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Vernalha Guimarães & Pereira Advogados (VGP), established in 2000, is recognized as one of the most renowned Brazilian business law firms (Chambers and Partners, Leaders League and Análise Advocacia 500). Focused on providing tailor-made solutions for the business community, VGP team is composed by highly specialized professionals in different areas of corporate law, working in an integrated way to achieve the best results for local and multinational corporations. With offices in São Paulo (SP), Brasília (DF), Curitiba (PR) and a net of 550 corresponding lawyers all over the country and abroad, VGP main goal, more than providing legal assistance, is to identify opportunities and needs as well as to structure the best solutions and offer the best support for a safe business decision making.

about us

AREAS OF EXPERTISE

Regulatory Processes Public Contracts Environmental Law Non-profit Organizations Institutional Relations Administrative and Judicial Claims Concessions and Public-Private Partnerships (PPPs) Administrative Proceedings Support Public Procurement Public-Private Partnerships (PPPs) Advice on Consortium Structuring Legal Advice on Project Finance Structuring and Negotiation of Contracts Project Concept and Development Maritime Litigation Regulatory and Administrative Proceeding Customs clearance Operational Agreements Due Diligence Labor and Immigration Issues Insurance Local and International Contracts Advise on FDI – Foreign Direct Investment Incorporation of new companies Advise and Negotiation on International Business Transactions Merger & Acquisitions (M&A) Legal Due Diligence Antitrust

► ADMINISTRATIVE AND BUSINESS PUBLIC LAW ►INFRASTRUCTURE ► MARITIME, PORTS AND CUSTOMS ► INTERNATIONAL BUSINESS TRANSACTIONS AND CORPORATE STRUCTURING

Each department has subdivisions, aimed at consulting and litigation services.

Real State Intellectual Property Commercial Agreements Insolvency, Restructuring and Recovery Civil Liability and Consumer Liability Strategic Management of Claim

►CORPORATE LAW AND LITIGATION

Employment Policies and Guidebook Cross-border employment and immigration Negotiation with Unions Advice on Risk Management and Labor Liabilities Labor Litigation and Administrative procedures Employment Relations Governance

►LABOR AND EMPLOYMENT RELATIONS

Compliance Program Structuring following local and international legal requirements and standards Compliance Training Review of Compliance Programs and Policies Crisis Management Criminal and Administrative Corporate Defense Risk Assessment Support for Funds Managers and Administrator Advice on Funds Structuring Advice on Family Succession Family Law Litigation Offices Tax related to Family Issues Advice on Legal Structures related to Family Business Family Offices Structuring

► COMPLIANCE AND ANTICORRUPTION ► CAPITAL MARKETS ►FAMILY LAW AND WEALTH PLANNING

Tax Planning Tax Litigation Tax Compliance Advice on Cross-border transactions Advice on Risk Management on Taxation Regulatory and Registration Matters (ANS and ANVISA); Administrative Defenses and Litigation Contracts (R&D, Supply, Production and Distribution) Risk Management and Civil Liability Intellectual Property Rights Advice on Strategic Alliances Compliance

► TAX ► LIFE SCIENCE AND HEALTHCARE

IN PURSUIT OF INCORPORATED SOLUTIONS

VGP PROVIDES SOLUTIONS BASED ON ALIGNED WITH MUL TIDISCIPLINARY ANALYSIS THE MARKET NEW DEMANDS

The integrated solutions designed by VGP have as premise that every issue could have important outcomes in different legal fields. For instance, a new business operation has implications, not only on Corporate Law, but also in Taxes, Administrative and Business Public Law, Labor and Employment, Environmental Law, among others. An efficient and reliable legal service is the one that provides clients with legal analysis taking into consideration all those aspects. VGP serves its clients with solutions based on multidisciplinary examination and practice aligned with the market new demands.

► INTEGRATED SOLUTIONS

EXPERTISE: TO BE BUT WIDE-RANGING ALSO SPECIALIZED RESPONSIBILITY AND EFFICIENCY

The structuring of integrated solutions, throughout the multidisciplinary legal examination, requires the development of centers of expertise. This is the reason why VGP has specific departments in the different areas of law, with high specialized professionals who practice domestic and abroad and are commit- ted to provide resulted-oriented legal services. VGP offers a sophisticated management structure for legal procedures and costumer services. A state

• f art IT infrastructure and legal management system, along with strong guidelines of compliance on

controlling of proceedings and services quality, ensure that VGP's services are provided following the best international standards for law firms.

SÃO PAULO/SP BRASÍLIA/DF

VGP Sao Paulo is also considered as a business hub for clients located in other states of the southeast, northeast and north regions of Brazil. To provide legal support for companies located in the major Brazilian economic center, VGP has an office in Sao Paulo offering all areas of legal practice with especial emphasis to strategic sectors such as: Infrastructure, Capital Market, M&A, Life Sciences and Healthcare. The VGP Brasília is dedicated to specialized legal services before the high national courts, the main regulatory and executive agencies, control bodies and federal state-owned companies.

OFFICES

After a long and intensive process of restorations and renovation of its historical and architectural aspects, the mansion Villa Sophia was renewed and prepared to host VGP .

CURITIBA/PR: THE PALACETE VILLA SOPHIA

VGP office in Curitiba (PR) is strategically located in the most dynamic economic center in the South of Brazil. Its address is the historic mansion Villa Sophia (1895),

• ne of the only buildings of Swedish origin, with eclectic style still existing in Brazil.

COORDINATED TALENTS

THE LEGAL TRAINEE PROGRAM

In the first stage, the trainees go through various VGP departments, including the administrative and legal areas. The job rotation, own of trainee programs, aims to train lawyers complete with notions legal management. In addition, the trainees can identify the areas of greatest affinity. The program has periodic evaluations, also coordi- nated by an external and specialized entity. In the second stage, knowledge, trainees will have their activities related to a single department of expertise when they can improve their practices in legal areas of corporate law. Providing integrated legal services requires coordinated talents of different professionals. Looking for new tal- ents, VGP put in place a trainee program. From a selection process quite demanding and meticulous, the program constitutes a job phase rotation and another of knowledge.

COMPLIANCE PROGRAM

VGP has established a modern and efficient compliance program. The concept of compliance rules must be founded, above all, in a prior com- mitment to act ethically. And it may seem obvious that act guided by ethics does not require explicit rules; it is just a position. Compliance rules do not change people, anyway. However, VGP has grown in recent years and continues to grow consistently. This growth, based on a significant number of lawyers and employees, requires that ethical behavior pattern is aligned. For this reason, VGP decided to establish and run its own compliance program.

VG&P CUSTOMER HAS ABSOLUTE PEACE OF MIND IN RELATION TO ALL LAWYERS AND EMPLOYEES OF OFFICE. PRACTICE ETHICS

PUBLICATIONS

BOOKS

LAW ACADEMY SERVING BUSINESSES

The quality of legal services offered by VGP is supported by the dedication of its legal group to study law. While recognizing the distance between theory and practice, the VGP carries out intense academic activity, which is based, including the experiences on representing the interests of its clients. In 2010, when added 10 years, VGP released the commemorative book called Business Law: current issues; a collection of articles produced by the fifteen lawyers who, at the time, made up the office. In 2015, VGP released their second academic work: Corporate Law: news and trends. The second collection contains 24 legal articles written by VGP lawyers and 53 legal pills (quick notes on legal issues relevant to the daily lives of our customers). In addition to academic books, the VGP offers to its customers a series of guide- line manuals, called Legal guides that guide the daily activities of clients. These journals, among other works and individual articles of the group members lawyers

• ffice, reveals the importance of the VGP gives the

intellectual development of its employees.

LEGAL GUIDES

INFORMATIONAL

CLIENT GUIDE RELATIONSHIP SEMINARS AND TRAINING IN COMPANY

VGP has intensively invested on the development and implementation of standards for legal work – consultancy and litiga-

• tion. The main goal is to provide high quality service to all clients, following the contracted terms and conditions. The Client

Relationship Guide is the instrument to ensure this quality. The guide explains to the client the administrative procedures, from the secretariat, through the financial area, controllership, up to the legal services. VGP offers training programs focused on the clients' needs. In its auditorium, located in Villa Sophia Palace, or at the clients' places of business, VGP provides several courses and seminars dealing with current issues that affect corporate businesses.

SATISFACTION SURVEY ARCHIVES ACCESS TO BIBLIOGRAPHIC

Customer satisfaction, in many aspects, is the main commitment to guide the VGP operations; satis- faction that must be earned every day with a serious and efficient work. To assess in an objective and systematic evaluation of services offered, VGP conducts an annual satisfaction survey with custom-

• ers. Legal and administrative departments are evaluated by efficient and transparent methods.

The result is always an important guideline to drive actions for the continuous improvement of the services provided by VGP. VGP has a legal library with five thousand titles on all office working areas. This is the result of an

• ngoing investment in creating a collection that could support a comprehensive and constantly

updated legal research. It is vital to clients that lawyers have access to adequate legal literature. In addition to the physical collection, VGP also has a digital library with access to legal journals most important in the world. Training and intellectual training of lawyers and trainees of the Office are

• bsessions of VGP

. To share this collection, VGP created a link to search the site office and a loan system for books and magazines that are available online. The idea is to divide this collection. The works are made available to all interested in the study of all legal issues.

www.vgplaw.com.br

VGP Advogados in social networks:

CURITIBA > PR SÃO PAULO > SP

Rua Mateus Leme, 575 | São Francisco Palacete Villa Sophia | CEP 80510-192 Phone: +55 (41) 3233-0530 Rua Olimpíadas, 200 | 2º Andar | Vila Olímpia Edifício Aspen | CEP 04551-000 Phone: +55 (11) 4890-0360

BRASÍLIA > DF

SHS Q. 6 | Conj. C - Bloco E | Sl. 1201 | Asa Sul Complexo Brasil 21 | CEP 70316-000 Phone: +55 (61) 3246-3760