CETIP S 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 Distribution of Dividends Rio de Janeiro, April 16, 2015 - Cetip S.A. - Mercados Organizados ("Cetip" or "Company") (BM&FBOVESPA: CTIP3), Latin America's largest depositary of private fixed income securities, Brazil's largest private asset clearinghouse and the leading company in providing electronic solutions for the delivery of information required for the registration of contracts and financial restrictions by transit bodies, informs to its shareholders and the market in general that, the Ordinary General Meeting ("OGM"), approved as of today, the distribution of dividends relating

to the year ended December 31, 2014:

Corporate Event

OGM

Approval date

04/16/2015

Record date

04/22/2015

Payment date

05/11/2015

Total amount

R$ 111,892,809.56

Amount per common share¹

R$ 0.4268876146

¹ Such amount may vary due to the assignment of treasury shares by virtue of the exercise of call options granted in connection with

the Company's Stock Option Plan and of the potential purchase of shares in connection with the Company's Buyback Program

Credit and payment are subject to the following conditions:
- The corresponding credit will be effect on an individualized basis for each shareholder
based on the shareholder position at the closing of BM&FBOVESPA's trading session on April
22, 2015 (record date);
- Company's shares will be traded ex-rights from April 23, 2015 on (ex-date);
- The corresponding payment will be made to each shareholder on May 11, 2015, in the bank account informed to Banco Bradesco, our local depositary bank. Shareholders without an updated record will receive a "Notice for Receipt of Book-Entry Shares" and will have to go to one of the branches of Banco Bradesco bearing the notice and personal identification (CPF (Individual Taxpayers' ID) and ID (RG)). Shareholders, who do not receive the notice, shall go to a branch of Banco Bradesco in order to update their records;

- Payments regarding shares deposited under the custody of BM&FBOVESPA will be credited to that entity and the Depositary Brokerage Firms will be in charge of passing the amount to the corresponding shareholders.
As the local depositary bank of CETIP's shares, Banco Bradesco will be at the Shareholders' disposal to provide further assistance at +55 0800-7011616 or by fax at +55 (11) 3684-3811 or on the website www.bradescocustodia.com.br.

Willy Otto Jordan Neto

Investor Relations Officer

distributed by