Article 22 – The Company will have a Fiscal Council, on a permanent basis, comprised by at least three (3) and at most five (5) effective members, with the same number of alternates, which will be constituted pursuant to applicable laws.
Paragraph One – The members of the Fiscal Council, who will refer to individuals, resident in Brazil, legally qualified, will be elected by the Annual General Meeting, and will serve up to the first Annual General Meeting to be held after their election, reelection being allowed.
Paragraph Two – Investiture of the members of the Fiscal Council of the Company and respective alternates will be subject to execution of the respective Statement of Investiture, to be prepared in accordance with applicable laws.
Paragraph Three – Compensation of the members of the Fiscal Council shall be annually established by the General Meeting, observing the provision of paragraph 3 of article 162 of the Brazilian Corporate Law.
Paragraph Four – The Fiscal Council shall, without prejudice to other duties attributed to it by virtue of a legal provisions or determination made by the General Meeting:
(a) monitor the management acts, by any of its members, and ensure the compliance with the legal and corporate obligations by management;
(b) issue an opinion on the Annual Management Report, including in its opinion the supplementary information deemed necessary or useful to the General Meeting resolution;
(c) issue an opinion on the proposals provided by the managers to be submitted to the General Meeting relating to changes in capital stock, issuance of debentures or subscription bonus, investment plans or capital budget, distribution of dividends, transformation, incorporation, merger or spin-off;
(d) report, by any of its members, to the management bodies and, in the event these management bodies are not able to undertake the necessary measures to protect the Company’s interests, to the General Meeting, the errors, frauds or crimes detected, as well as suggest measures to address these errors, frauds or crimes;
(e) request the Annual General Meeting, if the management bodies delay such request for more than one month, and the Extraordinary General Meeting, whenever serious or urgent situations are identified, including in the agenda of the Meetings the matters deemed necessary;
(f) analyze, at least quarterly, the trial balance sheet and the other financial statements periodically prepared by the Executive Board;
(g) examine the financial statements of the fiscal year and give an opinion on them; and
(h) perform these duties during the settlement.
Paragraph Five – In order to approve the matters submitted to the Fiscal Council, the favorable vote from the majority of its members will be required.