Bylaws (Last Update 12/13/23)

Chapter I - Corporate Name, Headquarters, Jurisdiction, Purpose and Duration

Article 1º. SLC AGRÍCOLA S.A. (“Company”) is a corporation governed by these Bylaws and the prevailing legislation.

Parágrafo único. With the insertion of the Company in the Novo Mercado  of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), the Company, its Shareholders (including controlling shareholders), Management and members of the Fiscal Council, when installed, are subject to the Regulations of the Novo Mercado of B3.

Article 2º. The Company’s headquarters and jurisdiction are in the City of Porto Alegre, State of Rio Grande do Sul, at Av. Nilo Peçanha, 2.900, room 301, Bairro Chácara das Pedras, CEP nº 91330-001

Sole Paragraph. The Company may open, close and change the address of branches, agencies, warehouses, distribution centers, offices and any other establishments in the country or abroad by resolution of the Board of Executive Officers, in compliance with the provisions of article 23, item XI, of these Bylaws.

Article 3º. The Company’s business purpose is: (i) agriculture and livestock activities; (ii) production and sale of seeds and seedlings; (iii) processing and sale of its products, also exporting and importing goods for its own use; (iv) supplying its employees with primary agricultural and livestock products and commodities in general; (v) provision of services involving handling, cleaning, drying and storing of third party’s cereal grains; (vi) supply of services involving agricultural machinery and tools to third parties; (vii) sale, import and export of agricultural products; (viii) agribusiness activities involving the processing of own sugarcane production and that acquired from third parties, as well as the manufacturing and sale of sugar, ethanol and its by-products; (ix) warehousing activities in general, and (x) production of crude vegetable oil, edible or not.

Sole Paragraph. The Company may explore other fields related to the purpose mentioned in article 3 above and hold interest in other companies in the Country or abroad.

Article 4º. The Company’s duration is indeterminate.

Chapter II - Capital Stock

Article 5º. The capital stock is two billion, twelve million, five hundred and one thousand, five hundred and nine reais and eighty-five cents (R$2,012,521,509.85) divided into four hundred and forty-three million, three hundred and twenty-nine thousand, seven hundred and sixteen (443,329,716) non-par, registered, book-entry common shares.

Article 6º. The Company is authorized to increase its capital stock, regardless of amendment to Bylaws, in up to more than seven million eight hundred thousand (7,800,000) non-par, book-entry, registered common shares.

Paragraph 1. Within the limit authorized in this article, the Company may, by resolution of the Board of Directors, increase its capital stock, regardless of amendment to Bylaws. The Board of Directors shall define the number, price and payment term and other share issue conditions.

Paragraph 2. Within the limit of authorized capital, the Board of Directors may resolve on the issue of subscription bonus.

Paragraph 3. Within the limit of authorized capital, and pursuant to the plan approved by the General Meeting, the Company may grant stock options to managers, employees or individuals rendering services to it, or to managers, employees or individuals rendering services to the companies under its control, excluding the shareholders’ preemptive right in the granting and exercise of stock options.

Paragraph 4.  The Company is forbidden to issue founder’s shares.

Article 7º. The capital stock shall be exclusively represented by common shares and each common share shall grant the right to one vote in the resolutions of the General Meeting.

Sole Paragraph. The transfer and registration costs, as well as the service cost related to the book-entry shares, may be directly charged from shareholders by the depository institution, to be defined in the share bookkeeping agreement.

Article 8º. All the Company’s shares are book-entry, held in a deposit account, at a financial institution authorized by the Brazilian Securities and Exchange Commission (“CVM”) appointed by the Board of Directors, on behalf of its titleholders, without issuing certificates.

Article 9º. At the discretion of the Board of Directors, the preemptive right may be excluded or reduced in the issuance of shares, debentures convertible into shares and subscription bonus whose placement takes place at stock market sales or by public subscription, or also in the swap of shares in a takeover bid, pursuant to the law, within the limit of authorized capital.

Chapter III - General Meeting

Article 10. The General Meeting shall meet ordinarily once a year and extraordinarily when called pursuant to the provisions of Law 6,404, of December 15, 1976, as amended (“Brazilian Corporation Law”) or these Bylaws.

Paragraph 1. The General Meeting shall be called by the Board of Directors, or in cases provided for by law, by shareholders or by the Fiscal Council

Paragraph 2. The Shareholders Meeting resolving on the cancellation of the Company’s registration as a publicly-held company or waiver of the need to hold a tender offer in the event of voluntary withdrawal from the Novo Mercado segment must be called at least thirty (30) days in advance.

Paragraph 3. The General Meeting may only resolve on agenda matters, mentioned in respective call notice, with exception of the cases set forth in the Brazilian Corporation Law.

Article 11. The General Meeting shall be instated and presided over by the Chairman of the Board of Directors, or in his absence or impediment, instated and chaired by another Board member, Officer or shareholder appointed in writing by the Chairman of the Board of Directors. The Chairman of the General Meeting shall appoint up to two (2) Secretaries.

Article 12.  The General Meetings’ resolutions shall be taken by attending majority vote.

Article 13. The shareholders shall present at the General Meetings at least seventy-two (72) hours in advance, in addition to the identity document and/or related corporate documents evidencing the legal representation, as the case may be: (i) a statement issued by the depositary institution at most five days prior to the date of the General Meeting; (ii) a power of attorney bearing the grantor’s notarized signature; and/or (iii) concerning shareholders participating in the fungible custody of the registered shares, the statement containing the respective shareholding issued by the proper authority.

Article 14. The minutes of the Meetings shall be drawn up in the Minutes Book of the General Meetings in the summary format of occurred facts and published omitting the signatures.

Article 15. The General Meeting, besides the duties provided for by law, is responsible for:

  1. electing and removing from office the members of the Board of Directors and of the Fiscal Council, when instated;
  2. establishing the global annual compensation of the management as well as of the members of the Fiscal Council, if instated;
  3. amending the Bylaws;
  4. resolving on the dissolution, liquidation, merger, spin-off, incorporation of the Company, or of any company thereinto;
  5. allocating stock dividends and decide on any share grouping and splitting;
  6. approving stock options plans destined to managers, employees or individuals rendering services to the Company or its subsidiaries;
  7. resolving, according to proposal submitted by the management, on the allocation of income for the year and the distribution of dividends;
  8. electing and dismissing the liquidator, as well as the Fiscal Council, which shall operate during the liquidation period;
  9. to resolve on the waiver of the need to hold a tender offer in the event of voluntary withdrawal from B3’s Novo Mercado segment;
  10. resolving on the Company’s deregistering as a publicly-held company from CVM;
  11. Resolving on any matter submitted to it by the Board of Directors.

 

Chapter IV - Management Bodies

Section I – General Provisions of the Management Bodies

Article 16. The Company shall be managed by the Board of Directors and the Board of Executive Officers. The positions of Chairman of the Board of Directors and Chief Executive Officer, may not be held by the same person.

Paragraph 1. The investiture of managers is conditioned on the signing of the instrument of investiture, which must provide that the manager is subject to the arbitration clause mentioned in article 49 of these Bylaws, with any management guarantee waived,  and to compliance with the legal requirements applicable.

Paragraph 2. The managers shall remain in office until the investiture of their deputies, unless if otherwise resolved by the General Meeting or by the Board of Directors, as the case may be.

Article 17. The General Meeting shall set forth the global amount of managers’ compensation, and the Board of Directors shall be responsible, at a meeting, for establishing the individual compensation of the Board members and executive officers.

Article 18. Except for the provision herein, any management bodies validly meet with the attendance of the majority of its respective members and resolve by the absolute majority vote of attending members.

Sole Paragraph. The previous call of meeting as condition of its validity is only waived if all its members attend the meeting. The members of the management body voting by means of delegation made on behalf of another member of respective body shall be deemed as attending the meeting, by advanced written vote and by written vote sent by fax, email or by any other communication means.

Article 19. Under article 156 of the Brazilian Corporations Law, Company managers with a conflicting personal interest must inform the other members of the Board of Directors or Board of Executive Officers of their impediment and cause the minutes of the Board of Directors or Board of Executive Officers meeting to register the nature and extent of their impediment

Section II – Board of Directors

Article 20. The Board of Directors shall comprise between a minimum of five,  and a maximum of seven members, elected by the General Meeting, with a unified two-year term of office, considering each year as the period between two Annual General Meetings, and reelection is allowed.

Paragraph 1. At the General Meeting whose purpose is to resolve on the election of the Board of Directors’ members, the shareholders shall firstly define the effective number of Board of Directors’ members to be elected.

Paragraph 2.  Members of the Board of Directors, at least two (2) or twenty percent (20%), whichever the highest, must be independent members, per the definition of the Novo Mercado Regulations, and at least one third (1/3) of them must also meet the definition of independent member of the Brazilian Corporate Governance Code – Publicly-held companies. The characteristics of the members appointed to the Board of Directors as independent members must be deliberated at the Shareholders Meeting in which they are elected.

Paragraph 3. If the calculation of the twenty percent (20%) mentioned in the previous paragraph results in a fractional number, the Company will round such number to the integer immediately higher. When compliance with the one third (1/3) fraction mentioned in paragraph 2 of this article results in a fractional number of members, such number will be rounded to an integer as follows: (i) the number immediately higher, when the fraction is zero point five (0.5) or higher; or (ii) the number immediately lower when the fraction is lower than zero point five (0.5).

Paragraph 4. When term of office expires, the Board of Directors’ members shall remain in office until the investiture of the newly-elected members.

Paragraph 5. The General Meeting may elect one or more deputies for the members of the Board of Directors. However, there should not be more than one deputy for each Board member.

Paragraph 6. The member of the Board of Directors or deputy may not have access to information or participate in Board of Directors’ meetings related to matters over which he/she may have or represents conflicting interest with the Company’s interests.

Paragraph 7. The Board of Directors, for a better performance of its duties, may create committees or work groups with defined objectives, which shall act as auxiliary bodies without decision-making powers, always intending to advise the Board of Directors, being composed of persons appointed thereby among the management members and/or other persons, either directly or indirectly related to the Company.

Paragraph 8 If any position of Director is vacant, an alternate member will be appointed by the remaining Directors to serve until the next Shareholders Meeting.

Article 21. The Board of Directors shall have one (1) Chairman and one (1) Vice-Chairman, who shall be elected by absolute majority vote of attending members in the first meeting of the Board of Directors held immediately after the investiture of said members, or whenever waiver or vacancy in those positions occurs.

Paragraph 1. The Chairman of the Board of Directors shall call and preside over the meetings of the body and the General Meetings, except for, in the event of General Meetings, the cases in which he/she appoints in writing another board member, officer or shareholder to chair the meeting.

Paragraph 2. In the Board of Directors’ resolutions, the Chairman shall be responsible for, besides his own vote, the casting voting in the event of a tie resulting from an even number of Board members. Each board member shall be entitled to one (1) vote in the Board of Directors’ resolutions, which shall be taken by majority vote of its members.

Paragraph 3. The Vice-Chairman shall perform the duties of the Chairman in the event of his/her absence and temporary impediment, regardless of any formality. In the absence or temporary impediment of the Chairman and Vice Chairman, the duties of the Chairman shall be performed by another member of the Board of Directors appointed by the Chairman.

Article 22. The Board of Directors will meet, on an ordinary basis, at least six (6) times a year, per the annual calendar to be approved by the Board of Directors at the first meeting held after the election and, on an extraordinary basis, at any time, as called in accordance with paragraph 1 of this article. The Board of Directors may resolve, unanimously, on any other matter not included in the agenda of the special meetings.

Paragraph 1. The calls to the meetings shall be made through written notice delivered to each member of the Board of Directors at least fifteen (15) days in advance, unless the majority of its acting members determine a shorter period, however not lower than forty-eight (48) hours, and indicating the date, time, place, detailed agenda and documents to be considered at that meeting, if any. AnyBoard Director may, through a written request to the Chairman, include items on the agenda of the regular meeting.

Paragraph 2. All resolutions of the Board of Directors shall be included in the minutes drawn up in the respective Minutes Book of the Board of Directors’ Meetings, and each member shall be given copy of said minutes after the meeting.

Article 23. The Board of Directors is responsible, in addition to the other duties that may be assigned thereto by the law or by the Company’s Bylaws:

  1. to set the general direction of the Company’s business;
  2. to elect and dismiss the Officers, as well as to determine their duties;
  3. to establish the Officers’ compensation, fringe benefits and other incentives, within the global compensation limit of the management approved by the General Meeting;
  4. to inspect the management of the Officers; to examine at any time Company books and documents; to request information about agreements executed or to be executed and any other acts;
  5. to select and dismiss the independent auditors, as well as to call them to provide the clarifications it deems necessary about any matter;
  6.  to examine the Management Report, the Board of Executive Officers’ accounts and the financial statements of the Company and resolve on their submission to the General Meeting;
  7. to approve and review every year: (a) the annual budget related to the Company’s revenues and expenses; (b) the capital budget, mainly long term investments; (c) the annual business plan specifying the basic operations and general fundamentals and reasons for the adopted strategies.
  8. to resolve on the call for the General Meeting, when deemed convenient or in the event of article 132 of the Brazilian Corporation Law;
  9. to submit to the Annual General Meeting a proposal for allocation of net income for the year, as well as to resolve on drawing up of semiannual balance sheets or balance sheets for shorter periods and the payment of dividends or interest on own capital deriving from those balance sheets, as well as to resolve on the payment of interim dividends to the account of retained earnings or profit reserves, existing in the last annual or semiannual balance sheet;
  10. to submit to the General Meeting a proposal of amendment to the Company’s Bylaws;
  11. to submit to the General Meeting a proposal for dissolution, merger, spin-off and incorporation of the Company and merger into the Company of other companies, as well as to authorize the organization, dissolution or liquidation of subsidiaries and the setting up and closing of industrial units in the country or abroad;
  12.  to voice previously about any matter to be submitted to the General Meeting; to approve the vote of the Company in any corporate resolution related to the Company’s subsidiaries or associated companies;
  13. to authorize the issue of Company shares, within the limits authorized in article 6 hereof, establishing the price, payment term and share issue conditions, and also to exclude the preemptive right or reduce the exercise term in the issue of shares, subscription bonus and convertible debentures, the placement of which is made through sale at stock exchange or by public subscription or in a public takeover bid, as provided for by law;
  14. to resolve on the issue of subscription bonus, as provided for in paragraph 2 of article 6 hereof;
  15. to grant stock option to managers, employees or individuals rendering services to the Company or its subsidiaries, without preemptive right to shareholders, pursuant to the plans approved in the General Meetings;
  16. to resolve on the trading of shares issued by the Company including stock buyback, for the purposes of cancellation or holding in treasury and respective disposal, pursuant to the relevant legal provisions;
  17. to resolve on the issue of simple, unsecured debentures, not convertible into shares;
  18. to resolve, by delegation of the General Meeting upon the issue of debentures by the Company, on the period and conditions for maturity, amortization or redemption, on the period and conditions for payment of interest, profit sharing and refund premium, if any, and the means of subscription or placement, as well as the types of debentures;
  19. to determine the limit of authority of the Board of Executive Officers to issue any credit instrument to raise funds, whether bonds, notes, commercial papers, or others commonly used in the market, as well as to establish their issue and redemption conditions, and it may, in cases to be defined, require the prior authorization of the Board of Directors as a condition of validity of act;
  20. to establish the profit sharing of the officers and employees of the Company and its subsidiaries, and it may decide for the non-distribution of any profit sharing;
  21. to decide on the payment or credit of interest on own capital to shareholders, pursuant to the applicable law;
  22. to authorize the purchase or sale of investments in equity interests, as well as to authorize leasings of industrial units, corporate associations or strategic alliances with third parties;
  23. to establish the authority limit of the Board of Executive Officers for the purchase or sale of permanent assets and real estate, as well as to authorize the purchase or sale of permanent assets of amount higher than the authority limit of the Board of Executive Officers, unless if the transaction is contemplated in the Company’s annual budget;
  24. to establish the authority limit of the Board of Executive Officers to create in rem guarantees and give guarantees, sureties and collateral to own liabilities, from its subsidiaries and associated companies, as well as to authorize the creation of in rem guarantees and the tendering of guarantees, sureties and collateral to own liabilities, from its subsidiaries and associated companies, of amount higher than the authority limit of the Board of Executive Officers;
  25. to establish the authority limit of the Board of Executive Officers to contract indebtedness, as loan or issue of bonds or assumption of debt, or any other legal business affecting the Company’s capital structure, as well as to authorize the contracting of indebtedness, as loan or issue of bonds or assumption of debt, or any other legal business affecting the Company’s capital structure of amount higher than the authority limit of the Board of Executive Officers;
  26. Xto grant, in special cases, specific authorization so that certain documents may be signed by only one Officer, of which minutes shall be drawn up in the Company’s records;
  27. to approve the engagement of an institution providing share bookkeeping services;
  28. to approve the policies for disclosure of information to the market and trading of the Company’s securities;
  29. to resolve on any matter submitted thereto by the Board of Executive Officers, as well as to call the members of the Board of Executive Officers for joint meetings, whenever it deems convenient;
  30. to create Committees and establish the respective internal regulations and responsibilities; and
  31. issue an opinion on the terms and conditions of any corporate restructuring, capital increases and other transactions that cause a change in controlling interest, determining whether they ensure fair and equitable treatment to the Company’s shareholders;
  32. assess and disclose annually the members of the Board of Directors deemed independent and justify any circumstances that may compromise their independence;
  33. express its opinion for or against any public tender offer of Company shares or securities convertible into or exchangeable for shares of the Company, via prior, substantiated report disclosed within fifteen (15) days from publication of the notice of public tender offer, which must address, at least (i) the appropriateness and timeliness of the public tender offer as to the interests of the Company and of its shareholders and to the liquidity of the securities they own; (ii) the repercussions of the public tender offer on the Company’s interests; (iii) the strategic plans disclosed by the offeror in relation to the Company; (iv) the Company’s value; and (v) other aspects the Board of Directors find pertinent, as well as any information required under the applicable CVM rules;
  34. to provide for, observing the rules of these Bylaws and prevailing law, the order of its works and adopt or enact regulations for its operation.
  35. to pre-establish policies for hedge/LI operations; and
  36. define business strategies considering the impacts of the Company’s activities on society and the environment, for the perpetuity of the Company and creation of value in the long term;
  37. periodically assess the Company’s exposure to risks and the efficiency of risk management systems, internal controls and integrity/compliance system and approve a risk management policy compatible with the Company’s business strategies;
  38. annually revise the corporate governance system, aiming to improve it;
  39. define the Company’s ethical values and principles and ensure transparency in the Company’s relationship with all its stakeholders;
  40. approve an annual calendar with the dates of ordinary Board of Directors meetings and an estimate of the annual agenda with relevant matters and discussion dates proposed by the Chairman of the Board of Directors; and
  41. analyze related-party transactions, in accordance with the materiality criteria envisaged in an internal policy, by itself or one of its committees, reporting to the Board of Directors (if analyzed by a committee).

Sole paragraph. The approval authority of the Board of Executive Officers, envisaged in items XIX, XXIII, XXIV and XXV of article 23 of these Bylaws, will be periodically revised by the Board of Directors to assess the need to make any changes.

Section III – Board of Executive Officers

Article 24. The Board of Executive Officers, the members of which are elected and removed from office at any time by the Board of Directors, shall be composed of at least two (2) and no more than four  (4) Officers, one of whom shall be the Chief Executive Officer, along with the Chief Financial and Investor Relations Officer and the other Officers with no specific designation. The positions of Chief Executive Officer and Chief Financial and Investor Relations Officer are mandatory. The Officers shall have a unified term of office until the first Board of Director’s’ Meeting held as of two (2)  years following their election, it is possible that the inauguration of those elected may coincide with the end of the term of office of their predecessors.

Paragraph 1. In the event of resignation or dismissal of the Chief Executive Officer, or of the Chief Financial and Investor Relations Officer when it implies non-compliance with the minimum number of Officers, the Board of Directors shall be called to elect an alternate member, who shall complete the respective term of office of the replaced member.

Paragraph 2. In the event of absence or temporary impediment, the Chief Executive Officer shall be replaced by the Chief Financial and Investor Relations Officer or, in the absence of the latter, by any of the other Officers.

Article 25. The Chief Executive Officer is responsible for: (i) executing and enforcing the resolutions of the General Meetings and the Board of Directors; (ii) establishing targets and goals for the Company; (iii) managing and guiding the preparation of the Company’s annual budget, capital budget and business plan; (iv) coordinating, administering, managing and supervising all the Company’s businesses and operations, especially the commercial, logistics, industrial, administrative, agricultural planning, research and human resources areas in Brazil and abroad; (v) managing and guiding the Company’s market and quality policy analyses and the implementation of operating standards, methods and routines; (vi) coordinating the activities of the other officers of the Company and its subsidiaries, in Brazil and abroad, in compliance with the specific duties set forth in these Bylaws; (iv) managing in the highest level the Company’s public relations and guiding the institutional advertising; (viii) calling and chairing the meetings of the Board of Executive Officers; (ix) representing the Company in person or by proxy in the meetings or other corporate acts of companies in which it holds interest; and (x) other duties assigned to him/her from time to time by the Board of Directors.

Article 26. The Chief Financial and Investor Relations Officer is responsible for: (i) coordinating, administering, managing and supervising the Company’s financial, accounting and investor relations areas; (ii) representing the Company before shareholders, investors, market analysts, the Brazilian Securities and Exchange Commission, Stock Exchanges, the Central Bank of Brazil and other control authorities and other institutions related to activities developed in capital markets in Brazil and abroad; (iii) managing and guiding the preparation of the annual budget and the capital budget; (iv) managing and guiding the Company’s treasury activities, including fund raising and administration, as well as the hedge policies pre-established by the Board of Directors; and (v) other duties assigned to him/her by the Board of Directors.

Article 27. The Officers with no specific designation are responsible, if elected, for assisting the Chief Executive Officer to coordinate, administer, manage and supervise the Company’s business, according to the other duties assigned to them from time to time by the Board of Directors.

Article 28. The Board of Executive Officers has all powers to practice the acts necessary to regularly operate the Company and execute the Company’s purposes, no matter how special they are, including waiving rights, compromising and agreeing, observing the relevant legal or statutory provisions. Observing the authority limit of the Board of Executive Officers defined by the Board of Directors in events provided for in article 23 hereof, it shall be responsible for administering and managing the Company’s businesses, especially:

  1. to comply and enforce the compliance with these Bylaws and the resolutions of the Board of Directors and of the General Meeting;
  2. to yearly prepare the Management Report, the Board of Executive Officers’ accounts and the Company’s financial statements, accompanied by the independent auditors report, as well as the proposal for allocation of income earned in the previous year, for examination by the Board of Directors and the General Meeting;
  3. to propose to the Board of Directors the annual budgets, the capital budget and the business plan, reviewed and approved every year;
  4. to resolve on the setting up and closing of branches, warehouses, distribution centers, offices, divisions, agencies, representations by itself or third parties, in any part of the country or abroad; and
  5. to decide on any matter which is not the private responsibility of the General Meeting or the Board of Directors.

Article 29. The Board of Executive Officers validly holds a meeting with the attendance of two (2) Officers, one of whom shall always be the Chief Executive Officer, and resolves by the absolute majority vote of attending members, with the CEO being responsible for the casting vote in the event of a tie vote.

Article 30. The Board of Executive Officers shall meet whenever it is called by the Chief Executive Officer or the majority of its members. The Board of Executive Officers’ meetings may be held by conference call, video conference or any other communication means that allows the identification and the simultaneous communication between Officers and all other persons attending the meeting.

Article 31. The calls for the meetings shall be made by written notice delivered at least two (2) business days in advance and shall contain the agenda, date, time and place of the meeting.

Article 32. All the resolutions of the Board of Executive Officers shall be mentioned in the minutes drawn up in the respective minutes book of the Board of Executive Officers’ meetings and signed by the attending officers.

Article 33. The Company shall always be represented in all acts by (i) the joint signature of two Officers; or (ii) by the joint signature of one Officer and one attorney-in-fact invested with specific and express powers; or also (iii) by the signature of two attorneys-in-fact acting jointly, provided they are invested with specific and express powers.

Paragraph 1. All the powers of attorney shall be granted by two Officers, jointly, by means of power of attorney with specific powers and determinate term, except in the events of ad judicia powers of attorney, in which case the power of attorney may have an indeterminate duration, by means of public or private instrument.

Paragraph 2. The acts performed by Officers, attorneys-in-fact, agents or employees involving business or transactions outside the scope of the corporate purpose or interests, including sureties, guarantees, endorsement or any guarantee in favor of third parties, shall be expressly prohibited and deemed null and invalid in relation to the Company, unless expressly approved by the Board of Directors at a meeting and in the cases the Company provides guarantees, sureties and warranties to subsidiaries or associated companies, at any bank, credit or financial institution, rural loan, commercial credit, or foreign exchange contract departments, and other operations not specified herein, and for these acts the Company shall be represented by at least two Officers, or by one officer and one attorney-in-fact with specific powers to perform the act.

Section IV – Committees

Article 34. The Statutory Audit Committee, advisory body to the Board of Directors, is composed by a minimum of (3) members appointed by the Board of Directors, at least one (1) of them being an Independent Director, as defined in the Novo Mercado Regulations, and at least one (1) with recognized experience in corporate accounting matters.

Paragraph 1. A member of the Statutory Audit Committee may accumulate both characteristics mentioned in the head provision of this article.

Paragraph 2. The Board of Directors will approve the charter of the Statutory Audit Committee, which will establish rules for the calling, installation, vote and periodicity of meetings, terms of office, qualification requirements for members and the activities of the coordinator of the Statutory Audit Committee, among other matters.

Article 35. The Statutory Audit Committee has the following responsibilities:

  1. issue an opinion on the hiring or replacement of the Company’s independent auditors;
  2. assess the quarterly financial information and interim and annual financial statements;
  3. monitor the activities of internal audit and of the Company’s internal controls area;
  4. assess and monitor the Company’s risk exposure;
  5. assess monitor and recommend to the management the adjustment or improvement of the Company’s internal policies, including the policy on related-party transactions
  6. have means for receiving and treating information on the violation of legal and regulatory provisions applicable to the Company, as well as internal regulations and codes establishing specific procedures for protecting whistleblowers and maintaining the confidentiality of information; and
  7. assist the Board of Directors with the monitoring and quality control of financial statements, internal controls, risk management and compliance

Article 36. In addition to the Statutory Audit Committee, other committees may be set up by the Board of Directors from time to time.

Sole paragraph. The Board of Directors will approve the charter of the other committees that may be set up, which will establish its responsibilities, composition, rules for the calling, installation, vote and periodicity of meetings, terms of office, qualification requirements for members and the activities of the coordinator of each committee, among other matters.

Chapter V - Fiscal Council

Article 37. The Fiscal Council shall operate on a non-permanent basis, with powers and attributions assigned thereto by law and shall only be instated by resolution of the General Meeting or by request of the shareholders, in the events provided for by law.

Article 38. When instated, the Fiscal Council shall be composed of, at least, three (3) and at most five (5) sitting and deputy members, in equal number, shareholders or not, elected and removable at any time by the General Meeting.

Paragraph 1. The members of the Fiscal Council shall serve their term up to the first Annual General Meeting held after their election, and they may be reelected.

Paragraph 2. The Fiscal Council members, in their first meeting, shall elect their Chairman.

Paragraph 3. The investiture of sitting or alternate Audit Board members is conditioned on the signing of the instrument of investiture, which must provide that the member is subject to the arbitration clause mentioned in article 49 of these Bylaws and to compliance with the legal requirements applicable.

Paragraph 4. The Fiscal Council’s members shall be replaced, in their absences and impediments by their respective deputies, by age order starting with the oldest.

Paragraph 5. In case of vacancy in the position of member of the Fiscal Council, the respective deputy shall take his/her place; in the event there is no deputy, the General Meeting shall be called to elect a member for the vacant position.

Article 39. When instated, the Fiscal Council shall meet whenever necessary and have all duties assigned to it by law.

Paragraph 1. Regardless of any formalities, the meeting to which all members of the Fiscal Council attend shall be considered as regularly called.

Paragraph 2. The Fiscal Council expresses its opinion by absolute majority of votes, with the attendance of the majority of its members.

Paragraph 3. All resolutions of the Fiscal Council shall be mentioned in the minutes drawn up in the respective Minutes and Opinions book of the Fiscal Council and signed by the attending Fiscal Council Members.

Article 40. The compensation of the Fiscal Council’s members shall be determined by the General Meeting electing them, in compliance with Paragraph 3 of Article 162 of the Brazilian Corporation Law.

Chapter VI - Profit Sharing

Article 41. The fiscal year starts on January 1 and ends on December 31 each year.

Sole Paragraph. At the end of each fiscal year, the Board of Executive Officers shall prepare the Company’s financial statements, in compliance with the applicable legal provisions.

Article 42. Together with the fiscal year’s financial statements, the Board of Directors shall submit to the Annual General Meeting a proposal on the allocation of the net income for the year, calculated after deducting the interests referred to in Article 190 of the Brazilian Corporation Law, as provided for in Paragraph 1 of this article, adjusted for the purposes of calculating dividends, pursuant to Article 202 of the same law, in compliance with the following order of deduction:

(a) 5% (five per cent)  shall be used, prior to any other allocation, to set up a legal reserve, which shall not exceed 20% (twenty per cent) of the capital stock. In the year in which the legal reserve balance added of the capital reserve amounts referred to in Paragraph 1 of article 182 of the Brazilian Corporation Law exceeds 30% (thirty per cent) of the capital stock, the allocation of part of the net income for year to the legal reserve shall not be mandatory;

(b) a portion, upon proposal by the management bodies, may be allocated for setting up a contingency reserve and for reversal of the reserves of prior years, pursuant to Article 195 of the Brazilian Corporation Law.

(c) upon proposal by the management bodies, a portion of the net income arising from donations or governmental subsidies for investments may be allocated for the fiscal incentive reverse, which may be excluded from the mandatory dividend calculation basis.

(d) in the year in which the mandatory dividend amount, calculated according to item (e) below exceeds the realized portion of the income for the year, the General Meeting may, by proposal of the management bodies, earmark the surplus to set up unrealized profit reserve, in compliance with article 197 of the Brazilian Corporation Law.

(e) a portion allocated to the payment of a mandatory dividend not lower, in each year, than 25% (twenty five per cent) of the adjusted annual net income, as provided for in article 202 of the Brazilian Corporation Law; and

(f) up to 100% (ne hundred per cent) of the remaining income after the legal and statutory deductions may be allocated to the constitution of an expansion or investment reserve, for the purpose of financing investments in operating assets or capital expenditures, and this reserve may not exceed the lower between these amounts: (i) 80% of the capital stock; or (ii) an amount which, added to the other profit reserves, excluding the unrealized profit reserve and the contingency reserve, does not exceed 100% of the Company’s capital stock.

Paragraph 1. The General Meeting may assign to the members of the Board of Directors and of the Board of Executive Officers a profit sharing not higher than ten percent (10%) of the remaining income for the year, limited to the managers’ annual global compensation, after deducting accrued losses and provision for income tax and social contribution, pursuant to article 152, paragraph 1 of the Brazilian Corporation Law.

Paragraph 2.  The profit sharing in favor of the members of the Board of Directors and Board of Executive Officers may only occur in the years in which the shareholders are ensured the payment of the minimum mandatory dividend set forth herein.

Article 43. By proposal of the Board of Executive Officers, approved by the Board of Directors, subject to the approval of the General Meeting, the Company may pay or credit interest to the shareholders, as compensation of the capital of the latter, in compliance with the applicable law. Any amount disbursed as such may be attributed to the mandatory dividend amount provided for herein.

Paragraph 1. In the event of credit of interest to the shareholders during the fiscal year and their allocation to the mandatory dividend amount, the shareholders shall be indemnified with the dividends they are entitled to, thus ensuring to them the payment of any remaining balance. In the event the amount of dividends is lower than that credited to them, the Company may not charge the surplus from shareholders.

Paragraph 2. The effective payment of interest on own capital, should occur the credit during the fiscal year, shall be made by resolution of the Board of Directors, during the fiscal year or in the subsequent year, but never after the dividends payment dates.

Article 44. The Company may prepare semiannual balance sheets, or balance sheets for shorter periods, and declare, by resolution of the Board of Directors:

(a) the payment of dividends or interest on own capital, to the account of the income assessed in semiannual balance sheet, attributed to the mandatory dividend amount, if any;

(b) distribution of dividends at periods shorter than six months, or interest on own capital, attributed to the mandatory dividend amount, if any, provided that the total amount of dividends paid in each semiannual period of the fiscal year does not exceed the amount of the capital reserves; and

(c) the payment of interim dividends or interest on own capital, to the account of accrued profits or profits reserve existing in the last annual or semiannual balance sheet, attributed to the amount of mandatory dividend, if any.

Article 45. The General Meeting may resolve on the capitalization of profits or capital reserves, including those established in trial balance sheets, in compliance with the applicable law.

Article 46. The dividends neither received nor claimed shall lapse within three years as of the date in which they have been made available to the shareholder and shall revert in favor of the Company.

Chapter VII - Sale of Share Control and Protection of Share Base Dilution

 

Section I – Sale of the Company Control

Article 47. The direct or indirect sale of the Company’s controlling interest, via a single operation or successive operations, must be consummated on condition that the acquirer undertakes to carry out a public tender offer for the Company’s shares owned by the other shareholders of the Company, in compliance with the conditions and terms provided for in the legislation in force and in the Novo Mercado Regulations, aiming to ensure shareholders the same treatment given to the selling shareholder.

Section II – Protection of Share Base Dilution

Article 48. Any Purchaser Shareholder, to acquire or to become owner of shares issued by the Company or of other rights, including enjoyment or trust over shares issued by the Company in a number equal or higher than twenty percent (20%) of its capital stock shall carry out a public tender offer to acquire the total of shares issued by the Company, in compliance with applicable CVM regulations, the B3 regulations, and the terms of this article. The Acquiring Shareholder shall apply for the registration of said offer not later than thirty (30) days from the acquisition date or the event which resulted in the ownership of shares in rights in quantity equal or higher than twenty percent (20%) of the Company’s capital stock.

Paragraph 1. The public tender offer shall (i) be indistinctly addressed to all Company’s shareholders; (ii) carried out in auction to be held at the B3, (iii) floated by the price determined in accordance with the provision in paragraph 2 of this article; and (iv) paid in domestic currency, against the acquisition in the offer of shares issued by the Company.

Paragraph 2. The purchase price in the public tender offer for the acquisition of each share issued by the Company may not be lower than the highest value between (i) one hundred and thirty percent (130%) of the economic value determined in the appraisal report; (ii) one hundred and thirty percent (130%) of the share issue price verified in any capital increase carried out by public distribution taken place in the period of twenty-four (24) months prior to the date in which the public tender offer for purchase of shares becomes mandatory, pursuant to this article 48, and this value shall be duly updated by the IPCA – Consumer Price Index, published by the Brazilian Institute of Geography and Statistics (IBGE), from the date of issue of shares to increase the Company‘s capital up to the time of financial settlement of the public tender offer for purchase of shares, pursuant to this article 48; (iii) one hundred and thirty percent (130%) of average unit price of Company-issued shares during the ninety-(90) day period prior to the offer, weighted by the trading volume at the stock exchange where the highest trading volume of shares issued by the Company occurs; and (iv) one hundred and thirty percent (130%) of highest unit price paid by the Acquiring Shareholder, at any time, for a share or lot of shares issued by the Company. If the CVM’s regulation, applicable to the offering provided for in this case, determines the adoption of a calculation criterion to define the purchase price of each Company share in the offering and it results in a higher purchase price, that purchase price calculated pursuant to the CVM’s regulation shall prevail in the performance of the offering.

Paragraph 3. The performance of the public tender offer mentioned in the caput of this article shall not exclude the possibility of another Company’s shareholder, or as the case may be, the Company itself to formulate a concurrent offering, pursuant to the applicable regulation.

Paragraph 4. The Acquiring Shareholder shall be required to satisfy eventual requests or requirements of CVM, formulated based on applicable law, related to the public tender offer, within the maximum terms assigned in applicable regulation.

Paragraph 5. In the assumption the Acquiring Shareholder does not comply with the obligations set forth in this article, including referring to the compliance with maximum terms (i) to make or request the registration of public tender offer; or (ii) to satisfy eventual requests or requirements of CVM, the Board of Directors of the Company shall call for an Extraordinary General Meeting, in which the Purchaser Shareholder may not vote to resolve to suspend the exercise of rights of Acquiring Shareholder  who did not comply with any obligation imposed by this article, as provided for in article 120 of the Brazilian Corporation Law, without prejudice to the responsibility of the Acquiring Shareholder  for losses and damages caused to other shareholders as a result of noncompliance with obligations imposed by this article.

Paragraph 6. The provision of this article shall not apply if a person becomes owner of shares issued by the Company in a number higher than twenty percent (20%) of total shares issued thereby as a result of (i) legal succession, under the condition that the shareholder sells the surplus shares within thirty (30) days as of the relevant event; (ii) the merger of another company into the Company; (iii) the merger of shares of another corporation by the Company; or (iv) the subscription of the Company shares, made in a single primary issue, approved at a General Shareholders’ Meeting of the Company, called by its Board of Directors, and the capital increase proposal of which has determined the share issue price based on the economic value obtained from an economic-financial appraisal report of the Company prepared by a specialized company, with proven experience in valuating publicly-held companies. Furthermore, the provision of this article shall not apply to current shareholders who already own twenty percent (20%) or more of total shares issued by the Company and its successors on the date of effectiveness of adhesion and listing of the Company to the Novo Mercado, exclusively applying to those investors who purchase shares and become Company shareholders after the Meeting of Shareholders of the Company for Transformation of from a limited liability company into a corporation, held on March 23, 2007.

Paragraph 7. For the purposes of calculating the percentage of twenty percent (2o%) of total shares issued by the Company mentioned in the caput of this article, involuntary additions of shareholding resulting from the cancellation of shares held in treasury shall not be counted or the Company’s capital stock reduction with the cancellation of shares.

Paragraph 8. The General Meeting may exempt the Acquiring Shareholder from the obligation of carrying out the public tender offer provided for in this article 48, should it be the Company’s interest.

Paragraph 9. The shareholders owning, at least, ten percent (10%) of shares issued by the Company may request the Company management to call for a Special Shareholders’ Meeting, as provided in article 4-A of the Brazilian Corporation Law,  to resolve on the preparation of a new appraisal of the Company for the purposes of reviewing the purchase price, the appraisal report of which shall be prepared pursuant to the procedures provided for in article 4-A of the Brazilian Corporation Law and in compliance with the provision in CVM’s applicable regulation, the B3 regulations and under the terms of this Chapter. The costs to prepare the appraisal report shall be fully borne by the Acquiring Shareholder.

Paragraph 10. Should the Special Meeting referred to above resolve to prepare a new appraisal and the appraisal report to determine value higher than the initial value of the public tender offer, the Acquiring Shareholder may waive it, then in this event, it shall undertake to observe, where applicable, the procedure provided for in articles 23 and 24 of CVM Rule 361 of March 5, 2002, as amended, and to sell the surplus interest within three (3) months as of the date of same Special Meeting.

Paragraph 11. For the purposes of this article, the expressions below starting in capitalized words shall have the following meaning:

“Acquiring Shareholder” means any person, including, but not limited to any individual or legal entity, investment fund, collective investment entities, securities portfolio, universality of rights or another form of organization, resident, domiciled or headquartered in Brazil or abroad, or Group of Shareholders.

“Group of Shareholders” means the group of two (2) or more shareholders: (i) who are parties to a voting agreement; (ii) if one is directly or indirectly controlling shareholder or parent company of the other(s); (iii) are companies directly or indirectly controlled by same person, or set of persons, whether or not shareholders; or (iv) are companies, associations, foundations, cooperatives and trusts, funds or investments portfolios, universality of rights, or any other types of organization or undertaking with same administrators or managers, or also, the administrators or managers of which are companies directly or indirectly controlled by same person, or set of persons, whether or not shareholders. In the event of investment funds with a common administrator, only those shareholders whose investments policy and vote exercise in General Meetings pursuant to respective regulations is the administrator’s responsibility, on a discretionary manner shall be deemed as a Group of Shareholders.

Chapter VIII - Arbitration Court

Article 49. The Company and its shareholders, managers and sitting or alternate members of the Audit Board, if any, undertake to settle, via arbitration at the Market Arbitration Chamber, in accordance with its regulations, any controversy between them related to or arising from their capacity as issuers, shareholders, managers and Audit Board members, mainly in connection with the provisions of Law 6,385, of December 07, 1976, as amended, the Brazilian Corporations Law, these Bylaws, the rules enacted by the Brazilian Monetary Council, the Brazilian Central Bank and CVM, as well as other rules applicable to the stock market in general, those envisaged in the Novo Mercado and other B3 regulations, as well as the agreement for joining the Novo Mercado segment.

Paragraph 1. Without prejudice to the validity of this arbitration clause, either party of the arbitration proceeding shall be entitled to appeal to the Courts with the purpose of, if and when necessary, request writs of prevention for the protection of rights, either in arbitration proceeding already filed or not filed yet, and as soon as any measure of such nature is granted, the authority for the merit decision shall be immediately returned to the arbitration court appointed or to be appointed.

Paragraph 2. The Brazilian law shall be the single law applicable to the merit of any and all dispute, as well as the enforcement, construal and validity of this commitment clause. The Arbitration Court shall be composed of arbitrators selected as provided for in the Market Arbitration Chamber Rules. The arbitration proceeding shall be held in the city of São Paulo, state of São Paulo, where the arbitration award shall be rendered. The arbitration shall be managed by the Market Arbitration Chamber itself, and shall be conducted and judged according to the applicable provisions of the Arbitration Rules.

Chapter IX - Liquidation of The Company

Article 50. The Company shall be liquidated in the events set forth by law, the General Meeting being responsible for electing the liquidator or liquidators, as well as the Fiscal Council to operate during such period, in compliance with the legal formalities.

Chapter X - Final Provisions

Article 51. The cases not covered by these Bylaws shall be settled by the General Meeting and regulated according to the provisions of the Brazilian Corporation Law and, when applicable, the Novo Mercado Listing Rules.

Article 52. The Company shall observe the shareholders’ agreements filed at its headquarters, being forbidden the registration of transfer of shares and the calculation of votes issued in the General Meeting in Board of Directors’ Meeting contrary to their terms.

Last updated on December 15, 2023.
Close