Português
MATERIAL FACT
Annual shareholders’ meeting to be held exclusively through digital channels
Joinville, April 24th 2020-Tupy S.A. ("Company", B3: TUPY3), in accordance with art. 2nd of Rule CVM nº 622/2020 and articles 4th, 5th and 21-C of Rule CVM nº 481/2009, issued by the Securities Commission of Brazil ("CVM"), notifies all of its shareholders and the market that, as a result of the current health recommendations and mobility restrictions established in light of the COVID-19 pandemic, the Annual Shareholders’ Meeting called to convene on April 30th 2020, at 10 am ("ASM") shall be conducted exclusively through digital channels. The shareholders will be allowed to (i) vote on the issues described in the meeting’s call notice by submitting their Distance Voting Ballot ("DVB") published on March 30th 2020; (ii) take part in the discussions held in the meeting and vote on the issues described in the meeting’s call notice through virtual systems to be made available by the Company; or (iii) take part in the discussions held in the meeting without voting on any of the issues presented for deliberation, as instructed below.
The shareholders wishing to take part in the ASM remotely shall send a request in this regard to the Company to the e-mail assembleiadigital@tupy.com.br, no later than April 28th 2020, which shall have as subject "Remote Attendance of the Annual Shareholders’ Meeting 2020" and be accompanied of all documentation required to enable attendance and participation in the ASM, as determined in the Manual and Management’s Proposal for the Annual Shareholders’ Meeting, published on March 30th 2020 ("Manual"), and in the Call Notice ("Notice"), published in the newspaper "Valor Econômico", and in the "Official Gazette of the State of Santa Catarina" ("DOESC") in the editions of March 31st 2020, April 1st 2020 and April 2nd 2020.
The Company further clarifies that it is not necessary the receipt of tangible copies of the documents, given that the shareholder shall be responsible for the integrity and reliability of such documents sent to the Company according to the procedure above.
The Company shall send to the shareholders that have presented their request within the deadlines and conditions setforth above, by e-mail, the instructions to enable access to the electronic system through which the ASM shall be held. Notwithstanding, the information necessary and sufficient to gain access to and use the system by the shareholders will also be available, as of April 27th 2020, 10 am, on the webpage www.tupy.com.br/ri.
The shareholders who fail to send their request to take part of the ASM remotely within the deadline (no later than April 28th 2020), and/or fail to comply with the conditions above mentioned, will not be allowed to take part in the ASM remotely by means of the electronic platform made available by the Company.
The shareholder, duly registered, who takes part through the electronic platform made available by the Company shall be deemed to be present at the ASM (being allowed to exercise their voting rights) and be a signing party of the minutes of the meeting, under the terms of article 21-V, item III and paragraph 1st, of Rule CVM nº 481/2009.
The shareholder that has already submitted their DVB shall be allowed, if willing, to register to take part in the ASM through the electronic platform, as long as such registration request complies with the form, deadlines and conditions setforth in this Material Information; in such case the shareholder will be permitted to (i) take part in the discussions of the ASM; or (ii) take part in the discussions and vote in the ASM, in which case all of the voting instructions previously received by means of the DVB for such shareholder, identified by the Individual Taxpayer Registration Number ("CPF") or Corporate Taxpayer Registration Number ("CNPJ"), shall be disregarded.
The shareholder that has requested to participate by means of the electronic platform and does not receive the e-mail containing the instructions to access and take part in the ASM until April 29th 2020, 12 pm must contact the Company between 12 pm and 5 pm on the same day, through the phone number +55 (47) 99235-2438, so that such instructions are resent or provided by telephone contact.
The Company does not undertake responsibility for any operational or connection problems that the shareholders may experience or other events that are not under its control (for example, internet connection instability or incompatibility of the shareholder’s equipment with the system to be employed by the Company).
The Company further requests its shareholders to access the platform with, at least, 30 minutes in advance of the time scheduled for the ASM (i.e. 9:30 am) to allow and ensure validation of the access and participation.
Thiago Fontoura Struminski
Vice President of Finance, Control and Administration
Investor Relations Officer
IR Contacts:
Telephone: + 55 (11) 2763-7844
E-mail: dri@tupy.com.b
Website: www.tupy.com.br/ri