16 KiB
| Página 000025/000078 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 |
12.9.4 to appoint remove directors;
or
12.9.5 to appoint or remove an agent;
12.9.6 plan of merger, consolidation or arrangement; or
to approve a
declaration of solvency for the purposes of section 198(1) 12.9.7 to make a
(a) of the Act to approve a liquidation plan; or
or
determination under section 57(1) of the Act that the 129.8 to make a
will, immediately after the proposed distribution, satisfy
Company
the solvency test set out at Regulation 20.
Regulations 12.9.2 and 12.9.3 do not prevent committee of
The preceding a
of directors, from appointing subdirectors, where authorised by resolution a
delegating exercisable by the committee to the subcommittee and powers
committee.
in The meetings and proc:
directors shall
more
Articles regulating superseded by any
committee.
ceding:
in
Sad so the not
same are
diregtors establishing the
2.12
remain responsible fos believed reasonable
on
directors of the Company un;
on
ALTERNATE DIRECTOR
alternate any director or other
13.1 A director of the Company may appoint as an
disqualified for the appointment as director under the Act to appointing director’s powers, and the appointing
person who is not a exercise the carry out
the taking of decisions by the directors in the
responsibilities, in relation to
absence of the appointing director.
appointed alternate director of the Company unless he 13.2 No person shall be as an
has consented in writing to act as an alternate director.
appointing director may, at time, terminate the alternate’s appointment.
13.3 The any
| Página 000026/000078 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 |
= The appointment of an
and written notice of the
appointing director to
13.5 The termination of the appointment
until written notice of the termination has been
13.6 An altemate director
appointing director or for the appointing director.
An alternate director has the any directors’ meeting and any
13.8 Any exercise by the
relation to taking of decisions by the directors,
exercised by the appointing director.
were alternate director and its termination shall be in writing
appointment and termination shall be given by the
the within 14 days.
of alternate director does not take effect
an
given to the Company.
has appoint alternate, whether of the
no power to an of the alternate director and does not act as an agent of or
rights the appointing director in relation to
same as
written resolution circulated for written consent.
alternate director of the appointing director’s powers in
is effective if the powers
as as i
13.9 An alternate director is 1
director and is subject
acting as such.
omissions altemate
as an
A
ilities director when
as a
13.10
- OFFICERS
14.1 The Company may by
such times shall be considel
as
consist of Chairman of the
a
of Directors, President and
Treasurers and such other
desirable. Any number of offices
14.2 The officers shall perform such
appointment subject to any of any specific allocation of duties it
thereafter by resolution of directors
of the Board of Directors to Vice Chairman to act in the the day to day affairs of the
seniority in the absence of the
may be delegated to them by the President, the register, minute books and records (other than of
Board of Directors,
one or more
officers as may
may be held by the same a) officers of the Company at
expedient. Such officers may
Vice Chairman of the Board
a
Vice Presidents, Secretaries and
from time to time be deemed
person.
duties shall be prescribed at the time of their
as
modification in such duties be prescribed
as may resolution of members, but in the absence
or
shall be the responsibility of the Chairman
preside meetings of directors and members, the
at
absence of the Chairman, the President to manage Company, the Vice Presidents to act in order of President but otherwise 0 perform such duties as Secretaries to maintain the share financial records) of the Company
18
| Página 000027/000078 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 |
and compliance with all procedural requirements imposed on the
to ensure
by applicable law, and the Treasurer to be responsible for the financial
company affairs of the Company.
143 The emoluments of all officers shall be fixed by resolution of directors.
14.4 The officers of the Company shall hold office until their successors are duly
elected and qualified, but officer elected appointed by the directors may any or
be removed at time, with without by resolution of directors. Any
any or cause,
occurring in office of the Company may be filled by resolution of vacancy any directors.
15.1 i 152
1
i i 15.3
CONFLICTS OF INTEREST
director of the Company shall, forthwith after becoming aware of the fact that
A
he is interested in transaction entered into to be entered into by the
a or
Company, disclose the intere: of the Company.
ae
For the of all other directors to the
purposes
4
a
| effect that director j5 | ||
|---|---|---|
| has | fiduciary relati a | ‘or named individual and |
| is | regarded to be as entry or disclosure, | after the date of the , idual, is sufficient a |
153.2
{
3
153.3 attend meeting of directors which matter relating to the
a at a
transaction arises and be included among the directors present at the
meeting for the purposes of quorum; and
behalf Company, or of the do other thing in sign a document on any his capacity director, that relates to the transaction.
as a
1 16.
16.1
i
INDEMNIFICATION
provided Company indemnify
Subject to the limitations the may against all including legal fees, and against all judgements, fines and
expenses, paid in settlement and reasonably incurred in connection with legal,
amounts
administrative investigative proceedings, any person who
or i
i
| Página 000028/000078 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 |
aaa]
16.1.1 is party is threatened to be made a party to any
or was a or
pending contemplated proceedings, whether civil,
threatened, or
criminal, administrative investigative, by of the fact that
or reason
the is director of the Company; or
person or was a
is the request of the Company, serving a director of, or in 16.1.2 or was, at as
other capacity is acting for, another body corporate or a
any or was
partnership, joint other enterprise.
venture, trust or 16.2 The Company only indemnify person if the person acted honestly and in
may a good faith with view to the best interests of the Company and, in the case of
a
proceedings, the had reasonable to believe that his criminal person no cause conduct unlawful. For the purposes of this Sub-Regulation, a director acts in
was
the best interests of the Company if he acts in the best interests of:
16.2.1 the Company's holding company; or
16.22 a member or m:
in either case, in the
g
Act, as the case may
16.3 The decision of the honestly and in good
faith and with a vie
y
had was unlawful is, in
person no reasofg
igfct
absence of fraud Articles, unless a the cse
The termination of judgement, order, settlement,
16.4 any §
conviction the entering of nolle prosequi does not, by itself, create a
or a
presumption that the did honestly and in good faith and with a
person not act view the best interests of the Company that the person had reasonable cause
to or to believe that his conduct unlawful.
was
If be indemnified has been successful in defence of any proceedings 16.5 a person to
referred to in Regulation 16.1 the is entitled to be indemnified against all
person
including legal fees, and against all judgements, fines and amounts
expenses,
paid in settlement and reasonably incurred by the person in connection with the
proceedings.
16.6 The Company purchase and maintain insurance in relation to any person
may who is director of the Company, who at the request of the Company
or was a or
serving director of, or in other capacity is was acting for,
is or was as a any or
another partnership, joint venture, trust or other enterprise, against
company or a
20
| Página 000029/000078 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 |
liability asserted against the and incurred by the person in that any person capacity, whether not the Company has or would have had the power to
or
indemnify the person against the liability under Regulation 16.1.
- RECORDS The Company shall keep the following documents at the office of its registered 17.1
agent:
17.1.1 the Memorandum and these Articles;
17.1.2
17.1.3 the register of members, of the register of members;
or a copy
the register of directors, or a copy of the register of directors; and
17.14 copies of all notices and other documents filed by the Company with
the Registrar of Corporate Affairs in the previous 10 years.
172 Where the Company keep; of members or the register
of directors at the offic
17.2.1 within 15, notify the registered
agent in
provide ord of the physical
17.2.2
address the original register of
of, |
members kept.
of
Company shall keep the office of its registered
17.3
such other place outside the British Virgin agent at J a or
or i
Islands, the directors may determine:
as
173.1 minutes of meetings and resolutions of members and classes of
members;
1732 minutes of meetings and resolutions of directors and committees of
directors; and
17.3.3 an impression of the Seal, if any.
174 Where the place at which the original register of members, the original register
of directors the original records mentioned at Regulation 17.3 above are
or
maintained is changed, the Company shall provide the registered agent with the
physical address of the location of the records of the Company within 14
new
days of the change of location.
3
i
| Página 000030/000078 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 |
SEAL 18.1 The directors shall provide for the safe custody of the
Seal shall be kept at the registered office of the company.
written instrument shall be witnessed by
to any
authorised from time to time by resolution of directors. provide for facsimile of the Seal and of the
a
authorised person which may be reproduced by instrument and it shall have the force and validity
same
affixed such instrument and the same had been
to
Seal. An imprint of the
The Seal when affixed director or any other person so
a
The directors may signature of any director or
printing or other means on any
if the Seal had been
as
signed hereinbefore described.
as
19.1
REGISTERS OF CHARGES
shall maintain its registered office at the office of its
The Company at or registered agent register of charges showing the following particulars regarding
a
each mortgage, charge and oth by the Company:
de; tip! the charge;
19.1.2 short 5
a ti
19.1.3 a short
3
Ue or, if there is no 19.1.4 the name unless the char; name and address of the 19.1.5 the
holder of the charge;
details of prohibition restriction contained in the instrument 19.1.6 any or
creating the charge the power of the Company to create any
on
future charge ranking in priority to equally with the Charge.
or
| 20. | DIVIDENDS DISTRIBUTIONS BY WAY OF |
|---|---|
| 20.1 | by resolution of directors authorise a may a The directors of the Company time, and of and to any members a an amount, way of dividend at distribution by reasonable grounds, that, immediately after satisfied, on it thinks fit if they are assets will exceed its liabilities and the value of the the distribution, its debts as they fall due. the Company will be able to pay |
| 20.2 | by way of dividend shall authorising the distribution The resolution of directors 22 |