LIMITED LIABILITY COMPANIES AND CORPORATIONS SHALL ORGANIZE THE ANNUAL QUOTAHOLDERS AND SHAREHOLDERS MEETING’S UNTIL THE END OF APRIL

fabArticle 1.078 of the Brazilian Civil Code and the article 132 of the Law No. 6.404/1976 (“LSA”) require that the Companies and Corporations or any shall execute the Annual Quotaholder and Shareholders Meeting, within the four months following the end of fiscal year, for most companies and corporation until April 30, to discuss the following matters:

(i)           Analyze the managers and officers’ accounts, and examine, discuss and approve the financial statements;

(ii)          Discuss the allocation of the financial statement’s net profit and the distribution of dividend; and

(iii)          Appoint the managers and members of the fiscal council, if necessary;

The Minutes of the Annual Quotaholder and Shareholders Meeting shall be registered and filed at the Board of Trade of the state where the Company or Corporation is headquartered.

The Minutes of the Annual Shareholders Meeting must also be published at the official daily government newspaper and also in the newspaper of wide circulation, except if they fulfill the requirements provided in article 294 of the LSA.

We emphasize that the approval of the financial statements with no reservations discharges the managers and officers’ of liabilities, except if they have committed mistakes, willful misconduct or simulation.

The Corporate Law Department of Kestener, Granja & Vieira Advogados is available to provide any further information required on this subject.

Fabio Alonso Vieira

Phone: +55 11 3149-6111

fabio.vieira@kgvlaw.com.br

This article is intended exclusively to provide information and does not contain any opinion, recommendation or legal advice from KGV Advogados in relation to the matters herein addressed. Copyrights are reserved to Kestener, Granja & Vieira Advogados.