g. Description of the clauses that restrict or bind the voting rights of the members of the Board of Directors
Before each meeting of the Board of Directors of the Company and/or the Board of Directors of the Company‘s associates, Control Group Members shall hold a meeting to outline and adopt a unified position to be expressed by the members of the Board of Directors appointed by the Control Group Members. Control Group Members also agreed to cause the members of the Board of Directors (except for the Independent Directors and the Director appointed by Nisa after the lock-up period applicable to it, as applicable) to vote at the Board of Directors‘ meeting in accordance with the decisions adopted at the Preparatory Meeting for the related Board of Directors‘ meeting (“Preparatory Meeting for BDM”).
Each Control Group Member shall be entitled to 1 (one) vote at the Preparatory Meetings for BDM, 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 BDM 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”.
If any Board member fails to express their vote in line with what has been approved at the Preparatory Meeting for BDM, the Control Group Member that has not appointed this Board member may submit a formal complaint to the other Stockholder. In this case, the party that has appointed the Board member shall use their best efforts for such member to resign from his position and, if such resignation does not occur within 10 (ten) business days, the Control Group Members agree that a General Meeting of the Company shall be called to remove this member from the position and, immediately, elect a new member in replacement.