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CHAPTER I

CORPORATE NAME, REGISTERED OFFICE, PURPOSE AND DURATION

Article 1. Metalfrio Solutions S.A. (“Company”) is a stock company which shall be governed by these Articles of Association and applicable laws.

Paragraph 1. With the joining of the Company in the special listing segment named Novo Mercado of Bolsa de Valores, Mercadorias e Futuros – BM&FBOVESPA S.A. (“BM&FBOVESPA”), the Company, its Stockholders, Administrators and members of the Audit Committee, when established, shall be subject to the provisions set forth in the Novo Mercado Listing Regulation of BM&FBOVESPA (“Novo Mercado Regulation”).

Paragraph 2. The provision of the Novo Mercado Regulation shall prevail over the statutory provisions in case of damage to the rights of the recipients of public offers set forth in these Articles of Association.

Paragraph 3. The terms used in these Articles of Association beginning with capital letter shall bear the meaning assigned to them in the Novo Mercado Regulation, except otherwise expressly established hereunder.

Article 2. The registered office and jurisdiction of the Company are established in the City of São Paulo, State of São Paulo, at Avenida Abrahão Gonçalves Braga, no. 412, km 12,5 da Via Anchieta, and branches, agencies, depot facilities, offices, affiliates, representation offices and any other establishments may be opened and closed in Brazil or abroad by decision of the Executive Board.

Article 3. The purpose of the Company comprehends the following activities: (a) exploitation of the industry and sale of metallurgy in general, including the manufacture of refrigerators, freezers and similar equipment; assembly and/or manufacture of automatic vending machines, and other items of equipment or machinery for residential or commercial use, components and pieces; (b) provision of technical assistance services for the maintenance and repair of the products industrialized and sold by the Company; (c) sale in general of said products, its pieces, parts or components; (d) industry, sale, import and export of pieces and accessories for refrigeration, refrigerators, freezers, automatic vending machines and other items of equipment or machinery for residential or commercial use, including the execution of instruments aiming the fulfilment of export performance; (e) representations in general; (f) participation in other companies, enterprises, funds, portfolios and other investment vehicles in Brazil and/or abroad as majority or minority stockholder, partner or shareholder; (g) acquisition, alienation and negotiation of bonds and securities of publicly-traded and privately-held companies, in or out of the stock exchange, in Brazil and abroad; and (h) lease of items of equipment or machinery and the provision of related and derived services; (i) exploitation of the activities related to general storehouses, according to the provisions set forth in the Federal Decree 1102/1903.

Article 4. The Company was incorporated to operate for undetermined period of time.

CHAPTER II

CAPITAL AND STOCKS

Article 5. The capital stock of the Company, entirely subscribed and paid in full, amounts to four hundred and eighty-seven million, forty-three thousand, six hundred and sixty-five Brazilian reais and sixty-three cents (BRL 487,043,665.63), represented by six million, two hundred and eighty-six thousand, two hundred and ninety-three (6,286,293) registered common stocks with no par value.

Article 6. The Company is hereby authorized to increase its capital stock by decision of the Board of Directors, regardless of amendment to the Articles of Association, with the issue of up to five million, three hundred and thirty-three thousand, three hundred and thirty-three (5,333,333) common stocks.

Paragraph 1. The Board of Directors shall establish the conditions for the issue of stocks set forth in the caput, including price and term for payment in full, and determine the issue of subscription warrants within the limit of the authorized capital.

Paragraph 2. Within the limit of the authorized capital and according to plan approved by the General Meeting, the Board of Directors shall be allowed to authorize the Company to grant stock call option to its Administrators and employees, and the administrators and employees of other companies directly or indirectly controlled by the Company, without preemptive right to the Stockholders.

Paragraph 3. The Company shall not be allowed to issue participation certificates and preferred stocks.

Article 7. The capital stock is represented exclusively by common stocks, and each common stock shall entitle its holder to one vote in the decisions of the General Meeting.

Article 8. All stocks of the Company shall be book-entry stocks, and they shall be kept in deposit account held in financial institution authorized by the Brazilian Securities Exchange Commission.

Article 9. At the discretion of the Board of Directors, stocks and debentures convertible into stocks or subscription warrants may be issued without preemptive right or with reduction of the term set forth in Paragraph 4, Article 171 of the Act 6.404/76, which placement is carried out by means of sale in stock exchange or public subscription, or by means of exchange for stocks in public offer for the acquisition of control, according to the terms established in Law, within the limit of the authorized capital.

CHAPTER III

BODIES OF THE COMPANY

SECTION I –
General Meeting

Article 10. The Regular Meeting shall be held once a year, and the Extraordinary Meeting shall be held whenever convened according to the provisions set forth in applicable laws or these Articles of Association.

Article 11. The General Meeting shall be opened and chaired by the Chairman of the Board of Directors or, in case of absence, by the Deputy Chairman of the Board of Directors or, in case of absence, by Stockholder or Administrator of the Company chosen by the majority of votes cast by the attendees. The Chairman of the General Meeting shall appoint the Secretary, who may be a Stockholder of the Company or not.

Article 12. In addition to the duties set forth in Law and these Articles of Association, the General Meeting shall be responsible for the following activities:

I. to elect and remove the members of the Board of Directors, and to appoint the Chairman and Deputy Chairman of the Board of Directors;

II. to establish the annual total remuneration of the members of the Board of Directors and Executive Board, in addition to the members of the Audit Committee, if established;

III. to examine, once a year, the accounts of the Administrators and deliberate upon the Financial Statements presented by them;

IV. to amend the Articles of Association;

V. to deliberate upon the dissolution, liquidation, merger, split-up, acquisition of the Company or any other company by the Company;

VI. to approve plans for the granting of stock call option to its Administrators and employees, and the administrators and employees of other companies directly or indirectly controlled by the Company;

VII. to deliberate upon the allocation of the income of the fiscal year and the distribution of dividends, according to proposal presented by the Administration;

VIII. to elect the liquidator, and the Audit Committee that shall operate during the liquidation;

IX. to deliberate upon the request for cancellation of the registration of publicly-traded company of the Company, and the delisting from the special listing segment named Novo Mercado of BM&FBOVESPA;

X. to choose specialized company to determine the economic value of the Company and prepare the respective Appraisal Report of the stocks in case of cancellation of registration of publicly-traded company or delisting from Novo Mercado segment, pursuant to the provisions set forth in Chapter V of these Articles of Association, among the companies referred by the Board of Directors; and

XI. to deliberate upon any issue presented by the Board of Directors.

SECTION II – ADMINISTRATION

Sub-Section I
General Provisions

Article 13. The Company shall be administrated by the Board of Directors and the Executive Board.

Paragraph 1. The Administrators of the Company shall be inducted in office by means of Instrument transcribed in appropriate book, signed by the Administrator inducted, who shall be exempted from the obligation to post any bonds to secure their administration.

Paragraph 2. The installation of the members of the Board of Directors and Executive Board is conditioned to the prior subscription of the Administrators Acceptance Statement, pursuant to the provisions set forth in the Novo Mercado Regulation, and the fulfilment of the applicable legal requirements. The Administrators shall inform BM&FBOVESPA about the amount and characteristics of the securities issued by the Company directly or indirectly held by them, including derivatives, immediately after their installation.

Paragraph 3. The Administrators shall hold office until the installation of their substitutes.

Article 14. The Meeting shall establish a limit for the annual total remuneration to be distributed to the Administrators, and the Board of Directors shall deliberate upon their individual remuneration, with observance of the provisions set forth hereunder.

Article 15. With observance of the regular call set forth in these Articles of Association, the bodies of administration shall hold valid Meeting with the attendance of the majority of its members and deliberate according to the vote cast by the majority of the attendees.

Sole Paragraph. The prior call of all Administrators for the Meeting as a condition for its validity shall be waived solely in case all members of the body that holds the Meeting are present. For such purpose, the attendance shall be verified by the presentation of votes in writing delivered by another member or sent to the Company prior to the Meeting.

Sub-Section II
Board of Directors

Article 16. The Board of Directors shall be comprised of no less than five (05) and no more than seven (07) members, who shall be elected and may be dismissed by the General Meeting, and who shall perform for a unified term of office of one (01) year, reelection allowed.

Paragraph 1. The Stockholders shall determine in the Regular Meeting the number of permanent members of the Board of Directors.

Paragraph 2. At least twenty percent (20%) of the members of the Board of Directors of the Company shall be Independent Directors, according to definition set forth in the Novo Mercado Regulation, and the condition of Independent Director shall be mandatorily set forth in the Minutes of the General Meeting of Stockholders that elects said members. The Directors elected according to the option set forth in Article 141, Paragraph 4 and Paragraph 5 of the Act 6.404/76 shall be also considered as Independent Directors. When, as a result of observance of the percentage set forth in this Paragraph 2, the number of Directors results in fractional number, the number shall be rounded up to an integer: (i) immediately higher, when the fraction is equal to or higher than 0.5; or (ii) immediately lower, when the fraction is lower than 0.5.

Paragraph 3. The members of the Board of Directors shall be inducted in office by means of signature of Instrument transcribed in appropriate book. The members of the Board of Directors shall hold office and perform their duties until their substitutes are elected, except otherwise determined by the General Meeting of Stockholders.

Paragraph 4. The member of the Board of Directors shall have good reputation, and the member who: (i) holds position in companies that may be considered as competitors of the Company; or (ii) has or represents interests conflicting with the Company shall not be elected, apart from exception made by the General Meeting. The voting right shall not be exercised by member of the Board of Directors in case the same factors of impediment are subsequently verified.

Paragraph 5. The member of the Board of Directors shall not be allowed to access items of information or take part in Meetings of the Board of Directors related to issues on which he/she has or represents interests conflicting with the Company, and the exercise of his/her voting rights shall be expressly prohibited.

Paragraph 6. In order to better perform its duties, the Board of Directors shall be allowed to establish committees or work groups with defined goals. Said committees or work groups shall be comprised of individuals appointed by the Board of Directors among the members of the Administration and/or other individuals who do not participate in the administration of the Company.

Paragraph 7. The positions of Chairman of the Board of Directors and Chief Executive Officer or main executive shall not be cumulated by the same person.

Article 17. The Chairman and Deputy Chairman of the Board of Directors shall be appointed by the General Meeting.

Paragraph 1. The Chairman of the Board of Directors shall chair the General Meetings and the Meetings of the Board of Directors and, in cases of temporary absence or impediment, said duties shall be performed by the Deputy Chairman of the Board of Directors.

Paragraph 2. In case of vacancy in the Board of Directors that does not result in number lower than the majority of the positions of the body, according to the number of permanent Directors established by the General Meeting, the remaining members of the Board of Directors shall be allowed to: (i) appoint substitute or substitutes, who shall hold office until the end of the term of office of the member or members substituted; or (ii) choose to leave the positions of the absent member or members vacant, provided that the minimum number of members set forth in the caput of Article 16 is respected.

Paragraph 3. In case of vacancy in the Board of Directors that results in number lower than the majority of the positions of the body, according to the number of permanent Directors established by the General Meeting, the Board of Directors shall convene the General Meeting to elect the substitute who shall hold office until the end of the term of office of the member or members substituted.

Article 18. The Board of Directors shall hold Regular Meeting on a quarterly basis, and Extraordinary Meeting shall be held whenever convened by the Chairman or Deputy Chairman of the Board of Directors. The Meetings of the Board of Directors may be held, exceptionally, by means of conference call, videoconference or any other means of communication in which there is unequivocal proof of vote.

Paragraph 1. The Notices of Call for the Meetings shall be prepared in writing and sent no less than five (05) days in advance by letter, telegram, fax, email or any other form that allows the substantiation of receipt of the Notice of Call by the addressee. The Notices of Call shall contain the agenda and be accompanied by documentation related to the agenda.

Paragraph 2. All decisions taken by the Board of Directors shall be registered in Minutes drawn up in the respective book of the Board and be signed by the attending Directors.

Paragraph 3. The advance vote in writing and the vote cast by fax, email or any other means of communication shall be accepted in the Meetings of the Board of Directors, and the members that cast their vote through such means shall be considered as being present.

Paragraph 4. The decisions of the Board of Directors shall be taken at all times by the vote in favor cast by the majority of the members attending the Meeting.

Article 19. The Board of Directors shall be responsible for the following activities, in addition to other duties assigned by Law or these Articles of Association:

I. to perform the normative duties of the activities of the Company, and examine and decide upon any issue that does not fall under the exclusive responsibility of the General Meeting or the Executive Board;

II. to establish the general guidelines for the businesses conducted by the Company;

III. to elect and dismiss the Officers of the Company;

IV. to assign to the Officers their respective responsibilities, duties and limits of competence not specified under these Articles of Association, and appoint the Chief Investors Relations Officer with observance of the provisions hereunder;

V. to decide upon the call of the General Meeting whenever deemed convenient, or in case of the provisions set forth in Article 132 of the Act 6.404/76;

VI. to inspect the management of the Officers, examining, at any time, the books and documents of the Company and requesting information on the agreements entered into or to be entered into, and any other documents;

VII. to examine the quarterly results of the operations of the Company;

VIII. to choose and dismiss the independent auditor company of the Company;

IX. convene the independent auditors to provide explanations deemed necessary;

X. to examine the Administration Report and the accounts of the Executive Board and determine their presentation to the General Meeting;

XI. to approve the annual budgets of the Company and its respective amendments;

XII. to provide prior opinion on any proposal to be presented for deliberation of the General Meeting;

XIII. to authorize the issue of stocks of the Company within the limits authorized in Article 6 hereunder, establishing the conditions for the issue, including price and term for payment in full, and exclude (or reduce term for) the exercise of the preemptive right in the issues of stocks, subscription warrants and convertible debentures, which placement is carried out by means of sale in stock exchange or public subscription or by means of exchange for stocks in public offer for the acquisition of control, pursuant to the provision of the Law;

XIV. to determine the acquisition, by the Company, of stocks issued by the Company itself, or the launching of call and put options related to stocks issued by the Company, to be kept in treasury and/or for subsequent cancellation or alienation;

XV. to deliberate upon the issue of subscription warrants;

XVI. to grant stock call option to its administrators and employees, and to administrators and employees of other companies directly or indirectly controlled by the Company, without preemptive right for the Stockholders, pursuant to the provisions set forth in the programs approved in General Meeting;

XVII. to deliberate upon the issue of simple debentures, not convertible into stocks and without collateral, and the issue of commercial papers;

XVIII. to authorize the Company to grant collaterals for obligations of its controlled companies and/or wholly-owned subsidiaries, which value surpasses ten million Brazilian reais (BRL 10,000,000.00);

XIX. to approve any acquisition or sale of properties that belong to the fixed assets, which value is higher than two million Brazilian reais (BRL 2,000,000.00), with exception of the provisions set forth in item XX below;

XX. to authorize the participation of the Company in other companies as stockholder or shareholder, or the association of the Company with other companies for the establishment of joint ventures;

XXI. to approve the creation of encumbrances over the assets of the Company or the granting of guarantees to third parties, regardless of the value and with exception of the provisions set forth in item XVIII above;

XXII. to approve the obtainment of any financing or loan, including leasing operations, on behalf of the Company, not set forth in the annual budget, which value is higher than eight million Brazilian reais (BRL 8,000,000.00);

XXIII. to define the three-name list of companies specialized in economic appraisal of companies to prepare the Appraisal Report of the stocks of the Company in case of public offer for the acquisition of stocks aiming the cancellation of registration as a publicly-traded company or delisting from the Novo Mercado segment;

XXIV. to apply for bankruptcy, court-ordered or out-of-court reorganization by the Company;

XXV. to approve any transaction or set of transactions which value is equal to or higher than one million Brazilian reais (BRL 1,000,000.00) per year involving the Company and any party directly or indirectly related to it; for the purposes of this provision, related party is any administrator of the Company, employee or stockholder who directly or indirectly holds more than ten percent (10%) of the capital stock of the Company;

XXVI. to assign the use, alienate, transfer or license any sort of intellectual property that belongs to the Company;

XXVII. to previously deliberate upon the operations of spin-off, merger, acquisition, dissolution or liquidation, or any other corporate reorganization operation with similar effects involving any of the companies controlled by the Company; and

XXVIII. assign stock dividends and decide upon possible reverse split and split of stocks; and

XXIX. to provide favorable or contrary prior and substantiated opinion about any public offer for the acquisition of stocks issued by the Company, disclosed within up to fifteen (15) days before the publication of Notice of Public Offer for the Acquisition of Stocks, which shall inform at least: (i) the convenience and opportunity of the public offer for the acquisition of stocks related to the interests of the set of Stockholders and the liquidity of its securities; (ii) the repercussions of the public offer for the acquisition of stocks on the interests of the Company; (iii) the strategic plans disclosed by the Offeror in relation to the Company; (iv) other points deemed relevant by the Board of Directors, in addition to the items of information required by applicable rules set forth by the Brazilian Securities Exchange Commission.

Sole Paragraph. The Board of Directors shall be allowed to establish the limits for the performance of the acts set forth in items XVIII, XIX, XXII and XXV by the Executive Board, with the observance of the limits of value per act or series of acts.

Sub-section III
Executive Board

Article 20. The Executive Board shall be comprised of three (03) to seven (07) Officers, being one Chief Executive Officer, one Chief Financial Officer, one Chief Investors Relations Officer, and the remaining, if elected, shall occupy the positions of Officers, according to determination of the Board of Directors.

Paragraph 1. The Officers shall be elected to perform for a term of office of three (03) years, reelection allowed.

Paragraph 2. The members of the Executive Board not reelected shall hold office until the installation of the new Officers.

Paragraph 3. In case of definitive impediment or vacancy in the position, the Board of Directors shall be immediately convened to elect the substitute.

Paragraph 4. The absence or impediment of any Officer for a continuous period longer than thirty days shall determine the end of the respective term of office, except if authorized by the Board of Directors, and the provisions set forth in Paragraph 3 of this Article shall apply.

Paragraph 5. One Officer shall not substitute, simultaneously, more than one Officer.

Paragraph 6. The Executive Board shall hold Meeting convened by its Chief Executive Officer or any two of its members, jointly, whenever required by the corporate interests. The Meetings of the Executive Board, which shall be held at the registered office of the Company, shall be opened with the attendance of the majority of its members, among which necessarily the Chief Executive Officer, or the absolute majority of its members. The respective decisions shall be taken by the vote cast by the majority of the attending members and, in case of parity, the Chief Executive Officer shall cast the casting vote to approve or reject the issue being discussed. The Minutes containing the decisions shall be drawn up in appropriate Book.

Article 21. The Officers shall administrate and manage the businesses conducted by the Company, particularly:

I. to observe and enforce the observance of these Articles of Association and the decisions of the Board of Directors and General Meeting;

I. [sic] to present to the examination of the Board of Directors, on a yearly basis, the Administration Report and the accounts of the Executive Board, accompanied by the Report of the Independent Auditors, and proposal for the investment of the profits verified in the previous fiscal year;

II. to present to the Board of Directors the Strategic Planning, the Business Plan and the Annual Budget of the Company and its controlled companies;

III. to present to the Board of Directors, on a quarterly basis or as required, detailed Economic, Financial and Asset Trial Balance of the Company and its controlled companies, in addition to the Consolidated Balance Sheet;

IV. to issue and approve internal instructions and regulations deemed useful or necessary; and

V. to represent the Company as plaintiff or defendant, in or out of Court, with the observance of the provisions set forth in Article 26.

Article 22. The Chief Executive Officer shall supervise the Chief Financial Officer and the Chief Investors Relations Officer, control the activities related to the general planning of the Company, with observance of policies, guidelines and instructions previously established by the Board of Directors, and:

I. to coordinate the institutional and public relations issues of the Company;

II. to review, previously approve and, on a yearly basis, present to the Board of Directors the Annual Business Plan and the Annual Budget of the Company; and

III. to administrate the corporate issues in general;

IV. to convene and chair the Meetings of the Executive Board;

V. to lead and coordinate the actions of all Officers in the attainment of goals established in the Annual Business Plan, in the Budget and the specific goals established by the Board of Directors;

VI. to lead and coordinate the actions, acts aiming at the continuous improvement of the organization, generation of income, accounting results, financial liquidity and working capital of the Company and its controlled companies;

VII. to prepare the Annual Business Plan and Budget of the Company and controlled companies;

VIII. to coordinate and inspect the executive management of the activities of the controlled companies;

IX. to coordinate the policy related to staff (Human Resources), organization, management, operation and marketing of the Company.

Article 23. In addition to the duties, responsibilities and other specific powers that may be assigned by the Board of Directors, with the observance of the policies and guidelines previously established by the Chief Executive Officer, the Chief Financial Officer shall:

I. use alternatives of financing, propose to the Chief Executive Officer and the Board of Directors alternatives of financial protection of the Company (Hedge and Derivative Agreements), and approve financial conditions of the businesses of the Company;

II. administrate the cash, the accounts receivable and accounts payable of the Company; and

III. coordinate the Accountancy, Treasury, Financial Planning, Tax and Tributary Departments of the Company, supervising the accuracy of the registers and items of information, presenting the results and comparisons to the Company and the Board of Directors on appropriate or previously established dates;

IV. monitor and control, on a regular basis, the Annual Business Plan, the Strategic Planning and the results obtained;

V. coordinate the Information Technology Department;

VI. provide support to the external auditors in periodical audits;

VII. supervise, in the overall, the financial, accounting and consolidation activities related to the results of the Company and controlled companies; and

VIII. cooperate with the Chief Executive Officer in his activities and obligations.

Article 24. The Chief Investors Relations Officer shall provide information to the investors, the Brazilian Securities Exchange Commission and stock exchanges and organized over-the-counter markets in which the Company is registered, and maintain the registration of publicly-traded company of the Company updated, observing all laws and regulations applicable to publicly-traded companies.

Article 25. The duties and responsibilities of the Officers may be determined by the Board of Directors, at their election.

Article 26. The Company shall be represented as follows:

I. by two Officers, jointly, one of them necessarily being the Chief Financial Officer;

II. by any Officer or Attorney-in-fact, for the performance of acts that involve exclusively the representation of the Company in judicial and/or administrative proceedings, including the granting of instruments of Power of Attorney for the purposes of representation of the Company in said proceedings;

III. by the Chief Financial Officer together with one Attorney-in-fact with specific powers; and

IV. by one or more Attorneys-in-fact with specific powers, pursuant to the provisions set forth in the Sole Paragraph below.

Sole Paragraph. The instruments of Power of Attorney shall be granted at all times on behalf of the Company by the Chief Executive Officer together with the Chief Financial Officer; they shall be valid for a pre-established period no longer than one year, and expire at all times on December 31st of each calendar year. Only the instruments of Power of Attorney granted for the judicial representation shall remain valid for undetermined period of time.

SECTION III –
Audit Committee

Article 27. The Audit Committee of the Company shall be responsible for the duties established by Law, and it shall be comprised of three (03) to five (05) members and same number of deputies.

Paragraph 1. The Audit Committee shall not operate permanently; it shall be established solely by means of request of the Stockholders, according to legal provisions.

Paragraph 2. The installation of the members of the Audit Committee shall be conditioned to the prior signature of the Acceptance Statement of the Members of the Audit Committee, according to the provisions set forth in the Novo Mercado Regulation, and fulfilment of applicable legal requirements. The members of the Audit Committee shall inform BM&FBOVESPA about the number and characteristics of the securities issued by the Company directly or indirectly held by them, including derivatives, immediately after their installation in their respective positions.

CHAPTER IV

FISCAL YEAR AND FINANCIAL STATEMENTS

Article 28. The fiscal year shall begin on January 1st and it shall end on December 31st of each year.

Paragraph 1. At the end of each fiscal year, the Executive Board shall prepare the following Financial Statements with the observance of relevant legal precepts:

I. Balance Sheet;

II. Statement of Changes in Net Equity;

III. Income Report of the fiscal year;

IV. Cash Flow Statement; and

V. Value Added Statement.

Paragraph 2. The Financial Statements of the fiscal year shall comprehend proposal of the Administration for the allocation of the net income, with observance of the provisions set forth in these Articles of Association and applicable laws.

Paragraph 3. The net income of the fiscal year shall be mandatorily allocated as follows:

I. five percent (5%) shall be allocated to the creation of the Statutory Reserve, until it reaches twenty percent (20%) of the subscribed capital stock;

II. payment of compulsory dividend, with observance of the provisions set forth in Article 29 of these Articles of Association and applicable laws;

III. creation of Tax Incentive Reserve with the portion of the net income resulting from donations or governmental subventions for investments, which may be excluded from the calculation basis of the compulsory dividend;

IV. retention of portion of the net income to meet the capital budget proposed by the Administration of the Company and approved by the General Meeting; and

V. distribution of dividends of the balance.

Article 29. The Stockholders shall be entitled to receive, in each fiscal year, as dividends, compulsory minimum percentage of twenty-five percent (25%) of the net income of the fiscal year, after the following adjustments:

Ÿ deduction of the amounts allocated, in the fiscal year, to the creation of the Statutory Reserve, the Tax Incentives Reserve and the Contingency Reserve; and

Ÿ increase of the amounts resulting from the reversion, in the fiscal year, of reserves to contingencies previously created.

Paragraph 1. Whenever the amount of the compulsory mandatory dividend surpasses the realized portion of the net income of the fiscal year, the Administration shall be allowed to propose, and the General Meeting shall be allowed to approve the allocation of the surplus to create Reserve of Realizable Profits (Article 197 of the Act 6.404/76).

Paragraph 2. The Meeting shall be allowed to grant to the Administrators of the Company or its controlled companies profit share with observance of the relevant legal limits. The granting of the compulsory minimum dividend referred to in this Article is a condition for the payment of said profit share.

Paragraph 3. The Company shall be allowed to prepare Balance Sheets twice a year or within shorter periods. With observance of the conditions imposed by Law, the Board of Directors shall be allowed to: (a) determine the distribution of dividends taken from the Profits Account verified in Balance Sheet prepared twice a year or within shorter periods, ad referendum of the General Meeting; and (b) declare interim dividends to be taken from the Profit Reserves account existing in the last annual or biannual Balance Sheet.

Paragraph 4. The dividends not claimed within three years shall be transferred to the Company.

Paragraph 5. The Board of Directors shall examine proposal of the Executive Board for the payment or credit of interests on net equity, ad referendum of the Regular Meeting that examines the Financial Statements related to the fiscal year in which said interests were paid or credited. The sums corresponding to the interests on net equity shall be attributed to the compulsory dividend.

CHAPTER V

SALE OF STOCKHOLDING CONTROL, CANCELLATION OF REGISTRATION AS PUBLICLY-TRADED COMPANY AND DELISTING FROM NOVO MERCADO

Article 30. In the event of sale of the stockholding control of the Company, both by means of a single transaction or successive transactions, said sale shall be carried out on the preceding or subsequent condition that the acquirer of the stockholding control commits to make public offer for the acquisition of the stocks of the remaining Stockholders of the Company, with observance of the conditions and terms set forth in the laws in force and in the Novo Mercado Regulation, so as to ensure them treatment equal to the one granted to the Selling Controlling Stockholder.

Article 31. The public offer referred to in the previous Article shall be also carried out:

I. in cases of assignment for valuable consideration of rights of subscription of stocks and other bonds or rights related to securities convertible into stocks, which result in the Sale of the Stockholding Control of the Company; or

II. in case of sale of the stockholding control of company that holds the Stockholding Control of the Company; in such case, the Selling Controlling Stockholder shall be compelled to declare to BM&FBOVESPA the value attributed to the Company in said sale and enclose evidential documentation.

Article 32. The acquirer of the Power of Control as a result of Stock Purchase Agreement entered into with the Controlling Stockholder involving any number of stocks shall be compelled to:

I. make the public offer referred to in Article 30 hereunder; and

II. pay, according to the terms set forth below, amount equivalent to the difference between the price of the public offer and the value paid per stock acquired in stock exchange within the six (06) months before the date of acquisition of the Power of Control, duly restated until the date of the payment. Said amount shall be distributed among all individuals who sold stocks of the Company in the trading floor in which the Acquirer made the acquisitions, proportionally to the net daily selling balance of each individual, and BM&FBOVESPA shall be responsible for the distribution, pursuant to the provisions set forth in its regulations.

Article 33. In the public offer for the acquisition of stocks to be made by the Controlling Stockholder or the Company aiming the cancellation of the registration of public-held company of the Company, the minimum price to be offered shall correspond to the Economic Value verified by means of Appraisal Report, pursuant to the provisions set forth in Article 39 hereunder, with observance of applicable legal and regulatory norms.

Article 34. In case the Stockholders gathered in Extraordinary Meeting determine: (i) the delisting of the Company from Novo Mercado, so that the securities issued by the Company cease to have registration to be traded in Novo Mercado; or (ii) the delisting of the Company from Novo Mercado as a result of corporate reorganization, in which the company resulting from said reorganization has no securities accepted to be traded in Novo Mercado within one hundred and twenty (120) days as of the date of the General Meeting that approved said operation, the Controlling Stockholder shall make public offer for the acquisition of stocks that belong to the remaining Stockholders of the Company for at least its respective Economic Value, to be assessed by Appraisal Report, pursuant to the provisions set forth in Article 39, with the observance of applicable legal and regulatory norms.

Article 35. In the event there is no Controlling Stockholder, and the delisting of the Company from Novo Mercado is determined so that the securities issued by the Company acquire registration to be traded outside Novo Mercado, or as a result of corporate reorganization, in which the company resulting from said reorganization has no securities accepted to be traded in Novo Mercado within one hundred and twenty (120) days as of the date of the General Meeting that approved said operation, the delisting shall be conditioned to the conduction of public offer for the acquisition of stocks in the same conditions set forth in the previous Article.

Paragraph 1. Said General Meeting shall determine the ones responsible for making the public offer for the acquisition of stocks, who, being present in the Meeting, shall expressly accept the obligation to make the offer.

Paragraph 2. In case the individuals responsible for making the public offer for the acquisition of stocks are not determined, in the event of corporate reorganization, in which the company resulting from said reorganization has no securities accepted to be traded in Novo Mercado, the Stockholders that voted for the corporate reorganization shall make said offer.

Article 36. In the event there is no Controlling Stockholder, whenever the cancellation of registration as a publicly-traded company is approved, the Company shall make the public offer for acquisition of stocks referred to in Article 33.

Article 37. In case there is no Controlling Stockholder and BM&FBOVESPA determines that the price quotations of the securities issued by the Company be disclosed separately or that the securities issued by the Company be suspended from trading in Novo Mercado due to disregard of the obligations set forth in the Novo Mercado Regulation, the Administrators of the Company shall convene a General Meeting of Stockholders, which agenda shall determine: (i) the substitution of all members of the Board of Directors; and (ii) how to solve the disregard of the obligations set forth in the Novo Mercado Regulation.

Paragraph 1. In case the Extraordinary Meeting referred to in the caput of this Article is not convened by the Chairman of the Board of Directors within term established by BM&FBOVESPA, it may be convened by any Stockholder of the Company, with observance of the provisions set forth in Article 123 of the Act 6.404/76.

Paragraph 2. The new Board of Directors elected in the same Extraordinary Meeting referred to in the caput and Paragraph 1 of this Article shall solve the disregard of the obligations set forth in the Novo Mercado Regulation as soon as possible or within new term granted by BM&FBOVESPA for such purpose, whichever is shorter.

Article 38. The delisting of the Company from Novo Mercado as a result of disregard of the obligations set forth in the Novo Mercado Regulation is conditioned to the conduction of public offer for the acquisition of stocks at least for the Economic Value of the stocks, to be assessed by means of Appraisal Report, pursuant to the provisions set forth in Article 39 of these Articles of Association, with observance of applicable legal and regulatory norms.

Paragraph 1. The Controlling Stockholder shall make the public offer for acquisition of stocks set forth in the caput of this Article.

Paragraph 2. In case there is no Controlling Stockholder and the delisting from Novo Mercado referred to in the caput results from decision of the General Meeting, the Stockholders who voted for the decision that resulted in the disregard shall make the public offer for acquisition of stocks set forth in the caput.

Paragraph 3. In case there is no Controlling Stockholder and the delisting from Novo Mercado referred to in the caput takes place due to act or fact of the Administration, the Administrators of the Company shall convene General Meeting of Stockholders which Agenda shall discuss how to solve the disregard of the obligations set forth in the Novo Mercado Regulation or, as applicable, determine the delisting of the Company from Novo Mercado.

Paragraph 4. In case the General Meeting referred to in Paragraph 3 above determines the delisting of the Company from Novo Mercado, said General Meeting shall determine the ones responsible for making the public offer for acquisition of stocks set forth in the caput, who, being present in the Meeting, shall expressly accept the obligation to make the offer.

Article 39. The Appraisal Report referred to in Article 33, Article 34 and Article 38 hereunder shall be prepared by specialized institution or company, with substantiated experience and independent in relation to the power of decision of the Company, its Administrators and/or Controlling Stockholder or Controlling Stockholders. The Appraisal Report shall also meet the requirements set forth in Paragraph 1, Article 8 of the Act 6.404/76 and it shall contain the responsibility set forth in Paragraph 6 of the same Article of said Act.

Paragraph 1. The choice of the specialized institution or company responsible for determining the Economic Value of the Company shall fall under the exclusive responsibility of the General Meeting, based on the presentation, by the Board of Directors, of tree-name list. The decision, disregarding the blank votes, shall be taken by the majority of the Stockholders that represent the Outstanding Stocks present in the General Meeting that examines the issue. Said General Meeting, if opened on first summons, shall rely on the attendance of Stockholders that represent no less than twenty percent (20%) of the total Outstanding Stocks or, if opened on second summons, with the attendance of any number of Stockholders that represent Outstanding Stocks.

Paragraph 2. The costs incurred with the preparation of the Appraisal Report shall be fully paid by the Offeror.

Article 40. The Company shall not register any transfer of stocks to the Acquirer of the Power of Control, or to the one that acquires the Power of Control as long as they do not sign the Controlling Stockholders Acceptance Statement referred to in the Novo Mercado Regulation. Similarly, the Company shall not register Stockholders Agreement that regulates the exercise of the Power of Control as long as its signatories do not sign said Controlling Stockholders Acceptance Agreement.

Article 41. The Company or the Stockholders responsible for making the public offer for the acquisition of stocks set forth in these Chapter V, in the Novo Mercado Regulation or the regulation issued by the Brazilian Securities Exchange Commission shall ensure its conduction by means of any Stockholder, third party and, as applicable, by the Company. The Company or the Stockholder, as applicable, shall not be exempted from the obligation to make public offer for acquisition of stocks until it is concluded with the observance of applicable rules.

Article 42. The cases not provided for in these Articles of Association shall be settled by the General Meeting and regulated according to the provisions set forth in the Act 6.404/76, and the Novo Mercado Regulation.

CHAPTER VI

ARBITRATION

Article 43. The Company, its Stockholders, Administrators and members of the Audit Committee undertake to settle, by means of arbitration, before the Market Arbitration Chamber, any and all dispute or controversy related to or resulting from particularly the application, validity, effectiveness, interpretation, violation and its effects of the provisions set forth in the Act 6.404/76, these Articles of Association, the regulation issued by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities Exchange Commission, in addition to the remaining rules applicable to the operation of stock markets in general, in addition to the ones set forth in the Novo Mercado Regulation, the Novo Mercado Sanctions Regulation, Novo Mercado Participation Agreement, and the Arbitration Regulation of the Market Arbitration Chamber

CHAPTER VII

LIQUIDATION OF THE COMPANY

Article 44. The Company shall be liquidated in the cases determined by Law; the General Meeting shall elect the liquidator or liquidators, and the Audit Committee that shall operate during said period, with the observance of the legal formalities.

CHAPTER VIII

FINAL PROVISIONS

Article 45. The Company shall not grant financing or guarantees of any sort to third parties, in any form, for businesses unrelated to the corporate interests.

 

Last Update on November 23, 2021