BYLAWS OF THE FINANCIAL POLICY COMMITTEE

Article 1 - The Financial Policy Committee is a support body to the Board of Directors and has the following duties and responsibilities:

(a)   Reviewing and adopting actions for protection of cash flow, balance sheet, profits and losses against volatility in fuel prices, exchange rates, domestic and international interest rates of the Company;

(b)   Assessing periodically the effectiveness of all the actions contemplated in item (a) and recommending changes, as necessary;

(c)    Preparing and approving the corporate finance policy of the Company, as well as following-up and reviewing the effectiveness and implementation thereof;

(d)   Reviewing, from time to time, the investment plan and the financial plan of the Company, as well as recommending the necessary transactions to the Board of Directors;

(e)   Reviewing, from time to time, the impact of the investment plan and of the financing plan on the capital structure of the Company and the consequences thereof on the income of the Company, as well as recommending the necessary changes to the Board of Directors;and

(f)    Setting out parameters with a view to keeping the desired capital structure and liquidity, besides monitoring the application thereof and approving the policy to be adopted in the subsequent quarter.

Article 2 - The Financial Policy Committee shall be composed up to five (5) members, elected by the Board of Directors, namely: the Chief Executive Officer (CEO), one (01) Director, and the Chief Financial Officer (CFO), for term of office of one (1) year, reelection being permitted.

Sole Paragraph – Notwithstanding the above paragraph, the Board of Directors may, at its own criteria, call the President of the Board of Directors and/or specialists to participate in the ordinary and/or extraordinary meetings of the Committee, as ad hoc members, with no voting rights.

Article 3 - The Committee shall have, among its members, one Secretary selected in common agreement by the other members at the first meeting of the Committee, who shall perform his duties for a term of one (1) year.

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Paragraph One — In the absence of the Secretary, he will be replaced by any of the other members of the Committee. A Chair of the meetings will be appointed at each meeting among the members of the Committee.

Paragraph Two — In case of vacancy in the office of Secretary, a new Secretary will be elected, who will perform his duties until the end of the term of office of the Secretary who was replaced.

Article 4 - The Financial Policy Committee shall hold regular meetings at each quarter, and special meetings whenever they are called by the Secretary, on his own initiative or upon request from any of the other members of the Committee.

Article 5 - A quorum of at least two (2) members will be required for the Financial Policy Committee to validly make resolutions, which shall be adopted by majority vote.

Sole Paragraph - In the absence of a minimum quorum, as set forth in the head paragraph hereof, the Secretary shall call a new meeting, which shall be held as urgently as may be required in regard of the matter to be discussed.

Article 6 - The meetings of the Financial Policy Committee shall be called by any written means (fax, letter and/or e-mail).

Article 7 - Decisions by the Financial Policy Committee shall be made by majority of votes, and a dissenting member will be entitled to have his vote recorded in the Minutes of the respective meeting.

Article 8 - Minutes shall be drawn-up in a proper book for all the meetings of the Financial Policy Committee, which minutes shall be signed by all the attendees.

Article 9 - At the first meeting after the organization of the Financial Policy Committee, the Committee shall approve an annual schedule of activities.

Article 10 - In the course of the meetings, any acting member of the Financial Policy Committee shall be entitled to individually request and review books and other corporate records, being authorized to make notes and remarks, which shall be discussed and resolved at the respective meetings, provided that such books and records refer to matters within the scope of responsibility of the Committee, under the terms of Article 1 above.

Sole Paragraph - Reviewing the above referred records shall not be permitted except at the Company’s head-office and upon prior request.

Article 11 - Requests of information and/or explanations concerning the corporate business by any permanent member of the Financial Policy Committee shall be submitted to the managing bodies of the Company, in a written request signed by the Secretary of the Financial Policy Committee.

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Article 12 - It shall be incumbent upon the Secretary to: (a) arrange for the calling of the members of the Committee to the meetings, at least five (5) business days in advance; and (b) request to the Company’s management such information and/or explanations as may be deemed necessary under the terms of Article 10 above.

Sole Paragraph - The Secretary will be allowed to request the Board of Executive Officers to make a staff available for providing support to the meetings of the Financial Policy Committee.

Article 13 - The attendance of members of the Financial Policy Committee to General Meetings or to Meetings of the Board of Directors, in order to answer to requests of information eventually made by the shareholders or directors may be requested by the Board of Directors, in writing, at least five (5) days in advance.

Article 14 - The Financial Policy Committee may prepare Policy regulating matters within their scope of responsibility, under the terms of Article 1 above, in addition to the corporate finance Policy themselves, and such Policy may be changed from time to time by the Financial Policy Committee itself, provided that such changes are made by unanimous decision of the Committee members, without prejudice to the provisions in Article 7 above.

Article 15 - Matters not expressly provided for herein shall be decided by the Board of Directors.

[Bylaws of the Financial Policy Committee approved in the Board of Directors meeting held on August 12^th, 2016]

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