Overview

Positivo Tecnologia is listed in Novo Mercado, the highest Corporate Governance trading segment of B3. Being listed in this special segment implies adopting a highly distinguished corporate governance standard, which includes a set of corporate rules that increase shareholders’ rights, the disclosure of strong governance policies, and inspection and control structures.

The Company’s participation in this segment reinforces our commitment to transparency in both communication and relationship with our shareholders and other stakeholders

In addition to the obligations imposed by the Brazilian legislation in force, Novo Mercado rules rquire the fulfillment of the following requirements, among others:

The share capital must consist exclusively of voting common shares;

In case of transfer of control, all shareholders have the right to sell their shares at the same price (100% tag along) attributed to the shares held by the controlling shareholder;

Creation of an Internal Audit area, a Compliance position, and an Audit Committee (statutory or non-statutory);

In case of delisting from Novo Mercado, hold a public offering for the acquisition of shares (IPO) at fair value, where at least 1/3 of the outstanding shareholders must accept the IPO or agree with the delisting;

The Board of Directors must consist of at least 2 or 20% independent directors, whichever is greater, with a unified term of office of two years at most;

The company agrees to maintain at least 25% of the outstanding shares (free float) or 15%, in case of ADTV (average daily trading volume) higher than R$25 million;

Structure and disclosure of the evaluation process of the board of directors, its committees, and the executive board;

Preparation and disclosure of policies on (i) compensation; (ii) nomination of members of the board of directors, its advisory committees, and statutory management; (iii) risk management; (iv) related-party transactions; and (v) trading of securities, with minimal content (except for the compensation policy);

Simultaneous disclosure, in English and Portuguese, of material facts, information on proceeds, and results press releases;

Monthly disclosure of the trading of company securities by the controlling shareholders.