1E9Ct5D

The number of non-voting preferred shares or preferred shares with restricted voting rights may notexceed 50% of the total shares of the company. This rule, however, is only binding on companiesincorporated as of 01 November 2001. Thus, publicly and closely held companies existing prior to thatdate can continue under the former regime, which permits the issuance of up to 2/3 of preferredshares, in relation to the total shares issued by the company. The law regulates the way in which nonvotingpreferred shares shall enjoy this right.For preferred shares issued by closely held companies, the advantages may consist of: (i) priority inthe distribution of fixed or minimum dividends; (ii) priority in the reimbursement of capital, with orwithout a premium, or (iii) the accumulation of the advantages indicated in items (i) and (ii).Additional asset advantages shall be conferred on preferred shares traded on the stock market, incomparison to those conferred on preferred shares issued by closely held companies.As to form, the shares will always be registered.The shares may be freely transferred and assigned without the need of a bylaws amendment,operating through a term entered in the Transfer of Registered Shares book, dated and signed by thetransferor and transferee, or their lawful representatives. However, the corporate bylaws of closelyheld companies may impose limitations on the transfer of shares, as long as they regulate suchlimitations in detail and do not impede their trading or subject any shareholder to the discretion of themanagement bodies of the company or the majority of the shareholders.3.1.7. Mandatory DividendThe corporate bylaws of a S/A shall fix the mandatory dividend to be paid to the shareholders; if thebylaws are imperfect or incomplete in this respect, the shareholders are entitled to receive as amandatory dividend, for each year, the amount determined pursuant to law.3.1.8. Shareholders’ AgreementsShareholders‟ agreements are allowed to deal with such matters as the purchase and sale of shares,the preemptive right to acquire them, the exercise of voting rights or of the control power; however, forsuch agreements to be observed by the company, they must be filed in its registered office.3.1.9. Minority ShareholdersThe protection of minority shareholders is provided for by law, and may be extended throughprovisions in the corporate bylaws and shareholders' agreements.13