SECTION II – THE MANAGEMENT COUNCIL
Article 9 – The Management Council shall be formed by at least 5 (five) and at most 9 (nine) members, all elected and removable from office by the General Meeting, with an unified mandate of 2 years, allowing reelection.
Paragraph 1 – From the Management Council, at least 20% (twenty percent) of the members shall be Independent Council Members, according to the definition set by the Level 2 Regulations, expressly declared as such in the minutes of the General Meeting that elects them, being also considered as independent the council members elected under the conditions foreseen under article 141, paragraphs 4 and 5 of Law 6,404/76.
Paragraph 2 – When, due to the observance of the percentage referred to in the above paragraph, a fraction number of council members is attained, the rounding will be effected according to the terms of the Level 2 Regulations.
Article 10 – The Shareholders’ Meeting shall assign, among the elected Directors, those that shall take the position of Chairman and Vice-Chairman of the Board.
Paragraph 1 – In the event of temporary impediment of the President, the Management Council shall be chaired by its vice-president. If the temporary impediment exceeds 60 (sixty) days or if the vacancy of this position is determined, a General Meeting shall be called for election of the new President of the Management Council, within the 30 (thirty) days following the event of any of the above situations.
Paragraph 2 – If the vice-presidency position is vacant, the Management Council shall select one of its members to replace him, with a mandate valid until the following General Meeting.
Paragraph 3 – Without prejudice to the provisions of the previous paragraph, whenever any position of the Board of Directors becomes vacant, the remaining Directors may appoint a substitute, who shall take over until the next Shareholders’ Meeting. When most of the positions vacate, a Shareholders’ Meeting shall be immediately called to order to proceed with the election of new members, who shall complete the mandates of the replaced positions.
Article 11 – It is up to the Chairman or the Vice-Chairman, the latter in the event of absence or impairment of the former, to call and preside the meeting of the Board of Directors, which shall be installed and take place validly with the presence of at least half of its members, necessarily included the President, when not absent or indisposed. The summons must send at least 3 (three) days in advance by registered letter or other written means, with a brief description of the agenda, considering those regularly convened meetings at which all directors are present, regardless of formalities convocation.
Paragraph 1 – The deliberations of the Board of Directors shall be taken by majority votes from the present Directors, whereas the Chairman gives the casting vote and they must always be stated in the minutes recorded in the proper book. The minutes that contain deliberations designed to produce effects toward third parties must be filed with the trade board and be published at a later date.
Paragraph 2 – The council members may take part in the Management Council meetings by conference call or video conferencing.
Article 12 – It is up to the Board of Directors:
(a) To set general guidelines for the Company’s business;
(b) To elect and dismiss Company Directors and set their assignments, observing the provisions in these Articles;
(c) To audit the management of its Directors, examine at any time the Company books and papers, request information on contracts entered into or about to be entered into and any other acts;
(d) To call yearly a Shareholders’ Meeting and Special one, as and when deemed convenient;
(e) To manifest about the management report and the Board’s accou;
(f) To choose and dismiss independent auditors;
(g) Decide about the acquisition of shares issued by the Company, for cancellation, entreasuring or subsequent sale, as well as about the sale of entreasured shares or their destination for the stock option plan approved by the General Meeting;
(h) Decide about the provision of warranties to obligations of third parties;
(i) Deliberate on the issue of new shares in the terms provided in Article 7;
(j) Deliberate on the distribution between Company managers, of the global remuneration that has been set for them by the Shareholders’ Meeting;
(k) Deliberate on the emission of subscription bonus, setting their respective conditions;
(l) Deliberate on the emission of simple debentures, not convertible into shares;
(m) Decide and authorize the issuance, buy-back, amortization and/or settlement of shares, debentures, pledging and mortgage notes, promissory notes and any other securities or instruments of public placement;
(n) Approve the annual budgetary plans for the Company’s businesses and of its controlled companies;
(o) Approve the process and procedures for the Company’s internal management and of its controlled companies;
(p) Approve any transactions, financings and agreements that involve liens of assets and rights of the Company, if these are not foreseen at the annual budgetary business plan;
(q) Approve the sale, assignment of right of use, rental, leasing or encumbrance of any of the Company’s assets, not foreseen under the annual budgetary business plan, representing, on a single or in sequential transactions during the same financial year, an amount equal or above 1% (one percent) of the fixed assets;
(r) Approve the signing of contracts or agreements, and the execution of any payment, expenditure or investment not foreseen under the annual budgetary plan of the Company, representing, on a single or sequential transactions during the same financial year, an amount equal or above 1% (one percent) of the fixed assets;
(s) Decide about the establishment of real charges and provision of warranties to own obligations foreseen under the annual budgetary plan of the Company representing, in a single or sequential transactions during the same financial year, an amount equal or above to 20% (twenty percent) of the fixed assets;
(t) Approve the execution of any contracts: (a) between the Company and companies in which the Controlling Shareholder detains a significant interest, according to the terms of Law 6,404/76; and (b) between the Company and any of its shareholders detaining 5% (five percent) or more of the capital; and (c) between the Company and its managers or members of the Fiscal Council;
(u) Prepare and approve the vote to be cast by the Company at the general meetings of companies in which the Company is a stakeholder;
(v) Set the fixed and variable compensations globally established by the General Meeting to each of the members of the Management Council and Directors;
(w) Establish committees and groups, permanent or temporaries, and elect their members, aiming at supporting the Company’s Management Council;
(x) Establish the rules for issuance and cancellation of Certificates of Deposit of Shares (“Units”);
(y) Issue a favorable or contrary opinion about any public offer for acquisition of shares having as object the stocks issued by the Company, through a qualified prior opinion, released within 15 (fifteen) days from the publishing of the public offer for acquisition of shares, which shall entail, at least: (i) the convenience and opportunity of the public offer for acquisition of shares regarding the joint interest of the shareholders and the liquidity of the securities held by them; (ii) the repercussions of the public offer for acquisition of shares in regards to the Company’s interests; (iii) the strategic plans disclosed by the bidders regarding the Company; (iv) other points that the Management Council deems as relevant, and the information required by the applicable rules established by CVM;
(z) Define a triple list of companies specialized in economic valuation of enterprises to prepare a valuation report of the Company’s shares, in events of OPA for cancellation of registration of public listed company or to exit the Level 2 of Corporate Governance; and
(aa)Perform other attributions foreseen under these by-laws and decide about any issue not foreseen hereunder.
Sole Paragraph – The Management Council’s President has the following attributions, without prejudice to others that are attributable to him at law:
(i) Ensure the integrity and evolution of the vision, mission, values, beliefs, principles, culture, strategies, guidelines – above all regarding sustainability – and monitor its proper and timely operation by the Company’s management;
(ii) Ensure the efficiency and good performance of the Management Council;
(iii) Ensure the efficiency of the monitoring and appraisal system by the Company’s management Council, of the Council itself, the Board and, individually, of the members of each of such bodies;
(iv) Make the activities of the Management Council compatible with the Company’s interests, of its shareholders and other interested parties;
(v) Coordinate the activities of the other council members;
(vi) Preside the Management Council and General Meetings, according to this by-laws Articles 11 and 19;
(vii) Ensure the fulfillment of the Internal Regulations of the Management Council, which shall be prepared by that management body.
SECTION III – BOARD OF DIRECTORS
Article 13 – The Board of Directors shall be comprised of at least two (2) and at most eight (8) members, shareholders or not, residing in the country, elected by the Board of Directors.
Paragraph 1 – In the event of vacancy or permanent impediment of Directors, resulting in a number lower than the minimum quantity of Directors set herein, a Management Council meeting shall be called according to these by-laws, in order to elect the replacing Directors for the remainder of the vacated mandate.
Paragraph 2 – The Board of Directors shall meet whenever called by the CEO. Board meetings will be installed when attended by the majority of its members, necessarily including the CEO.
Paragraph 3 – The decisions of the Board of Directors are approved by majority voting of its members, with the CEO being entitled to the untying vote; such meetings shall always have minutes recorded in the appropriate corporate book.
Article 14 – It is up to the Board of Directors to practice all the acts necessary to regulate the operations of the Company, which are not under the competence of the Shareholders’ Meeting or Board of Directors, which are:
(a) Represent the Company at court or elsewhere;
(b) Execute contracts of any nature, acquire, sell or encumber properties, borrow loans and grant warranties of any nature, observing the provisions of these by-laws and of applicable legislation, as well as the limitations established by the Management Council;
(c) Appoint “ad judicia” and “ad negotia” attorneys, setting the timeline for their respective mandates; for cases of “ad negotia” powers of attorney, such term may not exceed one year;
(d) Open and operate bank accounts, issue and endorse checks and promissory notes, issue and endorse bills and drafts, endorse warrants, deposit certificates and bills of lading, observing the provisions of these by-laws and the limitations established by the Management Council;
(e) Hire and terminate employees, establishing their duties and wages;
(f) Submit to the General Meeting the financial statements required by law and the proposed destination of the financial year’s results, after obtaining an opinion from the Management Council and from the Fiscal Council (if the latter is active);
(g) Receive and provide discharge, condescend, renounce to rights, forsake and sign undertaking of liabilities, observing the terms of these by-laws and applicable legislation, as well as the limitations established to the Management Council;
(h) Perform all management actions required to attain the Company’s objectives;
(i) Cast the Company’s votes at the general meetings of the companies in which the Company owns capital shares, according to prior guidance from the Management Council;
(j) Insure and keep properly insured – through renowned insurers – all Company assets that are bound to be insured, against all risks that are generally insured against by companies acting in the same or in similar fields, in order to attain full reimbursement for the cost of replacing such assets;
(k) Approve the opening and closing of branches, offices, agencies or establishments of the Company;
(l) Approve the acquisition or granting to third parties of licenses for use or any other of trademark, brand or industrial and intellectual property, including know-how; and
(m) Approve the filing, by the Company, of any legal and/or administrative proceedings, and the compromising regarding any legal or administrative proceeding involving the Company that is not foreseen in the annual budgetary business plan.
Paragraph 1 – designation of position titles of Directors and setting of respective assignments shall be established under specific resolution of the Board of Directors.
Paragraph 2 – The Company is represented by:
(a) extra judicially by two (2) Directors together, by a Director together with an attorney or by two (2) attorneys together; and
(b) judicially, by the Director to whom this competence is assigned by the Board of Directors in the Resolution under the aforesaid paragraph 1 or by an attorney specially appointed for such a purpose.
Paragraph 3 – In the matters foreseen under items (c), (f) and (i) of the above article 14, the extrajudicial representation of the Company shall always require the signature of its CEO.
Paragraph 4 – Regarding the granting of mandates, the provisions of the sole paragraph of Art 144 must be observed under Law # 6,404/76 and all what is provided in the mentioned resolution of the Board of Directors in such respect.