Articles of Association & Corporate Structure

Chapter I - Corporate Name, Registered Office, Term, and Purpose

Article 1 - Corporate Name

Poupz Capital Plataforma de Investimentos Alternativos Ltda., a private legal entity, registered with the Brazilian National Corporate Taxpayer Registry (CNPJ) under No. 54.812.940/0001-72, represented in accordance with its Articles of Association / Corporate Charter.

Article 2 - Registered Office

The company has its registered office in São Paulo, State of SP, Brazil, at Av. Brigadeiro Faria Lima, 3477, Torre Norte, 14º Andar, Itaim Bibi, São Paulo/SP, ZIP 04538-133, Brazil, and may establish branches, agencies, or representations in other locations in Brazil or abroad.

Article 3 - Term

The term of the company is indefinite, beginning upon its registration with the CNPJ.

Article 4 - Corporate Purpose

The company’s corporate purpose is to operate investment platform activities under CVM Resolution No. 88/2022, including:

• Intermediation of alternative investments between investors and issuing companies;
• Provision of services related to the disclosure of securities offerings;
• Execution of investor suitability assessments;
• Provision of due diligence services for issuing companies;
• Relationship management with investors and issuers;
• Other related or complementary activities authorised by applicable law and the CVM.

Chapter II - Share Capital

Article 5 - Share Capital

The company’s share capital is set at BRL 1,000,000.00, divided into 1,000,000 common equity units with a nominal value of BRL 1.00 each, fully subscribed in accordance with the company’s corporate documents.

Article 6 - Capital Increase

The share capital may be increased by resolution of the quotaholders or partners, subject to applicable legal and corporate provisions, through admission of new partners, increased subscriptions by existing partners, or capitalisation of reserves.

Chapter III - Partners, Rights, and Duties

Article 7 - Admission of Partners

Admission of new partners depends on unanimous approval of the existing partners, and the incoming partner must fully adhere to the company’s governing documents.

Article 8 - Rights of Partners

The rights of partners include:

• Sharing in profits proportionally to their equity interest;
• Participating in general meetings with voting rights;
• Supervising management acts within legal limits;
• Reviewing corporate books and documents;
• Withdrawing from the company under applicable law.

Article 9 - Duties of Partners

The duties of partners include:

• Complying with and enforcing the provisions of the company’s bylaws;
• Paying subscribed capital within the agreed timeframe;
• Not engaging in activities that directly compete with the company;
• Maintaining confidentiality regarding strategic business information.

Chapter IV - Management

Article 10 - Management Bodies

The company’s management is carried out by the following bodies:

• General Meeting of Partners;
• Board of Directors, when established;
• Executive Management.

Article 11 - General Meeting

The General Meeting of Partners is the company’s highest deliberative body, meeting annually for approval of accounts and extraordinarily whenever necessary.

Article 12 - Executive Management

Executive Management is responsible for the operational and strategic management of the company and shall be composed of a Chief Executive Officer and other directors as required for the conduct of business.

Chapter V - General Provisions

Article 13 - Fiscal Year

The fiscal year coincides with the calendar year and closes on 31 December of each year, when the financial statements shall be prepared.

Article 14 - Distribution of Profits

Net profits for the fiscal year, after legal deductions and constitution of reserves, shall be distributed among the partners proportionally to their equity interests, unless otherwise decided by the General Meeting.

Article 15 - Dissolution

The dissolution of the company shall comply with applicable Brazilian corporate law and any complementary legislation, and the event shall be communicated to the CVM and other competent regulatory authorities when required.