BR Malls Participações S A : Shareholder´s Manual 2021 EGM

amount between the Company's economic and equity value in the latest financial statement approved by General Meeting, observing the provisions of the Article 45 of Law No.: 6.404/76.

Article 6. The Company has authorized capital and may increase its capital stock up to the limit of one billion, one hundred and twenty-three million, two hundred thousand (1,123,200,000) shares, regardless of statutory reform, by resolution of the Board o Directors, which shall establish the price and the number of shares to be issued, the terms and conditions of issuance, subscription, payment and placement of shares to be issued.

Sole Paragraph. The Company may, within the limit of authorized capital and by resolution of the Board of Directors, pursuant to an option plan approved by the Shareholders Meeting, grant stock options in favor of its managers, employees and service providers, as well managers and employees of other companies that are directly or indirectly controlled by the Company.

Article 7. The Company shall have the right - through Board of Directors' resolution - to deny the preemptive right or reduce its term for the issuance of stocks, debentures convertible into shares or subscription bonds carried out upon sales in stock market, public subscription or exchange for stocks in mandatory controlling purchase public offering according to the terms of Articles 257 to 263 of Law No.: 6.404/76. The preemptive right shall not be effective upon granting or exercising the stock option according to the Law No.: 6.404/76, Article 171, Paragraph 3.

Article 8. The shareholders who do not carry out the payments corresponding the subscribed stocks in compliance with the provisions set forth in the respective Subscription Prospectus, in stock capital raisings upon issuance of new stocks, shall be legally in arrears under the terms of the Law 6.404/76, Article 106, Paragraph 2, being subjected to (i) a 10% (ten percent) fine upon the due installment, without prejudice to monetary restatement according to IGP-M (General Index of Market Prices) variation released by FGV (Fundação Getúlio Vargas) or another index that may replace it - in the

event it's no longer in effect - by the least admitted periodicity; (ii) the Law No.: 6.404/76, Article 107; and (iii) the payment of a 12% interest on arrears per annum, pro rata temporis.

Chapter III - General Meeting

Article 9. The Ordinary General Meeting shall be held within the 04 (four) months following the fiscal year's end to resolve about the subjects in Law No.: 6.404/76, Article 132, and the Extraordinary General Meeting shall be held whenever required by the Company's purpose, Company's Bylaws and/or by the Laws.

First Paragraph. The General Meeting shall be summoned according to the Laws. Regardless summoning formalities, the General Meeting attended by all stockholders shall be considered in regular standing.

Second Paragraph. The General Meeting shall be held and presided by the Board of Director's Chairman, or in the event he/she is absent, by any other Board of Director's member who may be appointed by resolution of the majority of the present shareholders or, in the event of absence of all Board of Director's members, the chairman shall be appointed among the present stockholders by majority resolution. The Chairman shall appoint the presiding board secretary among the present Directors.

Third Paragraph. The General Meeting's resolutions, observing the exceptions provided by Law and by these Bylaws, shall be approved by majority of votes, excepting votes in blank.

Article 10. Without prejudice to the other issues set forth by Law or in these Bylaws, the General Meeting shall be responsible to:

1. resolve about the withdrawal of the Company from Novo Mercado of São Paulo's Stock Market - B3 S.A. - Brasil, Bolsa, Balcão ("B3"), denominated as Novo Mercado ("Novo Mercado");

1. resolve about the characterization of the nominee for Independent Director at the Board of Directors, in cases that are required by the Novo Mercado regulations and observing the set parameters; and
2. resolve the omitted cases herein, according to the Law No.: 6.404/76 and the Novo Mercado Regulation.

Chapter IV - Management

Section I - General Rules

Article 11. The Company shall be managed by a Board of Directors and by an Administration Board according to the Law and according to these Bylaws.

First Paragraph. Members of the Administrative Council and Board of Directors shall be vested in their respective offices upon signing the instrument of investiture in the proper book, within 30 (thirty) days following the election, and are not required to post bond as collateral for their management.

Second Paragraph. The qualification and investiture of the officers to their respective positions shall be subjected to the adherence to the Manual of Disclosure and Use of Information, and Trading Policy on Securities Issued by the Company by signing the respective instrument, and compliance with applicable legal requirements.

Third Paragraph. Members of the Administrative Council and Board of Directors are required, without adverse effects to the duties and responsibilities assigned to them by law, to be discreet with all Company business, and shall treat as confidential all information of non-public nature to which they have access and relating to the Company, its business, employees, officers, shareholders or contractors and service providers, undertaking to use such information in the exclusive and best interest of the Company.

This is an excerpt of the original content. To continue reading it, access the original document here.