EDP ENERGIAS DO BRASIL S.A. COMPANY BY-LAWS

Transcription

1 EDP ENERGIAS DO BRASIL S.A. COMPANY BY-LAWS CHAPTER I Name, Headquarters, Term and Object Article 1 EDP ENERGIAS DO BRASIL S.A. is a corporation governed by these By-laws and their applicable legal provisions, including Law no /76, according to changes (to the Law of Corporations ). Sole Paragraph- Following its listing on the Novo Mercado of the São Paulo Stock Exchange (BOVESPA), the Company, its shareholders, managers and members of its Audit Committee are subject to the Novo Mercado Listing Regulations of the São Paulo Stock Exchange (BOVESPA) (the Novo Mercado Regulations ). Article 2 Paulo, state of São Paulo. The Company is headquartered in and under jurisdiction of the city of São Sole Paragraph- By decision of its Management Board, the Company may open or close subsidiaries, agencies, offices, representations or any other type of establishment for carrying out the Company's activities in any location within Brazil or abroad. Article 3 The duration of the Company shall be perpetual. Article 4 The Company has the following objectives: a) participate in other companies as a partner, shareholder or quotaholder, as well as in energy industry business ventures and undertakings in Brazil and/or abroad; b) manage energy distribution, generation, transmission and trading assets, in their various forms and types;

2 c) research, plan, develop and implement energy distribution, generation, transmission and trading projects, in their various forms and types; and d) provide services to the energy industry in Brazil and/or abroad. CHAPTER II Capital Stock and Shares Article 5 The Company s capital stock is R$3,182,715, (three billion, one hundred eighty-two million, seven hundred fifteen, nine hundred fifty-four reais and twelve centavos), wholly subscribed, represented by 158,805,204 (one hundred fiftyeight million, eight hundred five million, two hundred four) common shares, all of them nominative with no par value. shares. Paragraph One Capital stock shall be represented exclusively by common Paragraph Two Company s General Shareholders Meetings. Each common stock will provide voting rights at the Paragraph Three The shares are indivisible in relation to the Company. When a share belongs to more than one person, the rights conferred by it shall be exercised by the representative of the joint-ownership. Paragraph Four The stock is composed of book entry shares and shall be kept in a deposit account at a financial institution in the name of its holders, with no certificates issued. The shareholder may be charged for the cost of transfer and registration, as well as for the custodial services provided. Paragraph Five The Company is prohibited from issuing founder's shares. Article 6 The Company is authorized to increase its capital stock up to the threshold of 200,000,000 (two hundred million) common shares regardless of statutory reform, by decision of the Board of Directors, which shall also be responsible for establishing the conditions of issuance, including pay-in price, period and type. Paragraph One The Company may issue shares, debentures convertible to common shares and subscription warrants within the authorized capital limit.

3 Paragraph Two The Board of Directors has the right to exclude or reduce the right of first refusal in the issuance of shares, convertible debentures and subscription warrants offered by means of sale in stock exchanges or public subscription, according to legislation and within the limit of authorized capital. Article 7 The Company may, following decision of its Board of Directors, purchase its own shares to be kept in treasury for later sale or cancelation, up to the balance amount of profit and reserves, except the legal reserve, without lowering its capital stock, in accordance with applicable legal provisions and regulations. Article 8 The Company may, following decisions made at the General Meeting, grant the option of purchasing shares to its managers, employees and associates, and this option may be extended to the managers and employees of the Company's direct or indirect subsidiaries and affiliates. CHAPTER III General Meetings Article 9 The General Meeting shall be held, ordinarily, within the 4 (four) months following the end of each fiscal year and, extraordinarily, whenever the company's interests so require. Paragraph One General Meetings are convened by the Board of Directors, represented by its Chairman, Deputy Chairman or 2 (two) of its members jointly, or in accordance with the other applicable legal provisions, with a minimum of a 15 (fifteen) day advance notice. Paragraph Two The General Meeting shall be presided by the Chairman of the Board of Directors, or, in his absence, by the Deputy Chairman of the Board of Directors, or, in the absence of both, by a shareholder chosen by the majority of votes cast by the present shareholders. The Meeting Chairman shall designate the secretary. Article 10 In order to take part in the General Meeting, shareholders must show proof of their status by means of a deposit receipt issued by the financial institute responsible for the shares, issued within 3 (three) days prior to the date of the General Meeting.

4 Sole Paragraph Shareholders may be represented at the General Meeting by a proxy established within less than 1 (one) year. The proxy may be a shareholder, Company manager, attorney, financial institution or investment fund manager who represents the shareholders. Article 11 General Meeting decisions, notwithstanding special situations determined by law and by these Corporate By-laws, are made by the majority of the present votes cast. Blank ballots are not counted. CHAPTER IV Management General Provisions Article 12 The Company shall be managed by a Board of Directors and a Management Board with powers provided by applicable law and according to these Bylaws. Article 13 The unified mandate of members of the Board of Directors shall be of 1 (one) year. Members of the Management Board shall have a mandate of 3 (three) years, with reelection possible. The members of the Board of Directors and Management shall remain in their positions until the election and induction of their successors. Article 14 Overall compensation of the Board of Directors and Management Board shall be fixed annually at the General Meeting. The Board of Directors is responsible for determining its respective distribution. Article 15 The members of the Board of Directors and Management Board shall be inducted by signing their respective statement in the books containing the Records of the Board of Directors and of Management, and are subject to the requirements, impairments, duties, obligations and responsibilities determined by Articles 145 to 158 of the Law of Corporations. Sole Paragraph The induction of managers is subject to prior subscription of the Manager Statement of Consent determined by the Novo Mercado Regulations of BOVESPA (São Paulo Stock Exchange).

5 Board of Directors Article 16 The Board of Directors shall be composed of a minimum of 5 (five) and a maximum of 11 (eleven) members, one of which shall be its Chairman and another its Deputy Chairman, all shareholders, elected at the General Meeting, and may be dismissed by it at any time. A minimum of 20% (twenty percent) of Directors must be Independent Directors, as defined by the Novo Mercado Regulations. Paragraph One The General Meeting shall determine the number of members of the Company's Board of Directors every fiscal year, prior to their election, by majority vote of present shareholders, not counting the blank ballots. Paragraph Two Individuals that are (i) employed or hold managerial positions in companies that may be considered competitors of the Company or (ii) have or represent conflicts of interest in relation to the Company, may not be elected to the Board of Director, except in the case of a waiver from the General Meeting. Article 17 The Board of Directors shall meet, ordinarily, every 3 (three) months and, extraordinarily, whenever the need arises. Article 18 Board of Director meetings can be called by its Chairman, Deputy Chairman, or by any 2 (two) members jointly, by means of written notification submitted with at least 5 (five) days advance notice together with the agenda of topics to be discussed. Sole Paragraph Notwithstanding the formalities determined by this Article 18, a meeting in which all Directors are present, or represented according to Paragraph Two of Article 19, shall be considered as a regular meeting. Article 19 Board of Director meetings shall only be held with the presence of the majority of its current members. Paragraph One The Chairman of the Board of Directors shall preside over the Board meetings, and designate the meeting secretary. If Chairman of the Board of Directors is unable to attend or is temporarily absent, the Board of Director meetings shall be presided by the Deputy Chairman of the Board of Directors or, in his absence, by a Director chosen by a majority of votes cast by the other members of the Board. The meeting chairman is responsible for designating the secretary.

6 Paragraph Two If any member of the Board of Directors is unable to attend or temporarily absent, he may appoint another member to represent him. In the case of a temporary absence, the member appointed to represent him shall cast his own vote in the Board of Directors meetings as well as another vote in the name of the member whom he is representing. The appointment must be expressly accepted by the appointed member, and the Chairman of the Board of Directors must be notified. Alternatively, in the case of a temporary absence, the Board of Directors member may, based on the agenda of the topics to be discussed, express his vote in writing, by means of a letter or fax sent to the Chairman of the Board of Directors, or by an that unmistakably identifies the sender, with confirmation of receipt by the Chairman of the Board of Directors. Paragraph Three In the case of a vacancy in the position of any member of the Board of Directors, a replacement shall be named by the remaining directors and he shall serve until the first General Meeting held following the vacancy. Article 20 The decisions of the Board of Directors shall be made by a majority vote of its current members. Votes shall be counted according to Article 19, Paragraph 2. In case of a tie, the Chairman of the Board of Directors shall cast the deciding vote. Article 21 Board of Directors meetings shall preferably be held at Company headquarters. Meetings held by teleconference, videoconference and other means of communication shall be acceptable, and such participation shall be considered as attendance at the referred meeting. In this case, members of the Board of Directors who participate remotely of the Board meeting shall vote by means of letter, fax or that unmistakably identifies the sender. Paragraph One At the end of the meeting, the minutes shall be drawn up and signed by all Directors physically present at the meeting. The meetings shall be later transcribed into the Book of Records of the Company's Board of Directors. The votes cast by the Directors who participated remotely in the Board meeting or have expressed themselves in the manner outlined in Article 19, Paragraph 2, shall also be included in the Book of Records of the Board of Directors. A copy of the letter, fax or containing the Director's vote shall be attached to the Book next to the transcribed minutes. Paragraph Two The minutes of the Company Board of Directors meetings that contain decisions affecting third parties shall be published and filed in the business register.

7 Article 22 The Board of Directors has the following responsibilities: a) provide overall guidance for the Company s business; b) elect and dismiss the Company's Management Board, determining the responsibilities of its members, in accordance to the applicable provisions of these By-laws; c) oversee the Management Board s administration, examine the Company books and papers at any time, request information on contracts signed or in the process of being signed by the Company, and take any other measure needed for the exercise of its functions; d) call a General Meeting in the cases determined by law or when deemed necessary; e) express an opinion on the Management Board's reports and accounts, as well as on the fiscal year s financial statements that must be submitted at the Annual General Meeting; f) establish the limits and values of the autonomy of the Management Board for the acquisition, assignment or encumbrance of rights, securities or real estate, including company shares, as well as the hiring of goods and services, contracting of loans and financings, provision of collateral in favor of third parties and for other Company liabilities; g) decide on any business between the Company and any one of its direct or indirect shareholders; h) select and dismiss independent auditors; i) decide on matters submitted to it by Management; j) submit proposals to the General Meeting for increasing capital over the authorized capital limit, as well as changes to the By-laws; k) decide on the issuance, placement, price and conditions of paid-in shares, convertible debentures and subscription warrants, within authorized capital limits, including the granting of stock purchase options according to the terms of these Bylaws;

8 l) decide on the opportunity of issuing debentures, the manner of subscription or placement and the type of debentures to be issued, the timing and interest payment conditions, the sharing in the debenture profits and refund premium, if applicable, as well as the maturity terms and conditions along with debenture amortization or redemption. m) decide on the purchase of shares issued by the Company for cancellation or to be held in treasury, as well as their resale or replacement in the market, according to the norms of the Brazilian Securities Exchange Commission (CVM) and other applicable legal provisions; n) approve the hiring of a deposit institution for providing book entry share services; o) approve the Company s business plans and annual budgets, as well as its multiyear operational and investment plans; p) authorize the issuance of debt securities in the international market and of simple non-convertible debentures without collateral for public or private distribution, as well as decide on the issuance terms and conditions; q) authorize the issuance of commercial papers for public distribution in Brazil or abroad, as well as decide on the issuance terms and conditions; r) propose to the General Meeting the allocation of the remaining profit balance of each fiscal year; s) declare intermediary and interim dividends, as well as interest on net equity, according to the terms of the Law of Corporations and other applicable legislation; t) decide on the order of its projects and establish regulatory norms for their functioning, in accordance with the provisions of these By-laws. Article 23 The Board of Directors may establish technical and consulting Committees with defined goals and functions to assist it. These Committees may be staffed by the Company's management or not. Sole Paragraph The Board of Directors is responsible for establishing the norms applicable to the Committees, including rules regarding their composition, management term, compensation and functioning.

9 The Management Board Canceling the Publicly-Held Company Registration Article 24 The Management Board shall be composed of up to 6 (six) members, shareholders or not, residents of the country, elected by the Board of Directors, who shall have the following titles (the accumulation of functions by a single Director is allowed): (i) CEO; (ii) Vice President of Finance and Investor Relations; (iii) Vice President of Distribution; (iv) Vice President of Generation; (v) Vice President of Sales; and (vi) Vice President of Management Control. Article 25 The Management Board is responsible for managing company business in general and in practice, for all activities deemed necessary or convenient, not including those that fall under the responsibility of the General Meeting or the Board of Directors according to legislation or to these By-laws. In the exercise of their positions, the Management Board members may carry out all operations and practice all the managerial acts necessary to achieve the goals of their positions, according to the overall business guidance established by the Board of Directors. This includes deciding on the application of funds, compromising, renouncing and assigning of rights, acknowledging debts, reaching agreements, taking on commitments and obligations, signing contracts, acquiring, selling and encumbering securities and real estate assets, posting bonds, guarantees and surety, issuing, endorsing, pledging, discounting, withdrawing and evaluating securities in general, as well opening, using and closing accounts in credit establishments, in accordance to legal restrictions, as well as those established by these By-laws. Paragraph One The CEO is responsible for the following: (i) executing and carrying out the decisions of the General Meetings and the Board of Directors; (ii) determining and promoting the execution and implementation of policies, strategies, budgets, investment projects and other Company business plan conditions; (iii) coordinating the activities of the other Managers, observing the specific responsibilities determined by these By-laws; (iv) defining the division of responsibilities among the other Management Board members in areas not specifically mentioned in these By-laws, subject to by the Board of Directors; (v) supervising all of the Company s operations, monitoring their progress, including corporate governance, human resource and institutional relationship policies and the activities related to auditing, regulation, legal and organizational development areas of the Company; (vi) leading the Management Board meetings; and (vii) ensuring the application of corporate and sustainable development policies in all activities under his responsibility.

10 Paragraph Two In addition to other duties not yet established, the Vice President of Finance and Investor Relations is responsible for: (i) planning, coordinating, organizing, supervising and directing the finance and accounting activities of the Company, (ii) managing the consolidated finances and financial risk of the Company; (iii) representing the Company before regulatory agencies and other capital market institutions, providing information to investors, the Security and Exchange Commission of Brazil and Stock Exchanges on which the Company s shares are traded, according to applicable legislation; (iv) ensuring the application of corporate policies and the principles of sustainable development in all the activities under his responsibility; and, (v) evaluating and monitoring policies, strategies and implementing shared services projects as determined by the CEO. Paragraph Three In addition to other duties not yet established, the Vice President of Distribution is responsible for: (i) evaluating and monitoring policies and strategies for distribution of electricity and implementing technical services projects the Company's subsidiaries and affiliates have in common; (ii) ensuring the application of corporate policies and the principles of sustainable development in all the activities under his responsibility; and (iii) evaluating and monitoring policies, strategies and implementing shared services projects as determined by the CEO. Paragraph Four In addition to other duties not yet established, the Vice President of Generation is responsible for: (i) evaluating and monitoring policies and strategies for generation of electricity by the Company s subsidiaries and affiliates; including the operation and maintenance of the electricity generation facilities; (ii) evaluating and monitoring electricity risk management policies and strategies of the Company s subsidiaries and affiliates; (iii) planning, coordinating, organizing, supervising and directing all environmental activities for the Company; (iv) ensuring the application of corporate policies and the principles of sustainable development in all the activities under his responsibility; and (v) evaluating and monitoring policies, strategies and implementing shared services projects as determined by the CEO. Paragraph Five In addition to other duties not yet established, the Vice President of Sales is responsible for: (i) evaluating and monitoring policies and strategies for the sale of electricity by the Company s subsidiaries and affiliates; (ii) evaluating and monitoring policies and strategies and implementing commercial services projects the Company s subsidiaries and affiliates have in common; (iii) planning, coordinating, organizing, supervising and directing corporate and institutional communication and social responsibility for the Company; (iv) ensuring the application of corporate policies and the principles of sustainable development in all the activities

11 under his responsibility; and (v) evaluating and monitoring policies, strategies and implementing shared services projects as determined by the CEO. Paragraph Six In addition to other duties not yet established, the Vice President of Management Control is responsible for: (i) planning, coordinating, organizing, supervising and directing the planning and control of supply for the Company, (ii) ensuring the application of corporate policies and the principles of sustainable development in all the activities under his responsibility; and, (iii) evaluating and monitoring policies, strategies and implementing shared services projects as determined by the CEO. Article 26 The Management Board will meet whenever called by the CEO or by any two Vice Presidents, jointly, whenever necessary for business, at least two days in advance, and the meeting will only be convened if a majority of its members is present. Paragraph One If an Officer is unable to attend, he can designate another officer to represent him in the meetings. The designated officer must vote in the Management Board meetings in his own name and in the name of the Officer that he is representing. The CEO must be notified in writing of the appointment, which must clearly state the name of the designated Officer and the powers vested in him and this must be attached to the minutes of the respective meeting. Alternatively, when dealing with a temporary absence, the Officer can, based on the agenda of issues to be addressed, express his vote in writing, by sending a letter, fax or to the CEO. Paragraph Two If a vacancy appears on the Management Board, it is up to the other Officers to recommend, from among themselves, a substitute who will take on the position s full duties until the position is filled at the next meeting of the Board of Directors. This member, once elected, will serve until the end of the mandate of the Management Board. Paragraph Three The meetings of the Management Board can be held by teleconference, videoconference or other communication means, and such participation shall be considered as attendance at the referred meeting. In this case, the members of the Management Board that participate remotely in the Management Board meeting must cast their votes by letter, fax or that unmistakably identifies the sender. Paragraph Four At the end of the meeting, the minutes shall be drawn up and signed by all the Officers physically present at the meeting, and then transcribed into the Book of Records of the Company's Management Board. The votes cast by

12 officers that participate remotely in the Management Board meeting or that have expressed themselves in the manner outlined in Article 26, Paragraph 1 in fine shall also be recorded in the Book of Records of the Management Board. A copy of the letter, fax or message, as is the case, containing the vote of the officer, shall be attached to the Book shortly after the transcription of the minutes. Article 27 The decisions of the Management Board shall be made by majority vote of those present in each meeting or that have expressed their vote according to Article 26, Paragraph 1, and in the case of a tie, it is up to the CEO to cast the deciding vote. Article 28 The Company considers itself bound when represented by: a) 2 (two) Officers jointly; b) 1 (one) Officer jointly with 1 (one) proxy with special powers, duly executed; c) 2 (two) proxies jointly with special powers, duly executed; and d) 1 (one) Officer or 1 (one) proxy with special powers, duly executed, in the exercise of the following activities: (i) (ii) (iii) representing the company before any federal, state or municipal agency, professional organization, General Shareholders Meeting or Meeting of Owners of the companies in which the company has a stake, as well as assemblies or meetings of private organizations of which the company is a sponsor, founding member or simply a participating member; countersigning checks for deposit in company bank accounts; and representing the company before unions or Labor Courts; for matters of hiring, suspension or firing of workers; and for labor agreements. Paragraph One The proxies will be granted on behalf of the Company for 2 (two) Officers jointly, specifying the powers conferred, except for those provided for in the second paragraph of this article, and will remain valid for a maximum period of 01 (one) year. Paragraph Two Proxies for legal purposes can be granted for an unspecified period, and those granted for the purpose of fulfilling contractual clauses can be granted for the term of the contract to which they are associated. CHAPTER V Audit Committee

13 Article 29 The company shall have a ad-hoc Audit Committee made up of 3 (three) sitting members and an equal number of substitutes, shareholders or not, elected at the General Shareholders Meeting which will decide on its implementation and compensation, respecting legal limits. When it is functioning, the Audit Committee will have the attributes and powers conferred to it by law. The Audit Committee will be disbanded at the next Ordinary General Shareholders Meeting. Sole Paragraph Induction of members onto the Audit Committee is conditioned upon signing of a Statement of Consent as stipulated in the Regulations of the BOVESPA s Novo Mercado. CHAPTER VI Fiscal Year, Profits and Dividends Article 30 The fiscal year will begin on January 1 and end on December 31 of each year, at which time financial statements, provided for in the applicable legislation, will be prepared. Article 31 The net profits for the year will be distributed as follows: (a) 5% (five percent) will be deducted for the legal reserve, which shall not exceed 20% (twenty percent) of capital stock; (b) at least 25% (twenty-five percent) of the net profits, calculated on the balance after deductions and additions provided for in Article 202, I, II and III of the Law of Corporations, shall be distributed to shareholders as a minimum mandatory annual dividend; (c) the remaining balance, after meeting the requirements of provisions contained in the previous items of this Article, will be distributed as determined by the General Shareholders Meeting based proposals from the management, according to Article 176, paragraph 3 and 196 of the Law of Corporations, observing the provisions contained in Article 134, paragraph 4 of the referred law. If the balance of a profit reserves exceeds capital stock, the General Shareholders Meeting will decide whether to use the remaining profit to pay in capital or increase capital stock or distribute additional dividends to stockholders. Sole Paragraph After 3 (three) years, counting from the date they are placed at the disposal of the shareholders, unclaimed dividends will be returned to the Company.

14 Article 32 The Board of Directors may decide, based on Company semester or quarterly financial statements, to pay intermediary or interim dividends. Intermediary and interim dividends provided for in this Article may be attributed to the minimum mandatory dividend. Article 33 The company may pay its shareholders interest on net equity, which may be a attributed to the minimum mandatory dividend. Sole Paragraph Unclaimed interest on net equity will be reverted to the Company 3 (three) years from the date on which it is placed at the disposal of shareholders. CHAPTER VII Disposal of Controlling Interest Article 34 The disposal, direct or indirect, of control of the Company, whether through a single operation, or a series of operations, must be contracted under suspensive or resolutive conditions where the buyer pledges to conduct, observing the conditions and terms provided for in legislation and in the Novo Mercado Regulations, a public tender offer for the acquisition of all outstanding voting shares held by the noncontrolling shareholders of the company, in such a way as to ensure they are given treatment equal to that of the disposing shareholder. Paragraph One The public tender offer referred to in Article 34 must be held in cases where there is an onerous ceding of share subscription rights and other securities or rights regarding securities convertible into company shares that result in transfer of controlling interest in the Company. Paragraph Two The public tender offer for acquisition of shares referred to in Article 34 shall be required if shareholder control is transferred to a third party. In this case, the divesting controlling shareholder shall be required to declare to the Securities and Exchange Commission of Brazil CVM and the São Paulo Stock Exchange BOVESPA the amount attributed to the company, for the transfer of control and attach documentation that confirms this amount. Article 35 A shareholder that owns shares in the Company and who comes to acquire control from signing a private contract with the controlling shareholder, involving any number of shares, is required to (i) hold a public tender in accordance with the terms

15 of Article 34 of these Company By-laws, and (ii) reimburse shareholders from whom shares were purchased on the stock market in the 6 (six) months prior to the acquisition of shares resulting in control of the Company, to whom he must pay the difference between the price paid for the shares representing control and the amount paid on the stock market for Company shares in this period, duly updated to the time of payment. Article 36 The Company will not record shared transfers for those acquiring shareholder control, or for those who come to possess control, unless they subscribe to the Statement of Consent for Controlling Shareholders under Novo Mercado Regulations, as well as the Statement of Consent under Market Arbitration Chamber Regulations. Sole Paragraph Likewise, no shareholder agreement that affects control of the company will be registered at the Company headquarters unless their signatories have subscribed to the Statements of Consent referred to in Article 36 above. CHAPTER VIII Delisting from the Novo Mercado of the São Paulo Exchange BOVESPA and Cancellation of the Publicly-Held Company Registration Article 37 If the shareholders of the company gathered at an Extraordinary General Shareholders Meeting approve delisting of the Company from the BOVESPA Novo Mercado, the controlling shareholder of the Company must hold a public tender offer for shares at a minimum price that corresponds to the economic value determined in an appraisal report, (i) regardless of whether delisting from the Novo Mercado is conducted so that its shares can be listed for trading outside the Novo Mercado, or (ii) for company reorganization, where shares of the company resulting from this reorganization are not admitted for trading on the Novo Mercado. Sole Paragraph The public tender provided for in this Article will observe, where applicable, the rules for public tenders for canceling the registration for publiclyheld companies before the Securities and Exchange Commission of Brazil CVM. Article 38 If the public tender offer for acquisition of shares is made by the controlling shareholder or by the Company with a view to canceling the public Company Registry, the minimum price to be offered must correspond to the economic value determined in an appraisal report.

16 Article 39 The appraisal report mentioned in this Chapter should be prepared by a company specializing in this area, with proven experience that is independent from company decision-making, its management and/or controlling shareholders, as well as satisfying other legal requirements. Paragraph One The choice of the company specializing in the preparation of the appraisal report addressed in this Chapter is decided by majority vote at the General Shareholders Meeting of shareholders representing shares in circulation present at that Meeting, after presentation of a list of three nominees by the Board of Directors. The Meeting shall be convened at first call if shareholders representing at least 20% (twenty percent) of all shares in circulation are in attendance, or convened at second call with any number of shareholders representing shares in circulation, according to Novo Mercado Regulations. Paragraph Two be paid in full by the buyer. The costs incurred for the preparation of the report are to CHAPTER IX Liquidation Article 40 The company will be liquidated in cases provided for in law, where the General Shareholders Meeting will serve as the competent body for determining the type of liquidation and appoint a liquidator and convene the Audit Committee which must operate during the period of liquidation. CHAPTER X General Provisions Article 41 The Company, its Shareholders, Managers and the members of the Audit Committee are required to resolve, through arbitration, any and all disputes or controversy that may emerge between them, related to or originating from, especially, from investment, validity, effectiveness, interpretation, breaches and their effects, of the provisions contained in the Law of Corporations, Company By-laws, the norms enacted by the Central Bank of Brazil and by the Securities and Exchange Commission of Brazil CVM, as well as other applicable norms to the functioning of capital markets in general, in addition to those found in the Novo Mercado Regulations, Novo Mercado Listing Agreement and the Arbitration Regulations of the Market Arbitration Chamber. Article 42 The provisions contained in the Sole Paragraph of Article 1, Sole Paragraph of Article 15, Sole Paragraph of Article 29, in Articles 34 to 39 and in Article

17 41 will only become effective from the date of listing of the Company in the Novo Mercado segment of the BOVESPA. Last revised 31/10/2008.