Qualicorp | Notice of Meeting Ordinary General Meeting
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Notice of Meeting Ordinary General Meeting São Paulo, March 30, 2021 – The Board of Directors of QUALICORP CONSULTORIA E CORRETORA DE SEGUROS S.A. (“Company”) calls the Company’s shareholders to meet on first call, on April 30, 2021, at 11:00 a.m., for the Ordinary General Meeting (“OGM”), to be held exclusively digitally, pursuant to CVM Instruction No. 481 dated as of December 17, 2009 (“CVM Instruction 481”), in order to resolve on the following agenda: (i) To take the management accounts, as well as to examine, discuss and vote on the Company’s Financial Statements for the fiscal year ended December 31, 2020, together with the management report, the opinion of the Independent Auditors and the opinions of the Supervisory Board and the Audit Committee; (ii) To resolve on the allocation of the net income for the fiscal year ended December 31, 2020, and the distribution of dividends to the Company’s shareholders; (iii) To determine the number of members to make up the Company’s Board of Directors; (iv) To elect the members of the Company’s Board of Directors; and (v) To resolve on the proposal for the annual overall remuneration of the Company’s managers for the fiscal year 2021. Documents at Shareholders’ disposal: The documents referred to in article 133 of Law No. 6,404 dated as of December 15, 1976 (“Brazilian Corporation Law”), relating to the fiscal year ended December 31, 2020, are available to shareholders at the Company’s head office and on the Company’s Investor Relations websites (ri.qualicorp.com.br), the Brazilian Securities and Exchange Commission (cvm.gov.br) and B3 S.A. – Brasil, Bolsa, Balcão (b3.com.br). The documents referred to in articles 9, 10 and 12 of CVM Instruction 481, as well as all other documents related to the matters to be resolved at the OGM, including the Attendance Manual, are also available at these electronic addresses. Although these documents are also available at the Company’s head office, the Management recommends that in view of Covid-19’s circumstances, shareholders consult these documents at the aforementioned sites, thus avoiding any displacement, personal contact or crowding. Manners of Shareholders’ Attendance in the OGM: Shareholders may attend to the OGM (i) virtually, by means of an electronic remote attendance system; or (ii) by sending the remotely ballot paper, in accordance with the terms described below, in the OGM Attendance Manual and in the ballot paper itself. (a) Remote attendance system: The Shareholders who opt for remote attendance must submit, up to two (2) days before the date of the OGM (i.e., up to and including April 28, 2021), through the e-mail [email protected], scanned copies of the following documents (i) Individuals: identity document with shareholder’s photo. (ii) Legal Entities: (a) most recent version of the restated bylaws or articles of association and, if any, subsequent amendments; (b) other corporate documents that prove the powers of representation of the shareholder’s legal representatives, such as minutes of election and instrument of investiture, for example; and (c) identity document with photo of the shareholder’s legal representatives. (iii) Investment Funds: (a) most recent version of the restated bylaws of the fund and, if any, subsequent amendments; (b) bylaws or articles of incorporation of the administrator or fund manager, as the case may be, and corporate documents that prove the powers for representation of the fund; and (c) identity document with photo of the administrator’s or manager’s legal representatives, as the case may be. In the hypothesis of virtual attendance in the OGM through an attorney-in-fact, a digitalized copy of the power of attorney and the documents that prove the identity of the attorney-in-fact must also be submitted. An individual shareholder may be represented, pursuant to article 126, § 1 of the Brazilian Corporation Law, by an attorney-in-fact constituted less than one (1) year before, who is (i) a shareholder, (ii) a lawyer, (iii) a financial institution or (iv) a Company manager. The shareholder that is a legal entity or investment fund may be represented by an attorney-in-fact constituted as provided for in its respective bylaws, articles of association or regulations, as the case may be, even if he/she is not a shareholder, lawyer, financial institution or Company manager, in accordance with the CVM understanding on the subject. After receiving the e-mail with the documents listed above and confirming their validity and completeness, the Company will accredit the shareholder to attend to the OGM and will send him/her the access link, followed by other detailed instructions about the electronic platform to be used. The link and the instructions to be sent by the Company are personal and non-transferable, and may not be shared with third parties, under penalty of the shareholder’s liability. Only shareholders who are duly accredited in accordance with the terms and procedures listed above will be able to attend to the OGM. (b) Remotely Ballot Paper: Shareholders may send their remotely ballot papers in the following manners: (i) through the custodians, (ii) through the Company’s share bookkeeper, Banco Bradesco S.A., or, further, (iii) directly to the Company, in accordance with the guidelines contained in the OGM Attendance Manual and in the ballot paper itself. Multiple Voting: Pursuant to CVM Instruction No. 165/91 and CVM Instruction No. 481/09, the minimum percentage of attendance in the voting share capital necessary for the request to adopt the multiple vote process for the election of members of the Board of Directors is five percent (5%). Publications: The Company will inform the shareholders, under paragraph 3 of article 289 of the Brazilian Corporation Law, about the change in the newspaper used for legal publications. The publications, previously made in the Valor Econômico newspaper, will now be made in the O Dia newspaper. Final Guidelines: Further guidelines on the required documentation, deadlines and procedures to be observed are detailed in the OGM Attendance Manual, available on the Company’s Investor Relations website (ri.qualicorp.com.br), the CVM (cvm.gov.br) and the B3 (b3.com.br). Click here to acess the Call Notice São Paulo, March 30, 2021
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