private instrument of amendment to stockholders` agreement

(A free translation of the original in Portuguese)
PRIVATE INSTRUMENT OF AMENDMENT TO
STOCKHOLDERS’ AGREEMENT
By this contractual amendment, the Parties:
a) ALEXANDRE G. BARTELLE PARTICIPAÇÕES S.A., a corporation with head office at Av. Pedro
Grendene 131, Suite 10, 95180-00 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”);
b) 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”);
c) GRENDENE NEGÓCIOS S.A., a corporation with head office at Av. Pedro Grendene 131, Suite 12,
95180-000 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”) and, jointly with AGBPar and
Verona, “the Stockholders”);
d) GRENDENE S.A., a corporation with head office at Avenida Pimentel Gomes 214, in the city of Sobral,
in the state of Ceará, registered in the CNPJ/MF under No. 89.850.341/0001-60, herein represented in
accordance with its by-laws (“the Company”);
and, further, as consenting parties :
e) 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”);
f) PEDRO GRENDENE BARTELLE, Brazilian, married, 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”);
g) 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”) and,
jointly with Alexandre and Pedro;
h) PEDRO BARTELLE (son), Brazilian, of age, entrepreneur, resident and domiciled at Rua Santo Inácio
431, Apartment 201, Moinhos de Vento, Porto Alegre, Rio Grande do Sul, bearer of Identity Card No.
7028922206-SSP-RS, CPF 685.957.430-53;
i) GIOVANA BARTELLE VELLOSO (daughter), Brazilian, married, of age, entrepreneur, resident and
domiciled at Rua Dr. Serafico de Assis Carvalho 103, APC 61, Block C, Morumbi, São Paulo, São Paulo
State, Identity Card No. 54.861.574-3 SSP-SP, CPF 685.957.780/00.
WHEREAS the Parties on October 6, 2004 signed a private instrument of Stockholders’ Agreement (“the
Agreement”), as stockholders of GRENDENE S.A., a corporation with head office at Avenida Pimentel
Gomes 214, in the city of Sobral, state of Ceará, registered in the CNPJ/MF Under No. 89.850.341/0001-60
(“the Company”);
WHEREAS, by force of the succession of ÉLIDA LURDES BARTELLE, in accordance with probate
proceeding No. 001/1.10.0273608-1 of the legal district of Porto Alegre, RS, 5th Court of Family and
Successions and the probate document issued on March 15, 2011, PEDRO (son) and GIOVANA (daughter)
became stockholders of the “Company” and of ( Verona ), in accordance with Appendix I, which is part of
this instrument;
WHEREAS the Parties desire to maintain, in full, the terms and conditions of the “Agreement”, the Parties
sign the present Amendment to the “Agreement”, as follows:
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(A free translation of the original in Portuguese)
1.
The consenting parties PEDRO (son) and GIOVANA (daughter) expressly declare that they are
totally and unequivocally aware of the terms and conditions of the “Agreement”, and agree entirely,
and now become part of and comply with it as such;
2.
The Parties and consenting parties entirely ratify all the terms, clauses, content and conditions of the
“Agreement”, which is in force and is producing all the legal effects;
3.
This present amendment is signed irrecoverably, and extends to the heirs and all parties who are
successors for any reason.
And being agreed and contracted, they sign this instrument in 4 (four) copies of equal content.
Sobral, June 15, 2011.
Stockholders:
_____________________________________
Alexandre G. Bartelle Participações S.A.
Signed by: Alexandre Grendene Bartelle – President
_____________________________________
Verona Negócios e Participações S.A.
Signed by: Pedro Grendene Bartelle – President
_____________________________________
Grendene Negócios S.A.
Signed by: Alexandre Grendene Bartelle – President
_____________________________________
Grendene S.A.
Signed by: Alexandre Grendene Bartelle – President
Consenting parties:
_____________________________________
Alexandre Grendene Bartelle
_____________________________________
Pedro Grendene Bartelle
_____________________________________
Maria Cristina Nunes de Camargo
_____________________________________
Pedro Bartelle
Page 2 of 3
(A free translation of the original in Portuguese)
_____________________________________
Giovana Bartelle Velloso
Witnesses:
1.
________________________
Name: Gelson Luis Rostirolla
ID: 2031094441 – SSP-RS
CPF/MF: 148.411.429-91
2. _______________________
Name: João B. F. de Moraes
ID: 1008698481-SSP-RS
CPF/MF: 202.092.740-34
The “Agreement” and this amendment are filed at the head office of the Company.
_____________________________________
Grendene S.A.
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