CNPJ/MF nº / NIRE Publicly-held Corporation HELD ON APRIL 26, 2018

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1 MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. CNPJ/MF nº / NIRE Publicly-held Corporation MINUTES OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING HELD ON APRIL 26, 2018 (prepared in summarized form, as authorized in paragraph 1 of article 130 of Act no /76, as amended) DATE, TIME, AND PLACE: On April 26, 2018, at 11:00 am, at the registered office of Mills Estruturas e Serviços de Engenharia S.A. ("Company"), located at Estrada do Guerenguê 1.381, Taquara, Jacarepaguá, in the city of Rio de Janeiro, State of Rio de Janeiro, Zip Code CALL: Call notice published on March 27, 28, and April 2, 2018, in the Official Gazette of the State of Rio de Janeiro ("Diário Oficial do Estado do Rio de Janeiro", pages 19, 152 and 16 respectively) and in "Valor Econômico" newspaper (pages E12, E2 and E3, respectively). PUBLICATIONS: Company s Management Report and Financial Statements for the year ended on December 31, 2017, accompanied by the opinion of the Independent Auditors, as well as the favorable opinion of the Fiscal Council, as approved at the meeting of Company s Board of Directors held on March 9, 2018, were published in the Official Gazette of the State of Rio de Janeiro (pages 39 to 46) and in "Valor Econômico," (pages E13 to E19), on March 21, 2018, and the publication of the notices mentioned in the main section of article 133, of Act no , of December 15, 1976, as amended ("Brazilian Corporations Law"), has been waived considering the provision in paragraph 5 of the same article. Were also disclosed to the market electronically the documents required by CVM Instruction n. 481, of December 17, 2009, as amended ( CVM Instruction 481 ). ATTENDANCE: Shareholders holding (one hundred and nineteen million, sixty-nine thousand, four hundred and seventeen) shares with voting rights, corresponding to 68,7% of Company s capital stock, as registered in Company s Shareholders Attendance Book, being verified, therefore, the quorum to call this Ordinary and Extraordinary General Meeting. Attending Mr. Marcelo Sobrinho Ferreira (CRC/RJ /0-3), representative of KPMG Auditores Independentes, Company s independent auditors during 2017 ("Independent 1

2 Auditors"), and Mr. Eduardo Botelho Kiralyhegy, effective member of Company s Fiscal Council were also present, as provided in Paragraph 1 of Article 134, and Article 164 of Brazilian Corporations Law. CHAIR: Chairman of the meeting: Andres Cristian Nacht; Secretary of the meeting: Rafael Machado da Conceição. AGENDA: I. at Ordinary General Meeting: (i) take the accounts of management, examine, discuss and vote Company s Management Report and Financial Statements for the year ended on December 31, 2017, accompanied by the opinion of the Independent Auditors and the opinion of the Fiscal Council; (ii) Establish the number of members to compose the Board of Directors of the Company, as well as electing its members; (iii) Elect the members of the Fiscal Council of the Company and; (iv) Settle the compensation of the management of the Company for the fiscal year 2018; and II. At Extraordinary General Meeting: (i) Deliberate on the amendment of the following articles of the Company s Bylaws, as provided for in the Management Proposal; and (ii) Deliberate about the Co-chairman regime of the Board of Directors. RESOLUTIONS: After the reading of the consolidated vote map of the votes cast through remote voting ballots, which was made available for queries by attending shareholders, pursuant to paragraph 4º of article 21-W of CVM Instruction 481/2009, the following resolutions were taken: I. At Ordinary General Meeting: 1. By unanimity, registering abstentions, including those legally impeded (as vote map in Annex I), have approved Company's Management Report, the management accounts, and Financial Statements for the year ended December 31, 2017, accompanied by the Independent Auditors' report and Company Fiscal Council's favorable opinion. 2. By unanimity, registered abstentions and votes opposed, (as vote map in Annex I), they approved the election and/or reelection (as applicable) of the following members of Company s Fiscal Council, to hold office until the Annual General Meeting that will deliberate on the financial statements for 2019, pursuant to Article 28, paragraph 2, of Company s Articles of Incorporation: (i) Mr. Elio Demier, brazilian, divorced, bachelor of social communication, ID number , issued by IFP/RJ, taxpayer identification number CPF/MF , residing and domiciled at Sorocaba Street, nº 691, apartment 502, 2

3 Botafogo, in the city of Rio de Janeiro, State of Rio de Janeiro; (ii) Mr. Roberto Pedote, brazilian, married, administrator, ID number , issued by SSP/SP, taxpayer identification number CPF/MF , residing and domiciled at Arruda Botelho Avenue, nº 466, apartment 31, in the city of São Paulo, State of São Paulo; (iii) Ms. Francisca Kjellerup Nacht, brazilian, single, business administrator, ID number , issued by DETRAN-RJ, taxpayer identification number CPF/MF , residing and domiciled at Nyvej 17, st.th., DK-1851 Frederiksberg C, Denmark; (iv) Mr. Fabio Bruggioni, brazilian, married, business administrator, ID number issued by SSP/SP, taxpayer identification number CPF/MF , residing and domiciled at Joaquim Eugênio de Lima Street, 1655, ap 51 in the city of São Paulo, State of São Paulo, ZIP Code ; and (v) Mr. Eduardo Luiz Wurzmann, brazilian, married, economist, ID number SSP/SP, taxpayer identification number CPF/MF , residing and domiciled at Cordisburgo Street, 197, in the city of São Paulo, State of São Paulo, ZIP Code , stablishing that Mr. Roberto Pedote, Mr. Fabio Bruggioni and Mr. Eduardo Wurzmann are elected as independent directors, according to the requirements of the previous regulation of Novo Mercado of B3 S.A. Brasil, Bolsa, Balcão ( B3 ) The members now reelected and/or elected, as applicable, shall take office upon the execution of their respective instruments of investiture registered in Company s Fiscal Council Meeting Minutes Book, which should include the statements provided in Article 147 of the Stock Corporations Act, as well of CVM Instruction 367, of May 29, Mr. Elio Demier and Mr. Roberto Pedote shall act, respectively, the functions of as Chairman of the Board of Directors and Vice Chairman of the Board of Directors. 3. By majority, registered the votes opposed and the abstentions, (as vote map in Annex I), they approved the election and/or reelection, as applicable, of the following members to set the Fiscal Council of the Company,with the mandate until the Ordinary General Meeting that deliberates about the financial statements of 2018, provided in article 28, second paragraph, of the Company s Bylaws: (i) Mr. Eduardo Botelho Kiralyhegy, brazilian, single, lawyer, ID number , issued by OAB/RJ, taxpayer identification number CPF/MF , residing and domiciled at Julio Furtado Avenue 193/605, Grajaú, in the city of Rio de Janeiro, State of Rio de Janeiro, ZIP Code ; (ii) Mr. Rodrigo Fagundes Rangel, brazilian, married, accountant, ID number /O-8 issued by CRC-RJ, taxpayer identification number CPF/MF , residing 3

4 and domiciled at Engenho do Mato Street 97, Itaipu, Niteroi, State of Rio de Janeiro, ZIP Code ; and (iii) Mr. Peter Edward Cortes Marsden Wilson, brazilian, married, ID number taxpayer identification number CPF/MF , residing and domiciled at Princesa Isabel Street 347 ap 92 Brooklin Paulista, in the city of São Paulo, State of São Paulo, ZIP Code , all as effective members; as well elect and/or reelect, as appropriate, Mr. (i) Leonardo Roslindo Pimenta, brazilian, married, lawyer, ID number , issued by OAB/RJ, taxpayer identification number CPF/MF , residing and domiciled at Fadel Fadel Street, 186 apt. 702 Leblon, Rio de Janeiro, RJ, ZIP Code: ; (ii) Henry Stanley de Oliveira Carpenter, brazilian, married, ID number 68100/O-0 CRC-RJ, taxpayer identification number CPF/MF /91, residing and domiciled at General Pereira da Silva Street, 302 Icaraí Niterói RJ, ZIP Code ; and (iii) Marcio Villas Boas Passos, brazilian, married, economist, ID number , taxpayer identification number CPF/MF , residing and domiciled at Epitácio Pessoa Avenue, 5050 / 402 ZIP Code , as the respective alternates Fiscal Council s members now reelected and/or elected (as applicable) shall take office upon the execution of their respective instruments of investiture registered in Company s Fiscal Council Meeting Minutes Book, which should include the statements provided in Article 147 of the Stock Corporations Act and other legal provisions applicable. Mr. Eduardo Botelho Kiralyhegy shall act as Chairman of the Fiscal Council. Pursuant to Article 162, paragraph 3, of the Stock Corporations Act, each efective member of the Fiscal Council, shall be entitled to remuneration in the amount corresponding to ten percent (10%) of the average remuneration paid to each officer of the Company, excluding benefits, representation allowances, and profit sharing. 4. By majority, registered the votes opposed and the abstentions, (as vote map in Annex I), they approved the total remuneration of the members of Company's Board of Directors and Executive Board for 2018 of R$ ,00 (thirteen million four hundred and seventy-seven thousand,four hundred and twenty three reais) all in accordance with the proposal submitted for decision of the meeting, the Board of Directors being responsible for the allocation thereof among the members of the Board of Directors and Executive Board. 4

5 II. At Extraordinary General Meeting: 1. By majority, registered the votes opposed and the abstentions, (as vote map in Annex I), they approved amendments of the Company s Bylaws, in accordance with the wording of Annex II, to: (i) amend article 5º to reflect the current subscribed capital of the Company, of R$688,318,462.91, represented by 175,586,442 common, nominative, inscribed and without par value shares; (ii) amend article 15, in order to provide for minimum number of Board meetings per year, as well as the respective paragraphs 2º and 3º, in order to regulate the form of summons and the remote participation of the Board members in meetings of the body; (iii) amend article 16 in order to clarify the responsibilities of the Board of Directors to approve its internal regulations; (iv) amend article 17, in order to: (a) adjust the wording of items b, u and v ; (b) detail the applicable assumptions to the competences of the Board of Directors in relation to subclause "j"; (c) exclude the current item "w"; and (d) include the new headings "x", "y" and "z", related to the adoption of policies and risk management system, internal controls, integrity/compliance and corporate governance aimed at modernising the governance of the company and increase control about their activities. (v) amend article 28, caput, and paragraphs 3º, 5º and 7º, in order to assign, to the Fiscal Council, a non-permanent form, as well as regulate the form of summons and remote participation of its respective members in meetings of the body; (vi) amend article 30, 1º, point b ; and its 2º paragraph, in order to adjust the wording. (vii) to regulate the co-chairmanof regime of the Board of Directors through: (a) amendment of the wording of the following: article 10, caput; article 14, paragraph 1º; and article 15, caput and paragraphs 1º and 4º; article 21, only paragraph; and (b) inclusion of bullet j to the article 12. (viii) as a result of the provisions of the New Regulation of the Novo Mercado of B3 S.A. Brasil, Bolsa, Balcão ( B3 AND Novo Mercado Regulation, respectivaly): (a) amend the texto of the following items: article 1º, caput; article 12, bullets g and i ; article 13, with the inclusion of paragraph 3º; article 14, paragraphs 2º and 3º; article 18, paragraph 2º; article 21, only paragraph; article 28, paragraph 4º; title of Chapter VII; article 32, caput, with the exclusion of the current paragraphs 1º, 2º, as well as the inclusion of the new paragraphs 1º, 2º e 3º; article 34, with the inclusion of the new paragraph 11º; article 35; and article 47; (b) exclude the current articles 33, 35, 36, 37, 38, 39, 40, 41, 42, 43 and 44; e (c) include the new articles 33, 35, 36 and 37; as well as the new Chapter VIII and its respective article 39; and (ix) for purposes of renumbering and adjustments or inclusion of crossreferences, change, considering the old numbering, the following intems: article 13, paragraph 3 º; article 17, paragraph 1 º, article 17 bullet "x" of article 45, Chapters VIII, IX and X, as well as their respective articles 46, 47 and By majority, registered the votes opposed and the abstentions, (as vote map in Annex I), they approved the adoption of the Co-Chairman regime of the Company s Board of Directors. Due to this, article 14, 1st paragraph of the Company s Social Bylaws, changed by deliberation above, Mr. Elio Demier and Mr. Roberto Pedote are, hereby, conduced to the function of Co-Chairmen of the Company and will take office by signing the respective terms contained in 5

6 Company s Fiscal Council Meeting Minutes Book, which should include the statements provided in Article 147 of the Stock Corporations Act, as well of CVM Instruction 367, of May 29, VOTING STATEMENT: In compliance with article 21, paragraph 6, of the CVM Instruction n 480 December 7, 2009, as amended, the voting map in Annex I, which is an integral part of this minutes of meeting, indicates how many approvals, rejections and abstentions each deliberation received, as well as the number of votes given to each candidate in the election to the Fiscal Council. DOCUMENTS SUBMITTED TO THE MEETING: The documents submitted to the Meeting for consideration have been numbered and certified by the chairman and secretary of the Meeting and filed at Company s registered office, and copies thereof have been delivered to shareholders upon request. CLOSING AND SIGNATURES: With no further matters to be discussed, the Chairman adjourned the Meeting, and these minutes have been prepared in summarized form, to be published omitting the signatures of the attending shareholders, as provided in paragraphs 1 and 2 of Article 130 of the Stock Corporations Act, which, after being read and approved, were signed in the proper book by all attending shareholders, by the Chairman of the Meeting, and by the Secretary of the Meeting. SHAREHOLDERS PRESENT: SNOW PETREL S.L.; ANDRES CRISTIAN NACHT; BRANDES INTERNATIONAL SMALL CAP EQUITY FUND; FUNDO DE INVESTIMENTO EM PARTICIPACOES AXXON BRAZIL PRIVATE; JYTTE KJELLERUP NACHT; PEDRO KAJ KJELLERUP NACHT; ANTONIA KJELLERUP NACHT; TOMAS RICHARD NACHT; FRANCISCA KJELLERUP NACHT; OMNIS PORTFOLIO INVESTMENTS ICVC - OMNIS EMERGING MARKET E F; MERCER QIF FUND PLC; FIP AXXON BRAZIL PRIVATE EQUITY FUND II; BRANDES INSTITUTIONAL EQUITY TRUST; M SQUARE BRAZIL VALUE LONG ONLY FUND II LLC; CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; FORD MOTOR COMPANY OF CANADA, L PENSION TRUST; THOMPSON & MURFF INVESTMENTS, L P VERTRA INSTITUCIONAL MASTER FUNDO DE INVESTIMENTO EM ACOES; M SQUARE ACOES CSHG MASTER FIA; NATIONAL W BANK PLC AS T OF J GLOBAL EMERGING MARKETS FD; WASHINGTON STATE INVESTMENT BOARD;FEBE VALOR FUNDO DE INVESTIMENTO EM ACOES; FAMA MASTER FUNDO DE INVESTIMENTO DE ACOES; WEST VIRGINIA INVESTMENT MANAGEMENT BOARD; OSPREY BRAZIL, LLC; CARNEGGIE LLC; THE CHURCH COMMISSIONERS FOR ENGLAND; THE CHASE MANHATTAN BANK AS TRUSTEE OF THE DELTA MASTER TRUST; DIEGO JORGE BUSH; YALE UNIVERSITY; M 6

7 SQUARE ACOES CSHG MASTER; INSTITUCIONAL FIA; CHEVRON MASTER PENSION TRUST; ELIO DEMIER; MBV FUNDO DE INVESTIMENTO EM ACOES IE; USAA EMERGING MARKETS FUND; M SQUARE ALISIO FIA; VERTRA EQT LLC ; CITY OF NEW YORK DEFERRED COMPENSATION PLAN; VERTRA ICATU FUNDO DE INVESTIMENTO EM ACOES PREVIDENCIARIO F; SPDR S&P EMERGING MARKETS SMALL CAP ETF; THE DELTA PILOTS DISABILITY AND SURVIVORSHIP TRUST; HARRY-ANNA INVESTMENTS, INC.; TIMOTHY PLAN EMERGING MARKETS FUND; CIBC LATIN AMERICAN FUND; SERGIO KARIYA; T. ROWE PRICE GLOBAL INDUSTRIALS FUND; CITY OF MILWAUKEE DEFERRED COMPENSATION PLAN; FLORIDA RETIREMENT SYSTEM TRUST FUND; SPDR S&P EMERGING MARKETS ETF; TEACHER RETIREMENT SYSTEM OF TEXAS; BRANDES INVESTMENT PARTNERS, LP 401(K) PLAN; BRANDES CANADA EMERGING MARKETS EQUITY UNIT TRUST; THE BOARD OF.A.C.E.R.S.LOS ANGELES, CALIFORNIA; OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM; UTAH STATE RETIREMENT SYSTEMS. I certify that these minutes are a true copy of the minutes registered in the proper book. Rio de Janeiro, April 26, Andres Cristian Nacht Chairman Rafael Machado de Conceição Secretary 7

8 MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. CNPJ/MF nº / NIRE Publicly-held Corporation ORDINARY AND EXTRAORDINARY GENERAL MEETING HELD ON APRIL 26, 2018 ANNEX I CONSOLIDATED SUMMARY VOTING STATEMENT The voting statement below summarizes the votes delivered by shareholders of MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. ("Mills" or the "Company") present in the Ordinary and Extraordinary General meeting ("AEGMS") held on 26 April 2018, at 11:00 hours, at the Company's headquarters. AGENDA: I. At Ordinary Shareholder s Meeting: 1. Take the accounts of management, examine, discuss and vote on the Management Report and the Financial Statements for the fiscal year ended December 31, 2017, accompanied by the opinion of the independent auditors and by the opinion of the Fiscal Council; 2. Establish the number of members to compose the Board of Directors of the Company, as well as electing its members; 3. Elect the members of the Fiscal Council of the Company; and 4. Settle the compensation of the management of the Company for the fiscal year II. At Extraordinary Shareholder s Meeting: 1. Deliberate on the amendment of the articles of the Company s Bylaws, as provided for in the Management Proposal; and 2. Deliberate about the Co-Chairman regime of the Board of Directors. 8

9 Resolution Code Consolidated summary voting statement Resolution Detail Vote Amount of shares Ordinary Shareholder s Meeting % total votes 1 Take the accounts of management, examine, discuss and vote on the Management Report and the Financial Statements for the fiscal year ended December 31, 2017, accompanied by the opinion of the independent auditors and by the opinion of the Fiscal Council. Approve 105,055, % Abstain 14,013, % Reject - 0.0% 2 3 Establish the number 5 (five) members to compose the Board of Directors of the Company, based on the limits provided for in the bylaws. Do you wish to request the adoption of multiple vote procedure for the election of the Board of Directors, under the terms of article 141 of Law nº6.404 of 1976? Approve 119,069, % Abstain - 0.0% Reject - 0.0% Approve 8,533, % Abstain 10,423, % Reject 100,111, % 4 Approve 119,069, % 9

10 Appointment of all the members that compose the group Board of Directors Visualize all the candidates that make up the group to the% (percent) of the votes to be assigned Do you wish to request the election of the Board of Directors separately, as indicated in articles 161, 4 and 240 of Law nº of 1976? Appointment of all the members that compose the group Fiscal Council Abstain - 0.0% Reject - 0.0% ROBERTO PEDOTE (INDEPENDENT) 20,845, % ELIO DEMIER (EFFECTIVE) 20,845, % FRANCISCA KJELLERUP NACHT (EFFECTIVE) FABIO BRUGGIONI (INDEPENDENT) EDUARDO LUIZ WURZMANN (INDEPENDENT) 20,845, % 20,845, % 24,157, % Approve - 0.0% Abstain 33,093, % Reject 88,976, % Approve 112,154, % Abstain 6,915, % Reject - 0.0% 10

11 13 14 Do you wish to request the election of the Fiscal Council, as indicated in articles 161, 4 and 240 of Law nº of 1976? Settle the compensation of the management of the Company for the fiscal year Approve - 0.0% Abstain 31,914, % Reject 87,155, % Approve 119,024, % Abstain - 0.0% Reject 45, % Extraordinary Shareholder s Meeting 1 2 Deliberate on the amendment of the following articles of the Company s Bylaws, as provided for in the Management Proposal: Approve the Co-chairman regime of the Board of Directors. Approve 116,985, % Abstain 901, % Reject - 0.0% Approve 110,971, % Abstain 6,915, % Reject - 0.0% For purpose of deliberations, the Treasury shares were not considered. Only the number of shares owned by shareholders who attended the meeting were considered, being present, yet, the shareholders who voted remotely, in the form of art. 21-V of CVM Instruction

12 MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. CNPJ/MF nº / NIRE Publicly-held Corporation ORDINARY AND EXTRAORDINARY GENERAL MEETING HELD ON APRIL 26, 2018 ANNEX II CHANGED AND CONSOLIDATED COMPANY S SOCIAL BYLAWS BY-LAWS OF MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. CNPJ: / NIRE: A PUBLICLY HELD COMPANY CHAPTER ONE NAME, PURPOSE, HEADQUARTERS AND DURATION 1st Article The Company is named MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A. and shall be governed by these By-Laws, by Law of December 15, 1976, as amended (the Brazilian Corporations Law ), by the standards of the Brazilian Securities Commission (the Comissão de Valores Mobiliários, or the CVM ) and other applicable legal provisions and by the Regulamento do Novo Mercado of B3 S.A. Brasil, Bolsa, Balcão ( Novo Mercado Rules, Novo Mercado and B3 respectively), to which the Company, its shareholders, including stockholders Controllers, managers and members of the Fiscal Council are subject, when installed. Sole Paragraph The provisions of the Novo Mercado Rules shall prevail over the provisions of the by-laws, if the rights of the offerees of the public offers provided for in these By-Laws are prejudiced. 2nd Article The Company s purpose is: (a) to lease, commercially intermediate and sell, with assembly or not, goods of its own manufacture or as acquired from third parties, including molds, shoring, scaffolding, pressurized dwellings, floors, structures and similar equipment, made out of steel, aluminum, metal, plastic and wood, as well as their related parts, components, accessories and raw materials, (b) to lease, with or without operators, commercially intermediate and sell aerial work platforms and telescopic handlers, to train personnel to operate the equipment, maintain and provide technical assistance on its own equipment or that of third parties, (c) to import and export the above-described goods, including their 12

13 parts, components and raw materials, (d) to provide painting, sandblasting, thermal insulation, surface treatment, passive protection against fire, cargo handling, coppersmithing, refractory, inspection and nondestructive testing, including, among other equipment, the access by rope used by industrial scalers, as well as the other services inherent to such activities, as well as manufacturing, assembly and commercialization of its own products for such activities; (e) consulting and sales of engineering projects; (f) to construct structured tent roofing enclosed by plastic or similar tarpaulin, (g) to provide low-voltage electrical installations, and (h) to participate as a stockholder or quotaholder in other companies or corporations. 3rd Article The Company is headquartered at Estrada do Guerenguê 1.381, Taquara, Jacarepaguá, zip code , in the City of Rio de Janeiro, State of Rio de Janeiro. Sole Paragraph The Company may establish agencies or branches in Brazil and abroad, at the discretion of the Shareholders Meeting, the Board of Directors or the Executive Board. 4th Article The duration of the Company is indefinite. CHAPTER II CAPITAL STOCK 5th Article The capital, fully subscribed and paid, is R$ ,91 (six hundred and eighty-eight million, three hundred and eighteen thousand, four hundred and sixty-two reais and ninety-one centavos), represented by (one hundred and seventy-five million, five hundred and eighty-six thousand, four hundred and forty-two) common, nominative, inscribed and without par value shares. Paragraph 1 A subscriber that fails to pay up the shares subscribed by it, 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 Articles 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, plus interest of 12% (twelve percent) per year and a monetary adjustment of the variation of General Market Price Index, as disclosed by the Fundação Getulio Vargas. Paragraph 2 The Board of Directors is empowered to increase the capital stock up to a limit of 200,000,000 (two hundred million) shares, without need of amending the By-Laws or approval by the shareholders, as well as to establish the terms, conditions, issue price and form of paying in new shares to be issued pursuant to this paragraph. Paragraph 3 Within the limit of the authorized capital, the Board of Directors may resolve to issue subscription warrants. 13

14 Paragraph 4 Under Article 168, Paragraph 3, of the Brazilian Corporations Law, the Company s Board of Directors may grant options to purchase or subscribe shares, in accordance with the stock option programs approved at Shareholders Meetings, to its managers and employees, as well as to the managers and employees of other companies that are directly or indirectly controlled by the Company, without preemptive rights for shareholders upon the grant or exercise of the options, subject to the remaining balance of the authorized capital on the date of the grant of such options to purchase or subscribe shares. 6th Article Each common share shall correspond to the right to one vote on shareholder resolutions. Sole Paragraph The Company shall not issue preferred shares and founders shares (beneficiary parties). 7th Article All the shares of the Company shall be book-entry and deposited with a financial institution authorized by the CVM in a deposit account in the names of their owners. Sole Paragraph The cost of transfer and registration, as well as the cost of service relating to the shares in custody may be collected by the depositary institution directly from the shareholder, as may be established in the custodial agreement. 8th Article In accordance with Article 172 of the Brazilian Corporations Law, the Board of Directors, at its discretion, may foreclose or diminish the preemptive right in the issuance of shares, convertible debentures and subscription warrants whose placement is conducted through sales over a stock exchange or by public subscription, or even through an exchange of shares, in a public tender offer for control, as provided by law, within the limit of the authorized capital. CHAPTER III SHAREHOLDERS MEETING 9th Article The Shareholders Meeting shall, ordinarily, be held within the first four months of each year, for the purposes provided for in law, and extraordinarily, whenever the corporate interests requires. 10th Article The Shareholders Meeting, called in accordance with the law, shall be presided (i) over by the Chairman of the Board of Directors of the Company (or in his absence, the Vice-Chairman of the Board of Directors) or (ii) in the case of the adoption of a Co-Presidency regime, pursuant to Article 14, paragraph 1, by one of its Co-Presidents; which shall choose, from among those present, one or more secretaries. Paragraph 1 The Shareholders Meeting shall annually determine the aggregate compensation of members of the Board of Directors and the Executive Board, wherein the total remuneration shall be distributed by the Board of Directors among its members and the members of the Executive Board. 14

15 Paragraph 2 In the fiscal year in which the mandatory dividend, set out in Article 31, is distributed to shareholders, a global percentage of up to 10% (ten percent) of net income may be paid to the Board of Directors and Executive Board, which will be shared among its members by resolution of the Board of Directors, provided that the legal limitation is complied with and it is approved at the Shareholders Meeting. 11th Article Shareholders may be represented at the Company s Shareholders Meetings by a proxy appointed less than 1 (one) year prior, who shall be a shareholder or manager of the Company, attorney or financial institution. The supporting document evidencing his commission shall be filed at the Company s headquarters within the maximum period of 48 (forty eight) hours before the date scheduled for each Shareholders Meeting. 12th Article Without prejudice to the other matters provided by law, the Shareholders Meeting shall have exclusive powers to: (a) take the accounts of the managers, examine, discuss and vote on the Company s financial statements; (b) (c) (d) (e) make amendments to these By-Laws; determine stock bonus and decide on any reverse splits and splits of shares; elect and dismiss members of the Board of Directors; elect and dismiss members of the Fiscal Council, if installed; (f) institute stock option plan for managers and employees of the Company and its subsidiaries; (g) resolve on the cancellation of registration as a publicly held company before the CVM; (h) resolve, pursuant to Chapter VII hereof, on delisting from the Novo Mercado; and (i) Select the specialized company responsible for elaborating an appraisal report on the Company and its shares, from among a list of three companies indicated by the Board of Directors, for the purpose of determining of the Economic Value to be considered within the scope of the IPO provided for in Article 34. (j) To define the regime of Chairman or Co-Chairman of the Company's Board of Directors. CHAPTER IV MANAGEMENT OF THE COMPANY 15

16 13th Article The Company s management shall be exercised by the Board of Directors and the Executive Board, as provided by law and the dispositions hereof, subject to the provisions of the shareholders agreements duly filed at the Company s headquarters and the standards contained in applicable regulation, including as regards the Novo Mercado Rules. Paragraph 1 The functions of members of the Board of Directors and Executive Board may be exercised cumulatively, as provided by law, subject to the limit mentioned in Paragraph 1 of Article 143 of the Brazilian Corporations Law. Paragraph 2 The Company and its managers should, at least once a year, hold a public meeting with analysts and other interested parties to disclose information regarding the Company s economic and financial situation, projects and prospects. Paragraph 3 The Company and its administrators must conduct, in person or by means of teleconference, videoconference or any other means that allows the interested parties to participate at a distance of up to five (5) business days after the disclosure of quarterly results or financial statements, presentation of the information disclosed. Paragraph 4 - The managers are not required to give bond or any other security for exercising their office. 14th Article The Board of Office shall be composed of a minimum number of five (5) and a maximum number of eleven (11) effective members, shareholders or not, eligible by Shareholders' meeting, with unified two (2) years of term of office, and shall be reelected. Paragraph 1 The Board of Directors shall have a Chairman and a Vice-Chairman or two Vice-Chairmen (if the Shareholder s Meeting chooses the Co-Presidency Regime), to be elected from among its members by the Shareholders Meeting. In case of adoption of the Co-Presidency regime in the course of a term of office, the Chairman and Vice-Chairman shall be automatically led as Co-Chairmen. Paragraph 2 The members of the Board of Directors, at least, 2 (two) or 20% (twenty percent), whatever is greater, shall be Independent Board Members, according to definition of the Novo Mercado Regulation, and the characterization of those appointed to the Board of Directors as Independent Board Members should be deliberated in the Shareholders Meeting that elects them, and the qualification as Independent Board Member shall be expressly declared in the minutes of said General Meeting. When, as a result of the calculation of said percentage, the result to generate a fractional number of advisers, rounding to the whole number immediately above. Paragraph 3 The investiture of the Directors is conditioned on the signature of an instrument of investiture drawn up in the Book of Minutes of Meetings of the Board of Directors which shall contemplate its subjection to the arbitration clause referred to in Article 41, as well as compliance with applicable legal requirements. 16

17 The members of the Board of Directors shall remain in their positions and in the exercise of their functions until their substitutes are elected, unless otherwise resolved by the Shareholders' General Meeting. Paragraph 4 The investiture of Board Members shall be made by an instrument drawn up in the Book of Minutes of the Meeting of the Board of Directors along with the signature of the respective Terms of Consent of the Managers alluded to in the Novo Mercado Rules, and in compliance with the applicable legal requirements. The Board Members shall remain in office and perform their duties until their replacements are elected, except as otherwise resolved at a Shareholders Meeting. 15th Article The Board of Directors shall meet, ordinarily, at least 6 (six) times a year and, extraordinarily, whenever the corporate interests so require, with the presence of at least half of its members, whenever called by its Chairman, or, in case of adoption of a Co-Presidency regime, by any of its Co-Chairmen, or, in they absence or incapacity, by any 2 (two) Board Members. Paragraph 1 Meetings of the Board of Directors shall be chaired by the Chairman or, in his absence or incapacity, the Vice-Chairman, or, in in the absence of both, by a Director appointed by the majority of the Directors attending the meeting. In case of adoption of a Co-Presidency regime, pursuant to Article 14, paragraph 1, the meetings will be chaired by one of its Co-Chairmen, in the form of the internal rules of the Administration Committee, or, in the absence or incapacity by the Board Member appointed by the majority of Board Members present at the meeting. Paragraph 2 The call notice for Board of Directors meetings may also be made by letter with notice of receipt, or by fax, (e- mail) or by any other means, electronic or not, that allows the proof of receipt of the summons by the recipient, always obeying the minimum term of five (5) calendar days in advance. The meeting will be considered regular, even in cases where notice of convocation and / or agenda have not been previously provided in accordance with the caput, if all the directors are present. The call notice shall be accompanied by all documents and supporting materials necessary for Board Members to properly form their opinion on the matters to be discussed at the meeting in question. In exceptional cases, when the corporate interest so requires, call notices for Board of Directors meetings or their supporting materials may be sent to the Board Members with less time than stipulated above. Such notices or materials, however, shall be sent to the Board Members as soon as possible within a reasonable time for the Board Members to properly form their opinion on the subject in question, stating also the reason for the urgency. Paragraph 3 The Board meetings shall be installed with the presence of at least the majority of its members. The Board Members may attend meetings via conference call, video conference or by any other means of communication that permits the identification of Board Members and communication with all other 17

18 persons attending the meeting, In this case, the Board Members will be considered presente at the metting and must send their vote telegram, facsimile, electronic mailing ( ) or any other written form, to the secretary of the meeting soon after the meeting ends. Once the statement is received, the secretary of the meeting shall be vested with full powers to sign the minutes of the meeting on behalf of the Board Members. In addition, a Director who sends his vote in writing to the Chairman of the Board prior to the start of the meeting shall be considered present at a given Board of Directors meeting. Paragraph 4 The minutes of the Board of Directors meetings shall be drawn up in the minutes book, and its decisions shall pass by majority vote of those present, it shall be incumbent upon the Chairman (or Co-Chairman of the Board of Directors who is not chairing the meeting) the quality vote for deliberation tiebreaker. 16th Article 17. Artigo 16 The Board of Directors may create Committees with specific purposes, to approve its internal regulations, defining their duties, choosing their members and delegating specific responsibilities to them. 17th Article The Board of Directors has the duties and powers vested in it by law to ensure the smooth operation of the Company, and it is within its exclusive competence to consider and resolve on the following matters: (a) To establish the general orientation of the business of the Company; (b) To approve annual and multi-annual budgets, strategic plans, expansion projects and investment programs of the Company, as well as to monitor their implementation; (c) To appraise the Management s Report and the Executive Board s accounts and resolve on their submission to the Shareholders Meeting; (d) To appraise the quarterly results of the Company s operations; (e) To approve the Company s Internal Rules, if deemed convenient, which shall provide for the administrative and functional structure; (f) To appoint and dismiss Officers, as well as define their competence and oversee their management; (g) To distribute among the managers the global remuneration established at the Shareholders Meeting; (h) To empower the Executive Board and, in such cases as it may define, require the prior authorization of the Board of Directors as a condition for the validity of the act, to (i) contract obligations and make investments and divestitures, (ii) waive rights, compromise and discharge, (iii) provide guarantees, and (iv) acquire, alienate or encumber fixed assets; 18

19 (i) To manifest itself on consolidations, spin-offs, and merger transactions to which the company is a party, as well as its participation in other companies, through investment or acquisition; (j) To approve sale, acquisition, lease, transfer, encumbrance, or other form of disposition of any assets or businesses or the realization of new investments by the Company, whose value, individually or in a series of related transactions, exceeds the aggregate value of R$10,000, (ten million reais). (k) To resolve on any restatements, amendments, or additions to shareholders agreements and consortia contracts in which the Company participates, as well as to enter into new agreements and/or consortia contracts that address such subjects; (l) To resolve on the issuance of the Company s shares within the limit of the authorized capital, as provided for by Paragraph 2 of Article 5 of these By-Laws; (m) To resolve on the foreclosure or limitation of the preemptive rights of shareholders in capital increases through sales over a stock exchange or by public subscription, or by exchanging shares in a public tender offer for control, as provided by law, within the authorized capital limit under Article 8 hereof; (n) To decide on the issuance of subscription warrants, as provided in Paragraph 3 of Article 5 hereof, including the foreclosure or limitation of the preemptive rights of shareholders, pursuant to Article 8 hereof; (o) To resolve on the purchase of shares of the Company itself for treasury and/or subsequent cancellation or sale; (p) To resolve on granting options to purchase or subscribe shares to managers or employees of the Company or controlled companies, in accordance with plans approved by a shareholders meeting, pursuant to Paragraph 4 of Article 5 hereof; (q) To resolve on the issuance of non-convertible debentures, as well as with respect to (i) the matters provided for in Article 59, paragraph 1 of the Brazilian Corporations Law that have been delegated by the Shareholders Meeting; and (ii) promissory notes and other debt securities not convertible into shares, for public or private distribution, establishing all their terms and conditions; (r) To convene shareholders meetings, manifesting itself in advance regarding any topics on the agenda; (s) To decide, ad referendum of the Shareholders Meeting, on the payment of dividends and interest on the shareholders equity, including interim dividends on account of existing accrued profits or profit reserves; (t) To elect and dismiss independent auditors; (u) Prepare and disseminate an opinion based on any Initial Public Offering (IPO). 19

20 (v) Define a triple list of companies specializing in the economic evaluation of companies for the preparation of an appraisal report of the Company and its actions exclusively for the purpose of determining the Economic Value to be considered within the scope of the Initial Public Offering provided for in Article 34; (w) To authorize the negotiation, execution or amendment of contracts of any kind or value between the Company and its shareholders, directly or through intermediary companies; (x) Approve (i) Risk Management Policy; (ii) Related Party Transactions Policy; (iii) Securities Trading Policy; (iv) Code of Conduct; and (v) Policy for Disclosure of Relevant Act or Fact; (y) Periodically evaluate the Company's exposure to risks and the effectiveness of risk management systems, internal controls and the integrity/compliance system; and (z) Review the corporate governance system annually in order to improve it. 18th Article The Company shall have an Executive Board consisting of 4 (four) to 11 (eleven) members, including 1 (one) Chief Executive Officer and 1 (one) Chief Financial Officer, and other Officers with no specific designation, and whose duties shall be defined by the Board of Directors. One member of the Executive Board shall act as Investor Relations Officer, pursuant to CVM regulations and subject to the powers set forth in Article 22. The Executive Board Members may be shareholders or others, resident in the country, elected and dismissed by the Board of Directors at any time. Paragraph 1 The Officers term of office is 1 (one) year and may be renewed. When their commissions expire, Officers shall exercise their duties until the appointment and investiture of their successors. Paragraph 2 The possession of the Officers is conditioned to the signature of term of possession drawn up in the Book of Minutes of the Executive Board, which shall contemplate its subjection to the arbitration clause referred to in Article 41, and in compliance with the applicable legal requirements. 19th Article The Executive Board is empowered to: (a) comply with, and cause to be complied with, the Company s general business orientation as established by the Board of Directors; (b) annually prepare and propose the strategic plan, expansion program, investment plans and the annual budget of the Company and, when needed, the multi annual budget, and their revisions, to the Board of Directors; (c) submit to the Board of Directors all matters for resolution which exceed its limit of authority; 20

21 (d) prepare, each fiscal year, the Annual Report of the Management and the Financial Statements to be submitted to the Board of Directors and, subsequently, to the Shareholders Meeting; (e) develop and propose policies on corporate social responsibility, such as environment, health, safety and corporate social responsibility to the Board of Directors and implement the approved policies; (f) establish and report to the Board of Directors, within such limits as it may define, the responsibility of each member of the Executive Board to contract obligations, realize investments and divestitures, provide guarantees, acquisitions, alienations and encumbrances of assets, whether pertaining to fixed assets or not, waive rights, conduct transactions and grant discharges, and authorize the execution of each of these actions when they exceed the scope of individual Officers; (g) establish, from the scope of authority established by the Board of Directors for the Executive Board, the limits of responsibility throughout the administrative hierarchy of the Company s administrative organization. (h) authorize the opening and closing of branches, agencies, warehouses, representative offices or any other establishment in Brazil and abroad. 20th Article - The specific powers below shall be vested in the Chief Executive Officer, without prejudice to others assigned by the Board of Directors or these By-Laws: (a) To convene and chair meetings of the Executive Board; (b) To maintain permanent coordination between the Executive Board and the Board of Directors; and (c) To comply with and enforce, within his authority, these By-Laws and the resolutions of the Executive Board, the Board of Directors and the Shareholders Meetings. 21st Article Regardless of the opinion of the Board of Directors, the Chief Executive Officer, in case of incapacity or absence, shall appoint one of the other Officers to replace him. Sole Paragraph A single person may not act both as the Company s Chief Executive Officer or principal executive and as Chairman or Vice Chairman of the Company s Board of Directors, as the case may be, excepted when the Chief Executive Officer post is vacant, in which cases the functions of Chief Executive Officer and Chairman or Co-Chairman of the Board may be exercised accumulated by one person, and the Company must: (i) disclose the accumulation of positions as a result of the vacancy up to the next day following the occurrence; (ii) disclose, 21

22 of 60 (sixty) days, counted from the vacancy, the measures taken to cease the accumulation of charges; and (iii) cease accumulation within one (1) year. 22nd Article In addition to other powers that have been assigned to the Investor Relations Officer by the Board of Directors, the Investor Relations Officer shall provide information to investors, the CVM and the stock exchange or Over-thecounter market where the Company s securities are traded, and keep the registration of the Company up-to-date in accordance with the applicable rules of the CVM. 23rd Article Each Officer shall be entitled to one vote at Executive Board meetings. Decisions shall pass by a simple majority of votes. The Chief Executive Officer shall have the tie-breaking vote in cases of ties and, further, the right to veto to any resolution passed at meetings of the Executive Board. 24th Article Except for the cases specified in paragraphs in this Article, the Company is validly bound whenever it is represented by: (a) Two officers, jointly; (b) One Officer jointly with a procurator of the Company, within the limits of the powers granted; (c) Only one Officer or one procurator, with specific powers, when it comes to representing it (a) in court, (b) before direct and indirect federal, state and municipal agencies, (c) when the act to be done is part of the normal course of business of a division or department of the Company, provided that such act is performed by the officer responsible for that division or department or by proxy appointed by such Officer, or (d) in emergency situations, to safeguard the interests of the Company; and (d) Two procurators with specific powers, within the limits of the powers granted. Sole Paragraph Subject to the provisions of this article, the Board of Directors may establish powers or specific rules for representing the Company, based on the amounts of obligations contracted, the nature of the acts to be performed or other criteria that meet the corporate interest. 25th Article Acts undertaken by Officers or any of the procurators, agents or employees of the Company, which involve the Company in obligations relating to business or transactions beyond the Company s corporate purposes, such as sureties, endorsements or any other guarantees in favor of third parties, are expressly prohibited, and are null and void with respect to the Company. 26th Article Every power of attorney granted by the Company, besides specifying the powers conferred, shall be signed by two Officers and, except those for judicial purposes or for representation in administrative proceedings, shall set forth the period of validity. 22

23 27th Article The technical supervision of assembly work will be done by a specialized professional or professionals, registered with the Regional Council of Engineering, Architecture, Agronomy, who, within their technical responsibilities, shall enjoy full autonomy, with no subordination of any kind to officers who are not engineers. CHAPTER V FISCAL COUNCIL 28th Article The Fiscal Council shall operate permanently, installing only in the cases provided for by law or regulation issued by the CVM, shall be composed of three sitting members and an equal number of Alternates, whether shareholders or not, resident in Brazil and elected at a Shareholders Meeting, which shall determine their compensation. Paragraph 1 The Fiscal Council s members shall have roles and duties conferred by law and shall be substituted, in their incapacities, absences or vacancies, by their Alternates. Paragraph 2 The Fiscal Council s members and their alternates shall hold office as of the installation of the body until the first Shareholders Meeting held after their election. Paragraph 3 The President of the Fiscal Council shall be chosen at a Shareholders Meeting which decide on the installation of the body. Paragraph 4 The investiture of the members of the Fiscal Council, effective and alternate, shall be conditioned on signature of the instrument of investiture, which shall contemplate its subjection to the arbitration clause referred to in Article 41, and in compliance with the applicable legal requirements. Paragraph 5 The call notice for Fiscal Council meetings can be made by letter with acknowledgment of receipt, fax, electronic mailing ( ), or by any other means, electronic or not, that allows the proof of receipt of the summons by the recipient, always obeying the minimum period of 5 (five) calendar days in advance. The call notice shall be accompanied by all documents and supporting materials necessary for councilors to properly form their opinion on the matters to be discussed at the meeting in question. In exceptional cases, when the corporate interest so requires, call notices for Fiscal Council meetings or their supporting materials may be sent to the Council members with less time than stipulated above. Such notices or materials, however, shall be sent to the Councilors as soon as possible within a reasonable time for the Councilors to properly form their opinion on the subject in question, stating also the reason for the urgency. Paragraph 6 The meeting shall be considered valid, even in cases where the call notice and/or the agenda have not been provided in advance in accordance with Paragraph 5 above, if all the councilors are present. 23