Management Proposal submitted to the Extraordinary General Meeting to be held on December 30th,...

8/10/2019 Management Proposal submitted to the Extraordinary General Meeting to be held on December 30th, 2014, at 11:00 a.m

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ENEVA S.A.

CNPJ/MF: 04.423.567/0001-21

NIRE: 33.3.0028401-0

(Public Held Company)

Management Proposal submitted to the Extraordinary General Meeting to

be held on December 30th, 2014, at 11:00 a.m.,

pursuant to the Notice of Meeting

Dear Shareholders,

The Management of ENEVA S.A. (Company), pursuant to the pertinent legislation

and the Company Bylaws, and in the best interests of the Company, submits the

following proposals for your consideration, pursuant to the Extraordinary General

Meeting:

(i) Ratification of the Companys judicial recovery request filed, on an

emergency basis, at the Court of the City of Rio de Janeiro, on December

9th, 2014;

The Company and its controlled company ENEVA Participaes S.A., by orientation


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h

The Companys Management proposes the election of the following new members

to the Companys Board of Directors, for a period until the date of the Companys

Ordinary General Meeting in 2015:

Fabio Hironaka Bicudo Board Member

Adriano Carvalhdo Castello Branco Gonalves Board Member

Messrs. Fabio Hironaka Bicudo and Adriano Carvalhdo Castello Branco Gonalves

will not be elected as independent members of the Companys Board of Directors.

Additionally, shall be called within the period prescribed by the regulations,

specially by the rules of Novo Mercado of BM&FBovespa, new shareholders' meeting

in order to recompose the Board of Directors with the election of independent

members.

In compliance with article 10 of CVM Ruling 481, the Annexure I of this proposal

gives the information called for in items 12.6 to 12.10 of the Companys Reference

Form. This information is also available on the websites of the Company

(http://ri.eneva.com.br), the CVM (www.cvm.gov.br) and BM&FBOVESPA

(www.bmfbovespa.com.br).

(iii) Change of the minimum number of members of the Companys Board
http://www.cvm.gov.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.cvm.gov.br/


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The Companys Management proposes to adjust the wording of Article 5 of the

Company's Bylaws in order to reflect the ratification of the capital increase

approved on the Companys Board of Directors Meeting held on August 1st, 2014

and, consequently, amend the Companys Bylaws, by introducing newwording as

contained in the draft attached as Annexure II hereto.

The Management believes that there will be no legal effects to the Company or its

shareholders as a result of the adjustment of the wording of Article 5 of the

Company's Bylaws. Also, the Management do not expects any economic effects

resulting from the change proposed herein.

In order to comply with the provisions of article 11 of Brazilian Securities

Commission (CVM) Ruling No. 481/2009 (CVM Ruling 481), the Companys

Management submits the Annexure III to this proposal, containing: (a) copy of the

Bylaws with the proposed amendments highlighted and (b) a report detailing the

origin of and the justification for the amendments proposed, with an analysis of

their legal and financial effects.

(v) Change of the global annual compensation of the Companys

management;


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(a) Individual Shareholder:

(i) Shareholders Identity Document;

(ii) A statement from the custodian of ENEVA shares confirming the

shareholding, dated not more than two (2) business days previous tothe date of the General Meeting; and

(iii) If represented by an attorney, the documents listed in item (c) below.

(b) Corporate Shareholder:

(i) Identity document of the legal representative or attorney attending

the meeting;

(ii) A statement from the custodian of ENEVA shares confirming the

shareholding, dated not more than two (2) business days before the

date of the General Meeting;


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law (article 126, paragraph 1st of Law 6,404/76). The attorney must

be a shareholder, a manager of the Company, a lawyer, a financial

institution or an investment fund manager representing the fund

members; and

(ii) Identity document of the attorney.

NB: Powers of attorney issued outside Brazil shall be notarized by a notary public

duly qualified for the purpose, consularized at a Brazilian consulate and translated

into Portuguese by a sworn translator.

In order to facilitate the paperwork, the Company requests that the above

documentation be sent up to two (2) days before the date of the Meeting, by hand,

mail or email (in which case the document itself must be brought to the Meeting),

to one of the following addresses:

Delivery of Original Documents:

For the attention of: ENEVA Corporate Secretarys Office

Praia do Flamengo, 66, 7th floor

Ri d J i CEP 22210 903


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Jrgen Kildahl

Chairman of the Board of Directors

ENEVA S.A.


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Name Age Management body Election Date Term of office

INDIVIDUAL TAXPAYER CARD (CPF) NO. Profession Elective office held Date of investiture Elected by ControllingShareholder

Other positions and functions held at the issuer

Yes

Professional background/Declaration of convictionsRicardo Levy - 028.595.667-16

a. Ricardo Levy is graduate in Economics and Business Administration from PUC-Rio, with an MBA from Coppead/UFRJ. Has over 20 years of financial experience and has held various executive positions at Lightand BHG before joining Eneva in 2014.

b. Ricardo Levy declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative proceedingsfiled with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.

Alexandre Americano Holanda e Silva - 075.225.197-05

a. Alexandre Americano Holanda e Silva is, currently, Chief Executive Officer, Legal and Regulatory Officer of ENEVA. Acted as General Counsel and Institutional Relations Officer of ENEVA (2008-2014), as interimDeputy CEO of ENEVA (jun/2013jan/2014), in 2007 he was Legal Superintendent at Brasil Ecodiesel and from 1999 to 2006 worked in the BBM Group (Banco BBM and BBM Holding), acting as Legal Manager.He is a law graduate from PUC-RJ (2001), with an MBA in Finance and Capital Markets (2003) and a graduate degree in Company Law (2005), both from the Getlio Vargas Foundation - FGV. At UCSD (1999) hecompleted the NALA (National Association of Legal Assistants) program and graduated as a legal assistant for the State of Cal ifornia (USA).

b. Alexandre Americano Holanda e Silva declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result ofadministrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional orcommercial activities.

Jrgen Kildahl - 000.000.000-00

a. Jrgen Kildahl is a graduate from the Norwegian School of Economics and Business Administration, holds a Master of Science in Economics and Business Administration (MSc) and an MBA in Finance from the

same school. He also specialized in Harvard Business SchoolsAdvance Management Program (AMP), USA. He is currently a member of the Board of Directors of E.ON AG, in Dsseldorf, Germany (Core activity:electricity generation) (since 2010). He was a manager at International Fund Management Ltd. (core activity: investment in assets) (1988-1991) and Public Relations Consulting Partner of the Geelmuyden.KieseGroup, Oslo, Norway (Core activity: consultancy). He was also Deputy CEO of Statkraft Markets SF (Core activity: electricity generation) (1999-2001) and Statkraft AS (Core activity: electricity generation), in theareas of Market and Commercial Operations in Europe and Energy Generation and Market in Europe (2001-2010).

b. Jrgen Kildahl declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrativeproceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.

Keith Plowman - 000.000.000-00a. Keith Plowman is an Engineering graduate from UWIST (1980) and holds an MBA from Aston University. He is currently a Chief Operating Officer of E. ON International Energy (core activity: power generation)(since September 2011). He was previously a Director of Steam Germany and of Fleet Management Steam (core activity: power generation) (2010-2011). He was a member of the Board of Directors of E. ONKraftwerke GmbH (core activity: power generation), Development & Construction Director and Energy Generation Director of Eon UK Ltd (core activity: power generation) (2004-2007), and also held the followingpositions in CHP Ltd. (core activity: power generation): Engineering Superintendent 1991-1997, Sales Superintendent (1998-2002) and Superintendent General (2002-2004).


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Name Age Management body Election Date Term of office

INDIVIDUAL TAXPAYER CARD (CPF) NO. Profession Elective office held Date of investiture Elected by ControllingShareholder

Other positions and functions held at the issuer

b. Keith Plowman declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrativeproceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.

Stein Dale - 000.000.000-00

a. Stein Dale is a graduate of the Defense Language Institute- Norwegian Armed Forces, with a Masters degree in Business from the Norwegian Business School, and specialization from IMD in Lausanne,Switzerland and Harvard Business School, USA. He is currently CEO of E.On International Energy (since 2012). He was CEO of Mu lticonsult AS (2011-2012), CFO of Statkraft (2002-2011), Vice President of EnitelASA (2000-2001), Vice President of Telia Norge AS (1994-2000). He also served as member of the Board of Directors of Multiconsult AS (2011 -2012), SN Power (2005-2010), Statkrafet Treasury Centre Belgium(2008-2011), BKK (2007-2010), E.On Sweden (2005-2009) and Fjordkraft (2004-2006).

b. Stein Dale declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative proceedingsfiled with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.

Fabio Hironaka Bicudo - 820.110.876-00

a. Fabio Hironaka Bicudo has a degree in Economics by Fundao Getlio VargasFGV (So Paulo) and an MBA in Finance by Columbia Business School, having studied also in HEC (cole des Hautes tudesCommerciales) in Paris. He has worked as co-head of the Investment Bank and was a member of the Brazil Management Committee of Goldman Sachs in Brazil (2010 to 2013). He has over 16 years of experiencein investment banking, having worked at Goldman Sachs, as well as in Citigroup in New York and So Paulo (2000 to 2005). He acted as Chief Executive Officer and, cumulatively, Investor Relations Officer ofENEVA S.A. (February to December/2014).

b. Fabio Hironaka Bicudo declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrativeproceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.

Adriano Carvalhdo Castello Branco Gonalves 085.158.937-54

a. Adriano Carvalhdo Castello Branco Gonalves is graduated with a degree in law from Pontifcia Universidade Catlica do Rio de Janeiro (PUC-RJ), a Masters Degree in Business Law from Brazilian CapitalMarkets Institute (IBMEC) and attended the Mergers & Acquisition course at New York University (NYU). Currently, he is a member of the Board of Officers of the Brazilian Institute of Business Law - IBRADEMP.Mr.Castello Branco was a lawyer at Veirano Advogados from 2001 to 2007 and at Davis Polk & W ardwell (NY) from 2007 to 2008. He a cted as Executive Manager of Corporate Finance at EBX Holding Ltda. from 2009to 2013. He is currently Director of Mergers and Acquisitions at EBX Holding Ltda.

b. Adriano Carvalhdo Castello Branco Gonalves declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as aresult of administrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional orcommercial activities.


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12.7 -Composition of the statutory committees and the audit, finance and compensation committees

Name Committee type Position held Profession Date elected Term of office

INDIVIDUAL TAXPAYER CARD (CPF) NO. Description of othercommittees

description of other positions held Age Date of investiture

Other positions/ functions held at the issuer Professional background/Declaration of convictions

Keith Plowman

000.000.000-00

Passport No. 801463073

Audit Committee President of the Committee Engineer

55

June 13, 2013

June 13, 2013

1 year

Member of the Board of Directors (Permanent). a. Keith Plowman is an Engineering graduate from UWIST (1980) and holds an MBA from Aston University. He is currently a ChiefOperating Officer of E. ON International Energy (core activity: power generation) (since September 2011). He was previously aDirector of Steam Germany and of Fleet Management Steam (core activity: power generation) (2010-2011). He was a member of theBoard of Directors of E. ON Kraftwerke GmbH (core activity: power generation), Development & Construction Director and EnergyGeneration Director of Eon UK Ltd (core activity: power generation) (2004-2007), and also held the following positions in CHP Ltd.(core activity: power generation): Engineering Superintendent 1991-1997, Sales Superintendent (1998-2002) and Superintendent

General (2002-2004).b. Keith Plowman declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, orto punishment or enforcement of penalties as a result of administrative proceedings filed with the CVM, or to final judgment in thejudicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional orcommercial activities

Stein Dale

000.000.000-00

Member of the Board of Directors(Permanent)

Financial Committee Member of the Committee (Permanent) Administrator

49

June 13, 2013

June 13, 2013

1 year

Jrgen Kildahl

000.000.000-00

President of the Board of Directors

Other Committee

Human Resources Committee

President of the Committee Economist

50

June 13, 2013

June 13, 2013

1 year


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12.10 - Relationships of subordination, rendering of services or control between managers and subsidiaries, controlling

shareholders and other:

Identification CPF/CNPJ Type of Managers relationship with the Related

party

Type of Related party

Position/Function

Fiscal year ended December 31, 2013

Manager of the issuer

Eike Fuhrken Batista

Controlling Shareholder of the Company

664.976.807-30 Control Supplier

Related Party

MMX Minerao e Metlicos S.A.

President of the Board of Directors Controlling Shareholder of theCompany

02.762.115/0001-49

Note

Mr. Eike Batista, the companys controlling shareholder, together with Mr. Eliezer Batista da Silva, members of the Board of Directorsof ENEVA, is also members of the Board of Directors ofMMX Minerao e Metlicos S.A. (MMX) while Mr. Eike Batista is Chairman of the Board and direct and indirect controlling shareholder of MMX, a company with which UTE ParnabaGerao de Energia S.A. (UTE), a subsidiary of ENEVA, signed an energy sales contract on 2/13/2008, as published in agreements with related parties of both parent companies.



Controlling Shareholder of the Company


Related PartyParnaba Gs Natural S.A. 11.230.122/0001-90

Indirect Controlling Shareholder of the Company

Note


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Mr. Eike Batista is one of the controlling shareholders of ENEVA and President of the Board of Directors and controlling shareholder of leo e Gs Participaes S.A., controlling shareholderof OGX Petrleo e Gs S.A., shareholder of the associated company Parnaba Gs Natural S.A.




President of the Board of Directors and Controlling Shareholder of the

Company


Related Party


President of the Board of Directors Controlling Shareholder of theCompany

02.762.115/0001-49

Note

Mr. Eike Batista, the companys controlling shareholder, together with Mr. Eliezer Batista da Silva, members of the Board of Directorsof ENEVA, is also members of the Board of Directors ofMMX Minerao e Metlicos S.A. (MMX) while Mr. Eike Batista is Chairman of the Board and direct and indirect controlling shareholder of MMX, a company with which UTE ParnabaGerao de Energia S.A. (UTE), a subsidiary of ENEVA, signed an energy sales contract on 09/13/2011, as published in agreements with related parties of both parent companies.



President of the Board of Directors and Controlling Shareholder of theCompany


Related Party

Parnaba Gs Natural S.A.

Indirect Controlling Shareholder of the Company

11.230.122/0001-90

Note

Mr. Eike Batista is one of the controlling shareholders of ENEVA and President of the Board of Directors and controlling shareholder of leo e Gs Participaes S.A., controlling shareholderof OGX Petrleo e Gs S.A., shareholder of the associated company Parnaba Gs Natural S.A.


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Eike Fuhrken BatistaPresident of the Board of Directors and Controlling Shareholder of theCompany

664.976.807-30Control Supplier

Related Party

Prumo Logstica S.A.


08.741.499/0001-08

Note

Mr. Eike Batista, President of the Board o f Directors and Controlling Shareholder of the Company, jointly with Mrs. Eliezer Batista da Silva, Paulo Monteiro Barbosa Filho, Flavio Godinho, Luizdo Amaral de Frana Pereira and Samir Zraick, all members of the Board of Directors of ENEVA S.A., are also members of the Board of Directors of Prumo Logstica S.A. (Prumo), while MrEike Batista is also the President of the Board of Directors of ENEVA S.A. and direct and indirect controlling shareholder of Prumo, controlling shareholder of LLX Au Operaes PorturiasS.A. (LLX Au), company with which UTE Porto do Au Energia S.A. (UTE), subsidiary company of ENEVA, signed the lease agreement of property owned by LLX Au, for the installationof the UTEs power plant on 13/02/2008, as published in the agreements with related parties of both Controlling companies.





Related Party



02.762.115/0001-49

Note

Mr. Eike Batista, President of the Board of Directors and the companys controlling shareholder, jointly with Mrs. Eliezer Batista da Silva, Luiz do Amaral de Frana Pereira and Samir Zraick,all members of the Board of Directors of ENEVA, are also members of the Board of Directors of MMX Minerao e Metlicos S.A. (MMX) while Mr. Eike Batista is President of the Board anddirect and indirect controlling shareholder of MMX, a company with which UTE Parnaba Gerao de Energia S.A. (UTE), a subs idiary company of ENEVA, signed an energy sales contracton 13/09/2011, as published in agreements with related parties of both parent companies.


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ANNEXURE II

NEW WORDING FOR THE BYLAWS

ENEVA S.A.

CNPJ/MF: 04.423.567/0001-21

NIRE: 33.3.0028401-0

(Public Company)

BYLAWS

CHAPTER I

NAME, HEAD OFFICE, OBJECT AND DURATION

Article 1 - ENEVA S.A. (Company) is a corporation governed by the present Bylaws, by Law No. 6,404 of December, 1976 (Law No.6,404/76) and by the other applicable laws and regulations.

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

Article 2 The Companys principal place of business is located in the City of Rio de Janeiro, State of Rio de Janeiro, and the Companymay open branches and agencies in Brazil 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 place of business, anywhere in Brazil or abroad.

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


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Article 4 - The Companys term of duration is indefinite.

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 hundredthirty-six million, five hundred sixty-eighty thousand, three hundred and twenty reais and eighty-five cents) R$ 4.711.337.093,96 (fourbillion, seven hundred eleven million, three hundred thirty-seven thousand, ninety three Reais and ninety-six cents) represented by578.479.962 (five hundred seventy-eight million, four hundred and seventy-nine thousand, nine hundred sixty-two) 840.106.107 (eighthundred and forty million, one hundred and six thousand, one hundred and seven) nominative common shares in book-entry form andwith no par value.

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

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

Paragraph 3 All of the Companies shares are in book entry form and shall be kept in an escrow account in the name of i ts holders, ata financial institution authorized by the Brazilian Securities Commission (Comisso de Valores Mobilirios - CVM) with which theCompany holds a valid custody agreement, without the issuance of certificates. The custodian institution may collect from theshareholders the cost of transfer and annotation of the ownership of the book entry shares, as well as the service relative to the shareskept in custody, with due regard for the maximum limits fixed 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. Whenever one share belongs to more than one person, therights granted to such share shall be exerted by the representative of the joint ownership.

Paragraph 6 Except for the provisions of Article 6, Paragraph 3, the shareholders have the right of first refusal, proportionately to theirown interest, to subscribe for shares, debentures convertible into shares or subscription warrants issued by the Company, which right canbe exerted within the legal timeframe of 30 days.


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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 the shares already issued, irrespective of any amendments to its bylaws.

Paragraph 1 The capital increase will be implemented upon a resolution of the Board of Directors, which will be responsible for settingforth the conditions for the issue, including the price, term and form of payment. In case of subscription and payment with assets, the

Shareholders Meeting shall be competent to resolve on the capital increase, after hearing the Fiscal Council, if installed.

Paragraph 2 With due regard for the limit of the authorized capital, the Company may issue common shares and subscriptionwarrants.

Paragraph 3 At the discretion of the Board of Directors, the right of first refusal can be excluded or the timeframe addressed in 4 ofart. 171 of Law No. 6,404/76 can be reduced upon the issuance of common shares, and subscription warrants, the placement of which ismade by means of (i) sale in the stock market or public subscription, or (ii) swap of shares, in a public takeover bid, pursuant to law andwith due regard for the limit of the authorized capital.

Article 7 - At the discretion of the Board of Directors, the Company may acquire its own shares to keep in treasury and to subsequentlydispose of or cancel them, up to the 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 and regulatory provisions.

Article 8 - At the discretion of the Board of Directors and with due regard for the plan approved by the Shareholders Meeting, theCompany grant, to the benefit of its managers, employees or individuals rendering service to the Company, an option intended to thepurchase or subscription of shares without the shareholders being entitled to the right of first refusal, which option can be extended to themanagers or employees 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 one Executive Committee, in accordance with the duties andpowers granted by the applicable legislation and by these Bylaws.


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Article 10 - The investiture of the managers is conditioned to the prior execution of the Instrument of Consent by the Managementmentioned in the Novo Mercado Regulation, as well as to the compliance with the applicable legal requirements. Immediately after takingoffice, the managers must inform BM&FBOVESPA about the quantity and characteristics of the securities issued by the Company directlyor indirectly held by them, including their derivatives.

Article 11 - The Annual Shareholders Meeting shall fix the annual overall amount of the remuneration of the Companys managementand 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) five (5) and a maximum of ten (10) members, who mayor may not be shareholders of the Company, 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 of Directors shall be Independent Board Members.Independent Board Member is any member that (i) is not related to the Company in any manner other than through its interest in thecapital stock; (ii) is not a controlling shareholder, spouse or relative up to the second degree of kinship of the controlling shareholder, is

not and has not been, for the past three years, related to the Company or related to the controlling shareholder (persons related to publiceducation and/or research institutions are excluded from this restriction); (iii) has not been, in the past three years, an employee orExecutive Officer of the Company, of the controlling shareholder or a company controlled by the Company; (iv) is not a direct or indirectsupplier or purchaser of services of products of the Company, to an extent that entails loss of independence; (v) is not an employee ormanager of the company or an entity that is offering or receiving services and/or products to and from the Company, in magnitude thatresults in loss of independence; (vi) is not the spouse or relative up to the second degree of kinship of a manager of the Company; or(vii) does not receive any compensation from the Company of the than the compensation payable to a board member (cash proceedsderiving from an interest occasionally held in the capital our excluded from this restriction). Any board member elected pursuant to theterms of paragraphs 4 and 5 of Article 141 of the Corporation Law is also considered an Independent Board Member. The qualification asindependent board member shall be expressly declared in the minutes of the Shareholders Meeting that elects him.

Paragraph 2 Whenever the result of the application of the percentage defined above reflects a fractional number of board members,

this number will be rounded up for the integer number: (i) immediately above it, if the fraction is equal to or greater than five tenths(0.5); or (ii) immediately below it, if the fraction is smaller than five tenths (0.5).


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Paragraph 3 The members of the Board of Directors shall take office upon the execution of the instrument of investiture drawn up inthe Book of Minutes of Meetings of the Board of Directors. The members of the Board of Directors may be removed at any time by theShareholders Meeting, and shall remain in their positions until their successors take office.

Article 13 The Board of Directors shall have one (1) Chairman and one (1) Vice Chairman, which shall be elected by the simple

majority of the votes present, in the first meeting of the Board of Directors held immediately after such members take office, or wheneversuch positions go vacant. The Chairman and the Vice Chairman shall be appointed for a two (2)-year term. In case of absence ortemporary impairment of the Chairman of the Board of Directors, the Vice-Chairman will assume the duties of the Chairman. In case ofabsence or temporary impairment of the Chairman and Vice Chairman of the Board of Directors, the duties of the chairman will beassumed by another member of the Board of Directors designated by the other members of the Board of Directors.

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

Article 14 - The regular meetings of the Board of Directors shall take place at least six (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 own initiative or at the writtenrequest of any Board member, with prior notice of at least three (3) business days and specifying the date, place and time and informingthe detailed agenda. Failure by the Chairman to call any meeting requested by any Board member within five (5) days from the date of

receipt of the request by any member allows any other member to call the requested meeting. No resolution shall be passed on anymatters that are not expressly included in the agenda.

Paragraph 1 The meetings of the Board of Directors may be called by its Chairman and/or the Vice Chairman without regard for thetimeframe set forth above whenever any urgent matters so require, provided that all other board members are unequivocally 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 withproof of receipt.

Paragraph 2 Irrespective of the formalities provided for in this article, any meeting to which all Board Members are present will beconsidered regular. The attendance of a Board member at a meeting shall constitute a waiver of notice of such meeting, except when themember attends the meeting for the express purpose of objecting at the beginning thereof to the transaction of any business because themeeting has not been properly called or convened.

Article 15 - The meetings of the Board of Directors shall be convened in the first call with the attendance of half of its members. If theBoard of Directors fails to achieve the required quorum at such duly called meeting of the Board of Directors, the members present shalladjourn the meeting to the second (2nd) day from the time such adjournment (duly taking into account any circumstances that mayprevent any member from attending or participating in such reconvened meeting), and shall promptly give written notice to the members


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of the time and place at which the meeting shall reconvene. For avoidance of doubt, the quorum requirement above shall also apply tosuch adjourned meeting of the Board of Directors.

Paragraph 1 The meetings of the Board of Directors shall be presided by the Chairman of the Board of Directors and any personappointed by him may act as Secretary. 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, in his absence, by any board member elected by the majority of the votesof the other members of the Board of Directors, the chairman of the meeting being responsible for designating the Secretary.

Paragraph 2 In case of temporary absence of any member of the Board of Directors, the relevant member of the Board of Directorsmay, 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 the meeting or by means of a digitally certified e-mail.

Paragraph 3 Should any position of the Board of Directors go vacant for any reason, the substitute will be appointed by theExtraordinary Shareholders Meeting for the remainder of the corresponding term of office. For the purposes of this paragraph, thepositions of the Board of Directors may go vacant as a consequence of dismissal, death, resignation, proven impairment or disability.

Paragraph 4 The resolutions of the Board of Directors may be passed upon the favorable vote of the majority of the members present

or who may have cast their votes 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 the companys principal place of b usiness. In exceptionalcases, single members unable to attend in person for any reason may participate in a meeting of the Board of Directors by conference callor similar communications equipment by means of which all persons participating in the meeting can hear one another, and suchparticipation shall constitute presence in person at such meeting.

Paragraph 1 Upon adjournment of the meeting, the minutes of the corresponding meeting shall be drawn up and signed by all boardmembers physically present to the meeting and subsequently transcribed in the Book of Minutes of Meetings of the Companys Board ofDirectors. The votes cast by board members remotely present to the meeting of the board or who have manifested themselves asprovided for in article 15, paragraph 2 of these Bylaws shall also be reflected in the Book of Minutes of Meetings of the Companys Boardof Directors and a copy of the letter, fax or e-mail message, as the case may be, contain the vote of the board member shall be attached

to the book immediately after the transcription of the minutes. All members of the Board of Directors shall receive a copy of the minutesof the Board of Directors without undue delay.

Paragraph 2 The Minutes of Meetings of the Companys Board of Directors containing resolutions intended to produce effects beforethird parties shall be published and filed at the commercial registry.


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Paragraph 3 The members of the Executive Committee of the Company shall be present at the meetings of the Board of Directors,when so convened, to report on the course of the business operations of the Company and answer questions by the members of theBoard of Directors. The Board of Directors may allow other persons to attend its meetings, with a view to follow up the resolutions and/orrender clarifications 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 the Companys business, as well as the control andinspection 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 matter which is not in the scope of the private competenceof the Shareholders Meeting or of the Executive Committee;

II. To outline the general guidelines of the Companys business and to decide on any matterof material significance for the strategy ofthe Company, provided, however, that the Executive Committee will be responsible for all decisions related to MPX daily activities asprovide herein;

III. Appointment and dismissal of the members of the Executive Committee including the approval of their respective compensation

package within the pre-approved total amount 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 inthese Bylaws, as well as to appoint the Investor Relations Officer, with due regard for the provisions of these Bylaws;V. To resolve, collegially or through its Chairman, on the call of the Shareholders Meeting, when deemed expedient or, in the case ofarticle 132 of the Corporation Law (Law No. 6404/76);

VI. To inspect the management of the members of the Executive Committee examining, at any time, the Companys books and papersand 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. Theexternal audit company shall report to the Board of Directors;

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

IX. To assess the Management Report, financial statements and the accounts of the Executive Committee and to resolve on thesubmission thereof to the Shareholders Meeting;


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X. To approve the Companys annual business and strategic plan as well as the annual budgets, as prepared and recommended by theExecutive Committee, and amendments thereto exceeding an amount of the higher of (i) a deviation of twenty-five per cent (25%) of theoriginal 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 toArticle 6 of these Bylaws, stipulating the conditions for issuance, including price and terms for payment, as well as to exclude (or reducethe timeframe for) the right of first refusal in the issuance of shares, subscription warrants and convertible debentures the placement ofwhich is made by means of a sale in the stock market or public takeover bid, pursuant to terms provided for by law;

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

XIII. To resolve on the acquisition, by the Company, of its own shares or on the launching of put and call options referenced to sharesissued by the Company, to keep in 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 activity with an amount in excess of R$200 million, unless approved in the annual business plan or budget, in asingle or a series of related transactions, or (ii) any power generation projects, venture, investment or activity by the Company or any ofits Subsidiaries;

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

XVI. Entering into any joint venture, association or other business cooperation involving MPX or any of its Subsidiaries which is ofstrategic importance for the Company;

XVII.Approval of the entering into or amendment of any Related Party Transaction with 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 its Subsidiaries assets, or the offer of guarantees to third parties on account of obligations incurred bythe Company itself, involving an amount in excess of R$100 million, unless approved in the annual business plan or annual Budget;


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XIX.Approval of investments or capital expenditures by the Company or any of its Subsidiaries involving an overall estimated amount inexcess of R$200 million in a single or a series of related transactions, unless this investment has already been approved by the annualbusiness plan or annual budget of the Company;

XX. Approval of loans, financings, non-convertible debentures, debentures not convertible into shares and not covered by in rem

guarantees, or other indebtedness or commercial papers involving an amount in excess of R$100 million, unless approved in the annualbusiness plan or budget;

XXI. To define the triple list of companies specialized in the economic assessment of companies for purposes of elaboration of theappraisal report on the companies shares, in case of cancellation of registration of the company as a publicly held company andwithdrawal 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 the Companys shares, by means of a reasoned previousopinion, disclosed within fifteen (15) days from the publication of the tender offer notice, opining on (i) the convenience and opportunityof the tender offer vis--vis the interests of the shareholders and the liquidity of their securities; (ii) the impact of the offer on the

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

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

XXV.Approval of the granting or contracting by the Company or its Subsidiaries of any guarantees or other security in relation to anyobligation of the Company or its Subsidiaries or any other person in excess of an amount of R$100 million, unless approved in the annualbusiness plan or budget;

XXVI.Approval of the execution of power trading activities including participation and public 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-up involving an amount in excess of R$200 million,unless approved in the annual business plan or budget;


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XXVIII. Implementation of significant changes or modifications to the accounting standards, policies and guidelines applied to theCompany; and

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

Article 18 The Chairman of the Board of Directors, or the person designated by the Chairman of the Board of Directors, shall representthe Board of Directors in the Shareholders Meetings.

Article 19 - For advisory purposes, the Board of Directors may stipulate the formation of technical and advisory committees with clearpurposes and duties, which committees may be formed by members of the Companys administrative bodies or otherwise.

Sole paragraph The Board of Directors shall be responsible for setting forth the norms applicable to the committees, including therules on membership, term of office, 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 countryand elected by the Board of Directors, the accumulation of duties by the same executive officer being permitted, being designated ChiefExecutive Officer, and Deputy Chief Executive Officer; the function of the Investor Relations Officer will be assigned to either the ChiefExecutive Officer or the Deputy chief Executive Officer.

Article 21 - The members of the Executive Committee shall take office upon the execution of the instrument of investiture drawn up inthe Book of Minutes of Meetings of the Executive Committee. The term of office of the members of the Executive Committee shall be oftwo (2) years, with reelection being permitted. The Executive Committee shall meet whenever required by the Companys business andshall be convened by the Chief Executive Officer or the Deputy Chief Executive Officer, with a minimum prior notice of 24 hours, in themeeting shall only be installed by the presence of all its members.

Paragraph 1 In case of temporary absence of any executive officer, such executive officer may, depending on the agenda, manifest his

vote in writing, by letter or fax surrendered to the other executive officer or even by means of digitally certified e-mail as proof of receiptthereof by the other executive officer.

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


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Paragraph 3 The meetings of the Executive Committee may be held by means of a conference call, video conference or any othercommunication media. Participating in a meeting as expressed above will be deemed personal attendance to the abovementionedmeeting. In this case, the members of the Executive Committee remotely present to the meeting of the Executive Committee shall casttheir votes by means of a letter, fax or any digitally certified e-mail.

Paragraph 4 Upon adjournment of each meeting, the corresponding minutes shall be drawn up and signed by all members of theExecutive Committee physically present to the meeting and subsequently transcribed in the Book of Minutes of Meetings of the ExecutiveCommittee. The votes cast by members of the Executive Committee remotely present to the meeting of the Executive Committee or whohave manifested themselves as provided for in paragraph 2 of this article, shall likewise be included in the Book of Minutes of Meetings ofthe Executive Committee, the copy of the letter, fax or e-mail, as the case may be, containing the vote of the Executive Officer to beattached to the book right after the transcription of the minutes.

Article 22 - The resolutions made in the meetings of the Executive Committee shall be passed by all votes of the members of theExecutive Committee present to each meeting or who may have cast their votes as provided for in article 21, paragraph 2 of thesebylaws.

Article 23 - It is the duty of the Executive Committee to manage the companys business in general and the performance, to this effect,of all acts deemed necessary or expedient except for those which, pursuant to law or these Bylaws, the Shareholders Meeting or theBoard of Directors is specifically competent to perform. In the exercise of their duties, the members of the Executive Committee maycarry out all operations and perform all acts required for the pursuance of the objectives of their positions, with due regard for theprovisions of these Bylaws as regards the form of representation, competence to perform certain acts and the general direction of thebusinesses set forth by the Board of Directors, including to resolve on the approval and allocation of proceeds, compromise, waive, assignrights, confess debts, enter into agreements, execute commitments, contract obligations, execute contracts, acquire, dispose of andencumber movable and immovable assets, offer guarantees, aval guarantees and surety, issue, endorse, pledge, discount, withdraw andsecure bonds in general, as well as to opened, operates and close accounts in credit establishments, with due regard for the legalrestrictions and the ones set forth in these Bylaws.

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

I. the day-to-day management, administration and supervision of the Company's business and affairs and all decisions related to the

Company's daily activities in accordance with the Company's business and strategic plan as well as the budget as approved by the

Board of Directors;


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

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

of these Bylaws;

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

VI. On an annual basis, to elaborate and submit to the Board of Directors the Companys 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 ofDirectors, and with due regard for the policy and guidelines previously outlined by the Board of Directors, to:

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

(ii)render information to investors, to CVM, to the Stock Markets in which the Company deals in its securities and other bodies relatedto the activities performed in the capital market, according to the applicable legislation, in Brazil and abroad; and

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

Article 24 - The Company will be deemed to have incurred obligations when represented 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 with special 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 of assignment, in this case exclusively for thepractice of specific acts.


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q) Change the Companys dividend policy.

CHAPTER V

FISCAL COUNCIL

Article 27 The Fiscal Council of the Company shall function on nonpermanent basis and, when installed, shall consist of a minimum ofthree (3) and a maximum of five (5) sitting members and the same number of alternates, shareholders or not, elected and liable to beremoved at any time by the Shareholders Meeting. The Fiscal Council of the Company shall be formed, installed and remunerate daccording to the prevailing legislation.

Paragraph 1 The members of the Fiscal Council will take office upon the execution of the corresponding document and, after thecompany adheres to Novo Mercado of BM&FBOVESPA, it will be subject to the execution of the Instrument of Consent of the Members ofthe Fiscal Council provided for by the Novo Mercado Regulation of BM&FBOVESPA, as well as to compliance with the applicable legalrequirements.

Paragraph 2 After the adherence, by the Company, to Novo Mercado, which is a segment of BM&FBOVESPA, the members of the Fiscal

Council shall, immediately after taking office, inform BM&FBOVESPA about the quantity and characteristics of the securities issued by theCompany directly or indirectly held by them, including directives.

Paragraph 3 In case of absence and impairment, the members of the Fiscal Council shall be replaced by their correspondingalternates.

Paragraph 4 In case of vacancy of any position in the Fiscal Council, the corresponding alternate shall act in his stead. Should there beno alternate for such position, the Shareholders Meeting shall be convened to elect the member for the vacant position.

Paragraph 5 No person related to a company that may be considered a competitor of the Company can be elected for the position ofmember of the Fiscal Council, neither can any person that: (a) is an employee, shareholder or member of the management, technical orinspection body of any competitor or controlling or controlled shareholder of a competitor; (b) spouse or relative up to the second degree

of kinship of a body of the management, technical or inspection body of a competitor or of a controlling or controlled Shareholder of acompetitor.

Article 28 Pursuant to law, when installed, the Fiscal Council shall meet whenever necessary and, at least on a quarterly basis, willanalyze the financial statements.


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a) Five per cent (5%) shall, before any other allocation, be used to form the legal reserve, which shall not exceed twenty per cent (20%)of the capital stock. The allocation of part of the net profits of the fiscal year to the legal reserve shall not be mandatory in any fiscal yearin which the balance of the legal reserve plus the amount of the capital reserves addressed in paragraph 1 of article 182 of theCorporation Law exceeds thirty per cent (30%) of the capital stock;

b) As suggested by the Board of Directors, part of the net profits may be allocated to the formation of a contingency reserve and areversal of the same reserves formed in previous 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 minimum annual dividend payable to the shareholders, asprovided for in paragraph 4 of this article;

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

e) As suggested by the Board of Directors, part of the net profits may be retained based on a previously approved budget pursuant to theterms of article 196 of the Corporation Law;

f) The Company shall keep a statutory profit reserve denominated Investment Reserve, the purpose of which will be to finance theexpansion of the activities of the Company and/or of any companies controlled and associated to it, including by means of thesubscription of capital increases or creation of new undertakings, which may be constituted of up to one hundred per cent (100%) of theremainder of the net profit after the legal and statutory deductions and the balance of which, plus the balance of the other profit reserves,except for the realizable profit reserves and the contingency reserves, may not exceed one hundred per cent (100%) of the Com panyscapital stock, duly subscribed; and

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

Paragraph 3 The shareholders are entitled to an annual mandatory dividend at least equal to twenty-five per cent (25%) of the netprofit of the financial year, plus the following amounts: (i) the amount intended to form the legal reserve; and (ii) the amount intended toform the contingency reserve and reversal of the same reserves formed in previous financial years.

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


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Article 31 As suggested by the Executive Committee and upon the approval of the Board of Directors, ad referendum of theShareholders Meeting, the Company may pay or credit interest on behalf of the shareholders, by way of remuneration of their equitycapital, with due regard for the applicable legislation. Any amounts possibly disbursed on this account may be attributed to the amount ofthe mandatory dividend provided for in these Bylaws.

Paragraph 1 Should such interest be credited to the shareholders throughout the financial year and the amount of the mandatorydividend be attributed to such shareholders, the shareholders will be ensured the right to receive any possible remaining balance. Shouldthe value of the dividends be smaller than the amount credited to them, the Company may not collect the surplus from the shareholders.

Paragraph 2 Should the amount be credited throughout the financial year, the actual payment of the interest over equity capital shalloccur upon a resolution of the Board of Directors, during the current financial year or in the subsequent financial year.

Article 32 The Shareholders Meeting may resolve on the capitalization of profits or capital reserves, including the ones instituted ininterim balance sheets, with due regard for the applicable legislation.

Article 33 Dividends not received or claimed shall forfeit within three years counting from the date on which they were made available

to the shareholder and shall 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 single transaction or by means of a series of successivetransactions may only be implemented under the suspensive or resolutory condition that the purchaser undertakes to make a tender offerfor purposes of the acquisition of the other shares of other shareholders of the Company, with due regard for the conditions andtimeframes provided for in the prevailing legislation and in the Regulation of the Novo Mercado, in order to guarantee conditions equal tothose guaranteed to the transferring controlling shareholder and, additionally, with due regard for the procedures stipulated byBM&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 shall also be required in case of an onerous assignmentof the rights to subscribe shares and other securities or rights related to securities convertible into shares that may entail the transfer ofthe Companys control and in the event of transfer of control of the company that controls the Company; however, in this case, the selling


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controlling shareholder will be obligated to declare to BM&FBOVESPA the value assigned to the Company in this disposal and to attachdocuments evidencing such value.

Article 35 The person that acquires the Companys control by virtue of a private stock purchase agreement entered into with thecontrolling shareholder involving any amount of shares, shall be required (i) to conduct the tender offer mentioned in Article 35 above,

and (ii) to pay, in the conditions indicated below, the amount equivalent to the difference between the price of the tender offer and theamount paid per shares eventually acquired in a stock exchange in the six (6) months period prior to the date of acquisition of theControl, duly updated until the effective payment thereof. Such amount shall be distributed among all the persons that have sold sharesissued by the Company on the same trading session in which the acquirer made the acquisitions of shares, proportionally to the daily salenet balance of each one, provided that BM&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 of the controlling power or to anyone who may holdthe controlling power for as long as such purchaser or purchasers do not execute the Instrument of Consent of the control is provided forin 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 theCompanys principal place of business for as long as its signatories have not executed the instrument of consent mentioned in this article.

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-held company before the Brazilian Securities Commission(Comisso de Valores Mobilirios CVM) shall be preceded by a tender offer for the acquisition of shares which shall have, as itsminimum price, at least, the value of the company and its shares determined by means of an appraisal report elaborated by a specializedcompany, by using the economic value of the shares as criterion for the appraisal thereof, by means of a well-known methodology of orbased on another criterion to be defined by the Brazilian Securities Commission ( Comisso de Valores Mobilirios CVM), as defined inthe Novo Mercado Regulation and pursuant to the applicable legal and regulatory rules. The choice of the specialized company will bemade as provided for by Article 39 of these Bylaws.

Paragraph 1 With due regard for the other terms of the Novo Mercado Regulation of BM&FBOVESPA, these Bylaws and the prevailinglegislation, the tender offer for cancellation of registration shall also provide for the swap of securities of the other publicly heldcompanies, to be accepted depending on the offer.


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

Article 38 Should the Appraisal Report mentioned in Article 38 be not ready until the Extraordinary Shareholders Meeting called toresolve on the cancellation of the registration as a publicly-held company, the controlling shareholder, the group of shareholders thatholds the companys controlling power or by the Company itself may inform, in this Shareholders Meeting, the maximum value per share

or lot of thousand shares on which the tender offer will be based.

Paragraph 1 The condition for the tender offer will be that the value assessed in the appraisal report mentioned in Article 37 does notexceed the value disclosed by the controlling shareholder, group of controlling shareholders or the company itself, in the meetingmentioned in the main section of this article.

Paragraph 2 Should the value of the shares determined in the appraisal report be in excess of the value informed by the shareholder,group of controlling shareholders or by the Company itself, the resolution mentioned in the main section of this article will beautomatically cancelled and such information shall be widely disclosed in the markets, unless in case the controlling shareholder expresslyagrees to make the tender offer at the amount assessed in the appraisal report.

Article 39 The Appraisal Report mentioned in Articles 37, 40, 41 and 42 shall be prepared by the specialized company with proven

expertise and independent as regards the decision making power of the company, its managers and/or controlling shareholder, as well asto meet the requirements of paragraph 1 of article 8 of the Corporation Law, and reflect the responsibility provided for in o paragraph 6 ofthe same article.

Paragraph 1 The election of the specialized company is the sole duty of the of the Shareholder s Meeting after the submission, by theBoard of Directors, of a triple list, the corresponding resolution to be made, without regard for the blank votes, by the majority of thevotes of the total outstanding shares present in the meeting which, if installed in the first call, may be installed with the presence ofshareholders representing at least 20% of the aggregate Outstanding Shares or, if installed in the second call, may be attended by anynumber of shareholders representing the Outstanding Shares.

Paragraph 2 The costs incurred with the elaboration of the report shall be borne by the shareholder or group of controllingshareholders of by the Company itself, as the case may be.

CHAPTER IX

DELISTING FROM NOVO MERCADO


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Article 40 Should the Extraordinary Shareholders Meeting of the Company decide to delist the Company from Novo Mercado ofBM&FBOVESPA, (i) so that its shares be registered for negotiation outside Novo Mercado, or (ii) due to corporate restructuring of theCompany by virtue of which the shares of the company resulting from such restructuring are not admitted for negotiation in NovoMercado within one hundred and twenty (120) days from the date of the Shareholders Meeting that approved such transaction, t heshareholder or shareholder group that controls the Company shall make a tender offer for the acquisition of shares held by the other

shareholders at an amount equivalent to, at least, the economic value of the shares as assessed in the appraisal report provided for inArticle 39, with due regard for the applicable legal and regulatory norms.

Article 41 In the event there is no controlling shareholder and the Shareholders Meeting of the Company resolves to delist from NovoMercado for the shares to trade outside such listing segment, or due to corporate restructuring by virtue of which the shares of thecompany resulting from such restructuring are not admitted for negotiation in Novo Mercado within one hundred and twenty (120) daysfrom the date of the Shareholders Meeting that approved such transaction, the delisting will be contingent on a tender offer beinglaunched in the same conditions set forth on the above article.

Paragraph 1 - The same Shareholders Meeting shall define the party or parties responsible for launching the tender offer foreseenherein, which party or parties, attending the meeting, will be required to undertake express commitment to launch such 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 fromsuch restructuring are not admitted for negotiation in Novo Mercado, the party or parties responsible for launching the tender offer arenot defined, the shareholders voting to approve the corporate restructuring transaction will be responsible for conducting the tender offer.

Article 42 The Companys delisting from the Novo Mercado due to default of the obligations contained in the Novo Mercado Regulationis contingent on a tender offer at an amount equivalent to, at least, the economic value of the shares as assessed in the appraisal reportprovided for in Article 40, with due regard for the applicable legal and regulatory norms.

Paragraph 1 The controlling shareholder shall carry out the tender offer set forth in the caput of this Article.

Paragraph 2 - In the event there is no controlling shareholder and the delisting from the Novo Mercado referred to above results froma resolution by the Shareholders Meeting of the Company, the shareholders voting to approve such decisions which lead to the violationshall be required to launch a tender offer to purchase 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 from the Novo Mercado referred to above results from anact or fact of the management, the Companys managers shall call a Shareholders Meeting to decide on how to remedy the viola tion ofthe provisions of this Novo Mercado Rules or, as the case may be, to decide for the delisting of the Company from the Novo Mercado.


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Paragraph 4 In the event the Shareholders Meeting mentioned in Paragraph 3 above approves the Companys delisting fro m the NovoMercado, the mentioned Shareholders Meeting shall define the party or parties responsible for launching the tender offer for eseen 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 Fiscal Council (if installed) undertake to solve, by means ofarbitration conducted before the Market Chamber of Arbitration (Cmara de Arbitragem do Mercado), any and all disputes that may arisebetween them related or deriving, particularly, from the application, validity, effectiveness, construction, violation and the its effects, ofthe provisions of the Corporation Law, these bylaws, the norms published by the Brazilian Monetary Council ( Conselho MonetrioNacional), the Central Bank of Brazil (Banco Central of the Brasil) and CVM, as well as the other norms applicable to the operation of thecapital market in general, as well as those contained in the Novo MercadoRegulation, in the regulation of the Arbitration Chamber ofNovo Mercado, the Sanctions Regulation and Novo Mercado Participation Agreement.

CHAPTER XI

LIQUIDATION

Article 44 - The Company shall be liquidated and dissolved in the cases provided for by law and the Shareholders Meeting shall beresponsible for establishing the form of liquidation, elect the liquidator and, as the case may be, the Fiscal Council to this effect.

CHAPTER XII

GENERAL PROVISIONS

Article 45 The Company shall observe the shareholders agreement filed at its head office and the members of the board of theShareholders Meeting or Board of Directors are forbidden to accept any vote from any sharehol der who is a signatory of anyshareholders agreement duly filed at the companys head office which is not in accordance with the provisions of the aboveme ntionedagreement. Similarly, the company is also expressly forbidden to accept and transfer shares and/or encumber and/or assign the rights offirst refusal in the subscription of shares and/or other securities without regard for the provisions and regulations of the shareholdersagreement.


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Article 46 The cases not addressed in these Bylaws shall be handled by the Shareholders Meeting and regulated according to theprecepts 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 based on the equity value reflected in the latest balance sheet approved by the Shareholders Meeting.

Article 48 - The payment of dividends approved by the Shareholders Meeting, as well as the distribution of shares as a consequence of acapital increase will be made no later 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 theBrazilian Securities Commission (Comisso de Valores Mobilirios).

Article 50 The provisions of the Novo Mercado Rules shall prevail in relation to the statutory provisions in the event of prejudice to the

rights of the recipients of the tender offers set forth in these Bylaws.

* * *


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ANNEXURE III

PROPOSAL AND JUSTIFICATION FOR THE AMENDMENT OF THE COMPANYS BYLAWS

PROPOSED VERSION(MARKED UP VERSION AGAINST THE VERSION IN FORCE)

JUSTIFICATION

Article 12 The Board of Directors will be composed of a minimum of eight (8) five (5)and a maximum 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.

Proposal from the Companys Management for the

amendment of article 12 of the Bylaws in order toadapt it to the new composition of the Board ofDirectors.

Inform that there are no economic effects resultingfrom the proposed amendment to article 12 of theCompanys Bylaws of the Company presented herein.

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) R$4.711.337.093,96 (four billion, seven hundred eleven million, three hundred thirty-seven thousand, ninety three Reais and ninety-six cents) represented by 578.479.962(five hundred seventy-eight million, four hundred and seventy-nine thousand, ninehundred sixty-two) 840.106.107 (eight hundred and forty million, one hundred and sixthousand, one hundred and seven) nominative common shares in book-entry form andwith no par value.

Proposal from the Companys Management for the

amendment of article 5 of the Bylaws in order to

reflect the wording of Article 5 of the Company'sBylaws in order to reflect the ratification of thecapital increase approved on the Companys Boardof Directors Meeting held on August 1st, 2014.

Inform that there are no economic effects resultingfrom the proposed amendment to article 5 of theCompanys Bylaws of the Company presented herein.


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ANNEXURE IV

ITEM 13 OF THE REFERENCE FORM

Pursuant to Article 12 of CVM Ruling 481, as amended, the Company provides below, the information specified in item 13 of the

Reference Form, informational regime provided for in CVM Ruling 480, as amended.

13. Management Compensation

13.1 Description of the compensation policy or practices, including for the non-statutory board members

a. Objectives of compensation policy or practice

Our compensation strategy is in line with the markets best practices and designed to ensure ourcompetitiveness in relation to our keyrivals and major companies operating in Brazil. The main objective is to reward professionals for their performance ensuring the companyevolves as per the strategic planning we have defined and in alignment with short-, medium- and long-term shareholder returns. We thusencourage improved management and attract, motivate and retain highly qualified executives, aligning their interests with those ofshareholders.

b. Compensation - breakdown

(i) description of components of compensation and their objectives

The compensation policy of the Management and of the non-statutory Executive Office of the Company insists of (i) a fixed

component, the maximum amount being set annually by the Ordinary General Meeting (administrators) and by the Board ofDirectors (non-statutory office), which may, depending on the case, include direct or indirect benefits; (ii) a variable component;and (iii) a share based component - stock options - to purchase or subscribe our shares (Stock Options). Each body will havecompensation broken down as described in the items below.


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All these components of compensation are intended to enhance teams performance, attract highly qualified professionals for ourmanagement, and retain them.

Board of Directors

Fixed compensation

As of May 2012, as decided by the 2012 annual general meeting, members of the board of directors have beenentitled to fixed monthly compensation (fees) with the purpose of recognizing and reflecting the value of the positioninternally and externally.

Variable compensation

Short term

Until April 2012, the short-term remuneration of the Board of Directors was paid upon attendance of board meetings.From the 2013 fiscal year onwards, it was defined that the Board of Directors would be eligible only to the Fixed

Compensation and the Long-Term Variable Compensation compensation based on shares issued by the Company.

Long term - Compensation based on company shares

Share-based compensation through options to buy or subscribe company shares, which may be granted in two ways:

(i) By the Shareholders Plan, i.e. options granted by the co-controlling shareholder, Eike FuhrkenBatista, with shares held by him, therefore not involving any issue of new shares and consequently notcausing dilution of other shareholders equity. These options are granted in favor of certain members of

the executive board and Board of Directors of the Company. With the change of control of the Companyduring the 2013 fiscal year, new grants of Shareholders Plan Options were suspended and the current

beneficiaries are awaiting the periods of completion of the agreements still in force.

(ii) Through annual stock option plans (Company Plans), under the Program Granting Options to Buy orSubscribe Companys Common Shares, the latest amendment and consolidation of which was voted at

the general meeting held on January 26, 2012 (Program).


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Both the Company Program and the Shareholders Plan incentivize directors and key employees and staff to conductour business successfully, encourage entrepreneurial and results-oriented culture, and align the Companysmanagements interests with those of the Companysshareholders.

For more information, see item 13.4 of the Reference Form.

Statutory and non-statutory board

Fixed Compensation

Managements fixed monthly compensation is determined in accordance with the responsibilities of each position andin line with best market practices. When appropriate, this compensation may be supplemented by direct or indirectbenefits as follows: medical assistance, dental assistance, life insurance, supplementary life insurance, meal voucherand food voucher. Fixed compensation is intended to compensate directors/officers for their work in accordance withtheir activity and seniority

Variable Compensation

Short term

The statutory and non-statutorys management short-term variable compensation consists of an annual amountbased on the extent to which company targets are reached. Its aim is to provide compensation for results reached bymanagement in accordance with their performance and returns earned for our company

Long term - Compensation based on company shares

Share-based compensation is established through the granting of Options that may be granted in two ways:Shareholders Plan and Company Plan, within the scope of the Companys OptionProgram, both already describedabove.

Both the Company Program and the Shareholders Plan incentivize directors and key employeesand staff to conductour business successfully, encourage entrepreneurial and results-oriented culture, and align the Companysmanagements interests with those of the Companysshareholders.


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For more information, see item 13.4 of the Reference Form.

Fiscal Council

Fixed Compensation

Our fiscal council is not permanent, therefore fiscal council members, when installed, will receive fixed monthlypayments (fees) equivalent to 10% of the average assigned to management pursuant to Law 6404/76.

Audit Committee

Fixed Compensation

Audit Committee member compensation consists of a fixed monthly amount (fee) that reflects responsibilitiesassumed, time devoted to company business and the professional competence of its members. It is intended tocompensate the results achieved according to their performance and the return for the Company.

(ii) Proportion of each element in the aggregate compensation

Each components proportion of total compensation in the Fiscal Year of 2013 was as follows:

Board of Directors Statutory Board Audit Committee Fiscal Council

Fixed compension

Salary or withdrawal 100,0% 42,1% 0% 0%

Benefits 0% 0,9% 0% 0%

Others 0% 16,6% 0% 0%

Variable compensation 0% 40,4% 0% 0%

Share-based compensation

Controlling Shareholder Plan 0% 0% 0% 0%

Company Program 0% 0% 0% 0%Total 100,0% 100,0% 100% 0%

(iii) Methodology used for calculation and adjustment of each component of compensation


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Management compensation is benchmarked against market practices, taking into account the practices used by peer companieswith similar size and characteristics, as well as internal references, which are analyzed on a regular basis. In the case of theStatutory Board, it is also based on merit and international competitiveness. There is no forecast for adjustment of fees due toinflation rates or adjustment defined in collective bargaining.

There is no specific methodology for adjustment each of the components of compensation.

(iv) Reasons for composition of compensation

The composition of compensation aims to reflect the responsibility involved in each position, while maintaining competitiveness inthe market. The Company seeks to encourage improved management, and to attract and retain managers while aligning theirinterests with those of shareholders by sharing risks in long-term incentives. For the Statutory Board, the use of variedcompon

Management Proposal submitted to the Extraordinary General Meeting to be held on December 30th,...

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Transcript of Management Proposal submitted to the Extraordinary General Meeting to be held on December 30th,...