Remote Voting – Guidance

Procedures

Procedures for Annual General Meetings (AGMs) and Special General Meetings (SGMs): Remote Voting Ballot.

Pursuant to article 10 c/c article 21-A of ICVM 481/09, the company informs that it will adopt a remote voting system for Annual General Meetings (AGMs) and Special General Meetings (SGMs).

To use this remote voting system, shareholders should follow the instructions, terms and procedures to be found on the company’s webpage (https://ri.wilsonsons.com.br/) at the following address: Corporate Governance, selecting Remote Voting – Guidelines, as well as those contained in the remote voting ballot itself.

Shareholders who choose to exercise their remote voting rights may send: (1) to the financial institution hired by the company to provide securities bookkeeping services; (2) to the custodians providing this service, in the case of shareholders holding shares deposited in a central depository; or (3) directly to the company.

Please observe the following guidelines below:

  • Voting exercise through the financial institution hired by the company to provide securities custodian services – Itaú Corretora de Valores S.A. (according to the contact information in the item below)The shareholder who chooses to exercise the right to vote remotely must do so through one of the options listed below:Shareholders with shareholding position in book entry format: may exercise remote voting through the share bookkeeping agent. The voting instructions shall be provided using the ltaú Digital Shareholder Meeting website. In order to vote through the website, the shareholder must register and be in possession of a digital certificate. Information on registration and the step-by-step process of issuing the digital certificate are described on the website: https://assembleiadigital.certificadodigital.com/itausecuritiesservices/artigo/home/assembleia-digitalShareholders with a shareholding position at a custodian / broker: should verify voting procedures with the custodian of the shares; Shareholders with shares held in custody with more than one institution:(example: part of the position is held in the book entry format of the share bookkeeping agent and part with a custodian, or the shares are held in custody at more than one custodial institution): it is sufficient to send voting instructions to just one institution since the vote will always be considered on the basis of the total number of shares of the shareholder;If you have any questions, consult Itau’s Frequently Asked Questions area:
    https://assembleiadigital.certificadodigital.com/itausecuritiesservices/artigo/atendimento/perguntas-frequentes

    or contact shareholder service via our telephone numbers:

    ITAÚ CORRETORA DE VALORES S.A.
    Avenida Brigadeiro Faria Lima, 3,500, 3rd floor -São Paulo
    Shareholder Services (Atendimento a acionistas):
    3003-9285 (state capitals and metropolitan regions)
    0800 7209285 (other locations)
    Business hours from 9:00 a.m. to 6:00 p.m.
    .

    Email: atendimentoescrituracao@itau-unibanco.com.br

  • Voting exercise through service providers – Remote voting system.
    Shareholders exercising the right to vote remotely through service providers must send voting instructions to the shareholder’s custody agent or the bookkeeping agent of the company’s shares, complying with the rules determined by them, which must send the voting instructions received by them to the Depositary Center of the B3 – Brasil, Bolsa, Balcão. For this, shareholders must contact their custody agents or depositary entities and check the procedures established by them for issuance of remote voting ballot instructions, and the documents and information required by them for the purpose. Under CVM Instruction 481/09, the shareholder must transmit the instructions for filling in the form to the shareholder’s custody agent or depositary entity at least 7 days prior to the Meeting, unless the custody agent or the bookkeeping agent establishes a different deadline. Note that, as specified by CVM Instruction 481/09, the Depositary Center of the B3 – Brasil, Bolsa,Balcão, when receiving the voting instructions of the shareholders through their respective custody agents, will not consider any instructions that diverge in relation to a single decision issued under the same individual taxpayer reference (CPF) or our corporate tax reference number (CNPJ).
  • Voting ballot sent by the shareholder directly to the company.
    The shareholder who chooses to exercise their remote voting right by sending them directly to the company, must forward scanned copies to the attention of the investor relations department’s email address (ri@wilsonsons.com.br): (i) the voting ballot must be sent duly completed, initialed and signed; and (ii) copy of the following documents:
  1. Personal Shareholders:
    • identification document with photo, of the shareholder or its legal representative;
    • when represented by a proxy, copy of the document proving the powers of the signatory.
  2. Corporate Shareholders:
    • latest bylaws or consolidated articles of association and corporate documents that prove the shareholder’s legal representation; and
    • identification document with photo of the shareholder or its legal representative.
  3. Investment Funds:
    • the fund’s most recent consolidated regulations or their amendments;
    • latest bylaws or consolidated articles of association of the administrator and/or fund manager, as the case may be, in compliance with the fund’s voting policy, and corporate documents proving the shareholder’s legal representation; and
    • identification document with photo of the legal representative(s).

Once the voting ballot and the respective required documentation are received, the company will notify the shareholder of its receipt and acceptance or not, pursuant to ICVM 481, as amended. If the voting ballot is eventually sent directly to the company and is not fully completed or is not accompanied by the supporting documents described above, it will be not considered and the shareholder will be informed via the email address indicated in the voting ballot.

Click here to access the distance voting ballot.