BRAZILIAN ASSOCIATION OF PRIVATE EQUITY AND VENTURE CAPITAL
CNPJ No. 03.990.636/0001-16
BYLAWS

CHAPTER I – NAME, HEAD OFFICE, DURATION AND CORPORATE PURPOSE

Article 1 – THE BRAZILIAN ASSOCIATION OF PRIVATE EQUITY AND VENTURE CAPITAL,

hereinafter referred to as “ABVCAP”, is a non-profit association, with the nature of a legal entity under private law, governed by these Articles of Association and other applicable legal provisions.

Article 2 – ABVCAP has its headquarters and jurisdiction at Rua Pequetita, nº 145, 8th floor, suite 81, CEP 04552-907, Vila Olímpia, in the City and State of São Paulo.

Paragraph 1 – In order to fulfill its purposes, ABVCAP may organize itself into as many units as necessary, and may open and/or close branches and/or offices throughout the national territory or abroad, upon resolution of the Deliberative Council.

Paragraph 2 – In order to better understand and interact with local or international markets, ABVCAP may encourage the formation of regional or international associations.

Article 3 – The duration of ABVCAP is indefinite.

Article 4 – ABVCAP’s corporate purpose is:

– represent the Associates, in court or out of court, as well as defend the collective interests of the Associates before society and the industry in Brazil of alternative investments, including but not limited to investments in the venture capital, private equity, private credit, real estate, natural resources, infrastructure and special situations markets, dedicating itself especially to the promotion of the industry for the benefit of the Managing Associates and the national economy as a whole;
– cooperate with entities that are part of the public administration and private institutions, national or foreign, in a technical and/or consultative manner, in the study and resolution of issues related to the activities carried out by its Associates;
– foster relationships and cooperation with other professional and related entities, national and foreign, compatible and/or similar to the objectives of ABVCAP;
– monitor and promote processes of interest to its Associates before the Ministries of the Union and other public administration bodies, and also before the National Congress and regulatory entities, regarding the processing of bills and standardization of interests of its Associates, including presenting suggestions;
– develop new ventures to promote the alternative investment industry, highlighting its importance in creating jobs, income, and a culture of
correct tax collection, promoting the capture of the necessary resources for its achievement, coordinated actions that generate long-term sustainable growth;

– promote the coordinated development of each member of the alternative investment industry, including managers, administrators, other service providers, institutional investors, foreign investors, and entrepreneurs, observing the best standards of performance;
– establish and disseminate ethical standards and ESG factors, to be respected by Associates in the exercise of their activities;
– promote the practice of self-regulation of certain activities carried out in the alternative investment industry, through the preparation and implementation of Regulatory Codes that define standards and provide for penalties, to be observed by all Associates and/or non-associates, in common agreement with market regulators;
– prepare databases containing information about its market of operation, collected and/or received from Associates and/or non-associates;
– make available, free of charge or for a fee, information from its databases by physical, magnetic or electronic means;
– periodically hold congresses, seminars, symposiums, courses and/or meetings, free of charge or for a fee, for Members or non-members, to promote the debate on matters of common interest to the industry;
– organize an information center, periodically publishing guides, studies, research, bulletins and other knowledge products, developed internally or with partners, for distribution among Associates and/or non-associates, considering the common interest of the industry in the topics discussed; and
– promote the interface with similar entities aiming to promote the entity’s mission and objectives;
– promote the awarding of its Associates, based on merit, in carrying out activities linked to the entity's mission and objectives, and to this end, must disclose objective and transparent criteria for this purpose, with a reasonable period of time for all associates to be aware of;
– promote the education of different industry players, seeking to disseminate knowledge and understanding about the various classes of alternative investments; and
– carry out other lawful activities compatible with its purposes.
Paragraph 1 – ABVCAP, aiming to fulfill and promote the objectives set forth in these Bylaws, may associate with other similar entities, as well as enter into agreements, partnerships and other arrangements with public or private organizations, upon resolution of the Deliberative Council.

Paragraph 2 – In order to achieve its corporate purpose, ABVCAP may file individual or collective lawsuits, including public civil action, in defense of the interests

of the Associates and the sector in which they operate, in all spheres and instances of the Judiciary, through deliberation of the Deliberative Council.

Paragraph 3 – In carrying out its activities, ABVCAP will observe the principles of legality, impartiality, morality, publicity, economy and efficiency, as well as transparency and non-partisan dialogue with public policies, and will not make any illegal distinction based on race, color, gender or sexual orientation, physical, economic or social condition and political or religious orientation.

Article 5 – ABVCAP may adopt Internal Regulations, upon resolution of the Deliberative Council, to detail provisions of these Bylaws, or establish specific policies, standards, processes, guidelines, manuals or norms to regulate internal procedures.

CHAPTER II – ASSOCIATES

Article 6 – The ABVCAP membership will be composed of an unlimited number of Associates, individuals or legal entities, who identify themselves and wish to collaborate in achieving its corporate purpose, in accordance with the 4 (four) categories defined below:

– Managing Associates: legal entities with an unblemished reputation and moral integrity, whose exclusive or predominant activity consists of raising funds, originating opportunities, allocating and managing discretionary third-party capital directly in alternative investments, including but not limited to the venture capital, private equity, private credit, real estate, natural resources, infrastructure and special situations industries, funds of funds, and must demonstrate and prove their position, performance, institutional interest or planning to operate in these markets at the time of the formal request to the ABVCAP Deliberative Council.
– Investor Associates: individuals or legal entities of impeccable reputation and morally reputable, who are investors in the venture capital, private equity, private credit, real estate, natural resources, infrastructure and special situations industries, including institutional investors, local or foreign, such as corporations, assets, family offices, endowments, sovereign wealth funds, closed or open private pension entities, insurance companies, national, international or multilateral development agencies or entities, development banks, as well as angel investors.
– Service Provider Associates: individuals or legal entities with an unblemished reputation and moral integrity, who operate, directly or indirectly, in the venture capital, private equity, private credit, real estate, natural resources, infrastructure and special situations industries, except those already classified in the categories of Managing Associates and Investing Associates, including but not limited to lawyers, consultants, auditors, fiduciary administrators, custodians.
– Beginner Managing Associates: legal entities in the process of incorporation or operational development that have the prospect of future classification, within the period defined, on a case-by-case basis, by the Deliberative Council, in one of the characteristics provided for in the category of Managing Associates, as defined in article 6, item I above.
Paragraph 1 – New Managing Associates will be accepted for a term to be determined by the Deliberative Council, provided that such term does not exceed 2 (two) years. The term determined by the Deliberative Council may be renewed only once, for up to 2 (two) years. The New Managing Associate must apply for Managing Associate status as soon as he or she meets one of the characteristics set forth in article 6, item I above, under penalty of being automatically excluded from the ABVCAP membership upon the expiration of the respective term and/or its renewal.

Paragraph 2 – The associates, regardless of category, will always be collectively referred to as “Associates”, and will not be jointly or severally liable for the obligations and charges assumed by ABVCAP, except if they act with intent or negligence in the exercise of their social duties, in excess of their mandate or against the provisions of these Bylaws or the law.

Paragraph 3 – Associates will not receive any share of ABVCAP’s assets or revenue, under any title.

Paragraph 4 – In the case of legal entities, the Associates will be represented before ABVCAP by their legal representatives or by attorneys with specific powers of representation to deliberate on matters of interest to ABVCAP, committing to inform the ABVCAP Deliberative Council, by means of written communication with acknowledgment of receipt, in the event of any change in legal representatives or attorneys.

Paragraph 5 – Associates who are individuals will only be admitted if they are recognized as acting independently.

Article 7 – Anyone interested in joining the ABVCAP membership must submit a request to the Deliberative Council, which will analyze compliance with the requirements set forth in the sole paragraph below and will decide, by a majority vote of those present, on the admission of the new Associate and on their classification in one of the categories mentioned in article 6 of these Bylaws, according to their qualifications.

Sole paragraph – The requirements for admission to the ABVCAP membership are:

– prove that they fit into the characteristics of one of the association categories, as defined in article 6 of these Bylaws;
– be nominated by at least 2 (two) Managing Associates;
– agree to the terms of these Bylaws, Internal Regulations, ABVCAP Code of Ethics and other policies, standards, processes, guidelines, manuals or specific rules that may be established by ABVCAP, by signing a term of adhesion in the form and conditions established by it; and
– pay the respective membership fee, set by the Deliberative Council.
Article 8 – Members may withdraw from ABVCAP at any time, by submitting a formal written request to the ABVCAP Deliberative Council.

Sole paragraph – The Associate who leaves ABVCAP is not released from the obligation to pay any association fee due at the time of submitting his/her formal request for withdrawal, and must pay off any outstanding amounts or obligations.

Article 9 – All Associates have the following rights:

– have access to these Bylaws, the Internal Regulations, the ABVCAP Code of Ethics and other internal policies, manuals, standards and guidelines, eventually established by ABVCAP;
– participate, honor, encourage and collaborate with the initiatives promoted by ABVCAP, including suggesting proposals for action, programs and projects for ABVCAP;
– participate in the General Assembly, with the right to speak;
– request information on the administrative and financial management and on the functioning of ABVCAP, having free access to periodic activity reports and accounting/financial statements;
– indicate representatives, members of its staff, to apply to form the Deliberative Council, observing the rule in paragraph 2 below and the composition indicated in article 20 of these Bylaws;
– appeal to the General Assembly in the event of penalties being applied or exclusion from membership; and
– request the convening of the General Assembly, observing the quorum provided for in article 17 of these Articles of Association.
Paragraph 1 – Managing Associates, Investors and Service Providers will have the right to vote at the General Meeting, provided that the conditions set out in paragraph 3 below are met.

Paragraph 2 – Managing Associates are guaranteed the right to nominate representatives, members of their staff, to apply to compose at least 1/2 (half) of the members of the Deliberative Council, with reserved places, provided that the rules of paragraph 3 below are observed.

Paragraph 3 – At the General Assembly that deliberates on the election of the members of the Deliberative Council, only Associates who, cumulatively:

– have joined ABVCAP at least 90 (ninety) days before the date set for the General Assembly election;
– are in good standing with ABVCAP until the month of the General Assembly election; and
– that have not been suspended in the 6 (six) months prior to the date of the General Assembly election.
Article 10 – The duties of all ABVCAP Members are:

– respect and ensure respect for the provisions of these Bylaws, the Internal Regulations, the ABVCAP Code of Ethics and complementary regulations, the resolutions of the governance bodies, as well as other internal policies, manuals, standards and guidelines, eventually established by ABVCAP;
– cooperate in the development of ABVCAP’s corporate purpose, always aiming at the maintenance and qualitative dissemination of ABVCAP, as well as the conservation of its social heritage and its reputation and prestige;
– pay, punctually, the association fees, according to the amount and frequency set by the Deliberative Council;
– guide their representatives in the exercise of the functions inherent to the position for which they have been appointed or elected;
– promote interaction between Associates, ABVCAP and the market, seeking to strengthen activity, integration and sociability;
– report any irregularities found within ABVCAP to the Deliberative Council or the General Assembly;
– respond, within the deadlines determined by the Deliberative Council, to data questionnaires on their activities and operations, provided that such questionnaires are intended to compose the industry's aggregated database and that their confidentiality is preserved by ABVCAP in accordance with the law;
– inform ABVCAP immediately in the event of a change in its classification within the characteristics of one of the association categories, as defined in Article 6 of these Bylaws; and
– attend General Assemblies and other meetings to which he/she has been summoned, justifying his/her absence when unable to attend.
Article 11 – Members will be subject to penalties of warning, suspension or exclusion from membership for just cause, depending on the severity and nature of the infraction, by reasonably reasoned decision of the Deliberative Council, through a procedure that ensures the right to adversarial proceedings and full defense, in the following cases:

– when he fails to comply with any of the duties indicated in Article 10 above; or
– when it violates any provision of these Bylaws, the Internal Regulations, the ABVCAP Code of Ethics and complementary regulations, the resolutions of the governance bodies, as well as other internal policies, manuals, standards and guidelines, eventually established by ABVCAP; or
– when performing any act for one’s own benefit or that implies harm to the development of the corporate purpose or discredit of ABVCAP or its Associates and violates the ethical standards of ABVCAP; or
– in the event of bankruptcy, judicial recovery, insolvency or death of the Associate.
Paragraph 1 – In the event of a delay of 3 (three) months in the due membership contribution(s), ABVCAP will send written notice to the defaulting Member, who will have a period of 30 (thirty) calendar days from the date of receipt of the notice to regularize their situation.

Paragraph 2 – The Associate who suffers any penalty indicated above may file an administrative appeal, within 15 (fifteen) calendar days from the date of notification of the Deliberative Council's decision, by means of written correspondence with acknowledgment of receipt, to the General Assembly, which will decide, in the final instance, whether or not to review the penalty, in accordance with these Bylaws.

Paragraph 3 – The exclusion of an ABVCAP Member will not give the excluded person the right to receive a refund of amounts paid to ABVCAP, for any reason or at any time.

CHAPTER III – GOVERNANCE BODIES

Article 12 – ABVCAP’s governance will be composed of the following bodies:

– General Assembly; and
– Deliberative Council.
Sole paragraph – ABVCAP may also have an Advisory Board, a Nomination Committee and a Fiscal Council, as well as technical working groups, which will function as advisory bodies.

Article 13 – The exercise of the powers and functions assigned to the members of the ABVCAP governance bodies must observe the following provisions:

– Any participation in the financial and economic results of ABVCAP is prohibited, as is obtaining personal benefits and advantages, individually or collectively, directly or indirectly, and the members of the governance bodies will adopt management practices that are necessary and sufficient to prevent anyone from obtaining personal benefits or advantages, individually or collectively, as a result of participation in decision-making processes;
– There will be no payment of personal expenses, except in the case of advances and/or reimbursements for the payment of expenses in the service of ABVCAP, and the respective accounts must be provided; and
– They are not jointly or severally liable for the obligations and charges assumed by ABVCAP, due to a regular act of management or administration, responding in those capacities, however, civilly and criminally, for acts harmful to third parties or to ABVCAP itself, if
committed with intent or negligence, in excess of the mandate or against the provisions of these Articles of Association or the law.

Paragraph 1 – In compliance with the principles of economy and efficiency, members of ABVCAP's governance bodies may formalize acts that require their signature using digital means, including an electronic signature tool, which preferably meets the ICP-Brasil standard.

Paragraph 2 – ABVCAP's General Assemblies and meetings of its governing bodies may be held in person, remotely, or in a hybrid format. Members will be considered present at meetings even if they, or their legal representatives or attorneys-in-fact, if applicable, are not physically present at the meeting location, if they can remain in direct contact with other members via telephone, videoconference, or other similar means of communication, expressing their wishes clearly and unequivocally. The member serving as secretary of the General Assembly or meeting will be responsible for coordinating electronic communication of the proceedings, the participation of participants present in the deliberations, even remotely, and the collection of votes on the matters submitted for voting.

Paragraph 3 – Members of ABVCAP's governance bodies will not receive any remuneration for the performance of their duties, nor will they have any employment relationship with ABVCAP.

Section I – General Assembly

Article 14 – The General Assembly is the sovereign body of ABVCAP, composed of Associates in full exercise of the rights provided for in Article 9 of these Bylaws, and its deliberations are binding on all, even if absent or in disagreement.

Article 15 – The Ordinary General Meeting shall be convened in accordance with Article 17 of these Bylaws and shall have the power to:

– elect 9 (nine) of the Associates to form the Deliberative Council, in accordance with the composition indicated in article 20 of these Bylaws;
– elect the members of the Supervisory Board, when installed;
– examine, discuss and vote on the accounting/financial statements for the previous fiscal year, already submitted for review by the Fiscal Council, when installed, and for approval by the Deliberative Council; and
– ratify the ABVCAP Annual Executive Plan, presented by the Deliberative Council, consisting of the budget, planning of objectives and actions to be carried out by ABVCAP and guidelines and directives to be followed by the members of the Deliberative Council in the corresponding year.
Sole paragraph – The Ordinary General Assembly will take place every 3 (three) years, preferably by the end of April, in order to deliberate on the matters provided for in the

items I and II of this article, and annually, preferably by June 30 of each year, to deliberate on the matters provided for in items III and IV of this article.

Article 16 – The Extraordinary General Meeting will take place whenever the company’s interests require it, and must be convened in accordance with Article 17 of these Bylaws, and will have the power to:

– decide, definitively, on the application of penalties to Members, in accordance with article 11 of these Bylaws;
– dismiss the members of the Deliberative Council and the Fiscal Council, when applicable, at a General Meeting specially convened for this purpose, and elect their replacements, if necessary;
– deliberate on total or partial amendments to these Articles of Association;
– deliberate on the dissolution, extinction and liquidation of ABVCAP, when the will of the Associates or any cause that definitively prevents the fulfillment of its corporate purpose is verified, as well as on the allocation of any remaining net assets, in accordance with article 37 of these Bylaws, in the event of prior approval by the Deliberative Council;
– deliberate on the incorporation, merger, split or transformation of ABVCAP, exclusively in the case of prior approval by the Deliberative Council;
– discuss and deliberate on any and all matters of interest to ABVCAP, including cases not covered by these Bylaws.
Article 17 – The General Assembly shall be convened:

– by the President of the Deliberative Council; or
– by 1/3 (one third) of the Members of the Deliberative Council; or
– by 1/5 (one fifth) of the Associates.
Paragraph 1 – In view of the costs arising from holding a General Meeting, the Associates, in exercising their respective rights of convocation provided for in this article, must take into consideration the best interests of ABVCAP and its Associates in holding the General Meeting, before calling it.

Paragraph 2 – The General Assembly shall be convened by prior and general announcement, by means of a notice to be posted at the ABVCAP headquarters and sent to all Associates by electronic mail or any other means of communication with confirmation of receipt, at least 10 (ten) days in advance, except for the deliberation provided for in article 15, item I of these Bylaws, which shall be convened at least 60 (sixty) days in advance, in accordance with article 21, paragraph 1 of these Bylaws, indicating the date, place and time of the meeting and the agenda to be deliberated.

Paragraph 3 – Regardless of any formalities, the General Assembly will be considered regularly convened if all Associates attend.

Article 18 – The General Assembly will be installed at the first call, with the presence of at least half of the Associates and, at the second call, after a minimum interval of 30 (thirty) minutes, with any number of Associates present.

Article 19 – The decisions of the General Assembly will be taken by the majority vote of the Associates present and the affirmative vote of the majority of the Managing Associates present, with the exception of the deliberations referring to items III, IV and V of article 16 of these Bylaws, which will be decided by at least 2/3 (two thirds) of the Associates of ABVCAP, as well as by the affirmative vote of the majority of the Managing Associates present.

Paragraph 1 – The General Assembly shall be chaired by the President of the Deliberative Council or, in his absence, by an Associate member of the Deliberative Council appointed by the majority of the Associates present, and shall be secretarialized by a representative of any Associate, appointed by the majority of those present.

Paragraph 2 – All Associates with voting rights may only exercise their right to vote if they are up to date with their duties to ABVCAP as set out in article 10 of these Bylaws, and, in the case of the resolution relating to item I of article 15 of these Bylaws, provided that the conditions set out in article 9, paragraph 3 of these Bylaws are observed.

Paragraph 3 – Votes cast in writing by ABVCAP Members will be considered valid, provided that such votes are sent by email or any other means of communication with confirmation of receipt, and received by ABVCAP up to 1 (one) business day prior to the date of the General Meeting. The Chairman of the Board will read the vote during the General Meeting, and only the vote cast by the legal representative or attorney with specific powers to represent the Member will be considered valid, to be proven by presentation of the respective power of attorney.

Paragraph 4 – The deliberations of the General Assembly will be recorded in minutes, signed by those present and duly registered.

Section II – Deliberative Council

Article 20 – The Deliberative Council is the permanent operating body responsible for the strategic direction of ABVCAP, composed of 12 (twelve) members, who must be Associates of ABVCAP, for a term of 3 (three) years, with reappointment permitted and the following composition being respected:

– at least 6 (six) members who must be representatives of Managing Associates;
– a maximum of 6 (six) members who are representatives of the other ABVCAP membership categories; and
– the participation of more than one member of the same Associate in the Deliberative Council is prohibited.
Article 21 – The General Assembly will be responsible for electing 9 (nine) members of the Deliberative Council, while the other 3 (three) members of the Deliberative Council will be nominated by the majority of the members of the Deliberative Council, with the support of the Nomination Committee, in accordance with the composition indicated in article 20 of these Bylaws.

Paragraph 1 – The election of the 9 (nine) members of the Deliberative Council by the General Assembly shall be open for candidacies, through notification sent by ABVCAP to the Associates at least 60 (sixty) days in advance of the date of the respective General Assembly, indicating the deadline for registration of the candidacy, which may not be less than 20 (twenty) days before the date of the respective election.

Paragraph 2 – All candidates who meet the requirements for the positions they are applying for must submit their applications by sending a letter with an attached CV to be forwarded to ABVCAP.

Paragraph 3 – The members of the Deliberative Council will designate from among its members a President, who must necessarily be a representative of a Managing Associate, and up to 5 (five) Vice-Presidents, whose specific duties will be defined in the Internal Regulations to be established by ABVCAP, in addition to indicating which of these will be the first substitute for the President, who must necessarily be a representative of a Managing Associate, in the first meeting following the election and nomination.

Paragraph 4 – Once the term of office has ended, the members of the Deliberative Council will remain in office until the election or appointment and inauguration of their successors or re-election, for a period not exceeding 120 (one hundred and twenty) days, with their term of office being valid and extended until that date.

Paragraph 5 – In cases of permanent impediment, resignation, dismissal, death or any form of dismissal of a member of the Deliberative Council elected by the General Assembly, his/her replacement to fulfill the remainder of the original term will be the candidate with the most votes, among those not sworn in at the last election, respecting the composition provided for in article 20 above.

Paragraph 6 – In cases of permanent impediment, resignation, dismissal, death or any form of dismissal of a member of the Deliberative Council appointed by the other members, his/her replacement to fulfill the remainder of the original term will be appointed by the majority of the remaining members of the Deliberative Council, respecting the composition provided for in article 20 above.

Paragraph 7 – In cases of temporary or permanent impediment, resignation, removal from office, death, or any form of dismissal of the President, his or her replacement to serve the remainder of the original term shall be the Vice-President designated in accordance with paragraph 3 of this article, or, in his or her absence, by another Vice-President. In the absence of Vice-Presidents, the Deliberative Council shall appoint one of its members.

necessarily from among the representatives of the Managing Associates, to replace the President until it is possible to hold a new election or appointment, as the case may be.

Paragraph 8 – The inauguration of the Deliberative Council should preferably take place during the annual ABVCAP congress.

Article 22 – The Deliberative Council is responsible for:

– comply with and ensure compliance with the provisions of these Bylaws, the resolutions of the General Assembly, as well as the Internal Regulations, the ABVCAP Code of Ethics and other internal policies, manuals, standards and guidelines, eventually established by ABVCAP;
– establish and guide guidelines and strategies for the action, structure, organization and administration of ABVCAP, developing general policies, strategies and plans to achieve ABVCAP’s corporate purpose;
– deliberate on the opening and/or closing of ABVCAP branches and offices throughout the national territory or abroad, in accordance with article 2, paragraph 1 of these Bylaws;
– deliberate on ABVCAP’s entry into the membership of other similar entities, as well as enter into agreements, partnerships and other arrangements with public or private organizations, in accordance with article 4, paragraph 1 of these Bylaws;
– deliberate on the filing of individual or collective lawsuits, including public civil action, in defense of the interests of the Associates and the sector in which they operate in matters related to the venture capital, private equity, private credit, real estate, natural resources, infrastructure and special situations industries, in all spheres and instances of the Judiciary, pursuant to article 4, paragraph 2 of these Bylaws;
– approve Internal Regulations and other internal policies, manuals, standards and guidelines, eventually established by ABVCAP, in accordance with article 5 of these Bylaws;
– propose the creation of new categories of Associates, to be formalized through subsequent amendment to the Bylaws, as well as approve the request for admission of new Associates, in accordance with article 7 of these Bylaws;
– set the value of the membership fee to be paid by newly admitted Members;
– take note of requests for withdrawal from Members, in accordance with article 8 of these Bylaws;
– establish the value, frequency and payment methods for membership fees owed by Members;
– decide on the application of penalties to Members, in accordance with article 11 of these Bylaws;
– approve the hiring of an independent external auditing firm to audit ABVCAP’s annual financial statements;
– prepare proposals for amendments to the Articles of Association and submit them for approval by the General Assembly;
– deliberate on the rendering of accounts and accounting/financial statements of ABVCAP for the previous fiscal year, already submitted for consideration by the Fiscal Council, when installed, and submitting them for approval by the General Assembly;
– prepare, deliberate and vote on the approval of the ABVCAP Annual Executive Plan;
– approve the hiring of people and services, verifying the respective hiring values, provided they are not provided for in the ABVCAP Annual Executive Plan;
– deliberate on proposals for partnerships, associations, joint ventures, joint work and any other commercial arrangements proposed to ABVCAP, which require the assumption of financial commitments or liabilities;
– deliberate on the dissolution, incorporation, merger, split or transformation of ABVCAP, which will then be submitted for approval by the General Assembly;
– appoint the members of the Nomination Committee, as well as 3 (three) Associates to compose the Deliberative Council, in accordance with article 21 of these Bylaws, observing the composition indicated in article 20 of these Bylaws and in accordance with the guidance of the Nomination Committee;
– establish the Advisory Board, appoint its members and decide on its operation, in accordance with article 26 of these Bylaws;
– approve the creation of the ABVCAP Award, its categories, criteria and evaluation panel, as well as determine expenses for the acquisition of the benefits that are the object of the award; and
– perform any functions assigned by the General Assembly and necessary to define strategic guidelines for ABVCAP’s activities.
Paragraph 1 – To exercise its powers, the Deliberative Council may count on the support of technical working groups and/or commissions and/or thematic committees, to be created by the Deliberative Council, which will determine the composition, term of office and attributions, to be formalized in provisions of any Internal Regulations to be established by ABVCAP.

Paragraph 2 – The Deliberative Council, by decision of the majority of its members, may grant the following titles to third parties, with or without a fixed term and the possibility of renewal:

– Honorary Member: title granted to an individual, of national or international renown in relation to their performance in the segments of interest of ABVCAP, and deserving of recognition and gratitude for the services provided to the sector and/or ABVCAP;
– Supporting Member: title granted to a prominent legal entity Associate who has contributed in a differentiated, effective and significant manner to the financial maintenance, prosperity and prestige of ABVCAP and the sector as a whole, receiving personalized service and greater visibility in ABVCAP products, in addition to priority to participate in ABVCAP events;
– Partner Member: title granted to a non-profit entity with an unblemished and morally upright reputation, whose purpose is to promote or defend themes and sectors that are directly related to the corporate purpose of ABVCAP.
Article 23 – The President of the Deliberative Council is responsible for:

– convene and preside over the General Assembly;
– install and preside over meetings of the Deliberative Council; and
– legally represent ABVCAP, in court or out of court, and may appoint attorneys or representatives for specific purposes.
Paragraph 1 – Powers of attorney will be granted on behalf of ABVCAP by the President of the Deliberative Council, and must specify the powers granted.

Paragraph 2 – The acts of a member of the Deliberative Council, attorney, Associate, service provider or employee that involve ABVCAP in obligations related to business or operations outside its corporate purpose, such as sureties, guarantees, endorsements or any guarantees in favor of third parties, are expressly prohibited and are null and void with respect to ABVCAP.

Article 24 – The Deliberative Council will meet at least once a quarter, by written call from any of its members, by electronic correspondence or any other means of communication with acknowledgment of receipt, accompanied by the date, place, time and agenda to be deliberated, with at least 10 (ten) days' notice.

Paragraph 1 – Regardless of any formalities, a meeting attended by all members of the Deliberative Council will be considered regularly convened.

Paragraph 2 – The meetings of the Deliberative Council will only be installed and held with the presence of the majority of its members, chaired by its President, and its deliberations will be taken by a majority vote of the members present, with the President of the Deliberative Council having the casting vote.

Paragraph 3 – The deliberations of the Deliberative Council will be recorded in minutes drawn up in a specific book and signed by the members present at the meeting.

Article 25 – A member of the Deliberative Council may be removed by the General Assembly in the following circumstances, without prejudice to other circumstances that may be understood as subject to removal:

– if you fail to comply with any provisions of these Bylaws, the Internal Regulations, and complementary regulations and other internal policies, manuals, standards and guidelines, eventually established by ABVCAP, as well as applicable legislation; or
– if the Associate represented by him ceases to be a member of ABVCAP; or
– if the Associate’s representative ceases to be a member of the Associate that nominated him/her; or
– if you perform any acts that are considered contrary to the interests of ABVCAP, or that may negatively affect, directly or indirectly, the reputation of ABVCAP.
Section III – Advisory Board

Article 26 – The Advisory Council, when installed, is the non-permanent body for consultation and advice of ABVCAP, mainly dedicated to supporting and advising on its strategic direction, and may be established by the Deliberative Council when social interests require it.

Article 27 – The Advisory Board will be composed of up to 12 (twelve) invited external members, who are individuals of renowned capacity in the capital market, with prominence and unblemished reputation, appointed by the Deliberative Council, for a term of 3 (three) years, with reappointment permitted and in compliance with the provisions of these Bylaws.

Paragraph 1 – In addition to the 12 (twelve) invited external members, the former Presidents of the Deliberative Council are also lifetime members of the Advisory Council, provided they do not form part of other statutory governance bodies of ABVCAP.

Paragraph 2 – If a member of the Advisory Board joins another ABVCAP governance body during his/her term, he/she will be automatically removed from his/her position on the Advisory Board.

Paragraph 3 – Once the term of office has ended, the members of the Advisory Board will remain in office until the appointment and inauguration of their successors or reappointment, for a period not exceeding 120 (one hundred and twenty) days, with their term of office being valid and extended until that date.

Paragraph 4 – In cases of temporary or permanent impediment, resignation, dismissal, death or any form of dismissal of a member of the Advisory Board, the Deliberative Board may appoint a new member to serve the remainder of the original term.

Article 28 – Once installed, the Advisory Council will be responsible for:

– propose to the Deliberative Council the adoption of measures of interest to ABVCAP, contributing with suggestions for projects, programs, activities and methodologies employed to achieve ABVCAP’s corporate purpose;
– give an opinion on matters submitted to it by the Deliberative Council;
– advise the Deliberative Council in defining ABVCAP’s operating guidelines and strategic planning;
– attend events and meetings whenever called upon; and
– carry out the tasks assigned to it by the Deliberative Council.
Sole paragraph – The opinions and proposals issued by the Advisory Council do not bind any decision by the Deliberative Council or the General Assembly.

Section IV – Nominating Committee

Article 29 – The Deliberative Council, when social interests so require, may establish the Nomination Committee as a non-permanent body with the objective of guiding and advising it in the process of nominating 3 (three) Associates to form part of the Deliberative Council.

Article 30 – The Nomination Committee will be composed of ABVCAP Members, nominated by the Deliberative Council, which will establish the number of members, their terms of office, their competencies and the operational procedures for its functioning.

Section V – Supervisory Board

Article 31 – The Fiscal Council, when installed, is the non-permanent body that monitors the financial balance of ABVCAP, composed of up to 3 (three) members, appointed by the Deliberative Council and elected by the General Assembly, for a term of 3 (three) years, with re-election permitted and in compliance with the provisions of these Articles of Association.

Paragraph 1 – The members of the Fiscal Council will be elected from among individuals of recognized suitability, with the authority to provide opinions on financial and accounting performance reports and on equity transactions, and to issue opinions to the other ABVCAP bodies.

Paragraph 2 – Once the term of office has ended, the members of the Fiscal Council will remain in their positions until the election and inauguration of their successors or re-election, for a period not exceeding 120 (one hundred and twenty) days, with their term of office being valid and extended until that date.

Article 32 – Once installed, the Supervisory Board will be responsible for:

– supervise the financial and accounting management of ABVCAP in accordance with the rules set forth in these Bylaws;
– propose measures that contribute to the financial balance of ABVCAP, seeking efficiency and quality in achieving its corporate purpose;
– analyze and provide an opinion on ABVCAP’s accounting/financial statements, verifying compliance with fundamental accounting principles and Brazilian Accounting Standards in their preparation, offering any reservations they deem necessary;
– issue other reports on accounting and financial performance, as well as on ABVCAP’s equity operations, when requested by the Deliberative Council; and
– monitor the progress of the independent auditors’ work until its completion.
Article 33 – The Fiscal Council, when installed, will meet ordinarily once a year, preferably before the Ordinary General Meeting, and extraordinarily whenever necessary, upon call by any of its members or the General Meeting.

Sole paragraph – The Fiscal Council’s decisions will be taken by a simple majority of its members.

CHAPTER IV – SOCIAL ASSETS AND SOURCES OF RESOURCES

Article 34 – ABVCAP's social assets will consist of movable and immovable property, rights and financial resources acquired or received in the form of donation, legacy, subsidy, sponsorship, assistance, or any other lawful form, and must be administered and used only for the strict fulfillment of its corporate purpose, within the national territory.

Article 35 – The following constitute sources of resources for ABVCAP:

– aid, donations, with or without tax incentives, legacies, sponsorships, subsidies and other lawful acts of generosity of Associates or third parties;
– membership fee and association contributions of Associates;
– revenues eventually arising from activities inherent to ABVCAP’s corporate purpose, including events promoted or supported by ABVCAP and the provision of services to Members and/or third parties;
– patrimonial and financial income; and
– other revenues obtained by means permitted by law, including those arising from the exploitation of economic activities, such as the provision of services and the sale of products, the full result of which will necessarily be used to achieve ABVCAP’s corporate purpose.
Article 36 – ABVCAP's assets and resources must be fully allocated to the maintenance and development of its corporate purpose, and the distribution of any portion of its assets or revenue, under any title, to Associates, founders, benefactors, directors, advisors, employees, donors or any other individual or legal entity, directly or indirectly related to it, is prohibited.

Sole paragraph – ABVCAP may not incur debts for the development and achievement of its corporate objectives, except if authorized by the General Assembly specifically convened to discuss this matter.

Article 37 – In the event of dissolution of ABVCAP, any remaining net assets will be allocated to another non-profit private legal entity, preferably with the same corporate purpose, to be chosen and approved by the General Assembly.

CHAPTER V – COMPETITIVE RULES AND GOOD PRACTICES

Article 38 – ABVCAP will make its best efforts to act, internally and externally, in compliance with the rules for the protection and defense of competition, including, among others, the provisions contained in Law No. 12,529/2011, as amended.

Article 39 – It is the duty of all Associates, as well as their representatives and employees, to faithfully comply with the provisions contained in this Chapter.

Article 40 – Every meeting held within the scope of ABVCAP will be preceded by a notice indicating the meeting agenda and other information exclusively related to the matters to be deliberated.

Sole paragraph – The matter discussed must be reduced to writing, in minutes, which must be signed by those present and participating.

Article 41 – Any disclosure or exchange of information relating to commercial matters or matters that may be considered competitively sensitive, including, but not limited to, information on price, costs, patents, production processes, know-how, new launches, etc., by Associates (including their respective employees or collaborators), among themselves or with any member of ABVCAP's staff or collaborators, is expressly prohibited.

Sole paragraph – Communication between members of ABVCAP's governance bodies and Associates will be restricted to matters relevant to ABVCAP's activities, and the exchange of information of commercial, market or competitive nature with Associates or about the business of another Associate will also be prohibited.

Article 42 – Members of ABVCAP’s governance bodies will periodically participate in competition compliance training.

Article 43 – The rule set forth in the caput of the previous article applies to members of working groups, commissions and committees that are created within the scope of ABVCAP.

Article 44 – In accordance with ABVCAP's duties of transparency and full commitment to compliance with competition rules, it is expressly stated that, regardless of a court order, public officials representing Brazilian competition authorities will be authorized free access to ABVCAP's premises to inspect its activities during business hours and, especially, to participate in any association meetings.

Sole paragraph – Access may only be granted to those who prove an effective link with the competition defense agency, that is, the Administrative Council for Economic Defense (CADE).

Article 45 – In the event of a violation of competition defense rules, recognized administratively or judicially, ABVCAP will respond to the extent of its responsibility and actions, always seeking, first and foremost, the offending Member, without prejudice to the right of recourse.

CHAPTER VI – GENERAL PROVISIONS

Article 46 – ABVCAP’s fiscal year will begin on January 1st and end on December 31st of each calendar year.

Article 47 – These Bylaws shall come into force on the date of their approval by the ABVCAP General Assembly.

Approved at the Extraordinary General Meeting held on April 18, 2023