1E9Ct5D

Special attention should be given to a reform of the bylaws with the aim of increasing or decreasingthe capital.A capital increase may take place in any of the following ways: a) by capitalization of profits orreserves, which implies the alteration of the par value of the shares or distribution to the shareholdersof the new shares corresponding to the increase; b) by the public or private underwriting of shares. Acondition for this type of increase is that at least ¾ of the capital stock have been paid up. Theshareholders have the preemptive right for the subscription of the increase, in proportion to thenumber of shares held thereby.A capital decrease may occur in one of the following situations: a) loss up to the sum of accumulatedlosses; b) if excessive. In order to protect any creditors, the Law determines that the decrease of anyexcessive amount of the capital will only become effective 60 days after the publication of the AGEminutes that decided same.3.1.11. AdministrationThe administrative bodies of S/As are the Board of Directors (mandatory for publicly held companiesand authorized capital companies) and the Board of Executive Officers. The Board of Directors isresponsible for determining the company’s general business orientation. The Board of ExecutiveOfficers is the company’s executive body, with exclusive responsibility for representing the S/A beforethird parties.The members of the Board of Executive Officers will be individuals residing in the Country, whereasthe Board of Directors may be made up of individuals residing and domiciled abroad also, providedthat they have attorneys-in-fact residing in Brazil, duly empowered to receive summons. The Board ofDirectors shall be composed of at least 3 members, whereas the Board of Executive Officers shall becomposed of at least 2 officers, who may be shareholders or otherwise. Up to 1/3 of the members ofthe Board of Directors may be elected to the Board of Executive Officers.The term of office of administrators may not exceed 3 years, re-election being permitted. The Board ofDirectors is elected and deposable at any time by the Shareholders‟ Meeting and the Board ofExecutive Officers is elected and deposable at any time by the Board of Directors (when there is one)or by the Shareholders‟ Meeting (when there is no Board of Directors). There is no minimum ormaximum limit for the remuneration of administrators.Administrators are not personally liable for the obligations they incur on behalf of the corporation andby virtue of regular management acts. However, they are civilly liable for the losses they cause, whenthey act: I – with fault or fraud or deceit, within their duties or powers; II – with violation of the law or of15