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Regulations

Internal Regulations of the Board of Directors

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INTERNAL REGULATIONS OF THE BOARD OF
DIRECTORS OF MINERVA S.A.

1. PURPOSE

1.1. These Internal Regulations of the Board of Directors ("Regulations") have the purpose of regulating the functioning, structure and operating methods of the Board of Directors of Minerva S.A. ("Board of Directors" and "Company", respectively), as well as to enable the other bodies of the Company, its shareholders and stakeholders of the Company to monitor the actions of the Board of Directors, subject to the Bylaws and the applicable legislation, thereby contributing to the strengthening of its governance practices.

2. REFERENCES

2.1. These Regulations have as reference: (i) the corporate governance guidelines of the bylaws of the Company, as amended ("Bylaws"); (ii) Law No. 6.404, of December 15, 1976, as amended ("Brazilian Corporate Law"); (iii) the general rules issued by the Brazilian Securities Commission ("CVM") on the matter; (iv) the Code of Best Corporate Governance Practices of the IBGC: the Brazilian Code of Corporate Governance; (v) The Listing Regulations of the Novo Mercado of the B3 S.A. - Brasil, Bolsa, Balcão ("B3") approved by the Collegiate Body of the CVM on September 5, 2017 ("Regulations of the Novo Mercado"); and (vi) the Policy for Transactions between Related Parties of the Company approved at a meeting the Board of Directors held on December 6, 2018 ("Policy for Transactions between Related Parties").

3. BOARD OF DIRECTORS

3.1. The Board of Directors is an administrative body of the Company, of a collegiate nature, that is responsible for establishing its policies and general business guidelines, including its long-term strategy, and for the control and the monitoring of the performance of the Company.

3.2. The Board of Directors has as its mission to protect and add value to the assets of the Company by means of ethical and responsible operation, aiming at the optimization, in the long term, of the return on investment of its shareholders and always acting in accordance with the interests of the Company and of its shareholders.

4. COMPOSITION

4.1. The Board of Directors shall be established on the terms of Article 16 of the Bylaws of the Company, with observance of the rules and criteria for election of its members, whether independent or not, as established in the Bylaws, and the Regulations of the Novo Mercado.

5. AUTHORITY AND ATTRIBUTIONS

5.1. The authorities of the Board of Directors are those established in Article 19 of the Bylaws.

5.2. In addition to other attributions that may be assigned to it by law or the Bylaws, the Board of Directors must:

(i) define the business strategies, considering the impacts of the activities of the Company on society and on the environment, aiming at perpetuating the Company and the creation of value in the long term;

(ii) protect and add value to the assets of the Company;

(iii) periodically assess the exposure of the Company to risks and the efficacy of its risk management systems, of the internal controls and of the integrity/compliance system;

(iv) define the values and ethical principles of the Company and care for the maintenance of the transparency of the Company in its dealings with stakeholders; and

(v) review annually the corporate governance systems (policies) of the Company with a view to enhancing them and monitoring their compliance.

5.3. As from the Annual Shareholders‘ Meeting that resolves on the financial statements for fiscal year 2020, or earlier if the Company so decides, the members of the Board of Directors ("Board Members") must include, in their proposal for the election of managers by the Shareholders’ Meeting the justification for status of each candidate as an independent board member, in the light of the provisions of the Novo Mercado Regulations, and the declaration by the nominees as independent board members attesting their independence according to the criteria included in the Novo Mercado Regulations.

6. INVESTITURE

6.1. The members of the Board of Directors shall take office by means of an entry in the register, which must refer to their being subject to the commitment clause referred to in Article 45 of the Bylaws, signed by the member taking office, without requirement for any management guarantee, and in compliance with the applicable legal requirement.

6.2. At the end of the term of office, the Board Members shall remain in their positions until the investiture of their substitutes, unless resolved otherwise by the Shareholders’ Meeting.

7. MEETINGS

Annual Calendar

7.1. The Company shall publish the annual calendar of events of the Board of Directors annually, and, in respect of the following fiscal year, as required by the applicable regulations.

7.2. The Board of Directors shall meet (i) at least once every quarter, on an ordinary basis and (ii) in special meetings whenever necessary.

Place

7.3. The meetings shall be preferably held at the administrative unit of the Company located in the City of São Paulo, State of São Paulo, or at the headquarters of the Company, at the discretion of the Chairman of the Board of Directors.

Call Notice and Resolutions

7.4. Meetings of the Board of Directors shall be called by the Chairman of the Board of Directors or by any one of the two (2) Deputy Chairmen, by means of written notice delivered to each Board member at least fifteen (15) days in advance (unless the majority of its acting members establish a shorter period, albeit not less than forty-eight (48) hours, and with designation of the date, time, place, detailed agenda and documents, if any, to be considered at the meeting.

7.4.1. The call notice may be waived whenever all the Board Members are present at a meeting, or by prior written agreement of the absent Board Members.

7.5. Meetings of the Board of Directors shall be chaired exclusively by the Chairman of the Board of Directors, except when the latter designates in writing another Board member to chair the meeting.

7.6. When a meeting of the Board of Directors is called the agenda must be distributed, indicating the matters to be examined, discussed and resolved.

7.7. Any Board Member may, by means of written request to the Chairman, include items in the agenda. The Board of Directors may resolve, by unanimous vote, on any other matter not included in the agenda on the day of the meeting.

Participation and Voting

7.8. The meetings of the Board of Directors may be held by teleconference, videoconference or by any other means of communication that enables identification of the member and simultaneous communication with all of the other persons attending the meeting.

7.9. In the resolutions of the Board of Directors the Chairman (or the deputy Chairman), in addition to their own vote, shall have a casting vote in the case of a tie.

7.10. Each Board Member shall have the right to one (1) vote on resolutions, which shall be passed by a vote of the majority of the Board Members present at the meeting.

7.11. In the event of temporary absence of a member of the Board of Directors, or a vacancy resulting from resignation, death or any other reason provided in law, for as long as no replacement has been elected, the deputy of the Board Member in question may participate and vote at meetings.

Presence of Third Parties

7.12. The Chairman of the Board of Directors, on his/her own initiative or at the request of any Board Member or of the President of the Company, may call upon external consultants, members of the Committees of the Company, Executive Officers and/or employees of the Company to attend meetings and provide clarification or information on the matters under discussion.

Minutes

7.13. All the resolutions of the Board of Directors shall be entered in the Book of Minutes of the Meetings of the Board of Directors.

7.13.1. Whenever they contain resolutions intended to produce effects in relation to third parties, the summaries of the minutes of the Board of Directors shall be disclosed, as required by law, and promptly filed with the pertinent commercial registry and published, as appropriate.

7.14. The minutes of the Meetings of the Board of Directors must be worded clearly and must record the decisions taken, the persons present, the dissident votes and the abstentions from voting.

8. DUTIES

8.1. All Board Members have the following duties, in addition to those provided by law and in the Bylaws:

(i) to be part of the Board of Directors and seek to create value for the Company and to defend the long-term interests of all of the shareholders;
(ii) to inform to the Chairman of the Board of Directors, if elected as an independent board member, in the event of failure to comply with the criteria for independence;
(iii) to observe personal and professional commitments in which he/she is involved in order to assess if he/she can dedicate the necessary time for activity in the Board of Directors of the Company;
(iv) to observe the approved policies of the Company;
(v) to carry out his/her activities with diligence and loyalty, maintaining secrecy relative to any and all information of the Company to which he/she may have access as a result of holding the position, as well as to demand the same confidential treatment from the professionals provide advice, and to use it only for the exercise of his/her functions as a Board member; and
(vi) to ensure the adoption of good corporate governance practices by the Company.

9. PROHIBITIONS

1.1. The members of the Board of Directors shall not:

(i) receive any undue or disproportional advantage in connection with the performance of their duties;

(ii) use, for their own or any third party’s benefit, whether or not prejudicial to the Company, any business and investment opportunities of which they may be aware in connection with the performance of their duties;

(iii) fail to exercise or protect the Company’s rights or fail to take advantage of any business opportunities of interest to the Company, in order to obtain advantages for themselves or any third party;

(iv) purchase, in order to resell at a profit, any asset or right that they know is required for the Company or which the Company intends to purchase;

(v) use privileged information in order to obtain any advantage for themselves or any third party; or

(vi) participate directly or indirectly in the management of any companies that are competitors of the Company or of its subsidiaries.

10. COMPENSATION

10.1. The compensation of the Board of Directors shall be established on the terms of the law and of Article 14 of the Bylaws.

10.2. The members of the Board of Directors shall be reimbursed by the Company for travel and lodging expenses necessary for the performance of their function

11. ATTRIBUTIONS OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

11.1. In addition to those provided for by law or under the Bylaws, the Chairman of the Board of Directors has the following basic attributions:

(i) to coordinate the activities of the Board of Directors, seeking the efficacy and good performance of the body and of each one of its members, serving as a link between the Board of Directors and the Chief Executive Officer;
(ii) to ensure the efficacy and good performance of the body and of each one of its members;
(iii) to ensure that the board members receive complete and timely information for the exercise of their mandates;
(iv) to call and chair (i) the meetings of the Board of Directors (or if absent or prevented, to designate another Board Member to chair the meeting in question), having the casting vote in the event of a tie; and (ii) Shareholders’ Meetings (or if absent or prevented, to designate another Board Member, Executive Officer or shareholder to chair the meeting in question);
(v) to align the activities of the Board of Directors with the interests of the Company, its shareholders and other stakeholders;
(vi) to discuss with the shareholders matters of governance and strategic guidelines;
(vii) to represent the Company, whenever necessary, in dealings with government, national or international political bodies, market entities, regulators, multilateral and international bodies and international associations of which the Company is a member; and
(viii) -ppto act as a spokesperson for the Board of Directors with the press, and to speak on institutional matters of the Company and relating to the domestic and international capital markets.

11.2. In the event of vacancy in the position of Chairman of the Board of Directors, one of the Deputy Chairmen shall occupy the vacant position until the election of a new Chairman, which shall occur at the next meeting of the Board of Directors.

12. CONFLICTS OF INTEREST

12.1. In order to preserve the best interests of the Company, Board Members must be disinterested and may not vote on resolutions relative to matters in which their interests conflict with those of the Company.

12.2. Board Members shall manifest any conflict of interest at the beginning of each board meeting, designating the matter(s) on the Agenda with which they may have a conflict of interest and abstaining from voting in relation to such matter(s).

12.3. Any of the Board Members can claim the existence of conflict of interest of another member of the Board of Directors, and if there is no consensus in relation to the existence of the conflict, the other Board Members (except the claimant and the other member involved) shall vote for the existence or not of a conflict, thus determining the possibility or not of participation of these Board Members in the discussion and the resolution concerning the relevant matter.

12.4. If a conflict of interest is declared or found to exist, the other board members may resolve on prohibiting the board members involved from participating in the discussions on the issue in question.

12.5. The members of the Board of Directors are subject to the Company’s Policy for Transactions with Related Parties.

13. COMMITTEES

13.1. The Board of Directors, for better performance of its functions, may create committees or task groups with defined objectives, which shall act as assistant bodies without powers of resolution, providing advice to the Board of Directors, and consisting of persons designated by it from among the members of management and/or other persons related directly or indirectly with the Company.

13.1.1. When committees are created, the Board must define formally their attributions, composition and form of action, which shall be established in the internal regulations drafted for the new committee and approved by the Board.

14. GENERAL PROVISIONS

14.1. Any cases omitted from these Internal Regulations shall be resolved by the Board of Directors, regulated as provided for by the Brazilian Corporate Law and, as applicable, by the Novo Mercado Regulations.

14.2. Any alteration of this Regulation must be approved by the Board of Directors and notified to the CVM and to the B3.

14.3. Terms beginning with a capital letter used in these Internal Regulations but not defined herein shall have the meaning attributed to them in the Bylaws or in the Novo Mercado Regulations.

15. PERIOD OF VALIDITY

15.1. These Internal Regulations were approved by the Company’s Board of Directors at a meeting held on December 6, 2018 and shall remain in force as from this date for an indefinite period.

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Internal Regulations of the Fiscal Council

Click here to acces the PDF version of Minerva‘s Internal Regulations of the Fiscal Council.

INTERNAL REGULATIONS OF THE FISCAL COUNCIL OF
DIRECTORS OF MINERVA S.A.

1. PURPOSE

1.1. These Internal Regulations of the Fiscal Council ("Regulations") have the purpose of regulating the functioning, structure and operation methods of the Fiscal Council of Minerva S.A. ("Fiscal Council" and "Company", respectively), as well as to establish its responsibilities and attributions, with due regard for the provisions of the Bylaws, good corporate governance practices and the applicable legislation.

2. REFERENCES

2.1. These Regulations have as reference: (i) the corporate governance guidelines of the Bylaws of the Company, as amended ("Bylaws"); (ii) Law No. 6.404, of December 15, 1976, as amended ("Brazilian Corporate Law"); (iii) the general rules issued by the Brazilian Securities Commission ("CVM") on the matter; (iv) the Code of Best Corporate Governance Practices of the IBGC: the Brazilian Code of Corporate Governance; (v) The Listing Regulations of the Novo Mercado of B3 S.A. - Brasil, Bolsa, Balcão ("B3") approved by the Collegiate Body of the CVM on September 5, 2017 ("Novo Mercado Regulations"); (vi) the Company’s Policy for Disclosure of a Material Act or Fact approved at a meeting of the Board of Directors held on August 14, 2017 ("Policy for Disclosure of a Material Act or Fact"); and (vii) the Company’s Policy for Transactions between Related Parties approved at a meeting of the Board of Directors held on December 6, 2018 ("Policy for Transactions between Related Parties").

3. FISCAL COUNCIL

3.1. The Fiscal Council is a body of management of the Company, of a collegiate and non-permanent nature, which acts independently of the other bodies of management and the independent auditors engaged by the Company.

3.2. The Fiscal Council’s purpose is to audit the management of the Company’s business in order to protect the assets and the interests of the Company and its shareholders.

3.3. The Fiscal Council shall only be instated by resolution of a Shareholders’ Meeting of the Company ("Shareholders’ Meeting") or upon request of the shareholders in the circumstances provided for in law.

4. COMPOSITION

4.1. When installed, the Fiscal Council shall consist of, at least, three (3) and, at most, five (5) effective members and the same number of deputies ("Councilors"), who may or not be shareholders, who are elected and may be dismissed at any time by the Shareholders’ Meeting.

4.2. The members of the Fiscal Council shall have a term of office up to the next Annual Shareholders’ Meeting following their election, and they may be reelected.

4.3. A Chairman shall be elected from among the effective members of the Fiscal Council, by an absolute majority of votes, at the first meeting of the Fiscal Council after its instatement and the election of its members by the Shareholders’ Meeting.

4.4. The deputy members shall replace the regular members in the event of absences or impediments.

4.5. Upon the occurrence of a vacancy in the position of member of the Fiscal Council, the corresponding deputy member shall take his/her place. If there is no deputy member, a Shareholders’ Meeting shall be called to provide for the election of a member for the vacant position.

4.5.1. In the event of a vacancy in the position of Chairman, a new Chairman shall be elected, to hold office up to the end of the term of office of the previous Chairman.

5. INVESTITURE

5.1. The members of the Fiscal Council shall take office by means of an entry in the register, which must refer to their being subject to the commitment clause referred to in Article 45 of the Bylaws, signed by the member taking office, without requirement for any management guarantee, and in compliance with the applicable legal requirements.

5.2. At the end of the term of office, the Councilors shall remain in their positions until the investiture of their substitutes, unless resolved otherwise by the Shareholders’ Meeting.

6. MEETINGS

Place

6.1. The meetings shall preferably be held at the administrative unit of the Company located in the City of São Paulo, State of São Paulo, or at the headquarters of the Company. In the event of urgency, the meetings of the Fiscal Council can be held virtually, by teleconference or by email.

Call Notice and Resolutions

6.2. When instated, the Fiscal Council shall meet whenever necessary, and it shall have the responsibilities attributed to it by law.

6.3. The call notices for the meetings shall be made by means of (i) mail with acknowledgment of receipt, (ii) correspondence delivered against receipt, (iii) cable with receipt notice, (iv) fax, (v) email with confirmation of receipt not issued automatically by software or communication equipment, or (vi) judicial or extrajudicial notice delivered to each member of the Fiscal Council at least three (3) days prior to the date of the meeting, showing in the call notice the agenda, the date, the time and the place of the meeting.

6.3.1. Irrespective of any formalities, the meeting shall be considered to have been called regularly if all the members of the Fiscal Council are present.

6.3.2. In the event of urgency that is acknowledged by the parties present, documents that are not included in the agenda for the day may be submitted for discussion and voting, with a waiver of the formalities established in Article 6.3 of these Regulations.

Participation and Voting

6.4. The quorum for meetings of the Fiscal Council shall be a majority of its regular members. Those present include members of the Fiscal Council that manifest their vote by means of delegation in favor of another member of the body, by casting a written vote in advance or by means of any other means of express communication.

6.4.1. Members may attend regular and special meetings of the Fiscal Council by teleconference, videoconference or any other means of communication that enables identification of the member and simultaneous communication with the other members that are present at the meeting. In this case, the members of the Fiscal Council shall be considered to be present at the meeting and shall sign the corresponding minutes.

6.4.2. If no quorum is established as provided for in Article 6.4 above, a new meeting shall be called, which shall be held in accordance with the urgency required for the matter to be addressed.

6.5. Decisions of the Fiscal Council shall be taken by absolute majority of votes, and defeated members may have their statements recorded in the minutes of the meeting.

Minutes

6.6. All of the resolutions of the Fiscal Council shall be entered in the corresponding Book of Minutes and Opinions of the Fiscal Council, which shall be signed by the Councilors present.

6.7. The minutes of the meetings of the Fiscal Council shall be disclosed, on the terms of applicable legislation, including the opinions and votes of the Fiscal Council members, whether dissident or not, the justifications of votes and the other documents prepared by its members.

7. AUTHORITY

7.1. Without prejudice to the functions provided for in the Brazilian Corporate Law and in the Bylaws, it is incumbent upon the Fiscal Council to:

(i) audit, through any of its members, the acts of the managers and verify compliance with their legal and statutory duties;

(ii) give its opinion on the annual management report, including the supplementary information that it deems necessary or useful for resolution by the Shareholders’ Meeting;

(iii) give its opinion on the proposals of the management bodies, to be submitted to the Shareholders’ Meeting, relative to changes in capital stock, issuance of debentures or subscription bonuses, investment plans or capital budgets, distribution of dividends, transformation, incorporation, merger or spin-off;

(iv) when requested, councilors shall attend the meetings of the Board of Directors or of the Executive Board, providing the support and grounds that are necessary for their decisions;

(v) submit reports, through any of its members, to the other bodies of management and, if the latter do not take the necessary measures for protection of the interests of the Company, to the Shareholders’ Meeting, concerning any errors, frauds or crimes that they discover, and recommend the measures to be taken by the Company;

(vi) call an annual shareholders’ meeting if the bodies of management delay for more than one (1) month such call notice, or an extraordinary meeting, whenever there are serious or urgent reasons, and include in the agenda of the meeting the matters it considers necessary;

(vii) analyze, at least quarterly, the trial balance and other financial statements prepared periodically by the Company and report its conclusions to the shareholders;

(viii) examine the financial statements for the fiscal year and issue an opinion on them;

(ix) request the presence of independent auditors of the Company at meetings for any clarifications of the financial statements and auditors’ opinions;

(x) issue an opinion on the matters that are submitted to it by the Board of Directors of the Company, as well as those that it considers to be of importance;

(xi) attend Shareholders’ Meetings, represented by at least one (1) of its members, and respond to any request for information made by the shareholders;

(xii) issue an opinion to the Executive Board on the engagement, substitution and remuneration of the independent auditors of the Company;

(xiii) analyze the existing procedures for receipt, retention and handling of reports related to the financial statements, received by the Company through a whistleblowing channel, including procedures for confidential or anonymous reporting of any concerns related to questionable issues about accounting and auditing;

(xiv) identify critical accounting aspects and analyze the adequate application of the accounting principles generally accepted in Brazil and International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board (IASB);

(xv) meet, whenever necessary, with the independent auditors, with the executive board and with the internal audit department of the Company, for clarification of doubts concerning the financial statements, internal controls and other relevant matters for which it is responsible; and

(xvi) exercise its attributions during liquidation, bearing in mind the special provisions that regulate it.

8. RIGHTS AND DUTIES

8.1. During meetings, any regular member of the Fiscal Council may request and examine, individually, all the corporate documents that are deemed necessary for the exercise of his/her functions, and may make annotations and observations, which shall be discussed and resolved at the meeting in question.

8.1.1. The requests for corporate documents shall be presented to the bodies of management of the Company with justification and shall be signed by the Chairman of the Fiscal Council or the Deputy Chairman.

8.1.2. The examination of the documents shall only be permitted at the headquarters of the Company or in an administrative unit of the Company located in the City of São Paulo, State of São Paulo.

8.2. Members of the Fiscal Council may request information and/or clarifications relative to the businesses of the Company, provided that they justify their request and forward it to the management and/or to the internal or external auditors of the Company, against receipt.

8.3. The members of the Fiscal Council shall maintain secrecy in relation to the privileged information to which they have access on account of the title or position that they hold, until such information is disclosed to the public, under the terms of the Policy for Disclosure of a Material Act or Fact, and shall ensure that subordinates, third parties that they trust and business contacts that may have any access to the privileged information also do so, being held jointly liable with the latter in the event of non-compliance.

8.4. The members of the Fiscal Council shall not use privileged information to obtain, either directly or indirectly, for themselves or for third parties, any financial advantages, including by means of purchase or sale of securities.

8.5. The members of the Fiscal Council shall make efforts to ensure that there is no disclosure of information or data, and that only persons who are strictly necessary have access to such information, especially those of a privileged nature, informing them of its confidential nature and that they cannot use it improperly.

8.6. It is forbidden for the members of the Fiscal Council to undertake any transaction in which they have an interest that conflicts with that of the Company, or to be involved in the recommendation concerning the conflict of interest made by the other members of the Fiscal Council. They must disclose their impediment and ensure that the nature and the extent of their interest is minuted.

8.6.1. In addition to the above, no member of the Fiscal Council may participate in a transaction or recommendation that involves a relative or a company of which he/she is directly or indirectly a partner, shareholder, administrative officer, employee or provider of services.

9. PROHIBITIONS

1.1. The members of the Fiscal Council shall not:

(i) receive any undue or disproportional advantage in connection with the performance of their duties;

(ii) use, for their own or any third party’s benefit, whether or not prejudicial to the Company, any business and investment opportunities of which they may be aware in connection with the performance of their duties;

(iii) fail to exercise or protect the Company’s rights or fail to take advantage of any business opportunities of interest to the Company, in order to obtain advantages for themselves or any third party;

(iv) purchase, in order to resell at a profit, any asset or right that they know is required for the Company or which the Company intends to purchase;

(v) use privileged information in order to obtain any advantage for themselves or any third party; or

(vi) participate directly or indirectly in the management of any companies that are competitors of the Company or of its subsidiaries.

10. COMPENSATION

10.1. The compensation of the Fiscal Council shall be established on the terms of the law and of Article 30 of the Bylaws.

10.2. In the event of replacement of a regular Councilor at meetings by a legal representative, no compensation shall be payable to the relevant representative.

10.3. The members of the Fiscal Council of Directors shall be reimbursed by the Company for travel and lodging expenses necessary for the performance of their function

11. ATTRIBUTIONS OF THE CHAIRMAN OF THE FISCAL COUNCIL

11.1. The Chairman of the Fiscal Council has the following basic attributions, in addition to those provided in applicable legislation and in the Bylaws:

(i) to call and chair meetings of the Fiscal Council;

(ii) to forward the resolutions of the Fiscal Council to those entitled to receive them;

(iii) to prepare the agenda and the calendar of the meetings of the Fiscal Council;

(iv) to prepare the minutes of the meetings of the Fiscal Council;

(v) to comply and ensure compliance with these Regulations;

(vi) to represent the Fiscal Council in dealings with the other bodies of the Company;

(vii) to coordinate the activities of the Fiscal Council, seeking efficiency and good performance of the council and of each of its members; and

(viii) to ensure that the councilors receive complete and timely information that is necessary for the exercise of their terms of office.

11.1.1. In the absence of the Chairman, the meetings of the Fiscal Council shall be conducted by another member of the Fiscal Council, to be chosen at the time by the other councilors.

11.2. The Chairman of the Fiscal Council shall integrate new Councilors, assimilating them and facilitating their access to information and historical documents, in order to familiarize them with recent strategic resolutions of the Company.

11.3. The Board of Directors of the Company may formally establish an additional set of responsibilities and attributions for the Chairman of the Fiscal Council.

12. CONFLICTS OF INTEREST

12.1. The members of the Fiscal Council have the same duties as the managers and are responsible for any damage resulting from failure to comply with their duties or negligent or malicious acts, or violation of the law or of the Bylaws.

12.2. In order to preserve the best interests of the Company, the Councilors must be disinterested and may not vote on resolutions relative to matters in which their interests conflict with those of the Company.

12.3. The Councilors shall manifest any conflict of interest at the beginning of each meeting of the Fiscal Council, designating the matter(s) on the Agenda with which they may have a conflict of interest and abstaining from voting in relation to such matter(s).

12.4. Any one of the Councilors can claim the existence of conflict of interest of another member of the Fiscal Council, and if there is no consensus in relation to the existence of the conflict, the other Councilors (except the claimant and the other councilor involved) shall vote for the existence or not of a conflict, thus determining the possibility or not of participation of these Councilors in the discussion and the resolution concerning the matter.

12.5. If a conflict of interest is declared or found to exist, the other Councilors may resolve on prohibiting the Councilors involved from participating in the discussions on the issue in question.

12.6. The members of the Fiscal Council are subject to the Policy for Transactions with Related Parties.

13. GENERAL PROVISIONS

13.1. Any cases omitted from these Internal Regulations shall be resolved by the Fiscal Council, regulated as provided for by the Brazilian Corporate Law and, as applicable, by the Novo Mercado Regulations.

13.2. Any alteration of this Regulation shall be approved by the Fiscal Council and notified to the CVM and to the B3.

13.3. Terms beginning with a capital letter used in these Internal Regulations but not defined herein shall have the meaning attributed to them in the Bylaws or in the Novo Mercado Regulations.

14. PERIOD OF VALIDITY

14.1. These Internal Regulations were approved by the Company’s Fiscal Council at a meeting held on October 24th, 2018 and shall remain in force as from this date for an indefinite period.

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Internal Regulations of the Strategic and Investment Committee

Click here to acces the PDF version of Minerva‘s Internal Regulations of the Strategic and Investment Committe.

INTERNAL REGULATIONS OF THE
STRATEGIC AND INVESTMENT COMMITTEE OF
MINERVA S.A.

1. OBJECTIVES

1.1. These Internal Regulations of the Strategic and Investment Committee ("Regulation") have the objective of establishing disciplinary guidelines for the operation, structure and actions of the Strategic and Investment Committee of Minerva S.A. ("Strategic and Investment Committee" or "Committee" and "Company", respectively), as well to allow other internal bodies within Company, its shareholders and other Company stakeholders to monitor the performance of the Strategic and Investment Committee, in compliance with provisions foreseen it the Company’s Bylaws and applicable legislations, thus contributing to the strengthening of the Company’s governance practices.

2. REFERENCES

2.1. This Regulation has as reference: (i) the corporate governance guidelines of the Company‘s Bylaws, as amended; (ii) the provisions of the Brazilian Securities Commission ("CVM") Instruction 480, dated December 07, 2009, as amended; (iii) the IBGC Corporate Governance Best Practices Code: the Brazilian Corporate Governance Code; (iv) the Novo Mercado Listing Regulations issued by B3 S.A. - Brasil, Bolsa, Balcão ("Novo Mercado Regulation" and "B3", respectively); and (v) the provisions of Law No. 6,404 dated December 15, 1976, as amended ("Brazilian Corporation Law").

3. STRATEGIC AND INVESTMENT COMMITTEE

3.1. The Strategic and Investment Committee is an advisory body tied to the Company‘s Board of Directors and is responsible for assisting the Board of Directors in the analysis and issuance of recommendations to the proposed strategic and business plans, as well as assisting in other guidelines related to the Company‘s strategies to be submitted to the Board of Directors. Additionally, the Strategic and Investment Committee is responsible for identifying analyzing possible business opportunities, as well as discussing other matters deemed pertinent by the Board of Directors, aimed at achieving greater efficiency and quality in the decisions taken by the Board of Directors.

3.2. The Strategic and Investment Committee shall report periodically to the Board of Directors, acting independently of the Company‘s Executive Board.

3.2.1 The Strategic and Investment Committee will define the dates for reporting its work to the Board of Directors, despite the obligation to report whenever requested by the Board of Directors.

3.3. The decisions taken by the Strategic and Investment Committee, as well as its proposed policies and measures, are considered as recommendations and thus should be submitted to the Board of Directors.

3.4. The Strategic and Investment Committee is not a deliberative body of the Company and its recommendations are not binding to the Board of Directors, to the other Management Bodies or the Company.

3.5. The Strategic and Investment Committee shall function on a permanent basis.

4. COMPOSITION

4.1. The Strategic and Investment Committee shall consist of, at least, three (3) and, at most, seven (7) sitting members, who are elected and may be dismissed by the Board of Directors, among which a Coordinator shall be appointed, pursuant to Section 11 of this Regulation.

4.2. The term of office of the members of the Strategic and Investment Committee shall be one (01) year, beginning at the end of each fiscal year.

4.3. Upon the occurrence of a vacancy in the position of a member of the Strategic and Investment Committee, including the Coordinator position, the Board of Directors shall appoint a substitute member within 60 (sixty) days or at the first Board of Directors’ meeting that occurs immediately following such vacancy. It will not be mandatory to appoint a new member if the number of remaining members in the Committee is equal to, or greater than, three (3) members, as provided for in Clause 4.1..

5. INVESTITURE

5.1. The members of Strategic and Investment Committee shall be inducted by means of a term drawn up in the Committee’s appropriate book, signed by the individual taking office, waived of any guarantee of office.

6. MEETINGS

Annual Calendar

6.1. The Strategic and Investment Committee will meet (i) regularly at least once every three months, and (ii) in special meetings whenever necessary.
Venue

6.2. The meetings will preferably be held in the Company‘s administrative unit located in the City of São Paulo, State of São Paulo, or, at the discretion of the Committee Coordinator, at another location to be previously informed.

Call Notice and Resolutions

6.3. The meetings of the Strategic and Investment Committee shall be convened by the Coordinator of the Committee, by means of a written call notice, delivered at least two (2) business days in advance, which shall include the agenda, date, time and place of the meeting.

6.3.1. In case of resignation or vacancy of the position of Coordinator of the Committee, until there is a new appointment, the convocations shall be held by the Chairman of the Board of Directors.

6.3.2. The call notice may be waived whenever all the members of the Strategic and Investment Committee are present at the meeting, or by the written agreement of the absent members.

6.4. The Strategic and Investment Committee meetings shall be chaired by the Committee’s Coordinator, except in situation in which the Coordinator indicates in writing, in a justified manner, another member to preside the meeting. The meetings will be secretariat by whom the Coordinator indicates.

6.5. Any member of the Strategic and Investment Committee may, by written request to the Coordinator of the Committee, include items on the agenda of the Committee‘s meetings. The Strategic and Investment Committee, internally, may deliberate, unanimously, on any other matter not included in the agenda of the meeting.

Participation and Voting

6.6. The Strategic and Investment Committee will meet validly with the presence of an absolute majority of its members.

6.7. The Strategic and Investment Committee meetings may be held by conference call, videoconference or by any other means of communication that allows identification and simultaneous communication between its members and all other persons attending the meeting.

6.8. Shall be considered as attending to a meeting a member of the Committee that: (i) is physically present at the place and date of the meeting; (ii) is duly represented by a duly constituted attorney-in-fact, who is a member of said Committee, with specific powers to participate in the meeting; (iii) attends the meeting by video conference or by any other means that allows the other members to hear or see him; or (iv) has submitted its vote in writing.

6.9. Each member of the Strategic and Investment Committee shall be entitled to one (1) vote for each of the matters included in the agenda, and the internal deliberations of the Committee shall be taken by a majority vote of those present.

6.9.1. In case of a tie in the internal deliberations, said matter must, necessarily, be submitted to the Board of Directors.

6.10. The Committee’s Coordinator may, upon his/her own initiative or request by any other member of the Committee, request Directors, Officers and/or employees of the Company to attend a meeting to provide clarifications or information on the matters being discussed.").

6.10.1. Should any member of the Committee wish to invite third parties, which are not listed in item 6.10. above, to provide clarification or information on the matters under consideration, he shall indicate to the Coordinator of the Committee for inclusion on the Agenda, such being deliberated by simple majority.

6.10.2. The third party must have technical knowledge in the matter to which he is invited to express himself.

6.10.3. The third party, in view of the strategic and negotiating confidentiality of matters deliberated internally at the Committee Meetings, must first sign a Confidentiality Agreement.

Minutes

6.11. All the internal resolutions taken by the Strategic and Investment Committee, in its meetings, shall be recorded in minutes in the Committee’s respective book and must be signed by attending members.

6.12. The minutes of the meetings of the Strategic and Investment Committee shall be clearly and objectively written and recorded: date, time, place, presiding members, convocation, members present, agenda, internal resolutions, dissenting votes and abstaining from voting.

7. ATTRIBUTIONS

7.1. The attributions of the Strategic and Investment Committee, in addition to other attributions provided by legislation or the Company’s Bylaws, include:

(i) review and issue, on an annual basis, recommendations on the Company‘s strategic and business plans to be adopted by the Board of Directors in the next five (5) years, as well as the definitions of the Capex strategy;

(ii) monitor the execution of the plans described in item (i), with eventual recommendations for adjustments of such plans;L

(iii) provide the Board of Directors with analysis on potential niches for the development of new products and/or opening of sales channels to access new markets, as well as analyze the products already available in the market and the sales channels already in operation;

(iv) issue, on an annual basis, recommendations on the adoption of key performance indicators to be followed by the Company in the next 5 (five) years, as well as monitor the adoption of such indicators;

(v) analyze and issue recommendations on matters containing strategic content, submitting them to the Committee; and

(vi) provide suggestions for amendments to this Regulation, submitting them for resolution by the Board of Directors.

8. DUTIES

8.1. All members of the Strategic and Investment Committee have the following duties:

(i) observe personal and professional commitments in order to evaluate whether they can devote the necessary time required for the Strategic and Investment Committee;

(ii) to attend the meetings of the Committee duly prepared, having knowledge of all topics and documents made available;

(iii) perform their activities with diligence and loyalty, keeping confidential any and all information of the Company to which they have access, due to the exercise of the position, as well as requiring the same confidentiality treatment of the professionals who advise them, using it only for the exercise of their functions;

(iv) declare, prior to the internal resolution, when, for any reason, they have a particular or professional interest conflicting with that of the Company in connection with a specific matter submitted to then, abstaining from their discussion and vote; and.

(v) maintain an impartial and ethical position in the performance of its activities, ensuring the adoption of good corporate governance practices by the Company.

8.2. The Committee members cannot delegate their functions. The members of said Committee shall perform their duties respecting the same duties and responsibilities attributed to the Company‘s Board of Directors, pursuant to articles 153 to 159 of the Brazilian Corporation Law, as provided in article 160, of the same legal provision. In addition, members of the Strategic and Investment Committee must abstain from acting in a conflict of interest with the interests of the Company, without neglecting their legal duties, and that place the interests of the Company and the shareholders ahead of their own, pursuant to Clause 12.1 below.

9. PROHIBITIONS

9.1. The members of the Strategic and Investment Committee are prohibited to:

(i) receive any undue or disproportionate advantage while in the exercise of their positions;

(ii) take advantage for their own personal benefit, or for the benefit of third parties, with or without prejudice to the Company, of any commercial and investment opportunities in which they are aware of during the exercise of their positions;

(iii) omit to exercise or protect the rights of the Company or, in order to obtain advantages for themselves or others, omit business opportunities of interest to the Company;

(iv) acquire, for resale with profit, any goods or rights necessary for the Company or that the Company intends to acquire;

(v) use of privileged information to gain advantage for themselves or others; and.

(vi) participate directly or indirectly in the management team of competitors of the Company or its subsidiaries.

10. COMPENSATION

10.1. The members of the Strategic and Investment Committee shall not be entitled to compensation.

11. COMMITTEE COORDINATOR

11.1. Among the members of the Strategic and Investment Committee, a Coordinator will be appointed for a term of 1 (one) year, being allowed re-election.

11.1.1. The Coordinator shall be appointed by absolute majority vote in the first meeting of the Strategic and Investment Committee that occurs after the end of the previous Coordinator‘s term.

11.2. In the eventual absences of the Coordinator, which must be justified, it will be up to the Coordinator himself to indicate his substitute among the other members and the respective period of substitution.

11.3. If the Coordinator does not indicate his substitute, the other members present shall indicate, among the members present at the meeting, the one who will serve as Coordinator of the Committee.

11.4. The Committee Coordinator has the following basic attributions:

(i) call and preside the Strategic and Investment Committee meeting;

(ii) comply with and enforce the rules of this Regulation;

(iii) coordinate the activities of the Strategic and Investment Committee, seeking the effectiveness and good performance of the body and each of its members, serving as a tie between the Strategic and Investment Committee and the Company‘s Board of Directors;w.

(iv) ensure the effectiveness and good performance of the body and of each of its members;

(v) ensure that members of the Strategic and Investment Committee receive full and timely information for the exercise of their mandates; and

(vi) represent the Strategic and Investment Committee before any other corporate bodies, signing, as necessary, any correspondence, invitations and reports on behalf of the Strategic and Investment Committee.

11.5. The Company‘s Board of Directors may formally establish an additional set of specific responsibilities and attributions for the Committee Coordinator.

12. CONFLICT OF INTERESTS

12.1. Once a conflict of interest or particular interest of any of the members of the Strategic and Investment Committee has been found, in respect of a particular subject matter, as provided in Clause 8.1 (iv) above, such member shall appear to the Coordinator. In case of inertia, on the part of the member that has said conflict, any member present at the meeting, who is aware of the fact, shall do so. As soon as the conflict of interest or private interest has been identified, said member of the Strategic and Investment Committee shall not be able to access information, participate in Committee meetings, exercise voting rights or otherwise intervene in matters in which he is, directly or indirectly, in conflict, until cease the situation.

13. GENERAL PROVISIONS

13.1. The situations omitted in this Regulation will be resolved by the Board of Directors in accordance with the provisions of the Brazilian Corporations Law and, as appropriate, by the Novo Mercado Listing Regulation and by applicable regulations issued by CVM.

13.2. Any amendment to this Regulation must be approved by the Board of Directors and disclosed to the market in general through the Company’s investor relations website and the CVM and B3 websites.

13.3. The terms described in capital letters in this Regulation, which have not been defined herein, will have the same meaning as assigned to them as in the Company’s Bylaws or the Novo Mercado Listing Regulation.

14. PERIOD OF VALIDITY

14.1. This Regulation was approved by the Company’s Board of Directors at a meeting held on March 12th, 2019, and shall remain in force as of this date for an indefinite period, until there is a deliberation to the contrary by the Board of Directors. It shall be filed at the Company‘s headquarters and drawn up in its respective Strategic and Investment Committee Book.

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Charter of the People and Organizational Development Committee

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CHARTER OF THE PEOPLE AND ORGANIZATIONAL DEVELOPMENT COMMITTEE OF
MINERVA S.A.

1. OBJECTIVES

1.1. This Internal Regulation ("Charter") aims to regulate the composition, operation, structure, responsibilities and performance of the People and Organizational Development Committee of Minerva S.A. ("People and Organizational Development Committee" and "Company", respectively) with the other corporate bodies of the Company.

2. REFERENCES

2.1. This Charter is referenced to and must be interpreted in accordance with the best corporate governance practices, the Company‘s Bylaws ("Bylaws"), other internal regulations of the Company, Law 6,404, of December 15, 1976, as amended ("Brazilian Corporations Law"), and the regulations of the Brazilian Securities and Exchange Commission ("CVM") and B3 S.A. - Brasil, Bolsa, Balcão ("B3").

3. RESPONSIBILITIES

3.1. The People and Organizational Development Committee is a permanent and advisory body, linked to the Company‘s Board of Directors, that assists in the monitoring of Human Resource practices in order to contribute to the efficiency and quality of the Board‘s decisions in relation to matters related to this operating area.
3.1. The People and Organizational Development Committee does not constitute as a deliberative body of the Company, therefore decisions taken by the Committee do not bind the Board or the other management bodies, in such a way that the policies and measures proposed by it consist of recommendations directed to the respective bodies.

3.2. The People and Organizational Development Committee is responsible for, without prejudice to the other responsibilities provided for in the Company‘s internal policies and additional attributions that may be granted by the Board:

(i) propose to the Board the requirements, criteria and guidelines applicable for the composition of the Board of Executive Officers, the Board of Directors and Committees, as well as the appointment of its
members, in accordance with the respective nomination policy approved by the Board, ensuring compliance with this policy and recommending its revision, when necessary;

(ii) propose and evaluate the procedures and guidelines applicable to the integration of the new members of the Board, as well as coordinate the implementation of the respective integration program;

(iii) assess and recommend new policies and/or practices in force related to topics such as the Company‘s culture and governance;

(iv) when examining the Company‘s organizational structure, propose adjustments required by the strategic business and management guidelines, to be submitted for analysis by the Board of Directors;

(v) propose to the Board the requirements, criteria and guidelines applicable for the Company‘s performance evaluation process, in accordance with the respective policy approved by the Board, ensuring compliance with this policy and recommending its revision, when necessary; and

(vi) advise the Board of Directors on matters regarding people management and development, as well as guidelines for attracting and retaining talent in order to ensure the succession process.

3.3. The People and Organizational Development Committee shall function on a permanent basis.

4. COMPOSITION

4.1. The People and Organizational Development Committee shall be comprised of, at least, 3 (three) and a maximum of 7 (seven) sitting members, all elected and removable by the Board, with a Coordinator to be appointed pursuant to Clause 1010 of this Charter.

4.2. The mandate term for the members of the People and Organizational Development Committee shall be 1 (one) year, starting near the end of the fiscal year of each year.

4.3. In the event of a vacant position of a member of the People and Organizational Development Committee, including the Coordinator, the Board will appoint a substitute member within 60 (sixty) days or at the first Board of Directors‘ meeting that occurs immediately after the respective vacancy. The appointment of a new member is not necessary if it is found that the number of remaining members on the Committee is equal to or greater than 3 (three) members, which is the minimum requirement provided in Clause 4.1.

5. INVESTITURE

5.1. Members of the People and Organizational Development Committee shall take office by signing the Investiture Instrument drawn up in the Company’s records, waived of any management guarantee.

6. MEETINGS

Annual Calendar

6.1. The People and Organizational Development Committee will meet (i) at least once every three months, on an ordinary basis and (ii) in extraordinary meetings, whenever necessary.

Location

6.2. The meetings will be held, preferably, at the Company‘s administrative office located in the City and State of São Paulo, or, at the sole discretion of the Coordinator, at another location to be previously informed.

Call Notice and Resolutions

6.3. The People and Organizational Development Committee meetings will be called by the Coordinator by means of a written communication, by email, fax or letter, delivered within at least 2 (two) business days in advance, informing the matters on the agenda, date, time and location of the meeting.S

6.3.1. In case of resignation or vacancy of the Coordinator position, the call notices will be made by the Chairman of the Board of Directors until a new Coordinator is appointed.

6.3.2. The call notice be waived when all members of the People and Organizational Development Committee are present at the meeting or by written consent of the absent members.

6.4. The People and Organizational Development Committee‘s meetings shall be chaired exclusively by the Coordinator, except in situations where he/she indicates in writing, by email, fax or letter, justifying another member as chairperson. The meetings shall have a secretary indicated by the Coordinator, who may or may not be a member of the Committee.

6.5. Any member of the People and Organizational Development Committee may, upon a written request by the Coordinator, include items on the agenda. The People and Organizational Development Committee may internally and unanimously, resolve on any other matter not included in the meeting‘s agenda.
Attendance and Voting

6.6. The People and Organizational Development Committee meetings shall be considered valid if the absolute majority of its members is present.

6.7. In the absence of the minimum quorum defined above, the Coordinator shall call a new meeting, which may take place with any quorum according to the urgency required for the matter to be discussed.

6.8. People and Organizational Development Committee meetings may be held via conference call, video conference or any other means of communication that allows the identification and simultaneous participation of attending members of the People and Organizational Development Committee and any other individuals attending the meeting.

6.9. A member shall be considered present at the meeting if he/she:

(i) is physically present, at the place and date of the meeting;

(ii) is duly represented by a proxy, who must be a member of the Committee, with duly constituted representation powers;

(iii) attends the meeting by video conference or any other means which allows him/her to be seen or heard; or

(iv) submits vote in writing.

6.10. Each member of the People and Organizational Development Committee shall be entitled to 1 (one) vote in each matter resolved and the resolutions shall be taken according to the majority votes of those attending the meeting.

6.10.1. The recommendations, suggestions and opinions issued by the Committee will be approved by a majority vote of the members present at the respective meetings and in the event of a tie in the internal resolutions, said matter must be submitted to the Board of Directors.

6.11. The Coordinator, upon his/her initiative or request by any other member, may require the Company‘s external consultants, advisors, directors and/or employees to attend the meetings and provide clarifications or information on the matters on the agenda.

6.11.1. If any member of the Committee wishes to invite third parties who are not listed in item 6.10 above to participate in a meeting in order to provide clarifications or information on the matters to be discussed, he/she must inform the Committee Coordinator so such request is included in the agenda and resolved by a simple majority vote.

6.11.2. Said third party must have technical knowledge in the matter for which he/she is invited to discuss.

6.11.3. In view of the strategic and business confidentiality of matters resolved internally at the Committee meetings, the third party must previously sign a Confidentiality Agreement.

6.12. All resolutions taken at the People and Organizational Development Committee meetings must be drawn up in its respective minutes book and signed by all attending members.

6.13. The minutes of the People and Organizational Development Committee meetings must be clearly written and include information such as date, time,
location, presiding board, call notice, attending members, agenda, resolutions taken, diverging votes and abstentions from voting.

7. DUTIES

7.1. All members of the People and Organizational Development Committee have the following duties:

(i) manage personal and professional commitments in order to assess whether he/she has the required time to dedicate and work on the matters of the People and Organizational Development Committee;

(ii) attend the Committee meetings duly prepared, having knowledge of all matters and documents made available;

(iii) perform activities with diligence and loyalty, maintaining confidentiality of all the Company‘s information to which he/she has access due to the exercise of the position, as well as require the same confidential treatment from advisors, which may use said information only for the exercise of their roles; and

(iv) declare, prior to internal resolutions, when and if, for any reason, he/she has a private or professional interest that conflicts with the Company in relation to a certain matter submitted for analysis, thus abstaining from the discussion and voting; and

(v) maintain an impartial and ethical posture in the performance of his/her activities, ensuring the Company adopts good corporate governance practices.

7.2. Paragraph Seven - It is not possible to delegate one’s position as a Committee member. The members of said Committee must exercise their functions respecting the same duties and responsibilities attributed to the Company‘s management, pursuant to Articles 153 to 159 of the Brazilian Corporations Law, as per a provision in Article 160 of said law. In addition, the members of the People and Organizational Development Committee must refrain from acting in a situation of conflict of interest with the interests of the Company, without neglecting their legal duties, and put the interests of the Company and shareholders ahead of their own, pursuant to Clause 11.1 below.

8. PROHIBITIONS

8.1. The members of the People and Organizational Development Committee are prohibited to:

(i) receive any undue or disproportionate advantage arising from their position;

(ii) take advantage, for their benefit or for the benefit of third parties, with or without prejudice to the Company, of commercial and investment opportunities they become aware of as a result of their position;

(iii) neglect the exercise or protection of the Company’s rights or fail to take advantage of business opportunities in the interest of the Company in order to obtain advantages for themselves or third parties;

(iv) buy, aiming to sell for a profit, assets or rights that they know the Company needs or intends to acquire;

(v) use privileged information in order to obtain advantages for themselves or third parties; and

(vi) directly or indirectly participate in the management team of competitors of the Company or its subsidiaries.

9. COMPENSATION

9.1. Unless otherwise decided by the Board, members of the People and Organi-zational Development Committee shall be entitled to receive compensation for the exercise of their functions.

10. COMMITTEE COORDINATOR.

10.1. A Coordinator shall be chosen among the members of the People and Organizational Development Committee for a mandate term of 1 (one) year, with the possibility of re-election.

10.1.1. The Coordinator will be appointed by an absolute majority at the first People and Organizational Development Committee meeting that takes place after the end of the Coordinator‘s previous term.

10.2. In the Coordinator‘s eventual absences, which must be justified, he/she will need to indicate a replacement among the other members and the respective replacement period.

10.3. If the Coordinator does not indicate a replacement, the other members present must indicate, among the members present at the meeting, who will occupy the role of Committee Coordinator.

10.4. The Coordinator has the following basic responsibilities:

(i) call and chair the People and Organizational Development Committee meetings:

(ii) comply and enforce compliance with the rules in this Charter;

(iii) coordinate the activities of the People and Organizational Development Committee, seeking the effectiveness and good performance of the body and each of its members, serving as a link between the People and Organizational Development Committee and the Company‘s Board of Directors;

(iv) ensure the effectiveness and good performance of the body and each of its members;

(v) ensure the members of the People and Organizational Development Committee receive complete and timely information for the exercise of their mandates; and

(vi) resolve on the participation and, when applicable, invite third parties to participate in the Committee‘s internal and external meetings, including specialists who have information on matters in the agenda, or whose field is related to such matters, observing the provisions established in this Charter and any conflict of interest issues;

(vii) request from the Company‘s management any information and/or clarification deemed necessary to perform the Committee‘s duties, observing the provisions of this Charter;

(viii) represent the People and Organizational Development Committee before any other bodies of the Company, signing, when necessary, any correspondence, invitations and reports on behalf of the People and Organizational Development Committee.

10.5. The Board of Directors may formally establish an additional set of specific responsibilities and duties to be observed by the Committee Coordinator.

11. CONFLICT OF INTEREST

11.1. Once a conflict of interest or particular interest of any member of the People and Organizational Development Committee is identified in relation to a given subject, as provided in Clause 7.1(iv) above, said member must inform the Coordinator. In the event the conflicting member does not identify himself, any other member present at the meeting who is aware of the fact must do so. As soon as the conflict of interest or particular interest is identified, the conflicting member of the People and Organizational Development Committee shall not access the information, participate in the Committee‘s meetings, vote or intervene in the matters in which he/she has direct or indirect conflicts until the situation has been resolved.

12. GENERAL Provisions

12.1. Situations not included in this Charter shall will be resolved by the Board, regulated in accordance with the Brazilian Corporations Law and, when applicable, the Novo Mercado Regulations, the applicable regulations issued by the CVM and the Bylaws and other internal Company policies and rules.

12.2. Any changes to this Charter must be approved by the Board of Directors and disclosed to the market in the manner provided for in the applicable laws and regulations.

12.3. The words written in capital letters in this Charter and not defined herein shall have the meaning assigned to them in the Bylaws or the Novo Mercado Listing Regulations.

12.4. In the event of a conflict between the provisions of this Charter and the Bylaws, the provisions of the Bylaws shall prevail and, in the event of a conflict between the provisions of this Charter and the current legislation, the provisions of the current legislation will prevail.

12.5. If any provision of this Charter is found to be invalid, illegal or ineffective, this provision will be limited, as much as possible, so that the validity, legality and effectiveness of the remaining provisions are not affected or impaired.

13. PERIOD OF VALIDITY

13.1. This Charter was approved by the Company’s Board of Directors at a meeting held on July 28, 2020 and will enter into force on said date, remaining in force for an indefinite period or until resolved otherwise by the Board of Directors. This Charter must be filed at the Company‘s headquarters and recorded in the respective Book of the People and Organizational Development Committee.

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Internal Regulations Of The Finance And Risk Committee

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INTERNAL REGULATIONS OF THE FINANCE AND RISK COMMITTEE OF
MINERVA S.A.

1. OBJECTIVES

1.1. This Internal Regulation of the Financial and Risks Committee ("Rules") aims to discipline the operation, structure and form of action of Minerva SA‘s Financial and Risks Committee ("Financial and Risks Committee" or "Committee" and " Company ", respectively), as well to allow other internal bodies within Company, its shareholders and other Company stakeholders to monitor the performance of the Finance Committee, in compliance with provisions foreseen it the Company’s Bylaws and applicable legislations, thus contributing to the strengthening of the Company’s governance practices.

2. REFERENCES

This Regulation has as reference: (i) the corporate governance guidelines of the Company‘s Bylaws, as amended; (ii) the provisions of the Brazilian Securities Commission ("CVM") Instruction 480, dated December 07, 2009, as amended;
(iii) the IBGC Corporate Governance Best Practices Code: the Brazilian Corporate Governance Code; (iv) the Novo Mercado Listing Regulations issued by B3 S.A. - Brasil, Bolsa, Balcão ("Novo Mercado Regulation" and "B3", respectively); and (v) the provisions of Law No. 6,404 dated December 15, 1976, as amended ("Brazilian Corporation Law").

3. COMITEE

3.1. The Financial and Risks Committee is an advisory body, linked to the Company‘s Board of Directors, and is responsible for assisting the Board of Directors (i) monitoring and assessment of the effectiveness of the financial policies adopted by the Company, in complying with its responsibilities, including, but not limited to, the issuance of recommendations on risks and mitigation strategies to the Board of Directors, aiming to provide greater efficiency and quality to the decisions taken by the Board of Directors thus achieving excellence in financial management adopted by the Company; and (ii) monitoring and evaluation of the effectiveness of the policies applied by the Company, among them the Risk Management Policy, in the implementation of mitigation measures of the risk factors, to which the Company is exposed, as well as in the analysis of the Brazilian economic situation and worldwide, with its potential impact on the Company‘s financial, operational and strategic position. The Financial and Risk Committee, together with the Company‘s Board of Directors, must constantly analyze the risks to which the Company is exposed and which could adversely affect its business, financial situation and results of operations, monitoring changes in the macroeconomic and sectorial scenario that may influence its activities, providing, whenever necessary, all information regarding the limitation of the Company‘s exposure to the risks to which it is submitted.

3.2. The Finance and Risk Committee shall report periodically to the Board of Directors, acting independently of the Company‘s Executive Board.

3.2.1. The Finance and Risk Committee will define the dates for reporting its work to the Board of Directors, despite the obligation to report whenever requested by the Board of Directors.

3.3. The decisions taken by the Finance and Risk Committee, as well as its proposed policies and measures, are considered as recommendations and thus should be submitted to the Board of Directors.

3.4. The Finance and Risk Committee is not a deliberative body of the Company and its recommendations are not binding to the Board of Directors, to the other Management Bodies or the Company.

3.5. The Finance and Risk Committee shall function on a permanent basis.

4. COMPOSITION

4.1. The Finance and Risk Committee shall consist of, at least, three (3) and, at most, seven (7) sitting members, who are elected and may be dismissed by the Board of Directors, among which a Coordinator shall be appointed, pursuant to Section 11 of this Regulation.

4.2. The term of office of the members of the Finance and Risk Committee shall be one (01) year, beginning at the end of each fiscal year.

4.3. Upon the occurrence of a vacancy in the position of a member of the Finance and Risk Committee, including the Coordinator position, the Board of Directors shall appoint a substitute member within 60 (sixty) days or at the first Board of Directors’ meeting that occurs immediately following such vacancy. It will not be mandatory to appoint a new member if the number of remaining members in the Committee is equal to, or greater than, three (3) members, as provided for in Clause 4.1..

5. INVESTITURE

5.1. The members of Finance and Risk Committee shall be inducted by means of a term drawn up in the Committee’s appropriate book, signed by the individual taking office, waived of any guarantee of office.

6. MEETINGS

Annual Calendar

6.1. The Finance and Risk Committee will meet (i) regularly at least once every three months, and (ii) in special meetings whenever necessary.

Venue

6.2. The meetings will preferably be held in the Company‘s administrative unit located in the City of São Paulo, State of São Paulo, or, at the discretion of the Committee Coordinator, at another location to be previously informed.

Call Notice and Resolutions

6.3. The meetings of The Finance and Risk Committee shall be convened by the Coordinator of the Committee, by means of a written call notice, delivered at least two (2) business days in advance, which shall include the agenda, date, time and place of the meeting.

6.3.1. In case of resignation or vacancy of the position of Coordinator of the Committee, until there is a new appointment, the convocations shall be held by the Chairman of the Board of Directors.

6.3.2. The call notice may be waived whenever all the members of the Finance and Risk Committee are present at the meeting, or by the written agreement of the absent members.

6.4. The Finance and Risk Committee meetings shall be chaired by the Committee’s Coordinator, except in situation in which the Coordinator indicates in writing, in a justified manner, another member to preside the meeting. The meetings will be secretariat by whom the Coordinator indicates.

6.5. Any member of the Finance and Risk Committee may, by written request to the Coordinator of the Committee, include items on the agenda of the Committee‘s meetings. The Finance and Risk Committee, internally, may deliberate, unanimously, on any other matter not included in the agenda of the meeting.

Participation and Voting

6.6. The Finance and Risk Committee will meet validly with the presence of an absolute majority of its members.

6.7. The Finance and Risk Committee meetings may be held by conference call, videoconference or by any other means of communication that allows identification and simultaneous communication between its members and all other persons attending the meeting.

6.8. Shall be considered as attending to a meeting a member of the Committee that: (i) is physically present at the place and date of the meeting; (ii) is duly represented by a duly constituted attorney-in-fact, who is a member of said Committee, with specific powers to participate in the meeting; (iii) attends the meeting by video conference or by any other means that allows the other members to hear or see him; or (iv) has submitted its vote in writing.

6.9. Each member of the Finance and Risk Committee shall be entitled to one (1) vote for each of the matters included in the agenda, and the internal deliberations of the Committee shall be taken by a majority vote of those present.

6.9.1. In case of a tie in the internal deliberations, said matter must, necessarily, be submitted to the Board of Directors.

6.10. The Committee’s Coordinator may, upon his/her own initiative or request by any other member of the Committee, request Directors, Officers and/or employees of the Company to attend a meeting to provide clarifications or information on the matters being discussed.

6.10.1. Should any member of the Committee wish to invite third parties, which are not listed in item 6.10. above, to provide clarification or information on the matters under consideration, he shall indicate to the Coordinator of the Committee for inclusion on the Agenda, such being deliberated by simple majority.

6.10.2. The third party must have technical knowledge in the matter to which he is invited to express himself.

6.10.3. The third party, in view of the strategic and negotiating confidentiality of matters deliberated internally at the Committee Meetings, must first sign a Confidentiality Agreement.

Minutes

6.11. All the internal resolutions taken by the Finance and Risk Committee, in its meetings, shall be recorded in minutes in the Committee’s respective book and must be signed by attending members.

6.12. The minutes of the meetings of the Finance and Risk Committee shall be clearly and objectively written and recorded: date, time, place, presiding members, convocation, members present, agenda, internal resolutions, dissenting votes and abstaining from voting.

7. ATTRIBUTIONS

7.1. The attributions of the Finance and Risk Committee, in addition to other attributions provided by legislation or the Company’s Bylaws, include:

(i) assess the Board of Directors in risk management, providing a comprehensive and integrated view of risks and their respective impacts;

(ii) recommend and monitor the adoption of best economic and financial practices, as well as verify the implementation and maintenance of said practices by the Company, proposing policies pertinent to the financial area, whenever necessary, culminating in updates and improvements to the Board of Directors;

(iii) elaborate, assess and monitor the Company‘s integrated risk map, as well as propose improvements in strategic, operational, financial and compliance risk mitigation plans;

(iv) elaborate and monitor compliance with the Company‘s Risk Management Policy;

(v) monitor the average cost of the Company‘s capital structure and recommend changes, whenever deemed necessary, as well as evaluate and discuss alternatives for raising new funds for the Company;

(vi) provide the Board of Directors with macro and microeconomic analysis, as well possible reflections on the Company‘s debt profile, and evaluate eventual opportunities and risks in the definition of strategies to be adopted by the Company with the objective of optimizing its debt structure;

(vii) analyze and periodically review the Company‘s economic-financial indexes in order to suggest possible modifications and adjustments whenever deemed necessary;

(viii) propose, at least annually, recommendations to the Board of Directors regarding (a) financial strategies and (b) risk management policies, strategies and limits, as well as procedures to maintain (a) the excellence of the Company‘s financial structure, and (b) exposure to risks at appetite levels, both defined by the Board of Directors;

(ix) provide suggestions for amendments to this Regulation, submitting them for resolution by the Board of Directors.

8. DUTIES

8.1. All members of the Finance and Risk Committee have the following duties:

(i) observe personal and professional commitments in order to evaluate whether they can devote the necessary time required for the of the Finance and Risk;

(ii) to attend the meetings of the Committee duly prepared, having knowledge of all topics and documents made available;

(iii) perform their activities with diligence and loyalty, keeping confidential any and all information of the Company to which they have access, due to the exercise of the position, as well as requiring the same confidentiality treatment of the professionals who advise them, using it only for the exercise of their functions;

(iv) declare, prior to the internal resolution, when, for any reason, they have a particular or professional interest conflicting with that of the Company in connection with a specific matter submitted to then, abstaining from their discussion and vote; and

(v) maintain an impartial and ethical position in the performance of its activities, ensuring the adoption of good corporate governance practices by the Company.

8.2. The Committee members cannot delegate their functions. The members of said Committee shall perform their duties respecting the same duties and responsibilities attributed to the Company‘s Board of Directors, pursuant to articles 153 to 159 of the Brazilian Corporation Law, as provided in article 160, of the same legal provision. In addition, members of the of the Finance and Risk must abstain from acting in a conflict of interest with the interests of the Company, without neglecting their legal duties, and that place the interests of the Company and the shareholders ahead of their own, pursuant to Clause 12.1 below.

9. PROHIBITIONS

9.1. The members of the Finance and Risk Committee are prohibited to:

(i) receive any undue or disproportionate advantage while in the exercise of their positions;

(ii) take advantage for their own personal benefit, or for the benefit of third parties, with or without prejudice to the Company, of any commercial and investment opportunities in which they are aware of during the exercise of their positions;

(iii) omit to exercise or protect the rights of the Company or, in order to obtain advantages for themselves or others, omit business opportunities of interest to the Company;

(iv) acquire, for resale with profit, any goods or rights necessary for the Company or that the Company intends to acquire;

(v) use of privileged information to gain advantage for themselves or others; and

(vi) participate directly or indirectly in the management team of competitors of the Company or its subsidiaries.

10. COMPENSATION

10.1. The members of the Finance and Risk Committee shall not be entitled to compensation.

11. COMMITTEE COORDINATOR

11.1. Among the members of the Finance and Risk Committee, a Coordinator will be appointed for a term of 1 (one) year, being allowed re-election.

11.1.1. The Coordinator shall be appointed by absolute majority vote in the first meeting of the Finance and Risk Committee that occurs after the end of the previous Coordinator‘s term.

11.2. In the eventual absences of the Coordinator, which must be justified, it will be up to the Coordinator himself to indicate his substitute among the other members and the respective period of substitution.

11.3. If the Coordinator does not indicate his substitute, the other members present shall indicate, among the members present at the meeting, the one who will serve as Coordinator of the Committee.

11.4. The Committee Coordinator has the following basic attributions:

(i) call and preside the Finance and Risk Committee meeting;

(ii) comply with and enforce the rules of this Regulation;

(iii) coordinate the activities of the Finance and Risk Committee, seeking the effectiveness and good performance of the body and each of its members, serving as a tie between of the Finance and Risk Committee and the Company‘s Board of Directors;

(iv) ensure the effectiveness and good performance of the body and of each of its members;

(v) ensure that members of the Finance and Risk Committee receive full and timely information for the exercise of their mandates; and

(vi) represent of the Finance and Risk before any other corporate bodies, signing, as necessary, any correspondence, invitations and reports on behalf of the Finance and Risk Committee.

11.5. The Company‘s Board of Directors may formally establish an additional set of specific responsibilities and attributions for the Committee Coordinator.

12. CONFLICT OF INTERESTS

12.1. Once a conflict of interest or particular interest of any of the members of the Finance and Risk Committee has been found, in respect of a particular subject matter, as provided in Clause 8.1 (iv) above, such member shall appear to the Coordinator. In case of inertia, on the part of the member that has said conflict, any member present at the meeting, who is aware of the fact, shall do so. As soon as the conflict of interest or private interest has been identified, said member of the Finance Committee shall not be able to access information, participate in Committee meetings, exercise voting rights or otherwise intervene in matters in which he is, directly or indirectly, in conflict, until cease the situation.

13. GENERAL PROVISIONS

13.1. The situations omitted in this Regulation will be resolved by the Board of Directors in accordance with the provisions of the Brazilian Corporations Law and, as appropriate, by the Novo Mercado Listing Regulation and by applicable regulations issued by CVM.

13.2. Any amendment to this Regulation must be approved by the Board of Directors and disclosed to the market in general through the Company’s investor relations website and the CVM and B3 websites.

13.3. The terms described in capital letters in this Regulation, which have not been defined herein, will have the same meaning as assigned to them as in the Company’s Bylaws or the Novo Mercado Listing Regulation.

14. PERIOD OF VALIDITY

14.1. This Regulation was approved by the Company’s Board of Directors at a meeting held on April, 28th, 2020 and shall remain in force as of this date for an indefinite period, until there is a deliberation to the contrary by the Board of Directors. It shall be filed at the Company‘s headquarters and drawn up in its respective the Finance and Risk Committee Book.

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