Powers of the Board of Directors

The Board of Directors is empowered to:

I - establish the objectives, policies and general orientation of the Company and define its organizational plan;
II - approve the annual and multi-year business plan and budget;
III - call the ordinary annual general meeting, and if needed, extraordinary general meetings, and to give input on the matters under the competence of the general meeting, including:

a) Creation of preferred shares or increase of existing classes, without preserving proportionality with the other types and classes of shares, and creation of a new class of common shares, should this be legally permitted;
b) Reduction of the obligatory dividend;
c) Consolidation, merger, split-off or transformation of the Company, or by the Company of another firm, or any such operation in which a subsidiary or affiliate of the Company is a party;
d) Participation in business groups;
e) De facto change of the Company's business purpose, defined as a decision to practice certain acts that imply a significant change in the sources of the Company's revenues, making the new sources the main providers of the Company's income;
f) Any amendment to the Company's Bylaws other than one referring to a cash increase up to the authorized capital;
g) Constitution of accounting reserves, funds or provisions with repercussions on the rights and interests of the minority shareholders;
h) Issuance of any bonds, debentures, subscription warrants, promissory notes or other securities for public subscription, pursuant to Resolution 1723/90 of the National Monetary Council;
i) Liquidation, dissolution and voluntary acts of financial reorganization and cessation of same; and
j) Redemption or amortization of shares;

IV - elect and dismiss the Company's executive officers;

V - express an advance opinion on the Annual Report, accounts of the Executive Board,
financial statements for the year, and examine the monthly trial balances;

VI - supervise the activities of the executive officers and examine the Company's acts, documents and contracts;

VII - submit to the general meeting the proposal for destination of the net income for the year;

VIII - authorize the disposal of assets classified as permanent [fixed assets, fixed investments and deferred charges] and the constitution of in rem guarantees;

IX - authorize the provision of third-party guarantees and obligations;

X - choose and dismiss the independent auditors;

XI - propose to the general meeting the amendment of the Bylaws or the consolidation, merger, split-off, dissolution, liquidation or reorganization of the Company;

XII - authorize the buyback of the Company's shares, only for cancellation;

XIII - set the individual compensation of the members of the Board of Directors and Executive Board, for which the general meeting has approved the overall amount;

XIV - decide on:

a) increase of the capital stock up to the limit set forth in the Bylaws, setting the conditions for issuance and placement of the shares;
b) execution of all the contracts and obligations that the Company intends to assume with third parties, including lease operations, which raise the commitments with terms of 180 days or more to a level greater than 10% of its net equity, as well as operations involving disposal of assets representing more than 5% of the Company's total assets;
c) execution of loan agreements by the Company with companies in which it is a shareholder, or in which its controlling shareholders have direct or indirect holdings;
d) making investments outside the Company's main field of activity;
e) making new technical or financial investments, or investments in affiliated or controlled companies, any time the principal amount surpasses 5% of the Company's net equity;
f) execution of agreements whose subject matter can limit the Company's power to manage its productive, marketing and technological development process or that substantially modify the nature of its activities;
g) acquisition and/or disposal of any holding of the Company worth more than R$2,000,000.00 in an existing company or one to be incorporated.