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BELLPART PARTICIPAÇÕES LTDA., with principal place of business at Rua Carlos Giesen, No. 1297, 8th floor, Office D, Exposição District, CEP (Zip Code) 95084-220, in the city of Caxias do Sul, RS, registered under CNPJ (National Registry of Legal Entities) No. 23.881.539/0001-00, herein represented by its directors, JAMES EDUARDO BELLINI, Brazilian, married, business administrator, resident and domiciled at Rua Santos Dumont, 1162, Apt. 801, in Caxias do Sul, RS, ID Card No. 1010962452, CPF (Individual Taxpayer Registration Number) No. 281.887.480-72; and MAURO GILBERTO BELLINI, Brazilian, single, business administrator, resident and domiciled at Rua Santo Inácio, No. 139, Apt. 602 in the city of Porto Alegre /RS, registered under ID Card No. 8010962432, CPF No. 327.912.590-15;

JAMES EDUARDO BELLINI, Brazilian, married, business administrator, resident and domiciled at Rua Santos Dumont, No. 1162, Apt. 801, in Caxias do Sul, RS, ID Card No. 1.010.962.452, CPF No.: 281.887.480-72;

MAURO GILBERTO BELLINI, Brazilian, single, business administrator, resident and domiciled at Rua Santo Inácio, No. 139, Apt. 602 in the city of Porto Alegre /RS, registered under ID Card No. 8010962432, CPF No.: 327.912.590-15;

PAULO ALEXANDER PACHECO BELLINI, Brazilian, divorced, businessman, resident and domiciled in Caxias do Sul, RS, at Rua Mariana Prezzi, No. 65, Apt. 114, Pio X District, ID Card No. 5077414752, registered under CPF No.804.277.740-04;

Representative: JAMES EDUARDO BELLINI, as identified above;

Hereinafter referred to as CONTROLLING SHAREHOLDERS and

as CONSENTING INTERVENING PARTIES,

MARCOPOLO S.A., with principal place of business at Avenida Marcopolo, 280, Planalto District, in the city of Caxias do Sul, RS, CEP (Zip Code) 95.086-200, registered under CNPJ No. 88.611.835/0001-29, as Consenting Intervening Party, hereinafter referred to as COMPANY;

MONEO INVESTIMENTOS S.A., a holding company, with principal place of business at Avenida Marcopolo, 280, Office 100, Planalto District, in the city of Caxias do Sul, RS, CEP (Zip Code) 95.086-200, registered under CNPJ No. 07.125.291/0001-93, as Consenting Intervening Party, hereinafter referred to as HOLDING COMPANY;

BANCO MONEO S.A., a multiple bank, with principal place of business at Avenida Rio Branco, 4993, Office 1, Ana Rech District, in the city of Caxias do Sul, RS, CEP 95.060-650, registered under CNPJ No. 07.441.209/0001-30, as Intervening Consenting Party, hereinafter referred to as BANK;

The parties hereby agree, with the consent of the CONSENTING INTEVENING PARTIES, to enter into this SHAREHOLDERS’ AGREEMENT (AGREEMENT), under the following clauses and conditions:

CLAUSE ONE – CONTROL AND SHARES, RIGHTS AND OTHER SECURITIES
  1. The signatories to this agreement, as identified in the preamble, declare, under the provisions of Article 116, of Law No. 6404/76, that they are the controlling shareholders of the company MARCOPOLO S.A. and agree, under the terms decided on in previous meetings, to uniformly and permanently vote on all matters under the responsibility of the Shareholders’ Meeting and, through the directors and executive officers, elected under the terms of this AGREEMENT, to uniformly vote on matters under the responsibility of the Board of Directors and Board of Executive Officers, and also agree to elect the majority of the directors, direct the business activities and guide the administrative bodies of the COMPANY.

Therefore, the COMPANY, as parent company of the holding company MONEO INVESTIMENTOS S.A., and the latter as parent company of the BANK, agree to uniformly and permanently vote on all matters under the responsibility of the Shareholders’ Meetings of the HOLDING COMPANY and BANK, elect the majority of their directors, direct the business activities and guide the administrative bodies of the HOLDING COMPANY and BANK.

1.2. Linked to this AGREEMENT are the common shares issued by the COMPANY, fully owned by the MAJORITY SHAREHOLDERS, as well as the common shares with usufruct and political and economic rights, hereinafter referred to as SHARES, all of which are fully subscribed and paid in, and listed in the proportions and amounts set forth in Appendix I which, initialed by the CONTROLLING SHAREHOLDER, is an integral part of this AGREEMENT.

1.3.      All the SHARES referred to in APPENDIX I, owned by the CONTROLLING SHAREHOLDERS, as well as those SHARES that may be added in the future for any reason, such as through purchase, subscription, conversion of debentures, subscription premiums, splitting or distribution of bonuses, donations, loans or by right to subscribe to these SHARES, and the securities that ensure this right, i.e., convertible into SHARES, that are considered equivalent to the SHARES for the purposes of this AGREEMENT, will necessarily be part of this AGREEMENT.

1.3.1.   As long as this AGREEMENT is in force, all SHARES by law and under the bylaws of the COMPANY, shall:

a) Maintain a book-entry or nominative format;

b) Have full voting rights

c) Remain blocked or unavailable and the COMPANY shall refrain from promoting any transfers or assignments that violate the provisions of this AGREEMENT. 

1.3.2. The SHARES cannot be held in custody pursuant to Articles 41 and 42 of Law No. 6404/76, in view of the amendments introduced by Laws 9457/97 and 10303/01.

1.3.3. The CONTROLLING SHAREHOLDERS cannot directly or indirectly, or through any person or by any other means, hold shares (common shares issued by the COMPANY), or through any legal entities which they control, without the other CONTROLLING SHAREHOLDERS being informed, so that these entities can become part of the controlling group and, consequently, have their shares be included in APPENDIX I of this AGREEMENT.

1.3.4. For a CONTROLLING SHAREHOLDER to use his SHARES to pay in capital in other companies, prior and express consent of the other CONTROLLING SHAREHOLDERS will be necessary.

1.4.      The CONTROLLING SHAREHOLDERS agree to maintain proportionality among the SHARES that each one possesses, as per APPENDIX I, throughout the duration of this AGREEMENT, except for the rights assigned to the CONTROLLING SHAREHOLDERS in Clause Two.

Whenever third parties offer SHARES to any of the CONTROLLING SHAREHOLDERS, the latter have the right to purchase the SHARES offered according to each one's proportion in this AGREEMENT, as per APPENDIX I.

1.4.1. Any SHARES donated to any of the CONTROLLING SHAREHOLDERS shall likewise be offered to the other CONTROLLING SHAREHOLDERS by the CONTROLLING SHAREHOLDER who received the donation, within 15 days of the date of transfer of the SHARES. Each of the other CONTROLLING SHAREHOLDERS shall have the right to purchase part of these SHARES according to the proportion held by each one in this AGREEMENT, in accordance with the procedures, deadlines and terms of payment set forth in Clause Two.

Donations referred to in Subitem 2.11.1 are not covered by this provision and may freely proceed without being offered to the other CONTROLLING SHAREHOLDERS, by the donee, subject to the provisions of Item 2.20 of this AGREEMENT.

CLAUSE TWO – PREEMPTIVE RIGHTS

2.1. The SHARES cannot be directly or indirectly sold, assigned or transferred, or in any other way be disposed of, or promises be given to this effect, without first giving preference under equal conditions to the other CONTROLLING SHAREHOLDERS.

2.2.      Pursuant to Item 2.20, a CONTROLLING SHAREHOLDER who desires to sell, assign, transfer or promise to sell all or some of his SHARES, must, after approval from the Central Bank of Brazil (BCB), notify the other CONTROLLING SHAREHOLDERS, in writing, such being irrevocable and irreversible, subject to the provisions of Clause Thirteen - COMMUNICATION, along with the sales proposal, which must list the number of SHARES, price and terms of payment, within the maximum limits established in Items 2.7 and 2.8, of this clause. If there is purchase proposal from a third party, a copy of the proposal shall accompany the communication sent by the offering CONTROLLING SHAREHOLDER, which shall contain the number of shares, price and terms of payment, and the CONTROLLING SHAREHOLDERS shall opt for the proposal that best suits their interests - either the one from the offering CONTROLLING SHAREHOLDER or the one presented by the third party.

2.3.      The other CONTROLLING SHAREHOLDERS shall have 60 days, from the date of receipt of the communication, to express their position on purchasing or not the SHARES offered, in whole or in part, as well as state their interest in the allotment of the remainder, pursuant to Item 2.5.

2.4. If the other CONTROLLING SHAREHOLDERS fail to express their interest within the 60 days mentioned in Item 2.3 above, the CONTROLLING SHAREHOLDER interested in the sale is authorized to proceed with third parties, at a price and with terms of payment not less than that proposed to the other CONTROLLING SHAREHOLDERS, during the next 60 days, after which he shall renew the offer made to the other CONTROLLING SHAREHOLDERS if the sale is not completed.

For the purposes of the provision of Item 2.4, the selling CONTROLLING SHAREHOLDER shall prove that the sale was actually completed, under at least the same terms offered to the other CONTROLLING SHAREHOLDERS.

2.5.  The other CONTROLLING SHAREHOLDERS are entitled to exercise their preemptive rights according to the proportion of SHARES that each one possesses, as linked to this AGREEMENT, not counting those of the offering CONTROLLING SHAREHOLDER. If any CONTROLLING SHAREHOLDER who received the offer does not express any interest to purchase, the other CONTROLLING SHAREHOLDERS who manifested such intention in accordance with Item 2.3 will be entitled to exercise their preemptive rights to purchase the remainder, divided proportionally, under the same price and payment terms.

If the other CONTROLLING SHAREHOLDERS waive their preemptive rights, ensured herein, the offering CONTROLLING SHAREHOLDER can sell the remainder to third parties, but agrees to renew the offer to the other CONTROLLING SHAREHOLDERS if the sale does not occur within the following 60 (sixty) days.

2.6.      The CONTROLLING SHAREHOLDERS who exercise their preemptive rights will be obligated to purchase the SHARES they have been offered, under the terms of the accepted offer, within 30 days of the date when the offering CONTROLLING SHAREHOLDER received a communication from the CONTROLLING SHAREHOLDERS manifesting their interest in exercising their preemptive rights. 

2.7.  The price of each share to be set by the offering CONTROLLING SHAREHOLDER for the sale of his SHARES to the other CONTROLLING SHAREHOLDERS, will not, under any circumstances, be less than the book equity value of the share, based on the last quarterly balance sheet of the COMPANY, or not lower than the weighted average price of the common shares and the weighted average price of the preferred shares issued by the COMPANY, whichever one is greater of the two types of shares, traded in the last 30 sessions of the BM&FBOVESPA (São Paulo Stock Exchange), where common or preferred shares issued by the COMPANY were traded, prior to the date of receipt, by the CONTROLLING SHAREHOLDERS, of the communication from the offering CONTROLLING SHAREHOLDER, wherein shall prevail the higher price between the book equity value and the higher average value between the weighted average price of the common shares and the weighted average price of the preferred shares set by BM&FBOVESPA.

2.7.1. If a quarterly balance sheet is not standard in the COMPANY, a special balance sheet shall be prepared on the last day of the month in which the CONTROLLING SHAREHOLDERS received the communication from the offering CONTROLLING SHAREHOLDER provided no other audited balance sheet of the COMPANY was prepared within the last three months.

2.8. The price of the SHARES being sold may be paid by the purchasing CONTROLLING SHAREHOLDERS in 12 month equal and consecutive monthly installments, starting from the effective transfer date of the SHARES, adjusted according to the higher rate of inflation calculated by the Federal Government, plus financial charges which, under no circumstances, will be higher than those charged by the financial market. The adjustment for inflation and financial charges will be computed from the date of the balance sheet or the last session which served as the basis for calculating the price of the SHARES, as set forth in Item 2.7, to the effective payment date.

2.8.1. In case of delays in paying the installments, besides the adjustment for inflation, the CONTROLLING SHAREHOLDER in default shall pay interest at the highest rate charged by the financial market for taking out loans from commercial banks, in addition to a fine of 2%, calculated only on the agreed increases, without prejudice to the right of the CONTROLLING SHAREHOLDER who is the creditor to take the matter to court for the arrears.

2.9. All the transacted SHARES will remain inaccessible with the Shareholders’ Service of the COMPANY until total payment has been made, and they cannot be the object of any further transactions while this payment is pending.

2.10 A CONTROLLING SHAREHOLDER who would like to donate, loan, encumber or  confer for paid-in capital in another company, all or some of his shares, must obtain prior written approval from the other CONTROLLING SHAREHOLDERS, in accordance with Item 2.20 of this AGREEMENT.

2.11     Through approval from the Central Bank of Brazil, the CONTROLLING SHAREHOLDERS may transfer SHARES or subscription rights to companies belonging to the same corporate group, understood as those under the control of the CONTROLLING SHAREHOLDER, without restriction or limitation, and which operate freely at all times, in compliance, however, with the other conditions established herein, especially the provision contained in Item 2.13, and the duty to inform the other CONTROLLING SHAREHOLDERS, 15 days in advance of the transfer date, for taking the applicable measures and provisions.

2.11.1. The CONTROLLING SHAREHOLDERS can likewise donate shares to their offspring through prior notification of the other CONTROLLING SHAREHOLDERS, in accordance with Item 2.20 of this AGREEMENT. The donor shall, however, maintain full possession, whether directly or indirectly, of at least 5% (five percent) of the total number of SHARES contained in this AGREEMENT.

2.12 For the purposes of exercising the preemptive rights established in this clause, the sale of SHARES must be equivalent to the direct or indirect sale of the control of any one of the CONTROLLING SHAREHOLDERS (legal entity), or the direct or indirect sale of a company that has a share in the capital of any one of the CONTROLLING SHAREHOLDERS (legal entity).

2.13.    A previous necessary condition for any transfer of SHARES governed by this clause, pursuant to Item 2.20 of this clause, is that the buyer, assignee or donor become part of this AGREEMENT and assume, in writing, the obligations, arising from this AGREEMENT, of the CONTROLLING SHAREHOLDER disposing of the shares.

2.14. In succession “causa mortis”, as well as in cases of impediment, incapacity, bankruptcy, insolvency and/or liquidation of any of the CONTROLLING SHAREHOLDERS, the only persons who will be permitted to become part of this AGREEMENT, at the discretion of the remaining CONTROLLING SHAREHOLDERS and subject to Item 2.2., in the case of heirs as well as in the case of trustees, guardians, statutory auditors, liquidators or representatives of the deceased,  barred, incapacitated, broke or insolvent CONTROLLING SHAREHOLDER, are successor heirs or direct descendants of the CONTROLLING SHAREHOLDER. Spouses, former spouses, partners, former partners or any other individual or legal entity whose partners or directors are not within the direct line of family succession of the CONTROLLING SHAREHOLDERS, will only be admitted through the agreement of the other CONTROLLING SHAREHOLDERS.

2.14.1. In the case of separation, divorce, dissolution of the stable union of a CONTROLLING SHAREHOLDER and/or any other type of division of assets, the only persons who will be permitted to become part of this AGREEMENT, at the discretion of the remaining CONTROLLING SHAREHOLDERS, are successors or direct descendants of the CONTROLLING SHAREHOLDER. Spouses, former spouses, partners, former partners or any other individual or legal entity whose corporate structure directly or indirectly includes barred individuals not within the direct line of family succession of the CONTROLLING SHAREHOLDER involved in any of the situations set forth in this subitem, can only be admitted through the agreement of the other CONTROLLING SHAREHOLDERS.

2.14.2. In the cases covered in this item and Item 2.15 below, if all or some of those barred from becoming part of this AGREEMENT by unanimous decision of the remaining CONTROLLING SHAREHOLDERS, the latter will be required to purchase or enable third parties to purchase the SHARES pertaining to those who were not admitted to the AGREEMENT, according to the price and terms of payments stipulated to in Items 2.7 and 2.8, if so desired by the widow, spouses, former spouses, partners, former partners and heirs who were not admitted.

2.15. In the case of consolidation, spin-off or merger of a CONTROLLING SHAREHOLDER (legal entity) or succession "causa mortis" of a CONTROLLING SHAREHOLDER (individual) and/or direct or indirect CONTROLLING SHAREHOLDERS (legal entity), the rights and obligations of this AGREEMENT will automatically extend to the successors and heirs, regardless of their position on the matter. However, they will only be permitted to become part of this AGREEMENT by unanimous agreement of the other CONTROLLING SHAREHOLDERS, and after approval by the Central Bank of Brazil, in accordance, as applicable, with Subitem 2.14.2 above.

2.16. SHARES issued by the COMPANY, belonging to the CONTROLLING SHAREHOLDERS, cannot be lent, or given as a pledge, collateral, conditional sale or any other type of guarantee, without the prior express consent of all the other CONTROLLING SHAREHOLDERS.

2.17.    The exercise of preemptive rights in the subscription of new SHARES and/or any other securities issues by the COMPANY that ensure the subscription right to SHARES or that are convertible to SHARES, cannot be assigned, sold or in any way transferred without the prior express consent of the other CONTROLLING SHAREHOLDERS.

A CONTROLLING SHAREHOLDER who does not wish to exercise his preemptive rights shall, by the fifth day of the preemptive rights period, assign this right to the other CONTROLLING SHAREHOLDERS, who shall, according to the proportion of their SHARES, be entitled to exercise it, upon payment of the weighted average price calculated based on the trading of such rights on the São Paulo Stock Exchange, or by a price agreed on by the parties, if the preemptive right is not quoted on the stock exchange.

2.18.    The sale to third parties, in any form, of all the SHARES issued by the COMPANY linked to this AGREEMENT, will only occur through a unanimous decision of the CONTROLLING SHAREHOLDERS, after approval by the Central Bank of Brazil. Once the transaction is approved, the sale will encompass all the SHARES linked to this AGREEMENT.

2.19.    Transfers of SHARES or the creation of any lien, in violation of the provisions of this clause, will not be valid, and the COMPANY shall refrain from registering them and the offender shall be subject to losses and damages, in addition to a penalty of 10% the value of the transaction.

2.20. Any legal business that would result in the transfer of corporate control of the COMPANY must receive prior approval from the Central Bank of Brazil.

CLAUSE THREE – MEETINGS AND PRIOR MEETINGS

3.1.      Meetings of the CONTROLLING SHAREHOLDERS must be attended by the CONTROLLING SHAREHOLDERS, representing, at least, the majority of the SHARES linked to this AGREEMENT, and in compliance with Clause Three.

3.1.1.   The meetings will be chaired by the CONTROLLING SHAREHOLDER PAULO PEDRO BELLINI and a CONTROLLING SHAREHOLDER and/or representative of the Pinto family shall act as secretary and, in their absence, whomever the CONTROLLING SHAREHOLDERS indicate.

3.2.      Meetings of CONTROLLING SHAREHOLDERS shall be convened in writing and with specifications on the order of the day, by any of the CONTROLLING SHAREHOLDERS, by email, registered mail or return receipt, at least 15 days in advance. Convening the meeting will not be necessary if it will be attended by all the CONTROLLING SHAREHOLDERS, or if all the CONTROLLING SHAREHOLDERS make a decision on the topic that would be the object of the meeting.

3.2.1. Unless otherwise agreed, the meetings will be held at Avenida Rio Branco, 4889, Ana Rech District, in Caxias do Sul, RS, at 10 am.

3.3.      Minutes of each meeting will be drawn up, containing a summary of the decisions made by the CONTROLLING SHAREHOLDERS and the provisions or measures that must be executed.

3.4. All decisions, including those from previous meetings, shall be made by the majority of the SHARES that make up this AGREEMENT, i.e., 50% plus one, where each SHARE will be entitled to one vote in meetings arising from this AGREEMENT.

3.5. In advance of the Shareholders' Meeting of the COMPANY, a prior meeting shall be convened to discuss each of the topics from the order of the day of the shareholders’ meeting, in accordance with the rules contained in Clause Three.

3.5.1. Prior meetings shall be held at five (5) business days before the respective shareholders’ meeting.

CLAUSE FOUR: EXERCISE OF VOTING RIGHTS IN SHAREHOLDERS’ MEETINGS OF THE COMPANY

4.1.      The CONTROLLING SHAREHOLDERS shall exercise their voting rights and consistently uphold the interests of the COMPANY, and its controlled companies and subsidiaries.

4.2.      The CONTROLLING SHAREHOLDERS are required to attend or be represented in the Shareholders’ Meetings of the COMPANY, in accordance with Subitem 4.2.1 below, in order to ensure the necessary quorum for the holding of these meetings, and will exercise their voting rights in accordance with the decisions they have made, as per the provisions of Clause Three.

4.2.1. A CONTROLLING SHAREHOLDER can only be represented by a proxy in Shareholders’ Meetings of the COMPANY, if the vote stipulated in the power of attorney matches what was decided in the prior meeting, and with limitation of powers.

CLAUSE FIVE – ADMINISTRATION OF THE COMPANY 

5.1. BOARD OF DIRECTORS

5.1.1.   Making appointments to the Board of Directors will be the responsibility of individuals with recognized probity, an upstanding reputation and irreproachable conduct, and who cumulatively fulfill, among others, the following requirements:

a) Older than 30 years of age and less than 75, on the date of the election;

b) Proven administrative and/or professional capacity; and

c) Proven experience of at least five years in business administration.

5.2. EXECUTIVE BOARD

5.2.1. Making appointments to the Executive Board will be the responsibility of individuals with recognized probity, an upstanding reputation and irreproachable conduct, and who fulfill, among others, the following requirements:

a) Older than 30 years of age and less than 65, on the date of the election;

b) Proven technical and professional capacity; and

c) Proven experience of at least five years in business administration.  

5.3. The CONTROLLING SHAREHOLDERS shall ensure that only the Board of Directors, Executive Committee and other committees created by or that may in the future be created by the Board of Directors are the only competent bodies for supervising the executives of the COMPANY or its subsidiaries and/or affiliates, and that any suggestions or matters be referred to these bodies, according to the responsibilities of each one.

CLAUSE SIX – COMPANY POLICIES

6.1. The CONTROLLING SHAREHOLDERS establish and agree to comply with and enforce the following COMPANY policies:

a) Consider human beings to be the company's greatest asset and the primary source for its development.

b) Consider customers to be the most important element of the business.

c) Hold a notable share in the domestic and foreign market.

d) Maintain quality and productivity, with the best indices in the market.

e) Develop modern technology aimed at the market, product and industrialization.

f) Work with suppliers in good standing who comply with aspects of assurance, quality and price.

g) Publicize the company within the community and society, participating in their development.

h) Strive to uphold all rights and obligations.

i) Be flexible in situations of change.

j) Consider profit as a relevant factor in decisions, and the market as the driving force.

l) Ensure that only the Board of Directors, Executive Committee and other committees created by or that may in the future be created by the Board of Directors are the only competent bodies for supervising the executives of the COMPANY or its subsidiaries and/or affiliates, and that any suggestions or matters be referred to these bodies, according to the responsibilities of each one.

CLAUSE SEVEN – SPECIFIC PERFORMANCE

7.1. Failure to comply with any of the clauses and conditions of this AGREEMENT will entitle the affected CONTROLLING SHAREHOLDER to go to court to require fulfillment of the obligation, pursuant to Law No. 6404/76 (§3 of Article 118).

CLAUSE EIGHT – DECLARATION

8.1. The CONTROLLING SHAREHOLDERS hereby declare, for all legal, criminal and civil purposes, that there are no impediments to signing this AGREEMENT.

CLAUSE NINE - DURATION

9.1. This AGREEMENT will go into effect on the present date and end on July 31, 2028.

CLAUSE TEN – FORMER SHAREHOLDERS’ AGREEMENTS

10.1. This AGREEMENT is separate and prevails over any other that has not been submitted to the Central Bank of Brazil for its consideration, and especially over the Shareholders’ Agreements signed by the signatories of the present AGREEMENT on May 30, 1985, on July 25, 1997, on March 31, 2005, on March 31, 2010, on March 31, 2014 and March 31, 2016, and any subsequent alterations, which are hereby expressly revoked and replaced by this AGREEMENT.

CLAUSE ELEVEN – COMMUNICATION

11.1. Any and all communication or notifications arising from this AGREEMENT will always done in writing and sent to the address of the CONTROLLING SHAREHOLDER, provided in the preamble of this instrument, via registered mail or  return receipt, or via email with confirmation of receipt. 

CLAUSE TWELVE - SUCCESSORS

12.1. Heirs and successors of the CONTROLLING SHAREHOLDERS who become part of this AGREEMENT shall comply with all the provisions therein.

CLAUSE THIRTEEN - REGISTRATION

13.1. For its required effectiveness, this AGREEMENT will be filed at the head offices of the COMPANY, the HOLDING COMPANY and the BANK.

13.1.1. This AGREEMENT will be entered in the records of the financial institution where the SHARES are deposited, so that its provisions are observed and complied with.

CLAUSE FOURTEEN - JURISDICTION

14.1. The CONTROLLING SHAREHOLDERS agree to settle, through arbitration, any dispute or controversy that may arise between them, related to or originating from this AGREEMENT, especially from the application, validity, effectiveness, interpretation, violation and its effects, of the provisions contained in the Law of Corporations, the Company's Bylaws and rules issued by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, as well as other applicable rules for the operation of capital markets in general, in addition to those contained in the “Level 2 Regulations”, the Participation Agreement in Corporate Governance - Level 2, the Arbitration Regulations of the Market Arbitration Chamber, and the Penalty Regulations, before the Market Arbitration Chamber, established by BM&FBOVESPA.

CLAUSE FIFTEEN - TEMPORARY PROVISIONS

15.1. Considering that this amendment of the AGREEMENT will be sent to the Central Bank of Brazil, the shareholder signatories of this instrument agree to comply with and fulfill any demands and/or requirements stemming from federal laws and/or rules of the Central Bank of Brazil. In any event, all the provisions, clauses and items of this AGREEMENT, provided they do not conflict with federal laws and/or rules of the Brazilian Central Bank, will be considered valid and complied with by all the parties.

And having so agreed, the SHAREHOLDERS hereby sign six identical copies of this agreement, along with the witnesses below.

                                         Caxias do Sul - September 10, 2018

by/BELLPART PARTICIP. LTDA.

__________________     ___________________

James Eduardo Bellini      Mauro Gilberto Bellini

Page 13/14 is part of the MARCOPOLO SHAREHOLDERS’ AGREEMENT, signed on August 10, 2018.

James Eduardo Bellini

Mauro Gilberto Bellini

Paulo Alexander Pacheco Bellini

CONSENTING INTERVENING PARTIES:

MARCOPOLO S.A.

______________     _____________

BANCO MONEO S.A.

______________     ____________

MONEO INVESTIMENTOS S.A.

_____________     ____________

Witnesses:

______________________           

______________________

APPENDIX I

MARCOPOLO S.A. SHAREHOLDER'S AGREEMENT SIGNED ON AUGUST 10, 2018

SHAREHOLDERS COMMON SHARES % ON TOTAL COMMON SHARES ISSUED BY THE COMPANY % ON SHARES LINKED TO THE AGREEMENT
BELLPART Participações Ltda.​ 151,954,920 44,480 88.714
JAMES EDUARDO BELLINI 6,444,200 1.886 3.762
MAURO GILBERTO BELLINI 6,444,200 1.886 3.762
PAULO A. PACHECO BELLINI 6,444,200 1.886 3.762
TOTAL SHARES - AGREEMENT 171,287,520 50.138 100.00
TOTAL COMMON SHARES ISSUED BY THE COMPANY 341,625,744 100.00  
Last updated on 2018-09-13T11:25:18