pet16704/originals/Parte2/Pet15773/00101 Documentos comprobatorios - Documentos comprobatorios_7964581a.md

Página 000018/000078 Registro Nº 2.002.203	Protocolo publicidade e Documentos Autorizado. Oficial	nº 2.523.601 e/ou eficácia da Estado	de contra Comarca de Secretaria Fazenda	10/07/2026 às terceiros sob São Paulo. Reg. Civil	10:45:02h: nº 2.002.203 Assinado T. Justiça	Documento em digitalmente M. Público	registrado 20/07/2026 por ISS	neste 6º Oficial Valmir Inacio Condução	eletronicamente de Registro dos Santos Despesas	para fins de de Títulos - Escrevente Total
20/07/2026	R$ 631,59	R$ 179,59	R$ 123,37	R$ 33,21	R$ 43,41	R$ 30,62	R$ 13,24	R$ 0,00	R$ 0,00	R$ 1.055,03

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99.2 if only of the joint is present in person or by proxy he

one owners

behalf of all joint and;

may vote on owners,

9.9.3 if two of the joint present in person or by proxy

or more owners are

they must vote as one.

9.10 A member shall be deemed to be present at meeting of members if he

a

participates by telephone other electronic and all members participating

or means

in the meeting are able to hear each other.

A meeting of members is duly constituted if, at the commencement of the meeting, there present in person or by proxy not less than 50 percent of the

are

class series of shares entitled to vote on resolutions of

votes of the shares or or

members be considered at the meeting. If a quorum be present,

to

notwithstanding the fact that such quorum may be represented by only one

then such person may resolve any matter and a certificate signed by such person,

accompanied where such be proxy by of the proxy form

person person a a copy

9.12

present, the meeting of members, shall be dissolved; in next business day at

any of the time and as the directors may

same §

determine, and if pent within one hour

af

from the time appoi

9.13 At meeting of members, of the Board of Directors shall

every i

preside chairman of the meeting. If there is Chairman of the Board of

as no

Directors if the Chairman of the Board of Directors is not present at the

or

meeting, the members present shall choose someone of their number to be the chairman. If the members unable to choose chairman for any reason, then

are a

the representing the greatest number of voting shares present in person or by prescribed form of at the meeting shall preside chairman failing

proxy as

which the oldest individual member or representative of a member present shall take the chair.

9.14 The chairman with the consent of the meeting, adjourn any meeting from

may,

time to time, and from place to place, but business shall be transacted at any

no

adjourned meeting other than the business left unfinished at the meeting from

which the adjournment took place.

9.15 At meeting of the members the chairman shall be responsible for deciding in

any

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Página 000019/000078 Registro Nº 2.002.203	Protocolo publicidade e Documentos Autorizado. Oficial	nº 2.523.601 e/ou eficácia da Estado	de contra Comarca de Secretaria Fazenda	10/07/2026 às terceiros sob São Paulo. Reg. Civil	10:45:02h: nº 2.002.203 Assinado T. Justiça	Documento em digitalmente M. Público	registrado 20/07/2026 por ISS	neste 6º Oficial Valmir Inacio Condução	eletronicamente de Registro dos Santos Despesas	para fins de de Títulos - Escrevente Total
20/07/2026	R$ 631,59	R$ 179,59	R$ 123,37	R$ 33,21	R$ 43,41	R$ 30,62	R$ 13,24	R$ 0,00	R$ 0,00	R$ 1.055,03

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such he shall consider appropriate whether any resolution has been

manner as

carried and the result of his decision shall be announced to the meeting

or not

and recorded in the minutes thereof. If the chairman shall have any doubt as to

of resolution put to the vote, he shall cause poll to be taken of the outcome any a

such resolution, but if the chairman shall fail to take a poll

all votes cast upon

then member present in person or by proxy who disputes the announcement

any

of the result of immediately following such

by the chairman any vote may

demand that a poll be taken and the chairman shall thereupon

announcement

poll be taken. If poll is taken at any meeting, the result thereof shall

cause a to a

be duly recorded in the minutes of that meeting by the chairman.

9.16 Any person other

subject to Regulation 9.17 the

such member shall be determined by the documents by which,

of doubt, the

case

qualified person

than individual shall be regarded as member and

an one

right of individual to speak for or represent

any

the law of the jurisdiction where, and by the is constituted derives its existence. In

person or directors in good faith seek legal advice from any may

and unless and until court of competent jurisdiction shall

a

such advice without incurring

0 9.17	f the Company may by
8 resolution of its direftors	ise such it J person as Company or of any
class of members to exercise the	shall be entitled he represents as that

9.18

9.19 person other than

proxy or authority

or the votes cast by

Directors of the Company may

the Company and

shares in the Company.

an indivithg which shall

© d

such behalf of such person shall be disregarded.

proxy or on

attend and speak at any meeting of members of meeting of the holders of any class or series of

at any separate

by the members ata meeting may also be taken by a

9.20 An action that may be taken

writing by telex, telegram, cable,

resolution of members consented to in or facsimile other written electronic communication, without the need for any

or

resolution of members is adopted otherwise than by the

notice, but if any

of all members, of such resolution shall unanimous written consent a copy forthwith be sent members not consenting to such resolution. The consent

to all

form of counterparts, each counterpart being signed by one or may be in the

more members.

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Página 000020/000078 Registro Nº 2.002.203	Protocolo publicidade e Documentos Autorizado. Oficial	nº 2.523.601 e/ou eficácia da Estado	de contra Comarca de Secretaria Fazenda	10/07/2026 às terceiros sob São Paulo. Reg. Civil	10:45:02h: nº 2.002.203 Assinado T. Justiça	Documento em digitalmente M. Público	registrado 20/07/2026 por ISS	neste 6º Oficial Valmir Inacio Condução	eletronicamente de Registro dos Santos Despesas	para fins de de Títulos - Escrevente Total
20/07/2026	R$ 631,59	R$ 179,59	R$ 123,37	R$ 33,21	R$ 43,41	R$ 30,62	R$ 13,24	R$ 0,00	R$ 0,00	R$ 1.055,03

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10.1

|

DIRECTORS

appointed by the first registered

The first directors of the Company shall be

within six months of the incorporation of the Company and thereafter, the agent

directors shall be elected

resolution of members for such term the members determine, 10.1.1 by as

or resolution of directors for such term as the directors may 10.1.2 by

determine.

shall be appointed as director of the Company or nominated as a 10.2 No person a

has consented in writing to act as a director or to be reserve director unless he nominated a reserve director.

as

10.3 The minimum number of dir

be twenty.

10.4 Each director shall hoff of is ing ‘tec of a director shall

In the case a an

di resgratign BA removal. The

terminate the d s fey, or

on

insolvency of a	dil	of office of such
director.	il a	4

:

10.5 If, before the Compal

5

appointed under Regulat ‘Art

director that is not

a

appoint one

or more persons as d

10.6 A director may be removed from office:

with without cause, by resolution of members at a meeting of 10.6.1 or a

of removing the director for the members called for the purpose or

including the removal of director or, by written purposes a resolution of members passed by at least 75% of the votes of the Shares of the Company entitled to vote; or resolution of directors passed at meeting of 10.62 with cause, by a a

called for the of removing the director or for directors purpose

including the removal of the director, by written

or

purposes resolution of directors.

resign his office by giving written notice of his resignation to the

10.7 A director may

12

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Página 000021/000078 Registro Nº 2.002.203	Protocolo publicidade e Documentos Autorizado. Oficial	nº 2.523.601 e/ou eficácia da Estado	de contra Comarca de Secretaria Fazenda	10/07/2026 às terceiros sob São Paulo. Reg. Civil	10:45:02h: nº 2.002.203 Assinado T. Justiça	Documento em digitalmente M. Público	registrado 20/07/2026 por ISS	neste 6º Oficial Valmir Inacio Condução	eletronicamente de Registro dos Santos Despesas	para fins de de Títulos - Escrevente Total
20/07/2026	R$ 631,59	R$ 179,59	R$ 123,37	R$ 33,21	R$ 43,41	R$ 30,62	R$ 13,24	R$ 0,00	R$ 0,00	R$ 1.055,03

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&

Company and the resignation shall have effect from the date the notice is i received by the Company from such later date be specified in the

or as may

notice. A director shall resign as director if he is, becomes disqualified to act

or

director under the Act.

as time appoint be a director to fill in 10.8 The directors may at any any person to a vacancy

the board of directors. The term of the director appointed shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office.

10.9	With without the prior subsequent approval by a resolution of members, the or or directors by resolution of directors, fix the emoluments of directors with may, a respect to services to be rendered in any capacity to the Company.
10.10	require share qualification, and may be an individual or a A director shall not a company.
10.11	The Company shall keep a register of directors containing of who directors of the the names and 5 persons are 10.11.1 ‘have Been= reserve directors of the Company; A i the date each in the register 10.11.2 ra the Cor nominated as a as a or ne na + the date ceased to be a 10.11.3 the, director of ne which thesnominati jon ar the date any person nominated as a on director ceased to have effect; and reserve 10.11.5 such other information as may be prescribed by the Act.
10.12	of directors of the register of directors shall be kept at the The register or a copy office of the registered agent.

POWERS OF DIRECTORS

affairs of the Company shall be managed by under the The business and or supervision of the directors who all expenses incurred preliminary to

may pay and connection with the formation and registration of the Company and may

in

all such of the Company not by the Act or by the exercise powers as are Memorandum these Articles required to be exercised by the members of the

or

13

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Página 000022/000078 Registro Nº 2.002.203	Protocolo publicidade e Documentos Autorizado. Oficial	nº 2.523.601 e/ou eficácia da Estado	de contra Comarca de Secretaria Fazenda	10/07/2026 às terceiros sob São Paulo. Reg. Civil	10:45:02h: nº 2.002.203 Assinado T. Justiça	Documento em digitalmente M. Público	registrado 20/07/2026 por ISS	neste 6º Oficial Valmir Inacio Condução	eletronicamente de Registro dos Santos Despesas	para fins de de Títulos - Escrevente Total
20/07/2026	R$ 631,59	R$ 179,59	R$ 123,37	R$ 33,21	R$ 43,41	R$ 30,62	R$ 13,24	R$ 0,00	R$ 0,00	R$ 1.055,03

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Company. The directors of the Company shall have all the powers necessary for

for directing and supervising, the business and affairs of the

managing, and Company.

by resolution of directors, appoint any person, including a 112 The directors may, a

director, be agent of the Company. Subject to the next

person who is a to an

following Regulation, the resolution of directors appointing an agent may

appoint substitutes delegates to exercise

authorize the agent to	one or more	or
all of the	conferred	the agent by the Company.

some or powers on

of the Company has such powers and authority of the directors,

11.3 Every agent

and authority affix the Seal, st forth in these

including the power to as are

Articles in the resolution of directors appointing the officer or agent, except

or

that officer has authority with respect to the following:

no or agent any power or

11.3.1 to amend the memorandum or articles;

11.32

11.3.3

11.3.4

11.3.5

11.3.6

11.3.7

11.3.8 to approve a plan or or arrangement;

1139 make declaration of solvency for the purposes of section

to a

198(1)(a) of the Act to approve a liquidation plan;

or

113.10 make determination under section 57 1 of the Act that the

to a

will, immediately after proposed distribution, satisfy the

company a

solvency test set out in Regulation 20; or

113.11 authorise the to continue company incorporated

to company as a

under the laws of jurisdiction outside the Virgin Islands.

a

114 Any director which is body corporate may appoint any person its duly

a

authorised representative for the purpose of representing it at meetings of the Board of Directors with respect to unanimous written consents.

or

11.5 The continuing directors notwithstanding any vacancy in their body,

may act

14

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Página 000023/000078 Registro Nº 2.002.203	Protocolo publicidade e Documentos Autorizado. Oficial	nº 2.523.601 e/ou eficácia da Estado	de contra Comarca de Secretaria Fazenda	10/07/2026 às terceiros sob São Paulo. Reg. Civil	10:45:02h: nº 2.002.203 Assinado T. Justiça	Documento em digitalmente M. Público	registrado 20/07/2026 por ISS	neste 6º Oficial Valmir Inacio Condução	eletronicamente de Registro dos Santos Despesas	para fins de de Títulos - Escrevente Total
20/07/2026	R$ 631,59	R$ 179,59	R$ 123,37	R$ 33,21	R$ 43,41	R$ 30,62	R$ 13,24	R$ 0,00	R$ 0,00	R$ 1.055,03

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that if their number is reduced below the number fixed by or pursuant to

save

these Articles the necessary quorum for a meeting of directors, the continuing directors director appoint directors to fill any vacancy that has arisen or

or may

summon a meeting of members.

11.6 The directors by resolution of directors exercise all the powers of the

may

Company to borrow and mortgage charge its undertakings and

money to or

thereof, issue debentures, debenture stock and other

property or any part to

securities whenever money is borrowed or security for any debt, liability or

as

obligation of the Company or of any third party.

All cheques, promissory notes, drafts, bills of exchange and other negotiable

and all receipts for monies paid to the Company, shall be signed, instruments

endorsed otherwise executed, the may be, in such drawn, accepted, or as case

shall from time to time be determined by resolution of directors.

manner as

11.8 The directors from time to time and at any time by power of attorney

may appoint firm SHR of persons whether appointed

any company,

directly indirectly by attorneys of the

or omey or

and discretions directors under these

protection and

the directors

to delegate all

conv

thipk

may

iy,

or afforney or as

attorney or attorneys fested in them.

12.1

122

PROCEEDINGS OF The directors of the Company or committee thereof may meet at such times

any

outside the British Virgin Islands the and in such manner and places within or as directors may determine to be necessary or desirable.

shall be deemed be present meeting of directors if he A director to at a participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.

A director shall be given not less than 3 days notice of meetings of directors, but 12.3

meeting held without 3 days notice having been given to all

of directors

a

directors entitled to vote at the meeting who do directors shall be valid if all the

attend, waive notice of the meeting; and for this purpose, the presence of a

not

constitute waiver his part. The

director at the meeting shall be deemed to on

give notice of meeting director, the fact that a inadvertent failure to a to a or director has not received the notice, does not invalidate the meeting.

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Página 000024/000078 Registro Nº 2.002.203	Protocolo publicidade e Documentos Autorizado. Oficial	nº 2.523.601 e/ou eficácia da Estado	de contra Comarca de Secretaria Fazenda	10/07/2026 às terceiros sob São Paulo. Reg. Civil	10:45:02h: nº 2.002.203 Assinado T. Justiça	Documento em digitalmente M. Público	registrado 20/07/2026 por ISS	neste 6º Oficial Valmir Inacio Condução	eletronicamente de Registro dos Santos Despesas	para fins de de Títulos - Escrevente Total
20/07/2026	R$ 631,59	R$ 179,59	R$ 123,37	R$ 33,21	R$ 43,41	R$ 30,62	R$ 13,24	R$ 0,00	R$ 0,00	R$ 1.055,03

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meeting of directors is duly constituted for all purposes if at the

124 A

of the meeting there in person or by altemate not less

commencement are present

half of the total number of directors, unless there only two directors than are

one

in which the quorum shall be two.

case

12.5 If the Company shall have only one director the provisions herein contained for

meetings of the directors shall not apply but such sole director shall have full and for the Company in all matters as by the Act

power to represent the Memorandum or	act these Articles required to be exercised by the members or	are not
of the Company and in lieu of minutes of		meeting shall record in writing and

a

memorandum of all matters requiring resolution of directors.

sign a note or a

Such memorandum shall constitute sufficient evidence of such

a note or

resolution for all purposes.

meeting of the directors the Chairman of the Board of Directors shad}

12.6 At every

preside chairman of the meeting. If there is Chairman of the Board ¢

as no

Directors is present the Directors if the Chairman not at

or go

meeting the Vice

Vice Chairman of the hairman of the Board of Directors is not prese: of their number to b

12.7 An action that

by

5 written electronic

committee, as the case

be in the form of cot may a more directors.

tee of directors at a

or committee of

a

ble, facsimile or other all members of the any notice. The consent

3

Part being signed by one or

128 The directors by resolution of directors, designate one or more

may, a committees, each consisting of directors and delegate one or more

one or more

of their powers, including the power to affix the Seal to the committee.

12.9 committee of directors has such powers and authorities of the directors as

in the resolution of directors establishing the committee, except that

are set forth

the directors have to delegate to committee of directors any of the

no power a

following powers:

12.9.1 to amend the Memorandum these Articles;

or

12.9.2

12.9.3 to designate committees of directors; to delegate powers to a committee of directors;