Ocean Wilsons : 2020 Reference Form - Fiscal Year 2019 (10th resubmission)

REFERENCE FORM 2020

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1	Responsible for the content of the form	7
	1.0 Identification of people responsible for the content of the form	7
	1.1	Chief Executive Officer's Statement	8
	1.2	Investor Relations Officer's statement	9
	1.3	Chief Executive Officer's / Investor Relations Officer's Statement	10
2	Auditors	11
	2.1	In relation to auditors, indicate:	11

2.2 Inform the total amount of remuneration paid to independent auditors in the last fiscal year, itemising the fees for

	audit services and those related to any other services provided.	12
	2.3	Provide other information that the issuer may deem relevant:	13
3	Selected financial information	14
	3.1	Based on the consolidated financial statements, the table below contains the accounting information:	14
	3.2	Non-accounting information:	15
	3.3	Subsequent events	16
	3.4	Policy for allocation of the income	17
	3.5	Distributions of dividends and retained earnings	19
	3.6	Dividends declared on account of retained earnings and reserves	20
	3.7	Level of Indebtedness	21
	3.8	Obligations	22
	3.9	Other significant information	23
4	Risk Factors	24
	4.1.	Describe risk factors that may influence investment decisions, especially those related to:	24

4.2. Describe, quantitatively and qualitatively, the main market risks to which the issuer is exposed, including currency

and interest rate risks.

30

4.3. Judicial, administrative or arbitral proceedings in which issuer or its subsidiaries are parties, differentiating among labour, tax, civil and other matters which: (i) are not confidential, and (ii) are relevant to the business of the issuer or its

subsidiaries:

31

4.4 Judicial, administrative or arbitration proceedings which are not subject to confidentiality and wherein the issuer or its subsidiaries are a party and wherein the opposing parties are managers or former managers, controlling or former

controlling shareholders, or investors of the issuer or of its subsidiaries:

42

4.5 Relevant confidential proceedings in which the issuer or its subsidiaries are party and which have not been

disclosed in items 4.4 above 4.3 and analyse the impact in case of loss and report the amounts involved:

43

4.6 Repetitive or connected judicial, administrative or arbitral proceedings based on similar facts and legal causes of action, which are not confidential and which together are material in which the issuer or its subsidiaries are party,

differentiating between labour, tax, civil and other matters.	44
4.7	Other relevant contingencies not covered by previous items:	47

4.8 In relation to the country of origin rules of the foreign issuer and the rules of the country where the foreign issuer's

securities are held in custody, if different from the country of origin, identifying:	48
5. Risk management and internal controls	50
5.1	Regarding risks listed in item 4.1, state:	50
5.2	Regarding market risks reported in item 4.2, state:	53

5.3

Regarding controls adopted by the issuer to ensure that financial statements are reliably prepared, state:

55

5.4. In relation to the internal mechanisms and procedures of integrity adopted by the issuer to prevent, detect and rectify deviations, fraud, irregularities and unlawful acts against the public administration, national or foreign, informs: 57

5.5 Regarding the last fiscal year, inform whether there were material changes to the main risks the issuer is exposed to or to the adopted risk management policy, also comment on any expected decrease or increase of the issuer's exposure

to said risks	59
5.6 Provide other information deemed relevant	61
6 History of the issuer	62
6.1	With respect to formation of the issuer, inform:	62
6.2	Inform period of duration, if applicable	63
6.3	Brief History	64
6.4	Date of registration with the CVM or indication that the registration is being requested:	65
6.5	Information on bankruptcy petition filed for a material amount or a judicial or extrajudicial recovery	66
6.6	Other significant information	67
7 Issuer Activities	68
7.1	Summarise the activities developed by the issuer and its subsidiaries	68
7.1-A.	Indicate, if the issuer is a mixed-capital company:	71
7.2	Information on operating segments	72
7.3	Information on the products and services related to the operating segments	75

7.4 Identify whether there are customers who are responsible for more than 10% of total net revenues of the issuer,

informing:	80
7.5	Significant effects of state legislation on activities	81
7.6	Material foreign revenue	87

7.7 In relation to foreign countries published in item 7.6, inform the extent to which the issuer is subject to regulation

in these countries and how that affects the issuer's business	88
7.8	Regarding social and environmental policies, state:	89
7.9	Other material information	90
8 Extraordinary businesses	91
8.1	Description	91
8.2	Significant changes in the way the issuer's business is conducted	93

8.3. Material contracts entered into by the issuer and its subsidiaries not directly related to their operating activities 94

8.4	Supply other information that the issuer deems relevant	95
9 Relevant assets	96
9.1	Describe the non-current assets relevant to the development of issuer's activities, indicating in particular:	96
9.1	Describe the non-current assets relevant to the development of issuer's activities, indicating in particular:	101
9.2	Other material information	102
10	Officer's comments	103
10.1 Officer's comments	103
		2

10.2 Operating and financial results

115

10.3. Officers should comment on the material effects that the events below have caused or are expected to cause the

financial statements of the issuer and its results:	118
10.4	Significant changes in accounting practices - qualifications and emphases in the auditor's opinion report	119
10.5	Critical accounting policies	123
10.6	Items not reported in the financial statements	124

10.7 Regarding each of the items not indicated in the financial statements established in item 10.6, the officers must

comment on:	126
10.8 Business Plan	127
10.9	Other factors with material influence	128
11	Projections	129
11.1	Disclosed projections and assumptions	129
11.2	Monitoring and changes in disclosed projections	130
12	General Meeting and Management	131

12.1 Describe the issuer's management structure, as stipulated in its bylaws and internal operating rules, identifying: 131

12.2	Describe the rules, policies and practices relating to general meetings, indicating:	132
12.3	Rules, policies and practices related to the Board of Directors:	134

12.4 As the case may be, describe the arbitration clause contained in the bylaws for the resolution of conflicts among

shareholders and between shareholders and the issuer by means of arbitration	135
12.5	Identify each of the managers and members of the issuer's audit committee in table form:	136
12.6	Percentage attendance at Board of Directors' meetings last year:	139
12.7 / 12.8	Provide the information mentioned in item 12.6 in relation to the members of the statutory councils, as well
as the audit, risk, financial and compensation dossiers, even if such committees or structures are not statutory	140

1. Inform the existence of a marital relationship, civil union or even familial relationship up to the second degree: 143
2. Inform the subordination relations, service rendering or control maintained over the past 3 fiscal years, between

issuer's managers and:	144
12.11	Agreements, including insurance policies, for payment or reimbursement of managers' expenses	145
12.12	Other relevant information	146
13	Management compensation	147
13.1		Description of compensation policy or practice including that of the non-Executive Board	147
13.2		Total compensation of the Board of Directors, Executive Board, and fiscal council	151
13.3		Variable compensation of the Board of Directors, Executive Board and Fiscal Council	152
13.4		Share-based compensation plan for the Board of Directors and Executive Board	153
13.5		Share-based compensation of the Board of Directors and Executive Board	156

13.6 Regarding the outstanding options of the Board of Directors and of the Executive Board at the end of the last

fiscal year, prepare table with the following content:

159

13.7 Regarding the options exercised and shares delivered related to the share-based compensation of the Board of

Directors and of the Executive Board, for the last 3 fiscal years, prepare the table with the following contents:

160

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