Minutes of the Ordinary and Extraordinary Shareholders

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					              MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A.

                          CNPJ/MF No. 27.093.558/0001-15
                               NIRE 33.3.0028974-7
                              Publicly-held Company

   MINUTE OF THE ORDINARY AND EXTRAORDINARY GENERAL SHAREHOLDERS’
                               MEETING,
                        HELD ON APRIL 19, 2011

DATE, TIME, PLACE: On April 19, 2011, at 16:00, at Avenida das Américas 500,
bloco 14, loja 108, Barra da Tijuca, Shopping Downtown, in the city of Rio de
Janeiro, State of Rio de Janeiro.

CALL OF THE MEETING: By means of convening notice published on 18, 21 and 22
of March, in "Diário Oficial do Estado do Rio de Janeiro" and "Valor Econômico".

PUBLICATION: Financial statements, management's report and report of the
independent auditors regarding the fiscal year ended on December 31, 2010,
approved by the Board of Directors of the Company in the meeting held on February
25, 2011, published in "Diário Oficial do Estado do Rio de Janeiro" and "Valor
Econômico" on March 17, 2011, being the publication of the notices provided in
article 133, caput, of Law No. 6,404/76 dismissed in view of the provisions of
paragraph 5 of the same article.

ATTENDANCE: Shareholders jointly representing 70.54% (seventy point fifty four
per cent) of the capital stock of the Company. Also present Mr. Frederick Atila
Neves Silva, Chief Financial and Administrative Officer of the Company, and Mr.
Walter Neumayer Garcia, enrolled in the CRC/RJ under No. 091659/O-0,
representing PriceWaterhouseCoopers Auditores Independentes.

BOARD OF THE MEETING: Chairman: Andres Cristian Nacht; Secretary: Mauricio
Negri Machado Paschoal.

AGENDA: I. Ordinary General Shareholders Meeting: (i) appreciation of the
Management’s Report, the Management’s accounts, the Company's Financial
Statements and the independent auditor's report for the fiscal year ended December
31, 2010; (ii) approval of the capital budget for the 2011 fiscal year; (iii) approval of
the Management’s Proposal for the Allocation of Net Income for Fiscal Year Ended
December 31, 2010, for the destination of net income for the fiscal year ended
December 31, 2010; (iv) elect a new member of the Board of Directors; and
(v) establishment of the remuneration of the managers of the Company for 2011
fiscal year; and II. Extraordinary General Shareholders Meeting: (i) approve the
relocation of the Company's headquarters, the opening of a new branch office at the
headquarters' former address, and the exclusion of the reference to the Company's
branch offices from Article 3 of the by-laws; (ii) to resolve on the amendment to the
introductory paragraph of Article 5 of the by-laws to adjust it to the Board of
Directors' resolutions taken on April 14, 2010 and November 30, 2010, which
approved the capital increase within the limit of authorized capital; (iii) to resolve on
the amendment to the wording of Article 30, Paragraph 1 of the by-laws; and (iv) to
resolve on the consolidation of the Company's by-laws to reflect the aforementioned
amendments, should they be approved.

DECISIONS: Brought into the discussion the matters on the agenda, the
shareholders resolved:

I.     In Ordinary General Shareholders Meeting:

(i)     to approve, by unanimous vote, abstaining from voting those legally
impeded, the Management Report, the Managements accounts, the Companys
Financial Statements and the independent auditors report for the fiscal year ended
December 31, 2010;

(ii)    in compliance with the provisions of Article 196 of Law No. 6404/76, to
approve, by unanimous vote, the proposal of capital budget for the 2011 fiscal year,
attached hereto as Annex 1, approved by the Board of Directors of the Company on
February 25, 2011;

(iii)    to approve, by unanimous vote, the proposal for the allocation of net income
for fiscal year ended December 31, 2010, prepared by the managers, according to a
document dated as of February 24, 2011, approved by the Board of Directors on
February 25, 2011, attached hereto as Annex 2;
                                           2
(iv)     on account of the resignation presented by Mr. Gustavo Feitosa Felizzola to
the position of member of the Board of Directors of the Company, as appreciated by
the body on February 25, 2011, the shareholders decided by supermajority votes, to
elect Mr. Jorge Marques de Toledo Camargo, Brazilian, married, geophysicist,
resident and domiciled at Rua Almirante Saddock de Sa No. 370, ap. 101, Ipanema,
in the city of Rio de Janeiro, State of Rio de Janeiro, bearer of identity card RG No.
293,644, issued by SSP/DF, and enrolled with CPF/MF under No. 114400151-04, to
occupy the vacant position of member of Board of Directors until the term of office.
Mr. Jorge Marques de Toledo Camargo will take office for the position which he
was elected by signing the instrument of investiture in the Book of Minutes of the
Meetings of the Company's Board of Directors, jointly with the signature of the
respective instrument of consent of the managers alluded in the "Regulamento do
Novo Mercado" and statements in compliance with Articles 146 and 147 of Law No.
6404/76 and the second paragraph of Article 28 of the Company's Bylaws, as well as
the provisions of CVM Instruction No. 367/02;

(v)     the shareholders decided, by unanimous vote, to set forth the annual global
compensation of the Board of Directors and the Managers, for the 2011 fiscal year,
in the amount of R$9,100,000.00 (nine million and one hundred thousand reais),
being the Board of Directors the responsible for its distribution among the members
of the Board of Directors and Managers;

(vi) based in the third paragraph of Article 161 of Law No. 6404/76, it was
submitted by the shareholders Evolution Fundo de Investimento em Ações, HSBC
Fundo de Investimento em Ações Small Caps, HSBC Fundo de Investimento
Previdenciário Multimercado Potencial and Fondo de Inversion Larrain Vial Brazil
Small Cap, a request for installation of Company's Board of Auditors, and such
request is filed at headquarters of the Company. Therefore, the Board of Auditors of
the Company was installed, on a non-permanent basis, to work during the 2011
fiscal year.

(vii) due to the installation of the Fiscal Council, it was approved, by majority
votes, that the Board of Auditors shall consist of three (3) permanent members and
an equal number of alternate members, described below: 1) Mr. Rubens Branco da
Silva, Brazilian, married, lawyer, bearer of identity card No. 022570, issued by
                                          3
OAB/RJ, enrolled with CPF/MF under No. 120049107-63, resident and domiciled at
Avenida dos Flamboyants No. 1250, Block 02, Apartment 501, Barra Tijuca, in the
city of Rio de Janeiro, State of Rio de Janeiro, CEP 22776-070, 2) Mr. Eduardo
Botelho Kiralyhegy, Brazilian, single, lawyer, bearer of identity card No. 114,461,
issued by OAB/RJ, enrolled with CPF/MF under No. 082613217-03, resident and
domiciled at Avenida Julio Furtado No. 193/605, Grajaú, in the city of Rio de
Janeiro, State of Rio de Janeiro, CEP 20561-010, 3) Mr. Maurício Rocha Alves de
Carvalho, Brazilian, married, engineer, bearer of identity card No. 04249242-1,
issued by ISP/RJ, enrolled with CPF/MF under No. 709925507-00, resident and
domiciled at Rua Canario No. 515, apartment 41, Moema, in the city of São Paulo,
State of São Paulo, CEP 04521-002, as permanent members, and 1.1.) Ms. Fabiana
de Oliveira Alfradique, Brazilian, single, lawyer, bearer of identity card No.
13273569-7, issued by the Traffic Department, enrolled with CPF/MF under No.
105418687-13, resident and domiciled at Rua Farani No. 60, apartment 1006,
Botafogo, in the city Rio de Janeiro, State of Rio de Janeiro, CEP 22231-020, 2.1.)
Maria Cristina Pantoja da Costa Faria, Brazilian, single, lawyer, bearer of identity
card No. 99894, issued by the OAB / RJ, enrolled with CPF / MF under No.
886793577-15 º, Rua Joaquim Nabuco 266 / 402, Arpoador in the City of Rio de
Janeiro, State of Rio de Janeiro, CEP 22080-030, and 3.1.) Mr. Peter Edward Cortes
Marsden Wilson, Brazilian and English, married, business administrator, bearer of
identity card No. 84243799, issued by SSP/RJ, enrolled with CPF/MF under No.
168126648-20, resident and domiciled at Rua Princesa Izabel No. 347, apartment
92, Campo Belo, in city of São Paulo, State of São Paulo, CEP 04601-001, as their
respective alternate members, all of them with term of office until the Ordinary
General Shareholders Meeting to examine the financial statements for the fiscal year
2011, and to take office within 30 (thirty) days from the present date, by signing the
respective instrument of investiture in the Book of Minutes of the Meeting of the
Company's Board of Auditors, instruments of consent of the Board of Auditors'
members referred to in the "Regulamento do Novo Mercado" and statements in
compliance with Articles 146 and 147 of Law No. 6404/76 and the second
paragraph of Article 28 of the Company's Bylaws, as well as the provisions of CVM
Instruction No. 367/02. Mr. Rubens Branco da Silva hold the position of Chairman
of the Board of Auditors;

(viii) pursuant to paragraph three of Article 162 of Law No. 6404/76, it was
approved, by supermajority vote, that the monthly individual remuneration of the
                                          4
members of the Board of Auditors shall be of 10% (ten percent) of the remuneration
set out for each manager of the Company, excluding benefits, business
entertainment allowance and profit sharing.

II.    In Extraordinary General Shareholders Meeting:

(i)    to approve, by unanimous votes, (a) relocation of the Company's
headquarters, which ceases to be at Estrada do Guerenguê No. 1.381, Taquara,
Jacarepaguá, in the city Rio de Janeiro, State of do Rio de Janeiro, and starts to be at
Avenida das Américas No. 500, Block 14, store 108 e rooms 207 e 208, Barra da
Tijuca, Shopping Downtown, in the city Rio de Janeiro, State of do Rio de Janeiro,
where currently runs one of the branch offices of the Company, now replaced by its
head office, (b) the opening of a new branch office of the Company at the address of
its former headquarters at Estrada do Guerenguê No. 1.381, Taquara, Jacarepaguá,
in the city of Rio de Janeiro, State of Rio de Janeiro, and (c) the exclusion of the
explicit reference to of the Company's branch offices in the writing of Article 3 of
the Company's Bylaws, maintaining only mention to the address of the headquarters;

Taken into account the approval above, to approve the amendment to first paragraph
of Article 3 of the Company's Bylaws, which shall henceforth as the following
wording:

"3rd Article – The Company is headquartered at Av. das Américas, 500, bloco 14,
store 108 and rooms 207 and 208, Barra da Tijuca, CEP 22640-100, in the City of
Rio de Janeiro, State of Rio de Janeiro."

Taken into account the amendment approved above, it is recorded that the Company
has branches at the following addresses, on this date: (a) at Avenida Concentrica s/n,
Camaçari de Dentro, CEP 42806-040, in the City of Camaçari, State of Bahia; (b) at
SAA Block 02 No. 450 e 550, in the City of Brasília, Distrito Federal; (c) at Estrada
do Guerenguê No. 1.381, Taquara, Jacarepaguá, in the City of Rio de Janeiro, State
of Rio de Janeiro, CEP 22.713-002; (d) at Rodovia Divaldo Suguagy, km 12, via 2,
s/n, área 3, Distrito Industrial, Marechal Deodoro, State of Alagoas; (e) at Rodovia
Anel Rodoviário BR – 262, No. 54.277, km 24, São Gabriel, CEP 31980-115, in the
City of Belo Horizonte, State of Minas Gerais; (f) at Distrito Industrial do Calçado,
Block 4, Lot 1m CIA, in the City of Simões Filho, State of Bahia; (g) at Avenida
                                           5
Engenheiro Domingos Ferreira No. 2160, room 703, Ed. Empresarial Business
Beach, Boa Viagem, CEP 51111-020, in the City of Recife, State of Pernambuco;
(h) at Rua Humberto de Campos No. 271, Vila Yolanda, in the City of Osasco, State
of São Paulo; (i) at Avenida Carapebus, Block 15, lot No. 24, Jardim Limoeiro, CEP
29164-079, in the City of Serra, State of Espírito Santo; (j) at Rua Lima Barros
No. 11, 11ª e 13, with additional entrance by Rua Francisco Palheta No. 8 e 38, São
Cristovão, in the City of Rio de Janeiro, State of Rio de Janeiro; (k) at Avenida
Silviano Brandão No. 685, background, Sagrada Família, CEP 31030-525, in the
City of Belo Horizonte, State of Minas Gerais; (l) at Rua William Booth No. 630,
Boqueirão, CEP 81650-120, in the City of Curitiba, State of Paraná; (m) at Avenida
Manoel Elias, No. 1.480, Passo das Pedras, CEP 91240-261, in the City of Porto
Alegre, State of Rio Grande do Sul; (n) at Rodovia BA 523, km 07, Chácara Nossa
Senhora de Fátima, in the City of São Francisco do Conde, State of Bahia; (o) at Rua
Willian Garcia No. 61, Jardim Aclimação, CEP 13180-624, in the City of Sumaré,
State of São Paulo; (p) at Rua Nicarágua, No. 1.656, Tibey, CEP 38405-100, in the
City of Uberlândia, State of Minas Gerais; and (q) at Estrada do Guerenguê
No.1.381, Taquara, Jacarepaguá, in the City of Rio de Janeiro, State of Rio de
Janeiro.

(ii) to approve, by supermajority vote, the amendment of the caput of Article 5 of
the Company's Bylaws, to adjust it to the deliberations of the Board of Directors
taken on April 14, 2010 and November 30, 2010, which approved the increase of
capital stock within the limit of authorized capital, passing the relevant article to
henceforth as the following wording:

"5th Article – The capital, fully subscribed and paid, is R$ 525,123,806.54 (five
hundred twenty-five million, one hundred twenty-three thousand, eight hundred and
six dollars and fifty-four cents), represented by 125,495,309 (one hundred twenty-
five million, four hundred ninety-five thousand, three hundred and nine) common,
nominative, inscribed and without par value shares."

(iii) to approve, by unanimous votes, the amendment of first paragraph of Article
30 of the Company's Bylaws, which shall henceforth as the following wording:

"Paragraph 1: The Expansion Reserve has the following characteristics:

                                         6
(a) Its purpose is to provide resources to finance additional fixed and working
capital and expansion of corporate activities;

(b) shall be allocated to this reserve for each fiscal year the net profit for the year
immediately preceding the corresponding resources on the recommendation of the
Board of Directors, are necessary to meet the purposes of item "a", or are not
specifically covered in budget capital, such allocation being subject to the express
approval of shareholders in general meeting;

(c) the maximum limit for Expansion Reserve is 80% (eighty percent) of the value of
the subscribed capital of the Company. The resources that are earmarked for
Expansion Reserve may not exceed 75% (seventy five percent) of adjusted net
income, as provided in Article 202 of the Corporations Law."

(iv) Taken into account the above decisions, to approve, by unanimous votes, the
new wording of the Bylaws of the Company which, reformed and consolidated, shall
be effective as Attachment 3.

DOCUMENTS SUBMITTED TO THE GENERAL SHAREHOLDERS
MEETING: The documents submitted to the General Shareholders Meeting were
numbered and certified by the Board of the Meeting and filed at the Company,
having been delivered copies to shareholders who requested them.


CLOSING: With nothing more to be discussed, the Chairman has just dropped the
work, these minutes were drawn up in summary form, that will be published without
the signatures of the present shareholders, in accordance with first and second
paragraphs of Article 130 of Law No. 6404/76, which, after being read and
approved, was signed in the proper book by all shareholders in attendance, the
Chairman and the Secretary. Shareholders in attendance: EVOLUTION FUNDO DE
INVESTIMENTO EM AÇÕES, ALAMEDA C EMPL RETIR ASSOC, ALPINE
GLOBAL INFR FUND, ALPINE GLOBAL PREM PROP FUND, AMERICAN F I
SER GL SM CAP FD, ATWILL HOLDINGS LIMITED, BNP PAR L1 EQ LATIN
AMERICA, CAISSE DEPOT ET PLAC DU QUEBEC, CAPITAL INT INT
EQUITY, CATHOLIC HEALTH INITIATIVES, COLLEGE RETIR EQUITIES
FUND, COLUMBIA ACORN FUND, COLUMBIA ACORN INTERNATIONAL,
                                          7
COX ENT INC MASTER TRUST, EMERGING M ST FUND FOR TRUSTS,
FIDELITY A S VIII DIV INTL FD, FIDELITY ADVIS INT CAP APPR F,
FIDELITY CONTR FIDEL N I FUND, FIDELITY CONTRAFUND, FIDELITY
FIN TR FID INDEP FUND, FIDELITY I T F I CAP APPR FUND, FIDELITY I T
F SER EM MARK FUN, FIDELITY I TR FID GL COMM ST F, FIDELITY S F F
B CHIP GR FUND, FIDELITY SEL POR EN SERV PORTF, FIDELITY SEL
PORTF INDUSTRIALS, FINDLAY PARK LATIN AMER FUND, FIRE A P E R
S C OF BALTIMORE, FIRST INIT INSURANCE LTD, FORD MOT CO DEF
BEN MAS TRUST, FSP SELECT INDUSTRIAL, IBM DIV GLOBAL EQUITY
FUND, KANSAS PUB EMPL RETIR SYSTEM, LAUDUS INT
MARKETSMASTER FUND, LOOMIS SAYLES GLOBAL MARK FUND,
MAINSTAY EP INT SMALL CAP FUND, NATIONAL G U P SCH TR
LIMITED, PUBLIC EMPL RET SYS OF IDAHO, ROCHE US DB PLANS
MASTER TRUST, SMALLCAP WORLD FUND INC, STATE STREET
EMERGING MARKETS, T M T B O J L TR MTBC400035139, TEACHERS R S
O T S OF ILLINOIS, THE LATIN AMER DISC FUND INC, THE M A M BNFT
BRD AM BAPT CH, THE MONET AUTH OF SINGAPORE, TIAA C F T C EM
MARK EQ FUND, TRW AUT DEF BENEF MASTER TRUST, VARIABLE I P F
IV VIP I C PORT, WANGER INTERNATIONAL, WHEELS COMMON
INVESTMENT FUND, WILLIAM BLAIR INST INT GROWTH FUND, CAP G
ALL COUNT WORLD EQ FD F TAX-EX TRUSTS, CAPITAL G A C WOR EQ
MAS FUND, CAPITAL G EM MKTS EQUI MAST FD, CAPITAL G M E F FOR
TAX EX TRU, CAPITAL G M R EQ FD FOR TAX TS, CAPITAL GUARD ALL
CTY WORLD EXUS EQ MST FD, CAPITAL GUARDIAN ALL COU WORLD
EX-US EQT FD TX EXPT TRUSTS, CAPITAL GUARDIAN M EQ DC M FD,
CAPITAL INT EMERG MARKETS FUND, CAPITAL INT FUND JAPAN,
CAPITAL     INTERNATIONAL     FUND,     CIKK FUND      -  CAPITAL
INTERNATIONAL ALL COUNTRIES FUND, EMERGING MARKETS
GROWTH FUND INC, FI CE I PO LLC FIDELITY EMERGING MARKETS
EQUITY CENTRAL FUND, FIDELITY ADVISOR SERIES VII: FIDELITY
ADVISOR INDUSTRIALS FD, FIDELITY CENTRAL INVESTMENT
PORTFOLIOS LLC: FIDELITY IN C F, FIDELITY INV.TR-FID DIVERS.INTER
FUND, JNL/CAPITAL GUARDIAN GLOBAL BALANCED FUND, JPMORGAN
BRAZIL EQUITY MASTER INVESTMENT TRUST, JPMORGAN BRAZIL
INVESTMENT TRUST PLC, JTSB LTD AS TR FOR SUM TR AND BANK
CO.,LTD TR F, MORGAN STANLEY INVESTMENT FUNDS LATIN
                                8
AMERICAN EQUITY FUND, STICHTING DEPOSITARY APG EMERGING
MARKETS EQUITY POOL, T ROWE PRICE FUNDS SICAV, T ROWE PRICE
INT FNDS T.ROWE PRICE L AMER FUN, T.ROWE PRICE RETIREMENT
DATE TRUST, VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A
SE VAN S F, VARIABLE INS.PRODS.FUND V-A.M.G. PORTFOLIO FUND V:
ASSET MANAGER PORTFOLIO, VARIABLE INSURANCE PRODUCTS
FUND IV: INDUSTRIALS PORTFOLIO, VARIABLE INSURANCE PRODUCTS
FUND V: ASSET MANAGER PORTFOLIO, WASHINGTON STATE
INVESTMENT BOARD, GAM EQUITY TWO INC., LMA F A O B O M 5 S
PORTFOLIO, OGI ASSOCIATES LLC, WEISS EQUITY STRAT FUND LLC,
WEISS MULTI STRAT PARTN II LLC, WEISS MULTI STRAT PARTNERS
LLC, FONDO INV LARR VIAL BR SM CAP, HSBC FI PREV MULT
POTENCIAL, HSBC FIA SMALL CAPS, ANDREAS CRISTIAN NACHT,
DIEGO JORGE BUSH, ELIO DEMIER, FREDRICO ATILA SILVA NEVES,
JEROBOAN INVESTMENTS LLC, JYTTE KJELLERUP NACHT, NACHT
PARTICIPACOES S.A., RAMON NUNES VASQUEZ e RONALD WILLIAM
GORDON MILES.


                            Rio de Janeiro, April 19, 2011.


I certify that these minutes are a true copy of the minutes drawn up in the proper book.



                                 Andres Cristian Nacht
                                      Chairman



                          Mauricio Negri Machado Paschoal
                                     Secretary




                                          9
         MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A.

                       CNPJ/MF No. 27.093.558/0001-15
                            NIRE 33.3.0028974-7
                           Publicly-held Company

MINUTE OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
                      HELD ON APRIL 19, 2011


                                   ANNEX 1

                           2011 CAPITAL BUDGET
                         (all amounts presented in R$)

1   Sources of funding                                               427,200,000.00

    Own funds (retained earnings from previous fiscal years)          61,242,537.03
    Profit reserve from the 2010 fiscal year                          71,526,715.40
    Cash generation and funding                                      294,430,747.57

2   Use of funds                                                     427,200,000.00

    Investments in expansion (acquisition of equipment)              330,000,000.00
    Investments in facilities and information technology to aid in
    expansion                                                          7,200,000.00
    Funds for the acquisition of shareholding interest                90,000,000.00




                                      10
                MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A.

                            CNPJ/MF No. 27.093.558/0001-15
                                 NIRE 33.3.0028974-7
                                Publicly-held Company

     MINUTE OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
                           HELD ON APRIL 19, 2011


                                       ANNEX 2

                                                     Rio de Janeiro, February 24, 2011.

To
the Members of the Board of Directors
Of Mills Estruturas e Serviços de Engenharia S/A.

Subject: Management’s Proposal for the Allocation of Net Income for Fiscal Year
Ended December 31, 2010

Dear Sirs,

The Management of Mills Estruturas e Serviços de Engenharia S/A (―Company‖)
resolved to submit the proposal herein for examination by the Board of Directors in
order to allocate the net income for fiscal year ended December 31, 2010.

The Company’s net income from the fiscal year ended December 31, 2010 was a total of
R$103,283,214.58. Thus, the Company’s Management proposes that:

        (i)    in accordance with article 193 of Law 6,404/76, as amended, and item
               ―a‖ of article 30 of the Company's Bylaws, a total of R$5,164,160.73
               be allocated to the Legal Reserve;

        (ii)   a total of R$28,112,626.61, corresponding to R$0.22 per share, be
               allocated to the payment of dividends to the Company’s shareholders
               as mandatory dividends, of which R$25,400,000.00 shall be paid as

                                         11
              interest on equity, pursuant to the resolution of the Board of Directors’
              meeting held on December 28, 2010, based on the Company's
              shareholding position on that date, and R$2,712,626.61 as dividends,
              to be paid to shareholders on the date dividends were declared; and

      (iii)   in accordance with article 196 of Law 6,404/76, as amended, and item
              ―c‖ of article 30 of the Company's Bylaws, a total of R$71,526,715.40
              be allocated to create a Profit Reserve, which will include net income
              for the year and the realization of the special goodwill reserve in the
              amount of R$1,520,288.16.

The proposal for allocation of net income is summarized below:

Description                                                       Amount (in R$)

Income from the Year                                              103,283,214.58


Legal Reserve                                                     (5,164,160.73)

Mandatory Dividends                                               (28,112,626.61)

     Dividends                                                    (2,712,626.61)

     Interest on Equity                                           (25,400,000.00)


Profit Reserve                                                    71,526,715.40

Funds allocated to the profit reserve shall be used to finance a portion of investments
laid out in the Company’s capital budget for the acquisition of equipment for
expansion and investments in facilities and information technology to aid in the
planned expansion.

Thus, the Management proposes that the Board of Directors examine this proposal

                                          12
for the allocation of net income and submit the amounts presented herein for the
approval of the Company’s Annual Shareholders’ Meeting.

In accordance with article 9, paragraph 1, item II of CVM Rule 481/2009, the
information requested by Exhibit 9-1-II thereto are presented below.

Sincerely,

The Management
Mills Estruturas e Serviços de Engenharia S.A.




                                      13
                                         EXHIBIT 9-1-II

                                 ALLOCATION OF NET INCOME


All amounts are presented in thousands of reais, unless indicated otherwise.

      1. Net income for the fiscal year

           R$103,283

      2. Total amount and value per share of dividends, including dividends paid in
         advance and previously declared interest on equity

           Total Gross Amount: R$28,112 – R$0.22 per share
           Dividends: R$2,712 – R$0.02 per share
           Interest on Equity: R$25,400 – R$0.20 per share
           Total amount net of withholding tax on Interest on Equity: R$24,530 - R$0.19 per share

      3. Percentage of net income for the fiscal year to be distributed

           27.21%, or 23.75% net of withholding tax on Interest on Equity.

      4. Total amount and amount per share of dividends distributed based on income
         from previous fiscal years

           Not applicable.

      5. Please inform the following, minus dividends paid in advance and previously
         declared interest on equity:

              a. Gross amount of dividends and interest on equity, separated by share
                 class and type

                  Dividends: R$2,712 – R$0.02 per share.

              b. Form and period for payment of dividends and interest on equity

                   Dividends will be paid in a single installment to be deposited in the shareholders’
                   checking accounts by April 29, 2011.


                                                 14
      c. Monetary restatement and interest on dividends and interest on equity.

          Not applicable.

      d. Date of declaration of the payment of dividends and interest on equity
         used to identify shareholders that will be entitled thereto

          Dividends will be declared at Mills’ annual shareholders' meeting to approve the
          accounts for the 2010 fiscal year.

6. If dividends or interest on equity have been declared based on income from
   half-yearly balances or those of shorter periods

      a. The amount of previously declared dividends and interest on equity

          Interest on Equity: R$25,400

      b. The date of respective payments

          Payment will be made by April 29, 2011.

7. Provide a table indicating the following values for each type and class of
   share:

      a. Net income for the fiscal year and the last three (3) fiscal years

           Fiscal Year         Net Income              Net Income per Share
           2010                R$103,283               R$0.82
           2009                R$68,338                R$0.78
           2008(*)             R$30,588                R$0.46
           2007 (*)            R$10,547                R$0.21

            (*) In 2007 and 2008, the Mills group was made up of the companies Mills Andaimes Tubulares do
            Brasil S.A., Mills Estruturas e Serviços de Engenharia Ltda. and Mills Industria e Comercio Ltda.,
            therefore, numbers presented for these periods include the combination of the companies.


      b. Dividends and interest on equity distributed in the last three (3) fiscal
         years




                                              15
             Fiscal          Dividends                Dividends      per     IOE              IOE    per
             Year                                     share                                   share
             2009            R$10,723                 R$0.12                 R$5,519          R$0.06
             2008 (*)        R$7,476                  R$0.11                 -                -
             2007 (*)        R$9,421                  R$0.19                 -                -

              (*) In 2007 and 2008, the Mills group was made up of the companies Mills Andaimes Tubulares do
              Brasil S.A., Mills Estruturas e Serviços de Engenharia Ltda. and Mills Industria e Comercio Ltda.,
              therefore, numbers presented for these periods include the combination of the companies.


8. Allocation of profit to the legal reserve

       a. Amount allocated to the legal reserve

            R$5,164

       b. Form in which the legal reserve is calculated

            5% of net income for the year is applied, before any other allocation, to the
            creation of a legal reserve which shall not exceed 20% of capital stock.

9. If the Company has preferred shares entitled to fixed or minimum dividends

    Not applicable.

       a. Describe the calculation of fixed or minimum dividends

       b. Inform whether the income in the fiscal year is sufficient for payment in full of
          fixed or minimum dividends

       c.   Identify if the unpaid installment is cumulative

       d. Identify the total value of fixed or minimum dividends to be paid to each class of
          preferred shares

       e. Identify the fixed or minimum dividends to be paid to each class of preferred
          shares

10. Mandatory dividends




                                                16
       a. Describe the basis for calculation established in the Bylaws

            The shares representing capital stock receive 25% of net income assessed in
            accordance with the law as mandatory dividends every fiscal year, while the
            balance shall be allocated according to the resolutions of the Annual
            Shareholders' Meeting in accordance with legal recommendations.

       b. Payment in full of mandatory dividends

            The minimum mandatory dividends will be paid in full.

       c. Inform the amount withheld

            Not applicable.

11. If the mandatory dividends are withheld due to the Company’s financial
    situation

    Not applicable.

       a. Inform the amount withheld

       b. Describe, in detail, the Company’s financial situation, including aspects related to
          the analysis of liquidity, working capital and positive cash flows

       c.   Justify the withholding of dividends

12. If the result is allocated to a contingency reserve

    Not applicable.

       a. Amount allocated to the reserve

       b. Identify the losses considered to be probable resulting from the contingency

       c.   Explain why losses are probable

       d. Justify the creation of the reserve

13. If the result is allocated to a unrealized profit reserve

                                          17
    Not applicable.

       a. Inform the amount allocated to the unrealized profit reserve

       b. Inform the nature of unrealized profits that resulted in the creation of the
          reserve

14. If the result is allocated to a statutory reserve

    Not applicable.

       a. Describe the statutory clauses that establish the reserve

       b. Amount allocated to the reserve

       c.   Describe how the amount was calculated

15. If profit is withheld in accordance with the capital budget

       a. Identify the amount withheld

            R$71,527. Includes both net income and the realization of a special goodwill
            reserve in the amount of R$1,520.

       b. Provide a copy of the capital budget

            Attached to this document

16. If the result is allocated to a tax incentive reserve

    Not applicable.

       a. Inform the amount allocated to the reserve

       b. Describe the nature of the allocation




                                        18
             MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A.

                         CNPJ/MF No. 27.093.558/0001-15
                              NIRE 33.3.0028974-7
                             Publicly-held Company

  MINUTE OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
                        HELD ON APRIL 19, 2011


                                   ANNEX 3

                         BY-LAWS OF
        MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A.
                           CNPJ/MF 27.093.558/0001-15
                              NIRE 33.3.0028974-7
                             Publicly-held Company

                          CHAPTER ONE
                NAME, PURPOSE, PLACE AND DURATION

1st Article – The Company has the name "MILLS ESTRUTURAS E SERVIÇOS
DE ENGENHARIA S.A." and shall be governed by these Articles of
Incorporation, at Law 6.404, of December 15, 1976 and subsequent amendments
(―Law 6404/76‖), by the rules of the Brazilian Securities and Exchange
Commission ("CVM") and other applicable legal provisions and the New Market
Listing Rules of BM&F BOVESPA S.A. (―New Market Regulation‖, ―New
Market‖ and "BM&FBOVESPA", respectively)

2nd Article – The Company's purpose is: (a) the lease, with assembly or not, of
own manufacturing movable goods or acquired from third parties, including
forms, shoring, scaffolding, pressurized dwellings, floors, structures and similar
equipment, made out of steel , aluminum, metal, plastic and wood as well as their
related parts, components and accessories, (b) the lease, with or without
operators, of aerial work platforms and telescopic handlers, training of personnel
for operation in the equipment, maintenance and technical assistance in its own
equipment or in that of third parties, (c) the sale, import and export of the
abovementioned goods, including their parts and components, (d) the provision
of painting, sandblasting, thermal insulation, sheet metal shops and refractory

                                       19
including, but not limited to, the access by rope, process used by industrial
climbers, as well as other services related to such activities, (e) construction of
roofs in structured tent, with a plastic canvas closure or similar, (f) low-voltage
electrical installations, and (g) participation as a stockholder or partner in other
companies or corporations.

3rd Article – The Company is headquartered at Av. das Américas, 500, bloco 14,
salas 108, 203, 207 and 208, Barra da Tijuca, CEP 22640-100, in the City of Rio
de Janeiro, State of Rio de Janeiro

Sole Paragraph – The Company may establish branches or subsidiaries in Brazil
and abroad, at the discretion of the Meeting members, the Board of Directors or
the Executive Board.

4th Article – The duration of the Company is indefinite.

                                CHAPTER TWO
                                  CAPITAL

5th Article – The capital, fully subscribed and paid, is R$ 525,123,806.54 (five
hundred twenty-five million, one hundred twenty-three thousand, eight hundred
and six dollars and fifty-four cents), represented by 125,495,309 (one hundred
twenty-five million, four hundred ninety-five thousand, three hundred and nine)
common, nominative, inscribed and without par value shares.

Paragraph 1– The subscriber that fails to pay up the shares subscribed by it, in
accordance with the terms of the respective subscription list or in accordance
with the calls made, shall be in default, by operation of law, under Articles 106
and 107, of Law 6.404/76, subject to the payment of a fine equivalent to 10%
(ten percent) of the total subscription price, plus interest rate of 12% (twelve
percent) per year and monetary adjustment by the variation of General Price
Index, disclosed by Fundação Getulio Vargas.

Paragraph 2 – The Board of Directors may increase, at its discretion, the capital
up to a limit of 200,000,000 (two hundred million) shares, regardless of
amendments to the Articles of Incorporation or approval by Shareholders, as well
as establish the terms, conditions, issue price and subscription of new shares to
be issued pursuant to this paragraph.

Paragraph 3 – Within the limit of authorized capital, the Board of Directors may
                                        20
approve the issuance of subscription bonus.

Paragraph 4 – Under Article 168, Paragraph 3, of Law 6404/76, the Company’s
Board of Directors may grant call options or subscriptions of shares, in
accordance with the programs of call options or subscription of shares approved
at the General Meeting, to its officers and employees, as well as to officers and
employees of other companies that are directly or indirectly controlled by the
Company, without preemptive right to shareholders regarding the grant or
exercise of the options, considering the balance of authorized capital limit on the
date of grant of such options or subscription for shares.

6th Article — Each common share shall correspond to one vote at meetings of
shareholders.

Sole Paragraph – The Company shall not issue preferred and founder shares.

7th Article – All the shares of the Company shall be inscribed and deposited with
a financial institution authorized by the Brazilian Securities Commission in a
deposit account on behalf of their owners.

Sole Paragraph – The cost of transfer and registration, as well as the cost of
service regarding the shares in custody may be charged by the depositary
institution directly to shareholder as may be defined in the custody agreement.

8th Article – In accordance with Article 172, of Law 6404/76, at the discretion of
the Board of Directors, the preemptive right in the issuance of shares, convertible
debentures and warrants which is made by sale in stock exchange or by public
subscription, may be excluded or limited, as well as by exchanging shares, in a
public offering for acquisition of share control, as provided by law, within the
limit of authorized capital.

                         CHAPTER THREE
                  SHAREHOLDERS’ GENERAL MEETING

9th Article – The Shareholders’ Annual General Meeting shall be held within the
first four months of each year, for the purposes provided for in law, and the
Shareholders’ Extraordinary General Meeting shall be held whenever corporate
interests so require.



                                        21
10th Article – The Shareholders’ General Meeting, convened in accordance with
the law, shall be chaired by the Chairman of the Board of Directors of the
Company (or in his absence, the Vice-Chairman of the Board) who shall choose
from among those present, one or more secretaries.

Paragraph 1 – The Shareholders’ General Meeting shall annually fix the overall
compensation of members of the Board of Directors and the Executive Board,
whose total remuneration shall be distributed by the Board of Directors.

Paragraph 2 – In the fiscal year in which the compulsory dividend, set out in
Article 31, is distributed to shareholders, a global share of up to 10% (ten
percent) of net income may be paid to the Board of Directors and Executive
Board, which will be shared among its members by resolution of the Board of
Directors, provided that the legal limitation is complied with and it is approved at
the Shareholders’ Meeting.

11th Article – Shareholders may be represented at General Meetings of the
Company by a proxy appointed less than 1 (one) year, who is a shareholder or
officer of the Company, attorney or financial institution. The supporting
document evidencing his commission shall be filed with the Company’s
registered office within the maximum period of 48 (forty eight) hours before the
date scheduled for each General Meeting.

12th Article – Without prejudice to the other matters provided for by law,
Shareholders’ General Meeting solely shall:

(a) take the management accounts, examine, discuss and vote on the Company's
financial statements;

(b) make amendments to this By-Laws;

(c) assign bonus shares and decide on possible share reverse splits and splits;

(d) elect and dismiss members of the Board of Directors;

(e) elect and dismiss members of the Fiscal Council, if installed;

(f) establish plan for granting call option or subscription for shares to board
members and officers and employees of the Company and its subsidiaries;


                                        22
(g) resolve on the cancellation of open capital company registration before the
Brazilian Securities and Exchange Commission, under Chapter VII hereof

(h) resolve, under Chapter VII hereof, on the delisting from the Novo Mercado
(New Market), and

(i) select among the companies indicated in a triple list by the Board of Directors,
a specialized company to be responsible for elaborating an appraisal report of the
company shares in the event of cancellation of company registration with the
CVM and its delisting from the Novo Mercado (New Market).

                           CHAPTER FOUR
                     MANAGEMENT OF THE COMPANY

13th Article – The Company's management shall be exercised by the Board of
Directors and Executive Board, as required by law and provisions hereof, subject
to the provisions of Shareholders agreement duly filed with the Company's
headquarters and rules contained in applicable regulation, including as regards
the New Market regulations.

Paragraph 1 – The overlapping functions of members of the Board of Directors
and Executive Board is permitted, in the form required by law, subject to the
limit mentioned in Paragraph 1, of Article 143, of Law 6.404/76.

Paragraph 2 – The Company and its Board of Directors should, at least once a
year, hold a public meeting with analysts and other interested parties to disclose
information regarding the economic and financial situation, projects and
prospects of the Company.

Paragraph 3 – The Board of Directors are exempt from give bond or any other
security for exercising the position.

14th Article – The Board of Directors shall consist of a minimum of five (5) and a
maximum of eleven (11) members, all shareholders, elected at a General Meeting
for a unified 2 (two)-year term of office and who may be reelected.

Paragraph 1 – The Board of Directors shall have a President and a Vice-President
to be elected from among its members by Shareholders’ Meeting.



                                        23
Paragraph 2 – At least 20% (twenty percent) of the members of the Board of
Directors shall be Independent Directors, according to the definition provided for
in the New Market Regulation. In the event of a fractional number of directors as
a result, due to the compliance with this percentage, the fractional number shall
be rounded off to: the next higher whole number, where the fraction is equal or
higher than 0.5 (five tenths, or (ii) next lower whole number, where the fraction
is lower than 0.5 (five tenths).

Paragraph 3 – For purposes hereof, ― ―Independent Board member‖ shall mean
the member of the Board of Directors who: (i) has no connection with the
Company, except for equity interest, (ii) is not the Controlling Shareholder (as
defined in Article 32, Paragraph 2, letter "a" herein), spouse or second degree
relative of the Controlling Shareholder; is not or has not been over the last 3
(three) years, bound to company or entity related to the Controlling Shareholder,
(iii) has not been over the last 3 (three) years, an employee or officer of the
Company, of the controlling shareholder or of a company controlled by the
Company, (iv) is not a direct or indirect supplier/purchaser of services and/or
products to/of the Company, in such a way that imply loss of independence, (v)
is not an employee or officer of a company or entity that offers or demands
services and / or products to/of the Company, (vi) is not a spouse or second
degree relative of any officer of the Company (vii) receive no compensation from
the Company other than as a Board Director (cash from interest on capital are
excluded from this restriction). The Director who is elected upon faculty
provided for in Article 141, Paragraphs 4 and 5 of Law No 6404/76,is also
considered an Independent Director. His qualification as an Independent Director
shall be expressly stated in the minutes of the General Meeting that elects him.

Paragraph 4 – The investiture of Directors shall be made by term entered in the
Book of Minutes of the Meeting of the Board of Directors along with the
signature of the respective terms of Agreement of the Directors referred to in the
New Market Regulations. The Members of the Board of Directors shall remain in
office and performing their duties until the election of their successors, except as
otherwise resolved by the Shareholders’ General Meeting.

15th Article – The Board of Directors shall meet ordinarily, every 30 (thirty)
days, and, extraordinarily, whenever corporate interests so require, with the
presence of at least half of its members, whenever called by its Chairman, or, in
his absence or incapacity, the Vice President, or by two (2) Directors.


                                        24
Paragraph 1 – Meetings of the Board of Directors shall be chaired by the
Chairman of the Board or, in his absence or incapacity, the Vice-President, or, in
the absence or incapacity of both, by the Director appointed by the majority of
Members present at the meeting.

Paragraph 2 – The call notice for Board of Directors meetings shall be sent by
mail under protocol or Notice of Receipt (AR), or by telegram, fax or email,
always obeying the minimum period of five (5) calendar days in advance. The
meeting shall be considered regular, even in cases where the call notice and / or
the agenda have not been previously provided in accordance with the head, if all
Directors are present, and furthermore, if all Directors set forth in writing on the
minutes of the meeting that the failure to deliver the agenda did not impair their
voting at the meeting. The call notice shall be accompanied by all documents and
supporting materials necessary for Directors to properly form their opinion on the
matters to be discussed at the meeting in question. In exceptional cases, when the
corporate interest so require, call notices for Board of Directors meetings or their
supporting materials may be sent to the Board in less time than stipulated above.
Such notices or materials, however, shall be sent to Directors as soon as possible
within a reasonable time for Directors to properly form their opinion on the
subject in question, stating also the reason for the urgency.

Paragraph 3 – The Board meetings shall be installed with the presence of at least
the majority of its members. The Board members may attend meetings of the
Board of Directors via conference call, video conference or by any other means
of electronic communication that enables Directors identification and
simultaneous communication with all other persons attending the meeting. They
also must confirm their votes through a written statement sent to the secretary of
the meeting by lettler, facsimile or e-mail shortly after the meeting. Once
received the statement, the secretary of the meeting shall be vested with full
powers to sign the minutes of the meeting on behalf of the Director. In addition,
the Director who send his vote by writing to the Chairman of the Board prior to
the start of the meeting shall be considered present at a particular Board of
Directors’ meeting.

Paragraph 4 – The minutes of the Board of Directors’ meetings shall be drawn up
in proper book, and its decisions shall be taken by majority vote of those present.
The Chairman shall have the casting vote in case of a tie.



                                        25
16th Article – The Board of Directors may create committees with specific
purposes, defining their duties, choosing their members and delegating specific
responsibilities to them.

17th Article – The Board of Directors has the duties and powers vested by law to
ensure the smooth operation of the Company and it is within its competence to
resolve on the following subjects:

(a) To establish the general business of the Company;

(b) To approve annual and multi-annual budgets, strategic plans, expansion
projects and investment programs of each division of the Company, as well as
monitor their implementation;

(c) To appraise the Board of Directors’ Report and the Executive Board’s
accounts and resolve on their submission to the Shareholders’ Meeting;

(d) To appraise the quarterly results of Company’s operations;

(e) To approve the Company's By-laws, if it is adopted, which shall provide for
the administrative and operational structure;

(f) To appoint and dismiss Officers, as well as define their competence and
oversee their management;

(g) To distribute among the board the total remuneration fixed at the
Shareholders’ Meeting;

(h) To establish the jurisdiction of the Executive Board and, in the cases defined,
require the prior authorization of the Board of Directors as a condition for
validity of the act, to (i) contract obligations and make investments and
divestitures, (ii) waive rights, compromise and give acquittance, (iii) provide
security, and (iv) acquire, alienate or encumber fixed assets;

(i) To rule on consolidation, spin-off, merger in which the company is a party, as
well as their interest in other companies, through investment or acquisition;

(j) To approve the execution of any contract or assumption of liabilities which
are in excess of R$ 10,000,000.00 (ten million reais), unless expressly provided
for in the Business Plan;

                                        26
(k) To resolve on any restatements, amendments, or additions to shareholders'
agreements and consortia contracts in which the Company participates, as well as
to enter into new agreements and / or consortia contracts that address such
subjects;

(l) To resolve on the issuance of the Company’s shares within the limit of
authorized capital, as provided for by Paragraph 2 of Article V of these Articles;

(m) To resolve on the exclusion or reduction of the preemptive rights of
shareholders in capital increases through sales at the stock exchange or by public
subscription, or by exchanging shares in a takeover bid for control, as provided
by law within the capital limit authorized under Article 8 hereof;

(n) To decide on the issuance of warrants, as provided in Paragraph 3 of Article
V hereof, including the reduction or exclusion of preemptive rights of
shareholders, pursuant to Article 8 of these Articles;

(o) To resolve on the purchase of shares of the Company itself for treasury and /
or subsequent cancellation or sale;

(p) To resolve on the granting of options to purchase or subscription for shares to
officers or employees of the Company or controlling companies, according to
plans approved at Shareholders’ Meeting, pursuant to Paragraph 4 of Article 5
hereof;

(q) To resolve on the issuance of nonconvertible debentures and without
collateral;

(r) To convene Shareholders’ Meetings, stating in advance about any topics on
the agenda;

(s) To decide, ad referendum of the Shareholders’ Meeting, on the payment of
dividends and interests on the shareholders’ equity, including interim dividends
to the account of existing accrued profits or profit reserves;

(t) To elect and dismiss independent auditors;

(u) To define a list containing three firms specialized in economic appraisal of
companies for the preparation of an appraisal report on the company shares in the


                                        27
event of cancellation of registration of the company or delisting from the New
Market;

(v) To resolve on policies to avoid conflicts of interest between the Company and
its shareholders or its directors, as well as to adopt measures deemed necessary in
the event of such conflicts arise, and

(w) To authorize the negotiation, execution or amendment of contract of any kind
or value between the Company and its shareholders, directly or through
intermediary companies.

18th Article – The Company shall have an Executive Board consisted of four (4)
to 11 (eleven) members, of which one (1) Chief Executive Officer and one (1)
Chief Financial Officer, having the other Directors no specific designation, and
whose duties shall be defined by the Board of Directors. One member of the
Executive Board shall act as Director of Investor Relations, pursuant to CVM
regulations and subject to the powers set out in Article 22. The Executive Board
members may be shareholders or not, resident in the country, elected and
dismissed by the Board of Directors at any time.

Paragraph 1 – The Officers’ term of office is one (1) year and may be renewed.
When their commissions expire, Directors shall exercise their duties until the
appointment and investiture of their successors.

Paragraph 2 – The investiture of the Officers shall occur upon term entered in the
Book of Minutes of the Executive Board along with the signatures of their Terms
of Agreement of the Directors, pursuant to New Market Regulations.

19th Article – The Executive Board shall:

(a) abide by the Company’s general business established by the Board of
Directors;

(b) annually prepare and submit the strategic plan, expansion program,
investment plans and the annual budget of the Company and, when required, the
multi-annual budget and their reviews to the Board of Directors;

(c) submit to the Board of Directors all matters for resolution which exceed its
limit of authority;


                                        28
(d) prepare, each year, the Annual Report and Financial Statements to be
submitted to the Board of Directors and, subsequently, at the Shareholders’
Meeting;

(e) develop and propose policies on corporate social responsibility, such as
environment, health, safety and corporate social responsibility to the Board of
Directors and implement the approved policies;

(f) establish and report to the Board of Directors, within the limits as it may
define, the responsibility of each member of the Executive Board to contract
obligations, investments and divestments, guarantees, acquisitions, alienation and
encumbrance of assets, pertaining or not to fixed assets, waiver of rights, conduct
transactions and grant discharges, and authorize the execution of each of these
actions when exceed the scope of individual Officers;

(g) Establish, by observing the scope of authority established by the Board of
Directors for the Executive Board, the responsibility limits along the
administrative structure of the Company.

(h) authorize the opening and closing of branches, agencies, warehouses,
representative offices or any other business in Brazil and abroad.

20th Article - The specific powers below shall be vested in the Chief Executive
Officer, without prejudice to others assigned by the Board of Directors or these
Articles:

(a) To convene and chair meetings of the Executive Board;

(b) To maintain permanent coordination between the Executive Board and the
Board of Directors;

(c) To Comply with and enforce, within his authority, these Articles’ provisions
and the resolutions made by the Executive Board, Board of Directors and
Shareholders’ Meetings.

21st Article - Notwithstanding the opinion of the Board of Directors, the CEO, in
case of incapacity or absence, shall appoint one of the other Officers to replace
him.

22nd Article - In addition to other powers that have been assigned to Investor

                                        29
Relation Officer by the Board of Directors, the Investor Relation Officer shall
provide information to investors, the CVM and the stock exchange or OTC
market where the Company’s securities are negotiated and keep the registration
of the Company in accordance with the applicable rules of the CVM.

23rd Article - Each Director shall be entitled to one vote at the Executive Board’s
Meetings. Decisions are taken by majority vote. The CEO shall have the casting
vote in case of a tie and, also, the right to veto to any resolution passed at
meetings of the Executive Board.

24th Article - Except for the cases specified in paragraphs of this Article, the
Company is validly bound whenever it is represented by:

(a) two officers, jointly;

(b) One Officer jointly with an attorney of the Company, within the limits of the
powers granted;

(c) Only one Director or one attorney, with specific powers, when it comes to
represent it (a) in court, (b) before direct and indirect federal, state and municipal
agencies, (c) when the act to be done is part of the regular business of a division
or area of the Company, provided that such act is committed by the officer
responsible for that division or area or by proxy appointed by such Officer, or (d)
in emergency situations, to safeguard the interests of the Company; and

(d) Two attorneys with specific powers within the limits of the powers granted.

Sole Paragraph - In compliance with the provisions of this Article, the Board of
Directors may fix jurisdictions or specific rules in order to represent the
Company, based on values of liabilities, specific nature of acts to be performed
or other criteria that meets the corporate interest.

25th Article - Acts undertaken by Officers or any of the attorneys, agents or
employees of the Company, which involve the company in business liabilities or
transactions contrary to the company's objectives are expressly prohibited, and
are null and void with respect to the company, such as sureties, endorsements or
any other guarantees in favor of third parties

26th Article – Every power of attorney granted by the Company shall define the
powers and be signed by two Officers and, except those for legal purposes or for

                                         30
representation in administrative proceedings, shall have validity determined.

27th Article - The technical supervision of assembly work will be done by
professional or skilled professionals, registered with the Regional Council of
Engineering, Architecture, Agronomy, who, within their technical
responsibilities, shall enjoy full autonomy, with no subordination of any kind to
Officers who are not engineers.

                               CHAPTER FIVE
                              FISCAL COUNCIL

28th Article – The Fiscal Council shall not operate permanently, only in the years
in which occurs the event provided for in Art. 161 of Law No. 6404/76. It shall
be composed of three members and an equal number of deputy members,
shareholders or not, resident in the country and elected by the Shareholders’
Meeting, which shall determine their compensation.

Paragraph 1 - The Fiscal Council’s members shall have roles and duties
conferred by law and shall be replaced in its impediments, absences or vacancies
by their Surrogates.

Paragraph 2 - The Fiscal Council’s members and their Surrogates shall hold
office from the installation of the Board until the first Shareholders’ General
Meeting held after their election.

Paragraph 3 - The President of the Fiscal Council shall be appointed by the
General Meeting which resolves on the installation of the Board.

                                 CHAPTER SIX
                                 FISCAL YEAR

29th Article - The fiscal year shall begin in January 1st and end on December 31st
of each calendar year. At the end of each fiscal year, the financial statements
shall be prepared in accordance with relevant legal provisions, which shall
include (a) balance sheet, (b) income statement for the year, (c) statement of
changes in equity, (d ) statement of cash flows, (e) statements of value added and
(f) notes to financial statements, which shall be audited by an independent
auditor registered with the Securities and Exchange Commission. Along with the
financial statements, the Board of Directors shall submit proposal on the
allocation to be given to net income to the Shareholders’ General Meeting, in
                                       31
compliance with the provisions hereof and applicable law.

30th Article - Accumulated losses, if any, and the provision for income tax and
social contribution on profits shall be deducted from the net income before any
interest. From the remaining profits the interest to be assigned to Directors shall
be calculated, if the Shareholders’ Meeting so determines, pursuant to Article 10,
Paragraph 2 hereof. Net income for the year will be allocated as follows:

(a) 5% (five percent) shall be applied, before any other allocation, in the Legal
Reserve, which shall not exceed 20% (twenty percent) of capital;

(b) a portion, as proposed by Administrative Bodies, may be allocated to the
formation of Contingency Reserve, pursuant to Article 195 of the Corporations
Act;

(c) a portion, as proposed by administrative bodies, may be withheld based on a
capital budget previously approved pursuant to Article 196 of the Corporations
Act;

(d) a portion shall be earmarked to the payment of the mandatory dividend to
shareholders, subject to the provisions of Article 31;

(e) in the fiscal year in which the mandatory dividend amount, calculated in
accordance with Article 31, exceeds the realized portion of profit, the
Shareholders’ Meeting, upon proposal of the administrative bodies, may allocate
the surplus to the provision of Unrealized Profit Reserve, subject to the
provisions of Article 197 of the Corporations Act, and

(f) a portion, as proposed by the administrative bodies, may be earmarked to
form the Expansion Reserve, subject to the provisions of Paragraph 1 below and
Article 194 of the Corporations Law.

Paragraph 1: The Expansion Reserve has the following characteristics:

(a) Its purpose is to provide resources to finance additional fixed and working
capital and expansion of corporate activities;

(b) shall be allocated to this reserve for each fiscal year the net profit for the year
immediately preceding the corresponding resources on the recommendation of
the Board of Directors, are necessary to meet the purposes of item "a", or are not

                                          32
specifically covered in budget capital, such allocation being subject to the
express approval of shareholders in general meeting;

(c) the maximum limit for Expansion Reserve is 80% (eighty percent) of the
value of the subscribed capital of the Company. The resources that are earmarked
for Expansion Reserve may not exceed 75% (seventy five percent) of adjusted
net income, as provided in Article 202 of the Corporations Law.

Paragraph 2 - The Company may prepare half-yearly balance sheets for the
purposes specified in Article 204 of Law No. 6404/76. If available profits so
allow, at the discretion of the Board of Directors, and upon consultation with the
Board of Auditors, if in operation, half-yearly dividends shall be paid.

Paragraph 3 - Also by resolution of the Board of Directors, after consultation
with the Board of Auditors, if in operation, interim dividends may be declared,
on account of retained earnings or profit reserves existing in the last annual or
half-yearly balance sheet.

31st Article - The shares of capital stock shall receive 25% (twenty five percent)
of net income, calculated by operation of law, as a mandatory dividend for each
fiscal year, leaving the balance available to the Shareholders’ Meeting that,
observing legal requirements, shall resolve on their allocation.

                    CHAPTER SEVEN
  TRANSFER OF CONTROL, CANCELLATION OF REGISTRATION OF
OPEN CAPITAL COMPANY AND DELISTING FROM THE NEW MARKET

32nd Article - The transfer of share control of the Company, directly or indirectly,
whether through a single operation, or through successive operations, shall be
contracted under a precedent or subsequent condition that the acquiring party
shall make the call option for purchase of the remaining shares of other
shareholders of the Company, subject to any conditions and terms provided for in
existing legislation and the rules of the New Market, in order to ensure them
equal treatment given to the seller.

Paragraph 1 - public offering referred to in this article shall also be required: (a)
when onerous assignment of subscription rights or options to acquire shares or
other securities or rights to securities convertible into shares or carrying rights to
subscribe or acquisition, as appropriate, which may result in the sale of the
Company's control, and (b) in case of transfer of control of company(ies) holding
                                         33
Control of the Company, which, in this case, the Controlling Shareholder shall be
obliged to declare to MM&FBOVESPA the value assigned to the Company in
such transaction and provide supporting documentation.

Paragraph 2 - For purposes hereof, capitalized terms shall have the following
meanings:

(a) "Acquiring Shareholder" means any person (including, without limitation,
any natural person or legal entity, investment fund, condominium, portfolio,
universitas juris, or other organization, resident, domiciled or headquartered in
Brazil or abroad), or Shareholder Groups;

(b) "Controlling Shareholder" has the meaning ascribed to it in New Market
Regulations;

(c) "Selling Controlling Shareholder" has the meaning ascribed to it in the New
Market regulations;

(d) "Outstanding Shares" has the meaning ascribed to it in the New Market
regulations;

(e) "Control" (as well as related terms, "Control Power", "Controller" and "under
common control" or "Controlled Company") means the power effectively used to
guide, directly or indirectly, corporate businesses as well as the functioning of
the bodies of the Company, of fact and at law. There is a presumption of
ownership of control in relation to person or group of people bound by a
shareholders' agreement or under common control ("control group") who holds
shares that have guaranteed an absolute majority of votes for shareholders
present at the last three Shareholders’ General Meetings of the Company, even
though the person of group of people is not owner of the shares that would
guarantee the absolute majority of the voting capital.

(f) The "Diffuse control" - means the Control Power exercised by a shareholder
holding less than 50% (fifty percent) of the capital. It also means the control
power exercised by shareholders who, jointly, hold above 50% (fifty percent) of
capital and each individual shareholder holds less than 50% (fifty percent) of
capital, provided that these shareholders are not parties to a voting agreement, are
not under common control and nor represent a common interest.

(g) "Derivatives" means any derivatives to be settled in shares issued by the
                                        34
Company and / or upon payment in currency, exchange-traded, organized market
or privately, which are referenced in stocks or other securities issued by the
Company.

(h) "Shareholder Group" - means the group of two or more persons who are (a)
bound by contracts or agreements of any nature, including shareholder
agreements, oral or written, either directly or through Controlled, Controlling or
Under Common Control companies (b) among which there is a relationship of
control, either directly or indirectly, or (c) under common control, or (d) act by
representing a common interest. As persons representing a common interest are
included, without limitation, (i) a person holding, directly or indirectly, a stake
equal to or greater than 15% (fifteen percent) of the capital stock of another
person, and ( ii) two persons having a third investor who holds, directly or
indirectly, a stake equal to or greater than 15% (fifteen percent) of the capital of
two people. Any Joint ventures, funds or investment clubs, foundations,
associations, trusts, condominiums, cooperatives, portfolios, universitas juris, or
any other form of organization or undertaking, made in Brazil or abroad shall be
considered part of a same group of shareholders whenever two or more such
entities: (x) are controlled or managed by the same entity or parties related to the
same legal entity, or (y) have in common the majority of their directors.

(i) "Other Corporate Rights" means (i) usufruct or trust on the shares of the
Company, (ii) options to purchase, subscription or exchange, that may result in
the acquisition of shares of Company, or (iii) any other law to ensure, on a
permanent or temporary basis, political rights or property rights of a shareholder
on shares of the Company.

(j) "Economic Value" has the meaning ascribed to it in the New Market
Regulations.

33rd Article – The one who already holds shares of the Company, Derivatives or
other Corporate Rights and becomes acquirer of its Control Power, due to a
private stock purchase agreement entered into with the Controlling Shareholder,
by means of any amount of shares, shall:

(a) Carry out the public offering referred to in the article above;

(b) Reimburse the shareholders who had bought shares on the stock exchange
within 6 (six) months prior to the sale of Control, by paying the difference

                                         35
between the price paid to the Selling Controlling Shareholder and the amount
paid on the stock exchange for shares of the Company during this period, duly
adjusted by IGP-M/FGV to the date of payment; and

(c) Take reasonable measures to restore the minimum percentage of 25% (twenty
five percent) of the total of the outstanding shares of the Company, within 6 (six)
months following the acquisition of Control.

34th Article - Any Purchasing Shareholder that acquires or becomes the holder of
shares of the Company in amounts equal to or greater than 20% (twenty percent)
of total shares issued by the Company shall, within sixty (60) days from the date
of acquisition or event that resulted in the ownership of shares in an amount not
less than 20% (twenty percent) of total shares issued by the Company, carry out
or apply for registration, as appropriate, of a takeover bid of all shares issued by
the Company, observing the provisions of CVM applicable regulations, the New
Market regulations, other regulations of MB&FBOVESPA and the terms of this
Article.

Paragraph 1 - The TAKEOVER BID must be: (i) directed equally to all
shareholders of the Company, (ii) effected at an auction to be held on
BM&FBOVESPA; (iii) launched at the price determined in accordance with the
provisions of this Article, Paragraph 2; and (iv) provide for payment of the
purchase price of the shares in the offer in cash or in local currency and against
the acquisition of the Company’s shares in the takeover bid.

Paragraph 2 - The purchase price for each share issued by

(a) The Economic Value of the share, set in an appraisal report prepared in
accordance with and following the provisions in Article 38 hereof;

(b) 125% (one hundred twenty percent) of the amount corresponding to the
highest monthly average price of shares of the Company in trading on the
BM&FBOVESPA weighted by daily trading volume in the 12 (twelve) months
preceding the date on which the participation percentage of the Acquiring
Shareholder meet the threshold set in the head of this article or on the date of
acquisition of such disclosure to the markets, whichever occurs first, or

(c) the highest price paid by the Acquiring Shareholder, during the period of 24
(twenty four) months prior to the takeover bid, for a share or lots of shares issued
by the Company.
                                        36
Paragraph 3 - The takeover bid referred to in this article do not exclude the
possibility of another shareholder of the Company or, if applicable, the Company
itself, make a competing bid, pursuant to applicable regulations.

Paragraph 4 - The takeover bid referred to in the head of this article may be
waived by vote of shareholders at a general meeting specially convened for this
purpose, provided that this Meeting is attended by shareholders representing at
least 30% (thirty cent) of the Company's capital.

Paragraph 5 - The Acquiring Shareholder shall meet any requests or
requirements of CVM regarding the takeover bid, within the time limits provided
for in applicable regulations.

Paragraph 6 - In the event that the Acquiring Shareholder fails to comply with
the obligations imposed by this Article, including in respect to meeting the
deadlines for (i) making or applying for takeover bid registration, or (ii)
complying with any CVM’s requests or requirements, the Board of Directors of
the Company shall convene an Extraordinary General Meeting, at which the
Acquiring Shareholder shall not vote, to resolve on the suspension of the exercise
of rights of the Acquiring Shareholder who failed to comply with any obligation
imposed by this article, as provided in Article 120, of Law No. 6404/76.

Paragraph 7 - Any Purchasing Shareholder that acquires or becomes the holder
of other rights, including (i) Other Corporate Rights to amount equal to or greater
than 20% (twenty percent) of total shares issued by the Company or which may
result in the acquisition of shares issued by the Company in an amount not less
than 20% (twenty percent) of total shares issued by the Company, or (ii)
Derivatives (a) giving the right to shares of the Company representing 20%
(twenty percent) or more of the shares of the Company, or (b) giving the right to
receive an amount corresponding to 20% (twenty percent) or more of the shares
of the Company, shall, within sixty (60) days from the date of such acquisition or
event, make or apply for registration, as the case may be, of a takeover bid, as
described in this article.

Paragraph 8 - The takeover bid, referred to in the head of this article, made by a
Purchasing Shareholder shall be automatically waived when such Purchasing
Shareholder is required to conduct the takeover bid mentioned in Article 32
above.


                                        37
Paragraph 9 - The provision of this Article shall not apply in the event a person
becomes holder of shares of the Company in excess of 20% (twenty percent) of
total shares issued due to (i) merger of another company by the Company, (ii) the
merger of shares of another company by the Company, (iii) the cancellation of
treasury shares, (iv) merger of the Company (or its shares) by another company,
(v) public or private offer formulated by the Company involving exchange of
shares or (vi) subscription of shares of the Company held on single primary
public issue, which has been approved at a Shareholders’ General Meeting of the
Company, convened by its Board of Directors, whose proposal for a capital
increase has determined the pricing of shares issued on the basis of economic
value derived from an economic and financial appraisal of the Company carried
out by specialized entity or firm with proven experience in evaluating open
capital companies.

Paragraph 10 - For purposes of calculating the percentage of 20% (twenty
percent) of total shares issued by the Company described in the head of this
article, involuntary increases in equity interests resulting from the cancellation of
treasury shares or from reduction of Company’s capital by means of cancellation
of shares shall not be taken into account.

35th Article - The Company shall not register on its books:

(a) Any transfer of ownership of its shares to the purchaser(s) of Company’s
Control Power or to those who will hold the Control Power until this/these
shareholder (s) subscribe the Controllers’ Term of Agreement referred to in the
New Market Regulation, and

(b) Shareholders' agreement that provides for the exercise of Control Power, until
its signatories sign the Controllers’ Term of Agreement referred to in letter "a"
above.

36th Article - In the takeover bid to be made by the Controlling Shareholder or
the Company for cancellation of company registration, the minimum price to be
offered shall correspond to the Economic Value in the appraisal report mentioned
in Article 38 hereof.

37th Article - Application for cancellation of company registration with the CVM
and the delisting from the New Market must be approved by Shareholders’
Meeting.

                                         38
Sole Paragraph - If delisting from the New Market is approved, whether for
registration of shares to be listed for trading outside the New Market, or for
corporate reorganization in which the resulting company is not admitted to
trading on the New Market, the shareholder(s) that holding the Company’s
Control Power shall make a public offer to acquire the shares belonging to other
shareholders of the Company, at least by the Economic Value of shares,
calculated on an appraisal report referred to in Article 38 hereof, observed in
both cases, the conditions provided in applicable law and in the New Market.

38th Article - The appraisal report referred to in Articles 34, 36 and 37 hereof
shall be prepared by a specialized institution or firm with proven experience and
independence regarding the decision power of the Company, its directors and
controllers. The report shall also meet the requirements of Article 8, Paragraph 1
of Law No. 6404/76, as well as have the responsibility provided for in Article 8,
Paragraph 6 of Law No. 6404/76. Selection of the institution or specialized firm
responsible for determining the economic value of the Company is the exclusive
competence of the Shareholders’ Meeting, after submission of triple list by the
Board of Directors. The respective resolution, not counting blank votes, shall be
taken by majority vote of shareholders, representing outstanding shares, present
at a general meeting to deliberate on the subject which, if on first call, shall be
attended by shareholders representing at least 20% (twenty percent) of total
outstanding shares or which, if on second call, may count on the presence of any
number of shareholders representing the outstanding shares. The costs of
preparing the report shall be fully borne by the offering party.

39th Article - In case of Diffuse control:

(a) Whenever the cancellation of open capital company registration is approved
at Shareholders’ General Meeting, the public offer of shares shall be effected by
the Company itself, and in this case, the Company may acquire shares held by
the shareholders who voted for the cancellation of registration at General
Meeting only after having acquired the shares of other shareholders who have
voted against that resolution and have accepted the tender offer;

(b) Whenever the delisting from the New Market is approved at General
Meeting, whether for registration for trading of shares outside the New Market or
for corporate reorganization as provided for in clause in Sole Paragraph of
Article 37 hereof, the public offering for acquisition of shares shall be effected
by the shareholders who voted for said resolution in the General Meeting.

                                         39
40th Article - In case of Diffuse Control and BM&FBOVESPA determines that
the prices of securities issued by the Company are disclosed separately or that
securities issued by the Company are suspended from being traded on the New
Market on grounds of breach of obligations under New Market Regulation, the
Chairman of the Board of Directors shall convene, within 02 (two) days as of
determination, being considered only the days when the newspapers regularly
used by the Company circulate, an Extraordinary General Meeting to replace the
entire Board of Administration.

Paragraph 1 - If the Extraordinary General Assembly referred to in the head of
this article is not convened by the Chairman of the Board of Directors in good
time, the meeting may be called by a shareholder of the Company.

Paragraph 2 - The new Board of Directors elected at an Extraordinary General
Meeting referred to in the head and in Paragraph 1 of this article shall cure the
breach of the obligations set out in New Market regulations as soon as possible
or by the deadline granted by the BM & FBOVESPA for this purpose, whichever
is sooner.

41st Article - In case of Diffuse Control and the delisting from the New Market
occurs because of failure to fulfill any obligation under the New Market
regulations:

(a) if the noncompliance results from resolution at General Meeting, the public
offer of shares shall be effected by the shareholders who voted for the resolution
that resulted in the breach, and

(b) if the failure to comply with such obligations results from acts or facts
originated from the Company's Board of Directors, it shall make a public offer
directed to all shareholders to acquire shares for cancellation of company’s
registration. If the maintenance of the Company’s registration as an open capital
company is approved at general meeting, the takeover bid shall be made by the
shareholders who voted for the resolution.

42nd Article - The formulation of a single tender offer, aiming to more than one
of the purposes specified in this Chapter VII, in New Market regulations or in the
regulation issued by CVM, is allowed, provided it is possible to conform the
procedures of all types of a takeover bid and there is no damage to the recipients
of the offer and authorization is obtained from CVM when required by

                                       40
applicable law.

43rd Article - The Company or the shareholders responsible for conducting the
tender offer referred to in Chapter VII, in New Market regulation or the
regulation issued by the CVM may ensure its execution by any shareholder, third
party and, as appropriate, by the Company. The Company or the shareholder, as
the case may be, is not exempt from the obligation to make a takeover bid until it
is completed in compliance with the applicable rules.

Sole Paragraph - Notwithstanding the provisions of Articles 34, 35, 36, 42 and
the head of this Article 43 hereof, the provisions of the New Market regulations
prevail in the event of damage to the rights of recipients of the offers mentioned
in such articles.

44th Article - Any shareholder or group of shareholders is required to disclose,
upon notice to the Investor Relations Officer of the Company, the acquisition of
shares, which should contain the information specified in Article 12 of CVM
Instruction No. 358/2002, which, added to those already acquired, exceed 5%
(five percent) of the capital of the Company.

Paragraph 1 - In addition to the head of this paragraph, the date on which the
Control of the Company becomes qualified as a Diffuse Control, any Purchasing
Shareholder that directly or indirectly reach interest in outstanding shares lower
than 5% (five percent) of the capital of the Company, and wishes to make a new
acquisition of outstanding shares, shall (i) carry out each new purchase at
BM&FBOVESPA, being prohibited private negotiations or in the OTC market,
(ii ) before each new acquisition, give written notice to the Investor Relations
Officer of the Company and the Floor Trading Officer on the BM &
FBOVESPA, through the broker to be used to acquire the shares, about the
amount of Outstanding Shares to be purchased in at least 3 (three) business days
prior to the date for completion of the new acquisition of shares, so that the
BOVESPA’s Floor Trading Officer may previously call a purchase auction to be
held on Floor of BM & FBOVESPA which may involve third parties and / or the
Company itself, always object to the terms of applicable legislation, in particular
the applicable regulations of the CVM and BM & FBOVESPA.

Paragraph 2 - In the event the Acquiring Shareholder fails to comply with the
obligations imposed by this Article, the Board of Directors of the Company shall
convene an Extraordinary General Meeting, at which the Acquiring Shareholder

                                        41
shall not vote, in order to deliberate on the suspension of the rights of the
Acquiring Shareholder, as provided for in Article 120 of Law 6404/76, without
prejudice to the responsibility of the Purchasing Shareholder for damages caused
to other shareholders as a result of noncompliance with the obligations imposed
by this Article.

45th Article - Any provisions of Chapter VII may be amended only at the
discretion of the Company's shareholders at a General Meeting, under the
provisions of the sole paragraph below.

Sole Paragraph - The General Meeting referred to in the head shall be convened
within 30 (thirty) days prior to the first call notice. If the minimum quorum
required by Art. 135 of Law 6404/76 is not met, the General Meeting shall be
convened again within at least 15 (fifteen) days and, if so, it shall be deemed
legally held with the presence of shareholders representing at least 30% of
capital. If the said minimum quorum is not met at first nor at second call, the
matters of the agenda shall be deemed rejected..

46th Article - the Shareholders’ General Meeting shall resolve on everything else
or situations not referred to in these Articles, which shall also be governed in
accordance with the provisions of Law No. 6404/76.

                          CHAPTER EIGHT
            DISSOLUTION, LIQUIDATION AND TERMINATION

47th Article - The Company shall be dissolved in cases specified by law, and the
General Meeting shall establish the form of liquidation by appointing the
liquidator or liquidators and nominating the Board of Auditors, which shall
operate during the liquidation period until its closure and consequent termination
of the Company.

                                CHAPTER NINE
                                ARBITRATION

48th Article - The Company, its shareholders, directors and members of the
Board of Auditors agree to resolve through arbitration any dispute or controversy
that may arise among them, related to or arising in particular from the
application, validity , effectiveness, interpretation, breach, and their effects, of
the provisions of Law No. 6404/76, the Articles of Incorporation, the rules issued
by the National Monetary Council, the Central Bank of Brazil and the Brazilian
                                        42
Securities Exchange Commission as well as other rules concerning the operation
of capital markets in general, beyond those contained in the Rules of the New
Market, the Participation Agreement of New Market and the Arbitration Rules of
the Market Arbitration Chamber, established by BM&FBOVESPA, in
accordance with their respective Rules of Arbitration, being the parties allowed
to, under that same regulation, choose another arbitration chamber to resolve
their disputes.

                               CHAPTER TEN
                              MISCELLANEOUS

49th Article - The Company, through its Directors, shall give effect to the
shareholder agreements filed with its headquarters, subject to the provisions of
Article 38 hereof, abstaining from registering any transfer of shares contrary to
its terms. For all purposes, the votes cast against the terms of shareholders'
agreements so filed shall not be valid at any Shareholders’ Meeting, and the
Chairman of the board shall abstain from computing them.




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