Article 01. JBS S.A. (“Company”) is a corporation governed by these Bylaws and by the legislation in force.
Article 02. The company is headquartered in the city of São Paulo, State of São Paulo, at Avenida Marginal Direita do Tietê, 500, Block 1, 3rd Floor, CEP 05118-100.
Sole Paragraph. The company may open, close and change the address of branches, agencies, warehouses, distribution centers, offices and any other establishments in the country or abroad by resolution of the Board subject to the provisions of article 19, item XI of these bylaws.
Article 03. The Company’s purpose is:
- (a) administrative office ; (b) own exploitation of slaughterhouse and meat packing plants, industrialization, distribution, and trading of fresh or industrialized food, and products and sub-products having animal and vegetal origin, and byproducts thereof (including, but without limitation to, cattle, pigs, sheep, and fish, in general ); (c) processing, conservation, and production of preserved legumes and other vegetables, preserved food, fats, animal food, canned goods, import and export of byproducts ; (d) industrialization of products for pets, nutritional additives for animal food, balanced food and prepared food for animals ; (e) purchase, sale, breeding, rebreeding, fattening, and slaughtering of cattle, in own and third parties' facilities ; (f) slaughterhouse for slaughtering cattle and preparing food for third parties ; (g) industry, trade, import, export of cattle tallow, meat meal, bone meal and animal food ; (h) purchase and sale, distribution and representation of food, uniforms and clothing with provision of general manufacturing services ; (i) betterment, wholesaling, import and export of leather and hides, horns, bones, hoofs, horse-hairs, wools, raw hairs and bristles, feathers and plumes, and animal protein; (j) distribution and trade of beverage, sweets, and utensils for barbecue ; (k) industrialization, distribution, and trading of household cleaning and disinfecting product, personal care products; (l) industrialization, distribution, trading, import, export, improvement, representation of perfumery products and toiletries, cleaning and personal care and household cleaning products, cosmetic and personal use products; (m) import and export, provided that related to the activities contained in sub-items “b”, “d”, and “k” of the Company's corporate purpose ; (n) industrialization, rental and sales of general machinery and equipment, and assembly of electric boards, provided that connected with the activities contained in sub-items “b”, “d”, “i”, “j”, “k”, “l” and “m” of the Company's corporate purpose and to the extent required to conduct them, such activity may not represent more than 0.5% of the Company’s annual sales; (o) trade of chemical products, provided that connected with the activities contained in sub-items “b”, “d”, “i”, “j”, “k”, “l” and “m” of the Company's corporate purpose ; (p) industrialization, trade, import and export of plastics, plastic material products, general scrap, corrective fertilizers, organic and mineral manures for agriculture, removal and biological treatment of organic wastes, provided that connected with the activities contained in sub-items “b”, “d”, “i”, “j”, “k”, “l” and “m” of the Company's corporate purpose and to the extent required to conduct them ; (q) stamping, manufacturing of cans, preparation of steel coils (tin can and chrome plated) and varnishing of steel sheets, provided that connected with the activities contained in sub-items “b”, “d”, “i”, “j”, “k”, “l” and “m” of the Company's corporate purpose; (r) private warehouse and warehouses for third parties' goods, except for general warehouses and furniture storage services; (s) general warehouses, pursuant to the Federal Decree number 1.102, of November 21, 1903, for the keeping and conservation of third parties' perishable goods ; (t) municipal, inter-municipal, interstate, and international general freight road transport; (u) production, generation and trading of electric power, and energy co-generation and storage of hot water for heating systems, with or without authorization by the relevant Public Authorities ; (v) production, trade, import and export of biofuel, biodiesel, and byproducts thereof ; (w) industrialization, distribution, trade, and storage of general chemical products ; (x) production, biodiesel trade from animal fat, vegetal oil, and byproducts, and bioenergy, import ; (y) trade of general agricultural raw materials; (z) industrialization, distribution, trade, and storage of products and byproducts having animal and vegetal origin, and byproducts thereof, glycerin and byproducts thereof having animal and vegetal origin; (aa) general services and business intermediation and agency, except for real estate ones ; (ab) provision of laboratory test services, technical tests and analyses; (ac) manufacturing of margarine and other vegetable fats and animal non-eatable oils; (ad) manufacturing of ice creams and other eatable frozen items; (ae) wholesale of other chemical and petrochemical products not formerly specified; (af) manufacturing of additives for industrial use ; (ag) manufacturing of refined vegetable oils, except for corn oil; (ah) manufacturing of synthetic soaps and detergent ; (ai) wheat milling and manufacturing of byproducts thereof; (aj) manufacturing of organic chemical products not formerly specified; (ak) improvement, industrialization, distribution, trade, import, export, commission, consignment, and representation of milk and byproducts thereof; (al) improvement, industrialization, distribution, trade, import, export, commission, consignment, and representation of food products of any kind; (am) distribution, trade, import, export, commission, consignment, and representation of agriculture and livestock products, machinery, equipment, parts and inputs required to the manufacturing and sale of the Company's products ; (an) distribution, trade, import, export, commission, consignment and representation of vinegars, general beverage, sweets and preserves; (ao) provision of services and technical assistance to rural agriculturists and cattle raisers; (ap) holding of interests in other companies within the country and abroad, whether as partner, stockholder or associate; (aq) production, generation, and trade of electric power; (ar) industrialization of leather, furs and byproducts, its preparation and finishing, industrialization of upholstery and other leather items; (as) road transport of hazardous products; (at) exploitation of the industrialization, trading, export and import line of business of ingredients and products for food and representation of products in general; (au) recovery of plastic material; (av) recovery of plastic material; (aw) treatment and disposal of non-hazardous wastes; (ax) treatment and disposal of non-hazardous wastes; (ay) manufacturing of plastic material goods for uses other than those specified above; (az) wholesale trade of slaughtered poultry and byproducts; (aaa) raising of other poultry, except for cut of chicken meat; (aab) egg production; and (aac) one-day young chicken production; and (aad) manufacture of medicines for veterinary use.
Sole paragraph. The company may explore other areas that have affinity with the object expressed in article 3, as well as participate in other companies, in the country or abroad.
Article 04. The company’s duration is indefinite.
Article 05. The share capital is R$23,631,071,304.20 (twenty-three billion, six hundred and thirty-one million, seventy-one thousand, three hundred and four reais and twenty centavos), divided into 2,944,389,270 (two billion, nine hundred and forty-four million, three hundred and eighty-nine thousand, two hundred and seventy) nominative common shares with no par value.
Article 06. The company is authorized to increase its share capital, regardless of statutory reform, by up to 1,375,889.473 (one billion, three hundred seventy-five million, eight hundred eighty-nine thousand, four hundred and seventy-three) registered book-entry common with no par value.
- § 1. Within the limits authorized in this article, the Company may, by resolution of the Administrative Council, increase the share capital regardless of statuary reform. The Administrative Council will determine the number, price, and payment term and other conditions of the issuance of shares.
- § 2. Within the limit of authorized capital, the Administrative Council may resolve on the issuance of subscription bonus and debentures convertible into common shares.
- § 3. Within the limit of authorized capital and in accordance with the plan approved by the General Meeting, the company may grant a call option to administrators, employees or individuals who provide services to it, or the officers, employees or individuals who provide services to companies under its control, with the exception of the right of pre-emption of shareholders in granting and exercising purchase options.
- § 4. It is forbidden for the Company to issue participation certificates.
- § 5. The company may not issue preferred shares.
Article 07 The share capital will be represented exclusively by common shares and each common share shall give entitlement to one vote in the deliberations of the General Assembly.
Article 08 All the company’s shares are book-entry shares, kept in deposit account in a financial institution authorized by the Brazilian Securities and Exchange Commission (“CVM”) designated by the Administrative Council, on behalf of its holders, without issuing certificates.
Sole Paragraph. The cost of transfer and registration, as well as the cost of the service relating to book-entry shares may be charged directly to the shareholder by the bookkeeping institution, as defined in the stock bookkeeping contract.
Article 09 At the discretion of the Administrative council, the right of first refusal in emissions of shares, debentures convertible into shares and subscription bonus, whose placement is made by sale on the stock exchange or public subscription, or by Exchange for shares in tender offer, may be deleted or reduced under the terms established by law, within the limits of the authorized capital.
Article 10 The General Assembly shall meet ordinarily once a year and, extraordinarily, when convened pursuant to law n. 6,404, of December 15, 1976 as amended (“Brazilian Corporate Law”) or of these Bylaws.
- § 1. The General Assembly shall be convened by the Board of Directors or, in the cases provided for by law, by shareholders or by the Supervisory Board upon notice published, and the first call must be made with at least 15 (fifteen) days in advance, and the second with at least 8 (eight) days.
- § 2.The deliberations of the General Assembly shall be made by majority of the votes present, observing the provision of article 54, Paragraph 1, of these Bylaws.
- § 3. The General Assembly to deliberate on deregistering as a public held company or delisting from the Novo Mercado must be convened at least 30 (thirty) days in advance.
- § 4.The General Assembly can only deliberate on matters on the agenda, in the respective call notice, subtest to the exceptions provided for in Brazilian corporate law.
- § 5. At General Assemblies the shareholders must present at least 72 (seventy-two) hours in advance, in addition to the the centry document and or elevant corporate acts proving the legal representation, as the case may be (i) proof issued by the bookkeeping institution, a maximum of 5 (five) days before the date the General Assembly is held, (ii) the power of attorney with acknowledgment of the signature of the grantor and or (iii) as regards the shareholders participating in the fungible custody of registered shares, the extract containing their shareholding, issued by the competent body.
- § 6. The Assembly minutes shall be recorded in the book of Minutes of the General Assemblies in the form of a summary of the facts and published with the omission of the signatures.
Article 11 The General Assembly will be instated and presided over by the President of the Board of Directors or, in his absence or impediment, instated and chaired by another Board Member, Director or shareholder indicated in writing by the Deputy Chairman of the Board of Directors. The President of the General Assembly will indicate up to 2 (two) Secretaries.
Article 12 It is the responsibility of the General Assembly, in addition to the powers set out in law:
- I. To elect and dismiss the members of the Board of Directors and Supervisory Council;
- II. To set the overall annual remuneration of Directors, as well as the members of the Supervisory Council;
- III. To reform the Bylaws;
- IV. To deliberate on the dissolution, liquidation, merger, split, incorporation of the Company, or of any company thereunder;
- V. To assign share bonuses and decide about eventual grouping and development of actions;
- VI. To approve share purchase options aimed at administrators, employees, or individuals who provide services to the Company or companies controlled thereby;
- VII. To decide, in accordance with proposal presented by the management on the allocation of net income and the distribution of dividends;
- VIII. To select and dismiss the liquidator, as well as the Supervisory Council to operate during the liquidation period.
- IX. To deliberate on the output of the special listing segment called “Novo Mercado” (“Novo Mercado”) of the Stock, Commodities and Futures Exchange Market – BM&FBOVESPA (“BM&FBOVESPA”) in the cases provided for in Chapter VII, Section III of these Bylaws;
- X. To deliberate on deregistration as a publicly traded company in the CVM;
- XI. To choose the institution or specialized company responsible for the preparation of the appraisal report of the company’s shares, in the event of deregistration as a publicly-held company or delisting from the Novo Mercado, as foreseen in Chapter VII herein, from among the companies indicated by the Board of Directors and,
- XII. Deliberate on any matter that is referred to it by the Board of Directors.
Article 13 The company will be administered by the Administrative Council and by the Board.
- § 1.The investiture in offices shall be drawn up in a proper book per term, signed by the
administrator appointed, waiving any management guarantee, and their taking of office is subject to prior signature of the Term of Consent of the Administrators, in accordance with the provisions of regulation of the Novo Mercado (“Novo Mercado Listing Rules”), the BM&FBOVESPA, as well as applicable legal requirements.
- § 2. Administrators will remain in their posts until their surrogates take office, unless otherwise decided by the General Assembly or by the Administrative Council, as the case may be.
Article 14 The General Assembly shall set the total amount of the remuneration of Directors, and the Administrative Council shall, in a meeting, set the remuneration of individual Councilors and Directors.
Article 15 Subject to the provisions of these Bylaws, any of the administrative bodies meets validly with the presence of the majority of their respective members and deliberates by vote of the absolute majority of those present.
Sole Paragraph Advanced convocation of the meeting as a condition of its validity is only waived if all its members are present members of the body of the administration who express their vote by means of delegation made on behalf of another member of the respective body, by early written vote and by written vote transmitted by fax, electronic mail or by any other means of communication are considered to be present.
Article 16 The Administration Council will be made up of at least, 5 (five) and at most, 11(eleven) members, all elected and removable by the General Assembly, with a unified mandate of 2(two) years, considering each year as the period between two Ordinary General Assemblies, with re-election permitted.
- § 1.In the General Assembly that aims to deliberate on the election of members of the Administrative Council, shareholders must establish, first, the actual number of members of the Administrative Council to be elected.
- § 2. At least 20% (twenty percent) of the members of the Administrative Council shall be Independent Councilers, as defined in paragraph 3 of this article. When, the observance of this percentage results in a fractional number of councilors, it shall be rounded to the integer: (i) immediately higher, whwn the fraction is equal to or greater than 0.5 (five tenths); or (ii) immediately lower, when the fraction is less than 0.5 (five tenths).
- § 3. For the purposes of this article, the tem “independent Councilor” means the councilor who: (i) has no relationship with the Company, except for the participation in the share capital; (ii) is not a controlling shareholder (as defined in article 43 herein), spouse or relative up to the second degree of such, and is not and has not been, in the last 2 (three) years, linked to the company or entity related to the Controller (except people linked to public institutions for teaching and/or research); (iii) was not, in the last 3 (three) years, an employee or director of the Company, the controlling shareholder or company controlled by the company; (iv) is not a supplier or buyer, directly or indirectly, of services and/or products of the company, in a magnitude resulting in a loss of independence; (v) is not an employee or administrator of a company or entity that is offering or providing services and/or products to the company in a magnitude resulting in a loss of independence; (vii) is not a spouse or relative up to the second degree of any administrator of the Company; (vii) does not receive other remuneration from the company beyond that of Counselor (cash proceeds from participation in the capital are excluded from this restriction). An Independent Councilor is also considered to be one elected pursuant to article 141, Paragraphs 4 and 5 of the Brazilian Corporate Law. The qualification as an Independent Councilor shall be expressly stated in the minutes of the General Assembly that elects him or her.
- § 4. At the end of the mandate, the members of the Administration Council shall remain in their posts until the investiture of the new elected members.
- § 5. The general meeting may elect one or more alternates to the members of the Administrative Council.
- § 6. The member of the Administrative Council or alternate may not have access to information or participate in Administrative Council meetings related to topics on which they have an interest which conflicts with the interests of the Company.
- § 7. The Administrative Council, for the better performance of its functions, may create committees or working groups with defined objectives, which are to act as auxiliary bodies, without deliberative powers, always in order to assist the Administrative Council, being made up of people designated by it from among the members of the administration and/or other persons related directly or indirectly to the Company.
- § 8. In case of vacancy of the post of Councilor, the alternate if any, will take his/her place; if there is no substitute, his/her replacement will be appointed by the remaining councilors, and will serve until the first annual general meeting.
Article 17 The Board of Directors shall have one (1) Chairman and one (1) Vice Chairman, who shall be elected by the majority of the votes of the attendees, at the first meeting of the Board of Directors held promptly upon the installation of such members, or whenever a waiver or vacancy occurs for such offices.
- § 1.The Chairman of the Board of Directors shall convene and chair the meetings of the body and the Stockholders' General Meetings, excepting, in the case of the Stockholders' General Meetings, the hypotheses in which he designates, in writing, another director, officer, or stockholder to chair the matters in hand, as provided for in Article 11, of these Bylaws.
- § 2. At resolutions of the Board of Directors, the Chairman of the body shall, further to his own vote, be assigned the casting vote, in the case of tie in voting as a consequence of eventual composition of even number of members in the Board of Directors. Each director shall be entitled to one (1) vote in resolutions of the body, and the resolutions of the Board of Directors shall be taken by the majority of its members .
- § 3. The Vice-Chairman shall discharge the tasks of the Chairman in his temporary absences and hindrances, regardless of any formality. In the hypothesis of temporary absence or hindrance of the Chairman and the Vice Chairman, the tasks of the Chairman shall be discharged by another member of the Board of Directors appointed by the other members of the Board of Directors.
- § 4. The offices of Chairman of the Board of Directors and Chief Executive Officer or main executive officer of the Company cannot be cumulated in the same person, except for the assumptions provided for in the Novo Mercado Listing Rules.
Article 18 The Board of Directors shall meet (i) at least once a quarter; and (ii) in special meetings, at any time whatsoever. The meetings of the Board of Directors shall be held upon convening by the Chairman of the Board of Directors or any other member thereof, in writing, upon no less than a seven (7)-day prior notice , which shall inform the date, time, place, detailed agenda, and the documents to be considered at that Meeting, if any. Either Director may, upon written request to the Chairman, include items in the agenda. The Board of Directors may unanimously resolve upon any other matter not included in the agenda of the meeting. The meetings of the Board may be held by teleconference, videoconference, or any other communication media allowing the identification of the member and the simultaneous communication with all other persons attending the meeting.
- § 1. The meetings shall be convened upon no less than a seven (7)-day prior written notice delivered to each member of the Board of directors, unless the majority of its acting men1bers fixes a shorter term, however not less than forty-eight (48) hours in advance .
- § 2. All resolutions of the Board of Directors shall be included in minutes drawn up on the book of Minutes of Meetings of the Board of Directors, and a copy of said minutes shall be delivered to each of the members upon the meeting.
Article 19 The Board of Directors, further to other assignments attributed thereto under the law or by the Board, shall:
I. determine the Company's general business orientation;
II. elect and remove the Officer, as well as to determine their assignments, as provided for in these Bylaws;
III. define the Officers' compensation, fringe benefits, and other incentives. within the management overall compensation maximum threshold approved by the Stockholders' General Meeting;
IV. supervise the Officers' management; review, at any time whatsoever, the Company’s books and documents; request information on agreements entered into or to be entered and any other acts;
V. elect and remove independent auditors, and convene them to provide the clarifications it sees necessary on any matter whatsoever;
VI. review the Management Report, the accounts of the Executive Board, and the Company's financial statements, and resolve upon the submission thereof to the Stockholders' General Meeting;
VII. approve and review the annual budget, the capital budget, the business plan, and the multiannual plan, which shall be annually reviewed and approved, and prepare motion for capital budget to be submitted to the Stockholders' General Meeting for purposes of retaining of earnings;
VIII. resolve upon convening of the Stockholders' General Meeting, when it sees fit, or in the case of the Article 132, of the Corporation Law;
IX. submit to the Stockholders' Annual General Meeting motion appropriation of the net profit of the year, and resolve upon the timeliness of surveying half-yearly or shorter term balance sheets, and upon the payment of dividends or interests on net equity arising out of such balance sheets, as well as resolve upon the payment of intermediary or interim dividends to the accumulated profit account or to the profit reserve account existing in the latest annual or half-yearly balance sheet;
X. submit to the Stockholders' General Meeting motion to review the Bylaws;
XI. submit to the Stockholders' General Meeting motion for dissolution, merger, split, and takeover of the Company, and the takeover, by the Company, of other companies, as well as authorize the organization, dissolution, or liquidation of subsidiaries, and the installation and dosing of industrial plants, within the country or abroad;
XII. prior pronounce on any matter to be submitted to the Stockholders' General Meeting; approve the Company's vote in any corporate resolution concerning the Company's subsidiaries or affiliates;
XIII. authorize the issue of Company's stocks within the limits authorized in Article 6 of these Bylaws, fixing the price, the term for payment, and the conditions for issuing the stocks, with capacity also to exclude the preemption right or reduce the term for its exercising in issues of stocks, warrants, and convertible debentures the placing of which is made upon sale in stock exchange or through public subscription or public offering for acquisition of Control, as set forth by the law;
XIV. resolve upon: (i) the issue of warrants and debentures convertible into common stock, as provided for in Paragraph 2, Article 6, of these Bylaws and (ii) non-convertible debentures, with our without security interest, and by delegation of General Stockholders’ Meeting, upon the issue of debentures convertible and not convertible into common shares conducted pursuant to this item XIV, define the period and conditions of maturity, amortization or redemption, the period and interest payment conditions, profit sharing and reimbursement premium, if any, and the mode of subscription or placement, as well as the types of debentures;
XV. grant option to purchase stock to managers, employees or natural persons providing services to the Company or subsidiaries of the Company, without preemption right to the stockholders, according to plans approved at the Stockholders' General Meeting;
XVI. resolve upon the trading of stocks issued by the Company for purposes of cancellation or holding in treasury, and the respective disposal thereof, in compliance with the relevant legal precepts;
XVII. set forth the amount of the Executive Board's maximum threshold for issuing any credit instruments for raising funds, whether bonds, notes, commercial papers, or others commonly used in the market, as well as for fixing their issue and redemption conditions, with powers, in the cases it so determines, to demand prior authorization by the Board of Directors as a condition for the validity of the act;
XVIII. set forth the profit sharing amount for officers and employees of the Company and subsidiaries of the Company, with powers to decide for not granting thereto any share whatsoever;
XIX. decide upon the payment or credit of interests on net equity to stockholders, under the applicable laws;
XX. set forth the Executive Board's maximum threshold, restricted by operation, to five percent (5%) of the consolidated shareholders’ equity in the last standardized financial statements available and, jointly within the fiscal year, to 10% of the consolidated shareholders’ equity of the last standardized financial statements available for acquisition or disposal of equity interest, industrial plant lease, corporate partnerships or strategic alliances with third parties, as well as authorize the acquisition or disposal of equity interest, industrial plant lease, corporate partnerships or strategic alliances with third parties;
XXI. authorize the acquisition or disposal of items of the permanent assets and properties, except for the assumptions provided for in the Company’s annual budget, as well as set forth the Executive Board's maximum threshold for the acquisition or disposal of items of the permanent assets;
XXII. set forth the Executive Board's maximum threshold for creation of mortgages and rendering of guarantees, sureties, and securities to own liabilities and the Company’s tendering of sureties in lease agreements on behalf of its employees and/or employees of affiliate companies (pursuant to definition contained in the Regulation of the Income Tax) during the employment agreement’s duration, as well as authorize the creation of mortgages and the rendering of guarantees, sureties, and securities to own liabilities importing value beyond the Executive Board's maximum threshold;
XXIII. approve the entering into, alteration, or termination of any contracts, agreements or covenants between the Company and companies connected with (pursuant to definition contained in the Regulation of the Income Tax) the managers, and the failure to approve the entering into, alteration or termination of the contracts, agreements or covenants comprised by this shall imply the nullity of the respective contract, agreement or covenant;
XXIV. set forth the Executive Board' s maximum threshold for contracting indebtedness as loan or issue of bonds or assumption of debt, or any other legal transaction affecting the Company's capital structure, and authorize the contracting indebtedness as loan or issue of bonds or assumption of debt, or any other legal transaction affecting the Company's capital structure in amount exceeding the Executive Board's maximum threshold;
XXV. grant, in special cases, specific authorization for certain documents to be executed by one Officer only (other than the Chief Executive Officer), which authorization shall be drawn up on proper book;
XXVI. approve the contracting of institution to provide book-entry transfer services;
XXVII. approve policies for the disclosure of information to the market and negotiation with Company's securities;
XXVIII. determine the triple list of institutions or companies specialized in the economic appraisal of companies, for preparation of appraisal report for the Company's stocks in the case of public offering for the purchase of stocks for purposes of cancellation of registration as publicly traded company or withdrawal from the New Market, as set forth in Article 54, Paragraph 1, of these Bylaws;
XXIX. resolve upon any matter submitted. thereto by the Executive Board, and convene the members of the Executive Board for joint meetings whenever it sees fit;
XXX. institute Committees and establish the respective regulations and powers thereof;
XXXI. provide, in compliance with the rules of these Bylaws and the current laws, for the order of its works, and adopt or write-off regulatory rules for its operation; and
XXXII. pronounce for or against with respect to any public offering for the purchase of stocks the subject matter of which are stocks issued by the Company, by means of grounded prior opinion disclosed no later than fifteen (15) days upon the publishing of the notice for the public offering for the purchase of stocks, which shall approach no less than: (i) the convenience and timeliness of the public offering for the purchase of stocks as regards the joint interest of stockholders, and in relation to the liquidity of securities held thereby; (ii) the repercussions of the public offering for the purchase of stocks on the Company's interests: (iii) the strategic plans disclosed by the offeror i n relation to the Company; and ( i v) other points the Board of Directors deems relevant, as well as the information required by the applicable rules set forth by the Brazilian Securities and Exchange Commission ("CVM").
Article 20 The Executive Board, the members of which shall be elected and removable at any time whatsoever by the Board of Directors, shall be formed of no less than two (2) and no more than seven (7) members, which shall be designated Chief Executive Officer, Chief Management and Control Officer, Chief Financial Officer, Chief Investor Relations Officer, Chief Institutional Relations Officer, and the other Officers with no special designation. The offices of Chief Executive Officer and Chief Investor Relations Officer shall be obligatorily filled. The officers shall be installed for a three (3)-year unified term of office, considering as year the time period comprised between three (3) Stockholders' Annual General Meetings, with reelection allowed.
- § 1. Except for the case of vacancy in office, the election of the Executive Board shall occur up to five (5) business days upon the date when the Stockholders' Annual General Meeting is held.
- § 2. In the cases of waiver or removal of the Chief Executive Officer, or, in the case of the Chief Investor Relations Officer, when such fact implies the failure to comply with the minimum number of Officers, the Board of Directors shall be convened for electing the substitute, which shall complete the term of office of the substituted officer.
- § 3. In the cases of vacancy of office of any member of the Executive Board, the tasks discharged by the substituted member shall be assigned to another member of the Executive Board selected by the remaining Officers.
Article 21 Notwithstanding the cases in which a specific authorization by the Law or by these Bylaws is necessary, it shall be incumbent upon the Chief Executive Officer the following activities, on an exclusive basis, and delegation by means of ad hoc power of attorney is possible: (i) perform and cause the performance of resolutions of the Stockholders' General Meeting and the Board of Directors; (ii) set forth goals and objectives for the Company ; (iii) supervise the preparation of the annual budget the capital budget, the business plan, and the multiannual plan; (iv) coordinate, manage, direct and supervise all the Company’s business and operations, whether in Brazil or abroad; (v) coordinate the activities of the other Officers of the Company and of the subsidiaries, whether in Brazil or abroad, provided that the specific assignments set forth in these Bylaws are complied with; (vi) direct, in the highest level, the Company's public relations, and instruct the institutional advertising; (vii) convene and chair the meetings of the Executive Board; (viii) represent, in person, or through attorney-in-fact appointed thereby, the Company at meetings or other corporate actions of companies the Company holds interests in; and (ix) other assignments to be determined thereto by the Board of Directors from time to time.
Article 22 The duties of the Director of Administration and Control are:
- (i) to coordinate, administer, direct and oversee the areas of Accounting Information Technology, Accounts Receivable/Credit, Accounts Payable and Administration; and
- (ii) other duties as from time to time determined by the Directing President.
Article 23 The duties of the Director of Finance are:
- (i) to coordinate, administer, direct and supervise the Finance area of the company;
- (ii) to direct and guide the preparation of the annual budget and capital budget;
- (iii) to direct and guide the activities of the company’s Treasury, including the capture and management of resources, as well as the hedge policies predefined by the Directing President; and
- (iv) other duties as from time to time determined by the Directing President.
Article 24 The duties of the Director of Investor Relations are:
- (i) to coordinate, administer, direct and supervise the Investor Relations area of the Company;
- (ii) to represent the Company in relations with shareholders, investors, analysts, the Securities and Exchange Commission, stock exchanges, the Central Bank of Brazil and the other agencies of control and other institutions related to the activities on the capital market, in Brazil and abroad; and
- (iii) other duties as from time to time determined by the Directing President.
Article 25 The duties of the Executive Director of Institutional Relations are:
- (i) to coordinate, administer, direct and supervise Legal Institutional Marketing Press Relations, and Tax areas of the Company;
- (ii) to coordinate, administer and direct the Company’s public relations and institutional advertising;
- (iii) to coordinate the activities of the Administrative Council of the Company;
- (iv) to plan, propose and implement policies and actions of the Company relating to the areas referred to in item (I) above;
- (v) to oversee and coordinate the legal services of the Company;
- (vi) to offer opinions on contracting outside counsel;
- (vii) to represent, in isolation, the Company, in court or out of court, actively and passively, vis-à-vis third parties, any public agencies, Federal, State and Municipal authorities, as well as local authorities, joint stock companies, parastatal entities, and private entities and companies; and
- (viii) other duties as from time to time determined by the Directing President.
Article 26 It is the duty of the Directors without specific designations, if elected, to assist the Directing in the coordination, administration, direction and supervision of the Company’s business, according to the assignments to them from time to time determined by the Directing President.
Article 27 The Board has all the powers to practice the acts necessary for the regular functioning of the Company and the achievement of the corporate purpose, however special they may be, including to waive rights, compromise and agree, subject to legal or statutory provisions. Observing the purview values of the Board established by the Administrative Council as provided in article 19 herein, it is to administer and manage the company’s business, especially:
- I. to comply with and enforce these Bylaws and the deliberations of the Administrative Council and General Assembly.
- II. to draw up, annually the administration Report, the Accounts of the Board, and the financial statements of the Company accompanied by the independent auditors’ report, as well as the proposed allocation of the profits assessed in the previous fiscal year, for consideration of the Administrative Council and the General Assembly.
- III. to propose, to the Board of Directors, the annual budget, the capital budget, the business plan and the multi-year plan, which must be reviewed and approved annually.
- IV. to deliberate on the installation and the closing of branches, deposits, distribution centers, offices, sections, agencies representations on its own account of that of third parties, at any point in the country or abroad.
- V. to decide on any matter that is not in the private jurisdiction on the General Assembly or the Administrative Council.
- VI. to convene the General Assembly in case of vacancy of all the positions at the Administrative Council.
Article 28 The Board meets validly with the presence of 2 (two) Directors, one of them always being the Directing President, and it shall act by majority vote of those present, the casting vote in the event of a tie in the voting being assigned to the Directing President.
Article 29 The Board shall meet whenever convened by the Directing President or by a majority of its members. The meetings of the Board may be held by conference call, video conference or by any other means of communication, that allows the identification of the member and the simultaneous communication between the Directors and all other persons present at the meeting.
Article 30 The convocations for the meetings will be made by written communication delivered at least 2 (two) business days in advance, which should include the agenda, the date, time and place or meeting.
Article 31 All the deliberations of the Board shall be included as proceedings recorded in the book of minutes of the meetings of the Board and signed by the Directors present.
Article 32 The company will always be represented, in all acts, by isolated signature of the Directing President; and, in his absence, by the signature of 2 (two) Directors jointly or, failing these, the signature of one or more proxies specially appointed to do so in accordance with Paragraph 1 below, subject to the provisions of article 19, XXV, of these Bylaws.
- § 1. All powers of attorney shall be individually granted by the Chief Executive Officer, or, in the absence thereof, by two (2) Officers together, upon power of attorney with special powers and definite term, except in the cases of powers of attorney under the ad judicia clause, in which event the power of attorney may be for indefinite term, through public deed or private instrument.
- § 2. The acts of any Officers, attorneys-in-fact, nominees, and employees involved or related to operations or businesses strange to the corporate purpose and the corporate interests, such as sureties, guarantees, endorsements, and any security for the benefit of third parties are hereby expressly prohibited, being null and void in relation to the Company, except for provisions of Article 19, XXII of these Bylaws and/or when expressly approved by the Board of Directors.
Article 33. The Supervisory Council shall operate in a permanent manner, with the powers and duties conferred to it by law.
Article 34. the Supervisory Board shall consist of at least 3 (three) and a maximum of 5 (five) members and the alternates in equal number, shareholders or otherwise, elected and removed from office at any time by the General Assembly.
Paragraph 1. The member of the Supervisory Council will have a unified mandate of 1 (one) year and may be re-elected.
Paragraph 2. The members of the Supervisory Board, at its first meeting shall elect its President.
Paragraph 3. The investiture in offices shall be drawn up in a proper book per term, signed by the member of the Supervisor Board appointed, and to take office, members of the Supervisory Board shall be subject to prior signature of the term of consent of the members of the Supervisory Board pursuant to the Novo Mercado Listing Regulations, as well as to applicable legal requirements.
Paragraph 4. The members of the Supervision Council will be replaced, upon their absences and impediments, by the respective alternate.
Paragraph 5. If there is a vacancy of the post of a member of the Supervisory Board, the alternate will occupy his/her place; if there is no alternate, the General Assembly shall be convened to conduct the election of a member to the vacant position.
Article 35. the Supervisory Council shall meet whenever necessary, assuming all the power assigned to it by law.
Paragraph 1. Regardless of any formalities, a meeting shall be deemed to be regularly convened if all the members of the Supervisory Council are in attendance.
Paragraph 2. The Supervisory Board expressed its opinion by an absolute majority of votes, with the majority of its members present.
Paragraph 3. All the deliberations of the Supervisory Council shall be included in minutes drawn up in the book of Minutes and Opinions of the Supervisory Council and signed by the Councilors present.
Article 36. The remuneration of the members of the Supervisory Board shall be fixed by the General Assembly that elects them subject to paragraph 2 of article 162 of the Brazilian Corporate Law.
Article 37. The fiscal year starts on January and ends on December 31 of each year.
Sole paragraph. At the end of each fiscal year, the Board will draw up the company’s financial statements, with observance of the relevant legal principles.
Article 38. Along with the financial statements for the financial year, the Administrative Council shall submit to the Annual General Assembly a proposal on the allocation of net income for the year, calculated after deductions of participations referred to in article 190 of the Brazilian Corporate Law, according to the provisions of paragraph 1 of this article, adjusted for purposes of the calculation of dividends, pursuant to article 202 of the same law, observing the following deduction order:
(a) 5% (five percent) shall be applied before any other allocation on the constitution of the legal reserve, which shall not exceed 20% (twenty percent) of the share capital in the financial year in which the legal reserve balance plus the amounts of the capital reserves in paragraph 1 of article 182 of the Brazilian Corporate Law exceeds 30% (thirty percent) of the share capital, the allocation of part of the net income for the year to the legal reserve will not be mandatory.
(b) A portion, at the proposal of the bodies of the administration, may be allocated to the information of reserves for contingencies and, reversal of the same reserves formed in previous financial years, in accordance with article 195 of the Brazilian Corporate Law.
(c) From the balance of the net profit, remaining after the allocations of legal reserve and reserve for contingencies as determined in (a) and (b) above, a parcel allocated for the payment of a minimum mandatory dividend of not less than, in each fiscal year, 25% (twenty five percent);
(d) In the financial year in which the amount of the minimum mandatory dividend, calculated pursuant to letter (c) above, exceeds the portion held of the net income for the year, the general meeting may, on proposal of the administrative bodies, allocate the excess to constitution of a profit reserve, subject to the provisions of article 197 of the Brazilian Corporate Law; and
(e) The profits that remain after legal deductions and minimum dividends referred to in paragraph (c) of this article 38 will be allocated in an annual installment, not exceeding 90% (ninety percent) of the net profit adjusted for the formation of the Statutory Reserve of investment, which will eventually finance the implementation in operational assets, and this reserve may not exceed the share capital.
Paragraph 1. The General Assembly, may assign to members of the Administrative Council and the Board of Directors a share in profits, not exceeding 10% (ten percent) of the remaining income, limited to the global annual remuneration of the administrators, after deducting any accumulated losses and the provision for income tax and social contribution in accordance with article 152, paragraph 1 of the Brazilian Corporate Law.
Paragraph 2. The distribution of profits in favor of the members of the Administrative council and the Board of Directors may only occur in the fiscal years in which shareholders are assured the payment of the minimum mandatory dividend provided for in these Bylaws.
Article 39. By proposal of the Board, approved by the Administrative Council ad referendum of the General Assembly, the Company may pay or credit interest to shareholders, by way of remuneration for the equity of the latter, observing the applicable legislation. Any amounts so disbursed may be imputed to the amount of the mandatory dividend provided for in these Bylaws.
Paragraph 1. In the event of crediting interest to shareholders in the course of the fiscal year and allocating them to the amount of the mandatory dividend shareholders will be compensated with the dividends to which they are entitled, and assured the payment of any balance remaining. If the value of the dividend is lower than that which they were credited, the company may charge the shareholders the balance’s surplus.
Paragraph 2. The effective payment of interest on own capital, with the credit having occurred in the course of the fiscal year, will be by resolution of the Administrative Council in the course of the fiscal year or in the following year, but never after the dividend payment dates.
Article 40. The company may draw up semi-annual balance sheets or at lesser intervals, and declare, by the deliberation of the Administrative Council.
(a) The payment of dividends or interest on own capital, to a profit account calculated on a half-yearly balance sheet, imputed to the amount of the mandatory dividend, if any;
(b) The distribution of dividends in periods of less than 6 (six) months or interest on own capital, imputed to the amount of the mandatory dividend if any provided that the total of dividends paid in each semester of the fiscal year does not exceed the amount of capital reserves; and
(c) The payment of intermediate dividend or interest on own capital, to the account of accumulated profits or profit reserves existing in the last annual or half-yearly balance sheet, imputed to the amount of the mandatory dividend, if any.
Article 41. The General Assembly may deliberate the capitalization of profits or capital reserves, including those imposed on intermediate balance sheets, observing the applicable legislation.
Article 42. Dividends not received or claimed shall be forfeit 3 (three) years from the date on which they were made available to the shareholder, and shall revert to the company.
Article 43. For purposes of interpretation of Chapter VII, the terms below in capital letters shall have the following meanings:
“Controlling Shareholder” means the shareholder or group of shareholders holding the Controlling Power of the Company.
“Selling Controlling Shareholder” means the controlling shareholder when it promotes the transfer of control of the company.
“Control Shares” means the block of shares that ensures, directly or indirectly, to its holder(s), the individual and /or shared exercise of the controlling power of the company.
“Outstanding Shares” means all shares issued by the company except for the shares held by the controlling shareholder, by persons related to it, by the administrators of the Company, and those in treasury.
“Purchaser” means the one to whom the Selling Controlling Shareholder transfers Control Shares in a Transfer of Control of the Company.
“Transfer of Control of the Company” means the transfer to third parties, for consideration, of the Controlling Shares.
“Controlling Power” or “Control” means the power effectively used to direct the corporate activities and guide the functioning of the bodies of the company, directly or indirectly, in fact or in law, regardless of the shareholding held. There is relative presumption of Control ownership in relation to the person or group of shareholders holding shares which have secured an absolute majority of votes of the shareholders present in 3 (three) latest General Assemblies of the Company, even if it is not a holder of shares that ensure it the absolute majority of the voting capital.
“Economic Value” means the value of the Company and it shares that will be determined by a specialized company, using recognized methodology or based on another criterion to be defined by CVM.
Article 44. The Transfer of Control of the Company, directly or indirectly, either by means of a single operation, as by means of successive operations, shall be contracted under suspensive or resolutive condition only, that the Acquirer is obligated to conduct a public offer for acquisition of the shares of the other shareholders, observing the conditions and time limits laid down in current legislation and in the Novo Mercado Listing Regulation in order to assure equal treatment to that given to the Selling Controlling Shareholder.
Paragraph 1. The Selling Controlling Shareholder cannot transfer ownership of its shares, and the company may not register any transfer of shares to the purchaser until the purchaser subscribes to the Controllers’ Term of Consent referred to in the Novo Mercado Listing Regulation.
Paragraph 2. The company shall not record any transfer of shares to the purchaser or to the one(s) who come to hold the controlling power until it has subscribed to the to the Controllers’ Term of Consent referred to in the Novo Mercado Listing Regulation.
Article 45. The public offering referred to in the preceding article shall also be carried out:
I. In cases where there are onerous assignment of share subscription rights and other titles or rights related to securities convertible into shares, which will result in the transfer of Control of the Company; or
II. In the event of the transfer of control of the company holding the Controlling Power of the Company, and, in this case, the Selling Controlling Shareholder shall be obliged to declare to the BM&FBOVESPA the value assigned to the Company in this disposal and attach documentation proving such value.
Article 46. One who acquires the Controlling Power, due to private share purchase agreement entered into with the Controlling Shareholder, involving any amount of shares, will be required to:
I. Conduct the public offering referred to article 44 of these Bylaws;
II. Pay, in the following terms, a quantity equivalent to the difference between the public offering price and the amount paid per share eventually acquired on the stock exchange in the 6 (six) months prior to the date of acquisition of Controlling Power, duly updated until the date of payment. Said amount shall be distributed among all people who sold shares of the company in the trading sessions in which the Buyer made the acquisitions, in proportion to the daily vendor net balance from each, with the BM&FBOVESPA responsible for operationalizing the distribution, under the terms of its regulations; and
III. Take appropriate measures to recover the minimum percentage of 25% (twenty five percent) of the company’s total outstanding shares, within 6 (six) months following the acquisition of Control.
Article 47. With the entry of the company on the Novo Mercado of BM&FBOVESPA, the Company, its shareholders, administrators and Supervisory Council members are subject to the Novo Mercado Listing Regulations.
Article 48. The public offering for acquisition of shares to be made effective, necessarily, by the Controlling Shareholder or by the Company for the deregistration as a publicly-held company, the minimum price to be offered shall correspond to the Economic Value determined in the appraisal report referred to in article 54 of these Bylaws, respecting the legal and regulatory rules applicable.
Article 49. If the shareholders meeting at the Extraordinary General Assembly deliberate: (i) the delisting from the Novo Mercado so that its securities will have registration for trading outside of the Novo Mercado; or (ii) corporate restructuring so that the resulting securities of the company are not admitted for trading in the Novo Mercado within 120 (one hundred and twenty days) from the date of the General Assembly, that approved said operation, the Controlling Shareholder must conduct public offering for acquisition of shares belonging to the other shareholders of the Company whose minimum price to be offered shall correspond to the Economic Value determined in the appraisal report referred to in article 54 of these Bylaws, subject to legal and regulatory rules applicable. The news of the completion of the public offering must be communicated to the BM&FBOVESPA and disclosed to the market immediately after the holding of the General Assembly of the Company that approves said delisting or reorganization, as the case may be.
Article 50. In the case there is no Controlling Shareholder, if deregistration as a publicly-held company is approved in the General Assembly, the public offering shall be conducted by the Company itself, and in this case, the Company may only acquire the shares held by the shareholders who vote in favor of the deregistration in the deliberations in the General Assembly after purchasing the shares of the other shareholders who have not voted in favor of the aforementioned decision and have accepted this public offer.
Article 51. In the event there is no Controlling Shareholder if it is decided to delist the company from the Novo Mercado for the securities issued by it to be registered for trading outside of the Novo Mercado, or because of corporate restructuring, in which the company resulting from this reorganization does not have its securities entered for trading on the Novo Mercado within 120 (one hundred twenty) days, from the date of the General Assembly that approved said operation, the delisting will be subject to the holding of a public offering for the acquisition of shares under the same conditions laid down in article 49.
Paragraph 1. The Assembly referred to in the header of this article should define those responsible for conducting the public offering, who, present in the Assembly, must expressly assume the obligation to conduct the offer.
Paragraph 2. In the absence of any definition of responsibility for conducting the public offer, in the case of reorganization, in which the company resulting from such reorganization does not have its securities entered for trading on the Novo Mercado, it will be up to the shareholders who voted in favor of the reorganization to conduct said offer.
Article 52. In the event there is no Controlling Shareholder and the BM&FBOVESPA determines that the quotas of the securities issued by the Company have their trading suspended on the Novo Mercado on grounds of non-compliance with the obligations contained in the Novo Mercado Listing Regulations, the President of the Administrative Council shall convene, within 2 (two) days of the decision, counting only the days when there is circulation of newspapers normally used by the company, an Extraordinary General Assembly for replacement of the entire Administrative Council.
Article 53. Delisting from the Novo Mercado due to non-compliance with the obligations contained in the Novo Mercado. Listing Regulations is subject to the execution of the public offering, at a minimum, at the Economic Value of the Shares, to be determined in the appraisal report referred to in article 54 of these Bylaws, respecting the legal and regulatory rules applicable.
Paragraph 1. The Controlling Shareholder must conduct the public offering referred to in the header of this article.
Paragraph 2. In the event there is no Controlling Shareholder and the delisting from the Novo Mercado referred to in the header arises from a decision of the general assembly the shareholders who have voted in favor of the resolution, which implied the respective breach shall conduct the public offering referred to in the header.
Paragraph 3. In the event there is no Controlling Shareholder and delisting from the Novo Mercado referred to in the header occurs due to to material act or fact of administration the administrators of the Company shall convene the general assembly of shareholders, with an agenda regarding how to remedy the non-compliance with the obligations contained in the Novo Mercado Listing Regulations or, where appropriate, decide on delisting from the Novo Mercado, subject to the provisions of article 51 paragraph 1 and 2 of these Bylaws.
Paragraph 4. If the General Assembly mentioned in Paragraph 3 above decides to delist from the Novo Mercado, the General Assembly, must define those responsible for carrying out in the public offering referred to in the header, who, present in the Assembly, must expressly assume the obligation to conduct the public offering.
Article 54. The appraisal report of public offerings for acquisition of shares in case of deregistration as a publicly-held company or delisting from the Novo Mercado, must be prepared by a specialized institution or company, with the proven experience and independence regarding the decision-making power of the Company, its management and/or its shareholder(s), and the report must also satisfy the requirements of Paragraph 1 of article 8 of the Brazilian Corporate law and contain the responsibility referred to in paragraph 6 of that article 8.
Paragraph 1. The choice of the institution or specialized company responsible for the determination of the Economic Value of the Company in the event of deregistration as a publicly-held company or delisting from the Novo Mercado, is the exclusive of the General Assembly, starting from the presentation, by the Administrative Council, of a triple list, and its respective deliberation is to be taken by a majority of the votes of shareholders representing the Outstanding Shares present at the General Assembly to deliberate on the matter not counting the blank votes. The assembly provided in the paragraph 1, if instead on first call will have the presence of shareholders representing at least 20% (twenty percent) of the total shares in circulation or, if instated at second call, it will be able to have the presence of any number of shareholders representing the Outstanding Shares.
Paragraph 2. The costs of preparing the appraisal report shall be fully supported by those responsible for the completion of the public offering of shares, as the case may be.
Article 55. Any Buyer (as defined in paragraph 11 of this article), who acquires or becomes a holder of shares emitted by the company or of other rights, including enjoyment or trust over shares issued by the company in an amount equal to or greater than 20% (twenty percent) of its share capital shall conduct a public offering for the acquisition of all the shares emitted by the company, in accordance with the disposal of applicable rules of the CVM, the regulations of BM&FBOVESPA and the terms of this article. The buyer must apply for the registration on said offer within 30 (thirty) days from the day of purchase or the event which resulted in ownership of right shares in an amount equal to or greater than 20% (twenty percent) of the share capital of the company.
Paragraph 1. The public offer for acquisition of shares, shall be (i) direct without distinction to all shareholders of the compass; (ii) effective at auction to be held in the BM&FBOVESPA,
(iii) entered at the price determined in accordance with the provisions of Paragraph 2 of this article; and
(iv) pay up front, in national currency against the acquisition in the offer of shares issued by the Company.
Paragraph 2. The purchase price of the public offering for acquisition each share issued by the company may not be less than the higher value between: (i) 135% (one hundred and thirty-five percent) of the issue price of shares in any capital increase carried out by public distribution which occurred in the period of 24 (twenty four) months prior to the date on which realization of the public offer for the acquisition of shares becomes obligatory under this article, which should be updated by the IPCA from the date of issue of shares for the Company’s capital increase until the moment of financial settlement of the public offer for the acquisition of shares under this article; (iii) 135% (one hundred and thirty-five percent) of the average unit listing of the shares issued by the Company during the period of 90 (ninety) days prior to the completion of the offer, weighted by the volume of trading on the stock exchange on which there is the largest volume of trading of the shares issued by the company; and (iv) 135% (one hundred and thirty-five percent) of the highest unit price paid by the purchaser, at any time, for a share or batch of shares issued by the company. If the regulation of the CVM applicable to the offer referred to in this case determines the adoption of a calculation criterion for fixing the purchase price of each share in the company in the offer that results in a higher purchase price, the acquisition price calculated in accordance with the rules of the SEC shall prevail in completion of the offer called for.
Paragraph 3. The completion of the public offering for acquisition of shares referred to in the header of this article shall not exclude the possibility of another shareholder of the Company, or, if applicable, the Company itself make a competing offer with the applicable rules.
Paragraph 4. The Buyer is required to meet any of the requirements from CVM, which formulations were based on the applicable law, relating to the public offering of acquisition of shares, within the maximum period prescribed in the applicable regulation.
Paragraph 5. If the buyer does not comply with the obligations imposed by this article, even with regard to maximum time limits: (i) to carry out or request the registration of the public offering for acquisition of shares; or (ii) any requests or requirements from the CVM, the Administrative Council of the Company shall convene an Extraordinary General Assembly, in which the Buyer will not be able to vote or to decide on the suspension of the exercise of the rights of the Buyer who failed to comply with any obligation imposed by this article, as provided by the article 120 of the Brazilian Corporate Law, without prejudice to the responsibility of the Buyer or damages caused to the other shareholders as a result of the breach of the obligations imposed by this article.
Paragraph 6. The provision of this article shall not apply in the event that a person becomes a holder of shares issued by the company in an amount exceeding 20% (twenty percent) of the total shares issued as a result of: (i) legal succession, under the condition that the shareholder disposes of excess shares within 30 (thirty) days of the relevant event; (ii) the incorporation of another company by the Company; (iii) the acquisition of the shares of another company by the Company; or (iv) of the subscription of shares of the Company held in a single primary issue, which has been approved in the General Assembly of shareholders of the Company convened by its Administrative Council, and whose proposed capital increase has given the fixated price of the shares on the basis of the Economic Value obtained from an economic and financial appraisal report of the Company, conducted by a specialized company with proven experience in the evaluation of publicly-held companies. In addition, the provisions of this article shall not apply to current shareholders who are already holders of 20% (twenty percent) or more of the total shares issued by the company and their successors on the effective date of membership and listing of the company on the Novo Mercado, applying exclusively to those investors who purchase shares and become shareholders of the Company after such a General Assembly.
Paragraph 7. For purposes of calculating the percentage of 20% (twenty percent) of the total shares issued by the company described in the header of this article, the involuntary increases of shareholding resulting from cancellation of treasury shares or reduction of the share capital of the company with the cancellation of shares shall not be included in the calculation.
Paragraph 8. The General Assembly may exempt the buyer from the obligation to conduct the public offering for acquisition of shares referred to in this article, if it is in the interest of the Company.
Paragraph 9. Holders of a minimum of 20% (twenty percent) of the shares issued by the company may request that the Company’s administrators convene a special assembly of shareholders to decide on the holding of further evaluation of the Company for the purpose of reviewing the price of the acquisition, whose appraisal report must be prepared along the same lines of the appraisal report referred to in article 54, in accordance with the procedures laid down in article 4 of the Brazilian Corporate Law and in compliance with the provisions of applicable rules of the CVM, the regulations of BM&FBOVESPA and the terms of this Chapter. The costs of preparing the appraisal report shall be fully responsibility of the Buyer.
Paragraph 10. If the special assembly referred to above, deliberates on a new evaluation and the appraisal report comes to determine a value greater than the initial public offer for the acquisition of shares, the Buyer
Paragraph 11. For the purposes of interpretation of this article, the terms below with capital letters shall have the following meanings.
“Purchaser” means the person, including, without limitation, any natural or legal person, an investment fund, condominium, securities portfolio, universality of rights or other form of organization, resident or domiciled or headquartered in Brazil or abroad, or a group of shareholders.
“Shareholder Groups” means the group of people: (i) bound by contract or vote agreements of any kind, either directly or through subsidiaries, controlling or under common control; or (ii) between which there is relations of control; or (iii) under common control.
Article 56. The formulation of a single public offering for acquisition of shares is allowed, aiming at more than one of the purposes written in this Chapter VII of these Bylaws, in the Novo Mercado Listing Regulation or regulation emitted by the CVM, provided that, it is possible to reconcile the procedures of all types of tender offer and there is no prejudice to the recipients of the offer and permission is obtained from the CVM when required by applicable law.
Sole paragraph. The provisions of the Novo Mercado Listing Regulation shall prevail over the statutory provisions, in the cases of impairment of the rights of recipients of public offerings provided for in these Bylaws.
Article 57. The shareholders responsible for the execution of the public offerings for acquisition of shares contemplated in Chapter VII of these Bylaws, in the Novo Mercado Listing Regulation or regulation issued by the CVM may ensure its effectiveness by means of any shareholder or third party. The Company or the shareholder, as the case may be, is not exempt from the obligation to conduct the public offering for acquisition of shares until it is completed with observance of the applicable rules.
Article 58 The Company, its shareholders, administrators and members of the Supervisory Board undertake to resolve through arbitration any dispute or controversy which may arise between them, related to or originating from, in particular, the application, validity, effectiveness, interpretation, breach and its effects, of the provisions contained in the Contract for Participation in the Novo Mercado, in the Novo Mercado Listing Regulations, regulations of sanctions in the arbitration rules of the Market Arbitration Chamber established by BM&FBOVESPA, in these Bylaws, in the provisions of the Brazilian Corporate Law, the standards issued by the National Monetary Council, by the Central Bank of Brazil or by the CVM, in the regulations of BM&FBOVESPA and other standards applicable to the functioning of the capital market in general, before the Market Arbitration Chamber, under the terms of its Arbitrations Regulations.
- § 1. Without prejudice to the validity of this arbitration clause, the application of emergency measures by the parties before the Arbitration Court should be referred to the Judiciary Branch, in the form of item 5.1.3 of the Arbitration Regulation of the Market Arbitration Chamber.
- § 2. Brazilian law will be the only law applicable to the merits of any controversy, as well as the implementation, interpretation and validity of this arbitration clause. The Arbitration Court will be formed by arbitrations chosen in the manner provided or in the Arbitration Regulations of the Market Arbitration Chamber. The arbitration procedure will take place in the city of São Paulo, State of São Paulo, where the arbitration judgement should be pronounced. The arbitration shall be administered by the Market Arbitration Chamber, being conducted and judged in accordance with the relevant provisions of the Arbitration Regulations.
Article 59. The Company shall be liquidated in cases determined by law, and the General Assembly shall be responsible for electing the liquidator or liquidators, as well as the Supervisory Council which will work during this period obeying the legal formalities.
Article 60. The cases omitted in these Bylaws shall be resolved by the General Assembly and regulated in accordance with the Brazilian Corporate Law, respecting the Regulations of the Novo Mercado.
Article 61. The Company shall comply with the shareholder agreements filed in its headquarters, with the registration of transfer of shares and the statement of preferred vote in the General Assembly or meeting of the Administrative Council contrary to their terms being forbidden.
Article 62. The Company shall provide its shareholders and third parties, at its headquarters, contracts with related parties, shareholders’ agreements and options for the acquisition of shares or other securities or securities issued by the company.
Article 63. The Company, and any of the subsidiaries thereof, whether direct or indirect, is hereby prohibited from selling any stock option contracts (whether directly or not), or even entering into stock option contracts in which it is the option writer, except for companies having such activity in its corporate purpose. Call option is hereby defined as those giving to their holder the right to purchase the asset subject matter thereof on a certain date, for a certain price; and put options are hereby defined are those giving to their holder the right to sell the asset subject matter thereof on a certain date, for a certain price. For purposes of this Article, option contracts shall be those directly or indirectly, in an express or implicit manner, give any advantage to the Company in consideration for market volatility, that is, when there is risk of price oscillation for the asset subject matter of the contract. Among which, however not limited thereto, any operations in which the asset subject matter of the contract is conditioned to the rate of the United States dollar, the price for the gold, commodities, government bonds, exchange rate variation and interest variation.
- § 1. Without prejudice to provisions in the caput of Article 63 hereto, the Company and any of its direct or indirect subsidiaries, is hereby prohibited from entering into, on its behalf, and according to other provisions and restrictions set forth by laws and in these Bylaws, any contract, agreement or other instrument for assumption of rights and obligations, the termination of which by the Company’s or its subsidiaries’ initiative, (a) is prohibited; (b) cannot be performed before ninety (90) days as of the date to inform to the counterparty its intention of terminating the contractual relationship; or (c) results in the payment of any type of sanction or monetary obligation for the Company or its subsidiaries, including but not limited to fines, loss of profit, take-or-pay clause and/or commitment by the Company or its subsidiaries to maintain the obligation to pay installments falling due whose amount corresponds to or exceeds three (3) months of the contractual monetary obligations.
- § 2.The prohibition referred to by Paragraph 1 above shall not apply to the execution of contract, agreement or instrument for assumption of rights and obligations within the context of financial operations upon the issue by the Company and any of its direct or indirect subsidiaries to result in the issue of securities representing debt, including but not limited to promissory notes, debentures, commercial papers, notes, bonds, as set forth herein.