Our board of directors is our decision-making body responsible for the formulation and implementation of the general guidelines and policies of our business, including our long-term strategies. Our board of directors is also responsible for appointing and supervising our executive officers. Under Brazilian corporate law, our board of directors is also responsible for hiring our external independent auditors. Most decisions of the board must be approved by a majority vote of the board members present.

According to our bylaws, our board of directors must have a minimum of five and a maximum of 10 members. Board members are elected as a body at our shareholders’ meeting for a two-year term and may be reelected or removed at any time by our shareholders at a special shareholders’ meeting. Pursuant to the rules of the Novo Mercado, at least 20% of the members of our board of directors must be independent members, meaning that none of these board members: (i) has any direct link to the company, except as shareholder; (ii) is a controlling shareholder, spouse or at least second-degree relative of a controlling shareholder, nor is currently nor has been linked to a company or a related entity that is owned by a controlling shareholder in the last three years; (iii) has been an employee or board member of the company of a controlling shareholder or an entity controlled by the company in the last three years; (iv) has been a supplier or purchaser, directly or indirectly, of services and/or products of the company to a degree that would compromise its independence; (v) has been an employee or manager of a company or entity that is offering or requesting services and/or products of the company; (vi) is a spouse or at least second-degree relative of any manager of the company; and (vii) has received any compensation from the company beyond payment for service as a board member (dividends from share ownership are excluded from this restriction). Each of our board members will have to agree to comply with the Novo Mercado regulations and the rules of the BM&FBOVESPA.

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