BANKING AND FINANCE EXPERIENCE DERIVATIVES FINANCING TRANSACTIONS BANKING REGULATORY AND FOREIGN EXCHANGE CONTROLS

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1 BANKING AND FINANCE

2 BANKING AND FINANCE FINANCING TRANSACTIONS We advise local and international financial institutions, development banks, multilateral institutions and Brazilian and international companies in all forms of domestic and international banking and finance transactions, structured security packages and other highly structured transactions. Our team has specific experience in trade finance transactions, such as pre export finance, including with respect to all relevant foreign exchange and regulatory matters, and structuring security packages generally used in this type of financing, including rural pledge, industrial pledge and collateral over land, receivables and other assets. We also actively advise clients in all Brazilian-law related matters in international transactions involving Brazilian companies, as guarantors or security providers, of credit facilities obtained by its controlling entities abroad. We participate in the structuring and negotiation of credit insurances and other forms of credit support, including CPG-type transactions involving the Banco Nacional de Desenvolvimento Econômico e Social BNDES. Our banking and finance team also works closely together with our M&A and corporate reorganization teams in advising clients in several other types of transactions involving a financing component, such as acquisition financings, DIP financings in the context workouts and restructuring plans, mezzanine financings and leveraged buyouts. DERIVATIVES Our banking and finance department has specific knowledge and experience in derivative agreements, whether in structuring and negotiation of specific transactions or drafting global derivative agreements (Contratos Globais de Derivativos CGD) templates. Our practice includes derivatives based on several assets, including shares, commodities or financial and foreign exchange rates. BANKING REGULATORY AND FOREIGN EXCHANGE CONTROLS In addition to our transactional work, we also advise domestic and foreign financial institutions on a wide range of regulatory matters including foreign exchange controls and registration requirements, permanent establishment requirements, reserve and compulsory deposits requirements, internal compliance requirements involving suitability and KYC issues, information sharing and banking secrecy rules, anti-money laundering requirements, among other matters. Our lawyers also have broad experience in dealing with the Brazilian Central Bank and other financial governmental authorities in the context of formal clarification requests, registration requests and other administrative proceedings. EXPERIENCE IFC DAYCOVAL we advised the IFC in a US$265 million loan to Banco Daycoval. The proceeds of the Loan shall be used to finance the growth of Banco Daycoval's credit portfolio in the least developed areas of northern, northeastern and mid-western Brazil. IFC MINERVA we advised Minerva Foods, a leading Brazilian meatpacker, in a structured transaction with the IFC, involving loans of R$ 140 million and the IFC s acquisition of an equity stake in Minerva through an auction on the stock exchange. OPIC ST. MARCHE we advised St. Marche, a Brazilian supermarket chain, in a structured financing transaction with OPIC (Overseas Private Investment Corporation), involving a complex security package with operating assets and credit card receivables. EBX we acted as special Brazilian counsel to AUX Luxembourg S.à r.l. in several refinancings with Banco Itaú and Banco Bradesco. DEUTSCHE BANK- we advised Deutsche Bank in the renegotiation and extension of a Master Rental Agreement entered into with OCV Capivari Fibras de Vidro (a Brazilian fiberglass producer) in the context of the purchase by Deutsche Bank of metals (platinum and rhodium) used in the production of fiberglass. OSX we acted as special Brazilian counsel to Credit Suisse Brazil (Bahamas) Limited and Banco de Investimentos Credit Suisse (Brasil) S.A. in connection with a refinancing by OSX Leasing Group B.V. RIO OLYMPIC GAMES we advised Caixa Econômica Federal in the R$ 1.3 billion financing for the development of the Parque Olímpico, the main site for the 2016 Olympic Games in Rio de Janeiro.

3 ELETROBRAS we advised Banco do Brasil and Caixa Econômica Federal in the R$ 6.5 billion loan facility to Eletrobras, secured by the Brazilian Treasury with receivables from Itaipu hydroelctrical plant. FIFA WORLD CUP ARENA we advised Caixa Econômica Federal in the R$ 400 million financing for the construction and management of the Arena Itaquera, in São Paulo, which will host the opening match of the competition. TORRES we advised a group of lenders led by Banco Santander in a project finance transaction involving the acquisition by a special purpose company held by a private equity fund of the use rights of 2,113 towers and telecommunications roof tops for at least 20 years from Oi S.A. and Telemar Norte Leste S.A., involving approximately R$ 450 million in debt and over R$ 180 million in equity. BR TOWERS SPE3 we advised the syndicate of banks formed by Banco Santander, Banco Votorantim and HSBC Brasil in the issuance and acquisition of debentures issued by BR Towers SPE3, SPE GP Holdings, to acquire the rights to use of 2,113 of telecommunications towers and roof tops from Oi S.A. and Telemar Norte Leste S.A. OI we advised Santander in a highly structured finance transaction sponsored by Brazilian telecoms company Oi, involving an investment in preferred stock of a special purpose vehicle in the amount of R$ 400 million. SANTHER we advised Santher (a manufacturer of special types of paper) in a senior secured export prepayment deal of US$ 30 million with Deutsche Bank. FINANCING OF BAHIA SPECIALITY CELLULOSE we advised the syndicate of banks formed by Mizuho, Santander, ABN Amro, Itaú BBA e WestLB in the senior secured trade related facility agreement regarding certain export prepayment transactions of Bahia Specialty Cellulose, in the amount of US$ 500 million. RODENSTOCK BRASIL we advised the Royal Bank of Scotland in the financing of Rodenstock group in the amount of EUR$ 345 million which included the pledging of quotas and other assets of Rodenstock group s subsidiaries in Brasil. MARINA DA GLORIA we advised one of the shareholders of Marina da Gloria in the R$ 60 million financing for the development of the Marina da Gloria, in Rio de Janeiro. BR-153 we advised Galvão Engenharia in the R$ 85 million financing for the construction and development of the BR-153 toll road. TOWERS VIVO we advised ART investment fund in the financing for the construction of towers and telecommunications roof tops to be used by Vivo. ITAÚ BBA financing facilities we advised Itau BBA in the structuring and implementation of a series of 22 financing facilities structured in the form of bank credit notes (cédulas de credito bancário) issued by different borrowers which backed securitization transactions implemented with the issuance of certificates of real estate receivables (certificados de recebíveis imobiliários) in the total amount of R$ 1,04 billion. KODAK we advised the syndicate of banks led by HSBC Bank plc in a multicurrency revolving facility financing in the amount of USD$ 60 million to Kodak group which included the pledging of the quotas and receivables of two Brazilian subsidiaries of Kodak group and guarantees granted by such subsidiaries. ULLINK we advised the group of lenders formed by Intermediate Capital Managers, Hayfin Capital Luxco 3 S.à.r.l., the Governor and Company of the Bank of Ireland and HSBC France S.A. in a finance facility in the amount of USD$125 million to Ullink group which involved the pledging of shares, financial assets under custody in Brazil, receivables, insurance indemnity payments and the granting of guarantee of a Brazilian subsidiary of Ullink group. DARLING we advised the syndicate of banks led by JPMorgan Chase Bank N.A. in a financing facility in the amount of USD$ 1 billion to Darling International for its cross-border acquisition of Vion group, which included a complex security package involving the assets of the target company and guarantors in several jurisdictions. COCKETT MARINE we advised Cockett Marine Pte Ltd. in a borrowing base transaction in the amount of USD$ 135 million with ABN Amro Bank N.V., BNP Paribas, HSBC plc and Bank Artesia Nederland N.V.

4 Coordinating Partners Coordinating Partners Guilherme Forbes Project Finance; Infrastructure; Mergers Acquisitions; ; Regulated Industries; Public Law; Power; Oil & Gas; Concessions and PPPs São Paulo (USP) Masters in Laws Degree (LL.M.) from the London School of Economics Member of the Brazilian Bar Association. Guilherme has been working for over 15 years in financial and corporate transactions involving companies and assets in infrastructure, industrial and real estate sectors. Guilherme was an international associate at Dewey Ballantine LLP in New York. Guilherme is recognized by Chambers and Partners as one of the leading lawyers in Brazil in the fields of Project Finance and Energy and Natural Resources, having been described by the publication as one of the few people who can build a project from scratch" Clients highlight him for his dynamic approach and ability to handle complex corporate operations in the energy sector and further lauded for his experience in highly complex deals. (Chambers Global 2015 and Chambers Latin Guilherme is recognized by International Financial Law Review (IFLR 1000) Energy and Infrastructure 2015 Guide as a leading lawyer in Banking, Corporate and M&A, Energy and infrastructure, Project development and Project Finance. He is also listed as a standout practitioner in Project Finance in Who's Who Legal Brazil The Legal 500 also listed Guilherme as leading lawyer in Projects and Infrastructure and recommends him in Banking and Finance and Projects and Infrastructure. (The Legal ). Guilherme is in the "LACCA Approved" list of recommended lawyers for 2015, voted by in-house counsel in Latin America, as one of the best Banking & Finance lawyers to work with. Paulo Padis ppadis@stoccheforbes.com.br Portuguese, English and Spanish Infrastructure; Project Finance; Mergers and Acquisitions; ; Regulated Industries; Public Law; Power; Oil & Gas; Concessions and PPPs São Paulo (USP) Masters in Laws Degree (LL.M.) from the London School of Economics Member of the Brazilian Bar Association. Paulo has been working for over 15 years in financial and corporate transactions involving companies and assets in infrastructure, industrial and real estate sectors. Paulo was and an international associate at Mayer Brown LLP in Chicago and New York. Paulo is recognized by Chambers and Partners as one of the leading lawyers in Brazil in the field of Project Finance, having been referred to by their clients as a superior technical knowledge and commercial skills, and unequalled powers of persuasion and "easy to work with" (Chambers Global end Chambers Latin America). Paulo is recognized by International Financial Law Review (IFLR 1000) Energy and Infrastructure 2015 Guide as a leading lawyer in Banking, Corporate and M&A, Energy and infrastructure, Project development and Project Finance. The Legal 500 also recommends Paulo in. (The Legal 500 Latin Paulo is in the "LACCA Approved" list of in-house counsel in Latin America, as one of the best Banking & Finance lawyers to work with. Henrique Bonjardim Filizzola hfilizzola@stoccheforbes.com.br Capital Markets; ; Securitization; Pontifícia Universidade Católica de São Paulo (PUC-SP) Masters in Laws Degree (latu sensu) in Contractual Law from Pontifícia Universidade Católica de São Paulo (PUC-SP) Masters in Laws Degree (LL.M.) from Durham University Law School (England) Member of the Brazilian Bar Association. Henrique has been working for over 15 years in capital markets, structured finance and corporate transactions, securitization and mergers and acquisitions, including several cross border transactions. Henrique was an international associate at Mayer Brown LLP in Chicago, and currently is a member of the BM&F BOVESPA Fixed Income Capital Markets Committee. Henrique is recognized by Chambers and Partners as one of the main active lawyers in Brazil in the Capital Markets areas, having been referred to by their clients that he is a "pragmatic problem solver who gets things done." (Chambers Global 2015 and Chambers Latin He is also listed as a standout practitioner in Capital Markets area in Who's Who Legal Brazil 2014, having been referred to as "focused and highly experienced capital markets practitioner. He is known to combine technical ability and commercial awareness to great effect". Henrique is also listed as one of the most admired attorneys in Brazil by the publication Análise Advocacia 500. The Legal 500 also recommends Henrique in and Capital Markets. (The Legal 500 Latin Henrique is in the "LACCA Approved" list of in-house counsel in Latin America, as one of the best Capital Markets lawyers to work with. Marcos Canecchio Ribeiro mribeiro@stoccheforbes.com.br Portuguese, English and French Capital Markets Securitization Bachelor of Laws Degree (LL.B) from São Paulo (USP) Masters in Laws Degree from Faculdade de Direito da Universidade de São Paulo (USP) Masters in Laws Degree (LL.M.) from University of Chicago Law School Member of the Brazilian Bar Association. Marcos has been working for over 15 years in capital markets transactions (including public offerings of debt and equity securities and quotas of investment funds), structured finance transactions, securitizations as well as in several mergers and acquisitions in both local and international markets. Marcos was an international associate at Becker, Glynn, Muffly, Chassin & Hosinski LLP in New York. Marcos is in the "LACCA Approved" list of in-house counsel in Latin America, as one of the best Banking & Finance lawyers to work with. The Legal 500 also recommends Marcos in and Capital Markets. (The Legal 500 Latin Miriam Signor msignor@stoccheforbes.com.br Practice: Project Finance Infrastructure Corporate Law Regulated Industries Public Law Power Oil & Gas Concessions and PPPs Bachelor of Laws Degree (LL.B) from Pontifícia Universidade Católica de São Paulo (PUC-SP) Postgraduate Degree in Securities Law and Capital Markets from Faculdade de Direito da Universidade de São Paulo (USP) Masters in Laws Degree (LL.M.) from New York University School of Law Member of the Brazilian Bar Association. Miriam has been working for over 15 years in financial and corporate transactions involving companies and assets in infrastructure, industrial and real estate sectors. Miriam is recognized by International Financial Law Review (IFLR 1000) Energy and Infrastructure 2015 Guide as a leading lawyer in Banking, Corporate and M&A, Project development and Project Finance. Frederico Moura fmoura@stoccheforbes.com.br Portuguese, English and Spanish Capital Markets Project Finance Pontifícia Universidade Católica do Rio de Janeiro (PUC-RJ) Masters in Laws Degree (LL.M.) from University of Chicago Member of the Brazilian Bar Association. Frederico has been working for almost 15 years in banking and finance, capital markets, mergers and acquisitions, debt restructurings, and project finance transactions. Frederico was an international associate of Proskauer Rose LLP in New York and of Bofill Mir & Alvarez Jana, in Santiago - Chile. Frederico was recommended by International Financial Law Review (IFLR 1000) Energy and Infrastructure 2015 Guide as a leading lawyer in Banking and Finance, Corporate and M&A, Energy and Infrastructure, Project development and Project Finance. The Legal 500 also recommends Frederico in Capital Markets. (The Legal 500 Latin

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