SOCIAL STATUTE OF THE BRAZILIAN MATERIAL INDUSTRY OF BRAZIL-IMBEL

CHAPTER I

DA DENOMINATION, HEADQUARTERS AND DURATION

Art. 1º The Medical Material Industry of Brazil-IMBEL, public company constituted pursuant to Law No. 6,227 of July 14, 1975, and in the conformity of the inciso II of the art. 5º of Decree-Law No. 200 of February 25, 1967, endowed with legal personality of private law, with own equity and administrative and financial autonomy, linked to the Ministry of Defence, via the Army Command, it shall be governed by this Statute and the applicable legal standards.

Art. 2º IMBEL has headquarters and venue in the city of Brasilia, with acting throughout the national territory, and will be able to establish, where convier, representations, agencies, branches, offices and subsidiaries.

Art. 3º The duration of the IMBEL is undetermined.

CHAPTER II

OF NATURE AND THE OBJECT

Art. 4º IMBEL, which will develop its activities in the defense products sector, with strict observance of the policies, plans and programs of the Federal Government, as well as the guidelines for it set by the Army Command, is aimed at:

I-collaborate on the planning and manufacturing of defense products by technology transfer, encouragement of the deployment of new industries and provision of technical and financial assistance ;

II-promote, based on private initiative, the deployment and development of the Brazilian military defense industry of interest of the Army ;

III-administer, industrial and commercially, its own park of defense products and other goods whose technology derives from the development of military application equipment, by contingency force of pioneering, administrative convenience or in the interest of national security ; and

IV-promote the development and execution of other activities related to its purpose.

Single Paragraph. They constitute activities related to the purpose of IMBEL:

I-promote the Brazilian military defense industry and correlates activities, covering the construction and maintenance of the defense infrastructure, as well as logistics, research and development ;

II-manage projects of interest of the Brazilian Army ;

III-promote or perform activities linked to the achievement and maintenance of defense products ;

IV-promote and perform activities linked to the attainment, maintenance, protection or expansion of the essential knowledge and skills for fulfillment of both their objectives, and the requirements of the mobilization of the Country ; and

V-promote and perform activities that allow you to maintain dimensioned infrastructure for the demands of Country mobilization.

Art. 5º For the achievement of their objectives, in addition to other measures provided for in law, IMBEL may:

I-create subsidiaries and participate in the capital of other companies that exercise activities related to their goals ;

II-draw up, directly or indirectly, studies and projects that it considers priority and, if applicable, provide for the use of the results obtained, including by participation in the endeavours organized to that end ;

III-establish plans aiming at the development of the defense products sector ;

IV-promote the empowerment of the necessary personnel in the defence products sector, articulating, inclusive, with the educational establishments of the Country ;

V-promote the caption, in internal and external sources, of resources to be applied, either directly or by its subsidiaries, in the execution of their schedules ;

VI-administer the resources placed at their disposal by legal persons of domestic public law, entities of the indirect administration of the Union, the Federal District, the States and Municipalities, and special funds of those entities ;

VII-collaborate on the planning, development and manufacture of defense products by technology transfer ; and

VIII-enter into contracts, arrangements and agreements necessary for the execution of its activities.

Single Paragraph. IMBEL will be able to manage activities related to its purpose, in its own facilities or third parties.

CHAPTER III

DO SOCIAL CAPITAL

Art. 6º The social capital of IMBEL is R$ 232,899,657.58 (two hundred and thirty-two million, eight hundred and ninety and nine thousand, six hundred and fifty and seven real and fifty-eight cents), fully subscribed by the Union.

Art. 7º The social capital of IMBEL may be modified by deliberation of its Board of Directors, upon prior annuation of the Ministry of Finance under Decree No 1,091 of March 21, 1994.

Art. 8º The social capital of IMBEL can be modified upon:

I-incorporation of goods and other values that the Union is intended for this purpose ;

II-reassessment of the asset, in accordance with the legislation in force ;

III-donations ; and

IV-absorption of accumulated damages.

§ 1º About the transferred resources for social capital increase of IMBEL will focus on financial charges equivalent to the rate of the Special Liquidation and Custody System-SELIC, from the day of transfer to the capitalization

§ 2º To the Union is reserved, in any hypothesis, the minimum participation in the social capital required to maintain control of the voter capital.

Art. 9º IMBEL will be able to admit, as participants in its social capital, legal persons of domestic public law and entities from the indirect administration of the Union, States, the Federal District and the Municipalities, in the form of the legislation in force.

CHAPTER IV

DOS RESOURCES

Art. 10. They constitute resources from IMBEL:

I-values arising from the sale of products ;

II-income arising from their participation in other companies ;

III-result of credit and interest operations ;

IV-values arising from the sale of property or unservable material ;

V-budget allocations and additional credits from the Union, the Federal District, the States and the Municipalities ; and

VI-resources coming from other sources.

Art. 11. The real estate of IMBEL will be used exclusively in the achievement of its activities, admitting to divestments.

CHAPTER V

DA ADMINISTRATIVE STRUCTURE

Art. 12. IMBEL has the following basic structure:

I-superior administration bodies:

a) Board of Directors ; and

b) Directing ;

II-supervisory body: Fiscal Council ;

III-Business Units ;

IV-Production Units ; and

V-Support Units.

Single Paragraph. IMBEL will have internal audit, linked to the Board of Directors, under the legislation in force.

Art. 13. The internal regiment of IMBEL will define and establish:

I-their organizational structure, the specific competencies of the organic components components and the respective assignments of their members ; and

II-the general standards of operation.

CHAPTER VI

OF THE ADMINISTRATION COUNCIL

Art. 14. The Board of Directors is the upper body of collegiate deliberation of IMBEL, being integrated by six members, namely:

I-two of the Army Command, being one of them the President of the Council ;

II-the Director-Chairman of IMBEL, which will replace the President of the Council in his occasional and temporary impediments ;

III-one from the Ministry of Defense ;

IV-one from the Ministry of Planning, Budget and Management ; and

V-one from the Ministry of Finance.

§ 1º The members of the Board of Directors shall be appointed by the Minister of State for Defence, by indication of the holders of the bodies represented, as per § 4º of the art. 1º of Decree No 757 of February 19, 1993.

§ 2º The Chairman of the Board of Directors will take office before the Army Commander.

§ 3º The other members of the Board of Directors shall take office before the President of the Council.

§ 4º The term of management of the members will be two years, allowed for re-driving.

§ 5º In the case of vacancy of the adviser's function, the Chairman of the Board of Directors shall give notice to the body represented and shall designate the substitute, upon appointment of that Council, until there is new assignment.

Art. 15. It shall be for the Board of Directors:

I-set the general business orientation and strategic plan of IMBEL, forwarding them to the Army Commander ;

II-approve the multi-annual plans, annual expenditure and investment programmes ;

III-scrutinise the management of directors, examine, at any time, the books and papers of the Company ; request information on contracts concluded or on the way of celebration, as well as any other acts of management carried out within the framework of IMBEL ;

IV-manifested about the administration's report and the Directorate's accounts ;

V-approve the indication of the holder of the internal audit ;

VI-authorize the hiring and contractual termination of independent auditors ;

VII-authorize the disposal of assets of the permanent asset ;

VIII-authorize loans and financing, including merchant leasing operations ;

IX-authorize the opening of offices, representations, agencies and branches ;

X-deliberation on the change in social capital ;

XI-deliberation on changes in the Statute ;

XII-approve changes in the internal regiment of IMBEL ;

XIII-submit to the approval of the Army Commander:

a) the financial statements of the end of the financial year, drawn up by the Directorate ;

(b) changes in the regulation of tenders and the personnel regulation ; and

c) the changes in the plan of positions, salaries, advantages and benefits of IMBEL, observing the provisions of Decree No 3,735 of January 24, 2001 ;

XIV-appreciate the opinions on the financial statements drawn up by independent auditor, as well as the reports of the evaluation of internal controls and corresponding corrective procedures ;

XV-approve and monitor the implementation of the annual plan of internal audit activities ;

XVI-discipline the provision of vacation to the members of the Board, including with regard to the conversion of one third of a vacation in kind, observed the legislation in force, and vetoed the payment on double the remuneration for the vacation not enjoyed ;

XVII-appreciate the proposals submitted to you by the Board ;

XVIII-deliberating on opening up of social capital ;

XIX-deliberation on waiver of the right to subscribe for shares ;

XX-deliberation on merger, division, incorporation or transformation, as well as creation of subsidiaries, associations and coalitions ;

XXI-deliberation on shareholder agreements, or waiver of rights in them provided for, or assumption of any commitments of a societal nature provided for in Law No. 6,404 of December 15, 1976 ;

XXII-deliberation on the distribution of the result of the exercise, pursuant to Decree No 2,673 of July 16, 1998 ;

XXIII-deliberation on the exchange of shares or other securities ;

XXIV-establish and activate the Business Units on Proposal of the Board ; and

XXV-deliberating on the cases missing in this Statute, by subsidizing Law No. 6,404 of December 15, 1976.

§ 1º In the case of the incisos X, XVIII, XIX, XX, XXI, XXII and XXIII of this article, the jurisdiction to decide on the matter is from the Ministry of Finance, depending on the Decrees 1,091, March 21, 1994, and 2,673, 1998.

§ 2º shall be filed in the trade register and published the minutes of the meetings of the Board of Directors which contain deliberation intended to produce effects before third parties.

Art. 16. The Board of Directors shall meet monthly in ordinary session with the minimum presence of two thirds of its members.

§ 1º The Board of Directors may meet, also, in extraordinary character, by convocation of its President or two advisers.

§ 2º The deliberations of the Council shall be approved by a simple majority of the voters, with their President, in addition to the normal vote, the quality.

§ 3º From the meeting of the Board of Directors will be washed up in book of their own.

CHAPTER VII

DA BOARD

Art. 17. The Directorate of IMBEL will be comprised of at least four and, at most, six directors, demissables ad nutum, appointed by the President of the Republic upon proposal by the Minister of State for Defence, after nomination of the Army Commander, being a Director-Chairman, an Executive Vice President and up to four directors without special designation, whose specific assignments will be determined by the Board.

§ 1º The Board will be sworn in by the Army Commander.

§ 2º In the absence or possible impediments, the Director-Chairman shall be replaced by the Executive Vice President and, in the absence of this, by one of the other directors of IMBEL, previously designated by the Director-Chairperson.

§ 3º In the absence or hindrance of a director, the Director-President shall designate one of the other directors to replace him.

§ 4º Ocurring the assumption of resignation or the definitive impediment of any member of the Board, the Director-Chairman shall cumulatively exercise the vacant post, up to his fill.

§ 5º The board members will not be able to move away from the office of office for more than thirty consecutive days, save vacations or leave, under penalty of loss of office.

§ 6 The salaries and other advantages of directors will be fixed by the Minister of State for Defence, on the proposal of the Army Commander, observed the relevant legislation.

Art. 18. The Directorate has the assignments and powers that the law, this Statute and the Board of Directors confer upon you, to ensure the regular functioning of the Company, compel you, especially:

I-run the business of IMBEL ;

II-plan the activities of IMBEL by formulating, among others, the strategic plan and the multiannual plan for approval by the Board of Directors ;

III-enter into contracts and operations up to value equal to the limit set by the Board of Directors on the basis of social capital ;

IV-submit to the Board's consideration proposals for modifications of the internal regiment, the regulation of tenders, the personnel regulation and the plan of posts, salaries, advantages and benefits ;

V-elaborate the internal regiment of IMBEL and propose its changes ;

VI-approve standards regarding the planning, organization, operation and control of services and operations ;

VII-approving internal norms for conclusion of contracts, arrangements, agreements, adjustments and other formal acts of IMBEL relationship with third parties ;

VIII-approve the remuneration tables of the services provided by IMBEL ;

IX-buy and sell movable property, caution, engage and divestment, fiducially, mobile goods in guarantee of loan or financing operations, transient, wake up and waive rights, noting the provisions of this Status ;

X-acquire, sell, undertake, exchange or, by any title, divestle, lease, mortgage or record the real estate, heard the Board of Directors ;

XI-draw up and submit the draft budget to the approval of the Board of Directors ;

XII-make publication in the Official Journal of the Union, after submitted to the Army Commander, in the form of the current legislation:

a) the regulation of tenders ;

b) the plan of posts, salaries, advantages and benefits and any other installments that compose the consideration of their employees ;

c) the personnel framework, with the indication, in three columns, of the total jobs and the number of jobs provided and vacant, discriminated by career or category, on June 30 and December 31 each year ; and

d) the personnel regulation, with the rights and duties of employees, the disciplinary regime and the standards on ascertaining responsibilities ;

XIII-promote the elaboration, in each financial year, of the financial statements, in the form of Law No. 6,404, of 1976 ;

XIV-promote the implantation of the corrective procedures recommended by the auditors and control bodies ;

XV-draw up additional information aimed at entrepreneurial evaluation ;

XVI-submit to the Board of Directors matters that are dependent on their decision ; and

XVII-forward copies of the minutes of their meetings to the Boards of Administration and Fiscal, as well as provide information that would allow to assess the performance of IMBEL's activities.

Single Paragraph. It is vetoed to the Directorate to hire loans or financing with non-member public or private financial entities of the national financial system.

Art. 19. The acts and operations that create, modify or extinguish rights or obligations to IMBEL will necessarily contain the signing of the Director-Chairman or the joint signing of two directors, admitting to constituting mandates for these purposes, in act of the Director-President.

Art. 20. Directors will not be able to practice acts of liberality at the expense of IMBEL, nor use the social denomination in foreign operations to social goals, or in mere favor, notably in fiances, avais and allowances.

Art. 21 To the Director-President competes, privately, the Chair and the coordination of the proceedings of the Directorate and in particular:

I-drive and control the activities of IMBEL ;

II-practise the acts of management that do not fall within the remit of the Board or the Board ;

III-represent IMBEL in judgment and out of it, and may, to so much, constitute prosecutors ;

IV-convene and chair the meetings of the Board ;

V-comply with and enforce the deliberations of the Board of Directors and the Board ;

VI-retain the Army Commander and the Board of Directors informed of the activities and situation of IMBEL ;

VII-admit, assign, promote, transfer, remove, dispense, praise and punish employees, in the form of the law and the normative system of IMBEL, allowed the delegation ;

VIII-propose to the Army Commander the requisition of military personnel and public servants ; and

IX-practice other management acts that are assigned to it by the Board and the Board.

Single Paragraph. The internal regiment shall have on the nature of the obligations of the Director-Chairperson who may be delegated.

Art. 22. The internal regiment shall establish the areas of acting of the other directors, setting the respective tasks.

Art. 23. The Board shall meet by convening any of its members, at least fortnightly, with the presence of at least two of its members.

§ 1º The Director-Chairman of IMBEL will have, in addition to the normal vote, the quality.

§ 2º From the board meeting will be washbasin minutes in book of its own.

CHAPTER VIII

DO FISCAL COUNCIL

Art. 24. The Fiscal Board will be integrated by three effective members and respective alternates, Brazilians, having the following composition:

I-a representative of the Ministry of Defence ;

II-a representative of the Army Command ; and

III-a representative of the Secretary of the National Treasury.

§ 1º The members of the Tax Council shall be appointed by the Minister of State for Defence, on the appointment of the Commander of the Army and the Minister of State of the Farm, in the cases of incisos II and III, depending on § 4º of the art. 1º of Decree No 757 of February 19, 1993.

§ 2º The term of office of the members shall be one year, counted from the designation, admitted to redriving.

§ 3º The members of the Fiscal Council, at their first meeting, shall elect their President, to which he shall comply with the deliberations of the organ.

§ 4º In the event of vacancy or possible impediment of the holder, the respective supplier shall be summoned.

Art. 25. To the Fiscal Council, in addition to the powers provided for in Law No. 6,404 of 1976, it is up to:

I-examine the accounting and financial statements of the social year, including the annual report of the administration, making the opinion of its opinion the supplementary information you believe necessary ;

II-accompany the financial and patrimonial management of IMBEL ;

III-scrutinize the budget execution, and may examine books and documents, as well as request information ;

IV-pronounce on the matters referred to it by the Board ;

V-give conclusive opinion on the proposals for net profit application and capital increase ; and

VI-analyze, at least quarterly, the balance sheet and other financial statements elaborated periodically by IMBEL.

§ 1º Higher administration bodies are required to make available, by way of formal communication, to the members in office of the Fiscal Council, within ten days, copy of the minutes of their meetings and, within fifteen days of its elaboration, copies of the balance sheets and other financial statements drawn up periodically, as well as of the budget execution reports.

§ 2º The Fiscal Council, at the request of any of its members, will ask the higher administration bodies for clarification or information, provided that they relate to their supervising function, as well as the elaboration of financial statements or special ledger.

§ 3º The members of the Fiscal Board shall attend meetings of the Board of Directors or of the Board in which it is deliberated on the matters in which they should opinion.

Art. 26. The Fiscal Council shall meet monthly in ordinary session and, extraordinarily, whenever convened by any of its members in office, by the Director-Chair or the Chairperson of the Board of Directors.

§ 1º The Fiscal Board may be worth specific staff advice from the IMBEL framework, or ask for external audit contracting to subsidize its decisions.

§ 2º From the Fiscal Council meeting will be lavish minutes in book of its own.

CHAPTER IX

DAS PROVISIONS RELATING TO THE HIGHER ADMINISTRATION BODIES

AND OF SURVEILLANCE

Art. 27. The exercise of function on the Board of Directors and of office in the Directorate independs on the provision of the guarantee that it treats the art. 148 of Law No. 6,404, 1976.

Art. 28. All members of the upper administration bodies will be Brazilian, being invested in their duties or posts upon terms of possession washed up in their respective meeting minutes of meetings.

§ 1º If the member of the higher administration body does not sign the respective term of possession within thirty days of the date of appointment or designation, the corresponding act shall become without effect, unless accepted justification by the organ for which the appointment or designation has occurred.

§ 2º Fishing the term of management or mandate, the member of the Board of Directors or Fiscal shall remain in the exercise of the function until the investiture of the new holder.

§ 3º The role of advisor is indelegable.

Art. 29. In addition to the other hypotheses provided for in law, you will consider the post of a member of the Tax Board or Administration who no longer appear without justification for more than half of the minimum number of meetings provided for in the financial year annual.

Art. 30. Save for legal order, members of the Board of Directors and Fiscal Council, civilians and military, will do justice to the monthly remuneration corresponding to ten per cent of the average monthly remuneration of directors, and the right to transportation and daily perception to those who do not reside on the site in which the meetings are held.

CHAPTER X

DO PESSOAL

Art. 31. The legal regime of Imbel staff will be that of the Consolidation of Labor Laws, their personnel being selected and admitted in accordance with the legislation in force and the Company's standards.

Single Paragraph. The hiring of employees will be given by holding public tender for evidence, or evidence and securities, ressaved nominations for positions in commission, free appointment and exoneration.

Art. 32. The assignment of Navy, Army or Aeronautical Military to IMBEL will depend on authorization from the Commander of the respective Force.

CHAPTER XI

DO SOCIAL EXERCISE

Art. 33. The social exercise of IMBEL will correspond to the calendar year and the general balance sheet will be effected, for all purposes of law, on December 31 of each year.

Art. 34. IMBEL will send to the Army Commander the process of accountability for each financial year in the form of the legislation in force.

CHAPTER XII

DAS FINANCIAL STATEMENTS

Art. 35. At the end of each social year, the Directorate will draw up, on the basis of IMBEL's accounting write-in, in the form of Law No. 6,404 of 1976, the financial statements, which should clearly express the situation of the estate and mutations occurred in the exercise.

CHAPTER XIII

DOS PROFITS AND RESERVATIONS

Art. 36. The result of the exercise, after deduction to meet any accumulated losses and provision for income tax, will have the following destination:

I-five percent for legal reservation constitution, until this reach value corresponding to twenty percent of the social capital ; and

II-twenty-five per cent, at the very least, for dividend payment.

§ 1º The proposal on the purpose of profit for the financial year, after conclusive analysis of the internal organs of IMBEL, will be submitted to the approval of the Minister of State for Finance

§ 2º The cumulative damage should preferably be deducted from the social capital, in the form provided for in Law No. 6,404 of 1976.

§ 3º It may be imputed to the value for dividends the value of the remuneration, paid or credited, on interest on equity, under the relevant legislation.

§ 4º On the values of dividends and interest, the title of remuneration on equity, due to the National Treasury and the other shareholders, will focus on financial charges equivalent to the SELIC fee, starting from the closure of the social year until the day of the effective collection or payment, without prejudice to the incidence of moratorial interest, where such collection or payment does not occur on the date fixed in law or deliberation of the Board, should be considered as a daily rate, to update that value during the five working days prior to the date of payment or pick-up, the same SELIC fee released on the fifth working day preceding the day of the effective discharge of the obligation.

Art. 37. The proposal that it treats § 1º of the art. 36 of this Statute shall be published in the Official Journal of the Union in up to thirty days, from the date on which they are approved.

CHAPTER XIV

SUBSIDIARIES AND ASSOCIATES

Art. 38. When it comes to the constitution of subsidiaries, IMBEL will always have the domain of more than fifty per cent of the shares entitled to vote, being vetoed to the administrators the practice of any act or compromise that may result in the breach of this control.

CHAPTER XV

DAS FINAL PROVISIONS

Art. 39. In the event of an extinction of IMBEL, its assets and rights, serviced the charges and responsibilities assumed and respected the rights of third parties, will revert to the Union's estate, upon proposal of the Army Commander.