Internal Rules of the Board of Directors

1. Introduction

1.1. The purpose of these Internal Rules is to regulate: (a) the functioning of the Board of Directors of MAHLE Metal Leve S.A. (“Company”); (b) the functioning of the advisory committees to the Board, when established; (c) the relationship between the Board and the other corporate bodies of the Company; and (d) the rights and duties of the members of the Board of Directors.

1.2. The Board of Directors is a deliberative body, of collegiate nature, which authority is defined under the Company’s Bylaws and the applicable legal and regulatory rules, especially the Brazilian Corporation Law (“BCL”), and the Rulings issued by CVM.

2. Performance and Goals

2.1. The Board’s mission is to protect and increase the value of the Company, as well as maximize the return on investment, be fully aware of Company’s principles, the shareholders’ purposes and beliefs, ensuring their improvement.

2.2. Without prejudice to the activities set forth in Article 15 of the Company’s Bylaws, the Board of Directors shall establish the general guidelines for the Company’s business and decide on strategic matters, aiming at carrying out the following directives: (i) foster and observe the corporate purpose of the Company and of its subsidiaries; (ii) care for the interests of the shareholders, without losing sight of the interests of other stakeholders; (iii) care for the Company’s continuity, within a long-term and sustainable perspective that incorporates economic, social, environmental considerations and good corporate governance, in the definition of the business and operations; (iv) adopt an efficient  management structure, comprising of qualified professionals of unblemished reputation; (v) establish the guidelines for the management of the Company and of its subsidiaries, to be reflected in the annual budget; (vi) ensure that strategies and guidelines are effectively enforced by the  Board of Executive Officers without, however, interfering with operational matters; and (vii) prevent and manage conflicts of interests or divergent opinions, ensuring that the Company’s interest shall always prevail.

3. Composition and Investiture

3.1. Composition. The Board of Directors shall comprise of five (5) members and up to equal number of alternates, all of them with unified term of office of two (2) years, reelection admitted.

  • 3.1.1. Of the members of the Board of Directors, at least two (2) or twenty percent (20%), whichever is higher, shall be Independent, as defined in the Listing Rules of the Novo Mercado, and the classification of those appointed as Independent Directors must be approved by the General Shareholders’ Meeting in which they are elected.
  • 3.1.2. The Board of Directors shall elect, from among its members, its Chairman.

3.2. Investiture. The Members of the Board of Directors shall be vested in their position upon signing the Investiture Term, as per the provisions of the Company’s Bylaws and of the Brazilian Corporate Law, besides the  obligation to comply with the arbitration clause, as provided in the Listing Rules of the Novo Mercado, as well meeting any other legal or regulatory applicable requirements.

  • 3.2.1. Each member of the Board of Directors, upon signing the Investiture Term, shall submit to the Company the following documents: (i) a certified copy of his/her identification card; (ii) a certified copy of the individual taxpayers registry card; (iii) a statement that he/she is not precluded by special law nor has not been convicted of any bankruptcy, prevarication, bribery, graft, peculation crime or crime against the welfare, the property, nor of any criminal conviction that prevents him/her from accepting, even temporarily, public offices; (iv) a statement that he/she is not under the effects of temporarily suspension or disqualification imposed by the Brazilian Securities and Exchange Commission (“CVM”), which renders him/her ineligible to serve at the board of directors of listed companies; (v) a statement, signed under penalty of law, that he/she is not prevented from  carrying out acts of commerce or of being part of the  management of a commercial entity due to criminal conviction; (vi) a statement that he/she meets the requirement of unblemished reputation; (vii) a statement that he/she does not occupy any position in an entity which may be considered a direct competitor of the Company, and neither has nor represents any conflicting interest with those of the Company’s; and (viii) a statement on the number of shares, warrants (bonus de subscrição), stock options and share-convertible debentures issued by the Company and by subsidiaries or companies within the same group, he/she holds.

3.3. Replacement. The members of the Board of Directors shall be replaced in their absence, impediment or in the event of vacancy, pursuant to these Internal Rules and the Bylaws.

  • 3.3.1. Each Director may, at the same General Shareholder’s Meeting in which was elected, appoint an alternate who will replace him/her in his/her impediments or occasional absences and, in case of vacancy, will complete his/her term of office, provided that such alternate does not fall under any of the impediment events. The alternate member, by signing the Investiture Term, shall submit to the Company the documentation listed in Section 3.2. above.
  • 3.3.2. For the purposes of Section 3.3 (i), absent member is the member of the Board of Directors who fails to attend meetings of the Board; or (ii) impeded member is the member of the Board of Directors who has a conflict of interest with the Company (“Conflict of Interest”), as set forth in Section 9.6 of the Annex to these Internal Rules or who has been elected or who is in position in a competitor of the Company.
  • 3.3.3. In the case of temporary absence, the alternate member of the absent Director shall remain in office until the reasons for the effective member’s absence and/or impediment cease.
  • 3.3.4. In the case of temporary absence, the Chairman shall be informed of the replacement of an effective member by his/her alternate through written communication sent by the effective member or his/her alternate any time prior to a meeting is convened. Accordingly, the Chairman shall be immediately informed, once the effective member resumes his/her duties.
  • 3.3.5. The member of the Board of Directors who fails to attend three (3) consecutive meetings without proper justification or approval of the Board of Directors, could  forfeit his/her office, giving rise to a permanent vacancy. In the event of permanent vacancy of a Board member who has no alternate for replacement, a General Shareholders’ Meeting shall be convened within thirty (30) days to elect the substitute to complete the remainder of the term.
  • 3.3.6. In the case of leave of absence of the Chairman, another Director shall replace him/her as chosen by his/her peers.
  • 3.3.7. Resignation shall occur by written notice sent to the Chairman of the Board of Directors and becomes effective as of the date thereof, in relation to the Company, and shall be effective towards third parties after the resignation notice is filed with the commercial registry and duly published, which measures can be taken by the resigning Director.
4. Powers of the Board of Directors

4.1 In addition to the powers provided in the Company’s Bylaws and the Brazilian Corporate Law, the Board of Directors has the authority:

  1. to formally assess the performance of the Company, of the Board of Directors itself, and of the Board of Executive Officers;
  2. to elect and dismiss the Chief Executive Officer (“CEO”) and, as proposed by him, approve the choice and dismissal of the other Executive Officers;
  3. to evaluate whether each candidate for election to the board complies with the nomination policy; and whether each candidate is considered an independent board member, based on the provisions of Novo Mercado Listing Regulation and in the representation of the candidate attesting he/she complies with the independency criteria, including its conclusions in the management’s proposal to the general shareholders meeting held to elect directors and officers;
  4. to oversee the relationship between Executive Officers and other relevant parties (i.e., stakeholders);
  5. to retain specialists and experts, as proposed by the Chairman of the Board of Directors, to better examine the matters submitted to its deliberation;
  6. to elect, by nomination of the Chairman of the Board of Directors, the Secretary to the Board of Directors;
  7. to establish the principles to guide the transactions with related parties;
  8. to examine and analyze, previously to their disclosure, the financial statements and the quarterly information (ITR);
  9. periodically assess the company’s risk exposure and effectiveness of the risk management and compliance system; and
  10. to address situations not regulated in these Internal Rules.

4.2. Information and documents shall be provided or made available to all the Directors, and not one sole Director or group of Directors can have access to information not made available to the others.

5. Chairman of and Secretary to the Board of Directors

5.1 Chairman. The Chairman of the Board of Directors has the following duties, without prejudice to others that may be provided under the Company’s Bylaws and the applicable law:

  1. to ensure the efficient monitoring and assessment procedure by the Board of Directors, of the Board of Directors itself, and of the Board of Executive Officers;
  2. to organize and coordinate, in cooperation with the Secretary to the Board, the agenda of the meetings, after conferring with the other Directors and, as the case may be, with the Chief Executive Officer and other Executive Officers, indicating the matters included in the agenda which are of confidential and strategic nature, and, therefore, shall be contemplated in separate minutes, to be kept at the Company`s headquarters and not publicly disclosed;
  3. to coordinate the activities of the other Directors;
  4. to ensure that the Directors, together with the Secretary of the Board of Directors, receive complete and timely information on the matters contemplated in the agenda of the meetings;
  5. to submit annually to the Board of Directors a nominee for the position of Secretary to the Board, preferably not a Director;
  6. to submit to the Board of Directors proposal for the apportionment of the compensation between the Board of Directors and the Board of Executive Officers, and, in the latter case, among Executive Officers, to prevail during the term of office which initiates at the Annual Shareholders’ Meeting that elected them or at the Board of Directors’ Meeting, as applicable, based on the total amount of the remuneration set at such Annual Shareholders’ Meeting;
  7. to chair the meetings of the Board of Directors and the General Shareholders’ Meetings. In the case of the Board of Directors’ Meetings, the Chairman shall (a) declare the meeting duly convened and determine its start; (b) present to the Board of Executive Officers requests for information, as decided by the Board of Directors, upon majority decision; (c) call upon the Directors to voice their opinions about the matters discussed; (d) organize the voting process; and (e) declare the resolutions adopted. At the General Shareholders’ Meetings, the Chairman shall choose one from those in attendance to act as his/her secretary;
  8. to propose to the Board of Directors the annual corporate events schedule which shall necessarily establish the dates of the following events: (a) regular meetings of the Board of Directors, (b) publication of Quarterly and Annual Results, (c) presentation of the external audit reports, (d) presentation of the Budget and investments for the following fiscal year, (e) annual assessment of the performance of the Company and of the other corporate bodies;
  9. to organize, together with the Chief Executive Officer and upon the election of a new member of the Board of Directors, an integration and training program for the new Director, allowing him/her access to information on the Company and its organizational structure;
  10. to submit to the Board of Directors the succession plan for the CEO and, after consultation with the CEO, the other members of the Board of Executive Officers;
  11. to coordinate the interaction between the Board of Directors and the Fiscal Council and provide clarifications and information requested by the Fiscal Council relating to its role; and
  12. to facilitate and organize the communication between the members of the Board of Directors and those of the Board of Executive Officers, receive inquiries and information requests from the members of the Board of Directors, ensuring that the information requested is duly obtained.

5.2. Secretary. The Board of Directors may, upon nomination by the Chairman, appoint an employee of the Company to act as Secretary, which, in this position, shall be subject to the Chairman of the Board of Directors, with the following main duties:

  1. to organize the agenda of the meetings, based on requests from Directors and after conferring with the Chief Executive Officer, and submit it to the Chairman of the Board for subsequent validation;
  2. to act as secretary at the Board meetings, assisting the Chairman in organizing the meetings, including calling upon the Directors and communicating the agenda thereof;
  3. to take the minutes of the Board meetings and secure the Directors’ signatures;
  4. to ensure the safekeeping of the Board’s corporate books; and
  5. to assist the Investor Relations Officer for the filing of the Board’s corporate documents with the commercial registry and their publication in the events provided in the legal and regulatory rules;
6. Meetings

6.1. Frequency. The Board of Directors shall meet, ordinarily, every quarter, and, extraordinarily, whenever called pursuant to Section 6.2. below.

  • 6.1.1. Without prejudice to other matters that may be included, the ordinary meetings shall address the following ones:
March Examination and analysis of the financial statements for the last quarter of the previous fiscal year; Examination and analysis of the financial statements for the previous fiscal year (DFP); Examination and approval of the proposed remuneration for the members of the Board of Directors and for the Executive Officers, pursuant to Section 5.1.(vi) above.
April Election of the Chairman of the Board of Directors
May Examination and analysis of the financial statements for the first quarter of the current fiscal year (1st ITR)
August Examination and analysis of the financial statements for the second quarter of the current fiscal year (2nd ITR); Examination and analysis of the financial statements for the first semester of the current fiscal year
November Examination and analysis of the financial statements for the third quarter of the current fiscal year (3rd ITR); Examination and approval of the Business Plan and the Annual Budget for the following fiscal year.

6.2. Call. The meetings of the Board of Directors shall be called by the Chairman, at least, with 7 (seven) days in advance, by written notice sent to each of the other Directors via electronic mail (e-mail) or any other written means of communication with proof of receipt, which shall state the agenda of the meeting. The material for discussion at the meetings also shall be sent at least with seven (7) days in advance, allowing the analysis in appropriate detail.

  • 6.2.1. The Board of Directors shall also meet, extraordinarily, whenever convened in writing, pursuant to Section 6.2. above, upon substantiated request of any of its members, and the call shall include the date, time, venue and the agenda of the meeting. The request by any Board member shall be sent to the Chairman of the Board of Directors, who shall take the necessary steps to call the meeting. If the Chairman fails to meet the request of any Director within fifteen (15) days or fails to act or answer or even is impeded, the meeting may be called directly by any Director.
  • 6.2.2. The meetings shall be held at a location to be defined by the Board of Directors, or by teleconference or videoconference.
  • 6.2.3. Notwithstanding the formalities provided in the Sections above, any meeting at which all Directors are present shall be considered a regularly called and convened meeting.
  • 6. 2.4. Each member in office of the Board of Directors shall be entitled to one (1) vote, whether in person or by representation of any of his/her peers, upon submission and delivery to the Secretary for filing at the Company’s headquarters, (i) a specific proxy for the meeting in question and (ii)  written vote of the absent member of the Board and justification for such absence. The specific proxy referred to in this Section and any vote statements, when prepared as a non-public document, shall not require certification of signatures.
  • 6.2.5. The Directors are herein allowed to attend meetings via conference call, videoconference, or other means of communication that ensures their effective attendance and the authenticity of their vote, provided that their vote is recorded in media compatible with the means of communication chosen, which shall be filed at the Company’s headquarters. Said member, in this case, shall be considered present at the meeting and his/her vote shall be valid for all legal purposes and inserted in minutes of the meeting.
  • 6.2.6. Officers or employees of the Company shall attend the Board of Directors’ meetings, whenever called, but shall not have the right to vote the matters submitted to resolution.

6.3. Agenda. The matters included in the agenda shall be clearly and objectively indicated and previously forwarded to the members of the Board of Directors together with the relevant call notice.

  • 6.3.1. Any member of the Board or the Chief Executive Officer of the Company, directly or through the Secretary to the Board, may forward matters to be resolved by the Board of Directors.
  • 6.3.2. The matters forwarded to the Board of Directors shall be submitted first to the Committees, if established, whenever said matters fall under their competence, according to their respective Internal Rules.
  • 6.3.3.Exceptionally, when a given matter falling within the competence of a Committee fails to be previously submitted to such Committee, the required previous consideration by the Committee shall be deemed as waived, if the matter is approved by the Board of Directors and the majority of such Committee members votes to approve it.
  • 6.3.4. Matters not included in the call notice shall not be discussed or deliberated upon, except in the event of extreme urgency, as so considered by the Chairman of the Board of Directors or deliberation by the majority of the members of the Board of Directors in attendance. Notwithstanding the foregoing, matters may be presented at the meetings of the Board of Directors for future inclusion in the relevant agenda.
  • 6.3.5. The formalities provided in Section 6.3. may be waived, if all members of the Board of Directors attend the meeting and all of them approve the insertion of new matters in the agenda.
  • 6.3.6. No matter of the agenda of the meetings of the Board of Directors may be removed from the agenda, unless by the majority vote of the Directors present at the respective meeting.

6.4. Quorum and Vote. The meetings shall be installed with the attendance of the majority of the members of the Board and their resolutions shall be passed by majority vote, each Board member having the right to one (1) vote, except for the Chairman, who shall have the casting vote.

  • 6.4.1. After matters are discussed, the Chairman of the meeting shall put them to vote, then declare the resolutions adopted and have them inserted in the respective minutes.

6.5. Confidentiality. Any meeting of the Board of Directors may be confidential, in whole or in part, if, at the discretion of its Chairman, the nature of a matter that is to be discussed requires confidentiality, including with regard to the disclosure of the decisions taken.

  • 6.5.1. All matters that relate to, without limitation, commercial information not disclosed to the general public, information about commercial contracts, whether or not entered into under confidentiality terms, information related to products, markets and prices shall be considered sensitive and strategic information.
  • 6.5.2. All documents containing information required for proper assessment and decision making on the matters contemplated in the agenda of the meeting shall be made available to all the Board members together with the relevant call notice.
  • 6.5.3. The information contained in the documents mentioned above shall be strictly confidential, proprietary of the Company, and shall be intended for the members of its Board of Directors solely in order to allow them to make decisions and cannot, therefore, be disclosed to any third parties or be used for any other purpose. This provision applies to the Secretary of the Board of Directors and any other people attending the meeting, who shall fully observe it.

6.6. Drawing up of Minutes. The minutes of meetings of the Board of Directors shall be drawn up in the appropriate books of the Company, and the signatures of all the Directors shall be secured thereupon, by the Secretary of the Board of Directors.

  • 6.6.1. At the end of each meeting, the respective minutes shall be drawn up, containing the date, venue, names of those attending the meeting, whether Directors and other individuals present thereat, the general information and the resolutions passed. The minutes of the meetings should be written in clear language, record the resolutions taken, the attendees, the dissenting votes, and any abstentions.
  • 6.6.2. The minutes of the meeting shall be signed by the Directors at the end of the meeting. If a signature cannot be secured at the end of a meeting, the minutes shall be sent to the Director(s) for signature, as soon as possible thereafter.
  • 6.6.3. Acceptance via e-mail (“Acceptance”) of a Director of the full contents of the minutes sent digitally shall be equivalent to signature thereupon.
  • 6.6.4. The minutes with the respective signatures and any e-mails indicating any “Acceptances” shall be filed with the Secretary of the Board of Directors at the Company’s headquarters.
7. Advisory Committees

7.1. The Board of Directors may, whenever it deems necessary, establish committees (“Committees”), which shall operate full time or part time, with specific advisory and guidance duties for matters in connection with which they have been established, subject to the provisions of their respective Internal Rules, these Internal Rules, and the Company’s Bylaws, as applicable.

8. Monitoring of the Executive Officers and their performance

8.1. As provided in the applicable law and the Company’s Bylaws, and subject to the provisions of these Internal Rules, the Board of Directors shall monitor and oversee the Executive Officers’ managerial performance and may examine the books and records and request information on contracts entered into or about to be entered into, and on any other documents or acts.

8.2. In the monitoring of the Executive Officers and for its consistent and organized conduction, all requests for information, including, without limitation, requests for documents, books, records, presentations from Executive Officers or employees of the Company or requests for information and/or clarification addressed to the independent auditors of the Company shall be forwarded by email through the Chairman, after majority deliberation by the Board of Directors.

8.3. Notwithstanding the provisions of the preceding Sections and, except for any Conflicts of Interest as set forth in the Annex to these Internal Rules, the Directors may, individually, and always reasonably, clearly justified and with the sole purpose of exercising their legal and statutory duties, request the Company, through the Chairman of the Board, the corporate documents and any information they consider necessary for the conduction of their activities.

9. Rights, Duties, and Responsibilities

9.1. The Directors shall perform their duties as provided the Company’s Bylaws, in strict accordance with these Internal Rules, the provisions of the BCL, and with the responsibilities indicated in the Annex to these Internal Rules.

9.2. Apart from the duties provided for in the BCL, in the applicable regulations and in the By-laws, each member of the Board of Directors  shall:

  1. attend the meetings of the Board of Directors duly prepared, upon examination of the documents made available and participate in them active and diligently;
  2. keep confidential any and all information on the Company to which it had access by virtue of its position, as well as require the same treatment by the professionals who assist him/she, using it solely for the performance of its duties, being accountable for any act that may contribute to its undue disclosure;
  3. declare, previously to a deliberation that, for any reason whatsoever, in which he has a particular interest or a conflicting interest with the Company as regards a given matter submitted to his/hers deliberation, refraining from taking part in its discussion and from voting it;
  4. oversee the adoption and compliance by the Company with the best practices of corporate governance;
  5. communicate to the Investor Relations Officer of the Company, upon his/hers taking of office and, also, on a monthly basis, the number and characteristics of the securities issued by the Company that he/she holds, or its  spouse or companion and his/hers dependents , as included in his/hers tax return form (declaração anual de imposto de renda), informing, in addition, any change in his/hers shareholdings, if any, within 3 (three) days from the changes, with indication of the date of their occurrence, number of securities, characteristics, as well as the applicable form and price, acknowledging that such information shall be provided to CVM; and
  6. refrain from achieving, direct or indirectly, any advantage or benefit by virtue of the position he/she holds.
10. General Provisions

10.1. The dispositions contained in these Internal Rules shall reflect the contents of the Company’s Bylaws and may not conflict with the provisions therein or of the applicable law. In the event of any conflict between the provisions set out in these Internal Rules and those provided for in the Company`s By Laws, the latter shall always prevail.

10.2. Any omission in these Internal Rules, questions of interpretation and changes in their provisions shall be settled by the Board of Directors, in accordance with the applicable law and the Company’s Bylaws.

10.3. These Internal Rules shall become effective as of the date of their approval by the Board of Directors and shall be kept at the Company’s headquarters.

These Internal Rules shall be immediately observed by the Company, by the Directors and by the Executive Officers; as well as by the members of the advisory committees, if any, and by the other areas of the Company, and may only be amended by resolution of the Board of Directors.

Annex to the Internal Rules of the Board of Directors

3 – Composition and Investiture

Item 3.1.1. Pursuant to the Rules of Listing of the B3 for the New Market segment, are also considered as independent members those elected in accordance with Article 141, paragraphs 4 and 5 of the BCL.

Item 3.2.1. The statements indicated in sub items (iii) to (vii) are provided for in Article 147, paragraphs 1, 2 and 3, of the BCL.

Item 3.3.5. The definitive vacancy of the position of member of the Board of Directors may also take place as a result of dismissal, resignation, death, disablement, loss of the position or in other situations provided for in the applicable rules.

Item 3.3.7. In accordance with Article 141, paragraph 3, of the BCL, whenever the election of the members of the Board of Directors takes place through the multiple voting process (processo de voto múltiplo), the dismissal of any of its members shall result in the dismissal of all the other members, being incumbent upon the General Shareholders’ Meeting to proceed to a new election.

4. Powers of the Board of Directors

Item 4.1. In accordance with Article 142 of the BCL, the Board of Directors has the powers to:

  1. establish the general guidelines for the business of the Company;
  2. elect and dismiss the executive officers of the company and set their attributions, with sue observance of the provisions set forth in the by-laws.
  3. monitor the performance of the executive officers, examine, at any time, the books and papers of the company, request information on contracts or agreements to be entered into or to be executed, as well as any other acts;
  4. call the general shareholders’ meeting, whenever it deems convenient, or as provided for in Article 132 of the BCL;
  5. examine and opine on the management report an the accounts of the Board of Executive Officers;
  6. opine previously on acts, contracts or agreements, whenever the by-laws so require;
  7. deliberate, when duly authorized by the by-laws, on the issuance of shares or warrants (bonus de subscrição);
  8. authorize, except if otherwise provided for in the by-laws, the sale of permanent assets, the creation of real liens or encumbrances and the offering of guaranties on obligations of third parties;
  9. choose and dismiss the independent auditors, if any.

6. Drawing up of minutes.

Item 6.6.5. In accordance with art. 142, §1º,  of the BCL, whenever the minutes of the meetings of the Board of Directors contain resolutions intended to have effects before third parties, it shall be filed in the trade register, published and disclosed in accordance with the laws and regulations in force, In the latter case, sending it to the CVM, by the Empresas Net system, as provided for in CVM Instruction 480/09.

9. Rights, Duties, and Responsibilities – Arts. 153 to 156 of the BCL

9.1. Once elected, a Director shall perform solely to pursuit the purposes and in the interest of the Company, subject to the public good requirements and corporate role of company, always performing as independently as possible from the shareholders or group of shareholders that have elected him/her.

9.2. In the discharge of their duties, Directors shall use care and diligence that any active and trustworthy individual would usually use in managing their own affairs.

9.3. If any Director becomes aware of a business opportunity that may be of interest to the Company, Director shall present it at the first subsequent regular meeting of the Board of Directors or, if applicable, request the convening of an extraordinary meeting.

9.4. Directors may not intervene with corporate transaction in which they have interests that conflict with the Company as well as in the deliberation taken in this regard by other managers.

9.5. A Director shall communicate any Conflict of Interest circumstance arising in relation thereto if he/she determines that any decision of the Board on a matter in the agenda to be voted upon could result in gain to him/her or others, with or without prejudice to the Company.

9.6. A Director finding himself/herself in a Conflict of Interest with the Company shall declare so at the Board meeting or notify the Chairman of the Board, and shall be required to inform him/her of his/her impediment and ensure that such impediment is reflected in the minutes of the Board meeting as well as the nature and extent of such interest.

9.7. A Director in a Conflict of Interest circumstance, after declaring himself/herself impeded, cannot participate in the discussion or vote on matter in connection with which he/she has a Conflict of Interest, and shall leave the meeting as the Board proceeds to discuss such matters.

9.8. Information sent to the Board by the Company or third parties relating to the matter in relation to which a Director has declared to be in a Conflict of Interest circumstance, shall not be sent to said Director and such information shall be not communicated thereto by the other Directors.

9.9. Regardless of notice referred to in section 9.6., whenever any person identifies a circumstance that may consist Conflict of Interest involving a certain Director with respect to any matter to be resolved by the Board, shall state about it. The Chairman shall notify said Director so that he/she, within the time indicated, voice his/her opinion in that respect, in compliance with the provisions of sections 9.6 and 9.7.

9.10. Directors have a fiduciary duty to the Company, may not disclose to third parties any information about the Company’s business, shall keep the confidentiality of any material, insider, or strategic information of the Company obtained by virtue of his/her office as well as ensure that third parties do not have access thereto, and are forbidden to use said information for his/her own gain or the gain of others.

9.11. Directors shall keep the confidentiality of information to which they have insider access due to the position they hold until the information is disclosed to the market, all in accordance with the applicable rules and regulations.

9.12. Directors, in the event of trading in Company’s securities, shall comply with the Company’s Information Disclosure and Use and Securities Trade Policy.

9.13. Upon request from the Chairman, the Board of Directors, or the Company, the Directors shall return any documents in their possession as members of the Board of Directors and they may not retain any copies, records, or notes in relation thereto.

9.14. A Director who, after being elected, conducts activity that competes directly with activities of the Company or holds a position in company that is a direct competitor of the Company, shall notify that to the Chairman of the Board and the Company and shall offer to resign from the Board, being unable to attend any meetings of Board or perform any act as Director, until the General Shareholders’ Meetings the Company, pursuant to article 147 (§ 3) of the Brazilian Corporate Law, shall make provisions in that respect.