Article 8 – The Company’s management is exercised by the Board of Directors and by the Executive Board, pursuant to the law and to these Bylaws.

Paragraph One – The investiture of the Company’s managers and respective alternates, as applicable, will be subject to execution of the respective Statement of Investiture, to be drafted pursuant to applicable laws, in accordance with Novo Mercado Regulations.

 

SECTION I – Board of Directors

Article 9 – The Board of Directors will comprise, at least, six (6), and, at most, ten (10), members, and their respective alternates, resident in Brazil or not, elected and removable by the General Meeting, and will serve for an unified term of office of two (2) years, reelection being permitted.

Paragraph One – Notwithstanding the above, at least 40% (forty percent) of the members of the Board of Directors must be Independent Members, as defined by Novo Mercado Regulation, and expressly declared as such at the minutes of the General Meeting which elects them, and the Board member(s) elected pursuant to Article 141, Paragraph Four, of Law 6,404/76 are also considered Independent Member(s), if there is controlling shareholder.

Paragraph Two – When a fraction number of Board members results from compliance with the percentage of 40% (forty percent) referred to in the preceding paragraph, such number will be rounded nearest whole number immediately lower.

Paragraph Three – At the end of the mandate, the Officers shall remain in the exercise of their positions until the investiture of the Board members who will substitute them, pursuant to the law and to these Bylaws.

Article 10 – The Board of Directors has, among its members: (a) 1 (one) chairman, who presides its meetings, and (b) 1 (one) Vice President, elected by the majority of the Board members among the members elected.

Paragraph One – The positions of Chairman of the Board of Directors and Chief Executive Officer of the Company may not be held by the same person.

Paragraph 2 – The prohibition in Paragraph One above does not apply in case of vacancy of the position of Chairman of the Board of Directors, in which case Article 13 below must be followed and the Company shall: (i) disclose the accumulation of positions due to the vacancy, within one business day after the event; (ii) disclose, within 60 (sixty) days from the vacancy, the measures taken to cease the accumulation of positions; and (iii) cease the accumulation of positions within one (1) year.

Article 11 – The following persons may not be elected to comprise the Board of Directors (i) controlling shareholders of companies that may be deemed competitors in the market in which the Company operates; (ii) persons holding positions in companies that may be deemed competitors in the market in which the Company operates, especially at advisory, management or fiscal boards; (iii) persons having a conflicting interest with the Company’s interests, except for cases expressly approved by the General Meeting. In addition, Board members having a conflicting interest with the Company’s interests may not vote at the meetings of the Board of Directors.

Paragraph One – The disability or disqualification of the officer with conflicts of interest with the Company with respect to a certain issue to be resolved at the meeting shall be approved by the majority vote of the members present at the meeting.

Paragraph Two – After the members present at the meeting disqualify a certain Director, the Chairman of the Board of Directors shall not count the vote of the Officer on the matter he/she has conflicts of interest.

Paragraph Three – Upon occurrence of the event described in paragraph 2 above, such matter(s) will be approved upon the affirmative vote of at least 75% (seventy five percent) of members entitled to voting right at such specific resolution.

Article 12 – The Board of Directors shall meet, ordinarily, at each quarter, and, extraordinarily, whenever necessary in order to meet its corporate interests, called by the Chairman of the Board of Directors or the Vice President and their respective alternates representing them.

Paragraph One – The meetings will be called upon written notice issued at least five (5) days in advance, which must indicate the place, date and time of the meetings, as well as a summary of the agenda.

Paragraph Two – Call notice procedure described in the preceding paragraph will be dismissed whenever all current members of the Board of Directors are present at the meeting.

Paragraph Three – In order for the meetings of the Board of Directors that have been duly called to be held and validly resolve on matter, at first call, attendance by the majority of its current members will be required, including the Chairman or Vice President of the Board of Directors, provided that attending member shall also mean any members represented by their alternates, or who sent his/her vote writing. On second call, which will be informed to the Board members once again pursuant to Paragraph One above, sent immediately after the date designated for the first call, the meeting will be held with any number of Board Members. Except as provided for in paragraph 3 of article 11 above, the Board of Directors shall resolve on based on the majority of votes cast by the attending the members.

Paragraph Four – Board members may attend meetings of the Board of Directors by means of audio or video conference, or by any other means of communication that enables the Board member to be identified, the communication with all others attending the meeting and the authenticity of their vote, as resolved by the Board of Directors. In this case, the Board members will be considered present in the meeting and their vote will be considered valid for all legal purposes and included in the minutes of the respective meeting.

Article 13 – In the event of vacancy of the position of Board member, including of the chairman of the Board, its alternate shall assume the position to complement the mandate of the substituted Officer.

Paragraph One – In his/her absence or temporary impairment, each Board member will be replaced by his/her alternate, specifically to ach meeting. In the event the chairman is absent or temporarily impaired, the chairman will be replaced by his/her alternate at the respective meetings, and the Board of Directors will have as interim chairman one of its effective Board members, who will be appointed by the chairman him/herself, in writing.

Paragraph Two – In the event of vacancy in the position of Board member, and upon absence of his/her alternate to serve for his/her remaining term of office, their alternates will be appointed within 60 days by the other Board members until the upcoming General Meeting to complete the mandate of the replaced members.

Article 14 – Compensation of the Board members will be global and annually established by the General Meeting, payable in twelfths, and the General Meeting will also approve, as the case may be, the amount of profit sharing payable to them, provided that the total amount thereof does not exceed the annual compensation payable to manager or one twelfth of profits, provided that whichever is smaller shall prevail. The Board of Directors, at a meeting, will distribute such compensation among its members.

Article 15 – The Board of Directors shall:
(a) establish goals, the policy and the general guidance of the Company’s business;
(b) call Annual General Meetings and, whenever it may deem necessary, Extraordinary General Meetings;
(c) appoint and dismiss the Company’s Officers, establishing their assignments;
(d) previously manifest on the Management Report, on the Executive Board’s accounts, on the financial statements of the year;
(e) inspect the management of the Officers;
(f) examine acts, books, documents and agreements of the Company;
(g) resolve on the issue of securities of any type, including subscription bonus, until the limit of the authorized capital;
(h) resolve on the increase of the capital stock until the limit provided in these Bylaws, establishing the conditions of the issue and of placement of the shares;
(i) resolve on the issue of promissory notes for the public subscription, in terms of Resolution no 1.723/90, of the National Monetary Council;
(j) submit to the General Meeting the destination to be given to the net profit of the year;
(k) appoint and remove independent auditors;
(m) create committees and technical or advisory commissions, including, if the case may be, for the management of the General Plan for the Granting of the Company’s Stock Options;
(n) approve the performance of investments by the Company or by Subsidiaries that are superior to R$ 10,000,000.00 (ten million Reais);
(o) approve the contraction of loans, financings or provision of guarantees by the Company or by Subsidiaries that are superior to R$ 10,000,000.00 (ten million Reais);
(p) approve the Annual Budget and the Company’s Business Plan or of the Subsidiaries, and amendments to these documents;
(q) approve the acquisition, disposal, transfer, contribution to the capital stock of another company, constitution of any type of liens or encumbrances, execution of an option agreement, or any other form of disposal, directly or indirectly, by the Company or a Subsidiary (a) of shares or units, as the case may be, in other companies or other forms of organization, (b) of rights equivalent to Subscription/Acquisition Rights in other companies or other forms of organization, or (c) of rights equivalent to Subscription/Acquisition Rights of securities convertible into shares/quotas, or which enable the subscription of securities entitling the same right, as well as the securities referred to herein, including call options and other similar agreements and instruments;
(r) authorize the disposal of property, plant and equipment and obsolete items of inventory, provided that the Board of Directors may establish caps for the practice of these acts by the Executive Board, whose parameters and limits shall be defined in a meeting of the Board of Directors;
(s) approve the execution of consortium or joint venture by the Company or by the Subsidiaries;
(t) resolve on the payment or credit of interest attributed to equity to the shareholders, in conformity with the applicable legislation;
(u) approve trading of shares and other securities convertible into shares for purposes of cancellation or holding them in treasury and their respective disposal, transfer, contribution to the capital stock of another company, constitution of any type of liens or encumbrances, execution of an option agreement, or any other form of disposition, directly or indirectly, by the Company or Subsidiaries;
(v) authorize waiver to the Company’s or Subsidiaries’ rights exceeding the amount of R$ 5,000,000.00 (five million Reais), per annum, individually or collectively;
(w) approve the execution, amendment, suspension, termination, rescission or any other form of termination of shareholders’ agreement, trust or any type of fiduciary transaction, which the Company is party to;
(x) approve, after favorable statement by the Executive oard, and upon the affirmative vote of at least 75% (seventy five percent) by the members of the Board of Directors at a meeting that has been regularly called (excluding vote cast by members of the Board of Directors elected by the controlling shareholder interested in such resolution), any transaction or set of transactions between the Company and its subsidiaries, as the case may be, and (i) their controlling shareholders; and/or (ii) the Affiliates of the Controlling Shareholders, as defined in the sole paragraph of this Article. The members of the Board of Directors will be assured with the possibility to request an independent evaluation with respect to any transaction described in this item;
(y) declare to be favorable or contrary in relation to any public offering of acquisition of shares whose target are the shares issued by the Company (“PTO”), by means of prior justified opinion, announced within fifteen (15) days of the publication of the invitation for PTO, which shall include at least (i) the convenience and opportunity of the PTO regarding the interest of the Company and of its group of shareholders, including in relation to the price and potential impacts on the liquidity of shares issued by the Company; (ii) the strategic plans announced by the party making the offer in relation to the Company; (iii) alternatives to the acceptance of PTO available in the market; (iv) the repercussions of the public offering of acquisition of shares over the interests of the Company; and (v) other items which the Board of Directors may consider relevant, as well as the information required by the applicable rules established by CVM, as applicable;
(z) define a three-name list of companies specialized in economic evaluation to prepare a valuation report on the Company’s shares, in cases of tender offer for the Company’s deregistering as a publicly held company or the Company’s delisting from Novo Mercado.
(z1) resolve on omissions, subject to the provisions set forth in Novo Mercado Regulation.

Sole Paragraph – For purposes of this article 15, the following capitalized terms will have the meaning attributed to them below:

“Subscription/Acquisition Rights”: means (i) shareholders’ right to subscribe or acquire securities issued by the Company that entitle or may entitle their holders to voting right at general or special Meetings or, also, that enable the subscription or acquisition of securities issued by the Company granting the same right, as well as (ii) the securities referred to herein, including call options, other similar agreements and instruments;

“Subsidiaries”: means the companies (or other forms of entities) in which the Company holds, at any time, directly or indirectly, ownership interests.

“Affiliates of the Controlling Shareholders”: means, in relation to the controlling shareholders of the Company, any person who (a) is controlled, directly or indirectly, by controlling shareholders, or (b) controls, directly or indirectly, the controlling shareholder, or (c) is, directly or indirectly, controlled by any person who controls, directly or indirectly, the controlling shareholder, provided that at least 50% (fifty percent) plus one share of the voting capital stock of such person is held by such controlling shareholder or the Affiliate of the Controlling Shareholders; or (d) group of persons bound by an voting agreement entered into with the controlling shareholder and/or which represents the same interest of the controlling shareholder, and may subscribe and/or acquire shares issued by the Company, or (e) the spouse, companion, dependents included in the annual income tax, ascendants or descendants and relatives up to the third degree of any of them. It will be included, among the examples of persons representing the same interest of the controlling shareholder, any person who (i) is, directly or indirectly, controlled or managed by such controlling shareholder, (ii) controls or manages, in any form, the controlling shareholder, (iii) is, directly or indirectly, controlled or managed by any person who controls or manages, directly or indirectly, such controlling shareholder, (iv) in which such the controlling person of such controlling shareholder holds, directly or indirectly, ownership interests equal to or greater than 30% (thirty percent) of capital stock, (v) in which such controlling shareholder holds, directly or indirectly, ownership interests equal to or greater than 30% (thirty percent) of capital stock, or (vi) holds, directly or indirectly, ownership interests equal to or greater than 30% (thirty percent) of capital stock of the controlling shareholder.

SECTION II – Executive Board

Article 16 – The Executive Board will be comprised by no less than 2 (two) and no more than 5 (five) members, who may or may not be shareholders, residing in Brazil and elected by the Board of Directors. The Executive Board is competent to exercise the acts of social life, in the following terms:

(a) Chief Executive Officer – conduct management of the Company, execute the policy, guidelines and activities related to the corporate purpose of the Company, as instructed by the Board of Directors, ensuring that the resolutions and guidelines established by the Board of Directors are fully complied with;

(b) Financial and Economic and Investors Relations Officer – execute the Company’s policy, guidelines and economic-financial and accounting activities, as instructed by the Board of Directors, as well as provide information to the investing public, the Securities and Exchange Commission, stock exchanges and organized over-the-counter markets in which the Company is registered, and keep the Company’s registration as a publicly-held company updated, in compliance with all legislation and regulations applicable to publicly-held companies. The Investor Relations Officer will be appointed by the Board of Directors as provided for in Article 44 of CVM Instruction No. 480/09;

(c) Administrative Officer – execute the policy, guidelines and the activities of human resources, security, environment and social liability areas, ensuring compliance with the administrative guidelines instructed by the Board of Directors;

(d) Operations Officer – execute the policy, guidelines and operational activities of the Company, as instructed by the Board of Directors, as well as coordinate stowage, loading and unloading of ships and storage of containers and represent, including in the capacity of Legal Officer, before the Customs of the Federal Revenue of Brazil;

(e) Commercial Officer– execute the policy, guidelines and commercial activities, promotion of advertisement, determination of sales policy and promotion of marketing programs, as well as the search for new business opportunities in the market, always according to the instructions provided by the Board of Directors.

Paragraph One – The management term of each Officer is of 2 (two) years, reconduction being allowed.

Paragraph Two – After the end of the management term, the Officers remain in the exercise of their respective positions, until the election and investiture of the new Officers.

Paragraph Three – If any Officer position vacates, the Board of Directors may appoint the substitute member, whose term of office will expire on the same date the terms of office of the other Officers expire.

Paragraph Four – The members of the Board of Directors, up to one third (1/3), at most, may be elected top lace positions at the Executive Board, and cumulatively exercise their duties, except as provided for in the Paragraph One of article 10 hereof.

Paragraph Five – In the event of absence or temporary impairment, the Officers will replace each other, as instructed by the Executive Board.

Article 17 – The Executive Board shall exercise the duties provided by law, in the Bylaws and by the Board of Directors, however special such duties are, provided that under permitted rights, necessary to the regular operation of the Company.

Article 18 – The Executive Board shall, collectively:
(a) perform the tasks assigned to it by the Board of Directors;
(b) prepare the management report, the economic-financial statement for the year, as well as the balance sheets and periodical financial statements;
(c) prepare preliminary drafts of the plan to expand and upgrade the Company;
(d) submit to the Board of Directors the general and special budgets of the Company, including cyclical adjustments, during the current and pluriannual years which such budgets refer to;
(e) approve, to the analysis of the Board of Directors, appointment of effective Senior Management members; and
(f) approve and modify charts and internal regulations.

Article 19 – The Company shall be represented as follows:

(a) by two (2) Officers, jointly;
(b) by any Officer together with an attorney-in-fact appointed in Paragraph 1, within the limits of his/ her term of office;
c) as authorized by the Board of Directors, by two (2) attorneys-in-fact according Paragraph 1, who will have special powers specifically in order to perform the obligations assumed by the Company, related to (i) perform daily payments of the obligations assumed by the Company, through checks, payments orders and electronic transfers, (ii) sign foreign exchange agreements exclusively related to the obligations assumed by the Company; (iii) operate bank accounts, request bank statements and transfer amounts between current accounts held by the Company; (iii) request and remove checkbooks and returned checks; and (iv) sign forms, notices, terms or any other documents before Customs, the Federal Revenues Office and any other governmental and/or private entities, directly or indirectly, in any instance and that regulate or may regulate the activities developed by the Company. The powers of attorney will be valid for no longer than one (1) year and will accurately and fully indicate the powers being granted.
d) by any Officer, individually, without the formalities set forth in this article, in the event of receipt of services or process or judicial notices or personal testimony, in the cases permitted by law, as well by representatives duly appointed, in writing.
e) individually or jointly, by paralegal(s) (forwarders) or employee(s)to practice ordinary acts in suits or proceedings of any nature, pending before direct or indirect federal, state or local government.

Paragraph 1 – Powers of attorney shall always be granted on behalf of the Company by two (2) Officers, and shall have a term of validity not exceeding 12 (twelve) months, except for powers of attorney for the general forum and extrajudicial acts of representation and defense before legal entities, public or private (“ad judicia” and “et extra”), which may be granted for an indeterminate period of validity.

Article 20 – Compensation payable to the officers is global and will be annually established by the General Meeting, which will also establish, as the case may be, the amount of profit sharing of the Executive Board in the Company.

Paragraph One – The amount attributed to “pro-labore” fees paid in twelfths, as well as profit sharing, will be distributed among the Officers, as resolved by the Board of Directors, and consigned, through instrument, at proper book.

Paragraph Two – The work contract of the senior employee, elected by the Board of Directors, to serve as Officer, while in place of his/her position, and will receive the fees and potential profit sharing amounts as established herein.

Article 21 – The meetings of the Executive Board will be called by the Chief Executive Officer, and will be held upon attendance of the majority of its members, whenever necessary to meet corporate interests, provided that such meetings must be previously informed to the Meeting of the Board of Directors resolving on any transaction or set of transactions between the Company and (i) its controlling shareholders; and/or (ii) the Affiliates of the controlling shareholders, as established in item (w) of article 15 hereof.

Paragraph One – Decisions will be made by the Executive Board based on the majority of votes cast by the attending members, and, in the event of tie, the Chief Executive Officer will have the casting vote.

Paragraph Two – The resolutions of the Executive Board shall be contained in the drafts drawn up on its own book.

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