disputes among them arising from or in relation to the condition of issuer, shareholders, directors, executive officers and members of the fiscal council, in particular, pursuant to the
provisions of Law No. 6,385, Law No. 6,404/76, the Bylaws of the Company, the rules issued by the National Monetary Council, the Central Bank of Brazil and CVM, as well as other rules applicable to the operation of the capital markets in
general, in addition to the provisions contained in the Novo Mercado Regulations, other B3 regulations and the Novo Mercado Participation Agreement.
PARAGRAPH 1 - The provisions of this Section shall not apply in the event of disputes or disagreements related to or deriving from
the Golden Share held by the Brazilian Federal Government or the rights and prerogatives thereof, under the law or these Bylaws, which shall be submitted to the jurisdiction of the central courts of the judicial district of the City of
Brasília (Federal District).
PARAGRAPH 2 - The investiture of directors, executive officers and members of the fiscal
council, including effective and alternate members, is contingent on the execution of the investiture instrument, which shall set forth that they are subject to the arbitration clause set forth in this Section 62.
ARTICLE X
SECTION 63 - The Company may enter into agreements with, or approve indemnity policies covering
the members of, the Board of Directors, Fiscal Council, Board of Executive Officers and committees of the Company or its controlled companies, as well as the employees of the Company or its controlled companies (Beneficiaries), by
which the Company agrees to bear or reimburse certain expenses, costs and damages effectively incurred by the Beneficiaries, during or after the period of their relationship with the Company, related to arbitration, judicial or administrative
proceedings, involving acts carried out in the regular exercise of the Beneficiaries duties, as of the date of their investiture or beginning of the employment relationship with the Company, as applicable.
PARAGRAPH 1 - Without prejudice to other events set forth in agreements or indemnity policies approved by the Board of Directors,
the Company shall not make disbursements in favor of Beneficiaries based on these agreements or indemnity policies in the following cases:
I. acts
performed outside the regular exercise of the Beneficiaries duties;
II. acts performed by Beneficiaries in bad faith, intentionally, with gross
fault or upon fraud;
III. acts performed by Beneficiaries in their own interest or the interests of third parties, to the detriment of the corporate
interest of the Company; or
IV. indemnifications resulting from the action for damages provided in Section 159 of Law No. 6,404/76 or
reimbursement for losses provided in Section 11, paragraph 5, item II, of Law No. 6,385/76.
PARAGRAPH 2 -
The indemnity agreements or policies shall be adequately disclosed and provide for, without limitation:
I. the applicable terms and conditions;
II. mechanisms to identify and handle conflicts of interest; and
III. the procedure to be adopted in the decision-making process about the execution of indemnity agreements by the Company and the payment of amounts by the
Company.
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