Disclosure of documents required pursuant to Article 11 of CVM Instruction 481 of December 17, 2009

Transcription

1 JULIO SIMÕES LOGÍSTICA S.A. Publicly-Held Company Corporate Taxpayer s ID (CNPJ/MF): / Company Registry ID (NIRE): Avenida Angélica, 2346, 16º andar, conjunto 161, parte B Zip Code (CEP) / São Paulo / SP Disclosure of documents required pursuant to Article 11 of CVM Instruction 481 of December 17, 2009 December 10, 2010

2 1. Report detailing the origin and justification of the proposed amendments and analyzing their legal and economic effects: 1.1. Change in the Company s corporate name: Julio Simões Logística S.A., which had been operating under the brands Julio Simões, Lubiani and Grande ABC, the two latter originating from the acquisitions of Lubiani Transportes Ltda. in June 2007 and Transportadora Grande ABC Ltda. in May 2008, will henceforth operate under one single brand, JSL, and, in an effort to preserve the identity traits built over the last years and strengthen its values, the Company will adopt the corporate name JSL S.A., exemplifying the continuing professionalization of its management and its drive towards integration, perpetuity and sustainability, while still preserving its values and the features of its identity. The management also understands that there will be no legal effects for the Company or its shareholders as a result of the corporate name change, other than the need to update the Company s registration information at the state authorities. Likewise, in regard to the consolidation of the Company s main brand and the strengthening of its values, the management does not foresee any economic consequences directly related to the change proposed herein. The management wishes to clarify that the name proposed also depends on the approval of the Commercial Registry of the State of São Paulo Amendment to Article 3 of the Company s Bylaws to specify certain types of cargo in its object, in compliance with the requirements of the regulatory authorities. The Company s management proposes to amend the wording of Article 3 of the Bylaws to clarify that the cargo transportation activity conducted by the Company may include, without limitation, the transportation of hygiene and health products, cosmetics, perfumes, medicines, pharmaceutical and/or pharmachemical inputs, including those subject to special control, household cleaners, biological material and food in general and the collection and transport of hazardous and nonhazardous materials, including, but not limited to, biological and industrial waste. The proposed amendment results from the requirement's established by: (i) the Brazilian Health Surveillance Agency (ANVISA), according to which the granting of authorization for the transportation of cargo subject to this agency s control will depend on the amendment of the Company s Bylaws to specify, in its purpose, certain types of cargo that may be transported, and (ii) the National Land Transportation Agency (ANTT), in conjunction with the rules of the Brazilian Association of Technical Norms (ABNT). In view of the rules issued by said regulatory authorities, the Company's corporate purpose had to be amended, even though the Bylaws already provide for the transportation of cargo in general and the Company's corporate purpose already contemplated the collection and transport of industrial waste, which encompasses certain hazardous and nonhazardous products. Thus, the amendment proposed herein allows the Company to comply with the aforementioned regulatory requirement.

3 Note that the proposed amendment will not substantially change the Company s current object, but will only specify that the general transportation services already provided by the Company include, without limitation, the transportation of certain products subject to ANVISA s control (such as pharmaceutical, hygiene and similar products) and the collection and transport of hazardous and nonhazardous material. Therefore, the Company s management understands that the approval of this proposal will not entail a change in the Company's object, and, consequently, will not confer on dissenting shareholders the right to withdraw set forth in Article 137 of Law 6,404/76. In view of the aforementioned, the Company's management understands that there will not be any legal effects resulting from the approval of the proposal referred to in item 1.2., other than the granting of the authorizations required for the transportation of specific cargo, as mentioned above. Likewise, the Company's management foresees that the only economic effect resulting from said approval will be the increase in the scope of the Company s operations, and, consequently, more possibilities for attracting customers Amendment to Article 10 of the Company's Bylaws to: (i) exclude the mention of the Vice-Chairman of the Board to preside over general meetings in the absence of the Chairman of the Board; (ii) allow general meetings to be presided over by a member of the Board of Directors or by an Executive Officer, appointed by the Chairman of the Board of Directors, should the latter be absent from the meeting; and (iii) exclude from the Bylaws the reference to the selection of the general meeting s secretary. According to the new wording of Article 10, should it be approved, the general shareholders meeting may be presided over by a member of the Board of Directors or by an Executive Officer, appointed by the Chairman of the Board of Directors, should the latter be absent from the meeting, and exclude the reference to the selection of a shareholder among those present to act as the general meeting s secretary, in order to make this process more flexible; this is the amendment s only legal effect. There are no economic effects resulting from the approval of this resolution Amendment to Article 27 of the Company s Bylaws in order to make its form of representation more flexible. Likewise, should it be approved, the new wording of Article 27 will make administrative decision making more agile, as other executive officers and/or attorneys-in-fact, besides the Chief Executive Officer, will be able to represent the Company at any time; this is the amendment s only legal effect. There are no economic effects resulting from the approval of this resolution. ***

4 2. Copy of the Bylaws highlighting the proposed amendments. JSLULIO SIMÕES LOGÍSTICA S.A. BYLAWS CHAPTER I NAME, HEADQUARTERS, OBJECT AND TERM Article 1 JSLULIO SIMÕES LOGÍSTICA S.A. ( Company ) is a business corporation to be governed by these Bylaws, by the applicable legislation and the Regulation of Listing at the New Market ( New Market Regulation ) of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros ( BM&FBOVESPA ). Article 2 Company has its headquarters and forum located in the City of São Paulo, State of São Paulo, at Avenida Angélica, 2346, parte B do escritório nº 161, 16º andar, Edifício New England, Consolação, CEP Sole Paragraph Company may, by resolution of the Executive Board of Directors, open and close branches, agencies, warehouses, offices and any other establishments, in the country or abroad, observed the provisions of these Bylaws. Article 3 Company has as object (i) the exploitation of the following services: road transportation of cargo, including, but not limited to, hygiene and health products, cosmetics, perfumes, medicines, pharmaceutical and/or pharmachemical inputs, including those subject to special control, household cleaners, biological material and food in general and collective of passengers, at the Municipal, State, Federal and International scopes; storage of cargos; exploitation of customs clearances and public customs warehouse; provision of specialized convoy services to its own vehicles and to vehicles of third parties used at the transport of indivisible and exceeding cargos with respect to weight or size and others that due to its risk depend on authorization and convoy in transport; port operations in compliance with law 8.630/93; storage of cargos for export; freight and surface touristic transport; logistics; operation of bus terminals; operation and maintenance of parking lot for vehicles; operation and maintenance of landfills and trash and residues in general incineration; collection and transport of home, and commercial waste and hazardous and non-hazardous materials, including, but not limited to, biological and or industrial trashwaste; public cleaning of streets, public routes and real estate in general, public or private (lands, buildings, etc., including sweeping, manual, mechanic and chemical weeding, graze, pruning and removal of trees, execution and preservation of green areas, cleaning and maintenance of sewer, runlets, rivers and channels); provision of mechanic and/or manual services, of agropecuary and forest nature in rural real estates; operation e exploitation of tool booths in highways; preservation, maintenance and implementation of highways; civil works in general; water supply and basic sanitation (collection and treatment of sewers and industrial effluents); measurement and collection off water supply, collection and treatment of sewer services carried out by third parties; as well as (ii) lease of vehicles, machines and equipments of any nature; (iii) the marketing of plastic containers, plastic trash cans; marketing (purchase and sale) of light and heavy vehicles, new and used machines and equipments in general; provision of fleet administration, management and maintenance services (preventive and corrective); business intermediation, contracts and chattel, and may, further; (iv) participate in other companies, as partner or shareholder. It is expressly established that the storage activity of cargos set forth at the corporate object, shall not be performed by the SERRA branch State of Espírito Santo, located at Av. Carapebus, nº 129 sala 01, Bairro Jardim Limoeiro CEP , enrolled with the CNPJ [Corporate Taxpayer's Registry] /

5 Article 4 The term of the Company is undetermined. CHAPTER II CAPITAL STOCK, SHARES AND SHAREHOLDERS Article 5 The capital stock of the Company, totally subscribed and paid-in, is of is six hundred and seventeen million, fifty-four thousand, six hundred and twenty-seven Reais (R$ 617,054,627.00), divided in a hundred and ninety-eight million, eight hundred and eighty-nine thousand, six hundred and fifty-six (198,889,656)ordinary, nominative shares without face value. Paragraph 1 The capital stock of the Company shall be represented, exclusively, by nominative ordinary shares. Paragraph 2 Each nominative ordinary share gives right to one vote at the resolutions of the General Meetings of the Company. Paragraph 3 All shares of the Company are book entry shares and shall be kept in a deposit account, on the name of their holders, in a financial institution authorized by the Securities and Exchange Commission ( SEC ) with whom the Company keeps a custody agreement in force, without the issuance of certificates. The depositary institution may charge from the shareholders the cost of the service of transfer and registry off ownership of the book entry shares, as well as the cost of the services related to the shares under custody, observed the maximum limits established by SEC. Paragraph 4 It is prohibited the issuance by the Company of preferred shares or beneficiaries. Paragraph 5 The shares are indivisible with respect to the Company. When a share belongs to more than one person, the rights entitled to it shall be exercised by the representative of the co-owner. Paragraph 6 By resolution of the Board of Directors, the shares comprising the capital stock of the Company may be grouped or split. Article 6 Company is authorized to increase the capital stock up to the limit of Two billion reais (R$2,000,000,000.00), excluding the shares already issued, regardless of statutory reform. Paragraph 1 The increase of the capital stock shall be carried out by means of resolution from the Board of Directors, who shall be responsible for establishing the issuance conditions, including price, term and form of payment. In the event of subscription with payment in assets, the competence to the capital increase shall be of the General Meeting, heard the Tax Committee, if installed. Paragraph 2 Within the limit of the authorized capital, Company may issue ordinary shares and subscription bonus. Article 7 Company may issue shares, debentures convertible into shares and subscription bonus with exclusion of the preemptive right of the former shareholders, or with reduction of the term of exercise, at the time the placement is made pursuant to the sale in stock exchange or by public subscription, or further by means of exchange of shares, in public offer of acquisition of control, under the terms of article 172 of law 6.404, as of December 15, 1976, as amended ( Business Corporation Law ). Article 8 Company may, by resolution of the Board of Directors, acquire their own shares for permanence in treasury and subsequent disposal or cancellation, up to the amount of the

6 balance of profit and reserves, except the legal reserve, without decrease of the capital stock, observed the legal and regulatory provisions applicable. Article 9 Company may, by resolution of the Board of Directors and according to the plan approved by the General Meeting, grant option of purchase or subscription of shares, without preemptive right to the shareholders, on behalf of its administrators, employees or natural people providing services to the Company, and this option may be extended to the administrators or employees of the companies controlled by the Company, direct or indirectly. CHAPTER III GENERAL MEETING Article 10 The General Meeting shall meet, ordinarily, within the four (04) months following the end of each fiscal year and, extraordinarily, whenever the corporate interests so require, observed in the call, installation and resolution the legal provisions applicable and the provisions of these Bylaws. Sole Paragraph The General Meetings shall be called with, at least, fifteen (15) calendar days in advance, and presided by the Chairman of the Board of Directors or, in his absence, by a member Vice-President of the Board of Directors or by an Executive Officer appointed by the Chairman of the Board of Directors, and a shareholder amongst those present shall be selected by the Chairman of the Meeting to act as secretary. Article 11 To take part at the General Meeting, the shareholder shall present on the day of the performance of the respective meeting: (i) evidence issued by the depositary financial institution of the shares book entry shares of its ownership or in custody, pursuant to article 126 of the Business Corporation Law, and/or with respect to the shareholders participating at the fungible custody of nominative shares, the statement containing the respective shareholding interest, issued by the competent body dated as of up to two (02) business days before the performance of the General Meeting; or (ii) power of attorney, duly regularized pursuant to this law and these Bylaws, in the event of representation of the shareholder. The shareholder or its legal representative shall appear at the General Meeting with documents evidencing his/her identity. Paragraph 1 The shareholder may be represented at the General Meeting by a attorney-infact constituted less than one (01) year ago, which is a shareholder, administrator of the Company, attorney, financial institution or administrator of investment funds representing the co-owners. Paragraph 2 The resolutions of the General Meeting, except in special events set forth in law, shall be taken by absolute majority of votes, not being calculated the votes in blank. Paragraph 3 The Meetings minutes shall be drawn up as a summary of the facts occurred, including controversies and protests, containing the transcription of the resolutions taken, observed what is set forth in 1 of article 130 of the Business Corporation Law. Article 12 The General Meeting, in addition to the other attributions set forth in law, shall be responsible for: a) taking the accounts of the administrators, examine, discuss and vote the financial statements; b) elect and remove the members of the Board of Directors, as well as define the number of offices to be occupied at the Board of Directors of the Company;

7 c) affix the annual global compensation of the members of the Board of Directors and the Executive Board of Directors, as well as of the members of the Tax Committee, if installed; d) reform the Bylaws; e) decide on the dissolution, liquidation, incorporation, spin-off, transformation or merger (including incorporation of shares) of the Company, or of any venture at the Company, as well as any application of bankruptcy or judicial or extrajudicial recovery; f) attribute bonus in shares; g) approve plans of grant of shares option to its administrators and employees and to natural people providing services to the Company, as well as to the administrators and employees of other companies controlled direct or indirectly by the Company; h) decide, according to the proposal presented by the administration, on the destination of the net profit of thee year and the distribution of dividends or payment of interests over proper capital, based on the annual financial statements; i) decide, in common agreement with the proposal submitted by the administration, on the distribution of dividends, even if interim or intermediary, exceeding the mandatory dividend established in article 31, 3, of these Bylaws of twenty five per cent (25%) of the net profit, or payment of interests over proper capital based on biannual, quarterly or monthly balances; j) decide on the increase or reduction of the capital stock, as well as any decision involving the repurchase, redemption or amortization of shares, in compliance with the provisions of these Bylaws; k) decide on any issuance of shares or other titles and securities, as well as any change to the rights, preferences, advantages or restrictions attributed to the shares, titles or securities; l) submit applications for judicial or extrajudicial recovery, or bankruptcy; m) elect the liquidator, as well as the Tax Committee that will work in the period of liquidation; n) decide on the cancellation of the registry of the open company before SEC; o) decide on the exit from the New Market, which shall be communicated to BM&FBOVESPA in writing, with at least thirty (30) days in advance; and p) select specialized company responsible for the preparation of appraisal report set forth in Article 40 of these Bylaws, amongst the companies indicated in a triple list prepared by the Board of Directors. Section I Miscellaneous CHAPTER IV ADMINISTRATION BODIES Article 13 Company shall be administered by the Board of Directors and by the Executive Board of Directors, according to the attributions and powers provided to it by the applicable law and by these Bylaws. Article 14 As of the adhesion by the Company to the New Market segment of BM&FBOVESPA, the hold of office of the administrators is subject to previous subscription of the Administrators Consent Deed to which refers the New Market Regulation. The administrators

8 shall, immediately after the hold of office, inform BM&FBOVESPA the quantity and characteristics of the securities issued by the Company which they hold, direct or indirectly, including their derivatives. Article 15 The General Meeting shall establish the global annual amount of the compensation of the administrators of the Company, the Board of Directors being responsible for deciding on the distribution. Section II Board of Directors Article 16 The Board of Directors shall be comprised by five (5) members, all shareholders of the Company, elected by the General Meeting, with unified mandate of two (02) years, and may be reelected. Paragraph 1 The General Meeting shall determine by the vote of absolute majority, not being calculated the votes in blank, previously to the election, the number of offices at the Board of Directors to be held in each mandate, observed the minimum of five (05) members. Paragraph 2 At least twenty per cent (20%) of the members of the Board of Directors shall be Independent Officers, expressly declared as such at the General Meeting electing them. It is considered as Independent Officer the one that (i) has no relationship with the Company, except for an interest at the capital stock; (ii) is not the Controlling Shareholder, spouse or relative up to second degree of the Controlling Shareholder, is not and was not in the last three (03) years related to the company or entity related to the Controlling Shareholder (excluding from this restriction people related to teaching and/or research public institutions); (iii) was not in the last three (3) years an employee or officer of the Company, of the Controlling Shareholder or of a company controlled by the Company; (iv) is not a supplier or purchaser, direct or indirect, of services or products of the Company, in a magnitude that implies in the loss of independency; (v) is not an employee or administrator of a company or entity that is offering or demanding services and/or products to the Company; (vi) is not a spouse or relative up to second degree of any administrator of the Company; or (vii) does not receive any other compensation of the Company besides compensation as Officer (it is excluded from this restriction amounts in cash from eventual interest in the capital). It is also considered as Independent Officer the one elected pursuant to right established at the paragraphs four and five of article 141 of the Business Corporation Law. Paragraph 3 When the application of the percentage defined above results in a broken number of Officers, it shall be proceeded with the rounding to a full number: (i) immediately higher if the fraction is equal to or higher than zero point five (0.5); or (ii) immediately inferior, if the fraction is inferior to zero point five (0.5). Paragraph 4 The members of the Board of Directors shall be invested in their offices pursuant to the execution of a term of hold of office drawn up at the Meeting Minutes Book of the Board of Directors. The members of the Board of Directors may be removed at any tempo by the General Meeting, and shall remain in exercise at the respective offices, up to the hold of office of their successors. Article 17 The Board of Directors shall have one (01) Chairman and one (01) Vice-President, elected by its members at the first meeting taking place after the election of the Officers. In the event of absence or temporary hindrance of the Chairman of the Board of Directors, the Vice- President shall assume the functions of the Chairman. In the event of absence or temporary hindrance of the Chairman and the Vice-President of the Board of Directors, the functions of the Chairman shall be exercised by another member of the Board of Directors nominated by the Chairman Article 18 The Board of Directors shall meet, ordinarily, four (4) times a year, at the end of each quarter and, extraordinarily, whenever called by the Chairman or by the Vice-President,

9 pursuant to written notice delivered with at least eight (08) days in advance, and with the presentation of the agenda of the matters to be discussed. Paragraph 1 In character of urgency, the Board of Directors meetings may be called by its Chairman without the observance of the term above, provided that all other members of the Board are clearly aware. The calls may be made by letter with acknowledgement of receipt, fax or any other means, electronic or not, that permits the evidence of receipt. Paragraph 2 Regardless of the formalities set forth in this article, it shall be considered regular the meeting to which appeared all Officers. Article 19 The Board of Directors meetings shall be held in a first call with the presence of the majority of its members, and, in second call, with at least three (03) members. Paragraph 1 The Board of Directors meetings shall be presided by the Chairman of the Board of Directors who shall nominate the secretary. In the case of temporary absence of the Chairman of the Board of Directors, these meetings shall be presided by the Vice-President of the Board of Directors or, in his absence, by an Officer nominated by the majority of the votes of the other members of the Board of Directors, being applicable to the chairman of the meeting to nominate the secretary. Paragraph 2 In the event of temporary absence of any member of the Board of Directors, the respective member of the Board of Directors may, based on the agenda to be discussed, manifest his vote in writing by means of delegation made on behalf of other Officer, by means of advance written vote, by means of letter or fax delivered to the Chairman of the Board of Directors, on the date of the meeting, or further, by means of digitally certified. Paragraph 3 In the event of vacancy of the office of any member of the Board of Directors, the deputy shall be named, to complete the respective mandate, by Extraordinary General Meeting. For the purposes of this paragraph, vacancy takes place upon the removal, death, waiver, evidenced hindrance or disability. Paragraph 4 The resolutions of the Board of Directors shall be taken by majority of votes of those present in each meeting, or that manifested the vote pursuant to Article 19, Paragraph 2 of these Bylaws. Article 20 The Board of Directors meetings shall be held, preferably, at Company's headquarters. It shall be admitted meetings by means of audio-conferences or videoconferences, admitted the recording and erasure thereof. Such participation shall be considered personal presence in said meeting. In this case, the members of the Board of Directors remotely participating from the meeting of the Board may express its votes, on the date of the meeting, by means of letter or fax or certified digitally. Paragraph 1 At the end of each meeting it shall be prepared minutes, which shall be signed by all Officers physically present at the meeting, and subsequently transcribed at the Minutes Book of the Board of Directors of the Company. The votes from the Officers participating remotely in the meeting of the Board or that had manifested pursuant to Article 19, Paragraph 2, of these Bylaws, shall be equally included at the Minutes Book of the Board of Directors, and a copy of the letter, fax or , as the case may be, with the vote from the Officer, being attached to the Book after the transcription of the minutes. Paragraph 2 It shall be published and filed at the public registrar of companies the Board of Directors meeting minutes of the Company containing a resolution destined to produce its effects before third parties. Paragraph 3 The Board of Directors may admit other participants in its meetings, with the purpose of accompanying the resolutions and/or providing clarifications of any nature, being prohibited, however, the right to vote.

10 Article 21 The Board of Directors has the vital function of general orientation of Company's business, as well as controlling and inspecting its performance, being responsible, in particular, in addition to other attributions provided to it by law or by the Bylaws: I. Define the policies and establish the budget strategies to the conduction of the business, as well as lead the implementation of the growth strategy and general orientation of the business of the Company; II. Approve the annual budget, the business plan, as well as any strategic, investment, annual and/or pluriannual plans, and projects of expansion of the Company and the flowchart of offices and salaries to the Executive Board of Directors and to the managerial offices; III. Elect and remove the Officers of the Company; IV. Attribute to the Officers their respective functions, attributions and limits not specified in these Bylaws, including nominating the CEO, the Vice-President, Administrative-Financial Officer and the Investors Relations Officer, if necessary, as well as the definition of the number of offices to be held, observed what is set forth herein; V. Distribute the global compensation affixed by the General Meeting between the members of the Board of Directors and the Executive Board of Directors; VI. Decide on the calling of the General Meeting, when considered fit, or in the case of article 132 of the Business Corporation Law (Law nº 6.404/76); VII. Inspect the management of the Officers, examining, at any time, the books and papers of the Company and requesting information on agreements entered or about to be entered into and any other acts; VIII. Consideration of the quarterly results of the operations of the Company; IX. Nominate and remove the independent auditors, observing, in this nomination, what is set forth at the applicable law. The extern audit company shall report to the Board of Directors; X. Call the independent auditors to provide the clarifications considered necessary; XI. Evaluate the Administration Report and the accounts of the Executive Board of Directors and decide on the submission to the General Meeting; XII. Manifest previously on any proposal to be submitted to the resolution of the General Meeting; XIII. Approve the proposal of the administration of distribution of dividends, even if interim or intermediary, or payment of interests over proper capital based on biannual, quarterly or monthly balances; XIV. Decide on the association with other companies to the constitution of partnerships, consortiums or joint ventures; XV. Authorize the issuance of shares of the Company, at the limits authorized in Article 6 of these Bylaws, establishing the issuance conditions, including of price and term of payment, and may, further, exclude (or reduce the term to) the preemptive right at the issuance of shares, subscription bonus and convertible debentures, which placement is made pursuant to the sale in stock exchange or by public subscription or in public offer of acquisition of control, under the terms established in law;

11 XVI. Decide on the acquisition by the Company of shares issued by it, or on the launch of sale and purchase options, referred to in shares issued by the Company, for the maintenance in treasury and/or subsequent cancellation or disposal; XVII. Decide on the issuance of subscription bonus, within the limit of the authorized capital, establishing the conditions for issuance, including price and term of payment; XVIII. Grant the shares option to its administrators and employees, as well as to the administrators and employees of other companies controlled direct or indirectly by the Company, without preemptive right to the shareholders under the terms of the plans approved in General Meeting; XIX. Decide on the issuance of simple debentures, not convertible into shares and without security, as well as on the issuance of commercial papers, bonds, notes and any other credit instruments for the collection of resources, of common use in the market, deciding, further on the conditions of issuance and redemption; XX. Approve any investment or expense not foreseen at the annual budget, pursuant to the signature, change or extension of any documents, agreement or commitments for the assumption of responsibility, debts or obligations, involving (severally or in a set of related acts), a total quantity superior to One hundred million reais (R$100,000,000.00); XXI. To approve the creation of encumbrance over the Company s assets or the granting of guarantees to third parties for liabilities of the Company, excepting the financing agreements entered into with the purpose of acquiring movable properties related to operational equipment, in which the guarantee covers respective acquired assets; XXII. To authorize the Company to grant guarantees regarding liabilities of its controlled companies and/or wholly-owned subsidiaries, excepting the leasing agreements of movable properties related to operational equipment, and financing agreements aiming to acquire movable properties related to operational equipment, being expressly prohibited to grant guarantee to liabilities of third parties and to provide surety or post bond for the benefit of third parties; XXIII. Decide on the disposal, purchase, sale, lease, donation or burdening, direct or indirectly, at any title and for any value, of shareholding interests by the Company, as well as the constitution of subsidiaries; XXIV. Approve the obtainment of any credit, funding or loan line, including leasing operations, on behalf of the Company, not set forth at the annual budget, which value is superior to One hundred million reais (R$100,000,000.00); XXV. Define the triple list of companies specialized in economic appraisal of companies, to the preparation of an assessment report of the shares of the Company, in the event of cancellation of registry of the open company and exit from the New Market; XXVI. Approve any operation or set of operations which value is equal to or higher than Ten million reais (R$10,000,000.00) per year involving the Company and any Related Party, direct or indirectly. For the purposes of this provision, it is understood as Related Party any administrator of the Company, employee or shareholder that holds, direct or indirectly, more than 5% of the capital stock of the Company; XXVII. Approve the acquisition, by the Company, of shareholding interests in other companies; XXVIII. Submit to the General Meeting a proposal of distribution of annual profits sharing to the employees and administrators;

12 XXIX. To authorize the performance of operations involving any kind of derivative financial instrument, so considered any agreements that give rise to financial assets and liabilities to the parties, regardless of the market in which they are negotiated or registered or the realization form; any proposal involving the operations described herein shall be presented to the Board of Directors by the Directorate of the Company, and shall include at said proposal, at least, the following information: (i) evaluation on the relevance of the derivatives to the financial position and the results of the Company, as well as the nature and extension of the risks associated to such instruments; (ii) objects and strategies of risk management, in particular, the hedging policy; and (iii) risks associated to each strategy of performance in the market, adjustment of the intern controls and parameters used to the management of such risks. Notwithstanding the minimum information that shall be included at the proposal, the members of the Board of Directors may request additional information on such operations, including, without limitation to, sensitiveness analysis statement tables; and XXX. To approve the issuance a security, as well as the obtainment of any credit line, financing and/or loan related to or in any other way based on foreign currency. Sole Paragraph The Board of Directors may authorize the Executive Board of Directors to perform any of the acts mentioned in items XX, XXIV and XXVI, observed limits of value per act or series of acts. Section III Executive Board of Directors Article 22 The Executive Board of Directors shall be comprised by at least three (03) and at most 15 (fifteen) members, shareholders or not, resident in the country, elected by the Board of Directors, being authorized the accumulation of more than one office by any Officer, being designated as CEO, a Vice-President, an Administrative-Financial Officer and an Investors Relations Officer and the other officers without specific designation, elected by the Board of Directors. Sole Paragraph An officer may accumulate more than one function, provided that observed the minimum number of Officers set forth at the Business Corporations Law. Article 23 The mandate of the members of the Executive Board of Directors shall be unified of two (02) years, and may be reelected. The Officers shall remain in the exercise of their offices until the election and hold of office of their successors. Article 24 The Executive Board of Directors shall meet whenever required by the corporate business, being called by the CEO, with at least twenty four (24) hours in advance, or by two thirds (2/3) of the Officers, in this case, with at least forty eight (48) hours in advance, and the meeting shall only be installed with the presence of the majority of its members. Paragraph 1 The CEO shall be replaced by the Administrative-Financial Officer, in its absences or temporary hindrances. Paragraph 2 In the case of temporary absence of any Officer, it may, based on the agenda to be discussed, manifest its vote in writing by means of delegation made on behalf of another Officer, by means of advance written vote, by means of letter or fax delivered to the CEO, on the date of the meeting, or further, digitally certified. Paragraph 3 In the event of vacancy at the Executive Board of Directors, the Executive Board of Directors as a collegiate body is responsible for indicating, amongst its members, a replacement which shall accumulate, temporarily, the functions of the replaced party, lasting the temporary replacement up to the final provision of the office to be decided by the first

13 meeting of the Board of Directors performed, which shall take place within the maximum term of thirty (30) days after such vacancy, the replacement acting then up to the end of the mandate of the Executive Board of Directors. Paragraph 4 The Officers may not leave the exercise of their functions for more than thirty (30) consecutive calendar days under the penalty of losing the mandate, except in the case of license provided by the Executive Board of Directors itself. Paragraph 5 The meetings of the Executive Board of Directors may be held by means of audio-conference, videoconference or other communication means. Such participation shall be considered personal presence in said meeting. In this case, the members of the Executive Board of Directors remotely participating from the meeting of the Executive Board of Directors shall express their votes by means of letter, fax or certified digitally. Paragraph 6 At the end of each meeting it shall be prepared minutes, which shall be signed by all Officers physically present at the meeting, and subsequently transcribed at the Minutes Book of the Executive Board of Directors. The votes from the Officers participating remotely in the meeting of the Executive Board of Directors or that had manifested pursuant to Paragraph 2 of this Article, shall be equally included at the Minutes Book of the Executive Board of Directors, and a copy of the letter, fax or , as the case may be, with the vote from the Officer, being attached to the Book after the transcription of the minutes. Article 25 The resolutions at the meetings of the Executive Board of Directors shall be taken by majority of votes of those present in each meeting, or that had manifested the vote pursuant to Article 24, Paragraph 2 of these Bylaws. Article 26º The Executive Board of Directors is responsible for the administration of the corporate business in general and the practice, therefore, of all acts necessary or applicable, except those to which, by law or these Bylaws, is attributed the competence to the General Meeting or to the Board of Directors. In the exercise of its functions, the Officers may perform all operations and practice all acts required to the consecution of the objects attributed to it, observed the provisions of these Bylaws with respect to the form of representation, to the competence to the practice of certain acts, and the general orientation of the business established by the Board of Directors, including deciding on and approving the application of resources, transact, waive, assign rights, acknowledge debts, make agreements, execute commitments, contract obligations, execute agreements, acquire, dispose and encumber chattel and real estates, provide guarantee, issue, endorse, guarantee, discount, and draw titles in general, as well as open, movement and close accounts in credit establishments, observed the legal restrictions and those established in these Bylaws. Paragraph 1 The Executive Board of Directors is responsible, further for: I. Complying and cause the compliance with these Bylaws and the resolutions of the Board of Directors and the Shareholders General Meeting; II. Submit, annually, to the appreciation of the Board of Directors, the report of administration and the accounts of the Executive Board of Directors, accompanied by a report from the independent auditors, as well as the proposal of application of the profits assessed in the previous year; III. Submit to the Board of Directors annual budget; and IV. Present quarterly to the Board of Directors the economic-financial and equity detailed balances of the Company and its controlled companies. Paragraph 2 The CEO is responsible for coordinating the action of the Officers and direct the execution of the activities related to the general planning of the Company, in addition to the

14 functions, attributions and powers attributed to it by the Board of Directors, and observed the policy and orientation previously defined by the Board of Directors, as well as: I. Call and preside the meetings of the Executive Board of Directors; II. Supervise the administration activities of the Company, coordinating and supervising the activities of the members of the Executive Board of Directors; III. Propose without exclusivity of initiative to the Board of Directors the attribution of functions to each Officer at the time of its respective election; IV. Represent the Company active and passively, in and out of court, observed what is set forth in Article 27 of these Bylaws; V. Coordinate the staff, organizational, managerial, operational and marketing policy of the Company; VI. Annually, prepare and submit to the Board of Directors the business annual plan and the annual budget of the Company; and VII. Administer the matters of corporate character in general. Paragraph 3 The Vice-President is responsible for, without limitation to other attributions attributed to it by the Board of Directors: (i) delegate competences to the employees, to the practice of specific acts, according to the conveniences of the management; (ii) determine the rules and regulations required to the functioning and intern organization of the company; (iii) supervise corporate planning and development activities and support to the consecution of the corporate object; and (iv) execute other activities delegated by the CEO. Paragraph 4 The Administrative-Financial Officer is responsible for, without limitation to other attributions attributed to it by the Board of Directors: (i) assist the CEO at the coordination of the action of Officers and direction of execution of the activities related to the general planning of the Company; (ii) replace the CEO in the event of absence or temporary leave thereof, event in which it shall be attributed the functions, attributions and powers to those carried out by the Board of Directors, as well as the attributions indicated at the subitems of Paragraph 2 of this Article; (iii) propose funding alternatives and approve financial conditions of the business of the Company, (iv) administer the cash and the accounts payable and receivable of the Company; and (v) direct the accounting, financial planning and fiscal/tax areas. Paragraph 5 The Investors Relations Officer is responsible for, without limitation to other attributions attributed to it by the Board of Directors: (i) represent the Company before the control bodies and other institutions acting the capitals market; (ii) provide information to the public investor, to SEC, to the Securities Exchanges in which the Company have its securities negotiated and other bodies related to the activities developed in the capitals market, pursuant to the applicable law, in Brazil and abroad; and (iii) keep up-to-date the registry of open company before SEC. Article 27 Company shall be considered bound when represented: a) By the exclusive signature of the CEO; or b) At the absence and/or temporary leave of the CEO, by two (02) officers jointly, one being necessarily the Administrative-Financial Officer and/or the CEO; or c) by one or more attorneys-in-fact, when it is so established in the respective power of attorney and in accordance with the extension of the powers delegated thereto;

15 Paragraph 1 The powers of attorney shall be granted on behalf of the Company by the sole signature of the Chief Executive Officer as established in paragraph 2 below, who may appoint individuals (who may or not be part of the Company s Directorate) as attorneys-in-fact; Paragraph 2 In the absence and/or temporary leave of the CEO, tthe powers of attorney shall be granted on behalf of the Company by means of the signature of two (02) officers jointly, one being necessarily the CEO and/or Administrative-Financial Officer, or by the CEO alone, and shall specify the powers granted and, with exception to the powers of attorney for legal purposes, shall be valid for at most one (01) year. Section IV Tax Committee Article 28 The Tax Committee of the Company shall work in a non-permanent character and, when installed, shall be comprised by three (03) effective members and equal number of deputies, all resident in the country, shareholders or not, elected and removable at any tempo by the General Meeting for mandate of one (01) year, being permitted the reelection. The Tax Committee of the Company shall be comprised, installed and compensated in compliance with the legislation in force. Paragraph 1 The Tax Committee shall have a Chairman, elected by its members at the first meeting of the body after being installed. Paragraph 2 The hold of office of the members of the Tax Committee shall be made pursuant to the execution of the respective term, in proper book, and as of the adhesion of the Company to the segment of the New Market of BM&FBOVESPA, it shall be subject to the subscription of the Consent Deed of the Members of the Tax Committee set forth at the New Market Regulation of BM&FBOVESPA. Paragraph 3 As of the adhesion by the Company to the segment of the New Market of BM&FBOVESPA, the members of the Tax Committee shall, further, immediately after the hold of office, communicate BM&FBOVESPA the quantity and the characteristics of the securities issued by the Company to which they are holders, direct or indirectly, including derivatives. Paragraph 4 In the event of vacancy of the office of member of the Tax Committee, the respective deputy shall occupy his place. If there is no deputy, the General Meeting shall be called to proceed with the election of member of the empty office. Paragraph 5 May not be elected for the office of member of the Tax Committee of the Company the one keeping a relationship with a company that may be considered competitor of the Company, being prohibited, amongst others, the election of the person that: (a) is an employee, shareholder or member of the administration, technical or fiscal body of a competitor or of Controlling Shareholder or Controlled (as defined in Article 35) of competitor; (b) is a spouse or relative up to second degree of a member of the administration, technical or fiscal body of a Competitor or of a Controlling Shareholder or Controlled company of the competitor. Paragraph 6 If any shareholder whishes to indicate one or more representatives to comprise the Tax Committee, that were no members of the Tax Committee in the period subsequent to the last General Ordinary Meeting, such shareholder shall notify the Company in writing with ten (10) business days in advance to the date of the General Meeting electing the Officers, informing the name, qualification and complete professional of the candidates. Article 29 When installed, the Tax Committee shall meet, under the terms of law, whenever necessary and will analyze, at least quarterly, the financial statements. Paragraph 1 Regardless of any formalities, it shall be considered regularly called the meeting to which appears all the members of the Tax Committee.

16 Paragraph 2 The Tax Committee manifests by absolute majority of votes, present the majority of its members. Paragraph 3 All resolutions of the Tax Committee shall be included in minutes drawn up at the respective Minutes and Opinions Book of the Tax Committee and signed by the Officers present. CHAPTER V FISCAL YEAR, FINANCIAL STATEMENTS AND DESTINATION OF PROFITS Article 30 The fiscal year shall begin on January 1st and end on December 31st of each year, when shall be raised the balance sheet and the other financial statements. Paragraph 1 By resolution of the Board of Directors, the Company may (i) raise biannual, quarterly or smaller period balances, e declare dividends or interests over proper capital of the profits verified in such balances; or (ii) declare interim dividends or interests over proper capital, to the account of retained earnings or of reserves of profits existent in the last annual balance. Paragraph 2 The interim or intermediary dividends distributed and the interests over proper capital may be attributed to the mandatory dividend set forth in Article 31 below. Paragraph 3 Company and the Administrators shall, at least once a year, perform a public meeting with analysts and any other interested parties, to disclose information with respect to the economic-financial situation, projects and perspectives of the Company. Article 31 From the result of the year shall be deducted, before any interest, the accumulated loss, if any, and the provision to the income tax and social contribution over profit. Paragraph 1 From the remaining balance, the General Meeting may attribute to the Administrators an interest at the profits correspondent to up to one tenth of the profits of the year. It is a condition for the payment of such interest to be attributed to the shareholders of the mandatory dividend set forth in Paragraph 3 of this article. Paragraph 2 The net profit of the year shall be destined as follows: a) five per cent (5%) shall be applied before any other destination, for the constitution of the legal reserve, which shall not exceed twenty per cent (20%) of the capital stock. In the exercise where the balance of the legal reserve in addition to the amount of the capital reserves, set forth in Paragraph 1 of article 182 of the Business Corporation Law, exceed thirty per cent (30%) of the capital stock, it shall not be mandatory the destination of part of the net profit of the year to the legal reserve; b) a portion, by proposal of the administration bodies, may be destined to the constitution of reserve for contingencies and reversal of such reserves formed in previous years, under the terms of article 195 of the Business Corporation Law; c) a portion shall be destined to the payment of the mandatory minimum annual dividend to the shareholders, observed what is set forth in Paragraph 4 of this Article; d) in the year in which the amount of the mandatory dividend, calculated under the terms of Paragraph 4 of this Article, exceeds the portion realized of the profit of the year, the General Meeting may, by proposal of the administration bodies, destine the excess to the constitution of realizable profits reserve, observed what is set forth in article 197 of the Business Corporation Law;