11. The shareholders’ meeting shall be held, on an ordinary basis, within 4 (four) months subsequent to the end of each fiscal year, and on an extraordinary basis, whenever the corporate interests so require, and shall comply, when it is called and convened, and during its decisionmaking process, with the relevant legal provisions and the provisions of these Bylaws.

Paragraph 1 – The shareholders’ meetings shall be called pursuant to the Corporation Law and shall be chaired by a person indicated by the Chairman of the Board of Directors, or, in his or her absence, by the Deputy Chairman (Vice-President) of the Board of Directors, and the meeting secretary shall be a person chosen by the meeting chairperson among those present at the meeting.

Paragraph 2 – The Company may, by resolution of the Board of Directors, implement an electronic platform aimed at the shareholders’ participation in shareholders’ meetings via Internet, provided the shareholders observe the digital certification and registration procedures included in the system regulation.

Paragraph 3 – Regarding the shareholders that participate in the meeting via electronic platform duly implemented by the Company, the waiver of rights of first refusal and/or subscription of securities before the Company and third parties shall be effective, and the votes cast by such shareholders shall be valid.

Paragraph 4 – The shareholders shall be liable to the Company in regard to the consistency, full content, authenticity, veracity and accuracy of the data and documents submitted to obtain the digital certificate, throughout its term of validity, and the Company shall not be held liable for any difference and incompatibility that may exist, as well as for any improper use and/or use by an unauthorized representative.

12. In order to participate in the shareholders’ meeting, the shareholder (or the respective legal representative, as applicable) must present, within up to 48 (forty-eight) hours before the date when said meeting is to be held, jointly, the following documents: (i) a certificate issued by the financial institution that holds custody of the book-entry shares owned or held in trust by the shareholder, pursuant to article 126 of the Corporation Law, and/or, in relation to the shareholders that participate in the fungible custody of the nominative shares, the statement containing the respective equity interest, issued by the proper body and dated no later than 2 (two) business days before the shareholders’ meeting; (ii) the document evidencing his or her identity and powers; and (iii) in case the shareholder is represented by a proxy, a power of attorney duly regularized pursuant to the law and these Bylaws.

Paragraph 1 – The shareholders organized as investment funds, in Brazil or abroad, must provide to the Company, prior to the time when the shareholders’ meeting is called to order, within the same time limit and in the same manner provided for in the above main section, simple copies of (i) a proof that the individual or legal entity that represents them or that has granted powers to the proxy is vested in the capacity as fund administrator (or its equivalent abroad); and (ii) the corporate document of the manager (or his or her equivalent abroad) that grants powers to the representative that attends the shareholders’ meeting or that has granted powers to the proxy. The investment funds organized abroad must also present the respective translation of the abovementioned documents into the Portuguese language.

Paragraph 2 – The Company shall adopt, upon checking whether the documents representing the shareholder are in good standing, the principle of good-faith, assuming that the statements made are true and faithful.

Paragraph 3 – In case it is evidenced, after the shareholders’ meeting, that a shareholder, by his or her own responsibility, did not comply with the formalities provided for in these Bylaws to attend the shareholders’ meeting, the shareholder must cure this defect no later than 3 (three) business days after the meeting. If the shareholder fails to comply with the proper formality, he, she or it shall be deemed an impugned shareholder, and the Company shall send said shareholder a notice demonstrating that (i) the impugned shareholder was not duly represented in the shareholders’ meeting; and/or (ii) the impugned shareholder did not hold, on the shareholders’ meeting date, the number of shares stated. In these events, irrespective of the holding of a new shareholders’ meeting, the Company shall disregard the vote(s) of the impugned shareholder, who shall be held liable for the losses and damage caused by his, her or its acts.

Paragraph 4 – Without prejudice to the above provision, any shareholder that attends the shareholders’ meeting and presents the documents mentioned in the main section of this Article prior to the time when the meeting is called to order, may participate and vote, even though said shareholder has failed to deliver them previously.

Paragraph 5 – For purposes of participating in the shareholders’ meeting via the electronic platform implemented by the Company, the shareholders shall be released from presenting the proof of shareholder status provided by the financial book-entry institution.

Paragraph 6 – The shareholder may be represented in the shareholders’ meeting by the respective legal representative, as well as by a proxy appointed less than 1 (one) year before, who is a shareholder, manager of the Company, lawyer, or representative of a financial institution or investment fund administrator that represents the investors therein.

Paragraph 7 – Save for the events provided for in the Corporation Law, the quorum for holding a shareholders’ meeting shall be, after the first call, upon the attendance of shareholders representing no less than ¼ (one fourth) of the capital stock with voting right; and, after the second call, the meeting shall be held with any number of shareholders.

Paragraph 8 – The shareholders’ meeting’s resolutions, save for special events provided for in law, shall be passed by majority votes of the shareholders in attendance, disregarding abstentions.

Paragraph 9 – The minutes of the shareholders’ meetings may be drafted as a summary of the facts that occurred, containing the transcription of the resolutions made, subject to the provision of article 130, paragraph 1, of the Corporation Law.

13. It is incumbent upon the shareholders’ meeting:

a) to take the management’s accounts, examine, discuss and vote on the financial statements;

b) to elect and dismiss the Board of Directors’ members, as well as determine the number of offices to be filled in the Company’s Board of Directors;

c) to elect and remove the members of the Fiscal Council, when applicable, and set their compensation;

d) to set the annual overall compensation of the Company’s managers, it being incumbent upon the Board of Directors to resolve the distribution thereof;

e) to approve or execute any alteration or change to the Company’s Bylaws;

f) to resolve on the dissolution, liquidation, consolidation, spin-off, conversion or merger (including by acquisition of shares) of the Company, or of any subsidiary of the Company, as well as on any petition for voluntary bankruptcy or court-supervised reorganization or extrajudicial recovery procedure;

g) to approve plans to grant stock options to the Company´s managers and employees, individuals that provide services to the Company and managers and employees of other companies controlled, directly or indirectly, by the Company;

h) to resolve, according to the proposal submitted by the management, on the allocation of the fiscal year net profit and the distribution of dividends or payment of interest on net equity, based on the annual financial statements;

i) to resolve, according to the proposal submitted by management, on the distribution of dividends, even interim or intercalated dividends, which exceed the mandatory dividend established in Article 37, paragraph 3 of these Bylaws;

j) to approve any redemption, amortization, or reduction in the capital of any share or subscription warrant or other securities convertible into shares of the Company;

k) to approve the Company’s hierarchical plan, establishing different instances for approval of matters which are not under the exclusive competence of the shareholders’ meeting, the Board of Directors and Board of Executive Officers, pursuant to the Corporation Law and these Bylaws (Plano de Alçadas), with the shareholders’ meeting being empowered to amend such plan from time to time;

l) subject to the exceptions set forth in these Bylaws and in the Corporation Law, to resolve on any issuance of shares or other bonds and securities, as well as on any change in the rights, preferences, advantages or restrictions inherent to the shares or other securities;

m) to resolve on the sale, lease, transfer, exclusive license or any other form of disposal, by means of a single transaction or series of related transactions, by the Company, of all or substantially all of its operational assets: or the sale or disposal (by merger, consolidation or otherwise) of one or more subsidiaries of the Company, in case substantially all the operational assets of the Company are held by the subsidiary or subsidiaries in question, except when the sale, lease, transfer, exclusive license or other form of disposal is made to another wholly-owned subsidiary of the Company;

n) to elect the liquidator, as well as the Fiscal Council that shall sit in the period of liquidation;

o) to resolve on the cancellation of registration with the CVM as a publicly traded corporation;

p) to resolve on the delisting from the Novo Mercado, which must be notified in writing to the BM&FBOVESPA no later than 30 (thirty) days in advance;

q) to authorize the issuance of bonds/debentures, save for the provision of article 59, paragraph 1, of the Corporation Law; and

r) to select a specialized firm responsible for preparing the appraisal report set forth in Article 43 of these Bylaws, among the three firms shortlisted by the Board of Directors. Compete à assembleia geral

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