EGM - Management Proposal

8/13/2019 EGM - Management Proposal

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MILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

Publicly Held Company

CNPJ/MF n. 27.093.558/0001-15NIRE 33.3.0028974-7Avenida das Amricas 500, bloco 14, loja 108, salas 207 e 208, Barra da Tijuca,Shopping Downtown, Rio de Janeiro, RJ.

MANAGEMENT PROPOSAL

Information provided to shareholders pursuant to Instruction CVM 481 of December17, 2009, as amended (ICVM 481/09)regarding the Extraordinary Shareholders

Meeting Convening Notice, to be held on February 4, 2014, at 3pm, at MillsEstruturas e Servios de Engenharia S.A. ("Mills") headquarters, with the followingagenda

(i) deliberate on the amendment to the head of article 5 of the bylaws ofthe Company, to adjust it to the resolutions of the Board of Directorspassed on April 2, 2012; April 24, 2012; June 21, 2012; July 2, 2012;August 9, 2012; November 12, 2012; February 8, 2013; April 10, 2013;May 9, 2013; May 22, 2013; August 15, 2013; November 1, 2013,November 14, 2013 and January 10, 2014 which approved, as the casemay be, (a) the increase of the capital stock of the Company within the

limit of the authorized capital; and (b) the cancellation of commonnominative shares with no par value of the Company, held in treasury,without reduction of the capital stock; (ii) deliberate on the amendment tothe head of article 14 of the bylaws of the Company, to adjust it to thecurrent wording of article 146 of the Brazilian Corporations Law; and (iii)deliberate on the restatement of the bylaws of the Company.


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Documentation required by article 11 of CVM Instruction 481/09

Amendment of the bylaws: (i) copy of the By-laws, with the proposal to amendhighlighted, and (ii) detailed report to the origin and justifications for the proposedamendments and analyzing its judicial and economic effects

BY-LAWS OFMILLS ESTRUTURAS E SERVIOS DE ENGENHARIA S.A.

CNPJ/MF: 27.093.558/0001-15NIRE: 33.3.0028974-7

A Publicly Held Company

Proposal to Amend the By-Laws

The Board of Directors of Mills Estruturas e Servios de Engenharia S.A., submitsfor the appreciation of the Shareholders, at the next Extraordinary ShareholdersMeeting to be held by the Company, a proposal to amend the By-Laws, specificallywith respect to the following Articles: (i) caputof Article 5; and (ii) caputof Article14.

For the purposes of the provisions in Article 11 of CVM Instruction 481/09, theAdministration clarifies that:

(i) The amendment to the caputof article 5 of the bylaws of the Company to adjustit to the resolutions of the Board of Directors passed on April 2, 2012; April 24,2012; June 21, 2012; July 2, 2012; August 9, 2012; November 12, 2012; February 8,2013; April 10, 2013; May 9, 2013; May 22, 2013; August 15, 2013; November 1,2013; November 14, 2013 and January 10, 2014 which approved, as the case maybe, (a) the increase of the capital stock of the Company within the limit of theauthorized capital; and (b) the cancellation of common nominative shares with nopar value of the Company, held in treasury, without reduction of the capital stock;

(ii) The amendment to the caput of article 14 of the bylaws of the Company to

adjust it to the current wording of article 146 of the Brazilian Corporations Law, asamended by Law 12,431, of June 27, 2011, excluding the requirement that membersof the Board of Directors have to be resident in the country;


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Furthermore, to attend to the provision in Article 11 of ICVM 481, the followingcopy of the Bylaws with highlights of the proposed amendments:

CURRENT VERSION PROPOSED VERSION

CHAPTER ONENAME,PURPOSE,HEADQUARTERS

AND DURATIONNo Change.

1st Article The Company isnamed MILLS ESTRUTURAS E

SERVIOS DE ENGENHARIAS.A. and shall be governed by

these By-Laws, by Law 6.404 ofDecember 15, 1976, as amended(the Brazilian Corporations Law),

by the standards of the BrazilianSecurities Commission (theComisso de Valores Mobilirios,or the CVM) and other applicable

legal provisions and by theRegulamento de Listagem do NovoMercado of BM&FBOVESPA

S.A.-Bolsa de Valores, Mercadoriase Futuros (Novo Mercado Rules,Novo Mercado and

BM&FBOVESPA, respectively),

to which the Company, itsshareholders, managers andmembers of the Fiscal Council aresubject.

No Change.

Sole Paragraph The provisions of

the Novo Mercado Rules shallprevail over the provisions of theby-laws, if the rights of the offereesof the public offers provided for inthese By-Laws are prejudiced.

No Change.


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tent roofing enclosed by plastic orsimilar tarpaulin, (g) to provide

low-voltage electrical installations,and (h) to participate as astockholder or quotaholder in othercompanies or corporations.

3rd Article The Company isheadquartered at Avenida dasAmricas, 500, bloco 14, loja 108and salas 207 and 208, Barra daTijuca, Shopping Downtown, in the

City and State of Rio de Janeiro.

No Change.

Sole Paragraph The Companymay establish agencies or branchesin Brazil and abroad, at thediscretion of the Shareholders

Meeting, the Board of Directors orthe Executive Board.

No Change.

4th Article The duration of theCompany is indefinite.

No Change.

CHAPTER TWOCAPITAL STOCK

No Change.

5th Article The capital stock,which is fully subscribed and paidin, is R$ 527,989,915.31 (five

hundred twenty-seven million, ninehundred eighty-nine thousand, ninehundred and fifteen reais and thirty-one centavos), represented by125,689,646 (one hundred twenty-five million, six hundred eighty-nine thousand, six hundred and

5th Article The capital stock,which is fully subscribed and paidin, is R$553,420,638.63 (five

hundred fifty-three million, fourhundred twenty thousand, sixhundred and thirty eight reais andsixty-three centavos), representedby 127,395,485 (one hundredtwenty-seven million, three hundredninety-five thousand, four hundred


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forty-six) book-entry commonshares without par value.

and eighty-five) book entrycommon shares without par value

Paragraph 1A subscriber that failsto pay up the shares subscribed byit, in accordance with the terms ofthe respective subscription bulletinor in accordance with the callsmade, shall be in default, byoperation of law, under Articles 106and 107 of the BrazilianCorporations Law, subject to the

payment of a fine equivalent to 10%(ten percent) of the totalsubscription price, plus interest of12% (twelve percent) per year and amonetary adjustment of thevariation of General Market PriceIndex, as disclosed by the FundaoGetulio Vargas.

No Change.

Paragraph 2

The Board ofDirectors is empowered to increasethe capital stock up to a limit of200,000,000 (two hundred million)shares, without need of amendingthe By-Laws or approval by theshareholders, as well as to establishthe terms, conditions, issue priceand form of paying in new shares tobe issued pursuant to this paragraph.

No Change.

Paragraph 3 Within the limit ofthe authorized capital, the Board ofDirectors may resolve to issuesubscription warrants.

No Change.


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Paragraph 4 Under Article 168,Paragraph 3, of the BrazilianCorporations Law, the Companys

Board of Directors may grantoptions to purchase or subscribeshares, in accordance with the stockoption programs approved atShareholders Meetings, to its

managers and employees, as well asto the managers and employees ofother companies that are directly orindirectly controlled by the

Company, without preemptiverights for shareholders upon thegrant or exercise of the options,subject to the remaining balance ofthe authorized capital on the date ofthe grant of such options topurchase or subscribe shares.

No Change.

6th Article Each common share

shall correspond to the right to onevote on shareholder resolutions. No Change.

Sole Paragraph The Companyshall not issue preferred shares andfounders shares (partes

beneficirias).

No Change.

7th Article All the shares of the

Company shall be book-entry anddeposited with a financial institutionauthorized by the CVM in a depositaccount in the names of theirowners.

No Change.


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Sole Paragraph The cost oftransfer and registration, as well asthe cost of service relating to theshares in custody may be collectedby the depositary institution directlyfrom the shareholder, as may beestablished in the custodialagreement.

No Change.

8th Article In accordance withArticle 172 of the Brazilian

Corporations Law, the Board ofDirectors, at its discretion, mayforeclose or diminish thepreemptive right in the issuance ofshares, convertible debentures andsubscription warrants whoseplacement is conducted throughsales over a stock exchange or bypublic subscription, or even throughan exchange of shares, in a public

tender offer for control, as providedby law, within the limit of theauthorized capital.

No Change.

CHAPTER THREESHAREHOLDERSMEETING

No Change.

9th Article The ShareholdersMeeting shall, ordinarily, be held

within the first four months of eachyear, for the purposes provided forin law, and extraordinarily,whenever the corporate interestsrequires.

No Change.


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10th Article The ShareholdersMeeting, called in accordance withthe law, shall be presided over bythe Chairman of the Board ofDirectors of the Company (or in hisabsence, the Vice-Chairman of theBoard of Directors) who shallchoose, from among those present,one or more secretaries.

No Change.

Paragraph 1 The Shareholders

Meeting shall annually determinethe aggregate compensation ofmembers of the Board of Directorsand the Executive Board, whereinthe total remuneration shall bedistributed by the Board ofDirectors among its members andthe members of the ExecutiveBoard.

No Change.

Paragraph 2 In the fiscal year inwhich the mandatory dividend, setout in Article 31, is distributed toshareholders, a global percentage ofup to 10% (ten percent) of netincome may be paid to the Board ofDirectors and Executive Board,which will be shared among itsmembers by resolution of the Boardof Directors, provided that the legal

limitation is complied with and it isapproved at the Shareholders

Meeting.

No Change.

11th Article Shareholders may berepresented at the Companys

Shareholders Meetings by a proxy

No Change.


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appointed less than 1 (one) yearprior, who shall be a shareholder or

manager of the Company, attorneyor financial institution. Thesupporting document evidencing hiscommission shall be filed at theCompanys headquarters within the

maximum period of 48 (forty eight)hours before the date scheduled foreach Shareholders Meeting.

12th Article Without prejudice to

the other matters provided by law,the Shareholders Meeting shall

have exclusive powers to:

No Change.

(a) take the accounts of themanagers, examine, discuss andvote on the Companys financial

statements;

No Change.

(b) make amendments to these By-Laws;

No Change.

(C) allot stock dividends and decideon any reverse splits and splits ofshares;

No Change.

(d) elect and dismiss members ofthe Board of Directors;

No Change.

(e) elect and dismiss members ofthe Fiscal Council, if installed;

No Change.

(f) institute stock option plan formanagers and employees of the

No Change.


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Company and its subsidiaries;

(g) resolve on the cancellation ofregistration as a publicly heldcompany before the CVM, pursuantto Chapter VII hereof ;

No Change.

(h) resolve, pursuant to Chapter VIIhereof, on delisting from the NovoMercado; and

No Change.

(i) select, from among a list of threespecialized companies indicated bythe Board of Directors, one to beresponsible for elaborating anappraisal report on the Companys

shares, in the event of cancellationof registration as a publicly heldcompany with the CVM anddelisting from the Novo Mercado.

No Change.

CHAPTER FOURMANAGEMENT OF THE COMPANY

No Change.

13th Article The Companysmanagement shall be exercised bythe Board of Directors and theExecutive Board, as provided bylaw and the dispositions hereof,

subject to the provisions of theshareholders agreements duly filedat the Companys headquarters and

the standards contained inapplicable regulation, including asregards the Novo Mercado Rules.

No Change.


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Paragraph 1 The functions ofmembers of the Board of Directorsand Executive Board may beexercised cumulatively, as providedby law, subject to the limitmentioned in Paragraph 1 of Article143 of the Brazilian CorporationsLaw.

No Change.

Paragraph 2The Company and itsmanagers should, at least once a

year, hold a public meeting withanalysts and other interested partiesto disclose information regardingthe Companys economic and

financial situation, projects andprospects.

No Change.

Paragraph 3The managers are notrequired to give bond or any othersecurity for exercising their office.

No Change.

14th Article The Board ofDirectors shall consist of aminimum of 5 (five) and amaximum of 11 (eleven) sittingmembers, shareholders or not,resident in Brazil and elected at aShareholders Meeting, for a unified

2 (two)-year term of office, and

who may be reelected.

14th ArticleThe Board of Directorsshall consist of a minimum of five (5)and a maximum of eleven (11) sittingmembers, shareholders or not, electedat a Shareholders' meeting, for aunified two (2) year term of officeand who may be reelected.

Paragraph 1 The Board ofDirectors shall have a Chairman anda Vice-Chairman to be elected fromamong its members by the

No Change.


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Shareholders Meeting.

Paragraph 2At least 20% (twentypercent) of the members of theBoard of Directors shall beIndependent Board Members, inaccordance with the definitionprovided for in the Novo MercadoRules, as expressly stated thus inthe minutes of the Shareholders

Meeting that elects them. BoardMembers elected as provided

pursuant to article 141, paragraphs 4and 5 of the Brazilian CorporationsLaw shall also be deemed to beindependent. When, due to theobservation of this percentage, afractional number of BoardMembers results, the fractionalnumber shall be rounded off to: (i)the next higher whole number,where the fraction is equal to or

greater than 0.5 (five tenths), or (ii)next lower whole number, wherethe fraction is less than 0.5 (fivetenths).

No Change.

Paragraph 3 Under the terms ofthe Novo Mercado Rules,Independent Board Member shall

mean a member of the Board ofDirectors who: (i) has no

connection with the Company,except for an equity interest, (ii) isnot a Controlling Shareholder (asdefined in Article 32, Paragraph 2,item a herein), spouse or relativeto the second degree; is not or hasnot been over the last 3 (three) years

No Change.


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connected with a company or entityrelated to the Controlling

Shareholder (persons linked topublic educational and/or researchinstitutions are excluded from thisrestriction); (iii) has not been overthe last 3 (three) years an employeeor Executive officer of theCompany, of the ControllingShareholder or of a companycontrolled by the Company; (iv) isnot a direct or indirectsupplier/purchaser of servicesand/or products to/of the Company,in such magnitude as would imply aloss of independence; (v) is not anemployee or manager of a companyor entity that offers or demandsservices and/or products to/from theCompany, in such magnitude aswould imply a loss ofindependence; (vi) is not a spouseor relative to the second degree of

any manager of the Company; (vii)receives no compensation from theCompany other than as a executivedirector (cash income from intereston capital is excluded from thisrestriction). A Board Memberelected as provided for in Article141, Paragraphs 4 and 5 of theBrazilian Corporations Law is alsoconsidered an Independent Board

Member. Qualification as anIndependent Board Member shall beexpressly stated in the minutes ofthe shareholders meeting that electshim.


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Paragraph 4 The investiture ofBoard Members shall be made byan instrument drawn up in the Bookof Minutes of the Meeting of theBoard of Directors along with thesignature of the respective Terms ofConsent of the Managers alluded toin the Novo Mercado Rules, and incompliance with the applicablelegal requirements. The BoardMembers shall remain in office andperform their duties until their

replacements are elected, except asotherwise resolved at aShareholders Meeting.

No Change.

15th Article The Board ofDirectors shall meet, ordinarily,every 30 (thirty) days, and,extraordinarily, whenever thecorporate interests so require, with

the presence of at least half of itsmembers, whenever called by itsChairman, or, in his absence orincapacity, by the Vice Chairman,or by any 2 (two) Board Members.

No Change.

Paragraph 1 Meetings of theBoard of Directors shall be chairedby the Chairman of the Board or, inhis absence or incapacity, the Vice-

Chairman, or, in the absence orincapacity of both, by the BoardMember appointed by the majorityof Board Members present at themeeting.

No Change.


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Paragraph 2 The call notice forBoard of Directors meetings shallbe made by correspondence sentunder the protocol or Notice ofReceipt, or by telegram, fax oremail, always obeying the minimumperiod of 5 (five) calendar days inadvance. The meeting shall beconsidered valid, even in caseswhere the call notice and/or theagenda have not been provided inadvance in accordance with the

main clause, if all the BoardMembers are present, andfurthermore, if all the BoardMembers set forth in writing in theminutes of the meeting that thefailure to deliver the agenda did notimpair their voting at the meeting.The call notice shall beaccompanied by all documents andsupporting materials necessary for

Board Members to properly formtheir opinion on the matters to bediscussed at the meeting inquestion. In exceptional cases,when the corporate interest sorequires, call notices for Board ofDirectors meetings or their

supporting materials may be sent tothe Board Members with less timethan stipulated above. Such notices

or materials, however, shall be sentto the Board Members as soon aspossible within a reasonable timefor the Board Members to properlyform their opinion on the subject inquestion, stating also the reason forthe urgency.

No Change.


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Paragraph 3 The Board meetingsshall be installed with the presenceof at least the majority of itsmembers. The Board Membersmay attend meetings of the Board ofDirectors via conference call, videoconference or by any other means ofelectronic communication thatpermits the identification of BoardMembers and simultaneouscommunication with all otherpersons attending the meeting.

They also must confirm their votesthrough a written statement sent tothe secretary of the meeting byletter, facsimile or email shortlyafter the meeting. Once thestatement is received, the secretaryof the meeting shall be vested withfull powers to sign the minutes ofthe meeting on behalf of the BoardMembers. In addition, a Director

who sends his vote in writing to theChairman of the Board prior to thestart of the meeting shall beconsidered present at a given Boardof Directors meeting.

No Change.

Paragraph 4 The minutes of theBoard of Directors meetings shall

be drawn up in the minutes book,and its decisions shall pass bymajority vote of those present. TheChairman shall have a tie-breakingvote in the case of a tie.

No Change.

16th Article The Board ofDirectors may create Committees

No Change.


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with specific purposes, definingtheir duties, choosing their members

and delegating specificresponsibilities to them.

17th Article The Board ofDirectors has the duties and powersvested in it by law to ensure thesmooth operation of the Company,and it is within its exclusivecompetence to consider and resolveon the following matters:

No Change.

(a) To establish the generalorientation of the business of theCompany;

No Change.

(b) To approve annual and multi-annual budgets, strategic plans,expansion projects and investmentprograms of each division of the

Company, as well as to monitortheir implementation;

No Change.

(c) To appraise the Managements

Report and the Executive Boardsaccounts and resolve on theirsubmission to the Shareholders

Meeting;

No Change.

(d) To appraise the quarterly resultsof the Companys operations;

No Change.

(e) To approve the Companys

Internal Rules, if deemedconvenient, which shall provide for

No Change.


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the administrative and functionalstructure;

(f) To appoint and dismiss Officers,as well as define their competenceand oversee their management;

No Change.

(g) To distribute among themanagers the global remunerationestablished at the ShareholdersMeeting;

No Change.

(h) To empower the ExecutiveBoard and, in such cases as it maydefine, require the priorauthorization of the Board ofDirectors as a condition for thevalidity of the act, to (i) contractobligations and make investmentsand divestitures, (ii) waive rights,compromise and discharge, (iii)

provide guarantees, and (iv)acquire, alienate or encumber fixedassets;

No Change.

(i) To manifest itself onconsolidations, spin-offs, andmerger transactions to which thecompany is a party, as well as itsparticipation in other companies,

through investment or acquisition;

No Change.

(j) To approve the execution of anycontract or assumption ofobligations in excess ofR$10,000,000.00 (ten million reais),unless expressly provided for in the

No Change.


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Business Plan;

(k) To resolve on any restatements,amendments, or additions toshareholders agreements and

consortia contracts in which theCompany participates, as well as toenter into new agreements and/orconsortia contracts that address suchsubjects;

No Change.

(l) To resolve on the issuance of theCompanys shares within the limit

of the authorized capital, asprovided for by Paragraph 2 ofArticle 5 of these By-Laws;

No Change.

(m) To resolve on the foreclosure orlimitation of the preemptive rightsof shareholders in capital increasesthrough sales over a stock exchange

or by public subscription, or byexchanging shares in a public tenderoffer for control, as provided bylaw, within the authorized capitallimit under Article 8 hereof;

No Change.

(n) To decide on the issuance ofsubscription warrants, as providedin Paragraph 3 of Article 5 hereof,

including the foreclosure orlimitation of the preemptive rightsof shareholders, pursuant to Article8 hereof;

No Change.

(o) To resolve on the purchase ofshares of the Company itself for

No Change.


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treasury and/or subsequentcancellation or sale;

(p) To resolve on granting optionsto purchase or subscribe shares tomanagers or employees of theCompany or controlled companies,in accordance with plans approved

by a shareholders meeting,

pursuant to Paragraph 4 of Article 5hereof;

No Change.

(q) To resolve on the issuance ofnon-convertible debentures, as wellas with respect to (i) the mattersprovided for in Article 59,paragraph 1 of the BrazilianCorporations Law that have beendelegated by the Shareholders

Meeting; and (ii) promissory notesand other debt securities not

convertible into shares, for public orprivate distribution, establishing alltheir terms and conditions;

No Change.

(r) To convene shareholders

meetings, manifesting itself inadvance regarding any topics on theagenda;

No Change.

(s) To decide, ad referendum of theShareholders Meeting, on thepayment of dividends and intereston the shareholders equity,including interim dividends onaccount of existing accrued profitsor profit reserves;

No Change.


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(t) To elect and dismiss independentauditors;

No Change.

(u) To define a list containing threefirms specialized in economicappraisal of companies for thepreparation of an appraisal report onthe Companys shares in the event

of a public tender offer for shares(Public Tender Offer) to cancel

registration as a publicly held

company or delist from the NovoMercado;

No Change.

(v) To manifest itself in favor oragainst to any Public Tender Offerfor the shares issued by theCompany, by means of asubstantiated opinion prepared inadvance, in which it will manifestitself, at a minimum: (i) on theconvenience and timeliness of theoffer with respect to the interests ofthe collection of shareholders and inrelation to the liquidity of thesecurities they own; (ii) on therepercussions of the offering on theCompanys interests; (iii) with

respect to the strategic plansdisclosed by the offeror in relationto the Company; and (iv) other

points it deems pertinent, as well asthe information required by theapplicable rules established by theCVM. The opinion shall bedisclosed within 15 (fifteen) days ofthe date of publication of the Public

No Change.


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Tender Offer notice;

(w) To resolve on policies to avoidconflicts of interest between theCompany and its shareholders or itsmanagers, as well as to adoptmeasures deemed necessary in theevent such conflicts arise; and

No Change.

(x) To authorize the negotiation,execution or amendment of

contracts of any kind or valuebetween the Company and itsshareholders, directly or throughintermediary companies.

No Change.

18th Article The Company shallhave an Executive Board consistingof 4 (four) to 11 (eleven) members,including 1 (one) Chief ExecutiveOfficer and 1 (one) Chief Financial

Officer, and other Officers with nospecific designation, and whoseduties shall be defined by the Boardof Directors. One member of theExecutive Board shall act asInvestor Relations Officer, pursuantto CVM regulations and subject tothe powers set forth in Article 22.The Executive Board Members maybe shareholders or others, resident

in the country, elected anddismissed by the Board of Directorsat any time.

No Change.

Paragraph 1The Officers term ofoffice is 1 (one) year and may berenewed. When their commissions

No Change.


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expire, Officers shall exercise theirduties until the appointment and

investiture of their successors.

Paragraph 2The investiture of theOfficers shall occur upon executionof an instrument drawn up in theBook of Minutes of the ExecutiveBoard along with the signatures oftheir Terms of Consent ofManagers, pursuant to NovoMercado Rules, and in compliance

with the applicable legalrequirements.

No Change.

19th Article The Executive Boardis empowered to:

No Change.

(a) comply with, and cause to becomplied with, the Companys

general business orientation as

established by the Board ofDirectors;

No Change.

(b) annually prepare and proposethe strategic plan, expansionprogram, investment plans and theannual budget of the Company and,when needed, the multi-annualbudget, and their revisions, to the

Board of Directors;

No Change.

(c) submit to the Board of Directorsall matters for resolution whichexceed its limit of authority;

No Change.


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(d) prepare, each fiscal year, theAnnual Report of the Managementand the Financial Statements to besubmitted to the Board of Directorsand, subsequently, to theShareholders Meeting;

No Change.

(e) develop and propose policies oncorporate social responsibility, suchas environment, health, safety andcorporate social responsibility to the

Board of Directors and implementthe approved policies;

No Change.

(f) establish and report to the Boardof Directors, within such limits as itmay define, the responsibility ofeach member of the ExecutiveBoard to contract obligations,realize investments and divestitures,provide guarantees, acquisitions,alienations and encumbrances ofassets, whether pertaining to fixedassets or not, waive rights, conducttransactions and grant discharges,and authorize the execution of eachof these actions when they exceedthe scope of individual Officers;

No Change.

(g) establish, from the scope of

authority established by the Boardof Directors for the ExecutiveBoard, the limits of responsibilitythroughout the administrativehierarchy of the Companys

administrative organization.

No Change.


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(h) authorize the opening andclosing of branches, agencies,warehouses, representative officesor any other establishment in Braziland abroad.

No Change.

20th Article - The specific powersbelow shall be vested in the ChiefExecutive Officer, withoutprejudice to others assigned by theBoard of Directors or these By-

Laws:

No Change.

(a) To convene and chair meetingsof the Executive Board;

No Change.

(b) To maintain permanentcoordination between the ExecutiveBoard and the Board of Directors;and

No Change.

(c) To comply with and enforce,within his authority, these By-Lawsand the resolutions of the ExecutiveBoard, the Board of Directors andthe Shareholders Meetings.

No Change.

21st Article Regardless of theopinion of the Board of Directors,

the Chief Executive Officer, in caseof incapacity or temporary absencenot exceeding thirty (30) days, shallappoint one of the other Officers toreplace him.

No Change.


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Sole Paragraph A single personmay not act both as the Companys

Chief Executive Officer or principalexecutive and as Chairman of theCompanys Board of Directors,except when the Chief ExecutiveOfficer post is vacant, in whichcases the functions of ChiefExecutive Officer and Chairman ofthe Board may be exercisedcumulatively by one person for amaximum and non-extendable

period of 180 days, in which casesuch exercise must be specificallydisclosed to the market.

No Change.

22nd Article In addition to otherpowers that have been assigned tothe Investor Relations Officer bythe Board of Directors, the InvestorRelations Officer shall provide

information to investors, the CVMand the stock exchange or Over-the-counter market where theCompanys securities are traded,

and keep the registration of theCompany up-to-date in accordancewith the applicable rules of theCVM.

No Change.

23rd ArticleEach Officer shall be

entitled to one vote at ExecutiveBoard meetings. Decisions shallpass by a simple majority of votes.The Chief Executive Officer shallhave the tie-breaking vote in casesof ties and, further, the right to vetoto any resolution passed at meetings

No Change.


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of the Executive Board.

24th Article Except for the casesspecified in paragraphs in thisArticle, the Company is validlybound whenever it is representedby:

No Change.

(a) Two officers, jointly; No Change.

(b) One Officer jointly with aprocurator of the Company, withinthe limits of the powers granted;

No Change.

(c) Only one Officer or oneprocurator, with specific powers,when it comes to representing it (a)in court, (b) before direct andindirect federal, state and municipalagencies, (c) when the act to be

done is part of the normal course ofbusiness of a division or departmentof the Company, provided that suchact is performed by the officerresponsible for that division ordepartment or by proxy appointedby such Officer, or (d) inemergency situations, to safeguardthe interests of the Company; and

No Change.

(d) Two procurators with specificpowers, within the limits of thepowers granted.

No Change.

Sole Paragraph Subject to theprovisions of this article, the Board

No Change.


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of Directors may establish powersor specific rules for representing the

Company, based on the amounts ofobligations contracted, the nature ofthe acts to be performed or othercriteria that meet the corporateinterest.

25th Article Acts undertaken byOfficers or any of the procurators,agents or employees of theCompany, which involve the

Company in obligations relating tobusiness or transactions beyond theCompanys corporate purposes,

such as sureties, endorsements orany other guarantees in favor ofthird parties, are expresslyprohibited, and are null and voidwith respect to the Company.

No Change.

26th Article

Every power ofattorney granted by the Company,besides specifying the powersconferred, shall be signed by twoOfficers and, except those forjudicial purposes or forrepresentation in administrativeproceedings, shall set forth theperiod of validity.

No Change.

27th Article The technicalsupervision of assembly work willbe done by a specializedprofessional or professionals,registered with the RegionalCouncil of Engineering,Architecture, Agronomy, who,

No Change.


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within their technicalresponsibilities, shall enjoy full

autonomy, with no subordination ofany kind to officers who are notengineers.

CHAPTER FIVEFISCAL COUNCIL

No Change.

28th Article The Fiscal Councilshall operate permanently, and it

shall be composed of three sittingmembers and an equal number ofAlternates, whether shareholders ornot, resident in Brazil and elected ata Shareholders Meeting, whichshall determine their compensation.

No Change.

Paragraph 1 The Fiscal Councilsmembers shall have roles and dutiesconferred by law and shall be

substituted, in their incapacities,absences or vacancies, by theirAlternates.

No Change.

Paragraph 2 The Fiscal Councilsmembers and their alternates shallhold office until the firstShareholders Meeting held after

their election.

No Change.

Paragraph 3 The President of theFiscal Council shall be chosen at aShareholders Meeting.

No Change.

Paragraph 4The investiture of the No Change.


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members of the Fiscal Council shallbe conditioned on the prior signing

of the Term of Consent of theMembers of the Fiscal Council, asdetermined by the Novo MercadoRules, and in compliance with theapplicable legal requirements.

Paragraph 5 The call notice forFiscal Council meetings shall bemade by correspondence sent underthe protocol or Notice of Receipt, or

by telegram, fax or email, alwaysobeying the minimum period of 5(five) calendar days in advance.The call notice shall beaccompanied by all documents andsupporting materials necessary forcouncilors to properly form theiropinion on the matters to bediscussed at the meeting inquestion. In exceptional cases,

when the corporate interest sorequires, call notices for FiscalCouncil meetings or theirsupporting materials may be sent tothe Council members with less timethan stipulated above. Such noticesor materials, however, shall be sentto the Councilors as soon aspossible within a reasonable timefor the Councilors to properly form

their opinion on the subject inquestion, stating also the reason forthe urgency.

No Change.

Paragraph 6 The meeting shall beconsidered valid, even in caseswhere the call notice and/or the

No Change.


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agenda have not been provided inadvance in accordance with

Paragraph 5 above, if all thecouncilors are present.

Paragraph 7 The Councilors mayattend meetings of the FiscalCouncil via conference call, videoconference or by any other means ofelectronic communication thatpermits the identification ofCouncilors and simultaneous

communication with all otherpersons attending the meeting.

No Change.

CHAPTER SIXFISCAL YEAR

No Change.

29th Article The fiscal year shallbegin on January 1st and end onDecember 31st of each calendar

year. At the end of each fiscal year,financial statements shall beprepared in accordance withrelevant legal standards, and shallinclude (a) a balance sheet, (b) astatement of results for the year, (c)a statement of changes inshareholders equity, (d) a statement

of cash flows, (e) statements ofvalue added and (f) explanatory

notes to the financial statements,and shall be audited by anindependent auditor registered withthe CVM. Along with the financialstatements, the Board of Directorsshall submit a proposal on theallocation to be given to net income

No Change.


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to the Annual Shareholders

Meeting, in compliance with the

provisions hereof and applicablelaw.

30th Article Accumulated losses,if any, and the provision for incometax and social contribution on netprofits, shall be deducted from theresult for the year before anyparticipation. From the remainingprofits, the participation to be

assigned to the managers shall becalculated, if the ShareholdersMeeting so determines, pursuant toArticle 10, Paragraph 2 hereof. Netincome for the year will beallocated as follows:

No Change.

(a) 5% (five percent) shall beapplied, before any other allocation,

to the Legal Reserve, which shallnot exceed 20% (twenty percent) ofthe capital stock;

No Change.

(b) a portion, as proposed byadministrative bodies, may beallocated to form a ContingencyReserve, pursuant to Article 195 ofthe Brazilian Corporations Law;

No Change.

(c) a portion, as proposed byadministrative bodies, may beretained based on a capital budgetpreviously approved pursuant toArticle 196 of the BrazilianCorporations Law;

No Change.


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(d) a portion shall be earmarked forpaying the mandatory dividend toshareholders, subject to theprovisions of Article 31;

No Change.

(e) in the fiscal year in which theamount of the mandatory dividend,calculated in accordance withArticle 31, exceeds the realizedportion of profit for the year, theShareholders Meeting may, upon a

proposal from the administrativebodies, allocate the surplus toconstitute an Unrealized ProfitReserve, subject to the provisions ofArticle 197 of the BrazilianCorporations Law; and

No Change.

(f) a portion, as proposed by theadministrative bodies, may beearmarked to form the ExpansionReserve, subject to the provisions ofParagraph 1 below and Article 194of the Brazilian Corporations Law.

No Change.

Paragraph 1 The ExpansionReserve has the followingcharacteristics:

No Change.

(a) its purpose is to assure resourcesto finance additional investments infixed and working capital and inexpanding corporate activities;

No Change.

(b) a portion of the net profit for theimmediately preceding year

No Change.


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corresponding to resources that, atthe recommendation of the Board of

Directors, are necessary to meet thepurposes of item a, whether or notspecifically covered in a capitalbudget, shall be allocated to theExpansion Reserve for each fiscalyear, and such allocation is subjectto the express approval ofshareholders gathered at ashareholders meeting;

(c) the maximum limit for theExpansion Reserve is 80% (eightypercent) of the value of thesubscribed capital of the Company.The resources that are earmarkedfor the Expansion Reserve may notexceed 75% (seventy-five percent)of adjusted net income, as providedin article 202 of the BrazilianCorporations Law.

No Change.

Paragraph 2 The Company mayprepare semi-annual balance sheetsfor the purposes specified in Article204 of the Brazilian CorporationsLaw. If available profits so allow,at the discretion of the Board ofDirectors, and upon consultationwith the Fiscal Council, if inoperation, semi-annual dividends

shall be paid. The Company mayalso, as provided by article 204, 1of the Brazilian Corporations Law,prepare balance sheets anddistribute dividends in shorterperiods, provided that the total ofthe dividends paid in each quarter of

No Change.


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whether through a singletransaction, or through successive

transactions, shall be contractedunder a condition precedent orsubsequent that the acquiring partyshall obligate itself to make a PublicTender Offer for the remainingshares of the other shareholders ofthe Company, subject to theconditions and periods provided forin applicable legislation and theNovo Mercado Rules, such that theyare assured treatment equal to thatgiven to the Selling ControllingShareholder.

Paragraph 1 The public offeringreferred to in this article shall alsobe required: (a) when there isencumbered assignment ofsubscription rights or an option toacquire shares or other securities or

rights relating to securitiesconvertible into shares, or that givethe right to their subscription oracquisition, as applicable, whichcomes to result in the sale ofControl of the Company, and (b) inthe case of a transfer of control ofcompany(ies) holding the Power ofControl of the Company, in whichcase, the Selling Controlling

Shareholder shall be obliged todeclare to the BM&FBOVESPA thevalue assigned to the Company insuch transaction and providesupporting documentation.

No Change.


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Paragraph 2 For purposes hereof,capitalized terms shall have thefollowing meanings:

No Change.

(a) Acquiring Shareholder meansany person (including, withoutlimitation, any natural person orlegal entity, investment fund,condominium, portfolio ofsecurities, communion of interests(universalidade de direitos), or other

form of organization, resident,domiciled or headquartered inBrazil or abroad), or ShareholderGroups;

No Change.

(b) Controlling Shareholder hasthe meaning ascribed to it in theNovo Mercado Rules;

No Change.

(c) Selling ControllingShareholder has the meaningascribed to it in the Novo MercadoRules;

No Change.

(d) Shares in Circulation has themeaning ascribed to it in the NovoMercado Rules;

No Change.

(e) Control (as well as relatedterms, Power of Control,Controller, under commonControl or Controlled Company)means the power effectively used toguide, directly or indirectly,corporate activities and orient the

No Change.


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functioning of the bodies of theCompany, in fact or by right,

regardless of the shareholdinginterest held. There is apresumption of ownership ofControl in relation to a person orShareholder Group owning sharesthat assure them an absolutemajority of votes of shareholderspresent at the last threeshareholders meetings of the

Company, even if they do not ownthe shares that would assure themthe absolute majority of the votingstock.

(f) Derivatives means anyderivatives that can be settled inshares issued by the Companyand/or against payment in cash,traded over an exchange, Over-the-counter market or privately, which

are referenced to shares or any othersecurity issued by the Company.

No Change.

(g) Shareholder Group - means agroup of two or more persons thatare (a) bound by contracts oragreements of any nature, includingshareholder agreements, whetheroral or written, either directly orthrough companies Controlled,

Controlling or under commonControl; or (b) among which thereis a relationship of Control, whetherdirect or indirect; or (c) undercommon Control; or (d) actrepresenting a common interest.Examples of persons representing a

No Change.


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common interest include, withoutlimitation, (i) a person holding,

directly or indirectly, a corporatestake equal to or greater than 15%(fifteen percent) of the capital stockof another person, and (ii) twopersons having a third investor whoholds, directly or indirectly, acorporate stake equal to or greaterthan 15% (fifteen percent) of thecapital stock of the two persons.Any joint ventures, funds orinvestment clubs, foundations,associations, trusts, condominiums,cooperatives, portfolios ofsecurities, communion of interests(universalidades de direitos), or anyother form of organization orundertaking, constituted in Brazil orabroad shall be considered part ofthe same Shareholder Groupwhenever two or more such entities:(x) are administered or managed by

the same entity or by parties relatedto the same legal entity, or (y) havein common the majority of theirmanagers.

(h) Other Corporate Rights means(i) usufruct or trust of the sharesissued by the Company, (ii) optionsto purchase, subscribe or exchange,

of any kind, that may result in theacquisition of shares issued by theCompany; or (iii) any other rightthat ensures, on a permanent ortemporary basis, political rights orproperty rights of a shareholderover shares issued by the Company.

No Change.


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(i) Economic Value has themeaning ascribed to it in the NovoMercado Rules.

No Change.

33rd Article Whosoever comes toacquire the Power of Control overthe Company, due to a private stockpurchase agreement entered intowith the Controlling Shareholder,involving any quantity of shares,shall be obligated to:

No Change.

(a) Carry out the Public TenderOffer referred to in the articleabove;

No Change.

(b) Pay, under the terms indicatedbelow, the amount equivalent to thedifference between the price paid inthe context of the Public Tender

Offer and the amount paid for anyshare acquired over a stockexchange in the 6 (six) months priorto the date of acquisition of thePower of Control, as duly indexedby the IGP-M/FGV to the date ofpayment; the amount to be paid bythe Acquiring Shareholder shall bedistributed among all the personsthat sold shares of the Company in

the trading sessions in which theAcquiring Shareholder madepurchases, proportionally to thedaily net seller balance of each, itfalling to the BM&FBOVESPA tooperationalize the distribution underthe terms of its regulations; and

No Change.


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(c) Take appropriate measures torestore the minimum free floatpercentage of 25% (twenty fivepercent) of the total of the shares ofthe Company in circulation, within6 (six) months following theacquisition of Control.

No Change.

34th Article Any AcquiringShareholder that acquires or comesto own shares issued by the

Company in quantities equal to orgreater than 20% (twenty percent)of the total shares issued by theCompany shall, within 60 (sixty)days of the date of acquisition or theevent that resulted in the ownershipof shares in quantities equal to orgreater than 20% (twenty percent)of the total shares issued by theCompany, carry out or apply for the

registration for subsequentlycarrying out a Public Tender Offerfor the totality of the shares issuedby the Company, observing theprovisions of the applicable CVMregulations, the Novo MercadoRules, other regulations of theBM&FBOVESPA and the terms ofthis Article.

No Change.

Paragraph 1 The Public TenderOffer must be: (i) directedindistinctly to all shareholders ofthe Company, (ii) effected at anauction to be held on theBM&FBOVESPA; (iii) launched atthe price determined in accordance

No Change.


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with the provisions of this Article,Paragraph 2; and (iv) provide for

payment of the purchase price of theshares in the offer in cash in localcurrency, against the acquisition ofthe shares issued by the Company inthe Public Tender Offer.

Paragraph 2The purchase price inthe Public Tender Offer for eachshare issued by the Company maynot be less than the greater of:

No Change.

(a) the Economic Value of theshare, set in an appraisal reportprepared in accordance with theprovisions of and following theprocedures envisioned in Article 38hereof;

No Change.

(b) 125% (one hundred twenty

percent) of the amountcorresponding to the highestmonthly average price of the sharesissued by the Company trading onthe BM&FBOVESPA weighted bythe daily trading volume over the 12(twelve) months preceding the dateon which the ownership interest ofthe Acquiring Shareholder reachedthe threshold set in the main clause

of this article or the date ofdisclosure of such acquisition to themarkets, whichever occurs first; or

No Change.

(c) the highest price paid by theAcquiring Shareholder, during theperiod of 24 (twenty four) months

No Change.


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prior to the Public Tender Offer, fora share or lot of shares issued by the

Company.

Paragraph 3 The Public TenderOffer referred to in the main clauseof this article shall not exclude thepossibility of another shareholder ofthe Company or, as the case maybe, of the Company itself,formulating a competing PublicTender Offer, pursuant to applicable

regulations.

No Change.

Paragraph 4 The Public TenderOffer referred to in the main clauseof this article may be waived uponthe favorable vote of shareholdersgathered at a shareholders meeting

especially convened for thispurpose, provided that this meeting

is attended by shareholdersrepresenting at least 30% (thirtypercent) of the Companys capital

stock, without counting in thecalculation of this percentage theshares held by the AcquiringShareholder referred to in the mainclause of this Article.

No Change.

Paragraph 5 The Acquiring

Shareholder shall be obligated toattend to any requests or demandsfrom the CVM regarding the PublicTender Offer, within the time limitsprovided for in applicableregulations.

No Change.


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Paragraph 6 In the event that theAcquiring Shareholder fails tocomply with the obligationsimposed by this Article, includingwith respect to meeting thedeadlines for (i) realizing orrequesting registrations of thePublic Tender Offer, or (ii)complying with any CVM requestsor requirements, the Board ofDirectors of the Company shallconvene an Extraordinary

Shareholders Meeting, at which theAcquiring Shareholder shall notvote, to resolve on the suspension ofthe exercise of the rights of theAcquiring Shareholder that failed tocomply with any obligationimposed by this article, as providedin Article 120, of the BrazilianCorporations Law.

No Change.

Paragraph 7 Any AcquiringShareholder that acquires or comesto own other rights, including (i)Other Corporate Rights to aquantity equal to or greater than20% (twenty percent) of the totalshares issued by the Company orwhich may result in the acquisitionof shares issued by the Company ina quantity equal to or greater than20% (twenty percent) of the totalshares issued by the Company, or(ii) Derivatives (a) giving the rightto shares of the Companyrepresenting 20% (twenty percent)or more of the shares of theCompany, or (b) giving the right to

No Change.


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receive an amount corresponding to20% (twenty percent) or more of the

shares of the Company, shall alsobe obligated, within 60 (sixty) daysof the date of such acquisition orevent, realize or request registration,as the case may be, of a PublicTender Offer, as described in thisArticle.

Paragraph 8 The Public TenderOffer referred to in the main clause

of this article, made by anAcquiring Shareholder, shall beautomatically waived when suchAcquiring Shareholder is requiredto make the Public Tender Offerdiscussed in Article 32 above.

No Change.

Paragraph 9 The provision of thisArticle shall not apply in the event a

person becomes an owner of sharesissued by the Company in excess of20% (twenty percent) of the totalshares of its issuance due to (i) themerger of another company by theCompany, (ii) the share merger ofanother company by the Company,(iii) the cancellation of treasuryshares, (iv) the merger of theCompany (or its shares) by anothercompany, (v) the public or private

offer formulated by the Companyinvolving an exchange of shares or(vi) the subscription of shares of theCompany in a single primaryissuance, which has been approvedat a shareholders meeting of the

Company, as convened by its Board

No Change.


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of Directors, and whose proposalfor a capital increase has

determined the pricing of sharesissued on the basis of the economicvalue derived from an economicand financial appraisal of theCompany carried out by aspecialized entity or firm withproven experience in evaluatingpublicly held companies.

Paragraph 10 For purposes of

calculating the percentage of 20%(twenty percent) of the total sharesissued by the Company described inthe main clause of this article,involuntary increases in equityinterests resulting from thecancellation of treasury shares orfrom reduction of the Companyscapital stock by means ofcancellation of shares shall not be

taken into account.

No Change.

35th Article The Company shallnot register on its books:

No Change.

(a) Any transfer of ownership of itsshares to a/the purchaser(s) of thePower of Control or to those thatcome to hold the Power of Control

until this/these shareholder(s) signthe Controllers Term of Consent

referred to in the Novo MercadoRules; and

No Change.

(b) A shareholders agreement that

provides for the exercise of theNo Change.


48/58


Power of Control, until itssignatories sign the Controllers

Term of Consent referred to in itema above.

36th Article In the Public TenderOffer to be made by the ControllingShareholder or by the Company tocancel the registration as a publiclyheld company, the minimum priceto be offered shall correspond to theEconomic Value in the appraisal

report mentioned in Article 38hereof, subject to the applicablelegal standards and regulations.

No Change.

37th Article The application tocancel the registration as a publiclyheld company with the CVM on theCompanys initiative and the

delisting from the Novo Mercadomust be approved at a Shareholders

Meeting.

No Change.

Sole Paragraph If delisting fromthe Novo Mercado is approved,whether to register the shares fortrading outside the Novo Mercado,or in a corporate reorganization inwhich the resulting company is notadmitted for trading on the Novo

Mercado, the shareholder(s) holdingthe Power of Control of theCompany shall, within 120 (onehundred and twenty) days of thedate of the shareholders meeting

that approved such transaction,make a Public Tender Offer for the

No Change.


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50/58


attended by shareholdersrepresenting at least 20% (twenty

percent) of the total Shares inCirculation or that, if installed onsecond call, may be attended by anynumber of shareholdersrepresenting the Shares inCirculation. The costs of preparingthe report shall be fully borne by theoffering party.

39th Article If there is no

Controlling Shareholder: No Change.

(a) Whenever delisting from theNovo Mercado is approved at aShareholders Meeting, whether to

register for trading shares outsidethe Novo Mercado or for acorporate reorganization asprovided for in the Sole Paragraph

of Article 37 hereof, the PublicTender Offer shall be effected bythose responsible for realizing thePublic Tender Offer as establishedat the Shareholders Meeting, who,

being present at such Meeting, shallexpressly assume the obligation torealize the offer.

No Change.

(b) In the absence of definition of

those responsible for realizing thePublic Tender Offer, in the case of acorporate reorganization, in whichthe securities of the resultingcompany are not admitted fortrading on the Novo Mercado, theshareholders that voted in favor of

No Change.


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the corporate reorganization shallrealize such offer.

40th Article The delisting of theCompany from the Novo Mercadodue to the breach of any obligationincluded in the Novo MercadoRules, is conditioned on therealization of the Public TenderOffer, at, at least, the EconomicValue of the shares, to be calculatedin an appraisal report, as provided

in Article 38 of these By-Laws,subject to the applicable legalstandards and regulations.

No Change.

Paragraph 1 The ControllingShareholder shall effect the PublicTender Offer provided for in themain clause of this Article.

No Change.

Paragraph 2 If there is noControlling Shareholder and thedelisting from the Novo Mercadoreferred to in the main clauseoccurs, the following provisionsshall be observed:

No Change.

(a) if the non-compliance arisesfrom a resolution of the

Shareholders Meeting, the PublicTender Offer shall be effected bythe shareholders that voted in favorof the resolution that involved suchnon-compliance.

No Change.


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(b) if the non-compliance arisesfrom an act or fact of theCompanys management, the

Companys managers shall convene

a shareholders meeting whose

agenda shall be to resolve how tocure the non-compliance with theobligations included in the NovoMercado Rules or, as may be thecase, resolve on delisting theCompany from the Novo Mercado.

No Change.

(c) if the shareholders meeting

mentioned in item (b) aboveinvolves delisting the Companyfrom the Novo Mercado, suchshareholders meeting shall

establish those responsible forrealizing the Public Tender Offercontemplated in the main clause,who, being present at the meeting,

shall expressly assume theobligation to realize the offer.

No Change.

41st Article The formulation of asingle Public Tender Offer,pursuing more than one of thepurposes specified in this ChapterVII, in Novo Mercado Rules or inthe regulations issued by the CVM,is allowed, provided it is possible to

make the procedures for all themodalities of Public Tender Offerscompatible and there is no harm tothe offerees and the authorization isobtained from the CVM whenrequired by applicable law.

No Change.


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42nd ArticleThe Company or theshareholders responsible forconducting the Public Tender Offerreferred to in this Chapter VII, inthe Novo Mercado Rules or theregulation issued by the CVM mayensure its execution byintermediation of any shareholder,third party and, as appropriate, bythe Company. The Company or theshareholder, as the case may be, isnot exempt from the obligation to

make a Public Tender Offer until itis completed in compliance with theapplicable rules.

No Change.

Sole Paragraph Notwithstandingthe provisions of Articles 34, 35,36, 41 and the main clause of thisArticle 42 hereof, the provisions ofthe Novo Mercado Rules shall

prevail in the event of harm to therights of offerees mentioned in suchArticles.

No Change.

43rd Article All shareholders orShareholder Groups are required todisclose acquisitions of shareswhich, when added to those alreadypossessed, exceed 5% (five percent)of the capital stock of the Company,

through notice to the CompanysInvestor Relations Officer, whichshould contain the informationspecified in Article 12 of CVMInstruction 358/2002.

No Change.


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Paragraph 1 In addition to themain clause of this paragraph, as ofthe date on which there is noControlling Shareholder of theCompany, any AcquiringShareholder that directly orindirectly attains a stake in Sharesin Circulation equal to or in excessof 5% (five percent) of the capitalstock of the Company, and thatwishes to acquire more Shares inCirculation, shall be obligated to (i)

carry out each new purchase overthe BM&FBOVESPA (privatetrading or Over-the-counter markettransactions being prohibited), (ii )before each new acquisition, givewritten notice to the Companys

Investor Relations Officer and theFloor Trading Officer of theBM&FBOVESPA, through thebrokerage firm to be used to acquire

the shares, of the quantity of Sharesin Circulation that it intends topurchase, at least 3 (three) businessdays prior to the date for realizingthe new acquisition of shares, sothat the BM&FBOVESPAs floor

trading officer can previously call apurchase auction to be held on thefloor of the BM&FBOVESPA, inwhich interfering third parties

and/or the Company itself mayparticipate, subject in each case tothe terms of applicable legislation,in particular the applicableregulations of the CVM and theBM&FBOVESPA.

No Change.


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Paragraph 2 In the event theAcquiring Shareholder fails tocomply with the obligationsimposed by this Article, the Boardof Directors of the Company shallconvene an ExtraordinaryShareholders Meeting, at which the

Acquiring Shareholder shall notvote, to deliberate on the suspensionof the exercise of the rights of theAcquiring Shareholder, as providedfor in Article 120 of the Brazilian

Corporations Law, withoutprejudice to the liability of theAcquiring Shareholder for lossesand damages caused to the othershareholders as a result of thenoncompliance with the obligationsimposed by this Article.

No Change.

44th Article Any provisions of

this Chapter VII may be amendedonly at the discretion of theCompanys shareholders gathered at

a Shareholders Meeting, subject to

the provisions of the sole paragraphbelow.

No Change.

Sole Paragraph On first call, theShareholders Meeting referred to in

the main clause shall be convened

on 30 (thirty) days notice. If thequorum required by art. 135 of theBrazilian Corporations Law is notattained, the Shareholders Meetingshall be rescheduled on at least 15(fifteen) days notice and, in this

case, it shall be deemed validly

No Change.


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installed in the presence ofshareholders representing at least

30% of the capital stock. If saidquorums are not attained on eitherfirst or second call, the matters onthe agenda for the Shareholders

Meeting in question shall bedeemed rejected.

45th Article The situationsomitted in these By-Laws shall beresolved at a Shareholders Meeting

and governed in accordance withthe provisions of the BrazilianCorporations Law.

No Change.

CHAPTER EIGHTDISSOLUTION,LIQUIDATION AND

EXTINGUISHMENTNo Change.

46th Article The Company shall

be dissolved in the cases specifiedby law, and the Shareholders

Meeting shall establish the form ofits liquidation by appointing theliquidator or liquidators and electingthe Fiscal Council, which shalloperate during the liquidationperiod until its closure andconsequent extinction of theCompany.

No Change.

CHAPTER NINEARBITRATION

No Change.

47th Article The Company, itsshareholders, managers and

No Change.


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members of the Fiscal Councilobligate themselves to resolve,

through arbitration, before theMarket Arbitration Chamber, anyand all disputes or controversiesthat may arise among them, relatedto or arising in particular from theapplication, validity, effectiveness,interpretation, breach and sequelae,of the dispositions contained in theBrazilian Corporations Law, theBy-Laws, the standards issued bythe National Monetary Council, theCentral Bank of Brazil and theCVM, as well as other standardsapplicable to the functioning of thecapital markets in general, beyondthose contained in the NovoMercado Rules, the SanctionsRegulation, the Contract forParticipation in the Novo Mercadoand the Arbitration Rules of theMarket Arbitration Chamber.

CHAPTER TENMISCELLANEOUS

No Change.

48th Article The Company,through its managers, shall giveeffect to the shareholder agreementsfiled at its headquarters, subject tothe provisions of Article 38 hereof,

abstaining from registering anytransfer of shares contrary to itsterms. For all purposes, the votescast in contravention of the terms ofthe shareholders agreements so

filed shall not be valid at anyShareholders Meeting, and the

No Change.


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Chair presiding shall obligatorilyabstain from counting them.

*****

EGM - Management Proposal

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