TPI – Triunfo Participações e Investimentos S.A.
Publicly Held Company
Corporate Taxpayer ID (CNPJ): 03.014.553/0001-91
Company Registry (NIRE): 35.300.159.845
NOTICE TO THE MARKET
Declaration of Acquisition of Material Equity Interest
TPI – Triunfo Participações e Investimentos S.A. (BM&FBovespa: TPIS3), pursuant to article 12 of CVM Instruction 358, of January 3, 2002, announces to the public that it received a letter on August 13, 2013 from BNDES PARTICIPAÇÕES S.A. - BNDESPAR stating the following:
São Paulo, August 13, 2013.
“1. BNDES PARTICIPAÇÕES S.A. - BNDESPAR, the wholly-owned subsidiary of BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES, headquartered in Brasília, Federal District, at Centro Empresarial Parque Cidade, Setor Comercial Sul – SCS, Quadra 9, Torre C, 12º andar, and with service office at Avenida República do Chile n.º 100, in the city and state of Rio de Janeiro, inscribed in the corporate taxpayers register (CNPJ/MF) under number 00.383.281/0001-09, pursuant to article 12 of CVM Instruction 358/02, as amended, hereby informs that, in the capital increase of TPI - Triunfo Participações e Investimentos S.A. (“Company”) ratified on August 13, 2013 by the Board of Directors of said Company, it subscribed to twenty-five million, nine hundred sixty-six thousand and four (25,966,004) common shares.
2. After said subscription, the interest held by BNDESPAR in the Company is fourteen point seven five percent (14.75%) of the capital stock. BNDESPAR did not previously hold any shares issued by the Company.
3. The subscription was not aimed at changing the control or administrative structure of the Company. Nevertheless, BNDESPAR intends to enter into a shareholders’ agreement with the controlling shareholders of the Company to ensure the following rights to BNDESPAR: (i) election of one (1) member to the Board of Directors of the Company;
(ii) right of BNDESPAR to express its prior opinion in case the Company intends to amend its current corporate rules relating to operations with related parties – Bylaws and Policy on Transactions with Related Parties; (iii) right of BNDESPAR to participate in primary or secondary public offerings to be conducted by the Company and/or controlling shareholders; and (iv) right to receive certain information insofar as necessary for accounting BNDESPAR’s investment in the Company.
4. BNDESPAR does not hold any other securities issued by the Company.
5. Finally, we request that the information herein be transmitted to the market, pursuant to the aforementioned Instruction."
Sandro Antonio de Lima
Investor Relations Officer