Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ______ No ___X___

Indicate by check mark whether by furnishing the information contained in this Form,
the Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ______ No ___X___

If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): N/A

GAFISA S.A.

TAX ID (CNPJ/MF) no. 01.545.826/0001-07

NIRE 35.300.147.952

Publicly-Held Company

Dear Shareholders,

We herein present Company’s management proposal for the matters of the agenda of Company’s Extraordinary Shareholders’ Meetings to be held on May 21, 2012:

1. Amendment of Article 5 of the Bylaws.

We herein propose the amendment to Article 5 of Company’s Bylaws in order to reflect capital increases approved by the Board of Directors, within the limit of the authorized capital of Company, up to the date of the Shareholders’ Meeting, as indicated in Exhibit I attached hereto. Aforementioned Exhibit I contains the draft of Company’s Bylaws, highlighting the proposed changes, as well as information on the ground and justification of each proposal and the analysis of the legal and economic effects of such proposed amendments, when appropriate, as required by Article 11 of CVM Instruction 481/09.

2. Amendment of §1 of Article 19 of the Bylaws.

We propose amendment of §1 of Article 19 of Company’s Bylaws such as to expect possibility of leaving open the position in the Board of Directors in case it becomes vacant, as indicated in Exhibit I attached hereto. Such Exhibit I contains a draft of the Bylaws highlighting the proposed changes, the information on the origin and justification of each proposal, providing an analysis of their legal and economic effects, when applicable, in accordance with Article 11 of CVM Instruction 481/09. 

3. Amendment of Articles 27, 30, 31, 32, and renumbering of the subsequent, in the Bylaws.

We propose amendment of articles 27, 30, 31, 32, and renumbering of the subsequent to adapt description of the positions and roles of the Directory in the Bylaws to Company’s new organizational structure suggested by the Board of Directors, as indicated in Exhibit I attached hereto. Such Exhibit I contains a draft of the Bylaws highlighting the proposed changes, the information on the origin and justification of each proposal, providing an analysis of their legal and economic effects, when applicable, in accordance with Article 11 of CVM Instruction 481/09. 

4. Reform of Company’s Bylaws to adapt it to the New Market Regulation.

We propose a reform of certain provisions in the Bylaws, in order to adapt it to the minimum clauses disclosed by BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros, under the terms of the new Regulation of Listing of the New Market, in force since May 10, 2011, as indicated in Exhibit I attached hereto. Such Exhibit I contains a draft of the Bylaws highlighting the proposed changes, the information on the origin and justification of each proposal, providing an analysis of their legal and economic effects, when applicable, in accordance with Article 11 of CVM Instruction 481/09. 

5. Consolidation of Company’s Bylaws.

In case the proposed changes abovementioned on items 1 to 4 are approved, we propose that a consolidation to Company’s Bylaws, in the form of Exhibit II attached hereto, is also approved.

São Paulo, May 11 2012.

Management of

Gafisa S.A.

EXHIBIT I

I.1.      BYLAWS WITH HIGHLIGHTS OF THE PROPOSED ALTERATIONS

GAFISA S.A.

CNPJ/MF No. 01.545.826/0001-07

NIRE 35.300.147.952

Publicly-Held Company

BYLAWS

CHAPTER I

NAME, HEADQUARTERS, PURPOSE AND DURATION

Article 1. Gafisa S.A. (the “Company”) is a publicly held corporation, governed by these Bylaws, its Code of Ethics and Conduct and applicable law and regulations.

Sole Paragraph. With the Company admission to the special securities trading segment of the São Paulo Stock Exchange Comission (BM&FBOVESPA  S.A. – Bolsa de Valores, Mercadorias e Futuros) (hereinafter respectively referred to as “Novo Mercado” and “BM&FBovespa”), the Company, its shareholders, Managers, and members of the fiscal council, when installed, shall be subject to the provisions of the BM&FBovespa New Market Listing Regulation (hereinafter referred to as “Novo Mercado Rules”).

Article 2. The Company’s headquarters and forum are located in the City of São Paulo, State of São Paulo. The Company may, by resolution adopted either by the Boardboard  of Directorsdirectors  or the Executive Boardexecutive board, change the address of its headquarters, and open, transfer and extinguish branches, agencies, offices, warehouses, representation offices and any other establishments anywhere within Brazilian territory or abroad.

Article 3. The Company’s purposes are: (i) to promote and develop real estate projects of any kind, whether its own or those of third parties, in the latter case as contractor and agent; (ii) to purchase and sell real estate of any kind; (iii) to perform civil construction and provide civil engineering services; and (iv) to develop and implement marketing strategies for its own or third parties’ real estate projects.

Sole Paragraph. The Company may hold interests in any other companies, in Brazil or abroad, upon approval granted by means of a resolution adopted by the Boardboard  of Directorsdirectors, except in the situation provided in Art. 36,33, §1, in which case prior approval of the Boardboard  of Directorsdirectors  will not be required.

Article 4. The Company has an indefinite term of duration.

CHAPTER II

CAPITAL AND SHARES

Article 5. The capital of the Company is R$2,730,788,422.18,2,734,156,672.12,  which is fully subscribed and paid-in  and,  divided into 432,137,739432,699,559  common shares, all registered, book-entry and without par value.

§1. The cost of share transfer services charged by the account agent shall be borne by the shareholders, subject to such limits as may be imposed by applicable legislation.

§2. Each common share carries the right to one vote on resolutions at General Meetings of Shareholdersgeneral meetings of shareholders. 

§3. The Company mayshall  not issue preferred shares or participation certificates (partes beneficiárias). 

§4. For purposes of reimbursement, the value of the Company’s shares shall be based on the Company’s economic value, as determined by an appraisal carried out by a specialized firm appointed in the manner provided for in Article 45 of Corporation Law  6404/76.. 

Article 6. The capital of the Company may be increased by resolution adopted by the Boardboard  of Directorsdirectors, without need for an amendment to these Bylaws. The resolution approving the increase shall fix the terms and conditions for the issuance of shares, subject to a limit of 600,000,000 (six hundred million) common shares.

Sole Paragraph. The Company may, within the limit of its authorized capital and by resolution of the shareholders in a General Meetinggeneral meeting, grant share purchase options to (i) its officers, directors and employees, or (ii) individuals who provide services to it or to any company under its control.

Article 7. The Company may reduce or exclude the time period for the exercise of preemptive rights on the issuance of shares, debentures convertible into shares or subscription bonuses which are placed by means of sale on a stock exchange, public subscription or share swap in a public tender offer pursuant to articles 257 to 263 of Corporation Law  6404/76..  Pursuant to article 171, §3 of Corporation Law  6.404/76,,  there shall be no preemptive rights on the grant and exercise of the share purchase options.

CHAPTER III

GENERAL MEETING OF SHAREHOLDERS

Article 8. A General Meetinggeneral meeting of Shareholdersshareholders  shall be held, on an ordinary basis, in the first four (4) months following the end of the fiscal year and on an extraordinary basis whenever required by law or the Company’s interests.

§1. General Meetingsmeetings  of Shareholdersshareholders  shall be called in the manner provided for by law. Regardless of the formalities for calling General Shareholders’ Meetings, any General Meetinggeneral shareholders’ meetings, any general meeting attended by all shareholders shall be considered to have been regularly called.

§2. General Meetingsmeetings  of Shareholdersshareholders  shall be called to order and chaired by the Chairmanchairman  of the Boardboard  of Directorsdirectors  or, in his absence, by a shareholder appointed by the shareholders at the General Meetinggeneral meeting. The Chairmanchairman  of the General Meetinggeneral meeting shall choose one of those present at the meeting to act as secretary.

§3. Prior to the call to order, the shareholders shall sign the “Book of Attendance” (Livro de Presença de Acionistas), giving their name and residence and the number of shares they hold.

§4. The list of shareholders present at the meeting shall be closed by the Chairmanchairman  immediately after the General Meetinggeneral meeting is called to order.

§5. Shareholders which appear at a General Meetinggeneral meeting after the list of shareholders present at the meeting has been closed may participate in the meeting but shall not have the right to vote on any resolution.

§6. The resolutions of the General Meetinggeneral meeting shall be taken by the majority of affirmative votes of those present, provided that the blank votes shall not be counted, and with the exception of the cases set forth by law and subject to the provisions set forth in the main clause of Article 10.

Article 9. In addition to the matters provided for by the law, the Shareholders in General Meetingshareholders in general meeting shall:

(a)      decide on the Company’s exit from the Novo Mercado of the São Paulo Stock Exchange – BM&FBovespa S.A. – Bolsa de Valores, Mercadorias e Futuros (respectively “Novo Mercado” and “BM&FBovespa”)BM&FBovespa, which shall be communicated to BM&FBovespa in writing, 30 (thirty) days in advance;

(b)     always subject to the provisions of Article 11, choose, from among the three qualified institutions indicated on a list prepared by the Boardboard  of Directorsdirectors, the institution which shall be responsible for the preparation of an appraisal report for shares issued by the Company, for the purposes of exiting the Novo Mercado, cancellation of the Company’s registration as a publicly-held company or mandatory public tender offer; and

(c)      resolve cases on which these Bylaws are silent, subject to the provisions of Corporation Law  6404/76.. 

Article 10. The choice of the specialized institution or firm responsible for the determination of the Company’s economic valueEconomic Value (as defined hereafter), referred to in Article 9 (cb) of these Bylaws, shall be solely made by the shareholders’ general meeting, from the submission, by the board of directors, of triple list, and the respective resolution shall be made by the majority of votes cast by holders of Outstanding Shares present at the General Meetinggeneral meeting in question, blank votes not being computed.  The quorum for the General Meetinggeneral meeting shall be shareholders representing at least 20% of the total number of Outstanding Shares, at first call, and on second call, shareholders representing any number of Outstanding Shares.

§1. The appraisal reports mentioned in this Article 10 shall be elaborated by a specialized firm  or institution, with proven experience and independent as to the power of decision of the Company, its Managers  and/or Controlling Shareholder, in addition to fulfilling the requirements set forth in §1 of Article 8 of Corporation Law, and shall bear the responsibility set forth in §6 of the same article.

§2.  For purposes of these Bylaws:

“Controlling Shareholder” means the shareholder(s)  or Shareholder Group that exercises Control of the Company;

“Disposing Controlling Shareholder” means the Controlling Shareholder, when it causes a disposalDisposal  of controlControl  of the Company;

“Control Shares” means the block of shares that gives, either directly or indirectly, the holder(s) sole or shared Control of the Company;

“Outstanding Shares” means all the shares issued by the Company, with the exception of shares held by the Controlling Shareholder, by persons related to the Controlling Shareholder or by the Company’s officers and directorsManagers  and treasury shares;

“Disposal of Control” means the transfer to a third party, for value, of Control Shares;Managers”, when appearing in the singular form, the Company’s officers and members of the board of directors individually referred, or, when in the plural form, the Company’s officers and members of the board of directors collectively referred;

“Purchaser” means the person to whom the Disposing Controlling Shareholder transfers Control in a Disposal of Company Control;

“Disposal of Control” means the transfer to a third party, for value, of Control Shares;  

“Shareholder Group” means a group of two or more persons (a) that  (a) are bound by contracts or vote agreements of any nature, including shareholders’ agreements, whether written or oral and whether directly or through Controlled Companies, Controlling Companiescontrolled companies, controlling companies or companies under Common Controlcommon control; or (b) among whom there is a direct or indirect Controlcontrol  relationship; or (c) that are under Common Control; or (d) that represent a common interest. Examples of persons representing a common interest include (i) a person that holds a direct or indirect interest of 15% (fifteen percent) or more in the capital of the other person; and (ii) two persons that have a third investor in common which holds a direct or indirect interest of 15% (fifteen percent) or more in the capital of the first two persons. Joint ventures, investment funds or clubs, foundations, associations, trusts, condominiums, cooperatives, security portfolios, universalities of rights and any other form of organization or enterprise of any kind, whether constituted in Brazil or abroad, shall be considered to be part of the same Shareholder Group whenever two or more of such entities: (x) are administered or managed by the same legal entity or by parties related to the same legal entity; or (y) have the majority of their officers or administrators in common;under common control;

“Corporation Law” the Law no. 6.404, of December 15, 1976, and all of the subsequent amendments thereto;

“Control” (and the related terms “Controlling Company”, “Controlled Company” and “under Common Control”) means the power effectively used to direct corporate activities and orient the functioning of the Company’s corporate bodies, whether directly or indirectly and whether de facto or de jure, regardless of the equity interest held. There is a relative presumption that the person or Shareholder Group holding shares that gave it an absolute majority of votes of the shareholders present at the last 3 (three  General Shareholders) general shareholders’ meetings holds Control, even if such person or Shareholder Group does not hold an absolute majority of the Company’s voting capital;  

“Statement of Consent from Managers” means the document by which the Company Managers personally undertake to be subject to and act in accordance with the Novo Mercado Agreement (Contrato de Participação no Novo Mercado), the Novo Mercado Listing Rules, the Regulation of Sanctions and the Arbitration Clause and the Arbitration Rules, which document shall also be valid as Arbitration Clause, in the form set out in Exhibit A to the Novo Mercado Rules;

“Statement of Consent from Controlling Shareholders” means the instrument by which the new Controlling Shareholders, or shareholders which join the control group of the Company, assume personal liability for complying with the Novo Mercado Agreement (Contrato de Participação no Novo Mercado), the Novo Mercado Listing Rules, the Regulation of Sanctions, the Arbitration Clause and the Arbitration Rules, in the form set out in Exhibit CB  to the Novo Mercado Listing Rules.;  

§2 The appraisal reports mentioned in this Article 10 shall be elaborated by a specialized company  or institution, with proven experience and independent as to the power of decision of the Company, its officers  and/or Controlling Shareholder, in addition to fulfilling the requirements set forth in §1 of Article 8 of Law 6.404/76, and shall bear the responsibility set forth in §6 of the same article.

“Economic Value” the value of the Company and its shares to be determined by specialized firm, availing of acknowledged methodology, or based on another criterion to be established by the Brazilian Securities and Exchange Commission (hereinafter referred to as “CVM”).

Article 11. In the event the Company exits the Novo Mercado or its registration as a publicly-held company is cancelled, the costs incurred for the preparation of the appraisal report referred to in Article 9 (cb) shall be borne entirely by the Controlling Shareholder or by the Company, if the Company is offeror, as applicable.

Article 12. The General Meetinggeneral meeting may suspend the exercise of rights, including the voting right, of the shareholder or Shareholder Group that fails to comply with legal or regulatory  obligations, as well as those provided under these By-laws.Bylaws.  

§1. The shareholders representing a minimum of 5% of the Company’s capital may call the General Meetinggeneral meeting referred to in the main clause of this Article 12, when the Boardboard  of Directorsdirectors  does not respond, within 8 days, to a request for calling it, indicating the violated obligation and the identification of the shareholder or Shareholder Group in default.

§2. The General Meetinggeneral meeting which approves the suspension of the shareholder’s rights shall be incumbent of establishing, among other aspects, the scope and the term of the suspension, provided that the suspension of the right of supervision and the right to demand information, as provided in law, may not be suspended.

§3. The suspension of rights shall cease when the violated obligation is performed.

CHAPTER IV

MANAGEMENT

SECTION IV.I. - GENERAL RULES

Article 13. The Company is managed by the Boardboard  of Directorsdirectors  (Conselho de Administração) and the Executive Boardexecutive board (Diretoria). 

Article 14. The members of the Boardboard  of Directorsdirectors  and the Executive Boardexecutive board shall be invested in their respective offices within thirty days from the date they were appointed, unless a justification is accepted by the corporate body for which they have been appointed, by signing an instrument of investiture in the appropriate book, and shall remain in office until the investiture of the newly-elected members of the Company’s management.

Sole Paragraph. The investiture of the members of the Boardboard  of Directorsdirectors  and the Board of Executive Officersboard of executive officers in their respective offices is conditional upon, without prejudice to the compliance of legal requirements applicable, (i) the prior execution of the Statement of Consent from Senior OfficersManagers  (Termo de Anuência dos Administradores) provided for under the Novo Mercado Listing Rules; and (ii) adherence to the Manual for Disclosure and Use of Information and Policy for Trading in Securities Issued by the Company (Manual de Divulgação e Uso de Informações e Política de Negociação de Valores Mobiliários de Emissão da Companhia), by executing an instrument to that effect.

Article 15. The Shareholders in General Meetingshareholders in general meeting shall determine, on an individual or global basis, the remuneration of the Company’s directors, officersManagers  and members of its advisory committees.  Where the remuneration is fixed on a global basis, the Boardboard  of Directorsdirectors  shall determine the amounts to be paid to each individual. Where applicable, the Boardboard  of Directorsdirectors  shall also distribute the share in profits fixed by the Shareholders in General Meetingshareholders in general meeting. 

Article 16. In performing its attributions and as a parameter of the performance of their duties and legal responsibilities, the Company’s management bodies must rest, strictly on the observation of the following principles and guidelines, without prejudice of others that may be suggested by the Nominating and Corporate Governance Committee and approved by the Boardboard  of Directorsdirectors: 

(a)      the Company’s management shall be performed in a professional way, aligned with the shareholder’s interests, but without association to any particular interests of any shareholder or Shareholder Group individually considered;

(b)     the powers conferred, through these Bylaws, to the management bodies, especially those related to the rules for appointing the candidates for the Boardboard  of Directorsdirectors  and to the appraisal of the terms of a public tender offer, will be exercised strictly according with the Company’s and its shareholders’ best interests, and with the principles set forth herein;

(c)      the existence of the powers mentioned in the item (b) above is based on the shareholders’ interests as a whole, and its only function is to attend and maximize such interests, in case such becomes necessary in view of the Company’s continuity and generation of long-term value;

(d)     the powers set forth in item (b) above cannot be used, under any circumstances, for the private benefit of any shareholder, Shareholder Group, director, officer or group of directors and/or officers;

(e)      the powers mentioned above, as well as its objectives, cannot be understood and have no function whatsoever of serving as an obstacle to the development of Control by any shareholder or Shareholder Group, and as such, the Boardboard  of Directorsdirectors  shall exercise its competence set forth in Article 6461  in such a way as to allow that the eventual development of Control enables the creation of higher value to the Company’s shareholders, within the time horizon it believes to better serve the shareholders’  interests considered as a whole;

(f)      the Company’s management shall be performed transparently, with extensive internal and external provision of the information required by law, regulations or by these Bylaws;

(g)     the strict enforcement of the law and the accounting standards, and the most rigid ethics standards shall be observed by all members of the Company’s management in performing their functions, and they shall responsible for ensuring that the other employees and collaborators of the Company and its controlled companies also observe the same standards;

(h)     the compensation of the members of the Company’s management and its senior employees must support, above all, delivery of results and long-term value creation, as well as the retention of talents, and it must be structured in a way as to prevent any kind of privilege, distortion with respect to market standards or mechanism that may hamper or impair the achievement of the corporate interest;

(i)       the management shall be responsible for the development of internal politics and practices to attract and retain the best talents and to cause the Company to count with highly qualified human resources, also encouraging the achievements of goals and promoting meritocracy; and

(j)       no member of the management may have access to information, participate in meetings of any other management body, exercise voting rights or in any way intervene in matters that are, directly or indirectly, in situations of conflicting interests with the interests of the Company or when it may be particularly benefited in any way.

SECTION IV.II. - BOARD OF DIRECTORS (CONSELHO DE ADMINISTRAÇÃO)

Composition

Article 17. The Boardboard  of Directorsdirectors  is composed of at least five (5) and no more than nine (9) effective members (being permitted the election of alternates), all of whom shall be shareholders, elected and removable at any time by the Shareholders in General Meetingshareholders in general meeting, with an unified term of office of two (2) years, re-election being permitted.

Article 18. At least 20% ofFrom  the effective members of the Board of Directorsboard of directors, no less than twenty percent (20%) shall be Independent Members, expressly declared as such in the minutes of the shareholders’ general meeting electing them, and the director(s) elected according to the faculty provided for by Article 141, §§ 4 and 5, and Article 239, of the Corporation Law, shall be likewise deemed independent director(s). 

§1. When, due to the  observance of the percentage referred to in the main clause of this Article 18, the election results in fractional number of Directorsdirectors,  the Shareholders in General Meetingshareholders in general meeting shall round it to whole number: (i) immediately above, when  the fraction is equal to or greater than 0,5,0,5 (five decimals), or  (ii) immediately below when  the fraction is less  than 0.5.0.5 (five decimals).

§2. For purposes of these Bylaws, “Independent Member” is one who: (i) has no relationship with the Company except for an interest in its capital; (ii) is not a Controlling Shareholder, nor a spouse or relative up to the second degree of the Controlling Shareholder, and is not now and has not been, in the past three years, related to the company or entity related to the Controlling Shareholder (persons related to public institutions of education and/or research are excluded from this restriction); (iii) has not been, in the past three years, an employee or officer of the Company, the Controlling Shareholder or a company controlled by the Company; (iv) is not a direct or indirect supplier or purchaser of the Company’s services and/or products of the Company, in a degree that implies loss of independence; (v) is not an employee or member of the management of the Company or entity offering services and/products to, or requesting services and/or products from, the Company, as material that will implicate in loss of independence; (vi) is not a spouse, or relative up to the second degree of any of the Company’s officers or directors; and (vii) does not receive any other kind of remuneration from the Company other than that arising from its term of office as board member (cash earnings generated by holdings in the Company’s capital are excluded from this restriction).

§3. It shall also be considered an Independent Member that one elected through the faculty set forth in §§4 and 5 of Article 141 of Law 6.404/76.The position of chairman of the board of directors and chief executive officer or main officer of the Company may not be accumulated by the same person.

Functioning

Article 19. The Boardboard  of Directorsdirectors  shall have a Chairmanchairman, who shall be elected by the favorable vote of a majority of the effective members. In the event of incapacity or temporary absence of the Chairmanchairman, the chairmanship shall be assumed by the member previously designated by the Chairmanchairman, or, in the absence of a previous designation, by such member as the remaining members shall appoint.

§1. As set forth in Article 150 of Corporation Law  6.404/76,,  in case of vacancy of a sitting member of the Board of Directorsboard of directors, not resulting in composition lower than the majority of the offices of the body, in accordance with the number of incumbent directors resolved by shareholders’ general meeting, the remaining members of the Boardboard  of Directorsdirectors, assisted by the Nominating and Corporate Governance Committee, shall (i) indicate one substitute, who shall remain in the office until the next General Meetinggeneral meeting to be held after that date, when a new board member shall be elected to finish the mandate; (ii) opt for leaving vacant the office of the vacating member, provided that the number of members set forth in the caput  of this Article is complied with. An Independent Board Member, shall only be substituted by another Independent Member.

§2. In case of vacancy in the majority of positions of the Boardboard  of Directors, a General Meetingdirectors, a general meeting to elect the replacements, which will complete the term of the replaced members, shall be called within 15 days of the event.

§3. For the purposes of these Bylaws, vacancy will occur in case of death, permanent incapacity, resignation, removal or unjustified absence of the board member for more than three consecutive meetings.

§4. Respecting the provision of the headcaput  of this Article in relation to the Chairmanchairman, in case of the temporary absence of any member of the Boardboard  of Directorsdirectors, such member shall be replaced by another board member appointed by the absent member, holding a power-of-attorney with specific powers. In this case, the substitute of the absent board member, besides his own vote, shall state the vote of the absent board member. An Independent Member shall only be substituted by another Independent Member.

§5. The Chief Executive Officer cannot be elected for the office of Chairman of the Board of Directors.

Article 20. The Boardboard  of Directorsdirectors  shall meet at least bimonthly. Meetings of the Boardboard  of Directorsdirectors  shall be called by the Chairmanchairman, or by at least two effective members, by written notice containing the agenda for the meeting, in addition to the place, date and time of the meeting.  Board of Directorsdirectors’ meetings shall be called at least five days in advance. Regardless of the formalities for calling meetings, any meeting attended by all members of the Boardboard  of Directorsdirectors  shall be considered to have been regularly called.

Article 21. The quorum for Boardboard  of Directorsdirectors’ meetings shall be four members.  Resolutions shall be adopted by the favorable vote of a majority of members present at the meeting, and the Chairmanchairman  shall have, in addition to his own vote, a casting vote in the event of a tie.

§1. The decisions of the Boardboard  of Directorsdirectors  shall be recorded in minutes, which shall be signed by the members present at the meeting.

§2. Directors may take part at meetings of the Boardboard  of Directorsdirectors  by telephone or videoconference, and, in that event, shall be considered to be present at the meeting and shall confirm their vote by written statement sent to the Chairmanchairman  by letter, facsimile transmission or e-mail immediately after the end of the meeting. Upon receipt of statement of confirmation, the Chairmanchairman  shall have full powers to sign the minutes of the meeting on behalf of the member in question.

§3. The Chief Executive Officerchief executive officer shall  attend  all  meetings  of the Boardboard  of Directorsdirectors, providing  clarification  as needed.

Powers

Article 22. In addition to such other powers and duties conferred on it by law and these Bylaws, the Boardboard  of Directorsdirectors  shall have powers to:

(a)      fix the general direction of the Company’s business;

(b)     define the strategic directions that should guide the preparation of the annual budget and business plan of the Company, to be prepared by the Executive Boardexecutive board; 

(c)      approve the Company’s annual operating budget and business plan, and any changes thereto (provided, however, that until such new budget or plan has been approved, the most recently approved budget or plan shall prevail);

(d)     attribute, from the global amount of remuneration fixed by the Shareholders in General Meetingshareholders in general meeting, the monthly remuneration of each of the members of the Company’s management and advisory committees, in the manner provided for in Article 15 of these Bylaws;

(e)      nominate a slate for the election of the Boardboard  of Directorsdirectors; 

(f)      elect and remove the Company’s officers and determine their powers and duties, in accordance with the provisions of these Bylaws and ensuring that  such positions  are  always  occupied  by  trained people, familiar  with  the activities of the Company and its controlled companies,  and also able to  implement  its  business plans, long-term goals, and  ensure  the  continuity  of  the Company;

(g)     supervise the officers’ management of the Company, examine at any time the Company’s books and documents, and request information on contracts entered into or about to be entered into by the Company and any other acts;

(h)     determine the general remuneration criteria and the benefit policies (indirect benefits, shares in profits and/or sales) for the senior management and those holding management positions in the Company;

(i)       instruct the votes related to the global remuneration of management to be cast by Company’s representative at the General Meetinggeneral meeting of Shareholdersshareholders  of the companies where the Company holds an equity interest, except for the wholly-owned subsidiaries or special purpose companies;

(j)       in accordance with a plan approved by the Shareholders in General Meetingshareholders in general meeting, grant share purchase options to the Company’s officers, directors or employees, or to individuals who rendered services to the Company or to any company under its control, with the exclusion of shareholders’ pre-emptive rights over the grant of such share purchase options or the subscription of the corresponding shares;

(k)     call General Shareholders’ Meetings;general shareholders’ meetings;

(l)       submit to the Shareholders in General Meetingshareholders in general meeting any proposed amendment to these Bylaws;

(m)     issue its opinion on the Executive Boardexecutive board’s management report and accounts, and authorize the distribution of interim dividends;

(n)     attribute to the Company’s directors and officers their share in the profits shown on the Company’s balance sheets, including interim balance sheets, subject always to the limits and other provisions under the law and these Bylaws;

(o)     authorize any change in the Company’s accounting or report presentation policies, unless such change is required by the generally accepted accounting principles in the jurisdictions in which the Company operates;

(p)     appoint and dismiss the Company’s independent auditors;

(q)     approve the issue of shares or subscription bonuses up to the limit of the Company’s authorized capital, determining the issue price, the manner of subscription and payment and other terms and conditions for the issuance, and determining also if preemptive rights over the shares to be issued shall be granted to shareholders in the case provided for in the Article 67  of these Bylaws;

(r)       approve the issuance of debentures of any species and characteristics and with any guarantees, provided that,  in the case of  debentures convertible into shares, the limit  authorized  for the issuance of common shares,  provided for in  Article 6 hereof, is complied with; 

(s)      approve the Company’s acquisition of its own shares, to be held in treasury or for cancellation;

(t)       approve business transactions and contracts of any kind between the Company and its shareholders, directors and/or officers, or between the Company and the direct or indirect controlling shareholders of the Company’s shareholders, except if provided in the annual budget or business plan then in effect;

(u)     authorize, in advance: (i) the execution by the Company of any contract, including, for the purposes of illustration, contracts for the acquisition of assets or interests in other companies; or (ii) the grant, by the Company, of loans, financing or real or personal security in favor of its controlled companies (with the exception of special purpose companies in which the Company holds 90% or more of the total and voting capital) or third parties, provided always, in the cases contemplated in items (i) and (ii) above, that the contracts involve transactions with a term greater than 48 (forty-eight) months (with the exception of contracts with public utilities providers and other contracts which have uniform terms and conditions, which shall not be subject to prior approval by the Boardboard  of Directorsdirectors) or an amount greater than R$15,000,000.00 or 1.5% of the Company’s total consolidated assets (the “Reference Value”);

(v)     authorize the acquisition, alienation, transfer, assignment, encumbrance or other form of disposal, including contribution to the capital of another company, for any reason, of a substantial part of the Company’s non-current assets, non-current assets being understood to be the set of assets on which the Company’s business is based, in amounts greater than the Reference Value (as defined in item (su) above), when such transactions are not provided for in the annual budget;

(w)   approve, in advance, any application by the Company for a decree of bankruptcy or judicial or extrajudicial recovery;

(x)     establishdetermine  the list of three qualified institutionscompanies specialized in economical valuation, to be submitted to the General Shareholders Meetinggeneral shareholders meeting for the purposes of Article 9, (b) of these Bylaws, with respect tofor  the preparation of the appraisal report of the Company’s shares for purposes of exiting the Novo Mercadopublic offer of shares, cancellation of registration as a publicly-held company registration or, exiting the Novo Mercado  or mandatory public tender offer, in the cases provided under these By-lawsBylaws; and

(y)     issue its opinion in advance, making it public and observing the rules laid out in Article 6461  hereof, on the terms of any public tender offer that having as purpose the acquisition of shares of the Company, whether such an offer is made pursuant to law or regulation in force, or in accordance with Article 5956  hereof.

SECTION IV.III. - EXECUTIVE BOARD (DIRETORIA) 

Article 23. The Executive Boardexecutive board is the corporate body that represents the Company, and is responsible for performing all acts of management related to the Company’s business.

Article 24. The Executive Boardexecutive board is not a collegiate body, but it may meet whenever necessary to deal with operational and strategic matters, at the discretion of the Chief Executive Officerchief executive officer, who shall also chair the meeting.

Sole Paragraph. The quorum for meetings of the Executive Boardexecutive board is a majority of the Company’s officers.

Article 25. In the event of a vacancy on the Executive Boardexecutive board, or incapacity of an officer, the Boardboard  of Directorsdirectors  shall elect a new officer or appoint a substitute from among the remaining officers, and in both cases shall fix the term of office and remuneration of the new officer or substitute.

Article 26. The Executive Boardexecutive board is composed of at least two (2) and no more than eight (8) officers, all resident in Brazil, who may but need not be shareholders.  The officers shall be elected by the Boardboard  of Directorsdirectors  for a term of three (3) years, re-electing being permitted, and may be removed by it at any time.

Article 27. The officers of the Company shall be appointed as Chief Executive Officer (Diretor Presidente), Chief Financial Officer (Diretor Financeiro), Investor Relations Officer (Diretor de Relações com Investidores), Superintendent Officer of Construction (Diretor Superintendente de Construção), Superintendent Officer of Incorporation (Diretor Superintendente de Incorporação), Institutional Relations Officer (Diretor de Relações Institucionais), and Sales and Marketing Officer (Diretor de Vendas e Marketing) and the remaining officers shall have no specific designationchief executive officer (diretor presidente), investor relations officer (diretor de relações com investidores), chief executive financial officer (diretor executivo financeiro), chief executive of Gafisa (director executive de Gafisa) and the remaining chief executive operational officers (diretores executivos operacionais). Accumulation of functions is allowed.

Article 28. The duties of the Chief Executive Officerchief executive officer are:

(a)      to submit for approval by the Boardboard  of Directorsdirectors  the annual and/or five-year work plans and budgets, investment plans and new programs to expand the Company and companies controlled by Company, causing the plans, budgets and programs to be carried out on the approved terms;

(b)     to submit to the Boardboard  of Directorsdirectors, after the opinion of the Audit Committee and Fiscal Councilfiscal council, the latter when installed, the management report and financial statements of the Company, being responsible for their content;

(c)      to formulate the Company’s operating strategies and directives based on the general orientation provided by the Boardboard  of Directorsdirectors; 

(d)     to establish the criteria for executing the resolutions adopted at the General Shareholders’ Meetingsgeneral shareholders’ meetings and meetings of the Boardboard  of Directorsdirectors, with the participation of the other officers;

(e)      to coordinate and supervise the work of the Executive Boardexecutive board, and to call and chair its meetings;

(f)      to develop, together with the Nominating and Corporate Governance Committee, the succession plans referred to in Article 44,41,  item (d) below;

(g)     attend meetings of the Boardboard  of Directorsdirectors  and the General Meetinggeneral meeting, as provided in these Bylaws and the applicable law;

(h)     to represent the Company towards shareholders,  investors, customers, media, society  and towards legal, business and government agencies, protecting  the  interests  of the organization as well as its  image;  and

(i)       to supervise all the Company’s activities, and also other powers conferred upon it by the Boardboard  of Directorsdirectors. 

Article 29. In addition to such other functions as may be assigned by the Board of Directors, the Investor Relations Officerboard of directors, the investor relations officer is responsible for providing information to investors, the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM)CVM  and the São Paulo Stock Exchange (BM&FBovespa), and for maintaining the Company’s registration, forms, records and other documents, up to date, in accordance with the regulations issued by the CVM and other regulatory or self-regulating agencies.

Article 30. The duties of the Chief Financial Officerchief executive financial officer are:

(a)      to be responsible for the Company’s budget control and management, monitoring indicators and analyzing reports to consolidate the budget, aiming to reach budget goals and to provide key managerial information;

(b)     to submit to the Boardboard  of Directorsdirectors, after the opinion of the Audit Committee and Fiscal Councilfiscal council, the latter when installed, the management report and financial statements of the Company, being responsible for their content;

(c)      to ensure that the Controller’s department, including the control of management and of costs, provides indicators for decision-making, detecting elements that may influence the Company’s results;

(d)  to ensure the efficiency of payment and receipt operations, as well as of the credit analysis and lending, through the definition of guidelines and policies, aiming to reduce events of default and to ensure Company’s financial health;

(d)     (e) to be responsible for the control of cash flow and investments aiming to maximize the financial result, within risk levels previously established by the Company; (f) to perform investments feasibility studies related to new business, mergers and acquisitions in order to give support for decision-making;

(e)      (f) to ensure the efficient control of the bank loans operations of the customers (bank transfer) in the shortest time possibledeadline established, and be responsible for paying taxes and procedures supervision;

(f)      (g) to perform investments feasibility studies related to new business, mergers and acquisitions in order to give support for decision-making;

(h)   to ensure the due application of the tax law and assessment of corporate income tax and its ancillary obligations, defining tax rules and proceedings, aiming to exempt the Company from tax risks;

(g)     (i) to ensure proper management of the Company’s financial resources, as well as the relation between assets and liabilities through risk analysis of changes in the cost of liabilities in order to ensure the financial health of the Company;

(h)     (j) to define strategies and guidelines for the Company, through annual planning of actions and and elaboration of budget, together with other officers, aiming the goals established by the Company;

(i)       to participate in the Executive Boardexecutive board meetings (Article 24), in order to take decisions and define strategies jointly with the other officers, aiming at the Company’s development and success; and

(j)       (k) to represent the Company towards shareholders,  investors, customers, media, corporations, the society and towards legal, corporate and governmental bodies, protecting  the  interests  of the organization as well as its image;. 

Article 31. The duties of the Superintendent Officer of Constructionchief executive of Gafisa are:

(a)   ensure proper monitoring of construction, with regard to cost, schedule, quality of works by the Company or by third parties, promoting their implementation as approved in prior planning;

(b)   to provide guidelines and to monitor the budget aiming at the feasibility of new ventures, for subsequent approval of the executive or advisory committees of the Board of Directors, that may be constituted for this purpose;

(c)   ensure proper management of relationships with suppliers of the Company and approve their hiring;

(d)  ensure proper management of the environment and safety of the construction of its works or third parties works;

(e)   ensure proper delivery of the enterprises to customers, assuming responsibility for the delivery of all relevant legal documentation, within the guidelines established by the Company;

(f)   to comprise the accompaniment of short, medium and long term strategies and business plans of all construction areas, aiming to maximize the profitability and the financial results of such unit; 

(g)   to define, to areas of the Company responsible for enterprise construction, short, medium and long term guidelines for strategic planning, having them transmitted to the other officers to cause their implementation, aiming to ensure financial and market results defined by the Board of Directors;

(h)   to approve and to ensure the compliance with the Company’s budget, destined to the construction area, monitoring reports periodically, with a view to keep its control, to perform analysis and to propose actions, aiming to reach the goals established for each region; 

(i)    to ensure the due management of the Company’s funds regarding the acquisition or disposal of fixed assets required for building, also being responsible for managing the control and maintenance of these assets;

(j)    to ensure the efficient control of the bank loans operations of the customers (bank transfer) in the shortest time possible, and be responsible for paying taxes and obtaining all necessary documentation to support the transfer;

(k)   set guidelines for the approval of new partners in the construction area, and be responsible for monitoring the cost, time and quality of services provided by these partners, as well as for the environmental management of the partner and for obtaining all relevant documentation to be presented; and

(l)    to represent the Company before clients, media, the society and legal, corporate and governmental bodies, protecting Company’s interests and watching over its image.

Article 32. The duties of the Superintendent Officer of Incorporation are:

(a)      to submit the acquisition of land and/or participation in projects to approval, by the executive or advisory committees of the Board of Directors, that may be constituted for this purpose;

(b)     to submit feasibility studies and parameters for launching projects to approval by the executive or advisory committees of the Board of Directors, that may be constituted for this purpose;

(c)      ensure proper observation and enforcement of legislation and environmental requirements in land acquisition, purchase of participation stakes or launching of enterprises; 

(d)  to comprise the management of incorporations through the definition and the accompaniment of short, medium and long term strategies and business plans of all unit areas aiming to maximize the Company’s profitability and financial resultsventures; 

(d)     (e) to define guidelines for new partnerships or corporations to enable new enterprises, observing the policies and strategies previously established by the Company;

(e)      (f) to ensure the proper delivery of enterprisesventures  to customers, assuming responsibility for the delivery of all relevant legal documentation, within the guidelines established by the Company;

(f)      (g) to define, to areas of the Company responsible for enterprisesventures  incorporation, short, medium and long term guidelines for strategic planning, having them transmitted to the other officers to cause their implementation, aiming to ensure financial and market results defined by the Board of Directorsboard of directors; 

(g)     to define, to areas of the Company responsible for enterprise construction, short, medium and long term guidelines for strategic planning, having them transmitted to the other officers to cause their implementation, aiming to ensure financial and market results defined by the board of directors; 

(h)     to ensure the due management of the Company’s funds regarding the acquisition or disposal of fixed assets required for building, also being responsible for managing the control and maintenance of these assets;

(i)       set guidelines for the approval of new partners in the construction area, and be responsible for monitoring the cost, time and quality of services provided by these partners, as well as for the environmental management of the partner and for obtaining all relevant documentation to be presented; 

(j)       (h) to approve and to ensure the compliance with the Company’s budget, monitoring reports periodically, with a viewin order to keep its control, to perform analysis and to propose actions, aiming to reach the goals established for each region;

(k)     (i) to place the Company in the market through the development and maintenance of its image and products in order to keep its visibility before current and potential clients;

(l)       (j) to accompany the development of new products as well as to monitor national and foreign markets, specially competing companies, aiming to keep Company’s competitiveness;

(m)   (k) to monitor and guide the real estate legal advice, and be responsible for producing and obtaining all licenses, certificates and other documentation required according to the location of the product, in order to facilitate the release and incorporation, always within the time stipulated in advance;

(n)     (l) monitor the actions and results of marketing and sales together with the Sales and Marketing Officer, monitoring performance indicators, actions of communication and of institutional and products marketing as well as identifying new business opportunities;

(o)     (m)  to define, along with the Sales and Marketing Officer, pricing, terms of sales and trade agreements, ensuring the implementation of trade policy of the Company, aiming for profit maximization, and achievement of sales targets, taking responsibility for the approval of sales that are not at odds with the prices and conditions established for each unit; and

(n)   to represent the Company before clients, press, the society and legal, corporate and governmental bodies, protecting Company’s interests and watching over its image.

Article 33. The duties of the Institutional Relations Officer are:

(a)   to keep contact with all public agencies and professional associations, giving support to land regularization proceedings;

(b)   to give support to the search of new incorporation partners;

(c)   to support the search for new contacts for construction by third parties to be executed by the Company;

(d)  to be responsible for the Company’s policy and strategy on public and governmental relations, including relations with authorities, governmental agencies, press, institutions and the community;

(e)   to monitor and guide the real estate legal advice, and be responsible for producing and obtaining all licenses, certificates and other documentation required according to the location of the product, in order to facilitate the release and incorporation, always within the time stipulated in advance;

(f)   to coordinate events, to promote and participate in communitarian programs and to perform duties in order to contribute to the Company’s image; and

(g)   to represent the Company towards customers, media, the society and legal, business and government bodies, protecting the interests of the organization and watching over its image.

Article 34. The duties of the Sales and Marketing Officer are:

(a)   to plan, develop and coordinate sales activities, aiming at the Company's growth in the market and the fulfillment of plans and sales goals established for products and brands in the various distribution channels;

(b)   to coordinate its own and outsourced sales team to maintain the best possible distribution of goods throughout the country and aiming to achieve sales targets;

(c)   to define, along with the Superintendent Officer of Incorporation, prices, terms of sales and trade agreements, taking responsibility for ensuring the implementation of trade policy of the Company, to maximize profits and meet sales goals;

(d)  to monitor the process of sales of the remaining units through control of third parties in order to decrease the amount of remaining units, therefore focusing on new releases;

(p)     (e) to ensure the relationship and negotiations with customers through its own channels, outsourced (real estate brokers) and/or special channels, involving visits, frequent contact and availability of budgets, to ensure customer satisfaction on the products and services offered;

(f)   to analyze the market relatively to its segment and the Company’s potential for sales of products and services for the domestic market, aiming to plan and propose marketing goals;

(g)   to monitor and analyze the actions of competitors, embracing technical, strategic and price aspects, aiming to ensure the Company’s position in the market in the short, medium and long term;

(h)   to monitor the actions and results of sales and marketing by monitoring the performance indicators, actions, communication actions and institutional marketing and products, as well as identifying new business opportunities;

(i)    to develop communication strategies, advertising and sales of new releases, of the remaining units and of the Company’s brand, aiming to its use in the most efficient manner;

(j)    to ensure the brand positioning of the Company with its respective target audience, within the guidelines established by the Company;

(k)   to manage the correct application of the brand in the various materials used by the Company in order to standardize it and ensure its correct exposure, aiming to increase consumer awareness;

(l)    to define the guidelines for the customer relationship area and the correct monitoring of the results of such area;

(m)  to ensure the proper relationship of the areas of the Company with customers, taking responsibility for the fulfillment, by each of them, of the corresponding service level agreements;

(n)   to ensure proper delivery of enterprises to customers, assuming responsibility for the delivery of all relevant legal documentation, within the guidelines established by the Company; and

(q)     to ensure the efficient control of the bank loans operations of the customers (bank transfer) in the deadline established, and be responsible for paying taxes and obtaining all documentation required for the bank transfer; and

(r)       to represent the Company towards shareholders, investors, customers, media, corporations, the society and towards legal, corporate and governmental bodies, protecting the interests of the organization as well as its image.

Article 32. The duties of chief executive operational officers are, in addition to such other functions as may be assigned by the board of directors:

(a)      to promote the development of Company’s activities, pursuant to its corporate purpose;

(b)     to coordinate the Company’s and its subsidiaries’ activities;

(c)      to promote the budget management of areas of the Company under its supervision, including the management and cost control;

(d)     to coordinate the performance of its area and specific liabilities with those of the other officers; and

(e)      (o) to represent the Company towards customers, media, the society and legal, business and government bodies, protecting the interests of the organization and watching over its image.

Article 35.  The other officers without specific designation shall have the functions attributed to them by the Board of Directors.Article 36.33.  The Company shall be represented, and shall only be considered to be validly bound, by the act or signature of:

(a)    any two officers;

(b)   any officer acting jointly with an attorney-in-fact with specific powers; or

(c)    two attorneys-in-fact with specific powers.

§1. The Company shall be represented in accordance with the immediately preceding provisions of this Article 3633  in the incorporation of, or acquisition of interests in, special purpose companies (SPCs) and/or consortiums which have as their corporate purpose the planning, promotion, development, income generation and sale of real estate projects.

§2. The Company may be represented by a single officer, without the formalities provided for in this Article 36,33,  for the purposes of receiving service of process or notice and giving testimony on behalf of the Company.

§3. Powers of attorney shall always be granted or revoked by any two officers, who shall establish the powers of the attorney-in-fact. Except in the case of powers of attorney granted to represent the Company in legal proceedings, powers of attorney shall not have a term of more than two (2) years.

SECTION IV.IV. - ADVISORY COMMITTEES

Article 37.34.  The Boardboard  of Directorsdirectors  shall have, as  advisory bodies, an  Audit  Committee, a  Compensation Committee and  a  Nominating  and  Corporate Governance Committee, which shall, within  their  competence, provide  subsidies  to the decisions  of the Boardboard  of Directorsdirectors  and,  if  the latter so determine, assist  the  Executive Boardexecutive board in  implementing  internal policies approved by the Boardboard  of  Directorsdirectors. 

Sole Paragraphparagraph.  The Boardboard  of Directorsdirectors  may determine the creation of other advisory committees, defining its composition and specific powers.

Article 38.35.  The Advisory Committees shall meet regularly, deciding by a simple majority of its members.

§1. The meetings of the Advisory Committees may be held jointly amongst committees, or with the Boardboard  of Directorsdirectors, should it be deemed necessary given the nature of matter.

§2. Each Advisory Committee will have, among its members, a chairman who will manage the tasks of the Committee, organizing the agenda of its meetings, overseeing the drafting of the correspondent minutes, informing the Boardboard  of Directorsdirectors  about the Committee's work and acting along with the Executive Boardexecutive board in the necessary assistance to the implementation of internal policies within the scope of its duties.

§3. Resolutions and statements of each Advisory Committee shall be drawn up in books to be open and kept by the Company at its headquarters.

§4. In performing their duties, the Advisory Committees shall have full access to the information they need and shall have the appropriate administrative structure and resources to hire independent advise, at its discretion and under conditions, including those of remuneration, that may be hired directly by the members of the Advisory Committees.

§5. Whenever necessary, the members of the Executive Boardexecutive board or of the Boardboard  of Directorsdirectors  can be invited to participate in the meetings of the Advisory Committees.

Audit Committee

Article 39.36.  The Audit Committee is composed of at least 3 (three) members, all of whom shall be Independent Members.

§1. In any case, members of the Audit Committee shall meet the requirements set forth in §2 of Article 18 hereof, as well as the other requirements of independence and experience in matters relating to accounting, auditing, finance, taxation and internal controls required by the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”), and at least one of the members shall have vast experience in accounting and financial management.

§2. The members of the Audit Committee shall be appointed by the Nominating and Corporate Governance Committee and elected by the Boardboard  of Directorsdirectors  for a term of two years, with reelection being allowed.

Article 40.37.  It is incumbent on the Audit Committee, amongst other functions that may be assigned to it by Boardboard  of Directorsdirectors  or that are required by SEC and NYSE rules, always reporting to the Boardboard  of Directorsdirectors  in the exercise of its functions, to:

(a)      recommend the independent auditors to the preparation or publication of audit opinion or other services related to audit, review and certification, approving their remuneration and scope of contracted services;

(b)     supervise the work of independent auditors;

(c)      review and approve the scope(s) of the annual(s) audit plan(s) of independent auditors;

(d)     evaluate the qualifications, performance and independence of auditors;

(e)      establish guidelines for the hiring, by the Company, of employees or former employees of a company that has provided audit services to the Company;

(f)      at least once a year, evaluate performance, responsibilities, budget and staffing of the internal audit function of the Company, as well as reviewing the internal audit plan (including reviewing the responsibilities, budget and staff of internal audit function of the Company together with its independent auditors);

(g)     review and discuss with Company management and independent auditors, in separate or joint meetings, the annual audited financial statements;

(h)     review, together with management, the Company’s general policies on disclosure of results as well as on guidance on the financial information and earnings provided to analysts and credit risk rating agencies, including, in each case, the type of information to be disclosed and the type of presentation to be made, with special attention to usage of financial information not provided for in generally accepted accounting principles;

(i)       review, periodically, together with the Company's management and independent auditors, in separate or joint meetings: (i) any reviews or other written communications prepared by management and/or by independent auditors, containing relevant questions on the disclosure of financial information or understandings adopted in the preparation of financial statements; (ii) the critical accounting policies and practices of the Company; (iii) transactions with related parties, as well as the operations and structures not reflected in financial statements; (iv) any relevant issues regarding accounting principles and presentation of financial statements, including any significant changes in the choice or application of accounting principles by the Company, and (v) the effect of initiatives or acts, applicable to the Company, by authorities of an administrative nature or in charge of accounting rules;

(j)       review, together with the Chief Executive Officerchief executive officer and the Chief Financial Officerchief executive financial officer, the Company’s procedures and controls of disclosure, as well as internal controls related to the financial reports, including the statement of any significant deficiencies and relevant flaws in the design or operation of internal controls related to the financial reports, which are reasonably likely to affect the Company's ability to record, process, summarize and report financial information, as well as any fraud involving members of management or other employees who have significant role in the internal control related to the financial reports;

(k)     consider and discuss with the independent auditors any audit problems or difficulties, as well as management's response to those, such as: (i) restrictions to the scope of independent auditors activities, or to the access to required information; (ii) accounting adjustments that were not subject to reservation notice or proposal by the auditor, but that have been analyzed for its relevance or other reason; (iii) communications between the audit team and the auditing firm’s national office in respect to auditing or accounting issues raised by contracting, and (iv) any opinion to the management or letter on internal controls issued by the auditor, or intended to be issued by the auditor;

(l)       settle any disagreements between management and any independent auditors, in relation to the Company's financial reports;

(m)     review the Company’s policies and practices for purpose of risk assessment and risk management, including through discussion with management of the major financial risks to which the Company is exposed, and the measures implemented to monitor and control such exposures;

(n)     assist the Boardboard of directors in carrying out oversight functions of the Executive Boardexecutive board; 

(o)     review the Company's Code of Ethics and Conduct, as well as the procedures adopted for monitoring the conformity with it, including procedures for receiving, preserving and treating complaints received by the Company regarding accounting matters, auditing or internal accounting controls as well as procedures for submission, by employees of the Company, on an anonymous and confidential basis, of issues of concern regarding questionable accounting or auditing matters;

(p)     review annually the conformity with applicable law and Code of Ethics and Conduct, including through a review of any reports prepared by lawyers representing the Company, addressing the relevant law violation or breach of fiduciary duty;

(q)     analyze possible conflicts of interest involving members of the Boardboard  of Directorsdirectors, as well as provide opinion on whether any such Directorsdirectors  should vote in any matter that may give rise to conflict of interests or not, and

(r)       analyze any complaints regarding accounting, auditing and internal accounting controls matters received in accordance with the procedures above.

Compensation Committee

Article 41.38.  The Compensation Committee is composed of at least 3 (three) members, all of whom shall be Independent Members.

§1. At least one of the members shall have previous experience with management of human resources, and with the development of functions related to the establishment of compensation policies, corporate goals and with personnel recruitment and retention.

§2. The Compensation Committee members shall be appointed by the Nominating and Corporate Governance Committee and elected by the Board of Directors for a term of two years, with reelection being allowed.

Article 42.39.  It is incumbent upon the Compensation Committee, amongst other functions that may be assigned to it by Boardboard  of Directorsdirectors, to:

(a)      propose to the Boardboard  of Directorsdirectors, and annually review, the parameters and guidelines and the consequent policy of compensation and other benefits to be granted to the Company's officers, members of the Advisory Committees and other advisory bodies of the Boardboard  of Directorsdirectors, as well as to senior employees of the Company and its controlled companies.; 

(b)     annually propose to the Boardboard  of Directorsdirectors  the compensation of the Company's officers, to be submitted to the General Meetinggeneral meeting of shareholders; 

(c)      propose to the Boardboard  of Directorsdirectors  the orientation of votes to be cast as provided in Article 22, item (i);

(d)     recommend, to the for approval ofby  the Boardboard  of Directorsdirectors, the allocation of the overall amount of the compensation amount determinedfixed  by the General Meeting,shareholders’ general meeting, of the monthly fees offor  each member of  the members of the management, the Advisory Committees,  and other advisory bodies of the Company; 

(e)      review and recommend, to the approval of the Boardboard  of Directorsdirectors, in regard to each officer of the Company, its: (i) annual salary level; (ii) annual compensation incentive and long term compensation incentive; (iii) conditions applicable for its hiring, resignation and change of position; and (iv) any other type of compensation, indemnification and benefits;

(f)      recommend, to the approval of the Boardboard  of Directorsdirectors, the prior approval of implementation, change in conditions or granting made in accordance with the long-term compensation incentive plan of the officers and employees, including the granting of stock options to officers and employees or persons providing services to the Company and to companies controlled by the Company;

(g)     recommend, to the approval of the Boardboard  of Directorsdirectors, the allocation, to the Company's officers, of their profit-sharing compensation, as based in the earnings stated in the  balance sheets drafted by the Company, including interim balance sheets, respecting the limitations and provisions provided by law and in these By-lawsBylaws; and

(h)     review, and submit to the Boardboard  of Directorsdirectors, the goals and aims related to the officers and senior employees compensation plan, monitoring its implementation and performing the evaluation of performance of such officers and senior employees in the face of such goals and aims.

Nominating and Corporate Governance Committee

Article 43.40.  The Nominating and Corporate Governance Committee is composed of at least 3 (three) members, all of whom shall be Independent Members.

Sole Paragraphparagraph.  The Nominating and Corporate Governance Committee members shall be elected by the Boardboard  of Directorsdirectors  for a term of two years, with reelection being allowed.

Article 44.41.  It is incumbent upon the Nominating and Corporate Governance Committee, amongst other functions that may be assigned to it by Boardboard  of Directorsdirectors, to:

(a)      identify suitable persons to become members of the Boardboard  of Directorsdirectors  and of the Executive Boardexecutive board, and recommend such candidates to the Boardboard  of Directorsdirectors, subject to the laws, regulations and these By-lawsBylaws, regarding the requirements and impediments to elect directors and officers;

(b)     identify suitable people for other senior executive offices of the Company and companies controlled by the Company, indicating them to the Boardboard  of Directorsdirectors; 

(c)      recommend the nomination of members to the other Advisory Committeesadvisory committees and any other committee established by the Boardboard  of Directorsdirectors; 

(d)     develop, together with the Chief Executive Officerchief executive officer, succession plans to ensure that positions in the management are always occupied by trained and suitable people, familiar with the activities of the Company and of its controlled companies, and people able to implement their business plans, long-term goals and ensure continuity of the Company;

(e)      develop, review, and recommend to the Boardboard  of Directorsdirectors, the wording of the Manual for Disclosure and Use of Information and of the Policy on Trading of Securities Issued by the Company (Manual de Divulgação e Uso de Informações e Política de Negociação de Valores Mobiliários de Emissão da Companhia), as well as other internal policies on corporate governance that come to be necessary;

(f)      periodically review the responsibilities of all Advisory Committeesadvisory committees and other committees established by the Boardboard  of Directorsdirectors, and recommend any proposal for changes thereto to the Boardboard  of Directors,directors; 

(g)     continuously monitor and ensure compliance with the Company’s guidelines and principles of corporate governance, proposing improvements and changes;

(h)     prepare an annual report on the performance of its functions, evaluating the performance of members of the Boardboard  of Directorsdirectors  and the Executive Boardexecutive board, the compliance with the Company’s corporate governance guidelines and other matters that the Nominating and Corporate Governance Committee considers appropriate, as well as giving recommendations as to the number of members, composition and functioning of the Company’s bodies; and

(i)       propose actions related to sustainability and corporate social responsibility, as well as to develop strategies that maintain or add value to the Company's institutional image.

CHAPTER V

FISCAL COUNCIL (CONSELHO FISCAL) 

Article 45.42.  The Fiscal Councilfiscal council shall not be permanent, being installed at the request of shareholders and shall have the powers, duties and responsibilities established by law. The Fiscal Councilfiscal council shall cease functioning at the first General Shareholders’ Meetinggeneral shareholders’ meeting following its formation, and its members may be re-elected.

Article 46.43.  The Fiscal Councilfiscal council is composed of at least three (3) and up to five (5) effective members, with an equal number of alternates, all elected by the Shareholders in General Meetingshareholders in general meeting. 

§1. The remuneration of the members of the Fiscal Councilfiscal council shall be fixed at the General Shareholders’ Meetinggeneral shareholders’ meeting at which they are elected.

§2. The investiture of the members of the Fiscal Councilfiscal council members is conditional upon their execution of the Statement of Consent from Fiscal Council Members (Termo de Anuência dos Membros do Conselho Fiscal) provided for under the Novo Mercado Listing Rules.   

Article 47.44.  The Fiscal Councilfiscal council shall meet whenever necessary, at the call of any of its members, and its resolutions shall be recorded in minutes.

CHAPTER VI

FISCAL YEAR, BALANCE SHEET AND RESULTS

Article 48.45.  The fiscal year shall begin on January 1st and end on December 31st of each year. At the end of each fiscal year and each calendar quarter, the financial statements provided for by law shall be prepared.

Article 49.46.  The Company, by resolution of the Boardboard  of Directorsdirectors, may draw up half-yearly, quarterly or monthly balance sheets, and declare dividends on account of the profits shown on such balance sheets. The Company, by resolution of the Boardboard  of Directorsdirectors, may also declare interim dividends on account of accumulated profits or profit reserves shown on the last annual or half-yearly balance sheet.

§1. The Company may pay interest on its own capital, to be credited to annual or interim dividends.

§2. The dividends and interest on its own capital distributed under the terms of this Article 4946  shall be attributed to the mandatory dividend.

Article 50.47.  Prior to any distribution, any accumulated losses and provision for income tax shall be deducted from the profits for the year.

§1. From the amount calculated in accordance with this Article, the profit shares of the members of the Company’s management shall be calculated, subject to the legal maximum, to be distributed according to the rules established by the Boardboard  of Directorsdirectors. 

§2. After the deduction referred to in the preceding paragraph, the following allocations shall be made from the net profits for the year:

(a)    5% (five percent) to the legal reserve, until the legal reserve is equal to 20% (twenty percent) of the paid-up capital or attains the limit established in Article 193, §1 of Corporation Law  6404/76; 

(b)   from the remaining net profits for the year, after the deduction referred to in item (a) of this Article 5047  and the adjustment provided for in Article 202 of Corporation Law  6404/76,,  25% (twenty-five percent) shall be allocated to payment of the mandatory dividend to all shareholders; and

(c)    an amount not greater than 71.25% (seventy-one and twenty-five one-hundredths percent) of the net profits shall be allocated to the creation of an Investment Reserve, for the purpose of financing the expansion of Company’s and of its controlled companies’ business, through subscribing for capital increases, creating new projects or participating in consortiums or other types of association, among other means of achieving the Company’s corporate purpose.

§3. The reserve established in item (c) of §2 of this Article 5047  may not exceed 80% (eighty percent) of the Company’s capital. Should the reserve reach such limit, the Shareholders in General Meetingshareholders in general meeting decide on the allocation of the excess, either distributing it to the shareholders or using it to increase the capital of the Company.

§4. After the distribution provided for in the previous paragraphs, the Shareholders in General Meetingshareholders in general meeting shall determine the allocation of the remaining balance of the net profits for the year, after hearing the Boardboard  of Directorsdirectors  and subject to applicable law.

CHAPTER VII

CONTROL AND ABSENCE OF CONTROL

Article 51.48.  Any disposalDisposal  of controlControl  of the Company, in either a single transaction or a series of transactions, shall be contracted subject to a condition, either precedent or subsequent, under which the acquirerAcquirer  of controlControl  undertakes to make a public tender offer for the shares of the remaining shareholders in accordance with applicable law and the Novo Mercado Listing Rules and on terms that ensure equal treatment with the disposing shareholderDisposing Controlling Shareholder. 

Article 52.49.  The public tender offer referred to in Article 5148  shall also be made:

(a)    in the event of an assignment for value of rights to subscribe for shares or other securities or rights convertible into shares, which assignment results in a Disposal of Control of the Company; andor 

(b)   in the event of athe  disposal of control of a company that holds Control of the Company, in which case the Disposing Controlling Shareholder shall be obligated to declare to BM&FBovespa the value attributed to the Company in the disposal and to submit documentation to prove the declared value.

Article 53.50.  Any person which holds shares in the Company and subsequently acquires Control by reason of a private purchase and sale agreement made with the Controlling Shareholder involving any number of shares is required to:

(a)    make the public tender offer referred to in Article 5148; 

(b)   compensate shareholders which have purchased shares on the stock exchange in the six (6) months preceding the Disposal of Control, by payingpay, as set forth herein, the amount equivalent to the difference between the price paid to the Disposing Controlling Shareholderon the public tender offer and the priceamount  paid onby share eventually acquired in the stock exchange for shares in the Company during the saida  six-month period prior to the acquisition of Control, duly adjusted for inflation, and for that means duly observing the procedures stated in the Novo Mercado Listing Rules until date of payment. Said amount shall be distributed amongst all people who sold Company’s shares on the trading days the Acquirer of Control carried out the acquitions, in the proportion of daily net selling balance for each of them, and BM&FBovespa shall be responsible for operating the distribution, according to its regulations; and

(c)    take such action as may be necessary to restore the free float of the Company’s shares toMinimum Free Float of the Company’s Shares within the six (6) months following the acquisition of Control. For the purposes of this item, “Minimum Free Float of the Company’s Shares” means the Shares of the Company under negotiation, necessary for the Company to be admitted in the Novo Mercado, a percentage that shall be kept during the whole period that Company’s securities are registered for trading in Novo Mercado, which should be at least 25% (twenty-five percent) of the total outstanding shares inof  the Company,  within the six (6) months following the acquisition of Control. 

Article 54.51.  The Company shall not record (i) any transfer of shares to the Purchaser of Control, or to any other person(s) which acquire Control until such time as they have executed the Statement of Consent from Controlling Shareholders (Termo de Anuência dos Controladores)  referred to in the Novo Mercado Rules; or (ii) any Shareholders’ Agreementin its headquarters, no shareholders’ agreement that provides for the exercise of Control unless, until the signatories to the agreement have executed the Statement of Consent from Controlling Shareholders.

Article 55.  In case there is no Controlling Shareholder:52.  In the event of cancellation of the Company’s registration as a publicly-held company or its exit from the Novo Mercado, due to listing of the Company’s shares for trading off the Novo Mercado or in virtue of a corporate reorganization in which the resulting company’s securities are not admitted for trading on the Novo Mercado within the term of one hundred and twenty (120) days counted from the general meeting which approves the reorganization, the public tender offer to be made by the Controlling Shareholder, or the Company, or by the shareholders referred to in Article 53 (b), itens “i” and “ii”, as applicable, shall do a public tender offer for the acquisition of shares of the remaining shareholders, offering at least the Economic Value determined in the appraisal report drafted in accordance to Article 9, item (b), and in observance of applicable law and regulations.

Article 53. In case there is no Controlling Shareholder:

(a)    whenever the Shareholders in General Meetingshareholders in general meeting approve cancellation of the Company’s registration as a publicly-held company, the public tender offer shall be made by the Company itself, by the minimum price correspondent to the Economic Value determined in the appraisal report drafted in accordance to Article 9, item (b), and in observance of applicable law and regulations, provided, however, that the Company may acquire shares held by shareholders which voted in favor of cancellation of the Company’s registration at the General Meetinggeneral meeting at which the cancellation was approved only after it has acquired the shares held by the shareholders which did not vote in favor of cancellation and which accept the public tender offer; and

(b)  whenever the Shareholders in General Meeting approve the Company’s exit from the Novo Mercado, due to listing of the Company’s shares for trading off the Novo Mercado or to a corporate reorganization after which the resulting company’s securities are not admitted for trading on the Novo Mercado, the public tender offer shall be made by those to which such duty has been attributed by decision of said General Meeting, who shall be present in the General Meeting and therein expressly assume the obligation to make the tender offer.

(b)   Article 56. In the event of cancellation of the Company’s registration as a publicly-held company or its exit from the Novo Mercado, due to listing of the Company’s shares for trading off the Novo Mercado or toin case it is approved the Company’s exit from the Novo Mercado, due to listing of the Company’s shares for trading off the Novo Mercado or in virtue of a corporate reorganization in which the resulting company’s securities are not admitted for trading on the Novo Mercado within the term of one hundred and twenty (120) days counted from the General Meetinggeneral meeting which approves the reorganization, the public tender offer to be made by the Controlling Shareholder, or the Company, or by the shareholders referred to in Article 55, item (b), as applicable, shall have a minimum offer price which is equal to the economic value determined in the appraisal report referred to in Article 9, item (b) and in accordance with the Novo Mercado Listing Rules.Company’s exit from Novo Mercado shall be conditioned to the public tender offer in the same conditions as described in Article 52 above:

                                i.            Said shareholders’ general meeting shall determine the person(s) in charge of making the public offer for the acquisition of shares, which (who), present at the meeting, shall expressly assume the obligation to make the offer; 

                              ii.            In the event that the persons in charge of making the public offer for the acquisition of shares cannot be determined, in the case of the operation or corporate reorganization, in which the company resulting from such reorganization does not have its securities admitted to trading in the Novo Mercado, the shareholders which / who voted for the corporate reorganization shall make said offer.

Article 57.54.  In case the Company has no Controlling Shareholder and BM&FBovespa determines that the price of securities issued by the Company shall be quoted separately, or that trading in securities issued by the Company on the Novo Mercado shall be suspended by reason of non-compliance with obligations under the Novo Mercado Listing Rules, the Chairmanchairman  of the Boardboard  of Directorsdirectors  shall call, within the two (2) days following the determination (counting only the days on which the newspapers habitually used by the Company are issued), an Extraordinary General Shareholders’ Meetingextraordinary general shareholders’ meeting to replace the entire Boardboard  of Directorsdirectors. 

§1. In the event the Extraordinary General Shareholders’ Meetingextraordinary general shareholders’ meeting referred to in this Article 5754  is not called by the Chairmanchairman  of the Boardboard  of Directorsdirectors  within the two-day time period, the meeting may be called by any shareholder of the Company.

§2. The new Boardboard  of Directorsdirectors  elected at the Extraordinary General Shareholders’ Meetingextraordinary general shareholders’ meeting referred to in the preceding provisions of this Article 5754  shall cure the non-compliance with the obligations under the Novo Mercado Listing Rules in the shortest period of time possible or within the new time period granted by BM&FBovespa for this purpose, whichever is shorter.  

Article 58.55. The Company’s exit from the Novo Mercado due to the noncompliance with the liabilities contained in the Novo Mercado Rules is subject to the making of public offer for the acquisition of shares, at least, for the Economic Value of the shares, determined in the appraisal report drafted in accordance to Article 9, item (b), and in observance of applicable law and regulations

§1. The Controlling Shareholdershall make the public offer for the acquisition of shares provided for in the caput of this Article 55.

§2. In case the Company has no Controlling Shareholder, where the Company exits the Novo Mercado by the reason of non-compliance with obligations in the Novo Mercado Listing Rulesreferred to in caput  of this Article 55 resulting from:

(a)    a resolution adopted at a General Meetinggeneral meeting of Shareholdersshareholders, the public tender offer shall be made by the shareholders which voted in favor of the resolution that resulted in non-compliance; and

(b)   an act or event of management, a General MeetingManagement, the Management shall be calledcall a general meeting to decide on the manner of solving the non-compliance and on the possible exit of the Company from Novo Mercado. The provisions of Article 55, item (b), must be observed inIn  case the General Meetinggeneral meeting decides that the Company shall exit the Novo Mercado, the general meeting shall determine the person(s) in charge of making the public offer for the acquisition of shares as set forth in caput, which (who), present at the meeting, shall expressly assume the obligation to make the offer. 

CHAPTER VIII

PUBLIC TENDER OFFER FOR PURCHASE OF SHARES IN CASE OF OBTAINING A RELEVANT EQUITY STAKE

Article 59.56.  Any shareholder or Group of Shareholders (“AcquiringRelevant  Shareholder”) who comes to obtain: (a) a direct or indirect equity stake equal to or higher than 30% of the total shares issued by the Company; or (b) title to any other partners’ or equity rights, including by way of usufruct, that enables it to have voting rights pertaining to shares issued by the Company and which represent 30% or more of its corporate capital, shall (i) give immediate notice, by means of a statement to the Investors Relations Officerinvestors relations officer, in accordance with CVM Instruction No. 358/02, of such acquisition; and (ii) make a public tender offer for acquisition of the shares held by the remaining shareholders of the Company.

§1. The AcquiringRelevant  Shareholder shall, within the final deadline of 45 days counted from the date of the statement mentioned in Article 5956  above, promote the publication of a tender offer announcement for the acquisition of the totality of the shares issued by the Company and held by the other shareholders, in accordance with the provisions of Corporation Law  No. 6,404/76,,  the regulations enacted by CVM and stock exchanges in which the securities issued by the Company are traded, and with the rules established in these By-lawsBylaws. 

§2. The AcquiringRelevant  Shareholder shall comply with any requests or demands by the CVM within the terms established under the applicable regulation.

§3. The price to be offered for the shares issued by the Company subject to the tender offer (“Offer Price”) shall be equivalent, at least, to the economic valueEconomic Value, determined in accordance with an appraisal report made pursuant to the provisions of Article 9, item (c), and of Article 10.

§4. The tender offer must necessarily comply with the following principles and procedures, together with others, whether applicable, and as expressly established in Article 4 of CVM Instruction No. 361/02 or any other regulation that comes to replace it:

(a)   it shall be directed equally to all shareholders of the Company;

(b)   it shall be effected by an auction to be held on BM&FBovespa;

(c)   it shall be performed in a manner as to assure equal treatment to all recipients, allowing them to obtain adequate information about the Company and the offeror and providing them with the elements required for taking an informed and independent decision in regard of tendering their shares;

(d) it shall be immutable and irrevocable after the publication of the tender offer announcement, in accordance with CVM Instruction No. 361/02, except for what provided in Article 63,57,  §2;

(e)   it shall be launched at the price determined in accordance with the provisions of this Article 6256  and settled in cash, in national currency; and

(f)   it shall be instructed with the appraisal report of the Company referred to in §3 above.

Article 60.57.  The shareholders with title to at least 10% of the shares issued by the Company, excluding from such total the shares held by the AcquiringRelevant  Shareholder, may request to the management of the Company that a Special General Meetingspecial general meeting is called to decide on the performance of a new appraisal of the Company for means of reviewing the Offer Price, so that a report is drafted also in accordance with the appraisal report referred to in Article 59,56,  §4, item (f), and pursuant to the procedures provided under Article 4-A of Corporation Law No. 6,404/76 and subject to the provisions of the applicable regulations enacted by CVM and of this Chapter.

§1. In the Special General Meetingspecial general meeting referred to in Article 60,57,  all shareholders, except for the AcquiringRelevant  Shareholder, shall be entitled to vote.

§2. In case the Special General Meetingspecial general meeting referred to in this Article 6057  decides that a new appraisal shall be performed and such new report comes to establish a value higher than that initially applied to the tender offer, the AcquiringRelevant  Shareholder may withdraw the public tender offer, and in this case it shall comply, if applicable, with the procedure set forth in Article 28 of CVM Instruction No. 361/02, or any other rule that comes to replace it, and also dispose of the excess shares within a term of 3 months counted from the date of said Special General Meetingspecial general meeting. 

Article 61.58.  The requirement to make a mandatory tender offer under Article 5956  does not exclude the possibility of another shareholder of the Company or, if the case, of the Company itself to make another offer, whether competing or isolated, and in accordance with applicable regulations.

Article 62.59.  The obligations applicable under Article 254-A of Corporation Law No. 6,404/76 and under Article 5148  do not exclude the need for the AcquiringRelevant  Shareholder to comply with the obligations applicable under this Chapter.

Article 63.60.  The requirement to make a mandatory tender offer under Article 5956  shall not be applicable in the following cases:

(a)   when a Controlling Shareholder, who held more than fifty percent (50%) of the Company’s capital immediately prior to the obtaining of the 30% equity stake by the AcquiringRelevant  Shareholder, remains in the Company;

(b)   if the 30% equity stake is obtained by the AcquiringRelevant  Shareholder as a result of purchases made under another public tender offer for the acquisition of shares, made in accordance with the Novo Mercado Listing Rules or with the applicable law, and which had as purpose the acquisition of all the shares issued by the Company, provided that such tender offer shall have been effected for a price at least equal to the Offer Price;

(c)   if the 30% equity stake is obtained by the AcquiringRelevant  Shareholder (i) involuntarily, as a result of any cancellation of shares in treasury, share redemption or capital reduction of the Company with cancellation of shares; or (ii) by a subscription of shares made under a primary offer and in reason of the fact that such amount was not fully subscribed by the ones entitled to preemptive rights or of the fact that there was not a sufficient number of interested parties for the public distribution; or (iii) as a result of a merger, consolidation or share exchange merger (incorporação de ações) involving the Company; and

(d) in the case of a Disposal of Control of the Company, in which case the rules provided under Chapter VII of these By-lawsBylaws  shall be observed.

Article 64.61.  If any announcement of a public tender offer for acquisition of all shares issued by the Company is published, whether made in accordance with this Chapter VII or in accordance with the applicable law and regulations, and whether settled in cash or by an exchange of securities issued by a publicly-held company, the Boardboard  of Directorsdirectors  shall meet within 10 days to assess the terms and conditions of the offer as made, and complying with the following principles:

(a)   the Boardboard  of Directorsdirectors  may hire specialized external advisors, meeting the requirements of Article 10, §2,1,  with the purpose of providing advice in the analysis of the convenience and opportunity of the offer, in consideration of the general interest of the shareholders and of the economic industry of the Company and its controlled companies, and of the liquidity of the securities offered, if the case;

(b)   the Board of Directors shall make public, with the corresponding justification thereto, to the shareholders, its opinion on the convenience and opportunity of public tender offer under analysis; and        the board of directors shall pronounce for or against the terms of the public offer in analysis, which shall be made through prior grounded opinion disclosed no later than fifteen (15) days upon the publication of the notice of the public offer for the acquisition of shares, which shall include, at least, (i) the convenience and timely nature of the public offer for the acquisition of shares as to the interest of the group of shareholders, and in relation to the liquidity of the securities held thereby; (ii) the repercussions of the public offer for the acquisition of shares on the Company’s interests; (iii) the strategic plans disclosed by the offeror in relation to the Company; (iv) other points the board of directors deem relevant, as well as the information required by the applicable rules set forth by the Brazilian Securities and Exchange Commission (“CVM”); and

(c)   the public tender offer shall be immutable and irrevocable, but it may conditioned by the offeror, in case of a voluntary offer, upon the minimum acceptance of shareholders that hold at least 2/3 of the Company’s shares, excluding those in treasury.

Article 65.62.  In case the AcquiringRelevant  Shareholder does not comply with the obligations required under this Chapter, including in regard of compliance with the deadlines (i) for making the statement referred to in Article 5956; (ii) for making or requesting registration of the public tender offer; or (iii) for complying with any requests or demands by the CVM, then the Boardboard  of Directorsdirectors  of the Company shall call an Extraordinary General Meetingextraordinary general meeting, in which the AcquiringRelevant  Shareholder shall not be entitled to vote, to decide on the suspension of exercise of the AcquiringRelevant  Shareholder rights, in accordance with Article 120 of Corporation Law  No. 6,404/76.. 

CHAPTER IX

LIQUIDATION

Article 66.63.  The Company shall be dissolved and enter into liquidation in the cases provided for by law, and the Shareholders in General Meetingshareholders in general meeting shall establish the manner of liquidation and install the Fiscal Councilfiscal council, which shall function during the period of liquidation.  The Boardboard  of Directorsdirectors  shall appoint the liquidator or liquidators and establish their powers and remuneration.

CHAPTER X

ARBITRATION

Article 67.64.  The Company and its shareholders, officers, directorsManagers  and members of the Fiscal Councilfiscal council are obligated to resolve by arbitration before the Arbitration Chamber of Market, any and all dispute or controversy which may arise between or among them arising out of or connection with, in particular,  the application, validity, effectiveness, interpretation or violation (and the effects thereof) of the provisions of Corporate Law  6404/76,,  these Bylaws, rules and regulations issued by the National Monetary Council, the Central Bank of Brazil, the Securities Commission – CVM or the Securities and Exchange Commission, and any laws, rules or regulations applicable to the operation of the securities market in general, in addition to the provisions of the Novo Mercado Listing Rules, the Arbitration Rules, the Regulation of Sanctions and the Novo Mercado Participation Agreement and the Arbitration Rules of the Market Arbitration Chamber. 

Sole Paragraph. For the purposes of the provisions in the caput of this Article 64, the terms “Arbitration Rules” and “Regulation of Sanctions” employed above shall have the meanings assigned thereto as follows:

“Arbitration Rules” means the Rules of the Arbitration Chamber of the Market, including its later alterations, which rule the arbitration procedure to which all conflicts set forth in the arbitration clause set forth in the caput of Article 64 of these Bylaws and contained in the Managers’ Consent, Majority Shareholders’ Consent, and that of the members of the fiscal council, shall be conducted; and

“Regulation of Sanctions” means the Regulation for Application of Pecuniary Sanctions of the Novo Mercado, including later amendments thereto, which rule the application of sanctions in the cases of total or partial noncompliance with the liabilities arising out of the Novo Mercado Rules.

CHAPTER XI

GENERAL PROVISIONS

Article 68.65.  The Company shall comply with Shareholders’ Agreements registered in accordance with Article 118 of Corporation Law.  6404/76.  The Company’s management shall refrain from recording the transfer of shares made contrary to such Shareholders’ Agreements and the Chairman of General Shareholders’ Meetings and Boardchairman of general shareholders’ meetings and board of Directorsdirectors  meetings shall not count votes cast in violation of such Shareholders’ Agreements.

Article 66. The provisions of the Novo Mercado Rules shall supersede the provisions in the Bylaws in the hypotheses of loss to the rights of those the public offer provided for in these Bylaws are intended to.

I.2.      REPORT ON ALTERATIONS PROPOSED TO THE BYLAWS

Find below, as provided for in Article 11, II, of the Instruction of the Brazilian Securities and Exchange Commission (“CVM”) no. 481, of December 17, 2009, report, in form of a table, detailing the origin and justification of the alterations proposed to the Company’s Bylaws, and analyzing its legal and economic effects, as applicable: