Material Fact – Annual General Meeting – April 30th, 2020
AREZZO INDÚSTRIA E COMÉRCIO S.A. (“Company”), in compliance with the provisions set forth under the Fourth Paragraph of Article 157 of the Law No. 6,404, as 1976, as amended (“Brazilian Corporate Law”) under Article 2nd of CVM Instruction No. 358, dated as January 3rd, 2002, as amended, hereby informs its shareholders and the market in general that, pursuant to CVM Instruction No. 481, of 2009, as amended (“ICVM 481/2009”), in particular the amendments resulting from CVM Instruction No. 622, dated as April 17th, 2020 (“ICVM 622/2020”), and considering the current context related to the evolution of the pandemic of the new coronavirus (COVID-19), the Annual Shareholders Meeting convened to be held, in the first call , on April 30th, 2020, at 10:30 a.m. (“ASM”), will be held exclusively in digital form, through the availability of an electronic system that will allow shareholders to follow and vote at the ASM, without prejudice to the submission of the remote voting ballot.
Shareholders interested in participating and/or voting in the ASM through the electronic remote system must send an email to the address email@example.com, up to April 28th, 2020, expressing their interest in participating in the ASM and requesting the link to access the system (“Access Request”). The Access Request must (i) contain the identification of the shareholder and, if applicable, of its legal representative who will attend the ASM, including their full names and their Corporate or Individual Taxpayer ID (CPF or CNPJ), as the case may be, and telephone and e-mail address of the requester; and (ii) be accompanied by the documents required for participation in the ASM, as detailed in the Call Notice and in item 5 of the Management Proposal disclosed on the Company’s website (http://www.arezzoco.com.br), of the Securities and Exchange Commission (http://www.cvm.gov.br) and B3 S.A. – Brasil, Bolsa, Balcão (http://www.b3.com.br) on the worldwide web.
Shareholders who do not send the Access Request in the form and within the deadline set out above will not be able to participate in the ASM via the electronic remote system.
After verifying the regularity of the documents sent for participation in the ASM, the Company will send a link to the email address informed in the Access Request containing the registration form with the ASM. Once the registration is made, and after it is confirmed and validated by the Company, it will be sent to the e-mail address informed in the Access Request the link and password to access the digital platform “Zoom”, as well as the telephone number and password to access the ASM conference call.
If a specific shareholder does not receive the access passwords up to twenty-four (24) hours in advance to the ASM beginning time, he/she/it must contact the Investors Relations Department, through the email address firstname.lastname@example.org, up to two (2) hours in advance to the ASM beginning time, so that the necessary support is provided.
On the date of the ASM, the access link to the digital platform Zoom will be available from thirty (30) minutes in advance and up to fifteen (15) minutes after the ASM beginning time, and the attendance of the shareholder via the electronic system will only be registered through access via link, according to instructions and at the times hereby indicated. Past fifteen (15) minutes from the beginning of the ASM, it will not be possible for the shareholder to enter the ASM, regardless of the prior registration. Thus, the Company recommends that shareholders access the digital platform for the participation at the ASM thirty (30) minutes in advance.
Pursuant to ICVM 481/2009, the shareholders whose remote voting ballot was considered valid by the Company, or the shareholders who registered their presence in the electronic system for remote participation in accordance with the guideline above, will be considered present at the ASM. It is worth to note that there will be no possibility of physically attendance to the ASM since it will be held exclusively in digital form.
Eventual voting manifestations at the ASM must be made exclusively through the teleconference system, according to detailed instructions to be provided by the board at the beginning of the ASM. In this sense, the videoconference system Zoom will be exclusively for watching the ASM, access to the video and audio of the presiding board, as well as viewing eventual documents that are shared by the presiding board during the ASM, without the possibility of manifestation.
In line with the provisions of ICVM 481/2009, all voting instructions received by means of a remote voting ballot for a shareholder who decides to vote during the ASM will be disregarded.
The Company emphasizes that it will be of the sole responsibility of the shareholder to ensure the compatibility of its equipment with the digital platform Zoom and with the access to the conference call. The Company will not be responsible for any difficulties in making the connection viable and/or maintaining and using the digital platform that are not under the control of the Company.
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