Governance Structure
Structure Operation


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Board of Directors
| Luis Terepins |
Chairman (Independent) |
2009 |
| José Lucas Ferreira de Melo |
Vice-Chairman (Independent) |
2009 |
| Luis Guilherme Ranchel Soares |
Board Advisor (Independent) |
2009 |
| Marcelo Marques Moreira Filho |
Board Advisor |
2009 |
| Giovanni Guido Cerri |
Board Advisor (Independent) |
2009 |
| Alvaro Largura |
Board Advisor |
2009 |

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Luis Terepins |
Chairman (Independent) |

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Mr. Terepins was the founding partner and CEO of Têxil Matec Company, one of the leaders in the industrial textiles segment and synthetic leather. |

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He was the founding partner and member of the Board of Directors of EVEN Construtora e Incorporadora S.A, one of the biggest constructors companies in São Paulo. |

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Since 2002 Mr. Terepins is the Managing and Human Resources Director of AACD, one
philanthropic company that works for the healthiness and happiness of people who has physical deficiency. |

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From 1997 to 2005 Mr. Terepins was the Chairman of Pólo Moda Moll. |

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Mr. Terepins is graduated in Civil Engineer by Mackenzie University and post-graduated in
Finances by Getúlio Vargas Fundation. |

José Lucas Ferreira de Melo |
Vice-Chairman (Independent) |

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From 1999 to 2009 Mr. Lucas worked in Unibanco. Hired as Executive Director, he was the
responsible for the inside audit directors. Besides, he participated in all acquisitions projects
in the bank in the last years and from 2002, he assumed the position of Accountability
Executive Director and Investor Relations Director. From 2003 to 2009 Mr. Lucas was one
of the 4 members of the executive directors of Unibanco Holdings S.A. Member of the
managing board of Instituto Unibanco from 2004 to 2007. |

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From 1997 to 1998 Mr. Lucas was a partner of Global Control, a financial consulting
company. |

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Mr. Lucas worked at Price Waterhouse starting as a trainee in the audit office in Brasília.
When he moved to São Paulo, Mr. Lucas acted as senior, supervisor, manager, director and
partner of audits in a lot of companies, for example São Paulo Alpargatas, Metal Leve,
Ripasa, Q-Refres-ko and Pão de Açúcar Group. From 1991 he was the “Risk Management
partner”. In the end of 1997 Mr. Lucas was designed as Partner in Charge (PIC) of a new
inside department in PW. |

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From 1996 to 1997 Mr. Lucas was the Chairman of the National Committee of Audits Rules. |

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From 2001 to 2002 Mr. Lucas was the Audit Sector and Compliance Director of FEBRABAN
– Brazilian Banks Federation. Besides he was the alderman of São Paulo Against the
Violence Institution. From 2005 to 2007 he became the executive Director of FEBRABAN. |

Luis Guilherme Ronchel Soares |
Board Advisor |

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Since 2005 Mr.Soares is a partner and the responsible for the research team from SKOPOS
ADM DE RECURSOS. |

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From 2002 to 2005 Mr. Soares leaded the research team and the investments committee
from Prima Investments. Besides that he was the responsible for the assets portfolio of the
company. |

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From 1996 to 2002, Mr.Soares worked in Banco Matrix as buy side analyst and with
Matrix Geo Summit Fund Manager. Member of the investment committee from 2000 to
2001. He was the responsible for the proprietary table from Banco Matrix. |

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From 1995 to 1996 Mr.Soares was treinee in Asset Management in Banco Interamerican
Express – S.R.L. |

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Mr.Soares has a bachelor´s in Production Engineer by Escola Politécnica (University of São Paulo). |

Marcelo Marques Moreira Filho |
Board Advisor |

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Ex-member of the Board of Directors of Fotoptica, Casa do Pão de Queijo, Camelot
Publishing House and Casa Cor. |

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He has a Bachelor´s degree in Economics by Rio de Janeiro Federal University;From 2008 to 2009 Mr. Marcelo was the Chairman of TIBA Agro, one of the biggest companies of agricultural land in Brazil. |

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From 1999 to 2008 he worked in DASA, starting as Finances Director, from 1999 to 2000.
After that Mr. Marcelo passed to Expansion Director for the next two years. From 2002 to
2005 he was the Finances and Market Relation Director and finally he came to Chairman
and Market Relation Director, from 2005 to 2008; |

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From 1997 to 2004 Mr. Marcelo was the Private Equity partner and member of the
investments Board of Banco Pátria. |

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From 1997 to 1998 Mr. Marcelo was the Finances Director of Fotoptica (SP). |

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From 1997 to 1998 Mr.Marcelo was the Planning Manager of Drogasil. |

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From 1991 to 1994 he was the Audit Senior from Arthur Andersen Company located in Rio
de Janeiro Estate. |

Giovanni Guido Cerri |
Board Advisor (Independent) |

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General Director of São Paulo Cancer Institute; |

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Chairman of the Board of Hospital das Clinicas (HC) Radiology Institute; |

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Chairman of the World Federation for Ultra-Sound in Medicine and Biology (WFUMB) and member of the Hospital Sirio Libanes Board of Directors; |

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He was also Director of the College of Medicine of São Paulo University and Chairman of the Deliberative Council of Hospital das Clínicas; |

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University of Alabama has granted upon Mr. Giovanni Guido Cerri the MD degree in 1976 with specialization in Ultra-Sound and Computerized Tomography and he holds a PhD in Radiology from the São Paulo University. |

Alvaro Largura |
Board Advisor |

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Ex Technical Director of Laboratorio Alvaro; |

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Graduated in Pharmacy and Biochemistry by Santa Catarina Federal University, PhD in Clinical Analysis by São Paulo University and MBA in Marketing and Administration by FGV. |
Fiscal Council
Our Fiscal Council is not a permanent body, but may be installed by the General Meeting upon the request of shareholders who, together, must hold at least 10% of the common shares. Council members have a mandate, which runs from the first Ordinary General Meeting subsequent to its installation. When installed, the Council will comprise from three to five members and an equal number of substitute members.
The Fiscal Council's primary responsibility is to supervise management activities, analyze the Company's financial statements and to report its findings to the shareholders.

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