CETIP SA : Notice - Subscription Rights

Cetip S.A. - Mercados Organizados

Corporate Taxpayer (CNPJ/MF) No. 09.358.105/0001-91
Company Registry (NIRE) No. 33.300.285,601
Publicly-Held Company

NOTICE TO SHAREHOLDERS Subscription Rights Rio de Janeiro, May 9, 2012 - Mercados Organizados ("Cetip") (BM&FBOVESPA: CTIP3), Latin America's largest depositary of private fixed income securities and Brazil's largest private asset clearinghouse, announces that, as resolved at the Board of Directors Meeting held today, a capital increase of the Company was approved due to the capitalization of a portion of the special goodwill reserve, in the following terms:

(i) capitalization of a portion of the special goodwill reserve under the terms of CVM Instruction 319/99, equal to 30% of the tax benefit earned in 2011 due to goodwill amortization, in the amount of R$4,011,753.24 (four million, eleven thousand, seven hundred fifty-three reais and twenty-four centavos), with issue of 150,197 (one hundred fifty thousand, one hundred ninety seven) common shares, with no par value to the investment funds that succeed Advent Securities. As established in the Protocol and Justification of Merger of Advent Depository from September 16, 2009, the issue price was established based on the average closing share price in the twenty-one trading days prior to the close of the fiscal year, resulting in the amount of R$26.71 (twenty-six reais and seventy one centavos) per share.
(ii) capitalization of a portion of the special goodwill reserve under the terms of CVM Instruction 319/99, equal to 70% of the tax benefit earned in 2011 due to goodwill amortization, in the amount of R$9,360,757.57 (nine million, three hundred sixty thousand, seven hundred fifty-seven reais and fifty- seven centavos), without the issue of new shares.

Subscription rights

Due to the capital stock increase with issue of shares to the investment funds that succeed Advent Securities, the preference right will be guaranteed to the Company's other shareholders, in accordance with article 171, paragraph 2, of Law 6,404/76. The investment funds that succeed Advent Securities shall subscribe and paid-in, in cash, the total amount of R$4,011,753.24 related to the capital increase, by using the credits, and thus no un-subscribed shares shall remain. If any shareholder shows interest in exercise his subscription right, the amount of money paid by him shall be transferred to the investment funds that succeed Advent Securities. The subscription rights shall be issued based on the shareholding position on May 14, 2012 at the ratio of 0.00058923 new shares for every share held (0.058923%), ignoring fractions, at a subscription price of R$26.71 (twenty-six reais and seventy one centavos) per share per share. As of May 15, 2012, the shares will be traded ex-rights.

Payment

The subscribed shares shall be paid-up in a single installment in domestic currency upon subscription.

Timeline for exercising preference right

Shareholders with common shares may exercise their subscription right for a period of 30 (thirty) days, from
May 18 until June 18, 2012.

Documents for subscription rights

Investors who are registered with Banco Bradesco custody may access the share subscription form and exercise their subscription rights by presenting the following documents:
Individuals: identification card (RG), individual taxpayer's ID (CPF) and proof of residence.
Companies: authenticated copy of the most recent consolidated bylaws or corporate charter, inscription card of the National Corporate Taxpayer's Registry (CNPJ), corporate documentation authorizing power of representation and authenticated copies of the CPF, identification and proof of residence of its representatives. Investors residing abroad may be required to present other representation documents.
In the case of representation by power-of-attorney, the respective public instrument of power-of-attorney must be presented.
Investors with shares registered in the BM&FBOVESPA's fungible custody must exercise the subscription right with their respective custodian agent within the time limits mentioned above.

Corporate rights

The issued shares will enjoy equal rights and conditions in all benefits, including any dividends and capital remuneration that may be approved by the Company.

Confirmation of share credit

The shares will be credited to shareholders 5 (five) working days after the the end of the deadline for exercising preference right

Francisco Carlos Gomes

Diretor de Relações com Investidores

Partner Area