5. The Company’s capital stock, fully subscribed and paid up, is R$ 3.421.864.082,46 three billion, four hundred twenty one million, eight hundred sixty forty thousand, eighty two reais and fourty six cents) divided into 135.575.790 (one hundred thirty five million, five hundred seventy five thousand, seven hundred ninety) common, registered, book-entry shares, without nominal value.

Paragraph 1 – The Company’s capital stock shall be represented, exclusively, by common shares.

Paragraph 2 – Each common share shall carry the right to one vote in the Company shareholder meetings’ resolutions.

Paragraph 3 – All the Company shares are book-entry shares and shall be kept in a deposit account, in the name of their holders, in a financial institution authorized by the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM) with which the Company has a custody agreement (contrato de custódia) in force, without issuance of certificates. The depositary institution may charge to the shareholders the cost of the service of transfer and registration of the ownership of the book-entry shares, as well as the cost of the services inherent to the shares held in trust, subject to the maximum limits established by the CVM.

Paragraph 4 – The Company may not issue preferred shares or founders’ shares (partes beneficiárias).

Paragraph 5 – Upon the Board of Director’s resolution, the shares that make up the Company’s capital stock may be grouped or split

6. The Company is authorized to increase the capital stock up to the limit of R$10,000,000,000.00 (ten billion Brazilian reais), excluding the shares already issued, regardless of any amendment to the Bylaws.

Paragraph 1 – For the purposes of this Article, the capital stock shall be increased upon resolution of the Board of Directors, which shall be responsible for determining the issuance conditions. In the event of subscription with full payment in assets, the competence to increase the capital shall fall upon the shareholders’ meeting, after having heard the Fiscal council’s opinion, in case it is established.

Paragraph 2 – The Board of Directors, within the authorized capital limit, may authorize the Company to issue common shares, subscription warrants and debentures convertible into shares.

Paragraph 3 – Should a subscriber fail to pay the total amount subscribed, under the conditions set forth in the subscription instrument or in the call required by management, the subscriber shall be defined as a shareholder in default by operation of law, pursuant to articles 106 and 107 of Law 6.404 of December 15, 1976, as amended (“Corporation Law”), and shall be subject to the payment of the amount in arrears, adjusted for inflation according to the variation of the price levels reflected by the General Market Price Index (Índice Geral de Preços ao Mercado) calculated and disclosed by the Getúlio Vargas Foundation, or an alternate index, within the shortest frequency lawfully accepted, plus interest of 12% (twelve percent) per year, calculated pro rata temporis and the corresponding fine of 10% (ten percent) of the outstanding amount, duly adjusted, without prejudice to the adoption of the measures set forth in Article 107 of the Corporation Law.

7. The Company may issue common shares, debentures convertible into common shares and subscription warrants, to the exclusion of the shareholders’ right of first refusal, or with reduction in the time frame for their exercise, when the placement is made by sale in the stock exchange or by public subscription, or, further, by exchange of shares in a public tender offer for acquisition of control, under the terms of article 172 of the Corporation Law.

8. The Company may, by the Board of Directors’ resolution, acquire its own shares to be held in treasury and later sell or cancel them, up to the amount of the balance of profit and reserves, save for the legal reserves, without reduction in the capital stock, in observance of the applicable legal and regulatory provisions.

9. Subject to the terms of Article 21 of these Bylaws, as well as to the terms and conditions of the plan(s) approved by the shareholders’ meeting, the Board of Directors may grant a stock option or option to subscribe the shares issued by the Company, without right of first refusal accruing to the shareholders, on behalf of the managers, employees or individuals that provide services to the Company, and this option may be extended to the managers or employees of the companies controlled, directly or indirectly, by the Company.

Click here to download.