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Block 01

BELLPART PARTICIPAÇÕES LTDA, with head office at rua Carlos Giesen, nº 1297, 8º andar, sala D, Bairro Exposição, ZIP CODE95084-220, in this city, enrolled in CNPJ (National Registry of Legal Entities) with no. 23,881,539/0001-00, by its administrator of estate, Mr.  PAULO PEDRO BELLINI, brazilian,widower, industrialist, resident and domiciled at Rua Santos Dumont, 1162, apt. 801, in Caxias do Sul - RS, CEP (Zip Code) 95,084-390, enrolled in CPF (Individual Taxpayer Registration Number) with no. 008.123.900-91, holder of the Identity Card RG no. 1009588193.

Representative: PAULO PEDRO BELLINI, qualified above.

Block 02

VATE - PARTICIPAÇÕES E ADMINISTRAÇÃO LTDA., with head office at Rua Carlos Giesen, nº 1297, sala 403, Bairro Exposição, CEP 95084-220, in Caxias do Sul - RS, enrolled in CNPJ (National Registry of Legal Entities) with no. 92.853.571/0001-97, by its legal representative Therezinha LOURDES Comerlato PINTO, Brazilian, widow, shareholder, resident and domiciled at Rua Santos Dumont, 1162, Apt # 501, enrolled in the CPF/MF under n º. 618158020-49 and bearer of a Brazilian ID 3004098211 SSP / RS.

VIVIANE MARIA PINTO BADO, brazilian, married by the total separation of property regime, resident and domiciled in Caxias do Sul, RS, in Rua Placido de Castro, 1,094, Apt 501, ZIP-CODE: 95084-370, Identity Card number 7009867552, CPF No 687066260-68.

Representative: THEREZINHA LOURDES COMERLATO PINTO, qualified above.

Herein referred to as CONTROLLING SHAREHOLDERS, split into 02 blocks, being each led by their REPRESENTATIVES, as indicated above;

and, as INTERVENING AND CONSENTING PARTIES,

MARCOPOLO S.A., with headquarters at Avenida Marcopolo, 280, Bairro Planalto, in the city of Caxias do Sul, RS, CEP (Zip Code) 95.086-200, enrolled in CNPJ (National Registry of Legal Entities) with no. 88.611.835/0001-29, in the position of Intervening and Consenting Party, hereinafter referred to simply as COMPANY;

MONEO INVESTIMENTOS S.A., a holding company, with headquarters at Avenida Marcopolo, 280, room 100, Bairro Planalto, in the city of Caxias do Sul, RS, CEP (Zip Code) 95.086-200, enrolled in CNPJ (National Registry of Legal Entities) with no. 07.125.291/0001-93, in the position of Intervening and Consenting Party, hereinafter referred to simply as HOLDING;

BANCO MONEO S.A., a multiple bank, with head office at Avenida Rio Branco, 4993, room 1, Bairro Ana Rech, in the city of Caxias do Sul, RS, CEP (Zip Code) 95.060-650, enrolled in CNPJ with no. 07.441.209/0001-30, in the position of Intervening and Consenting Party, hereinafter referred to simply as BANK.

CLAUSE ONE – SHARES, RIGHTS AND OTHER SECURITIES

1.1. The common shares issued by the COMPANY, owned by the CONTROLLING SHAREHOLDERS, and hereinafter referred to as SHARES, fully subscribed and paid in, are listed proportionally and in the quantities mentioned in ANNEX 1, which is initialed by the CONTROLLING SHAREHOLDERS and becomes integral part of this AGREEMENT.

1.2. All SHARES mentioned in ANNEX I, owned by the CONTROLLING SHAREHOLDERS, as well as those SHARES that may be added in the future for whatever reason, such as: purchase, subscription, conversion of debentures, deployment or distribution of bonus, donation, loan, or due to a right to subscribe the mentioned SHARES, and the securities ensuring such right, that is, convertible into SHARES, which are deemed equalized to SHARES for this AGREEMENT purposes, should be integral part of this AGREEMENT.

1.2.1. While this AGREEMENT remains in force, all SHARES, by operation of law and pursuant to the Articles of Incorporation of the COMPANY, should:

  1. remain book-entry or registered shares;
  2. have full voting rights;
  3. remain blocked and unavailable, and the COMPANY should refrain from any transfers or assignments non-conforming to this AGREEMENT provisions.

1.2.2. The SHARES cannot be under custody, as per articles 41 and 42 of the Law no. 6,404/76, with the amendments introduced by Laws nos. 9457/97 and 10,303/01.

1.2.3. The CONTROLLING SHAREHOLDERS cannot, either directly or indirectly, nor even through a person interposed or in any other way whatsoever, keep own SHARES (common shares issued by the COMPANY), not even through legal entities that they control, without informing the other CONTROLLING SHAREHOLDERS, so that these individuals become members of the controlling group, and consequently, that their shares may be included in ANNEX I to this AGREEMENT.

1.3. In case the CONTROLLING SHAREHOLDERS are, either directly or indirectly, owners of Debentures Convertible into Shares - DCA and subscription bonds for shares issued by the COMPANY, in order to exercise voting rights in Meetings and the right of first refusal to acquire the mentioned securities when any CONTROLLING SHAREHOLDER intends to dispose of them, the provisions contained in this AGREEMENT should be observed and complied with, since for all ends and effects, the DCA and the Subscription Bonds of Shares are equalized to SHARES.

1.4. The CONTROLLING SHAREHOLDERS undertake to keep their own SHARES proportional, according to ANNEX I, during the effectiveness of this AGREEMENT, except for the rights ensured to the CONTROLLING SHAREHOLDERS contained in clause two.
Whenever third parties offer SHARES to any CONTROLLING SHAREHOLDER, the latter must have the right of first refusal ensured to purchase the offered SHARES, pro rata their ownership according to this AGREEMENT, as per ANNEX I.

1.4.1. The SHARES received by any CONTROLLING SHAREHOLDER through a donation should be also offered to the other CONTROLLING SHAREHOLDERS by the donating CONTROLLING SHAREHOLDER, within 15 days from the date of transfer of the SHARES, who will be entitled to acquire a portion of them, pro rata their ownership pursuant to this AGREEMENT, observing the method, terms and payment conditions set forth in Clause Two.

The donations mentioned in sub-item 2.12.1 are not encompassed by this provision, and can be freely performed by the donor without being offered to the other CONTROLLING SHAREHOLDERS, conforming to sub-item 2.21. in this AGREEMENT.

CLAUSE TWO – RIGHT OF FIRST REFUSAL

2.1. The SHARES cannot, either directly or indirectly, be sold, assigned or transferred, or in any other way disposed of or promised to be disposed of, without previously granting the right of first refusal under equal conditions, to the other CONTROLLING SHAREHOLDERS.

2.2. Conforming to item 2.21, the CONTROLLING SHAREHOLDER that wishes to sell, assign, transfer or promise to sell all or some of his/her SHARES, must, after approval of the Brazilian Central Bank, communicate such fact to the other CONTROLLING SHAREHOLDERS in writing, always under irrevocable and non-negotiable conditions, and without any repentance, as provided in Clause Thirteen – COMMUNICATIONS, together with the sale offer, which must contain the number of SHARES, the price and payment conditions, conforming to the maximum limits set forth in items 2.7 and 2.8, of this clause. In case of a purchase offer from third parties, a copy of which should be enclosed to the communication forwarded by the offering CONTROLLING SHAREHOLDER, and should mention the number of SHARES, the price and payment conditions, the  controlling shareholder may choose for the proposal best suits between that from the offerer controlling shareholder and from third parties.

2.3. The other CONTROLLING SHAREHOLDERS will have 60 days, from the receipt of such communication, to manifest on the acquisition or not of the offered SHARES, in full or partially, as well as to inform their interest in a possible pro rata apportionment of the remaining ones, as per item 2.5.

2.4. Elapsed the 60-day term mentioned in item 2.3. above without any express manifestation of interest on the part of the other CONTROLLING SHAREHOLDERS, the CONTROLLING SHAREHOLDER interested in the disposal will be free to proceed with it, selling them to third parties, for a price and payment conditions not lower than the offer of the other CONTROLLING SHAREHOLDERS, within the immediately following 60 days. Elapsed this term, he/she should renew the offer made to the other CONTROLLING SHAREHOLDERS in case the disposal did not materialize.

2.5. The entitlement to use the right of first refusal, pro rata the owned SHARES bound to this AGREEMENT, and without computing the offering CONTROLLING SHAREHOLDER´s ones, should be ensured to the other CONTROLLING SHAREHOLDERS. In case any CONTROLLING SHAREHOLDER, to whom the offer was addressed, does not manifest interest in acquiring them, the other CONTROLLING SHAREHOLDERS that have indicated such intention as per item 2.3, will have their right of first refusal guaranteed to acquire the verified remaining shares, divided pro rata, always under the same conditions of price and payment term.
If the other CONTROLLING SHAREHOLDERS do not want to use the right of first refusal ensured hereby, the offering CONTROLLING SHAREHOLDER can sell such remaining shares to third parties, undertaking to renew the offer to the other CONTROLLING SHAREHOLDERS in case the disposal does not occur within the 60 (sixty) immediately subsequent days.

2.6. The CONTROLLING SHAREHOLDERS that use their right of first refusal will be obliged to acquire the SHARES that have been offered to them, subject to the conditions of the received offer, within 30 days from the date when the offering CONTROLLING SHAREHOLDER received the communication from the CONTROLLING SHAREHOLDERS manifesting their interest to exercise the right of first refusal.

2.7. The price of each share to be determined by the offering CONTROLLING SHAREHOLDER for the sale of his/her SHARES to the other CONTROLLING SHAREHOLDERS, shall not, under any hypothesis, be lower than the entry-book share value, found in the last quarterly balance performed by the COMPANY, and not lower than the weighed measured price of the common shares and the weighed mean price of preferred shares issued by the COMPANY, prevailing the highest between the two types of shares, negotiated in the last 30 trading of BM&FBOVESPA (Stock Exchange of São Paulo), during which common shares and preferred shares issued by the COMPANY were negotiated, of the communication of the offering CONTROLLING SHAREHOLDER, and the highest price between the book value and the highest weighed mean price for common shares, and the weighed mean price for preferred shares practiced by BM&FBOVESPA.

2.7.1. If the quarterly balance is not usually performed by the COMPANY, a special balance shall be performed on the last day of the month, in which the CONTROLLING SHAREHOLDERS received the communication from the offering CONTROLLING SHAREHOLDER, if another audited balance has not been performed by the COMPANY for the last three months.

2.8. The payment of the price of the SHARES, object of such disposal, can be made by the acquiring CONTROLLING SHAREHOLDERS in 12 monthly, equal and consecutive installments, from the date of the actual transfer of the SHARES, indexed according to the highest inflation rate computed by the Federal Government, added with financial charges, which, in any case, shall not be higher than the levels practiced by the financial market in such applications. The indexation and financial charges will be calculated and computed from the balance date or from the last trading that was a calculation base for the price of the SHARES, as mentioned in item 2.7, up to the date of the actual payment.

2.8.1. In case of default in the payment of installments, besides indexation, the CONTROLLING SHAREHOLDER in default should pay interests at the same levels practiced by the financial market when taking funds from commercial Banks, besides a 2% fine, calculated only on all additions agreed upon, without prejudice to the creditor CONTROLLING SHAREHOLER right to charge its credit in court.

2.9. All negotiated SHARES will remain unavailable at the COMPANY Shareholders´ Service Department up to their full payment, and cannot be subject to a new dealing, while the mentioned payment is pending.

2.10 The CONTROLLING SHAREHOLDER that wishes to donate, lend, encumber or check to pay in the capital of another company, all or any of his/her SHARES, must obtain the prior written consent of the other CONTROLLING SHAREHOLDERS, conforming to the provision in item 2.21 of this AGREEMENT.

2.11 The SHARES that were assigned, disposed of, and/or in any other way transferred to any member of another BLOCK will become integral part of the assignee CONTROLLING SHAREHOLDER BLOCK.

2.12 Upon approval of the Brazilian Central Bank, the CONTROLLING SHAREHOLDERS can proceed with any transfers of SHARES or subscription rights to companies belonging to the same corporate group, understood as those subject to the corporate control of the CONTROLLING SHAREHOLDER or REPRESENTATIVE of the BLOCK, as well as among CONTROLLING SHAREHOLDERS belonging to the same BLOCK, without any restriction or limitation, and can be performed at any time, provided that, however, the other conditions set forth herein are complied with, especially the provision in item 2.14, and the duty to inform the other CONTROLLING SHAREHOLDERS, at least, 15 days before the transfer date, in order to adopt all the pertinent measures and steps.

2.12.1. Likewise, the CONTROLLING SHAREHOLDERS can donate shares to their spouses and children upon prior notice to the other CONTROLLING SHAREHOLDERS, conforming to the provision in item 2.21 of this AGREEMENT. However, the donor should keep its full ownership of, at least, 5% (five per cent) of the total number of SHARES that are integral part of this AGREEMENT. The donees that will be parties to this AGREEMENT shall be members of the same BLOCK of the donor, who must continue occupying the position of Representative of the pertinent BLOCK.

2.13 For the ends of exercising the right of first refusal provided for in this clause, the direct or indirect disposal of the control of any CONTROLLING SHAREHOLDER that is a legal entity, or the direct or indirect disposal of the control of a company that participates in the capital of any CONTROLLING SHAREHOLDER that is a legal entity is equalized to the disposal of SHARES.

2.14 It is a prior and required condition for the transfer of any SHARES regulated by this clause, observing the provision in item 2.21 of this Clause, that the purchaser, assignee or donee undertake, in writing, the obligations of the transferring CONTROLLING SHAREHOLDER, arising from this AGREEMENT.

2.15 The widower entitled to one half of the estate or the heirs of the CONTROLLING SHAREHOLER, individual, or of the CONTROLLING SHAREHOLER legal entity, in "causa mortis" succession, at the discretion of the remaining CONTROLLING SHAREHOLDERS may be accepted to participate in this AGREEMENT, conforming always to the provision in item 2.21. In case, pursuant to a decision of the remaining CONTROLLING SHAREHOLDERS, all or some of them are not accepted as parties to this AGREEMENT, the former must acquire or cause the acquisition by third parties of the SHARES belonging to those that were not accepted, for the price and under the payment conditions mentioned in items 2.7 and 2.8. of this instrument, if the unaccepted widower and heirs thus wish.

2.15.1. The "causa mortis" successors of the CONTROLLING SHAREHOLDER, individual, together with the legal representative of the CONTROLLING SHAREHOLDER, legal entity, after the transit in rem judicatam of the decision that homologated the apportionment of properties left by the "de cujus", whenever the SHARES are apportioned to more than one successor, should appoint a new BLOCK REPRESENTATIVE, who will be chosen from among themselves. Conforming to the provision in item 2.21 of this AGREEMENT, the successors will remain belonging to the same BLOCK OF THE REPRESENTATIVE or of the deceased CONTROLLING SHAREHOLDER.

2.16 In case of incorporation, split or merger of a CONTROLLING SHAREHOLDER, legal entity, or of "causa mortis" succession of a CONTROLLING SHAREHOLDER, individual, and/or of direct or indirect controlling companies of the CONTROLLING SHAREHOLDERS, legal entities, the rights and obligations arising from this AGREEMENT will be automatically extended to their successors and heirs, regardless their manifestation, after being approved by BCB (Brazilian Central Bank).

2.17 The SHARES issued by the COMPANY, owned by the CONTROLLING SHAREHOLDERS, cannot be borrowed, pledged, encumbered, given in a fiduciary sale or granted as any other guarantee, without the prior and express approval of all the other CONTROLLING SHAREHOLDERS.

2.18 The right of first refusal to subscribe new SHARES and/or any other securities issued by the COMPANY, which ensure the right to subscribe SHARES or that are convertible into SHARES, cannot be assigned, disposed of, or in any other way transferred, without the prior and express consent of the other CONTROLLING SHAREHOLDERS.
The CONTROLLING SHAREHOLDER that does not want to exercise the right of first refusal should, up to the 10th day of the preference period, assign such right to other CONTROLLING SHAREHOLDERS, who will be entitled, pro rata their SHARES, to exercise it upon the payment of the weighed mean price found based on negotiations of such rights in the Stock Exchange of São Paulo, or for the price that the parties mutually agreed upon, if the right of first refusal is not being quoted in the Stock Exchange.

2.19 The disposal to third parties of all SHARES issued by the COMPANY, bound to this AGREEMENT, will take place only upon the unanimous decision of the CONTROLLING SHAREHOLDERS, and after approval of BCB (Brazilian Central Bank). Once the dealing is approved, the disposal will encompass all SHARES bound to this AGREEMENT.

2.20 No transfer of SHARES or encumbrance will be valid if carried out in disagreement with this clause provision, and the COMPANY should abstain from recording them, with the breaching party being liable for losses and damages and for the payment of a fine, which is hereby set at 10% on the operation amount.

2.21. Any legal business that may imply in a transfer of the controlling interest of the COMPANY should be previously approved by the Brazilian Central Bank.

CLAUSE THREE – MEETINGS AND PRIOR MEETINGS

3.1. The CONTROLLING SHAREHOLDERS´ MEETINGS will be installed with the attendance of CONTROLLING SHAREHOLDERS representing, at least, the majority of SHARES bound to this AGREEMENT, always conforming to this Clause Three.

3.1.1. The meetings will be chaired by the representative of BLOCK 01, and the representative of BLOCK 02 will act as secretary.

3.2. The CONTROLLING SHAREHOLDERS´ MEETINGS should be called in writing by any REPRESENTATIVE, specifying the agenda, via electronic mail, facsimile, registered letter or letter with receipt acknowledgment (AR), sent, at least, 15 days in advance. The meeting attended by all CONTROLLING SHAREHOLDERS does not require to be called.

3.2.1. Except if otherwise agreed upon by the parties, the meetings will be held at Avenida Marcopolo, 280, Bairro Planalto, in Caxias do Sul, RS, at 10 o´clock a.m.

3.3. Minutes will be recorded for each meeting, containing the decisions made by the CONTROLLING SHAREHOLDERS and the steps or measures to be adopted.

The minutes of all meetings, including of prior meetings will be recorded in four counterparts, which after being signed by the attendees, will be delivered to each REPRESENTATIVE of a BLOCK, and one counterpart will be filed at the COMPANY headquarters.

3.4. All decisions, including those of prior meetings, should be made by the majority of SHARES that are integral part of this AGREEMENT, that is, 50% plus one, and each SHARE will be entitled to one vote in the meetings associated to this AGREEMENT.

3.5. Before each General Meeting of the COMPANY, a prior meeting should be held to discuss each matter included in the agenda of the general meetings, conforming to the rules contained in this Clause Three.

3.5.1. The prior meetings should be held, at least, five (5) business days before the pertinent general meeting is held.

3.6. The signatories of this AGREEMENT, identified in the recitals, state, according to Article 116 of the Law no. 6,404/76, that they are controlling shareholders of company MARCOPOLO S.A. and undertake, as decided in prior meetings, to vote uniformly and permanently all matters for which the General Meeting is competent, and through the Management Members and Directors elected as per this AGREEMENT, to vote uniformly matters under the Board of Directors´ and Management´s assignment, and also undertake to elect the majority of managers, to conduct the corporate activities and guide the management bodies of the COMPANY.

Likewise, the COMPANY, in the position of controlling company of the holding MONEO INVESTIMENTOS S.A., and the latter, in the position of controlling company of the BANK, undertake to vote uniformly and permanently all matters under the competence of the General Meetings of such HOLDING and BANK, and to elect the majority of their managers, to conduct the corporate activities and guide the HOLDING and BANK management bodies.

CLAUSE FOUR: EXERCISE OF VOTING RIGHTS IN GENERAL MEETINGS OF THE COMPANY.

4.1. The CONTROLLING SHAREHOLDERS will exercise their voting rights, having in mind the interests of the COMPANY, of their controlled companies and subsidiaries.

4.2. The CONTROLLING SHAREHOLDERS must attend or be represented in the General Shareholders´ Meetings of the COMPANY, as per sub-item 4.2.1 below, in order to ensure the required "quorum" for their installation, and will exercise their voting rights always conforming to the deliberations as per Clause Three.

4.2.1. The CONTROLLING SHAREHOLDER can be represented in the General Shareholders´ Meetings of the COMPANY only by an attorney-in-fact, if the vote is provided for in the power of attorney, according to the decision of the prior meeting and with reservation of powers.

CLAUSE FIVE – MANAGEMENT OF THE COMPANY

5.1. BOARD OF DIRECTORS

5.1.1. The appointment for the Board of Directors will be incident on people, who fulfill, cumulative and necessarily, among others, the following requirements:

  1. Be older than 30 years and younger than 75, at the election date;
  2. Evidence management and/or professional qualification;
  3. Proven experience of, at least, 05 years in the management of companies.

5.2. EXECUTIVE BOARD

5.2.1. The appointment for the Executive Board shall be incident on individuals with acknowledged rectitude and repute, faultless behavior and who fulfill, among others, the following requirements:

  1. Be older than 30 years and younger than 65, at the election date;
  2. Evidence technical and professional qualification; and
  3. Proven experience of, at least, 05 years in the management of companies.

5.3. The controlling shareholder during the term of this agreement undertake to maintain Mr. Pedro Paulo Bellini in his current position on the Executive Committee of the COMPANY.

CLAUSE SIX – COMPANY POLICIES

6.1. The CONTROLLING SHAREHOLDERS set forth and undertake to observe and require the compliance with the following policies of the COMPANY:

  1. Regard human beings as the most important asset and crucial sources for the company development.
  2. Consider the customer as the most important element in the business.
  3. Keep an outstanding share in domestic and foreign markets.
  4. Keep the quality and productivity with the best market rates.
  5. Develop advanced market, product and industrialization-oriented technology.
  6. Keep suppliers that meet honesty, warranty, quality and price standards.
  7. Promote the company to the community and society, participating in their development.
  8. Care for the compliance with rights and obligations.
  9. Be flexible towards framework changes.
  10. Consider the profit as a significant issue to make decisions, and the market as the driving force.
  11. Ensure that, only the Board of Directors, the Executive Committee and other Committees created or that may be created by the Board of Directors, are the single bodies competent to control the COMPANY officers, and the officers of its controlling and/or affiliated companies, and that eventual suggestions and matters should be addressed to such bodies, conforming to each one´s capacity.
CLAUSE SEVEN – SPECIFIC PERFORMANCE

7.1. The non-compliance with any clause or condition of this AGREEMENT will grant to the damaged CONTROLLING SHAREHOLDER the right to claim in court the compliance with such obligation, as per Law no. 6,404/76 (3rd §, article 118).

CLAUSE EIGHT – AUTOMATIC EXCLUSION

8.1. The CONTROLLING SHAREHOLDERS, members of a same BLOCK, which jointly have the number of SHARES decreased to less than 5% of the total SHARES belonging to all CONTROLLING SHAREHOLDERS that are parties to this AGREEMENT, will be withdrawn, for all ends and effects of this instrument, if the other CONTROLLING SHAREHOLDERS thus decide, observing the provision in item 2.21 of this AGREEMENT. Consequently, the rights and obligations of the mentioned CONTROLLING SHAREHOLDER and of the pertinent BLOCK, arising from this AGREEMENT, shall cease, and the other CONTROLLING SHAREHOLDERS undertake to acquire and the CONTROLLING SHAREHOLDER undertakes to sell such SHARES for the price and under the payment conditions provided for in items 2.7 and 2.8.

CLAUSE NINE - REPRESENTATION

9.1. The CONTROLLING SHAREHOLDERS represent and state, for all legal, criminal and civil ends, that no impediment to execute this AGREEMENT exists.

CLAUSE TEN – DURATION

10.1. This AGREEMENT shall become effective on this date and will expire on March 31, 2016, or when the inventory of the property left by the death of Valter Antonio Gomes Pinto and Maria Celia Festugatto Bellini were, finished,  whichever is earlier.

CLAUSE ELEVEN – PREVIOUS SHAREHOLDERS AGREEMENTS

11.1. This AGREEMENT is the single one and supersedes any other one that has not been submitted to the Brazilian Central Bank review, especially the Shareholders´ Agreements executed by the signatories of this one on May 30, 1985, on July 25, 1997, on March 31, 2005, on March 31, 2010, and on March 31, 2014 and further amendments, which are hereby expressly revoked and replaced by this AGREEMENT.

CLAUSE TWELVE - COMMUNICATIONS

12.1. All and any communication or notice related to this AGREEMENT shall be always made in writing to the address of the CONTROLLING SHAREHOLDER or Representative of the BLOCK indicated in these instrument recitals upon docket or Receipt Acknowledgment.

CLAUSE THIRTEEN - SUCCESSORS

13.1. The heirs and successors of the CONTROLLING SHAREHOLDERS, that become parties to this AGREEMENT, should comply with all provisions contained herein.

CLAUSE FOURTEEN - REGISTRATION

14.1. For its compulsory effectiveness, this AGREEMENT will be filed at the COMPANY headquarters, as well as at the HOLDING and at the BANK headquarters.

14.1.1. This AGREEMENT will be registered with the financial institution, depository of the SHARES, so that its provisions may be observed and complied with.

CLAUSE FIFTEEN - JURISDICTION

15.1. The SHAREHOLDERS elect the jurisdiction of the city of Caxias do Sul – State of Rio Grande do Sul, to settle any dispute that may arise from this AGREEMENT.

CLAUSE SIXTEEN – INTERIM PROVISION

16.1. Taking into account that this amendment to the AGREEMENT will be forwarded to the Brazilian Central Bank, the signatory shareholders of this instrument undertake to abide by and comply with eventual demands and/or requirements of federal laws and/or with the rules of the Brazilian Central Bank. Anyway, all provisions, items and clauses of this AGREEMENT, which do not conflict with any federal law and/or with BCB rules shall be deemed valid and will be complied with by the parties.

In witness whereof the SHAREHOLDERS execute this AGREEMENT in 06 counterparts, with the same content and form, together with the witnesses below.

Caxias do Sul, March 31, 2016.

BLOCK 01

p/BELLAPRT PARTICIP. LTDA.                     
_____________________________ 
PAULO PEDRO BELLINI 


BLOCK 02

p/VATE – PART. E ADMIN. LTDA.

_____________________________            _____________________________

Therezinha Lourdes Comerlato Pinto            VIVIANE MARIA PINTO BADO

         

__________________   _________________ 

MARCOPOLO S.A. 

___________________   _________________ 
MONEO INVESTIMENTOS S.A. 

___________________   _________________ 
BANCO MONEO S.A. 


Witnesses 

______________________ 

______________________

ANNEX I

TO THE SHAREHOLDERS´ AGREEMENT EXECUTED ON MAR 31, 2016 

SHAREHOLDERS COMMON STOCK COMMON STOCK ISSUED BY THE COMPANY % ON STOCKS BOUND TO THE AGREEMENT
BLOCK 01      
BELLAPRT PARTICIP. LTDA. 151,954,920 44,4799 78.1490
TOTAL BLOCK 01 151,954,920 44.4799 78.1490
BLOCK 02
VATE - Partic. Adm. Ltda.
10,324,220 3.0221 5.3096
Viviane Maria Pinto Bado 32,163,544 9.4148 16.5414
BLOCK 02 TOTAL 42,487,764 12.4369 21.8510
BLOCKS 01 AND 02 TOTAL 194,442,684 56.9168 100.00
GENERAL TOTAL NUMBER OF COMMON STOCK 341,625,744 100.00  
Last updated on 2016-05-05T17:06:49