Private Instrument of Amendment to Stockholders` Agreement

(A free translation of the original in Portuguese)
PRIVATE INSTRUMENT OF AMENDMENT TO
STOCKHOLDERS’ AGREEMENT
By this private instrument, the Parties:
ALEXANDRE G. BARTELLE PARTICIPAÇÕES S.A., a corporation with head office at Av. Pedro Grendene
131, Suite 10,
95180-000 Farroupilha, Rio Grande do Sul, registered in the CNPJ under No.
04.819.746/0001-82, herein represented in accordance with its by-laws ("AGBPAR");
VERONA NEGÓCIOS E PARTICIPAÇÕES S.A., a corporation with head office at Av. Pedro Grendene 131,
Suite 15, Volta Grande, 95180-000 Farroupilha, Rio Grande do Sul, registered in the CNPJ under No.
60.096.153/0001-06, herein represented in accordance with its by-laws (“VERONA”);
GRENDENE NEGÓCIOS S.A., a corporation with head office at Av. Pedro Grendene 131, Suite 12, 95180000 Farroupilha, Rio Grande do Sul, registered in the CNPJ/MF under No. 04.819.807/0001-01, herein
represented in accordance with its by-laws (“GRENDENE NEGÓCIOS”);
PEDRO BARTELLE, Brazilian, married under the regime of total separation of assets, entrepreneur, bearer
of Identity Card RG 7028922206 SSP-RS, registered in the CPF/MF under No. 685.957.430-53, resident
and domiciled at Rua Santo Inácio 431, Apartment 201, Moinhos de Vento, 9510-002 Porto Alegre, Rio
Grande do Sul (“PEDRO FILHO”);
GIOVANA BARTELLE VELLOSO, Brazilian, married under the regime of partial common ownership of
assets, entrepreneur, bearer of Identity Card RG 54.861.574-3 SSP-SP, registered in the CPF/MF under
No. 685.957.780/00, resident and domiciled at Rua Dr. Serafico de Assis Carvalho 103, APC 61, Block
C, Morumbi, 05614-040 São Paulo, São Paulo State (“GIOVANA”);
and, further, as consenting parties:
GRENDENE S.A., a corporation with head office at Avenida Pimentel Gomes 214, 62040-125 Sobral,
Ceará, registered in the CNPJ/MF under No. 89.850.341/0001-60, herein represented in accordance with
its by-laws (“GRENDENE” or “the Company”);
ALEXANDRE GRENDENE BARTELLE, Brazilian, single, entrepreneur, bearer of Identity Card RG
5006352289 issued by SSP/RS, registered in the CPF/MF under No. 098.675.970-87, with office at
Avenida Pedro Grendene 131, Suite 15, Volta Grande, 95180-000 Farroupilha, Rio Grande do Sul
(“ALEXANDRE”);
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(A free translation of the original in Portuguese)
PEDRO GRENDENE BARTELLE, Brazilian, married under the regime of total separation of assets,
entrepreneur, bearer of Identity Card 8006751872 SSP/RS, registered in the CPF/MF under No.
098.647.840-72, with office at Avenida Pedro Grendene 131, Suite 15, Volta Grande, 95180-00
Farroupilha, Rio Grande do Sul, (“PEDRO”); and
MARIA CRISTINA NUNES
DE
CAMARGO, Brazilian, divorced, lawyer, bearer of Identity Card RG
11.975.216 SSP/SP, registered in the CPF/MF under No. 064.842.538-03, with office at Avenida Pedro
Grendene 131, Suite 15, Volta Grande, 95180-00 Farroupilha, Rio Grande do Sul (“MARIA CRISTINA”),
WHEREAS on October 6, 2004, the Parties signed a Stockholders’ Agreement (“the Agreement”), as
stockholders of the Company, for the purpose of governing the rights and obligations relative to the
exercise of a power of control of the Company;
WHEREAS on June 15, 2011 the Parties signed an amendment to the Agreement, through which, due to the
succession of ÉLIDA LURDES BARTELLE, PEDRO FILHO and GIOVANA became signatories to the
Agreement;
WHEREAS, due to the reduction of capital of the Company AGBPAR, carried out on July 30, 2013,
ALEXANDRE received 30,000,000 common shares issued by the Company;
WHEREAS, by reason of the reduction of capital of the company VERONA, carried out on July 30, 2013,
PEDRO, MARIA CRISTINA, PEDRO FILHO and GIOVANA received, respectively, 10,917,440, 5,441,280,
2,720,640 and 2,720,640 common shares issued by the Company;
WHEREAS the Parties wish to maintain in its entirety the terms and conditions of the Agreement;
They now decide, in full and common agreement, to enter into this private instrument of amendment to
the Agreement, by the following clauses and conditions:
1. ALEXANDRE, PEDRO and MARIA CRISTINA expressly declare that they are totally and
unequivocally aware of the terms and conditions of the Agreement, with which they agree
entirely, and they now become a part of and shall comply with it.
2. The parties and consenting parties hereby irrecoverably declare themselves to be totally in
agreement with the transfers of the shares referred to above, and entirely ratify all the terms,
clauses, content and conditions of the Agreement, which is in force and producing all its legal
effects.
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(A free translation of the original in Portuguese)
3. This amendment is signed irrecoverably, and extends to the heirs and any parties that are
successors for any reason.
4. The Agreement and all its amendments, including the amendment agreed in this present
instrument, are filed at the head office of the Company.
And being thus agreed and contracted, the Parties sign this instrument in four copies, of equal content and
form, in the presence of two witnesses.
Sobral – Ceará, July 30, 2013.
ALEXANDRE G. BARTELLE PARTICIPAÇÕES S.A.
VERONA NEGÓCIOS E PARTICIPAÇÕES S.A.
GRENDENE NEGÓCIOS S.A.
ALEXANDRE GRENDENE BARTELLE
PEDRO GRENDENE BARTELLE
MARIA CRISTINA NUNES DE CAMARGO
PEDRO BARTELLE
GIOVANA BARTELLE VELLOSO
GRENDENE S.A.
Witnesses:
1.______________________________
Name: Cristiano Pierre Moreira
CPF/MF: 711.479.000-78
RG: 2056453638
2. ______________________________
Name: Rafael Vieira Grazziotin
CPF/MF: 699.623.670-34
RG: 8042201403
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