By-Laws

    Chapter I - Corporate Name, Headquarters, Jurisdiction, Purpose and Duration

    Article 1º. SLC AGRÍCOLA S.A. ("Company") is a corporation governed by these Bylaws and the prevailing legislation.

    Parágrafo único. With the admission of the Company to the special Novo Mercado listing segment ("Novo Mercado") of the Brazilian Securities, Commodities and Futures Exchange ("BM&FBOVESPA"), the Company, its Shareholders, Management and members of the Fiscal Council, when installed, are subject to the Regulations of the Novo Mercado listing segment of the BM&FBOVESPA ("Novo Mercado Regulations").

    Article 2º. The Company’s headquarters and jurisdiction are in the City of Porto Alegre, State of Rio Grande do Sul, at Rua Bernardo Pires, 128, 4º andar, Bairro Santana, CEP nº 90620-010.

    Sole Paragraph. The Company may open, close and change the address of branches, agencies, warehouses, distribution centers, offices and any other establishments in the country or abroad by resolution of the Board of Executive Officers, in compliance with the provisions of article 19, item XI, of these Bylaws.

    Article 3º. The Company’s business purpose is: (i) agriculture and livestock activities; (ii) production and sale of seeds and seedlings; (iii) processing and sale of its products, also exporting and importing goods for its own use; (iv) supplying its employees with primary agricultural and livestock products and commodities in general; (v) provision of services involving handling, cleaning, drying and storing of third party’s cereal grains; (vi) supply of services involving agricultural machinery and tools to third parties; (vii) sale, import and export of agricultural products; (viii) agribusiness activities involving the processing of own sugarcane production and that acquired from third parties, as well as the manufacturing and sale of sugar, ethanol and its by-products; and (ix) warehousing activities in general.

    Sole Paragraph. The Company may explore other fields related to the purpose mentioned in article 3 above and hold interest in other companies in the Country or abroad.

    Article 4º. The Company’s duration is indeterminate.

    Chapter II - Capital Stock

    Article 5º. The capital stock is nine hundred forty-seven million, five hundred twenty-one thousand, five hundred nine reais and eighty-five centavos (R$947,521,509.85) divided into ninety-eight million, eight hundred ninety-seven thousand and five hundred (98,897,500) non-par, registered, book-entry common shares.

    Article 6º. The Company is authorized to increase its capital stock, regardless of amendment to Bylaws, in up to more than one million, nine hundred fifty-two thousand and five hundred (1,952,500) non-par, book-entry, registered common shares.

    Paragraph 1. Within the limit authorized in this article, the Company may, by resolution of the Board of Directors, increase its capital stock, regardless of amendment to Bylaws. The Board of Directors shall define the number, price and payment term and other share issue conditions.

    Paragraph 2. Within the limit of authorized capital, the Board of Directors may resolve on the issue of subscription bonus.

    Paragraph 3. Within the limit of authorized capital, and pursuant to the plan approved by the General Meeting, the Company may grant stock options to managers, employees or individuals rendering services to it, or to managers, employees or individuals rendering services to the companies under its control, excluding the shareholders’ preemptive right in the granting and exercise of stock options.

    Paragraph 4.  The Company is forbidden to issue founder’s shares.

    Article 7º. The capital stock shall be exclusively represented by common shares and each common share shall grant the right to one vote in the resolutions of the General Meeting.

    Sole Paragraph. The transfer and registration costs, as well as the service cost related to the book-entry shares, may be directly charged from shareholders by the depository institution, to be defined in the share bookkeeping agreement.

    Article 8º. All the Company’s shares are book-entry, held in a deposit account, at a financial institution authorized by the Brazilian Securities and Exchange Commission ("CVM") appointed by the Board of Directors, on behalf of its titleholders, without issuing certificates.

    Article 9º. At the discretion of the Board of Directors, the preemptive right may be excluded or reduced in the issuance of shares, debentures convertible into shares and subscription bonus whose placement takes place at stock market sales or by public subscription, or also in the swap of shares in a takeover bid, pursuant to the law, within the limit of authorized capital.

    Chapter III - General Meeting

    Article 10. The General Meeting shall meet ordinarily once a year and extraordinarily when called pursuant to the provisions of Law 6,404, of December 15, 1976, as amended ("Brazilian Corporation Law") or these Bylaws.

    Paragraph 1. The General Meeting shall be called by the Board of Directors, or in cases provided for by law, by shareholders or by the Fiscal Council, by means of published announcement, and the first call shall be made at least, fifteen (15) days in advance and the second call, at least, eight days in advance.

    Paragraph 2. The General Meetings’ resolutions shall be taken by attending majority vote, observing the provision in article 48, paragraph 1, hereof.

    Paragraph 3. The General Meeting to resolve on the Company’s deregistering as a publicly-held company, or the Company’s delisting from the Novo Mercado, shall be called, at least, thirty (30) days in advance.

    Paragraph 4. The General Meeting may only resolve on agenda matters, mentioned in respective call notice, with exception of the cases set forth in the Brazilian Corporation Law.

    Paragraph 5. The shareholders shall present at the General Meetings at least seventy-two (72) hours in advance, in addition to the identity document and/or related corporate documents evidencing the legal representation, as the case may be: (i) a statement issued by the depositary institution at most five days prior to the date of the General Meeting; (ii) a power of attorney bearing the grantor’s notarized signature; and/or (iii) concerning shareholders participating in the fungible custody of the registered shares, the statement containing the respective shareholding issued by the proper authority.

    Paragraph 6. The minutes of the Meetings shall be drawn up in the Minutes Book of the General Meetings in the summary format of occurred facts and published omitting the signatures.

    Article 11. The General Meeting shall be instated and presided over by the Chairman of the Board of Directors, or in his absence or impediment, instated and chaired by another Board member, Officer or shareholder appointed in writing by the Chairman of the Board of Directors. The Chairman of the General Meeting shall appoint up to two (2) Secretaries.

    Article 12. The General Meeting, besides the duties provided for by law, is responsible for:

    1. electing and removing from office the members of the Board of Directors and of the Fiscal Council, when instated;
    2. establishing the global annual compensation of the management as well as of the members of the Fiscal Council, if instated;
    3. amending the Bylaws;
    4. resolving on the dissolution, liquidation, merger, spin-off, incorporation of the Company, or of any company thereinto;
    5. allocating stock dividends and decide on any share grouping and splitting;
    6. approving stock options plans destined to managers, employees or individuals rendering services to the Company or its subsidiaries;
    7. resolving, according to proposal submitted by the management, on the allocation of income for the year and the distribution of dividends;
    8. electing and dismissing the liquidator, as well as the Fiscal Council, which shall operate during the liquidation period;
    9. resolving on delisting from the BM&FBOVESPA’s Novo Mercado, in the assumptions provided for in Chapter VII hereof;
    10. resolving on the Company’s deregistering as a publicly-held company from CVM;
    11. selecting the institution or specialized company responsible for the preparation of the appraisal report of the Company’s shares, in the event of deregistration of the Company as a publicly-held company or delisting from the Novo Mercado, as provided for in the Chapter VII hereof, among the companies nominated by the Board of Directors; and
    12. Resolving on any matter submitted to it by the Board of Directors.
    Chapter IV - Management Bodies

    Section I - General Provisions of the Management Bodies

    Article 13. The Company shall be managed by the Board of Directors and the Board of Executive Officers. The positions of Chairman of the Board of Directors and Chief Executive Officer, may not be held by the same person.

    Paragraph 1. The investiture in office shall occur by means of an instrument drawn up in the Company’s records, signed by the manager invested in office, waiving any management pledge and by means of previous execution of the Managers’ Statement of Consent, pursuant to the provisions in the Novo Mercado Listing Rules, as well as in accordance with the prevailing legislation.

    Paragraph 2. The managers shall remain in office until the investiture of their deputies, unless if otherwise resolved by the General Meeting or by the Board of Directors, as the case may be.

    Article 14. The General Meeting shall set forth the global amount of managers’ compensation, and the Board of Directors shall be responsible, at a meeting, for establishing the individual compensation of the Board members and executive officers.

    Article 15. Except for the provision herein, any management bodies validly meet with the attendance of the majority of its respective members and resolve by the absolute majority vote of attending members.

    Sole Paragraph. The previous call of meeting as condition of its validity is only waived if all its members attend the meeting. The members of the management body voting by means of delegation made on behalf of another member of respective body shall be deemed as attending the meeting, by advanced written vote and by written vote sent by fax, email or by any other communication means.

    Section II - Board of Directors

    Article 16. The Board of Directors shall comprise between five and seven members, elected by the General Meeting, with a unified two-year term of office, considering each year as the period between two Annual General Meetings, and reelection is allowed.

    Paragraph 1. At the General Meeting whose purpose is to resolve on the election of the Board of Directors’ members, the shareholders shall firstly define the effective number of Board of Directors’ members to be elected.

    Paragraph 2.  At least twenty percent (20%) of the Board of Directors’ members shall be Independent Board Members, as defined in paragraph 3 of this article, and expressly declared as such in the minutes of the General Meeting that elects them. When the calculation of the above percentage results in a fraction number of board members, the fractional number shall be rounded as follows: (i) rounded up to the next whole number, if the fraction is equal to or higher than five tenths (0.5); or (ii) rounded down to the next whole number, if the fraction is lower than five tenths (0.5).

    Paragraph 3. For the purposes of this article, the expression "Independent Board Member" means a Board member who: does not have any relationship with the Company, except for his stake in the capital stock; (ii) is not a Controlling Shareholder (as defined in article 40 hereof), spouse or relative up to second degree of kinship of a controlling shareholder, or who is not or has not been, in the last three years related to a company or entity connected to a controlling shareholder (as provided for in article 40 hereof) (except for individuals related to research and/or educational institutions); (iii) has not been, in the last three years, an employee or officer of the Company, Controlling Shareholder (as provided for in article 40 hereof), or subsidiary of the Company; (iv) is not a direct or indirect supplier or buyer of Company’s services or products to such an extent that suggests loss of independence; (v) is not an employee or manager of a company or entity rendering or requesting the Company’s services and/or products to such an extent that suggests loss of independence; (vi) is not a spouse or relative up to second degree of kinship of any manager of the Company; and (vii) does not receive another compensation from the Company apart from that as board member (cash dividends deriving from interest on capital shall be excluded from such restriction). Those members elected in accordance with article 141, paragraphs 4 and 5, of the Brazilian Corporation Law are also deemed to be Independent Board members.

    Paragraph 4. When term of office expires, the Board of Directors’ members shall remain in office until the investiture of the newly-elected members.

    Paragraph 5. The General Meeting may elect one or more deputies for the members of the Board of Directors. However, there should not be more than one deputy for each Board member.

    Paragraph 6. The member of the Board of Directors or deputy may not have access to information or participate in Board of Directors’ meetings related to matters over which he/she may have or represents conflicting interest with the Company’s interests.

    Paragraph 7. The Board of Directors, for a better performance of its duties, may create committees or work groups with defined objectives, which shall act as auxiliary bodies without decision-making powers, always intending to advise the Board of Directors, being composed of persons appointed thereby among the management members and/or other persons, either directly or indirectly related to the Company.

    Article 17. The Board of Directors shall have one (1) Chairman and one (1) Vice-Chairman, who shall be elected by absolute majority vote of attending members in the first meeting of the Board of Directors held immediately after the investiture of said members, or whenever waiver or vacancy in those positions occurs.

    Paragraph 1. The Chairman of the Board of Directors shall call and preside over the meetings of the body and the General Meetings, except for, in the event of General Meetings, the cases in which he/she appoints in writing another board member, officer or shareholder to chair the meeting.

    Paragraph 2. In the Board of Directors’ resolutions, the Chairman shall be responsible for, besides his own vote, the casting voting in the event of a tie resulting from an even number of Board members. Each board member shall be entitled to one (1) vote in the Board of Directors’ resolutions, which shall be taken by majority vote of its members.

    Paragraph 3. The Vice-Chairman shall perform the duties of the Chairman in the event of his/her absence and temporary impediment, regardless of any formality. In the absence or temporary impediment of the Chairman and Vice Chairman, the duties of the Chairman shall be performed by another member of the Board of Directors appointed by the Chairman.

    Article 18. The Board of Directors shall meet (i) at least once every quarter, upon written call by the Board of Directors‘ Chairman or any other member at least fifteen (15) days in advance, indicating the date, time, place, detailed agenda and documents that will be examined in that Meeting, if any. Any Board member may, by means of a written request to the Chairman, include items in the agenda. The Board of Directors may resolve, by unanimous vote, on any other matter not included in the agenda of the quarterly meeting; and (ii) in special meetings, at any time, upon written call by the Board of Directors‘ Chairman or any other member, at least fifteen (15) days in advance, indicating the date, time, place, detailed agenda, meeting purpose and documents that will be examined, if any. The Board of Directors may resolve, by unanimous vote, on any other matter not included in the agenda of special meetings. The Board meetings may be held via conference call, video conference or any other communication means that allows the identification of the member and the simultaneous communication with all other persons attending the meeting.

    Paragraph 1. The calls to the meetings shall be made through written notice delivered to each member of the Board of Directors at least fifteen (15) days in advance, unless the majority of its acting members determine a shorter period, however not lower than forty-eight (48) hours.

    Paragraph 2. All resolutions of the Board of Directors shall be included in the minutes drawn up in the respective Minutes Book of the Board of Directors’ Meetings, and each member shall be given copy of said minutes after the meeting.

    Article 19. The Board of Directors is responsible, in addition to the other duties that may be assigned thereto by the law or by the Company’s Bylaws:

    1. to set the general direction of the Company’s business;
    2. to elect and dismiss the Officers, as well as to determine their duties;
    3. to establish the Officers’ compensation, fringe benefits and other incentives, within the global compensation limit of the management approved by the General Meeting;
    4. to inspect the management of the Officers; to examine at any time Company books and documents; to request information about agreements executed or to be executed and any other acts;
    5. to select and dismiss the independent auditors, as well as to call them to provide the clarifications it deems necessary about any matter;
    6.  to examine the Management Report, the Board of Executive Officers’ accounts and the financial statements of the Company and resolve on their submission to the General Meeting;
    7. to approve and review every year: (a) the annual budget related to the Company’s revenues and expenses; (b) the capital budget, mainly long term investments; (c) the annual business plan specifying the basic operations and general fundamentals and reasons for the adopted strategies.
    8. to resolve on the call for the General Meeting, when deemed convenient or in the event of article 132 of the Brazilian Corporation Law;
    9. to submit to the Annual General Meeting a proposal for allocation of net income for the year, as well as to resolve on drawing up of semiannual balance sheets or balance sheets for shorter periods and the payment of dividends or interest on own capital deriving from those balance sheets, as well as to resolve on the payment of interim dividends to the account of retained earnings or profit reserves, existing in the last annual or semiannual balance sheet;
    10. to submit to the General Meeting a proposal of amendment to the Company’s Bylaws;
    11. to submit to the General Meeting a proposal for dissolution, merger, spin-off and incorporation of the Company and merger into the Company of other companies, as well as to authorize the organization, dissolution or liquidation of subsidiaries and the setting up and closing of industrial units in the country or abroad;
    12.  to voice previously about any matter to be submitted to the General Meeting; to approve the vote of the Company in any corporate resolution related to the Company’s subsidiaries or associated companies;
    13. to authorize the issue of Company shares, within the limits authorized in article 6 hereof, establishing the price, payment term and share issue conditions, and also to exclude the preemptive right or reduce the exercise term in the issue of shares, subscription bonus and convertible debentures, the placement of which is made through sale at stock exchange or by public subscription or in a public takeover bid, as provided for by law;
    14. to resolve on the issue of subscription bonus, as provided for in paragraph 2 of article 6 hereof;
    15. to grant stock option to managers, employees or individuals rendering services to the Company or its subsidiaries, without preemptive right to shareholders, pursuant to the plans approved in the General Meetings;
    16. to resolve on the trading of shares issued by the Company including stock buyback, for the purposes of cancellation or holding in treasury and respective disposal, pursuant to the relevant legal provisions;
    17. to resolve on the issue of simple, unsecured debentures, not convertible into shares;
    18. to resolve, by delegation of the General Meeting upon the issue of debentures by the Company, on the period and conditions for maturity, amortization or redemption, on the period and conditions for payment of interest, profit sharing and refund premium, if any, and the means of subscription or placement, as well as the types of debentures;
    19. to determine the limit of authority of the Board of Executive Officers to issue any credit instrument to raise funds, whether bonds, notes, commercial papers, or others commonly used in the market, as well as to establish their issue and redemption conditions, and it may, in cases to be defined, require the prior authorization of the Board of Directors as a condition of validity of act;
    20. to establish the profit sharing of the officers and employees of the Company and its subsidiaries, and it may decide for the non-distribution of any profit sharing;
    21. to decide on the payment or credit of interest on own capital to shareholders, pursuant to the applicable law;
    22. to authorize the purchase or sale of investments in equity interests, as well as to authorize leasings of industrial units, corporate associations or strategic alliances with third parties;
    23. to establish the authority limit of the Board of Executive Officers for the purchase or sale of permanent assets and real estate, as well as to authorize the purchase or sale of permanent assets of amount higher than the authority limit of the Board of Executive Officers, unless if the transaction is contemplated in the Company’s annual budget;
    24. to establish the authority limit of the Board of Executive Officers to create in rem guarantees and give guarantees, sureties and collateral to own liabilities, from its subsidiaries and associated companies, as well as to authorize the creation of in rem guarantees and the tendering of guarantees, sureties and collateral to own liabilities, from its subsidiaries and associated companies, of amount higher than the authority limit of the Board of Executive Officers;
    25. to establish the authority limit of the Board of Executive Officers to contract indebtedness, as loan or issue of bonds or assumption of debt, or any other legal business affecting the Company’s capital structure, as well as to authorize the contracting of indebtedness, as loan or issue of bonds or assumption of debt, or any other legal business affecting the Company’s capital structure of amount higher than the authority limit of the Board of Executive Officers;
    26. Xto grant, in special cases, specific authorization so that certain documents may be signed by only one Officer, of which minutes shall be drawn up in the Company’s records;
    27. to approve the engagement of an institution providing share bookkeeping services;
    28. to approve the policies for disclosure of information to the market and trading of the Company’s securities;
    29. o define a three-name list of institutions and companies specialized in the economic appraisal of companies to prepare an appraisal report of the Company’s shares, in case of its deregistering as a publicly-held company or delisting from the Novo Mercado, as defined in article 49 hereof;
    30. to resolve on any matter submitted thereto by the Board of Executive Officers, as well as to call the members of the Board of Executive Officers for joint meetings, whenever it deems convenient;
    31. to create Committees and establish the respective internal regulations and responsibilities; and
    32. to provide for, observing the rules of these Bylaws and prevailing law, the order of its works and adopt or enact regulations for its operation.
    33. to pre-establish policies for hedge/LI operations; and
    34. to issue an opinion for or against any public tender offer for the acquisition of shares issued by the Company, through a previously substantiated opinion, published within fifteen (15) days as of the publication of the notice of tender offer for the acquisition of shares, which should address at least (i) the convenience and opportunity of the tender offer in regard to the interests of all shareholders and the liquidity of its securities; (ii) the repercussions of the tender offer on the Company’s interests; (iii) the strategic plans disclosed by the offeror in relation to the Company; (iv) other issues that the Board of Directors considers to be pertinent, as well as the information required by the applicable rules established by the CVM.

    SSection III - Board of Executive Officers

    Article 20. The Board of Executive Officers, the members of which are elected and removed from office at any time by the Board of Directors, shall be composed of at least two and no more than four Officers, one of whom shall be the Chief Executive Officer, along with the Chief Financial and Investor Relations Officer and the other Officers with no specific designation. The positions of Chief Executive Officer and Chief Financial and Investor Relations Officer are mandatory. The Officers shall have a unified term of office until the first Board of Director’s’ Meeting held as of two years following their election.

    Paragraph 1. Unless in the event of vacant position, the election of the Board of Executive Officers shall occur up to five business days after the Annual General Meeting and the investiture of those elected may coincide with the expiration of term of office of their predecessors.

    Paragraph 2. In the event of resignation or dismissal of the Chief Executive Officer, or of the Chief Financial and Investor Relations Officer when it implies non-compliance with the minimum number of Officers, the Board of Directors shall be called to elect an alternate member, who shall complete the respective term of office of the replaced member.

    Paragraph 3. In the event of absence or temporary impediment, the Chief Executive Officer shall be replaced by the Chief Financial and Investor Relations Officer or, in the absence of the latter, by any of the other Officers.

    Article 21. The Chief Executive Officer is responsible for: (i) executing and enforcing the resolutions of the General Meetings and the Board of Directors; (ii) establishing targets and goals for the Company; (iii) managing and guiding the preparation of the Company’s annual budget, capital budget and business plan; (iv) coordinating, administering, managing and supervising all the Company’s businesses and operations, especially the commercial, logistics, industrial, administrative, agricultural planning, research and human resources areas in Brazil and abroad; (v) managing and guiding the Company’s market and quality policy analyses and the implementation of operating standards, methods and routines; (vi) coordinating the activities of the other officers of the Company and its subsidiaries, in Brazil and abroad, in compliance with the specific duties set forth in these Bylaws; (iv) managing in the highest level the Company’s public relations and guiding the institutional advertising; (viii) calling and chairing the meetings of the Board of Executive Officers; (ix) representing the Company in person or by proxy in the meetings or other corporate acts of companies in which it holds interest; and (x) other duties assigned to him/her from time to time by the Board of Directors.

    Article 22. The Chief Financial and Investor Relations Officer is responsible for: (i) coordinating, administering, managing and supervising the Company’s financial, accounting and investor relations areas; (ii) representing the Company before shareholders, investors, market analysts, the Brazilian Securities and Exchange Commission, Stock Exchanges, the Central Bank of Brazil and other control authorities and other institutions related to activities developed in capital markets in Brazil and abroad; (iii) managing and guiding the preparation of the annual budget and the capital budget; (iv) managing and guiding the Company’s treasury activities, including fund raising and administration, as well as the hedge policies pre-established by the Board of Directors; and (v) other duties assigned to him/her by the Board of Directors.

    Article 23. The Officers with no specific designation are responsible, if elected, for assisting the Chief Executive Officer to coordinate, administer, manage and supervise the Company’s business, according to the other duties assigned to them from time to time by the Board of Directors.

    Article 24. The Board of Executive Officers has all powers to practice the acts necessary to regularly operate the Company and execute the Company’s purposes, no matter how special they are, including waiving rights, compromising and agreeing, observing the relevant legal or statutory provisions. Observing the authority limit of the Board of Executive Officers defined by the Board of Directors in events provided for in article 19 hereof, it shall be responsible for administering and managing the Company’s businesses, especially:

    1. to comply and enforce the compliance with these Bylaws and the resolutions of the Board of Directors and of the General Meeting;
    2. to yearly prepare the Management Report, the Board of Executive Officers’ accounts and the Company’s financial statements, accompanied by the independent auditors report, as well as the proposal for allocation of income earned in the previous year, for examination by the Board of Directors and the General Meeting;
    3. to propose to the Board of Directors the annual budgets, the capital budget and the business plan, reviewed and approved every year;
    4. to resolve on the setting up and closing of branches, warehouses, distribution centers, offices, divisions, agencies, representations by itself or third parties, in any part of the country or abroad; and
    5. to decide on any matter which is not the private responsibility of the General Meeting or the Board of Directors.

    Article 25. The Board of Executive Officers validly holds a meeting with the attendance of two (2) Officers, one of whom shall always be the Chief Executive Officer, and resolves by the absolute majority vote of attending members, with the CEO being responsible for the casting vote in the event of a tie vote.

    Article 26. The Board of Executive Officers shall meet whenever it is called by the Chief Executive Officer or the majority of its members. The Board of Executive Officers’ meetings may be held by conference call, video conference or any other communication means that allows the identification and the simultaneous communication between Officers and all other persons attending the meeting.

    Article 27. The calls for the meetings shall be made by written notice delivered at least two (2) business days in advance and shall contain the agenda, date, time and place of the meeting.

    Article 28. All the resolutions of the Board of Executive Officers shall be mentioned in the minutes drawn up in the respective minutes book of the Board of Executive Officers’ meetings and signed by the attending officers.

    Article 29. The Company shall always be represented in all acts by (i) the joint signature of two Officers; or (ii) by the joint signature of one Officer and one attorney-in-fact invested with specific and express powers; or also (iii) by the signature of two attorneys-in-fact acting jointly, provided they are invested with specific and express powers.

    Paragraph 1. All the powers of attorney shall be granted by two Officers, jointly, by means of power of attorney with specific powers and determinate term, except in the events of ad judicia powers of attorney, in which case the power of attorney may have an indeterminate duration, by means of public or private instrument.

    Paragraph 2. The acts performed by Officers, attorneys-in-fact, agents or employees involving business or transactions outside the scope of the corporate purpose or interests, including sureties, guarantees, endorsement or any guarantee in favor of third parties, shall be expressly prohibited and deemed null and invalid in relation to the Company, unless expressly approved by the Board of Directors at a meeting and in the cases the Company provides guarantees, sureties and warranties to subsidiaries or associated companies, at any bank, credit or financial institution, rural loan, commercial credit, or foreign exchange contract departments, and other operations not specified herein, and for these acts the Company shall be represented by at least two Officers, or by one officer and one attorney-in-fact with specific powers to perform the act.

    Chapter V - Fiscal Council

    Article 30. The Fiscal Council shall operate on a non-permanent basis, with powers and attributions assigned thereto by law and shall only be instated by resolution of the General Meeting or by request of the shareholders, in the events provided for by law.

    Article 31. When instated, the Fiscal Council shall be composed of, at least, three and at most five sitting and deputy members, in equal number, shareholders or not, elected and removable at any time by the General Meeting.

    Paragraph 1. The members of the Fiscal Council shall serve their term up to the first Annual General Meeting held after their election, and they may be reelected.

    Paragraph 2. The Fiscal Council members, in their first meeting, shall elect their Chairman.

    Paragraph 3. The investiture in office shall occur in instrument drawn up in the Company’s records, signed by the vested Fiscal Council member, and by means of previous signature of the Statement of Consent of Fiscal Council’s members pursuant to the provisions in the Novo Mercado Listing Rules, as well as in accordance with the prevailing legislation.

    Paragraph 4. The Fiscal Council’s members shall be replaced, in their absences and impediments by their respective deputies, by age order starting with the oldest.

    Paragraph 5. In case of vacancy in the position of member of the Fiscal Council, the respective deputy shall take his/her place; in the event there is no deputy, the General Meeting shall be called to elect a member for the vacant position.

    Article 32. When instated, the Fiscal Council shall meet whenever necessary and have all duties assigned to it by law.

    Paragraph 1. Regardless of any formalities, the meeting to which all members of the Fiscal Council attend shall be considered as regularly called.

    Paragraph 2. The Fiscal Council expresses its opinion by absolute majority of votes, with the attendance of the majority of its members.

    Paragraph 3. All resolutions of the Fiscal Council shall be mentioned in the minutes drawn up in the respective Minutes and Opinions book of the Fiscal Council and signed by the attending Fiscal Council Members.

    Article 33. The compensation of the Fiscal Council’s members shall be determined by the General Meeting electing them, in compliance with Paragraph 3 of Article 162 of the Brazilian Corporation Law.

    Chapter VI - Profit Sharing

    Article 34. The fiscal year starts on January 1 and ends on December 31 each year.

    Sole Paragraph. At the end of each fiscal year, the Board of Executive Officers shall prepare the Company’s financial statements, in compliance with the applicable legal provisions.

    Article 35. Together with the fiscal year’s financial statements, the Board of Directors shall submit to the Annual General Meeting a proposal on the allocation of the net income for the year, calculated after deducting the interests referred to in Article 190 of the Brazilian Corporation Law, as provided for in Paragraph 1 of this article, adjusted for the purposes of calculating dividends, pursuant to Article 202 of the same law, in compliance with the following order of deduction:

    (a) 5% shall be used, prior to any other allocation, to set up a legal reserve, which shall not exceed 20% of the capital stock. In the year in which the legal reserve balance added of the capital reserve amounts referred to in Paragraph 1 of article 182 of the Brazilian Corporation Law exceeds 30% of the capital stock, the allocation of part of the net income for year to the legal reserve shall not be mandatory;

    (b) a portion, upon proposal by the management bodies, may be allocated for setting up a contingency reserve and for reversal of the reserves of prior years, pursuant to Article 195 of the Brazilian Corporation Law.

    (c) upon proposal by the management bodies, a portion of the net income arising from donations or governmental subsidies for investments may be allocated for the fiscal incentive reverse, which may be excluded from the mandatory dividend calculation basis.

    (d) in the year in which the mandatory dividend amount, calculated according to item (e) below exceeds the realized portion of the income for the year, the General Meeting may, by proposal of the management bodies, earmark the surplus to set up unrealized profit reserve, in compliance with article 197 of the Brazilian Corporation Law.

    (e) a portion allocated to the payment of a mandatory dividend not lower, in each year, than 25% of the adjusted annual net income, as provided for in article 202 of the Brazilian Corporation Law; and

    (f) up to 100% of the remaining income after the legal and statutory deductions may be allocated to the constitution of an expansion or investment reserve, for the purpose of financing investments in operating assets or capital expenditures, and this reserve may not exceed the lower between these amounts: (i) 80% of the capital stock; or (ii) an amount which, added to the other profit reserves, excluding the unrealized profit reserve and the contingency reserve, does not exceed 100% of the Company’s capital stock.

    Paragraph 1. The General Meeting may assign to the members of the Board of Directors and of the Board of Executive Officers a profit sharing not higher than ten percent (10%) of the remaining income for the year, limited to the managers’ annual global compensation, after deducting accrued losses and provision for income tax and social contribution, pursuant to article 152, paragraph 1 of the Brazilian Corporation Law.

    Paragraph 2.  The profit sharing in favor of the members of the Board of Directors and Board of Executive Officers may only occur in the years in which the shareholders are ensured the payment of the minimum mandatory dividend set forth herein.

    Article 36. By proposal of the Board of Executive Officers, approved by the Board of Directors, subject to the approval of the General Meeting, the Company may pay or credit interest to the shareholders, as compensation of the capital of the latter, in compliance with the applicable law. Any amount disbursed as such may be attributed to the mandatory dividend amount provided for herein.

    Paragraph 1. In the event of credit of interest to the shareholders during the fiscal year and their allocation to the mandatory dividend amount, the shareholders shall be indemnified with the dividends they are entitled to, thus ensuring to them the payment of any remaining balance. In the event the amount of dividends is lower than that credited to them, the Company may not charge the surplus from shareholders.

    Paragraph 2. The effective payment of interest on own capital, should occur the credit during the fiscal year, shall be made by resolution of the Board of Directors, during the fiscal year or in the subsequent year, but never after the dividends payment dates.

    Article 37. The Company may prepare semiannual balance sheets, or balance sheets for shorter periods, and declare, by resolution of the Board of Directors:

    (a) the payment of dividends or interest on own capital, to the account of the income assessed in semiannual balance sheet, attributed to the mandatory dividend amount, if any;

    (b) distribution of dividends at periods shorter than six months, or interest on own capital, attributed to the mandatory dividend amount, if any, provided that the total amount of dividends paid in each semiannual period of the fiscal year does not exceed the amount of the capital reserves; and

    (c) the payment of interim dividends or interest on own capital, to the account of accrued profits or profits reserve existing in the last annual or semiannual balance sheet, attributed to the amount of mandatory dividend, if any.

    Article 38. The General Meeting may resolve on the capitalization of profits or capital reserves, including those established in trial balance sheets, in compliance with the applicable law.

    Article 39. The dividends neither received nor claimed shall lapse within three years as of the date in which they have been made available to the shareholder and shall revert in favor of the Company.

    Chapter VII - Sale of Share Control, Deregistering as a Publicly-Held Company, Delisting from The "Novo Mercado" and Protection of Share Base Dilution

    Section I - Definitions

    Article 40. Considering the definitions established specifically for article 49 hereof, for the purposes of this Chapter VII, the capitalized expressions below shall have the following meanings:

    "Controlling Shareholder" means the shareholder or group of shareholders exercising the Company’s Power of Control.

    "Seller Controlling Shareholder" means the Controlling Shareholder when it promotes the sale of the Company Control.

    "Control Shares" mean the block of shares that ensures, directly or indirectly, to its titleholder(s), the individual and/or shared exercise of the Company’s Power of Control.

    "Outstanding Shares" mean all shares issued by the Company, except the shares held by the Controlling Shareholder, by persons bound thereto, by managers of the Company and the Treasury shares.

    "Sale of the Company Control" means the transfer of the Control Shares to a third party, on an onerous basis.

    "Acquirer" means the party to which the Seller Controlling Shareholder transfers the Company’s Power of Control.

    "Group of Shareholders" means the group of people: (i) bound by contracts or vote agreements of any nature, directly or through subsidiaries, parent companies or companies under common control; or (ii) among which there is a control relationship; or (iii) under common control.

    "Power of Control" or "Control" means the power effectively used to manage the corporate activities and guide the operation of Company bodies, directly or indirectly, actually or legally, regardless of the interest held. There is a relative presumption of Control ownership in relation to the person or Group of Shareholders who hold(s) shares that have ensured thereto the absolute majority of the votes of shareholders attending the three last General Meetings of the Company, even though not being holder of shares that ensure thereto the absolute majority of the voting capital.

    "Economic Value" means the value of the Company and its shares that may be determined by a specialized company, by using a well-known methodology or based on another criterion to be defined by CVM.

    Sole Paragraph. The terms beginning with capital letters in these Bylaws that are not defined herein shall have the same meaning as that attributed to them in the Novo Mercado Regulations.

    Section II - Sale of the Company Control

    Article 41. The Sale of the Company’s Control, both by means of a single operation and by means of successive operations, shall be contracted under the suspensive or resolutory condition, that the Acquirer undertakes to carry out a tender offer of the shares pertaining to all other Company shareholders, complying with the conditions and terms set forth in the law in force and in the Novo Mercado Listing Rules, so as to ensure them a treatment equal to that given to the Seller Controlling Shareholder.

    Paragraph 1. The Seller Controlling Shareholder may not transfer the ownership of its shares and the Company may not record any transfer of shares to the Acquirer , while the former does not sign the Statement of Consent of the Controlling Shareholders provided for in the Novo Mercado Listing Rules.

    Paragraph 2. The Company shall not record any transfer of shares to the party(ies) to hold the Power of Control while it (they) does(do) not sign the Statement of Consent of the Controlling Shareholders, which shall be immediately sent to the BM&FBOVESPA.

    Paragraph 3. No Shareholders’ Agreement providing for the exercise of Power of Control may be recorded in the Company’s headquarters without its subscribers having signed the Statement of Consent referred to in Paragraph 2 of this Article, which shall be promptly sent to the BM&FBOVESPA.

    Article 42. The public offer referred to in the article above may also be performed:

    1. in the events in which there is onerous assignment of share subscription rights and other securities or rights related to securities convertible into shares, which may result in the Sale of the Company’s Control; or
    2. in the event of sale of control of a company holding the Company’s Power of Control and, in this case, the Seller Controlling Shareholder may be required to declare to the BM&FBOVESPA the value assigned to the Company for this sale and attach supporting documentation.

    Article 43. The party that acquires the Power of Control, as a result of private instrument of purchase of shares entered into with the Controlling Shareholder, involving any amount of shares, shall be required to:

    1. carry out the public offer referred to in Article 41 hereof;
    2. pay, pursuant to the aforementioned terms, the amount equivalent to the difference between the price of the public tender offer and the amount paid per share eventually acquired at the stock exchange in the six months prior to the date of the acquisition of the Control Power, dully restated until the payment date. Said amount shall be distributed among all persons who sold Company shares in the trading sessions where the Acquirer acquired the shares, proportionally to the net daily sale balance of each one, given that the BM&FBOVESPA should execute the distribution, pursuant to its regulations;
    3. take the applicable measures to restore the minimum percentage of twenty-five percent (25%) of the total outstanding shares of the Company, within six months subsequent to the acquisition of Control, or within a longer period if permitted by the prevailing legislation at the time.

    Section III - Deregistering as Publicly-held Company and Delisting from the Novo Mercado

    Article 44. In the public tender offer to be mandatorily carried out by the Controlling Shareholder or by the Company for the Company’s deregistering as a publicly-held company, the minimum price to be tendered shall correspond to the Economic Value ascertained in an appraisal report, referred to in article 48 hereof, provided the prevailing regulations and legislation are complied with.

    Article 45. Should shareholders in Extraordinary General Meeting resolve on (i) the Company’s delisting from Novo Mercado so that its shares are registered outside the Novo Mercado or (ii) the corporate reorganization from which the shares of the resulting company are not accepted for trading at the Novo Mercado, within one hundred and twenty (120) days as of the date of the General Meeting which approved said operation, the Controlling Shareholder shall carry out the public tender offer for the acquisition of shares pertaining to other Company’s shareholders, the minimum price of which shall correspond to the Economic Value ascertained in the appraisal report, referred to in article 48 hereof, observing the legal rules and applicable regulations. The announcement of the public tender offer shall be communicated to the BM&FBOVESPA and disclosed to the market immediately after the Company’s General Meeting which approved said delisting or reorganization, as the case may be.

    Article 46. If there is no Controlling Shareholder, whenever approved at the General Meeting, (i) the Company’s deregistering as a publicly-held company shall be carried out through a public tender offer, in which case, the Company may only acquire shares owned by shareholders who have affirmatively voted for the deregistering at the General Meeting’s resolution after having acquired the shares of other shareholders who voted contrary to said resolution and have accepted said public offer; or (ii) the Company’s delisting from the Novo Mercado, whether due to the registration of securities issued thereby to be traded outside the Novo Mercado, or due to the corporate reorganization provided for in item (ii) of the caput of article 45, given that the delisting will be subject to the execution of the public tender offer under the same conditions provided for in article 45 above.

    Paragraph 1. Said General Meeting shall define the person(s) responsible for executing the public tender offer, who shall be present at the Meeting and take on the obligation to carry out the offer.

    Paragraph 2. In the absence of the definition of the person(s) responsible for carrying out the tender offer, in case of corporate reorganization, where the securities issued by Company resulting from the reorganization are not admitted for trading in the Novo Mercado listing segment, the shareholders who voted in favor of the corporate reorganization shall execute said offer.

    Article 47. The Company’s delisting from the Novo Mercado due to non-compliance with the obligations in the Novo Mercado Listing Rules, will be subject to a public tender offer at a price which is at least equivalent to the Economic Value of the shares, to be determined by the appraisal report referred to in article 48 hereof, provided the prevailing legislation and regulations are complied with.

    Paragraph 1. The Controlling Shareholder shall carry out the public tender offer provided for in the caput hereof.

    Paragraph 2. If there is no Controlling Shareholder and the delisting from the Novo Mercado segment referred to in the caput was determined by a General Meeting, the shareholders who voted in favor of the resolution that led to the respective non-compliance shall execute the public tender offer envisaged in the caput.

    Paragraph 3. If there is no Controlling Shareholder and the delisting from the Novo Mercado segment mentioned in the caput results from a management act or fact, the Company’s managers shall call a General Shareholders’ Meeting whose agenda will include a resolution on how to remedy the non-compliance of the obligations in the Novo Mercado Regulations, or, if the case, to resolve on the delisting of the Company from the Novo Mercado.

    Paragraph 4. In case the General Meeting mentioned in paragraph 3 above resolves on the Company’s delisting from the Novo Mercado segment, said General Meeting shall establish the person(s) responsible for the executing the tender offer mentioned in the caput, who, being present at the General Meeting, shall expressly assume the obligation to carry out said tender offer.

    Article 48. The appraisal report of offers for the acquisition of shares in the event of Company’s deregistering as publicly-held company, or the Company’s delisting from the Novo Mercado, shall be prepared by a specialized company, with proven experience and independent from the Company, its management and Controlling Shareholder, as well as from their power of decision, and said report shall also meet the requirements of paragraph 1 of article 8 of the Brazilian Corporation Law and shall contain the responsibility provided for in paragraph 6 of same article 8.

    Paragraph 1. The selection of a specialized company responsible for determining the Company’s Economic Value in the event of Company’s deregistering as publicly-held company, or the Company’s delisting from the Novo Mercado, is the responsibility of the General Meeting, as from the presentation by the Board of Directors of a three-name list, and the respective resolution shall be taken by majority vote of shareholders representing the Outstanding Shares attending the General Meeting that resolves on such matter, not counting blank votes. The meeting provided for in this paragraph 1, if instated in a first call, shall have the attendance of shareholders representing, at least, twenty percent (20%) of the total Outstanding Shares or, if instated in a second call, may rely on the attendance of any number of shareholders representing the Outstanding Shares.

    Paragraph 2. The costs to prepare the appraisal report shall be fully borne by the offeror.

    Section IV - Protection of Share Base Dilution

    Article 49. Any Purchaser Shareholder (as defined in paragraph 11 of this article 49), to acquire or to become owner of shares issued by the Company or of other rights, including enjoyment or trust over shares issued by the Company in a number equal or higher than twenty percent (20%) of its capital stock shall carry out a public tender offer to acquire the total of shares issued by the Company, in compliance with applicable CVM regulations, the BM&FBOVESPA regulations, and the terms of this article. The Acquiring Shareholder (as defined in paragraph 11 hereof) shall apply for the registration of said offer not later than thirty (30) days from the acquisition date or the event which resulted in the ownership of shares in rights in quantity equal or higher than twenty percent (20%) of the Company’s capital stock.

    Paragraph 1. The public tender offer shall (i) be indistinctly addressed to all Company’s shareholders; (ii) carried out in auction to be held at the BM&FBOVESPA, (iii) floated by the price determined in accordance with the provision in paragraph 2 of this article; and (iv) paid in domestic currency, against the acquisition in the offer of shares issued by the Company.

    Paragraph 2. The purchase price in the public tender offer for the acquisition of each share issued by the Company may not be lower than the highest value between (i) one hundred and thirty percent (130%) of the economic value determined in the appraisal report; (ii) one hundred and thirty percent (130%) of the share issue price verified in any capital increase carried out by public distribution taken place in the period of twenty-four (24) months prior to the date in which the public tender offer for purchase of shares becomes mandatory, pursuant to this article 49, and this value shall be duly updated by the IPCA - Consumer Price Index, published by the Brazilian Institute of Geography and Statistics (IBGE), from the date of issue of shares to increase the Company‘s capital up to the time of financial settlement of the public tender offer for purchase of shares, pursuant to this article 49; (iii) one hundred and thirty percent (130%) of average unit price of Company-issued shares during the ninety-(90) day period prior to the offer, weighted by the trading volume at the stock exchange where the highest trading volume of shares issued by the Company occurs; and (iv) one hundred and thirty percent (130%) of highest unit price paid by the Acquiring Shareholder (as provided for in paragraph 11 hereof), at any time, for a share or lot of shares issued by the Company. If the CVM’s regulation, applicable to the offering provided for in this case, determines the adoption of a calculation criterion to define the purchase price of each Company share in the offering and it results in a higher purchase price, that purchase price calculated pursuant to the CVM’s regulation shall prevail in the performance of the offering.

    Paragraph 3. The performance of the public tender offer mentioned in the caput of this article shall not exclude the possibility of another Company’s shareholder, or as the case may be, the Company itself to formulate a concurrent offering, pursuant to the applicable regulation.

    Paragraph 4. The Acquiring Shareholder (as provided for in paragraph 11 hereof) shall be required to satisfy eventual requests or requirements of CVM, formulated based on applicable law, related to the public tender offer, within the maximum terms assigned in applicable regulation.

    Paragraph 5. In the assumption the Acquiring Shareholder (as provided for in paragraph 11 hereof) does not comply with the obligations set forth in this article, including referring to the compliance with maximum terms (i) to make or request the registration of public tender offer; or (ii) to satisfy eventual requests or requirements of CVM, the Board of Directors of the Company shall call for an Extraordinary General Meeting, in which the Purchaser Shareholder may not vote to resolve to suspend the exercise of rights of Acquiring Shareholder (as provided for in paragraph 11 hereof) who did not comply with any obligation imposed by this article, as provided for in article 120 of the Brazilian Corporation Law, without prejudice to the responsibility of the Acquiring Shareholder (as provided for in paragraph 11 hereof) for losses and damages caused to other shareholders as a result of noncompliance with obligations imposed by this article.

    Paragraph 6. The provision of this article shall not apply if a person becomes owner of shares issued by the Company in a number higher than twenty percent (20%) of total shares issued thereby as a result of (i) legal succession, under the condition that the shareholder sells the surplus shares within thirty (30) days as of the relevant event; (ii) the merger of another company into the Company; (iii) the merger of shares of another corporation by the Company; or (iv) the subscription of the Company shares, made in a single primary issue, approved at a General Shareholders’ Meeting of the Company, called by its Board of Directors, and the capital increase proposal of which has determined the share issue price based on the economic value obtained from an economic-financial appraisal report of the Company prepared by a specialized company, with proven experience in valuating publicly-held companies. Furthermore, the provision of this article shall not apply to current shareholders who already own twenty percent (20%) or more of total shares issued by the Company and its successors on the date of effectiveness of adhesion and listing of the Company to the Novo Mercado, exclusively applying to those investors who purchase shares and become Company shareholders after the Meeting of Shareholders of the Company for Transformation of from a limited liability company into a corporation, held on March 23, 2007.

    Paragraph 7. For the purposes of calculating the percentage of twenty percent (2o%) of total shares issued by the Company mentioned in the caput of this article, involuntary additions of shareholding resulting from the cancellation of shares held in treasury shall not be counted or the Company’s capital stock reduction with the cancellation of shares.

    Paragraph 8. The General Meeting may exempt the Acquiring Shareholder (as provided for in paragraph 11 hereof) from the obligation of carrying out the public tender offer provided for in this article 48, should it be the Company’s interest.

    Paragraph 9. The shareholders owning, at least, ten percent (10%) of shares issued by the Company may request the Company management to call for a Special Shareholders’ Meeting to resolve on the preparation of a new appraisal of the Company for the purposes of reviewing the purchase price, the appraisal report of which shall be prepared under the same molds of the appraisal report referred to in the main section of article 48, pursuant to the procedures provided for in article 4-A of the Brazilian Corporation Law and in compliance with the provision in CVM’s applicable regulation, the BM&FBOVESPA regulations and under the terms of this Chapter. The costs to prepare the appraisal report shall be fully borne by the Acquiring Shareholder (as provided for in paragraph 11 hereof).

    Paragraph 10. Should the Special Meeting referred to above resolve to prepare a new appraisal and the appraisal report to determine value higher than the initial value of the public tender offer, the Acquiring Shareholder (as provided for in paragraph 11 hereof) may waive it, then in this event, it shall undertake to observe, where applicable, the procedure provided for in articles 23 and 24 of CVM Rule 361 of March 5, 2002, as amended, and to sell the surplus interest within three months as of the date of same Special Meeting.

    Paragraph 11. For the purposes of this article, the expressions below starting in capitalized words shall have the following meaning:

    "Acquiring Shareholder" means any person, including, but not limited to any individual or legal entity, investment fund, collective investment entities, securities portfolio, universality of rights or another form of organization, resident, domiciled or headquartered in Brazil or abroad, or Group of Shareholders.

    "Group of Shareholders" means the group of two (2) or more shareholders: (i) who are parties to a voting agreement; (ii) if one is directly or indirectly controlling shareholder or parent company of the other(s); (iii) are companies directly or indirectly controlled by same person, or set of persons, whether or not shareholders; or (iv) are companies, associations, foundations, cooperatives and trusts, funds or investments portfolios, universality of rights, or any other types of organization or undertaking with same administrators or managers, or also, the administrators or managers of which are companies directly or indirectly controlled by same person, or set of persons, whether or not shareholders. In the event of investment funds with a common administrator, only those shareholders whose investments policy and vote exercise in General Meetings pursuant to respective regulations is the administrator’s responsibility, on a discretionary manner shall be deemed as a Group of Shareholders.

    Section V - General Provisions

    Article 50. It is allowed the formulation of a single public tender offer, focusing more than one of the purposes set forth in this Chapter VII of the Bylaws, in the Novo Mercado Listing Rules or in the regulations issued by CVM, provided that it is possible to make compatible all public tender offer modalities and without prejudice to the addressees of the offer and that the CVM authorization is obtained, when required by the applicable law.

    Article 51. The Company or the shareholders responsible for carrying out the public tender offers provide for in this Chapter VII of these Bylaws, in the Novo Mercado Listing Rules or in the regulations issued by CVM may ensure their execution by means of any shareholder, third party and, as the case may be, by the Company. The Company or the shareholder, as the case may be, is not exempted from the obligation of executing the public tender offer until it is concluded in compliance with the applicable rules.

    Sole Paragraph. The provisions of the Novo Mercado Rules shall prevail over the provisions of these Bylaws, in the event of any prejudice to the rights of the addressees of the tender offers provided for in these Bylaws.

    Chapter VIII - Arbitration Court

    Article 52. The Company, its shareholders, managers and members of the Fiscal Council undertake to resolve, by means of arbitration, before the BMF&BOVESPA’s Market Arbitration Chamber, any and all disputes or controversies that may arise among them related to or resulting from, especially, the application, validity, effectiveness, construction, violation and related consequences of Corporation Law, the Company’s Bylaws and the regulations of the National Monetary Council - CMN, Central Bank of Brazil, the CVM, as well as other rules applicable to the operation of the securities market in general, in addition to the Novo Mercado Regulations, the Arbitration Regulations, Sanction Regulations and the Novo Mercado Listing Agreement.

    Paragraph 1. Without prejudice to the validity of this arbitration clause, either party of the arbitration proceeding shall be entitled to appeal to the Courts with the purpose of, if and when necessary, request writs of prevention for the protection of rights, either in arbitration proceeding already filed or not filed yet, and as soon as any measure of such nature is granted, the authority for the merit decision shall be immediately returned to the arbitration court appointed or to be appointed.

    Paragraph 2. The Brazilian law shall be the single law applicable to the merit of any and all dispute, as well as the enforcement, construal and validity of this commitment clause. The Arbitration Court shall be composed of arbitrators selected as provided for in the Market Arbitration Chamber Rules. The arbitration proceeding shall be held in the city of São Paulo, state of São Paulo, where the arbitration award shall be rendered. The arbitration shall be managed by the Market Arbitration Chamber itself, and shall be conducted and judged according to the applicable provisions of the Arbitration Rules.

    Chapter IX - Liquidation of The Company

    Article 53. The Company shall be liquidated in the events set forth by law, the General Meeting being responsible for electing the liquidator or liquidators, as well as the Fiscal Council to operate during such period, in compliance with the legal formalities.

    Chapter X - Final and Transitory Provisions

    Article 54. The cases not covered by these Bylaws shall be settled by the General Meeting and regulated according to the provisions of the Brazilian Corporation Law and, when applicable, the Novo Mercado Listing Rules, pursuant to item 14.4.

    Article 55. The Company shall observe the shareholders’ agreements filed at its headquarters, being forbidden the registration of transfer of shares and the calculation of votes issued in the General Meeting in Board of Directors’ Meeting contrary to their terms.

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