LIVRO Nº 90 FOLHA N° 199 TRADUÇÃO Nº 3828jbss.infoinvest.com.br/fck_temp/10_35/file/JBS S_A_ - Bylaws - AGOE... · Paragraph 2 Within the limit of authorized capital, the Board

LIVRO Nº 90 FOLHA N° 199 TRADUÇÃO Nº 3828

INSCRIÇÃO - RG: 13.743.338-4 – CPF: 028.300.958-63 – PMSP (ISS) 2.939.981-5

I, ESTHER EVA HOROVITZ, Public Sworn Translator for the PORTUGUESE, ENGLISH, FRENCH and SPANISH languages, in and for the State of São Paulo, Brazil, certify that on this 23h day of may 2018, in this city of Joinville, was submitted to me a text written in the PORTUGUESE language, which I hereby translate into the ENGLISH language, word for word, to the best of my knowledge and ability, as follows:

ANNEX C

BYLAWS

JBS S.A.

TAX ID # 02.916.265/0001-60

NIRE 35.300.330.587

CHAPTER I

DENOMINATION, HEADQUARTERS, OBJECT AND DURATION

Article 1 JBS S.A. (“Company”) is a corporation ruled by the present Bylaws and by the legislation in force.

Article 2 The company is headquartered in the city of São Paulo, State of São Paulo, at Avenida Marginal Direita

do Tietê, 500, Block I, 3rd Floor, ZIP 05118-100.

Sole Paragraph The company may open, close and change the address of branches, agencies, warehouses,

distribution centers, offices and any other establishments in Brazil or abroad by resolution of the Executive

Board, subject to the provisions of article 19, subsection XI of these Bylaws.

Article 3. The corporate purpose of the company is: (a) administrative office; (b) exploration, on its own account,

in cattle slaughterhouses and meat-packers, industrialization, distribution and marketing of fresh or processed food products and products and by-products of plant and animal origin and their derivatives (including, without limitation, cattle, pigs, sheep and fish in general); (c) processing, preservation and production of canned vegetables and other vegetables, preserved foods, fats, rations, canned foods, import and export of derivative products; (d) industrialization of pet products, nutritional additives for animal feed, balanced rations and prepared food stuffs for animals; (e) purchase, sale, rearing, breeding, fattening and slaughter of cattle, at its own establishment and at those of third parties; (f) slaughterhouse with slaughter of cattle and meat preparation for third parties; (g) industry, trade, import, export of beef tallow, meat meal, bone meal, and animal feed; (h) purchase and sale, distribution and representation of foodstuffs, uniforms and garments with provision of clothing services in general; (i) processing, wholesale marketing, import and export of hides and skins, horns, bones, hooves, horsehair, wool, rough hair and bristles, feathers and plumage and animal protein; (j) distribution and marketing of beverages, sweets, and barbecue utensils; (k) industrialization, distribution and marketing of household sanitizing and hygiene products; (I) industrialization, distribution, marketing, import, export, processing, representation of perfumery and toiletries, cleaning and personal and domestic hygiene products, cosmetics and personal use; (m) import and export, provided it is related to the activities listed in lines "b", "d", and "k" of the corporate purpose of the Company; (n) industrialization, rental and sales of machines and equipment in general and the assembly of electrical panels, provided it is related to the activities listed in lines "b", "d", "i", "j", "k", "l" and "m" of the corporate purpose of the Company and to the extent necessary to exercise them, and this activity cannot represent more than 0.5% of the annual revenue of the company; (o) trade in chemicals, provided they are related to the activities listed in lines "b", "d", "i", "j", "k", "l" and "m" of the corporate



purpose of the Company; (p) industrialization, marketing, import and export of plastics, plastic products, scrap metals in general, corrective fertilizers, organo-mineral fertilizers for agriculture, extraction and biological treatment of organic waste, provided they are related to the activities listed in lines "b", "d", "i", "j", "k", "l" and "m" of the corporate purpose of the company and to the extent necessary to exercise them; (q) printing, making, preparation of steel coils (Flanders and chrome) and varnishing of steel sheets, provided it is related to the activities listed in lines "b", "d", "i", "j". "k", "l" and "m" of the corporate purpose of the Company; (r) closed depot and depot for goods for third parties, except general storage and furniture; (s) general storage, according to Federal Decree # 1.102, November 21, 1903, for guard and conservation of perishable goods of third parties; (t) transport of cargo in general, municipal, intermunicipal, interstate and international; (u) production, generation and sale of electricity and cogeneration of energy and storage of hot water for heating with or without the authorization of the competent public authority; (v) production, marketing, import and export of biofuel, biodiesel, glycerine, organic residue resulting from the process of making biodiesel (sludge), soluble alcohol, additives, vegetable oils, organic additives to mix, recycled oil, esters, chemicals and derivatives; (w) manufacturing, distribution, marketing and storage of chemical products in general; (x) production, trade of biodiesel from animal fat, vegetable oil and by-products and bio-energy, import; (y) marketing of agricultural raw materials in general; (z) industrialization, distribution, marketing and storage of products and by-products of plant and animal origin and their derivatives, glycerin and by-products of plant and animal origin; (aa) brokering and freight forwarding services and business in general, except real estate brokers; (ab) laboratory testing services, technical testing and analysis; (ac) manufacture of margarine and other vegetable fats and inedible animal oils; (ad) manufacture of ice cream and other edible frozen items; (ae) wholesale trade of other chemical and petrochemical products not previously specified; (af) manufacture of additives for industrial use; (ag) manufacture of refined vegetable oils, except corn oil; (ah) manufacture of soaps and synthetic detergents; (ai) wheat milling and manufacture of derivatives; (aj) manufacture of organic chemicals not previously specified; (ak) processing, industrialization, distribution, trade, import, export, commission, consignment and representation of milk and its derivatives; (al) processing, industrialization, distribution, trade, import, export, commission, consignment and representation of food products of any kind; (am) distribution, trade, import, export, commission, consignment and representation of agricultural products, machinery, equipment, parts and supplies necessary for the manufacture and sale of company products; (an) distribution, trade, import, export, commission, consignment and representation of vinegars, beverages in general, sweets and preserves; (ao) provision of services and technical assistance to rural farmers and ranchers; (ap) participation in other companies in the country and abroad, as a partner, shareholder or associate; (ar) production, generation and sale of electricity; (aq) industrialization of hides, skins and their derivatives, their preparation and finishing, industrialization of padding and other artifacts of leather; (ar) road transport of hazardous products; (as) exploration of the field of industrialization, marketing, export and import of ingredients and products for food and the representation of products in general; (at) recovery of plastic materials; (au) recovery of materials not specified previously; (av) treatment and disposal of non-hazardous waste; (aw) treatment of disposal of hazardous waste; (ax) manufacture of plastic artifacts for other uses not previously specified; (ay) wholesale trade of slaughtered birds and derivatives; (az) rearing of other gallinaceous birds, except for cutting; (aaa) egg production; (aab) production of day-old chicks; and (aac) manufacture of medicines for veterinary use; and (aad) ) manufacture of tanned, patent, metallized leather, chrome tanned items and suede (aae) leather regeneration, dying and painting; (aaf) loading and unloading; and (aag) monitoring of electricity.

Sole Paragraph The company may explore other areas, which have affinity with the object expressed in article

3, as well as participate in other companies, in the country or abroad.

Article 4 The Company's duration is indefinite.

CHAPTER II

CAPITAL STOCK

Article 5 The capital stock is R$23,631,071,304.24 (twenty-three billion, six hundred and thirty-one million,



seventy-one thousand, three hundred and four reals and twenty-four cents), fully subscribed and paid in, divided

into 2,728,747,412 (two billion, seven hundred and twenty-eight million, seven hundred and forty-seven

thousand, four hundred and twelve registered book-entry common shares with no par value.

Article 6. The Company is authorized to increase its capital stock, regardless of statutory reform, by up to

1,375,853,183 (one billion, three hundred and seventy-five million, eight hundred and fifty-three thousand, one

hundred and eighty-three) registered book-entry common shares with no par value

Paragraph 1 Within the limit authorized in this article, the Company shall be able, through resolution of the

Board of Directors, to increase the capital stock regardless of statutory reform, observing that set forth in §2 of

art.166 of the Law of Joint Stock Companies. The Board of Directors shall establish the number, price and term

of payment in full and the other conditions of issue of shares.

Paragraph 2 Within the limit of authorized capital, the Board of Directors may resolve on the issuance of

subscription bonus and debentures convertible into common shares

Paragraph 3 Within the limit of authorized capital and in accordance with the plan approved by the General

Meeting, the Company may grant a call option to administrators, employees or individuals who provide services

to it, or the officers, employees or individuals who provide services to companies under its control, with the

exception of the right of pre-emption of shareholders in granting and exercising purchase options.

Paragraph 4 It is forbidden for the Company to issue participation certificates.

Paragraph 5 The company may not issue preferred shares.

Paragraph 6 Whenever the Board of Directors approves the increase of capital within the limit of authorized

capital, the consolidation of Articles 5 and 6 of the Bylaws shall appear in the items of the ensuing General

Meeting.

Article 7 The capital stock shall be represented exclusively by common shares and each common share shall

give entitlement to one vote in the resolutions of the General Meeting.

Article 8 All the Company's shares are book-entry shares, kept in deposit account in a financial institution

authorized by the Brazilian Securities and Exchange Commission ("CVM") designated by the Board of Directors,

on behalf of the holders, without issuing certificates.

Sole Paragraph The cost of transfer and registration, as well as the cost of the service relating to book-entry

shares may be charged directly to the shareholder by the bookkeeping institution, as defined in the stock



bookkeeping contract.

Article 9 At the discretion of the Board of Directors, the right of first refusal in emissions of shares, debentures

convertible into shares and subscription bonus, whose placement is made by sale on the stock exchange or

public subscription, or by Exchange for shares in tender offer, may be deleted or reduced under the terms

established by law, within the limits of the authorized capital.

CHAPTER III

GENERAL MEETING

Article 10 The General Meeting shall take place ordinarily, once a year and, extraordinarily, when

convened pursuant to Law # 6.404, of December 15, 1976, as amended (“Law of Joint Stock Companies”) or of

these Bylaws.

Paragraph 1 The General Meeting shall be convened by the Chairperson of the Board of Directors or, in the

cases provided for by law, by shareholders or by the Supervisory Board upon notice published, and the first call

must be made with at least 15 (fifteen) days in advance, and the second with at least 8 (eight) days.

Paragraph 2 The resolutions of the General Meeting shall be made by majority of the votes present.

Paragraph 3 The General Meeting can only deliberate on matters on the agenda, in the respective call

notice, subject to the exceptions provided for in the Brazilian Corporate Law.

Paragraph 4 At General Meetings, the shareholders must present, at least 72 (seventy-two) hours in

advance, in addition to the identity document and/or relevant corporate acts proving the legal representation, as

the case may be: (i) proof issued by the bookkeeping institution, a maximum of 5 (five) days before the date the

General Meeting is held; (ii) the power of attorney with acknowledgment of the signature of the grantor; and/or

(iii) as regards the shareholders participating in the fungible custody of registered shares, the extract containing

their shareholding, issued by the competent body.

Paragraph 5 The Meeting minutes shall be recorded in the book of Minutes of the General Meetings in the

form of a summary of the facts and published with omission of the signatures.

Article 11 The General Meeting shall be installed and presided over by the Chairperson of the Board of

Directors or, in his absence or impediment, instated and chaired by another Board Member, Director or

shareholder indicated in writing by the Deputy Chairperson of the Board of Directors. The President of the

General Meeting shall indicate up to 2 (two) Secretaries.

Article 12 It is the responsibility of the General Meeting, in addition to the powers set out in law:

I. to elect and dismiss the members of the Board of Directors and Supervisory Council;

II. to set the overall annual remuneration of Administrators, as well as the members of the Supervisory

Council;

III. to reform the Bylaws;



IV. to deliberate on the dissolution, liquidation, merger, split, incorporation of the Company, or of any

company thereunder;

V. to assign share bonuses and decide about eventual grouping and development of actions;

VI. to approve share purchase options aimed at administrators, employees or individuals who provide

services to the Company or companies controlled thereby;

VII. to decide, in accordance with proposal presented by the management, on the allocation of profit for

the year and the distribution of dividends;

VIII. to select and remove the liquidator, as well as the Supervisory Council to operate during the

liquidation period;

IX. to deliberate on any matter that is referred to it by the Board of Directors.

CHAPTER IV

MANAGEMENT BODIES

Section I - Provisions Common to the Management Bodies

Article 13 The Company shall be administered by the Board of Directors and by the Executive Board.

Paragraph 1 The investiture in offices shall be drawn up in a proper book per term, which shall contain

express provision pursuant to the arbitration clause foreseen in article 49 of these Bylaws, signed by the

administrator taking up office, dispensing with any management guarantee.

Paragraph 2 Administrators shall remain in their posts until their surrogates take office, unless otherwise

decided by the General Meeting or by the Board of Directors, as the case may be.

Article 14 The General Meeting shall set the total amount of the remuneration of the administrators, and

the Company administration shall set the individual remuneration of the Board Members and the Executive

Board.

Article 15 Subject to the provisions of these Bylaws, any of the administrative bodies meets validly with

the presence of the majority of their respective members and resolves by vote of the absolute majority of those

present.

Sole Paragraph Advance convocation of the meeting as a condition of its validity is only waived if all its

members are present. Members of the body of the administration who express their vote by means of delegation

made on behalf of another member of the respective body, by early written vote and by written vote transmitted

by fax, electronic mail or by any other means of communication are considered to be present.

SECTION II - BOARD OF DIRECTORS

Article 16 O Conselho de Administração será composto de, no mínimo, 5 (cinco) e, no máximo, 11

(onze) membros, todos eleitos e destituíveis pela Assembleia Geral, com mandato unificado de 2 (dois) anos,



considerando-se cada ano como o período compreendido entre 2 (duas) Assembleias Gerais Ordinárias, sendo

permitida a reeleição.

Paragraph 1 In the General Meeting that aims to deliberate on the election of members of the Board of

Directors, shareholders must establish, first, the actual number of members of the Board of Directors to be

elected.

Paragraph 2 At least 2 or 20% (twenty percent), whichever is greater, of the members of the Board of

Directors shall be independent councilors, as per the Regulations of the New Market of B3 S.A. – Brasil, Bolsa e

Balcão [Brazil, Stock and Counter] (respectively, “Regulations of the New Market” and “B3”) the characterization

of those indicated to the Board of Directors as independent councilors having to be resolved in the General

Meeting which elects them.

Paragraph 3 When, arising from the calculation of the percentage referred to in the aforesaid paragraph, the

result generates a fractional number, the Company with rounding to the whole number immediately above.

Paragraph 4 For the purposes of checking the classification of the independent councilor, the latter is not

considered to be the one who: (i) is direct or indirect controlling shareholder of the company; (ii) has his/her

exercise of vote in the board of directors’ meetings linked by shareholders’ agreement which has as object

materials related to the company; (iii) is a spouse, companion or relative in straight or collateral line up to the

second degree of the controlling shareholder, company administrator or controlling shareholder administrator;

and (iv) was, in the last 3 (three) years, employee or director of the company or its controlling shareholder. For

the purposes of checking the classification of the independent councilor, the situations described below must be

analyzed to check if they entail loss of independence of the independent councilor due to the features,

magnitude and extent of the relationship: (i) is up to the second degree of the controlling shareholder, company

administrator or controlling shareholder administrator; (ii) was, in the last 3 (three) years, employee or director of

associated, controlled companies, or those under common control; (iii) has commercial relations with the

company, its controlling shareholder or associated, controlled companies, or those under common control; (iv)

holds a job title in a company or entity which has commercial relations with the company or its controlling

shareholder with decision-making power in the conducting of the activities of the aforesaid company or entity; or

(v) receives other remuneration from the company, its controlling shareholder, associated, controlled

companies, or those under common control besides the one related to the performance as member of the board

of directors or committees of the company, its controlling shareholder, associated, controlled companies, or

those under common control, except revenue in money arising from share in the capital stock of the company

and benefits arising from complementary welfare plans. Furthermore, however, the one elected in the terms of

article 141, Paragraphs 4 and 5, of the Law of Joint Stock Companies, in the case of there being a controlling

shareholder, is considered to be an independent councilor.

Paragraph 5 At the end of the mandate, the members of the Board of Directors shall remain in their posts

until the investiture of the new elected members.



Paragraph 6 The General Meeting may elect one or more alternates to the members of the Board of

Directors.

Paragraph 7 The member of the Board of Directors or alternate may not have access to information or

participate in Board of Directors’ meetings related to topics on which (s)he has an interest which conflicts with the

interests of the Company.

Paragraph 8 The Board of Directors, for the better performance of its functions, may create committees or

working groups with defined objectives, which are to act as auxiliary bodies, without deliberative powers, always

in order to assist the Board of Directors, being made up of people designated by it from among the members of

the administration and/or other persons related directly or indirectly to the Company.

Paragraph 9 In case of vacancy of the post of Councilor, the alternate, if any, shall take his/her place; if

there is no substitute, his/her replacement shall be appointed by the remaining councilors, and shall serve until

the first general meeting.

Article 17 The Board of Directors shall have 1 (one) Chairperson and 1 (one) Vice Chairperson, who

shall be elected by majority vote of those present at the first meeting of the Board of Directors that occurs

immediately after such members take office, or upon resignation or vacancy in those positions.

Paragraph 1 The Chairperson of the Board of Directors shall convene and chair the meetings of the body

and General Meetings, except in the case of the General Meetings, the cases in which he or she indicates in

writing another councilor, director or shareholder to preside over the work, subject to the provisions of article 11

of these Bylaws.

Paragraph 2 In the deliberations of the Board of Directors, the Chairperson of the body shall be assigned, in

addition to his/her own vote, the casting vote in the event of a tie in the vote due to possible composition of even

number of members of the Board of Directors. Each councilor shall be entitled to 1 (one) vote in the deliberations

of the body, and the deliberations of the Board of Directors shall be taken by majority vote of its members.

Paragraph 3 The Vice Chairperson shall exercise the functions of the Chairperson in his/her absences and

temporary impediments, regardless of their formality. In the event of absence or temporary impediment of the

Chairperson and the Vice Chairperson, the functions of Chairperson shall be exercised by another Member of

the Board of Directors nominated by the other members of the Board of Directors.

Paragraph 4 The positions of Chairperson of the Board of Directors and CEO or main executive of the

company cannot be accumulated by the same person, except in the cases foreseen in the Novo Mercado Listing

Regulations.

Article 18 The Board of Directors shall meet, (i) at least once a quarter; and (ii) in special meetings at any

time. Board meetings shall be held by convocation of the Chairperson of the Board of Directors or of any other

member, in writing, at least 7 (seven) days in advance, and stating the date, time, place, detailed agenda and

documents to be considered at that meeting, if any. Any Councilor may, by written request to the Chairperson,



include items on the agenda. The Board of Directors may deliberate, unanimously, on any other matter not

included on the agenda of the meeting. The meetings of the Board may be held by conference call, video

conference or by any other means of communication that allow the identification of the member and the

simultaneous communication with all other persons present at the meeting.

Paragraph 1 The convocations for the meetings shall be made by written communication delivered to each

member of the Board of Directors at least 7 (seven) days in advance, unless the majority of its members

establish a shorter deadline, but not less than 48 (forty-eight) hours.

Paragraph 2 All deliberations of the Board of Directors shall be included in minutes drawn up in the book of

the Board of Directors’ Meeting Minutes, and one copy of this record shall be delivered to each member after the

meeting.

Article 19 The Board of Directors shall, in addition to other duties as may be conferred by law or by the

Bylaws:

I. establish the general orientation of the Company's business;

II. elect and dismiss the directors, as well as allocate their duties, subject to the provisions of these

Bylaws;

III. establish the remuneration, indirect benefits and other incentives of Directors, within the overall limit

of remuneration of Directors approved by the General Meeting;

IV. oversee the management of the Directors; examine at any time, the books and documents of the

Company; request information on contracts awarded or to be executed and any other acts;

V. choose and remove the independent auditors, as well as summon them to provide clarifications

deemed necessary on any matter;

VI. appraise the Report from the Administration, the accounts of the Executive Board and the financial

statements of the Company and decide on its submission to the General Meeting;

VII. approve and review the annual budget, the capital budget, the business plan and the multi-year

plan, which must be reviewed and approved annually, as well as formulate a capital budget proposal

to be submitted to the General Meeting for retention of profits;

VIII. deliberate on the convening of the General Meeting, when it deems appropriate or in the case of

article 132 of the Brazilian Corporate Law;

IX. submit to the Ordinary General Meeting proposal for allocation of net income for the year, as well as

decide on the opportunity of drawing up half-yearly balance sheets, or in smaller intervals, and the

payment of dividends or interest on own capital as a result of these assessments, as well as decide

on the payment of dividends or interim intermediaries to the account of accrued profits or profit

reserves existing on the last annual balance sheet, or every six months;

X. submit to the General Meeting any proposal to reform the Bylaws;

XI. submit to the General Meeting any proposal for dissolution, merger, division and merger of the



company and incorporation, by the Company, of other companies, as well as authorize the

establishment, dissolution or liquidation of subsidiaries and the installation and the closing of

industrial plants, in the country or abroad;

XII. issue an opinion in advance about any subject to be submitted to the General Meeting; approve the

company's vote on any resolution concerning corporate subsidiaries or affiliates of the company;

XIII. authorize the issuance of shares of the Company, within the limits permitted by article 6 hereof,

pricing, payment term and the conditions for the issue of shares, and may also exclude the

preemptive right or reduce the time limit for the exercise in issues of shares, subscription warrants

and convertible debentures, whose placement is made by sale on the stock exchange or by public

subscription or public offer for acquisition of Control, under the terms established by law;

XIV. deliberate on: (i) the issuance of subscription bonus and debentures convertible into common

shares, as provided for in Paragraph 2 of Article 6 hereof, specifying the limit of increase of capital

arising from conversion of debentures, in capital stock amount or number of shares and (ii) simple

debentures, not convertible into shares, with or without collateral, establishing, by delegation of the

General Meeting, when the issue of debentures convertible and non-convertible into common shares

held under this section XIV, regarding the time and conditions of maturity, amortization or

redemption, the time and the conditions for payment of interest, of profit sharing and repayment

premium, if any, and the manner of subscription or placement, as well as the types of debentures;

XV. grant stock options to administrators, employees or individuals who provide services to the company

or companies controlled by the company, without right of preference to shareholders in accordance

with plans approved in the General Meeting;

XVI. deliberate on negotiation with shares issued by the company for purposes of cancellation or holding

in the treasury and respective divestiture, observing the relevant legal provisions;

XVII. establish the value of the purview of the Executive Board for the issue of any credit instruments for

fundraising, "bonds", "notes", "commercial papers", or others in common use on the market, as well

as to secure their issue and redemption conditions, and may, in the cases it defines, require the prior

authorization of the Board of Directors as a condition of validity of the act;

XVIII. establish the value of profit sharing of the directors and employees of the Company and subsidiaries

of the company, and may decide not to assign them any participation;

XIX. decide on the payment or interest credit on equity to shareholders, in accordance with applicable

law;

XX. establish the value of the purview of the Executive Board, limited, by operation, to 5% (five per cent)

of consolidated net equity reported on recent standardized financial statements available and within

the fiscal year, to 10% of the consolidated net equity in recent standardized financial statements

available for acquisition or disposal of investments in equity interests, rentals of industrial plants,



corporate associations or strategic alliances with third parties, as well as authorize the acquisition or

disposal of investments in equity interests, rentals of industrial plants, corporate associations or

strategic alliances with third parties;

XXI. authorize the acquisition or disposal of permanent assets and real estate, except for the

assumptions included in the annual budget of the Company, as well as establish the value of the

purview of the Executive Board for the acquisition or disposal of permanent assets and real estate;

XXII. establish the value of the purview of the Executive Board for the establishment of collaterals and the

provision of guarantees, sureties and guarantees for its own obligations and/or of its controlled

companies and the provision of surety, by the Company, for leasing contracts on behalf of its

employees and/or employees of companies controlled directly or indirectly for the duration of the

contract of employment as well as authorize the establishment of collaterals and the provision of

endorsements, sureties and guarantees for its obligations of value greater than the value of the

purview of the Executive Board;

XXIII. approve the conclusion, amendment or termination of any contracts, accords or agreements

between the Company or its Controlled Companies and any related parties in amounts equal to or

exceeding R$ 100,0000,000.00 (one hundred million reals) considered individually or cumulatively,

in the period of the last 12 (twelve) months and any other transactions with related parties indicated

in the Policy of Related Parties, approved by the Board of Directors; and establish the values of the

purview of the Executive Board to approve the signing, amendment or termination of any contracts,

accords or agreements between the Company or its Controlled Companies and any related parties

and any other transactions with related parties observed in the Policy of Related Parties, approved

by the Board of Directors;

XXIV. establish the value of the purview of the Executive Board for the establishment of collaterals and the

provision of guarantees, sureties and guarantees for obligations and the provision of surety, by the

company, for leasing contracts on behalf of its employees and/or employees of related companies

(as defined in the Income Tax Regulations) for the duration of the contract of employment as well as

authorize the establishment of collaterals and the provision of endorsements, sureties and

guarantees for its obligations of value greater than the value of the purview of the Executive Board;

XXV. grant, in special cases, specific authorization for certain documents to be signed by only one

Director (other than the Chief Executive Officer), which shall be recorded in its own book;

XXVI. approve the contracting of the institution providing bookkeeping services;

XXVII. approve the policy on disclosure of information to the market and negotiation with the Company's

securities;

XXVIII. deliberate on any matter that is submitted by the Executive Board, as well as summon the members

of the Executive Board to joint meetings, whenever it deems appropriate;



XXIX. institute committees and establish their regiments and competences;

XXX. issue provisions, observing the rules herein and current legislation, on the order of its work and

adopt or lay down regimental standards for its functioning; and

XXXI. establish the value of the purview of the Executive Board for signing any contract, agreement or

other instrument of assumption of rights and obligations which (a) does not allow the Company or

its controlled companies, executed before 90 (ninety) days of the date which it may come to indicate

to the adversary party its intention of terminating the contractual relationship; or which (b) entails the

payment of any modality of sanction or pecuniary obligation for the Company or its subsidiaries,

including but not being limited to fine, loss of profits, take or pay clause and/or commitment of the

Company or its subsidiaries to remain with the obligation of paying maturing installments with the

amount equal to or exceeding that equivalent to 3 (three) months of pecuniary obligations signed

between the Company and any one of its subsidiaries, be they direct or indirect, in its name, and in

accordance with the other forecasts and limitations established by the Law and by the present

Bylaws.

SECTION III - EXECUTIVE BOARD

Article 20 The Executive Board, whose members shall be elected and removed from Office at any time

by the Board of Directors, shall be composed of at least 2 (two) and a maximum of 7 (seven) members, who

shall be appointed as CEO, Director of Administration and Control, Finance Director, Director of Investor

Relations, Executive Director of Institutional Relations and the other Directors without specific designation. The

positions of CEO and Director of Investor Relations are a mandatory requirement. The directors shall have a

unified term period of 3 (three) years, a year being considered to be the period encompassed by 2 (two) Ordinary

General Meetings, with re-election being permitted.

Paragraph 1 Except in the case of vacancy in the position, the election of Directors shall take place within

30 (thirty) working days after the date of the Ordinary General Meeting.

Paragraph 2 In the case of resignation or removal of the CEO, or, in the case of the Director of Investor

Relations, when it involves non-observance of the minimum number of Directors, the Board of Directors shall be

convened to elect the substitute, who shall complete the term of office of the person replaced.

Paragraph 3 In cases of vacancy of the position of any member of the Executive Board, the functions

performed by the replaced member shall be assigned to another member of the Executive Board chosen by the

remaining Directors.

Article 21 Without prejudice to cases in which it is necessary to specify authorization by law or by the

present Bylaws, it is incumbent upon the CEO, exclusively, with the possibility to delegate by proxy ad hoc, the



following activities: (i) to execute and enforce the deliberations of General Assemblies and meetings of the Board

of Directors; (ii) to establish goals and objectives for the company; (iii) to supervise the preparation of the annual

budget, the capital budget, business plan, and the multiannual plan; (iv) to coordinate, administer, direct and

supervise all the Company's operations and business in Brazil and abroad; (v) to coordinate the activities of the

other Directors of the Company and its subsidiaries, in Brazil or abroad, subject to specific assignments provided

for in these by-laws; (vi) to direct, at the highest level, the Company's public relations and institutional

advertising; (vii) to convene and chair the meetings of the Executive Board; (viii) to represent, personally or by

representative he/she appoints, the company meetings or other corporate acts of companies of which the

Company participates; and (ix) other duties as from time to time determined by the Board of Directors.

Article 22 The duties of the Director of Administration and Control are: (i) to coordinate, administer, direct

and oversee the areas of Accounting, Information Technology, Accounts Receivable/Credit, Accounts Payable,

and Administration; and (ii) other duties as from time to time determined by the CEO.

Article 23 The duties of the Director of Finance are: (i) to coordinate, administer, direct and supervise the

Finance area of the Company; (ii) to direct and guide the preparation of the annual budget and capital budget;

(iii) to direct and guide the activities of the Company's Treasury, including the capture and management of

resources, as well as the hedge policies predefined by the CEO; and (iv) other duties as from time to time

determined by the CEO.

Article 24 The duties of the Director of Investor Relations are: (i) to coordinate, administer, direct and

supervise the Investor Relations area of the Company; (ii) to represent the Company in relations with

shareholders, investors, market analysts, the Securities and Exchange Commission, Stock Exchanges, the

Central Bank of Brazil and the other agencies of control and other institutions related to the activities developed

on the capital market, in Brazil and abroad; and (iii) other duties as from time to time determined by the CEO.

Article 25 The duties of the Executive Director of Institutional Relations are: (i) to coordinate, administer,

direct and supervise Legal, Institutional Marketing, Press Relations, and Tax areas of the Company; (ii) to

coordinate, administer and direct the Company's public relations and institutional advertising; (iii) to coordinate

the activities of the Board of Directors of the Company; (iv) to plan, propose and implement policies and actions

of the Company relating to the areas referred to in item (i) above; (v) to oversee and coordinate the legal

services of the Company; (vi) to offer opinions on contracting of outside counsel; (vii) to represent, in isolation,

the Company, in court or out of court, actively and passively, vis-à-vis third parties, any public agencies, Federal,

State and Municipal authorities, as well as local authorities, mixed economy companies, parastatal entities, and

private entities and companies; and (viii) other duties as from time to time determined by the CEO.

Article 26 It is the duty of the Directors without specific designation, if elected, to assist the CEO in the



coordination, administration, direction and supervision of the Company's business, according to the assignments

to them from time to time determined by the CEO.

Article 27 The Executive Board has all the powers to practice the acts necessary for the regular

functioning of the Company and the achievement of the corporate purpose, however special they may be,

including to waive rights, compromise and agree, subject to legal or statutory provisions. Observing the purview

values of the Executive Board established by the Board of Directors as provided in article 19 herein, it is to

administer and manage the company's business, especially:

I. to comply with and enforce these Bylaws and the Resolutions of the Board of Directors and General

Meeting;

II. to draw up, annually, the Administration Report, the accounts of the Executive Board, and the

financial statements of the Company accompanied by the independent auditors' report, as well as

the proposed allocation of the profits assessed in the previous fiscal year, for consideration of the

Board of Directors and the General Meeting;

III. to propose, to the Board of Directors, the annual budget, the capital budget, the business plan and

the multi-year plan, which must be reviewed and approved annually;

IV. to deliberate on the installation and the closing of branches, deposits, distribution centers, offices,

sections, agencies, representations on its own account or that of third parties, at any point in the

country or abroad;

V. to decide on any matter that is not in the private jurisdiction of the General Meeting or the Board of

Directors; and

VI. to convene the General Meeting, in case of vacancy of all the positions of the Board of Directors.

Article 29 The Executive Board shall meet whenever convened by the CEO or by a majority of its

members. The meetings of the Executive Board shall be able to be held by conference call, video conference or

by any other means of communication that allows the identification of the member and the simultaneous

communication between the Directors and all other persons present at the meeting.

Article 30 The convocations for the meetings shall be made by written communication delivered at least

48 (forty-eight) hours in advance, which should include the agenda, the date, time and place of the meeting.

Article 31 All the deliberations of the Executive Board shall be included as proceedings recorded in the

book of minutes of the Meetings of the Executive Board and signed by the Directors present.

Article 32 The company shall always be represented, in all acts, by the isolated signature of the CEO;

and, in his absence, by the signature of 2 (two) Directors jointly or, failing these, the signature of one or more

proxies specially appointed to do so in accordance with Paragraph 1 below, subject to the provisions of article



19, XXV, of these Bylaws.

Paragraph 1 All powers of attorney shall be granted by the CEO individually, or, failing that, by 2 (two)

Directors jointly, through mandate with specific powers and term, except in the case of ad judicia powers of

attorney, in which case the mandate can be for an indeterminate period, through a public or private instrument.

Paragraph 2 The acts of any directors, proxies, agents and employees that involve or relate to operations or

business outside the corporate purpose and corporate interests, such as sureties, pledges, endorsements and

any third-party favor, are expressly forbidden, being null and inoperative in relation to the Company, except as

provided for in article 19, XXII of these Bylaws and/or when expressly approved by the Board of Directors.

CHAPTER V

SUPERVISORY COUNCIL

Article 33 The Supervisory Council shall operate in a permanent manner, with the powers and duties

conferred to it by law.

Article 34 The Supervisory Board shall consist of at least 3 (three) and a maximum of 5 (five) members

and alternates in equal number, shareholders or otherwise, elected and removed from office at any time by the

General Assembly.

Paragraph 2 The members of the Supervisory Board, at its first meeting, shall elect its Chairperson.

Paragraph 3 The investiture of the members of the Supervisory Board, effective and alternate, depends

upon the signing of the term of consent drawn up in the appropriate book, which shall be subject to the arbitration

clause referred to in article 49 of these Bylaws.

Paragraph 4 The members of the Supervisory Council shall be replaced, upon their absences and

impediments, by the respective alternate.

Paragraph 5 If there is a vacancy of the post of a member of the Supervisory Board, the alternate shall

occupy his/her place; if there is no alternate, the General Assembly shall be convened to conduct the election of

a member to the vacant position.

Article 35 The Supervisory Board shall meet whenever necessary, assuming all the power assigned to it

by law.

Paragraph 1 Regardless of any formalities, a meeting shall be deemed to be regularly convened if all the



members of the Supervisory Board are in attendance.

Paragraph 2 The Supervisory Board expresses its opinion by an absolute majority of votes, with the majority

of its members present.

Paragraph 3 All the deliberations of the Supervisory Board shall be included in minutes drawn up in the

book of Minutes and Opinions of the Supervisory Board and signed by the Councilors present.

Article 36 The remuneration of the members of the Supervisory Board shall be established by the

General Assembly that elects them, subject to paragraph 3 of Article 162 of the Brazilian Corporate Law.

CHAPTER VI

DISTRIBUTION OF PROFITS

Article 37 The fiscal year starts on January 1 and ends on December 31 of each year.

Sole Paragraph At the end of each fiscal year, the Executive Board shall draw up the company's financial

statements, with observance of the relevant legal principles.

Article 38 Along with the financial statements for the fiscal year, the Board of Directors shall submit to the

Ordinary General Meeting a proposal on the allocation of net income for the fiscal year, calculated after

deduction of participations referred to in article 190 of the Brazilian Corporate Law, according to the provisions of

paragraph 1 of this article, adjusted for purposes of the calculation of dividends pursuant to article 202 of the

same law, observing the following deduction order:

(a) 5% (five per cent) shall be applied before any other allocation, on the constitution of the legal reserve, which

shall not exceed 20% (twenty percent) of the capital stock. In the fiscal year in which the legal reserve balance

plus the amounts of the capital reserves in Paragraph 1 of article 182 of the Brazilian Corporate Law exceeds

30% (thirty percent) of the capital stock, the allocation of part of the net income for the year to the legal reserve

shall not be mandatory;

(b) a portion, at the proposal of the bodies of the administration, may be allocated to the formation of

reserves for contingencies and reversal of the same reserves formed in previous fiscal years, in accordance with

article 195 of the Brazilian Corporate Law;

(c) From the balance of the net profit remaining after the allocations of legal reserve and reserve for

contingencies as determined in (a) and (b) above, a parcel allocated for the payment of a minimum mandatory

dividend of not less than, in each fiscal year, 25% (twenty-five percent);

(d) In the fiscal year in which the amount of the minimum mandatory dividend, calculated pursuant to letter



(c) above, exceeds the portion held of the net income for the year, the general meeting may, on proposal of the

administrative bodies, allocate the excess to constitution of a profit reserve, subject to the provisions of article

197 of the Brazilian Corporate Law; and

(e) The profits that remain after legal deductions and minimum dividends referred to in paragraph (c) of this

article 38 shall be allocated in an annual installment, not exceeding 90% (ninety percent) of the net profit

adjusted for the formation of the Statutory Reserve of investment, which shall eventually finance the

implementation in operational assets, and this reserve may not exceed the capital stock.

Paragraph 1 The General Assembly may assign to members of the Board of Directors and the Executive

Board a share in profits, not exceeding 10% (ten percent) of the remaining income, limited to the global annual

remuneration of the administrators, after deducting any accrued losses and the provision for income tax and

social contribution, in accordance with article 152, paragraph 1 of the Brazilian Corporate Law.

Paragraph 2 The distribution of profits in favor of the members of the Board of Directors and Executive

Board may only occur in the fiscal years in which shareholders are assured the payment of the minimum

mandatory dividend provided for in these Bylaws.

Article 39 By proposal of the Executive Board, approved by the Board of Directors, ad referendum of the

General Meeting, the Company may pay or credit interest to shareholders, by way of remuneration for the equity

of the latter, observing the applicable legislation. Any amounts so disbursed may be imputed to the amount of the

mandatory dividend provided for in these Bylaws.

Paragraph 1 In the event of crediting interest to shareholders in the course of the fiscal year and allocating

them to the amount of the mandatory dividend, shareholders shall be compensated with the dividends to which

they are entitled, and ensured the payment of any balance remaining. If the value of the dividends is lower than

that which they were credited, the Company shall not be able to charge the shareholders the balance surplus.

Paragraph 2 The effective payment of interest on own capital, with the crediting having occurred in the

course of the fiscal year, shall be by resolution of the Board of Directors, in the course of the fiscal year or in the

following year, but never after the dividend payment dates.

Article 40 The company shall be able to draw up semi-annual balance sheets, or at lesser intervals, and

declare, by deliberation of the Board of Directors:

(a) the payment of dividends or interest on own capital, to a profit account calculated on a half-yearly

balance sheet, imputed to the amount of the mandatory dividend, if any;



(b) the distribution of dividends in periods of less than 6 (six) months, or interest on own capital, imputed to

the amount of the mandatory dividend, if any, provided that the total of dividends paid in each semester of the

fiscal year does not exceed the amount of capital reserves; and

(c) the payment of intermediate dividend or interest on own capital, to the account of accrued profits or

profit reserves existing in the last annual or half-yearly balance sheet, imputed to the amount of the mandatory

dividend, if any.

Article 41 The General Meeting shall be able to deliberate the capitalization of profits or capital reserves,

including those imposed on intermediate balance sheets, observing the applicable legislation.

Article 42 Dividends not received or claimed shall be forfeit 3 (three) years from the date on which they were

made available to the shareholder, and shall revert to the Company.

CHAPTER VII

TRANSFER OF SHARE CONTROL,

DEREGISTRATION AS A PUBLICLY-TRADED COMPANY,

DELISTING FROM THE NOVO MERCADO AND

PROTECTION OF SHAREHOLDER BASE

Section I - Transfer of Company Control

Article 43 The direct or indirect transfer of the control of the Company, both by means of a single

operation, and by means of successive operations, shall be contracted on the condition that the acquirer of the

control undertakes to execute public offer of acquisition of shares having as object the shares of issuance of the

Company belonging to other shareholders, observing the conditions and terms foreseen in the legislation and in

the regulations in force and in the Regulation of the Novo Mercado, so as to ensure then equal treatment to that

given to the transferor.

SECTION II - DEREGISTRATION AS A PUBLICLY-TRADED COMPANY

AND DELISTING FROM THE NOVO MERCADO

Article 44 With the entry of the Company in the Novo Mercado of B3 the Company, its shareholders,

including controlling shareholders, administrators and members of the Fiscal Board are subject to the

Regulations of the Novo Mercado.

Article 45 In the public offering for acquisition of shares to be made effective, necessarily, by the

Controlling Shareholder or by the Company for the deregistration as a publicly-held company, the minimum price

to be offered shall correspond to the economic value determined in the appraisal report, respecting the legal and



regulatory rules applicable.

SECTION III - PROTECTION OF THE DISPERSION OF THE SHAREHOLDER BASE

Article 46 Any Buyer (as defined in paragraph 11 of this article), who acquires or becomes a holder of

shares issued by the company or of other rights, including enjoyment or trust over shares issued by the company

in an amount equal to or greater than 20% (twenty percent) of its capital stock shall conduct a public offering for

the acquisition of all the shares issued by the Company, in accordance with the provisions of applicable rules of

the CVM, the regulations of B3 and the terms of this article. The Buyer must apply for the registration of said

offer within 30 (thirty) days from the date of purchase or the event which resulted in ownership of rights shares in

an amount equal to or greater than 20% (twenty percent) of the capital stock of the Company.

Paragraph 1 The public offer for acquisition of shares shall be (i) directed without distinction to all

shareholders of the company; (ii) effective at auction to be held in the B3; (iii) entered at the price determined in

accordance with the provisions of Paragraph 2 of this article; and (iv) paid up front, in national currency, against

the acquisition in the offer of shares issued by the Company.

Paragraph 2 The purchase price of the public offering for acquisition of each share issued by the company

may not be less than the higher value between: (i) 135% (one hundred and thirty-five percent) of the economic

value determined in the appraisal report; (ii) 135% (one hundred and thirty-five percent) of the issue price of

shares in any capital increase carried out by public distribution which occurred in the period of 24 (twenty four)

months prior to the date on which realization of the public offer for the acquisition of shares becomes obligatory

under this article, which should be updated by the IPCA from the date of issue of shares for the Company's

capital increase until the moment of financial settlement of the public offer for the acquisition of shares under this

article; (iii) 135% (one hundred and thirty-five percent) of the average unit listing of the shares issued by the

Company during the period of 90 (ninety) days prior to the completion of the offer, weighted by the volume of

trading on the stock exchange on which there is the largest volume of trading of the shares issued by the

company; and (iv) 135% (one hundred and thirty-five percent) of the highest unit price paid by the purchaser, at

any time, for a share or batch of shares issued by the company. If the regulation of the CVM applicable to the

offer referred to in this case determines the adoption of a calculation criterion for fixing the purchase price of

each share in the Company in the offer that results in a higher purchase price, the acquisition price calculated in

accordance with the rules of the CVM shall prevail in completion of the offer called for.

Paragraph 3 The completion of the public offering for acquisition of shares referred to in the head provision

of this article shall not exclude the possibility of another shareholder of the Company, or, if applicable, the

Company itself, making a competing offer in accordance with the applicable rules.

Paragraph 4 The Buyer shall be required to meet any requests or requirements from CVM, formulated on



the basis of the applicable law relating to the public offer for acquisition of shares, within the maximum term limits

prescribed in the applicable regulations.

Paragraph 5 If the Buyer does not comply with the obligations imposed by this article, even with regard to

maximum time limits: (i) to carry out or request the registration of the public offering for acquisition of shares; or

(ii) for any requests or requirements from the CVM, the Board of Directors of the Company shall convene an

Extraordinary General Meeting in which the Buyer shall not be able to vote to decide on the suspension of the

exercise of the rights of the Buyer that failed to comply with any obligation imposed by this article, as provided for

in article 120 of the Brazilian Corporate Law, without prejudice to the responsibility of the Buyer for damages

caused to the other shareholders as a result of the breach of the obligations imposed by this article.

Paragraph 6 The provisions of this article shall not apply in the event that a person becomes a holder of

shares issued by the company in an amount exceeding 20% (twenty percent) of the total shares issued as a

result of: (i) legal succession, under the condition that the shareholder disposes of excess shares within 30

(thirty) days of the relevant event; (ii) the incorporation of another company by the Company; (iii) the acquisition

of the shares of another company by the Company; or (iv) of the subscription of shares of the Company held on

a single primary issue, which has been approved in the General Meeting of shareholders of the Company,

convened by its Board of Directors, and whose proposed capital increase has given the issue price of the shares

on the basis of the economic value obtained from an economic and financial appraisal report of the company

conducted by a specialized company with proven experience in the evaluation of publicly-held companies. In

addition, the provisions of this article shall not apply to current shareholders who are already holders of 20%

(twenty percent) or more of the total shares issued by the company and their successors on the effective date of

membership and listing of the company on the Novo Mercado, applying exclusively to those investors that

purchase shares and become shareholders of the Company after such a General Meeting.

Paragraph 7 For purposes of calculating the percentage of 20% (twenty percent) of the total shares issued

by the Company described in the head provision of this article, the involuntary increases of shareholding

resulting from cancellation of treasury shares or reduction of the capital stock of the Company with the

cancellation of shares shall not be included in the calculation.

Paragraph 8 The General Meeting shall be able to exempt the Buyer from the obligation to conduct the

public offering for acquisition of shares referred to in this article, if it is in the interest of the Company.

Paragraph 9 Holders of a minimum of 20% (twenty percent) of the shares issued by the company shall be able

to request that the Company's administrators convene a special assembly of shareholders to decide on the

holding of further evaluation of the Company for the purpose of reviewing the price of the acquisition, whose

appraisal report must be prepared along the same lines of the appraisal report referred to in article 54 in

accordance with the procedures laid down in article 4 of the Brazilian Corporate Law and in compliance with the

provisions of applicable rules of the CVM, the regulations of B3, and under the terms of this Chapter. The costs

of preparing the appraisal report shall be fully born by the Buyer.

Paragraph 10 If the special meeting referred to above decides on a new evaluation and the appraisal report



comes to determine a value greater than the initial value of the public offer for the acquisition of shares, the

Buyer shall be able to withdraw and, in this case, undertakes to observe, as applicable, the procedure laid down

in articles 23 and 24 of CVM Instruction 361/02, and to divest excess participation within 3 (three) months from

the date of the same special assembly.

Paragraph 11 For purposes of interpretation of this article, the terms below starting with capital letters shall

have the following meanings:

“Buyer" means any person, including, without limitation, any natural or legal person, an investment fund,

condominium, securities portfolio, universality of rights, or other form of organization, resident, domiciled or

headquartered in Brazil or abroad, or Shareholder Group.

“Shareholder Group" means the group of people: (i) bound by contracts or vote agreements of any kind, either

directly or through subsidiaries, controlling or under common control; or (ii) between which there is a relationship

of control; or (iii) under common control.

SECTION IV - COMMON PROVISIONS

Article 47 The formulation of a single public offering for acquisition of shares is allowed, aiming at more

than one of the purposes set out in this chapter VII of these Bylaws, in the Novo Mercado Listing Regulation or

regulation issued by CVM, provided that it is possible to reconcile the procedures of all types of tender offer and

there is no prejudice to the recipients of the offer and permission is obtained from CVM when required by

applicable law.

Article 48 The shareholders responsible for the execution of the public offerings for acquisition of shares

contemplated in Chapter VII of these Bylaws, in the Novo Mercado Listing Regulation or regulation issued by

CVM may ensure its effectiveness by means of any shareholder or third party. The Company or the shareholder,

as the case may be, is not exempt from the obligation to conduct the public offering for acquisition of shares until

it is completed with observance of the applicable rules.

CHAPTER VIII

ARBITRATION COURT

Article 49 The Company, its shareholders, administrators and members of the Supervisory Board,

effective and alternate, if there are any, undertake to resolve through arbitration, before the Market Arbitration

Chamber, in the form of its regulations, any controversy which may arise between them, related to or originating

from their condition of issuer, shareholders, administrators, and members of the Supervisory Board, especially

arising from the provisions contained in Law # 6.385/76, in the Brazilian Corporate Law, in the Bylaws of the



Company, in the standards edited by the National Monetary Council, by the Central Bank of Brazil or by CVM,

besides those appearing in the Regulations of the New Market, the other regulations of B3 and the Participation

Contract of the Novo Mercado.

Paragraph 1 Without prejudice to the validity of this arbitration clause, the application of emergency

measures by the parties before the Arbitration Court should be referred to the Judiciary Branch, in the form of

item 5.1.3 of the Arbitration Regulation of the Market Arbitration Chamber.

Paragraph 2 Brazilian law shall be the only law applicable to the merits of any controversy, as well as the

implementation, interpretation and validity of this arbitration clause. The Arbitration Court shall be formed by

arbitrators chosen in the manner provided for in the Arbitration Regulations of the Market Arbitration Chamber.

The arbitration procedure shall take place in the city of São Paulo, State of São Paulo, where the arbitration

judgment should be pronounced. The arbitration shall be administered by the Market Arbitration Chamber, being

conducted and judged in accordance with the relevant provisions of the Arbitration Regulations.

CHAPTER IX

LIQUIDATION OF THE COMPANY

Article 50 The Company shall be liquidated in cases determined by law, and the General Meeting shall

be responsible for electing the liquidator or liquidators, as well as the Supervisory Council which shall work

during this period, obeying the legal formalities.

CHAPTER X

FINAL AND TRANSITIONAL PROVISIONS

Article 51 The cases omitted in these Bylaws shall be resolved by the General Meeting and regulated in

accordance with the Brazilian Corporate Law, respecting the Regulations of the Novo Mercado.

Article 52 The Company shall comply with the shareholder agreements filed in its headquarters, with the

registration of transfer of shares and the statement of preferred vote in the General Assembly or meeting of the

Board of Directors contrary to their terms being forbidden.

Article 53 The Company shall provide its shareholders and third parties, at its headquarters, contracts

with related parties, shareholders' agreements and options for the acquisition of shares or other securities or

securities issued by the Company.

Article 54 The Company and any of its subsidiaries, whether direct or indirect, are prohibited from selling

any options contracts (directly or indirectly), or signing option contracts in which they figure as an entrant, with

the exception of companies that have such activity as their corporate purpose. Purchase options (calls) are

defined as those that give the holder the right to buy the underlying asset at a specified date for a specified price;



and sale options (puts) as those that give the holder the right to sell the underlying asset at a specified date for a

specified price. For the purposes of this article option contracts shall be considered those that directly or

indirectly, expressly or in an implied manner, provide some benefit to the Company in counterpart to a market

volatility, i.e. when there is risk of oscillation of the price of the underlying asset of the contract. Including, but not

limited to these, any operations in which the underlying asset of the contract is conditional upon the rate of the

dollar, the price of gold, commodities, bonds, exchange variation and, variation of interest.

Paragraph 1 The prohibition addressed in Paragraph 1 above shall not apply to the signing of a contract,

agreement or other instrument of assumption of rights and obligations in the context of financial transactions

through issue, by the company and any of its subsidiaries, whether direct or indirect, that causes the issuance of

debt securities, including, but not limited to promissory notes, debentures, commercial paper, notes, bonds, as

provided in these Bylaws.

[Illegible signature]

MILENA HITOMI YANAGISAWA

Secretary of the Board

* * *

[There appear initials at the bottom of the pages]

Nothing further, I CERTIFY that the preceding is a true, faithful and unabridged rendering into English of the original Portuguese version. In witness whereof, I set my hand and seal, on the date and in the city first mentioned.

Joinville, 23 th may 2018 ESTHER EVA HOROVITZ

TRADUTORA JURAMENTADA CT – 54.093

Documents

LIVRO Nº 90 FOLHA N° 199 TRADUÇÃO Nº 3828jbss.infoinvest.com.br/fck_temp/10_35/file/JBS S_A_ - Bylaws - AGOE... · Paragraph 2 Within the limit of authorized capital, the Board