TEN BEST PRACTICES FOR A WINNING AND ENDURING SHAREHOLDERS AGREEMENT FOR BUSINESS

The most important characteristics that the top management of companies can have, through Shareholders' Agreements and Boards of Directors, are:

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1.??? Harmonious Corporate Relationships and a Qualified Body of Board Members

Corporate governance, if well elaborated, provides mechanisms for the proper harmonization of corporate relationships, ensuring shareholders the full exercise of their patrimonial interests (individual corporate shares) corresponding to the powers assigned to ordinary and preferred shareholders, the election of highly qualified Board Members to the Society, the instruments of analysis and deliberations on matters pertaining to General Meetings, preference rights, and the protection of business through non-competition.

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2.??? Harmonious Corporate Relationships and the Protection of Business Perpetuity

The governance system has clear mechanisms to resolve potential conflicts among shareholders quickly, effectively, and efficiently. This also involves the interests of heirs and preserves the isolation of the Society and the interests of its business against potential corporate frictions, ensuring the protection, stability, and perpetuity of the normal course of business and the Society's expansion projects.

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3.??? Professionalism and Independence Guaranteed in the Long Term

Shareholders who are aware of their role and the company's role in perpetuity adopt instruments that make it as difficult as possible for heirs and related parties who are unqualified to be elected to positions in the Society. This ensures that the interest in filling collaborative positions remains focused on qualified market professionals, in the absence of properly prepared heir-successors.

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4.??? Corporate Engagement

Corporate governance mechanisms require ordinary corporate engagement in non-executive-directive matters and penalize any omissions in deliberations. The system facilitates the exercise of debates and performance reviews of the Society and its executives.

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5.??? Governance of a Private Limited Company and Management Directed Towards Value Creation and Perpetuity for Stakeholders

Societies that enjoy high-level corporate governance are managed by a Board of Directors and an executive board, both supported by qualified executive committees.

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6.??? The Board of Directors is Elected by the Shareholders' Meeting

Considering the criteria of qualifications and the ability to generate value for the Society, it is the role of the Board of Directors to determine the overall strategic direction of the business aiming at value and perpetuity, guide the executive board, and evaluate the performance of their managements based on objective criteria for performance management.

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7.??? Qualified-Complementary, Swift, and Considerate Board of Directors

Corporate Governance builds a balanced collegiate system for the Society, free from power nuclei and without matters requiring unanimity.

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8.??? The Promotion of Debate, Idea Generation, Visions, and Perspectives

Deliberations are objective and achieved through voting systems that equalize a minimum number of votes according to the relevance, sensitivity, and complexity of the matters for the course of business, ensuring that the Society's decisions are reached by Board Members who contribute with different and complementary expertise, integrative visions, and plural debates that foster the generation of diverse ideas, visions, and perspectives.

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9.??? The Executive Board is Elected by the Board of Directors

The Directors have the responsibility to administratively execute the guidelines established by the Board of Directors, present strategic and budgetary plans, and report to the Collegiate on the operational, financial, and patrimonial performance of the Society. The Directors are senior executives with extensive experience and outstanding performance in their respective areas of expertise.

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10. The Executive Committees are Advisory Bodies to the Board and the Executive Board

The committees add evaluation and monitoring with greater precision and competence in maintaining operations, ensuring a higher level of integrity and reliability of the information presented for analysis, deliberations, and decisions. Shareholders, the Board of Directors, and the Executive Board can make decisions supported by opinions issued by the committees.

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11.? Conclusion: The Pillars of an Adequate Shareholders' Agreement and Governance Ensure the Society:

A.???? Strategic and Tactical Vision of the Society's Business, the Market, and Short, Medium, and Long-term Perspectives;

B.???? Decision-Making by a Qualified-Complementary Collegiate;

C.????? Transparency, Fairness, Accountability, and Corporate Responsibility;

D.???? Objective and Swift Management, Monitored by Operational and Economic-Financial Performance;

Performance and Alignment of Corporate, Collegiate, and Executive Bodies Prioritizing Value Creation, Innovation, Operational Efficiency and Excellence, and Optimal Capital Structure.

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Ricardo Vitale