Article 31°. Composition. The Board of Directors is composed of nine (9) members or Directors, elected by the Shareholders General Assembly; three must be independent under terms of Law 964 of 2005, or norms that expand or modify it.

Paragraph. The Chief Executive Officer of the Company, as such, is not a member of the Board of Directors, but shall attend all its meetings, with voice but no vote, and will not receive special compensation for his/her attendance. In any case, the Board of Directors may meet, deliberate and validly decide without the presence of the Chief Executive Officer of the Company. Nevertheless, said official may be a Member of the Board of Directors if elected by the Shareholders General Assembly and, in such case, shall have the rights and privileges belonging to the other Directors.

Article 31°. Composition. The Board of Directors is composed of seven (7) members or Directors, non-independent and independent, elected by the Shareholders General Assembly. The number of independent members and the criteria for independence shall be determined in accordance with the regulations applicable to the Company.

Paragraph. The Chief Executive Officer of the Company may be a Member of the Board of Directors if elected by the Shareholders General Assembly and, in such case, shall have the rights and privileges belonging to the other Directors.

Maintaining a number of members in accordance with the magnitude of the Company, the number of members is reduced to seven (7), in compliance with the provisions of Article 44 of Law 964 of 2005.

Regarding the number of independent members of the Board of Directors and the criteria of independence for their election, it is established that the Company shall determine them in accordance with the applicable regulations.

The CEO of the Company may be a member of the Board by virtue of election by the Shareholders’ Assembly.

Article 32°. Period of Directors. The appointment of the Directors shall be for periods of two (02) years, but they may be re-elected and freely removed by the Shareholders General Assembly at any time.

(…)

Paragraph Two. The totality of the members of the Board of Directors shall be elected by the Shareholders’ Meeting in accordance with the law and the regulations in force, by means of the electoral quotient system in two (2) ballots, one of them to elect the independent members and the other one for the election of the remaining members. However, the election of all the members of the Board of Directors may be carried out in a single ballot, whenever it is ensured that at least three (3) independent members will be elected or when only one list is presented, which includes at least three (3) independent members.

(…)

Article 32°. Period of Directors. The appointment of the Directors shall be for periods of two (02) years, but they may be re-elected and freely removed by the Shareholders General Assembly at any time.

(…)

Paragraph Two. The totality of the members of the Board of Directors shall be elected by the Shareholders’ Meeting in accordance with the law and the regulations in force, by means of the electoral quotient system in two (2) ballots, one of them to elect the independent members and the other one for the election of the remaining members. However, the election of all the members of the Board of Directors may be carried out in a single ballot, whenever it is ensured that independent members will be elected or when only one list is presented, which includes the minimum number of independent in accordance with the regulations applicable to the Company.

(…)

Article 33°. - President of the Board of Directors. During the period for which it has been chosen, the Board of Directors will appoint from its members a President, who must have the quality of independent, who will preside the meetings, will direct the deliberations and the actions of the corporation; if the President is absent, the meetings will be presided by one of the members that attend the meeting, appointed ad hoc.

(…)

Article 33°. - President of the Board of Directors. During the period for which it has been chosen, the Board of Directors will appoint from its members a President, who may be an independent member or a non-independent member, who will preside the meetings, will direct the deliberations and the actions of the corporation; if the President is absent, the meetings will be presided by one of the members that attend the meeting, appointed ad hoc.

(…)

Article 34°. – Meetings.

The Board of Directors shall meet regularly at least eight (8) times a year; and extraordinarily when summoned by the same Board of Directors, by the President, by the Auditor or by two of its Members. Summons for extraordinary meetings shall be communicated at least a day in advance, except in the case in which the meetings are called by two of the members of the Board of

Directors, in which case, the call for extraordinary meetings shall be communicated three (3) calendar days in advance. Notwithstanding the foregoing if all members are already assembled they may deliberate validly anywhere and take decisions without prior summons. When complying with the deadlines to make the announcement, it must be taken into account that the day on which the meeting is announced nor the day on which the meeting will take place are taken into consideration.

Paragraph 1. The meetings shall be held at the corporate domicile or at a site agreed upon by the Board of Directors.

Paragraph 2. In cases and under the requirements established by law, the Board of Directors deliberations and decisions may be carried out via simultaneous or successive communications among the members, including telephone, fax radio or other appropriate form of transmission and reception of audible or visible messages. As well, decisions may be adopted by distance vote in writing by the Board of Directors members in the same document or in separate documents, clearly indicating the vote issued by each of the members, when and if the document is received by the Chairman of the Board of Directors or legal representative within one month after the date of the first received communication.

Article 34°. – Meetings.

The Board of Directors shall meet regularly at least four (4) times a year; and extraordinarily when summoned by the same Board of Directors, by the President, by the Auditor or by two of its Members. Summons for extraordinary meetings shall be communicated at least a day in advance, except in the case in which the meetings are called by two of the members of the Board of Directors, in which case, the call for extraordinary meetings shall be communicated three (3) calendar days in advance. Notwithstanding the foregoing if all members are already assembled they may deliberate validly anywhere and take decisions without prior summons. When complying with the deadlines to make the announcement, it must be taken into account that the day on which the meeting is announced nor the day on which the meeting will take place are taken into consideration.

Paragraph 1. The meetings shall be held at the corporate domicile or at a site agreed upon by the Board of Directors.

Paragraph 2. In cases and under the requirements established by law, the Board of Directors deliberations and decisions may be carried out via simultaneous or successive communications among the members, including telephone, fax radio or other appropriate form of transmission and reception of audible or visible messages. As well, decisions may be adopted by distance vote in writing by the Board of Directors members in the same document or in separate documents, clearly indicating the vote issued by each of the members, when and if the document is received by the Chairman of the Board of Directors or legal representative within one month after the date of the first received communication.

Article 35°. Regulations. Operation of the Board of Directors shall be governed by the following regulations:

(…)

b. Subject to the provisions of the paragraph of article 31 of these Bylaws, the Chief Executive Officer of the company will attend meetings but the Board of Directors may meet and decide validly without his presence;

c. It will deliberate with the presence of five (5) members, and this same majority vote shall be required to approve decisions, except in cases where the bylaws or any law require a special majority.

Paragraph: In the event that a potential conflict of interest (defined as stipulated in Article 23 of Law 222 of 1995, as well as any other regulation that supplements, modifies or replaces said law in the future) in which case one or more of the board members should abstain from participating in the deliberations and the voting. The following procedure shall be observed:

1.   The directors who disclosed the conflict shall abstain from participating in the respective deliberation and decision.

2.  The Board of Directors may deliberate and decide if it has a quorum of at least five (5) non-conflicted members. Decisions shall be approved if they receive the favorable vote of five (5) or more members of the Board of Directors. 

Article 35°. Regulations. Operation of the Board of Directors shall be governed by the following regulations:

(…)

c. It will deliberate with the presence of four (4) members, and this same majority vote shall be required to approve decisions, except in cases where the bylaws or any law require a special majority.

Paragraph: In the event that a potential conflict of interest (defined as stipulated in Article 23 of Law 222 of 1995, as well as any other regulation that supplements, modifies or replaces said law in the future) in which case one or more of the board members should abstain from participating in the deliberations and the voting. The following procedure shall be observed:

1.  The directors who disclosed the conflict shall abstain from participating in the respective deliberation and decision.

2.    The Board of Directors may deliberate and decide if it has a quorum of at least four (4) non-conflicted members. Decisions shall be approved if they receive the favorable vote of four (4) or more members of the Board of Directors.

The CEO of the Company may be a member of the Board by virtue of election by the Shareholders’ Assembly.

By virtue of the reduction of the Board of Directors to seven (7) members, the quorum for the deliberation and approval of the decisions submitted to the consideration of the Board is adjusted to correspond to a simple majority of the members of the Board.

Likewise, the procedure to be followed in the event of a potential conflict of interest within the Board of Directors is adjusted, establishing a minimum quorum of four (4) members.

3.  If the Board does not have the minimum quorum referred to in paragraph 2 above, the Board shall call a meeting of the General Assembly of Shareholders to decide whether to authorize the members who expressed the conflict to participate in one or more meetings of the Board of Directors to discuss and decide on the matters giving rise to the respective conflict of interest.

4.  If, after the decision of the Assembly, the Board of Directors has a quorum of at least five (5) non-conflicted members, the proposal that gave rise to the conflict shall be submitted to the Board of Directors. The decision shall be approved if it receives the favorable vote of five (5) or more members of the Board of Directors

5. If, after the decision of the General Shareholders’ Meeting, the Board of Directors does not have a minimum quorum of five (5) non-conflicted members, the Board shall lose competence to decide on the matter giving cause for the conflict of interest and the General may decide directly on such matter, unless the Shareholders General Assembly with the favorable vote of the majority of the shares represented at the meeting, adopts another solution.

(…)

3.   If the Board does not have the minimum quorum referred to in paragraph 2 above, the Board shall call a meeting of the General Assembly of Shareholders to decide whether to authorize the members who expressed the conflict to participate in one or more meetings of the Board of Directors to discuss and decide on the matters giving rise to the respective conflict of interest.

4.   If, after the decision of the Assembly, the Board of Directors has a quorum of at least four (4) non-conflicted members, the proposal that gave rise to the conflict shall be submitted to the Board of Directors. The decision shall be approved if it receives the favorable vote of four (4) or more members of the Board of Directors

5.   If, after the decision of the General Shareholders’ Meeting, the Board of Directors does not have a minimum quorum of four (4) non-conflicted members, the Board shall lose competence to decide on the matter giving cause for the conflict of interest and the General may decide directly on such matter, unless the Shareholders General Assembly with the favorable vote of the majority of the shares represented at the meeting, adopts another solution.

(…)

Article 36°. - Duties. The Board of Directors is given the broadest mandate for managing the Company and therefore is awarded sufficient powers to order the execution or to celebrate any act or contract that falls within its duties and to take the necessary decisions in order for the Company to fulfill its purposes and, specifically, has the following functions:

(…)

36.6 Relating to the operation of the Board of Directors:

(…)

d. Create any Support Committees for the Board of Directors deemed necessary, as well as the adoption of internal rules of operation for these said committees. Among them shall be included at least one Audit and Risk Committee together with a Nominating, Compensation and Corporate Governance committee.

36.7 Relating to the management of the Company:

(…)

a. Appoint the Chairman of the Company, the Internal Auditor and the Secretary General, and define the remuneration and compensation, performance evaluation and succession policy of these appointees. For these appointments, prior reports will be provided by the Appointment Committee, by the Remuneration and Corporate Governance committee, and in the case of the Internal Auditor a prior report will also be provided by the Audit and Risk Committee.

(…)

Article 36°. - Duties. The Board of Directors is given the broadest mandate for managing the Company and therefore is awarded sufficient powers to order the execution or to celebrate any act or contract that falls within its duties and to take the necessary decisions in order for the Company to fulfill its purposes and, specifically, has the following functions:

(…)

36.6 Relating to the operation of the Board of Directors:

(…)

d. Create any Support Committees for the Board of Directors deemed necessary, as well as the adoption of internal rules of operation for these said committees. Among them shall be included at least one Audit and Risk Committee .

36.7 Relating to the management of the Company:

(…)

a. Appoint the Chairman of the Company, the Internal Auditor and the Secretary General, and define the remuneration and compensation, performance evaluation and succession policy of these appointees. e, and in For the case of the Internal Auditor a prior report will be provided by the Audit and Risk Committee for its appointment.

(…)

In order to provide greater clarity, and in compliance with the provisions of Law 964 of 2005 and other regulations applicable to the Company, it is clarified that the Board of Directors may create committees to support its management, and that as a minimum it shall have the support of an Audit and Risk Committee. Likewise, it is established that the Board of Directors shall be exclusively in charge of the process of appointment and removal of the CEO of the Company and the Secretary General.

Article 48°. - Appointment and Functions. The Company shall have a Secretary General, who may also hold an executive position in the Company. In the event that the Secretary General also holds an executive position in the Company, the decision of his/her appointment and removal will depend on the Board of Directors according to the proposal of the Company´s CEO after a report from the Appointment, Remuneration and Corporate Governance Committee.

In the event that the Secretary General does not hold an executive position in the Company, his appointment and removal shall correspond to the Board of Directors after a report from the Nominating, Compensation and Corporate Governance Committee.

(…)

Article 48°. - Appointment and Functions. The Company shall have a Secretary General, who may also hold an executive position in the Company. In the event that the Secretary General also holds an executive position in the Company, the decision of his/her appointment and removal will depend on the Board of Directors according to the proposal of the Company´s CEO.

En el caso en que el Secretario General no ostente una posición ejecutiva en la Compañía, su nombramiento y remoción corresponderá a la Junta Directiva .

In the event that the Secretary General does not hold an executive position in the Company, his appointment and removal shall correspond to the Board of Directors.

(…)

Article 61º. – Board Committees.

The Board of Directors will establish committees to support their management, and as a minimum this will include an Audit and Risk Committee, as well as an Appointment, Remuneration and Corporate Governance Committee. In addition to the above, the Board of Directors may create and regulate the operation of a Conflicts of Interest Committee. The Board of Directors will however be able to divide the duties of these committees or contemplate other functions to other committees created for such functions. The Committees will be formed by at least three (3) members of the Board of Directors who may be Independent or Non-Independent Members. In any case, the Audit and Risk Committee must be chaired by an Independent member, and must have the participation of all Independent members of the Board of Directors.

The Board shall adopt a regulation for the operation of the committees in mention, which will indicate the frequency of its meetings and corresponding functions, which in any case will be to act as advisory and supervisory bodies to support the Board of Directors in their functions. The functions of the committees must comply with the legal requirements and with the Corporate Governance standards that the Board of Directors voluntarily accepts.

Article 61º. – Board Committees.

The Board of Directors may establish committees to support their management, and as a minimum this will include an Audit and Risk Committee. In addition to the above, the Board of Directors may create and regulate the operation of a Conflicts of Interest Committee. The Board of Directors will however be able to divide the duties of these committees or contemplate other functions to other committees that may be created for such functions. The Committees that may be created will be formed by at least three (3) members of the Board of Directors who may be Independent or Non-Independent Members. In any case, the Audit and Risk Committee must be chaired by an Independent member, and must have the participation of all Independent members of the Board of Directors.

The Board shall adopt a regulation for the operation of the Audit and Risk Committee and any other that may be created , which will indicate the frequency of its meetings and corresponding functions, which in any case will be to act as advisory and supervisory bodies to support the Board of Directors in their functions. The functions of the Audit and Risk Committee and any other that may be created must comply with the legal requirements and with the Corporate Governance standards that the Board of Directors voluntarily accepts.

In order to provide greater clarity, and in compliance with the provisions of Law 964 of 2005 and other regulations applicable to the Company, it is clarified that the Board of Directors may create committees to support its management, and that as a minimum it will have the support of an Audit and Risk Committee.

Article 1-. Composition

In accordance with the Company Bylaws, the General Meeting of Shareholders shall be comprised of the Shareholders listed in the “Company Shareholder Register”, participating themselves, or through their registered agents, or through proxies appointed in writing, meeting with the quorum and the conditions set forth in the Company Bylaws.

The General Meeting of Shareholders must be attended by the Company CEO and, whenever possible, all the members of the Board of Directors or, in their absence, the Chairman of the Board of Directors and the Chairmen of its different Committees.

Article 1-. Composition

In accordance with the Company Bylaws, the General Meeting of Shareholders shall be comprised of the Shareholders listed in the “Company Shareholder Register”, participating themselves, or through their registered agents, or through proxies appointed in writing, meeting with the quorum and the conditions set forth in the Company Bylaws.

The General Meeting of Shareholders must be attended by the Company CEO and, whenever possible, all the members of the Board of Directors or, in their absence, the Chairman of the Board of Directors and the Chairman of the Audit and Risk Committee and of any committees that may exist.

Article 3-. Reports.

Notwithstanding the inclusion of other items on the agenda, that involve the presentation of reports, in the case of the ordinary General Shareholders Meeting, the following will be presented:

a) The CEO’S and Board of Directors Management Report: shall be submitted to the General Shareholders Meeting by the Company’s CEO or in his/her absence by legal representative of the Company or by the Chairman of the Board of Directors.

b) The Annual Corporate Governance Report: shall be submitted to the General Shareholders Meeting by the General Secretary of the Company or by the Chairman of the Appointments, Remuneration and Corporate Governance Committee, or whoever they designate.

c) The financial statements, separated and consolidated, of the previous fiscal year: submitted to the General Shareholders Meeting by the Financial VicePresident of the Company or whomever his/her designates.

d) Opinion issued by the Statutory Auditor about the financial statements, separated and consolidated, of the previous fiscal year: submitted to the General Shareholders Meeting by the Statutory Auditor.

At the request of the Chairman of the General Meeting of Shareholders, the chairmen of the Board of Directors Committees may report to the General Shareholders Meeting specific aspects of the work carried out by the Committees. Nonetheless, the corporate governance report shall include the report on the main activities carried out by the Committees during the year.

Article 3-. Reports.

Notwithstanding the inclusion of other items on the agenda, that involve the presentation of reports, in the case of the ordinary General Shareholders Meeting, the following will be presented:

a) The CEO’S and Board of Directors Management Report: shall be submitted to the General Shareholders Meeting by the Company’s CEO or in his/her absence by legal representative of the Company or by the Chairman of the Board of Directors.

b) The Annual Corporate Governance Report: shall be submitted to the General Shareholders Meeting by the General Secretary of the Company or whoever the Board of Director may designate .

c) The financial statements, separated and consolidated, of the previous fiscal year: submitted to the General Shareholders Meeting by the Financial VicePresident of the Company or whomever his/her designates.

d) Opinion issued by the Statutory Auditor about the financial statements, separated and consolidated, of the previous fiscal year: submitted to the General Shareholders Meeting by the Statutory Auditor.

At the request of the Chairman of the General Meeting of Shareholders, the Chairman of the Audit and Risk Committee and the chairmen of the Board of Directors Committees that may exist may report to the General Shareholders Meeting specific aspects of the work carried out by the respective Committees. Nonetheless, the corporate governance report shall include the report on the main activities carried out by the Audit and Risk Committee and Committees that may exist during the year.

Article 1:

Through its Chairman and with the support of the Appointment, Remuneration and Corporate Governance Committee, the Board of Directors is the appropriate body to centralize and coordinate the process of forming the Board of Directors prior to the General Meeting of Shareholders.

For these purposes, together with the announcement of the Ordinary General Meeting of the year in which the Board of Directors must be appointed, it must inform the Shareholders of the time that they have to submit their lists of candidates to form the Board of Directors.

Article 1:

Through its Chairman , the Board of Directors is the appropriate body to centralize and coordinate the process of forming the Board of Directors prior to the General Meeting of Shareholders.

For these purposes, together with the announcement of the Ordinary General Meeting of the year in which the Board of Directors must be appointed, it must inform the Shareholders of the time that they have to submit their lists of candidates to form the Board of Directors.

Article 5:

A person with any of the following incompatibilities or disqualifications may not be a member of the Company’s Board of Directors:

Article 5:

A person with any of the following incompatibilities or disqualifications may not be a member of the Company’s Board of Directors:

i. Belongs to more than four (4) boards of directors of Colombian corporations, in addition to the Company (Article 202 of the Commercial Code).

ii. Belongs or has belonged within the previous two (2) years to the boards of directors of companies that compete, directly or indirectly, with the Company in the largearea retail sector, as well as being or having been president, legal representative, administrator or employee of a competitor of the Company in the large-area retail sector, during the two (2) years prior to their appointment

a. For their participation in other Boards of Directors:

i. Belongs to more than four (4) boards of directors of Colombian corporations, in addition to the Company (Article 202 of the Commercial Code).

b. For its relationship with competitors:

ii. Belongs or has belonged within the previous two (2) years to the boards of directors of companies that compete, directly or indirectly, with the Company in the largearea retail sector, as well as being or having been president, legal representative, administrator or employee of a competitor of the Company in the large-area retail sector, during the two (2) years prior to their appointment

iii. Having provided services or having received any remuneration, directly or indirectly, for an annual value greater than USD 120,000, from direct or indirect competitors of the Company, during the two (2) years prior to their appointment.

iv. That the candidate for member of the Board of Directors, directly or jointly with their Close Family Members, have a direct or indirect shareholding or are real beneficiaries of a shareholding equal to or greater than point five percent (0.5%) of the voting capital of competitor entities of the Company in the large-area retail sector.

v. Be a counterpart, directly or through their Close Family Members or entities in which the candidate or their Close Family Members hold a managerial position, in judicial, administrative or arbitration proceedings, or in judicial or extrajudicial conciliation proceedings, in which the counterparty is the Company or any of its subsidiaries.

vi. Is linked by marriage or facto marital union, or by kinship within the third degree of consanguinity or second degree of affinity or first civil relationship with a member of the Board of Directors of the Company, who exercises functions as Director and the existence of his resignation is unknown on the date it is submitted for consideration by the General Shareholders’ Assembly the election of the respective candidate or with another candidate for member of the Board of Directors of the Company in the same election.

iii. Having provided services or having received any remuneration, directly or indirectly, for an annual value greater than USD 120,000, from direct or indirect competitors of the Company, during the two (2) years prior to their appointment.

iv. That the candidate for member of the Board of Directors, directly or jointly with their Close Family Members2, have a direct or indirect shareholding or are real beneficiaries of a shareholding equal to or greater than point five percent (0.5%) of the voting capital of competitor entities of the Company in the large-area retail sector.

v. Be a counterpart, directly or through their Close Family Members or entities in which the candidate or their Close Family Members hold a managerial position, in judicial, administrative or arbitration proceedings, or in judicial or extrajudicial conciliation proceedings, in which the counterparty is the Company or any of its subsidiaries.

vii. Is in a current or potential competition situation in the large-area retail sector, directly or through their Close Family Members, with the Company and/or any of its subsidiaries.

viii. Is involved in a situation of material and permanent conflict of interest, as determined by the Board of Directors.

ix. Has been convicted or found responsible, in Colombia or in another jurisdiction, in judicial or administrative proceedings, within the ten (10) years prior to the date of the General Shareholders’ Assembly in which the Board of Directors would be elected for: (a) the violation of the norms that regulate the stock market, (b) as well as having been disqualified, totally or partially, by public or private entities, to carry out commercial activities in any jurisdiction.

vi. Is in a current or potential competition situation in the large-area retail sector, directly or through their Close Family Members, with the Company and/or any of its subsidiaries.

c. For their inability to engage in commerce:

vii. Has been subject to a legal impediment or a sanction that disqualifies it from engaging in commercial activities in Colombia or abroad.

d. For being involved in a conflict of interest:

viii. Is involved in a situation of material and permanent conflict of interest, as determined by the Board of Directors.

x. Has been a managerial employee of persons who incurred, within the ten (10) years prior to the date of the General Shareholders’ Assembly meeting in which the Board of Directors would be elected, in the disqualifications contemplated in the previous point, provided that the candidate was a managerial employee of the respective person at the time the events constituting the offense occurred.

xi. Has been convicted in a criminal proceeding within the ten (10) years prior to the date of the General Shareholders’ Assembly in which the Board of Directors would be elected.

xii. Has been disciplinary or fiscally sanctioned by any government entity within the ten (10) years prior to the date of the General Shareholders’ Assembly in which the Board of Directors would be elected.

xiii. Has been reported on the lists or linked to conduct related to money laundering, financing of terrorism and financing for the proliferation of weapons of mass destruction, within the ten (10) years prior to the date of the meeting of the General Assembly of Shareholders in which the Board of Directors would be elected.

In the Board of Directors, there may not be a majority comprised of (i) people related to each other by marriage, civil union or relationship to the fourth degree of consanguinity, second degree of affinity or first degree of kinship by adoption; or (ii) people hired by the Company for work.

If the Board of Directors is elected in violation to the provisions of this article, it will not be able to act and the previous Board of Directors will continue to exercise its functions, which will immediately call the General Shareholders’ Assembly for a new election. The decisions adopted by the Board of Directors with the vote of a majority that contravene the provisions of this rule will lack all effectiveness.

If an elected Director is, after his appointment, immersed in a cause of incompatibility or disqualification provided in this article, duly accredited before the Appointment, Remuneration and Corporate Governance Committee and the Board of Directors without the presence of the member in question, the position will remain vacant and a new election of the Board of Directors will proceed.

The Board of Directors may define other incompatibilities and disqualifications applicable to Board Members. 

In the Board of Directors, there may not be a majority comprised of people related to each other by marriage, civil union or relationship to the thirth degree of consanguinity, second degree of affinity or first degree of kinship by adoption (Article 435 of the Commercial Code).

If the Board of Directors is elected in violation to the provisions of this article, it will not be able to act and the previous Board of Directors will continue to exercise its functions, which will immediately call the General Shareholders’ Assembly for a new election. The decisions adopted by the Board of Directors with the vote of a majority that contravene the provisions of this rule will lack all effectiveness.

If an elected Director is, after his appointment, immersed in a cause of incompatibility or disqualification provided in this article, duly accredited before the Board of Directors without the presence of the member in question, the position will remain vacant and a new election of the Board of Directors will proceed.

The Board of Directors may define other incompatibilities and disqualifications applicable to Board Members.

Article 6:

As well as the criteria stated in this policy for all candidates, the candidates to be Independent Members of the Board of Directors must meet the requirements established in Article 44 of Law 964/2005, as well as the regulations that add to, replace and/or repeal said law and by what is established in the corporate instruments of the Company. If this approved, the Board of Directors may adopt a definition of the criteria of independence that includes not only those contained in Law 964/2005, but also the requirements associated with the candidates’ relations with the Company’s Shareholders, Senior Management and stakeholders.

The candidates to be Independent Members must declare this quality in the communication in which they accept their nomination to be part of the Board of Directors.

Article 6:

As well as the criteria stated in this policy for all candidates, the candidates to be Independent Members of the Board of Directors must meet the requirements established in (i) Article 44 of Law 964/2005, as well as the regulations that add to, replace and/or repeal said law, (ii) other regulations to which the Company is subject in its capacity as issuer in the various markets in which it is an issuer of securities, and (iii) by what is established in the corporate instruments of the Company. If this approved, the Board of Directors may adopt a definition of the criteria of independence that includes not only those contained in Law 964/2005, but also the requirements associated with the candidates’ relations with the Company’s Shareholders, Senior Management and stakeholders.

The candidates to be Independent Members must declare this quality in the communication in which they accept their nomination to be part of the Board of Directors.

Article 9:

In the event that the results of the performance assessment of the Board of Directors and its Committees show that:

a) The performance of a Director is subject to improvement: the Appointments, Compensation and Corporate Governance Committee and the Board of Directors, jointly, will determine the pertinent steps that the Director must take in order to improve those aspects of his performance. The foregoing, notwithstanding to the fact that he may choose to consider his removal.

b) A Director has incurred in any of the following conducts, which may lead to his removal:

(…)

Article 9:

In the event that the results of the performance assessment of the Board of Directors and of the Committees that may exist show that:

a) The performance of a Director is subject to improvement: the Chairman of the Board of Directors, will determine the pertinent steps that the Director must take in order to improve those aspects of his performance.

b) A Director has incurred in any of the following conducts, which may lead to his removal:

(…)

Article 1: Remuneration of Board Members. For the activities carried out by the Board of Directors, its members shall have the right to remuneration for attending in-person and distance meetings

Article 1: Remuneration of Board Members. For the activities carried out by the Board of Directors, its members shall have the right to remuneration for attending in-person and distance meetings

However, members of the Board of Directors who are employees of the Company or those employees of the Company who are required to attend any of the meetings shall not receive remuneration for their attendance.

Article 2: Remuneration of Board Committee Members.

Members of the Board Committees shall have the right to remuneration for attending the in-person and distance Committee meetings. However, the members of said Board Committees who are Company employees, or Company employees who must attend a Committee meeting, shall not receive remuneration for their attendance at the meeting.

Article 2: Remuneration of the members of the Audit and Risk Committee and other Board Committees that may exist .

Members of the Audit and Risk Committee and the other Board Committees that may exist shall have the right to remuneration for attending the in-person and distance Committee meetings. However, the members of the Board Committees who are Company employees, or Company employees who must attend a Committee meeting, shall not receive remuneration for their attendance.

Article 3: Additional Remuneration of the Chairman of the Board and of the Board Committees.

The General Meeting of Shareholders may establish additional professional fees for the Chairmen of the Board of Directors and of the Board Committees for each attendance of in-person and distance meetings of the Board of Directors or the respective Board Committee in consideration of the specific responsibilities and greater time required for said position.

Article 3: Additional Remuneration of the Chairman of the Board and of the Audit and Risk Committee and other Board Committees that may exist.

The General Meeting of Shareholders may establish additional professional fees for the Chairmen of the Board of Directors and of the Audit and Risk Committee and other Board Committees that may exist for each attendance of in-person and distance meetings of the Board of Directors, the Audit and Risk Committee or the Board Committee that may exist in consideration of the specific responsibilities and greater time required for said position.

Article 5: Criteria to Establish Remuneration. The following principles and parameters shall be followed when establishing the remuneration of the members of the Board of Directors and the Board Committees:

a) Consistency: Remuneration shall be consistent with stringent risk management, without fostering an inappropriate assumption thereof, and be aligned with the Shareholders’ interests, promoting the generation of long-term value.

b) Competitiveness: Remuneration shall be competitive in order to attract and retain talent of the highest professional, academic and personal quality, but at the same time be appropriate and fair.

c) The structure, obligations, and responsibilities of the Board of Directors, as well as the methods for evaluating the performance thereof.

d) The personal and professional qualities of its members, as well as their professional experience.

e) The time to be invested.

f) The remuneration for the respective position in comparable national and international companies.

g) The other criteria that the General Meeting of Shareholders deems appropriate when making the decision.

Article 5: Criteria to Establish Remuneration. The following principles and parameters shall be followed when establishing the remuneration of the members of the Board of Directors, the Audit and Risk Committee and the other Board Committees that may exist:

a) Consistency: Remuneration shall be consistent with stringent risk management, without fostering an inappropriate assumption thereof, and be aligned with the Shareholders’ interests, promoting the generation of long-term value.

b) Competitiveness: Remuneration shall be competitive in order to attract and retain talent of the highest professional, academic and personal quality, but at the same time be appropriate and fair.

c) The structure, obligations, and responsibilities of the Board of Directors, as well as the methods for evaluating the performance thereof.

d) The personal and professional qualities of its members, as well as their professional experience.

e) The time to be invested.

f) The remuneration for the respective position in comparable national and international companies.

g) The other criteria that the General Meeting of Shareholders deems appropriate when making the decision.

Article 6: Expenses to Be Assumed by the Company. The Company shall directly assume the following expenses as long as they are necessary for the exercise of the functions of the Board of Directors and of the Board Committees:

a) Travel expenses, accommodation, road transportation and sending information

b) Expenses related to training, updates and hiring external consultants

c) Costs related to the insurance policy for the Company’s Directors and Administrators

Article 6: Expenses to Be Assumed by the Company. The Company shall directly assume the following expenses as long as they are necessary for the exercise of the functions of the Board of Directors, the Audit and Risk Committee and of the other Board Committees that may exist:

a) Travel expenses, accommodation, road transportation and sending information

b) Expenses related to training, updates and hiring external consultants

c) Costs related to the insurance policy for the Company’s Directors and Administrators