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| Q | | What is the voting requirement to approve each of the proposals and the effect, if any, of each vote? |
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| A | | The following table describes the proposals to be considered at the 2025 Annual Meeting of Stockholders, the vote required to elect directors and to adopt each of the other proposals, and the manner in which votes will be counted: |
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| | | Proposal | | Vote Required | | Effect of Abstentions | | Effect of Broker Non-Votes | |
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| | | | | | Election of the nominees for Class I and Class III Directors. | | Plurality of votes cast | | No effect(1) | | No effect | |
| | | 1 | | |
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| | | | | | Approval, on an advisory basis, of the compensation of our Named Executive Officers for fiscal year 2024. | | Majority of shares present and entitled to vote thereon | | Same as vote against | | No effect | |
| | | 2 | | |
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| | | | | | Ratification of the appointment of Independent Auditor. | | Majority of shares present and entitled to vote thereon | | Same as vote against | | No effect; Brokers have discretion to vote | |
| | | 3 | | |
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| | | | | | Approval of the redomestication of MercadoLibre, Inc. from Delaware to Texas by conversion | | Majority of the outstanding shares entitled to vote thereon | | Same as vote against | | No effect | |
| | | 4 | | | | | | |
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| | 1.A vote to “Withhold” will not have any effect on the election. Stockholders do not have the option to “Abstain” from voting on the proposal for election of the nominees for Class I and Class III Directors. |
5.Voting Results
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| Q | | Where can I find the voting results of the 2025 Annual Meeting? |
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| A | | We will announce final voting results in a current report on Form 8-K that will be filed with the SEC within four business days after the 2025 Annual Meeting and that will also be available on our investor relations website. |
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Links to websites included in this proxy statement are provided solely for convenience purposes. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the SEC.
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94 | 2025 Proxy Statement | | MercadoLibre |
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NON-GAAP FINANCIAL MEASURE
This proxy statement contains a non-GAAP measure of financial performance. This non-GAAP measure is non-GAAP Income from operations (in constant dollars).
This non-GAAP measure should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP and may be different from Income from operations (in constant dollars) non-GAAP measure used by other companies. In addition, this non-GAAP measure is not based on any comprehensive set of accounting rules or principles. Income from operations (in constant dollars) non-GAAP measure has limitations in that it does not reflect the impact of foreign exchange as required by U.S. GAAP.
We believe that FX neutral measures provide useful information to both management and investors by excluding the foreign currency exchange rate impact that may not be indicative of our core operating results and business outlook.
The non-GAAP Income from operations (in constant dollars) for 2024, 2023 and 2022 was calculated by using the average monthly exchange rates for each month during 2023, 2022 and 2021, respectively, and applying them to the corresponding months in 2024, 2023 and 2022, so as to calculate what our income from operations would have been had exchange rates remained stable from one year to the next. The table below excludes intercompany allocation FX effects. Finally, these measures do not include any other macroeconomic effect such as local currency inflation effects, the impact on impairment calculations or any price adjustment to compensate for local currency inflation or devaluations.
Reconciliation of this non-GAAP financial measure to the most comparable U.S. GAAP financial measure can be found in the table below.
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| | Year Ended December 31, | |
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| | 2024 ($ in millions) | 2023(1) ($ in millions) | 2022(1) ($ in millions) | |
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| Income from operations | 2,631 | 2,207 | 1,069 | |
| FX Neutral effect | 2,134 | 909 | 57 | |
| Income from operations (in constant dollars) | 4,765 | 3,116 | 1,126 | |
1.The Company decided to reclassify and present certain financial results related to Mercado Pago’s activities from “Other income (expenses)” to “Net services revenues and financial income” and “Cost of net revenues and financial expenses” in the Statement of Income. Therefore, 2023 and 2022 balances have been recast for consistency with the 2024 presentation. For further information, please refer to Note 2 – Summary of significant accounting policies - Change in the presentation of certain financial results and reclassification of prior years results, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
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| MercadoLibre | | 2025 Proxy Statement | 95 |
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Our headquarters are located at WTC Free Zone Dr. Luis Bonavita 1294, Of. 1733, Tower II Montevideo, Uruguay, 11300 and the telephone number at that location is +(598) 2-927–2770.
2026 ANNUAL MEETING
A stockholder may present proper proposals for inclusion in our proxy statement and for consideration at the 2026 Annual Meeting of Stockholders by submitting their proposals in writing to us in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2026 Annual Meeting of Stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices no later than December 29, 2025; provided, however, that in the event that we hold our 2026 Annual Meeting of Stockholders more than 30 days before or after the one-year anniversary date of the 2025 Annual Meeting, we will disclose the new deadline by which stockholders proposals must be received under Item 5 of our earliest possible quarterly report on Form 10-Q or, if impracticable, by any means reasonably calculated to inform stockholders. In addition, stockholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:
MercadoLibre, Inc.
Attn: Corporate Secretary
WTC Free Zone Dr. Luis
Bonavita 1294, Of. 1733,
Tower II Montevideo,
Uruguay, 11300
Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders or nominate persons for election to our board at our annual meeting but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) specified in the notice of a meeting (or any supplement thereto) given by or at the direction of the chairman of the board or our board of directors, (2) otherwise properly brought before the meeting by the chairperson or by or at the direction of a majority of our board of directors, or (3) properly brought before the meeting by a stockholder entitled to vote at the annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our bylaws.
To be timely, our Corporate Secretary must receive the written notice at our principal executive offices not earlier than 90 days and not later than 60 days before the anniversary of the date on which we first mailed our proxy materials for the prior year’s annual meeting of stockholders (i.e. between January 28, 2026 (inclusive) and February 27, 2026 (inclusive) for our 2026 Annual Meeting of Stockholders). However, in the event that the date of the 2026 Annual Meeting of Stockholders is advanced or delayed by more than 30 days from the first anniversary of the date of the 2025 Annual Meeting, in order to be timely, a proposal or nomination by the stockholder must be delivered not later than the later of (i) 90 days before the 2026 Annual Meeting of Stockholders or (ii) 10 days following the day on which public announcement of the date of such meeting is first
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96 | 2025 Proxy Statement | | MercadoLibre |
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STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING
made. The notice must contain the information required by our bylaws and satisfy the other requirements with respect to such proposals and nominations contained in our bylaws and satisfy the other requirements with respect to such proposals and nominations contained in our bylaws. In addition to satisfying the requirements set forth in our Bylaws, in order to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by SEC Rule 14a-19 no later than January 28, 2026. If a stockholder fails to meet the deadlines in Rule 14a-8 and our bylaws or fails to comply with SEC Rule 14a-4, we may exercise discretionary voting authority under proxies we solicit to vote on any such proposal. Our bylaws were filed with the SEC as an exhibit to our registration statement on Form S-1 on May 11, 2007, which can be viewed by visiting our investor relations website and may also be obtained by writing to our Corporate Secretary at our principal executive office (WTC Free Zone Dr. Luis Bonavita 1294, Of. 1733, Tower II Montevideo, Uruguay, 11300).
By order of the board of directors,
Marcos Galperin
Chairman of the Board, President and Chief Executive Officer
April 28, 2025
Montevideo, Uruguay
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| MercadoLibre | | 2025 Proxy Statement | 97 |
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ANNEX A
Plan of Conversion of
MercadoLibre, Inc., a Delaware corporation,
into
Mercado Libre, Inc., a Texas corporation
This PLAN OF CONVERSION (this “Plan”), dated as of [●], 2025, is hereby adopted by MercadoLibre, Inc., a Delaware corporation (the “Converting Entity”), in order to set forth the terms, conditions and procedures governing its conversion into, and continued existence as, Mercado Libre, Inc., a Texas corporation (the “Converted Entity”), pursuant to Title 1, Chapter 10, Subchapter C of the Texas Business Organizations Code (the “TBOC”) and Section 266 of the Delaware General Corporation Law (the “DGCL”).
WHEREAS, the Board of Directors of the Converting Entity has approved this Plan and the conversion of the Converting Entity into the Converted Entity (the “Conversion”), has adopted such resolutions as required pursuant to the terms of the DGCL, and has submitted and recommended this Plan and the Conversion for approval by the stockholders of the Converting Entity, and the stockholders of the Converting Entity have validly approved this Plan and the Conversion in accordance with the requirements of the DGCL and the certificate of incorporation of the Converting Entity.
NOW, THEREFORE, the Converting Entity does hereby adopt this Plan, as set forth below:
1.Plan of Conversion.
a.The name of the Converting Entity is “MercadoLibre, Inc.”, a Delaware corporation.
b.The name of the Converted Entity is “Mercado Libre, Inc.”, a Texas corporation.
c.The Converting Entity is continuing its existence, without lapse or interruption, in the organizational form of a Texas for-profit corporation under the name “Mercado Libre, Inc.”; that is, in the organizational form of the Converted Entity.
d.The Converted Entity is to be a corporation and its jurisdiction of formation is the State of Texas.
e.As of the Effective Time (as defined in Section 2), automatically by virtue of the Conversion and without any further action on the part of any person, each share of common stock (including restricted stock, which shall remain restricted), par value $0.001 per share, of the Converting Entity shall convert into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Converted Entity, and any warrant, option, restricted stock unit, equity or equity-based award, or other right to acquire any, or of any instrument to convert into or based on the value of, common stock or other equity security of the Converting Entity shall from and after the Effective Time, be a warrant, option, restricted stock unit, equity or equity-based award or other right to acquire any, or of any instrument to convert into or based on the value of, the same amount of common stock or other equity securities of the Converted Entity, respectively, and, if applicable, with the same exercise or purchase price per share. No shares of preferred stock are issued and outstanding as of the Effective Time.
f.As of the Effective Time, automatically by virtue of the Conversion and without any further action on the part of any person, each employment letter or agreement, employee benefit plan or agreement, incentive compensation plan or agreement or other similar plan or agreement to which the Converting Entity is a party, or otherwise maintains, sponsors or contributes, shall continue to be a plan or agreement of the Converted Entity on the same terms and conditions and any references to the Converting Entity thereunder shall mean the Converted Entity on and after the Effective Time. To the extent that any such plan, letter or agreement provides for the issuance, or is otherwise based on the value, of common stock or other equity securities of the Converting Entity, as of the Effective Time, automatically by virtue of the Conversion and without any further action on the part of any person, such plan or agreement shall be deemed to provide for the issuance, or be based on the value, of common stock or other equity securities of the Converted Entity, respectively.
g.All of the outstanding certificates representing shares of common stock of the Converting Entity common stock immediately prior to the Effective Time shall be deemed for all purposes to continue to evidence ownership of and to represent the same number of shares of common stock of the Converted Entity.
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| MercadoLibre | | 2025 Proxy Statement | A-1 |
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h.As of the Effective Time, automatically by virtue of the Conversion and without any further action on the part of any person, each agreement to which the Converting Entity is a party, shall continue to be an agreement of the Converted Entity on the same terms and conditions and any references to the Converting Entity thereunder shall, on and after the Effective Time, mean the Converted Entity.
2.Effective Time. The Conversion will be consummated under the TBOC by filing with the Secretary of State of the State of Texas (a) a Certificate of Conversion in the form required by the TBOC (the “Texas Certificate”) and executed in accordance with the relevant provisions of the TBOC and (b) a Certificate of Formation in the form attached hereto as Exhibit A (the “Certificate of Formation”). The time on which such Texas Certificate is accepted by the Texas Secretary of State shall be the “Effective Time”. Simultaneously with the filing of the Texas Certificate, the Converting Entity is authorized and empowered to take any such actions as may be necessary or prudent in connection with the Conversion under the DGCL.
3.Effects of the Conversion. The Conversion will have the effects set forth in the TBOC and, to the extent necessary, the DGCL, including without limitation the effects set forth in Section 1.c of this Plan. The Converted Entity will be responsible for the payment of all of the Converting Entity’s fees and franchise taxes and will be responsible for all of its debts and liabilities.
4.Governance of the Converted Entity. On and after the Effective Time, the affairs of the Converted Entity shall be governed in accordance with the TBOC and the Certificate of Formation, and the Bylaws of the Converted Entity in substantially the form attached hereto as Exhibit B. Immediately after the Effective Time, the directors and officers of the Converting Entity shall continue as the directors and officers of the Converted Entity.
5.Foreign Qualifications of the Converted Entity. For the purpose of authorizing the Converted Entity to do business in any state, territory, or dependency of the United States, including, but not limited to, Delaware, or of any foreign country in which it is necessary or expedient for the Converted Entity to transact business, the officers of the Converted Entity are hereby authorized and empowered to appoint and substitute all necessary agents or attorneys for service of process, to designate and to prepare, execute, and file, for and on behalf of the Converted Entity, all necessary certificates, reports, powers of attorney, and other instruments as may be required by the laws of such state, territory, dependency, or country to authorize the Converted Entity to transact business therein, and whenever it is expedient for the Converted Entity to cease doing business therein and withdraw therefrom, to revoke any appointment of agent or attorney for service of process, and to file such certificates, reports, revocation of appointment, or surrender of authority as may be necessary to terminate the authority of the Converted Entity to do business in any such state, territory, dependency, or country, and all actions taken by the officers of the Converted Entity prior to the Effective Time in furtherance of this Section 5 shall be, and each of them hereby is, approved, ratified and confirmed in all respects as the proper acts and deeds of the Converted Entity.
6.Third Party Beneficiaries. This Plan shall not confer any rights or remedies upon any person or entity other than as expressly provided herein. It being understood that, notwithstanding anything to the contrary in this Plan, no provision of this Plan is intended to, or does, confer any rights or remedies on any current or former employee or other service provider of the Converting Entity (nor any other individual associated therewith) and none of such individuals shall be regarded for any purpose as a third party beneficiary to this Plan.
7.Severability. Whenever possible, each term and provision of this Plan will be interpreted in such manner as to be effective and valid under applicable law, but if any term or provision of this Plan is held to be prohibited by or invalid under applicable law or in any jurisdiction, such term or provision will be ineffective only to the extent, of such prohibition or invalidity, without invalidating the remainder of this Plan. Upon the determination that any term or provision of this Plan is invalid, illegal or unenforceable, such term or provision shall be deemed amended in such jurisdiction, without further action on the part of any person or entity, to the limited extent necessary to render the same valid, legal or enforceable.
[Signature Page Follows]
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A-2 | 2025 Proxy Statement | | MercadoLibre |
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IN WITNESS WHEREOF, MercadoLibre, Inc., a Delaware corporation, has caused this Plan to be executed by its duly authorized representative as of the date first stated above.
MercadoLibre, Inc.
a Delaware corporation
By:_________________________
Name:
Title:
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| MercadoLibre | | 2025 Proxy Statement | A-3 |
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ANNEX B
CERTIFICATE OF FORMATION OF MERCADO LIBRE, INC.
Mercado Libre, Inc., a corporation organized under the laws and the State of Texas (the, “Corporation”), hereby certifies that:
A. MercadoLibre, Inc., a Delaware corporation (the “Delaware Corporation”), with its principal place of business at Dr. Luis Bonavita 1294, Of. 1733, Tower II Montevideo, Uruguay, 11300, was originally incorporated on October 15, 1999.
B. The Delaware Corporation was converted into a corporation incorporated under the laws of the State of Texas under the name “Mercado Libre, Inc.” on [●] [●], 2025, pursuant to a plan of conversion, under which the Delaware Corporation converted to the Corporation.
ARTICLE I
NAME
The name of the Corporation is Mercado Libre, Inc.
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the Corporation in the State of Texas is 815 Brazos Street, Ste. 500, Austin, Texas 78701. The name of the Corporation’s registered agent at such address is United Corporate Services, Inc. The initial mailing address of the Corporation is Dr. Luis Bonavita 1294, Of. 1733, Tower II Montevideo, Uruguay, 11300.
ARTICLE III
NATURE OF BUSINESS
The purpose for which the Corporation is organized is to conduct any lawful business, and to promote any lawful act or activity for which corporations may be organized under the Texas Business Organizations Code (the “TBOC”).
ARTICLE IV
CAPITAL STOCK
Section 4.1.Authorized Capital Stock. This Corporation is authorized to issue 150,000,000 shares, consisting of (i) 110,000,000 shares of Common Stock, par value $0.001 per share (“Common Stock”) and 40,000,000 shares of Preferred Stock, par value $0.001 per share (“Preferred Stock”). The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors of the Corporation (the “Board of Directors”) upon any issuance of the Preferred Stock of any series. Any unissued shares of Common Stock may be classified or reclassified into other classes or series of stock in accordance with the TBOC. Prior to issuance of shares of each class or series, the Board of Directors shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption for each class or series of Common Stock pursuant to a resolution adopted by the Board of Directors and/or provided in the TBOC. To the maximum extent permitted by the TBOC, but subject to the rights, if any, of the holders of Preferred Stock as specified in this Certificate of Formation or in any certificate of designation, and further subject to the Bylaws and the provisions of this Certificate of Formation, the vote of shareholders holding a majority of the issued and outstanding shares of stock entitled to vote on the matter shall be sufficient to approve, authorize, adopt, or to otherwise cause the Corporation to take, or affirm the Corporation’s taking of, any action, including any “fundamental business transaction” and “fundamental action” as defined in the TBOC.
Section 4.2.Preferred Stock. Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided. Any shares of Preferred Stock that may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law. To the maximum extent permitted by the TBOC, all shares of stock of any class then outstanding shall vote as a single class on all matters except as otherwise set forth in this Certificate of Formation or in the resolutions authorizing any class of Preferred Stock.
Authority is hereby expressly granted to the Board of Directors from time to time to issue Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issuance of the shares thereof, to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limitation thereof, dividend rights, conversion rights, redemption privileges
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| MercadoLibre | | 2025 Proxy Statement | B-1 |
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and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the TBOC. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law.
The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of two-thirds of the stock of the Corporation entitled to vote.
ARTICLE V
DIRECTORS
Section 5.1.Initial Directors; Number of Directors; Term.
(a) The number of directors constituting the initial Board of Directors is nine (9) and their names and addresses are as follows:[1]
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Name | Address |
| [●] | [●] |
| [●] | [●] |
| [●] | [●] |
| [●] | [●] |
| [●] | [●] |
| [●] | [●] |
| [●] | [●] |
| [●] | [●] |
| [●] | [●] |
(b) The number of directors that shall constitute the Board of Directors shall be fixed solely by the manner provided in the Bylaws.
(c) The Board of Directors shall be divided into three classes as nearly equal in number as possible, with one class to be elected annually. The term of office of the initial directors shall be as follows: the term of directors of the first class shall expire at the first annual meeting of shareholders after the effective date of this Certificate of Formation; the term of office of the directors of the second class shall expire at the second annual meeting of shareholders after the effective date of this Certificate of Formation; and the term of office of the third class shall expire at the third annual meeting of shareholders after the effective date of this Certificate of Formation; and, as to directors of each class, when their respective successors are elected and qualified. At each annual meeting of shareholders, directors elected to succeed those whose terms are expiring shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders (except to the extent necessary to ensure that the Board of Directors shall be divided into three classes as nearly equal in number as possible) and when their respective successors are elected and qualified.
Section 5.2.Removal. Any director (including persons elected by directors or shareholders to fill vacancies in the Board of Directors) may be removed from office by shareholders only for cause and only upon the affirmative vote of not less than two-thirds of the total votes eligible to be cast by shareholders at a duly constituted meeting of shareholders called expressly for such purpose. Cause for removal shall exist only if the director whose removal is proposed has been either declared of unsound mind by an order of a court of competent jurisdiction, convicted of a felony or of an offense punishable by imprisonment for a term of more than one year by a court of competent jurisdiction, or deemed liable by a court of competent jurisdiction for gross negligence or willful misconduct in the performance of such director’s duties to the Corporation.
Section 5.3.Vacancies. Vacancies in the Board of Directors shall be filled in accordance with the procedures set forth in the Bylaws.
[1] Names of directors to be filled in following the results of shareholder votes at the annual meeting due to potential vacancies on the Board of Directors. We expect to use the Corporation’s principal place of business for each director’s address, which is Dr. Luis Bonavita 1294, Of. 1733, Tower II Montevideo, Uruguay, 11300.
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B-2 | 2025 Proxy Statement | | MercadoLibre |
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ARTICLE VI
BYLAWS
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation.
ARTICLE VII
WRITTEN BALLOT, ACTION WITHOUT A MEETING, CUMULATIVE VOTING
Section 7.1.Election by Written Ballot. Election of directors at an annual or special meeting of shareholders need not be by written ballot unless the Bylaws of the Corporation so provide.
Section 7.2.Action Without a Meeting. Any action required or permitted by the TBOC to be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all holders of shares entitled to vote on such action. Any such action taken by written consent shall be delivered to the Corporation at its principal office.
Section 7.3.Cumulative Voting. Shareholders of the Corporation shall not be permitted to cumulate their votes for the election of directors or for any other purpose.
ARTICLE VIII
SPECIAL MEETINGS, INTRODUCTION OF BUSINESS
Section 8.1.Special Meetings. Unless otherwise required by law, special meetings of the shareholders of the Corporation, for any purpose or purposes, may be called only by (i) a majority of the Board of Directors, (ii) the Chairman of the Board of Directors, (iii) the Chief Executive Officer of the Corporation, or (iv) the holders of not less than 50% (or the highest percentage of ownership that may be set under the TBOC) of the Corporation’s then issued and outstanding shares of stock entitled to vote at such special meeting.
Section 8.2.Introduction of Business and Shareholder Nominations. Advance notice of shareholder nominations for election of directors and other business to be brought by shareholders before a meeting of shareholders shall be given in accordance with the procedures outlined in the Bylaws of the Corporation in order for such nominations or other business to be considered at such meeting.
ARTICLE IX
LIABILITY OF DIRECTORS AND OFFICERS
To the fullest extent permitted by the TBOC, as the same may be amended from time to time, or any other applicable laws presently or thereafter in effect, a director or officer of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer. If the TBOC is hereafter amended to authorize, with the approval of a corporation’s shareholders, further elimination of the liability of a corporation’s directors or officers for breach of fiduciary duty, then a director or officer of the Corporation shall not be liable for any such breach to the fullest extent permitted by the TBOC, as so amended. No amendment or repeal of this provision will deprive a director or officer of the benefits of this Article IX with respect to any act or omission occurring prior to such amendment or repeal.
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| MercadoLibre | | 2025 Proxy Statement | B-3 |
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ARTICLE X
INDEMNIFICATION
Section 10.1Right to Indemnification. The Corporation shall, to the fullest extent permitted by the TBOC, as the same may be amended from time to time, or any other applicable laws presently or thereafter in effect, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether brought by or in the right of the Corporation or otherwise, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation and is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. The right to indemnification shall extend to the heirs, executors, administrators and estate of any such director or officer. The right to indemnification provided in this Article X (a) will not be exclusive of any other rights to which any person seeking indemnification may otherwise be entitled, including, without limitation, pursuant to any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, and (b) will be applicable to matters otherwise within its scope whether or not such matters arose or arise before or after the adoption of this Article X. Without limiting the generality or the effect of the foregoing, the Corporation may adopt bylaws, or enter into one or more agreements with any person, that provide for indemnification greater or otherwise different than that provided in this Article X or the TBOC, and any such agreement approved by the Board of Directors will be a valid and binding obligation of the Corporation regardless of whether one or more members of the Board of Directors, or all members of the Board of Directors, are parties thereto or to similar agreements. Any amendment or repeal of, or adoption of any provision inconsistent with, this Article X will not adversely affect any right or protection existing hereunder, or arising out of events occurring or circumstances existing, in whole or in part, prior to such amendment, repeal or adoption, and no such amendment, repeal or adoption will affect the legality, validity or enforceability of any agreement entered into or right granted prior to the effective date of such amendment, repeal or adoption.
Section 10.2Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this Article X shall include the right to be paid by the Corporation the expenses (including, without limitation, attorneys’ fees and expenses) reasonably incurred in defending any such action, suit or proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the TBOC so requires, an Advancement of Expenses incurred by an indemnitee in his or her capacity as a director or officer as described in Section 1 of Article X above (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of (i) an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under this Section 2 or otherwise and (ii) any other documentation as may be required by the TBOC. The rights to indemnification and to the Advancement of Expenses conferred in Sections 1 and 2 of this Article X shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Notwithstanding the foregoing, the Corporation shall not be required to advance any expenses to a person against whom the Corporation directly brings a claim, in a proceeding, alleging that such person has breached his or her duty of loyalty to the Corporation, committed an act or omission not in good faith or that involves intentional misconduct in the performance of his or her duties to the Corporation.
Section 10.3.Merger or Consolidation. For purposes of this Article X, references to the “Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article X with respect to the resulting or surviving Corporation as he or she would have with respect to such constituent Corporation if its separate existence had continued.
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B-4 | 2025 Proxy Statement | | MercadoLibre |
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ARTICLE XI
RESTRICTIONS ON OFFERS AND ACQUISITIONS OF THE CORPORATION’S EQUITY SECURITIES
Section 11.1Restrictions. No individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (each, a “Person”) shall directly or indirectly offer to acquire or acquire, whether voluntarily or involuntarily, by operation of law or otherwise, the beneficial ownership of any securities of the Corporation that will cause it to beneficially own (i) more than 20% of the issued and outstanding shares of any class of an equity security of the Corporation, or (ii) any securities convertible into, or exercisable for, any equity securities of the Corporation if, assuming conversion or exercise by such Person of all securities of which such Person is the beneficial owner which are convertible into, or exercisable for, such equity securities (but of no securities convertible into, or exercisable for, such equity securities of which such Person is not the beneficial owner), such Person would be the beneficial owner of more than 20% of any class of an equity security of the Corporation. For purposes of this Article XI, “beneficial ownership” of a security shall mean the power to directly, or indirectly, through any contract, arrangement or otherwise, (i) vote or direct the voting of such security, or (ii) invest, dispose or direct the disposition of such security.
Section 11.2Exclusions. The foregoing restrictions shall not apply to (i) any offer with a view toward public resale made exclusively to the Corporation by underwriters or a selling group acting on its behalf, (ii) any employee benefit plan or arrangement established by the Corporation or a subsidiary of the Corporation and any trustee of such a plan or arrangement, and (iii) any other offer or acquisition approved in advance by the affirmative vote of two-thirds of the members of the Board of Directors then in office.
Section 11.3Remedies. Any acquisition attempted to be made in violation of this Article XI shall be null and void. In the event that any securities of the Corporation are acquired in violation of this Article XI, all such securities beneficially owned by any Person in excess of 20% shall be considered “Excess Shares” and shall not be counted as shares of stock entitled to vote and shall not be voted by any Person or counted as voting shares of stock in connection with any matters submitted to shareholders for a vote. The Board of Directors may cause such Excess Shares to be transferred to an independent trustee for sale on the open market or otherwise, with the expenses of such trustee to be paid out of the proceeds of the sale. The Corporation shall be deemed to be the agent for such Person for the limited purpose of consummating a sale of such Excess Shares.
Section 11.4Rights Plans. Without (i) the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock or (ii) the consent of a majority of the Board of Directors, the Corporation shall not authorize or establish any Rights Plan. For purposes of this Certificate of Formation, a “Rights Plan” shall mean any plan or arrangement of the sort commonly referred to as a “shareholder rights plan” or “shareholder rights plan” including, without limitation, any issuance of securities or other distribution to shareholders of the Corporation, whether or not pursuant to any plan that includes conversion rights, exchange rights, warrants, options or any other rights of any kind, any of which would entitle the holders thereof to acquire, or provides for the holders thereof to receive, any securities of the Corporation either (i) at an exercise, option, conversion or exchange price that is less than the Fair Market Value (as defined below) of the underlying securities on the date of grant or (ii) at an exercise, option, conversion or exchange price that is determined by reference to the Fair Market Value of the underlying securities at the time of exercise and which either explicitly or implicitly by its terms would entitle the holders thereof to acquire, or provide for the holder thereof to receive, the underlying securities at a price other than the Fair Market Value of such securities on the date of grant. For purposes of this paragraph, “Fair Market Value” means (1) as to any class of securities traded on a national securities exchange or quoted on the recognized over- the-counter market, or any class of securities convertible by its terms into such securities, the last closing price on such exchange or last sale price so reported, in each case as to such traded or reported class of securities on the date nearest preceding the date of determination of the Fair Market Value and (ii) as to all other securities, the fair market value determined by the board of directors of the Corporation in the exercise of its good faith and reasonable best judgment.
Section 11.5Business Combinations. The Corporation hereby elects to opt in to the provisions of Subchapter M (Sections 21.601 – 21.610) of the TBOC.
ARTICLE XII
PERPETUAL EXISTENCE
The Corporation is to have perpetual existence.
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| MercadoLibre | | 2025 Proxy Statement | B-5 |
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ARTICLE XIII
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Formation, in the manner now or hereafter prescribed by statute, and all rights conferred in this Certificate of Formation on the shareholders of the Corporation are granted subject to this reservation. This Certificate of Formation may be amended only by the affirmative vote of the holders of not less than a majority of all of the votes entitled to be cast on the matter, except for the provisions in Section 2 of Article IV, and Articles V, VI, VII, VIII, XI and this Article XIII, which may be amended only by the affirmative vote of the holders of not less than two-thirds of all of the votes entitled to be cast on the matter.
IN WITNESS WHEREOF, I have hereunto signed my name this day of [●], 2025. | | |
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| Marcos Galperin |
| President and Chief Executive Officer |
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B-6 | 2025 Proxy Statement | | MercadoLibre |
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ANNEX C
MERCADO LIBRE, INC.
a Texas corporation
BYLAWS
As in effect pursuant to the plan of conversion adopted on [●] [●], 2025
MERCADO LIBRE, INC.
BYLAWS
ARTICLE I
SHAREHOLDERS
Section 1.1.Place of Meetings. All meetings of the shareholders for the election of directors or for any other purpose will be held at such place, within or outside the State of Texas, as may be designated from time to time by the Board of Directors (the “Board”) of Mercado Libre, Inc. (the “Corporation”) or, in the absence of a designation by the Board, by the Chairman of the Board, the President or the Chief Executive Officer of the Corporation, and stated in the notice of meeting. Notwithstanding the foregoing, the Board may, in its sole discretion, determine that meetings of the shareholders will not be held at any place, but may instead be held by means of remote communications, subject to those guidelines and procedures as the Board may adopt from time to time. The Board or the Chairman of the Board may postpone any previously scheduled annual or special meeting of the shareholders.
Section 1.2.Annual Meeting. An annual meeting of the shareholders will be held on such date and at such time in each fiscal year of the Corporation as shall be designated from time to time by the Board. At the annual meeting, the shareholders will elect directors of the Corporation and transact any other business as may properly be brought before the meeting in accordance with these Bylaws.
Section 1.3.Special Meetings. Special meetings of the shareholders may be called by (a) a majority of the Board, (b) the Chairman of the Board, (c) the President of the Corporation, (d) the Chief Executive Officer of the Corporation or (e) as otherwise provided in the Corporation’s Certificate of Formation (as amended from time to time, the “Certificate of Formation”). Any notice for a special meeting of the shareholders delivered by shareholders pursuant to the preceding sentence shall include the information required pursuant to Section 1.10(b). Special meetings of holders of any outstanding Preferred Stock of the Corporation (the “Preferred Stock”) may be called in the manner and for the purposes provided in the applicable Certificate of Designation, as defined in the Certificate of Formation subject to compliance with the Texas Business Organizations Code (the “TBOC”).
Section 1.4.Notice of Annual or Special Meetings. Written notice of every meeting of the shareholders, stating the place, if any, date, and time of the meeting, the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, in the case of a meeting held by remote communication, information on how to access the list of shareholders entitled to vote at the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be given not less than 10 nor more than 60 calendar days before the date of the meeting to each shareholder of record entitled to vote at such meeting, except as otherwise provided herein or by the TBOC. Written notice of every meeting of shareholders shall be given by personal delivery or by mail or by electronic communication to the extent permitted by the TBOC. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the shareholder at such shareholder’s address as it appears on the records of the Corporation. If electronically transmitted, such notice shall be deemed given when directed to an electronic mail address at which the shareholder has consented to receive notice. Confirmation of receipt will not be required.
Section 1.5.Quorum. Except as otherwise provided by the TBOC, by the Certificate of Formation, or in a Certificate of Designation, the holders of a majority of the shares issued and outstanding and entitled to vote at such meeting, present in person or by means of remote communication or represented by proxy, will constitute a quorum at any meeting of the shareholders for the transaction of business at a meeting of the shareholders. If, however, a quorum is not present or represented at any meeting of the shareholders, the shareholders entitled to vote at that meeting of shareholders, present in person or by means of remote communication or represented by proxy, will have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. The shareholders present at a meeting duly called or held at which a quorum was present may continue to do business until adjournment,
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| MercadoLibre | | 2025 Proxy Statement | C-1 |
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notwithstanding the withdrawal of shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.
Section 1.6.Inspectors. The Board may appoint one or more inspectors of election, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act as judges of the voting and to make a written report thereof and to determine those entitled to vote at any meeting of the shareholders, or at any adjournment thereof, in advance of the meeting and in accordance with the TBOC. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of shareholders, the chairperson of the meeting may appoint one or more substitute inspectors.
Section 1.7.Voting; Proxies.
(a)Except as otherwise provided by the TBOC, the Certificate of Formation or in any Certificate of Designation, each shareholder will be entitled at every meeting of the shareholders to one vote for each share of stock having voting power standing in the name of such shareholder on the books of the Corporation on the record date for the meeting and such votes may be cast either in person, by proxy or by means of remote communication, subject to those guidelines and procedures as the Board may adopt from time to time. Every proxy must be in a form permitted under the TBOC, including in writing or pursuant to the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, and filed with the Secretary of the Corporation. No proxy shall be valid for more than 11 months following the date of its execution unless expressly provided otherwise by the proxy. A shareholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing or pursuant to the transmission of a telegram, cablegram, or other means of electronic transmission revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. The vote upon any question brought before a meeting of the shareholders may be by voice vote, unless otherwise required by the TBOC, the Certificate of Formation or any Certificate of Designation, or the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by means of remote communication or represented by proxy at such meeting shall so determine otherwise. Every vote taken by written ballot shall be counted by one or more inspectors of election. When a quorum is present at any meeting, in all matters other than the election of directors, the vote of the holders of a majority of the stock that has voting power present in person or by means of remote communication or represented by proxy shall decide any question properly brought before such meeting, unless the question is one upon which a different vote is required pursuant to the provisions of the TBOC, the Certificate of Formation, a Certificate of Designation or these Bylaws, in which case such provision shall govern and control the decision of such question.
(b)Except as otherwise provided by the Certificate of Formation or in any Certificate of Designation, directors will be elected by a plurality of the votes of the shares present in person or by means of remote communication or represented by proxy at the meeting and entitled to vote on the election of directors.
(c)Whenever pursuant to the TBOC, the Certificate of Formation or any Certificate of Designation, shares of the Corporation’s capital stock are not eligible to vote on any matter or are disqualified from voting thereon, they will not be considered outstanding for purposes of the determination of a quorum, or the required vote to approve action upon any matter.
Section 1.8.List of Shareholders. It shall be the duty of the Secretary or other officer of the Corporation who has charge of the stock ledger to prepare and make, not later than the 11th day before the meeting of the shareholders (or such other period as may be required by the TBOC), a complete list of the shareholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each shareholder, the number of shares registered in such shareholder’s name, and such other information required by the TBOC. Such list shall be produced and kept available at the times and places required by the TBOC.
Section 1.9.Order of Business.
(a)The Chairman of the Board, or such officer of the Corporation designated by a majority of the Board, will call meetings of the shareholders to order and will act as the chairperson thereof. Except as otherwise provided by the TBOC or the Certificate of Formation or unless otherwise determined by the Board prior to the meeting, the chairperson of the meeting of the shareholders will also determine the order of business and have the authority in his or her sole discretion to regulate the conduct of the meeting, including without limitation, by imposing restrictions on the persons (other than shareholders of the Corporation or their duly appointed proxies) who may attend any such shareholders’ meeting, by ascertaining whether any shareholder or the shareholder’s proxy may be excluded from any meeting of the shareholders based upon any determination by the chairperson, in his or her sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings at the meeting of the shareholders and by determining the circumstances in which any person may make a statement or ask questions at any meeting of the shareholders.
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(b)At an annual meeting of the shareholders, only such business will be conducted or considered as is properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Chairman of the Board or the Board in accordance with these Bylaws, (ii) otherwise properly brought before the meeting by the chairperson or by or at the direction of a majority of the Board, or (iii) otherwise properly requested to be brought before the meeting by a shareholder of the Corporation in accordance with Section 1.10 of these Bylaws.
(c)At a special meeting of shareholders, only such business may be conducted or considered as is set forth in the notice of the meeting given pursuant to Section 1.4.
(d)The determination of whether any business sought to be brought before any annual or special meeting of the shareholders is properly brought before such meeting in accordance with these Bylaws will be made by the chairperson of such meeting. If the chairperson determines that any business is not properly brought before such meeting, he or she will so declare to the shareholders present at the meeting and any such business will not be conducted or considered.
Section 1.10.Shareholder Notices For New Business.
(a)For business to be properly requested by a shareholder to be brought before an annual meeting, the shareholder must (i) be entitled to vote at such meeting, and (ii) have given timely notice thereof in writing to the Secretary. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 nor more than 90 calendar days prior to the anniversary of the date on which the Corporation first mailed its proxy materials for the prior year’s annual meeting of shareholders; provided, however, that in the event that (i) there was no annual meeting held during the prior year or (ii) the annual meeting is called for a date that is not within 30 calendar days before or after the anniversary of the prior year’s annual meeting, in order to be timely notice by the shareholder must be so received not later than the close of business on the later of (a) the 90th calendar day prior to such annual meeting or (b) the tenth calendar day following the day on which public announcement was first made of the date of the annual meeting. In no event will the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder’s notice as described above. For purposes of the foregoing, the date on which the Corporation first mailed its proxy materials to shareholders will be the date so described in such proxy materials. For purposes of this Section 1.10 and Section 2.6(b), “public announcement” means disclosure in a press release reported by a national news service or otherwise published by the Corporation in a document publicly filed by the Corporation with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or furnished to shareholders.
(b)A shareholder’s notice to the Secretary must set forth as to each matter the shareholder proposes to bring before the annual meeting (or special meeting pursuant to Section 1.3), (i) a description in reasonable detail of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on the Corporation’s books, of the shareholder of record proposing such business and the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class and/or series and number of shares of capital stock of the Corporation that are owned beneficially and of record by the shareholder proposing such business and by the beneficial owner, if any, on whose behalf the proposal is made; (iv) any material interest of such shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made in such business; (v) a description of all arrangements or understandings among such shareholder, the beneficial owner on whose behalf the notice is given and any other person or persons (including their names) in connection with the proposal of such business of such shareholder and any material interest of such shareholder in such business; and (vi) a representation that such shareholder intends to appear in person or by proxy at the meeting to bring such business before the meeting. Notwithstanding the foregoing provisions of this Section 1.10(b), a shareholder must also comply with all applicable requirements of the Exchange Act, and the rules and regulations thereunder with respect to the matters set forth in this Section 1.10(b). Nothing in this Section 1.10(b) will be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.
Section 1.11.Adjourned Meetings and Notice of Same. Any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy, but in the absence of a quorum (except as provided in Section 1.5) no other business may be transacted at the meeting. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date, and time thereof, and the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 60 calendar days, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice of the place, date, and time thereof, and the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting must be given in conformity herewith. At any adjourned meeting, any business may be transacted which properly could have been transacted at the original meeting.
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| MercadoLibre | | 2025 Proxy Statement | C-3 |
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Section 1.12.Participation in Meetings by Remote Communications. If authorized by the Board, and subject to such guidelines and procedures as the Board may from time to time adopt, shareholders and proxy holders not physically present at a meeting of shareholders may participate in such meeting by means of remote communications, so long as all shareholders or proxy holders participating in the meeting can read or hear the proceedings of the meeting substantially concurrently with such proceedings.
Section 1.13.Action Without Meeting. Subject to the rights, if any, of the holders of any series of Preferred Stock that have been expressly granted the right to take action by less than unanimous written consent, any action required or permitted to be taken by the shareholders by written consent, and not at a duly called annual or special meeting of shareholders, may only be taken if such written consent is signed by all holders of shares entitled to vote on such action.
ARTICLE II
DIRECTORS
Section 2.1.Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board which may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by the TBOC or by the Certificate of Formation or by these Bylaws or required by the TBOC or by the Certificate of Formation or by these Bylaws to be exercised or done by the shareholders.
Section 2.2.Number; Election and Term of Office. Subject to the rights, if any, of any series of Preferred Stock to elect additional directors under circumstances specified in a Certificate of Designation, the authorized number of directors shall be fixed by resolution of the Board, and the shareholders may not increase or decrease the authorized number of directors. Except as provided in Section 2.5, the directors shall be elected at the annual meeting of the shareholders for such terms specified in the Certificate of Formation, except as otherwise required by the TBOC. Any reduction by the Board of the authorized number of directors may not remove any director prior to the expiration of that director’s term of office, unless, at the time of such decrease, there shall be vacancies on the Board that are being eliminated by such reduction.
Section 2.3.Committees.
(a)The Board may appoint from among its members an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board may establish such other committees as the Board may deem appropriate. Each committee may consist of one or more directors of the Corporation, and each shall have such powers and duties as the Board may confer pursuant to the TBOC and each committee’s respective charter. Each committee of the Board will serve at the pleasure of the Board or as may be specified in any resolution from time to time adopted by the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of the committee.
(b)Unless otherwise prescribed in any resolution from time to time adopted by the Board, a majority of the members of any committee of the Board is a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum will be the act of that committee. Each committee of the Board may prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board, and will keep a written record of all actions taken by such committee.
Section 2.4.Removal and Resignation. Subject to the provisions of the Certificate of Formation, any director may be removed, only for cause, by the Board at any time. Any director may resign by giving notice in writing or by electronic transmission to the Corporation. Unless the notice specifies a later time, the resignation will be effective when notice is received by the Corporation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
Section 2.5.Vacancies and New Directorships. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in a Certificate of Designation and except as provided in the Certificate of Formation, a vacancy or vacancies in the Board exist in case of the death, resignation or removal of any director, or if the authorized number of directors is increased or if the shareholders fail, at any annual or special meeting of shareholders at which any directors are elected, to elect the full authorized number of directors to be elected at that meeting. Vacancies in the Board may be filled in any manner permitted by the TBOC, including by (a) a majority of the remaining directors then in office, even though less than a quorum of the Board, or (b) a sole remaining director, in each case to the extent permitted by the TBOC. Any director so elected to fill a vacancy shall hold office for the remainder of the unexpired term of the director’s predecessor; provided, however, that a director elected to fill a vacancy resulting from an increase in the number of directors shall serve only until the next annual or special meeting of shareholders called to vote on the election of directors.
Section 2.6.Nominations of Directors; Election. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in a Certificate of Designation, only persons who are nominated in accordance with the following procedures will be eligible for election at a meeting of shareholders as directors of the Corporation.
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(a)Nominations of persons for election as directors of the Corporation may be made only at an annual meeting of shareholders (i) by or at the direction of the Board, (ii) by any shareholder of record who is entitled to vote for the election of directors at such meeting and who complies with the procedures set forth in this Section 2.6 or (iii) pursuant to the notice of the annual meeting. Nominations of persons for election as directors of the Corporation may be made at a special meeting of shareholders (i) by or at the direction of the Board, (ii) provided that the Board has determined that directors will be elected at the meeting, by any shareholder of record who is entitled to vote for the election of directors at such meeting and who complies with the procedures set forth in this Section 2.6 or (iii) pursuant to the notice of the special meeting. All nominations by shareholders must be made pursuant to timely written notice to the Secretary.
(b)(i) In the event of an annual meeting of shareholders, to be timely, a shareholder’s notice must be in writing and delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 nor more than 90 calendar days prior to the anniversary date of the date on which the Corporation first mailed its proxy materials for the prior year’s annual meeting of shareholders. However, if an annual meeting was not held during the prior year or if the annual meeting is called for a date that is not within 30 calendar days before or after the anniversary of the prior year’s annual meeting, notice by the shareholder in order to be timely must be so received no later than the close of business on the later of (a) 90 calendar days prior to the annual meeting or (b) the tenth calendar day following the first public announcement of the date of the annual meeting. In no event will the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder’s notice as described above. For purposes of the foregoing, the date on which the Corporation first mailed its proxy materials to shareholders will be the date so described in such proxy materials. (ii) In the event of a special meeting of shareholders, to be timely, a shareholder’s notice must be in writing and delivered to or mailed and received at the principal executive offices of the Corporation not less than 60 nor more than 90 calendar days prior to the date on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting; provided, however, that if the public announcement of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting is first made less than 60 calendar days prior to the date of the special meeting, a shareholder notice must be received no later than the close of business on the tenth calendar day following the first public announcement of the date of the special meeting.
(c)To be in proper written form, such shareholder’s notice must set forth or include: (i) the name and address, as they appear on the Corporation’s books, of the shareholder giving the notice and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) a representation that the shareholder giving the notice is a holder of record of stock of the Corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to nominate the person or persons specified in the notice; (iii) the class and/or series and number of shares of capital stock of the Corporation owned beneficially and of record by the shareholder giving the notice and by the beneficial owner, if any, on whose behalf the nomination is made; (iv) a description of all arrangements or understandings between or among any of (A) the shareholder giving the notice, (B) the beneficial owner on whose behalf the notice is given, (C) each nominee, and (D) any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder giving the notice; (v) such other information regarding each nominee proposed by the shareholder giving the notice as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Commission under the Exchange Act had the nominee been nominated, or intended to be nominated, by the Board; and (vi) the signed consent of each nominee to serve as a director of the Corporation if so elected. At the request of the Board, any person nominated by the Board for election as a director must furnish to the Secretary that information required to be set forth in a shareholder’s notice of nomination that pertains to the nominee. The chairperson of the meeting will, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he or she should so determine, he or she will so declare to the meeting and the defective nomination will be disregarded. Notwithstanding the foregoing provisions of this Section 2.6(c), a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws.
(d)Notwithstanding anything in these Bylaws to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board at least 60 calendar days prior to the anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of shareholders, a shareholder’s notice required by these Bylaws will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement was first made by the Corporation.
Section 2.7.Regular Meetings. Regular meetings of the Board may be held immediately after the annual meeting of the shareholders and at such other time and place either within or outside the State of Texas as may from time to time be determined by the Board. Notice of regular meetings of the Board need not be given.
Section 2.8.Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the President of the Corporation, the Chief Executive Officer of the Corporation or by a majority of the Board and notice will be deemed given to each director by whom such notice is not waived, if it is given 24 hours before the start of the meeting (i) in person, (ii) by facsimile telecommunication, when directed to a number at which the director has consented to receive notice, (iii) by electronic mail, when directed to an electronic mail address at which the director has consented to receive notice, or (iv) by
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other similar medium of communication, or if it is given 72 hours before the start of the meeting by mail, when deposited in the United States mail, postage prepaid, and when directed to an address to which the director has consented to receive notice. Special meetings of the Board may be held at such time and place either within or outside the State of Texas as is determined by the Board or specified in the notice of any such meeting.
Section 2.9.Quorum. At all meetings of the Board, a majority of the Board will constitute a quorum. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present will be regarded as the act of the Board, unless a greater number is required by the TBOC or by the Certificate of Formation. If a quorum is not present at any meeting of the Board, the directors present at the meeting may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum was present may continue notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for the meeting.
Section 2.10.Participation in Meetings by Remote Communications. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in the meeting can hear one another, and such participation in a meeting will constitute presence in person at the meeting.
Section 2.11.Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any directors’ meeting to another time and place. If a meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place will be given prior to the time of the adjourned meeting to the directors that were not present at the time of adjournment.
Section 2.12.Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee of the Board may be taken without a meeting if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes or proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 2.13.Compensation. The Board may establish such compensation for, and reimbursement of the expenses of, members of the Board and committees of the Board, as the Board may determine.
ARTICLE III
OFFICERS
Section 3.1.Officers. The officers of the Corporation shall be a President, a Chief Executive Officer, a Chief Financial Officer, a Secretary and a Treasurer. At the discretion of the Board, the Corporation may also have a General Counsel, one or more Vice Presidents and other officers as may be determined by the Board and as otherwise appointed in accordance with Section 3.3. Each officer shall have the authority and will perform those duties as are customarily incident to the office in which the officer serves, or as otherwise set forth in a resolution adopted by the Board. Any number of offices may be held by the same person. In the case of the absence or disability of any officer of the Corporation or for any other reason deemed sufficient by a majority of the Board, the Board may delegate the absent or disabled officer’s powers or duties to any other officer or to any director of the Corporation.
Section 3.2.Election. The officers of the Corporation, except those officers as may be appointed by the President or the Chief Executive Officer of the Corporation pursuant to Section 3.3, shall be elected by the Board. Each officer shall serve at the pleasure of the Board and will hold office until his or her successor is elected and qualified or until his or her earlier resignation, retirement, removal or death.
Section 3.3.Subordinate Officers. The Board may appoint, and may empower the President and/or the Chief Executive Officer to appoint, such Assistant Secretaries, Assistant Treasurers and other officers and agents as the Board, the President or the Chief Executive Officer shall deem necessary or proper in the conduct of the affairs of the Corporation with such designations, titles, seniority, duties and responsibilities as the Board, the President or the Chief Executive Officer shall deem advisable. All officers appointed by the Board, the President or the Chief Executive Officer shall perform their duties under the direction of the President and the Chief Executive Officer and shall receive compensation as from time to time fixed by the President and the Chief Executive Officer and shall hold their offices at the pleasure of any of the President, the Chief Executive Officer or the Board. The President and the Chief Executive Officer shall report appointments of officers pursuant to this Section 3.3 to the Board.
Section 3.4.Authority and Duties. Each of the officers of the Corporation will have such authority and will perform such duties as are customarily incident to their respective offices or as may be specified from time to time by the Board, the President or the Chief Executive Officer.
Section 3.5.Compensation. The compensation of all elected officers of the Corporation shall be fixed by the Board or by a committee of the Board. The Board may fix, or delegate the power to fix, the compensation of other officers and agents of the Corporation to an officer of the Corporation.
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Section 3.6.Removal and Resignation. Any officer may be removed, either with or without cause, by the Board at any time. Any officer may resign at any time upon written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
Section 3.7.Vacancies. A vacancy in any office because of death, resignation or removal shall be filled as provided in these Bylaws.
ARTICLE IV
STOCK
Section 4.1.Certificates. The shares of the Corporation shall be represented by certificates or shall be uncertificated. Certificates representing shares of stock of the Corporation will be in such form as is determined by the Board or a committee thereof, subject to applicable legal requirements. Each certificate will be numbered and its issuance recorded in the books of the Corporation and each certificate will exhibit the holder’s name and the number of shares, along with any other information required by the TBOC, and will be signed by, or in the name of, the Corporation by the Chairman of the Board, the President, the Chief Executive Officer, or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and may also be signed by, or bear the facsimile signature of, any properly designated transfer agent of the Corporation. Any or all of the signatures and the seal of the Corporation, if any, upon the certificates may be facsimiles, engraved or printed. The certificates may be issued and delivered notwithstanding that the person whose facsimile signature appears thereon may have ceased to be an officer at the time certificates are issued and delivered.
Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Section 3.202 of the TBOC or a statement that the corporation will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Section 4.2.Classes of Stock. The designations, preferences and relative participating, optional or other special rights of the various classes of stock or series thereof, and the qualifications, limitations or restrictions thereof, will be set forth in full or summarized on the face or back of the certificates which the Corporation issues to represent its stock or, in lieu thereof, such certificates will set forth the office of the Corporation from which the holders of certificates may obtain a copy of such information.
Section 4.3.Transfers. Stock of the Corporation shall be transferable in the manner prescribed by applicable law, and as provided in the Certificate of Formation and in these Bylaws. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares transferable hereunder, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it will be the duty of the Corporation to issue, or cause its transfer agent to issue, a new certificate to the person entitled thereto, cancel the prior certificate and record the transaction upon its books. Every certificate exchanged, returned or surrendered to the Corporation shall be marked “cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.
Section 4.4.Lost, Stolen or Destroyed Certificates. The Secretary may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of stock to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates or uncertificated shares, the Secretary may require the record holder of shares represented by such lost, stolen or destroyed certificate or certificates to provide the Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of the new certificate.
Section 4.5.Record Dates.
(a)In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the Board may fix a record date, which in the case of an annual meeting or a special meeting of the shareholders called by the Chairman of the Board, the President, the Chief Executive Officer or the majority of the Board will not be more than 60 nor less than 10 calendar days before the date of such meeting. If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the calendar day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the calendar day next preceding the day on which the meeting is held. A determination of shareholders of record
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entitled to notice of or to vote at a meeting of the shareholders will apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for any adjourned meeting.
(b)In order that the Corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date will not be more than 60 calendar days prior to such action. If no record date is fixed, the record date for determining shareholders for any such purpose will be at the close of business on the calendar day on which the Board adopts the resolution relating thereto.
(c)The Corporation will be entitled to treat the person in whose name any certificate representing shares or uncertificated shares of stock of the Corporation is registered as the owner thereof for all purposes, and will not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation has notice thereof, except as expressly provided by applicable law.
ARTICLE V
NOTICES
Section 5.1.General. Whenever by law or pursuant to the provisions of the Certificate of Formation or these Bylaws, notice is required to be given to any director or shareholder, it will not be construed to require personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his, her or its address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice will be deemed to be given at the time when the same is deposited in the United States mail. Notice to directors may also be given by overnight courier, telephone, form of electronic transmission (if consented to by the director) or as may otherwise be permitted by these Bylaws. Notice to a shareholder may also be given by a form of electronic transmission consented to by the shareholder. Notice by overnight courier will be deemed to be given one business day after being dispatched; notice by telephone will be deemed to be given when given personally; notice by facsimile telecommunication will be deemed to be given when directed to a number at which the director or shareholder has consented to receive notice; notice by electronic mail will be deemed to be given when directed to an electronic mail address at which the director or shareholder has consented to receive notice; notice by posting on an electronic network, together with separate notice to the director or shareholder of such specific posting, will be deemed to be given upon the later of (a) such posting, and (b) the giving of such separate notice; and notice by any other form of electronic transmission will be deemed to be given when directed to the director or shareholder by the means and at the location at which the director or shareholder has consented to receive notice.
Section 5.2.Waiver. Whenever any notice is required to be given by the TBOC or pursuant to the provisions of the Certificate of Formation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice or such person’s duly authorized representative, whether before or after the time of the event for which notice is to be given, will be deemed equivalent to such notice. Attendance of a person at a meeting will constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE VI
INDEMNIFICATION
Section 6.1.Indemnification. The Corporation shall indemnify its directors and officers to the fullest extent permitted by the TBOC and may, if and to the extent authorized by the Board, so indemnify any other person whom it has the power to indemnify against any liability, expense or other matter whatsoever.
Section 6.2.Additional Indemnification Rights. The rights of indemnification provided for in this Article VI shall be in addition to any rights to which any such director, officer or other person may be entitled under any agreement, vote of shareholders, the Certificate of Formation, or as a matter of law or otherwise.
Section 6.3.Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of any of its affiliates or another corporation, partnership, limited liability company, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the TBOC.
ARTICLE VII
EXCLUSIVE FORUM; JURY TRIAL WAIVER
Section 7.1.Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or other employee
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of the Corporation to the Corporation or the Corporation’s shareholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (c) any action asserting a claim against the Corporation or any current or former director or officer or other employee of the Corporation arising pursuant to any provision of the TBOC or the certificate of formation or these bylaws (in each case, as they may be amended from time to time), (d) any action asserting a claim related to or involving the Corporation that is governed by the internal affairs doctrine, or (e) any action asserting an “internal entity claim” as that term is defined in Section 2.115 of the TBOC shall be the Business Court in the Eighth Business Court Division (“Business Court”) of the State of Texas (provided that if the Business Court determines that it lacks jurisdiction, the United States District Court for the Northern District of Texas (the “Federal Court”) or, if the Federal Court lacks jurisdiction, the state district court of Texas located in Tarrant County). For the avoidance of doubt, this Article shall not apply to any direct claims under the Securities Act of 1933, as amended, or the 1934 Act.
Section 7.2.Jury Trial Waiver. Any shareholder, director, or officer of the Corporation (each, a “Covered Party”) hereby irrevocably and unconditionally waives any right that each Covered Party may have to a trial by jury in any legal action, proceeding, cause of action or counterclaim arising out of or relating to any internal entity claim, as defined under the TBOC, related to the Corporation, and each shareholder agrees that the shareholder’s continued holding of shares of stock of the Corporation shows their intentional and knowing waiver of any right to trial by jury with respect to such claims.
ARTICLE VIII
OTHER PROVISIONS
Section 8.1.Inspection of Bylaws. Upon the written request of any shareholder, the Corporation shall furnish to such shareholder a copy of these Bylaws as amended to date.
Section 8.2.Books and Records. The Corporation shall keep correct and complete books and records of account, shall keep minutes of the proceedings of its shareholders, the Board, and any committee of the Board, and shall keep at its registered office or principal place of business or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each.
Section 8.3.Fiscal Year. The fiscal year of the Corporation will be fixed from time to time by the Board.
Section 8.4.Seal. The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 8.5.Time Periods. In applying any provision of these Bylaws that requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days will be used unless otherwise specified, the day of the doing of the act will be excluded and the day of the event will be included.
Section 8.6.Securities of Other Corporations. The President, the Chief Executive Officer or any Vice President of the Corporation shall have the power and authority to transfer, endorse for transfer, vote, and take any other action with respect to any securities of another issuer which may be held or owned by the Corporation and to make, execute, and deliver any waiver, proxy or consent with respect to any such securities.
Section 8.7.Headings. The headings used in these Bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation.
Section 8.8.References. Whenever in these Bylaws the singular number is used, the same shall include the plural where appropriate, and words of any gender should include each other gender where appropriate.
Section 8.9.Conflict with Certificate of Formation. Whenever any provision of these Bylaws conflicts with a provision of the Certificate of Formation, the provision in the Certificate of Formation shall prevail.
ARTICLE IX
AMENDMENTS
Except as otherwise provided by the TBOC or the Certificate of Formation, these Bylaws may be amended in any respect at any time, either (a) at any meeting of shareholders, provided that any amendment or supplement proposed to be acted upon at any such meeting has been described or referred to in the notice of such meeting, and further provided that the provisions in Articles I, II, III, VII, and this Article IX may be amended only by the affirmative vote of the holders of not less than two-thirds of all of the votes entitled to be cast on the matter, or (b) at any meeting of the Board, provided that no amendment adopted by the Board may vary or conflict with any amendment properly adopted by the shareholders.
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ANNEX D
PROPOSED RESOLUTIONS OF THE BOARD OF DIRECTORS OF MERCADOLIBRE, INC.
April 14, 2025
Texas Redomestication.
WHEREAS, MercadoLibre, Inc. (the “Company”) is and has been a corporation incorporated under the laws of Delaware since October 15, 1999; and
WHEREAS, the Board of Directors of the Company (the “Board”) has considered and discussed the conversion of the Company from a Delaware corporation to a corporation incorporated under the laws of the state of Texas (the “Redomestication”) pursuant to Section 266 of the General Corporation Law of the State of Delaware (the “DGCL”), including discussions with Company management, outside counsel and a proxy solicitor; and
WHEREAS, the Board has determined it to be advisable and in the best interest of the Company and its stockholders to effect the Redomestication.
NOW, THEREFORE, BE IT RESOLVED, that the Redomestication is hereby approved in all respects; and be it
FURTHER RESOLVED, that the form, terms and provisions of the plan of conversion attached hereto as Exhibit A (the “Plan of Conversion”), and all transactions contemplated thereby, are hereby approved and adopted in all respects; and be it
FURTHER RESOLVED, that the form, terms and provisions of the Texas Certificate of Formation (the “Texas Charter”) and the Texas Bylaws (the “Texas Bylaws”) substantially in the form attached hereto as Exhibits A and B to the Plan of Conversion are hereby approved and adopted in all respects; and be it
FURTHER RESOLVED, that a proposal approving the Redomestication and the Plan of Conversion be presented to the stockholders of the Company for approval and adoption thereby at the 2025 Annual Meeting of the Stockholders (such approval, the “Stockholder Approval”); and be it
FURTHER RESOLVED, that the Board hereby recommends that the stockholders of the Company approve the Redomestication and the Plan of Conversion; and be it
FURTHER RESOLVED, that subject to the Stockholder Approval, the appropriate officers of the Company be, and each of them hereby is, authorized, empowered and directed, for and on behalf of the Company, to prepare, execute, and file with the Delaware Secretary of State a certificate of conversion to effect the Redomestication pursuant to Section 266 of the DGCL; and be it
FURTHER RESOLVED, that the appropriate officers of the Company be, and each of them hereby is, authorized, empowered and directed, for and on behalf of the Company, to take any and all actions, to negotiate for and enter into agreements and amendments to agreements, to perform all such acts and things, to execute, file, deliver or record in the name and on behalf of the Company, all such certificates, instruments, agreements or other documents necessary or appropriate to be made with governmental authorities, and to make all such payments as they, in their judgment, or in the judgment of any one or more of them, may deem necessary, advisable or appropriate in order to carry out the purpose and intent of, or consummate the transactions contemplated by the foregoing resolutions and/or all of the transactions contemplated therein or thereby, the authorization therefor to be conclusively evidenced by the taking of such action or the execution and delivery of such certificates, instruments, agreements or documents; and be it
FURTHER RESOLVED, that all actions heretofore taken by the officers and directors of the Company with respect to the transactions contemplated above be, and hereby are, adopted, approved, confirmed and ratified in all respects.
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