006 and are traded on the Novo Mercado of B3 under the symbol
“GFSA3.” In the United States, the common shares trade in the form of American Depositary Receipts (“ADRs”),
each representing two common shares, issued by Citibank N.A., as depositary, pursuant to a deposit agreement, among us, the depositary
and the registered holders and beneficial owners from time to time of ADRs (the “Deposit Agreement”). The ADRs commenced
trading on the NYSE on March 16, 2007 and at a board of directors’ meeting held on November 26, 2018, the directors approved
the voluntary delisting of the common shares on NYSE. Additionally, the directors approved the alteration of the ADRs Program to
Level 1, enabling investors holding ADRs to trade them over-the-counter on the Pink Open Market under the symbol “GFASY.”



The
following summary is subject to and qualified in its entirety byGafisa S.A.’sbylaws and of Law No. 6,404 of December 15, 1976, as amended (the “Brazilian Corporate Law”). In Brazil, a company’s
bylaws (estatuto social) are the principal governing document of a corporation (sociedade por ações).
This is not a summary of all the significant provisions of our bylaws or of the Brazilian Corporate Law and does not purport to
be complete. Capitalized terms used but not defined herein have the meanings given to them in our annual report on Form 20-F for
the fiscal year ended December 31, 2019 and in the Deposit Agreement, which is an exhibit to our registration statement on Form
F-6 filed with the SEC on March 31, 2009.



COMMON SHARES



Item 9. General



9.A.3 Pre-emptive rights



See “—Item
10.B Memorandum and articles of association—Description of Our Bylaws—Preemptive Rights” below.



9.A.5 Type and class of securities



As of December 31,
2019, our share capital was R$2.926.280.318,14, all of which was fully subscribed and paid-in. Our share capital was comprised
of 120,000,000 registered, book-entry common shares, without par value. Under our bylaws, our board of directors may increase our
share capital to the limit of our authorized capital by issuing up to 120,000,000 common shares without the need of specific shareholder
approval. Our shareholders must approve any capital increase above that amount at a shareholders’ general meeting. Pursuant
to the agreement entered into with the B3 for the listing of our shares on the Novo Mercado, we are not permitted to issue
preferred shares.



As of December 31,
2019, Gafisa had 2,981,052 common shares in treasury.



Item 9.A.6. Limitations or qualifications



Not applicable.



Exhibit 2.2 – Page 1





Item 9.A.7. Other rights



Not applicable.



Item 10.B Memorandum and articles of association



The following information
describes our common shares and provisions set forth by our bylaws and of the Brazilian Corporate Law. This description is only
a summary. You should read and refer to our bylaws (estatuto social) included as Exhibit 1.1 hereto.



Description of Our Bylaws



The following is a
summary of the material provisions of our bylaws and of the Brazilian Corporate Law. In Brazil, a company’s bylaws (estatuto
social) are the principal governing document of a corporation (sociedade por ações).



General



We are currently a
publicly-held company incorporated under the Laws of Brazil, registered with the Board of Trade of the State of São Paulo
(JUCESP) under NIRE 35300147952 and with the CVM under No. 01610-1, and enrolled with the Brazilian Taxpayer’s Authorities
under CNPJ/MF No. 01,545,826/0001-07.



Corporate Purposes



Article 3 of our bylaws
provides that our corporate purpose is to: (1) promote and develop any type of real estate project, whether our own or that of
a third party, in the latter case as a contractor and agent; (2) purchase and sell any type of real estate; (3) perform civil construction
and provide civil engineering services; and (4) develop and implement marketing strategies for any type of real estate project,
whether our own or that of a third party. In addition, we may participate in companies that are not affiliated to us in Brazil
and outside of Brazil.



Novo Mercado



Our shares were accepted
for trading on the Novo Mercado on February 17, 2006. A voluntary delisting from the Novo Mercado must be preceded
by a public tender offer, pursuant to the rules applicable to the cancellation of the registration as a public company. See “—Delisting
from the Novo Mercado.” In the Novo Mercado, listed companies are required to, among others, (1) only issue
common shares, (2) maintain a minimum free float equal to at least 25% of the company’s capital stock (or 15% of the company’s
capital stock, provided its Average Daily Trading Volume (ADTV) remains equal to or greater than R$25,000,000.00), (3) detail and
include additional information in the quarterly information and (4) make available the annual financial statements in English and
based on international accounting standards.



The rules imposed
by the Novo Mercado aim at providing transparency in relation to the activities and economic situation of the companies
to the market, as well as more power to the minority shareholders in the management of the companies, among other rights. The main
rules relating to the Novo Mercado, to which the company is subject, are summarized below.



According to CMN Resolution
No. 3,792 of September 24, 2009, which governs the closed complementary social security entities’ investment policy (Entidades
Fechadas de Previdência Complementar — EFPC), such pension funds may invest up to 70% of its variable income investment
portfolio (in which are included corporate stakes) in publicly held companies listed in the Novo Mercado, which may, therefore,
improve the development of this corporate governance segment, benefiting the companies listed therein, taking into account the
immense financial equity held by such pension funds in Brazil.



Authorization for Trading in the Novo Mercado



Firstly, the company
that is authorized to list its securities on the Novo Mercado of B3 shall keep its listed company registry with the CVM
updated, which allows the trading of the company’s common shares at the stock market. The Listing Rules of the Novo Mercado
were revised in 2017 and the rules are in full force and effect since



Exhibit 2.2 – Page 2





January 2, 2018. We have adapted our bylaws to the new rules
of the Novo Mercado, at the General Shareholders Meeting dated of April 24, 2018.



According to the Listing
Rules of the Novo Mercado, the company willing to negotiate its securities on the Novo Mercado shall, among other
conditions: (1) along with its controlling shareholder (if any), execute a Listing Agreement in the Novo Mercado; (2) adapt
its bylaws to comply with the minimum requirements determined in the Listing Rules of the Novo Mercado; and (3) the capital
of the company shall be exclusively divided into common shares and a minimum free float equal to 25% of the capital stock (or 15%
of the company’s capital stock, provided its Average Daily Trading Volume (ADTV) remains equal to or greater than R$25,000,000.00)
shall be maintained by the company. The existence of founders’ shares by the companies listed on the Novo Mercado
is prohibited.



In addition to the
previous requirements, the company’s bylaws may not (1) establish any provision which restricts the number of votes of any
shareholder or group of shareholders (as defined in the Listing Rules of the Novo Mercado) to a percentage inferior to 5%
of the company’s corporate capital, (2) determine qualified quorums for matters submitted for the approval of the shareholders’
general meetings, except as provided by law, nor (3) restrict or establish any encumbrance to shareholders who vote favorably to
the suppression or amendment of any provision of the company’s bylaws.



Board of Directors



The board of directors
of companies authorized to have their shares traded on the Novo Mercado shall be comprised of at least five members, of
which at least 20% or 2 members, whichever is greater, shall be independent, as defined in the Listing Rules of the Novo Mercado.
The members of the board of directors shall be elected by a shareholders’ general meeting for a maximum two-year term of
office, and are eligible for reelection. All new members of the board of directors, of the board of officers and of the fiscal
council shall, before taking office, undertake to comply with the arbitration clause in the bylaws.



The positions of chairman
of the board of directors and of chief executive officer may not be held by the same person, except in the event of vacancy, for
a maximum period of one year. Any cumulation of positions in this sense, as well as steps being taken to cease such cumulation,
must be disclosed by the company.



The board of directors
shall always disclose to the market an opinion regarding any tender offer of the company’s shares, informing, among others,
their position on the convenience and consequences of such offer in respect to (a) the interests of the company and of the shareholders
regarding the price and the potential impact on the liquidity of such securities held by the shareholders, (b) the strategic plans
disclosed by the offering shareholder with regard to the company and (c) any alternatives to the acceptance of the tender offer
available in the market. Additionally, the board of directors shall always emphasize that each shareholder is responsible for the
final decision regarding the acceptance or not of such tender offer.



Other Novo Mercado Characteristics



Novo Mercado
rules cover other areas designed to foster high levels of corporate governance and market transparency. Companies are required
to keep the minimum stock percentage floating in the market in order to foster dispersion of share ownership. In addition, companies
are obliged to assign tag-along rights to their shareholders in order to ensure equal treatment if a controlling shareholder sells
its controlling stake.



The Novo Mercado
rules require companies to provide information on the number of shares held by the controlling shareholder, if any, in addition
to other information required by the Listing Rules of the Novo Mercado. Companies are also required to give more disclosure
regarding related party transactions in which a company may be involved. The Listing Rules of the Novo Mercado also require
companies to prepare and disclose to B3 and to the market a Securities Negotiation Policy applicable at least to the company, its
controlling shareholders, directors, officers, members of the fiscal council and members of other committees, as well as a Code
of Conduct establishing the company’s principles and values regarding its relationship with its management, employees, service
providers and any person or entity with which the company maintains any relation. Pursuant to Novo Mercado rules, the company
also needs to structure and disclose a process for evaluating the board of directors, its committees and officers.



Finally, the company,
controlling shareholders, other shareholders, directors, officers and members of a company’s fiscal council are required
to submit to arbitration any disputes that may arise relating to their status as issuer, shareholders, management and fiscal council
members, especially in light of the provisions of Law 6,385/76,



Exhibit 2.2 – Page 3





Law 6,404/76, the company’s
bylaws, the rules issued by the National Monetary Council, the Central Bank of Brazil and CVM, as well as other rules applicable
to the securities market in general, Listing Rules of the Novo Mercado, other rules and regulations established by B3, and
the Novo Mercado participation agreement. The arbitrations shall take place before the Market Arbitration Chamber established
by the B3 and shall be conducted in accordance with the Rules of the Market Arbitration Chamber.



Company Management



We are managed by
a board of directors (Conselho de Administração) and a board of officers (Diretoria). See “Item
6. Directors, Senior Management and Employees—C. Board Practices.”



The members of the
board of directors and of the board of officers must be individuals, provided that the latter must also be Brazilian residents.



Conflict of Interests



According to Brazilian
corporate law a director or an officer shall not take part in any corporate transaction in which he/she has an interest which conflicts
with the interest of the company. In this case, he/she shall disclose his/her disqualification to the other directors or officers
and shall cause the nature and extent of his/her interest to be recorded in the minutes of the board of directors or board of officers’
meeting, as the case may be.



With due compliance
with the rules above relating to conflict of interests, a director or an officer may only contract with the company under reasonable
and fair conditions, identical to those which prevail in the market or under which the corporation would contract with third parties.
Any business contracted otherwise is voidable and the director or the officer concerned shall be obliged to transfer to the corporation
all benefits which he/she may have obtained in such business.



According to Brazilian
corporate law, a director or officer may not:



| | · | perform any act of generosity to the detriment of the company;
| | - | --------------------------------------------------------------



| | · | without prior approval of the shareholders’ general meeting or the board of directors, borrow
money or property from the company or use its property, services or take advantage of its standing for his/her own benefit, for
the benefit of a company in which he/she has an interest or for the benefit of a third party; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | by virtue of his or her position, receive any type of direct or indirect personal advantage from
third parties, without authorization in the bylaws or from a shareholders’ general meeting.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



According to our bylaws,
any business or agreement between the company and any shareholder, director or officer must be previously approved by the board
of directors, except if specified in our annual budget or business plan.



Rules for Retirement



There is no retirement
age limit relating to directors or officers pursuant to the Brazilian law and our bylaws.



Policy for the Trading of Our Securities



On, March 26, 2020,
our board of directors approved the third amendment of our Conduct Manual on Information Disclosure and Use and Securities Trading
Policy, which was approved on July 15, 2009, and establishes the following procedures regarding the policy for the trading of our
securities:



| | · | any person with knowledge of the material transaction or event involving our company, who have
signed the compliance statement and became aware of the information that has yet to be disclosed to the market, especially those
parties with a commercial, professional or trust-based relationship with the Company, including independent auditors, securities
analysts, consultants and securities brokers or dealers , are restricted from trading in our securities until such material transaction
or event is disclosed to the market as a material fact, except as regards treasury stock transactions, through private trading,
the exercise of options to purchase shares of our capital stock, with stock option plan approved by the shareholders, or trading
performed by Bound Parties when carried out in accordance with an Individual Investment Plan. This
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Exhibit 2.2 – Page 4





restriction
is extended to periods prior to the announcement of such information or annual or interim financial statements or prior to disclosure
of a material fact in accordance with applicable law;



| | · | trading of our securities or transactions related to our securities carried out by the aforementioned
persons pursuant to an Individual Investment Program, consisting of long-term investments, as defined in the Trading Policy, is
not subject to the aforementioned restrictions;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the restrictions of the Trading Policy also apply to our former directors and executive officers
who resigned prior to the public disclosure of a transaction or fact that began during their administration (a) for the six month
period following the end of their duties with the company, or (b) until the disclosure of the material event or the related financial
statements, whichever occurs first; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the abovementioned restrictions also apply to indirect trading carried out by such persons, except
those conducted by investment funds, provided that the investment funds are not exclusive and the transaction decisions taken by
the investment fund officers cannot be influenced by its unit holders.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Rights of Common Shares



Each of our common
shares entitles its holder to one vote at an annual or special shareholders’ general meeting. A holder of ADSs has the right
under the deposit agreement to instruct the depositary to exercise the voting rights for the common shares represented by his/hers
ADSs. Pursuant to our bylaws, Brazilian corporate law and the Novo Mercado rules, owners of common shares are entitled to
dividends, or other distributions made in respect of common shares, in proportion to their ownership of outstanding shares. See
“Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy”
and “Item 9. The Offer and Listing—C. Markets— Investment in Our Common Shares by Non-Residents of Brazil”
in our annual report for a more complete description of payment of dividends and other distributions on our common shares. In addition,
upon our liquidation, holders of our shares are entitled to share all our remaining assets, after payment of all our liabilities,
ratably in accordance with their respective participation in the total amount of our issued and outstanding shares. Holders of
our common shares are entitled to participate on a pro rata basis in future capital calls by our company except in some
specific circumstances under Brazilian law, as described in “—Preemptive Rights.” Our common shares have tag
along rights, which enable their holders to, upon the sale of a controlling interest in us, receive 100% of the price paid per
common share of the controlling block by a single or series of transaction.



Options



According to our bylaws,
we may, within our authorized share capital and upon resolution of the shareholders’ general meeting, grant stock options
to (1) our directors, executive officers and employees, or (2) individuals who provide services to us or to companies we control.



Appraisal Rights



Shareholders who are
absent, dissent or abstain from voting on certain actions taken during a shareholders’ general meeting have the right under
Brazilian corporate law to withdraw from our company and to receive the value of their shares.



According to Brazilian
corporate law, shareholder appraisal rights may be exercised in the following circumstances, among others:



| | · | a reduction in the percentage of our mandatory dividends;
| | - | ---------------------------------------------------------



| | · | a change in our corporate purpose;
| | - | ----------------------------------



| | · | an acquisition, by our company, of a controlling stake in another company if the acquisition price
is outside of the limits established by Brazilian corporate law;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | a merger of shares involving our company, a merger of our company into another company, if we are
not the surviving entity, or our consolidation with another company; or
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | an approval of our participation in a group of companies (as defined in Brazilian corporate law).
| | - | -------------------------------------------------------------------------------------------------



Exhibit 2.2 – Page 5





Brazilian corporate
law further provides that any resolution regarding a spin-off will also entitle shareholders to withdraw if the spin-off:



| | · | causes a change in our corporate purpose, except if the equity is spun-off to a company whose primary
activities are consistent with our corporate purposes;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reduces our mandatory dividends; or
| | - | -----------------------------------



| | · | causes us to join a group of companies (as defined in Brazilian corporate law).
| | - | -------------------------------------------------------------------------------



In cases where (1)
our company merges with another company where we are not the surviving company, or (2) we are consolidated with another company,
or (3) we participate in a group of companies (as defined in Brazilian corporate law), our shareholders will not be entitled to
withdraw from our company if their respective shares are (a) liquid, i.e. part of the B3 index or other stock exchange index in
Brazil or abroad, (as defined by the CVM), and (b) widely held, such that less than 50% of our shares are held by a controlling
shareholder or by companies a controlling shareholder controls. We are currently part of the IBOVESPA (the B3 index) and have no
controlling shareholder. Therefore, our shares are, at present, considered liquid and widely held for the purposes of this paragraph.



The right to withdraw
expires 30 days after publication of the minutes of the relevant shareholders’ general meeting. We are entitled to reconsider
any action giving rise to withdrawal rights for within 10 days after the expiration of the 30-day period if the redemption of shares
of absent, dissenting or non-voting shareholders would jeopardize our financial stability. If shareholders exercise withdrawal
rights, they are entitled to receive the economic value of the company’s shares, as determined by a valuation report issued
by a specialized firm.



Redemption of Shares



According to Brazilian
corporate law, we may redeem our shares by a decision taken in a special shareholders’ general meeting by shareholders representing
at least 50% of our share capital. The share redemption may be paid with our profit, profit reserves or capital reserves. If the
share redemption is not applicable to all shares, the redemption will be made by lottery. If custody shares are picked in the lottery
and there are no rules established in the custody agreement, the financial institution will specify on a pro rata basis,
the shares to be redeemed.



Registration of Shares



Our shares are held
in book-entry form with Itaú Unibanco Corretora S.A., which will act as the custodian agent for our shares. Transfer of
our shares will be carried out by means of book entry by Itaú Unibanco S.A., debiting the share account of the seller and
crediting the share account of the buyer, with the presentation of a written order of the transferor or a judicial authorization
or order to effect such transfers.



Preemptive Rights



Except as provided
below, our shareholders have a general preemptive right to participate in any issuance of new shares, convertible debentures and
warrants, in proportion to their respective shareholding at such time, but the conversion of debentures and subscription warrants
into shares, the granting of options to purchase shares and the issuance of shares as a result of its exercise, are not subject
to preemptive rights. In addition, Brazilian corporate law allows for companies’ bylaws to give the board of directors the
power to exclude preemptive rights or reduce the exercise period of such rights with respect to the issuance of new shares, debentures
convertible into shares and subscription warrants up to the limit of the authorized share capital if the distribution of those
shares, debentures or subscription warrants is effected through a sale on a stock exchange, through a public offering or through
an exchange of shares in a tender offer the purpose of which is to acquire control of another company. Shareholders are allowed
to exercise the preemptive rights for a period of at least 30 days following the publication of notice of the issuance of shares,
convertible debentures and warrants, and the right may be transferred or disposed of for consideration.



Holders of ADSs may
be unable to exercise preemptive rights with respect to our common shares underlying the ADSs. See “Item 3. Key Information—D.
Risk Factors—Risks Relating to Our Common Shares and the ADSs—Holders of ADSs may be unable to exercise preemptive
rights with respect to our common shares underlying the ADSs.”



Exhibit 2.2 – Page 6





Shareholders’ General Meetings



Under Brazilian corporate
law, at our shareholders’ meetings, shareholders are empowered to take any action relating to our corporate purpose and to
pass any such resolutions as they deem necessary. The approval of our financial statements and the determination of the allocation
of our net profits with respect to each fiscal year take place at our annual general shareholders’ meeting immediately following
such fiscal year. The election of our directors and, if requested by shareholders, of members of our fiscal council typically takes
place at the annual general shareholders’ meeting, although under Brazilian corporate law it may also occur at a special
shareholders’ general meeting.



A special shareholders’
general meeting may be held concurrently with the annual general shareholders’ meeting. Pursuant to our bylaws and Brazilian
corporate law, the following actions, among others, may only be taken at a general shareholders’ meeting:



| | · | amendment of our bylaws, including amendment of our corporate purpose;
| | - | ----------------------------------------------------------------------



| | · | election and dismissal, at any time, of our directors and members of our fiscal council;
| | - | ----------------------------------------------------------------------------------------



| | · | determination of the aggregate compensation of our board of directors and board of officers, as
well as the fiscal council’s compensation;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | · | approval of stock splits and reverse stock splits;
| | - | --------------------------------------------------



| | · | approval of a stock option plan;
| | - | --------------------------------



| | · | approval of the company’s financial statements;
| | - | -----------------------------------------------



| | · | resolution upon the destination of our net profits and distribution of dividends;
| | - | ---------------------------------------------------------------------------------



| | · | election of the fiscal council to function in the event of our dissolution;
| | - | ---------------------------------------------------------------------------



| | · | cancellation of our registration with the CVM as a publicly-held company;
| | - | -------------------------------------------------------------------------



| | · | suspension of the rights of a shareholder who has violated Brazilian corporate law or our bylaws;
| | - | -------------------------------------------------------------------------------------------------



| | · | acceptance or rejection of the valuation of in-kind contributions offered by a shareholder in consideration
for shares of our capital stock;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



| | · | approval of our transformation into a limited liability company or any other corporate form;
| | - | --------------------------------------------------------------------------------------------



| | · | delisting of our common shares from the Novo Mercado;
| | - | -----------------------------------------------------



| | · | appointment of a financial institution responsible for our valuation, in the event of a mandatory
tender offer, specifically in the event that a tender offer for our common shares is carried out in connection with the delisting
of our common shares from the Novo Mercado or cancellation of our registration as a publicly-held company;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reduction in the percentage of mandatory dividends;
| | - | ---------------------------------------------------



| | · | participation in a group of companies (as defined in Brazilian corporate law);
| | - | ------------------------------------------------------------------------------



| | · | approval of any merger, consolidation with another company or spin-off;
| | - | -----------------------------------------------------------------------



| | · | approval of our dissolution or liquidation, the appointment and dismissal of the respective liquidator
and the official review of the reports prepared by him or her; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | authorization to petition for bankruptcy or request for judicial or extrajudicial restructuring.
| | - | ------------------------------------------------------------------------------------------------



According to Brazilian
corporate law, neither a company’s bylaws nor actions taken at a shareholders’ meeting may deprive a shareholder of
specific rights, such as:



Exhibit 2.2 – Page 7





| | · | the right to participate in the distribution of profits;
| | - | --------------------------------------------------------



| | · | the right to participate equally and ratably in any remaining residual assets in the event of liquidation
of the company;
| | - | -------------------------------------------------------------------------------------------------------------------------



| | · | preemptive rights in the event of subscription of shares, convertible debentures or subscription
warrants, except in some specific circumstances under Brazilian law described in “—Preemptive Rights;”
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the right to inspect and monitor the management of the company’s business in accordance with
Brazilian corporate law; and
| | - | -------------------------------------------------------------------------------------------------------------------------



| | · | the right to withdraw from the company in the cases specified in Brazilian corporate law, described
in “—Appraisal Rights.”
| | - | ---------------------------------------------------------------------------------------------------------------------------



Quorum for our Shareholders’ General Meetings



As a general rule,
Brazilian corporate law provides that a quorum at a shareholders’ general meeting consists of shareholders representing at
least 25% of a company’s voting capital on the first call and, if that quorum is not reached, any percentage on the second
call. A quorum for the purposes of amending our bylaws consists of shareholders representing at least two-thirds of voting capital
on the first call and any percentage on the second call.



As a general rule,
the affirmative vote of shareholders representing at least the majority of our issued and outstanding common shares present in
person, remotely (as described in “—Remote Voting”) or represented by proxy at a shareholders’ general
meeting is required to ratify any proposed action, with abstentions not taken into account. However, the affirmative vote of shareholders
representing one-half of our issued and outstanding voting capital is required to:



| | · | reduce the percentage of mandatory dividends;
| | - | ---------------------------------------------



| | · | change our corporate purpose;
| | - | -----------------------------



| | · | merge or consolidate our company with another company;
| | - | ------------------------------------------------------



| | · | spin-off a portion of our assets or liabilities;
| | - | ------------------------------------------------



| | · | approve our participation in a group of companies (as defined in Brazilian corporate law);
| | - | ------------------------------------------------------------------------------------------



| | · | apply for cancellation of any voluntary liquidation;
| | - | ----------------------------------------------------



| | · | approve our dissolution; and
| | - | ----------------------------



| | · | approve the merger of all our shares into another company.
| | - | ----------------------------------------------------------



A quorum smaller than
one-half of our issued and outstanding voting capital may be authorized by the CVM for a publicly-held company with widely-traded
and widespread shares that has had less than half of the holders of its voting shares in attendance at its last three shareholders’
meetings. In such case, resolutions may only be taken on a third call.



According to our bylaws
and for so long as we are listed on the Novo Mercado, we may not issue preferred shares or founders’ shares and we
will have to conduct a tender offer in order to delist ourselves from the Novo Mercado.



Notice of our Shareholders’ General Meetings



According to Brazilian
corporate law, notice of our shareholders’ general meetings must be published at least three times in the Diário
Oficial do Estado de São Paulo, the official newspaper of the State of São Paulo, and in another widely circulated
newspaper in the same State, previously chosen at an annual shareholders meeting, which, in our case is O Estado de São
Paulo.



Exhibit 2.2 – Page 8





According to CVM Instruction
No. 559 of March 27, 2015 (which deals with the approval of ADR programs), the first notice must be published no later than 15
days before the date of the meeting on the first call, and no later than eight days before the date of the meeting on the second
call.



In addition, the CVM
may suspend for up to 15 days the required prior notice of the special shareholders’ general meeting so that it may further
analyze the proposal to be voted upon at such meeting. Such call notice in all circumstances shall contain the date, time, place
and agenda for the meeting and a list of the documents that will be required from our shareholders to be admitted at the meetings,
and in case of amendments to the bylaws, the indication of the relevant matters. CVM Instruction No. 481 of December 17, 2009 also
requires that additional information be disclosed in the call notice for certain matters. For example, in the event of an election
of directors, the call notice shall also disclose the minimum percentage of equity participation required from a shareholder to
request the adoption of cumulative voting procedures. All documents pertaining to the matters to be discussed at the shareholders’
general meeting shall be made available to the shareholders upon publication of the first call notice, except if the law or CVM
regulations provide otherwise. Pursuant to CVM Instruction No. 418, the company should provide one (1) month before the date on
the general meeting, among others, the following documents (i) copy of the financial statements; (ii) independent auditors’
report; (iii) opinion of the fiscal council, including dissenting votes, if any; and (iv) remote vote bulletin.



Location of our Shareholders’ General Meetings



Our shareholders’
meetings shall take place at our head offices at Av. Pres. Juscelino Kubitschek, No. 1830, Block 2, 3rd Floor, 04543-900 –
São Paulo, SP – Brazil. Brazilian corporate law allows our shareholders to hold meetings outside our head offices
in the event of force majeure, provided that the relevant notice contains a clear indication of the place where the meeting will
occur, which, in any case, shall never be held outside the city where the company’s headquarters are located.



Who May Call our Shareholders’ General Meetings



According to Brazilian
corporate law, our board of directors may call a shareholders’ general meeting. Shareholders’ general meetings may
also be called by:



| | · | any shareholder, if our directors fail to call a shareholders’ general meeting within 60
days after the date they were required to do so under applicable laws and our bylaws;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | shareholders holding at least 5% of our share capital if our directors fail to call a meeting within
eight days after receipt of a request to call the meeting by those shareholders, and such request must indicate the proposed agenda;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | shareholders holding at least 5% of voting share capital or 5% of non-voting share capital if our
directors fail to call a meeting within eight days after receipt of a request to call the meeting to convene a fiscal council;
and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | our fiscal council (if installed), in the event our board of directors delays calling an annual
shareholders’ meeting for more than one month. The fiscal council may also call a special general shareholders’ meeting
at any time if it believes that there are significant or urgent matters to be addressed.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



There is an obligation
of the chairman of our board of directors to call a shareholders’ general meeting if: (1) we are not under control of a shareholder
holding more than 50% of our voting capital, and (2) B3 determines that the price of our shares shall be quoted separately or that
the trading of our shares on the Novo Mercado shall be suspended by reason of non-compliance with the listing rules of Novo
Mercado. At such a meeting all members of our board of directors must be replaced. In the event the shareholders’ general
meeting is not called by the chairman of the board of directors within the time period established in our bylaws, the meeting may
be called by any shareholder of the company.



Conditions for Admission at our Shareholders’ General
Meetings



A shareholder may
be represented at a shareholders’ general meeting by a proxy, as long as the proxy is appointed less than a year before such
shareholders’ general meeting. The proxy must be either a shareholder, an executive



Exhibit 2.2 – Page 9





officer or a director
of our company, a lawyer or a financial institution. An investment fund must be represented by its investment fund officer. A legal
entity may be represented by its legal representative.



Shareholders attending
a shareholders’ general meeting must deliver proof of their status as shareholders and proof that they hold the shares they
intend to vote by delivery of proper identification and a receipt issued by the custodian agent of our shares.



Remote Voting



Participation and
remote voting at the general shareholders’ meetings of publicly-held companies is regulated by CVM Instruction No. 481 of
December 2009, as amended from time to time, which aims to facilitate the participation of shareholders in general meetings either
through voting or through the submission of proposals. This rule provides the following:



| | · | the creation of a remote voting ballot through which shareholders may exercise their right to vote
prior to the date the general meeting is held;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the possibility to include in the voting bulletin a list of candidates and submit minority shareholders ́
proposals for deliberation at the general meeting, with due observance of certain deadlines and percentages of equity interest,
in order to facilitate shareholders’ participation in general meetings; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the deadlines, procedures and means of transmitting the bulletin, which may be transmitted by the
shareholder: (a) to the custodian (if the shares held by the shareholder are kept at a centralized deposit), (b) to the book-entry
agent of the shares issued by the company (if such shares are not kept at a centralized deposit) or (c) directly to the company.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, publicly-held
companies are required to adopt certain measures in connection with the voting process. Publicly-held companies are required to:
(1) inform the market of the adoption of the cumulative voting process in annual meetings immediately upon receipt of the first
valid requirement, (2) disclose the final voting summary statements, the final voting detailed statements, as well as any voting
statement presented by a shareholder at the general meetings and (3) register in the minutes of the general meeting the number
of approving, rejecting or abstaining votes for each item on the agenda, including the votes received by each member of the Board
of Directors and/or Fiscal Council elected in such annual shareholders’ meeting.



The application of
CVM Rule No. 561 became mandatory on January 1, 2017 for companies that on April 9, 2015 had at least one share class listed either
on the Index Brasil 100 or the IBOVESPA index of the B3, such as Gafisa.



Arbitration



Any disputes or controversies
involving our company, our shareholders, members of our management or our fiscal council that may arise relating to their status
as issuer, shareholders, management and fiscal council members, especially in light of the provisions of Law 6,385/76, Law 6,404/76,
the company’s bylaws, the rules issued by the National Monetary Council, the Central Bank and CVM, as well as other rules
applicable to the securities market in general, Listing Rules of the Novo Mercado, other rules and regulations established
by B3 and the Novo Mercado participation agreement, must be submitted to arbitration conducted in accordance with the Rules
of the Market Arbitration Chamber established by the B3.



Going Private Process



We may become a private
company by the decision of our shareholders only if we conduct a public tender offer to acquire all of our outstanding shares in
accordance with the rules and regulations of Brazilian corporate law, the CVM and the Novo Mercado regulations which requires:



| | · | a fair bid price at least equal to the value estimated of the company; and
| | - | --------------------------------------------------------------------------



| | · | shareholders holding more than two thirds of the outstanding shares have specifically approved
the process or accepted the offer.
| | - | ---------------------------------------------------------------------------------------------------------------------------------



Exhibit 2.2 – Page 10





The minimum price
offered for the shares in the public tender offer will correspond to the economic value of such shares, as determined by a valuation
report issued by a specialized firm, and we may only purchase shares from shareholders that have voted in favor of us becoming
a private company after purchasing all shares from the other shareholders that did not vote in favor of such deliberation and that
have accepted the public tender offer.



The valuation report
must be prepared by a specialized and independent firm of recognized experience chosen by the shareholders representing the majority
of the outstanding shares present at the relevant shareholders’ meeting (excluding, for such purposes, treasury shares, shares
held by our affiliates and by other companies that are a part of our economic group, as well as blank votes) from a list of three
institutions presented by our board of directors. All the expenses and costs incurred in connection with the preparation of the
valuation report must be paid for by the person making the tender offer.



Shareholders holding
at least 10% of our outstanding shares may require our management to call a special shareholders’ general meeting to determine
whether to perform another valuation using the same or a different valuation method. This request must be made within 15 days following
the disclosure of the price to be paid for the shares in the public offering. The shareholders who make such request as well as
those who vote in its favor must reimburse us for any costs involved in preparing the new valuation, if the new valuation price
is not higher than the original valuation price. If the new valuation price is higher than the original valuation price, the public
offering must be made at the higher price.



Delisting from the Novo Mercado



We may, at any time,
delist our common shares from the Novo Mercado, provided that shareholders approve the decision. Delisting of shares from
the Novo Mercado does not require delisting from the B3.



For our common shares
to be delisted from the Novo Mercado, it must be preceded by a public tender offer pursuant to the rules applicable to the
going private process. Such tender offer may be dismissed if a waiver is approved by a general shareholders meeting.



If our delisting from
the Novo Mercado occurs due to the cancellation of our registration as a publicly held company, all the other requirements
established by such delisting shall be followed. See “—Going Private Process.”



If the reorganization
involves resulting companies that do not intend to apply for listing on Novo Mercado, this structure must be approved by
a majority of the company’s shareholders holding free float shares and present at the general shareholders meeting.



If our share control
is sold within twelve months of our delisting from the Novo Mercado, the selling controlling shareholder and the acquirer
shall offer (i) to acquire the shares of all other shareholders under the same conditions offered to the selling controlling shareholder
or (ii) to pay the difference between the tender offer price accepted by former shareholders, duly updated, and the price obtained
by the controlling shareholder in selling its own shares.



Sale of a Controlling Stake in our Company



Under the Listing
Rules of the Novo Mercado, the sale of a controlling interest in our company, either through a single transaction or through
successive transactions, takes place under a suspension or resolution condition, where the acquirer agrees to, within the time
and pursuant to the conditions specified under Brazilian corporate law and the Listing Rules of the Novo Mercado, make a
tender offer of the remaining shares of the other shareholders under the same terms and conditions granted to the selling controlling
shareholder.



A tender offer is
also required under the following conditions:



| | · | when rights are assigned for a subscription of shares and other securities or rights related to
securities convertible into shares that results in the sale of the company’s controlling stake;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | when, if the controlling shareholder is an entity, the control of such controlling entity is transferred;
and
| | - | -------------------------------------------------------------------------------------------------------------



| | · | when a controlling stake is acquired through an agreement for the purchase of shares. In this case,
the acquirer is obligated to make a tender offer under the same terms and conditions granted to the selling shareholders and reimburse
the shareholders from whom he/she had purchased the shares traded on stock exchanges within
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Exhibit 2.2 – Page 11





the six months
before the sale date of the company’s share control. The reimbursement value is the difference between the price paid to
the selling controlling shareholder and the amount traded on stock exchanges per share, during this period, adjusted by the inflation
in the period. Such amount shall be distributed among all persons who sold shares issued by the company in the stock market trading
session in which the acquirer made its acquisitions, proportionally to the daily net selling balance of each acquisition, being
B3 responsible for processing such distribution according to its regulations.



The buyer, when necessary,
must take the necessary measures to recompose the minimum 25% of outstanding shares in the market within the subsequent six months.



Mandatory Tender Offer in Case of Acquisition of a Relevant
Equity Stake



Under the rules of
our bylaws, if any person acquires our shares directly or indirectly, or any securities or rights related to such shares, in an
amount representing 50% or more of our corporate capital, such acquirer has to carry out a mandatory tender offer for the acquisition
of all shares issued by the Company. The minimum price offered for the shares in the public tender offer will correspond to the
economic value of such shares, as determined by a valuation report issued by a specialized firm.



The valuation report
must be prepared by a specialized and independent firm of recognized experience chosen by the shareholders representing the majority
of the outstanding shares present at the relevant shareholders’ meeting (excluding, for such purposes, shares held by the
controlling shareholder, if any, by the members of the board of directors and officers appointed, directly or indirectly, by the
controlling shareholder, if any, treasury shares, as well as abstentions) from a list of three institutions presented by our board
of directors. All the expenses and costs incurred in connection with the preparation of the valuation report must be paid for by
the person making the tender offer.



Shareholders holding
at least 10% of our outstanding shares may require our management to call a special shareholders’ general meeting to determine
whether to perform another valuation using the same or a different valuation method. This request must be made within 15 days following
the disclosure of the price to be paid for the shares in the public offering. The shareholders who make such request as well as
those who vote in its favor must reimburse us for any costs involved in preparing the new valuation, if the new valuation price
is not higher than the original valuation price. If the new valuation price is higher than the original valuation price, the acquirer
may either increase the offer price or withdraw the tender offer, in the latter case provided that it shall dispose of the shares
in excess of 50% of our corporate capital within 3 months counted from the special general meeting mentioned in this paragraph.



A tender offer as
a result of an acquisition of a relevant equity stake, in accordance to our bylaws, is not mandatory in any of the following cases:
(1) if the same shareholder remains as controlling shareholder; (2) if the relevant equity stake is obtained as a result of purchases
made under another public tender offer for the acquisition of our shares, made in accordance with the Novo Mercado Listing
Rules or with the applicable law; provided that the offer was made for all shares of the company and at least the minimum price,
equivalent to the price of the mandatory tender offer, has been paid; (3) if a relevant equity stake is obtained involuntarily
as a result of a corporate reorganizations, cancellation of shares in treasury, share redemption, capital reduction, or of a subscription
of shares made under a primary public offer for distribution of our shares where the preemptive rights were not exercised by all
shareholders who had it or which did not have as subscribers as expected; or (4) in the case of a sale of a controlling stake,
which is subject to the rules described above for such case.



Purchases by us of our own Shares



Purchases by us of
our own shares are regulated by CVM Rule No. 567 of September, 2015. The rule requires us to obtain the prior approval of our shareholders
in connection with a purchase by us of our own shares if such purchase:



| | · | is conducted outside an organized securities markets and results, whether in a single transaction
or by a series of transactions, in us acquiring more than 5% of the type or class of shares in circulation over a period of 18
months;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | is conducted outside an organized securities markets and is for a price that is, (i) in the case
of an acquisition of shares, more than 10% greater than the market quotation for such shares, or (ii) in the case of a disposal
of shares, more than 10% lower than the market quotation for such shares;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Exhibit 2.2 – Page 12





| | · | aims to change or preserve the composition of the controlling stock or the administrative structure
of the company; or
| | - | ----------------------------------------------------------------------------------------------------------------------



| | · | is conducted outside an organized securities markets with a related party.
| | - | --------------------------------------------------------------------------



Our board of directors
may approve the acquisition of our own shares in other circumstances. The decision to acquire our shares for purposes of maintaining
the acquired shares in treasury or of cancelling them may not, among other things:



| | · | result in the reduction of our share capital;
| | - | ---------------------------------------------



| | · | require the use of resources greater than our profit reserves and other available reserves, as
provided in our financial statements;
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | · | create, as a result of any action or inaction, directly or indirectly, any artificial demand, supply
or condition relating to share price;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | · | involve any unfair practice;
| | - | ----------------------------



| | · | be used for the acquisition of unpaid shares or shares held by our controlling shareholders; or
| | - | -----------------------------------------------------------------------------------------------



| | · | when a public offer for acquisition of the shares of the company is being made.
| | - | -------------------------------------------------------------------------------



We may not keep in
treasury more than 10% of our outstanding common shares, including the shares held by our subsidiaries and affiliates.



On February 2, 2015,
our Board of Directors approved the closing of a repurchase of shares program as approved on December 3, 2014. During the course
of this program, we purchased 30,207,130 of Gafisa’s common shares to be kept in treasury and future disposal.



On the same date,
the Board of Directors of Gafisa approved the repurchase of its common shares to be kept in treasury and future cancellation or
disposal up to 27,000,000, which corresponded to 10% of the then outstanding common shares.



On March 3, 2016,
the Board of Directors of Gafisa approved the closing of the repurchase of shares program as approved on February 2, 2015. During
the course of this program, we purchased 1,000,000 of Gafisa’s common shares to be kept in treasury and future disposal.



On the same date,
the Board of Directors of Gafisa approved the creation of a repurchase program of its common shares to be kept in treasury and
future cancellation or disposal up to 8,198,565 common shares, which corresponded to 5% of the then outstanding common shares.
The objective of this program is to acquire shares in order to effectively use the Company’s available funds, aiming at medium-term
and long-term profitability. Additionally, a portion of the shares to be acquired might be reserved for the exercise of options
and/or shares to be granted in the Stock Option Plan previously approved by the Company’s shareholders at the Company’s
general meeting. The purchase of shares by Gafisa under this program was conditioned on the maintenance of Gafisa’s consolidated
net debt to equity ratio at or below 60%. This program ended on September 2, 2017.



On September 28, 2018,
our Board of Directors approved the opening of the Company’s share buyback program with the objective of generating value
for the Company’s shareholders. Shares purchased by the Company as part of the buyback program will be held in treasury,
and may subsequently be canceled, sold and/or used in connection with the exercise of stock options granted by the Company. The
maximum number of shares the Company may acquire under this program is 3,516,970 common shares, pursuant to Article 8 of CVM Instruction
No. 567/15. This buyback program ended on October 1, 2019.



On March 27, 2020,
our Board of Directors approved the establishment of the Company’s share buyback program with the objective of generating
value for the Company’s shareholders, that was confirmed by the General Shareholders Meeting held on April 30, 2020. Shares
purchased by the Company as part of the buyback program will be held in treasury, and may subsequently be canceled, sold and/or
used in connection with the exercise of stock options granted by the Company. The maximum number of shares the Company may acquire
under this program is



Exhibit 2.2 – Page 13





10,327,558 common shares,
pursuant to Article 8 of CVM Instruction No. 567/15. This buyback program ends on May 4, 2021. Under our current shares repurchase
program, any acquisition by us of our own shares must be made on a stock exchange and cannot be made by means of a private transaction.
See “Item 10. Additional Information—B. Memorandum and Bylaws—Purchases by us of our own Shares,” for further
information.



Disclosure Requirements



We are subject to
the reporting requirements established by Brazilian corporate law and the CVM. Furthermore, because we are listed with the Novo
Mercado, we must also follow the disclosure requirements provided for in the Listing Rules of the Novo Mercado.



Disclosure of Information



The Brazilian securities
regulations require that a publicly-held corporation provide the CVM and the relevant stock exchanges with periodic information
that includes annual information statements, quarterly financial statements, quarterly management reports, independent auditor
reports, notices and minutes of shareholders’ meetings, among others. In addition, we also must disclose any material development
related to our business to the CVM and the B3.



We observe the Novo
Mercado disclosure standards and are required to, among other things:



| | · | present the company’s financial statements, standard financial statements form (DFP), quarterly
information form (ITR) and Reference Form (Formulário de Referência);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | material events;
| | - | ----------------



| | · | information about dividends and other distributions in notices to shareholders or market notices;
| | - | -------------------------------------------------------------------------------------------------



| | · | earnings releases;
| | - | ------------------



| | · | include a note in the quarterly information form (ITR) regarding all operations with related parties;
| | - | -----------------------------------------------------------------------------------------------------



| | · | disclose and maintain updated the information presented in the Reference Form regarding any shareholder
holding, directly or indirectly, at least 5% of the company’s capital stock, considering the information received by company
from the relevant shareholders;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | disclose, monthly, the individual and consolidated amount and characteristics of our securities
held directly or indirectly by controlling shareholders (if this is the case), as well as persons related to the controlling shareholder;
and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | disclose, monthly, the individual and consolidated changes in the amount of securities held by
controlling shareholders (if this is the case), as well as persons related to the controlling shareholder.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Disclosure of Trading by Insiders



Pursuant to the rules
of the Novo Mercado, each of our possible controlling shareholders must disclose to the B3 information in connection with
the total amount and characteristics of securities owned, directly or indirectly, by them and issued by us, or any derivatives
referenced in such securities, as well as any subsequent trading of such securities and derivatives. In the case of individuals,
such information shall also include securities held by the spouse, companion or dependents of such persons, included in the annual
income tax statement of such controlling shareholder. This information must be communicated to the B3 within 10 days following
the end of each month.



CVM regulations require
our directors, executive officers, members of the fiscal council, and members of any other technical or advisory body to disclose
to us, to the CVM and to the B3, the total amount, the characteristics and form of acquisition of securities issued by us, listed
companies under our control or the control of our listed controlling shareholders, including derivatives referenced in such securities
that are held by each of them, as well as any change in such investments within 10 days after the end of the month when the securities
were traded, any change in information related to the tax-payer registry number (CNPJ or CPF) must be communicated to the company
within 15 days after the change. In the case of individuals, such information shall also include securities held by the spouse,



Exhibit 2.2 – Page 14





companion or dependents
of such persons, included in the annual income tax statement and companies controlled directly or indirectly by such person.



As of September 2015,
pursuant to changes introduced by CVM Rule No. 568/15 to CVM Rule No. 358/02, we are required to disclose to the CVM and to the
B3 the total amount and the characteristics of securities issued by us, which are held by us or any of our affiliates, as well
as any change in such investments, within 10 days after the end of the month in which the relevant securities were traded.



In addition, CVM Rule
No. 568/15 also amended CVM Rule No. 358/02 regarding, among other things, (1) the change in the form of calculation of trades
of relevant equity interests to determine when a disclosure obligation of those trades is triggered, and (2) the regulation of
individual investment plans, as described below.



In addition, our controlling
shareholders, our shareholders who have caused the election of members of our board of directors or fiscal council, as well as
any individual, legal entity or group of persons acting jointly whose direct or indirect participation reaches 5%, 10%, 15% and
so on, of our shares, must provide to us, and we shall transmit to the CVM and the B3, the following information:



| | · | the name and qualification of the person providing the information;
| | - | -------------------------------------------------------------------



| | · | reason and purpose for the acquisition and amount of securities to be acquired, including, as the
case may be, a representation of the acquirer stating that the acquisition does not aim at modifying the management or the controlling
structure of the company;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | amount of shares, as well as other securities and related derivatives, by type and/or class, already
owned, directly or indirectly, by the acquirer or any person related with the acquirer; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | information on any agreement regarding the exercise of voting rights or the purchase and sale of
our securities.
| | - | ----------------------------------------------------------------------------------------------------------------



The disclosure requirement
referred to above will also apply to any person or group acting jointly, holding participation equal to or in excess of 5%, each
time such person increases or decreases its participation in our shares by an amount equal to 5% of our shares.



Finally, pursuant
to the individual investment plans introduced by CVM Rule No. 568/15, direct or indirect controlling shareholders, members of any
statutory governing bodies of a publicly-held corporation, as well as any persons who, due to their responsibility, function or
position in a listed company, its controlling company, subsidiaries or affiliates have potential access to insider information,
are now allowed, subject to certain requirements, to trade in the company’s shares in certain periods during which such trading
would otherwise be prohibited.



Disclosure of Material Developments



According to Law No.
6,385 of December 7, 1976, and subsequent amendments, and CVM Instruction No. 358 of January 3, 2002, and subsequent amendments,
we must, by deliberation of the board of directors, adopt a policy of disclosure of a material act or fact. Therefore, we must
disclose any material development related to our business to the CVM and to the B3 and must publish a notice of the material development.
A development is deemed to be material if it has a material impact on the price of our securities, on the decision of investors
to trade in our securities or on the decision of investors to exercise any rights as holders of any of our securities. CVM Instruction
No. 358 lists some examples of material developments, including, among others: (i) a decision to promote the cancellation of registration
of the publicly-held company; (ii) an incorporation, merger or spin-off involving the company or related companies; (iii) a change
in the composition of the company’s equity; and (iv) a transformation or dissolution of the company.



Pursuant to CVM regulations,
the Investor Relations Director is the primary responsible party for a company’s disclosure involving material developments,
notwithstanding co-liability of other administrators in certain cases.



Under special circumstances,
we may request confidential treatment of certain material developments from the CVM, when our management believes that public disclosure
could result in adverse consequences to us.



Exhibit 2.2 – Page 15





AMERICAN DEPOSITARY SHARES



Item 12. Other securities



Disclosures under
Items 12.A, 12.B, and 12.C are not applicable.



12.D.1 Depositary



Citibank, N.A. acts
as the depositary for the American Depositary Shares. Citibank’s depositary offices are located at 388 Greenwich Street,
New York, New York 10013, U.S.A.



12.D.2 Provisions



American Depositary
Shares are frequently referred to as “ADSs” and represent ownership interests in securities that are on deposit with
the depositary. ADSs may be evidenced by certificates that are commonly known as “American Depositary Receipts” or
“ADRs.” In the United States, the common shares trade in the form of ADRs, each representing two common shares, issued
by Citibank N.A., as depositary, pursuant to a Deposit Agreement, among us, the depositary and the registered holders and beneficial
owners from time to time of ADRs.



We are providing you
with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. We urge you to review
the Deposit Agreement in its entirety, which is an exhibit to our registration statement
on Form F-6 filed with the SEC on March 31, 2009.



Each ADS represents
the right to receive two of our common shares on deposit with the custodian. An ADS also represents the right to receive any other
securities, cash or property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been
distributed to the owners of ADSs because of legal restrictions or practical considerations.



If you become an owner
of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of any ADR
that evidences your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations
as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain circumstances.
The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of common shares will
continue to be governed by the laws of Brazil, which may be different from the laws in the United States.



In addition, applicable
laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances.
You are solely responsible for complying with such reporting requirements and obtaining such approvals.



Neither the depositary,
the custodian, us or any of their or our respective agents or affiliates will be required to take any actions whatsoever on behalf
of you to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.



As an owner of ADSs,
you may hold your ADSs either directly in the form of certificated ADSs evidenced by an ADR registered in your name, indirectly
through a brokerage or safekeeping account, or directly through an account established by the depositary in your name reflecting
the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as the “direct registration
system” or “DRS”).



The direct registration
system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration
system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration
system includes automated transfers between the depositary and The Depository Trust Company, or “DTC,” the central
book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your
brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks
and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such
clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker
or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in
the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered
in your name and, as such, we will refer to you as the



Exhibit 2.2 – Page 16





“holder.”
Only persons in whose name ADRs are registered
on the books of the depositary will be treated by us and the depositary as ADR holders. When we refer to “you,” we
assume the reader owns ADSs and will own ADSs at the relevant time.



Dividends and Distributions



As a holder, you generally
have the right to receive the distributions we make on the common shares deposited with the custodian. Your receipt of these distributions
may be limited, however, by practical considerations and legal limitations. Holders will receive such distributions under the terms
of the deposit agreement in proportion to the number of underlying common shares that your ADSs represent as of a specified record
date.



Distributions of Cash



Whenever we intend
to make a distribution of a cash dividend or other cash distribution in respect of ADSs, we will give timely notice thereof to
the depositary specifying, among other things, the record date applicable for determining the holders of ADSs entitled to receive
such distribution. Upon the timely receipt of such notice, the depositary will establish an ADS record date. Upon receipt of confirmation
from the custodian of the receipt of any cash dividend or other cash distribution on the common shares held in respect of the ADSs,
or upon receipt of proceeds from the sale of any deposited property held in respect of the ADSs under the terms hereof, the depositary
will (i) if at the time of receipt thereof any amounts received in a foreign currency can, in the judgment of the depositary,
be converted on a practicable basis into dollars transferable to the United States, promptly convert or cause to be converted such
cash dividend, distribution or proceeds into dollars, (ii) if applicable and unless previously established, establish the
ADS record date, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges of,
and expenses incurred by, the depositary and (b) taxes withheld) to the holders entitled thereto as of the ADS record date
in proportion to the number of ADSs held as of the ADS record date. The depositary will distribute only such amount, however, as
can be distributed without attributing to any holder a fraction of one cent, and any balance not so distributed will be held by
the depositary (without liability for interest thereon) and will be added to and become part of the next sum received by the depositary
for distribution to holders of ADSs outstanding at the time of the next distribution. If we withhold, or the custodian or the depositary
is required to withhold and does withhold, from any cash dividend or other cash distribution in respect of the common shares held
in respect of the ADSs, or from any cash proceeds from the sales of deposited property, an amount on account of taxes, duties or
other governmental charges, the amount distributed to holders on the ADSs will be reduced accordingly. Such withheld amounts will
be forwarded by us, the custodian or the depositary to the relevant governmental authority. Evidence of payment thereof by us will
be forwarded by us to the depositary upon request, and vice-versa.



Distributions of Shares



Whenever we intend
to make a distribution that consists of a dividend in, or free distribution of, shares, we will give timely notice thereof to the
depositary specifying, among other things, the record date applicable to holders of ADSs entitled to receive such distribution.
Upon the timely receipt of such notice from us, the depositary will establish the ADS record date. Upon receipt of confirmation
from the custodian of the receipt of the shares so distributed by us, the depositary will either (i) distribute to the holders
as of the ADS record date in proportion to the number of ADSs held as of the ADS record date, additional ADSs, which represent
in the aggregate the number of shares received as such dividend, or free distribution, subject to the other terms of the deposit
agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the depositary
and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued
and outstanding after the ADS record date will, to the extent permissible by law, thenceforth also represent rights and interests
in the additional integral number of shares distributed upon the common shares held in respect of such ADSs (net of (a) the
applicable fees and charges of, and expenses incurred by, the depositary and (b) taxes). In lieu of delivering fractional
ADSs, the depositary will sell the number of shares or ADSs, as the case may be, represented by the aggregate of such fractions
and distribute the net proceeds. In the event that the depositary determines that any distribution in property (including shares)
is subject to any tax or other governmental charges which the depositary is obligated to withhold, or, if we in the fulfillment
of our obligation, have furnished an opinion of U.S. counsel determining that shares must be registered under the Securities Act
or other laws in order to be distributed to holders (and no such registration statement has been declared effective), the depositary
may dispose of all or a portion of such property (including shares and rights to subscribe therefor) in such amounts and in such
manner, including by public or private sale, as the depositary deems necessary and practicable, and the depositary will distribute
the net proceeds of any such sale (after deduction of (a) taxes and (b) fees and charges of, and expenses incurred by,
the depositary) to holders entitled thereto upon the



Exhibit 2.2 – Page 17





terms described in the
deposit agreement. The depositary will hold and/or distribute any unsold balance of such property in accordance with the provisions
of the deposit agreement.



Distributions of Rights



Whenever we intend
to distribute rights to subscribe for additional common shares, we will give timely notice to the depositary prior to the proposed
distribution stating whether or not we wish such rights to be made available to holders of ADSs. Upon timely receipt of a notice
indicating that we wish such rights to be made available to holders of ADSs, the depositary will consult with us to determine,
and we will assist the depositary in its determination, whether it is lawful and reasonably practicable to make such rights available
to the holders. The depositary will make such rights available to holders only if (i) we shall have timely requested that such
rights be made available to holders, (ii) the depositary shall have received satisfactory documentation within the terms of the
deposit agreement, and (iii) the depositary shall have determined that such distribution of rights is reasonably practicable. In
the event any of the conditions set forth above are not satisfied or if we request that the rights not be made available to holders
of ADSs, the depositary shall proceed with the sale of the rights as contemplated in the deposit agreement. In the event all conditions
set forth above are satisfied, the depositary shall establish an ADS record date and establish procedures to (x) distribute rights
to purchase additional ADSs (by means of warrants or otherwise), (y) to enable the holders to exercise such rights (upon payment
of the subscription price and of the applicable (a) fees and charges of, and expenses incurred by, the depositary and (b) taxes),
and (z) to deliver ADSs upon the valid exercise of such rights.



You may have to pay
fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights.



Other Distributions



Whenever we intend
to distribute property other than cash, common shares or rights to purchase additional common shares, the depositary may distribute
such other property in any manner it deems lawful and practicable, but only if (i) we timely provide evidence satisfactory
to the depositary that it may lawfully distribute such other property, (ii) we indicate that we wish such other property to
be made available to holders of ADSs, and (iii) the depositary determines that making such other property so available is
lawful and reasonably practicable. If any of clauses (i) through (iii) of the preceding sentence are not satisfied, the
depositary may sell such securities or property and distribute any net proceeds in the same way it distributes cash.



The distribution will
be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order
to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.



To the extent the
depositary determines in its discretion that any distribution is not practicable with respect to any ADS holder, the depositary
may make such distribution as it deems practicable, including the distribution of foreign currency, securities or property, or
it may retain such items, without paying interest on or investing them, on behalf of the ADS holder as deposited securities.



Changes Affecting Common Shares



The common shares
held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value, a split-up,
cancellation, consolidation or reclassification of such common shares or a recapitalization, reorganization, merger, consolidation,
liquidation, receivership, bankruptcy or sale of all or substantially all of our assets.



If any such change
were to occur, the depositary may, with our approval, and must, upon our request, (i) distribute additional ADSs; (ii) amend
the deposit agreement and the applicable ADRs; (iii) amend the applicable registration statement in respect of the ADSs; (iv) call
for the surrender of outstanding ADRs to be exchanged for new ADRs and (v) take such other actions as are appropriate to reflect
such change. If the depositary does not choose any of the foregoing, any of the cash, securities or other property it receives
will constitute part of the deposited property and each ADS will then represent a proportionate interest in such property.



Exhibit 2.2 – Page 18





Issuance of ADSs upon Deposit of Common Shares



The depositary may
create ADSs on your behalf if you or your broker deposit common shares with the custodian. The depositary will deliver these ADSs
to the person you indicate only after you pay any applicable issuance fees and other charges of the depositary, any governmental
charges and taxes payable for the transfer of the common shares to the custodian and any stock transfer or registration fees for
the registration of transfer of the common shares on any applicable register and after you deliver any necessary instruments or
confirmations of transfer. Your ability to deposit common shares and receive ADSs may be limited by U.S. and Brazilian legal considerations
applicable at the time of deposit.



The issuance of ADSs
may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given and that
the common shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.



Transfer, Combination and Split Up of ADRs



| | · | Transfer.  The depositary will register the transfer of ADRs (and of the ADSs represented
thereby) on the books maintained for such purpose and the depositary will (x) cancel such ADRs and execute new ADRs evidencing
the same aggregate number of ADSs as those evidenced by the ADRs canceled by the depositary, (y) cause the registrar to countersign
such new ADRs and (z) deliver such new ADRs to or upon the order of the person entitled thereto, if each of the following
conditions has been satisfied: (i) the ADRs have been duly delivered by the holder (or by a duly authorized attorney of the
holder) to the depositary at its principal office for the purpose of effecting a transfer thereof, (ii) the surrendered ADRs
have been properly endorsed or are accompanied by proper instruments of transfer (including signature guarantees in accordance
with standard securities industry practice), (iii) the surrendered ADRs have been duly stamped (if required by the laws of
the State of New York or of the United States), and (iv) all applicable fees and charges of, and expenses incurred by, the
depositary and all applicable taxes and governmental charges have been paid, subject, however, in each case, to the terms and conditions
of the applicable ADRs, of the deposit agreement and of applicable law, in each case as in effect at the time thereof.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Combination & Split Up.  The registrar will register the split-up or combination
of ADRs (and of the ADSs represented thereby) on the books maintained for such purpose and the depositary will (x) cancel
such ADRs and execute new ADRs for the number of ADSs requested, but in the aggregate not exceeding the number of ADSs evidenced
by the ADRs cancelled by the Depositary, (y) cause the registrar to countersign such new ADRs and (z) Deliver such new
ADRs to or upon the order of the holder thereof, if each of the following conditions has been satisfied: (i) the ADRs have
been duly delivered by the holder (or by a duly authorized attorney of the holder) to the depositary at its principal office for
the purpose of effecting a split-up or combination thereof, and (ii) all applicable fees and charges of, and expenses incurred
by, the depositary and all applicable taxes and governmental charges have been paid, subject, however, in each case, to the terms
and conditions of the applicable ADRs, of the deposit agreement and of applicable law, in each case as in effect at the time thereof.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Co-Transfer Agents.  The depositary
may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of ADRs at designated
transfer offices on behalf of the depositary. In carrying out its functions, a co-transfer agent may require evidence of authority
and compliance with applicable laws and other requirements by Holders or persons entitled to such ADRs and will be entitled to
protection and indemnity to the same extent as the depositary. Such co-transfer agents may be removed and substitutes appointed
by the depositary. Each co-transfer agent (other than the depositary) will give notice in writing to the depositary accepting
such appointment and agreeing to be bound by the applicable terms of the deposit agreement.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Withdrawal of Shares Upon Cancellation of ADSs



As a holder, you will
be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding number of underlying common
shares at the custodian’s office. Your ability to withdraw the common shares is subject to the provisions of or governing
the deposited securities, and of the deposit agreement, any ADRs evidencing the ADSs, the rules of the Brazilian Clearing and Depository
Corporation, the our bylaws or applicable



Exhibit 2.2 – Page 19





law. In order to withdraw
the common shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and
any charges and taxes payable upon the transfer of the common shares being withdrawn. The withdrawn common shares will be delivered
at the office of the custodian. Once canceled, the ADSs will not have any rights under the deposit agreement.



| | · | If you hold ADSs registered in your name, the depositary may ask you to (i) provide proof of
identity and genuineness of any signature, (ii) provide such other information as the depositary may deem necessary or proper
including without limitation information as to citizenship, residence, exchange control approval, beneficial ownership of any securities,
compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the deposit agreement
and the form of ADR, as the depositary may deem necessary or proper, and (iii) comply with such regulations as the depositary
may establish consistent with the deposit agreement and any regulations which the depositary is informed of in writing by us which
are deemed desirable by us, the depositary or the custodian to facilitate compliance with any applicable rules or regulations of
the Central Bank or the CVM.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



You will have the
right to withdraw the securities represented by your ADSs at any time except for:



| | · | Temporary delays that may arise because (i) the transfer books for the common shares or ADSs
are closed, or (ii) common shares are immobilized on account of a shareholders’ meeting or a payment of dividends;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Obligations to pay fees, taxes and similar charges; and
| | - | -------------------------------------------------------



| | · | Restrictions imposed because of laws or governmental regulations applicable to ADSs or the withdrawal
of securities on deposit.
| | - | -------------------------------------------------------------------------------------------------------------------------------



The deposit agreement
may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with mandatory provisions
of law.



Suspension of Certain Actions by Depositary



The depositary may
suspend the issuance of ADSs, the acceptance of deposits of common shares, the registration, registration of transfer, split-up
or combination of ADSs or the withdrawal of deposited securities, generally or in particular instances, when the ADS register or
any register for deposited securities is closed or when any such action is deemed advisable by the depositary or by us.



Voting Rights



As a holder, you generally
have the right under the deposit agreement to instruct the depositary to exercise the voting rights, if any, for the common shares
and any other securities represented by your ADSs.



As soon as practicable
after receipt of notice of any meeting at which the holders of ADSs are entitled to vote, or of solicitation of consents or proxies
from holders of ADSs, the depositary shall fix the record date in respect of such meeting or solicitation of consent or proxy in
accordance with the deposit agreement. The depositary shall, if requested by us in writing in a timely manner (the depositary having
no obligation to take any further action if the request shall not have been received by the depositary at least thirty (30) days
prior to the date of such vote or meeting), at the our expense and provided no U.S. legal prohibitions exist, distribute to holders
as of the record date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the holders at the
close of business on the record date will be entitled, subject to any applicable law, the provisions of the deposit agreement,
our bylaws and the provisions of or governing the ADSs, to instruct the depositary as to the exercise of the voting rights, if
any, pertaining to the common shares represented by such holders’ ADSs, and (c) a brief statement as to the manner in which
such voting instructions may be given.



We cannot assure you
that you will receive voting materials in time to enable you to return voting instructions to the depositary in a timely manner.
Securities for which no voting instructions have been received will not be voted.



Record Dates



Whenever the depositary
shall receive notice of the fixing of a record date by us for the determination of holders of ADSs entitled to receive any distribution
(whether in cash, shares, rights, or other distribution), or whenever for



Exhibit 2.2 – Page 20





any reason the depositary
causes a change in the number of common shares that are represented by each ADS, or whenever the depositary shall receive notice
of any meeting of, or solicitation of consents or proxies of, holders of ADSs or other deposited securities, or whenever the depositary
shall find it necessary or convenient in connection with the giving of any notice, solicitation of any consent or any other matter,
the depositary shall fix a record date for the determination of the holders of ADSs who shall be entitled to receive such distribution,
to give instructions for the exercise of voting rights at any such meeting, to give or withhold such consent, to receive such notice
or solicitation or to otherwise take action, or to exercise the rights of holders with respect to such changed number of common
shares represented by each ADS. The depositary shall make reasonable efforts to establish the ADS record date as closely as possible
to the applicable record date for the deposited securities (if any) set by us in Brazil. Subject to applicable law and the provisions
in the deposit agreement, only the holders of ADSs at the close of business in New York on such ADS record date shall be entitled
to receive such distribution, to give such voting instructions, to receive such notice or solicitation, or otherwise take action.



Amendments and Termination



We may agree with
the depositary to modify the deposit agreement at any time without your consent. Any amendments or supplements to the deposit agreement
which impose or increase any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes
and other governmental charges, delivery and other such expenses), or which otherwise materially prejudices any substantial existing
rights of holders of ADSs do not become effective until the expiration of 30 days after notice of such amendment or supplement
has been given to holders of ADSs. If a holder of ADSs continues to hold ADSs after being so notified, such ADS holder is deemed
to agree to such amendment. Any amendments or supplements will be deemed not to prejudice any substantial rights or ADS holders
if they (i) are reasonably necessary for the ADSs to be registered under the Securities Act or for the ADSs or common shares
to be eligible for book-entry settlement, and (ii) in each case do not impose or increase the fees and charges you are required
to pay. In addition, an amendment can become effective before notice is given if this is necessary to ensure compliance with a
new law, rule or regulation.



The deposit agreement
cannot be amended to impair your right to withdraw the common shares represented by your ADSs (except in order to comply with mandatory
provisions of applicable law).



The depositary may
resign by delivery of written notice to us of its election to do so, and we may remove the depositary by delivery of written notice
to the depositary of such removal. The depositary shall, upon our request, terminate the deposit agreement by distributing notice
of such termination to holders of ADSs at least 30 days prior to the date of termination. If 90 days shall have expired
after (i) the depositary shall have delivered to us a written notice of its election to resign, or (ii) we shall have
delivered to the depositary a written notice of the removal of the depositary, and, in either case, a successor depositary shall
not have been appointed and accepted its appointment, the depositary may terminate the deposit agreement by distributing notice
of such termination to the holders of all ADSs then outstanding at least 30 days prior to the date fixed in such notice for
such termination.



After termination,
the depositary and its agents will perform no further acts under the deposit agreement except to receive and hold (or sell) distributions
on deposited securities and deliver deposited securities being withdrawn. At any time after the date of termination, the depositary
will sell the deposited securities and will thereafter (as long as it may lawfully do so) hold in a segregated account the net
proceeds of such sales, together with any other cash then held by it under the deposit agreement, without liability for interest,
in trust for the pro rata benefit of the holders of ADSs who have not yet surrendered their ADSs. After making
such sale, the depositary will have no further obligations in respect of the deposit agreement, except to account for such net
proceeds and other cash.



Disclosure of Interests



To the extent that
the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or other ownership
of deposited securities and other securities, and may provide for blocking transfer, voting or other rights to enforce such disclosure
or limits, all persons holding ADSs agree to comply with all such disclosure requirements and ownership limitations and to cooperate
with the depositary in its compliance with any instructions from us in respect thereof.



Exhibit 2.2 – Page 21





Books of Depositary



The depositary or
its agent will maintain at a designated transfer office a register for the registration, registration of transfer, combination
and split-up of ADSs. You may inspect such records at such office at all reasonable times but solely for the purpose of communicating
with other holders in the interest of the business of our company or matters relating to the deposit agreement.



The depositary will
maintain in New York facilities for the delivery and receipt of ADSs. The ADS register may be closed from time to time when deemed
expedient by the depositary or requested by us.



Limitations on Obligations and Liabilities



The deposit agreement
limits our obligations and the depositary’s obligations to you. Neither the depositary nor we shall be obligated to do or
perform any act which is inconsistent with the provisions of the deposit agreement or incur any liability (i) if the depositary
or we shall be prevented or forbidden from, or delayed in, doing or performing any act or thing required by the terms of the deposit
agreement, by reason of any provision of any present or future law or regulation of the United States, Brazil or any other country,
or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil
penalties or restraint, or by reason of any provision, present or future, of our bylaws or any provision of or governing any deposited
securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization,
expropriation, currency restrictions, work stoppage, strikes, civil unrest, acts of terrorism, revolutions, rebellions, explosions
and computer failure), (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement
or in our bylaws or provisions of or governing deposited securities, (iii) for any action or inaction in reliance upon the advice
of or information from legal counsel, accountants, any person presenting common shares for deposit, any holder, any beneficial
owner or authorized representative thereof, or any other person believed by it in good faith to be competent to give such advice
or information, (iv) for the inability by a holder or beneficial owner to benefit from any distribution, offering, right or other
benefit which is made available to holders of deposited securities but is not, under the terms of the deposit agreement, made available
to holders of ADSs, or (v) for any consequential or punitive damages for any breach of the terms of the deposit agreement.



The depositary, its
controlling persons, its agents, any custodian and we, our controlling persons and our agents may rely and shall be protected in
acting upon any written notice, request or other document believed by it to be genuine and to have been signed or presented by
the proper party or parties.



No disclaimer of liability
under the Securities Act is intended by any provision of the deposit agreement.



We and the depositary
assume no obligation and shall not be subject to any liability under the deposit agreement or any ADRs to any holder(s) or beneficial
owner(s), except that we and the depositary agree to perform our respective obligations specifically set forth in the deposit agreement
or the applicable ADRs without negligence or bad faith.



Without limitation
of the foregoing, neither the depositary, nor we, nor any of our respective controlling persons, or agents, shall be under any
obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or in
respect of the ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all
expense (including fees and disbursements of counsel) and liability be furnished as often as may be required (and no custodian
shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the custodian being solely to
the depositary).



The depositary and
its agents shall not be liable for any failure to carry out any instructions to vote any of the deposited securities, or for the
manner in which any vote is cast or the effect of any vote, provided that any such action or omission is in good faith and in accordance
with the terms of the deposit agreement. The depositary shall not incur any liability for any failure to determine that any distribution
or action may be lawful or reasonably practicable, for the content of any information submitted to it by us for distribution to
the holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in
the deposited securities, for the validity or worth of the deposited securities or for any tax consequences that may result from
the ownership of ADSs, common shares or deposited securities, for the credit-worthiness of any third party, for allowing any rights
to lapse upon the terms of the deposit agreement or for the failure or timeliness of any notice from us.



Neither the depositary
nor the Custodian shall be liable for the failure by any holder or beneficial owner to obtain the benefits of credits on the basis
of non-U.S. tax paid against such holder’s or beneficial owner’s income tax liability.



Exhibit 2.2 – Page 22





The depositary is under
no obligation to provide the holders and beneficial owners with any information about our tax status. The depositary shall not
incur any liability for any tax consequences that may be incurred by holders and beneficial owners on account of their ownership
of the ADSs, including without limitation, tax consequences resulting from us (or any of our subsidiaries) being treated as a “Passive
Foreign Investment Company” (in each case as defined in the U.S. Internal Revenue Code and the regulations issued thereunder)
or otherwise.



Pre-Release Transactions



The depositary may,
in certain circumstances, issue ADSs before receiving a deposit of common shares. These transactions are commonly referred to as
“pre-release transactions.” Each pre-release transaction will be subject to a written agreement between the recipient
of pre-released ADSs and the depositary providing that such recipient (a) represents that it owns the common shares that are
to be delivered by the recipient under such pre-release transaction, (b) will indicate on its records that the depositary
is the owner of such common shares and agrees to hold such common shares in trust for the benefit of the depositary until delivered
to it, (c) guarantees to deliver such common shares to the depositary or custodian and (d) agrees to any additional restrictions
or requirements of the depositary. In addition, each pre-release transaction will (i) at all times be fully collateralized
with cash or U.S. government securities, (ii) be terminable by the depositary on not more than five business days' notice
and (iii) be subject to such further indemnities and credit regulations as the depositary deems appropriate.



The depositary may
also, in certain circumstances, deliver common shares prior to the receipt and cancellation of ADSs, provided that the person to
whom such common shares are being delivered represents to the depositary that it is in the process of delivering ADSs for cancellation.
These transactions are commonly referred to as "pre-cancellation transactions." Each pre-cancellation transaction will
be subject to a written agreement between the recipient to whom common shares are to be delivered and the depositary providing
that such recipient (a) represents that it owns the ADSs that are to be delivered by the recipient under such pre-cancellation
transaction, (b) will indicate on its records that the depositary is the owner of such ADSs and agrees to hold such ADSs in
trust for the benefit of the depositary until delivered to it, (c) guarantees to deliver such ADSs to the depositary and (d) agrees
to any additional restrictions or requirements of the depositary. In addition, each pre-cancellation transaction will (i) at
all times be fully collateralized with cash or U.S. government securities, (ii) be terminable by the depositary on not more
than five business days' notice and (iii) be subject to such further indemnities and credit regulations as the depositary
deems appropriate.



The aggregate number
of ADSs involved in pre-release transactions or pre-cancellation transactions at any one time shall not normally be more than 30%
of all outstanding ADSs (excluding those ADSs outstanding as a result of pre-release transactions), provided that
the depositary may change or disregard such limit from time to time as it deems appropriate. The depositary may retain for its
own account any compensation received by it in conjunction with the foregoing.



Taxes



You will be responsible
for the taxes and other governmental charges payable by the custodian or the depositary with respect to the ADSs, ADRs, any deposited
securities or other property represented by the ADSs or any distributions thereon. We, the depositary or the custodian may deduct
from any distribution the taxes and governmental charges payable by holders and may sell any and all property on deposit to pay
the taxes and governmental charges payable by holders. If any tax or governmental charge is required to be withheld on any non-cash
distribution, the depositary may sell the distributed property or securities in such amounts and in such manner as the depositary
deems necessary and practicable to pay such taxes and shall distribute any remaining net proceeds or the balance of such property
or securities to the holders entitled thereto. You will be liable for any deficiency if the sale proceeds do not cover the taxes
that are due.



The depositary may
refuse to effect any registration, registration of transfer, split-up or combination of ADRs or any withdrawal of deposited securities
until all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative
actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to
provide to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary
and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian
and our respective directors, employees, agents and affiliates for any claims with respect to taxes, additions to tax, penalties
or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for you.



Exhibit 2.2 – Page 23





Available Information



The deposit agreement,
the provisions of or governing deposited securities and any written communications from us, which are both received by the custodian
or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities, are available
for inspection by ADS holders at the offices of the depositary.



Governing Law



The deposit agreement
is governed by and shall be construed in accordance with the laws of the State of New York. In the deposit agreement, we have submitted
to the jurisdiction of the courts of the State of New York and appointed an agent for service of process on our behalf.



Registered Capital



An electronic registration
has been issued in the name of the depositary with respect to the ADSs and is maintained by the custodian on behalf of the depositary.
Pursuant to the registration, the custodian and the depositary are able to convert dividends and other distributions with respect
to the common shares represented by ADSs into foreign currency and remit the proceeds outside Brazil. If a holder of ADSs exchanges
such ADSs for common shares, such holder will be entitled to continue to rely on the depositary’s registration for five business
days after such exchange, following which such holder must seek to obtain its own electronic registration with the Central Bank.
Thereafter, any holder of common shares may not be able to convert into foreign currency and remit outside Brazil the proceeds
from the disposition of, or distributions with respect to, such common shares, unless such holder is a duly qualified investor
under Resolution No. 2,689 and obtains its own electronic registration. CMN Resolution No. 4,373 will replace both CMN
Resolution No. 1,927 and CMN Resolution No. 2,689 as of March 30, 2015. Further rules will be issued by CVM and
the Central Bank regulating foreign investments in ADSs, including with regard to the exchange of ADSs for common shares and the
remittance of funds arising from the sale of these common shares.





Exhibit 2.2 – Page 24