Minutes of the Extraordinary General Shareholders' Meeting 08.13.2013

7/30/2019 Minutes of the Extraordinary General Shareholders' Meeting 08.13.2013

1/25

MPX ENERGIA S.A.

CNPJ/MF (Taxpayer Registration Number): 04.423.567/0001-21NIRE (Company Registration Number): 33.3.0028402-8

(Publicly Held Company)

MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON

AUGUST 12TH, 2013

I. DATE, TIME AND PLACE: On August 12th, 2013, at 11 a.m., at Praia do

Flamengo, n 66, 9th

floor, Rio de Janeiro RJ.

II. CALL:Call notices published in Dirio Oficial do Estado do Rio de Janeiro, on July

24th, 29thand 30th, 2013 (pages 03, 03 e 09 respectively) and in Dirio Mercantil on

July 24th, 29thand 30th, 2013 (pages 03, 02 e 02, respectively), in accordance with the

provisions of Article 124, item II of Law 6.404/76, as amended.

III. ATTENDANCE:Shareholders representing more than 2/3 of the voting capital of

MPX Energia S.A. (Company), pursuant to the Shareholders Attendance Book, as

well as Mr. Alexandre Americano, Officer of MPX. Once the required quorum was

confirmed, the Meeting was declared to have been legally convened.

IV. CHAIR:In accordance with Article 26, Paragraph One of the Companys Bylaws

and with Article 128 of Law 6.404/76, the attending shareholders unanimously and

without reservations chose Mr. Alexandre Americano to act as chairman of the Meeting

who, in turn, invited Ms. Julia Caulliraux Martinelli to carry out the duties of Secretary.

V. AGENDA:(i)Approve amendment to the Company Bylaws; and (ii)Elect new

member of the Companys Board of Directors.

VI. RESOLUTIONS:The shareholders resolved to:

(i) Approve, unanimously, the amendment and consolidation of the Companys

Bylaws, as attached as Annex I hereto.


2/25

(ii) By majority, abstentions duly noted, approve the election of Mr. Luiz do Amaral de

Frana Pereira, for a period of two (2) years until the date of the Companys Ordinary

General Meeting in 2015. The Board of Directors of the Company shall have the

following composition:

- ELIEZER BATISTA DA SILVA, Brazilian, married, engineer, ID card n. 02.314.419-

9 (IFP/RJ), enrolled with the Taxpayers Registration under n. 607.460.507 -63,

residing and domiciled in the City and State of Rio de Janeiro, with offices at Praa

Mahatma Gandhi 14, 23rd floor, as Member of the Board of Directors;

- LUIZ DO AMARAL DE FRANA PEREIRA, Brazilian, married, civil engineer, IDcard n. 02.849.359-1 (IFP/RJ), enrolled with the Taxpayers Registration under n.

014.707.017-15, residing and domiciled in the City and State of Rio de Janeiro, with

offices at Praa Mahatma Gandhi 14, 23rd floor, as Member of the Board of Directors;

- CHRISTOPHER DAVID MEYN, American, married, economist, ID card n. RNE V

289.720-1 issued by (CIMCRE/CGPNAF), enrolled with the Taxpayers Registration

under n. 056.084.127-29, residing and domiciled in the City and State of Rio de

Janeiro, with offices at Avenida Ataulfo de Paiva 1110, 7th floor, part, as Independent

Member of the Board of Directors (as such term is defined in the Listing Regulations of

the Novo Mercado of BM&FBovespa);

- JOS LUIZ ALQURES, Brazilian, married, engineer, ID card n 1.688.939-IFP/RJ

and enrolled with the Taxpayers Registration under n 027.190.707-00, residing and

domiciled in the City and State of So Paulo, at Alameda Lorena, n 1160/92, as

Independent Member of the Board of Directors (as such term is defined in the Listing

Regulations of the Novo Mercado of BM&FBovespa);

- RICARDO LUIZ DE SOUZA RAMOS, Brazilian, married, mechanical engineer, ID

card n. 04.414.139-8 (SSP/RJ), enrolled with the Taxpayers Registration under n.

804.112.237-04, residing and domiciled in the City and State of Rio de Janeiro, with

offices at Av. Chile 100, 9th floor, Centro, City and State of Rio de Janeiro, as Member

of the Board of Directors;


3/25

- STEIN DALE, Norwegian citizen, married, business administrator, passport n.

28605707, domiciled in E.ON Platz 1, 40479, Dsseldorf, as Member of the Board of

Directors;

- JRGEN KILDAHL,,Norwegian citizen, married, economist, passport n 25045060,

domiciled in E.ON Platz 1, 40479, Dsseldorf, as the Chairman of the Board of

Directors;

- KEITH PLOWMAN,, British citizen, married, economist, passport n 801463073,

domiciled in E.ON Platz 1, 40479, Dsseldorf, as Member of the Board of Directors.

The Chairman of the Shareholders Meeting informed that he had obtained from the

member of the Board of Directors herein elected confirmation that he has not incurred

any of the crimes set forth in applicable law, that would prohibit such persons from

carrying out commercial activities, especially those set forth in article 147 da Law

6,404/76, regulated by the CVM.

VII. RECORDING OF THE MINUTES: The recording of these minutes in summary

form was approved, pursuant to paragraphs one and two of article 130 of Law 6,404,

dated December 15, 1976, and publication of the Minutes with omission of the

signatures of the shareholders was authorized.

VIII. CLOSING:As there was nothing further to be discussed, the Meeting was closed

after drafting of these Minutes, which were read, approved and signed by all attending

shareholders. Signatures: Chair: Alexandre Americano, Chairman and Julia Caulliraux

Martinelli, Secretary.

IX.ATTENDING SHAREHOLDERS: EIKE FUHRKEN BATISTA (p. p. Adriano Castello

Branco); CENTENNIAL ASSET MINING FUND LLC (p. p. Adriano Castello Branco);

CENTENNIAL ASSET BRAZILIAN EQUITY FUND LLC (p. p. Adriano Castello Branco); DD

BRASIL HOLDINGS S..R.L (p.p. rico Lopes Tonussi); ALEXANDRE AMERICANO;

RARE INFRASTRUCTURE VALUE FUND HEDGED; RARE INFRASTRUCTURE VALUE

FUND UNHEDGED; RARE SERIES EMERGING MARKETS INFRASTRUCTURE FUND

HEDGED; ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND; ALASKA

PERMANET FUND; BELLSOUTH CORPORATION RFA VEBA TRUST; BEST INVESTMENT

CORPORATION; BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND;


4/25

BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A.; CAISSE DE DEPOT ET

PLACEMENT DU QUEBEC; CF DV EMERGING MARKETS STOCK INDEX FUND; CITY OF

NEW YORK GROUP TRUST; COLLEGE RETIREMENT EQUITIES FUND; DOMINION

RESOURCES, INC. MASTER TRUST; EATON VANCE PARAMETRIC STRUCTURED

EMERGING MARKETS FUND; EATON VANCE PARAMETRIC TAX-MANAGED EMERGING

MARKETS FUND; EMERGING MARKETS EQUITY INDEX MASTER FUND; EMERGING

MARKETS EQUITY INDEX PLUS FUND; EMERGING MARKETS EQUITY TRUST 4;

EMERGING MARKETS EX-CONTROVERSIAL WEAPONS EQUITY INDEX FUND B;

EMERGING MARKETS INDEX NON-LENDABLE FUND; EMERGING MARKETS INDEX

NON-LENDABLE FUND B; EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND;

EMERGING MARKETS PLUS SERIES OF BLACKROCK QUANTITATIVE PARTNERS, L.P.;

EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND; FIDELITY SALEM STREET

TRUST: FIDELITY SERIES GLOBAL EX U.S. INDEX FUND; FIDELITY SALEM STREET

TRUST: SPARTAN EMERGING MARKETS INDEX FUND; FIDELITY SALEM STREET

TRUST: SPARTAN GLOBAL EX U.S. INDEX FUND; FORD MOTOR COMPANY DEFINED

BENEFIT MASTER TRUST; HAND COMPOSITE EMPLOYEE BENEFIT TRUST; ISHARES III

PUBLIC LIMITED COMPANY; ISHARES MSCI BRAZIL (FREE) INDEX FUND; ISHARES

MSCI BRIC INDEX FUND; ISHARES PUBLIC LIMITED COMPANY; JOHN HANCOCK

FUNDS II STRATEGIC EQUITY ALLOCATION FUND; JOHN HANCOCK VARIABLE

INSURANCE TRUST INTERNATIONAL EQUITY INDEX TRUST B; LVIP BLAROCK

EMERGING MARKETS INDEX RPM FUND; MANAGED PENSION FUNDS LIMITED;

MELLON BANK N.A. EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN;

MICROSOFT GLOBAL FINANCE; MINISTRY OF STRATEGY AND FINANCE; MONEDA

ABSOLUTE RETURN FUND LTD; MONEDA LATIN AMERICAN SMALL CAP FUND

(CAYMAN) LTD; MONEDA S.A. AFI PARA MONEDA SMALL CAP LATINOAMERICA FONDO

DE INVERSION; NATIONAL COUNCIL FOR SOCIAL SECURITY FUND; NATIONAL

COUNCIL FOR SOCIAL SECURITY FUND; NATIONAL PENSION SERVICE; NEW YORK

STATE TEACHERS RETIREMENT SYSTEM; NEW ZEALAND SUPERANNUATION FUND;

NORTHERN TRUST INVESTMENT FUNDS PLC; NAV CANADA PENSION PLAN;

NORTHERN TRUST UCITS COMMON CONTRACTUAL FUND; NZAM EM8 EQUITY

PASSIVE FUND; PANAGORA GROUP TRUST; PARAMETRIC STRUCTURED ABSOLUTE

RETURN PORTSOLIO; PICTET EMERGING MARKETS INDEX; PICTEC FUNDS S.A. RE:

PI(CH)-EMERGING MARKETS TRACKER; PUBLIC EMPLOYEE RETIREMENT SYSTEM OF

IDAHO; PUBLIC EMPLOYEE RETIREMENT SYSTEM OF OHIO; PYRAMIS GLOBAL EX U.S.

INDEX FUND LP; RARE INFRASTRUCTURE GLOBAL VALUE FUND L.P.REGIME DE

RETRATE DU PERSONNEL DES CPE ET DES GARDERIES PRIVEES CONVENTIONNEESDU QUEBEC; RENAISSANCE GLOBAL INFRASTRUCTURE FUND; SSGA MSCI BRASIL


5/25

INDEX NON-LENDING QP COMMON TRUST FUND; STATE OF CALIFORNIA PUBLIC

EMPLOYEES RETIREMENT SYSTEM; STATE OF CALIFORNIA PUBLIC EMPLOYEES

RETIREMENT SYSTEM; STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT

SYSTEM; TEACHER RETIREMENT SUSTEM OF TEXAS; THE SEVENTH SWEDISH

NATIONAL PENSION FUND AP 7 EQUITY FUND; TIAA CREF FUNDS TIAA-CREF

EMERGING MARKETS EQUITY INDEX FUND; UPS GROUP TRUST; VANGUARD

EMERGING MARKETS STOCK INDEX FUND; VANGUARD FUNDS PUBLIC LIMITED

COMPANY; VANGUARD TOTAL WORLD STOCK INDEX FUND; VERIZON MASTER

SAVINGS TRUST; FLEXSHARES MORNINGSTAR EMERGING MARKETS FACTOR TILT

INDEX FUND; JNL/MELLON CAPITAL MANAGEMENT EMERGING MARKETS INDEX

FUND; SBC MASTER PENSION TRUST; STATE OF NEW MEXICO STATE INVESTMENT

COUNCIL; STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL;

TEACHERS RETIREMENT SUSTEM OF THE STATE OF ILLINOIS; THE BOEING COMPANY

EMPLOYEE RETIREMENT PLANS MASTER TRUST; VANGUARD INVESTMENT SERIES,

PLC; VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND; VANGUARD FTSE ALL-

WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY

INDEX FUNDS; NORGES BANK; AMUNDI ACTIONS EMERGENTS; FDA 21; GRD 21;

AMUNDI FUNDS; STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS

FOR TAX EXEMPT RETIREMENT PLANS; STATE STREET EMERGING MARKETS; THE

BANK OF KOREA; COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES

RETIREMENT SYSTEM; COMMONWEALTH SUPERNNUATION CORPORATION; EATON

VANCE TRUST CO COMMON TRUST FUND; ISHARES MSCI EMERGING MARKETS

INDEX FUND; MANAGED PENSION FUNDS LIMITED; WHEELS COMMON INVESTMENT

FUND (p.p. Paulo Roberto Bellentani Brando).

-I hereby certify that these Minutes are a true and correct copy of the Minutes of the

Extraordinary Shareholders Meeting of MPX Energia S.A.,

held on August 12th, 2013, recorded in the relevant corporate book and signed by all

those in attendance.-

Rio de Janeiro, August 12th, 2013.

____________________________________________

Julia Caulliraux Martinelli

Secretary


6/25

ANNEX I

MPX ENERGIA S.A.CNPJ/MF: 04.423.567/0001-21

NIRE: 33.3.0028401-0(Public Company)

BYLAWS

CHAPTER I

Name, Head Office, Object and DurationArticle 1 - MPX ENERGIA S.A. (Company) is a corporation governed by the presentBylaws, by Law No. 6,404 of December, 1976 (Law No. 6,404/76) and by the otherapplicable laws and regulations.

Sole Paragraph The Company, its shareholders, managers and members of theFiscal Council, when in operation, will also be subject to the provisions of theRegulations of the so-called Novo Mercado of BM&FBOVESPA S.A. - Bolsa de Valores,Mercadorias e Futuros (respectively, Novo Mercado Regulations and

BM&FBOVESPA).

Article 2 The Companys principal place of business is located in the City of Rio deJaneiro, State of Rio de Janeiro, and the Company may open branches and agencies inBrazil or abroad.

Sole Paragraph The Company may, upon a resolution of the Executive Committee,open, transfer and/or close branches of any type, as well as transfer its principal placeof business, anywhere in Brazil or abroad.

Article 3 - The Companys corporate objective is the generation, distribution andtrading of electric energy and the participation, in the capacity as partner, quotaholderor shareholder, in the capital of other civil or commercial companies, either in Brazil orabroad, irrespective of their corporate objectives. In order to meet its corporateobjective, the Company may establish subsidiaries under any corporate form.

Article 4 - The Companys term of duration isindefinite.

CHAPTER II

CAPITAL AND SHARES

Article 5 - The Companys capital stock, fully subscribed and paid up, is equal to R$3.736.568.320,85 (three billion, seven hundred thirty-six million, five hundred sixty-eighty thousand, three hundred and twenty reais and eighty-five cents) representedby 578.479.962 (five hundred seventy-eight million, four hundred and seventy-ninethousand, nine hundred sixty-two) nominative common shares in book-entry form and

with no par value.


7/25

Paragraph 1 The Companys capital stock shall be represented exclusively bycommon shares.

Paragraph 2 Each nominative common share entitles its holder to one vote in theresolutions of the Companys Shareholders Meetings

Paragraph 3 All of the Companies shares are in book entry form and shall be keptin an escrow account in the name of its holders, at a financial institution authorized bythe Brazilian Securities Commission (Comisso de Valores Mobilirios - CVM) withwhich the Company holds a valid custody agreement, without the issuance ofcertificates. The custodian institution may collect from the shareholders the cost oftransfer and annotation of the ownership of the book entry shares, as well as theservice relative to the shares kept in custody, with due regard for the maximum limitsfixed by CVM.

Paragraph 4 The Company is forbidden to issue preferred shares and founders

shares.

Paragraph 5 The shares shall be indivisible in relation to the Company. Wheneverone share belongs to more than one person, the rights granted to such share shall beexerted by the representative of the joint ownership.

Paragraph 6 Except for the provisions of Article 6, Paragraph 3, the shareholdershave the right of first refusal, proportionately to their own interest, to subscribe forshares, debentures convertible into shares or subscription warrants issued by theCompany, which right can be exerted within the legal timeframe of 30 days.

Article 6 - The Company is authorized to increase the capital stock up to the limit of

1,200,000,000 (one billion and two hundred million) common shares, including theshares already issued, irrespective of any amendments to its bylaws.

Paragraph 1 The capital increase will be implemented upon a resolution of theBoard of Directors, which will be responsible for setting forth the conditions for theissue, including the price, term and form of payment. In case of subscription andpayment with assets, the Shareholders Meeting shall be competent to resolve on thecapital increase, after hearing the Fiscal Council, if installed.

Paragraph 2 With due regard for the limit of the authorized capital, the Companymay issue common shares and subscription warrants.

Paragraph 3 At the discretion of the Board of Directors, the right of first refusal canbe excluded or the timeframe addressed in 4 of art. 171 of Law No. 6,404/76 can bereduced upon the issuance of common shares, and subscription warrants, theplacement of which is made by means of (i) sale in the stock market or publicsubscription, or (ii) swap of shares, in a public takeover bid, pursuant to law and withdue regard for the limit of the authorized capital.

Article 7 - At the discretion of the Board of Directors, the Company may acquire itsown shares to keep in treasury and to subsequently dispose of or cancel them, up tothe amount of the balance of profits and reserves, except for the legal reserve,without decrease of the capital stock, with due regard for the applicable legal andregulatory provisions.

Article 8 - At the discretion of the Board of Directors and with due regard for the planapproved by the Shareholders Meeting, the Company grant, to the benefit of its


8/25

managers, employees or individuals rendering service to the Company, an optionintended to the purchase or subscription of shares without the shareholders beingentitled to the right of first refusal, which option can be extended to the managers oremployees of companies directly or indirectly controlled by the Company.

CHAPTER III

MANAGEMENT

Section I - General Provisions

Article 9 - The Company shall be managed by one Board of Directors and oneExecutive Committee, in accordance with the duties and powers granted by theapplicable legislation and by these Bylaws.

Article 10 - The investiture of the managers is conditioned to the prior execution of

the Instrument of Consent by the Management mentioned in the Novo MercadoRegulation, as well as to the compliance with the applicable legal requirements.Immediately after taking office, the managers must inform BM&FBOVESPA about thequantity and characteristics of the securities issued by the Company directly orindirectly held by them, including their derivatives.

Article 11 - The Annual Shareholders Meeting shall fix the annual overall amount ofthe remuneration of the Companys management and the Board of Directors shall

resolve on the distribution thereof.

Section II - Board of Directors

Article 12 The Board of Directors will be composed of a minimum of eight (8) and amaximum of ten (10) members, who may or may not be shareholders of theCompany, elected by the General Shareholders Meeting with a unified term of two (2)

years, with re-election allowed.

Paragraph 1 - At least twenty percent (20%) of the members of the Board ofDirectors shall be Independent Board Members. Independent Board Member is anymember that (i) is not related to the Company in any manner other than through itsinterest in the capital stock; (ii) is not a controlling shareholder, spouse or relative upto the second degree of kinship of the controlling shareholder, is not and has notbeen, for the past three years, related to the Company or related to the controllingshareholder (persons related to public education and/or research institutions are

excluded from this restriction); (iii) has not been, in the past three years, anemployee or Executive Officer of the Company, of the controlling shareholder or acompany controlled by the Company; (iv) is not a direct or indirect supplier orpurchaser of services of products of the Company, to an extent that entails loss ofindependence; (v) is not an employee or manager of the company or an entity that isoffering or receiving services and/or products to and from the Company, in magnitudethat results in loss of independence; (vi) is not the spouse or relative up to the seconddegree of kinship of a manager of the Company; or (vii) does not receive anycompensation from the Company of the than the compensation payable to a boardmember (cash proceeds deriving from an interest occasionally held in the capital ourexcluded from this restriction). Any board member elected pursuant to the terms ofparagraphs 4 and 5 of Article 141 of the Corporation Law is also considered an

Independent Board Member. The qualification as independent board member shall beexpressly declared in the minutes of the Shareholders Meeting that elects him.


9/25

Paragraph 2 Whenever the result of the application of the percentage definedabove reflects a fractional number of board members, this number will be rounded upfor the integer number: (i) immediately above it, if the fraction is equal to or greaterthan five tenths (0.5); or (ii) immediately below it, if the fraction is smaller than fivetenths (0.5).

Paragraph 3 The members of the Board of Directors shall take office upon theexecution of the instrument of investiture drawn up in the Book of Minutes of Meetingsof the Board of Directors. The members of the Board of Directors may be removed atany time by the Shareholders Meeting, and shallremain in their positions until theirsuccessors take office.

Article 13 The Board of Directors shall have one (1) Chairman and one (1) ViceChairman, which shall be elected by the simple majority of the votes present, in thefirst meeting of the Board of Directors held immediately after such members takeoffice, or whenever such positions go vacant. The Chairman and the Vice Chairman

shall be appointed for a two (2)-year term. In case of absence or temporaryimpairment of the Chairman of the Board of Directors, the Vice-Chairman will assumethe duties of the Chairman. In case of absence or temporary impairment of theChairman and Vice Chairman of the Board of Directors, the duties of the chairman willbe assumed by another member of the Board of Directors designated by the othermembers of the Board of Directors.

Sole Paragraph The positions of Chairman of the Board of Directors and ChiefExecutive Officer may not be held by the same person.

Article 14 - The regular meetings of the Board of Directors shall take place at leastsix (6) times a year, upon a written notice delivered, either personally, by email, by

facsimile or by international mail, by the Chairmans and/or Vice Chairmans owninitiative or at the written request of any Board member, with prior notice of at leastthree (3) business days and specifying the date, place and time and informing thedetailed agenda. Failure by the Chairman to call any meeting requested by any Boardmember within five (5) days from the date of receipt of the request by any memberallows any other member to call the requested meeting. No resolution shall be passedon any matters that are not expressly included in the agenda.

Paragraph 1 The meetings of the Board of Directors may be called by its Chairmanand/or the Vice Chairman without regard for the timeframe set forth above wheneverany urgent matters so require, provided that all other board members areunequivocally aware of it. The calls may be made by a written notice delivered, either

personally, by email, by facsimile or by international mail, in each case with proof ofreceipt.

Paragraph 2 Irrespective of the formalities provided for in this article, any meetingto which all Board Members are present will be considered regular. The attendance ofa Board member at a meeting shall constitute a waiver of notice of such meeting,except when the member attends the meeting for the express purpose of objecting atthe beginning thereof to the transaction of any business because the meeting has notbeen properly called or convened.

Article 15 - The meetings of the Board of Directors shall be convened in the first callwith the attendance of half of its members. If the Board of Directors fails to achieve

the required quorum at such duly called meeting of the Board of Directors, themembers present shall adjourn the meeting to the second (2nd) day from the timesuch adjournment (duly taking into account any circumstances that may prevent any


10/25

member from attending or participating in such reconvened meeting), and shallpromptly give written notice to the members of the time and place at which themeeting shall reconvene. For avoidance of doubt, the quorum requirement above shallalso apply to such adjourned meeting of the Board of Directors.

Paragraph 1 The meetings of the Board of Directors shall be presided by theChairman of the Board of Directors and any person appointed by him may act asSecretary. In case of temporary impairment of the Chairman of the Board of Directors,such meetings shall be presided by the Vice-Chairman of the Board of Directors or, inhis absence, by any board member elected by the majority of the votes of the othermembers of the Board of Directors, the chairman of the meeting being responsible fordesignating the Secretary.

Paragraph 2 In case of temporary absence of any member of the Board ofDirectors, the relevant member of the Board of Directors may, based on the agenda,express his/her vote in writing, by means of a written letter to be delivered by email

to the Chairman or Vice-Chairman of the Board of Directors, on the date of themeeting or by means of a digitally certified e-mail.

Paragraph 3 Should any position of the Board of Directors go vacant for anyreason, the substitute will be appointed by the Extraordinary Shareholders Meetingfor the remainder of the corresponding term of office. For the purposes of thisparagraph, the positions of the Board of Directors may go vacant as a consequence ofdismissal, death, resignation, proven impairment or disability.

Paragraph 4 The resolutions of the Board of Directors may be passed upon thefavorable vote of the majority of the members present or who may have cast theirvotes as provided for by this Article, paragraph 2 of these Bylaws.

Article 16 - The meetings of the Board of Directors shall be preferably held at thecompanys principal place of business. In exceptional cases, single members unable to

attend in person for any reason may participate in a meeting of the Board of Directorsby conference call or similar communications equipment by means of which all personsparticipating in the meeting can hear one another, and such participation shallconstitute presence in person at such meeting.

Paragraph 1 Upon adjournment of the meeting, the minutes of the correspondingmeeting shall be drawn up and signed by all board members physically present to themeeting and subsequently transcribed in the Book of Minutes of Meetings of theCompanys Board of Directors. The votes cast by board members remotely present to

the meeting of the board or who have manifested themselves as provided for in article15, paragraph 2 of these Bylaws shall also be reflected in the Book of Minutes ofMeetings of the Companys Board of Directors and a copy of the letter, fax or e -mailmessage, as the case may be, contain the vote of the board member shall be attachedto the book immediately after the transcription of the minutes. All members of theBoard of Directors shall receive a copy of the minutes of the Board of Directorswithout undue delay.

Paragraph 2 The Minutes of Meetings of the Companys Board of Directorscontaining resolutions intended to produce effects before third parties shall bepublished and filed at the commercial registry.

Paragraph 3 The members of the Executive Committee of the Company shall bepresent at the meetings of the Board of Directors, when so convened, to report on thecourse of the business operations of the Company and answer questions by the


11/25

members of the Board of Directors. The Board of Directors may allow other persons toattend its meetings, with a view to follow up the resolutions and/or renderclarifications of any nature; such their parties being, however, forbidden to vote.

Article 17 - The primary role of the Board of Directors is the general direction of theCompanys business, as well as the control and inspection of the performance thereof

and, especially, in addition to any other duties and signed by law or by the Bylaws:

I. To exert the normative duties of the Company, being entitled to evoke any matterwhich is not in the scope of the private competence of the Shareholders Meeting or of

the Executive Committee;

II. To outline the general guidelines of the Companys business and to decide on anymatter of material significance for the strategy of the Company, provided, however,that the Executive Committee will be responsible for all decisions related to MPX dailyactivities as provide herein;

III.Appointment and dismissal of the members of the Executive Committee includingthe approval of their respective compensation package within the pre-approved totalamount of compensation by the Shareholders Meeting;

IV. To assign to the members of the Executive Committee their respective duties,attributions and limits of competence not specified in these Bylaws, as well as toappoint the Investor Relations Officer, with due regard for the provisions of theseBylaws;V. To resolve, collegially or through its Chairman, on the call of the ShareholdersMeeting, when deemed expedient or, in the case of article 132 of the Corporation Law(Law No. 6404/76);

VI. To inspect the management of the members of the Executive Committeeexamining, at any time, the Companys books and papers and requesting information

about contracts executed or about to be executed and any other deeds;

VII. To elect and dismiss the independent auditors observing, in the election thereof,the provisions of the applicable legislation. The external audit company shall report tothe Board of Directors;

VIII. To summon the independent auditors to render any clarifications deemednecessary;

IX. To assess the Management Report, financial statements and the accounts of theExecutive Committee and to resolve on the submission thereof to the ShareholdersMeeting;

X. To approve the Companys annual business and strategic plan as well as the annualbudgets, as prepared and recommended by the Executive Committee, andamendments thereto exceeding an amount of the higher of (i) a deviation of twenty-five per cent (25%) of the original amount or (ii) R$250 million provided, however,that the Executive Committee will be responsible for the execution of the annualbusiness plan and annual budget;

XI. To resolve on the capital increase and the issuance of shares of the Company, with

due regard for the limits authorized pursuant to Article 6 of these Bylaws, stipulatingthe conditions for issuance, including price and terms for payment, as well as toexclude (or reduce the timeframe for) the right of first refusal in the issuance of


12/25

shares, subscription warrants and convertible debentures the placement of which ismade by means of a sale in the stock market or public takeover bid, pursuant to termsprovided for by law;

XII. To resolve on the filling of any registration statement for the public offering ofthe Companys shares;

XIII. To resolve on the acquisition, by the Company, of its own shares or on thelaunching of put and call options referenced to shares issued by the Company, to keepin treasury and/or subsequent cancellation or disposal;

XIV. Commencement, modification, cessation or abandonment of the development,origination, implementation and/or operation of (i) a business operation or activitywith an amount in excess of R$200 million, unless approved in the annual businessplan or budget, in a single or a series of related transactions, or (ii) any powergeneration projects, venture, investment or activity by the Company or any of its

Subsidiaries;

XV.Approval of internal rules of procedure for the Board of Directors;

XVI. Entering into any joint venture, association or other business cooperationinvolving MPX or any of its Subsidiaries which is of strategic importance for theCompany;

XVII.Approval of the entering into or amendment of any Related Party Transactionwith an amount in excess of R$80 million;

XVIII.Approval of acquisition, sale, transfer, lease, disposition of encumbrance, the

creation of in rem guarantees or any form of disposal of the Company or any of itsSubsidiaries assets, or the offer of guarantees to third parties on account ofobligations incurred by the Company itself, involving an amount in excess of R$100million, unless approved in the annual business plan or annual Budget;

XIX.Approval of investments or capital expenditures by the Company or any of itsSubsidiaries involving an overall estimated amount in excess of R$200 million in asingle or a series of related transactions, unless this investment has already beenapproved by the annual business plan or annual budget of the Company;

XX. Approval of loans, financings, non-convertible debentures, debentures notconvertible into shares and not covered by in rem guarantees, or other indebtedness

or commercial papers involving an amount in excess of R$100 million, unlessapproved in the annual business plan or budget;

XXI. To define the triple list of companies specialized in the economic assessment ofcompanies for purposes of elaboration of the appraisal report on the companies

shares, in case of cancellation of registration of the company as a publicly heldcompany and withdrawal from Novo Mercado;

XXII. To file for bankruptcy, judicial or extrajudicial recovery by the Company;

XXIII. To give its opinion with respect to any type of tender offer aiming theCompanys shares, by means of a reasoned previous opinion, disclosed within fifteen

(15) days from the publication of the tender offer notice, opining on (i) theconvenience and opportunity of the tender offer vis--vis the interests of theshareholders and the liquidity of their securities; (ii) the impact of the offer on the


13/25

interests of the Company; (iii) the announced strategic plans of the offeror for theCompany; and (iv) any other point of consideration the Board of Directors may deemrelevant, as well as the information required by the applicable CVM rules;

XXIV.Approval of the entering into, termination, variation or waiver of any materialcontract with an overall aggregate value in excess of R$100 million, unless approvedin the annual business plan or budget;

XXV.Approval of the granting or contracting by the Company or its Subsidiaries ofany guarantees or other security in relation to any obligation of the Company or itsSubsidiaries or any other person in excess of an amount of R$100 million, unlessapproved in the annual business plan or budget;

XXVI.Approval of the execution of power trading activities including participation andpublic bidding processes and the execution of PPAs in regulated and free markets and

marketing of any uncontracted Ancillary Agreements;

XXVII.Approval of the execution of power purchase agreements for energy back-upinvolving an amount in excess of R$200 million, unless approved in the annualbusiness plan or budget;

XXVIII. Implementation of significant changes or modifications to the accountingstandards, policies and guidelines applied to the Company; and

XXIX. Submission of proposals to the Shareholders Meeting regarding the allocationof the Companys profits and for amendments to these Bylaws.

Article 18 The Chairman of the Board of Directors, or the person designated by theChairman of the Board of Directors, shall represent the Board of Directors in theShareholders Meetings.

Article 19 - For advisory purposes, the Board of Directors may stipulate the formationof technical and advisory committees with clear purposes and duties, whichcommittees may be formed by members of the Companys administrative bodies orotherwise.

Sole paragraph The Board of Directors shall be responsible for setting forth thenorms applicable to the committees, including the rules on membership, term ofoffice, remuneration, operation, scope and the area of activity.

Section III - Executive Committee

Article 20 - The Companys Executive Committee shall consist of two (2) members, whether shareholders or not, resident in this country and elected by the Board ofDirectors, the accumulation of duties by the same executive officer being permitted,being designated Chief Executive Officer, and Deputy Chief Executive Officer; thefunction of the Investor Relations Officer will be assigned to either the Chief ExecutiveOfficer or the Deputy chief Executive Officer.

Article 21 - The members of the Executive Committee shall take office upon theexecution of the instrument of investiture drawn up in the Book of Minutes of Meetings

of the Executive Committee. The term of office of the members of the ExecutiveCommittee shall be of two (2) years, with reelection being permitted. The ExecutiveCommittee shall meet whenever required by the Companys business and shall be


14/25

convened by the Chief Executive Officer or the Deputy Chief Executive Officer, with aminimum prior notice of 24 hours, in the meeting shall only be installed by thepresence of all its members.

Paragraph 1 In case of temporary absence of any executive officer, such executiveofficer may, depending on the agenda, manifest his vote in writing, by letter or faxsurrendered to the other executive officer or even by means of digitally certified e-mail as proof of receipt thereof by the other executive officer.

Paragraph 2 The members of the Executive Committee may not refrain fromperforming their duties for a period longer than 30 consecutive days under penalty oflosing their office, unless in case of a leave of absence granted by the ExecutiveCommittee.

Paragraph 3 The meetings of the Executive Committee may be held by means of aconference call, video conference or any other communication media. Participating in a

meeting as expressed above will be deemed personal attendance to theabovementioned meeting. In this case, the members of the Executive Committeeremotely present to the meeting of the Executive Committee shall cast their votes bymeans of a letter, fax or any digitally certified e-mail.

Paragraph 4 Upon adjournment of each meeting, the corresponding minutes shallbe drawn up and signed by all members of the Executive Committee physicallypresent to the meeting and subsequently transcribed in the Book of Minutes ofMeetings of the Executive Committee. The votes cast by members of the ExecutiveCommittee remotely present to the meeting of the Executive Committee or who havemanifested themselves as provided for in paragraph 2 of this article, shall likewise beincluded in the Book of Minutes of Meetings of the Executive Committee, the copy of

the letter, fax or e-mail, as the case may be, containing the vote of the ExecutiveOfficer to be attached to the book right after the transcription of the minutes.

Article 22 - The resolutions made in the meetings of the Executive Committee shallbe passed by all votes of the members of the Executive Committee present to eachmeeting or who may have cast their votes as provided for in article 21, paragraph 2 ofthese bylaws.

Article 23 - It is the duty of the Executive Committee to manage the companysbusiness in general and the performance, to this effect, of all acts deemed necessaryor expedient except for those which, pursuant to law or these Bylaws, theShareholders Meeting or the Board of Directors is specifically competent to perform.

In the exercise of their duties, the members of the Executive Committee may carryout all operations and perform all acts required for the pursuance of the objectives oftheir positions, with due regard for the provisions of these Bylaws as regards the formof representation, competence to perform certain acts and the general direction of thebusinesses set forth by the Board of Directors, including to resolve on the approvaland allocation of proceeds, compromise, waive, assign rights, confess debts, enter intoagreements, execute commitments, contract obligations, execute contracts, acquire,dispose of and encumber movable and immovable assets, offer guarantees, avalguarantees and surety, issue, endorse, pledge, discount, withdraw and secure bondsin general, as well as to opened, operates and close accounts in credit establishments,with due regard for the legal restrictions and the ones set forth in these Bylaws.

Paragraph 1 The following are also duties of the Executive Committee:


15/25

I. the day-to-day management, administration and supervision of the Company'sbusiness and affairs and all decisions related to the Company's daily activities inaccordance with the Company's business and strategic plan as well as the budget

as approved by the Board of Directors;

II. the preparation of the Company's business and strategic plan and budget andmaking a corresponding recommendation to the Board of Directors;

III. the implementation of the Company's business and strategic plan as well asbudget as approved by the Board of Directors;

IV. the implementation of the decisions and directions of the Board of Directors;V. the legal representation of the Company towards third parties, which shall include

to compromise, waive, settle and sign commitments, assume obligations, invest

funds and to execute legal agreements and documents on behalf of the Company;VI. approve all necessary measures and perform the ordinary acts of a management,

financial and economic nature in accordance with the provisions set forth in theseby-laws and the resolutions approved by the Shareholders Meetings and theBoard of Directors' meetings;

VII. the preparation and delivery of information relating to the Company's affairs tothe Board of Directors as requested by the Board of Directors;

VIII. the preparation of the issuance, updates and amendments to the Financing andInvestment Policy;

IX. the preparation of the Company's financial statements for approval by the Boardof Directors and be responsible for the bookkeeping of the Company's corporate,tax and accounting books and records; and

X. The preparation and recommendation to the Board of Directors of the Companysannual business plan and annual budget with respect to any financial year in atimely manner as to allow for the passing of a resolution by the Board ofDirectors during the last quarter of the respective preceding financial year.

Paragraph 2 It is the duty of the Chief Executive Officer and of the Deputy Chief

Executive Officer to guide the performance of the activities related to the companysgeneral planning, as well as the duties, attributions and powers assigned to them bythe Board of Directors, with due regard for the policy and guidelines previouslyoutlined by the Board of Directors:

I. To call and preside over the meetings of the Executive Committee;

II. To oversee the management duties of the Company, and coordinate and supervisethe activities of the members of the Executive Committee;

III. To suggest, without an exclusive initiative on the part of the Board of Directors,the assignment of duties to each executive officer at the time of the election;

IV. To represent the Company either as a plaintiff or defendant, whether in or out ofcourt, with due regard for the provisions of article 24 of these Bylaws;


16/25

V. To coordinate the personnel, organizational, managerial, operating and marketingpolicy of the Company;

VI. On an annual basis, to elaborate and submit to the Board of Directors theCompanys annual plan; and

VII. To generally manage the corporate matters.

VIII. It is the duty of the Investor Relations Officer, in addition to the duties,attributions and powers vested in him by the Board of Directors, and with due regardfor the policy and guidelines previously outlined by the Board of Directors, to:

(i) represent the Company before the controlling entities and other institutionsoperating in the capital market;

(ii)render information to investors, to CVM, to the Stock Markets in which theCompany deals in its securities and other bodies related to the activitiesperformed in the capital market, according to the applicable legislation, inBrazil and abroad; and

(iii)keep the registration of the company as a publicly-held company duly updatedbefore CVM.

Article 24 - The Company will be deemed to have incurred obligations whenrepresented as follows:

a) By two (2) members of the Executive Committee acting jointly;

b) By one (one) member of the Executive Committee jointly with one (1) proxy withspecial powers, duly authorized;

c) By two (2) proxies jointly, with special powers duly authorized; and

d) By one (1) proxy, according to the powers contained in the respective instrument ofassignment, in this case exclusively for the practice of specific acts.

Paragraph 1 - All powers of attorney will be granted in the Companys name by two(2) members of the Executive Committee acting jointly, except for ad judiciapowersof attorney, and shall stipulate the powers assigned, and except for those described in

Paragraph Two herein will have a validity term of one (1) year.

Paragraph 2 - Powers of attorney for legal purposes may be granted for indefiniteterms and those granted for purposes of complying with contractual clauses may begranted for the term of validity of the contract to which they are linked.

CHAPTER IV

GENERAL SHAREHOLDERS MEETINGS

Article 25 - The General Shareholders Meeting shall ordinarily take place within thefour (4) months following the end of each fiscal year and, on extraordinary basis,

whenever required by the Companys interests with due regard for applicableprovisions and the provisions of these bylaws as regards the call and installationthereof and resolutions passed therein.


17/25

Paragraph 1 The General Shareholders Meetings shall be called with a prior noticeof at least fifteen (15) consecutive days and presided over by the Chairman of theBoard of Directors or, in his absence, by the person designated by the Chairmanamong the members of the Board of Directors or Executive Committee. In the absenceof such designation, the Meeting shall be presided by the person designated by theGeneral Shareholders Meeting. The Chairman shall invite one of the attendingshareholders, or an attorney, to act as secretary to the meeting.

Paragraph 2 Except for the special hypotheses provided for by law and by theseBylaws, the resolutions of the Shareholders Meeting shall be adopted by the absolutemajority of the votes, the blank votes to not be computed.

Paragraph 3 The minutes of the Shareholders Meetings shall be drawn up as asummary of the facts occurred, including dissidence and protest, and contain atranscription of the resolutions made, with due regard for the provisions of 1, article

130 of the Corporation Law.

Article 26 - It is the duty of the Shareholders Meeting, in addition to the otherattributions provided for by law, to:

a) Take the managers accounts, examine, discuss and vote the financial statements;

b) Elect and remove the members of the Board of Directors;

c) Stipulate the annual overall remuneration of the members of the Board of Directorsand of the Executive Committee, as well as of the members of the Fiscal Council, ifany;

d) Amend the Bylaws and change the Companys corporate purpose;

e) Resolve on the merger, merger of shares, spin-off, amalgamation involving theCompany;

f) Approve the granting of stock option plans to its managers and employees andindividuals rendering service to the Company, as well as to the managers andemployees of other companies directly or indirectly controlled by the Company, andany amendments thereto;

g) Resolve, according to the proposal submitted by the management, on the

allocation of the net profits of the year and distribution of dividends;

h) Resolve on the increase of the capital stock in excess of the Companys authorizedcapital;

i)Appoint or replace liquidator(s) of the Company, the suspension of the liquidationstatus of the Company, as well as the Fiscal Council to function during the liquidationperiod;

j) Resolve on the cancellation of the registration of the Company as a publicly-heldcompany before CVM;

k) Resolve on the withdrawal from Novo Mercado, which, if approved, shall beinformed to BM&FBOVESPA in writing with a prior notice of 30 days;


18/25

l) Resolve on the listing or delisting of the Companys shares in stock;

m) Elect a specialized company responsible for the elaboration of the appraisal reportin the case provided for by Articles 37 and 40 of these Bylaws, from among thecompanies indicated in the triple list of companies elaborated by the Board ofDirectors;

n) Approve the capital reduction with distribution of funds and assets to theshareholders;

o) Approve the participation of the Company in a group of corporations (grupo desociedades);

p) Approve the redemption or amortization of the Companys shares; and

q) Change the Companys dividend policy.

CHAPTER V

FISCAL COUNCIL

Article 27 The Fiscal Council of the Company shall function on nonpermanent basisand, when installed, shall consist of a minimum of three (3) and a maximum of five(5) sitting members and the same number of alternates, shareholders or not, electedand liable to be removed at any time by the Shareholders Meeting. The Fiscal Councilof the Company shall be formed, installed and remunerated according to the prevailinglegislation.

Paragraph 1 The members of the Fiscal Council will take office upon the executionof the corresponding document and, after the company adheres to Novo Mercado ofBM&FBOVESPA, it will be subject to the execution of the Instrument of Consent of theMembers of the Fiscal Council provided for by the Novo Mercado Regulation ofBM&FBOVESPA, as well as to compliance with the applicable legal requirements.

Paragraph 2 After the adherence, by the Company, to Novo Mercado, which is asegment of BM&FBOVESPA, the members of the Fiscal Council shall, immediately aftertaking office, inform BM&FBOVESPA about the quantity and characteristics of thesecurities issued by the Company directly or indirectly held by them, includingdirectives.

Paragraph 3 In case of absence and impairment, the members of the Fiscal Councilshall be replaced by their corresponding alternates.

Paragraph 4 In case of vacancy of any position in the Fiscal Council, thecorresponding alternate shall act in his stead. Should there be no alternate for suchposition, the Shareholders Meeting shall be convened to elect the member for thevacant position.

Paragraph 5 No person related to a company that may be considered a competitorof the Company can be elected for the position of member of the Fiscal Council,neither can any person that: (a) is an employee, shareholder or member of themanagement, technical or inspection body of any competitor or controlling or

controlled shareholder of a competitor; (b) spouse or relative up to the second degreeof kinship of a body of the management, technical or inspection body of a competitoror of a controlling or controlled Shareholder of a competitor.


19/25

Article 28 Pursuant to law, when installed, the Fiscal Council shall meet whenevernecessary and, at least on a quarterly basis, will analyze the financial statements.

Paragraph 1 Irrespective of any formalities, any regular meeting to which allmembers of the Fiscal Council are present will be considered duly convened.

Paragraph 2 The Fiscal Council makes valid resolutions upon the absolute majorityof its votes cast by the majority of its members.

Paragraph 3 - All resolutions of the Fiscal Council shall be reflected in the minutes inthe corresponding book of Minutes and Opinions of the Fiscal Council and executed bythe members present.

CHAPTER VI

FISCAL YEAR, FINANCIAL STATEMENTS AND PROFIT ALLOCATION

Article 29 - The financial year shall start on January 1st and finish on December 31stand, as regards the financial statements, will observe the Novo Mercado Regulationsof BM&FBOVESPA and the applicable legal provisions.

Paragraph 1 Upon a resolution of the Board of Directors, the Company may (i)draw its balance sheets on a semiannual, quarterly or shorter basis, and declaredevidence or interest over equity capital of the profits assessed in such balance sheets;or (ii) declare interim dividends or interest over equity capital, to the accrued profit orprofit reserve accounts existing in the latest annual balance sheet.

Paragraph 2 The interim dividends distributed and the interest over equity capitalmay be attributed to the mandatory dividend provided for in article 31 below.

Paragraph 3 The Company and the management shall, at least once a year, hold apublic meeting with analysts and with any other interested parties to discloseinformation regarding the economic and financial situation, projects and perspectivesof the Company.

Article 30 The accrued losses, if any, shall be deduced from the results of thefinancial year before any distributions, as well as the provision for income tax andsocial contribution on profits.

Paragraph 1 The Shareholders Meeting may distribute to the Managers aparticipation in the profits corresponding to up to 1/10 of the profits of the financialyear, such distribution to be made with the remaining balance. The distribution of themandatory dividends to the shareholders as provided for in paragraph 3 of this articleis a requirement for the payment of such participation.

Paragraph 2 The net profit of the financial year shall be distributed as follows:

a) Five per cent (5%) shall, before any other allocation, be used to form the legalreserve, which shall not exceed twenty per cent (20%) of the capital stock. Theallocation of part of the net profits of the fiscal year to the legal reserve shall not bemandatory in any fiscal year in which the balance of the legal reserve plus the amount

of the capital reserves addressed in paragraph 1 of article 182 of the Corporation Lawexceeds thirty per cent (30%) of the capital stock;


20/25

b) As suggested by the Board of Directors, part of the net profits may be allocated tothe formation of a contingency reserve and a reversal of the same reserves formed inprevious financial years, pursuant to the terms of article 195 of the Corporation Law;

c) Part of the net profits shall be allocated to the payment of the mandatory minimumannual dividend payable to the shareholders, as provided for in paragraph 4 of thisarticle;

d) In any financial year in which the amount of the mandatory dividend calculatedpursuant to the terms of paragraph 4 of this article, exceeds the realized portion ofthe profits of the financially year the Shareholders Meeting may, as suggested by theBoard of Directors, allocate the surplus to the formation of a realizable profit reserve,with due regard for the provisions of article 197 of the Corporation Law;

e) As suggested by the Board of Directors, part of the net profits may be retainedbased on a previously approved budget pursuant to the terms of article 196 of the

Corporation Law;

f) The Company shall keep a statutory profit reserve denominated InvestmentReserve, the purpose of which will be to finance the expansion of the activities of theCompany and/or of any companies controlled and associated to it, including by meansof the subscription of capital increases or creation of new undertakings, which may beconstituted of up to one hundred per cent (100%) of the remainder of the net profitafter the legal and statutory deductions and the balance of which, plus the balance ofthe other profit reserves, except for the realizable profit reserves and the contingencyreserves, may not exceed one hundred per cent (100%) of the Companys capitalstock, duly subscribed; and

g) The balance to be allocated as stipulated by the Shareholders Meeting, with dueregard for the legal provisions.

Paragraph 3 The shareholders are entitled to an annual mandatory dividend at leastequal to twenty-five per cent (25%) of the net profit of the financial year, plus thefollowing amounts: (i) the amount intended to form the legal reserve; and (ii) theamount intended to form the contingency reserve and reversal of the same reservesformed in previous financial years.

Paragraph 4 Pursuant to law, the payment of the mandatory dividend may belimited to amount of the realized net profit.

Article 31 As suggested by the Executive Committee and upon the approval of theBoard of Directors, ad referendum of the Shareholders Meeting, the Company maypay or credit interest on behalf of the shareholders, by way of remuneration of theirequity capital, with due regard for the applicable legislation. Any amounts possiblydisbursed on this account may be attributed to the amount of the mandatory dividendprovided for in these Bylaws.

Paragraph 1 Should such interest be credited to the shareholders throughout thefinancial year and the amount of the mandatory dividend be attributed to suchshareholders, the shareholders will be ensured the right to receive any possibleremaining balance. Should the value of the dividends be smaller than the amountcredited to them, the Company may not collect the surplus from the shareholders.

Paragraph 2 Should the amount be credited throughout the financial year, theactual payment of the interest over equity capital shall occur upon a resolution of the


21/25

Board of Directors, during the current financial year or in the subsequent financialyear.

Article 32 The Shareholders Meeting may resolve on the capitalization of profits orcapital reserves, including the ones instituted in interim balance sheets, with dueregard for the applicable legislation.

Article 33 Dividends not received or claimed shall forfeit within three yearscounting from the date on which they were made available to the shareholder andshall revert to the benefit of the Company.

CHAPTER VII

Transfer of Control

Article 34 The transfer of the Companys control whether by means of a sing le

transaction or by means of a series of successive transactions may only beimplemented under the suspensive or resolutory condition that the purchaserundertakes to make a tender offer for purposes of the acquisition of the other sharesof other shareholders of the Company, with due regard for the conditions andtimeframes provided for in the prevailing legislation and in the Regulation of the NovoMercado, in order to guarantee conditions equal to those guaranteed to thetransferring controlling shareholder and, additionally, with due regard for theprocedures stipulated by BM&FBOVESPA and by the Brazilian Securities Commission

(Comisso de Valores Mobilirios CVM).

Sole Paragraph The tender offer mentioned in the main section of this article shallalso be required in case of an onerous assignment of the rights to subscribe shares

and other securities or rights related to securities convertible into shares that mayentail the transfer of the Companys control and in the event of transfer of control ofthe company that controls the Company; however, in this case, the selling controllingshareholder will be obligated to declare to BM&FBOVESPA the value assigned to theCompany in this disposal and to attach documents evidencing such value.

Article 35 The person that acquires the Companys control by virtue of a privatestock purchase agreement entered into with the controlling shareholder involving anyamount of shares, shall be required (i) to conduct the tender offer mentioned in Article35 above, and (ii) to pay, in the conditions indicated below, the amount equivalent tothe difference between the price of the tender offer and the amount paid per shareseventually acquired in a stock exchange in the six (6) months period prior to the date

of acquisition of the Control, duly updated until the effective payment thereof. Suchamount shall be distributed among all the persons that have sold shares issued by theCompany on the same trading session in which the acquirer made the acquisitions ofshares, proportionally to the daily sale net balance of each one, provided thatBM&FBOVESPA is incumbent to operationalize the distribution according to its rules.

Article 36 The Company shall not report any transfer of shares to the purchaser ofthe controlling power or to anyone who may hold the controlling power for as long assuch purchaser or purchasers do not execute the Instrument of Consent of the controlis provided for in the Regulation of Novo Mercado of BM&FBOVESPA.

Sole Paragraph Similarly, no shareholders agreement providing for the exercise of

the controlling power may be registered at the Companys principal place of businessfor as long as its signatories have not executed the instrument of consent mentionedin this article.


22/25

CHAPTER VIII

Cancellation of the Companys Registration as a Publicly Held Company

Article 37 The cancellation of the registration of the Company as a publicly-heldcompany before the Brazilian Securities Commission (Comisso de Valores MobiliriosCVM) shall be preceded by a tender offer for the acquisition of shares which shallhave, as its minimum price, at least, the value of the company and its sharesdetermined by means of an appraisal report elaborated by a specialized company, byusing the economic value of the shares as criterion for the appraisal thereof, by meansof a well-known methodology of or based on another criterion to be defined by theBrazilian Securities Commission (Comisso de Valores Mobilirios CVM), as definedin the Novo Mercado Regulation and pursuant to the applicable legal and regulatoryrules. The choice of the specialized company will be made as provided for by Article 39of these Bylaws.

Paragraph 1 With due regard for the other terms of the Novo Mercado Regulationof BM&FBOVESPA, these Bylaws and the prevailing legislation, the tender offer forcancellation of registration shall also provide for the swap of securities of the otherpublicly held companies, to be accepted depending on the offer.

Paragraph 2 The cancellation shall be preceded by an Extraordinary ShareholdersMeeting specifically resolving on such cancellation.

Article 38 Should the Appraisal Report mentioned in Article 38 be not ready untilthe Extraordinary Shareholders Meeting called to resolve on the cancellation of theregistration as a publicly-held company, the controlling shareholder, the group of

shareholders that holds the companys controlling power or by the Company itself mayinform, in this Shareholders Meeting, the maximum value per share or lot of thousandshares on which the tender offer will be based.

Paragraph 1 The condition for the tender offer will be that the value assessed inthe appraisal report mentioned in Article 37 does not exceed the value disclosed bythe controlling shareholder, group of controlling shareholders or the company itself, inthe meeting mentioned in the main section of this article.

Paragraph 2 Should the value of the shares determined in the appraisal report bein excess of the value informed by the shareholder, group of controlling shareholdersor by the Company itself, the resolution mentioned in the main section of this article

will be automatically cancelled and such information shall be widely disclosed in themarkets, unless in case the controlling shareholder expressly agrees to make thetender offer at the amount assessed in the appraisal report.

Article 39 The Appraisal Report mentioned in Articles 37, 40, 41 and 42 shall beprepared by the specialized company with proven expertise and independent asregards the decision making power of the company, its managers and/or controllingshareholder, as well as to meet the requirements of paragraph 1 of article 8 of theCorporation Law, and reflect the responsibility provided for in o paragraph 6 of thesame article.

Paragraph 1 The election of the specialized company is the sole duty of the of the

Shareholders Meeting after the submission, by the Board of Directors, of a triple list,the corresponding resolution to be made, without regard for the blank votes, by themajority of the votes of the total outstanding shares present in the meeting which, if


23/25

installed in the first call, may be installed with the presence of shareholdersrepresenting at least 20% of the aggregate Outstanding Shares or, if installed in thesecond call, may be attended by any number of shareholders representing theOutstanding Shares.

Paragraph 2 The costs incurred with the elaboration of the report shall be borne bythe shareholder or group of controlling shareholders of by the Company itself, as thecase may be.

CHAPTER IX

Delisting from Novo Mercado

Article 40 Should the Extraordinary Shareholders Meeting of the Company decideto delist the Company from Novo Mercado of BM&FBOVESPA, (i) so that its shares beregistered for negotiation outside Novo Mercado, or (ii) due to corporate restructuring

of the Company by virtue of which the shares of the company resulting from suchrestructuring are not admitted for negotiation in Novo Mercado within one hundredand twenty (120) days from the date of the Shareholders Meeting that approved suchtransaction, the shareholder or shareholder group that controls the Company shallmake a tender offer for the acquisition of shares held by the other shareholders at anamount equivalent to, at least, the economic value of the shares as assessed in theappraisal report provided for in Article 39, with due regard for the applicable legal andregulatory norms.

Article 41 In the event there is no controlling shareholder and the ShareholdersMeeting of the Company resolves to delist from Novo Mercado for the shares to tradeoutside such listing segment, or due to corporate restructuring by virtue of which the

shares of the company resulting from such restructuring are not admitted fornegotiation in Novo Mercado within one hundred and twenty (120) days from the dateof the Shareholders Meeting that approved such transaction, the delisting will be

contingent on a tender offer being launched in the same conditions set forth on theabove article.

Paragraph 1 - The same Shareholders Meeting shall define the party or partiesresponsible for launching the tender offer foreseen herein, which party or parties,attending the meeting, will be required to undertake express commitment to launchsuch tender offer.

Paragraph 2 In the event that, in the case of a corporate restructuring by virtue of

which the shares of the company resulting from such restructuring are not admittedfor negotiation in Novo Mercado, the party or parties responsible for launching thetender offer are not defined, the shareholders voting to approve the corporaterestructuring transaction will be responsible for conducting the tender offer.

Article 42 The Companys delisting from the Novo Mercado due to defaultof theobligations contained in the Novo Mercado Regulation is contingent on a tender offerat an amount equivalent to, at least, the economic value of the shares as assessed inthe appraisal report provided for in Article 40, with due regard for the applicable legaland regulatory norms.

Paragraph 1 The controlling shareholder shall carry out the tender offer set forth in

the caput of this Article.


24/25

Paragraph 2 - In the event there is no controlling shareholder and the delistingfrom the Novo Mercado referred to above results from a resolution by theShareholders Meeting of the Company, the shareholders voting to approve suchdecisions which lead to the violation shall be required to launch a tender offer topurchase the shares of the other shareholders as set forth in Article 41 above.

Paragraph 3 - In the event there is no controlling shareholder and the delisting fromthe Novo Mercado referred to above results from an act or fact of the management,the Companys managers shall call a Shareholders Meeting to decide on how to

remedy the violation of the provisions of this Novo Mercado Rules or, as the case maybe, to decide for the delisting of the Company from the Novo Mercado.

Paragraph 4 In the event the Shareholders Meeting mentioned in Paragraph 3above approves the Companys delisting from the Novo Mercado, the mentionedShareholders Meeting shall define the party or parties responsible for launching thetender offer foreseen herein, which party or parties, attending the meeting, will be

required to undertake express commitment to launch such tender offer.

CHAPTER X

ARBITRATION

Article 43 - The Company, its shareholders, managers and members of the FiscalCouncil (if installed) undertake to solve, by means of arbitration conducted before theMarket Chamber of Arbitration (Cmara de Arbitragem do Mercado), any and alldisputes that may arise between them related or deriving, particularly, from theapplication, validity, effectiveness, construction, violation and the its effects, of theprovisions of the Corporation Law, these bylaws, the norms published by the Brazilian

Monetary Council (Conselho Monetrio Nacional), the Central Bank of Brazil (BancoCentral of the Brasil) and CVM, as well as the other norms applicable to the operationof the capital market in general, as well as those contained in the Novo MercadoRegulation, in the regulation of the Arbitration Chamber of Novo Mercado, theSanctions Regulation and Novo Mercado Participation Agreement.

CHAPTER XI

LIQUIDATION

Article 44 - The Company shall be liquidated and dissolved in the cases provided forby law and the Shareholders Meeting shall be responsible for establishing the form of

liquidation, elect the liquidator and, as the case may be, the Fiscal Council to thiseffect.

CHAPTER XII

GENERAL PROVISIONS

Article 45 The Company shall observe the shareholders agreement filed at its headoffice and the members of the board of the Shareholders Meeting or Board of

Directors are forbidden to accept any vote from any shareholder who is a signatory ofany shareholders agreement duly filed at the companys head office which is not inaccordance with the provisions of the abovementioned agreement. Similarly, the

company is also expressly forbidden to accept and transfer shares and/or encumberand/or assign the rights of first refusal in the subscription of shares and/or other


25/25

securities without regard for the provisions and regulations of the shareholdersagreement.

Article 46 The cases not addressed in these Bylaws shall be handled by theShareholders Meeting and regulated according to the precepts of the Corporation Law.

Article 47 With due regard for the provisions of article 45 of the Corporation Law,the value of the reimbursements to be paid to the dissident shareholders will be basedon the equity value reflected in the latest balance sheet approved by theShareholders Meeting.

Article 48 - The payment of dividends approved by the Shareholders Meeting, as wellas the distribution of shares as a consequence of a capital increase will be made nolater than 60 days as of the date of publication of the relevant minutes.

Article 49 The Company may negotiate its own shares, with due regard for the

legal provisions and the norms to be issued by the Brazilian Securities Commission(Comisso de Valores Mobilirios).

Article 50 The provisions of the Novo Mercado Rules shall prevail in relation to thestatutory provisions in the event of prejudice to the rights of the recipients of thetender offers set forth in these Bylaws.

* * *

Minutes of the Extraordinary General Shareholders' Meeting 08.13.2013

Documents

Transcript of Minutes of the Extraordinary General Shareholders' Meeting 08.13.2013