At least once a year, as per Brazilian law, the quotaholders and shareholders should hold the Annual Quotaholders General Meeting or the Annual Shareholders General Meeting, as the case may be, for the purposes of approving the administrators’ acts, approving the companies’ financial statements, electing or reelecting officers and determining the allocation of profits or losses of the previous fiscal year. Also, such meetings can include other deliberations, if deemed necessary.

Article 1,078 of the Brazilian Civil Code (Brazilian Federal Law No. 10,406/02) and Article 132 of the Corporation´s Law (Brazilian Federal Law No. 6,404/76) state that the quotaholders or shareholders are obligated to hold the Annual Quotaholders General Meeting or the Annual Shareholders General Meeting in the four months following the end of the fiscal year. Except if otherwise established, the fiscal year coincides with the civil year (i.e., beginning on January 1 and ending on December 31). Thus, it is possible to affirm that, on most cases, the aforementioned meetings should be held until April 30 of each year.

The Annual Quotaholders General Meeting and the Annual Shareholders General Meeting should be formalized by means of a minute of such meetings, which, after being properly prepared, should be registered in the Registry of Commerce or in other competent authority, as the case may be, in order to be enforceable against third parties.

It should be noted that the Brazilian corporations must follow regulatory obligations related to the publication of the financial statements prior to the Annual Shareholders Meeting.

Finally, it is important to note that the approval of the financial statements by the quotaholders and shareholders releases the officers and directors from the responsibilities for their actions in the previous fiscal year, except in case of error, willful misconduct, fraud or simulation. As a result, such approvals are relevant and necessary to safeguard and mitigate the directors’ and officers’ liabilities, as well as to legally justify the allocation of profits or losses accrued during the previous fiscal year.