Bylaws

Chapter I - Name, Headquarters, Purpose and Duration of the Company

Article 1 – MAHLE METAL LEVE S.A. has its headquarters and jurisdiction at Avenida Ernst Mahle, 2.000, in the City of Mogi Guaçu, State of São Paulo.

Sole Paragraph – The Board of Directors shall deliberate the opening and closing of branches, divisions, plants or offices, anywhere within the country or abroad.

Article 2 – The purpose of the company shall be the manufacture, development, sale, resale, distribution, import and export of parts and accessories for the manufacturing and assembly of internal combustion engines and automotive vehicles, eletric engines and alternators, including its components for automotive vehicles; cooling and air conditioning applications for stationery engines and for power generator systems; all kinds of metal and plastic products; special machinery, tools, devices, measuring and precision instruments and apparatus;equipment and machines in general; metal, ferrous and non-ferrous and alloy artifacts and related products; application software for the development of metallurgic processes; filtration paper resale for filters manufacturing as well as the rendering of services, including lectures and training, inherent in its activities. The company may also hold equity interest in other entities or companies, including as a controlling shareholder or affiliate.

Article 3 – The duration of the Company is indeterminate.

Article 4 – With the entry of the Company in the Novo Mercado listing segment of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), the Company, its shareholders, including controlling shareholders, directors, officers and members of the Fiscal Council, when installed, are subject to the provisions of the Novo Mercado Listing Regulation.

Sole Paragraph – Capitalized terms not defined herein shall have the meaning set forth in the Novo Mercado Listing Regulation.

Chapter II - Capital Stock and Shares

Article 5 – The capital stock is BRL 966,254,684.00 (nine hundred sixty-six million, two hundred fifty-four thousand, six hundred eighty-four reais), fully subscribed and paid up, represented by 128,308,500 (one hundred twenty-eight million, three hundred eight thousand, five hundred) registered, book-entry, ordinary shares, without par value.

Paragraph 1 – The Company is prohibited from issuing preferred shares or founders’ shares.

Paragraph 2 – Each ordinary share entitles to one vote on any resolution at the Shareholders Meeting.

Paragraph 3 – The Companymay buy back its own shares to cancel them or hold them in treasury for subsequent sale, always upon authorization of the Board of Directors.

Article 6 – The Company is authorized to increase its capital stock with issuance of ordinary shares, regardless of any amendment to its Bylaws, up to the limit of 50,000,000 (fifty million) shares, upon resolution of the Board of Directors, which shall determine the number of shares to be issued, observing the issue price and placement conditions.

Article 7 – The book entry shares shall be held in deposit accounts in the name of their owners, with the authorized depositary financial institution (transfer agent) determined by the Board of Directors.

Sole Paragraph – The depositary financial institution may charge the shareholder for fees for transferring the title to the book-entry shares, observing the maximum limits set by the Brazilian Securities and Exchange Commission (CVM).

Article 8 – The Board of Directors may, under the provisions of article 172 of Law 6,404/76, exclude the preemptive rights in the placement of shares, debentures convertible into shares or warrants issue, the allotment of which is made upon trading on the stock exchange, public subscription or share exchange in a public tender offer to acquire controlling interest in the company, pursuant to articles 257 to 263 of Law 6,404/76.

Article 9 – The new shares issued to raise capital shall be distributed to the shareholders within a maximum of 60 (sixty) days from the date of publication of the respective minutes.

Chapter III - Shareholders Meeting

Article 10 – Any Shareholders Meeting, Annual or Extraordinary, shall be called by the Board of Directors.

Article 11 – The Shareholders Meeting shall be chaired by the Chairman of the Board of Directors, who shall appoint one person to act as secretary.

Sole Paragraph – In addition to the issues that are under the responsibility of the Shareholders Meeting, as defined by law and these Bylaws, it is incumbent on the Shareholders Meeting to approve the cancellation of the publicly traded company register with the CVM, when the offeror is the Company itself.

Chapter IV - Company Administration

Item 1: Management Administration

Article 12 – The administration of the Company is formed by the Board of Directors and the Board of Executive Officers.

Sole Paragraph – The investiture on the respective positions by each member of the Board of Directors and Board of Executive Officers, effective and alternate, is subject to the prior execution of the Investiture Term, which shall contain the obligation to comply with the arbitration clause seth forth in Article 29.

Item 2: Board of Directors

Article 13 – The Board of Directors shall be composed of 5 (five) effective members and an equal number of alternate members, all of which are shareholders, elected by the Shareholders Meeting for an unified term of office of 2 (two) years, with reelection being permitted.

Paragraph 1 – At the same Shareholders Meeting each Member of the Board is elected, the Member can nominate an alternate member who, if elected, shall serve during his impediment or occasional absences and, if any vacancy occurs, shall hold office for the remaining unexpired term of office.

Paragraph 2 – The Board of Directors shall appoint one of its Members in office to serve as Chairman.

Paragraph 3 – The same person shall not occupy the roles of Chairman of the Board of Directors and Chief Executive Officer.

Paragraph 4 – At least two (2) members of the Board of Directors, or 20% (twenty percent) shall be Independent Directors, whichever is higher, as defined by the Novo Mercado Listing Regulation, and the classification of those appointed to the Board of Directors as Independent Directors must be approved by the Shareholders Meeting in which they are elected.
Directors elected pursuant to paragraphs 4 and 5 of article 141 of Corporation Law 6,404/76 shall also be considered Independent Directors.

Directors elected pursuant to paragraphs 4 and 5 of article 141 of Corporation Law 6,404/76 shall also be considered Independent Directors.

Paragraph 5 – When the percentage requirement specified in paragraph 4 above results in a fractional number of directors, the fractional number shall be rounded up to the next whole number.

Article 14 – If a vacancy occurs on the Board of Directors and there is no alternate member to fill the vacancy, a replacement shall be appointed by the remaining Directors and shall serve until the next Shareholders Meeting.

Sole Paragraph – In the temporary absence or impediment of the Chairman, the Board elects one of its members to fill the role.

Article 15 – In addition to other responsibilities determined by law or these Bylaws, duties of the Board of Directors include:

I setting the Company’s general business guidance;
II observing the provisions of article 18 of these Bylaws, electing and removing the Company’s Directors and setting their responsibilities;
III overseeing the Board of Executive Officers’ management, examining at any time the Company’s books and documents, requesting information on contracts executed or about to be executed and any other acts;
IV calling Annual and Extraordinary Shareholders Meetings;
V expressing an opinion on the management report and Board of Executive Officers’ accounts;
VI authorizing the acquisition and/or sale of shares issued by the Company;
VII expressing an opinion about:

a. debts in foreign currency, except those resulting from the import of items
for current assets

b. acquisition of real estate;

c. acquisition or assignment of ownership or use of trademarks and patents, execution of contracts for acquisition or supply of industrial technology;

d. foreign supply contracts for a period of more than one year;

VIII authorizing the sale of properties, pledge of permanent assets as collateral and providing guarantees for third parties’ obligations, whenever it is the interest of the Company, and obligations of affiliates or subsidiaries;
IX selecting and removing the independent auditors;
X approving the annual budget and the capital expenditure plan of the Board of Executive Officers;
XI determining the issue of Commercial Papers for public distribution, under the legislation in force;
XII issuing, for subscription, shares and warrants, within the limit of authorized capital;
XIII establishing American Depositary Receipts (ADRs) programs;
XIV selecting, from the executive officers, the Investor Relations Officer who shall be responsible for providing the required information to the investors, Stock Exchanges and CVM; and
XV expressing an opinion in favor of or against any tender offer for acquisition of the Company shares by means of a reasoned previous report disclosed within 15 (fifteen) days from the publication of the tender offer notice, which shall address at least (a) the convenience and opportunity of the tender offer vis-à-vis the interests of the shareholders, including with regard to the price and to the potential impact on the liquidity of their securities; (b) the strategic plans disclosed by the offeror with regard to the Company; (c) any alternatives to the acceptance of the tender offer available in the market; and (d) that is responsibility of each shareholder to make the final decision on the acceptance of the offer, as well as the information required by applicable rules established by the CVM.
XVI Approving related party transactions that: (a) has the expectation of reaching or effectively reaches, in the period of 1 (one) year, a value equal to or greater than twenty million Reais (R$ 20,000,000.00) or 1% of the total of Company’s asset, as determined in the last financial statement disclosed by the Company; or (b) out of the ordinary course of business, if applicable, under the terms of the Company’s Related Party Transactions Policy, excluding possible members with potential conflicting interests.

Article 16 – The Board of Directors’ meetings shall be annual or extraordinary, being the requirement regarding a quorum of votes will be done with the presence of at least the majority of the Board members.

Paragraph 1 – The Board of Directors shall deliberate by absolute majority of votes by the Members present.

Paragraph 2 – The Board of Directors shall prepare an internal regulation to its operation and determine the dates of the annual meetings.

Paragraph 3 – The extraordinary meetings shall be called by any of the Board members, upon written notice to the other members, within at least 7 (seven) days in advance.

Paragraph 4 – The Chairman of the Board shall chair the meetings and shall have, besides his own vote, the casting vote.

Article 17 – The Shareholders Meeting shall set the global compensation for the members of the Board of Directors, to be shared among them by resolution of the Board, apart from their share of the Company’s net profits, as provided for in Section 27, II. (b) of these Bylaws.

Item 3 – Board of Executive Officers 

Article 18 – The Board of Executive Officers is composed of a minimum of 2 (two) and a maximum of 09 (nine) Executive Officers, shareholders or not, elected by the Board of Directors for a term of office of 01 (one) year, with reelection being permitted.

Article 19 – The Board of Directors shall set the responsibilities of the Executive Officers, and may change them at any time.

Article 20 – The Company representation in court, as a plaintiff or a defendant, shall be the responsibility of the Executive Officer designated by the Board of Directors. Except for the provisions of Article 23, the representation of the Company shall take place by means of two Executive Officers, one Executive Officer and one attorney-in-fact or two attorneys-in-fact. The Board of Directors shall determine that the Company shall be represented by one Executive Officer previously designated for each specific case.

Article 21 – Under the provisions of Article 23, it shall be the responsibility of each Executive Officer to take the necessary acts for the regular operation of the Company, observing the duties assigned to each one by the Board of Directors.

Article 22 – In the temporary impediment or absence of any Executive Officer, the Board of Directors shall appoint a substitute to fill the role. In the case of a vacancy, the Board of Directors shall elect a substitute to hold office for the remaining term of office.

Article 23 – The validity of the acts of disposal or pledge of permanent assets, acquisition of real estate, and provision of guarantees for third parties’ debts, is subject to the signature of two Executive Officers, or one Executive Officer and one attorney-in-fact, or two attorneys-in-fact.

Paragraph 1 – The Company’s attorneys-in-fact shall always be appointed for specific purposes and for a certain period, except in case of “ad judicia” powers or to defend the Company’s interests in administrative proceedings. The appointment shall be made by two Executive Officers.

Paragraph 2 – The Board of Executive Officers is prohibited from providing guarantees for third parties’ obligations on behalf of the Company, unless duly authorized by the Board of Directors (Article 15, VIII of these Bylaws).

Article 24 – The Shareholders Meeting shall set the global compensation for the Executive Officers, to be shared among them by resolution of the Board of Directors, apart from any share of the Company’s net profits, as provided in Section 27, II (b) of these Bylaws.

 

Chapter V - Fiscal Council

Article 25 – The Fiscal Council shall be composed of 3 (three) members and an equal number of alternate members, elected by Shareholders Meeting.

Paragraph 1 – The Shareholders Meeting, which elects the members of the Fiscal Council, shall fix its remuneration, in compliance with the legal provisions.

Paragraph 2 – The Fiscal Council shall not operate permanently and shall be installed by the Shareholders’ Meeting, at the request of shareholders, pursuant to the law.

Paragraph 3 – The investiture on the respective positions by each member of the Fiscal Council, is subject to the prior sign of the investiture term, which shall contain the obligation to comply with the arbitration clause seth forth in Article 29 of this bylaws.

Chapter VI - Fiscal Year and Distribution of Profits

Article 26 – The fiscal year shall end on December 31.

Article 27 – At the closing of the fiscal year, the financial statements required by law shall be prepared, observing the following rules concerning the distribution of the results earned:

I – Accumulated losses and provision for income tax shall be deducted, before any profit sharing, from the net income for the year.

II – Based on remaining profits and under legal provisions, the following shall be calculated in this order:

(a) global employee profit sharing, with the Board of Executive Officers being responsible for determining which employees shall receive the profit sharing and the amount to be granted to each employee;

(b) global management profit sharing, to be divided among them as determined by the Board of Directors, pursuant to article 152, paragraph 1 of Law 6,404/76;

III – The net income shall be distributed observing the following order:

(a) 5% (five percent) to the legal reserve until this reserve equals 20% (twenty percent) of the capital stock;

(b) recognition of other reserves required by law; and

(c) at least 25% (twenty-five percent) paid out as mandatory annual dividends to shareholders, pursuant to article 202 of Law 6,404/76.

Paragraph 1 – The amount of the interest on equity paid pursuant to paragraph 7 of article 9 of Law 9,249/95 and applicable legislation and regulation may be treated as mandatory minimum dividend and included in the amount of dividends distributed by the Company for all legal purposes.

Paragraph 2 –  In addition to the dividend declared out of the profits determined in each half-yearly balance sheet, the Board of Directors may equally declare interim dividends out of the retained earnings account or profit reserves existing in the last half-yearly balance sheet, as well as determine the preparation of the quarterly balance sheet and a consequent distribution of dividends, observing, in this last case, the provisions of paragraph 1 of article 204 of Law 6,404/76.

Paragraph 3 – The amount of dividends shall be made available to shareholders within a maximum of 60 (sixty) days from the date when they are distributed and, in any case, within the current fiscal year.

Chapter VII - Sale of Control

Article 28– The direct or indirect sale of Control, through a single transaction or series of successive transactions, is required to be agreed under a condition that the acquirer undertakes to carry out a tender offer for the shares of all other shareholders of the Company, subject to the conditions and deadlines set out in applicable Brazilian legislation and in Novo Mercado Listing Regulation, in order to ensure the other shareholders have the same treatment of the selling controlling shareholder.

Chapter VIII - Arbitra Tion

Article 29 – The Company, its shareholders, directors, officers and members of the Fiscal Council, effective or alternate, if any, undertake to adopt the arbitration procedure carried out by the Market Arbitration Chamber and to abide by its rules, in order to resolve any and all disputes that may arise relating to their status as issuer, shareholders, management and fiscal council members, specially in light of the provisions of Law 6,385/76, Law 6,404/76, the Company’s Bylaws, the rules issued by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities and Exchange Commission (CVM), as well as other rules applicable to the securities market in general, the rules herein, other rules and regulations established by B3, and the Novo Mercado participation agreement.

Chapter IX - Temporary Provisions

Article 27 – The provisions set forth in these Bylaws relating to Novo Mercado Listing Regulation, especially those in Sections VII, VIII and IX, shall be effective only after the date of publication of the Announcement of Commencement of the Secondary Tender Offer of Ordinary Shares Issued by the Company.