Article 5: The Company’ share capital is R$ 482,974,687.07 (Four hundred and eighty-two million, nine hundred and seventy-four thousand, six hundred and eighty-seven reais and seven cents) divided into 165,820,161 (One hundred and sixty-five million, eight hundred and twenty thousand, one hundred and sixty-one) common shares, registered, book-entry, with no par value.
Paragraph One: The Company is authorized to increase the share capital up to a limit of R$ 1,000,000,000.00 (one billion Brazilian Reais), irrespective of any amendment to these Bylaws, upon resolution of the Board of Directors.
Paragraph Two: The Board of Directors shall set the conditions for the issuing, subscription, form and payment term, the issue price and the form of placement of the shares (public or private) and their distribution in Brazil and/or abroad.
Paragraph Three: The Company may, within the limit of the authorized capital and pursuant to one or more plans approved by the Shareholders Meeting, grant options for purchase of shares to its managers, employees and to any individual that provides services to the Company, or to Companies under its control, as well as to managers and employees of other companies that are controlled by the Company, with no preemptive rights for the existing shareholders.
Article 6: The Board of Directors, at its discretion, may authorize the Company to issue, without any preemptive rights or reducing the term set forth in the Paragraph Four, Section 171 of Law 6,404, of December 15, 1976, as amended (the “Brazilian Corporations Law”), shares, debentures convertible into shares or subscription warrants, which placement is made by sale in stock exchange or by public subscription, or by exchange public offering for acquisition of control, under the legal terms, within the limits of the authorized capital.
Article 7: The Company’ shares are book-entry shares and shall be maintained in deposit accounts, in the name of their holders, at a financial institution authorized by the Brazilian Securities Commission (“CVM”).
Sole Paragraph: Subject to the limits set out by the CVM, the cost of the transfer and registration, as well as the cost for the service regarding the book-entry shares may be charged directly from the shareholder by the depository institution, as defined in the share registration maintenance agreement.
Article 8: The Company’s share capital shall be comprised exclusively of common shares and each common share shall grant the right to one vote in the resolutions of the Shareholders Meetings.
Article 9: A subscriber that fails to pay-in the subscribed shares, in accordance with the terms of the respective subscription bulletin or in accordance with the calls made, shall be in default, by operation of law, under Section 106 and 107 of the Brazilian Corporations Law, subject to the payment of a fine equivalent to 10% (ten percent) of the total subscription price duly adjusted by inflation, plus default interest of 12% (twelve percent) per year and a monetary adjustment of the variation of General Market Price Index (“IGP-M”), as disclosed by the Fundacão Getulio Vargas (“FGV”).
Article 10: The Company shall not issue preferred shares and founders’ shares (partes beneficiárias).