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 Subscription Rights Rio de Janeiro, May 7, 2015 - 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 announces that, as resolved at the Board of Directors Meeting held on May 6, 2015, a capital increase of the Company, amounting R$ 12,773,852.46 was approved due to the capitalization of a portion of the special goodwill reserve, in the following terms:

(i) R$ 3,832,155.74, with issue of 120,774, with no par value, paid-up in a single installment in domestic currency, through the capitalization of a portion of the special goodwill equal to 30% of the tax benefit earned in 2014 due to goodwill amortization; and
(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 2014 due to goodwill amortization, in the amount of R$ 8,941,696.72, without the issue of new shares, paid-up, trough the capitalization of a portion of the special goodwill equal to 70% of the tax benefit earned in 2014 due to goodwill amortization.
As established in the Protocol, 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$ 31.729972841 per share.

Subscription rights

Due to the capital stock increase with issue of shares as described above (i), the preference right will be
guaranteed to the Company's other shareholders, in accordance with article 171, paragraph 2, of Law
6,404/76. As established in the Protocol and Justification of Merger of Advent Depository from September
16, 2009 and approved in the General Shareholders´ Meeting held on October 5, 2009 ("Protocol"), i) the amount of money paid by shareholders that show interest in exercise his preference right shall be transferred to the investment funds that succeed Advent Securities and ii) the shares not subscribed by shareholders' shall transferred to the investment funds that succeed Advent Securities. The subscription rights shall be issued based on the shareholding position on May 13, 2015 at the ratio of 0.00046077 new

shares for every share held (0.046077%), ignoring fractions, at a subscription rounded-up price of R$ 31.73 per share per share. As of May 13, 2015, the shares will be traded ex-rights.
The subscription rights will be accepted to be traded at the securities exchange.

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 preference rights regarding the new shares for a period of 30 days, from May 18, 2015, until June 16, 2015.

Remaining un-subscribed shares

After the end of the exercise period, it will be entitled to shareholders' that exercise their preference rights and state their interest to subscribe un-subscribed shares the right to compete for un-subscribed shares related to eventual shareholders that do not exercise their preference right.
Remaining shares, not subscribed in the period mentioned above, will be allocated proportionally among the shareholders that have indicated in the form, their interest in said shares during the subscription period.
The shareholders who have shown interest in reserving the remaining shares in the subscription notice will have 5 (five) business days counted from the Company's release of the Notice to Shareholders for the subscription of the remaining shares.

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.

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, including the interim dividends which was approved in the Board Meeting held on May 6, 2015.

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

Willy Otto Jordan Neto

Investor Relations Officer

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