The affirmative vote from all Control Group Members shall be required for approval of the following matters:

  1. Approval or any changes in our Budget or Annual Business Plan;
  2. Definition of the topics to be submitted to the General Stockholders‘ Meeting, as well as to call stockholders for Annual General Stockholders‘ Meetings and, when deemed convenient, Extraordinary General Stockholders Meetings;
  3. Submission to the Stockholders Meeting of proposals for appropriation of profit, payment or non-payment of dividends and amendments to the Company‘s bylaws;
  4. The issue of (A) shares, subscription warrants or debentures convertible into common shares, provided that the authorized capital is complied with, and may also exclude (or decrease the time period) of preemptive rights in the issue of shares, subscription warrants and debentures convertible into shares, provided that the authorized capital is complied with; in the events permitted by Law 6,404/76 and under the terms and limits established in the Company’s bylaws; and (B) other marketable securities, including debentures not convertible into shares, as well as issues to obtain funds, of notes, commercial papers, bonds or other instruments that are ordinarily used in business transactions, resolving on the conditions for the issue, placement, distribution and redemption;
  5. Creation of technical or advisory committees to provide support to the Company’s Board of Directors in management matters, with defined objectives and roles;
  6. The execution of any contracts, the assumption of any obligations and debt at amounts exceeding R$ 3,000,000.00 (three million reais), either in a single transaction, with a single client or in several successive and related transactions carried out within a period of 12 (twelve) months, provided that the transaction is not detailed in the Company’s Budget or Annual Business Plan, and the foregoing amount be adjusted annually by the positive variation of the Amplified Consumer Price Index (IPCA);
  7. The execution or amendment to any agreement, the performance of any business or transaction between the Company and/or any of the Company‘s associates and/or subsidiaries on the one side, and any of the Stockholders and/or their associates on the other side, at amounts exceeding R$ 1,500,000.00 (one million and five hundred thousand reais), either in a single transaction, with the same associate, or in several successive and related transactions carried out within a period of 12 (twelve) months, provided that the transaction is not detailed in the Company’s Budget or Annual Business Plan, and the foregoing amount be adjusted annually by the positive variation of the Amplified Consumer Price Index (IPCA);
  8. The acquisition, sale or encumbrance of non-current assets, directly or indirectly, at amounts exceeding R$ 1,000,000.00 (one million reais), either in a single transaction, with the same Individual or Legal Entity, or in several successive and related transactions carried out within a period of 12 (twelve) months, provided that the transaction is not detailed in the Company’s Budget or Annual Business Plan, and the foregoing amount be adjusted annually by the positive variation of the Amplified Consumer Price Index (IPCA);
  9. The offering of collaterals, securities or any other guarantees for third-party obligations, other than between the Company and/or its associates and/or subsidiaries, as applicable;
  10. Changes in accounting practices adopted by the Company, in order to ensure that the best accounting practices according to applicable Brazilian legislation are complied with;
  11. Definition of a policy for financial investments by the Company;
  12. Investments in items not included in the core activity of the Company;
  13. The establishment of any subsidiary or associate, the acquisition, sale or encumbrance, for any purpose, of interest in the capital of other companies and the exercise of the voting rights as partner or stockholder of the mentioned companies;
  14. Resolve on any associations, as well as approve Company’s investments in other companies, in consortia and the like, and in stockholders‘ agreements;
  15. Dismissal of the of the Company‘s Officers;
  16. Resolve on any changes in the compensation of the Company‘s Officers ;
  17. Open, hold and close branches, affiliates and offices, in Brazil and abroad;
  18. According to the plans approved by the General Stockholders Meeting, grant stock options to members of management and employees;
  19. Resolve on the acquisition of shares issued by the Company for cancellation or to be kept in Treasury, as well as on the resale, re-placement in the market or cancellation, provided that the standards issued by the Brazilian Securities Commission (CVM and other applicable legislation are complied with;
  20. The selection and approval of the advisors and the investment bank that shall support the public offering of shares issued by the Company;
  21. Express themselves in favor or against any public offer for the acquisition of the Company‘s shares through a reasoned opinion previously prepared, disclosed within 15 (fifteen) days of publication of the notice of the public offer of shares, which shall address at least (A) the convenience and opportunity of the public offering of shares as regards the interest of all stockholders and the liquidity of the securities issued by the Company; (B) the impact of the public offering of shares on the Company’s interests; (C) the strategic plans disclosed by the offering stockholder in relation to the Company; (D) other topics the Board of Directors may deem appropriate, as well as information required by the applicable standards established by the CVM;
  22. Prepare a list including three names of companies specialized in economic valuation of companies, to prepare an appraisal report of our shares in the event of public offering for acquisition with a view to canceling the registration as a publicly-held company or withdrawal from the BM&FBOVESPA‘s New Market category; and
  23. The definition of how The Company’s Board, its associates and/or subsidiaries, shall vote on the matters of the same type as those listed in item “d” above and in this item “g”, as applicable, at the General Meetings of Stockholders or Partners, as applicable, of the companies of which we are stockholders or partners, either directly or indirectly.