Cetip Mercados Organizados : Notice to the Market - Clarification Related to CVM/BOVESPA Request

0750b73e-58db-4943-a668-521e2713c131.pdf 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 THE MARKET Clarifications on Inquiries Rio de Janeiro, June 23rd, 2016 - Cetip S.A. Mercados Organizados ("Cetip" or "Company") (BM&FBOVESPA: CTIP3) in response to Notice No. 2559/2016-SAE/GAE-1, received on June 21, 2016 ("Notice"), clarifies that:

1. The Company presented, on June 17th, 2016, its Management Proposal for the Ordinary and Extraordinary General Meeting to be held on July 18th, 2016 ("OEGM"), proposing deliberation on certain amendments to Article 4 of its Bylaws, which refers to the Company's corporate purpose.

2. While we understand that these changes are regarding: (i) adjustments to the description of services, adapting them to the activities of the Company's Securities Unit and Finance Unit; (ii) adjustments to better suit the description of activities and services to certain regulatory requirements, and (iii) other adjustments that do not involve material changes to the Company's corporate purpose, the Company's management clarifies that, the approval at the assembly of the proposed amendments to Article 4 of the Bylaws, shall result in the granting of the right of withdrawal for dissident shareholders, pursuant to Article 137 of Law 6.404/76.

3. In this sense, please find below the information regarding the right of withdrawal requested by the Notice:

   • "The date in which shareholders must be registered on the Company's records in order to have the right to dissent"

     Also under Article 137 of Law 6.404/76, the exercise of the right of withdrawal shall only be available to shareholders who: (a) dissent or abstain from voting on the resolution of the amendments the Company's Bylaws or who do not attend the OESM; and (b) expressly state their intention to exercise the right of withdrawal within 30 days from the date of publication of the Minutes to the OESM that approves the amendments the Company's Bylaws ("Dissenting Shareholders").

     The withdrawal rights will be applied to the total amount of shares that the shareholders maintained, uninterrupted as of June 17th, 2016, date of the publication of the Call Notice for the OESM to deliberate, among other topics, the amendment of the Company's Bylaws.

   • "The redemption value, in R$ per share"

     The redemption value of the Company's shares for dissident shareholders will be R$ 6.52698710495 per share, which represents the net shareholders' equity value indicated in the Company's financial statements dated December 31st, 2015, divided by the total number of Company shares (excluding shares held in treasury), without prejudice of the right of the dissident shareholders to request a special balance sheet according to Article 45, Paragraph 2 of Law no. 6,404/76.

   • "The period and procedures that dissident shareholders must adopt"

The dissident shareholders that wish to exercise their withdrawal rights must direct themselves to specialized agencies of Banco Bradesco, the Company's depositary institution, bearing a written and notarized document declaring the exercise of the right of withdrawal, mentioning the number of shares held uninterruptedly since June 17th, 2016. Along with such declaration, dissident shareholders must also present authenticated copies of the following documents: (a) if individual: CPF/MF, RG and updated proof of residency; or (b) if legal entity: CNPJ/MF, articles of incorporation or bylaws, with any recent amendment, minutes of election of signatory administrators of such declaration, along with personal documents of such individuals (CPF/MF, RG and updated proof of residency). The holders of shares in custody must request the right of withdrawal through their respective custody agent. The payment of the redemption value for the exercise of the right of withdrawal will be made by 15 working days after the end of the 30-day period referenced above.

The Company will restate, at this date, the Management Proposal for the Ordinary and Extraordinary General Meeting, including the information foreseen in Article 20 of CVM Instruction 481/09.

Willy Jordan

CFO and Investor Relations Executive Officer

June 21, 2016

2559/2016- SAE/GAE-1

Mr. Willy Otto Jordan Neto Investor Relations Director

CETIP S.A. - Balcão Organizado de Ativos e Derivativos Re: Applicability of the Right of Withdrawal

Dear Sirs,

Considering the terms in the call notice for the Ordinary and Extraordinary General Meeting to be held on 07/18/2016, we request that you inform, by 06/22/2016, if the amendment of the Company's corporate purpose will give rise to the shareholders of this company the right of withdrawal according to Article 137 of Law 6,404/76.

If positive, please inform:

• The date on which shareholders must be registered on the Company's records in order to be entitled to dissent;

• The redemption value, in R$ per share;

• The period and procedures that dissident shareholders must adopt.

We remind you that, should the Company's amendment to its corporate purpose give rise to the right of withdrawal for shareholders, the management proposal for the referred meeting must be restated with the inclusion of the information foreseen in Article 20 of CVM Instruction 481/09.

This solicitation in interested in the scope of the Cooperation Agreement signed between CVM and BM&FBOVESPA on 12/13/2011 and its non-compliance may result in fines for the Company by the Superintendência de Relações com Empresas - SEP of CVM, as foreseen in CVM Instruction 452/07.

Yours truly,

Ana Lúcia Costa Pereira

Gerência de Acompanhamento de Empresas

BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros

c.c.: CVM - Comissão de Valores Mobiliários

Mr. Fernando Soares Vieira - Superintendente de Relações com Empresas

Mr. Francisco José Bastos Santos - Superintendência de Relações com o Mercado e Intermediários

We clarify that this response must be sent exclusively by the IPE Module, selecting the category: Notice to the Market and Type: Clarifications on Inquiries CVM/BM&FBOVESPA, which will result in the simultaneous transmission to BM&FBOVESPA and CVM.

For a better understanding on behalf of the market, the file to be sent must include the inquiry received, followed by the Company's response.