By Laws

CHAPTER I

NAME, PRINCIPAL PLACE OF BUSINESS, PURPOSE AND DURATION

Clause 1 - Metalfrio Solutions S.A. (“Company”) is a joint-stock company governed by these Bylaws and by the applicable legislation.

Paragraph 1 - With admission as a registered Company in the special listing segment named Novo Mercado of the BM&FBOVESPA - Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”), the Company, its shareholders, Managers and members of the Audit Board, if installed, shall be subject to the provisions of the Listing Regulations of the Novo Mercado of BM&FBOVESPA (“Regulations of the Novo Mercado”).

Paragraph 2 - The provisions of the Regulations of the Novo Mercado shall prevail over the provisions in these bylaws in case of loss of the right by the target public of the public offerings set out in these Bylaws.

Paragraph 3 - The capitalized terms used in these Bylaws, unless otherwise provided for herein, shall have the meanings ascribed to them in the Regulations of the Novo Mercado.

Clause 2 - The Company has its principal place of business and jurisdiction in the city of São Paulo, State of São Paulo, at Avenida Abrahão Gonçalves Braga, 412, km 12.5 of Via Anchieta, and may establish and close branch offices, agencies, warehouses, offices, subsidiary offices, representations and any other establishments in Brazil or abroad, by resolution of the Executive Board.

Clause 3 - The Company’s purposes are:
(a) Holdings in other companies or projects in Brazil or abroad as shareholder, partner or quotaholder; and
(b) Exploration of the metallurgical manufacturing and trade in general, including the manufacture of refrigerators, freezers and similar devices, assembly and/or manufacture of automatic vending machines, components and parts; the provision of technical assistance services, for the maintenance and repair of the products manufactured and traded by the Company; the trade of these products in general, their pieces, parts or components; the manufacture, trade, import and export of refrigeration parts and accessories, refrigerators, freezers, automatic vending machines and similar devices, including entering agreements for compliance with export performance; representations in general.

Clause 4 - The Company shall have indefinite duration.

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CHAPTER II

SHARE CAPITAL AND SHARES

Clause 5 - The Company’s share capital, fully subscribed and paid-up, is two hundred and thirty-nine million, nine hundred and eighty-eight thousand, fifty seven Reais and seventeen centavos (R$ 239,988,057.17), represented by forty-one million, four hundred and thirty-nine thousand, three hundred and thirty (41,439,330) common shares, all registered and without par value.

Clause 6 - The Company is hereby authorized, by resolution of the Board of Directors, to increase its share capital, regardless of amendment to its Bylaws, with the issue of up to eighty million (80,000,000) common shares.

Paragraph 1 - The Board of Directors shall set the conditions for issuing the shares mentioned in the main section above, including the price and payment term, and may resolve on the issue of subscription warrants, within the limit of the authorized capital.

Paragraph 2 - Within the limit of the authorized capital and in accordance with the plan approved by the General Meeting, the Board of Directors may authorize the Company to grant stock options to its Managers or employees, as well as to the managers or employees of other companies directly or indirectly controlled by the Company, without preemptive right for the shareholders.

Paragraph 3 - The Company is prohibited from issuing founders’ shares and preferred shares.

Clause 7 - The share capital shall be represented exclusively by common shares and each common share shall correspond to the right to one vote in the resolutions of the General Meeting.

Clause 8 - All of the Company’s shares are book-entry shares, and maintained in a deposit account with a financial institution authorized by the Securities and Exchange Commission.
Clause 9 - At the discretion of the Board of Directors, shares and debentures convertible into shares, or subscription warrants may be issued without preemptive right or with the reduction of the period mentioned in paragraph 4 of Article 171, of Law No. 6,404/76, the placement of which shall be made through sale on a stock exchange or by public subscription, or through the exchange of shares in a takeover bid, pursuant to law, within the limit of the authorized capital.

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CHAPTER III

THE COMPANY’S CORPORATE BODIES

SECTION I -
General Meeting

Clause 10 - The General Meeting shall ordinarily meet once a year and, extraordinarily, whenever called pursuant to the applicable legislation or these Bylaws.

Clause 11 - The General Meeting shall be convened and presided by the Chairman of the Board of Directors or, in the absence thereof, by the Vice-Chairman of the Board of Directors or, in the absence thereof, by a shareholder or manager of the Company chosen by the majority of the votes present, with the Chairman of the General Meeting being responsible for appointing the Secretary, who may or may not be a Company shareholder.

Clause 12 - The General Meeting shall have the following duties, in addition to those granted thereto by law and in these Bylaws:

I. To elect and remove the members of the Board of Directors from office, and appoint the Chairman and Vice-chairman of the Board of Directors;

II. To set the global annual compensation of the members of the Board of Directors and the Executive Board, as well as the members of the Audit Board, if established;

III. To take cognizance, on an annual basis, of the Manager accounts and resolve on the financial statements presented thereby;

IV. To amend the Bylaws;

V. To resolve on the winding-up, liquidation, consolidation, spin-off, or merger of the Company, or of any other company by the Company;

VI. To approve plans to grant stock options to its Managers and employees, or the Managers or employees of other companies directly or indirectly controlled by the Company;

VII. To decide, in accordance with the proposal submitted by the management, on the allocation of profits from the financial year and the distribution of dividends;

VIII. To elect the liquidator, as well as the Audit Board that will operate during the period of liquidation;

IX. To decide on any application to cancel the Company’s registration as a publicly-held company, as well as its exit from the special listing segment known as the Novo Mercado of BM&FBOVESPA;

X.To choose the specialized company responsible for determining the Economic Value of the Company and prepare the respective share appraisal report in the event of deregistration of the Company as a publicly-held company or its exit from the Novo Mercado, as provided for in Chapter V of these Bylaws, from among the companies nominated by the Board of Directors;

XI. To decide on any matter submitted to it by the Board of Directors.

SECTION II - MANAGEMENT

Sub-Section I
General Matters

Clause 13 - The Company shall be managed by the Board of Directors and by the Executive Board.

Paragraph 1 - The Managers of the Company shall be vested in their offices by an instrument drawn up in a book maintained specifically for such purpose, signed by the manager vested thereby and waiving any management pledge.

Paragraph 2 - The vesting of members of the Board of Directors and the Executive Board is conditioned upon prior signature of the Managers’ Instrument of Consent, as set forth in the regulations of the Novo Mercado, and in compliance with the applicable legal requirements. Managers must, immediately after being vested in their respective offices, communicate to BM&FBOVESPA the quantity and characteristics of the securities issued by the Company directly or indirectly held thereby, including derivatives.

Paragraph 3 - Managers shall remain in office until their substitutes take office.

Clause 14 - The General Meeting shall set the limit for the annual global compensation for distribution between the Managers, and it shall be the responsibility of the Board of Directors to decide on the individual compensation of the Managers, according to the provisions hereof.

Clause 15 - Providing the call notice was issued in accordance with these Bylaws; any management body shall be validly convened with the presence of the majority of its members and shall resolve by vote of the majority of those present.
Sole Paragraph - The prior call notice to all Managers regarding the meeting shall only be waived as a condition for validly convening such meeting if all members of the body are present, with verification of attendance admitted for such purpose through the presentation of written votes delivered by another member or sent to the Company prior to the meeting.

Sub-Section II
The Board of Directors

Clause 16 - The Board of Directors shall comprise a minimum of five (5) and a maximum of seven (7) members, Shareholders elected and dismissed by the General Meeting, for unified term of office of 1 (one) year, with re-election hereby permitted.

Paragraph 1 - In the Annual General Meeting, the shareholders shall resolve on the effective number of members of the Board of Directors.

Paragraph 2 - At least twenty percent (20%) of members of the Company’s Board of Directors must be Independent Board Members, as defined by the regulations of the Novo Mercado, and this condition as Independent Board Member must be mentioned in the minutes of the General Meeting that elects such member(s), with the Member(s) elected through the option set forth in Article 141, paragraphs 4 and 5, of Law No. 6,404/76 also deemed Independent. When application of the percentage mentioned in this paragraph results in a fractioned number of board members, such fraction shall be rounded to the (i) next highest whole number when the fraction is greater than or equal to 0.5 or (ii) to the next lowest whole number when the fraction is less than 0.5.

Paragraph 3 - The members of the Board of Directors shall be vested in their positions upon signing of an instrument drawn up in a book kept specifically for such purpose. The members of the Board of Directors must remain in their positions and exercise their duties until their substitutes are elected, unless otherwise resolved by the General Meeting.

Paragraph 4 - Unless otherwise waived by the General Meeting, members of the Board of Directors must have unblemished reputations, and cannot be elected if he/she (i) holds positions in companies that may be considered competitors of the Company; or (ii) has or represents an interest in conflict with that of the Company. If any of these prevention criteria become applicable to any member of the Board of Directors after a member is elected, such member shall not exercise their voting right.

Paragraph 5 - A member of the Board of Directors may not have access to information or participate in meetings of the Board of Directors related to matters wherein he/she has or represents interests in conflict with those of the Company, and are hereby expressly forbidden from exercising their voting rights.

Paragraph 6 - The Board of Directors, in order to better perform its duties, may create committees or work groups with specific objectives, composed of persons designated thereby from among the members of management and/or other persons who are not part of the Company’s management.

Paragraph 7 - The office of Chairman of the Board of Directors and Chief Executive Officer or chief officer cannot be accumulated by the same person.

Clause 17 - The Chairman and Vice-Chairman of the Board of Directors shall be appointed at the General Meeting.

Paragraph 1 - It shall be incumbent upon the Chairman of the Board of Directors to preside the General Meetings and the meetings of the Board of Directors and, in the event of absence or temporary incapacitation, these duties shall be exercised by the Vice-Chairman of the Board of Directors.

Paragraph 2 - In the event of a vacancy in the Board of Directors that does not result in a composition inferior to the majority of the offices hereof, according to the number of sitting members resolved by the General Meeting, the other members of the Board of Directors may (i) appoint an alternate member(s), who shall remain in office until the end of the term of office of the member(s) substituted; or (ii) opt to leave the office(s) of such member(s) vacant, provided the number of members set out in the main section of Clause 16 is observed.

Paragraph 3 - In the event of a vacancy in the Board of Directors that results in a composition inferior to the majority of the positions thereof, according to the number of sitting members resolved by the General Meeting, the Board of Directors may convene a General Meeting to elect an alternate member(s), who shall remain in office until the end of the term of office of the member(s) substituted.

Clause 18 - The Board of Directors shall meet annually, quarterly and extraordinarily, whenever called by the Chairman or Vice-Chairman of the Board of Directors. The meetings of the Board of Directors may be held, exceptionally, by telephone conference, video conference or by any other communication method that which provides unequivocal proof of the vote pronounced.

Paragraph 1 - Meeting call notices shall be made in writing at least five (5) days in advance, by letter, telegram, fax, email or any method that allows confirmation of receipt of the notice by the addressed party, and must contain the agenda and be accompanied by the documentation related thereto.

Paragraph 2 - All resolutions of the Board of Directors shall be included in minutes drawn up in the respective book of the Board of Directors and signed by the attending board members.

Paragraph 3 - Prior votes in writing or submitted fax, email or any other communication methods are admitted in meetings of the Board of Directors, and the members rendering votes by any such methods are recorded as being present.

Paragraph 4 - Resolutions of the Board of Directors shall always be made by favorable vote of the majority of the members present at the meeting.

Clause 19 - The Board of Directors shall have the following duties, in addition to those attributed thereto by law or these Bylaws:

I. To enforce the rules governing the activities of the Company, being able to invoke, for appraisal and resolution thereby, any matter not included in the exclusive authority of the General Meeting or the Executive Board;

II. To set the general guidelines of the Company’s business;

III. To elect and dismiss the Company’s Officers;

IV. To assign Officers their respective duties, attributes and limitations of power not specified in these Bylaws, including appointing the Investor Relations Officer, according to the provisions hereof;

V. To resolve on the calling of a General Meeting, whenever deemed convenient, or pursuant to the case in Article 132 of Law No. 6,404/76;

VI. To inspect the management performed by the Officers, and examine, at any time, the books and papers of the Company, requesting information on agreements executed or in the process of being executed and any other acts;

VII. To evaluate the quarterly results of the Company’s operations;

VIII. To choose and dismiss the Company’s independent auditor necessarily from among the Big Four independent auditing companies, namely, PriceWaterhouseCoopers, Deloitte Touche Tohmatsu, KPMG and Ernst&Young;

IX. To summon the independent auditors to provide the clarifications it deems necessary;

X. To evaluate the Management Report and the accounts of the Executive Board and resolve on the submission thereof to the General Meeting;

XI. To approve the Company’s annual budgets and their respective amendments;

XII. To provide prior disclosure of any proposal to be submitted for resolution by the General Meeting;

XIII. To authorize the issue of Company shares, within the limits authorized by Clause 6 hereof, establishing the conditions for issue, including price and payment term and even exclude (or reduce the term of) the preemptive right in the issue of shares, subscription warrants and convertible debentures, the placement of which shall be through sale on a stock exchange or by public subscription or in a takeover bid, pursuant to the law;

XIV. To resolve on acquisition by the Company of shares issued thereby, or on the issue of stock and put options, regarding shares issued by the Company, to be held in treasury and/or for subsequent cancellation or sale;

XV. To resolve on the issue of subscription warrants;

XVI. To grant stock options to its managers or employees, as well as the managers and employees of other companies directly or indirectly controlled by the Company, without preemptive right for the shareholders pursuant to the provisions of the programs approved by the General Meeting;

XVII. To resolve on the issue of simple, unsecured, non-convertible debentures, as well as on the issue of commercial papers;

XVIII. To authorize the Company to tender guarantees for the liabilities of its controlled companies and/or wholly-owned subsidiaries, whose value exceeds ten million Reais (R$ 10,000,000.00);

XIX. To approve any acquisition or sale of any permanent assets whose value exceeds two million Reais (R$ 2,000,000.00), except as provided for in item XX below;

XX. To authorize participation by the Company as a shareholder or quotaholder in other companies, or association of the Company with other companies to form joint ventures;

XXI. To approve the creation of possessory liens on the Company’s assets or the granting of guarantees to third parties, in any amount, except as provided for in item XVIII above;

XXII. To approve the retention of any credit facility or loan, including leasing transactions, on behalf of the Company, not specified in the annual budget and whose value exceeds eight million Reais (R$ 8,000,000.00);

XXIII. To define the list of three companies specialized in the economic appraisal of companies, to prepare the appraisal report the Company shares, in the event of a public offering for the acquisition of shares to cancel the Company’s registration as publicly-held company or its exit from the Novo Mercado;

XXIV. To request the bankruptcy, judicial or extrajudicial recovery of the Company;

XXV. To approve any transaction or set of transactions whose annual amount is greater than or equal to one million Reais (R$ 1,000,000.00) and involves the Company and any directly or indirectly related party thereto. For purposes of this provision, a related party is understood as any Company manager, employee or shareholder who directly or indirectly holds more than ten percent (10%) of the Company’s share capital.

XXVI. To grant use, sell, transfer or license any type of intellectual property owned by the Company.

XXVII. Previously resolve on the spin-off, consolidation, merger, winding-up or liquidation or other corporate reorganization operations with similar effects involving any of the Company’s controlled companies; and

XXVIII. To allocate share bonuses and resolve on any splitting or reverse splitting of shares.

XXIX. To pronounce itself in favor of or contrary to any public offering for the acquisition of shares, the object of which are the shares issued by the Company, through a substantiated prior opinion disclosed up to fifteen (15) days as of publication of the notice for the public offering for the acquisition of shares, which must include, at least (i) the convenience and opportunity of the public offering for the acquisition of shares with regard to the interest of the group of shareholders and the liquidity of the securities held thereby; (ii) the repercussions of the public offering for the acquisition of shares with regard to the interests of the Company; (iv) the strategic plans disclosed by the offering party with regard to the Company; (iv) other points the Board of Directors considers relevant, as well as other information required by the applicable rules set out by the CVM.
Sole paragraph - The Board of Directors may limit the powers of the Executive Board to perform any of the acts mentioned in items XVIII, XIX, XXII and XXV, subject to the limits of the amount per act or series of acts.

Sub-section III
Executive Board

Clause 20 - The Executive Board shall be composed of three (3) to seven (7) Officers, namely the Chief Executive Officer, the Managing Officer, the Chief Financial Officer, the Investor Relations Officer and others, if elected, the Chief Operations Officer, the Sales and Marketing Officer, the Engineering Officer and the Research and Development Officer. The position of Investor Relations Officer may be cumulatively exercised with any other Officer position, as determined by the Board of Directors.

Paragraph 1 - The Officers shall be elected for a term of office of 3 (three) years, with re-election being permitted.

Paragraph 2 - Members of the Executive Board not re-elected shall remain in their respective positions until the new Officers take office.

Paragraph 3 - In the event of permanent incapacitation or vacancy of a position, the Board of Directors shall be immediately called to elect a substitute.

Paragraph 4 - The absence or incapacitation of any Officer for a continuous period of over 30 days, unless authorized by the Board of Directors, shall result in termination of the respective term of office, pursuant to the provision in paragraph 3 hereof.

Paragraph 5 - An Officer may not simultaneously substitute more than one other Officer.

Paragraph 6 - The Executive Board shall meet when called by its Managing Officer or by any two other members jointly, whenever the interests of the Company so require. Meetings of the Executive Board shall take place at the Company’s registered office and shall be installed with the presence of the majority of its members, necessarily including the Managing Officer or the absolute majority of the members of the Executive Board, with the respective resolutions taken by vote of the majority of the members present, except in the case of a tie, wherein the Managing Officer shall have the casting vote to approve or reject the matter under discussion. The minutes and corresponding resolutions shall be drawn up in the proper Book.

Clause 21 - It is incumbent upon the Officers to manage the business of the Company, especially:

I. To comply and cause compliance with these Bylaws and the resolutions of the Board of Directors and the General Meeting;

II. To submit, on an annual basis, for evaluation by the Board of Director, the Management Report and the accounts of the Executive Board, accompanied by the report by the independent auditors and the proposal for allocating the profits ascertained in the previous financial year;

III. To submit to the Board of Directors the strategic planning, the business plan and the annual budget of the Company and its controlled companies;

IV. To present to the Board of Directors, on a quarterly basis or upon request, the detailed interim economic-financial balance sheet for the Company and its controlled companies and the consolidated balance sheet;

V. To issue and approve internal rulings and regulations it deems useful or necessary; and

VI. To represent the Company as plaintiff or defendant, both in and out of court, observing the provision in Clause 29.

Clause 22 - It is incumbent upon the Chief Executive Officer to supervise the Managing Officer and the Investor Relations Officer, manage the activities related to the general planning of the Company, according to the policies, guidelines and instructions previously defined by the Board of Directors, as well as:

I. Manage matters of an institutional nature and related to the Company’s public relations;

II. Review, approve in advance and submit, on an annual basis, the Company’s annual business plan and annual budget to the Board of Directors;

III. Manage matters of a general corporate nature.

Clause 23 - It is incumbent upon the Managing Officer, in addition to his/her duties, attributes and other specific powers which may be conferred thereto by the Board of Directors and by the Chief Executive Officer, to:

I. Call and preside meetings of the Executive Board;

II. Lead and coordinate the actions of the Chief Financial Officer, Sales and Marketing Officer, Industrial Officer and Engineering, Research and Development Officer and of the Officers of the Quality and Supply and Logistics areas in achieving the targets defined in the annual business plan, in the budget and in the specific objectives established by the Board of Directors;

III. Lead and coordinate the actions and acts for continuous improvement of the organization, generating cash, accounting results, financial liquidity and working capital of the Company and its controlled companies;

IV. Prepare the annual business plan and budget of the Company and the controlled companies and submit them to the Chief Executive Officer;

V. Coordinate and inspect the executive management of the activities of the controlled companies;

VI. Coordinate the Company’s personnel (human resources), organizational, managerial, operational and marketing policies;

VII. Cooperate with and support the Chief Executive Officer with regard to his/her duties and activities; and

VIII. Represent the Chief Executive Officer in his/her absence.

Clause 24 - It is incumbent upon the Chief Financial Officer, in addition to his/her duties, attributes and other specific powers which may be conferred thereto by the Board of Directors, according to the policies and guidelines previously defined by the Managing Officer, to:

I. Use alternative sources of funds, propose financial protection (hedge and derivative agreements) alternatives for the Company to the Managing Officer and the Board of Directors, and approve the financial conditions for the Company’s business;

II. Manage the Company’s cash, accounts payable and receivable;

III. Manage the areas related to accounting, treasury and financial, fiscal and tax planning, being responsible for the accuracy of records and information, submitting the results and comparisons to the Company and to the Board of Directors on the appropriate date or the previously established dates;

IV. Regularly observe and control the annual business plan, the strategic planning and results obtained;

V. Manage the Information Technology area;

VI. Liaise with outside auditor during the periodic audits thereby;

VII. Provide overall supervision of the financial and accounting activities, and activities related to consolidation of the results of the Company and its controlled companies; and

VIII. Cooperate with the Managing Officer in his/her duties and activities.

Clause 25 - It is incumbent upon the Investor Relations Officer to provide information to the public investor, the Securities and Exchange Commission and any stock exchange and organized over-the-counter markets in which the Company is registered, and keep the Company’s registration as a publicly-held company updated, complying with the entire legislation and regulations applicable to publicly-held companies.

Clause 26 - It is incumbent upon the Industrial Officer, in addition to the duties, attributes and other specific powers which may be conferred thereto by the Board of Directors, according to the policies and guidelines previously defined by the Managing Officer, to:

I. Lead and coordinate the Company’s operating activities and actions related to investments in fixed assets, production, production maintenance, planning and control of the production and manufacturing processes;

II. Define a strategic technological proposal, for the medium and long term, for the industrial development and standardization of the Company’s processes;

III. Lead and coordinate quality assurance actions and acts throughout all stages of product development and in the manufacturing processes and stages of the Company’s products;

IV. Define control processes and reports regarding the development and the manufacturing processes and stages of the Company’s products;

V. Find efficient solutions for the quality issues reported by clients, as well as monitor quality levels and take actions to mitigate them;

VI. Ensure the inventory levels are adapted to the working capital optimization policy established by the Company;

VII. Coordinate, cooperate, guide and inspect the aforementioned activities in the companies controlled by the Company;

VII. Cooperate and support the Managing Officer in his/her duties and activities.

Clause 27 - It is incumbent upon the Sales and Marketing Officer, in addition to his/her duties, attributes and other specific powers which may be conferred thereto by the Board of Directors, according to the policies and guidelines previously defined by the Managing Officer, to:

I. Maintain the data regarding the characteristics of markets where the Company and its controlled companies operate, their technological trends, governmental requirements, clients and competitors up-to-date;

II. Develop trading strategies, negotiation policies, plans related to the needs of the Company’s clients and the market;

III. Supervise and contribute to consumer relations in the operation of the sales and marketing area;

IV. Cooperate with the Chief Financial Officer to protect the interests of the Company and its controlled companies, in activities related to the approval of credit facilities, collection control and credit insurance;

V. Propose and supervise implementation of the sales strategy, including any publicity material, price policy, geographic area of operation, market analysis, customer service and any the other duties required for customer relations and the growth of the business;

VI. Cooperate, coordinate and inspect performance of the aforementioned activities in the companies controlled by the Company; and

VII. Cooperate and support the Managing Officer in his/her duties and activities.

Clause 28 - It is incumbent upon the Engineering, Research and Development Officer, in addition to his/her duties, attributes and other specific powers which may be conferred thereto by the Board of Directors, according to the policies and guidelines previously defined by the Managing Officer, to:

I. Lead and coordinate the operating activities related to product engineering, as well as manage and control processes and any related technical documentation;

II. Define the product design, operation and assembly guidelines;

III. Lead and coordinate research and creation activities related to technological development, as well as manage related processes;

IV. Define research guidelines and policies and associations with universities and independent laboratories, required to develop and update products;

V. Coordinate, cooperate and inspect the aforementioned activities in the companies controlled by the Company; and

VII. Cooperate and support the Managing Officer in his/her duties and activities.

Clause 29 - The Company shall be represented as follows:

I. by two Officers jointly, one of them necessarily being the Chief Financial Officer;

II. by any Officer or attorney-in-fact, for the practice of acts exclusively involving representation of the Company in legal and/or administrative proceedings, including for the granting of powers of attorney for purposes of representation of the Company in said proceedings;

III. by the Chief Financial Officer, jointly with an attorney-in-fact with specific powers; and

IV. by one or more attorneys-in-fact with specific powers, as specified in the Sole Paragraph below.

Sole paragraph - Powers of attorney shall always be granted on behalf of the Company by the Chief Executive Officer jointly with the Chief Financial Officer or by the Managing Officer jointly with the Chief Financial Officer, and shall have a term of effectiveness limited to a maximum of one year, with maturity on December 31 of each calendar year. Only powers of attorney for purposes of representation in legal proceedings shall be granted for an indefinite term of effectiveness.

SECTION III -
The Audit Board

Clause 30 - The Company’s Audit Board, with the duties set forth by law, shall be composed of three (3) to five (5) members and an equal number of alternate members.

Paragraph 1 - The Audit Board shall not operate on a permanent basis and shall only be established upon request by the shareholders, in accordance with the legal provisions.

Paragraph 2 - The investiture of the members of the Audit Board is subject to the prior subscription of the Audit Board Members’ Instrument of Consent, as specified in the Regulations of the Novo Mercado, as well as in compliance with the applicable legal requirements. Immediately after being vested in their respective offices, the members of the Audit Board must communicate to BM&FBOVESPA the number and characteristics of securities issued by the Company which are directly or indirectly held thereby, including any derivatives.

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CHAPTER IV

FINANCIAL YEAR AND FINANCIAL STATEMENTS

Clause 31 - The financial year begins on January 1 and ends on December 31 of each year.

Paragraph 1 - At the end of each financial year, the Executive Board shall ensure preparation of the following financial statements, according to the relevant legal precepts and without prejudice to other statements required by the regulations of the Novo Mercado of BM&FBOVESPA:

I. balance sheets;

II. statement of changes in net equity;

III. income statement for the year;

IV. cash flow statement; and

V. value-added statement.

Paragraph 2 - The financial statements for the year shall contain a proposal by the management for allocating the net profit, subject to the provisions of these Bylaws and the applicable legislation.

Paragraph 3 - The net profit for the year shall compulsorily receive the following allocation:

I. five percent (5%) for formation of the legal reserve, until such reserve reaches twenty percent (20%) of the subscribed share capital;

II. payment of an obligatory dividend, subject to the provisions of Clause 32 of these Bylaws and the applicable legislation;

III. for the formation of a tax incentive reserve, the portion of net profit resulting from donations or governmental subsidies for investment, which may be excluded from the tax base of the obligatory dividend;

IV. withholding of a portion of the net profit to offset the capital budget proposed by the Company’s management and approved at the General Meeting; and

V. distribution of dividends from the remaining sum.

Clause 32 - The shareholders shall be entitled to receive, each financial year, as dividends, a minimum mandatory percentage of twenty-five percent (25%) of the net profit for the financial year, after the following adjustments:

• deduction of amounts allocated, in the year, to constitute the legal reserve, tax incentive reserve and contingency reserve; and
• addition of amounts resulting from reversal, in the financial year, of any contingency reserves previously constituted.

Paragraph 1 - Whenever the amount of the mandatory dividend exceeds the realized portion of the net profit for the year, the management may propose, and the General Meeting may approve, allocating the difference in the constitution of a Reserve for Future Earnings (Article 197 of Law No. 6,404/76).

Paragraph 2 - Subject to the applicable legal limits, the General Meeting may allocate a share of the profits to the managers of the Company or its controlled companies, provided the minimum mandatory dividend mentioned in this Clause is allocated to the shareholders.

Paragraph 3 - The Company may compile financial statements twice a year or at shorter intervals. Provided the conditions imposed by Law are observed; the Board of Directors may: (a) resolve on the distribution of dividends to be debited from the profit account according to the profit ascertained in interim financial statements made twice a year or at shorter intervals, subject to later approval by the General Meeting; or (b) declare interim dividends to be debited from the existing profit reserves from the previous annual or twice-yearly financial statements.

Paragraph 4 - Dividends not claimed within three years shall expire, to the benefit of the Company.

Paragraph 5 - The Board of Directors shall resolve on a proposal of the Executive Board for payment or credit of Interest on Net Equity, subject to subsequent approval by the Annual General Meeting that evaluates the financial statements for the financial year in which such Interest was paid or credited, and the amounts corresponding to the Interest on Net Equity shall be deemed to be on account of the mandatory dividend.

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CHAPTER V

SALE OF SHARE CONTROL, DEREGISTRATION AS PUBLICLY-HELD COMPANY AND DECISION TO LEAVE THE NOVO MERCADO

Clause 33 - In case of sale of the Company’s share control, either by a single transaction, or by means of successive transactions, such sale must be contracted under precedent or dissolving condition requiring the party acquiring control to undertake to conduct a public offering for acquisition of the shares of the other shareholders, subject to the conditions and periods specified in the legislation in force and the Regulations of the Novo Mercado, so as to ensure the such other shareholders are given treatment equal to the treatment given to the Selling Controlling Shareholder.

Clause 34 - The public offering mentioned in the previous Clause must also be made in the following events:

I. in the event of burdensome assignment of share subscription rights and other securities or rights relating to securities convertible into shares, which may result in the Sale of the Corporate Control; or

II. in the event of sale of control of any company which holds Control of the Company, in which case the selling shareholder shall be required to declare to BM&FBOVESPA the value attributed to the Company in such sale and attach documentation evidencing such value.

Clause 35 - Any party who holds Share Control through a private share purchase agreement entered into with the Controlling Shareholder, involving any quantity of shares, shall be required to:

I. make the public offering mentioned in Clause 33 of these Bylaws; and

II. pay, under the terms indicated below, an amount equivalent to the difference between the price of the public offering and the amount paid per share potentially acquired in a stock exchange in the six (6) months prior to the data of acquisition of Share Control, duly updated to the date of payment. Said amount shall be distributed among all persons who have sold the Company’s shares in the trading sessions in which the Acquirer performed the acquisitions, ratably to the daily net sales balance thereof, with BM&FBOVESPA liable for making the distribution pursuant to the provisions of its regulations.

Clause 36 - In the public offering for acquisition of shares to be made by the Controlling Shareholder or by the Company for the -deregistration thereof as a publicly-held company, the minimum price to be offered shall correspond to the Economic Value ascertained in an Appraisal Report, according to Clause 42 of these Bylaws, pursuant to the applicable legal and regulatory rules.

Clause 37 - If the shareholders, convened in an Extraordinary General Meeting, resolve for: (i) the Company’s exit from the Novo Mercado so that its shares cease to be listed on the Novo Mercado or (ii) to carry out a corporate reorganization wherein the company resulting therefrom does not have its securities accepted for trading on the Novo Mercado, within one hundred and twenty (120) days counted as of the date of the general meeting which approved said operation, then the Controlling Shareholder shall carry out a public offering for acquisition of the shares belonging to the other shareholders, for at least their respective Economic Value, to be ascertained in an appraisal report, pursuant to clause 42, subject to the requirements contained in Section VIII of the Listing Regulations of the Novo Mercado and those contained in paragraph 1, Article 8, of Law No. 6,404/76, and pursuant to the responsibility specified in Paragraph 6 of the same Article 8 of Law No. 6,404/76.
Clause 38 - In the event of the absence of a Controlling Shareholder, if the Company’s exit from the Novo Mercado is determined, so that the securities issued by the Company are listed for trading outside the Novo Mercado, or by virtue of a corporate reorganization operation whereby the company resulting therefrom does not have its securities accepted for trading on the Novo Mercado within one hundred and twenty (120) days counted as of the date of the general meeting which approved said operation, the exit of the Company shall be contingent upon performance of a public offering for the acquisition of shares under the same conditions set forth in the clause above.

Paragraph 1 - Said general meeting shall define the persons responsible for performing the public offering for the acquisition of shares who, when attending the meeting, shall expressly assume the obligation to perform the offering.

Paragraph 2 - In the absence of a definition of the persons responsible for performing the public offering for the acquisition of shares, in case of corporate reorganization, from which the company resulting therefrom does not have its securities accepted for trading on the Novo Mercado, it shall be incumbent upon the shareholders who vote favorably for the corporate reorganization to perform said offering.

Clause 39 - In the event of the absence of a Controlling Shareholder, whenever the deregistration of publicly-held company is approved at a General Meeting, the Company shall carry out the public offering for acquisition of shares mentioned in clause 36.

Clause 40 - In the event of the absence of a Controlling Shareholder whereby BM&FBOVESPA determines the quote values of securities issued by the Company be disclosed separately or have their trading suspended on the Novo Mercado by reason of non-compliance with the obligations contained in the regulations of the Novo Mercado, the Chairman of the Board of Directors shall call, within two (2) days following the determination, which includes only of the days on which the newspapers regularly used by the Company are in circulation, an Extraordinary General Meeting to replace the entire Board of Directors.

Paragraph 1 - In case the Extraordinary General Meeting mentioned in the main section of this Clause is not convened by the Chairman of the Board of Directors, it may be convened by any of the Company’s shareholders, under the observance of the provisions of Article 123 of Law No. 6,404/76.

Paragraph 2 - The new Board of Directors elected at the Extraordinary General Meeting mentioned in the main section and in Paragraph 1 of this Clause shall remedy the noncompliance with the obligations in the Regulations of the Novo Mercado within the shortest possible period or within a new period granted by BM&FBOVESPA for this purpose, whichever is shortest.

Clause 41 - The Company’s exit from the Novo Mercado by reason of noncompliance with obligations included in the Regulation of the Novo Mercado is contingent upon performance of a public offering for the acquisition of shares by, at least, the Economic Value of the shares, to be ascertained in an appraisal report, pursuant to the provisions of clause 42 of these Bylaws, under the observance of the applicable legal and regulatory rules.

Paragraph 1 - The Controlling Shareholder shall carry out the public offering for acquisition of shares set forth in the main section of this Clause.

Paragraph 2 - In the event of the absence of a Controlling Shareholder and the exit from the Novo Mercado mentioned in the main section results from resolutions taken at a General Meeting, those shareholders who have voted in favor of the resolution which resulted in the respective noncompliance shall carry out the public offering for acquisition of shares set forth in the main section.

Paragraph 3 - In the event of the absence of a Controlling Shareholder and the exit from the Novo Mercado mentioned in the main section occurs by reason of act or fact on the part of management, the Company’s Managers shall convene a General Meeting whose agenda shall be a resolution regarding how to remedy the noncompliance with the obligations in the Regulation of the Novo Mercado, as applicable, resolve on the Company’s exit from the Novo Mercado.

Paragraph 4 - If the General Meeting mentioned in Paragraph 3 above resolves on the Company’s exit from Novo Mercado, said General Meeting shall define the persons responsible for performing the public offering for acquisition of shares set forth in the main section who, when attending the meeting, shall expressly assume the obligation to carry out the offering.

Clause 42 - The appraisal report addressed by clauses 36, 37 and 41 of these Bylaws shall be prepared by a specialized institution or company, with proven experience and independence with respect to the decision-making power of the Company, its Managers and/or Controlling Shareholder(s), and whose report must also meet the requirements of paragraph 1, article 8, of Law No. 6,404/76 and include the liability set forth in paragraph 6 of the same article of the referred Law.

Paragraph 1 - The choice of specialized institution or company in charge of defining the Company’s Economic Value is of exclusive authority of the General Meeting as of the moment of submission, by the Board of Directors, of a three-name list, with the respective resolution being taken by majority of votes of the Outstanding Shares - blank votes being excluded - in attendance at the General Meeting resolving on this matter, which, if installed at first call, shall rely on the attendance of shareholders representing at least twenty percent (20%) of the total number of outstanding shares or, if installed at second call, with the presence of any number of shareholders representing the Outstanding Shares.

Paragraph 2 - The costs of preparing the required appraisal report must be fully borne by the offering party.

Clause 43 - The Company shall not register any transfer of shares to the Acquirer of the Control, or to the parties that may hold such Control, until such parties sign the Controlling Shareholders’ Instrument of Consent mentioned in the Regulations of the Novo Mercado. In addition, the Company shall not register any shareholders’ agreement regarding the exercise of Control until its signatories have signed such Controlling Shareholders’ Instrument of Consent.

Clause 44 -The Company or its shareholders responsible for making the public offering for acquisition of shares set forth in this Chapter V, in the Regulations of the Novo Mercado or in regulations issued by the CVM, may ensure the performance thereof through the intermediation of any shareholder, third party or, as applicable, the Company. The Company or the shareholder, as applicable, are not exempt from the obligation to make the public offering for acquisition of shares until such offering has concluded pursuant to the applicable rules.

Clause 45 - Any omissions in these Bylaws shall be resolved by the General Meeting and regulated pursuant to the provisions of Law No. 6,404/76 and the Regulations of the Novo Mercado.

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CHAPTER VI

ARBITRATION

Clause 46 - The Company, its shareholders, managers and members of the Audit Board, undertake to resolve, through arbitration, before the Market Arbitration Panel, any and all dispute or controversy which may arise between them, related to or arising from, especially, the application, validity, efficacy, interpretation, or violation and the effects thereof, of the provisions of Law No. 6,404/76, of these Bylaws, of the rules issued by the Brazilian Monetary Council, the Central Bank of Brazil or the Securities and Exchange Commission, as well as the other rules applicable to the operation of the capital markets in general, in addition to those contained in the Regulations of the Novo Mercado, Regulations on Sanctions in the Novo Mercado, the Agreement for Participation in the Novo Mercado and the Arbitration Regulations of the Market Arbitration Panel.

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CHAPTER VII

LIQUIDATION OF THE COMPANY

Clause 47 - The Company will undergo liquidation in the cases set forth by Law, with the General Meeting responsible for electing the liquidator or liquidators and the Audit Board that must operate during this period, observing the legal formalities.

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CHAPTER VIII

FINAL PROVISIONS

Clause 48 - The Company may not grant financing or guarantees of any kind to third parties, in any way, for business that is foreign to the Company’s corporate interests.