In 2000, B3 introduced three special listing segments, known as Level 1 and Level 2 Special Corporate Governance Segments and the Novo Mercado Special Corporate Governance Segment. The goal was to create a secondary market for securities issued by Brazilian publicly held companies that follow best practices of corporate governance. The listing segments are intended for shares issued by companies that voluntarily undertake to comply with good corporate governance practices and greater disclosure requirements than those already imposed by Brazilian law. Such rules generally extend shareholder’s rights and improve the quality of the information provided to shareholders.

The Novo Mercado listing requires, in addition to the obligations imposed by relevant Brazilian legislation, compliance with the following requirements (among others):

• issue only common shares;
• grant all shareholders tag-along rights in case of a transfer of control of the company, being the acquirer required to hold a stock tender offer for the other shareholders, at the same price per share paid for the controlling block;
  ensure that shares in Triunfo representing at least 25% of total capital are available for trading;
• adopt offering procedures that favor widespread ownership of shares;
  comply with a quarterly disclosure minimum standard;
• adopt stricter disclosure policies with respect to transactions made by the company’s controlling shareholders, board members and officers involving securities issued by the company;
• submit any existing shareholder agreements and stock option programs to B3;
• make available to shareholders a schedule of corporate events;
  limit to two years the term of office of all members of the Triunfo’s Board of Directors, composed of at least five members;
• as of the second fiscal year of listing on the Novo Mercado, prepare annual financial statements in English language, including cash flow statements, in accordance with international accounting standards, such as the U.S. GAAP or the International Financing Report Accounting Standards (IFRS);
• adopt the arbitration rules of B3 exclusively, under which the B3, the Company, the controlling shareholder, management and the members of Fiscal Council, if any, agree to resolve by arbitration any dispute or controversy related to the Novo Mercado listing rules;
• hold, at least once a year, a public meeting with financial analysts and any other interested third parties to present information regarding its financial and economic position, projects and prospects; and
• in case of a decision to delist, for the shares to be traded outside the Novo Mercado, the controlling shareholder must carry out a stock tender offer for all outstanding shares at a minimum price to be established based on a valuation report prepared by a specialized and independent company.

Triunfo stock assures its holders the following rights:

• the right to vote at the Company’s General Meetings;
  the right to the minimum annual mandatory dividend, corresponding to 25% of adjusted net income, in accordance with Article 202 of Brazilian Corporation Law;
• in the event of the direct or indirect divestment for valuable consideration, whether through a single operation or successive operations, the right to sell the shares at the same conditions assured to the selling Controlling Shareholders (100% tag-along rights);
• in the event of cancelling its publicly-held company registration or delisting from the Novo Mercado of B3, the right to sell their shares in a public offering carried out by the Controlling Shareholders at a minimum price to be established based on a valuation report prepared by a specialized and independent company, with proven experience and selected at a meeting of the holders of the outstanding shares based on the triplicate list presented by the Board of Directors, with the valuation report costs fully borne by the Controlling Shareholders;
• all other rights assured to the shares, pursuant to the provisions of the Novo Mercado of the B3 Regulations, the Bylaws of Triunfo and the Brazilian Corporation Law.

The Brazilian securities market is regulated by the Brazilian Securities and Exchange Commission (CVM), which has the authority to supervise and issue general rules for governing and administrating the stock exchanges and financial institutions registered at the CVM, which are part of Brazil’s securities markets, as well as by the National Monetary Council (CMN) and the Brazilian Central Bank (BACEN), which have, among other powers, licensing authority over brokerage firms and regulate foreign investments and foreign exchange transactions.

The Brazilian securities market is regulated by the Securities Markets Law, as well by the Brazilian Corporation Law and the regulations issued by the CVM, CMN and BACEN.  These laws and regulations provide for disclosure requirements, restrictions on insider trading and price manipulation and protection of minority shareholders, among other things.  However, the Brazilian securities market is not as highly regulated and supervised as the U.S. securities markets.

Pursuant to the Brazilian Corporation Law, a company is either publicly traded if the securities issued by this company are listed on the Brazilian securities market, or privately held if its securities are not listed on the Brazilian securities market.  All publicly-held companies must be registered with the CVM and are subject to reporting and regulatory requirements.

A company registered with the CVM may trade its securities either on the B3 or on the Brazilian over-the-counter market.  To be listed on the B3, a company must apply for registration with the B3 and the CVM. The shares of companies listed on the B3 may not be simultaneously trade on the Brazilian over-the-counter market. The shares of a company listed on the B3 may also be traded privately, subject to several limitations.

The Brazilian over-the-counter market, both organized and unorganized, consists of trades between investors through a financial institution registered with the CVM and authorized to trade in the Brazilian capital market. No special application, other than the registration with CVM, is necessary for the securities of a corporation to be traded on the unorganized over-the-counter market.  The CVM requires the respective intermediaries to give notice of all the transactions carried out in the Brazilian over-the-counter market.

The trading of securities in B3 may be suspended upon the request of an issuing company prior to the announcement of a material fact. Trading may also be suspended at the discretion of the B3 or the CVM, among other reasons, due to a belief that a company has provided inadequate information regarding a significant event or has provided inadequate responses to inquiries made by the CVM or the B3.

The CVM Resolution 44 of 2021 regulates the disclosure and use of information about material facts or events related to publicly-held companies, as follows:

• establishes the concept of material fact, which includes any decision by a controlling shareholder, any resolution by a general meeting of shareholders or management body of the Company or any other event or fact of a political-administrative, technical, transactional or economic and financial nature occurring or related to the Company’s business that may considerably influence (i) the market price of the security; (ii) the investors’ decisions on buying, selling or maintaining these securities; and (iii) the investors’ decisions to exercise any rights that benefit holders of a company’s securities;
• provides examples of a potential material event or fact that include the execution of an ownership control transfer agreement or contract, the inclusion or removal of a partner who maintains a contract or operational, financial, technological or administrative collaboration and incorporation, merger or spin-off involving the Company or its subsidiaries;
• requires the Investor Relations Officer, controlling shareholders, officers, members of the Fiscal Council and of any other technical or advisory bodies to inform CVM of any material fact;
• requires simultaneous disclosure of a material fact in all markets where the company has its shares listed for trading;
• requires the acquirer of the controlling stock of a publicly-held company to disclose a material fact, including if they plan to cancel the registration as a publicly held corporation within one year of the acquisition;
• establishes rules regarding the disclosure of the acquisition or disposal of a relevant holding in a publicly-held company; and
• restricts the use of insider information.

Clause 48 of the Company’s Bylaws: “The Company, its shareholders, managers and members of the Fiscal Council undertake to resolve, by means of arbitration, all and any dispute or controversy that may arise between them, related or resulting, specially, from application, validity, effectiveness, interpretation, violation and their effects, of the provisions in the Corporation Law, in the Company’s Bylaws, in the rules edited by the National Monetary Council, by the Central Bank of Brazil and by the CVM, as well as in the other rules applicable to the operation of the capital markets in general, in addition to those of the Novo Mercado Regulation, the Regulation of the Market Arbitration Chamber, and the Novo Mercado Participation Agreement, entered into on June 20, 2007, wherein the Company agreed to meet the special requirements for corporate governance and disclosure of information to the market established by B3, to qualify for listing in the Novo Mercado segment, becoming effective on the date of the publication of the Initial Announcement, before the Market Arbitration Chamber, in accordance with its respective Arbitration Regulation”.