Article 1 - BOA VISTA SERVIÇOS S.A. ("Company") is a corporation governed by these Bylaws and the applicable law, in particular Law No. 6,404, of December 15, 1976, and its subsequent amendments ("Brazilian Corporation Law").
Article 2 - The Company has its headquarters and venue in the city of Barueri, in the State of São Paulo, with the Board of Directors being responsible for the change in the address of the headquarters, provided that it is located in the same city where the headquarters is already located.
Sole Paragraph - The Company may open, close and change the address of branches, agencies, warehouses, offices and any other establishments in the country or abroad, by resolution of its Board of Directors.
Article 3 - The Company's purpose is to: (i) provide services in general to support credit activity and credit protection, including consultancy, systems and project development, and development and sale of researches; (ii) development and commercial exploitation of payment methods solutions in general, including marketing, consumer behavior or any other commercial solutions originating from the database, know-how and distribution capacity, as well as any products, services and solutions offered by the Company's competitors; (iii) assignment, development, license, sub-license and distribution of the right to use software; (iv) elaboration of computer programs; (v) computer technical suppo rt, including the installation, configuration and maintenance of computer programs and databases; (vi) data processing; (vii) IT advice and consultancy; (viii) participation in other companies, as a shareholder or quotaholder, in Brazil or abroad; (ix) cal l center activities; and (x) organization services for exhibitions, conferences, expositions and events.
Article 4 - With the Company's entry into the Novo Mercado for Corporate Governance of B3 S.A.
Brasil, Bolsa, Balcão ("Novo Mercado" and "B3", respectively), the Company, its shareholders, including controlling shareholders, managers and members of the Fiscal Committee are subject, when established, to the provisions of B3's Novo Mercado Regulation ("Novo Mercado Regulation").
Article 5 - The Company's duration is indefinite.
THE CAPITAL STOCK
Article 6 - The Company's capital stock is BRL 1,715,268,855.09 (one billion, seven hundred and fifteen million, two hundred and sixty-eight thousand, eight hundred and fifty-five Brazilian Reais and nine cents), fully subscribed and paid in, divided into 531,831,497 (five hundred and thirty-one million, eight hundred and thirty-one thousand, four hundred and ninety -seven) common, registered, book-entry shares with no par value.
Paragraph 1 - The shares are indivisible in relation to the Company. When a share belongs to more than one person, the rights conferred shall be exercised by the representative of the co - ownership.
Paragraph 2 - The Company is prohibited from issuing preferred shares and founders' shares.
Paragraph 3 - Each common share guarantees its holder the right to one vote at the Company's general meetings.
Article 7 - The Company is authorized to increase its capital stock, without the need to change its Articles of Incorporation, up to the limit of 960,000,000 (nine hundred and sixty million) comm on shares, subject to the limitations provided for in the Brazilian Corporation Law.
Sole Paragraph - Within the limit of the authorized capital, the Company may, by resolution of the Board of Directors (i) increase its capital by issuing new shares and issuing debentures convertible into shares and subscription bonuses; and (ii) grant option plans to the Company's managers and employees for the purchase or subscription of shares, without preemptive rights for shareholders, provided that such option plans do not result, in the aggregate, in the issue of shares representing more than 5% (five percent) of the Company's capital stock.
Article 8 - All the Company's shares are book-entry, kept in deposit accounts in the name of their holders, with the financial institution authorized by the Brazilian Securities and Exchange Commission ("CVM", which stands for Comissão de Valores Mobiliários), with whom the Company maintains a custody agreement in force, without issuing certificates. The cost of the service of transferring the ownership of book-entry shares may be charged directly to the shareholder by the depositary institution, as may be defined in the share bookkeeping contract, subject to the limits imposed by current legislation.
Article 9 - In accordance with the provisions of the Brazilian Corporation Law, shareholders will have preemptive rights to subscribe for new shares, subscription bonuses or any securities convertible into shares, except in the case of the issuance of new shares for placement thro ugh:
sale on a stock exchange or public subscription; or (ii) exchange for shares, in a public offering for the acquisition of control.
Article 10 - The Company may, by resolution of the Board of Directors, acquire its own shares to remain in treasury and for subsequent sale or cancellation, subject to the applicable legal and regulatory provisions.
Article 11 - The General Meetings may be ordinary, held in the four (4) months following the end of the fiscal year, or special, held whenever and as required by the corporate businesses, under the terms of the Brazilian Corporation Law and these Articles of Incorporation.
Paragraph 1 - The resolutions of the General Meeting, except for the special events provided for by law and in these Articles of Incorporation, shall be taken by an absolute majority of votes, blank votes not being counted.
Paragraph 2 - The General Meeting may only resolve on matters on the agenda, contained in the respective call notice.
Paragraph 3 - The minutes of the General Meeting must be: (i) recorded in the book of Minutes of the General Meetings in the form of a summary of the facts that occurred, containing the summary indication of the voting direction of the shareholders attending, the blank votes and the abstentions; and (ii) published without signature.
Article 12 - Except for the exceptions provided for in the Brazilian Corporation Law, the meetings of the General Meetings shall be called both on first and second call, in compliance with the publication and disclosure formalities provided for in the Brazilian Corporation Law and in the applicable regulations, and chaired by the Chairman of the Board o f Directors or, in their absence,
by a member of the Board of Directors or by an Officer appointed by the Chairman of the Board of Directors. The chairman of the General Meeting will appoint the secretary.
Sole Paragraph - The shareholder may be represented at the General Meeting by an attorney-in- fact appointed less than one (1) year ago, who is a shareholder, company manager, lawyer, financial institution or investment fund manager representing the co -owners.
Article 13 - Notwithstanding the other matters within the competence of the General Meeting in accordance with the Brazilian Corporation Law, the resolution of the following matters will be the responsibility of the General Meeting:
changes in provisions and/or reform of the Company's articles of incorporation;
redemption or amortization and repurchase of shares issued by the Company, in accordance with the provisions of these Articles of Incorporation, except as provided for in Article 10 above;
merger, spin-off, transformation or incorporation of another company by the Company, or its incorporation by another company;
decree of dissolution, liquidation, judicial or extrajudicial reorganization and bankruptcy of the Company;
on any matter under the law that gives any shareholder the right to withdraw from the Company;
on the issue of shares, debentures convertible into shares and subscription warrants in an amount higher than the authorized capital;
overall compensation for the Company's managers;
cancellation of registration as a publicly -held company with the CVM; and
exemption from the public offer for the acquisition of shares to withdrawal from the Novo Mercado ("OPA withdrawal from the Novo Mercado").
Paragraph 1 - The General Meeting called to dispense with the OPA withdrawal from the Novo Mercado shall be opened on the first call with the presence of shareholders representing at least 2/3 (two thirds) of the Total Outstanding Shares. If the quorum is not reached, the General Meeting may be held upon the second call with the presence of any number of shareholders holding Outstanding Shares.
Paragraph 2 - The resolution on the waiver of the holding of the OPA withdraw from the Novo Mercado must take place by the majority of the vo tes of the holders of Outstanding Shares attending the general meeting, as provided for in the Novo Mercado Rules.
Paragraph 3 - For the purposes of this Article, "Outstanding Shares" means all the shares issued by the Company, except for the shares held by the controlling shareholder, by persons linked to it, by the Company's managers, by the seller of the relevant interest, and those held in treasury.
Article 14 - The Company will be managed by a Board of Directors and an Executive Board, with the powers conferred by applicable law and in accordance with these Articles of Incorporation.
Article 15 - The term of office of the members of the Board of Directors and the Executive Board will be unified, of two (2) years, with reelection being permitted for both positions. The members of the Board of Directors and the Officers will remain in office until the election and investiture of their successors.
Article 16 - The positions of Chairman of the Board of Directors and Chief Executive Officer or main executive of the Company cannot be accumulated by the same person, pursuant to article 138, §3, of the Brazilian Corporation Law.
Article 17 - The global remuneration of the Board of Directors and the Executive Board will be annually determined by the General Meeting, and the Board of Directors is responsible for deciding on the distribution of remuneration among the members of the Board of Directors and members of the Executive Board, in compliance with the "Remuneration Policy of the Company" approved by the Board of Directors.
Article 18 - The members of the Board of Directors and the Executive Board shall take office by:
signing the respective term in the books o f the Minutes of the Board of Directors and the Executive Board, which will include their submission to the arbitration clause provided for in Article 46, remaining subject to the requirements, impediments, duties, obligations and responsibilities provided for in articles 145 to 158 of the Brazilian Corporation Law; and (ii) compliance with applicable legal requirements.
The Board of Directors
Article 19 - The Board of Directors will be composed of at least five (5) and at most eleven (11) members, elected and removable at any time by the General Meeting, of which one will be appointed as Chairman of the Board of Directors, to they shall make the call, be the chairman and conduct the work of the General Meetings and the Board of Directors' meetings, as we ll as the coordination of the other activities of the Board of Directors, complying with the provisions of the Novo Mercado Regulation.
Article 20 - Out of the members of the Board of Directors, at least two (2) or 20% (twenty percent), whichever is greater, must be Independent Directors, complying with the definition of the Novo Mercado Regulation, with the characterization of the nominees to the Board of Directors as Independent Directors to be resolved at the General Meeting that elects them, and the d irector(s) elected through the power provided for in article 141, §§ 4 and 5 of the Brazilian Corporation Law, also being considered as independent, in the event that there is a controlling shareholder.
Sole Paragraph - When, as a result of observing the percentage referred to in the caput of this Article, a fractional number results, rounding up to the next whole number shall proceed, pursuant to the Novo Mercado Regulation.
Article 21 - The Board of Directors will meet, ordinarily, monthly, according to a schedule to be approved by the Board of Directors, being certain that, if it is necessary to hold such ordinary meetings on another date, the members of the Board of Directors must be called, in writing, at least five (5) business days in advance or, extraordinarily, whenever necessary.
Article 22 - The meetings of the Board of Directors will be called by its Chairman, their substitute or any two (2) members of the Board of Directors acting together, through a writt en notice delivered at least five (5) business days in advance, and with the submission of the list of subjects to be addressed and submission of the relevant documents.
Sole Paragraph - Regardless of the formalities provided for in Article 21 and this Article 22, the meeting attended by all members of the Board of Directors will be considered regular.
Article 23 - The meetings of the Board of Directors will only be opened with the presence of the majority of its acting members.
Paragraph 1 - In case of temporary impediment or absence, the member of the Board of Directors temporarily impeded or absent may appoint in writing (through a letter, facsimile or email that unequivocally identifies the sender) another member of the Board Directors to represent him or her, and must vote at the meetings of the Board of Directors on his or her own behalf and on behalf of the member he or she represents.
Paragraph 2 - In the event of permanent impediment or resignation of any of the members of the Board of Directors during the term for which he or she was elected, his or her replacement will be appointed by the Board of Directors, the interim substitution lasting until the definitive provision of the position to be decided for the first General Meeting to be held, acting as the substitute then elected until the end of the term.
Article 24 - Except as provided for in Article 26, Paragraph 2, the resolutions of the Board of Directors will be taken by the favorable vote of the majority of its members present, with no vote being attributed to the casting vote in the event that there is a tie in the number of votes for a given resolution.
Article 25- The meetings of the Board of Directors will be held, preferably, at the Company's headquarters. Meetings will be admitted via teleconference, video conference or other means of communication, and such participation will be considered a personal presence at that meeting. In this case, the members of the Board of Directors who participate remotely in the Board meeting must express their votes by letter, facsimile or electronic mail that uniquely identifies the sender.
Paragraph 1 - At the end of the meeting, minutes must be drawn up, which must be signed by the number of directors required to approve the matter to be resolv ed, and later transcribed in the Minutes Record Book of the Company's Board of Directors. The votes cast by directors who participate remotely in the meeting of the Board of Directors must also appear in the Minutes Record Book of the Board of Directors, with a copy of the letter, facsimile or email, as the case may be, containing the vote of the Director being added to the Book shortly after the transcription of the minutes.
Paragraph 2 - Minutes of the meeting of the Company's Board of Directors that contain a resolution intended to produce effects before third parties must be published and filed with the registry of commerce, subject to the applicable legal provisions.
Article 26 - The Board of Directors has the primary function of providing general guidance for the Company's business, as well as controlling and inspecting its performance, fulfilling it, especially in addition to other duties attributed to it by law or these Articles of Incorporation:
establish the objectives, policy and general orientation of the Company's corporate businesses.
approve the internal regulations or regimental acts of the Company, its committees and its administrative structure, including, but not limited to: (a) the code of conduct; (b) the remuneration policy; (c) the policy for nominating and filling positions in the board of directors, advisory committees and statutory executive officers; (d) the risk management policy; (e) the policy on transactions with related parties; (f) the securities trading policy; and
(g) the policy for disclosing a material act or fact;
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