Board of Directors

Board of Directors

Members

The Board is made up of a minimum of 4 (four) members and a maximum of 8 (eight) members.

Term

The board serves a term of 01 (one) year. Re-election is permitted.

President of the Board of Directors

The accumulation of positions between the President of the BD and the Director-President is forbidden.

Duties of the Board of Directors

(I) Determine the general lines of the Company’s businesses;

(II) approve the appointment, dismissal or substitution of the independent auditors of the Company;

(III) approve settlement agreements in any judicial actions on behalf of the Company;

(IV) control the activities of the members of the Board, examine, at any time, the accounting books and documents of the Company, request information about agreements already reached or about to be reached and about any other activities;

(V) convene, in the form determined by the Bylaws of the Company, the General Regular Assemblies and also the Extraordinary ones, as well as implement the decisions emerging from those Assemblies;

(VI) give an opinion on the administration report and present to the General Assembly the financial statements and the accounts of the Board;

(VII) approve the purchase and/or the sale and/or transfer of financial assets, the value of which, either individual or aggregated, during a 12-month

(twelve) term, exceeds R$500.000,00

(five-hundred thousand Reals), provided that

(a)it is not included in the Annual Budget,

(b) it represents a more costly condition for the Company than those included in the Annual Budget, or

(c) it fails to abide by the policy of risks and investments approved by the Board of Directors;

(VIII) approve the Business Plan and the Annual Budget of the Company.;

(IX) approve the setting up of other companies, the purchase and sale of participations in other companies, subscriptions of securities convertible in shares, exercise or waiver of subscription rights on shares or debentures convertible to shares, and /or noncurrent investment by the Company when it exceeds the amount established in the Annual Budget;

(X) deliberate on the sale, purchase, rental, lease or encumbrance, total or partial, of any asset of the Company whose value exceeds the amount of R$500.000,00

(five-hundred thousand Reals), in a single operation or in a group of operations related to the same object and provided that

(a) it is not included in the Annual Budget and/or

(b) it presents more burdensome conditions for the Company than those included in the Annual Budget;

(XI) approve fund raising by the Company, through loans or financing agreements, or indebtedness under any other title, or even the issuance, redemption or repurchase of any credit instruments whose value exceeds R$500.000,00

(five-hundred thousand Reals) in a single operation, or in a set of operations related to the same object and provided that

(a) it is not included in the Annual Budget and/or

(b) it is in more onerous conditions for the Company than those included in the Annual Budget;

(XII) approve agreements reached between the Company and the stakeholders;

(XIII) approve credit granting, shares, bonds or other guarantees in relation to third parties´ obligations;

(XIV) approve rights waivers by the Company;

(XV) approve debt pre-payment, financing and/or loans;

(XVI) elect and remove the members of the Board of the Company and determine their duties and remunerations, taking into consideration the provisions of the Statutes of the Company in this regard;

(XVII) Approve the shares repurchase, redemption or amortization, as well as the subsequent sale of shares of the company in the Treasury;

(XVIII) approve any amendment of accounting practices, save those determined by the prevailing legislation;

(XIX) deliberate on any associations of the Company, as well as approve the participation of the Company in consortia or groups of companies, as defined in Articles 265 to 277, of Law No. 6404/76, and similar norms, and in shareholders´ agreements;

(XX) submit to the General Assembly the proposal for amendments to the Statutes, including capital increase, dissolution and liquidation of the Company, any form of split, merger or incorporation, redemption of shares and securities issued by the Company, redemption or conversion of debentures, profit and reserves destination and self-bankruptcy requests;

(XXI) discuss, within the limits of the authorized capital, any capital increase for the Company, through the issuance of shares or subscription bonds;

(XXII) deliberate on profit sharing or any form of bonuses to administrators and/or the principle employees of the Company and process the payment within the limits established by the General Assembly;

(XXIII) deliberate on any contract and /or agreement of the Company which contains an exclusivity clause;

(XXIV) distribute to Board Members, Directors, individually, the portion of the annual global remuneration of the administrators as established by the General Assembly;

(XXV) determine and explain the voting procedure to be followed by the representatives in general assemblies or other assemblies where the Company may participate directly or indirectly, including when electing new administrators;

(XXVI) carry out the additional duties determined by the General Assembly;

(XXVII) approve the shares option plan for the executives any modification; and

(XXVIII) establish committees, including number of members, duties regarding analysis and recommendations on certain issues, and approve internal regulations which may from time to time be proposed.


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