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or resolution, or who has left a record in writing of his/her dissension shall be exempted fromresponsibility.The directors shall undertake commercial operations with the corporation only in specialcircumstances. They shall not perform, in representation of the company, any operation that iscontrary to company’s objectives.E) CONTROLOne or more internal auditors (syndics) may also be nominated by the annual Assembly to oversee theadministration of the corporation. Internal auditors should be competent regarding the controlentrusted to them by virtue of the bylaws.The bylaws shall establish the time period for which the Internal Auditors shall be appointed, namely amaximum of five years. The trustees should be domiciled in Paraguay and they may be re-elected.The Internal auditor shall oversee the administration and management of the corporation and shallparticipate without vote in the annual Assemblies and meetings of the Board. He/she shall alsooversee accounting records and documents when deemed convenient. Moreover the Internal Auditormust ensure the corporation’s compliance with all the legal obligations and resolutions of theAssembly.F) SHAREHOLDERS’ ASSEMBLYGeneral Assemblies may be Ordinary or Extraordinary and they shall be held at the company’sregistered office.Ordinary Assembly shall be called, each year, by the directors or by the internal auditors, to considerand resolve the following:a) Annual report of the directors, balance, profit and loss account, payment of dividends, reportof the trustee(s) and all other pertinent measures, according to the competency granted byAct and the bylaws, or those submitted to the Board and Trustees’ decision.b) The appointment of Directors and Internal Auditors and the establishment of their fees.c) Responsibility of the board and internal auditors and their replacement.d) Stock issues.Extraordinary Assemblies shall be called by the directors at any time, or by the internal auditor(s)when deemed necessary or convenient, or upon request of shareholders representing five percent(5%) of the capital stock (unless otherwise stipulated by the bylaws) to consider the following:a) Amendment of by-Acts.b) Capital increase or reduction.32Berkemeyer Attorneys and Counselors | Asunción - Paraguay