Bylaws and Policies

Bylaws and Policies

CHAPTER I – Corporate Name, Head Office, Corporate Purpose and Term

Article 1 – QUALICORP CONSULTORIA E CORRETORA DE SEGUROS S.A. (“Company”) is a corporation governed by these By-laws and by applicable legal provisions.

Sole Paragraph – The Company, its stockholders, including controlling stockholders, when applicable, administrators and members of the Audit Committee, when opened, are subject to the provisions of the Regulation of Novo Mercado of B3 S.A. – Brasil, Bolsa, Balcão (“Regulation of Novo Mercado” and “B3”, respectively).

Article 2 – The Company has its head office and jurisdiction in the city of São Paulo, State of São Paulo, it is up to the Board of Directors to set and change the address of the headquarters, regardless of statutory amendment, as long as it is within the city of São Paulo.

Sole Paragraph – The Executive Board is the body responsible for deliberating on the opening, transferring, and closing of branches, agencies, offices or any other establishments anywhere inBrazil or abroad.

Article 3 – The Company’s corporate purpose is:

(i) the participation, as partner or stockholder, in other corporations, either nonbusiness orbusiness companies, and in business enterprises of any nature;

(ii) brokerage and agency of damage’s insurance;

(iii) brokerage and agency of people’s insurance;

(iv) distribution of complementary open private pension plans, health care and dental plans, as well as related activities;

(v) intermediation and agency of services and business in general;

(vi) consulting in management of benefits; and

(vii) implementation, exploration and management of franchises for the rendering of advisoryservices in the distribution or brokerage of insurances, health care and dental plans, as well as services and business in general, provided that the Company may license brands and business models, transfer know-how, promote sales support, provide support material, and empower sales people.

Sole Paragraph – The exercise of the activities related to the Company’s corporate purpose must consider: (i) the short and long-term interests of the Company and its stockholders, and (ii) the short and long-term economic, social, environmental and legal effects with respect to the working employees, suppliers, clients and other creditors of the Company and its subsidiaries, as well as with respect to the communities in which the Company operates locally and globally.

Article 4 – The Company has undetermined term of duration.

CHAPTER II – Capital Stock and Stocks

Article 5 – The capital stock of the Company, totally subscribed and paid in, is of BRL 896,557,588.73 represented by 284,014,325 registered, ordinary, book entry stocks, with no par value

Paragraph 1 – The stocks representing the capital stock are indivisible in relation to the Company and each ordinary stock grants to its holder the right to one vote in the General Meetings.

Paragraph 2 – The Company is authorized to increase its capital stock, regardless of change in the by-laws, upon decision of the Board of Directors, up to the limit of 350,000,000 new ordinary stocks.

Paragraph 3 – In the event of the Paragraph 2 above, the Board of Directors shall establish the conditions of the issuance, including the price of issuance, the term and the manner of paying in, as well as, if applicable, the possible allocation of part of the issue price to the capitalreserve account.

Paragraph 4 – A stockholder’s delay in paying up the subscribed capital will result in the charging of interest at 1% per month, monetary adjustment based on the General Price Index
–Market (IGP-M), at the lowest legally applicable periodicity, and a fine of 10% on the amount ofthe obligation, without prejudice to other applicable legal sanctions.

Paragraph 5 – The Company may exclude the preemptive right for former stockholders or reduce the term for its exercise in the issuance of shares, debentures convertible into shares or subscription warrants, whose placement is made through stock exchange sale, public subscription or exchange for stocks in a public offering for the acquisition of control.

Paragraph 6 – The Company may grant a stock or purchase options to its administrators, employees or individuals who provide services to the Company or to the corporation under its control, as well as to the administrators and employees of other corporations under its control, under the stock grant plan or stock options approved by the General Meeting.

Paragraph 7 – The Company may acquire, upon decision of the Board of Directors, whenever allowed by the applicable regulation, stocks of its own issuance to remain in the treasury for later disposal or cancellation, up to the amount of the balance of profits and reserves, except for the legal reserve, without decrease of the capital stock.

Paragraph 8 – It is expressly forbidden to issue preferred stocks and founders’ shares.

Paragraph 9 – Subject to the Paragraph 5, the stockholders have the right of first refusal, proportionally to their respective shares, in the subscription of stocks, debentures convertible into stocks or bonus of subscription of issuance of the Company, following the term established by the General Meeting, no shorter than 30 days, following the exceptions provided by law and these By-laws.

Article 6 – All stocks of the Company are book entry shares and shall be maintained in deposit accounts, in the name of their holders, at the financial institution authorized by the Brazilian Securities Exchange Commission (“CVM”) with which the Company has a custody agreement ineffect, without issuance of certificates.

Sole Paragraph – The cost of the transfer and registration, as well as the cost for the service regarding the book entry shares may be charged directly from the stockholder by the depository institution, as defined in the share entry agreement.

CHAPTER III – General Meetings

Article 7 – The General Meetings shall be held ordinarily following the legal terms and, extraordinarily, whenever it is necessary for the corporate interests.

Paragraph 1 – The General Meetings call notices shall be made by the Board of Directors of the Company and directed by the President of the Board of Directors or by a person indicatedby him. In the President’s absence, by an administrator chosen by those attending the meeting. In the absence of the President of the Board of Directors and its appointment, the General Meeting shall be presided over by any Company’s administrator or, in the absence ofthem, by a person chosen by the stockholders presents. The president of the General Meetingchooses one of the presents, to be the secretary.

Paragraph 2 – The General Meetings may be in person, partially or exclusively digital, in accordance with the applicable regulation.

Paragraph 3 – The documents pertaining to the matter to be resolved at the General Meetings shall be made available to the shareholders on the publication date of the first call notice, except in those cases in which the law or regulation in force requires their availability in a longer period.

Paragraph 4 – The General Meeting shall be convened, at first call, with the presence of shareholders representing at least 25% of the capital stock, except when the law requires a higher quorum; and, at second call, with any number of stockholders.

Paragraph 5 – The shareholder that wishes to participate in the General Meeting shall submit, in accordance with disclosed information by the Company, at least two days in advance fromthe time of the respective General Meeting: (i) certificate issued by the financial institution depository of the book entry shares they own or in their custody, pursuant to s. 126 of Law 6.404, of December 15, 1976 (“Brazilian Corporate Law”) or regarding the stockholders participating in the fungible custody of nominative shares, the statement containing the respective equity interest, issued by the relevant institution ; and (ii) in the event of representation of stockholder by power of attorney, the respective instrument of mandate, granted pursuant to the law and to these by-laws, the recognition of signatures and notarization. The stockholder or his legal representative shall attend the General Meeting with documents proving his identity and, in regards to individuals that prove their representation.

Paragraph 6 – Without prejudice to the provisions above, the stockholder who attends the General Meeting in person or partially in digital form, bearing the documents referred to in Paragraph 5 above, until the opening of the agenda at the General Meeting, may participate and vote, even if he/she has failed to present them previously.

Paragraph 7 – If the General Meeting is held partially or exclusively digitally, the Company may require the stockholder who intends to participate digitally, through the electronic system indicated by the Company, to present, 2 days prior to the date of the General Meeting, the documents mentioned in Paragraph 5 above, under penalty of not being able to participate digitally in the meeting.

Paragraph 8 – From the works and decisions of the General Meeting, minutes shall be registered, signed by the members of the table and by the stockholders present, the drawing up of the summary form is allowed, subject to the applicable law and regulations with respect to stockholders who participate not in person.

Article 8 – The General Meeting will set the overall amount of the management compensation, and the Board of Directors will be responsible for deciding on its distribution among its members and the Board of Executive Officers.

Article 9 – It is the General Meeting’s duty, in addition to the duties established by the law and these By-laws:

(i) elect and dismiss the members of the Board of Directors and the Audit Committee, whenopened;
(ii) establish the annual global payment of the administrators of the Company, as well as ofthe members of the Audit Committee, if any;
(iii) verify, annually, the accounting of the administrators, exam, discuss and vote the financialstatements;
(iv) change the Company’s By-laws;
(v) resolve on the dissolution, liquidation, court supervised or out-of-court reorganization orbankruptcy of the Company;
(vi) resolve on the consolidation, split-up, transformation, merger of the Company (includingmerger of shares), or of any corporation by the Company, pursuant to the approved proposal by its Board of Directors;
(vii) assign bonus in stocks and make decisions regarding occasional groupings and splits of stocks;
(viii) resolve on the redemption or amortization of stocks and approve the change of rights, preferences, advantages and conditions of redemption and amortization of stocks;
(ix) resolve on the change of the limit of the authorized capital, increase of the capital stock
– without prejudice to the Board of Directors’ power to approve the increases of the capital stock within the limit of the authorized capital –, or any reduction of capital;

(x) resolve on the suspension of any rights of the stockholders, pursuant to Section 120 of the Brazilian Corporate Law, in that in this decision, the stockholder(s) whose rights maybe object of suspension cannot vote;
(xi) approve plans to grant stock or purchase option or subscription of stocks to its administrators, employees and service providers, as well as to the administrators, employees and service providers of other corporations which are controlled, directly or indirectly, by the Company;
(xii) resolve on, according to the proposal submitted by the Administration, the destination of the profit of the year and its the distribution of dividends;
(xiii) elect the liquidator, as well as the Audit Committee members (in case this is not installedin the Company), which shall work during the liquidation period;
(xiv) resolve on the delisting proposal of the Company from the Novo Mercado; and
(xv) resolve on any subject submitted by the Board of Directors.

Article 10 – Except for the cases established in the law or in these By-laws, the general meeting decisions shall be made by the majority of the cast votes by the stockholders deemed present at the Meeting.

CHAPTER IV – Administration of the Company

Section I
General Provisions

Article 11 – The Company shall be managed by a Board of Directors and by a Board of Executive Officers, as established in the Brazilian Corporate Law and in these By-laws.

Paragraph 1 – The Board of Directors and Officers shall be granted the authority of their positions, regardless of security deposit, upon signing the declaration of acceptance of, which shall include the subject to the arbitration clause provided in Article 43 of these By-laws.

Paragraph 2 – The administrators shall remain in their positions until their alternates take on their positions, except if otherwise decided by the General Meeting or by the Board of Directors, as the case may be.

Paragraph 3 – When performing their duties, the Company’s administrators shall consider the best interest of the Company, including the interests, expectations, and short- and long-term effects of their acts on the following players related to the Company and its subsidiaries: (i) stockholders; (ii) working employees; (iii) suppliers, consumers, and other creditors; and (iv) the local and global community and environment.

Paragraph 4 – The meetings of the Board of Directors and the Board of Executive Officers shall be recorded in the respective book.

Article 12 – It is expressly forbidden, and it considered null and void, the act practiced by any administrator, attorney or employee of the Company who involves the Company in obligations regarding businesses and operations different from its corporate purpose, or in breach of law orthe By-laws.

Article 13 – The Board of Directors members and Officers shall have taintless reputation, and the following cannot be elected, except if with exemption from the General Meeting: (i) people with positions in corporations which may be considered competitors of the Company; or (ii) people who have or represent conflicting interest with the Company.

Sole Paragraph – The Board of Directors member or Officer cannot intervene with any corporate transaction which has conflicting interest with the Company’s, and his voting right is expressly forbidden with respect to such matters.

Article 14 – The positions of President of the Board of Directors and Chief Executive Officer cannot be accumulated by the same person, except for the hypotheses of vacancy, which the Company shall: (i) disclose the accrual of positions as a result of the vacancy by the business day following theoccurrence; (ii) disclose within 60 days, as of thevacancy, the actions taken to cease the accrual of positions; and (iii) cease the accrual within 1 year.

Article 15 – Without prejudice to contracting specific insurance to cover management risks, the Company may execute, pursuant to terms and conditions previously approved by the Company’s Board of Directors, indemnity agreements (“Indemnity Agreements”) in favor of the administrators, members of auxiliary management bodies, employees with management position or function, and members of the Company’s Audit Committee or of its subsidiaries, by means of which the Company assumes the obligation to indemnify and hold such persons harmless with respect to eventual expenses or potential asset losses related to the performanceof their activities in the Company or its controlled companies, and it is hereby assured, however, that the Company shall not be obliged to indemnify the respective beneficiaries when it is verified that they acted: (i) outside the exercise of their duties; (ii) with bad faith, willful misconduct, serious fault or through fraud; (iii) in their own interest or that of third parties, to the detriment of the corporate interest of the Company or its controlled companies.

Sole Paragraph – The Indemnity Agreements must provide for: (i) the decision-making procedure for granting indemnity, which shall prevent potential conflicts of interest and ensure that decisions are made in the Company’s interest; (ii) the cases of exclusions; and (iii) the obligation to return to the Company any amounts that the beneficiaries have received as indemnity, including advances on expenses, in cases where it is proven, through a procedure tobe established in the Indemnity Agreements, that they were not entitled to indemnity.

Section II
Board of Directors

Article 16 – The Company has a Board of Directors composed of at least 5 and at the most 9 effective members, elected and dismissible by the General Meeting, with unified term of office of 2 years, considering as year, for these purposes, the period included between 2 General Ordinary Meetings, reelection being permitted.

Paragraph 1 – The number of members that will integrate the Board of Directors in each administration shall be fixed by the General Meeting convened for the election of the members of the Board of Directors.

Paragraph 2 – The Board of Directors will adopt an Internal Regulation that will dispose, among other matters deemed convenient, about its own operation, the rights and dutiesof its members and their relationship with the Board of Executive Officers and other corporate bodies.

Paragraph 3 – It will be the responsibility of the elected Directors, at the first meeting of the Board of Directors after its members take office for a new term, to elect, from among its members, those who will exercise, during the term of office, the functions of President and Vice- President of the Board of Directors.

Article 17 – The appointment of members to the Board of Directors shall comply with the requirements set forth in the Company’s Nomination Policy, in the By-laws, in the Regulation of Novo Mercado, in the Brazilian Corporate Law and, as applicable, in a Stockholders’ Agreement filed at the Company’s head office, as well as in the other applicable laws and regulations.

Paragraph 1 – At least 2 or 20% of the members of the Company’s Board of Directors – whichever is greater – shall be independent Directors, as defined in the Regulation of Novo Mercado, and the characterization of the nominees to the Board of Directors as Independent Directors shall be resolved at the General Meeting that elects them.

Paragraph 2 – The Directors elected by means of the power provided for in article 141, paragraphs 4 and 5 of the Brazilian Corporate Law, when applicable, shall also be deemed independent Directors.

Paragraph 3 – When, as a result of compliance with the percentage referred to in Paragraph 1, the result is a fractionary number of Directors, such number shall be rounded off to the immediately higher whole number.

Paragraph 4 – The members of the Board of Directors who do not fulfill, due to supervening or unknown fact at the time of their election, the requirements set forth in the head of the Article herein, shall be replaced at the Board of Directors’ discretion.

Paragraph 5 – The same action provided for in paragraph 4 of this Article shall be adopted should any of the independent Directors of the Board of Directors no longer meet the independence criteria provided for in the Regulation of Novo Mercado and, consequently, the minimum number of independent Directors of the Board of Directors set forth in Paragraph 1 above is not complied with.

Article 18 – Except for the provisions in Article 19 below, the election of the members of the Board of Directors shall be carried out by the alliance system.

Paragraph 1 – In the election referred to in the Article herein, only the alliances may run: (i) nominated by the Board of Directors; or (ii) nominated, in the manner set forth in Paragraph 3 of this Article, by any stockholder or group of stockholders.

Paragraph 2 – The Board of Directors shall, on the call date to the General Meeting for the election of the members of the Board of Directors, make available to the stockholders the information related to each of themembers of the alliance nominated by him/her, in accordance with the terms required by the current law and regulation, as well as the Company’s Nomination Policy, including with regard to the characterization of the candidates as Independent pursuant to the Regulation of Novo Mercado.

Paragraph 3 – The stockholders or group of stockholders who wish to propose another alliance to run for the positions in the Board of Directors shall forward to the Board of Directors the information, documents and statements referred to in Paragraph 2 above, and the Company, after the due conference, shall proceed with the respective disclosure pursuant to the terms anddeadlines of the regulation in force.
Paragraph 4 – The same person may be a member of two or more alliances, including the one appointed by the Board of Directors.

Paragraph 5 – Each stockholder may only vote for one alliance, and the candidates of the alliance receiving the highest number of votes at the General Meeting shall be declared elected.

Article 19 – Notwithstanding the provisions in Article 18 above, in the election of the Board of Directors, stockholders may request, under the law, the adoption of the multiple vote process, provided that they do so at least 48 hours before the General Meeting.

Paragraph 1 – The Company, upon valid receipt of the request for adoption of the multiple votes, shall disclose a communication informing its adoption, pursuant to the applicable regulation.

Paragraph 2 – In the event of adoption of the multiple vote process, the election by alliances shall cease, and the members of the alliances referred to in Article 18 herein shall become candidates to the Board of Directors, as well as the candidates appointed by stockholders for the multiple vote process, provided that the information and statements regarding such candidates referred to in Paragraph 2 of Article 18 of these By-laws are submitted to the General Meeting.

Article 20 – The Board of Directors shall meet, ordinarily, pursuant to the schedule approvedby its members, at least 4 times in each fiscal year,; and, extraordinarily, whenever necessary for the corporate interests, whenever they are called by the President or, in the absence of the latter, the Vice-President.

Paragraph 1 – The meetings of the Board of Directors will be called by written notice, by means of e-mail or any other manner that allows proof of receipt of the call by the addressee, addressed to all other members, at least 3 days in advance, indicating the agenda, date, place and time at which the meeting will be held.

Paragraph 2 – Regardless of formalities of call notice provided in this Article, the meeting shall be deemed regular in which all members of the Board of Directors in exercise attend to.

Paragraph 3 -The meetings of the Board of Directors shall begin with the presence of the majority of the members in exercise, and their decisions, including proposals to be submitted to the General Meeting, shall be approved by majority of the presents. Each Director present will be entitled to one vote, but in case of a tie, the President of the Board of Directors will have the casting vote.

Paragraph 4 – The meetings of the Board of Directors shall be held at the head office of the Company, unless another place is informed at the respective call notice meetings may be held partially or exclusively digital, which will be considered as held at the place indicated in the call notice. In any case, the directors may attend the meetings of the Board of Directors, by means of telephone conference, video conference or any other electronic communication means whichenables the identification of the member and the communication with all the other people attending the meeting, in the events which shall be considered as attending the meeting and shall sign the corresponding minutes or send by in writing, including through e-mail, its agreement with the respective content.

Article 21 – In case of a definitive impediment or vacancy in any of the positions of member of the Board of Directors, the substitute may be appointed by the remaining Directors and will remain in the position until the end of the term ofthe replaced member. In the event of definitive impediment or vacancy of the majority of the positions in the Board of Directors, a General Meeting must be immediately called to elect substitutes, who must complete the term of office of the replaced Directors.

Article 22 – It is incumbent upon the Board of Directors of the Company:

(i) to establish the guidelines and policies of the Company and its controlled companies, and theBoard of Directors shall verify and follow their execution and examine at any time the Books andpapers of the Company and its controlled companies, request information regarding any documents made or about to be made or any other acts, declaring its opinion about them;

(ii) expressing an opinion on the Management report, the Board of Executive Officers’ accountsand the Company’s financial statements, submitting them to the General Meeting for approval;

(iii) proposing to the General Meeting the allocation of the Company’s net income for the year;

(iv) approving the verification of balance sheets in periods shorter than the fiscal year, as well asthe distribution of dividends intercalated or intermediaries and the payment of interest over theown capital, under the applicable law;

(v) approving the annual budget for the Company and its controlled companies;

(vi) setting the compensation of the members of the Board of Directors and the individual remuneration of the Board of Executive Officers, subject to the overall remuneration limit approved by the General Meeting;

(vii) defining the general remuneration criteria and the benefit policy for the Company’s administrators and, whenever it deems necessary, those of its controlled companies;

(viii) approving stock-based compensation programs, subject to the plans approved by the General Meeting;

(ix) calling General Meetings of the Company, in accordance with the Brazilian Corporate Law and these By-laws;

(x) choose and dismiss the independent Auditors for the Company, considered the expression of the Audit, Risks and Compliance Committee;

(xi) electing and dismissing the Company’s Officers, establishing, as the case may be, their duties(respecting those provided for in the By-laws);

(xii) submitting to the General Meeting the alliance for election of the members of the Board ofDirectors, pursuant to Article 18 of these By-laws;

(xiii) approving the development of new lines of business by the Company or its controlled companies that do not fit into the lines already developed or transformations.

(xiv) issuance, assumption, hiring or guarantee of any debt, by the Company or controlled companies, in an amount equal or higher, in a single transaction or in a set of related transactions
during the same fiscal year, at BRL 50,000,000.00;

(xv) issuance by the Company or its controlled companies of bonus of subscription, simple debentures non-convertible into stock, or other securities, in Brazil or abroad, including bonds, notes, commercial papers or others commonly used in the market, deciding on their issuance and redemption conditions, regardless of the amount involved;

(xvi) acquisition, by the Company and/or subsidiaries of business or assets from another corporation, including by entering into an agreement of association with another corporation whenever these transactions involve an amount equal or higher, in a single transaction or in a set of related transactions during the same fiscal year, at BRL 50,000,000.00;

(xvii) resolve on the issuance of stock, debentures convertible into stocks and bonus of subscription, within the limit of the authorized capital the Company, including with the removal of the right of first refusal under Paragraph 5 of Article 5 of these By-laws;

(xviii) except in those cases in which the law requires approval by the general meeting, approvingthe execution of transactions with related parties by the Company or its controlled companies, except in the cases of waiver established in the Company’s Policy on Transactions with Related Parties;

(xix) resolving on the execution of instruments, agreements, protocols and any other documentsrelated to transactions of merger, consolidation, spin-off, incorporation of stocks, transformation or any corporate reorganization involving the Company, as well as the submission of any proposals involving such matters or the dissolution or liquidation of the Company to the GeneralMeeting;

(xx) without prejudice to the other powers set forth in this clause, to approve the execution, modification of any relevant aspect, cancellation or termination of any agreement, or the assumption of obligations, provided that in an amount equal to or higher than BRL 50,000,000.00, in a single transaction or in a set of related transactions during the same fiscal year, subject also to the provisions of the policy of limits to be approved by the Board of Directors;
(xxi) authorizing the acquisition of Company stocks to be held in treasury, cancellation or later disposal, subject to the applicable legal and regulatory provisions and restrictions;

(xxii) approving proposals for amendments to the Company’s By-laws to be submitted to the General Meeting.

(xxiii) annually approving the general sponsorship and philanthropic donation guidelines to be observed by the Company and its controlled companies;

(xxiv) declare to be favorable or contrary in relation to any public offer of acquisition of stocks whose target are the stocks issued by the Company, by means of prior justified opinion, announced within 15 days of the publication of the invitation for public offer of acquisition of stocks, which shall include at least (a) the convenience and opportunity of the public offer of acquisition of stocks regarding the interest of the group of stockholders, including in relation to the price liquidity of the securities they own; (b) the repercussions of the public offer of acquisition of stocks over the interests of the Company; (c) the strategic plans announced by the party making the offer in relation to the Company; (d) possible alternatives to the acceptance ofthe public offer for the acquisition of stocks available in the market; and (e) other points whichthe Board of Directors consider relevant, as well as the information required by the applicable regulatory.

(xxv) approving the creation of permanent or temporary advisory committees to the Board of Directors, as well as work groups with defined purposes and appoint the members that will be part of such committees or work groups, establishing the respective Rules and powers;

(xxvi) approving corporate policies, pursuant to proposals submitted to it by the competent bodies;

(xxvii) appoint the Technical Manager of the Company with the Superintendence of Private Insurance – SUSEP, and may replace it at any time;

(xxviii) establishing the Company’s code of conduct, applicable to all of its employees and administrators, and may cover third parties, such as suppliers and service providers, in the manner established by the Regulation of Novo Mercado.

Paragraph 1 – The amounts in reais mentioned in this article shall be adjusted annually, as of the approval date of these By-laws by the General Meeting, based on the variation of the IPCA
– Broad Consumer Price Index, published by the Brazilian Institute of Geography and Statistics
–IBGE or another index that may replace it.

Paragraph 2 – Without prejudice to the matters and duties reserved to the Board of Directors in these By-laws, the Board of Directors may establish additional duties (including within the scope of the corporate policies and rules of the Company under its jurisdiction), as well as establish limits of jurisdictions applicable to the different bodies of the Company, according to the parameters that it may establish, provided that they do not conflict with the duties established by law or by these By-laws.

Section III
Board of Executive Officers

Article 23 – The Board of Executive Officers shall be comprised by, at least, 2 and up to, 8 members, stockholders or not, resident in the country, elected and dismissible at any time by the Board of Directors, and, at least, one President, one Investor Relations Officer, and one Financial Officer and the other Officers with the respective duties to be defined by the Board ofDirectors.

Paragraph 1 – The term of management of the officers, who will remain in office until their replacements are elected and take office, will be 2 years, with accumulation of positions and reelection being allowed.

Paragraph 2 – In event of definitive impediment or permanent vacancy in the position of Officer, the Board of Directors shall meet in order to discuss about electing an alternate.

Paragraph 3 – The Company shall maintain in the administration, management or technical management, as required by the applicable regulations in force, at least 1 Insurance Broker, qualified and registered with the Superintendence of Private Insurance – SUSEP to act as an intermediary in all insurance activities. The Technical Manager of the Company with the Superintendence of Private Insurance – SUSEP shall be assigned in accordance with the provisions of these By-laws and shall be necessarily an Insurance Broker qualified and registered in the SUSEP, pursuant to the applicable regulations.

Paragraph 4 – The designated Technical Manager shall have the competence to represent the Company with the competent authority.

Article 24 -The Board of Executive Officers shall meet whenever Company’s interests require so and its decisions, when they are jointly, shall be taken by simple majority of votes, subject to the opening quorum equivalent to the majority of its elected members, and the President shall be responsible for, in addition to his vote, the casting vote.

Sole Paragraph –The minutes of the Board of Executive Officers’ meetings will be drawn up with the corresponding resolutions in a specific book.

Article 25 – The Board of Executive Officers shall be responsible for the practice of acts necessary for the regular operation of the Company and the management of corporate business, as well as for deciding on matters that are not, by law or by provisions of these By-laws, the exclusive competence of the General Meeting or the Board of Directors (subject to the individual competence of each member of the Board of Executive Officers), and the Officers shall act pursuant to their duties established by law, by these By-laws, the Board of Directors, and in the Company’s corporate policies, when approved by the Board of Directors.

Paragraph 1 – Without prejudice to the additional functions, authorities and powers to be assigned to each Officer by the Board of Directors, the following also applies:

(i) to the Chief Executive Officer: (a) administer and manage the businesses of the Company;
(b) make these decisions of the Board of Directors and the General Meeting be followed; and (c)conduct and coordinate the activities of the other Officers in the sphere of the duties and powersestablished to the respective Officers in law, by the Board of Directors by these By-laws and in the corporate policies of the Company, inviting and leading the meetings of the Board of Executive Officers.
(ii) to the Chief Financial Officer: (a) help the Chief Executive Officer in his functions; (b) coordinate and lead the activities related to the operations of financial nature of the Company;
(c) coordinate and supervise the performance and the results of the financial area; (d) prepare the financial statements of the Company; and (e) exercise other functions or duties determined.

(iii) to the Investor Relations Officer: (a) represent the Company before the control agencies andother institutions which act in the capital market where the securities issued by the Company are admitted for negotiation; (b) represent the Company before the investing public, providing the necessary information; (c) monitor the compliance with the obligations established herein by the stockholders of the Company and report to the General Meeting and to the Board of Directors, when requested, its conclusions, reports and diligences; (d) make arrangements to keep the registration of publicly held company updated at CVM; and (e) exercise other functionsor responsibilities determined.

Paragraph 2 – In the absence or temporary impairment of the Chief Executive Officer, his functions shall be temporarily and cumulatively performed by an Officer to be designated by the Chief Executive Officer himself or, in the absence of such indication, by an Officer to be designated by the Board of Directors. In the absence or temporary impediment of any other Officer, his functions will be temporarily and cumulatively performed by the Chief Executive Officer or by another Officer appointed by the Chief Executive Officer.

Paragraph 3 – With due regard for the individual competencies defined in these By-laws or by the Board of Directors, the Board of Executive Officers will hold meetings whenever it is convened by any of the Officers, and it will be responsible for deciding, on a collective basis, on the approval of topics attributed to the collective Board of Executive Officers in any policy of authorities to be approved by the Board of Directors. The minutes of the meetings will be drawn up in a proper Book.

Article 26 – The Company shall be represented by (i) 2 Officers together; (ii) 1 Officer together with 1 attorney-in-fact designated according to Paragraph 2 of this Article; or (iii) 2 attorneys- in-fact together designated according to Paragraph 2 of this Article.

Paragraph 1 – Without prejudice of the provisions of the head this Article, the Board of Executive Officers may constitute one or more attorneys-in-law, with wide powers to represent the Company, including receiving notifications, summons and subpoenas, and the delegation of powers can be authorized for undetermined period.

Paragraph 2 – The powers-of-attorney in the name of the Company shall be always granted or revoked by 2 Officers together, and the instrument under discussion shall specify the powers granted and, except for those for legal purposes, they shall specify a validity period limited to 2years at the most.

Paragraph 3 – The representation of the Company shall be exercised by the individual signing of 1 attorney-in-law, constituted pursuant to the terms of Paragraph 2 of this Article, or of 1 Officer, in the following situations:

(i) before the entities of federal, state and municipal public administration, including government agencies and government controlled private companies;

(ii) in court or in arbitral procedures, as plaintiff or defendant;

(iii) in the signature of the labor identity of employees, of documents related to vacations, employment security fund, unemploymentinsurance, RAIS (Annual List of Social Security Information), dismissal documents before the INSS (Social Security National Institute), documents related to Caixa Econômica Federal (Federal Economic Bank), declarations related to employees, employment agreements, experience agreements and employees’ labor agreement termination.;

(iv) at General Meetings and meetings of partners of companies and entities in which the Company participates;

(v) in the endorsement of instruments intended for collection or deposit on behalf of the Company;

(vi) in the collection of any payments due to the Company; and

(vii) in the practice of simple routine administrative acts.

Paragraph 4 – The attorneys-in-fact which shall deal with matters related to insurance brokerage must be necessarily insurance brokers of all areas, qualified and registered with SUSEP.

CHAPTER V – Auxiliary Bodies of the Management

Article 27 – The Board of Directors may create, permanent or not, committees to advise it in the performance of its duties, with specific purposes, appointing their respective members.

Paragraph 1 – The operation and compensation of committee members, as authorized by this Article, shall be regulated by the Board of Directors.

Paragraph 2 – The same obligations and prohibitions imposed by law, these By-laws and Regulation of the Novo Mercado to the Company’s management shall apply to the committees members which may be created hereunder.

Section I
Audit, Risks and Compliance Committee

Article 28 – The Company will mandatorily have an Audit, Risks and Compliance Committee linked to the Board of Directors, which will operate on a permanent basis.

Sole Paragraph – The Audit, Risks and Compliance Committee will have its own Internal Rules, approved by the Board of Directors, to regulate issues relating to its operation and define the role of its coordinator.

Article 29 – The Audit, Risks and Compliance Committee shall be formed by at least three (3) members, of which:
(i) at least 1 of them must be an Independent Director of the Company, under theRegulation of the Novo Mercado;
(ii) the majority must be independent, under the CVM Resolution No. 23/2021, or any rulethat may replace it;
(iii) at least 1 of them must have recognized experience in matters of corporate accounting,under the CVM Resolution No. 23/2021, or any rule that may replace it;
(iv) the same member may combine the features of items (i), (ii) and (iii) above; and
(v) the Audit, Risks and Compliance Committee may include members outside the Company.

Article 30 – The Audit, Risks and Compliance Committee shall be responsible, at least:

(i) to opine on the hiring and dismissal of the independent auditor for the preparation ofindependent external audit or for any other service;
(ii) to supervise the activities: (a) of the independent auditors in order to evaluate: (a.1) theirindependence; (a.2) the quality of the services provided; and (a.3) the adequacy of the services provided to the Company’s needs; (b) the Company’s internal controls area; (c.) the Company’s internal audit area; and (d) the Company’s financial statement preparation area;
(iii) monitor and evaluate the quality and integrity: (a) of the internal control mechanisms;
(b) the Company’s quarterly information, interim statements and financial statements; and (c) the information and measurements disclosed based on adjusted accounting data and non- accounting data that add elements not provided for in the usual financial statement reporting structure;

(iv) evaluate and monitor the Company’s risk exposures, including requiring detailed information from policies and procedures related to: (a) management compensation; (b) the useof Company assets; and (c) expenses incurred on behalf of the Company;
(v) evaluate and monitor, together with Management and the internal audit area, the adequacy of related-party transactions carried out by the Company and their respective disclosures, as provided in the Company’s Related-Party Transactions Policy;
(vi) issue opinions and recommendations regarding the compliance of related-party transactions submitted to the Board of Directors for resolution under the Company’s Related- Party Transactions Policy;
(vii) evaluate, monitor and recommend to management the correction or improvement of the Company’s internal policies, including the Company’s Related-Party Transactions Policy; and
(viii) prepare an annual summary report, to be submitted together with the financial statements, containing a description of: (a) its activities, the results and conclusions reached and the recommendations made; and (b) any situations in which there is significant disagreement between the Company’s management, the independent auditors and the Audit, Risks and Compliance Committee regarding the Company’s financial statements.

Sole Paragraph – If the Audit Committee is opened in accordance with the Brazilian Corporate Law and Chapter VI below, the Audit, Risks and Compliance Committee shall retain its powers, respecting the powers granted by law to the Audit Committee.

CHAPTER VI – Audit Committee

Article 31 – The Audit Committee will operate on a non-permanent basis and, if opened under the Brazilian Corporate Law, will be comprised of three (3) full members and an equal number of alternates, with the duties set forth in the law and a unified term of office until the first Ordinary General Meeting held after its election, reelection being allowed.

Paragraph 1 – The investiture of the members of the Audit Committee, if assembled, shall depend on the signature of the instrument of investiture recorded on the appropriate Book, which shall provide its subjection to the arbitration clause provided in the Article 43 of these By- laws.

Paragraph 2 – A person who has a connection with a corporation which may be considered competitor of the Company cannot be elected to the position of member of the Audit Committee of the Company, and it is still forbidden to elect employees or administrators of the Company or its controlled companies, as well as their spouses or relatives, until third degree.

Paragraph 3 – The compensation of the members of the Audit Committee, if opened, shall be fixed by the General Meeting which elects them, following the provision in the Brazilian Corporate Law.

Paragraph 4 – In the event of impediment or permanent vacancy in the position of a member of the Audit Committee, said member will be replaced by the respective substitute. If there is nosubstitute to replace him, a General Meeting of the Company must be called to elect a new member of the Audit Committee and respective substitute to fill the position and complete the term of office of the resigning, impeded or vacant member.

Paragraph 5 – When started, the Audit Committee shall, ordinarily meet, at every quarter, in order to analyze the trial balance sheet and other financial statements periodically prepared by the Company, and, extraordinarily, whenever necessary, drawing up minutes of these meetings in the appropriate Book.

Paragraph 6 – The Audit Committee shall declare its opinions by absolute majority of votes, with the majority of its full members present.

CHAPTER VII – Corporate year, Financial Statements and Profits

Article 32 – The corporate year shall begin on January 1 and end on December 31 of each year. At the end of each corporate year, the financial statements established by the law shall be prepared.

Sole Paragraph – The financial statements of the Company shall be audited by specialized independent audit companies, registered at CVM, with proved experience acknowledged in themarket.

Article 33 – The Company shall prepare quarterly balance sheets, according to the corporate regulation and applicable normative instructions of the CVM, and it shall also, upon decision of the Board of Directors, prepare semestral, quarterly or even more frequent balance sheets; and:
(i) declare dividends, including intercalary or intermediate; as well as (ii) pay interest on the owncapital to the applicable law.

Paragraph 1 – The dividends distributed pursuant to this Article may be attributed to the mandatory dividend.

Paragraph 2 – The Company can make the payment of interest over its own capital, as credit of the annual or intermediary dividends.

Article 34 – Occasional losses accumulated and the provision for the income tax shall be deducted from the result of the year before any participation.

Paragraph 1 – Over the amount obtained according to the head of this Article, if applicable, the profit participation of the Officers of the Company, according to the parameters established by the Board of Directors, subject to the legal limits.

Paragraph 2 – After deducting any accumulated losses, the provision for the payment of income tax, and, if applicable, the provision for participation of administrators in the year’s profits and losses, 5% of the remaining profit shall be destinated for the creation of the legal reserve, until it reaches 20% of the capital stock, and such destination shall not be mandatory when the balance of this reserve, added by any reserve of capital mentioned in paragraph 1 of article 182 of the Brazilian Corporate Law, exceeds 30% of the capital stock.

Paragraph 3 – The mandatory dividend will be 25% of the remaining profit after the allocation to the legal reserve, adjusted by any contingency reserves and the respective reversals, if applicable.

Paragraph 4 – By proposal of the Management bodies, the amount not above 75% of the net profit may be destined to constituting the Investment Reserve, with the purpose of financing the expansion of the activities of the Company and controlled companies, including by means of the subscription of increases of capital or creation of new projects, participation in consortiums or other forms of association for accomplishing the corporate purpose.

Paragraph 5 – The reserve provided for in Paragraph 4 above, when added to the balance of the other profit reserves, with the exception for contingencies, tax incentives and realizable profits, shall not exceed 100% of the capital stock. When such limit is reached, it shall be the General Meeting’s duty to make a decision regarding the destination of the balance.

Paragraph 6 – With the compliance with the distribution provided for in the previous paragraphs, the General Meeting must determine the destination of the remaining balance of the net profit of the corporate year, if any.

Paragraph 7 – The dividends not received or claimed will fall into limitation within 3 years as of the date when they become available to the stockholder, after which they shall be returned to the Company.

CHAPTER VIII – Disposal of the stock control, cancellation of the registration ofpublicly held company and delisting from the Novo Mercado

Section I
Disposal of the control

Article 35 – The direct or indirect disposal of the control of the Company, both by means of a single transaction, and by means of successive transactions, shall be hired under condition that the control acquirer undertakes to perform public offer of acquisition of stocks having as purpose the stocks issued by the Company and owned by, the other stockholders, following the conditions and terms established in the legislation and the regulation in effect and the Regulation of the Novo Mercado, in order to assure equal treatment as the one given to the selling stockholder.

Sole Paragraph – The control acquirer is obliged, after the financial settlement of the public offering referred to in the head of this article, to take the appropriate actions to, if necessary, restore, in the subsequent eighteen (18) months, the minimum percentageof outstanding stocks provided for in the Regulation of the Novo Mercado.

Section II
Cancellation of the registration of publicly held company

Article 36 – The cancellation of registration of the Company as publicly held company before the CVM shall be preceded by the public offering of acquisition of stocks to be released by the Company or the stockholder or group of stockholders that holds its control, under the applicable legal and regulatory rules.

Section III
Delisting from the Novo Mercado

Article 37 – The Company’s delisting from Novo Mercado, whether voluntary, compulsory or due to corporate reorganization, must observe the rules contained in the Regulation of the Novo Mercado.

Article 38 – Without prejudice to the provisions of the Regulation of the Novo Mercado, and except for the provisions of Article 39 below, the voluntary delisting from the Novo Mercado must be preceded by a public offering of acquisition of stocks that observes the procedures set forth in the regulations issued by the CVM on public offerings of acquisition of stocks for cancellation of registration as a publicly held company and the following requirements: (i) the price offered must be fair, and it is possible to request a new valuation of the Company in the manner established in Law 6,404/76; (ii) stockholders holding more than 1/3 of the outstanding stocks must accept the public offering of acquisition of stocks or expressly agree with the delisting from the said segment without effecting a disposal of the stocks.

Sole Paragraph – For the purposes of item (ii) of the head of this Article, outstanding stocks are deemed to be only those whose holders expressly agree with the delisting from the Novo Mercado or qualify for the auction of the public offering of acquisition of stocks, pursuant to the regulations issued by CVM applicable to public offerings of acquisition of a publicly held company for cancellation of registration.

Article 39 – Voluntary delisting from the Novo Mercado may occur regardless of a public offering of acquisition of stocks, in the event of a waiver approved by the General Meeting, according to the Regulation of the Novo Mercado.

Article 40 – There is the option of making a single public offering of acquisition, aiming at more than one of the purposes provided for in this Chapter in the Regulation of the Novo Mercado, in the Brazilian Corporate Law or in the regulation issued by CVM, provided that it is possible to make the procedures of all sorts of public offering compatible and there is no loss for the receivers of the offer, and CVM grants the authorization when required by the applicable legislation or regulation.

Article 41 – The provisions of the Regulation of Novo Mercado will prevail over the statutory provisions, in the event of prejudice to the rights of the recipients of public offerings set forth inthese By-laws.

CHAPTER IX – Dissolution and Liquidation

Article 42 – The Company shall dissolve and go into liquidation in the cases provided for in the legislation, and it shall be the General Meeting’s responsibility to elect the liquidator and the members of the Audit Committee, which shall work during the liquidation period, establishing their remuneration.

CHAPTER X – Arbitration

Article 43 – The Company, its stockholders, administrators, full and alternate members of the audit committee, if any, undertake to settle, by means of arbitration at the Market Arbitration Chamber, under its regulation, any controversy arising among them, related with or resulting from their condition as issuer, stockholders, administrators and members of the audit committee, especially, arising from the provisions contained in the Law No. 6,385/76, in the Brazilian Corporate Law, in the Company’s By-laws, in the rules edited by the National Monetary Council, by the Brazilian Central Bank, and by CVM, as well as in the other rules that apply to the operation of the capital market in general, in addition to those contained in the Regulation of the Novo Mercado, of the other regulations of B3 and the Agreement to Participate in the Novo Mercado.

Paragraph 1 – The arbitral tribunal will be comprised by 3 arbitrators, appointed under the Market Arbitration Chamber’s Arbitration Rules.

Paragraph 2 – The seat of arbitration will be the Municipality of São Paulo, State of São Paulo, Brazil. The language of the arbitration will be Portuguese. The arbitration will be processed and judged according to Brazilian Law, and the decision by equity it is prohibited.

Paragraph 3 – Without prejudice to the validity of this arbitration clause, the request for emergency actions by the parties, before the constitution of the arbitration court, shall be referred to the Judicial Branch. As of the constitution of the arbitral tribunal, all precautionary oremergency actions must be requested directly to it, and it is hereby authorized to maintain, revoke, or modify such actions previously requested from the Judicial Branch, as the case may be.

CHAPTER XI – General Provisions

Article 44 – The Company shall follow the provisions contained in the stockholders’ agreements filed in its head office, and the Management is responsible for refraining from registering transfers of stocks or other securities contrary to the respective terms, and the President of the General Meetings or the Company’s joint decision-making bodies are responsible for refrainingfrom computing votes cast contrary to the provisions of such agreements.

Last update: November 09, 2021.

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