EX-4.1



 Exhibit 4.1 
 



 
 THE COMPANIES LAW (AS REVISED) 
COMPANY LIMITED BY
SHARES 
FOURTH AMENDED AND RESTATED 
MEMORANDUM 
AND 
ARTICLES OF ASSOCIATION 
OF 
NETSHOES (CAYMAN) LIMITED 
(adopted by Special Resolution passed on March 30, 2017 and effective on April12, 2017, the closing date of the Company’s initial public offering of Common Shares) 
Certified a true copy of the original 
Camp . i loor 4, Willow House, Cricket Square Grand
Cayman KYl-9010 Cayman Islands 
CampBells 
Floor 4, Willow House 
Cricket Square 
Grand Cayman KYI-9010 Cayman Islands 
Ref: ASC 







 



 
 THE COMPANIES LAW (AS REVISED) 
COMPANY LIMITED BY
SHARES 
FOURTH AMENDED AND RESTATED 
MEMORANDUM OF ASSOCIATION 
OF 
NETSHOES (CAYMAN) LIMITED 
(adopted by Special Resolution passed on March 30,2017 and effective on April12, 2017, 
the
closing date of the Company’s initial public offering of Common Shares) 
1.

The name ofthe Company is NETSHOES (CAYMAN) LIMITED. 
2. 
The registered office of the Company shall be at the offices of Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1­9010, Cayman
Islands, or at such other place in the Cayman Islands as the Directors may from time to time decide. 
3. 
The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided
by Section 7(4) ofthe Companies Law (as revised). 
4. 
The· Company
· shalh hav.e and b~’ capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27 (2) ofthe Companies Law (as revised). 
5. 
Nothing in the preceding paragraphs shall be deemed to permit the Company to carry on the
business of a bank or trust wmpany without being licensed in that behalf under the provisions of the Banks and Trust Companies Law (as revised), or to carry on insurance business from within the Cayman Islands or the business of an insurance
manager, agent, sub-agent or broker without being licensed in that behalf under the provisions of the Insurance Law (as revised), or to carry on the business of company management without being licensed in that behalf under the Companies Management
Law (as revised). 
6. 
The Company will not trade in the Cayman Islands with
any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands, but nothing in this paragraph shall be so construed as to prevent the Company effecting and concluding contracts in the
Cayman Islands and exercising in the Cayman Islands any of its power necessary for the carrying on of its business outside the Cayman Islands . 
7. 
The liability of each Member is limited to the amount, if any, unpaid on such Member’s shares. 







 



 
 8. 
The share capital of the Company is US$305,250
divided into 92,500,000 common shares of a nominal or par value of US$0.0033 (rounded to 4 decimal places) each with power for the Company, subject to the provisions of the Companies Law (as revised) and the Articles of Association, to redeem or
purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced, with or without any preference, priority or special privilege or
subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide, every issue of shares, whether stated to be ordinary, preference or otherwise, shall
be subject to the powers on the part of the Company hereinbefore provided. 
9.

The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to
be deregistered in the Cayman Islands. 
10. 
Capitalised terms that are not
defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company. 







 



 
 THE COMPANIES LAW (AS REVISED) 
COMPANY LIMITED BY
SHARES 
FOURTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION 
OF 
NETSHOES (CAYMAN) LIMITED 
(adopted by Special Resolution passed on March 30, 2017 and
effective on April12, 2017, 
the closing date of the Company’s initial public offering of Common Shares 
Preliminary 
1. 
The regulations contained in Table A in the First Schedule of the Law shall not apply to the Company and the following regulations shall be the Articles of Association of the
Company. 
2. 
In these Articles: 
(a) the following terms shall have the meanings set opposite if not inconsistent with the subject or context: 
shares are taken to be allotted when a person acquires “allotment” the unconditional right to be included in the Register of Members in respect of those shares;

“Articles” these articles of association of the Company as from time to time amended by Special Resolution; 
“Audit Committee” the audit committee of the Company formed by the Board pursuant to Article 102 hereof, or any successor of the audit committee; 
“Board” or “Board of means the board of directors ofthe Company; Directors”

“Class I” means the group of Directors that serves until the annual general meeting to be held in 2018 and for each successive three year term
thereafter; 
“Class II” means the group of Directors that serves until the annual general meeting to be held in 2019 and for each successive three year
term thereafter; 
“Class III” “clear days” 
“Clearing
House” 
“Company” “Company’s Web-site”

“Compensation Committee” 
“Designated Stock Exchange”

“Directors” 
“dividend” 
“electronic” 
“electronic 
communication” 
“electronic record’’ 







 



 
 successive three year term thereafter; 
in relation
to a period of notice means that period excluding both the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; 
a clearing house recognized by the laws of the jurisdiction in which shares in the capital of the Company (or depository receipts thereof) are listed or quoted on a stock exchange
or interdealer quotation system in such jurisdiction; 
the above named company;

means the website of the Company, its web-address or domain name; 
the
compensation committee of the Company formed by the Board pursuant to Article 102 hereof, or any successor of the compensation committee; 
the New York Stock
Exchange and any other stock exchange or interdealer quotation system on which shares in the capital of the Company are listed or quoted; 
means the Directors for
the time being of the Company or, as the case may be, those Directors assembled as a board or as a committee ofthe board; 
includes a distribution or interim
dividend or interim distribution; 
has the same meaning as in the Electronic Transactions Law (as revised); 
a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including SEC’s
website) or other electronic delivery methods as otherwise decided and approved by not less than two-thirds ofthe vote ofthe Board; 
has the same meanmg as m the
Electronic Transactions Law (as revised); 
Filed: 12-Apr-2017 16:23 EST 
Auth
Code: F64946468100 







 



 
 “electronic signature” 
“Equity
Securities” 
“Exchange Act” 
“executed” 
“holder” 
“Indemnified Person” 
“Independent Directors” 
“Islands” “Law” “Member”
“Memorandum” 
“month” 
“Nominating and Corporate
Governance Committee” 
“officer” 
“Ordinary
Resolution” 
has the same meanmg as m the Electronic 
Transactions Law (as
revised); 
shares and any securities convertible into or 
exchangeable or
exercisable for shares; 
the Securities Exchange Act of 1934, as amended;

means any mode of execution; 
in relation to any share, the Member whose name
is 
entered in the Register of Members as the holder of 
the share; 
means every Director, alternate Director, Secretary or 
other officer for the time being or
from time to time of the Company; 
means a Director who is an independent director as defined in any Designated Stock Exchange Rules or in Rule lOA-3 under the
Exchange Act, as the case may be; 
the British Overseas Territory ofthe Cayman Islands; 
the Companies Law (as revised); 
has the same meaning as in the Law; 
the memorandum of association of the Company as from time to time amended; 
a calendar month;

the nominating and corporate governance committee of the Company formed by the Board pursuant to Article 102 hereof, or any successor of the nominating and
corporate governance committee; 
includes a Director or a Secretary; 
a
resolution (i) of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or. on behalf of, the Members entitled to vote present in person or by proxy and voting at the meeting or (ii) approved in writing
by all of the Members entitled to vote at a general. meeting of the~~~~ 
Company in one or more ins~ents each signed 
Filed: /2-Apr-201716:23EST 
www.verifY.gov.ky File#: 254784 Auth Code: F64946468100 








 



 
 “Other Indemnitors” 
“paid up”

“Person” 
“Policy Agreement” 
“Register of Members” 
“Seal” 
“SEC” 
“Secretary” 
“Securities Act” 
“share” 
one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is
executed; 
means persons or entities other than the Company that may provide indemnification, advancement of expenses and/or insurance to the Indemnified Persons in
connection with such Indemnified Persons involvement in the management ofthe Company; 
means paid up as to the par value and any premium payable in respect of the
issue of any shares and includes credited as paid up; 
any individual, corporation, general or limited partnership, limited liability company, joint stock company,
joint venture, estate, trust, association, organization or any other entity or governmental entity; 
a policy agreement between the Company and International
Finance Corporation (“IFC”) dated March 20,2015, as amended on February 22, 2017. 
the register of Members required to be kept pursuant to the Law;

the common seal of the Company including every duplicate seal; 
the United
States Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; 
any
person appointed by the Directors to perform any of the duties of the secretary of the Company, including a joint, assistant or deputy secretary; 
means the
Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time; 
a share in the share capital of the Company, and includes stock (except where a distinction betwee shares and stock is expressed or implied) and incl 







 



 
 “signed” 
“Special Resolution”

“subsidiary” 
“Transfer” 
a fraction of a share; 
includes an electronic signature or a representation of a signature
affixed by mechanical means; 
a resolution (i) which has been passed by a majority of not less than two-thirds (or, in respect of any resolution to approve any
amendments to any provisions of these Articles that relate to or have an impact upon the procedures regarding the election, appointment, removal of Directors and/or the size of the Board, by 95%) of such Members as, being entitled to do so, vote in
person or by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the
Company in one or more instruments each signed by one or more of the Members and the effective date of the Special Resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;

a company is a subsidiary of another company if that other company: 
(i) holds
a majority ofthe voting rights in it; 
(ii) is a member of it and has the right to appoint or remove a majority of its board of directors; or 
(iii) is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it; or 
(iv) is a subsidiary of a company which is itself a 
subsidiary of that other company. For the
purpose of this definition the expression “company” includes any body corporate established in or outside of the Islands; 
with respect to any Equity
Securities of the Company, any sale, assignment, Lien, hypothecation, pledge, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers pursuant to
divorce or legal separation, transfers to 4~~ 







 



 
 levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary,
involuntarily or by operation of law, directly or indirectly (including the Transfer of a controlling interest in any entity the assets of which consist at least in part of Equity Securities). “transferor” and “transferee” have
meanings corresponding to the foregoing; 
“Treasury Share” means a Share held in the name of the Company as a treasury share in accordance with the Law;

“U.S. Person” means a Director who is citizen or resident of the United States of America. 
“written” and “in includes all modes of representing or reproducing

writing” words in visible form including in the form of an electronic record; 
(b) 
unless the context otherwise requires, words or expressions defined in the law shall have
the same meanings herein but excluding any statutory modification thereof not in force when these Articles become binding on the Company; 
(c) 
unless the context otherwise requires: 
(i) 
words importing the singular number shall include the plural number and vice-versa; 
(ii)

words importing the masculine gender only shall include the feminine gender; and 
(iii) words importing persons only shall include companies or associations or bodies ofperson whether incorporated or not; 
(d) 
the word “may” shall be construed as permissive and the word “shall”
shall be construed as imperative; 
(e) 
the headings herein are for convenience
only and shall not affect the construction ofthese Articles; 
(f) 
references
to statutes are, unless otherwise specified, references to statutes of the Islands and, subject to paragraph (b) above, include any statutory modification or re-enactment thereof for the time being in force; and 
(g) 
where an Ordinary Resolution is expressed to be required for . any purpose, a 
Special Resolution is also effective for that purpose. 







 



 
 Commencement of Business 
3. 
The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that only some of the shares may have been allotted.

4. 
The Directors may pay, out of the capital or any other monies of the
Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration. 
Situation of offices of the
Company 
5. 
(a) The registered office ofthe Company shall be at such address
in the Islands as the Directors shall from time to time determine. 
(b) The Company, in addition to its registered office, may establish and maintain such other
offices, places of business and agencies in the Islands and elsewhere as the Directors may from time to time determine. 
Shares 
6. (a) Subject to the rules of any Designated Stock Exchange and to the provisions, if any, in the Memorandum and these Articles, the Directors have general and unconditional
authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the capital ofthe Company without the approval of holders of Shares (whether forming part of the original or any increased share capital),
either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as
the Directors may decide, but so that no share shall be issued at a discount, except in accordance with the provisions of the Law. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by
resolution or resolutions from time to time and without the approval of holders of Shares the issuance of one or more classes or series of preferred Shares, to cause to be issued such preferred shares and to fix the designations, powers, preferences
and relative, participating, optional and other rights, if any, and the qualifications , limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights,
conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of Shares of any class or series
ofpreferred Shares then outstanding) to the extent permitted by Law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent
permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred Shares of any oth class or series. 







 



 
 (b) 
The Company shall not issue shares or warrants
to bearer. 
(c) 
Subject to the rules of any Designated Stock Exchange, the
Directors have general and unconditional authority to issue warrants or convertible securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of
the Company to such 
- 
persons, on such terms and conditions, and at such
times as the Directors may decide. 
(d) The Company may issue fractions of a share of any class and a fraction of a share 
shall be subject to and carry the corresponding fraction of liabilities (whether with 
respect
to nominal or par value, premium, contribution, calls or otherwise 
howsoever), limitations, preferences, privileges, qualifications, restrictions, rights

and other attributes of a whole share ofthat class of shares. 
7. 
The Company may, in so far as the Law permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, or
procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the capital of the Company. Such commissions may be satisfied by the payment of cash or the allotment of fully or partly paid up shares or partly in
one way and partly in the other. The Company may also , on any issue of shares, pay such brokerage fees as may be lawful. 
8. 
Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to
recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share (except only as by these Articles or by law otherwise provided) or any other rights in respect of any share except an absolute right to
the entirety thereof in the holder. 
9. 
(a) If at any time the share capital
is divided into different classes of shares, the rights attached to any class of shares (unless otherwise provided by these Articles or the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of
two-thirds of the issued shares . of that class or with the sanction . of a Special Resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting, the provisions of these Articles
relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be any one or more persons holding or representing by proxy not less than one-third of the iss ued shares of the class and that any holder of shares of
the class present in person or by proxy may demand a poll; 
(b) The rights conferred upon the holders of the shares of any class shall not, unless 
otherwise expressly provided by the terms of issue of the shares of that class, be 
deemed to
be varied by the creation or issue of further shares ranking pari passu 
therewith. 







 



 
 10. 
The Directors may accept contributions to the
capital of the Company otherwise than in consideration of the issue of shares and the amount of any such contribution shall, unless otherwise agreed at the time of such contribution is made, be treated as share premium and shall be subject to the
provisions of the Law and these Articles applicable to share premmm. 
Share Certificates 
11. 
A Member shall only be entitled to a share certificate if the Directors reso lve that
share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The
Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate.
All certificates surrendered to the Company for transfer shall be cancelled and subject to the Articles and no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and
cancelled. 
12. 
Every share certificate of the Company shall bear legends
required under the applicable laws, including the Securities Act. 
13. 
Ifa
share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors may determine
but otherwise free of.charge, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate. 
Lien 
14. 
The Company shall have a first and paramount lien on every share (not being a fully paid
share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The
Company’s lien on a share shall extend to any amount in respect of it. 
15.

The Company may sell in such manner as the Directors determine any shares on which the Company has a lien if a sum in respect of which the lien exists is presently
payable and is not paid within fourteen (14) clear days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice
is not complied with the shares may be sold. 
16. 
To give effect to a sale the
Directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title _of the transferee to the shares shall not be affected by any irregularity ~R at,
invalidity in the proceedings in reference to the sale. 
Filed: 12-Apr-2017 16:23 EST 
www.verify.gov.ky File#: 254784 A uth Code: F64946468100 







 



 
 17. The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien
exists as is presently payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale)
be paid to the person entitled to the shares at the date of the sale. 
Calls on shares and Forfeiture 
18. 
Subject to the terms of allotment, the Directors may make calls upon the Members in
respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each Member shall (subject to receiving at least fourteen (14) clear days’ notice specifying when and where payment is to be made) pay to the
Company as required by the notice the amount called on his shares. A call may be required to be paid by installments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or in part and payment of a call may be
postponed in whole or in part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. 
19. 
A call shall be deemed to have been made at the time when the resolution of the Directors
authorising the call was passed. 
20. 
The joint holders of a share shall be
jointly and severally liable to pay all calls in respect ofthe share. 
21. 
If
a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the
share or in the notice of the call or, if no rate is fixed, at an annual rate of ten percent (10%) but the Directors may waive payment ofthe interest wholly or in part. 
22. 
An amount payable in respect of a share on allotment or at any fixed date, whether in
respect of nominal value or premium or as an installment of a call, shall be deemed to be a call, and if it is not paid when due all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.

23. 
Subject to the terms of allotment, the Directors may make arrangements on
the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares. 
24. 
If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen (14) clear days’ notice requiring
payment of the amount unpaid, together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made
will be liable to be 
forfeited. 







 



 
 25. 
If the notice is not complied with any share
in respect ofwhich it was given may, before the payment is required by the notice has been made, be forfeited by a reso lution of the Directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares
and not paid before the forfeiture. 
26. 
Subject to the provisions of the Law,
a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors determine either to the person who was before the forfeiture the holder or to any other person, and at any time before a sale,
re-allotment or other disposition, the forfeiture may be canceled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited share is to be transferred to any person the Directors may authorize any person to execute
an instrument of transfer ofthe share to that person. 
27. 
A person any of
whose shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but shall remain liable to the Company for all moneys which at the date of
forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at an annual rate of ten percent
(10%) from the date of forfeiture until payment but the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

28. 
A statutory declaration by a Director or the Secretary that a share has
been forfe ited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary)
constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity ofthe
proceedings in reference to the forfeiture or disposal of the share. 
Transfer of Shares 
29. 
Subject to these Articles, any Member may transfer all or any of his shares by an
instrument of transfer in the usual or common form or in a form prescribed by any 
Designated Stock Exchange or in any other form approved by the Board and may be
under hand or, ifthe transferor or transferee is a Clearing House, by hand or by electronic machine imprinted signature or by such other manner of execution as the Board may approve from time to time . 
30. 
The instrument of transfer shall be executed by or on behalf of the transferor and the
transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to Article 29, the Board may also resolve, either
generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder ofthe share until the nam 
· of the transferee is entered in the Register of Members in respect thereof. Nothin 







 



 
 these Articles shall preclude the Board from recognizing a renunciation of the allotment or provisional allotment of any share by the
allottee in favour of some other person. 
31. (1) The Board may, in its absolute discretion, and without giving any reason therefore, refuse to register a transfer
of any share that is not a fully paid up share to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without
prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share that is not a fully paid up share on which the Company has a lien. 
(2) The Board may, in its absolute discretion, and without giving any reason therefore, determine that the Company shall maintain one or more branch registers of Members in
accordance with the Law. The Board may also, in its absolute discretion, and without giving any reason therefore, determine which register of Members shall constitute the principal register and which shall constitute the branch register or
registers, and to vary such determination from time to time. 
32. Without limiting the generality of Article 31, the Board may decline to recognise any instrument
oftransfer unless: 
(a) 
a fee of such maximum sum as any Designated Stock
Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof; 
(b) 
the instrument of transfer is in respect of only one class of shares; 
(c) 
the Shares are fully paid and free of any lien; 
(d) 
the instrument of transfer is lodged at the registered office or such other place at which the Register of Members is kept in accordance with the accompanied by any relevant share
certificate(s) and/or such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority ofthat person so
to do); and 
(e) 
if applicable, the instrument oftransfer is duly and properly
stamped. 
33. 
If the Directors refuse to register a transfer of a share, they
shall within one month after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal. 
34. 
The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of any Designated Stock Exchange, be suspended and the Register
of Members be closed at such times and for such periods (not exceeding in the 
· whole thirty (30) days in any year) as the Board may detennine. 







 



 
 35. The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the
Directors refuse to register shall be returned to the person lodging it when notice ofthe refusal is given. 
Transmission of Shares 
36. 
If a Member dies the survivor, or survivors where he was a joint holder, and his personal
representatives where he was a sole holder or the only survivor ofjoint holders shall be the only persons recognised by the Company as having any title to his interest; but nothing in the Articles shall release the estate of a deceased Member from
any liability in respect of any share which had been jointly held by him. 
37. A person becoming entitled to a share in consequence of the death or bankruptcy of a
Member may, upon such evidence being produced as the Directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give
notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the Articles relating to the transfer of shares shall apply to the notice or instrument
of transfer as if it were an instrument of transfer executed by the Member and the death or bankruptcy of the Member had not occurred. 
38. 
A person becoming entitled to a share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were the holder of the share,
except that he shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting ofthe holders of any class of shares in the Company. 
Changes of Capital 
39. (a) Subject to and in so far as permitted by the provisions of the Law,
the Company may from time to time by Ordinary Resolution alter or amend the Memorandum to: 
(i) 
increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe; 
(ii) 
consolidate and divide all or any of its share capital into shares of larger amounts than
its existing shares; 
(iii) convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination; 
(iv) 
sub-divide its existing shares, or any of them, into shares of smaller amounts than is
fixed by the Memorandum; and 







 



 
 (v) 
cancel any shares which, at the date of the
passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount ofthe shares so cancelled. 
(b) Except so far as otherwise provided by the conditions of issue, the new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer,
transmission, forfeiture and otherwise as the shares in the original share capital. 
40. 
Whenever as a result of a consolidation of shares any Members would become entitled to fractions of a share, the Directors may, on behalf of those Members, sell the shares
representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Law, the Company) and distribute the net proceeds of sale in due proportion among those Members, and the Directors may
authorize some person to execute an instrument of transfer of the shares to, or in accordance with the directions of the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares
be affected by any irregularity in or invalidity ofthe proceedings in reference to the sale. 
41. 
The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner and with, and subject to, any incident, consent, order or other
matter required by law. 
Redemption and Purchase of Own Shares 
42. 
Subject to the provisions ofthe Law and these Articles, the Company may: 
(a) 
issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may,
before the issue of shares, determine; 
(b) 
purchase its own shares (including
any redeemable shares) in such manner and on such terms as the Directors may determine and agree with the relevant Member; and 
(c) 
make a payment in respect ofthe redemption or purchase of its own shares in any manner authorised by the Law, including out of capital. 
43. 
The Directors may, when making a payment in respect of the redemption or purchase of
shares, if so authorized by the terms of issue of the shares (or otherwise by agreement with the holder of such shares) make such payment in cash or in specie (or partly in one and partly in the other). 
44 . · Upon the date of redemption or purchase of a share, the holder shall cease to be entitled 
.. to · any rights in respect thereof (excepting always the right to receive (i) the price therefore and (ii) any dividend which had been declared in respect thereof prior
to such 







 



 
 redemption or purchase being effected) and accordingly his name shall be removed from the Register ofMembers with respect thereto and
the share shall be cancelled. 
Treasury Shares 
45. 
The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share. 
46. 
The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on
such terms as they think proper (including, without limitation, for nil consideration). 
Register of Members 
47. The Company shall maintain or cause to be maintained an overseas or local Register of Members in accordance with the Law. 
48. 
The Directors may determine that the Company shall maintain one or more branch registers
of Members in accordance with the Law. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

Closing Register of Members or Fixing Record Date 
49. 
For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any
dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty (
40) clear days. If the Register shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members, the Register shall be so closed for at least ten (10) clear days
immediately preceding such meeting and the record date for such determination shall be the date ofthe closure of the Register. 
50. 
In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to
notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any dividend or other distribution, or in order to make a determination of Members for any
other purpose. 
51. 
If the Register of Members is not so closed and no record
date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a dividend or other distribution, the date on which notice of the meeting is sent or posted or the
date on which the resolution of the Directors resolving to pay such dividend or other distribution is passed, as the case m 
Filed: 12-Apr-2017 16:23 EST

www.verifYgov.ky File#: 254784 Auth Code: F64946468100 







 



 
 be, shall be the record date for such determination of Members. When a determination of 
Members entitled to vote at any meeting of Members has been made as provided in this 
Article,
such determination shall apply to any adjournment thereof. 
General Meetings

52. 
All general meetings other than annual general meetings shall be called
extraordinary general meetings and the Company shall specify the meeting as such in the notices calling it. 
53. 
An annual general meeting of the Company shall be held in each year (other than the year in which these Articles were adopted) at such time as determined by the Board and the
Company may, but shall not (unless required by the Law) be obliged to , in each year hold any other general meeting. The agenda of the annual general meeting shall include the adoption of the Company’s annual accounts, the appropriation of the
Company’s profits among other items included in the agenda by the Board. 
54. 
At these meetings the report of the Directors (if any) shall be presented and they shall take place in Sao Paulo, Brazil or in the United States. 
55. 
The Directors may, whenever they think fit, convene an extraordinary general meeting of
the Company, and they shall on a Members’ requisition in accordance with the Articles forthwith proceed to convene an extraordinary general meeting ofthe Company. 
56. 
A Members ‘ requisition is a requisition of Members holding at the date of deposit of
the requisition not less than one-third, in par value of the issued shares which as at that date carry the right to vote at general meetings of the Company. 
57.

The Members ‘ requisition must state the objects ofthe meeting and must be signed by the requisitionists and deposited at the registered office, and may
consist of several documents in like form each signed by one or more requisitionists. 
58. 
If there are no Directors as at the date of the deposit of the Members ‘ requisition or if the Directors do not within twenty-one days from the date of the deposit of the
Members ‘ requisition duly proceed to convene a general meeting to be held within a further twenty­one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may
themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period. 
59. 
A general meeting convened as aforesaid by requisitionists shall be convened in the same
manner as nearly as possible as that in which general meetings are to be convened by Directors. 
60. 
Notwithstanding any other provision of the Articles, the Members who requisition a 
meeting :








 



 
 a) May propose only Ordinary Resolutions to be considered and voted upon at such meeting; and 
b) Shall have no right to propo se any resolutions with respect to the election, appointment or removal of Directors or with respect to the size of the Board of Directors.

61. Save as set out in Articles 52 to 60, the Members have no right to propose resolutions to be considered or voted upon at annual general meetings or extrao
rdinary general meetings of the Company. 
Notice of General Meetings 
62. At
least ten (10) clear days’ notice specifying the place, the day and the hour of each general meeting and the general nature of such business to be transacted thereat shall be given in the manner hereinafter provided, or in such other manner (if
any) as may be prescribed by Ordinary Resolution, to such persons as are entitled to vote or may otherwise be entitled under these Articles to receive such notices from the Company; provided that a general meeting of the Company shall, whether or
not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed : 
(a) 
in the case of an annual general meeting, by all of the Members entitled to attend and
vote thereat; and 
(b) 
in the case of an extraordinary general meeting, by a
majority in number of the Members having a right to attend and vote at the meeting, together holding not less than 95%, in par value of the Shares giving that right.

63. The accidental omission to give notice of a general meeting to , or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that general meeting. 
Proceedings at General Meetings 
64. 
· No business shall be transacted at any meeting unless a quorum is present at the
time when the meeting proceeds to business. Members holding not less than an aggregate of one-third in. nominal value of the total issued voting shares in the Company entitled to vote upon the business to be transacted, shall be a quorum.

65. 
If a quorum is not present within half an hour from the time appointed
for the meeting to commence pr if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned and shall reconvene on the same day
in the next week at the same time 
and/or place or to such other day, time and/or place as the Directors may determine, anCl 







 



 
 if at the reconvened meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the
Members present shall be a quorum. 
66. 
If the Directors wish to make this
facility available for a specific general meeting or all general meetings of the Company, participation in any general meeting of the Company may be by means of a telephone or similar communication equipment by way of which all Persons participating
in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting. 
67. 
The chairman of the board of Directors or in his absence some other Director nominated by the Directors shall preside as chairman of the meeting, but if neither the chairman nor
such other Director (if any) is present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to be chairman and, if there is only one Director present and
willing to act, he shall be chairman. If no Director is willing to act as chairman, or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present in person or by proxy and entitled to vote
shall choose one of their number to be chairman. 
68. 
The order of business at
each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or
desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Company,
restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls. The chairman of the meeting shall announce at each such meeting the date and time of the opening and the closing
of the polls for each matter upon which the Members will vote at such meeting. 
69. 
A Director shall, notwithstanding that he is not a Member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares
in the Company. 
70. 
The chairman may, with the consent of any meeting at
which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business which might properly have been
transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven (7) clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general
nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice. 
71. 
At each meeting of the Members, all corporate actions, including the election of Directors, to be taken by vote of the Members (except as otherwise required by applicable law and
except as otherwise provided in these Articles) shall be authorised b::;:::; 
Ordinary Resolution. Where a separate vote by a class or classes or series is
required, 







 



 
 affirmative vote of the majority of Shares of such class or classes or series present in 
person or represented by proxy at the meeting shall be the act of such class or series 
(unless
provided otherwise in the resolutions providing for the issuance of such series). 
72. 
At any general meeting a resolution put to the vote of the meeting shall be decided on a poll.

73. 
A poll shall be taken in such manner as the chairman directs and he may
appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 
74. 
In the case of equality of votes, the chairman shall be entitled to a casting vote in
addition to any other vote he may have. 
75. 
Any action required or permitted
to be taken at any annual or extraordinary general meetings of the Company may be taken only upon the vote of the Members at an annual or extraordinary general meeting duly noticed and convened in accordance with these Articles and the Law and may
not be taken by written resolution of the Members. 
76. 
Iffor so long as the
Company has only one Member: 
(a) 
in relation to a general meeting, the sole
Member or a proxy for that Member or (if the Member is a corporation) a duly authorized representative of that Member is a quorum and Article 64 is modified accordingly; 
(b) 
the sole Member may agree that any general meeting be called by shorter notice than that
provided for by the Articles; and 
(c) 
all other provisions of the Articles
apply with any necessary modification (unless the provision expressly provides otherwise). 
Votes of Members 
77. 
Subject to any rights or restrictions attached to any shares, every Member who (being an
individual) is present in person or by proxy or (being a corporation) is present by a duly authorized representative not being himself a Member entitled to vote, shall have one vote, and on a poll every Member and every person representing a Member
by proxy shall have one vote for every share of which he is the holder. 
78.

In the case ofjoint holders, the vote ofthe senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders; and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. 
79. 
A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere) in matters concerning mental disorder may vote, his
receiver, curator bonis or other person authorized in that be~alf appointed by 







 



 
 court, and any such receiver, curator bonis or other person may vote by proxy. Evidence to the satisfaction of the Directors of the
authority of the person claiming to exercise the right to vote shall be received at the registered office of the Company, or at such other place as is specified in accordance with the Articles for the deposit or delivery of forms of appointment of a
proxy, or in any other manner specified in the Articles for the appointment of a proxy, not less than forty-eight eight hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in
default the right to vote shall not be exercisable. 
80. 
No Member shall,
unless the Directors otherwise determine, be entitled to vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy, in respect of any share held by him unless all moneys
presently payable by him in respect ofthat share have been paid. 
81. 
No
objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be
referred to the chairman whose decision shall be final and conclusive. 
82.

Votes may be given either personally or by proxy. Deposit or delivery of a form of appointment of a proxy does not preclude a Member from attending and voting at
the meeting or at any adjournment of it. 
83. A Member entitled to more than one vote need not, if he votes, use all his votes or cast all votes he uses the same
way. 
84. 
Subject as set out herein, an instrument appointing a proxy shall be
in writing in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the appointor save that, subject to the Law, the Directors may accept the appointment of a proxy received in an electronic
communication at an address specified for such purpose, on such terms and subject to such conditions as they consider fit. The Directors may require the production of any evidence which they consider necessary to determine the validity of any
appointment pursuant to this Article. 
85. 
The form of appointment of a proxy
and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Directors may: 
(a) 
in the case of an instrument in writing, be left at or sent by post to the registered office ofthe Company or such other place within the Islands as is specified in the notice
convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment ofproxy
proposes to vote; 
(b) 







 



 
 (i) 
in the notice convening the meeting; or

(ii) 
in any form of appointment of a proxy sent out by the Company in
relation to the meeting; or 
(iii) in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting;

be received at such address at any time before the time for holding the meeting or 
adjourned meeting at which the person named in the form of appointment of 
proxy proposes to
vote; 
(c) 
in the case of a poll taken more than forty-eight eight hours after
it is demanded, be deposited or delivered as required by paragraphs (a) or (b) ofthis Article after the poll has been demanded and at any time before the time appointed for the taking ofthe poll; or 
(d) 
where the poll is taken immediately but is taken not more than forty-eight eight hours
after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any Director; 
and a form of appointment
of proxy which is not deposited or delivered in accordance with this Article is invalid. 
86. 
Any corporation or other non-natural person which is a Member of the Company may in accordance with its constitutional documents, or in the absence of such provision by resolution
of its directors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorized shall be entitled to exercise the same powers on
behalf of the corporation which he represents as the corporation could exercise if it were an individual Member. 
87. 
A vote or poll demanded by proxy or by the duly authorized representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person
voting or demanding a poll unless notice of the determination was received by the Company at the registered office of the Company or, in the case of a proxy, any other place specified for delivery or receipt of the form of appointment of proxy or,
where the appointment of a proxy was contained in an electronic communication, at the address at which the form of appointment was received, before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded
or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. 
88. 
The Board shall consist of such number of Directors as a majority of the Directors then in

Number of Directors 
office may determine from time to time, provided that,
unless otherwise determined m 







 



 
 the Members in a general meeting acting by Special Resolution, the Board shall consist 
of not less than four (4) Directors, and subject always to the rights (if any) of the holders

of preferred shares (if any) to elect additional directors under specified circumstances. 
89. 
The Board of Directors shall have a chairman of the Board of Directors elected and
appointed by a majority of the Directors then in office. The Directors may also elect a vice-chairman of the Board of Directors. The period for which the chairman and the vice-chairman shall hold office shall also be determined by a majority of all
of the Directors then in office. The chairman of the Board of Directors shall preside as chairman at every meeting of the Board of Directors. To the extent the chairman of the Board of Directors is not present at a meeting of the Board of Directors,
the vice-chairman of the Board of Directors (if any), or in his absence, the attending Directors may choose one Director to be the chairman of the meeting. Observed Article 122 below, the chairman of the Board of Directors’ voting rights as to
the matters to be decided by the Board of Directors shall be the same as other Directors. 
90. 
The Board may, from time to time, and except as required by applicable law or the listing rules of any Designated Stock Exchange, adopt, institute, amend, modify or revoke the
corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time. 
Alternate Directors 
91. 
Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove
from office an alternate Director so appointed by him. 
92. 
An alternate
Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not
personally present, to sign any written resolution of the Directors, and generally to perform all the functions ofhis appointor as a Director in his absence. 
93.

An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director. 
94. 
Any appointment or removal of an alternate Director shall be by notice to the Company
signed by the Director making or revoking the appointment or in any other manner approved by the Directors. 
95. 
Subject to the provisions of the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and
shall not be deemed to be the agent ofthe Director appointing him. 







 



 
 Proxy Directors 
96. (a) A Director but not an
alternate Director may be represented at any meetings ofthe Board of Directors by a proxy appointed by him in which event the presence or vote ofthe proxy shall for all purposes be deemed to be that ofthe Director. 
(b) The provisions of Articles 82 to appointment ofproxies by Directors. 87 shall mutatis mutandis apply to the 
Any person appointed as a proxy pursuant to paragraph (a) above shall be the agent ofthe Director, and not an officer of the Company. 
Powers of Directors 
97. Subject to the provisions of the Law, the Memorandum and the Articles,
and to any directions given by Ordinary Resolution and the listing rules of any Designated Stock Exchange, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum
or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any
special power given to the Directors by the Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

98. The Board may exercise all the powers of the Company to raise capital or borrow money and to mortgage or charge all or any part of the undertaking, property
and assets (present and future) and uncalled capital of the Company and, subject to the Law, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any
third party. 
Delegation of Directors’ Powers 
99. Subject to these
Articles, the Directors may from time to time appoint any Person, whether or not a director of the Company, to hold such office in the Company as the Directors may think necessary for the administration of the Company, including without prejudice to
the foregoing generality, the office of the chief executive officer, chief operating officer and chief financial officer, one or more vice presidents, managers or controllers, and for such term and at such remuneration (whether by way of salary or
commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. 
100. The
Directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers. 
101. 







 



 
 limitation, an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee), consisting of one or more
Directors. They may also delegate to any managing Director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the
Directors may impose, and either collaterally with or to the exclusion of its own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more Members shall be governed by the provisions of
the Articles regulating the proceedings of Directors so far as they are capable of applying. Where a provision of the Articles refers to the exercise of a power, authority or discretion by the Directors and that power, authority or discretion has
been delegated by the Directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.

102. The Board may establish an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee and, if such committees are
established, it shall adopt formal written charters for such committees and review and assess the adequacy of such formal written charters on an annual basis. Each of these committees shall be empowered to do all things necessary to exercise the
rights of such committee set forth in these Articles and shall have such powers as the Board may delegate pursuant to Article 101. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, if
established, shall consist of such number of directors as the Board shall from time to time determine (or such minimum number as may be required from time to time by any Designated Stock Exchange). For so long as any class of Shares are listed on a
Designated Stock Exchange, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee shall be made up of such number of Independent Directors as required from time to time by any Designated Stock Exchange
Rules or otherwise required by applicable law. 
Appointment, Disqualification and Removal of Directors 
103. The Board shall be divided into three classes designated as Class I, Class II and Class III, respectively, with as nearly equal a number of Directors in each group as
possible. Director nominees shall be elected by an Ordinary Resolution of Shareholders in accordance with these Articles at each annual general meeting of the Company to fill the seats of those Directors whose terms expire at such annual general
meeting, and the persons to stand for election at each annual general meeting of the Company shall be nominated by our Board, after consultation with the Nominating and Corporate Governance Committee (if such committee is established). At the annual
general meeting of our Members to be held in 2018, the term of office of the Class I Directors will expire and Class I Directors will be elected for a full term of three years. At the annual general meeting of our Members to be held in 2019, the
term of office of the Class II Directors will expire and Class II Directors will be elected for a full term of three years. At the annual general meeting of our Members to be held in 2020, the term of office of the Class 
III Directors will expire and Class III Directors will be elected for a full term of thr

Filed: 12-Apr-2017 16:23 EST 







 



 
 years. At each succeeding annual general meeting of our Members, Directors will be elected for a full term of three years to succeed the
Directors of the class whose terms expire at such annual general meeting. Marcio Kumruian and Francisco Alvarez­Demalde shall be the initial Class I Directors, Frederico Brito e Abreu and Ricardo Knoepfelmacher shall be the initial Class II
Directors and Nilesh Lakhani shall be the initial Class III Director. 
104. Each Director shall hold office until his successor is duly elected or appointed or his
earlier resignation or removal notwithstanding any agreement between the Company and such Director. Directors are eligible for re-election. 
105. Subject to Article
111, any vacancies on the Board arising other than upon the expiry of a Director’s term at an annual general meeting can be filled only by the affirmative vote of a simple majority of the remaining Directors holding office (notwithstanding that
the remaining Directors may constitute less than a quorum) appointing an interim Director to fill such vacancy until the next annual general meeting of Shareholders. Additions to the existing Board can be filled only by the affirmative vote of a
simple majority of the remaining Directors holding office (notwithstanding that the remaining Directors may constitute less than a quorum). 
106. Members do not
have the right to nominate, elect or remove Directors, or to fill any Board vacancies arising other than upon the expiry of a Director’s term at an annual general meeting pursuant to Article 1 03. 
107. There is no age limit for Directors ofthe Company. 
108. No shareholding qualification
shall be required for a Director. A Director who is not a Member shall nevertheless be entitled to receive notice of and to attend and speak at general meetings of the Company. 
109. The Board must at all times comply with the residency and citizenship requirements of U.S. securities laws applicable to foreign private issuers and shall at no time have a
majority of Directors who are U.S. Persons. Notwithstanding any other provision in these Articles, no appointment or election of a U.S. Person as a Director shall be permitted if such appointment or election would have the effect of creating a
majority of Directors who are U.S. Persons, and any such appointment or election shall be disregarded for all purposes. 
110. The office of a Director shall be
vacated if: 
(a) he becomes prohibited by law from being a Director; 
(b) he
becomes bankrupt or makes any arrangement or composition with his creditors generally; 
(c) he dies, or is, in the opinion of all his co-Directors, incapable by
reason of mental disorder of discharging his duties as Director; 







 



 
 (d) he resigned his office by notice to the Company;

(e) he has for more than six months been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve
that his office be vacated; 
111. In the event of a vacancy, a replacement Director shall be nominated by a simple majority of the remaining Directors holding
office, or if a Nominating and Corporate Governance Committee has been established, by such committee, upon which the remaining Directors holding office may elect and appoint any such nominee as an interim Director pursuant to Article 105.

Remuneration of Directors 
112. The Directors shall be entitled to such
remuneration as the Board may determine and, unless otherwise determined, the remuneration shall be deemed to accrue from day to day. If established, the Compensation Committee will assist the Board in reviewing and approving compensation decisions.

113. A Director who, at the request of the Directors, goes or resides outside of the Islands, makes a special journey or performs a special service on behalf of
the Company may be paid such reasonable additional remuneration (whether by way of salary, percentage of profits or otherwise) and expenses as the Directors may decide. 
Directors’ Expenses 
114. The Directors may be paid all traveling, hotel and other
expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings ofthe holders of any class of shares or of debentures of the Company or otherwise in
connection with the discharge of their duties. 
Directors’ Appointments and Interests 
115. The Directors may appoint one or more oftheir body to the office of managing Director or to any other executive office under the Company, and the Company may enter into an
agreement or arrangement with any Director for his/her employment, subject to applicable law and any listing rules of the SEC or any Designated Stock Exchange, or for the provision by him of any services outside the scope of the ordinary duties of a
Director. Any such appointment, agreement or arrangement may be made upon such terms as the Directors determine and they may remunerate any such Director for his services as they think fit. Any appointment of a Director to an executive office shall
terminate automatically if he ceases to be a Director but without prejudice to any claim to damages for breach of the contract of service between the Director and the Company. 







 



 
 116. Subject to the Law and listing rules of any Designated Stock Exchange, if he has disclosed to the Directors the nature and extent
of any material interest of his, a Director notwithstanding his office: 
(a)

may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested; 
(b) 
may be a Director or other officer of, or employed by, or a party to any transaction or
arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and 
(c) 
shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or
from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

117. For the purposes ofthe preceding Article: 
(a) 
a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement
in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction ofthe nature and extent so specified; and 
(b) 
an interest of which a Director has no knowledge and of which it is unreasonable to expect
him to have knowledge shall not be treated as an interest ofhis. 
118. 
A
Director must disclose any material interest pursuant to the Articles, and such Director may not vote at any meeting ofDirectors or of a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly, an
interest or duty. The Director shall be counted in the quorum present at a meeting when any such resolution is under consideration and such resolution may be passed by a majority of the disinterested Directors present at the meeting even if such
disinterested Directors together constitute less than a quorum. 
119.

Notwithstanding the foregoing, no “Independent Director” as defmed in the rules of any Designated Stock Exchange or in Rule 10A-3 under the Exchange Act,
and with respect of whom the Board has detetmined constitutes an “Independent Director” for purposes of compliance with applicable law or the Company’s listing requirements, shall without the consent ofthe Audit Committee take any of
the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director” ofthe Company.

Filed: 12-Apr-2017 16:23 EST www.verify.gov.ky File#: 254784 Auth Code: F64946468100 







 



 
 Directors’ Gratuities and Pensions 
120. The
Directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any existing Director or any Director who has held but no longer holds any executive office or employment with the Company or with any
body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on
him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit. 
Proceedings of Directors 
121. 
The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be equal to a majority of the Directors then holding office
ifthere are two or more Directors, and shall be one if there is only one Director. A person who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director
shall, if his appointor is not present, count twice towards the quorum. 
122.

Subject to the provisions of the Articles, the Directors may regulate their proceedings as they determine is appropriate. Questions arising at any meeting shall be
decided by a majority of votes. In the case of an equality ofvotes, the chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence ofhis appointor to a separate vote on behalf ofhis
appointor in addition to his own vote. 
123. 
Meetings ofthe Directors shall be
held at least once every calendar quarter and shall take place either in Sao Paulo, Brazil or in the United States or elsewhere previously agreed among the Directors. A person may participate in a meeting of the Directors or any committee of
Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as
presence in person at that meeting and is counted in a quorum and entitled to vote. 
124. 
A resolution in writing (in one or more counterparts) signed by all the Directors or all the members ofa committee ofthe Directors (an alternate Director being entitled to sign
such a resolution on behalf of his appointor and if such alternate Director is also a Director, being entitled to sign such resolution both on behalf of his appointer and in his capacity as a Director) shall be as valid and effectual as if it had
been passed at a meeting of the Directors, or committee ofDirectors as the case may be, duly convened and held. 
125 . A Director or alternate Director may, or
other officer of the Company on the direction of a Director or alternate Director shall, call a meeting of the Directors by at least ten (1 0) clear days’ notice in writing to every Director and alternate Director which notice shall set forth
the general nature ofthe business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held. To an 







 



 
 such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the
Members shall apply mutatis mutandis. 
126. The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in
their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors
to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose. 
127. The Directors may elect a chairman of their
board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within thirty minutes after the time appointed for the meeting to commence, the Directors present may
choose one oftheir number to be chairman ofthe meeting. 
128. All acts done by any meeting of the Directors or of a committee of the Directors (including any person
acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their
office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the case may
be. 
129. A Director who is present at a meeting of the Directors at which action on any Company matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent
by registered mail to the Company immediately after the conclusion of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action. 
Secretary and other officers 
130. The Directors may by resolution appoint a Secretary and may
by resolution also appoint such other officers as may from time to time be required upon such terms as the duration of office, remuneration and otherwise as they may think fit. Such Secretary or other officers need not be Directors and in the case
of the other officers may be ascribed such titles as the Directors may decide. The Directors may by resolution remove any Secretary or other officer appointed pursuant to this Article. 
Minutes 
131. The Directors shall cause minutes to be made in books kept for the purposes of
recording: 
(a) all appointments of officers made by the Directors; and 







 



 
 (b) all resolutions and proceedings of meetings of the Company, of the holders of any class of shares in the Company, and of the
Directors, and of committees of Directors, including the names ofthe Directors present at each such meeting. 
Seal 
132. (a) The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of Directors authorised by the
Directors. The Directors may determine who shall sign any instrument to which the Seal is affixed, and unless otherwise so determined every such instrument shall be signed by a Director and by the Secretary or by a second Director. 
(b) 
The Company may have for use in any p lace or places outside the Islands a duplicate Seal
or Seals, each of which shall be a reproduction of the Seal of the Company and, ifthe Directors so determine, shall have added on its face the name of every place where it is to be used. 
(c) 
The Directors may by resolution determine (i) that any signature required by this Article
need not be manual, but may be affixed by some other method or system of reproduction or mechanical or electronic signature and/or; (ii) that any document may bear a printed reproduction of the Seal in lieu of affixing the Seal thereto. 
(d) 
No document or deed otherwise duly executed and delivered by or on behalf of the Company
shall be regarded as invalid merely because at the date of the delivery of the deed or document, the Director, Secretary or other officer or person who shall have executed the same or affixed the Seal thereto, as the case may be, for and on behalf
of the Company shall have ceased to hold such office and authority on behalf ofthe Company. 
Dividends 
133. 
Subject to the provisions of the Law, the Company may by Ordinary Resolution declare
dividends (including interim dividends) in accordance with the respective rights of the Members, but no dividend shall exceed the amount recommended by the Directors. 
134. 
Subject to the provisions of the Law, the Directors may declare dividends in accordance
with the respective rights of the Members and authorize payment of the same out of the funds of the Company lawfully available therefore. If at any time the share capital is divided into different classes of shares the Directors may pay dividends on
shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no dividend shall be paid on shares carrying deferred or non-preferred rights if, at
the time of payment, any preferential dividend is in arrears. The Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears that there are sufficient funds the Company lawfully available for distri~ution
to justify the payment. Provided 







 



 
 Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they
may suffer by the lawful payment of a dividend on any shares having deferred or non-preferred rights. 
13 5. The Directors may, before recommending or declaring any
dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalising dividends or
for any other purpose to which those funds may be properly app lied and pending such app lication may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares in the capital of
the Company) as the Directors may from time to time think fit. 
136. Except as otherwise provided by the rights attached to shares, all dividends shall be declared
and paid according to the amounts paid up on the shares on which the dividend is paid. All dividends shall be paid in proportion to the number of shares a Member holds during any portion or portions of the period in respect of which the dividend is
paid; but, if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.

137. The Directors may deduct from a dividend or other amounts payable to a person in respect of a share any amounts due from him to the Company on account of a
call or otherwise in relation to a share. 
138. Any Ordinary Reso lution, or Directors’ resolution declaring a dividend may direct that it shall be satisfied
wholly or partly by the distribution of assets and, where any difficulty arises in regard to such distribution, the Directors may settle the same and in particular may issue fractional certificates and fix the value for distribution of any assets
and may determine that cash shall be paid to any Member upon the footing of the value so fixed in order to adjust the rights of Members and may vest any assets in trustees. 
139. Any dividend or other moneys payable on or in respect of a share may be paid by cheque sent by post to the registered address of the person entitled or, if two or more persons
are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder, to the registered address of that one of those persons who is first named in the Register of Members or to such person and to such address
as the person or persons entitled may in writing direct. Subject to any app licable law or regulations, every cheque shall be made payable to the order of the person or persons entitled or to such other person as the person or persons entitled may
in writing direct and payment of the cheque shall be a good discharge to the Company. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share.

140. No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the
share. 







 



 
 141. 
Any dividend which has remained unclaimed for
six years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company. 
Accounting
Records and Audit 
142. 
The books of account relating to the Company’s
affairs shall be kept in such manner as may be determined from time to time by the Directors. The books of account shall be kept at the registered office, or at such other place or places as the Directors think fit, and shall always be open to the
inspection of the Directors. 
143. 
The Directors may from time to time
determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being
a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by applicable law, listing rules of any Designated Stock Exchange, the Policy Agreement or authorized by the Directors or by Ordinary
Resolution. 
144. 
Subject to Article 143, a printed copy of the
Directors’ report, accompanied by the consolidated statements of fmancial position, profit or loss, comprehensive income (loss), cash flows and changes in shareholders’ equity, including every docutnent required by the Law to be annexed
thereto, made up to the end of the applicable fmancial year, shall be sent to each person entitled thereto at least ten (1 0) days before the date of the general meeting and laid before the Company at the annual general meeting held in accordance
with Article 53 provided that this Article 144 shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares. 
145. 
The requirement to send to a person referred to in Article 144 the documents referred to
in that Article shall be deemed satisfied where, in accordance with all applicable laws, rules and regulations, including, without limitation, the rules of any Designated Stock Exchange, the Company publishes copies of the documents referred to in
Article 144 on the Company’s Web -sites, transmits it to SEC’s website or in any other permitted manner (including by sending any other form of electronic communication), and that person has agreed or is deemed by the Company to have
agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obl igation to send to him a copy of such documents.

146. 
Respected Article 147 below, subject to the applicable law and rules of
any Designated Stock Exchange, the accounts relating to the Company’s affairs shall be audited in such manner as may be determined from time to time by the Company by Ordinary Resolution or failing any such determination by the Directors or fai
ling any determination as aforesaid shall not be audited. 







 



 
 resolution of the Audit Committee (or the Board, as applicable) and shall fix his or their remuneration. 
148. Every auditor of the Company shall have a right of access at all times to the books and accounts of the Company and shall be entitled to require from the Directors and
officers of the Company such information and explanation as may be necessary for the performance ofthe duties ofthe auditors. 
Capitalisation of Profits 
149. The Directors may: 
(a) 
subject as provided in this Article, resolve to capitalize any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available
for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve; 
(b) 
appropriate the sum resolved to be capitalised to the Members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply
such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such
sum, and allot the shares or debentures credited as fully paid to those Members, or as they may direct, in those proportions, or partly in one way and partly in the other; 
(c) 
resolve that any shares so allotted to any Member in respect of a holding by him of any
partly-paid shares rank for dividend, so long as such shares remain partly paid, only to the extent that such partly paid shares rank for dividend; 
(d) 
make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under
this Article in fractions; and 
(e) 
authorize any person to enter on behalf of
all the Members concerned into an agreement with the Company providing for the allotment of them respectively, credited as fully paid, of any shares or debentures to which they may be entitled upon such capitalization, any agreement made under such
authority being binding on all such Members. 
Share Premium Account 
150. The
Directors shall in accordance with Section 34 of the Law establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share or capital
contributed as described in Article 10. 







 



 
 151. There shall be debited to any share premium account: 
(a) on the redemption or purchase of a share the difference between the nominal value of such share and the redemption or purchase price provided always that at the discretion of
the Directors such sum may be paid out of the profits of the Company or, ifpermitted by Section 37 ofthe Law, out ofcapital; and 
(b) any other amounts paid out of
any share premium account as permitted by Section 34 ofthe Law. 
Notices 
152.
Except as otherwise provided in these Articles, and subject to the rules of any Designated Stock Exchanges, any notice or document may be served by the Company or by the Person entitled to give notice to any Member either personally, or by posting
it airmail or air courier service in a prepaid letter addressed to such Member at his address as appearing in the Register, or by electronic mail to any electronic mai l address such Member may have specified in writing for the purpose of such
service of notices, or by advertisement in appropriate newspapers in accordance with the requirements of any Designated Stock Exchange, or by facsimile or by placing it on the Company’s Website. In the case ofjoint holders of a Share, all
notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders. 
153. Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail. 
154. Any notice or other document, if served by: 
(a) post, shall be deemed to have been served
five days after the time when the letter containing the same is posted; 
(b) facsimile, shall be deemed to have been served upon production by the transmitting
facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number ofthe recipient; 
(c) recognized courier service, shall be
deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; 
(d) electronic mail, shall be deemed to
have been served immediately upon the time ofthe transmission by electronic mail; or 
(e) placing it on the Company’s Website, shall be deemed to have been
served one (1) hour after the notice or document is placed on the Company’s Website. 







 



 
 155. 
A Member present, either in person or by
proxy, at any meeting of the Company or ofthe holders of any class of shares in the Company shall be deemed to have received notice of the meeting, and, where requisite, ofthe purpose for which it was called. 
156. 
Any notice or document delivered or sent by post to or left at the registered address of
any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any
Share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register as the holder of the Share, and such service shall for all purposes
be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share. 
157.

Notice of every general meeting of the Company shall be given to: 
(a)

all Members holding Shares with the right to receive notice and who have supplied to the Company an address, facsimile number or email address for the giving of
notices to them; and 
(b) 
every Person entitled to a Share in consequence of
the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice ofthe meeting. 
No other Person shall be entitled to
receive notices of general meetings. 
Winding Up 
158. 
If the Company is wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law, divide among the Members in specie the whole
or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the
whole or any part of the assets in trustees upon such trusts for the benefit of the Members as he with the like sanction determines, but no Member shall be compelled to accept any assets upon which there is a liability. 
159. 
If the Company shall be wound up and the assets available for distribution amongst the
Members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have
been paid up, at the commencement of the winding up, on the shares held by them respectively. And if in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at
the commencement of the winding up, the excess shall be distributed pari passu amongst the Members in proportion to the capital paid up at the commencement of the winding up on the shares held by them 







 



 
 respectively. This Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

Indemnity 
160. (a) Every Indemnified Person for the time being and from time
to time of the Company and the personal representatives of the same shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages, liabilities,
judgments, fmes, settlements and other amounts (including reasonable attorneys’ fees and expenses and amounts paid in settlement and costs of investigation (collectively “Losses”) incurred or sustained by him otherwise than by reason
of his own dishonesty in or about the conduct of the Company’s business or affairs (including as a result of any mistake ofjudgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice
to the generality of the foregoing, any Losses incurred by him in defending or investigating (whether successfully or otherwise) any civi l, criminal, investigative and administrative proceedings concerning or in any way related to the Company or
its affairs in any court whether in the Islands or elsewhere. Such Losses incurred in defending or investigating any such proceeding shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of
the Indemnified Person to repay such amounts if it is ultimately determined by a non-appealable order of a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder with respect thereto. 
(b) 
No such Indemnified Person of the Company and the personal representatives of the same
shall be liable (i) for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company or (ii) by reason of his having joined in any receipt for money not received by him personally or in any other act
to which he was not a direct party for conformity or (iii) for any loss on account of defect of title to any property of the Company or (iv) on account ofthe insufficiency of any security in or upon which any money of the Company shall be invested
or (v) for any loss incurred through any bank, broker or other agent or any other party with whom any of the Company’s property may be deposited or 
(vi) for
any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge ofthe duties, powers, authorities or discretions of his office or in relation thereto or (vii) for any loss occasioned by any negligence, default,
breach of duty, breach of trust, error of judgement or oversight on such Person’s part, unless he has acted dishonestly, with willful default or through fraud.

(c) 
The Company hereby acknowledges that certain Indemnified Persons may have
certain rights to indemnification, advancement of expenses and/or insurance from or against (other than directors’ and officers’ or similar insurance obtained or maintained by or on behalf of the Company or any of its subsidiaries,
including any such insurance obtained or maintained pursuant to Article 161 hereof) the Other Indemnitors. The Company hereby agrees (i) that it is the indemnitor -.R::!~~;,... first resort (i.e., its obligations to an Indemnified Person are primary
and 
Filed: 12-Apr-2017 16:23 EST 
www.verify.gov.ky File#: 254784 Auth Code:
F64946468100 







 



 
 obligation of the Other Indemnitors to advance expenses or to provide 
indemnification for the same expenses or liabilities incurred by such Indemnified 
Person are
secondary), (ii) that it shall be required to advance the full amount of 
expenses incurred by an Indemnified Person and shall be liable for the full 
amount of all Losses to the extent legally permitted and as required by the terms 
of these
Articles (or any other agreement between the Company and an 
Indemnified Person), without regard to any rights an Indemnified Person may 
have against the Other Indemnitors, and (iii) that it irrevocably waives , 
relinquishes and
releases the Other Indemnitors from any and all claims against 
the Other Indemnitors for contribution, subrogation or any other recovery of any 
kind in respect thereof. The Company further agrees that no advancement or 
payment by the
Other Indemnitors on behalf of an Indemnified Person with 
respect to any claim for which such Indemnified Person has sought 
indemnification from the Company shall affect the foregoing and respected 
Article 164 below,
the Other Indemnitors shall have a right of contribution and/or 
be subrogated to the extent of such advancement or payment to all of the rights of 
recovery of such Indemnified Person against the Company. For the avoidance of 
doubt, no Person
or entity providing Directors’ or officers ‘ or similar insurance 
obtained or maintained by or on behalf of the Company or any of its subsidiaries,

including any Person providing such insurance obtained or maintained pursuant to 
Article 161 hereof shall be an Other Indemnitor. 
161. The Directors may exercise all the power
of the Company to purchase and maintain insurance for the benefit of a Person who is or was (whether or not the Company would have the power to indemnify such Person against such liability under the provisions of Article 160 or under applicable
law): 
(a) 
a Director, alternate Director, Secretary or auditor of the Company
or of a company which is or was a subsidiary undertaking of the Company or in which the Company has or had an interest (whether direct or indirect) ; or 
(b)

the trustee of a retirement benefits scheme or other trust in which a person referred to in the preceding paragraph is or has been interested, 
indemnifying him against any liability which may lawfully be insured against by the Company.

Financial Year 
162. Unless the Directors otherwise prescribe, the financial
year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January each year. 







 



 
 Amendment of Memorandum and Articles 
163. (a)
Subject to the Law, the Company may by Special Resolution change its name or change the provisions of the Memorandum with respect to its objects, powers or any other matter specified therein. 
(b) Subject to the Law and as provided in these Articles, the Company may at any time and from time to time by Special Resolution, alter or amend these Articles in whole or in
part. 
Claims Against the Company 
164. Notwithstanding Article 160(c), unless
otherwise determined by a majority of the Board, in the event that (i) any Member (the “Claiming Party”) initiates or asserts any claim or counterclaim (“ Claim”) or joins, offers substantial assistance to or has a direct
financial interest in any Claim against the Company and (ii) the Claiming Party (or the third party that received substantial assistance from the Claiming Party or in whose Claim the Claiming Party had a direct fmancial interest) does not obtain a
judgment on the merits in which the Claiming Party prevails, then each Claiming Party shall, to the fullest extent permissible by law, be obligated jointly and severally to reimburse the Company for all fees, costs and expenses (including, but not
limited to, all reasonable attorneys’ fees and other litigation expenses) that the Company may incur in connection with such Claim. 
Transfer by way of
Continuation 
165. The Company may by Special Reso lution reso lve to be registered by way of continuation in a jurisdiction outside the Islands or such other
jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the
Company in the Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation
ofthe Company. 
Information 
166. No Member shall be entitled to require
discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the
opinion of the Directors it will be inexpedient in the interests of the Members of the Company to communicate to the public.