Article 11: The Shareholders Meeting, called and installed in accordance with the applicable legal provisions and these Bylaws, has the power to decide on all matters of interest to the Company and take all the resolutions deemed appropriate to the defense and development of the meeting.

Paragraph One: The Shareholders Meeting shall be chaired by the Chairman of the Board of Directors or, in its vacancy, by any shareholder appointed by the majority of shareholders attending the meeting.

Paragraph Two: The Chairman of the Shareholders Meeting shall invite one or more shareholders to compose the chair and act as secretary of the meeting.

Paragraph Three: Resolutions on the amendment or deletion of Article 45 hereof shall be taken by an absolute majority of votes present.

Article 12: Qualification as shareholder shall be proved upon presentation of the proper documents, as provided by law.

Sole Paragraph: Shareholders may be represented by proxy in Shareholders Meetings, and such proxy shall be grant in accordance with the current law.

Article 13: Except as provided by law or as otherwise provided in shareholders agreement filed at the company‘s head offices, the resolutions of the General Meeting shall be taken by majority of votes, blank votes not being considered.

Paragraph One: The exercise of voting rights in cases of condominium, shareholders agreement, usufruct and pledged shares or shares assigned on a fiduciary basis, is subject to specific legal requirements and evidences provided by law.

Paragraph Two: Shareholder with suspended social rights may not participate in the meeting.

Paragraph Three: The shareholder may not vote on resolutions relating to appraisal reports of assets contributed by such shareholder to the share capital and to the approval of its accounts as member of the Company’s management, nor on any other resolution that may benefit such shareholder in a particular manner or that may represent a conflict of interest with the Company.

Article 14: The Shareholders Meeting shall be held:

(a) Annually within the 4 (four) months following the end of the fiscal year, in order to (i) review the accounts of the management, examine, discuss and vote the financial statements; (ii) resolve on the allocation of the net profit of the fiscal year and distribution of dividends; and (iii) elect the members of the Board of Directors and the Fiscal Council, as necessary; and

(b) Extraordinarily, whenever the interests of the shareholders or the provisions hereof so require.

Article 15: Call notice of the Annual and/or Extraordinary Shareholders Meeting shall be made upon announces and publications of the documents provided by law, under the terms and within the periods provided thereby.

Article 16: Notwithstanding the matters provided by law, the matter listed on Section 122, 132 and 136 of the Brazilian Corporations Law and the following matters shall be approved exclusively by the Shareholders Meeting:

(i) election and removal of members of the Company’s Board of Directors;

(ii) determination of the global annual compensation of the members of the Board of Directors, members the Board of Executive Officers, and members of the Audit Committee and member of the Compensation Committee, as well as members of the Fiscal Council, in on duty, after considering the opinion of the Compensation Committee;

(iii) approval of amendments to the Bylaws;

(iv) approval of dissolution, liquidation, merger, spin-of, or amalgamation of the Company or any of its controlled companies or affiliates, or of any company into the Company or its affiliates, except for incorporation of a wholly owned subsidiary of a controlled company by this latter or a controlled company with 80%(eighty percent) or more of the capital owned by the Company or a Company subsidiary by another subsidiary;

(v) distribution of stock dividends and decision on any stock split or reverse stock split;

(vi) approval of stock option to purchase or subscribe for shares to its management members and employees, as well as management members and employees of other companies that are directly or indirectly controlled by the Company;

(vii) decision, in accordance with the management‘s proposal, on the allocation of net income and dividend distribution;

(viii) appointment of the liquidator and the Fiscal Council that shall be on duty during the liquidation period;

(ix) decision on the delisting from Novo Mercado of BM&FBOVESPA;

(x) decision on the cancelation of the company‘s registration as publicly held company with the CVM, except as provided in Paragraph Two, Article 48 of these Bylaws;

(xi) approval of the selection of a specialized firm responsible for preparation of an appraisal report of the Company‘s shares, in case of cancellation of the company‘s registration as publicly held company or delisting from the Novo Mercado, as provided in Chapter VI hereof, among the three firms appointed by the Board of Directors;

(xii) decision on any matter submitted by the Board of Directors; and

(xiii) approval of any investment in activities other than the Company’s main business, which are those comprised in its corporate purpose under Article 3 hereof.

Paragraph One: The resolutions and decisions of the Shareholders Meeting will be recorded in minutes drawn up in the relevant corporate book, signed by the chair members and shareholders attending the meeting. Certified or true copies of the minutes shall provided, for the legal purposes.