1E9Ct5D

3.1.10. Shareholders’ MeetingThe Shareholders‟ Meeting is the supreme body of the company, with due regard to the law and anybylaw and contractual provisions.In the first call, the Shareholders‟ Meeting shall convene with the presence of shareholdersrepresenting, at least ¼ of the voting capital. In the second call, it will be called together with anynumber. The voting quorum is, as a general rule, more than half of the voting shares (“maioriaabsoluta”). The voting quorum will be two thirds of the voting capital, in the first call, only when theShareholders’ Meeting is called with the purpose of amending the Bylaws. In the second call, theMeeting will be called with any number.Shareholders‟ Meetings may be annual (AGO) or special (AGE).The AGO has the powers to: (i) receive the administrator accounts and resolve on the financialstatements; (ii) decide on the appropriation of net profits for the year and the distribution of dividends;(iii) elect the administrators and members of the Audit Committee, if applicable. The AGO shall be heldannually, in the first 4 months subsequent to the end of the fiscal year.The AGE has the powers to decide on any other matters brought to the approval of the shareholders,such as: (i) reform the corporate bylaws; (ii) authorize the issue of debentures; (iii) suspend theexercise of shareholder rights; (iv) resolve on the valuation of assets contributed by shareholders forthe formation of the capital stock; (v) authorize the issue of participation certificates; (vi) resolve on thetransformation, merger and spin-off of the company or its absorption into another; (vii) its dissolutionand liquidation, elect and depose liquidators and decide on their accounts; (viii) authorize theadministrators to confess bankruptcy and petition for judicial reorganization.For the voting of the following matters a qualified quorum is necessary (approval of shareholdersrepresenting at least half the voting shares, if a larger quorum is not prescribed by the corporate bylaws):a) creation of preferred shares or increase of existing classes of preferred shares, withoutmaintaining a proportion with the other classes of preferred shares; b) alteration in the preferences,advantages and conditions of the redemption or amortization of one or more classes of preferredshares, or creation of a new more privileged class; c) reduction of the mandatory dividend; d) spin-off,merger by or of the company; e) participation in a group of companies; f) alteration of the corporatepurpose; g) suspension of the state of liquidation of the company; h) creation of participationcertificates and (i) dissolution of the company. The AGE may be held at any time, whenever the needarises.14