NOTICE TO SHAREHOLDERS

The Board of Directors, in meeting held on June 28, 2011, approved the remuneration to shareholders as of 18 August 2011, in the amount of  R$ 0.016904 per share, as Interest on Equity, adjusted by the Selic rate as of 1 July 2011 up to and including 17 August 2011. 

The amount of the principal (R$0.016904) shall be subject to 15% income tax and, on the amount of adjustment by the Selic rate, the rate shall be of 22.5%.

NOTES:

1. For shareholders whose shares are held in custody at Banco Itau, the credit shall be made on August 18, 2011 directly to the checking account of the custodian’s account holders and, for account holders of other banks, by way of wire transfer (DOC).

On the same date, Souza Cruz shall make available the amounts regarding shares held in custody at the Stock Exchanges who will pass them on to the depositing brokerage firms for these to credit the shareholders of record.

2. The Immune/Exempt entities that are not subject to withholding tax  must observe the legislation in force.

3. As of June 26, 2011, the shares shall be traded EX- Right.

4. The corresponding credit shall be entered in the accounting records of the Company on  June 30, 2011, in the name of the shareholders, based on their shareholdings on June 28, 2011.

5. For any further information, please contact:

Call Center – tel. 0800.7232221 – option 3 or by e-mail to – ri@souzacruz.com.br

Rio de Janeiro, June 28, 2011.

Leonardo Forner Senra

Investor Relations Officer