Article 23 – The General Shareholders Meeting, in terms of the law, shall meet:
I – Ordinarily: in the first four months, after the end of the fiscal year to:
(a) take the management accounts, review, debate, and approve the financial statements;
(b) elect the members of the Board of Directors in the proper periods and members of the Fiscal Council, when the case may be;
(c) resolve on the destination of the year’s net profit, if any, and the distribution of dividends, when the case may be; e
(d) establish the manager’s compensation.
II- Extraordinarily, whenever the Company’s interests so advise or when requested by the shareholders.
Article 24 – The General Meeting will be called and conducted by the Chairman of the Board of Directors or his/her alternate when he/she is absent, provided that, if the Chairman or his/her alternate are absent, the meeting will be presided by the Vice-President of the Board of Directors or his/her alternate. In the event they are also absent, the shareholders present at the meeting will appoint the Chairman of the Meeting. Board secretary will be freely chosen by the Chairman of the Meeting.
Article 25 – Call notices, published as provided by law, must include, in addition to place, date and time of the Meeting, the detailed agenda, and, in the event of amendment of the Bylaws, the detailed matters.
Article 26 – At the General Meetings, the shareholders must provide, at the Company’s head office, in addition to their identity card, the original or receipt of ownership of shares issued by the Company, or a copy thereof via fax, issued by the depository, within up to two (2) business days prior to the date of the General Meeting. The shareholders represented by attorneys-in-fact must provide their powers of shares issued by the Company, provided, however, that only original powers of attorney will be accepted.
Article 27 – Without prejudice to the matters provided by law, delisting from Novo Mercado will depend upon approval from the General Meeting, as provided for in Section XI of Novo Mercado Regulation.