Policy of Voting

POLICY FOR THE EXERCISE OF VOTING RIGHT AT GENERAL MEETINGS OF VISION BRAZIL GESTÃO DE INVESTIMENTOS E PARTICIPAÇÕES LTDA.

CHAPTER I
Definition and Purpose

Article 1

This Policy for the Exercise of Voting Right at General Meetings (“Voting Policy”), in conformity with the Auto-regulation Code of ANBIMA for Investment Funds and the guidelines issued by the Board of Auto-regulation of ANBIMA, directs the general principles, the mandatory relevant matters, the decision process and serves to guide VISION BRAZIL GESTÃO DE INVESTIMENTOS E PARTICIPAÇÕES LTDA.’s (the “MANAGER”) decisions at general meetings of the issuers of bonds and securities which grant voting right to the funds under MANAGER’s management.

CHAPTER II
General Principles

Article 2

MANAGER shall participate in all general meetings of the issuers of bonds and securities which grant voting right to the investment funds under its management, in the situations provided under their respective offering memorandums and whenever the agenda of the meeting includes mandatory relevant matters described in this Voting Policy.

First Paragraph- In the event the call notice does not present sufficient information, MANAGER shall use its best commercial efforts to obtain the necessary clarification directly with the issuers of the bonds and securities or with their representatives.

Second Paragraph- MANAGER’s presence in the general meetings is optional in the following cases:

I- if the agenda does not include mandatory relevant matters;

II- if the general meeting is held at a city outside of a State capital and it is impossible to cast a vote via distance communication;

III- if the cost to exercise the vote is not compatible with the stake held in the financial asset;

IV- if the total stake of the funds under management is lower than 5% (five percent) of the total voting percentage, provided that each fund does not hold more than 10% (ten percent) of its total portfolio in the specific financial asset;

V- if there is a conflict or potential conflict of interest in a relevant matter; or

VI- if the information and clarification obtained in accordance with the First Paragraph of this Article are not enough to exercise the vote.

Third Paragraph- This Voting Policy excludes:

I- exclusive and restricted investment funds, as per the ANBIMA type of the fund, as long as their respective offering memorandums contain an express provision in this regard;

II- financial assets of issuer domiciled outside of Brazil; and

III- Brazilian Depositary Receipts – BDR.

Article 3

When exercising voting rights, MANAGER shall act in accordance with the investment policy of the funds under its management, within the limits of its mandate, and, if applicable, in line with any voting instruction, refraining from voting in the event it identifies, prior to or during the general meeting, a conflict or potential conflict of interest in a relevant matter.

CHAPTER III
Mandatory Relevant Matters

Article 4

For the purposes of this Voting Policy, mandatory relevant matters are considered to be the following:

I- With respect to shares, its rights and consequences:

    a) election of the representatives of the minority partners in the Board of Directors, if applicable;
    b) approval of payment packages for the managers of the company if it includes stock options in-the-money (price to exercise the option is lower than the underlying stock, based on the date the meeting was called);
    c) acquisition, consolidation, merger, spin off, change of control, corporate reorganization, changes or conversions of shares and additional changes in the by-laws which may cause, if MANAGER so understands, a relevant impact in the price of the asset held by the Investment Fund; and
    d) other matters that may require a special treatment;

II- With respect to fixed or mixed income financial assets: changes in the payment terms or conditions, guarantees, early maturity, early redemption, repurchase and/or payment originally agreed for the transaction;

III- With respect to quotas of investment funds:

    a) changes in the investment policy that modify the fund’s CVM class or ANBIMA type;
    b) changes of manager or administrator to third parties who are not part of their conglomerate or financial group;
    c) increase in the management fee or creation of entrance/exit fees;
    d) changes in the redemption conditions;
    e) which result in the increase of the exit term;
    f) consolidation, merger or spin off that may cause changes to the conditions described above;
    g) liquidation of the Investment Fund; and
    h) shareholders’ general meeting in the events set forth in article 16 of CVM Instruction 409/04.
CHAPTER IV
Decision Process

Article 5

The MANAGER is the sole responsible for controlling and executing the Voting Policy.

Article 6

When becoming aware that a general meeting will take place, MANAGER shall request in writing to the administrator of the funds to prepare the appropriate mandate indicating the name and qualification of its representative(s), date, time, place and matters to be discussed and, if applicable, the voting instructions.

First Paragraph- MANAGER shall exercise its vote without being required to previously consult stakeholders or obtain a specific voting instruction, except as otherwise established in the funds’ offering memorandums.

Second Paragraph- MANAGER shall vote following its own convictions, on a grounded basis and in line with the funds’ investment objectives and always with the stakeholders’ interest in mind.

Third Paragraph- MANAGER shall make the accreditation of its representatives in the location of the general meeting in the manner established by the issuers of bonds and securities or by their representatives.

Fourth Paragraph- MANAGER shall request the mandate described in the lead paragraph of this Article with at least three (3) business days prior to the date of the general meeting.

Article 7

The entire content of the votes casted and the consequent results shall be informed by the MANAGER to the funds’ administrator within three (3) business days after the date of the meeting, using the appropriate format defined by the administrator.

Sole Paragraph- Communication in summary form to the stakeholders shall be made by the funds’ administrator through a note to be included in the report of the month immediately following the month of receipt of the communication from the MANAGER, indicating that the entire content of the votes and the results will be available on the funds administrator’s website at www.bnymellon.com.br/sf.

CHAPTER V
Miscellaneous

Article 8

This Voting Policy has been approved by the administrator of the funds under MANAGER’s management and is filed with ANBIMA where it is available for public consultation.

Article 9

Any doubts or questions arising from this Voting Policy shall by resolved by the MANAGER, at Rua Hungria, 514, 9th floor, Sao Paulo, SP, CEP 01455-000 or by phone (11) 3817 1600 or yet by the electronic mail address fundos@visionbrazil.com.

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