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FLEURY S.A.

Public Company

NIRE 35.300.197.534

CNPJ/MF nº 60.840.055/0001-31

MINUTE OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING

HELD ON JULY 21, 2010

1. Date, time and place: Held on July 21, 2010 at 10:00 a.m., at the Company’s

headquarters located at Av. General Valdomiro de Lima, 508, Jabaquara.in the city of São

Paulo, in the state of São Paulo.

2. Convening: Convening notice published in the newspaper “Diário Oficial do Estado

de São Paulo”, on July 03, 06 and 07, 2010, pages 13, 11, 23 respectively, and in the

newspaper “Jornal da Tarde” on July 03, 06 and 07, 2010, pages 3B, 6B and 6B

respectively.

3. Documents: The management proposal containing the information related to the

subject concerned in the order of the day was made available in the Company’s

headquarters and archived at CVM (“Comissão de Valores Mobiliários”) and BM&FBovespa

S.A. (“Bolsa de Valores, Mercadorias e Futuros”), under the terms of Instruction CVM n. 481

of December 17,.2009.

4. Attendance: Shareholders representing 81.52% of the Company’s capital, pursuant

to the signatures in the Shareholders Attendance Register, and members of the Company

management, Mr. Fabio Tadeu Marchiori Gama and Mr. Wilson Pedreira Leite Junior.

5. Chair: The meeting was chaired by the president of the Board of Directors, Mr.

Aparecido Bernardo Pereira. Mr. José Gilberto Henriques Vieira was the secretary.

6. Order of the Day: to deliberate on:

(i) Confirm the resignation of Mr. Heráclito de Brito Gomes Junior of his position as a

member of the Board of Directors of the Company

(ii) Election of 1 (one) Director and 1 (one) surrogate member for the Board of

Directors.

(iii) Modification of Article 18, letter “p” of the Bylaws of the Company

(iv) Consolidation of the Bylaws of the Company in order to reflect the change

mentioned above in the item “iii”.

7. Resolutions: the president of the Board of Directors submitted for the consideration

and resolution of the present shareholders the issues listed in the order of the day:

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(i) CONFIRM fully and without reservations, by all shareholders present at the

Meeting, the resignation of Mr. Heráclito de Brito Gomes Junior of his position as

a member of the Board of Directors of the Company.

(ii) APPROVE by the majority of the present shareholders, the election of Mr. Márcio

Serôa de Araújo Coriolano, Brazilian, divorced, economist, holder of identity card

RG No. 2686957-8 and CPF / MF under No. 330.216.357-68, resident and

domiciled in the city of Rio de Janeiro, Rua Barão de Itapagipe, 225, Rio

Comprido, to the position of Director of the Board of Directors. Mr. Coriolano`s

qualifications are described in his curriculum detailed in the Annex I of this minute.

Considering that Mr. Márcio Serôa de Araújo Coriolano held the position of surrogate

member of the Board of Directors, and that he was elected in this meeting to the

position of Director, a new surrogate member must be elected.

Thus, the majority of the present shareholders, decided to APPROVE the election of

Mr. Manoel Antonio Peres, Brasilian, married, physician, holder of identity card RG

No. 8.014.301.397 SSP/RS and CPF / MF under No. 033.833.888-83, resident and

domiciled in the city of Rio de Janeiro, Rua Barão de Itapagipe, 225, Rio Comprido, to

the position of Surrogate Member of Mr. Márcio Serôa de Araújo in the Board of

Directors. Mr. Coriolano`s qualifications are described in his curriculum detailed in the

Annex I of this minute.

The members elected will complete the current mandate that expires at the Annual

General Meeting, to deliberate about the accounts of fiscal year ended on December

31, 2010.

The tenure of the director and surrogate member of the Board of Directors hereby

elected depends on (i) the signature of the respective Instrument of Investiture drawn

up in the official book; (ii) the presentation of the “Statement of No Impediment”, under

the terms of the applicable law; and (iii) the fulfillment of all legal requirements.

Considering the election approved in this item ii, the Company’s Board of Directors is

now composed by the following members, being 9 (nine) directors and 2 (two)

surrogate members:

- President of the Board of Directors: Aparecido Bernardo Pereira, Brazilian, married,

physician, resident in the city of São Paulo, State of São Paulo, Rua Cassiano Ricardo,

496, Jardim Cordeiro, and domiciled at Avenida General Valdomiro de Lima, 508,

Jabaquara, in the city of São Paulo, State of São Paulo, holder of identity card RG No.

3.190.395 SSP/SP and CPF / MF under No 218.545.488-91;

- Vice President of the Board of Directors: José Gilberto Henriques Vieira, Brazilian,

married, physician, resident in the city of São Paulo, State of São Paulo, Rua Edson,

1469, apto. 161, and domiciled at Avenida General Valdomiro de Lima, 508,

Jabaquara, in the city of São Paulo, State of São Paulo, holder of identity card RG No.

3.696.889 SSP/SP and CPF / MF under No 526.744.368-91;

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- Director: Ewaldo Mario Kuhlmann Russo, Brazilian, married, physician, resident in

the city of São Paulo, State of São Paulo, Rua Otávio Tarquinio de Souza, n. 1203, and

domiciled at Avenida General Valdomiro de Lima, 508, Jabaquara, in the city of São

Paulo, State of São Paulo, holder of identity card RG No. 4.156.356 SSP/SP and CPF /

MF under No 184.320.008-25;

- Director and CEO of the Company: Mauro Silvério Figueiredo, Brazilian, married,

physician, resident in the city of São Paulo, State of São Paulo, Avenida Horacio Lafer,

555, and domiciled at Avenida General Valdomiro de Lima, 508, Jabaquara, in the city

of São Paulo, State of São Paulo, holder of identity card RG No. 11.621.057 SSP/SP

and CPF / MF under No 045.083.978-83;

- Director: Milton Almicar Silva Vargas, Brazilian, married, physician, resident in the

city of Santana do Parnaíba, State of São Paulo, Alameda Sidney, 362, Residencial II,

Tamboré, and domiciled at Avenida General Valdomiro de Lima, 508, Jabaquara, in the

city of São Paulo, State of São Paulo, holder of identity card RG No. 7.006.035.096

SSP/RS and CPF / MF under No 232.816.500-15 and his respective Surrogate

Member: Samuel Monteiro dos Santos Junior, Brazilian, married, lawyer, resident in

the city of São Paulo, State of São Paulo, Avenida Paulista, nº 1415, parte, Bela Vista,

holder of identity card RG No. 2700826 IFP/RJ and CPF / MF under No 032.621.977-

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- Director: Márcio Serôa de Araújo Coriolano, Brazilian, divorced, economist, resident

and domiciled in the city of Rio de Janeiro, Rua Barão de Itapagipe, 225, Rio

Comprido, holder of identity card RG No. 2686957-8 and CPF / MF under No.

330.216.357-68 and his respective Surrogate Member: Manoel Antonio Peres,

Brasilian, married, physician, resident and domiciled in the city of Rio de Janeiro, Rua

Barão de Itapagipe, 225, Rio Comprido, holder of identity card RG No. 8.014.301.397

SSP/RS and CPF / MF under No. 033.833.888-83;

- Independent member: Luiz Carlos Vaini, Brazilian, married, accountant, resident and

domiciled in the city of São Paulo, State of São Paulo, Rua Princesa Isabel, 1152, apt.

81, Brooklin Paulista and domiciled at Avenida General Valdomiro de Lima, 508,

Jabaquara, in the city of São Paulo, State of São Paulo, holder of identity card RG No.

3.146.370 SSP/SP and CPF / MF under No. 039.358.688-04;

- Independent member: José Paschoal Rossetti, Brazilian, married, economist,

resident in the city of Penápolis, State of São Paulo, Rua dos Ipês, 230, and domiciled

at Avenida General Valdomiro de Lima, 508, Jabaquara, in the city of São Paulo, State

of São Paulo, holder of identity card RG No. 2.844.865-0 SSP/SP and CPF / MF under

No. 016.391.880-53;

- Independent member: Marcelo Pereira Malta de Araujo, Brazilian, married,

engineer, resident in the city of São Paulo, State of São Paulo, Rua Chibata Miyakoshi,

nº 300, apto 18-C, and domiciled at Avenida General Valdomiro de Lima, 508,

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Jabaquara, in the city of São Paulo, State of São Paulo, holder of identity card RG No.

04.176.539-7 IFP/RJ and CPF / MF under No. 789.050.797-68.

(iii) APPROVE fully and without reservations, by all shareholders present at the

Meeting, the change in article 18, letter “p” of the Company Bylaws, to the

following text:

“Article 18 – The following are attributions that fall primordially to the Board of Directors, additionally to the matters set forth by article 142 of the Stock Corporations Act: (…) (p) to deliberate on acquisition, transfer and encumbrance of securities or real estate held among the Company's fixed assets, and also set up real property liens involving individual values surpassing one percent (1%) of the audited shareholders' equity of the preceding fiscal year. For operations whose value amounts to less than one percent (1%) of the Shareholders' Equity, approval shall be a responsibility of two Officers jointly, unless a lower limit is established by the Board of Directors;”

(iv) APPROVE fully and without reservations, by all shareholders present at the

Meeting, the Consolidation of the Bylaws of the Company in order to reflect the

change mentioned in the item “c” above.

8. Draft and Publication of Minutes: Approved fully and without reservations the

drafting of this minute in summary form, pursuant to Article 130, paragraph 1 of Law 6.404/76

and its publication without the signatures of the shareholders present, according to article

130, paragraph 2 of Law 6404/76.

9. Closing: With no further matters on the agenda, this meeting was closed. These

minutes were draft, having been read, approved, and signed by all. São Paulo, July 21,

2010. AA. Board of Directors: Mr. Aparecido B. Pereira – President; Mr. José Gilberto H.

Vieira - Secretary. Shareholders: 1) Integritas Participações S/A p. José Gilberto Henriques

Vieira e Caio Márcio Figueiredo Mendes; 2) Aparecido Bernardo Pereira; 3) José Gilberto

Henriques Vieira; 4) American Funds Insurance Series - Global Small Capitalization Fund; 5)

Ametek Inc, Employees Master Retirement Trust, The Bank of New York as Trustee; 6) Artio

International Equity Fund; 7) Artisan Emerging Markets Fund; 8) College Retirement Equities

Fund; 9) Commonwealth of Pennsylvania Public School Employees Retirement System; 10)

Elfun Diversified Fund; 11) Emerging Markets Small Capitalization Equity Index Non-

Lendable Fund B; 12) Emerging Markets Small Capitalization Equity Index Non-Lendable

Fund;13) Employees Retirement System of the State of Hawaii; 14) EQ Advisors Trust:

EQ/International Growth Portfolio; 15) Fairfax County Employees Retirement System; 16)

Fidelity Emerging Markets Fund; 17) Fidelity Funds – Latin America Fund; 18) Fidelity Global

Disciplined Equity Fund; 19) Fidelity Institutional Funds ICVC – Select Emerging Markets

Equities Fund; 20) Fidelity International Disciplined Equity Fund; 21) Fidelity Institutional

Funds ICVC – Select Emerging Markets Equities Fund; 22) Fidelity Investment Trust: Fidelity

Total International Equity Fund; 23) Fidelity Overseas Fund; 24) Forward Emerging Markets

Fund; 25) Ge Asset Management Canada Fund - Emerging Markets Equity Section; 26) Ge

Funds; 27) Ge Institutional Funds; 28) Ge Investments Funds, Inc.; 29) General Electric

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Pension Trust; 30) John Hancock Trust Core Allocation Plus Trust; 31) John Hancock Trust

Health Sciences Trust; 32) Lucent Technologies Inc. Master Pension Trust; 33) Massmutual

Select Small Cap Growth Equity Fund; 34) MFS Diversified Target Return Fund; 35) MFS

International New Discovery Fund; 36) MFS Meridian Funds - Emerging Markets Equity

Fund; 37) MFS Meridian Funds - Latin American Equity Fund; 38) MFS Variable Insurance

Trust II - MFS Emerging Markets Equity Portfolio; 39) MFS Variable Insurance Trust II – MFS

New Discovery Portfolio; 40) MFS Variable Insurance Trust – MFS New Discovery Series;

41) MML Small Cap Growth Equity Fund; 42) Motion Picture Industry Pension Plan; 43) Ohio

National Fund. Inc; 44) Ontario Teachers Pension Plan Board; 45) Oppenheimer Developing

Markets Fund; 46) Optimum Fund Trust - Optimum Small-mid Cap Growth Fund; 47)

Pyramis Emerging Markets Equity Trust; 48) Pyramis Group Trust for Employee Benefit

Plans; 49) Pyramis Select Emerging Markets Equity Trust; 50) Raytheon Company Master

Trust; 51) Régime de Retraite de L’Université de Montréal; 52) Rockwell Collins Master

Trust; 53) Smallcap World Fund. Inc.; 54) T. Rowe Price Funds Sicav; 55) T. Rowe Price

International Funds: T. Rowe Price Latin American Fund; 56) Teacher Retirement System of

Texas; 57) The Boeing Company Employee Retirement Plan Master Trust; 58) The Pension

Reserves Investment Management Board; 59) The Public Education Employee Retirement

System of Missouri; 60) The Public School Retirement System of Missouri; 61) Variable

Insurance Products Fund IV: Emerging Markets Portfolio; 62) Wasatch Emerging Markets

Small Cap. Fund; 63) Wasatch Global Opportunities Fund; 64) Wasatch International Growth

Fund; 65) Wasatch International Opportunities Fund; 66) Washington State Investment

Board; 67) Wellington Trust Company N.A.; 68) La Fire and Police Pension System; 69)

Fidelity G T For E B P: Fidelity E M C Pool represented by Dr. Anderson Carlos Koch.

As per the original, drawn up in the official book

São Paulo, July 21, 2010.

Aparecido Bernardo Pereira José Gilberto Henriques Vieira

President Secretary

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ANNEX I

MINUTE OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING

HELD ON JULY 21, 2010

PROFESSIONAL EXPERIENCE OF THE ELECTED DIRECTOR OF THE BOARD OF

DIRECTORS MR. MARCIO SEROA ARAUJO CORIOLANO

Mr. Márcio Serôa de Araújo Coriolano has been a statutory executive officer of Bradesco

Saúde since January 2001 and is now President Director whose mandate expires in 2011.

He has worked as executive officer responsible for anti-money laundering activities,

managing director, responsible for the technical and operational areas of Bradesco Saúde.

He has worked as Managing Director at Bradesco Dental, from 2007 to 2010. Today he is

also President Director at Mediservice Administradora de Planos de Saúde S.A. until 2011;

Managing Director at Bradesco Seguros S.A until 2011; member of the health insurance

technical committee of the National Federation of Private Health Insurance Companies

(FENASEG) since 2004; Member of the Board of Directors and Vice President of the Fiscal

Committee of IESS (Institute for Studies on Supplementary Health), until October 2010;

member of the Technical Committee indefinitely; member of the Board of Directors of Central

os Services at CNSeg until October 2010; Presidente of Fenasaúde until 2013; surrogate

member of the Board of Directors at Odontoprev until 2011; surrogate member of the Board

of Directors at Fleury S.A. until 2011; and member of the Technical Chamber of CBHDM

(Brazilian Hierarchical Classification of Medical Procedures by Fenasaúde, of the Brazilian

Medical Association.

PROFESSIONAL EXPERIENCE OF THE ELECTED SURROGATE MEMBER OF THE

BOARD OF DIRECTORS MR. MANOEL ANTONIO PERES

Mr. Manoel is Director at Bradesco Saúde S.A., until 2011; Director at Mediservice

Administradora de Planos de Saúde S.A., until 2011. He has been a Director at Bradesco

Dental S.A. until 2010; Technical Director at Hospital Sírio Libanês in São Paulo, in 2006;

Director at Sul América Seguros, from August 2001 to August 2005 and Technical and

Operational Director at Medial Saúde S.A, from January 1998 to August 2001.

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ANNEX II

MINUTE OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING

HELD ON JULY 21, 2010

BYLAWS OF

FLEURY S.A.

Chapter I

Name, Head Office, Business and Duration

Article 1 – Fleury S.A. (“Company”) is a corporation (sociedade por ações) with authorized

capital, governed by the applicable laws and regulations, particularly by Law 6,404 of 15

December 1976 as amended (“Stock Corporations Act”), by current commercial practices

and by these Bylaws.

Sole Paragraph: With the Company's admission into the Novo Mercado of BM&FBOVESPA

S.A. – Stock, Commodities and Futures Exchange (“Novo Mercado” and “BM&FBOVESPA”,

respectively), the Company, its shareholders, managers and members of the Audit Committe

(whenever installed) are also subject to the provisions of the Novo Mercado Listing Rules

(“Novo Mercado Rules”).

Article 2 – The Company's principal place of business and venue is in the City of São Paulo,

State of São Paulo, at Avenida General Valdomiro de Lima, 508, and the Company may

open or close branch offices, agencies, offices or storage facilities in any location within

Brazilian territory or in a foreign country, as decided by the Company's Board of Executive

Officers.

Article 3 – The business of the Company is: (i) to provide medicine and medical diagnostic

services; (ii) to provide consultancy, guidance, courses and lectures in the field of healthcare,

as well as services aiming to promote health and the management of chronic diseases; (iii)

scientific and technological research and development in the field of medicine; (iv) to provide

third parties with services involving the use of the capabilities available to the Company,

namely knowledge, techniques, equipment, machinery and other means of carrying out its

activities.

First Paragraph - The activities performed by the Company aim to create adequate

conditions for good operation of the medical profession; and strive for research and study,

aiming to advance the scientific progress of medicine.

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Second Paragraph – The Company may also pursue stakeholding in other companies as a

partner, shareholder or quotaholder.

Article 4 – The Company's duration is indeterminate.

Chapter II

Capital and Shares

Article 5 – The Company's subscribed and paid up capital is R$ 224,609,040.00 (two

hundred and twenty-four million, six hundred and nine thousand and forty reais), divided into

91,908,980 (ninety-one million, nine hundred and eight thousand, nine hundred and eighty)

common, registered, book-entry, no par value shares.

First Paragraph – The Company's capital shall be made up exclusively of common shares.

Second Paragraph – The shares representing the capital are indivisible and each common

share confers upon its holder the right to one vote at the Company's Shareholders' Meetings.

If a share belongs to more than one person, the respective rights shall be exercised by a

representative of the holders.

Third Paragraph – All shares of the Company are book-entry shares and shall be kept in a

trust account on behalf of their holders, at a financial institution authorized by the Brazilian

Securities and Exchange Commission (“CVM”) and with which the Company maintains a

custody agreement. No stock certificates shall be issued. The depositary institution may

charge a fee from the shareholders for transfer and registration of ownership of the book-

entry shares, as well as for services pertaining to the shares held in custody, up to the

maximum limits established by the CVM.

Fourth Paragraph – The Company is forbidden from issuing preferred shares or founders’

shares.

Fifth Paragraph – The Company's shares shall not be encumbered, pledged or offered as

collateral without the express consent of shareholders accounting for the majority of the

voting capital.

Sixth Paragraph – The Company may, by decision of the Board of Directors, buy back its

own shares to be kept in treasury and subsequently sold or cancelled, without reducing the

capital, up to the total amount of the profit balance and reserves excepting the legal reserve,

as provided in the applicable laws and regulations.

Seventh Paragraph – Except in the events set forth in the Second and Third Paragraphs of

Article 6, the shareholders shall have right of preemption proportional to their respective

stakes, should the Company issue new share subscriptions, debentures convertible into

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shares or subscription bonuses. The aforesaid right of preemption must be exercised within a

legal term of thirty (30) days.

Article 6 – The Company is authorized to increase its capital by decision of the Board of

Directors, independently from any statutory reform. The Board shall establish the terms for

subscription, paying-up and issuance of the shares, up to a limit of 150,000,000 (one

hundred and fifty million) common shares.

First Paragraph – The Company's authorized capital limit may only be changed by a

decision of the Shareholders, after consulting the Fiscal Council (if installed).

Second Paragraph – Within the limit of its authorized capital and accordingly with the plan

approved by the Shareholders, the Company may issue stock options or share subscriptions

favoring the managers, employees or service providers of the Company or its subsidiaries,

without granting preemptive rights to the shareholders.

Third Paragraph – At the discretion of the Board of Directors, the shareholders' right of

preemption may be overridden or the deadline for exercise may be shortened, in the case of

common shares, debentures convertible into common shares or subscription bonuses issued

upon: (i) sale via stock exchange or public subscription; or (ii) share swap pursuant to a

takeover bid, as provided for by law and within the limit of the authorized capital.

Article 7 – The shareholders and, as applicable, the Company, shall observe the terms and

conditions of the shareholders' agreement filed at the Company's main office. The chairs of

Shareholders' Meetings and the Board of Directors are expressly forbidden from accepting

votes by any shareholders – signatories of the shareholders' agreement duly filed at the main

office – that are cast in noncompliance with the provisions of the aforesaid agreement. The

Company is also expressly forbidden from accepting and transferring shares and/or

encumbering and/or assigning preemptive rights for subscription of shares and/or other

securities in noncompliance with the provisions and regulations set forth in the shareholders'

agreement.

Sole Paragraph – The Company shall provide the shareholders' agreement mentioned in

the main text of this Article to the shareholders whenever requested.

Chapter III

Management

Article 8 – The company's management bodies are:

(a) Shareholders' Meeting;

(b) Board of Directors;

(c) Board of Executive Officers, and

(d) Fiscal Council.

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Sole Paragraph – The senior managers shall take office only after having subscribed to the

Statement of Consent from Senior Managers set forth in the Novo Mercado Rules.

Immediately after investiture, the senior managers shall inform the BM&FBOVESPA about

the quantity and characteristics of all Company-issued securities that they directly or

indirectly hold, including derivatives of such securities.

Section I

Shareholders' Meeting

Article 9 – The Shareholders' Meeting is the Company's decision-making body, which shall

convene: (i) ordinarily, within the first four (04) months after the end of a fiscal year, to vote

on the matters set forth in article 132 of the Stock Corporations Act, including the election

and disinvestiture of Directors and appointment of the Chairman and Deputy Chairman of the

Board; (ii) extraordinarily, whenever required by the company's corporate interests.

First Paragraph – The Shareholders' Meetings shall be called by the Board of Directors, as

prescribed by law.

Second Paragraph – The Shareholders' Meetings shall be installed and conducted as

prescribed by law.

Article 10 – Shareholders' Meetings shall be installed and chaired by the Company's

Chairman of the Board or, if the Chairman is unable to attend, by the Deputy Chairman. In

the absence of both, the meeting shall be chaired by a Shareholder selected by the majority

of votes by those in attendance. The Meeting Chairman shall select a secretary.

Article 11 – The following shall be attributions of the Shareholders' Meeting, additionally to

the obligations set forth in the Stock Corporations Act:

(a) to elect and disinvest, at any time, the members of the Board of Directors and Fiscal

Council (if installed);

(b) to establish the lump sum compensation payable to the members of the Board of

Directors and Board of Executive Officers, under article 152 of the Stock Corporations Act,

as well as the compensation payable to the members of the Fiscal Council (if installed).

Distribution of the aforesaid lump sum shall be decided by the Board of Directors;

(c) to review the accounts and vote on the financial statements presented by

management, on an annual basis;

(d) to vote on the allocation of year-end net profit and distribution of dividends, according

to the proposal presented by management;

(e) to approve the annual budget approved and presented by the Board of Directors;

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(f) to vote on the valuation of assets with which the shareholders participate in the share

capital;

(g) to vote on any transformation, merger, takeover or spin-off of the Company, as well

as its dissolution or liquidation; in the latter case, to elect or dismiss liquidators, as well as the

Fiscal Council that shall operate during the liquidation period, and review their accounts;

(h) to deliberate on the Company's delisting from the Novo Mercado of the

BM&FBOVESPA and cancellation of its registration as a public company;

(i) to select the institution responsible for preparing a valuation report on the Company's

shares, among the companies indicated by the Board of Directors, in the cases and manner

prescribed by these Bylaws;

(j) to approve the granting of stock option or share subscription plans to senior

managers, employees, or service providers of the Company or its subsidiaries;

(k) to create new shares beyond the authorized capital limit, and

(l) to define the authorized share capital for investment in subsidiaries.

Article 12 – Shareholder decisions shall be reached by the absolute majority of votes,

except as provided by law. Blank votes shall not be computed.

Section II

Board of Directors

Article 13 – The Board of Directors shall be comprised of: (i) a minimum of five (05) and

maximum of nine (09) sitting directors, who shall be natural persons, residing in Brazil or

abroad, elected and removable at any time by the Shareholders. The board members shall

all be shareholders of the Company, and at least twenty percent (20%) of seats on the board

shall be occupied by Independent Directors, as defined below; and (ii) up to six (06) alternate

directors, who shall be natural persons, elected and removable at any time by the

Shareholders. The alternate directors shall substitute for the sitting members expressly

appointed by the Shareholders in cases of absence or occasional impediment.

First Paragraph – If the aforementioned percentage would result in a fractional number of

Board members, then the number shall be rounded up or down to: (i) the next whole number,

if the fraction is equal to or greater than five tenths (0.5); or (ii) the previous whole number, if

the fraction is less than five tenths (0.5).

Second Paragraph – An Independent Director is a member of the Board of Directors that is,

in accordance with the Novo Mercado Rules: (i) not bound to the Company in any way

except holding of shares; (ii) not the controlling shareholder, or spouse or relative thereof up

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to the second degree, and has not for the past three (3) years been bound to any corporation

or entity associated with the controlling shareholder of the Company (persons bound to

public education and/or research institutions are exempt from this restriction); (iii) in the past

three (3) years, was not an employee or director of the Company, of the controlling

shareholder or of any subsidiary of the Company; (iv) not a direct or indirect supplier or buyer

of the Company's services and/or products to an extent that would compromise

independence; (v) not an employee or manager of corporations or entities that offer or

request services and/or products to the Company; (vi) not the spouse or a relative up to the

second degree of any Company manager; and (vii) not a recipient of any other compensation

from the Company in addition to that of a Board member (financial proceeds from

shareholding are exempt from this restriction).

Third Paragraph – The members of the Board of Directors shall serve unified terms of two

(02) years, with possibility of reelection.

Fourth Paragraph – The Directors shall exercise their attributions until the investiture of their

respective successors.

Fifth Paragraph – The members of the Board of Directors shall take office only after

executing a term of investiture recorded in the Minute Book of Board of Directors Meetings.

Moreover, the Directors shall only take office after executing the Statement of Consent from

Senior Managers as set forth in the sole paragraph of Article 8 hereof.

Article 14 – The Board of Directors shall have one (01) Chairman and one (01) Deputy

Chairman, elected by the convened Shareholders.

First Paragraph – In the event of a vacancy on the Board that would create a number of

elected directors below the number set forth in Article 13 hereof, the respective seat shall be

filled by a member elected by decision of a Shareholders' Meeting, and the elected

replacement shall assume the vacant seat for the period remaining until the end of the

respective term of office.

Second Paragraph – In the event of permanent vacancy or impediment of the Chairman or

Deputy Chairman of the Board of Directors, one shall substitute for the other, pooling the

vacant director's attributions and completing his or her term in office.

Third Paragraph – In the event of occasional absences or impediments by any of the sitting

members, they shall be replaced by the alternate directors expressly indicated at a

Shareholders' Meeting, as per Article 13 hereof. In the event of occasional absences or

impediments by any sitting member for whom no alternate director has been appointed, no

replacement shall take place.

Article 15 – The Board of Directors shall convene ordinarily every two months, and

extraordinarily at any time, as required, whenever called to convene by its Chairman, Deputy

Chairman, or any member of the Board.

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First Paragraph – Board of Directors meetings shall be called in writing via e-mail, fax or

letter, at least eight (08) days in advance, specifying the date, time, location and agenda. No

call shall be required for a meeting if the totality of sitting Directors is present, or if there is

written consent from the absent Directors.

Second Paragraph – The Board of Directors meetings shall be chaired by the Chairman of

the Board, who shall appoint a secretary. In the event of temporary absence by the Chairman

of the Board, board meetings shall be chaired by the Deputy Chairman of the Board or, in his

or her absence, by a Director selected by the majority of votes cast by the other members of

the board. The selected chairman shall appoint a secretary.

Third Paragraph – For the effective installation of an Board of Directors meeting, the

majority of the sitting Directors must be in attendance. The meetings shall be held preferably

at the Company's main office. Meetings by teleconference or videoconference shall be

allowed and may be recorded. Participations in this manner shall be considered equivalent to

attendance in person. Board of Directors members that attend a Board meeting by remote

means may express their votes on the date of the respective meeting via letter, fax, or

digitally certified e-mail.

Fourth Paragraph – Urgent Board of Directors meetings may be called by the Chairman

without observing the aforementioned advance notice period, provided that all Board

members have been certifiably notified of such meetings. Board meetings may be called via

any means enabling proof of receipt, electronic or otherwise.

Article 16 – The decisions of the Board of Directors shall be transacted by the majority of

votes cast by the Directors in attendance, and the Chairman of the Board shall be entitled to

the casting vote in the event of a draw.

Article 17 – At the end of each meeting, minutes shall be drawn up, signed by all Directors

physically present at the meeting, and subsequently entered in the Minute Book of Board of

Directors Meetings.

First Paragraph – Votes turned in by Board members who attend a Board meeting remotely

shall be included in the Minute Book of Board of Directors Meetings on equal terms, and

copies of the letters, faxes or e-mails containing the Board members' votes shall be entered

in the Book immediately after transcription of the minutes.

Second Paragraph – The minutes of Company Board of Directors meetings involving any

decision that will affect third parties shall be published and filed with the public registry of

trading companies.

Third Paragraph – The Board of Directors may admit other participants into its meetings, for

the purpose of listening to the discussions and/or providing explanations of any nature; these

participants shall not, however, be entitled to vote.

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Article 18 – The following are attributions that fall primordially to the Board of Directors,

additionally to the matters set forth by article 142 of the Stock Corporations Act:

(a) to establish general business guidelines for the Company and its subsidiaries;

(b) to deliberate on the individual compensation payable to the Directors and Officers;

(c) to review the accounts of the Executive Officers, supported by the Semiannual

Balance Sheets or Management Reports, and also to review the Financial Statements for

later submittal to the Annual Shareholders' Meeting for appraisal and approval;

(d) to deliberate on the distribution of intermediary or intercalary dividends, or payment of

interest on own capital, as well as to present a proposal to the Shareholders' Meeting on the

allocation of year-end net profit, as provided in the Stock Corporations Act and other

applicable laws and regulations;

(e) to approve, revise or modify the Work Plan, Annual Budgets, Investment Plan,

Strategy Plan and Expansion Plan of the Company and its subsidiaries;

(f) to deliberate on the policies, plans, budgets and other matters proposed by the Board

of Executive Officers;

(h) to deliberate on the investment and/or disinvestment opportunities proposed by the

Board of Executive Officers;

(h) to monitor the Officers' management and examine the Company's books and

documents at any time, requesting information about agreements executed or pending

execution, or about any other actions, aiming to guarantee the Company's financial integrity.

(i) to approve or amend the Company's Internal Regulations;

(j) to install Special Committees, determining their purposes, appointing their members

and establishing their compensation;

(k) to deliberate on the incorporation of companies or transformation into a different type

of company, and also to deliberate on direct or indirect investment or disinvestment in the

capital of other companies, consortia, foundations or other entities, through the exercise of

right of withdrawal, exercise or relinquishment of preemptive rights for direct or indirect

subscription and acquisition of shareholding interests, or any other form of investment or

disinvestment admitted by law, including but not limited to merger, spin-off and takeover

operations involving the companies in which the Company holds an interest;

(l) to deliberate on proposed modifications to the Company's share capital and submit

them to a Shareholder's Meeting;

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(m) to issue prior opinions on merger, spin-off or takeover operations submitted to the

Shareholders for deliberation, as well as on shareholding interest acquisitions proposed by

the Board of Executive Officers;

(n) observing the provisions of Article 33 of these Bylaws, to approve any operations

involving the provision of guarantees in general, taking out of loans and financing, and

execution of agreements by the Company that would entail debts individually or collectively

amounting within a same fiscal year to more than 25% of the prior fiscal year's audited

Shareholders' Equity. For operations whose individual or collective value within a same fiscal

year amounts to less than 25% of the Shareholders' Equity, approval shall be a responsibility

of the CEO, individually, or of two Officers jointly, unless a lower limit is established by the

Board of Directors;

(o) to establish attributions for the Board of Executive Officers for operations amounting

to less than the limit established in item (n) above, as refers to provision of guarantees,

taking out of loans and financing, and execution of agreements by the Company that would

entail indebtment;

(p) to deliberate on acquisition, transfer and encumbrance of securities or real estate

held among the Company's fixed assets, and also set up real property liens involving

individual values surpassing one percent (1%) of the audited shareholders' equity of the

preceding fiscal year. For operations whose value amounts to less than one percent (1%) of

the Shareholders' Equity, approval shall be a responsibility of two Officers jointly, unless a

lower limit is established by the Board of Directors;

(q) to deliberate on the internal audit policies and annual plan proposed by the person

responsible therefore, as well as review the pertinent reports and determine the application

of necessary measures;

(r) to select and dismiss independent external auditors;

(j) to issue an opinion on the granting of stock option or share subscription plans to

senior managers, employees, or service providers of the Company or its subsidiaries, for

submittal to the Shareholders;

(t) to approve the granting of stock option or share subscription plans to senior

managers, employees, or service providers of the Company or its subsidiaries, within the

authorized capital limit and in accordance with a plan approved by the Shareholders;

(u) to deliberate on possible IPOs or securities distributions by any of the companies

controlled by the Company, as well as deliberate on the respective terms and approve any

and all actions required or deemed convenient for the completion of said operations;

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(v) to deliberate on any matters not attributed to the Board of Executive Officers or that

overstep the scope of their responsibilities;

(w) to issue a prior opinion on any matter to be submitted before a Shareholders'

Meeting;

(x) to deliberate on the acquisition of shares issued by the Company for cancellation or

keeping as treasury stock, as well as deliberate on their resale or reissuance to the market,

as per the CVM's regulations pertinent thereto and other applicable legal provisions.

(y) to define a list of three specialized companies to be presented to the Shareholders,

regarding preparation of a valuation report on the Company's shares for purposes of a

takeover bid, delisting from the Novo Mercado and/or cancellation of public company status,

as addressed in Chapter VI hereof;

(z) to approve the engagement of a depositary institution to provide book-entry share

services.

Sole Paragraph – The matters that are not exclusively assigned to the Board of Directors or

convened Shareholders by law or these Bylaws may be delegated by the Board of Directors

to the Board of Executive Officers.

Section III

Board of Executive Directors

Article 19 – The Company shall be managed by the Chief Executive Officer and other

officers elected by the Board of Directors. The elected Chairman and Deputy Chairman of

the Board cannot be elected into the Board of Executive Officers, which shall be comprised

of:

(1) Chief Executive Officer;

(2) Chief Financial Officer;

(3) Chief People Officer;

(4) Diagnostic Medicine Officer;

(5) Preventive and Therapeutic Medicine Officer; and

(6) Investor Relations Officer.

First Paragraph – The Company shall be represented in and outside of court by the CEO,

individually, or by two (02) other Officers jointly.

Second Paragraph – For purposes of check signing and execution of agreements, loans,

financing, credit obligations in general and other documents, the Company shall be

represented individually by the CEO, or jointly by two (02) Officers, or jointly by two (02)

proxies, or jointly by one (01) Officer and one (01) proxy.

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Third Paragraph – Powers of attorney for proxies representing the Company shall always

be granted jointly by two (02) Officers and shall specify the granted powers, and shall also be

valid for a limited period, with the exception of proxies granted for legal purposes.

Article 20 – The following are attributions of the CEO:

(a) general management of the Company's business, calling and presiding over meetings

of the Board of Executive Officers, and coordinating the work of other Officers;

(b) representing the Company in all its interactions with third parties, assuming

responsibility for the Company's economic and financial results and for protecting the

Company's name;

(c) supervising the enforcement of policy and rules established by the Board of Directors;

Article 21 – The following are attributions of the CFO:

(a) organizing and generally supervising the administrative activities of the Controllership,

Financial and Legal departments; and

(b) coordinating all activities pertaining to cash control and movements and striving for

the economic and financial well-being of the Company, as well as guaranteeing its solvency.

Article 22 – The following are attributions of the CPO:

(a) organizing and supervising the Company's Human Resources policy and guidelines;

(b) implementing and managing the Company's recruitment and selection process, job

and salary policies, organizational development and performance management;

(c) preparing and implementing action plans for the employees' technical and

professional development; and

(d) preparing the guidelines for medical activities, as well as implementing the principles

and policies to the Company's medical operations.

Article 23 – The Diagnostic Medicine Officer is responsible for general management of

Fleury Group's Diagnostic Medicine operations, encompassing all pertinent brands.

Article 24 – The Preventive and Therapeutical Medicine Officer is responsible for general

management of Grupo Fleury's Preventive and Therapeutical Medicine operations.

Article 25 – The Investor Relations Officer is responsible for the tasks below, in addition to

any other attributions that may be assigned:

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(a) representing the Company before regulators and other institutions that operate in the

capital market;

(b) providing information to the investor public, to the CVM, to any stock exchanges

where the Company's securities are traded, and to other organizations pertinent to the

activities performed on the capital market, as per applicable Brazilian and international laws

and regulations; and

(c) keeping the Company's public company registration with the CVM up to date.

Article 26 – Each Officer shall serve for a term of two (02) years, which shall coincide with

the term of office of the Board of Directors, with possibility of reelection. The officers shall

remain in their positions until their respective successors are invested.

Sole Paragraph – The members of the Board of Executive Directors shall take office only

after executing a term of investiture recorded in the Minute Book of the Board of Executive

Directors. Moreover, the Officers shall only take office after executing the Statement of

Consent from Senior Managers as set forth in the sole paragraph of Article 8 hereof.

Article 27 – In cases of temporary absence, leave, impediment or removal, the Officers shall

substitute for each other as follows:

(a) The CEO shall be replaced by the CFO, which shall pool the attributions of both

positions; and

(b) the remaining Officers shall be replaced by the Officer designated jointly by the

Chairman and Deputy Chairman of the Board of Directors.

Sole Paragraph – In the event of permanent vacancy or removal of any Officer, the Officers

shall be replaced as decided by the Board of Directors.

Article 28 – The Board of Executive Officers shall convene whenever called by the CEO, or

whenever called by half of the sitting Officers.

Sole Paragraph – The minimum quorum for installation of a Board of Executive Officers

meeting is at least half of the sitting officers, and all deliberations therein shall be decided by

the majority of votes cast by those in attendance. In the event of a draw, the CEO shall be

entitled to the casting vote.

Article 29 – In addition to the duties and responsibilities that may be assigned by the

Shareholders Meeting and by the Board of Directors, the Board of Executive Officers shall

also be responsible for the following matters, without derogating from other legal attributions:

(a) enforcing these Bylaws and the deliberations of the Board of Directors and

Shareholders Meeting;

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(b) carrying through the company's business;

(c) approving the plans, programs and general rules for operation, management and

control, pursuing the Company's interests and development and observing the guidelines

established by the Board of Directors;

(d) preparing and presenting reports on the Company's business to the Board of

Directors, for subsequent submittal before a Shareholders' Meeting, providing the applicable

information via Annual Reports, Balance Sheets, Fiscal Year Earnings Releases, Changes in

Shareholders' Equity, Cash Flow Statements, Statements of Changes in Financial Position,

proposals for dividend distribution, and investment plans.

(e) managing all of the Company's activities, ensuring their compliance with the

guidelines set forth by the Board of Directors;

(f) proposing investment plans and programs to the Board of Directors;

(g) issuing opinions on any matters within the Officers' scope of attributions, to be

submitted to the Board of Directors for approval;

(h) preparing quarterly reports about the Company's economic and financial status and

submitting them to the shareholders and Directors;

(i) preparing a code of conduct to be submitted to the Board of Directors for approval,

addressing the relations among employees, suppliers and associates;

and

(j) approving the opening and closure of branch offices and healthcare facilities.

Section IV

Fiscal Council

Article 30 – The Fiscal Council of the Company works non-permanently, with the attributions

and powers granted to it by law, and is installed by deliberation of the Shareholders' Meeting

upon request by the shareholders.

First Paragraph - When installed, the Audit Committe shall be formed by at least 03 (three)

sitting members and an equal number of alternate members, which are not required to be

shareholders, elected and subject to removal at any time by the Shareholders' Meeting.

Second Paragraph - The operation, compensation, scope of attributions, duties and

responsibilities of the members of the Fiscal Council shall be as provided by current laws and

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regulations, and it is guaranteed that all information requested by its members shall be made

available, without any limitation to previous fiscal years.

Article 31 - The investiture of members of the Fiscal Council shall be completed only upon

the execution of the respective term, in the designated book, and shall also be contingent

upon execution of the Statement of Consent from the Members of the Fiscal Council set

forth in the Novo Mercado Rules.

First Paragraph – The members of the Fiscal Council shall also, immediately upon their

investiture in the position, inform the BM&FBOVESPA about the amount and characteristics

of Company-issued securities that they directly or indirectly hold, including derivatives

thereof.

Second Paragraph – In the event of temporary absences or impediments, the members of

the Fiscal Council shall be replaced by the respective alternate members, as well as in the

case of vacancy of any of their positions.

Section V

Committees

Article 32 – The Board of Directors may install Special Technical and Consulting

Committees for purposes of Board assistance, under any name, and appoint its members,

who may or may not be members of the Company's management bodies, and also

determine their respective scopes of activity, establish their compensation and, whenever

necessary, establish their regulations, including rules on composition, term of office and

operation, among others.

Chapter IV

Use of the Corporate Name

Article 33 - The use of the corporate name cannot be delegated. The Company's corporate

name cannot validly be used in business operations not related to the Company, such as

sureties, guarantees, or any other encumbrances established as guarantees for obligations

of third parties other than companies controlled by the Company.

Chapter V

Fiscal Year, Profits and Distribution Thereof

Article 34 – The fiscal year shall coincide with the calendar year, beginning on January 01

and ending on December 31 of every year. At the end of each fiscal year the financial

statements of the Company shall be prepared pursuant to current laws and regulations. The

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financial statements shall be presented to the Shareholders' Meeting, together with a

proposal for allocation of the year-end net profit, as prescribed by law these Bylaws.

First Paragraph – The legal deductions and provisions shall be applied to the result accrued

over the fiscal year, as well as any profit-sharing payable to employees and managers, when

applicable. On the accrued net profit, the following amounts shall be set apart:

(a) 5% (five percent) for constitution of the legal reserve, up to the limit provided by law;

(b) 25% (twenty-five percent) to be distributed as mandatory dividends, pursuant to

article 202 of the Stock Corporations Act, payable within 60 (sixty) days from the date of their

declaration, except in case of a contrary decision by the Shareholders' Meeting, and the

payment must be made in the same fiscal year in which it is declared; and

(c) the balance of profits, if any, shall be allocated as decided by the Shareholders'

Meeting, according to the proposal mentioned in the main body of this Article, in compliance

with the applicable legal provisions.

Second Paragraph - By deliberation of the Board of Directors, in view of the earnings

accrued in the Balance Sheet referred to in the main body of this Article, intermediary

dividends may be distributed.

Third Paragraph - By deliberation of the Board of Directors, intermediary dividends may also

be distributed to the retained earnings account or to the profit reserve account existing in the

last annual or semi-annual Statement, pursuant to article 204, paragraph 2, of the Stock

Corporations Act.

Fourth Paragraph - The intermediary dividends distributed pursuant to this article shall be

included in the calculation of mandatory dividends.

Fifth Paragraph - Dividends that are not claimed within 03 (three) years from the date on

which they were made available to the shareholders shall be reverted to the benefit of the

Company.

Article 35 - Under the terms of article 194 of the Stock Corporations Act, the Shareholders'

Meeting may decide to create specific reserves, indicating their purpose, establishing criteria

to determine the annual portion of the net profits that shall be assigned thereto, and

establishing their upper limit.

Chapter VI

Transfer of Control, Cancellation of Registration and Delisting from the Novo Mercado

Article 36 - As defined below, the Transfer of Control of the Company, either by a single

operation or by successive operations, shall only be engaged under the suspensive or

resolutive condition that the acquirer of the Power of Control shall undertake the obligation to

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make a takeover bid for the shares of the other shareholders of the Company, pursuant to

the terms and conditions set forth by current legislation and by the Novo Mercado Rules, so

as to ensure them equal treatment to the Selling Controlling Shareholder’s.

Sole Paragraph – For the purposes of these Bylaws, the following capitalized terms shall

carry the following meanings:

“Controlling Shareholder” means the shareholder or group of shareholders bound by the

shareholders' agreement or under common control that exercises the Power of Control of the

Company.

“Selling Controlling Shareholder” means the Controlling Shareholder upon promoting the

transfer of control of the Company.

“Control Shares” means the block of shares that directly or indirectly assures their holder(s)

the individual and/or shared exercise of the Power of Control of the Company.

“Outstanding Shares” means all shares issued by the Company, except for the shares held

by the Controlling Shareholder, people associated with the Controlling Shareholder,

Company managers, and treasury shares.

“Transfer of Control of the Company” means the onerous transfer of the Control Shares to a

third party.

“Power of Control” (as well as the associated terms “Parent Company”, “Subsidiary”, “under

common Control” or “Control”) means the power effectively used to manage the social

activities and guide the operations of departments of the company, either directly or

indirectly, de facto or de jure. There is a relative assumption of ownership of control

regarding the person or group of people bound to the shareholders' agreement or under

common control (control group) which hold shares that have guaranteed them the absolute

majority of votes of shareholders present at the last three Shareholders' Meetings of the

Company, even if they do not hold shares that guarantee them the absolute majority of the

voting capital.

“Economic Value” means the value of the Company and of its shares as determined by a

specialized company, through the use of recognized methodology or based on another

criterion that comes to be defined by the CVM (Brazilian Securities & Exchange

Commission).

Article 37 - The takeover bid mentioned in Article 36 above shall also be executed:

a) in cases of onerous transfer of subscription rights to shares and other securities, or of

rights over securities convertible into shares, resulting from the Transfer of Control of the

Company; or

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b) in cases of transfer of control of the company that holds Power of Control over the

Company, and, in that case, the Selling Controlling Shareholder shall be obliged to declare to

BM&FBOVESPA the value attributed to the Company in that transfer and enclose

documentation to prove that value.

Article 38 – Any parties that already hold shares of the Company and come to acquire

Power of Control upon private agreements for purchase of shares entered into with the

Controlling Shareholder, involving any amount of shares, shall be obliged to:

a) carry out the takeover bid mentioned in Article 36 hereof; and

b) compensate the shareholders from whom shares were bought via stock exchange in

the 6 (six) months previous to the date of Transfer of Control of the Company, and those

shareholders must be paid the possible difference between the price paid to the Selling

Controlling Shareholder and the value paid in the stock exchange for shares of the Company

in that same period, duly adjusted.

Article 39 – The Selling Controlling Shareholder shall not transfer the ownership of his/her

shares until the buyer of the Power of Control subscribes the Term of Consent from the

Controllers set forth in the Novo Mercado Rules, which must be immediately sent to

BM&FBOVESPA. Moreover, the Company shall not register any transfer of shares to the

buyer of the Power of Control, nor to the party(ies) that come(s) to hold the Power of Control,

until the aforesaid party(ies) has/have executed the Statement of Consent from the

Controllers set forth in the Novo Mercado Rules, which must be immediately submitted to the

BM&FBOVESPA.

Article 40 - No Shareholders’ Agreement that regulates the exercise of the Power of Control

may be registered in the headquarters of the Company, without its signatories having

executed the Statement of Consent from the Controllers set forth in the Novo Mercado

Rules, which must be immediately submitted to the BM&FBOVESPA.

Article 41 - In the takeover bid to be executed by the Company or by the Controlling

Shareholder for the cancellation of the Company's public company registration, the minimum

price to be offered shall correspond to the Economic Value verified in a valuation report, as

provided for in Article 43 below.

Article 42 – Should the shareholders assembled in an Extraordinary Shareholders' Meeting

decide for: (a) the Company's delisting from the Novo Mercado and listing of its shares for

trading outside the Novo Mercado; or (b) a corporate reorganization from which the resulting

company would not be admitted in the Novo Mercado, the Controlling Shareholder shall

make a public bid for the shares of the other shareholders of the Company, whose minimum

offered price shall correspond to the Company's Economic Value, verified in a valuation

report, as provided for in Article 43, pursuant to the applicable laws and regulations.

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Article 43 – The valuation report addressed in Articles 18 (item y), 11 (item i), 41 and 42 of

these Bylaws shall be prepared by a specialized institution with proven experience and

independence from the Company's decision-makers, its senior managers and the Controlling

Shareholder, besides meeting the requirements of paragraph 1 of article 8 of the Stock

Corporations Act, and shall include the liability provided for in § 6 of the same article.

First Paragraph - The choice of institution or specialized company responsible for

determining the Economic Value of the Company falls solely to the Shareholders' Meeting,

starting from the presentation of a list of three names by the Board of Directors, and the

respective deliberation must be reached by the majority of non-blank votes cast by

shareholders of Outstanding Shares in attendance at the Shareholders' Meeting, which,

convened at first call, shall be attended by shareholders accounting for at least 20% (twenty

percent) of the total of Outstanding Shares, or, if convened at second call, may be attended

by any number of shareholders of Outstanding Shares.

Second Paragraph - The costs of preparing the required valuation report shall be fully borne

by the bidder.

Chapter VII

Dissolution and Liquidation

Article 44 - The Company shall be dissolved or liquidated in the cases provided for by Law,

or by deliberation of the Shareholders' Meeting. The Shareholders' Meeting shall be

responsible for establishing the form of the liquidation and appointing the liquidator, defining

the liquidator's powers and compensation as provided for by Law.

Chapter VIII

Arbitration Court

Article 45 - The shareholders shall put forth every effort to amicably resolve any conflict that

may arise among them regarding the provisions of these Bylaws.

Article 46 - However, should it be impossible to amicably resolve a conflict related to these

Bylaws, the Company and its shareholders, managers and members of the Fiscal Council

undertake the obligation to resolve, by arbitration, under the terms of the Arbitration Rules of

the Market Arbitration Chamber (“Arbitration Rules”), any and all disputes or controversies

that may arise among them, related to or arising especially from the application, validity,

effectiveness, interpretation, infringement or effects of the provisions set forth in the Stock

Corporations Act, in the Bylaws of the Company, and in the rules issued by the National

Monetary Council, by the Central Bank of Brazil and by the Securities & Exchange

Commission (CVM), as well as any other rules applicable to the operation of the capital

market in general, the Novo Mercado Rules, Novo Mercado Participation Agreement, and the

Arbitration Rules.

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First Paragraph - The laws of Brazil shall be the only laws applicable to the merit of any and

all disputes, as well as to the execution, interpretation and validity of the arbitration clause

above.

Second Paragraph - Without any adverse effects to the validity of this arbitration clause, any

of the parties to an arbitration shall be entitled to appeal to the Judiciary Power with the

objective of, if and when necessary, requesting provisional measures for protection of rights,

whether for an already installed or yet to be installed arbitration, and as soon as any

measure of that nature is granted, decisory powers on the merits of the case shall be

immediately returned to the current or yet to be formed court of arbitration.

Chapter IX

Miscellaneous

Article 47 – The provisions of Law 6,404/76 shall apply to all other cases.

Article 48 – These Bylaws shall become effective on their date of approval by a

Shareholders' Meeting.