1E9Ct5D

Today, consolidations, acquisitions, mergers, association agreements, consortiums and joint venturesmust be notified to CADE. These transactions cannot be consummated prior to CADE's final decisionif at least one of the economic groups involved in the transaction registered gross revenues or a totalbusiness volume in Brazil of at least BRL 750 million in the last fiscal year preceding the transaction,and another economic group involved in the transaction registered gross revenues or a total businessvolume in Brazil of at least BRL 75 million in the last fiscal year preceding the transaction.Law 12,529/2011 also stipulates that association agreements, consortiums and joint ventures createdspecifically for the purpose of participating in public bids are not regarded as economic concentrationfor the purposes of Law 12,529/2011. Consequently, they do not need to be submitted to or approvedby CADE.Moreover, CADE Resolution 02 of May 29, 2012 establishes the criteria for identifying when anacquisition of shares that does not entail a change of control is subject to CADE's clearance. Thefollowing transactions must be notified:(i)Transactions as a result of which the purchaser becomes the major single investor in the targetcompany;(ii)If the investee is not a competitor and is not active in a vertically related market: (a) transactions as aresult of which the purchaser holds, directly or indirectly, 20% or more of the company's total or votingshares; and (b) transactions in which the purchaser already holds 20% or more of the company's totalor voting shares and acquires from a single seller an additional stake of 20% or more of the total orvoting shares; and(iii)If the investee is either a competitor or active in a vertically related market: (a) transactions as a resultof which the purchaser holds, directly or indirectly, 5% or more of the company's total or voting shares;and (b) the last of a series of acquisitions that, individually or together with the others, results in anadditional stake of 5% or more, in case the investor already holds 5% or more of the company's totalor voting shares.CADE's Resolution 02 also defines "economic group" for the purpose of calculating gross revenues.Under this resolution, an "economic group" is: (i) a group of companies under common (internal orexternal) control; and (ii) a group of companies in which any of the companies mentioned in item (i)holds, directly or indirectly, at least 20% of the total or voting shares.9