d. Description of the clause on the exercise of voting rights and controlling interest

The Stockholders comprising the Control Group (“Control Group Members”) agree to hold a meeting before every General Meeting of our Company or of our associates, in order to outline and adopt a unified position to be expressed by the Control Group Members at such General Meeting. Therefore, the Control Group Members agreed to exercise their voting rights at each General Meeting based on a single voting approach, in accordance with the resolutions adopted at the meeting held prior to the related General Meeting, according to the quorum necessary to pass resolutions at each preparatory meeting (“Preparatory Meeting to GM”).

Each Control Group Member shall be entitled to 1 (one) vote at the Preparatory Meetings for GM, provided that (i) Par Participações and FENAE are considered for purposes of the Stockholders‘ Agreement as a single stockholder; and (ii) Nisa and Évora FIP are considered for purposes of the Stockholders‘ Agreement as a single stockholder.

Nisa and Évora FIP shall be entitled to 1 (one) vote at the Preparatory Meetings for GM only during the lock-up period (as defined below) applicable to them. After expiration of the lock-up period, Nisa and Évora FIP shall no longer be part of the Control Group or eligible to participate in the Preparatory Meetings for GM, and shall be considered “Group B Stockholders”.

The affirmative vote from all Control Group Members shall be required for approval of the following matters:

  1. Amendments to the bylaws;
  2. Changes in the structure, roles and number of members of the Company’s Board of Directors;
  3. Appointment or removal, at any time, of the members of the Board of Directors or the Audit Committee, if any, and their substitutes, if applicable;
  4. Increase and/or decrease in capital, as well as redemption, payment, split, reverse split or cancellation of shares of the Company, provided that the authorized capital established in the bylaws is complied with;
  5. Resolve on matters related to the issue of subscription warrants and debentures convertible into common shares by the Company, provided that the authorized capital established in the bylaws is complied with;
  6. Combination, merger, split-off, transformation or any other type of corporate reorganization or consolidation of our businesses;
  7. Dissolution or liquidation, lifting of liquidation, including the appointment or removal of liquidators and approval of accounts of the Company’s liquidators;
  8. Filing for bankruptcy or in-court or out-of-court reorganization of the Company;
  9. Resolve on matters related to (a) distribution of dividends that are lower or higher than the minimum dividend established in the bylaws; or (b) retention of all of the Company‘s profit;
  10. Creation of a stock option plan;
  11. Resolve on the cancellation of the registration as a publicly-traded company with the Brazilian Securities Commission (CVM);
  12. Resolve on the withdrawal of the Company from the BM&FBOVESPA ‘s New Market category, which shall be communicated to BM&FBOVESPA in writing, upon prior written notice of 30 (thirty) days; and
  13. Select a specialized company to be in charge of preparing an appraisal report as required and established in the bylaws, among the companies included in a list of three entity names prepared by the Board of Directors.

There are no provisions related to the exercise of the voting rights by Stockholders comprising the Group B (Group B Stockholders).