ROMI S.A. | Investors | Corporative Governance | By-laws
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By-laws

(Free translation to English – the Portuguese version shall prevail for clarifying questions of interpretation)

ROMI S.A.
PUBLICLY-HELD COMPANY
CNPJ – 56.720.428/0014-88
NIRE – 35.300.036.751

BY-LAWS

CHAPTER I

CORPORATE NAME, HEAD OFFICE, PURPOSE AND DURATION OF THE COMPANY

Article 1 – ROMI S.A., established in 1938 under the corporate name Máquinas Agrícolas Romi Ltda., is a publicly-held company governed by these By-laws and by the legislation applicable.

Article 2 – The principal place of business and jurisdiction of the Company is in the city of Santa Bárbara d’ Oeste, State of São Paulo, and the Company may open subsidiaries, branches, agencies, warehouses, offices and any other establishments in Brazil and/or abroad.

Article 3 – The purpose of the Company is the industry and trade of machine tools, machines to work on metals and plastics, capital goods in general, welded and machined parts, industrial equipment and accessories, tools, parts and pieces in general, equipment for information systems and their peripherals; system analysis and development of software to process data whenever related to the production, trade and use of machine tools and plastic injection machines; export and import, representation for its own account or of third parties and provision of services related to its activities, as well as interest, as partner, shareholder or quotaholder, in other civil or trading companies and in commercial developments of any nature, in Brazil and/or abroad, and administration of own assets and/or assets of third parties.

Article 4 – The Company shall operate for an indefinite period of time.

Article 5 – Upon admission of the Company in the special listing segment referred to as Novo Mercado of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), the Company, its shareholders, including controlling shareholders, administrators and members of the Fiscal Council, whenever installed, shall be subject to the provisions of the Regulations of the Novo Mercado of B3 (“Novo Mercado Regulations”).

CHAPTER II

CAPITAL AND SHARES

Article 6 – The Capital Stock, subscribed and paid in, is nine hundred and seventeen million, seven hundred and thirty four thousand, seven hundred and forty six reais and four cents ( 917,734,746.04),  divided into eighty eight million, seven hundred and thirty four thousand and forty five (88,734,045) common shares, with no par value

Paragraph One – The Capital Stock of the Company shall be represented exclusively by common shares and each share shall be entitled to one vote in the resolutions of the Shareholders’ Meetings, with exception of the provisions of article 141 and paragraphs of Law No. 6,404/76.

Paragraph Two – The Company may not issue preferred shares.

Article 7 – The Company is authorized to increase the capital stock up to the limit of one hundred and six million (106,000,000) shares, including the common shares that have already been issued, regardless of amendment to the by-laws.

Paragraph One – Within the limit of the authorized capital, the Company may, by resolution of the Board of Directors, regardless of statement from the Shareholders’ Meeting, issue common shares, as well as any securities convertible into common shares, the resolution of which is not exclusively attributed to the Shareholders’ Meeting.

Paragraph Two – As a result of each issue within the authorized capital, the Board of Directors shall decide upon the amount and number of shares to be issued, including by capitalization of profits and reserves, regardless of amendment to the by-laws, establishing the conditions and term for subscription and payment.

Article 8 – Within the limit of the authorized capital and according to the plan approved by the Shareholders’ Meeting, share purchase options may be granted to its administrators, employees and individuals that provide services to the Company or to the company under its control.

Article 9 – The Company’s shares shall observe the book-entry form and shall be maintained in deposit account on behalf of its holder, with the financial institution indicated by the Company, without issuing of share certificates.

Paragraph One – The Company may, with previous communication to the stock exchanges in which its shares are negotiated, suspend the services of transfer of its shares for periods not exceeding, each one, fifteen (15) days or the total of ninety (90) days during the calendar year.

Paragraph Two – The Company may authorize the depositary institution to charge from the shareholder the cost of the service of transfer of ownership of the book-entry shares, with due regard for the maximum limits established by the Securities Commission (“CVM”).

Article 10 – At the discretion of the Board of Directors and without preemptive right or with reduction of term referred to in paragraph 4 of article 171 of Law No. 6404/76, shares and debentures convertible into shares or subscription bonus, may be issued, the placement of which is made by means of sale in stock exchange or by public subscription, or further, by exchange for shares in public offering of control purchase, on the terms established in law, within the limit of the authorized capital.

CHAPTER III

SHAREHOLDERS’ MEETING

Article 11 – The Shareholders’ Meetings, called by the Board of Directors, shall be held whenever required by law and/or by the Company’s interests.

Article 12 – Within the first four (4) months subsequently to the end of each fiscal year, an Annual Shareholders’ Meeting shall be held to:

a) Take the accounts of the administrators, analyze, discuss and vote the financial statements;

b) Decide upon the proposal of allocation of the net profit of the year and distribution of dividends;

c) Elect, whenever appropriate, the members of the Board of Directors;

d) Elect, whenever appropriate, the members of the Fiscal Council;

e) Establish the global remuneration of the administrators and of the members of the Advisory Board; and

d) Elect, whenever necessary, the members of the Advisory Board;

Article 13 – The Annual Shareholders’ Meeting and the Special Shareholders’ Meeting may be called simultaneously, held at the same time, and documented in one single minutes, provided that specific “quorum” for each type of resolution is observed.

Sole Paragraph – The Shareholders’ Meeting, that decides upon issuance of shares or securities convertible into shares, may establish that the issue to be made is made without preemptive right or with reduction of the term referred to in paragraph 4 of article 171 of Law No. 6404/76, in the event that the placement is made by sale in stock exchange or by public subscription, or further, by exchange for shares in public offering of control purchase, on the terms established by law.

Article 14 – The chairman of the Shareholders’ Meetings shall be the Chairman of the Board of Directors in office, which shall appoint the respective secretary “ad hoc”.

Article 15 – The individuals present at the Meeting shall evidence their capacity of shareholder, depositing in the Company proof previously issued by the depositary financial institution, and presenting identity card.

Article 16 – The shareholders may remotely participate and vote at the Shareholders’ Meeting, on the terms of the CVM regulations.

Article 17 – In addition to the attributions provided by law, the Shareholders’ Meeting shall exclusively decide upon the authorization and issue of debentures, with exception of the provisions of paragraphs 1, 2 and 4 of article 59 of Law No. 6,404/76.

CHAPTER IV

ADMINISTRATION BODIES

Article 18 – The Company shall be administered by a Board of Directors and by an Executive Board.

Sole Paragraph – The administration bodies shall have the powers and attributions provided by law and by these By-Laws.

SECTION I – BOARD OF DIRECTORS

Article 19 – The Board of Directors shall be composed of, at least, five (5) and, at most, eleven (11) members, resident in the country or not, elected by the Shareholders’ Meeting and dismissed thereby at any time, with unified term of office of one (1) year, reelection being permitted, noting that at the election, the Shareholders’ Meeting will first resolve on the number of Board members to be elected, according to this Article.

Paragraph One – At least two (2) or twenty percent (20%) of the members of the Board of Directors of the Company, whichever is higher, shall be Independent Board Members, as defined by the Novo Mercado Regulations, the condition of Independent Board Member of the Board of Directors must be resolved in the Annual Shareholders’ Meeting that elects said member(s). In the event of fractional number of board members, as a result of observance of the percentage referred to in this paragraph, such fractional number shall be rounded up to the whole number immediately higher.

Paragraph Two – Any board members elected according to the provisions of article 141, paragraphs 4 and 5 of Law No. 6,404/76 shall be further deemed Independent Board Members, if there’s controlling shareholders.

Paragraph Three – The offices of chairman of the Board of Directors and of Chief Executive Officer or head executive of the Company may not be accumulated by the same individual, with exception of events of vacancy, which shall be subject matter of specific disclosure to the market, until the next working day of the event, and for which measures to cease the accumulation of offices  within up to one year.

Article 20 – In the event of vacancy in the office of Board Member, it is optional to the remaining members to elect the substitute, which term of office shall be effective up to the first Shareholders Meeting. The position may remain vacant until the Shareholders Meeting called for that purpose, if noted the minimum number of Directors, as provided by the Article 19.

Paragraph One – If the vacancy results in a number of Directors lower than the minimum provided by the Article 19, the remaining Board Members shall, alternatively, within sixty (60) days of the date of acknowledgment of the vacancy by the Chairman of the Board, elect a substitute or submit the matter to the Shareholders Meeting.

Paragraph Two – In the event of vacancy in most offices of the Board of Directors, a Shareholders’ Meeting shall be called to proceed with the new election.

Article 21 – The Board of Directors shall have a Chairman and a Vice Chairman, elected by the Shareholders’ Meeting.

Paragraph One – The Vice Chairman shall substitute the Chairman in the events of possible impediments, occupying the chairman office in the event of vacancy of the office.

Paragraph Two – In the event of the vacancy referred to in the previous paragraph, the other members of the Board of Directors shall elect, among the remaining Board Members, a new Vice Chairman, the term of office of which shall be effective up to the next Annual Shareholders’ Meeting.

Paragraph Three – In the event of vacancy in both offices, the Board of Directors shall elect, among the remaining Board Members, new Chairman and Vice Chairman, the terms of office of which shall be effective up to the next Annual Shareholders’ Meeting.

Paragraph Four – The Chairman of the Board of Directors is responsible for the leadership and coordination of the activities of the Board of Directors, agreeing to provide that the body performs its attributions diligently and efficiently. The Chairman of the Board of Directors in office shall be incumbent upon:

a) Calling, by resolution of the Board of Directors, the Shareholders’ Meetings and taking the chair thereof;

b) Calling and taking the chair of the Board of Directors’ meetings, making the Board activities compatible with the interests of the Company and of its shareholders, organizing the agenda, attributing responsibilities and terms, monitoring the appraisal processes of the administration and conducting them according to the good corporate governance practices.

Article 22 – The Board of Directors shall gather whenever called by the Chairman in office.

Sole Paragraph – The call notices for the meetings shall inform the agenda of the respective meetings and shall be made in writing, delivered in person, by mail, electronic mail or by facsimile, to the board members, at the locations informed by them to the Company.

Article 23 – Minutes of the meetings of the Board of Directors shall be drawn up in the Book of Minutes of Meetings of the Board of Directors.

Sole Paragraph – The minutes of the meetings that include resolutions intended to produce effects before third parties shall be filed at the commercial registry and published according to legal provision.

Article 24 – The Board of Directors, which is a collegiate resolution body, shall be installed, whenever summoned, with at least four (4) board members, deciding by majority of votes, and participation of board members in the meeting via conference call, video conference, electronic mail or another form of communication that allows the board member to express his opinion to the other board members shall be permitted.

Sole Paragraph – In the event of tie, the Chairman in office shall have casting vote.

Article 25 – The Board Members shall be vested in their offices by signing the instrument of investiture drawn up in the Book of Minutes of Meetings of the Board of Directors, within thirty (30) days from the Meeting that elected them.

Article 26 – Without prejudice to the other attributions provided for in these By-Laws and pursuant to the law, the Board of Directors shall be exclusively incumbent upon:

1. Defining the general and strategic mission, policies and purposes of the Company, supervising the management and acting diligently in the interests of the Company and of all shareholders, with the purpose of establishing long-term value, deciding upon:

a) The Company’s business strategy;

b) The planning of the Company’s activities;

c) Programs to expand existing sectors or to start-up new activities;

d) The adoption new lines of products and changing the existing lines of products;

e) Opening and closing subsidiaries, branches, agencies, warehouses, offices and any other establishments of the Company, or changing those already existing; in Brazil and/or abroad;

f) Sharing interest and divestment in other companies, as partner, quotaholder or shareholder;

g) Applying, in associate companies or not, investments resulting from tax incentives; and

h) Negotiating the Company’s own shares.

2. Electing and dismissing, at any time, the Executive Officers of the Company, establishing, on the occasion of the election, the respective attributions;

3. Inspecting the management of the Executive Officers;

4. Deciding upon calling Shareholders’ Meetings;

5. Previously providing statement on the Administration Report and on the accounts of the Executive Board, proposing to the Shareholders’ Meeting the profits allocation and distribution of dividends;

6. Deciding upon: a) ascertainment of bi-annual balance sheets or within shorter periods, and, based thereupon, declare dividends; b) declaring interim dividends to the accrued profits account or profit reserves account existing in the last annual balance sheet already submitted to the Annual Shareholders’ Meeting;

7. Authorizing:

a) the purchase, disposal and constitution of in rem guarantees of real estate properties or intangible assets of the Company;

b) the disposal or constitution of in rem guarantees of movable assets that are part of the fixed asset of the Company;

c) the provision of guarantees and obligations of third parties; and

d) the issue of Promissory Notes for public distribution.

  1. Proposing to the Shareholders’ Meeting increase or reduction of capital and the form of subscription, payment and issue of shares;
  2. Selecting and dismissing independent auditors;
  1. Establishing, within the global amount established by the Shareholders’ Meeting, the share of each member of the Board of Directors, of each member of the Advisory Board and of each Executive Officer, as regards the participation referred to in article 44 of these By-Laws;
  1. Establishing, within the global amount established by the Shareholders’ Meeting, the individual remuneration of the administrators and of the Advisory Board;
  1. Deciding upon the issue of shares or any securities convertible into shares, the resolution of which is not attributed exclusively to Shareholders’ Meeting, within the limit of the authorized capital and with the faculty referred to in article 10 of these By-Laws.
  1. Approving the payment or credit of interest, as remuneration of equity capital, according to the applicable legislation, attributing them or not to the dividends account.
  1. Providing favorable or opposing statement as regards any public offering of purchase, the purpose of which is shares issued by the Company, by means of previously substantiated opinion, disclosed within up to fifteen (15) days from the publication of the notice of the public offering of purchase of shares, which shall address, at least (i) the convenience and opportunity of the public offering of purchase of shares as regards the interest of the group of shareholders including in relation to the price and impacts to the liquidity of the shares; (ii) impacts of the public offering of purchase of shares on the Company’s interests; (iii) the strategic plans disclosed by the offering party in relation to the Company; (iv) alternatives to the acceptance of the publicly offer available in the market; and (v) other issues deemed relevant by the Board of Directors, as well as information required by the applicable rules established by CVM.

Article 27 – Establishing value limits to the Executive Board for the practice of acts that involve the creation, modification or extinction of rights or obligations for the Company, under the terms of Article 30.

SECTION II – EXECUTIVE BOARD

Article 27 – The Executive Board, which is the body responsible for implementing the strategy approved by the Board of Directors, shall be incumbent upon managing the Company’s business, within the limits established by the Board of Directors, and with due regard for the terms of these By-Laws.

Article 28 – The Executive Board of the Company shall be composed of, at least, three (3) and, at most, ten (10) members, out of which:  one (1) Chairman, one (1) Vice Chairman, one (1) Executive Officer of Investors Relations, and up to seven (7) Executive Officers, with term of office of one (1) year, reelection being permitted.

Paragraph One – The Executive Officers shall take office within thirty (30) days from the election date, by signing the respective instrument drawn up in the Book of Minutes of the Executive Board Meetings, which will provide its submission to the arbitration clause in accordance with clause 51 of these Bylaws.

Paragraph Two – During his impediments or temporary absences, the Chief Executive Officer shall be substituted by the Vice Chief Executive Officer, the Executive Officer of Investors Relations shall be substituted by the Chief Executive Officer or by the Vice Chief Executive Officer in the event of absence of the Chief Executive Officer, and the other Executive Officers shall be substituted by any other Executive Officer, appointed by the Chief Executive Officer.

Paragraph Three – In the event of vacancy of the offices referred to in paragraph 2 of this article, the respective Executive Officer shall temporarily and cumulatively assume the offices up to the first subsequent Board of Directors’ meeting, which shall be held within at most ninety (90) days subsequently to the said vacancy, in which a substitute shall be appointed for the vacant office for the remainder of the term of office.

Article 29 – Attributions:

The Chief Executive Officer shall be incumbent upon: I – Coordinating and supervising the implementation of the guidelines issued by the Board of Directors, aiming at their full performance; II – Supervising the operational, corporate and corporation activities of the Company and those resulting from its interest in controlled or associate companies; III – Temporarily substituting the Executive Officer of Investors Relations during his absences and impediments, and IV – Coordinating the activities of the executive officers and establishing a connection between the Executive Board and the Board of Directors, to which the Chief Executive Officer shall render accounts.

The Vice Chief Executive Officer shall be incumbent upon: I – Temporarily substituting the Chief Executive Officer during his absences and impediments; II – Orienting, coordinating and supervising specific activities, under his responsibility, as established by the Board of Directors; and III – Assisting the Chief Executive Officer at managing the Company’s business.

The Executive Officer of Investors Relations shall be incumbent upon:  I – Providing information and representing the Company before investors, shareholders, CVM and the stock exchanges in which its securities are negotiated; and II – Maintaining the information provided by the Company to CVM updated;

The other Executive Officers shall be incumbent upon: I – Orienting, coordinating and supervising specific activities, under their responsibility, as established by the Board of Directors; and II – Assisting the Chief Executive Officer at administering the Company’s business.

Article 30 – The acts that involve creating, modifying or extinguishing rights or obligations for the Company, including, but not limited to, signatures of agreements in general, acceptance, issue, “aval” guarantee or endorsement of promissory notes, bills of exchange, trade acceptance bills, checks and other credit instruments, signatures of liability commitments, bonds and sureties, shall be compulsorily carried out within the limits established by the Board of Directors, with: a) signature from the Chairman of the Executive Board, jointly with the Vice Chairman of the Executive Board, or jointly with one of the other Executive Officers, and b) signature from the Vice Chairman of the Executive Board, jointly with one of the other Executive Officers.

Sole paragraph – The Company may be represented by only one Executive Officer at the acts that do not involve the  modifying or extinguishing rights or obligations for the Company, including but not limited to, mail signatures, notifications, guides and public or joint stock companies’ forms, representation in corporate acts of its subsidiaries or affiliates.

Article 31 – To carry out the acts referred to in the previous article, powers of attorney may be granted by the Company, with express powers, with: a) signature from the Chairman of the Executive Board, jointly with the Vice Chairman of the Executive Board, or jointly with one of the other Executive Officers; b) signature from the Vice Chairman of the Executive Board, jointly with one of the other Executive Officers.

Article 32 – The term of effectiveness of the powers of attorney granted by the Company shall be established in the respective instruments, and such term of effectiveness shall not exceed two (2) years, with exception of “ad judicia” powers of attorney, which may be granted for an indefinite period of time.

Article 33 – The Chairman of the Executive Board or the Vice Chairman of the Executive Board shall be incumbent upon representing the Company, in or out of court.

Article 34 – The Executive Officers shall perform their functions according to the business purpose of the Company so as to guarantee the regular conduction of their business and operations in strict compliance with the provisions of the by-laws of the Company and with the resolutions of the Shareholders’ Meetings and Board of Directors’ meetings, providing for compliance with the Company’s codes and policies.

SECTION III – GENERAL RULES TO THE ADMINISTRATORS

Article 35 – Each administrator of the Company, on the occasion of drawing up the respective instrument of investiture, which must provide its submission to the arbitration clause referred to in clause 51, shall present statement including the number of shares, of share purchase options and of debentures convertible into shares, issued by the Company or by controlled company or by company belonging to the same group, owned thereby.

Sole Paragraph – The administrators shall, immediately after to the investiture in the respective offices, communicate the Company the number and characteristics of the securities issued by the Company owned by them, either directly or indirectly, including their derivatives.

CHAPTER V

ADVISORY BOARD

Article 36 – The Advisory Board, which is a temporary collegiate body, installed at the discretion of the Shareholders’ Meeting, shall be composed of at least three (3) and at most seven (7) members, either shareholders or not, with term of office of one (1) year, elected by the Shareholders’ Meeting, which shall establish the respective fees, reelection being permitted.

Sole Paragraph – The members of the Advisory Board shall take office within thirty (30) days from the election date, by signing the respective instrument drawn up in the Book of Minutes of Meetings of the Advisory Board, which must provide its submission to the arbitration clause referred to in clause 51.

Article 37 – The Advisory Board shall be incumbent upon assisting the Board of Directors of the Company, by offering opinions of non binding nature, on financial, economic, technical and other issues, relevant to the Company, on own initiative or whenever requested by the Board of Directors.

Article 38 – The members of the Advisory Board, whenever invited, may be present at the meetings of the Board of Directors as listeners, not entitled to vote.

Article 39 – The Advisory Board shall have a Chairman and a Vice Chairman, selected among their members and elected by them.

CHAPTER VI

FISCAL COUNCIL

Article 40 – The Fiscal Council, the operations of which shall not be permanent, shall be composed of at least three (3) and at most five (5) members and of equal number of deputies, and shall operate, on the terms of paragraph 2 of article 161 of Law No. 6,404/76, as from the Meeting that elects its members, within the financial year in which the Fiscal Council is installed, and their term of office shall end at the first Annual Shareholders’ Meeting held subsequently to the installation.

Paragraph One – The Fiscal Council, whenever in operation, shall have the attributions and powers granted thereto by the law.

Paragraph Two – The actual members of the Fiscal Council, whenever the Fiscal Council is installed, shall have the remuneration established thereto by the Shareholders’ Meeting that elects them, with due regard for the provisions of paragraph 3 of article 162 of Law No. 6404/76.

Paragraph Three – The members of the Fiscal Council shall, immediately after the investiture in their respective offices, which must provide its submission to the arbitration clause referred to in clause 51,  communicate the Company the number and characteristics of the securities issued by the Company owned by them, either directly or indirectly, including their derivatives.

CHAPTER VII

FISCAL YEAR, FINANCIAL STATEMENTS AND PROFIT ALLOCATION

Article 41 – The fiscal year shall commence on January 1st and end on December 31 of each year, occasion on which the following financial statements shall be prepared by the Executive Board, with due regard for the legal provisions:

a) Balance Sheet;

b) Statement of the fiscal year income;

c) Statement of the accrued profits or losses;

d) Statement of cash flow; and

e) Statement of changes in financial position.

Article 42 – According to the business interests, at the discretion of the Board of Directors, or according to legal provisions, the financial statements referred to in the previous article may be prepared encompassing periods that are shorter than one year.

Article 43 – Prior to any participation, the accrued losses, the income tax provision and provision of social contribution on the net profit shall be deducted from the year results.

Article 44 – Subsequently to the occasion on which the shares referred to in the previous article are deducted from the outstanding profits, a interest of up to ten percent (10%) shall be established to the administrators and to the members of the Advisory Board, with due regard for the provisions of paragraphs 1 and 2 of article 152 of Law No. 6,404/76.

Article 45 – As proposed by the Board of Directors, the net profit ascertained subsequently to the deductions referred to in articles 43 and 44 shall be allocated as follows:

a) Five percent (5%) to constitute Legal Reserve up to the occasion on which such fund reaches twenty percent (20%) of the capital;

b) dividends to the shares composing the capital not lower than twenty-five percent (25%) of the net profit verified in the year, adjusted on the terms of article 202 of Law No. 6,404/76.

Sole Paragraph – In compliance with the provisions of the previous articles, in the event of existing profit balance in the year, such profit shall be distributed as dividend, with due regard for the applicable legal provisions and provisions of these By-Laws.

CHAPTER VIII

DISPOSAL OF CONTROLLING INTEREST

Article 46 – In the event of direct or indirect disposal of controlling interest of the Company either by means of a single transaction or by successive transactions, such disposal shall be contracted under condition, that control purchaser agrees to make public offering of purchase of shares to the other shareholders of the Company, with due regard for the conditions and terms provided in the applicable legislation, rules and in the Novo Mercado Regulations, so as to guarantee thereto treatment that is equal to the treatment provided to the selling controlling shareholder.

CHAPTER IX

PUBLIC OFFERING IN CASE OF SUBSTANTIAL PURCHASE OF INTEREST

Article 47 – In the event that the Acquiring Shareholder purchases or becomes owner, for any reason, of shares issued by the Company, or of other rights, including usufruct or fideicommissum, on shares issued by the Company in number that is equal to or higher than thirty percent (30%) of its capital, such Acquiring Shareholder shall make a specific public offering of purchase of shares for the event provided in this article 47 (“OPA”), to purchase the total number of shares issued by the Company, with due regard for the provisions of the applicable CVM regulations, the Novo Mercado Regulations and the terms of this article. If applicable, the Acquiring Shareholder shall request the registration of the said OPA within at most thirty (30) days from the purchase date or from the event that resulted in the ownership of shares or rights in number that is equal to or higher than thirty percent (30%) of the Company’s capital.

Paragraph One – The OPA shall be (i) indistinctively addressed to all shareholders of the Company, (ii) made in auction to be conducted at B3, (iii) made at the price established in accordance with the provisions of paragraph 2 of this article. The OPA, according to the form of payment proposed by the offering party, may be: (i) of purchase, by payment on demand in national currency; (ii) of exchange, by payment in securities; or (iii) mixed, by part of the payment in cash and part thereof in securities.

Paragraph Two – The purchase price at the OPA of each share issued by the  Company may not be lower than the highest amount among (i) the economic value ascertained in appraisal report; (ii) one hundred percent (100%) of the price of issue of shares in any increase of capital made by public distribution occurred in the period of twelve (12) months prior to the date on which the OPA becomes compulsory on the terms of this article 47, duly updated by the IPCA up to the occasion of payment; (iii) one hundred percent (100%) of the average unit quote of the shares issued by the Company, during the period of ninety (90) days prior to the OPA, weighted by the trade volume, in the stock exchange with the highest volume of trades of shares issued by the Company; and (iv) one hundred percent (100%) of the highest amount paid by the Acquiring Shareholder for shares of the Company in any type of trade, in the period of twelve (12) months prior to the date on which the OPA becomes compulsory on the terms of this article 47. In the event that the CVM regulations applicable to the OPA provided in this case establishes the adoption of a calculation criterion to establish the purchase price of each share of the Company at the OPA that results in higher purchase price, the purchase price calculated on the terms of the CVM regulations shall prevail at the OPA.

Paragraph Three – The OPA referred to in the main provision of this article shall not exclude the possibility of another shareholder of the Company, or, as the case may be, the Company itself, formulating a competitive OPA, on the terms of the applicable regulations

Paragraph Four – The Acquiring Shareholder shall satisfy any requests or requirements from CVM and B3 within the periods of time provided in the applicable regulations.

Paragraph Five – In the event that the Acquiring Shareholder fails to comply with the obligations imposed by this article, including as regards complying with the maximum terms (i) to make or request for the registration of the OPA; or (ii) to comply with any requests or requirements from CVM or B3, the Board of Directors of the Company shall call Special Shareholders’ Meeting, in which the Acquiring Shareholder may not vote, to decide upon the suspension of the exercise of the rights of the Acquiring Shareholder that failed to comply with any obligation imposed by this article, as provided in article 120 of Law No. 6,404/76, without prejudice to the responsibility of the Acquiring Shareholder for losses and damages caused to the other shareholders as a result of non compliance with the obligations imposed by this article.

Paragraph Six – The provisions of this article shall not be applied in the event that an individual becomes owner of shares issued by the Company in number exceeding thirty percent (30%) of the total number of shares issued thereby as a result of (i) legal succession, under the condition that the shareholder disposes the exceeding shares within up to thirty (30) days from the relevant event; (ii) merger of another company by the Company, (iii) merger of shares of another company by the Company, or (iv) subscription of shares of the Company, made in one single maiden issue, which has been approved by Shareholders’ Meeting of the Company, called by its Board of Directors, and the capital increase proposal of which has established the price of issue of shares based upon economic value obtained from an economical-financial appraisal report of the Company prepared by specialized company with evidenced expertise in appraising publicly-held companies.

Paragraph Seven – For purposes of calculating the percentage of thirty percent (30%) of the total capital described in the main provision of this article, involuntary increases of interest resulting from cancellation of shares in treasury or from reduction of the Company’s capital with the cancellation of shares shall not be computed.

Paragraph Eight – The appraisal report referred to in Paragraph Two above shall be prepared by specialized institution or company, with evidenced expertise and independent as regards the decision-making power of the Company, its administrators and controllers, and the report shall further satisfy the requirements of paragraph 1 of article 8 of Law No. 6,404/76 and include the responsibility provided in paragraph 6 of the same article of the law. For exclusive purposes of this Article 47, the Board of Directors shall be exclusively incumbent upon selecting the specialized institution or company responsible for determining the economic value of the Company. The costs of preparing the appraisal report shall be fully borne by the Acquiring Shareholder.

Paragraph Nine – For purposes of this article 47, the terms below beginning in capital letters shall have the following meanings:

“Acquiring Shareholder” means any person (including, without limitation, any individual or legal entity, investment fund, condominium, securities portfolio, worldwide rights, or another form of organization, resident, with domicile or with principal place of business in Brazil or abroad), or group of persons associated by vote agreement and/or acting to represent the same interest, which may subscribe and/or purchase shares of the Company.  The concept of Acquiring Shareholder shall further include any person:

(i) that is, either directly or indirectly, controlled or administered by the Acquiring Shareholder;

(ii) that controls or administers in any way the Acquiring Shareholder;

(iii) that is, either directly or indirectly, controlled or administered by any person that controls or administers, either directly or indirectly, the Acquiring Shareholder;

(iv) in which the controller of the Acquiring Shareholder holds, either directly or indirectly, an interest that is equal to or higher than thirty percent (30%) of the capital;

(v) in which the Acquiring Shareholder holds, either directly or indirectly, a interest that is equal to or higher than thirty percent (30%) of the capital; or

(vi) that holds, either directly or indirectly, an interest that is equal to or higher than thirty percent (30%) of the capital of the Acquiring Shareholder.

Article 48 – The formulation of one single public offering of purchase of shares is optional, aiming at more than one of the purposes provided in Chapters VIII e IX, in the Novo Mercado Regulations or in the regulations issued by CVM, provided that it is possible to make the procedures of all modalities of public offering of purchase of shares compatible and provided that there are no losses to the addressees of the offering and authorization from CVM is obtained whenever required by the applicable legislation.

Article 49 – The shareholders responsible for making the public offering of purchase of shares provided in this Chapter X, in the Novo Mercado Regulations or in the regulations issued by CVM, may guarantee the public offering by any shareholder or third party. The Company or shareholder, as the case may be, are not exempt from the obligation of making the public offering of purchase of shares up to the occasion on which such public offering is concluded in compliance with the applicable rules.

Article 50 – Omissions in these by-laws shall be resolved by the Shareholders’ Meeting and governed by the provisions of Law No. 6,404, of December 15, 1976, with due regard for the provisions of the Novo Mercado Regulations.

CHAPTER X

ARBITRATION

Article 51 – The Company, its shareholders, administrators and members of the Fiscal Council and of the Advisory Board, agree to resolve, by means of arbitration, to be filed and conducted by the Arbitration Chamber of the Mercado according to the rules of its Arbitration Regulations, any and all disputes or controversies that may arise among them, in relation to or resulting from, in particular, the existence, application, validity, efficacy, construction of, infringement to, and their effects, the provisions of the Corporations Law, of these By-Laws, of the rules issued by the National Monetary Council, by the Central Bank of Brazil and by CVM, as well as of the other rules applicable to the operations of the capital market in general, in addition to those provided in the Novo Mercado Regulations, in the Novo Mercado Sharing Agreement, in the Arbitration Regulations and in the Penalty Regulations.

CHAPTER XI

LIQUIDATION

Article 52 – The Company shall be liquidated in the events provided by Law, or by resolution of the Shareholders’ Meeting specially called, which shall establish the form of liquidation, and the Board of Directors shall be incumbent upon appointing the liquidator.

CHAPTER XII

GENERAL PROVISIONS

Article 53 – The down payments and installments of the payment of the shares resulting from increases of capital may, at the discretion of the Board of Directors, be received by the Company regardless of bank deposit.

Article 54 – The payment of dividends, approved by Shareholders’ Meeting, as well as the distribution of shares resulting from capital increase, shall be made within at most sixty (60) days from the date of publication of the respective minutes.

Sole Paragraph – The dividends that are not claimed within three (3) years from the occasion on which they have been made available to the shareholder shall revert on behalf of the Company.

Article 55 – The Company may trade with its own shares, with due regard for the legal provisions and rules that may be issued by CVM.

Article 56 – Omissions in these By-Laws that have not been provided in the applicable legislation shall be decided by the Board of Directors, “ad referendum”, if necessary, of the Shareholders’ Meeting, with due regard for the provisions of the Novo Mercado Regulations.

Approved by the Shareholders Meeting of March  29, 2022.