By Laws

CHAPTER I - NAME, SEAT, OBJECT AND DURATION
CHAPTER II - CAPITAL STOCK AND STOCKS
CHAPTER III - MANAGEMENT
     SECTION I - BOARD OF DIRECTORS
     SECTION II - EXECUTIVE BOARD
CHAPTER IV - AUDIT COMMITTEE
CHAPTER V - GENERAL MEETINGS
CHAPTER VI - FISCAL YEAR
CHAPTER VII - DISPOSAL OF THE SHARE CONTROL, CANCELLATION OF THE REGISTRATION AS PUBLICLY HELD COMPANY AND DELISTING FROM NOVO MERCADO
CHAPTER VIII - ARBITRATION
CHAPTER IX - LIQUIDATION, DISSOLUTION AND EXTINGUISHMENT
CHAPTER X - GENERAL PROVISIONS
 

CHAPTER I
NAME, SEAT, OBJECT AND DURATION

ARTICLE 1. OGX PETRÓLEO E GÁS PARTICIPAÇÕES S.A. (hereinafter “Company”) is a publicly-held corporation governed by these Bylaws and by the applicable laws and regulations.

Sole Paragraph. The Company, its shareholders, managers and members of the Audit Committee (if installed on a permanent basis) and any other existing advisory bodies are also subject to the provisions of the Listing Regulations of Novo Mercado, a segment of the São Paulo Stock Market (BOVESPA).

ARTICLE 2. The Company’s principal place of business is in the city of Rio de Janeiro, state of Rio de Janeiro, at Praia do Flamengo, No. 14 – 7th floor, part, Flamengo, CEP 22.210-030.

ARTICLE 3. The Company’s objective is the (a) exploitation, production and marketing of petroleum and its by-products, natural gas and other fluid hydrocarbons, especially in the geographic areas licensed by the National Petroleum, Natural Gas and Biofuel Agency (Agência Nacional do Petróleo, Gás Natural e Biocombustíveis – “ANP”), (b) rendering of technical services and other services in the petroleum and natural gas industry, and (c) holding of a corporate interest in other companies materially engaged in the same business as the Company, whether as a partner or shareholder or by means of other forms of association with or without legal veil, as well as to hold an interest in the capital stock of OGX PETRÓLEO E GÁS LTDA., a limited liability company duly incorporated pursuant to the laws of Brazil, enrolled at the National Register of Legal Entities of the Ministry of Finance (“CNPJ/MF”) under number 08.926.3020001-05.

ARTICLE 4. The Company shall exist for an indefinite period of time.

Sole Paragraph. The Company may organize, shutdown and change the address of any branches, agencies, warehouses, offices and other premises and Brazil or abroad, upon a resolution of the Board of Directors.

CHAPTER II
CAPITAL STOCK AND STOCKS

ARTICLE 5. The Company’s capital stock is equal to R$9.037.626.965,79 (nine billion, thirty-seven million, six hundred and twenty-six thousand, nine hundred and sixty-five reais and seventy nine cents) divided into 3,232,288,300 (Three billion, two hundred and thirty-two million, two hundred and eighty-eight thousand and three hundred) shares, non-par, nominative common stocks in book-entry form.

Paragraph One. Each common stock entitles its holder to one vote in the resolutions of the General Meeting.

Paragraph Two. The Company may not issue preferred shares or founders’ shares.

Paragraph Three. All of the Company’s stocks are registered and kept in an escrow account at a financial institution authorized by the Brazilian Securities’ Commission (hereinafter “CVM”) on behalf of its holders, without the issuance of certificates. The cost related to transfer and annotation, as well as the cost of the service of book entry shares may be charged directly to the shareholders by the financial institution that renders the book-entry share service, as stipulated by the Share Register Maintenance Contract.

Paragraph Four. The Company may issue simple debentures or debentures convertible into common shares upon a resolution of its Board of Directors and, if convertible into shares, with due regard for the authorized capital.

Paragraph Five. The capital increases may be resolved with the exclusion of the right of first refusal of the shareholders to the subscription of new securities issued by the Company, in the hypothesis provided for in article 172 of Law No. 6,404 of December 15th, 1976 (the “Corporation Law”) and such increases may be pursued by means of a public or private subscription of shares, conversion of debentures or incorporation of reserves, the funds to be capitalized by means of the modalities considered acceptable by law.

Paragraph Six. The payment of dividends and the distribution of shares as a consequence of capital increases, as the case may be, shall be pursued no later than sixty (60) days counting from the declaration thereof, in relation to the former, and counting from the publication of the corresponding minutes pursuant to law, in relation to the latter, unless in case a general meeting, in relation to the dividend, resolves that the payment thereof should be pursued within a longer period, which shall fall in the same financial year as that of its declaration.

ARTICLE 6. Irrespective of a decision by the general meeting to this effect, the company is authorized to increase its capital by ten billion Reais (R$10,000,000,000.00) upon a resolution of the Board of Directors, which shall stipulate the number of common shares to be issued, the issue price and the conditions of the subscription, payment and placement.

Paragraph One. The Board of Directors may approve the issue of new shares without the right of preference to former shareholders if the placement is pursued by means of a sale in the stock market, public subscription or swap of shares in a public hostile bid.

Paragraph Two. The Company may, as a consequence of a decision of the General Meeting and up to the limit of the authorized capital set forth in this article and pursuant to one or more plans approved by the General Meeting, extend to its managers and employees and to persons rendering services the Company, as well as to the managers and employees of other companies directly or indirectly controlled by the Company, the option to purchase or subscribe shares of the Company, without the right of first refusal to the shareholders.

Paragraph Three. The Company’s authorized capital shall be periodically adjusted by the General Meeting in order to allow the exercise of any outstanding subscription warrants.

CHAPTER III
MANAGEMENT

Article 7. The Company’s management shall be exercised by the Board of Directors and pursued Executive Board pursuant to law and these Bylaws.

Sole Paragraph. The General Meeting of the Company’s shareholders or its Board of Directors, as the case may be, may create the advisory bodies intended to advise the managers and deemed necessary for the perfect operation of the Company.

SECTION I
BOARD OF DIRECTORS

ARTICLE 8. The Board of Directors shall consist of at least five (5) and at most eleven (11) members, all shareholders elected by the General Meeting for a unified term of office of one (1) year, with reelection being permitted. The board members shall be vested in their positions upon the execution of the Instrument of Consent of the Managers mentioned in the Listing Regulation of the so-called Novo Mercado, without adverse effects to the other legal requirements.

Paragraph One. At least twenty per cent (20%) of the members of the Board of Directors such shall be independent board members, which condition shall be expressly declared in the minutes of the General Meeting that elects them. Whenever a fractional number of board members results from the observance of this percentage, this number shall be rounded up: (i) to the immediately succeeding integer number, whenever the fraction is equal to or greater than zero point five (0.5); or (ii) to the immediately preceding integer number, whenever the fraction is smaller than zero point five (0.5).

Paragraph Two. For the purposes of the provisions of this article, independent board members shall be defined as any board member that (i) is not related to the Company in any manner whatsoever, except for the fact that the board member holds a corporate interest in the company; (ii) is not a controlling shareholder, spouse, relative up to the second degree of kinship of the former or is not, nor has not been, in the past three (3) years, related to a company or entity related to the controlling shareholder (individuals related to public educational and/or research institutions are excluded from this restriction); (iii) in the past three years, was not an employee or executive officer of the Company, the controlling shareholder or company controlled by the Company; (iv) is not a supplier or purchaser, whether direct or indirect, of the Company’s services and/or products, to such an extent that entails loss of independence; (v) is not an employee or manager of a company or entity that offers services and/or products to the Company or receives such services and/or products from it ; (vi) is not a spouse or relative up to the second degree of kinship of any of the Company’s managers; and (vii) does not receive any remuneration from the Company other than the remuneration as board member (proceeds in cash deriving from the interest held in the capital stock are excluded from this restriction). Board members elected pursuant to the provisions of paragraphs four and five of the Corporation Law shall also be considered independent board members.

Paragraph Three. In case of a permanent vacancy of the position as member of the Company’s Board of Directors, its chairman shall, within fifteen (15) days, convene a General Meeting to elect any members to fulfill the vacant positions.

Paragraph Four. Pursuant to law and to these Bylaws, upon completion of the term of office, the board members shall remain in office until their substitutes take office.

ARTICLE 9. The Board of Directors shall consist of: a) one (1) Chairman, who will convene and chair the meetings; and b) one (1) Vice Chairman, who shall replace the chairman in case of impairment and absence. In case of temporary impairment or absence of the Chairman and Vice Chairman of the Board of Directors, the duties of the Chairman shall be exercised by another member of the Board of Directors appointed by the Chairman.

ARTICLE 10. The Ordinary Meeting of the board of directors shall take place on a quarterly basis and the extraordinary meeting of the Board of Directors shall take place whenever necessary, upon the presence of half of its members, at least, convened by the Chairman, or the majority of the board members.

Paragraph One. The meetings shall be called by means of a written notice issued with a prior notice of at least seven (7) days, the notice to contain the place, date and time of the meeting, as well as a summary of the agenda. On an urgent basis, the meetings of the Board of Directors may be called by its Chairman without regard for this term, provided that all other members of the Board of Directors are unequivocally informed about it. The notifications shall be made by letter against notice of receipt, fax or any other means, electronic or otherwise, that allows proof of receipt.

Paragraph Two. Meetings may be held by means of conference calls or video conferences, which may be recorded and erased. Any individuals who participate in such meetings shall be considered personally present to the meeting and such attendance will be considered for purposes of determination of the quorum necessary for installation and passing of resolution of the meetings. In this case, the members of the Board of Directors remotely attending the meeting of the board may cast their votes, on the date of the meeting, by letter or fax or digitally certified e-mail. The votes cast by board members remotely attending the meeting shall be reflected in the Register of Minutes of the Board of Directors, the copy of the letter, fax or e-mail, as the case may be, containing the vote of the board member, to be attached to the register immediately after the transcription of the minutes.

Paragraph Three. In case the necessary quorum for installation of any duly convened meeting of the Board of Directors cannot be reached, the board members attending the abovementioned meeting may adjourn it and the meeting so adjourned shall be reconvened by the Chairman of the Board of Directors or by any other board member present at the abovementioned meeting upon delivery of a written notice with a minimum prior notice of three (3) business days to each board member, according to the provisions of these Bylaws, of the applicable law and as may be regulated by the shareholders’ agreement executed between the shareholders and duly filed at the Company’s principal place of business.

Paragraph Four. The call provided for in the previous paragraphs will be dismissed whenever all acting members of the Board of Directors are present to the meeting.

Paragraph Five. The presence of the majority of its acting members will be necessary so that the meetings of the Board of Directors may be convened and make valid resolutions. In this regard, any member who sends his/her/its vote in writing will be considered present to the meeting.

Paragraph Six. The Board of Directors shall pass resolutions upon the majority of the votes. The Chairman of the Board shall have the casting vote.

Paragraph Seven. The minutes of the meetings of the Board of Directors that elects, dismisses, appoints or stipulates the duties of the Executive Officers, as well as the ones involving matters intended to produce effects before third parties shall be filed at the Board of Trade of the State of Rio de Janeiro and published in the local press, an identical procedure to be adopted for acts of any other nature whenever deemed expedient by the Board of Directors.

ARTICLE 11. In case of vacancy in the position of board member, the Board of Directors shall be responsible for electing a substitute, who will occupy this position until the next General Meeting.

Paragraph One. In case of vacancy of the majority of the members of the Board of Directors, a General Meeting of shareholders will be convened to fulfill the positions.

Paragraph Two. In case of temporary absence or impairment, the temporarily absent or impaired board member shall appoint a representative amongst the members of the Board of Directors.

Paragraph Three. In the hypotheses of vacancy, absence or temporary impairment provided for in this article, the substitute or representative will act on his own behalf and on behalf of the board member replaced or represented, even for purposes of casting of votes in the meetings of the Board of Directors.

ARTICLE 12. The overall remuneration of the members of the Board of Directors will be annually stipulated by the General Meeting which will also, as the case may be, homologate the amount and percentage participation assigned to them in the profit, with due regard for the limit provided for by paragraph 1, article 152 of the Corporation Law. The Board of Directors shall distribute such remuneration among its members in a meeting convened to resolve on such matter.

ARTICLE 13. The following are duties of the Board of Directors:

(i) To set forth the objectives, policy and general direction of the Company’s business;

(ii) To convene the ordinary general meeting and, when necessary, the extraordinary general meeting;

(iii) To appoint and remove the Company’s executive officers and stipulate their duties;

(iv) To previously express its opinion about the Management Report, accounts of the Executive Board and financial statements of the relevant financial year;

(v) To inspect the management acts of the Executive Officers;

(vi) To examine the Company’s acts, books, documents and agreements;

(vii) To resolve on the issuance of subscription warrants;

(viii) To resolve on the increase of the Company’s capital stock up to the limit provided for in these Bylaws, and stipulate the conditions for issuance and placement of shares;

(ix) To resolve on the issuance of trade acceptance bills for public subscription, pursuant to the terms of Resolution No.1723/90 of the National Monetary Council;

(x) To resolve on the exclusion of the right of first refusal of shareholders in the subscription of new securities the issued by the Company in the hypotheses provided for by article 172 of the Corporation Law;

(xi) To submit to the General Meeting the destination of the net profits of the financial year;

(xii) To elect and remove independent auditors;

(xiii) To authorize the purchase of the Company’s shares, with a view to keeping them in treasury or canceling them, pursuant to law and the prevailing regulatory provisions;

(xiv) To individually allocate among board members and executive officers the annual overall remuneration of the management stipulated by the General Meeting;

(xv) To commence or settle any material dispute;

(xvi) To approve or offer guarantees on behalf of the Company to the benefit of any third parties, except for guarantees offered for obligations assumed by its subsidiaries (which do not require the prior approval of the Board of Directors);

(xvii) To enter into any transactions or a series of transactions with a legal entity related to the Company, any of its subsidiaries or any of its shareholders and associated companies; and

(xviii) To approve any of the matters provided for above as regards any companies directly or indirectly controlled by the Company and its subsidiaries and in relation to the exercise of voting rights in companies controlled or not by the Company or its subsidiaries.

SECTION II
EXECUTIVE BOARD

ARTICLE 14. The Executive Board consists of at least three (3) and at most nine (9) members, shareholders or not, all residing in the country and elected by the Company’s Board of Directors, the executive officers being the following ones: one (1) Chief Executive Officer, one (1) Chief Financial Officer, who shall also act as Investor Relations Officer, one (1) Exploration and Production Officer and any others officers as appointed and designated by the Board of Directors at the time of their election. The Company’s Executive Officers shall have the following duties:

(a) The Chief Executive Officer will be responsible for the management and administration of the Company’s business, particularly: (i) to cause these Bylaws and the resolutions of the Board of Directors and general meeting to be complied with; (ii) to annually submit to the Board of Directors, for perusal, the Management Report and accounts of the Board of Directors, together with the Independent Auditors’ Report, as well as the proposal for allocation of the profits of the preceding fiscal year; (iii) to elaborate and suggest, to the Board of Directors, the annual and multi annual budget, strategic plans, expansion projects and investment programs; and (iv) to carry out and coordinate the activities of the Executive Officers in the scope of the duties and responsibilities set forth for the relevant Executive Officers by the Board of Directors and these Bylaws, and convene and chair the meetings of the Executive Board.

(b) The Chief Financial Officer will be responsible for: (i) assisting the Chief Executive Officer and his/her duties; (ii) coordinating and directing financial related activities carried out by the Company; (iii) coordinating and supervising the performance and results of the financial areas according to the goals set forth; (iv) optimizing and managing information and economic – financial results of the Company; (v) administering and investing financial resources, the operating and nonoperating income; (vi) controlling the compliance of financial commitments as regards the legal, administrative, budgetary, fiscal and contractual requirements of any transactions, interacting with the company’s bodies and related parties; (vii) coordinating the implementation of financial systems and managerial information; (viii) promoting studies and suggesting alternatives for the company’s economic – financial balance; (ix) elaborating the company’s financial statements; (x) undertaking responsibility for the Company’s accounting to meet the legal provisions; (xi) exercising all other duties or attributions from time to time stipulated by the chief executive officer; and (xii) exercising the duties as Investor Relations Officer of the Company, acting as its legal representative before the securities’ markets, the Brazilian Securities’ Commission and stock markets, pursuant and for the purposes of the applicable legislation published by CVM;

(c) It is the duty of the Exploration and Production Officer: (i) to assist the Chief Executive Officer in his/her duties; and (ii) to coordinate the performance of the operations and investments approved by the Board of Directors;

(d) The Executive Officers shall carry out the duties assigned to each of them as stipulated by the Board of Directors. The Executive Officers may accumulate positions and not have specific designation, as resolved by the Board of Directors.

Paragraph One. The Executive Officers shall be elected by the Board of Directors for a term of office of one (1) year, with reelection being permitted. The Executive Officers shall be vested in their positions, however, subject to the execution of the Instrument of Consent by the managers mentioned in the Listing Regulation of Novo Mercado, a segment of BOVESPA, without adverse effects to the other legal requirements.

Paragraph Two. Upon completion of the term of office, the executive officers shall remain in their positions until the new Executive Officers are elected and take office.

Paragraph Three. In case of vacancy in the Executive Board, the abovementioned vacancy shall be fulfilled by the Board of Directors, with a meeting of the board of directors to be convened to elect the substitute within fifteen (15) days from the date of occurrence of the vacancy at issue, the term of office of the substitute to expire at the same time as that of the other Executive Officers.

Paragraph Four. No more than 1/3 of the members of the Board of Directors may be elected to occupy positions in the Executive Board and exercise cumulative duties. In this hypothesis, the ad honorem board member and executive officer may choose whether he/she will be receive his/her remuneration as a board member or executive officer.

Paragraph Five. In case of temporary absence or impairment, the Executive Officers will replace one another, as designated by the Executive Board.

ARTICLE 15. All meetings of the Executive Board shall be held in Brazil, at any time as requested by any of its members or as required by the Company’s business and activities. Such meetings shall be convened by the Chief Executive Officer upon delivery of a written notice with a minimum prior notice of two (2) business days to each executive officer, such notice to contain a description of the matters to be discussed and the date, place and time of the meeting. The minutes of each meeting of the executive board shall be transcribed in the Book of Minutes of the Executive Board and copies of such minutes shall be delivered to all Executive Officers and to the Board of Directors.

ARTICLE 16. The presence of the majority of the executive officers personally present shall constitute the quorum for installation of any duly convened meeting of the Executive Board. All matters submitted to the Executive Board shall be decided by the affirmative vote of the majority of the board members and, in case of a tie, the Chief Executive Officer shall have the casting vote.

ARTICLE 17. It is the duty of the Executive Board to carry out the attributions assigned to it by law, by these Bylaws and by the Board of Directors to practice any acts, however special, provided that permitted by law, necessary for the regular operation of the Company.

ARTICLE 18. The Executive Board shall have the following duties:

(i) To carry out the works specified by the Board of Directors;

(ii) To elaborate, on an annual basis, the management report, the annual economic – financial statement, as well as balance sheets, as requested by the Board of Directors;

(iii) To enter into agreements, acquire rights and assume obligations of any nature, enter into loans and offer guarantees in the best interest of the Company and its subsidiaries, open and operate bank accounts, issue and endorse checks and promissory notes, issue and endorse trade acceptance bills and bills of exchange, endorse warrants, warehouse receipts, bills of lading, hire and dismiss employees, receive and give release, compromise, waive any rights, relinquish, execute instruments of liability, perform all management acts necessary for the pursuance of the Company’s objectives, vote on behalf of the Company in the General Meetings of companies in which the Company holds an interest, as previously instructed by the Board of Directors, have the accounting record of all operations and transactions carried out by the Company to be duly elaborated, purchase and maintain, with a renowned insurance company, proper insurance covering all of the Company’s assets liable to being insured;

(iv) To elaborate, on an annual basis, the Management Report, the accounts of the Executive Board and annual financial statements, among the periodical and occasional information to be rendered, as per the Listing Regulation of Novo Mercado of Bovespa, as well as to submit, after the opinion of the Board of Directors and Audit Committee, if permanently installed, the financial statements required by law and the proposal for allocation of the results of the financial year

(v) To elaborate draft plans for purposes of expansion and modernization of the Company;

(vi) To submit the company’s general budget and special budgets to the board of directors, including the possible adjustments, throughout the annual and multi annual periods referred to by the members;

(vii) To approve and modify organization charts and internal regulations.

ARTICLE 19. The active and passive representation of the Company in any acts, contracts and operations that entail liability for the Company is a private duty of the Chief Executive Officer, acting separately, or two (2) Executive Officers, acting jointly. The plenary Executive Board may, however, authorize only one (1) Executive Officer to represent the Company.

Sole paragraph. The Company shall be represented by any Executive Officer, separately, without the formalities provided for in this article in case of judicial summons or notifications and to render personal depositions and, in the hypothesis permitted by law, it will be represented by appointed delegates, on a case by case basis, by letter.

ARTICLE 20. With due regard for the limits of their attributions, two (2) Executive Officers may appoint attorneys or proxies to, together with one (1) Executive Officer or another regularly retained attorney, as stipulated in the corresponding document, represent the Company in the legal practice of acts and assumption of obligations on behalf of the Company. The powers of attorney shall accurately and thoroughly reflect the powers granted.

Sole paragraph. Notwithstanding the provisions above, with regard to any matter to be approved by the general meeting or by the Board of Directors pursuant to the terms of these Bylaws, the applicable law and the shareholders’ agreement executed between the shareholders and duly filed at the company’s principal place of business, the abovementioned Executive Officers may only grant the powers authorized by the General Meeting or Board of Directors, as the case may be.

ARTICLE 21. The overall remuneration of the Executive Officers shall be annually fixed by the General Meeting which shall also fix, as the case may be, the amount and percentage participation of the Executive Board in the Company’s profit, with due regard for the limit provided for in paragraph 1 of article 152 of the Corporation Law.

Paragraph One. The funds for the compensation payable to the senior management, as well as the funds payable for participation shall be apportioned between the Executive Officers, upon a resolution of the Board of Directors reflected in the proper book by means of the applicable document.

Paragraph Two. The employment agreement of any employee elected by the Board of Directors for the position of Executive Officer shall be suspended and the executive officer will receive fees and a possible participation in the profits as set forth in these Bylaws, with reinstatement in the position previously occupied by the executive officer being guaranteed pursuant to the prevailing corporate legislation.

ARTICLE 22. The Executive Board shall meet whenever necessary and its meetings shall be presided over by the executive officer then elected.

Paragraph One. The meetings shall, at all times, be convened by the Chief Executive Officer or by any two (2) executive officers. To be convened and pass valid resolutions, the attendance of the majority of the then acting Executive Officers or of two (2) Executive Officers, if there are only two (2) acting executive officers, will be required.

Paragraph Two. The resolutions of the Executive Board shall be reflected in minutes drawn up in the proper book and shall be passed by the majority of the votes.

Paragraph Three. In the temporary absences or impairments of any Executive Officer, the executive officer may appoint a substitute from amongst the other Executive Officers of the Company, such substitute to exercise the duties of the replaced Executive Officer, with all powers, including the voting rights and duties of the replaced Executive Officer.

CHAPTER IV
AUDIT COMMITTEE

ARTICLE 23. The Company shall have an Audit Committee consisting of three (3) acting members and the same number of alternates, such Audit Committee to operate on a non permanent basis. The members of the Audit Committee shall be vested in their positions upon the execution of the Instrument of Consent of Members of the Audit Committee mentioned in the Listing Regulation of Novo Mercado, a segment of Bovespa, without adverse effects to the other legal requirements.

Paragraph One. The members of the Audit Committee must be individuals residing in the country and legally qualified and shall be elected by the General Meeting that resolves on the installation of the body, at the request of shareholders that meet the requirements stipulated in paragraph 2 of article 161 of the Corporation Law, for a term of office to last until the first Ordinary General Meeting held after the election.

Paragraph Two. The members of the Audit Committee shall only be entitled to the remuneration stipulated by the General Meeting during the period of operation of the body and for as long as they actually exercised their duties, with due regard for the provisions of paragraph 3 of article 162 of the Corporation Law.

Paragraph Three. The Audit Committee, when installed, shall have the duties provided for by law, with the assignment of the duties of its members being forbidden.

CHAPTER V
GENERAL MEETINGS

ARTICLE 24. Pursuant to law, the General Meeting of shareholders shall meet:

a) or an ordinary basis, within the first four months after termination of the fiscal year, to:

I – Take the accounts of the managers, discuss and vote the financial statements;

II – Elect the Board of Directors in due time and the Audit Committee, as the case may be;

III – resolve on the allocation of net profits of the fiscal year, if any, and the distribution of dividends, as the case may be;

IV – Stipulate the remuneration of the managers.

b) on an extraordinary basis whenever, legally convened, the Company’s require the manifestation of the shareholders.

ARTICLE 25. The General Meeting shall be convened and chaired by the Chairman of the Board of Directors or, in case of absence or impairment, convened by another board member and chaired by another Chairman elected by the shareholders. The Secretary shall be freely elected by the Chairman of the General Meeting.

ARTICLE 26. The call notices published pursuant to law shall contain, further the place, date and time of the General Meeting, details on the agenda and, in case of amendments to the Bylaws, an indication of the matter.

Sole paragraph. Further to the matters in the scope of its attributions provided for by law and by these Bylaws, the approval of the following matters shall also be part of the duties of the Extraordinary General Meeting:

I – cancellation of the registration as a publicly held company at the Brazilian Securities’ Commission (Comissão de Valores Mobiliários – CVM);

II – delisting of the company from Novo Mercado, a segment of Bovespa;

III – election, from amongst companies previously specified by the Board of Directors, of the specialized company responsible for the determination of the economic value of the Company for purposes of the public offerings provided for in these Bylaws;

IV – plans to extend share purchase options to managers and employees of the company, not including the right of first refusal of shareholders;

V – Approval or completion of any merger, dissolution, liquidation, shutdown, amalgamation, corporate restructuring, recapitalization, spinoff or organization of the Company or any of its subsidiaries, or of any company into the Company, and the incorporation of shares involving the Company or any of its subsidiaries;

VI – Capital increases above the limit of the authorized capital, or issuance of securities that grant equity rights, securities convertible into shares or options, subscription warrants or other rights of acquisition of the Company’s shares;

VII – Approve a voluntary submission of a petition for shutdown, dissolution or liquidation, authorize any petition for bankruptcy or judicial recovery by the company or by any subsidiary;

VIII – Approve the redemption, repurchase or amortization of securities that grant equity rights or securities convertible into the shares issued by the Company or any subsidiary or reduction of the capital of the Company or any of its subsidiaries; and

IX – Approve the transfer, sale, lease, pledge, swap or other form of disposal, whether by means of a single or series of related transactions, of a substantial portion of the Company’s assets or the assets of any of its subsidiaries.

CHAPTER VI
FISCAL YEAR

ARTICLE 27. The fiscal year shall commence on January 1st and end on December 31st, annually.

ARTICLE 28. At the end of each fiscal year, the Executive Board shall cause the balance sheet and other financial statements required by law to be drawn up.

ARTICLE 29. Before any participation, the accrued losses and income tax provision shall be deducted from the result of the fiscal year.

ARTICLE 30. The Board of Directors shall submit to the General Meeting for approval a proposal for the allocation of the balance of the net profits of the fiscal year after the following deductions or increases, which shall be decreasing and observe the order below:

a) five per cent (5%) for the formation of the legal reserve, which shall not exceed twenty per cent (20%) of the capital stock. The formation of the legal reserve may be dismissed in any fiscal year in which its balance, plus the amount of the capital reserves, exceeds thirty per cent (30%) of the capital stock;

b) one hundredth per cent (0.01%) for payment of the minimum mandatory dividend to the shareholders; and

c) The balance of the net profit remaining after the allocation mentioned in items (a) and (b) above shall be allocated in the formation of a statutory reserve, which shall not exceed the value of the capital stock. The purpose of the statutory reserve will be to finance the development, growth and expansion of the Company’s business. After the limits of the profits reserve is achieved, the balance may be distributed to the shareholders as an additional dividend, if approved by the shareholders in the relevant General Meeting of shareholders.

Sole paragraph. The financial statements shall reflect the allocation of the aggregate net profit, assuming the approval thereof by the Ordinary General Meeting.

ARTICLE 31. Upon a decision of the Board of Directors, the Company may draw up interim balance sheets and declare dividends to the account of profits assessed in such balance sheets. The Board of Directors may declare interim dividends to the account of accrued profits or profit reserves existing in the last annual or semiannual balance sheet.

CHAPTER VII
DISPOSAL OF THE SHARE CONTROL, CANCELLATION OF THE REGISTRATION AS PUBLICLY HELD COMPANY AND DELISTING FROM Novo Mercado

ARTICLE 32. The Company shall not report (i) any transfer of shares of the purchaser of the controlling power or to anyone that may hold the controlling power for as long as such person or persons do not subscribe the Instrument of Consent of the Controllers mentioned in the Listing Regulation of Novo Mercado, a segment of Bovespa; or any shareholders’ agreement providing for the exercise of the controlling power if its signatories have not subscribed the abovementioned Instrument of Consent of the Controllers.

ARTICLE 33. The disposal of the Company’s control, whether by means of a single or a series of successive transactions, shall be agreed under a suspensive or resolutory condition that the purchaser undertakes to pursue a public offering for the acquisition of the other shares of the other shareholders in the Company, with due regard for the conditions and timeframes provided for in the prevailing legislation and Listing Regulation of Novo Mercado, a segment of Bovespa, in order to guarantee a treatment equal to that extended to the selling controlling shareholder.

ARTICLE 34. The public offering mentioned in the previous article shall also be pursued (i) in case of the onerous assignment of rights to subscribe for shares and other securities or right relative to convertible securities that may result in the disposal of the Company’s control; or (ii) in case of disposal of the control the power to control the company; in this case, the selling controlling shareholder will be obligated to declare to Bovespa the value assigned to the Company in such disposal and to attach documentation proving such value.

Sole paragraph. Anyone who holds any shares in the Company and acquires the power to control it by means of a private purchase and sale agreement involving any number of shares executed with the controlling shareholder will be obligated to pursue the public offering mentioned in the previous article and reimburse the shareholders from whom such person has purchased shares in the market in the period of six (6) months preceding the date of disposal of the control. In this case, the new holder of the Company’s control shall pay the difference between the price paid to the selling controlling shareholder and the amount paid at the stock market for the Company’s shares in such period, duly updated according to the General Market Price Index calculated by Fundação Getúlio Vargas.

ARTICLE 35. Without adverse effects to the other obligations imposed by law, by the Listing Regulation of Novo Mercado, a segment of Bovespa, or these Bylaws, after the disposal of the Company’s control, the purchaser will be obligated to, as applicable, take all applicable measures to restore the minimum percentage of twenty-five per cent (25%) of the aggregate number of the Company’s outstanding shares within six (6) months following the acquisition of the controlling power.

ARTICLE 36. The cancellation of the Company’s registration as a publicly held company is subject to the pursuance of a public offering for purposes of the acquisition of shares by the controlling shareholder of the Company, as the case may be, for the minimum price corresponding to the economic value of the Company assessed by means of an appraisal report elaborated by a specialized institution or company, with proven expertise and independence as regards the decision-making power of the Company, its managers and controlling shareholder.

Paragraph One. The choice of the specialized institution or company responsible for assessing the economic value of the Company is a private duty of the General Meeting after submission, by the Board of Directors, of a triple list; in this regard, the resolution, not counting blank votes, must be made by the majority of the votes of shareholders representing the Company’s outstanding shares present at the general meeting which, if installed after the first call, shall be attended by shareholders representing at least twenty per cent (20%) of the Company’s then outstanding shares or, if installed after the second call, may be attended by any number of shareholders representing the Company’s outstanding shares. The costs with the elaboration of the abovementioned report, however, shall be fully borne by the offering shareholder.

Paragraph Two. The expert or appraisal company selected by the General Meeting shall submit a supported report containing the indication of the appraisal criteria and comparison elements adopted, supported with documents concerning the assets appraised and shall attend the meeting that acknowledges the report in order to render any information requested. Notwithstanding, the appraiser shall be responsible before the Company, its shareholders and any third parties for any damages caused as a consequence of guilt or malice in the appraisal, without adverse effects to the criminal liability incurred.

ARTICLE 37. The Company made delist from Novo Mercado, a segment of Bovespa, at any time, provided such decision is (i) previously approved by the general meeting; and (ii) informed to Bovespa in writing with a prior notice of thirty (30) days.

Paragraph One. The delisting from Novo Mercado, a segment of Bovespa, shall not entail, for the Company, loss of its condition as a publicly held company registered at Bovespa.

Paragraph Two. The delisting from Novo Mercado, a segment of Bovespa, shall not exempt the Company, its managers and controlling shareholder from complying with the obligations and meeting the requirements deriving from the Participation Agreement in Novo Mercado, the Listing Regulations of Novo Mercado, a segment of Bovespa, the Commitment Clause and the Arbitration Regulation of the Stock Market Arbitration Chamber originated from facts occurring prior to the delisting from Novo Mercado.

Paragraph Three. After delisting from Novo Mercado, a segment of Bovespa, the Company’s securities may not be negotiated in Novo Mercado for a minimum period of two (2) years counting from the date on which the delisting was formalized, unless the Company’s corporate control is disposed after formalization of the abovementioned delisting.

ARTICLE 38. The delisting from Novo Mercado, a segment of Bovespa, so that the shares may be registered outside Novo Mercado obligates the controlling shareholder to pursue a public offering for acquisition of shares pertaining to the other shareholders in the company at an amount equal to, at least, the economic value of such shares, to be assessed as provided for in article 36 of these Bylaws, with due regard for the applicable and regulatory norms. The disclosure of information on the pursuance of the public offering shall be made to Bovespa and to the market immediately after the General Meeting that approved the abovementioned delisting is held.

ARTICLE 39. The delisting from Novo Mercado, a segment of Bovespa, by virtue of the cancellation of the registration as a publicly held company dismisses the approval of the General Meeting; however, the other legal and regulatory applicable procedures should be observed including, without limitation, the public offering provided for by article 36 of these Bylaws.

ARTICLE 40. In the delisting from Novo Mercado, a segment of Bovespa, occurring by virtue of a corporate restructuring in which the company resulting from this restructuring is not classified as holder of the same level of corporate governance, the controlling shareholder must pursue the public offering for the acquisition of shares pertaining to the other shareholders in the company at an amount equal to, at least, the economic value of such shares, to be assessed as provided for by article 36 of these Bylaws, with due regard for the applicable legal and regulatory norms. The disclosure of information on the pursuance of the public offering shall be made to Bovespa and to the market immediately after the General Meeting that approved the abovementioned delisting is held.

ARTICLE 41. For purposes of the provisions of these Bylaws: (i) “controlling shareholder” means the shareholder or group of shareholders bound by a shareholders’ agreement or under common control that exerts the controlling power in the Company; (ii) “selling controlling shareholder” means the controlling shareholder when such shareholder promotes the disposal of the Company’s control; (iii) “company’s outstanding shares” means all shares issued by the company, except for the shares held by the controlling shareholder, by persons related to such controlling shareholder, the company’s management and shares held in treasury; (iv) “disposal of control” means the onerous transfer to third parties of the group of shares that directly or indirectly guarantees to its holder the individual and/or joint exercise of the power to control the Company; (v) “purchaser” means anyone to whom the selling controlling shareholder transfers the power to control the Company; (vi) “power to control” means the power actually used to directly or indirectly, de facto or de jure, direct the corporate activities and the operation of the Company’s bodies. There exists a relative assumption of ownership of control in relation to the person or group of persons bound by a shareholders’ agreement or other common control holding shares that guarantees to them the absolute majority of the votes of the shareholders present in the Company’s last three general meetings, even if such person is not a holder of shares that grants the absolute majority of the voting capital.

CHAPTER VIII
ARBITRATION

ARTICLE 42. The Company, its shareholders, managers and members of the Audit Committee, when installed, undertake to solve, by means of arbitration, any and all disputes or controversies that may arise between them relative to, or deriving from, particularly, the application, effectiveness, effectivity, construction, violation and its effects, of the provisions of the Corporation Law, the Company’s Bylaws, the norms issued by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities’ Commission, as well as any other norms applicable to the operation of the financial market in general, further to the ones reflected in the Listing Regulation in Novo Mercado, the Arbitration Regulation of the Stock Market Arbitration Chamber and the Participation Agreement in Novo Mercado.

CHAPTER IX
LIQUIDATION, DISSOLUTION AND EXTINGUISHMENT

ARTICLE 43. The Company will be liquidated in the case is provided for by law.

Sole paragraph. The Board of Directors shall appoint the liquidator and the general meeting shall establish the form of liquidation and elect the Audit Committee.

CHAPTER X
GENERAL PROVISIONS

ARTICLE 44. The Company may, at any time, with a view to improving its services and become adapted to the new administration techniques, adopt mechanical procedures for issuance and authentication of commercial documents, with due regard for the standards and systems adopted by the prevailing costumes.

ARTICLE 45. The provisions of these Bylaws shall only be effective as of publication of the Notice of Commencement of the first public distribution of shares issued by the Company.