Section I – General Provisions

14. The Company shall be managed by the Board of Directors and by the Board of Executive Officers, pursuant to the powers and duties granted by the applicable legislation and by these Bylaws.

15. From the date when the Company adheres to the Novo Mercado segment of the BM&FBOVESPA, the investiture of the managers shall be conditioned on the previous signing of the Statement of Consent from Senior Managers mentioned in the Novo Mercado Rules, as well as satisfaction of the applicable legal requirements. The managers shall, immediately upon their investiture in office, inform the BM&FBOVESPA of the number and characteristics of the securities issued by the Company which they hold, directly or indirectly, including derivative instruments thereof.

Sole Paragraph – Without prejudice to the required instrument of investiture drawn up in the Minutes Book of the Board of Directors’ meetings and the Statement of Consent set forth above, the investiture of the managers shall be subject to the previous signing of the Instrument of Adhesion to the Policy on Disclosure of Material Acts or Facts of the Company, as well as to the supply of information required by the CVM and BM&FBOVESPA.

Section II – Board of Directors

16. The Board of Directors shall consist of 5 (five) to 11 (eleven) sitting members, shareholders or not of the Company, elected by the shareholders’ meeting, with a unified term of office of 2 (two) years, reelection being allowed.

Paragraph 1 – No less than 20% (twenty percent) of the members of the Board of Directors shall be Independent Directors, expressly declared as such in the shareholders’ meeting that elects them.

Paragraph 2 – Whenever the application of the percentage defined above results in a fractional number of Directors, it shall be rounded to a whole number: (i) immediately higher if the fraction is equal to or higher than 0.5 (five tenths); or (ii) immediately lower, if the fraction is lower than 0.5 (five tenths).

17. The Board of Directors shall have 1 (one) Chairperson and may have 1 (one) ViceChairperson, elected by the majority of the members of the Board of Directors. In case of absence or temporary impediment of the Chairperson of the Board of Directors, the Vice-Chairperson shall assume the duties of Chairperson. In the event of absence or temporary impediment of the Chairperson and Vice-Chairperson of the Board of Directors, the Chairperson’s duties shall be exercised by another member of the Board of Directors appointed by the majority of the Board of Directors.

Sole Paragraph – The positions of Chairsperson of the Board of Directors and Chief Executive Officer may not be cumulated in the same person.

18. The Board of Directors shall meet, on an ordinary basis, 4 (four) times per year, in each quarter, and on an extraordinary basis whenever it is called by its Chairperson upon a written notice delivered no less than 5 (five) business days in advance, with presentation of the agenda to be discussed. The calls may be made by letter with return receipt or by any other means, electronic or not, that allows proof of receipt.

Paragraph 1 – On an urgent basis, the Board of Directors’ meetings may be called by the Chairperson, without the observance of the above-mentioned time limit, provided all the other Board members are unequivocally made aware of the meeting.

Paragraph 2 – Regardless of the formalities provided for in this Article, meetings attended by all Directors shall be deemed regular.

19. The quorum for holding a Board of Directors’ meetings shall be the presence of the majority of its members.

Paragraph 1 – The Board of Directors’ meetings shall be chaired by the Chairperson of the Board of Directors, who shall appoint the meeting secretary, who may or may not be a Director. In case of temporary absence of the Chairperson of the Board of Directors, these meetings shall be chaired by the Vice-Chairperson of the Board of Directors, or, in his or her absence, by a Director appointed by the Chairperson, and whoever chairs the meeting shall appoint the secretary.

Paragraph 2 – In case of vacancy of the office of any member of the Board of Directors, his or her alternate shall be appointed by the Board of Directors until the next shareholders’ meeting, to conclude the respective term of office. For the purposes of this paragraph an office is vacant upon the dismissal, death, resignation, permanent impediment or disability of a director.

Paragraph 3 – The Board of Directors’ resolutions shall be approved by majority vote of those present at each meeting, or that have expressed their vote pursuant to these Bylaws. In case of a tie vote, the Chairperson of the Board of Directors or whoever is exercising the respective duties shall cast the tie-breaking vote, as provided for herein.

20. The Board of Directors’ meetings shall be held, preferentially, at the Company’s head office. The presence of directors via conference call or video conference call shall be accepted, and the conference calls may be recorded. Participation via conference call or video conference shall be deemed personal attendance, and the Board of Directors’ members that participateremotely at the meeting must send their votes in writing by electronic means, sign a copy of the respective minutes and immediately send it electronically to the meeting secretary in order to be filed.

Paragraph 1 – The secretary of the Board of Directors’ meeting shall draw up the minutes, collect the signatures of the Directors physically present at the meeting, as well as of those members that participate remotely, as provided for in the above main section, and shall then transcribe them in the Minutes Book of the Board of Directors of the Company, which shall be signed by all the Directors, physically remotely, or otherwise attending at the meeting.

Paragraph 2 – Minutes of the Board of Directors’ meetings of the Company that contain a resolution intended to produce effects against third parties must be published and filed with the relevant commercial registry office.

Paragraph 3 – Upon prior authorization from the Chairperson of the Board of Directors, the Board of Directors may admit other participants in their meetings, to provide any clarifications, but without voting right.

21. The Board of Directors has the primary duty to direct all the business activities of the Company and its direct or indirect subsidiaries, as well as to control and oversee their performance, and, in particular, shall be responsible for the following duties, in addition to other duties assigned thereto by law or the Bylaws:

I. To define the policies and establish the budgetary guidelines to carry out the business activities, as well as to propose the overall direction of the Company’s business activities;

II. To elect and dismiss the Company’s Executive Officers;

III. To distribute the overall compensation set by the shareholders’ meeting among the members of the Board of Directors and of the Board of Executive Officers;

IV. To resolve on the calling of a shareholders’ meeting whenever it deems suitable, or in the case provided in article 132 of the Corporation Law;

V. To oversee the Executive Officers’ management, with powers to examine, at any time, the books and documents of the Company, and request information on the contracts/agreements executed or under negotiation, and any other acts;

VI. To examine the quarterly results of the Company’s transactions;

VII. To select and dismiss the independent auditors, observing, in this selection, the provisions of the applicable legislation;

VIII. To examine the Management Report and the accounts of the Board of Executive Officers, and resolve on their submission to the shareholders’ meeting;

IX. To examine the management proposal for annual distribution of dividends, whose final approval shall be incumbent upon the shareholders’ meeting;

X. To approve the distribution of interim dividends, and/or payment of interest on net equity based on semi-annual, quarterly or monthly balance sheets;

XI. To authorize the issuance of shares of the Company, provided this is done within the limit authorized in Article 6 of these Bylaws, establishing the issuance conditions, including, price, terms and deadline for full payment, with powers to exclude – or reduce the time limit for exercise of – the right of first refusal upon the issuance of shares and subscription warrants whose placement is made by sale in a stock exchange or by public subscription, or in a public tender offer for acquisition of control, under the terms established in law;

XII. To resolve on the acquisition by the Company of shares it has issued to be held in treasury and/or for future cancellation or disposal;

XIII. To resolve on the issuance of subscription warrants, within the authorized capital limit, establishing the conditions for their issuance, including price and deadline for their full payment;

XIV. To approve the granting of stock options or subscriptions of shares issued by the Company, without the right of first refusal for shareholders, exercisable by the managers of the Company, its employees or individuals that provide services to the Company, which options may be extended to the managers or employees of the companies controlled, directly or indirectly, by the Company, under the terms and conditions of the plan(s) previously approved by the shareholders at a shareholders’ meeting;

XV. To resolve, regardless of the value, on (a) the issuance of simple debentures, not convertible into shares and without security interest; (b) the conditions of the debentures (other than those referred to in item “a” of this section) and the convenience of their issuance under the powers delegated to the Board of Directors by the shareholders’ meeting pursuant to the Corporation Law; and (c) the issuance of commercial papers, bonds, notes and any other credit instruments to raise funds, of common use in the market, including on the conditions of issuance and redemption;

XVI. To approve the establishment of security interests on the Company’s assets;

XVII. To authorize the Company to offer guaranties of obligations of its controlled companies and/or wholly-owned subsidiaries, its being expressly forbidden from giving guaranties or sureties or assuming co-obligations with respect to other parties, up to R$ 50,000,000.00 (fifty million Brazilian reais), by means of any single transaction or successive transactions, except for corporate guarantees, which may be provided by the Company regardless of the authorization of the Board of Directors;

XVIII. To resolve on the direct or indirect disposal, purchase, sale, lease, donation or encumbrance, on any account and for any value, of the Company’s equity holdings, whose total book value is equal to or higher than R$ 50.000.000,00 (fifty million Brazilian reais) as well as on the incorporation of subsidiaries;

XIX. To approve the securing of any line of credit, financing or loan, including leasing transactions, by the Company, not provided for in the annual budget. However, it is authorized, without the Board of Directors’ prior approval, to increase the Company’s total debt contemplated in the Company’s annual budget up to R$ 50,000,000.00 (fifty million Brazilian reais), by means of a any single transaction or successive transactions;

XX. To define the three-name list of companies specialized in economic appraisal of companies for the production of an appraisal report on the Company’s shares, in the event of cancellation of registration as a publicly traded corporation or delisting from the Novo Mercado;

XXI. To approve any transaction or set of transactions involving the Company and any directly or indirectly related party, subject to the remaining provisions of these Bylaws, except for the capital investment in controlled companies and/or wholly-owned subsidiaries, which can be performed independently from the prior approval of the Board of Directors. Related party is any manager or employee of the Company, or any of its subsidiaries, affiliate or sister companies, or any shareholder that holds, directly or indirectly, over 5% of the Company’s capital stock;

XXII. To submit to the shareholders’ meeting a proposal for distribution of annual profit-sharing to employees and managers;

XXIII. To elect the members of the technical and consultative committees established by the Board of Directors, pursuant to Article 32 of these Bylaws, as well as the members of the Audit Committee created pursuant to Article 33 of these Bylaws;

XXIV. To give an opinion in favor or against any public tender offer for acquisition of shares targeted at the shares of the Company, through a prior substantiated opinion in writting, issued within 15 (fifteen) days of the publication of the notice of the public offer for the acquisition of shares, which should address at least: (i) the suitability and opportunity of the public offer for acquisition of shares taking into consideration the interest of all shareholders and in relation to the liquidity of the securities they own; (ii) the impact of the public offer for acquisition of shares on the interests of the Company; (iii) the strategic plans disclosed by the bidder in relation to the Company; and (iv) other items which the Board of Directors deems appropriate, as well as information required by the applicable rules established by the CVM; and

XXV. To give an opinion with respect to (a) any private offer submitted to the Company’s management for acquisition of shares targeted at the shares of the Company and/or of its subsidiaries and/or (b) any proposed corporate transaction which impacts the distribution or composition of the Company’s and/or its subsidiaries’ capital stock, including, without limitation, (w) acquisition and/or subscription of equity interests by the Company and/or by its subsidiaries, paid for or paid up with shares, other securities or subscription rights issued by the Company and/or by its subsidiaries, (x) Exchange of securities issued by the Company and/or by its subsidiaries for equity interests in other entities, (y) merger of other entities into the Company and/or its subsidiaries, and (z) merger, by the Company and/or by its subsidiaries, of shares (incorporação de ações), securities or equity interests issued by other entities. The opinion shall be given as briefly as possible, and shall address the terms and conditions of the private offer and/or proposed corporate transaction.

Section III – Board of Executive Officers

22. The Board of Executive Officers shall consist of no less than 3 (three) and no more than 7 (seven) members, who may or may not be shareholders, residing in Brazil and elected by the Board of Directors. The Board of Directors shall designate a Chief Executive Officer, a Chief Financial Officer, and an Investor Relations Officer. The other four Officers shall have their specific assignments and duties established by the Chief Executive Officer, as necessary for the Company and further ratified by the Board of Directors.

Paragraph 1 – The Board of Executive Officers` members shall not hold offices or perform-duties in companies that are not subsidiaries, controlled or affiliated companies, directly or indirectly, except when previously approved by the Board of Directors.

Paragraph 2 – The Officers of the Company`s subsidiaries, whether directly or indirectly controlled, shall have the same limitations on holding offices or performing functions, in accordance with the provision set forth in paragraph 1 above.

Paragraph 3 – An officer may cumulate more than one office, provided the minimum number of Officers set forth in the Corporation Law and in these Bylaws is satisfied.

23. The term of office of the members of the Board of Executive Officers shall be 2 (two) years, reelection being allowed. The Officers shall hold their offices until the election and investiture of their successors.

24. The Board of Executive Officers shall meet whenever the corporate affairs so require, and shall be called by the Chief Executive Officer no less than 1 (one) business day in advance, or by 2/3 (two thirds) of the Officers, in this case no less than 2 (two) business days in advance, and the meeting shall only be held upon the attendance of the majority of its members.

Paragraph 1 – In his or her absences or temporary impediment, the Chief Executive Officer shall be replaced by an Officer to be appointed by him or her, who shall perform his or her functions, duties and powers entrusted by the Board of Directors to the Chief Executive Officer, as well as the duties indicated in article 27 of these Bylaws. The other Officers, in their respective absences or temporary impediment, shall be substituted by an Officer to be appointed by the Board of Executive Officers.

Paragraph 2 – Pursuant to Article 22 of these Bylaws, if any office on the Board of Executive Officers is vacated, the Board of Executive Officers, as a collegiate body, must nominate, among its members, an alternate to accumulate, temporarily, the duties of the replaced officer, and the temporary replacement shall last until a new member is elected, definitely, for the office, which shall be decided by the first Board of Directors’ meeting to be held no more than 30 (thirty) days from said vacancy, and the alternate thus elected shall hold his or her office until the end of the term of office of the Board of Executive Officers.

Paragraph 3 – If the number of Executive Officers falls, at any time, below the minimum limit set forth in Article 22 of these Bylaws, a Board of Directors meeting shall be convened, within the minimum period, to restore the minimum number of Executive Officers, pursuant to Article 22 of these Bylaws.

Paragraph 4 – The Officers may not leave their functions for over 30 (thirty) consecutive days, under penalty of removal from office, save if they are given leave of absence by the Board of Executive Officers itself.

Paragraph 5 – The Board of Executive Officers’ meetings shall be held, preferentially, at the Company’s head office. The attendance of the Officers via conference call or video conference shall be allowed. The attendance of the Officers via conference call or video conference shall be deemed personal attendance, and the Board of Executive Officers’ members that participate remotely at the meeting must sign the copy of the respective minutes and immediately send it electronically to the meeting secretary in order to be filed.

Paragraph 6 – The Chief Executive Officer shall be allowed to choose a secretary, who may or may not be a manager, who shall be responsible for drawing up the minutes at the end of the meeting, to be signed by all Officers physically present at the meeting, and by those members that participated remotely, as set forth in paragraph 65 above, and later transcribed in the Minutes Book of the Board of Executive Officers, which shall be signed by all the Officers present, physically or remotely, at the meeting.

25. The Board of Executive Officers’ resolutions shall be made by majority votes of the Officers present at the meeting, pursuant to the minimum quorum set forth in the Article 2524 of these Bylaws. In case of a tie, the tie-breaking vote shall be cast by the Chief Executive Officer or whoever is performing his or her duties, as provided for herein.

26. It is incumbent upon the Board of Executive Officers to manage the general corporate businesses and perform, for this purpose, all necessary or appropriate acts, save for those which, pursuant to the law or these Bylaws, fall within the duties of the shareholders’ meeting or the Board of Directors. Upon the exercise of their duties, the Officers may carry out all transactions/operations and perform all acts required to achieve the purposes of their office, subject to the provisions of these Bylaws, regarding the form of representation, the powers to perform certain acts and the overall business directives established by the Board of Directors, including to resolve on and approve the investment of funds, settle claims, waive or assign rights, acknowledge debts, make settlements/agreements, sign commitments, incur obligations, execute contracts/agreements, acquire, dispose of and encumber personal and real property, post bonds, issue, endorse, pledge, discount and draw securities in general, as well as open, operate and close accounts at banking establishments, subject to the legal restrictions and those established in these Bylaws.

Paragraph 1 – It is also incumbent upon the Board of Executive Officers:

I. To comply with and enforce these Bylaws and the resolutions of the Board of Directors and the shareholders’ meetings;

II. To submit, annually, to examination by the Board of Directors, the management report and accounts of the Board of Executive Officers, along with the report issued by the independent auditors, as well as a proposal for investment of the profits ascertained in the previous fiscal year, concerning the Company and its subsidiaries;

III. To submit to the Board of Directors the annual budget, annual business plan, as well as any annual and/or multi-year investment plans and projects for expansion of the Company, as well as further alterations;

IV. To present, on a quarterly basis, to the Board of Directors the financial statements of the Company and those companies controlled by it, the management report along with the report issued by independent auditors; and

V. To approve any transaction or series of transactions contemplated in the and pursuant to the Company’s hierarchical plan (Plano de Alçadas).

Paragraph 2 – Within the annual budget approved by the Board of Directors, a percentage of up to 10% (ten percent) of the expenses incurred for exploration, appraisal and other operational measures may be reallocated by decision of the Executive Officer of the area, who shall inform the Chief Executive Officer. The Chief Executive Officer shall inform the Board of Directors of said adjustment.

27. It is incumbent upon the Chief Executive Officer, among other functions assigned to him or her by the Board of Directors: (i) to coordinate the activities of the Officers; (ii) to manage the performance of the general activities of the Company; (iii) to call and preside over the meetings of the Board of Executive Officers; (iv) to plan, organize, manage and control the direction, priorities and short-term, medium-term and long-term strategies of the Company, while maintaining its values and principles and the interests of its shareholders; (v) to plan, organize, manage and control the strategic position and transactions of the Company; (vi) to direct and supervise the execution of external activities related to the general planning of the Company; (vii) to plan, organize, manage and control the development, implementation and control of processes relating to health, environment and safety; (viii) to represent the Company actively and passively, in and out of court, respecting the provisions of Article 3130 of these Bylaws; and (ix) to appoint, among the Officers, his or her possible replacement during his or her absence or impediment.

28. It is incumbent upon the Chief Financial Officer, among other duties which may be conferred on him or her by the Board of Directors: (i) to assist the Chief Executive Officer in his or her duties; (ii) to propose financing alternatives and approve the financial conditions of the Company’s business; (iii) to plan, organize, manage and control the functions in the controllership, finance and accounting areas of the Company; (iv)to ensure the establishment of the short-, medium-, and long-term financial liabilities of the Company; (v)to protect and seek alternatives for the management of assets and capital structure of the Company; (vi) to seek to improve verification methods and systems for processing and analyzing the accounting, financial and economic events of the Company, as well as to generate reliable and timely information to facilitate the process of managerial decision-making; (vii) to oversee and supervise the aforementioned activities, regarding the financial departments of the subsidiaries; (viii) to perform other tasks delegated by the Chief Executive Officer; and (ix) to propose to the Board of Executive Officers his or her possible replacement in his or her absence or impediment.

29. It is incumbent upon the Investor Relations Officer, among other duties which may be conferred on him or her by the Board of Directors: (i) to assist the Chief Executive Officer in his or her functions; (ii) to represent the Company before the regulatory authorities and other institutions which operate in the capital markets; (iii) to coordinate the relation between the Company and its shareholders; (iv) to provide information to the investor public, to the CVM, to the Stock Exchange on which the Company has its securities traded and to the other bodies related to the activities carried out in the capital markets, in accordance with the applicable legislation, in Brazil and abroad; (v) to keep the Company’s registration as a publicly traded corporation updated with the CVM; and (vi) to propose to the Board of Executive Officers his or her possible replacement in his or her absence or impediment.

Sole paragraph – The function of Investor Relations Officer may be carried out cumulatively by any other Officer.

30. The Company shall only be bound when represented:

I. by the signature of 2 (two) Officers jointly; or

II. by the signature of 1 (one) Officer jointly with 1 (one) attorney-in-fact duly appointed in accordance with these Bylaws; or

III. by 2 (two) attorneys-in-fact jointly, duly appointed in accordance with these Bylaws.

Paragraph 1 – The powers of attorney shall be granted in the name of the Company upon the signing of 2 (two) Officers jointly, with the document having to specify the powers conferred and, with the exception of the ad judicia powers of attorney, having maximum validity of 1 (one) year.

Paragraph 2 – The Officers and attorneys-in-fact are prohibited from binding the Company to undertake business activities foreign to its corporate purpose, as well as from carrying out acts of liberality in the name of the Company.

31. The Company shall guarantee to its managers their defense in present and past judicial and administrative proceedings, and may, at its discretion, maintain a permanent insurance contract in favor of these managers to hold them harmless from the liabilities for regular acts performed in the regular exercise of the office or function, without malice or violation of law or these Bylaws. Sole Paragraph – The guarantee provided in the main section of this article extends to the Fiscal Council members and to all employees and representatives that act within the limits of their functions and by delegation of the Company’s management.

Section IV – Technical and Consultative Bodies

32. Without harm to the Audit Committee established under the terms of Article 33 of these Bylaws, the Company’s Board of Directors shall be responsible for instituting technical and advisory committees with the purpose of advising the Board of Directors in overseeing the Company’s activities and conferring improved efficiency and quality to its decisions.

33. The Audit Committee will have permanent operation and shall be composed of at least 3 (three) sitting members, either officers or not, considered the terms of paragraph 1st of this article 33, elected by the Board of Directors, with a unified term of office of 2 (two) years, re-election being permitted (“Audit Committee”).

Paragraph 1 – At least 1 (one) member of the Audit Committee shall be an Independent Director, pursuant to Article 16, paragraph 1 of these By-laws.

Paragraph 2 – The compensation of the members of the Audit Committee shall be established by the Company’s Board of Directors. Those Committee members who are also members of the Company’s management shall not receive any additional compensation for occupying the position of a Committee member.

Paragraph 3 – The members of the Audit Committee shall have proven experience and technical ability in accounting and auditing issues and shall have the same duties and responsibilities attributed to management by the Corporation Law, the Novo Mercado Rules and the rules and regulations issued by the CVM.

Paragraph 4 – It is incumbent upon the Audit Committee:

(a) To establish the procedures to be used by the Company for receiving, processing and handling accusations and complaints related to accounting issues and controls and audit matters, as well as to ensure that the accusation and complaint mechanisms guarantee the secrecy and anonymity of the accusers and/or complainants;

(b) To recommend and assist the Board of Directors in the appointment, compensation and removal of the Company’s independent auditors;

(c) To resolve on the convenience of hiring further services provided by Company’s independent auditors;

(d) To monitor and evaluate the work of Company’s independent auditors;

(e) To intermediate in any eventual disagreements between management and the Company’s independent auditors regarding the Company’s financial statements; and

(f) To manifest an opinion on the Company’s management report and financial statements.

Paragraph 5 – The meetings of the Audit Committee shall be validly held with the presence of a majority of its members. The Audit Committee’s decisions shall be taken by a majority of the votes of the attending members.

Paragraph 6 – The Audit Committee shall not have any executive functions or deliberative powers and its opinions and proposals shall be submitted for the resolution of the Board of Directors.

Paragraph 7 – The Audit Committee’s opinions do not constitute a requirement for the presentation of material for the examination and resolution of the Board of Directors.

Section V – Fiscal council

34. The Company’s Fiscal Council shall operate on a non-permanent basis and, when established, shall be composed of 3 (three) sitting members and an equal number of alternates, all residing in the country, shareholders or not, elected and dismissible at any time by the shareholders’ meeting, for a term of 1 (one) year, reelection permitted.

Paragraph 1 – The Fiscal Council shall have a Chairperson, elected by its members at the first meeting of the body following its establishment and shall approve, at the same time, its internal rules.

Paragraph 2 – The Fiscal Council members shall be vested in their office upon the signing of the respective document, in the appropriate book, and based on the Company’s adhesion to the Novo Mercado segment of the BM&FBOVESPA, shall be conditioned on the signing of the Statement of Consent of the members of the Fiscal Council as foreseen in the Novo Mercado Rules of BM&FBOVESPA.

Paragraph 3 – As of the adherence of the Company to the Novo Mercado segment of the BM&FBOVESPA, the members of the Fiscal Council must, immediately following the assumption of their offices, communicate to the BM&FBOVESPA the volume and characteristics of the securities issued by the Company which they, directly or indirectly, own, including derivatives.

Paragraph 4 – The investiture of the directors shall be subject to the prior signature of the Statement of Adhesion to the Policies on Disclosure of Material Acts or Facts of the Company, as well as the provision of the information required by the CVM and BM&FBOVESPA.

Paragraph 5 – In case of absence or temporary impediment of a sitting member of the Fiscal Council, the respective alternate shall take his or her place. In case of a vacancy, the shareholders’ meeting shall be called to elect a new member to the vacant position.

Paragraph 6 – It is prohibited for any person who maintains a relationship with what may be considered a competing company of the Company to be elected as a member of the Company’s Fiscal Council, its also being prohibited, among other matters, for anybody to be elected who: (a) is an employee, shareholder or member of the management, technical or audit body of any competitor or of a Controlling or Controlled Shareholder (in accordance with the definitions of Article 41 of these Bylaws) of a competitor; (b) who is a spouse or first to second degree relation of a member of the management, technical or audit body of a competitor or of a Controlling or Controlled Shareholder of a competitor.

35. When convened, the Fiscal Council shall meet, under the terms of the law, whenever necessary, and shall analyze the financial statements at least quarterly.

Paragraph 1 – Independently of any formalities, any meeting attended by all the members of the Fiscal Council shall be considered to have been regularly called.

Paragraph 2 – The meetings of the Fiscal Council shall be convened with the attendance of the majority of its members, who are deemed present. The Fiscal Council’s decisions shall be taken by the majority votes of the members in attendance.

Paragraph 3 – All the decisions of the Fiscal Council shall be recorded in the minutes set down in the respective book of Minutes and Opinions of the Fiscal Council and signed by those Members in attendance.

CHAPTER V