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Objective

Article 1 - This Regulation aims to establish the operating rules of the Fiscal Council of Marcopolo S.A. (the Company), its competencies, duties and responsibilities, and its representation in the other organs of the Society, observing the Company bylaws and the Corporations Law.

Composition

Article 2 - The Fiscal Council, when instated and in accordance with the legal and statutory provisions, shall be composed of at least three (3) and a maximum of five (5) regular members and an equal number of alternates; shareholders or not, resident in the country, which may be re-elected met the requirements of the legislation.

Sole Paragraph: In case of absence or impediment exceeding one month, and in case of resignation or death of any of the permanent members, they will be replaced by their alternate.

Article 3 - The Councilors, at its first meeting after signing the Instrument of Title, shall choose a Chairman from its members.

First Paragraph: The President shall convene and preside the meetings of the Fiscal Council, prepare meeting agendas, represent the Fiscal Council before other bodies of the Company, comply with and enforce the Internal Regulations of the Fiscal Council, as well as coordinate the flow of information and contacts with management and professionals from different areas of the Company, and with internal and external auditors.

Second paragraph: In the absence or incapacity of the President, and in case of vacancy, the Fiscal Council shall appoint a replacement.

Article 4 - The effective investiture of the members elected to the Fiscal Council of the Company shall be conditioned to the signing of the Instrument of Consent of members of the Fiscal Council, alluded in the Level 2 of Bovespa.

Competence, Opinions and Representations

Article 5 - The Fiscal Council duties shall include:

  1. Monitoring, by any of its members, the managers' actions and verify compliance with legal and statutory duties;
  2. opinion on the annual management report, including the additional information it deems necessary or useful for the resolution of the General Assembly;
  3. comment on the proposals of the management bodies to be submitted to the general assembly regarding the modification of the share capital, issuance of debentures or subscription bonuses, investment plans or capital budgets, dividend distribution, transformation, merger or split ;
  4. the report, by any of its members, to the management bodies and, if they do not take the necessary steps to protect the interests of the company, to the General Assembly, any errors, frauds or crimes found and suggest useful measures to the company ;
  5. convene the Ordinary General Meeting, if the administrative bodies delay for more than a month the call and the extraordinary, whenever serious or urgent reasons, including in the meeting agenda the matters they deem necessary;
  6. review, at least quarterly, the balance sheet and other financial statements prepared periodically by the company;
  7. examine the financial statements of the year and opine on them;
  8. perform such duties, during the liquidation, in view of the special provisions which govern it;
  9. review the reports of the external and internal audit of the accounting system and internal controls, the comments from management and monitor the implementation thereof

Article 6 - The Fiscal Council, at the request of any of its members, may request to the Company and / or to the independent auditors, any clarifications or information and verification of specific facts, as it deems necessary to perform its functions.

Sole Paragraph: Even If the Council deliberates on the dismissal of the request for information, it will still be forwarded to the company management, however, accompanied by a statement of the minutes of the meeting where it was examined.

Article 7 - The members of the Fiscal Council, or at least one of them, shall attend meetings of the General Assembly and respond to inquiries from shareholders.

Duties and Responsibilities

Article 8 - The Fiscal Council shall have the same duties of administrators as in articles 153 to 156 of the Corporations Act and they are liable for damage arising from failure to fulfill their duties and acts with negligence or willful misconduct, or violation of law or statute.

Article 9 - The members of the Fiscal Council shall perform their duties solely in the interest of the Company, and it is considered abusive exercise of the function with the purpose of causing damage to the Company or its shareholders and administrators, or to obtain for theirself or to another one, unflattering advantage and what results or may result in loss for the Company, its shareholders or administrators.

Article 10 - The members of the Fiscal Council shall attend the meetings of the Executive Board and the Board of Directors whenever requested and when such bodies deliberate on matters where the Audit Committee must opine.

Article 11 - In accordance with the Policy on Disclosure of Information of the Company and legislation, should the members of the Fiscal Council:

  1. base their conduct in accordance with the principles of good faith, loyalty and truthfulness, and not being able to use inside information prior to its disclosure to the market, should ensure that the disclosure of all relevant information reaches all investors simultaneously and in an uniform way;
  2. notify the Company about the ownership and securities trading issued by the Company itself on the first working day after the investiture in office, and within five days after each trade;
  3. submit to the Company the information referred to in Article 12 of CVM Instruction 358/02, immediately after reaching direct or indirect participation, that corresponds to 5% or more of the species or class of share capital of the Company, as well as every time that the participation increases or reduces by 5% of the total of the species or class;
  4. join and comply with the Trading Policy of Securities issued by the Company.

Article 12 - Documents and information which have not yet been disclosed and / or published by the Company, pursuant to the law, and that may be available to the Fiscal Council shall be filed at the Company for any queries and must be kept in the strictest secrecy.

Meetings

Article 13 - The members of the Fiscal Council shall meet regularly at least six times a year, according to a timetable to be agreed at the first meeting of each new term. If necessary, additional meetings may be held. Meetings may also be held by video or teleconference.

Article 14 - Meetings of the Fiscal Council shall be convened by letter, email or phone, at least 5 days in advance, by the President, or by any other Fiscal Adviser, this formality being exempted for meetings when all members of the Council are present.

Article 15 - Meetings of the Fiscal Council will be installed properly with the presence of a majority of its members, and decisions are carried by the majority.

Article 16 – From the meetings of the Fiscal Council shall be drawn up the minutes in the form of summary, transcribed in its own book, brought to the attention of the management bodies and made available to shareholders at the Company headquarters.

Remuneration

Article 17 - The members of the Fiscal Council will receive the compensation established in the General Assembly that elect them, under the terms of § 3 of Article 162 of the Corporations Act

General Provisions

Article 18 - Omissions in the present Internal Regulations shall be resolved in the Fiscal Council meeting, always observing the applicable legal standards.

Article 19 - The present Internal Regulations may only be amended by resolution of the majority of the members of the Fiscal Council.

Caxias do Sul, RS, July 30, 2007

Last updated on 2014-07-24T10:39:42