Minutes of the 9th Extraordinary General Assembly of Embrapa published

The minutes of the 17th Extraordinary General Assembly of Embrapa, a public company linked to MAPA, were published in the Official Gazette of the Union on January 1th. The deliberations included an increase of more than R$9 million in share capital and changes to the bylaws.

The full minutes and consolidated bylaws can be read below.

MINUTES OF THE 9TH EXTRAORDINARY GENERAL MEETING HELD ON DECEMBER 4, 2019

Process nº 10951.104560/2019-65

On December 4, two thousand and nineteen, at 10 am, in the Embrapa President's room, located in the Headquarters Building, Parque Estação Biológica - PqEB, s/nº, End of Avenida W3 Norte, Brasília, DF, the 9th Assembly took place Extraordinary General Meeting - AGE, with the presence of the representative of the Union, Mr. Daniel Brasiliense e Prado - Attorney of the National Treasury, Mr. Celso Luiz Moretti - President of Embrapa, and the Secretary Maria do Rosário de Moraes, whose signatures are found in the Book of Attendance Registration, to deal with the following agenda: (1) Increase in Social Capital SEI nos. (SEI nº 10951.104789/2019-08; (21148.001199) Proposal to amend Embrapa's Bylaws (SEI nºs 2019/15-2 and 21148.018044/2018-29; and (3) Removal of items from the agenda, a since the competence for its deliberation becomes the responsibility of the Board of Directors. President Celso Luiz Moretti opened the meeting, welcoming Attorney Daniel Brasiliense e Prado, who thanked him for his receptivity. At that moment, President Celso Moretti requested permission to participate, as a listener of this Assembly, Mrs. Mairma Alves de Farias, replacement for Embrapa's Internal Management and Collegiate Support Coordination, and the request was authorized. Continuing and considering the analysis promoted by the National Treasury Secretariat (STN) of the Special Finance Secretariat of the Ministry of Economy, through Opinion SEI nº 3812/2019/ME, and the Secretariat for Coordination and Governance of State Companies (SEST) of the Special Secretariat for Privatization, Divestments and Markets of the Ministry of Economy, Technical Note nº 10.330/2019/ME, and based on the Order of the Special Secretariat for Finance of the Ministry of Economy, Process nº 10951.104560/2019-65, the Union voted on the following terms: (1) Increase in Share Capital - SEI Nos. 10951.104789/2019-08 and 21148.001199/2019-15 - by increasing share capital in the amount of R$ 20.084.506,31, increasing from the current R$ 2.964.935.689,57, 2.985.020.195,88 to R$ XNUMX, changing art. 7th of the Bylaws in the terms registered here. (2) Validation of the creation of the structure of Embrapa's Technological Innovation Center (NIT) - SEI nº 21148.018044/2018-29 - by validating the creation of the structure of Embrapa's NIT, as provided for in Decree nº 9.283/2018. (3) Proposal to amend Embrapa's Bylaws - SEI Nos. 10113.100198/2019-25 and 21148.012234/2019-13 - for approval of the proposed amendment, related to articles: 7th, 9th, 26, 27, 28 and 29. The full Statute now adjusted is an integral part of these minutes, attached. The inauguration of the eighth member of the Board of Directors, provided for in art. 26, is subject to effective demonstration, by Embrapa, of cost compensation with SEST, as per guidance from that Secretariat. (4) Removal of agenda items from the agenda, since the competence for their deliberation becomes the responsibility of the Board of Directors - the items removed from the agenda are the following: (i) proposal to return areas used as Embrapa Rondônia experimental field in the municipalities of Machadinho D´Oeste and Presidente Médici for Incra, SEI nº 21196.000482/2017-84; (ii) proposal to transfer the property by easement, to the Government of the State of Pernambuco, for the implementation of a high voltage electrical energy Transmission Line, authorized by ANEEL for the implementation of a 230kV transmission network, Embrapa Semiárido, PE , SEI nº 21148.000612/2018-35; and (iii) request for authorization to sell, through public competition, the remaining area of ​​Fazenda Capivara, Embrapa Arroz e Feijão, GO, SEI nº 21161.002242/2018-01. Completing the work, it was established that these minutes must be published in the Official Gazette of the Union (DOU) and registered with the Commercial Board of the Federal District (JCDF), estimating a period of 30 (thirty) days, and other applicable measures, in accordance with with current legislation. With nothing further to discuss, President Celso Luiz Moretti adjourned the meeting, and this record was drawn up and signed by him, by Mr. Daniel Brasiliense e Prado - Attorney of the PGFN, and by myself, with copies being made for any necessary actions.

DANIEL BRASILIENSE AND PRADO
PGFN Attorney
CELSO LUIZ MORETTI
President of Embrapa
MARIA DO ROSÁRIO DE MORAES
Secretary

BYLAWS

ANNEX I

STATUTE OF THE BRAZILIAN AGRICULTURAL RESEARCH COMPANY - EMBRAPA

CHAPTER I

COMPANY DESCRIPTION

Section I

Corporate Name and Legal Nature

Art. 1 - The Brazilian Agricultural Research Corporation - EMBRAPA, a public company linked to the Ministry of Agriculture, Livestock and Supply, is governed by this statute, especially by Law No. 5.851, of December 7, 1972, by Law No. 13.303, of June 30, 2016, by Law No. 6.404, of December 15, 1976, by Decree No. 8.945, of December 27, 2016, and other applicable legislation.

Section II

Headquarters and Geographic Representation

Art. 2 - EMBRAPA has its headquarters and jurisdiction in the city of Brasília, Federal District, and may create branches, agencies, offices, representations or any other establishments in the country or abroad.

Section III

Duration period

Art. 3 - The duration of EMBRAPA is indeterminate.

Section IV

Social object

Art. 4 - EMBRAPA's corporate purpose is:

I - promote, stimulate, coordinate and execute research, development and innovation activities, with the aim of producing knowledge and technology for the country's agricultural development;

II - promote and execute knowledge and technology transfer activities relating to research, development and innovation actions conducted by the Company in accordance with section I of this article;

III - provide technical and administrative support to bodies of the Executive Branch, with responsibilities for formulating, guiding and coordinating agricultural policy and other science and technology policies in the agricultural sector; It is

IV - stimulate, promote and support the operational decentralization of research, development and innovation activities of regional, state, district and municipal interest, through cooperation actions with organizations with similar objectives.

§ 1 - The research, development and innovation activities covered by this article cover primarily the areas of knowledge relating to agricultural sciences and biological sciences, areas related to agroindustry, and other related topics, with a view to developing the agricultural sector .

§ 2 - The knowledge and technology transfer activities defined in section II of this article do not include teaching or technical assistance and rural extension activities.

Art. 5 - In achieving its corporate purpose, EMBRAPA may:

I - carry out its activities through agreements, contracts, cooperation agreements or similar instruments, with public or private, national, foreign or international entities;

II - coordinate with public or private organizations, in Brazil or abroad, dedicated to research, development and innovation activities in the areas described in Article 4, § 1, of this statute, aiming to align and execute programs that contribute to compliance of its mission, through the signing of contracts, agreements, cooperation agreements or similar instruments;

III - develop activities in line with the innovation market;

IV - cooperation actions with national, international and foreign organizations, public or private;

V - plan, guide, promote, execute and supervise research, development and innovation actions with public or private, national, international or foreign organizations, for the development of the Brazilian agricultural and agro-industrial sector and to expand its competitive insertion in the international market and in the innovation market;

VI - coordinate with private law organizations, notably those that bring together agents from the productive sector, to carry out research, development and innovation activities;

VII - receive and manage resources from cooperation actions with national, international and foreign organizations, with a view to carrying out research, development and innovation activities;

VIII - coordinate, through its own legal instruments, with development agencies or support foundations, public or private, to support research, development and innovation activities and promote the use of technological solutions by different agents in the productive sector;

IX - sign contracts, agreements, cooperation agreements or similar instruments with entities in the technical assistance and rural extension system with a view to improving and generating new technologies and their adoption by producers;

X - optimize the allocation of financial, human and infrastructure resources in research, development and innovation activities, through mobilization of installed capacity;

XI - promote and support the training and improvement of personnel specialized in research, development and innovation activities and technical and administrative personnel;

XII - technically and financially support research, development and innovation activities of interest carried out by other organizations, through the signing of contracts, agreements, cooperation agreements or similar instruments; It is

XIII - establish relationships with foreign and international organizations, with a view to permanent technological, scientific and institutional updating and the establishment of partnerships in the execution of research, development and innovation actions.

Sole paragraph - EMBRAPA may, in order to achieve its corporate purpose, establish subsidiaries, being entitled, in accordance with Article 5 of Law no. 10.973, of December 2, 2004, to participate minority in the share capital of companies established with the purpose of developing innovative products or processes that are in accordance with the guidelines and priorities defined in agricultural policy, and in other science and technology policies in the sector agricultural.

Section V

Financial Resources and Social Capital

Art. 6 - The following constitute EMBRAPA's financial resources:

I - the appropriations allocated to the Union's fiscal and security budgets for the payment of personnel expenses or general costs;

II - resources arising from agreements, adjustments or service provision contracts;

III - the credits opened in your favor;

IV - capital resources, including those resulting from the conversion, in kind, of assets and rights;

V - income from patrimonial assets;

VI - resources from credit operations, meaning those arising from loans and financing obtained by the Company;

VII - donations made to it;

VIII - operating revenues, from the exploitation of royalties and copyright and intellectual rights; It is

IX - any other types of income.

Article 7 - The company's share capital is R$ 2.985.020.195,88 (two billion, nine hundred and eighty-five million, twenty thousand, one hundred and ninety-five reais and eighty-eight cents), fully subscribed by the Union.

Sole paragraph - The share capital may be changed in the cases provided for by law, the direct capitalization of profit without going through the reserve account is prohibited.

CHAPTER II

ADMINISTRATION AND ORGANIZATION

Section I

General Assembly

Art. 8 - The General Assembly is the highest body of EMBRAPA with powers to deliberate on all business relating to its purpose and will be governed by Law No. 6.404, of 1976, including regarding its competence to change the share capital and the bylaws from the company.

§ 1 - The General Assembly will be held ordinarily once a year, in accordance with the law, and extraordinarily, whenever necessary.

§ 2 - The work of the General Assembly will be directed by the President of EMBRAPA or by the substitute he/she may designate.

§ 3 - The General Assembly will be called by the Board of Directors or, in cases permitted by law, by the Executive Board, the Fiscal Council or the Union.

§ 4 - The first call for the General Assembly will be made at least 8 (eight) days in advance.

§ 5 - At General Assemblies, the subject matter declared in the call notices will be exclusively dealt with, and the inclusion of general matters in the Assembly's agenda will not be permitted.

§ 6 - The General Assembly is composed of the Union, represented in the form of Decree-Law No. 147, of February 3, 1967.

§ 7 - The deliberations of the General Assembly, subject to the exceptions provided for by law, will be taken by the Union and will be recorded in the minutes book, which can be drawn up in the form of a summary of the facts that occurred.

Art. 9 - The General Assembly, in addition to other cases provided for by law or in these statutes, will meet to deliberate on:

I - change in share capital;

II - evaluation of assets with which the shareholder contributes to the formation of share capital;

III - transformation, merger, incorporation, spin-off, dissolution and liquidation of the company;

IV - amendment of the bylaws;

V - election and dismissal, at any time, of members of the Board of Directors;

VI - election and dismissal, at any time, of the members of the Fiscal Council and their respective substitutes;

VII - fixing the remuneration of administrators, the Supervisory Board and the Audit Committee;

VIII – annual accountability of administrators;

IX - approval of the financial statements, allocation of results for the year and distribution of dividends;

X - authorization for the company to file civil liability action against administrators for losses caused to its assets; It is

XI - election and dismissal, at any time, of liquidators, judging their accounts.

Section II

General Rules of Statutory Bodies

Art. 10 - In addition to the General Assembly, EMBRAPA has the following statutory bodies:

I - Board of Directors;

II - Executive Board;

III - Fiscal Council;

IV - Audit Committee; It is

V - Eligibility Committee.

§ 1 - The company will be managed by the Board of Directors, as the superior guidance body for its activities, and by the Executive Board.

§ 2 - The company will provide technical and administrative support to statutory bodies.

§ 3 - Before entering into the role and upon leaving office, each statutory member must submit an annual declaration of assets to EMBRAPA and the Public Ethics Commission of the Presidency of the Republic.

Art. 11 - Without prejudice to the provisions of this Statute, the company's administrators are subject to the rules set out in Law No. 6.404, of 1976, Law 13.303, of 2016 and Decree 8.945, of 2016.

Sole paragraph - Members of the Board of Directors and Executive Board are considered administrators.

Art. 12 - Without prejudice to other provisions of this statute, administrators must meet the following mandatory requirements:

I - be a citizen with an unblemished reputation;

II - have notable knowledge compatible with the position for which they were appointed;

III - have academic training compatible with the position for which they were appointed; It is

IV - have at least one of the professional experiences below:

a) 5 (five) years, in the public or private sector, in the company's area of ​​activity or in an area related to the position for which they are appointed in a senior management role;

b) 2 (two) years in the position of director, or board member, member of an audit committee or higher management in a company of similar size or corporate purpose to that of EMBRAPA, with a higher management position being understood as one situated in the 2 (two) highest non-statutory hierarchical levels of the company;

c) 2 (two) years in a position on a commission or trust position equivalent to DAS 4 or higher, in a legal entity governed by internal public law;

d) 2 (two) years in a teaching or research position at a higher level in the company's area of ​​activity; e) 2 (two) years as a freelance professional in an activity linked to EMBRAPA's area of ​​activity.

§ 1 - Academic training must include an undergraduate or postgraduate course recognized or accredited by the Ministry of Education.

§ 2 - The experiences mentioned in different paragraphs of section IV of the caput cannot be added together to calculate the required time.

§ 3 - The experiences mentioned in the same paragraph of section IV of the caput may be added together to determine the required time, as long as they relate to different periods.

§ 4 - Only natural persons may be elected to the position of company administrator.

§ 5 - The provisions of this article apply to all administrators of the company, including the employee representative and also to EMBRAPA's appointments for the position of administrator in its minority shares in state-owned companies of other federative entities.

Art. 13 - Without prejudice to other prohibitions in current legislation, the following are prohibited from being appointed to the Board of Directors and Executive Board:

I - representative of the regulatory body to which EMBRAPA is subject;

II - statutory leader of a political party and holder of a mandate in the Legislative Branch of any federative entity, even if licensed;

III - an individual who has signed a contract or partnership, as supplier or buyer, demander or offeror, of goods or services of any nature, with the Union or with EMBRAPA, in the three years prior to the date of their appointment;

IV - of a person who has or may have any form of conflict of interest with the Union or with EMBRAPA itself; It is

V - of a person who fits into any of the ineligibility hypotheses provided for in the subparagraphs of item I of the caput of Article 1 of Complementary Law No. 64, of May 18, 1990.

Sole paragraph - The provisions of this article apply to all company administrators, including the employee representative.

Art. 14 - The requirements and prohibitions imposed on administrators must be respected for all appointments and elections carried out, including in the case of reappointment.

§ 1 - The requirements must be documented, in the form required by the standardized form available on the website of the Ministry of Planning, Development and Management.

§ 2 - The absence of the documents referred to in the first paragraph will result in rejection of the form by the Eligibility Committee.

§ 3 - The seals will be verified through the self-declaration presented by the nominee (in accordance with the standardized form).

Art. 15 - Administrators will be invested in their positions upon signature of a term of office in the minutes book of the respective collegiate, within a maximum period of 30 days, counting from the election or appointment.

§ 1 - The term of office must contain, under penalty of nullity: the indication of at least one domicile in which the administrator will receive summonses and subpoenas in administrative and judicial proceedings relating to acts of his management, which will be considered fulfilled upon delivery to the indicated address, which can only be changed by written communication to the company.

§ 2 - Administrators are exempt from the management guarantee for investiture in the position.

§ 3 - The members of the Fiscal Council and the Audit Committee will be invested in their positions regardless of the signing of the instrument of investiture, from the date of the respective election.

Art. 16 - Members of statutory bodies will be dismissed upon resignation or dismissal ad nutum.

Art. 17 - In addition to the cases provided for by law, the position will become vacant when:

I - the member of the Board of Directors, the Supervisory Board or the Audit Committee fails to attend two consecutive meetings or three consecutive meetings, in the last twelve meetings, without justification;

II - the member of the Executive Board who leaves office for more than 30 consecutive days, except in the case of leave, including vacation, or in cases authorized by the Board of Directors.

Art. 18 - The statutory bodies will meet with the presence of the majority of their members.

§ 1 - Deliberations will be taken by the vote of the majority of members present and will be recorded in the minutes book, and may be drawn up in the form of a summary of the facts that occurred.

§ 2 - In case of a non-unanimous decision, the dissenting vote may be registered, at the discretion of the respective member.

§ 3 - In collective deliberations of the Board of Directors and the Executive Board, the respective Presidents will have the tie-breaking vote, in addition to the personal vote.

§ 4 - Members of a statutory body, when invited, may attend meetings of other bodies, without the right to vote.

§ 5 - Meetings of statutory bodies must be in person, with member participation via teleconference or video conference permitted, subject to justification approved by the board.

Art. 19 - The members of the statutory bodies will be summoned by their respective Presidents or by the majority of the members of the collegiate body.

§ 1 - The Audit Committee may also be convened by the Board of Directors.

§ 2 - The meeting agenda and the respective documentation will be distributed at least 5 (five) business days in advance, except in cases duly justified by the company and accepted by the respective board.

Art. 20 - The remuneration of the members of the Board of Directors, the Executive Board, the Fiscal Council and the Audit Committee will be established annually at the General Meeting, in accordance with current legislation, with the payment of any form of remuneration not provided for by the General meeting.

§ 1 - Members of the Board of Directors and Fiscal Council will have their travel and accommodation expenses necessary to perform their duties reimbursed, whenever they reside outside the city in which the meeting is held. If the directors reside in the same city as the company, the company will cover travel and food expenses.

§ 2 - The monthly remuneration due to the members of the EMBRAPA Board of Directors and Fiscal Council will not exceed ten percent of the average monthly remuneration of the executive directors, excluding relative amounts, possible additional benefits and benefits, with payment of participation of any kind being prohibited. species, in the company's profits.

§ 3 - The remuneration of the members of the Audit Committee will be established by the General Assembly in an amount not lower than the remuneration of the Fiscal Councilors.

Art. 21 - Administrators and tax advisors, including employee representatives, must participate, at their inauguration and annually, in specific training provided directly or indirectly by the company on:

I - corporate and capital market legislation;

II - disclosure of information;

III - internal control;

IV - code of conduct;

V - Law No. 12.846, of August 1, 2013; It is

VI - other topics related to the company's activities.

Sole paragraph - The reappointment of administrators or fiscal councilors who do not participate in any annual training provided by the company in the last two years is prohibited.

Art. 22 - EMBRAPA will prepare and publish a Code of Conduct and Integrity that provides for:

I - principles, values ​​and mission of the company, as well as guidelines on preventing conflicts of interest and prohibiting acts of corruption and fraud;

II - internal bodies responsible for updating and applying the Code of Conduct and Integrity;

III - reporting channel that allows the reception of internal and external complaints regarding non-compliance with the Code of Conduct and Integrity and other internal ethics standards and mandatory standards;

IV - protection mechanisms that prevent any type of retaliation against people who use the reporting channel;

V - sanctions applicable in case of violation of the rules of the Code of Conduct and Integrity; It is

VI - provision for periodic training, at least annually, on the Code of Conduct and Integrity, for employees, administrators and tax advisors and, on the risk management policy, for administrators.

Art. 23 - Administrators and Fiscal Councilors are responsible, in accordance with the law, for losses or damages caused in the exercise of their duties.

Art. 24 - EMBRAPA, through its legal consultancy or through a specially hired lawyer, must ensure that members and former members of the Executive Board and the Administrative and Fiscal Councils are able to defend themselves in judicial and administrative proceedings initiated against them, through practice of acts in the exercise of the position or function, in cases where there is no incompatibility with the interests of the Company.

§ 1 - The benefit provided for in this article applies, as applicable and at the discretion of the Board of Directors, to members of the Audit Committee and to those who appear on the defendant side of judicial or administrative proceedings, as a result of acts they have carried out in the exercise of powers delegated by administrators.

§ 2 - The benefit provided for in this article can only be enjoyed in the event that the legal consultancy does not identify, in a prior analysis, the possibility of a conflict of interests and upon the conclusion of a prior formal commitment by the beneficiary to carry out the reimbursement referred to in the § 4 of this article.

§ 3 - Any procedural expenses, such as costs, expert fees, fees, among others, will be borne by the beneficiary.

§ 4 - If the beneficiary of the defense, in judicial and administrative proceedings, is convicted in a final and unappealable decision, based on a violation of law or this statute, or resulting from a culpable or intentional act, he must reimburse the company for all resulting expenses of the defense carried out by the company, in addition to any losses caused.

§ 5 - The form of defense in judicial and administrative proceedings will be defined by the Board of Directors.

Art. 25 - EMBRAPA may maintain a permanent civil liability insurance contract in favor of administrators, in the form and extent defined by the Board of Directors, to cover procedural expenses and legal fees for judicial and administrative proceedings initiated against them relating to their duties with the company.

Sole paragraph - Administrators are guaranteed knowledge of information and documents contained in the company's records or database, essential for administrative or judicial defense, in actions proposed by third parties, of acts carried out during their term of management or mandate.

Section III

From the Board of Directors

Art. 26 - The Board of Directors, the company's strategic and collegial deliberation body, is made up of eight members, namely:

I - two members appointed by the Minister of State for Agriculture, Livestock and Supply;

II - two independent members, as per art. 22, §1 of Law No. 13.303, of June 30, 2016, as well as in art. 36, §1 of Decree No. 8.945, of December 27, 2016, appointed by the Minister of State for Agriculture, Livestock and Supply;

III - two members appointed by the Minister of State for Economy;

IV - a member appointed by the Minister of State for Science, Technology, Innovations and Communications; It is

V - a representative of the employees, in accordance with Law No. 12.353, December 28, 2010.

§ 1 - The President of the Board of Directors and his replacement will be chosen by the collegiate, from among the members appointed by the Minister of State for Agriculture, Livestock and Supply.

§ 2 - The employee representative, referred to in section VI of the caput, will not participate in meetings, discussions and deliberations on matters involving union relations, remuneration, benefits and advantages, supplementary pension and assistance matters, in which case it is configured Conflict of interests.

§ 3 - The Board of Directors will have a unified term of office of 2 (two) years, with a maximum of 3 (three) consecutive reappointments permitted.

§ 4 - Within the period defined in the previous paragraph, previous management periods that occurred less than two years ago will be considered.

§ 5 - Once the limit referred to in §§ 5 and 6 of this article is reached, the return of the member of the Board of Directors may only occur after a period equivalent to a management period has elapsed.

§ 6 - The term of office of the members of the Board of Directors will be extended until the effective investiture of the new members.

§ 7 - In the event of a vacancy in the role of Board Member, the President of the Board must inform the represented body and the Board will designate a replacement, upon recommendation from that body, to complete the term of office of the previous board member.

§ 8 - The role of Board Member is personal and does not allow for a temporary substitute or alternate, including for an employee representative. In the event of absence or eventual impediment of any member of the Council, the board will deliberate with the remaining members.

§ 9 - The Board of Directors will meet ordinarily once every month, and extraordinarily whenever necessary.

§ 10 - The minutes of meetings of the Board of Directors that contain deliberations intended to produce effects before third parties will be filed in the trade registry and published.

Art. 27 - The Board of Directors is responsible for:

I - establish the general orientation of EMBRAPA's business;

II - elect and dismiss the members of the company's Executive Board, establishing their duties;

III - monitor the management of the members of the Executive Board, examine, at any time, the company's books and papers, request information on contracts signed or about to be signed, and any other acts;

IV - express a prior opinion on the proposals to be submitted for deliberation by shareholders at the meeting;

V - approve the inclusion of matters in the instrument calling for the General Assembly, not allowing the heading "general matters";

VI – convene the General Assembly;

VII - express an opinion on the management report and the Executive Board accounts;

VIII - express a prior opinion on acts or contracts relating to its decision-making authority;

IX - authorize the sale of real estate directly linked to the provision of services and the creation of real liens on these assets;

X - authorize and approve the hiring of independent auditors, as well as the termination of the respective contracts;

XI - approve the Compliance and Integrity and Risk Management, Dividends and Equity Interest Policies, as well as other general company policies;

XII - approve and monitor the business, strategic and investment plan, and performance targets, which must be presented by the Executive Board;

XIII - analyze, at least quarterly, the balance sheet and other financial statements prepared periodically by the company, without prejudice to the activities of the Fiscal Council;

XIV - implement and supervise the risk management and internal control systems established for the prevention and mitigation of the main risks to which the company is exposed, including risks related to the integrity of accounting and financial information and those related to the occurrence of corruption and fraud;

XV - define the subjects and values ​​for its decision-making authority and that of the Executive Board;

XVI - decide on omitted cases in the company's bylaws, in accordance with the provisions of Law No. 6.404, of 1976;

XVII - approve the Annual Internal Audit Activities Plan - PAINT and the Annual Internal Audit Activities Report - RAINT, without the presence of the President of EMBRAPA;

XVIII - create committees to support the Board of Directors, to further study strategic issues, in order to ensure that the decision to be taken by the board is technically well-founded;

XIX - elect and dismiss members of committees supporting the Board of Directors;

XX - formally assign responsibility for the areas of Compliance and Integrity and Risk Management to members of the Executive Board;

XXI - request periodic internal audits of the activities of CERES, a closed supplementary pension entity that manages the company's benefit plan;

XXII - carry out an annual self-assessment of its performance;

XXIII - appoint and dismiss the heads of Internal Audit, after approval by the Ministry of Transparency and the General Comptroller of the Union;

XXIV - grant leave and leave to the President of the Company, including vacations;

XXV - approve the Internal Regulations of the Company, the Board of Directors and the Audit Committee, as well as the Code of Conduct and Integrity;

XXVI – approve the Tender Regulations;

XXVII - approve the practice of acts that result in waiver, transaction or arbitration commitment;

XXVIII - discuss, approve and monitor decisions involving corporate governance practices, relationships with stakeholders and the Code of Conduct and Integrity;

XXIX - subscribe to the Annual Letter explaining the commitments to achieving public policy objectives;

XXX - establish a spokesperson policy aimed at eliminating the risk of contradiction between information from different areas and that of the company's executives;

XXXI - evaluate the members of the company's Executive Board, in accordance with item III of Article 13 of Law nº 13.303, of 2016, and item II of Article 24 of Decree nº 8.945, of 2016, being able to count on methodological and eligibility committee procedure;

XXXII - approve and monitor compliance with the specific goals and results to be achieved by the members of the Executive Board;

XXXIII - promote an annual analysis of the achievement of goals and results in the execution of the business plan and long-term strategy, under penalty of its members being held liable for omission, and must publish their conclusions and report them to the National Congress and the Court of Auditors;

XXXIV - express opinions on the remuneration of the members of the Executive Board and on participation in the company's profits;

XXXV - authorize the acquisition of a minority stake in a company, in compliance with the legislation that regulates the matter;

XXXVI - approve the Personnel Regulations, as well as the number of own personnel and commission positions, collective work agreements, employee profit sharing program, job and salary plan, function plan, employee benefits and program dismissal of employees;

XXXVII - approve sponsorship of a benefit plan; It is

XXXVIII - express an opinion on the report presented by the Executive Board resulting from the internal audit on CERES' activities.

Sole paragraph - Information of a strategic nature whose disclosure could be proven to be harmful to the company's interest is excluded from the publication obligation referred to in section XXXIII.

Section IV

From the Executive Board

Art. 28 - The Executive Board is the executive body of administration and representation, and is responsible for ensuring the regular functioning of EMBRAPA, in accordance with the general guidance outlined by the Board of Directors.

§ 1 - The Executive Board is made up of the President of the company and three Executive Directors.

§ 2 - The members of the Executive Board must reside in the country and are elected by the Board of Directors.

§ 3 - In addition to the requirements defined in Article 12 of this statute, at least two of the members of the Executive Board must have a doctorate degree in one of the areas of knowledge affected by the company's operations, in accordance with Article 4, § 1, of this statute.

§ 4 - It is a condition for taking office in the Executive Board to assume a commitment to specific goals and results to be achieved, which must be approved by the Board of Directors.

§ 5 - The term of office of the members of the Executive Board will be a unified period of 2 (two) years, with a maximum of 3 (three) consecutive reappointments being permitted.

§ 6 - Within the period of the previous paragraph, previous management periods that occurred less than two years ago and the transfer of Executive Director to another Board of Directors of the company will be considered.

§ 7 - Once the limit referred to in §§ 5 and 6 of this article is reached, the return of a member of the Executive Board to EMBRAPA can only occur after a period equivalent to one term of management has elapsed.

§ 8 - term of office for the members of the Executive Board will be extended until the effective investiture of the new members.

§ 9 - In the event of vacancy, absence or occasional impediment of any member of the Executive Board, the President will designate a replacement from among the members of the Executive Board.

§ 10 - In case of vacancy, absence or eventual impediments of the President of the company, the Board of Directors will designate his replacement.

§ 11 - The Executive Board will meet ordinarily once a week, and extraordinarily whenever necessary.

Art. 29 - The Executive Board, in the exercise of its duties and respecting the guidelines established by the Board of Directors, is responsible for:

I - manage EMBRAPA's activities and evaluate their results;

II - monitor business sustainability, strategic risks and respective mitigation measures, preparing management reports with management indicators;

III - promote the preparation of the company's annual and multi-annual budgets and monitor their execution;

IV - define the company's organizational structure and the internal distribution of administrative activities;

V - approve the company's internal operating rules;

VI - promote the preparation, in each year, of the management report and financial statements, submitting the latter to the Independent Audit and the Administration and Fiscal Councils and the Audit Committee;

VII - previously authorize acts and contracts relating to its decision-making authority;

VIII- authorize, except for real estate assets directly linked to the provision of services, the sale of non-current assets, the creation of real liens on them and the provision of guarantees for third party obligations, being able, to this end, to delegate responsibilities;

IX - identify the existence of assets that are not for the company's own use and assess the need to maintain them;

X - indicate the representatives of the company in the statutory bodies of their corporate interests, applying to such indications the provisions of Article 13;

XI - submit, instruct and adequately prepare matters that depend on deliberation by the Board of Directors, expressing a prior opinion when there is no conflict of interest;

XII - comply with and enforce these Bylaws, the deliberations of the General Assembly and the Board of Directors, as well as evaluating the recommendations of the Supervisory Board;

XIII – make qualified personnel available to other corporate bodies to act as their secretary and provide the necessary technical support;

XIV – approve its Internal Regulations;

XV - deliberate on matters submitted to him by any Director;

XVI - present, by the last ordinary meeting of the Board of Directors of the previous year, a business plan for the following annual year and an updated long-term strategy with analysis of risks and opportunities for, at least, the next five years; It is

XVII - propose the acquisition of minority shareholdings to fulfill the company's corporate purpose, respecting the legislation that regulates the matter.

Art. 30 - Without prejudice to the other duties of the Executive Board, the President of EMBRAPA is specifically responsible for:

I - direct, supervise, coordinate and control the company's activities and administrative policy;

II - coordinate the activities of the members of the Executive Board;

III - represent the Company in and out of court, being able, for this purpose, to appoint "ad-negotia" and "ad-judicia" attorneys, specifying the acts they may perform in the respective power of attorney instruments;

IV - sign, with a Director, the acts that constitute or alter the company's rights or obligations, as well as those that exempt third parties from obligations towards it, being able, for this purpose, to delegate responsibilities or appoint an attorney for this purpose;

V - issue acts of admission, appointment, promotion, transfer and dismissal of employees;

VI - create and approve bidding processes, being able to delegate such duties;

VII - designate replacements for the members of the Executive Board in cases of vacancy, absence or eventual impediments, among the members of the Executive Board;

VIII - designate other managers of the Company's organizational units;

IX - convene and preside over meetings of the Executive Board;

X - keep the Board of Directors and Supervisory Board informed of the company's activities;

XI - perform other duties that are determined by the Board of Directors;

XII - download the resolutions of the Executive Board; It is

XIII - grant leave and licenses to the other members of the Executive Board, including vacations, which can be accumulated for a maximum of two periods, with their conversion into cash and compensation being prohibited.

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