Last update: 03/23/2021

Shareholder's Name

Shareholder's CNPJ or CPF

E-mail

Instructions on how to cast your vote

The present instrument should be filled out in case the shareholder decides to cast their Absentee Ballot for the Annual General Meeting of Shareholders (AGO) of Vulcabras Azaleia S.A., the first call of which is scheduled to be held on April 23, 2021 at 10 a.m., in accordance with Instruction No. 481 of the Brazilian Securities Commission (CVM), dated December 17, 2009, as amended, (CVM Instruction No. 481 and Absentee Ballot, respectively).

For this Absentee Ballot to be considered valid, it is indispensable that:

(i) each and every field be filled out manually and with a legible block handwriting, including the full individual or corporate name of the shareholder, followed by either their Individual Taxpayers' Registry (CPF) or National Corporate Taxpayers' Registry (CNPJ), and corresponding email address for contact;

  • (ii) each and every page of the Absentee Ballot be initialed; and

  • (iii) the last page of the Absentee Ballot be signed by either the shareholder or their legal representative, as the case may be, under the terms of the applicable legislation.

The Company requires that the signature of the shareholders, or their legal representatives, inserted in the Absentee Ballot be authenticated, or that, otherwise, as an alternative to the authenticated signature, the instrument be signed with a digital certificate signature, as issued by a certifying authority subject to the Brazilian Public Key Infrastructure (ICP-Brazil).

In light of the current COVID-19 pandemic scenario, the Company will exceptionally not require the shareholders who do not live in Brazilian territory to provide notarized, annotated, or certified signatures.

It is important to emphasize that the Managements Proposal to which this Absentee Ballot refers is available to all shareholders, not only at the Head Office of Vulcabras Azaleia S.A., but also on the Companys Investors Relations website (www.vulcabrasazaleiari.com.br) and on the websites of B3 S.A. - Brasil, Bolsa, Balcão (www.b3.com.br) and of the Brazilian Securities Commission - CVM (www.cvm.gov.br).

Instructions for sending your ballot, indicating the delivery process by sending it directly to the Company or through a qualified service provider

Any shareholder who chooses to exercise their right to vote by casting an Absentee Ballot will have to do so by either filling out the Absentee Ballot themselves, in compliance with the aforementioned instructions, and sending it to the Company, or by having either their own legal representatives or the Companys bookkeeping agent do so, in accordance with the provisions below:

(a) When sending the Absentee Ballot directly to the Company:

(i) duly completed, initialed, signed, and digitalized counterpart of the Absentee Ballot for the Extraordinary General Meeting of Shareholders (AGO), the signature in which Ballot is to be either authenticated or provided as a digital certified signature, as issued by a certifying authority subject to the Brazilian Public Key Infrastructure (ICP-Brazil); and

(iii) notarized copy of the following documents:

I. for individuals: Brazilian National Identity Card (RG) containing photo of the shareholder or their legal representative;

II. for legal entities: (1) articles of association or incorporation; (2) corporate documents providing powers of attorney for the legal representative to represent the shareholder; and (3) photo identity card of the legal representatives; and

III. for investment funds: (1) the investment fund's bylaws; (2) articles of association or incorporation of its administrator or manager, as appropriate, in compliance with the funds voting policy, and corporate documents providing powers of attorney for the legal representative to represent the shareholder; and (3) photo identity card of the legal representatives.

The following identity cards are acceptable: Brazilian National Identity Card (RG), Brazilian National Drivers License (CNH), Brazilian National Foreign Resident Registration (RNE), passport, identity cards issued by regulatory councils, and civil servant identity cards issued by the government, so long as they all include a photo of their holder.

In light of the current COVID-19 pandemic scenario, the Company will exceptionally not require the shareholders to provide notarized, annotated, certified, sworn-translation, or registered documents of the shareholders, that have not been originally issued in Brazil, so long as the documents are presented alongside a simple translation of their respective content into Portuguese.

The Absentee Ballot and the original counterparts of the other aforementioned documents shall be submitted to the Companys physical address, as provided below, or otherwise emailed todri@vulcabras.com.br, to the attention of Departamento de Relações com Investidores (Investors Relations Office), by no later than April 16, 2021, inclusive. The submission of digitalized documents does not exempt the shareholder from necessarily having to submit the corresponding original hard copy of the signed and initialed Absentee Ballot, as well as the notarized copy of the other required documents, to the Companys Head Office, to the attention of Diretoria de Relações com Investidores (Investors Relations Office), by no later than seven (07) days prior to the Meeting.

In accordance with Article 21-U of CVM Instruction No. 481, the Company shall send to the shareholders (via the email address they disclosed in their Absentee Ballot), by no later than three (03) days from the date when the digital copies of documents were received, notice of the following: (i) receipt of the Absentee Ballot and confirmation that the Absentee Ballot and the accompanying documents received are all sufficient for the shareholders vote to be considered valid; or (ii) the need for correction or re-submission of the Absentee Ballot or accompanying documents, as well as a description of the procedures and deadlines to be complied with for the Absentee Ballot to be regularized.

In accordance with Article 21-U of CVM Instruction No. 481, sole paragraph, the shareholders are allowed to rectify or re-submit their Absentee Ballots, or the accompanying documents, provided that they do so by no later than the aforementioned deadline established by the Company.

(b) When sending the Absentee Ballot via service providers:

As provided by Article 21-B of CVM Instruction No. 481, in addition to sending the Absentee Ballot directly to the Company, the shareholders are also allowed to send instructions for completion of the Absentee Ballots to service providers that are qualified to provide the collection and transmission of Absentee Ballot completion instructions, provided that these instructions are sent by no later than April 16, 2021, inclusive, or another specific date, as established by the corresponding service providers.

  • (i) Book-entry shareholders: allowed to cast an Absentee Ballot via a bookkeeping agent.

  • (ii) Custodian/brokerage institution shareholders: should make sure they understand the voting procedures with the share custodian institution.

(iii) Shareholders with shares held in custody by more than one institution (i.e. partially held in custody by the bookkeeping agent, and partially held in custody by more than one custodian company): simply send the vote-casting instruction to only one of these institutions, and the vote will always be considered based on the total number of shares held by the shareholder.

Any vote-casting instructions that have been issued by the same shareholder (i.e. the same CPF or CNPJ number), but which show conflicting decisions, will be rejected.

Postal and e-mail address to send the distance voting ballot, if the shareholder chooses to deliver the document directly to the company

Corporate name: Vulcabras Azaleia S.A.

Address: Avenida Antonio Frederico Ozanan, No. 1.440, Bairro da Grama, Jundiaí, SP, CEP: 13.219-001.

Att.: Departamento de Relações com Investidores (Investors Relations Office)

Email:dri@vulcabras.com.br, to the attention of Departamento de Relações com Investidores (Investors Relations Office)

Indication of the institution hired by the company to provide the registrar service of securities, with name, physical and electronic address, contact person and phone number

Banco Bradesco S.A.

Address: Núcleo Cidade de Deus, Osasco - São Paulo. Office hours: Monday through Friday, regular business hours.

Att.: Departamento de Ações e Custódia (Shares and Custody Office) Email:dac.escrituracao@bradesco.com.br

Point of contact: 0800-7011616

Resolutions concerning the Annual General Meeting (AGM)

Simple Resolution

1. 1. Assessing, debating, and voting on the Managements accounts, as well as on the financial statements for the year ended December 31, 2020, Management Report, Independent Auditors Report, and the Companys Statutory Audit Board.

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

2. 2. Making decisions about the Managements proposed allocation of the net profit for the year ended December 31, 2020.

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

3. 3. Making decisions on the existence of a fixed number of five (05) seats to be filled in the Board of Directors.

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

4. 4. Would you like to request that the Board of Directors be elected based on the cumulative voting process, in accordance with Article 141 of the Brazilian Corporate Law?

[ ] Approve [ ] Reject [ ] Abstain

Election of the board of directors by single group of candidates

Única

Pedro Grendene Bartelle (Presidente)

André de Camargo Bartelle (1º Vice Presidente) Pedro Bartelle (2º Vice Presidente)

Hector Nuñez (Independente)

Octávio Ferreira de Magalhães (Independente)

5. 5. Appointment of all the names that comprise the electoral alliance (votes cast in this field will be rejected if the voting shareholder also fills out the fields existing in the separate election for membership of the Board of Directors, and the separate election which these fields are about really does happen) - Board of Directors electoral alliance. - Única

[ ] Approve [ ] Reject [ ] Abstain

6. 6. If any candidate who is a member of the elected alliance stops being a member thereof, should the votes entitled to their shares continue to be counted for the elected alliance?

[ ] Yes [ ] No [ ] Abstain

7. 7. In case the cumulative voting process is adopted, should the votes entitled to your shares be distributed in equal percentages to all the members of the alliance you voted for? [If the shareholder chooses to Abstain from voting and the election happens to be based on the cumulating voting process, their vote shall be accounted for as an abstention in the corresponding deliberative meeting.]

[ ] Yes [ ] No [ ] Abstain

8. 8. List of all candidates that comprise the alliance - percentage of votes to be distributed.

Pedro Grendene Bartelle (Presidente) [ ] %

André de Camargo Bartelle (1º Vice Presidente) [ ] %

Pedro Bartelle (2º Vice Presidente) [ ] %

Hector Nuñez (Independente) [ ] %

Octávio Ferreira de Magalhães (Independente) [ ] %

Simple Resolution

9. 9. Would you like to request a separate election for the Board of Directors membership, as per the terms of Article 141, paragraph four, of the Brazilian Corporate Law? (The shareholder may only fill out this field if he or she has been uninterruptedly holding the voting shares for the three (03) months immediately prior to the date of the Annual General Meeting of Shareholders).

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

10. 10. Voting on the Managements global annual compensation to be established in the amount of R$ 13,961,929.00 (thirteen million, nine hundred and sixty-one thousand, nine hundred and twenty-nine reais) for the fiscal year 2021.

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

11. 11. Would you like to request the creation of a Statutory Audit Board, as per the terms of Article 161 of the Brazilian Corporate Law?

[ ] Approve [ ] Reject [ ] Abstain

Simple Resolution

12. 12. In the event a second call to the Annual General Meeting of Shareholders proves necessary, should the voting instructions established in this Absentee Ballot remain applicable to the second call as well?

[ ] Approve [ ] Reject [ ] Abstain

City :__________________________________________________________________________

Date :__________________________________________________________________________

Signature :_____________________________________________________________________

Shareholder's Name :____________________________________________________________

Phone Number :__________________________________________________________________

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Disclaimer

Vulcabras|azaleia SA published this content on 23 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2021 11:28:10 UTC.