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7/30/2019 Annual General Shareholders' Meeting - 04.18.2011 - Management Proposal
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So Paulo, March 30, 2011.
BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros hereby
submits for the consideration of shareholders convening in the extraordinarymeeting called to convene on April 18, 2011, the Management Proposal set
forth below.
EXTRAORDINARY SHAREHOLDERS MEETING
1. Amendments to the Bylaws of BM&FBOVESPA.(A) Adjusting the Bylaws to the recently revisedNovo Mercado rules
BM&FBOVESPA is a public company listed on the Novo Mercado listingsegment, which rules went through a reviewing process in 2010, when it was
submitted to a closed hearing ofNovo Mercado listed issuers. Given this,
Management proposes to amend the Bylaws pursuant to the wording
provided in Attachment I to this Proposal, for consistency with the revised
Novo Mercado Regulation approved at the closed hearing. The paragraphs
below discuss the proposed amendments, providing a background and
justification for the changes, including discussion of related legal or
financial effects, in line with the requirement of article 11, item II, of
Instruction 481/09 promulgated by the Brazilian Securities Commission(Comisso de Valores Mobilirios), or CVM.
(A.1) Adoption of a sole paragraph under article 1 of the Bylaws,
emphasizing that the Company, its shareholders, the directors and officers
and the fiscal council members are all subject to the provisions of the Novo
Mercado Regulation: this inclusion is justified by the fact that the Bylaws
are the document that regulates the relations between the Company and its
shareholders, applying indiscriminately to every shareholder of the
Company, each of whom is bound by the Novo Mercado Regulation
regardless of actual size of ownership interest;
(A.2) To amend article 7 of the proposed Bylaws, in order to eliminate the
1% voting cap currently established for changes to, or deletion of this article
7: the purpose here is to eliminate the 1% voting cap currently applicable to
shareholders meeting aimed to change or delete the provisions of article 7,
which establishes a general 7% voting cap. The purpose of this proposal is to
adjust the Bylaws to the new rule of the revised Novo Mercado Regulation
approved in the public hearing concluded in 2010, which sets at 5% the
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lower threshold to cap the voting rights of a shareholder or group of
shareholders;
(A.3) To adopt a sole paragraph in article 20 of the Bylaws, towards
establishing that no person will be allowed to accumulate the functions ofChairman of the Board and Chief Executive Officer or main officer of the
Company: the purpose of the amendment is to give the Board independence
to exercise management oversight and to avoid the concentration of power in
a single person, which could be detrimental to adequate management
oversight, perhaps undercutting corporate governance effectiveness;
(A.4) To amend article 29 of the Bylaws for adoption of an additional item
(item v) requiring the Board to issue an opinion regarding any tender offer
initiated for shares of the Company. Consistent with this amendment, tocross reference the provision in item b under paragraph 5 of a renumbered
article 70 of the proposed Bylaws: in line with current international
practices, a Boards reasoned opinion regarding a tender offer serves theprimary purpose of providing support for shareholder decision-making.
Shareholders are then guided (but not bind) towards rejecting or accepting
the bid. In particular, the opinion of the Board can be of great value for less
experienced investors who may not be sufficiently familiar with the terms
and concepts of a tender offer bid, and would have difficulty deciding
whether or not to tender their shares;
(A.5) To amend article 61 of the Bylaws (as renumbered) to establish the
obligation of a shareholder obtaining control in a tender offer made due to
the execution of a private shares purchase agreement by and between such
shareholder and the Controlling Shareholder, to pay to holders selling shares
in the market over the preceding 6-month period, the difference between bid
price and the stock market price at which the shares were sold: the purposes
of the amendment are (i) to reduce the operational constraints for payment
currently foreseen; (ii) to widen the universe of persons entitled to
compensation for having sold shares in stock market transactions carried outin the same trading sessions at which the acquirer of control was trading to
buy shares in the six months prior to the acquisition of control, which we
believe to be a more fair and equitable course of action, as the
reimbursement contemplates any sales taking place in these trading sessions;
and (iii) to eliminate day trade transactions from the universe of transactions
making a seller eligible to compensation, given that day trades by definition
would imply zero net settlement balance at the end of a trading session;
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(A.6) To amend article 63 of the Bylaws (as renumbered) for adjustments of
its wording and definitions to the new provisions of the Novo Mercado
Regulation, as amended pursuant to the closed hearing concluded in 2010,
and to include a provision to establish that the Controlling Shareholder shall
be obliged to conduct a tender offer in case of a delisting from the NovoMercado in the aftermath of a corporate restructuring process where the
unlisted surviving company fails to list the shares on the Novo Mercado
within 120 days after the restructuring approval in a shareholders meeting:the amendment aims to set the deadline within which the unlisted surviving
company is expected to list the shares on the Novo Mercado, failing which
the tender offer requirement will be triggered;
(A.7) To adopt paragraphs 1 and 2 in article 64 of the Bylaws (as
renumbered), in order to regulate how to establish the shareholdersresponsible for conducting the tender offer in a going private or delisting
from theNovo Mercado process (per the main provision of the article): in a
company characterized by wide dispersion of ownership, with no controlling
shareholder or controlling shareholders, it is important to have clarity about
the shareholder or shareholders that shall bear responsibility for carrying out
a tender offer for going private or delisting from the Novo Mercado.
Accordingly, the proposed paragraphs contemplate an alternative permitting
the shareholders meeting that decides on a going private process (forcancellation of the registration as a public company) or delisting from the
Novo Mercado process to appoint the shareholder or group of shareholders
responsible for conducting the required tender offer, to the extent that the
company does not have a controlling shareholder or controlling
shareholders. Likewise, the alternative applies also regarding the delisting
from the Novo Mercado as a result of a corporate restructuring process
where the surviving company is not listed to trade onNovo Mercado; in such
case, if the shareholders meeting that decides forthe corporate restructuringprocess were to fail to appoint the potential bidder or bidders, the tender
offer obligation will lie with all shareholders that voted for the corporate
restructuring process (per paragraph 2 of article 64 of the proposed Bylaws);
(A.8) New wording for article 65 and paragraphs 1 to 4 to consolidate and
adjust the provisions under articles 64 to 66 of the current Bylaws, which
regulate the tender offer requirement triggered by noncompliance
with theNovo Mercado Regulation: the new provisions aim primarily at the
conjunction of these provisions (articles 64 to 66 of the current Bylaws) to
form a clear, consistent and systematic set of rules.
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Accordingly, the wording of these provisions clearly assign the controlling
shareholder (if any) responsibility for fulfilling the tender offer requirement
in the event of noncompliance with the listing rules. However, absent a
controlling shareholder, the provisions elect as tender offer bidders all the
shareholders voting to pass the motion ultimately leading to noncompliancewith the Novo Mercado Regulation. If an event of noncompliance derives
from action or decision taken by management, the directors and officers will
be required to call a shareholders meeting to decide on whether to takeaction to remedy the noncompliance or, in the alternative, to delist from the
Novo Mercado segment, in which case the shareholders will also be
expected to appoint the shareholder or group of shareholders responsible for
carrying out the required tender offer; and
(A.9) Articles 29 (item q), 59, 60, 61, 62 (main provision and paragraph2), 63 (paragraph 1), 64 (main provision), 65 (paragraph 3) and 76 of the
proposed Bylaws (each, as renumbered) include amendments for
adjustments to the definitions found in theNovo Mercado Regulation and for
a clearer wording. These are amendments of a formal nature, related to
adjustments (also of a formal nature) adopted in the revised Novo Mercado
Regulation.
(B) Other amendments
The proposed Bylaws include other amendments for improvement and better
wording of, or minor adjustments to, the provisions of the existing Bylaws.
These are discussed below and include background explanation and
justification, and discussion of related legal or financial effects.
(B.1) Amendment of the wording of article 5 of the Bylaws for the
provision to refer specifically to common registeredshares, as the presentwording failed to refer to the form of BM&FBOVESPA shares, i.e.,
registered shares;
(B.2) Amendment of a formal nature in item g of article 16 of the Bylawsfor deletion of the definition of Novo Mercado, as the definition is nowfound in the sole paragraph of article 1;
(B.3) To amend paragraph 2 of article 18 of the Bylaws to include the term
Group of Shareholders, as under article 18 a suspension of shareholderrights may affect either a shareholder individually or a group of shareholders
(as defined);
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(B.4) Given the corporate restructuring and integration process which in
2008 combined BM&F and BOVESPA, former two independent exchanges,
references to BOVESPA have been replaced with references toBM&FBOVESPA in the following provisions of the Bylaws: article 23
(paragraph 3), article 24 (paragraph 1), article 58 (paragraph 1), articles 60and 68, article 70 (paragraph 1, item b) and article 76 (each, as
renumbered);
(B.5) To amend article 29, item g, to refer to new item e of article 38.See also item (B.7) below. Item e of article 38 provides that entering intoor renewing liquidity facility transactions falls exclusively within the scope
of authority of the executive management, regardless of amount involved
and whether or not included in the annual budget. Accordingly, item g of
article 29 has been amended to except liquidity facility transactions from theprovision requiring board authorization for the Company to enter into certain
other transactions related to the business.
(B.6) To amend the main provision of article 34 of the Bylaws to cross
reference the sole paragraph added to article 20 (see item (A.3) above),
which disallows a person accumulating functions as Chairman of the Board
and Chief Executive Officer or main officer of the Company. The
amendment has been included as a proviso, since article 34 tackles eligibility
to act as chief executive officer, such that the person serving as Chairman of
the Board is ineligible;
(B.7) To amend article 38 of the Bylaws for inclusion of item e, towardsclarifying that the executive management has authority to enter into and
renew liquidity facility transactions irrespective of amount involved;
(B.8) To amend article 45and to include new provisions added as article 51
of the proposed Bylaws, for inclusion of the Risk Committee amidst the
board advisory committees established in the Bylaws, in order to turn it into
a permanent and mandatory committee. The risk committee has beenestablished previously, pursuant to a decision of the board of directors, and
is currently operating. As proposed, article 51 mirrors the existing
committee, which shall be composed of at least four members, whose
responsibilities include (i) assessing and monitoring exposure to risks
intrinsic to the business activities of the Company, with particular focus on
structural and strategic risk management; (ii) assessing and recommending
the Companys risk management guidelines and strategies; and (iii)
conducting periodic reassessments of the risk management strategies
adopted by the Company.
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(B.9) To amend item a ofarticle 47in order to delete the requirement forAudit Committee ratification of the Boards choice of independent auditorsbecause this decision is based on the committee recommendations. Given
that under item a it is incumbent on the Audit Committee to makerecommendations to the Board of Directors regarding the appointment of the
independent auditors, and that the final decision is a prerogative of the
Board, there is no need or reason to require the Audit Committeesratification of the Boards decision concerning the auditors;
(B.10) To amend articles 69 (main provision) and 70 (paragraphs 4 and 6)
of the Bylaws (each, as renumbered) for adoption of a tender offer
requirement triggered by accumulation of interest in at least 30% of the
corporate capital. Accordingly, any shareholder that accumulates direct orindirect ownership interest in at least 30% of the corporate capital, or
otherwise purchases shareholder rights at least representing 30% of the
Companys corporate capital, will be required to conduct a tender offer;
(B.11) To amend article 70 of the Bylaws (as renumbered) for the bid price
in a tender offer triggered by accumulation of 30% or more interest to be
determined on the basis of the highest price the acquiring shareholder (as
defined) paid for shares purchased in the market in the six-month period
preceding the date the shareholder reaches the trigger threshold (30% or
more ownership), in lieu of being determined on the basis of the economicvalue per share (as the present wording provides). This changes the criterion
determining the minimum bid price, which in this case would not require a
valuation of the shares;
(B.12) To delete item b of article 74 of the existing Bylaws (i.e., article 73in the proposed Bylaws), as the terms contemplated therein are defined in
the Novo Mercado Regulation. This dispenses with a repeat definition, in
particular given the addition of a sole paragraph to this article (article 73, as
renumbered), such as set forth in item B.13 below;
(B.13) To adopt a sole paragraph in article 73 of the Bylaws (as
renumbered) to the effect that terms not defined in the Bylaws have the
meaning defined in the Novo Mercado Regulation. This avoids replicating
definitions included in theNovo Mercado Regulation and the need for future
amendments to the Bylaws in case the definitions of the Novo Mercado
Regulation change;
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(B.14) As a result of the renumbering of articles mentioned in item (B.15)
below, to correct crossed references throughout the Bylaws as follows:
article 7 (main provision and paragraph 1); article 15 (main provision and
paragraph 1); article 33; article 55 (paragraph 5); article 58 (main provision);
articles 60 and 61; article 64 (main provision); article 70 (paragraphs 3, 4and sub-items, 5 and items a and e, and paragraph 6), each as
renumbered; and
(B.15) Renumbering adjustments to the following provisions (as
renumbered): paragraphs 2 to 4 of article 7; item f of article 38; and
articles 52 through 79 (and some of their items and paragraphs) of the
proposed Bylaws.
Attachment I to this proposal sets forth a comparative table between theexisting and the proposed Bylaws, and justifications for the proposed
amendments.2. Proposed consolidation of the Bylaws.
Management further proposes to consolidate the Bylaws, in line with the
amendments proposed under item 1 above. Attachment II to this proposal
provides a consolidated version of the proposed Bylaws.
3. Changes to the Stock Options Plan.
The primary purpose of the proposed modification in the Stock Options Plan
is giving the Company the ability to grant a selected group of executives
special options (Additional Options) which by rewarding outstanding
performance should represent additional incentives geared towards enhanced
alignment of interests and long-term value generation.
Set forth in Attachment III to this proposal is a transcript of the proposed
Stock Options Plan. The information which CVM Instruction 481/09
requires to be provided under Annex 13 is set forth in Attachment IV to this
proposal.
We remain at your disposal for any additional clarification you may require.
Yours sincerely,
Eduardo Refinetti Guardia
Chief Financial, Corporate Affairs and Investor Relations Officer
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DRAFT BYLAWS OF BM&FBOVESPA REFLECTING AMENDMENTS TO BE PROPOSED TO THE EXTRAORDINARY SHAREHOLDERS MEETING OF APRIL 18,2011
CURRENT BYLAWS AMENDED BYLAWS JUSTIFICATION
CORPORATE BYLAWS OF BM&FBOVESPA S.A.
BOLSA DE VALORES, MERCADORIAS e FUTUROS
CORPORATE BYLAWS OF BM&FBOVESPA S.A.
BOLSA DE VALORES, MERCADORIAS e FUTUROS
CHAPTER I CHAPTER I
NAME, HEADQUARTERS, VENUE, PURPOSE AND
DURATION
NAME, HEADQUARTERS, VENUE, PURPOSE AND
DURATION
Article 1.A BM&FBOVESPA S.A. BOLSA DE VALORES,MERCADORIAS E FUTUROS (Company) is a company
that is governed by these Bylaws and by applicable law.
Article 1. BM&FBOVESPA S.A. BOLSA DE VALORES,
MERCADORIAS E FUTUROS (Company) is a corporation
governed by these Bylaws and by applicable law.
Currently absent provision Sole paragraph. The shares of BM&FBOVESPA S.A. Bolsade Valores, Mercadorias e Futuros (BM&FBOVESPA), the
Brazilian Securities and Derivatives Stock Exchange, have
been listed to trade on the Stock Exchange special listing
segment named Novo MercadoNovo Mercado. Accordingly, the
Company, the shareholders, the Directors and Officers andthe Fiscal Council members (if the council is active) are bound
by the Novo Mercado Listing Rules (Novo Mercado ListingRules)
Amended for consistency with the
Novo Mercado Listing Rules. (NMregulation), as revised and approved
by listed issuers (consolidated version
set to be released in due course).
This provision stresses that theCompany, the directors, officers, fiscal
council members and the shareholders,
all are bound by the Novo MercadoListing Rules, including with no
exceptions all of the shareholders.
Article 2.The Company has its headquarters and venue in Article 2. The Company has registered office and jurisdiction
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fungible and non-fungible custody of commodities, securities
and any other physical and financial assets;
fungible and non-fungible custody of commodities, securities
and any other physical and financial assets;
V Rendering of customization, classification, analysis,
quotation, preparation of statistics, training of personnel,
preparation of studies, publications, information, library and
software development services related to the participants of
the markets under the Companys direct or indirect
surveillance and its interests;
V Rendering of customization, classification, analysis,
quotation, preparation of statistics, training of personnel,
preparation of studies, publications, information, library and
software development services related to the participants of
the markets under the Companys direct or indirect
surveillance and its interests;
VI Rendering of technical, administrative, softwaredevelopment and management support for market
development, as well as undertaking of educational,
promotional and publishing activities related to its corporate
purpose and to the markets which are under the Companys
surveillance;
VI Rendering of technical, administrative, softwaredevelopment and management support for market
development, as well as undertaking of educational,
promotional and publishing activities related to its corporate
purpose and to the markets which are under the Companys
surveillance;
VII Undertaking of other similar or related activities
expressly authorized by the Securities Commission; and
VII Undertaking of other similar or related activities
expressly authorized by the Securities Commission; and
VIII Holding shares in the capital of other companies or
associations, headquartered in Brazil or abroad, whether as a
partner, shareholder or associate, under the regulations in
effect.
VIII Holding shares in the capital of other companies or
associations, headquartered in Brazil or abroad, whether as a
partner, shareholder or associate, under the regulations in
effect.
Paragraph 1.Within the powers that are conferred to it byLaw 6,385/1976 and by the regulations in effect, the Company
must:
Paragraph 1. Within the powers that are conferred to it by
Law 6,385/1976 and by the regulations in effect, the Company
must:
(a) issue regulations relating to the granting of accessauthorizations to different trading, registration and
settlement systems under the Companys surveillance or
by companies that are controlled by the it (Access
(a) issue regulations relating to the granting of access
authorizations to different trading, registration and
settlement systems under the Companys surveillance or
by companies that are controlled by the it (Access
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Authorizations), establishing the terms, conditions and
procedures for the granting of such authorizations
(Access Regulation);
Authorizations), establishing the terms, conditions and
procedures for the granting of such authorizations
(Access Regulation);
(b) establish rules safekeeping equitable commercial andtrading principles and high ethical standards for people
who act in the markets under the direct or indirect
surveillance of the Company, as well as to regulate the
transactions and decide operating questions involving
the holders of Access Authorizations;
(b) establish rules safekeeping equitable commercial and
trading principles and high ethical standards for people
who act in the markets under the direct or indirect
surveillance of the Company, as well as to regulate the
transactions and decide operating questions involving the
holders of Access Authorizations;
(c) regulate the activities of the holders of AccessAuthorizations in the systems and markets under the
Companys surveillance;
(c) regulate the activities of the holders of Access
Authorizations in the systems and markets under the
Companys surveillance;
(d) establish mechanisms and rules to mitigate the risk ofbreach of obligations by the holders of Access
Authorizations, as to the transactions undertaken and/or
registered in any of the Companys trading, registration
and clearing systems;
(d) establish mechanisms and rules to mitigate the risk of
breach of obligations by the holders of Access
Authorizations, as to the transactions undertaken and/or
registered in any of the Companys trading, registration
and clearing systems;
(e) monitor the transactions traded and/or registered in anyof the Companys trade, registration, clearing and
settlement systems, as well as all of those regulated by it;
(e) monitor the transactions traded and/or registered in any
of the Companys trade, registration, clearing and
settlement systems, as well as all of those regulated by it;
(f) monitor the activities of the holders of AccessAuthorizations, as participants and/or intermediaries to
the transactions undertaken and/or registered in any of
the trade, registration and clearing systems under the
surveillance of the Company, as well as all those
regulated by it; and
(f) monitor the activities of the holders of Access
Authorizations, as participants and/or intermediaries to
the transactions undertaken and/or registered in any of
the trade, registration and clearing systems under the
surveillance of the Company, as well as all those
regulated by it; and
(g) impose penalties to those who violate legal, regulatory (g) impose penalties to those who violate legal, regulatory
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and operating rules, under the surveillance of the
Company.
and operating rules, under the surveillance of the
Company.
Article 4.The Company has an unlimited duration. Article 4. The Company has an unlimited duration.
CHAPTER II CHAPTER II
CAPITAL STOCK, SHARES AND SHAREHOLDERS CAPITAL STOCK, SHARES AND SHAREHOLDERS
Article 5.The capital stock of the company is R$R$2,540,239,563.88, fully paid in and divided into
2,044,014,295 common shares, with no par value, with the
issuance of preferred shares and founders shares being
prohibited.
Article 5. The capital stock of the company is
[R$2,540,239,563.88], fully paid in and divided into
2,044,014,295 common registered shares, with no par value,
with the issuance of preferred shares and founders shares
being prohibited.
Amendment to refer specifically to the
form of the shares: registered
Article 6.All of the shares issued by the Company are book-entry and deposited with a financial institution authorized
by the Securities Commission (Comisso de ValoresMobilirios), or CVM, in the name of their holders.
Article 6. All of the shares issued by the Company are book-
entry and deposited with a financial institution authorized by
the Brazilian Securities Commission (Comisso de ValoresMobilirios), or CVM, in the name of their holders.
Sole paragraph. The cost of the transfer and registration, as
well as the cost of the service related to book-entry shares can
be charged directly to the shareholder by the transfer agent,
as may come to be defined in the book-entry share contract.
Sole paragraph. The cost of the transfer and registration, as
well as the cost of the service related to book-entry shares can
be charged directly to the shareholder by the transfer agent,
as may come to be defined in the book-entry share contract.
Article 7.Each common share corresponds to the right to onevote in the decisions in an Annual or Special Shareholders
General Meeting, with it being the case, however, that no
shareholder or Group of Shareholders (Group of
Shareholders, as defined in Article 74) can cast votes in a
number greater than 7% of the number of shares into which
the capital stock is divided, subject to the terms and
Article 7. Each common share entitles the holder to one vote
in decisions taken in Annual or Extraordinary Shareholders
Meetings, provided however that, due regard given to the
provision in item (d) of paragraph 5 of Article 70, no
shareholder or Group of Shareholders (as defined under
Article 73) shall be entitled to vote shares in excess of 7% of
the total number of shares issued and outstanding at any
Cross reference to former paragraph 2
deleted, along with the former
paragraph 2
Other cross references corrected due to
provision renumbering.
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conditions of paragraph 2 of this Article and of item (d), of
paragraph 8 of Article 71.
given time. .
Paragraph 1.Subject to the terms and conditions ofparagraph 3 below, in case of any shareholders agreements
provision casting votes, all signatories to this agreement shall
be considered members of a Group of Shareholders, for
purposes of the application of the limitation to the number of
votes stated in the lead paragraph of this Article.
Paragraph 1. For purposes of the voting cap established in the
main provision, but without prejudice to the provision set
forth in paragraph 2 of this Article, where two or more
shareholders enter into voting agreement, or any other
agreement for concerted exercise of voting rights, each and all
of the signatory parties to such agreement shall be deemed to
constitute, and vote as a Group of Shareholders, subject
therefore to the voting cap.
Cross reference corrected
Paragraph 2.In any Extraordinary Shareholders GeneralMeeting for the purpose of amending or revoking any
provision of this Article, no shareholder or Group of
Shareholders shall cast votes in a number greater than 1% of
the number of shares in which the capital stock is divided,
except as provided for in items (c) and (d) of paragraph 8 of
Article 71.
Eliminated In line with the NM regulation ban ofvoting caps below 5%, this provision
has been deleted to exclude the 1%
voting cap previously set regarding
shareholder action to amend or delete
the provisions of article 7.
Paragraph 3.The pre-establishment in a ShareholdersAgreement of a block voting agreement regarding the
majority of votes of shareholders of the Company for any
Shareholders General Meeting with a blocking voting
agreement with number of votes exceeding the number of
votes established in paragraph 2 and the lead paragraph ofthis Article is prohibited, independent of whether the
Shareholders Agreement is filed in the Companys
headquarters.
Paragraph 2. Shareholders agreements or vote pooling or
block voting or any other agreements or arrangements for
aggregation of voting power that in any way circumvent the
voting cap established in the main provision of this Article,
whether or not filed at the Companys registered office, are
expressly forbidden.
Provision renumbered
Cross reference to former paragraph 2
deleted, along with the former
paragraph 2
Paragraph 4.The Chairperson of the Shareholders GeneralMeeting is responsible for the enforcement of the rules
provided for in this article and to inform the number of votes
Paragraph 3. In a shareholders meeting, the chair shall be
responsible for enforcing the provisions of this Article 7, and
for declaring the number of votes each shareholder or Group
Provision renumbered
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that can be cast by each shareholder or Group of
Shareholders who are present.
of Shareholders is entitled to cast when polled.
Paragraph 5.The votes that exceed the limits established inhis Article shall not be counted in a Meeting.
Paragraph 4. No vote in excess of the votes eligible to be cast
by a shareholder or Group of Shareholders shall be computed
for purposes of determining the outcome of a poll.
Provision renumbered
Article 8.The Company is authorized to increase its capitalstock up to the limit of two billion five hundred million
(2,500,000,000) common shares, as approved by the Board of
Directors, independently of any bylaws amendment.
Article 8. The Company is authorized to increase its capital
stock up to the limit of two billion five hundred million
(2,500,000,000) common shares, as approved by the Board of
Directors, independently of any bylaws amendment.
Paragraph 1.In the case provided for in the lead paragraphof this Article, the Board of Directors shall determine the
issuance price and number of shares to be issued, as well as
the payment date and conditions for paying in the shares.
Paragraph 1. In the case provided for in the main provision of
this Article, the Board of Directors shall determine the
issuance price and number of shares to be issued, as well as
the payment date and conditions for paying in the shares.
Paragraph 2.Within the limit of the authorized capital, theBoard of Directors can also: (i) decide regarding the issuance
of warrants; (ii) in accordance with a plan approved by the
Shareholders General Meeting, grant stock purchase options
to the management and employees of the Company or of a
controlled company, or to individuals who provide services
to it, without the shareholders having preemptive rights in
the granting or subscription for these shares; and (iii) decide
on the increase of the capital stock through the capitalization
of profits or reserves, with or without bonus shares.
Paragraph 2. Within the limit of the authorized capital, the
Board of Directors can also: (i) decide regarding the issuance
of warrants; (ii) in accordance with a plan approved by the
Shareholders Meeting, grant stock purchase options to the
management and employees of the Company or of a
controlled company, or to individuals who provide services
to it, without the shareholders having preemptive rights in
the granting or subscription for these shares; and (iii) decide
on the increase of the capital stock through the capitalization
of profits or reserves, with or without bonus shares.
Article 9.Any delay by a shareholder in paying in the capitalsubscribed for shall result in a 1% a month interest charge,
monetary correction accrued on the basis of the General
Market Price Index (ndice Geral de PreosMercado), or IGP-M, accrued with the lowest frequency legally applicable, and
Article 9. Any delay by a shareholder in paying in the capital
subscribed for shall result in a 1% a month interest charge,
monetary correction accrued on the basis of the General
Market Price Index (ndice Geral de PreosMercado), or IGPM,accrued with the lowest frequency legally applicable, and a
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a fine of 10% of the amount of the outstanding amount,
without prejudice to other applicable legal sanctions.
fine of 10% of the amount of the outstanding amount, without
prejudice to other applicable legal sanctions.
Article 10.Every shareholder or Group of Shareholders mustdisclose, through a notice to the Company, which must
contain the information provided for in Article 12 of CVM
Instruction No. 358/2002, the acquisition of shares, that
together with those already owned, exceed 5% of the capital
of the Company, as well as, after reaching that percentage,
the acquisition of shares that correspond to the acquisition of
an additional 2.5% of the capital of the Company or multiplesof that percentage.
Article 10. Every shareholder or Group of Shareholders must
disclose, through a notice to the Company, which must
contain the information provided for in Article 12 of CVM
Instruction No. 358/2002, the acquisition of shares, that
together with those already owned, exceed 5% of the capital
of the Company, as well as, after reaching that percentage, the
acquisition of shares that correspond to the acquisition of an
additional 2.5% of the capital of the Company or multiples ofthat percentage.
Paragraph 1.In cases in which the acquisition results in orhad been undertaken for change of control or management of
the Company, as well as in cases in which this acquisition
creates the obligation to make a public tender offer for the
acquisition of shares, in accordance with the terms of
CHAPTER VIII and the legislation and regulation in effect,
the acquiring shareholder or Group of Shareholders must
also cause the publication of a notice containing the
information provided for in Article 12 of CVM Instruction
No. 358/2002, in widely-known newspapers commonly used
by the Company.
Paragraph 1. In cases in which the acquisition results in or
had been undertaken for change of control or management of
the Company, as well as in cases in which this acquisition
creates the obligation to make a tender offer for the
acquisition of shares, in accordance with the terms of
CHAPTER VIII and the legislation and regulation in effect,
the acquiring shareholder or Group of Shareholders must also
cause the publication of a notice containing the information
provided for in Article 12 of CVM Instruction No. 358/2002, in
widely-known newspapers commonly used by the Company.
Paragraph 2.The obligations provided for in this Article alsoapply to the owners of debentures convertible into shares,
warrants and stock purchase options that assure their owners
the acquisition of shares in the percentages provided for here.
Paragraph 2. The obligations provided for in this Article alsoapply to the owners of debentures convertible into shares,
warrants and stock purchase options that assure their owners
the acquisition of shares in the percentages provided for here.
Paragraph 3.The shareholders or Groups of Shareholdersshall also disclose, as provided for in the lead paragraph of
this Article, any time their shareholding is reduced by 5% of
Paragraph 3. The shareholders or Groups of Shareholders
shall also disclose, as provided for in the main provision of
this Article, any time their shareholding is reduced by 5% of
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the total number shares issued by the Company due to any
alienation or extinction of shares and other securities
mentioned in the previous paragraph.
the total number shares issued by the Company due to any
alienation or extinction of shares and other securities
mentioned in the previous paragraph.
Paragraph 4.The breach of the provisions of this Article shallsubject the breaching party(ies) to the penalty provided for in
Article 16, item (i), and in Article 18.
Paragraph 4. The breach of the provisions of this Article shall
subject the breaching party(ies) to the penalty provided for in
Article 16, item (i), and in Article 18.
Paragraph 5.The Investor Relations Officer must send thecommunications provided for in this Article, to the CVM and
to the stock exchanges on which the securities issued by theCompany are traded, as soon as they are received.
Paragraph 5. The Investor Relations Officer must send the
communications provided for in this Article, to the CVM and
to the stock exchanges on which the securities issued by theCompany are traded, as soon as they are received.
Article 11.The issuance of new shares, debenturesconvertible into shares or warrants placed by sale on a stock
exchange, public subscription or share swap in public tender
offers for the acquisition of control under Articles 257
through 263 of Law No. 6,404/76, or, also, under a special tax
incentive law, can take place without the shareholders being
given a preemptive right in the subscription or with a
reduction in the minimum period provided for in law to
exercise it.
Article 11. The issuance of new shares, debentures
convertible into shares or warrants placed by sale on a stock
exchange, public subscription or share swap in tender offers
for the acquisition of control under Articles 257 through 263
of Brazilian Corporate Law*, or, also, under a special tax
incentive law, can take place without the shareholders being
given a preemptive right in the subscription or with a
reduction in the minimum period provided for in law to
exercise it.
CHAPTER III CHAPTER III
SHAREHOLDERS GENERAL MEETING SHAREHOLDERS MEETING
Article 12.The shareholders shall meet ordinarily within thelast four months after the close of the fiscal year, to decide
regarding the matters provided for in Article 132 of Law No.
6,404/1976, and, extraordinarily, in the interests of the
Article 12. The shareholders shall meet ordinarily within the
last four months after the close of the fiscal year, to decide
regarding the matters provided for in Article 132 of Brazilian
Corporate Law*, and, extraordinarily, in the interests of the
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Company. Company.
Paragraph 1.The Shareholders General Meeting has theauthority to decide on all acts related to the Company, as
well as to decide in the best interests of the Company.
Paragraph 1. The Shareholders Meeting has the authority to
decide on all acts related to the Company, as well as to decide
in the best interests of the Company.
Paragraph 2.The Annual Shareholders General Meeting andthe Extraordinary Shareholders General Meeting can be
called cumulatively and held at the same place, date and
time, and recorded in a single set of minutes.
Paragraph 2. The Annual Shareholders Meeting and the
Extraordinary Shareholders Meeting can be called
cumulatively and held at the same place, date and time, and
recorded in a single set of minutes.
Paragraph 3.A Shareholders General Meeting shall be calledby the Board of Directors on the decision of the majority of its
members or, also, in the cases provided for in these Bylaws
and in the sole paragraph of Article 123 of Law No.
6,404/1976.
Paragraph 3. A Shareholders Meeting shall be called by the
Board of Directors on the decision of the majority of its
members or, also, in the cases provided for in these Bylaws
and in the sole paragraph of Article 123 of Brazilian
Corporate Law*.
Paragraph 4.The documents pertinent to the matter to bedecided on at the Shareholders General Meetings must be
made available to the shareholders, at the headquarters of the
Company, on the date of the publication of the first call
notice, except in those cases in which the law or a regulation
in effect requires that they be made available for a longer
period.
Paragraph 4. The documents pertinent to the matter to be
decided on at the Shareholders Meetings must be made
available to the shareholders, at the headquarters of the
Company, on the date of the publication of the first call
notice, except in those cases in which the law or a regulation
in effect requires that they be made available for a longer
period.
Paragraph 5.The Shareholders General Meeting shall beheld, on the first call, with the presence of shareholders
representing at least 25% of the capital stock, except when the
law requires a higher quorum; and, on the second call, with
any number of shareholders.
Paragraph 5. The Shareholders Meeting shall be held, on the
first call, with the presence of shareholders representing at
least 25% of the capital stock, except when the law requires a
higher quorum; and, on the second call, with any number of
shareholders.
Paragraph 6.An Extraordinary Shareholders GeneralMeeting that has as its purpose the amendment of these
Paragraph 6. An Extraordinary Shareholders Meeting that
has as its purpose the amendment of these Bylaws shall be
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Bylaws shall be held, on the first call, with the presence of
shareholders who represent, at least, two thirds of the capital
stock, but may be instated on the second call with any
number of presents.
held, on the first call, with the presence of shareholders who
represent, at least, two thirds of the capital stock, but may be
instated on the second call with any number of presents.
Paragraph 7.Shareholders General Meetings shall bepresided over by the Chairperson of the Board of Directors or
by the person appointed by the Chairperson. In the absence
of the Chairperson, a Shareholders General Meeting shall be
chaired by the Vice Chairperson of the Board of Directors, or
by the person appointed by the Vice Chairperson. Thechairperson of the Shareholders General Meeting shall
choose one of those present to act as secretary.
Paragraph 7. Shareholders Meetings shall be presided over
by the Chair of the Board of Directors or by a person
appointed by the Chair. In the absence of the Chair, a
Shareholders Meeting shall be presided over by the Vice
Chair or an appointee.. The chair of the Shareholders
Meeting shall appoint one of the attendees to act as secretary.
Paragraph 8.It shall be the exclusive responsibility of theChairperson of the Meeting, subject to the rules established
in these Bylaws, to make any decision regarding the number
of votes of each shareholder, which decision may be
appealed to the Shareholders General Meeting itself, in
which decision the interested party shall not vote.
Paragraph 8. It shall be the exclusive responsibility of the
Chair of the Meeting, subject to the rules established in these
Bylaws, to make any decision regarding the number of votes
of each shareholder, which decision may be appealed to the
Shareholders Meeting itself, in which decision the interested
party shall not vote.
Article 13.Before the Shareholders General Meeting isinstated, the shareholders shall sign the Shareholder
Attendance Book, stating their name and residence and the
number of shares they own.
Article 13. Before the Shareholders Meeting is instated, the
shareholders shall sign the Shareholder Attendance Book,
stating their name and residence and the number of shares
they own.
Paragraph 1.The list of shareholders present shall be closedby the Chairperson of the Meeting, immediately after the
instatement of Shareholders General Meeting.
Paragraph 1. The list of shareholders present shall be closed
by the Chair of the Meeting, immediately after the
instatement of Shareholders Meeting.
Paragraph 2.The shareholders who appear at Meeting afterthe closing of the list of shareholders present shall be able to
participate in the meeting, but they shall not have the right to
Paragraph 2. The shareholders who appear at Meeting after
the closing of the list of shareholders present shall be able to
participate in the meeting, but they shall not have the right to
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vote in any corporate decision. vote in any corporate decision.
Article 14.The Company must begin the registration of theshareholders to take part in the Shareholders General
Meeting at least forty-eight (48) hours in advance, it being the
responsibility of the shareholder to present: (i) certificate
issued by the transfer institution for the book-entry shares
owned, in accordance of terms and conditions of Article 126
of Law No. 6,404/76. This proof shall be dated no later five
days before the date of the Shareholders General Meeting.
The Company, at its discretion, may dispense thepresentation of this proof; and (ii) a proxy statement and/or
documents that evidence the powers of legal representation
of the shareholder. The shareholder or its legal
representatives shall present the Shareholders General
Meeting documents that prove his or her identity.
Article 14. The Company must begin the registration of the
shareholders to take part in the Shareholders Meeting at least
forty-eight (48) hours in advance, it being the responsibility of
the shareholder to present: (i) certificate issued by the transfer
institution for the book-entry shares owned, in accordance of
terms and conditions of Article 126 of Brazilian Corporate
Law*. This proof shall be dated no later five days before the
date of the Shareholders Meeting. The Company, at its
discretion, may dispense the presentation of this proof; and(ii) a proxy statement and/or documents that evidence the
powers of legal representation of the shareholder. The
shareholder or its legal representatives shall present the
Shareholders Meeting documents that prove his or her
identity.
Article 15.The decisions of the Shareholders GeneralMeeting shall be passed by a majority vote of those present,
with blank votes not being counted, except as provided for in
law and observing the provisions in Article 7 and in
paragraph 2 of Article 62.
Article 15. Unless otherwise provided by law, and giving due
regard to the provisions of Article 7 and of paragraph 2 of
Article 63 of these Bylaws, at Shareholders Meetings
decisions shall pass by the affirmative vote of holders of
record of a majority of the shares represented at the meeting,
not computing abstentions.
Cross reference corrected
Paragraph 1.A decision of a Shareholders General Meetingregarding the amendment or exclusion of the provisions ofArticle 70, which restricts the right of the shareholders to
make a public tender offer for the acquisition of shares
provided for in that Article 70, shall be taken in accordance
with the casting of voting limits provided for in Article 7.
Paragraph 1. Decisions taken in a shareholders meeting to
amend or eliminate any of the provisions set forth underArticle 69, in particular where the effects thereof curtail
shareholder rights under a tender offer requirement, shall
strictly adhere to the voting cap set forth in Article 7 of these
Bylaws.
Cross reference corrected. .
Paragraph 2.Shareholders General Meetings can onlydecide matters included in the agenda, contained in their
Paragraph 2. Shareholders Meetings shall deliberate and
decide only on matters included in the order of business, such
Provision renumbered.
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respective call notice, with the approval of matters under a
general heading being prohibited.
as announced in the related call notice, with no open-ended
discussions.
Paragraph 3.Minutes shall be prepared based on the workand decisions of the Shareholders General Meeting and
these shall be signed by the members of the presiding board
and by the shareholders present.
Paragraph 3. The minutes of Shareholders Meetings shall be
prepared based business transacted and action taken at the
meetings, certified by the proper officers and signed by the
attending shareholders
Provision renumbered.
Article 16.It is the responsibility of the ShareholdersGeneral Meeting, in addition to the other responsibilities
provided for in law or in these Bylaws:
Article 16. It shall be incumbent on shareholders convening
in a Shareholders Meeting, among other actions prescribed
by law and these Bylaws to decide on the matters set forthbelow. :
(a) Review and approve the management report and theCompanys financial statements;
(a) Review and judge the management report and financial
statements;
(b) Determine the allocation of the companys fiscal year netincome and its distribution to the shareholders as
proposed by the Companys management;
(b) Determine the allocation of net income for the yearthe
companys fiscal year net income and approve dividend
its distributions based on the management proposal to
the shareholders as proposed by the Companys
management;
(c) elect and remove the members of the Board of Directorsand of the Fiscal Council, if formed;
(c) Elect and remove the Directors and the members of the
Fiscal Council, if active;
(d) determine the compensation of the members of theBoard of Directors and of the Executive Committee, as
well as of the members of the Fiscal Council, if formed,
observing the provisions of Article 17;
(d) Set the aggregate compensation of the members of the
Board of Directors and the Executive Management Board,
as well as the compensation of fiscal council members, if
elected, having regard for the provisions of Article 17;
(e) approve stock option or subscription option plans for itsmanagement and employees, as well as of for the
management and employees of other companies that are
controlled by the Company or third-party service
(e) Approve stock option plans of any type concerning
options attributable to officers, employees and service
providers of the subsidiaries;
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providers;
(f) approve the profit sharing distribution for themanagement of the Company within the legal limits,
and to the employees of the Company, in accordance
with the human resources policy of the Company;
(f) Approve profit sharing programs for management
members giving regard to applicable legal limits, and
employee profit sharing plans, in accordance with the
human resources policy of the Company;
(g) approve the delisting of the Company from the NovoMercado (Novo Mercado) listing segment or thecancellation of the registration as a publicly-traded
company;
(g) Approve proposals for the Company to delist from the
Novo Mercado listing segment or a going private processultimately resulting in cancellation of the registration as a
publiccompany;
The term (Novo Mercado) has beendefined above, in the sole paragraph of
article 1.
(h) select a company responsible for the determination ofthe Companys economic value and preparation of the
respective shares evaluation, in case of the cancellation
of the registration as a publicly-traded company or
delisting from the Novo Mercado, as provided for inCHAPTER VIII, from among the companies indicated
by the Board of Directors;
(h) Based on a list of selected firms provided by the Board of
Directors, appoint a specialized firm to determine the
economic value of the Company shares and prepare the
valuation report, in the event of a going private process
for cancellation of the registration as a public company,
or of delisting from the Novo Mercado, as contemplatedunder CHAPTER VIII hereof;
(i) suspend the rights of a shareholder as provided for inArticle 120 of Law No. 6,404/76 and Article 18;
(i) Suspend the rights of a shareholder, as provided under
Article 120 of Brazilian Corporate Law* and Article 18 of
these Bylaws;
(j) approve the participation of the Company as a holdingin other companies and/or associations, consortiums or
joint ventures if the respective participation amounts are
three times the Reference Amount;
(j) Approve acquisitions of ownership interest in other
companies and/or associations or joint ventures or
consortia, where the value of any such interest is in excess
of three times the Reference Amount;
(k) approve the alienation of a substantial part of assets ortrademarks of the Company; and
(k) Approve any disposition of a material portion of the
Company assets or its trademarks; and
(l) approve the merger of the Company, or its issuedshares, into other company, the merger, spin-off, change
(l) Approve transactions for the Company or its shares to be
merged into another company, and for a consolidation or
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in type of organization, dissolution, according to the
legal quorum, except if previously authorized by CVM,
regarding the matters provided for in paragraph Second
Article 136 of Law No. 6,404/1976, the reduction of
quorum for these decisions.
spin-off transaction, or a transformation of corporate
type, or the Companys dissolution, for this purpose
giving regard to the legally prescribed quorum to resolve,
unless the CVM shall have given prior consent for a
lower quorum to prevail, such as foreseen in paragraph 2
of article 136 of Brazilian Corporate Law.
Article 17.The Shareholders General Meeting shall set thetotal compensation of the members of the Board of Directors
and of the Executive Officers, specifying the portion of that
amount to be allocated to each body.
Article 17. The Shareholders Meeting shall set the aggregate
compensation of the members of the Board of Directors and
Executive Management Board, and shall allocate the portion
attributable to each body.
Paragraph 1.The Board of Directors shall set thecompensation to be allocated to the Chief Executive Officer
and the Chief Executive Officer, in turn, shall determine the
individual compensation of each Officer, in accordance with
the provision of the lead paragraph of this Article.
Paragraph 1. Due regard given to the compensation allocation
established by the Shareholders Meeting, as provided in the
main provision of this Article, the Board of Directors shall set
the compensation of the Chief Executive Officer, and the
latter shall determine the individual compensation of each
Executive Officer.
Paragraph 2.The members of the Board of Directors and theOfficers shall only have the right to profit sharing in the fiscal
years the shareholders receive the mandatory dividend
provided for in Article 202 of Law No. 6,404/1976.
Paragraph 2. The Directors and Executive Officers shall only
be entitled to profit sharing payments relative to years in
which profits are sufficient to ensure the shareholders are
paid the mandatory dividend established under Article 202 of
Brazilian Corporate Law*.
Article 18.The Shareholders General Meeting can suspendthe exercise of the rights, including the right to vote, of a
shareholder or Group of Shareholders who fail to fulfill a
legal, regulatory or bylaws obligation.
Article 18. Shareholders convening in a shareholders
meeting shall be entitled to approve a suspension of the
rights, including voting rights, of any shareholder or Group
of Shareholders for noncompliance with any legal or
regulatory provision or the provision of these Bylaws.
Paragraph 1.The shareholders representing at least 5% of thecapital stock can call a Shareholders General Meeting
Paragraph 1. In the event contemplated in this Article,
shareholders individually or jointly representing at least 5%
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mentioned in the lead paragraph of this Article when the
Board of Directors fails to hold it within the period of eight
days a meeting, with the evidence of the obligation not
complied with and the identification of the shareholder or
Group of Shareholders who are not in compliance.
of the outstanding shares shall be entitled to call a
shareholders meeting to decide on suspending the rights of a
noncompliant shareholder if, having given reasoned notice
requesting the Board of Directors to do so, the latter were to
let eight days elapse without calling the meeting. The notice
to the Board of Directors shall identify the event of
noncompliance and the noncompliant shareholder or Group
of Shareholders.
Paragraph 2.It shall be the responsibility of theShareholders General Meeting to approve the suspension ofthe rights of the shareholder and also to establish, among
other things, the suspension period and its extent. No rights
of inspection and request information shall be suspended.
Paragraph 2. Any Shareholders Meeting that decides for
suspending the rights of a shareholder or Group ofShareholders shall be responsible, among other things, for
deciding on the extent and period of suspension, provided,
however, no such action may suspend a shareholders legally
prescribed rights to monitor corporate management and
request information from management.
Wording revised for consistency with
the remainder of the article, as asuspension of rights may affect either a
shareholder or Group of Shareholders.
Paragraph 3.The suspension of rights of a shareholder shallcease as soon as the obligation is fulfilled.
Paragraph 3. The suspension of rights shall cease as soon as
the shareholder resumes compliance and fulfills the
obligation.
Article 19.No interested shareholder shall vote in anytransaction in which it has or represents a conflict of interest
with the Company. A vote cast by a interested shareholder
shall be considered abusive for the purposes of the provision
of Article 115 of Law No. 6,404/76.
Article 19. Where a shareholder has or represents interests
that conflict with the interest of the Company in any matter
submitted for consideration at a shareholders meeting, such
shareholder shall be required to abstain from interfering in
the deliberations and voting the relevant motion. Underarticle 115 of Brazilian Corporate Law*, a shareholder thatinterferes in, or votes on any matter in which he or she or it
has or represents conflicting interest, shall be deemed to be
acting in abuse of voting power.
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CHAPTER IV CHAPTER IV
MANAGEMENT MANAGEMENT
Section IGeneral Provisions for the Management Bodies Section IGeneral Provisions for the Management Bodies
Article 20.The management of the Company is comprised bythe Board of Directors and the Executive Office.
Article 20. The management of the Company is comprised by
the Board of Directors and the Executive Management Board.
Currently absent provision Sole paragraph. The roles of Board Chair and Chief ExecutiveOfficer are separate, and no person may accumulate the two
functions.
Provision added for consistency with
the NM requirement, the rationale
being the two roles board chair and
lead executive - are separate and the
functions should not be accumulated to
avoid power concentration to the
detriment of management oversight.
Article 21.The members of the Board of Directors and of theExecutive Office shall take office in their respective positions
by signing, in the 30 days after their respective election, the
instrument of instatement in the appropriate book and the
Statement of Consent from the Managers that is referred to in
the Novo Mercado Listing Regulations, and shall remain intheir positions until the new managers elected take office.
Article 21. The members of the Board of Directors and of the
Executive Management Board shall take office in their
respective positions by signing, in the 30 days after their
respective election, the instrument of instatement in the
appropriate book and the Statement of Consent from the
Managers that is referred to in the Novo Mercado ListingRegulations, and shall remain in their positions until the new
managers elected take office.
Sole paragraph. The managers of the Company must adhere
to the Manual for the Disclosure and Use of Information and
Policy for Trading Securities Issued by the Company, by
signing the respective Instrument.
Sole paragraph. The managers of the Company must adhere
to the Manual for the Disclosure and Use of Information and
Policy for Trading Securities Issued by the Company, by
signing the respective Instrument.
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Section IIBoard of Directors Section IIBoard of Directors
Subsection IComposition Subsection IComposition
Article 22.The Board of Directors shall be comprised of atleast seven and up most 11 members, all of whom are elected
and removable by the Shareholders General Meeting, with a
unified term of office of two years, with reelection allowed.
Article 22. The Board of Directors shall comprise at least
seven and at most 11 members, elected by the Shareholders
Meeting for unified two-year terms, removal and reelection
being permitted.
Paragraph 1.No member of the Board of Directors shall holdoffice in the Executive Office of the Company or appointed to
the Executive Office of its controlled companies.
Paragraph 1. The Directors shall not hold positions in the
Executive Management Boards of either the Company or its
subsidiaries.
Paragraph 2.The Board of Directors shall adopt InternalRules that shall provide for, among other matters that are
considered to be convenient, its own operating guidelines,
rights and duties of the members of the Board of Directors
and the relationship of the Board of Directors with the
Executive Office and other corporate bodies.
Paragraph 2. The Board of Directors shall adopt an Internal
Regulation establishing its own operating guidelines, rules on
the rights and responsibilities of the Directors and the
relationships with the Executive Management Board and with
other corporate bodies.
Paragraph 3.It shall be the responsibility of the Chairpersonof the Shareholders General Meeting, in conducting the
work related to the election of the members of the Board of
Directors, to determine the voting system for the election of
the Directors as provided for in Article 23 and Article 24.
Paragraph 3. With regard to the voting process for election of
Directors, it shall be incumbent on the Chair of the
Shareholders Meeting to determine the voting system by
which the shareholders will be polled, while having due
regard for the provisions of Articles 23 and 24 of theseBylaws.
Paragraph 4.except otherwise excused by the approval in theShareholders General Meeting, only the persons who in
addition to the legal and regulatory requirements, may be
elected to the Board of Directors if they meet the following
conditions:
Paragraph 4. Unless otherwise decided by the Shareholders
Meeting, eligible candidates for the Board of Directors shall
be those persons that meet all applicable legal and regulatory
requirements and the following additional requirements, to
the exclusion of any other person:
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(a) are more than 25 years old; (a) being over 25 years old;(b) have spotless reputation and knowledge and experience
in the functioning of markets managed by the Company
and/or by its controlled companies;
(b) having an upstanding reputation, and knowledge of the
functions, operations and practices of the capital markets
operated and managed by the Company and/or its
subsidiaries;
(c) do not have a spouse, companion or relative as to thesecond degree who occupies management positions or
has an employment relationship with the Company orits controlled companies; and
(c) not having a spouse, domestic partner or relative to the
second degree serving as director or officer of, or
employed with, the Company or any of its subsidiaries;and
(d) does not hold positions in a company that could beconsidered a competitor of the Company or of its
controlled companies, and does not have, or represent, a
conflict of interest with the Company or with its
controlled companies, with a conflict of interest being
presumed for a person who, cumulatively: (i) has been
elected by a shareholder who has also elected the
Director in the management of a competing company;
and (ii) has a relationship of subordination with a
shareholder who elected him or her.
(d) not holding a position in any company deemed to be a
competitor of the Company or its subsidiaries and, in
addition, neither having, nor representing any party that
has, a conflict of interest with the Company or its
subsidiaries. A conflict of interest is presumed to exist
relative to any person that, cumulatively: (i) has been
elected by a shareholder that has also elected a director in
a competitor company; and (ii) has ties arising from a
subordinate relationship with the shareholder voting for
his or her election.
Paragraph 5.For the purposes of item (d) of paragraph 4 ofArticle 22, a member of the Board of Directors shall be deemed
elected if: (i) a shareholder of Group of Shareholders haveelected him/her separately; or (ii) the shareholder or Group of
Shareholders which votes, counted in separately, were sufficient
for the election of the member of the Board of Directors in a
cumulative voting procedure (or would be sufficient based on
the total of shareholders present to the meeting, if the
cumulative voting system had been adopted); or (iii) the
shareholder or Group of Shareholders which votes, counted in
Paragraph 5. For the purposes of item (d) of the above
paragraph 4 of this Article 22, a Director shall be deemed to
have been elected by: (i) the shareholder of Group ofShareholders whose individual votes were sufficient to elect a
Director; or (ii) the shareholder or Group of Shareholders
whose individual votes were sufficient to elect a Director in a
cumulative voting process (or would have been sufficient
based on the total of attendee shareholders, had the
cumulative voting system been adopted); or (iii) the
shareholder or Group of Shareholders whose individual votes
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separate, were sufficient for the compliance of minimum
requirements for the exercise of right to vote in separate of the
members of the Board of Directors, as established in
paragraph 4 of Article 141 of Law No. 6,404/1976.
were sufficient to meet the percentage thresholds required
under paragraph 4 of Article 141 of Brazilian Corporate Law*,
which allow for the election of Directors in a separate voting
process.
Paragraph 6.A majority of the Directors of the Companyshall be Independent Directors, with Independent Directors,
for the purposes of these Bylaws, being understood to be
those who meet:
Paragraph 6. A majority of the Directors of the Company
shall be Independent Directors, herein defined as persons that
meet the following requirements:
(a) cumulatively, the criteria for independence establishedin the Listing Regulations of the Novo Mercado and inCVM Instruction No. 461/07;
(a) all of the independence standards established in the NovoMercado Listing Rules and in CVM Instruction No. 461/07,cumulatively; and
(b) do not hold, direct or indirectly, voting interest equal orhigher than 5% of the Companys total capital stock or
voting capital stock or do not have any relationship with
a shareholder with interest equal or higher than 5% of
the Companys total capital stock or voting capital stock.
(b) not holding, and not having ties with any shareholder that
holds, whether directly or indirectly, ownership interest
in 5% or more of the issued and outstanding shares of
stock, or voting stock of the Company.
Paragraph 7.Directors elected under article 141, paragraphs4 and 5, of Law No. 6,404/76 shall also be considered
Independent Directors, regardless of whether they meet the
criteria for independence provided for in this Article.
Paragraph 7. Directors elected under paragraphs 4 and 5 of
article 141 of Brazilian Corporate Law* shall also be
considered Independent Directors, regardless of whether they
meet the independence standards established in this Article.
Paragraph 8.In addition to the requirements established inthe preceding paragraphs, no more than one Director who
maintains a relationship with the same owner of an Access
Authorization or with the same entity, conglomerate or
economic-financial group can be a member of the Board of
Directors.
Paragraph 8. In addition to the requirements set forth in the
preceding paragraphs, the members of the Board of Directors
shall at no time include more than one Director having ties
with a holder of permit for access to the Companys markets,
or having ties with the same entity, conglomerate or
economic group.
Paragraph 9.For the purposes of this Article, a relationship is Paragraph 9. For the purposes of this Article, having ties
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considered to be: with a party is defined as:
(a) an employment relationship; or one resulting from apermanent professional services agreement or
participation in any management, advisory, fiscal or
deliberative body;
(a) an employment relationship, or one arising from any
agreement for provision of professional services on a
continuing basis or from participation in any
management or advisory or deliberative body or fiscal
council of an entity;
(b) a direct or indirect ownership interest in a percentageequal to or greater than 10% of the total capital or of the
voting capital; or
(b) any direct or indirect ownership interest in exceeds 10%
of the issued and outstanding shares of stock or voting
stock of the Company; or
(c) being a spouse, companion or relative up to the seconddegree.
(c) a relationship established through a spouse, domestic
partner or relative to the second degree.
Paragraph 10.The members of the Board of Directors who nolonger fulfill, due to a supervening fact or one that was
unknown at the time of their election, the requisites
established in this Article, must be immediately replaced.
Paragraph 10. Any Director that ceases to meet the eligibility
requirements established in this Article, due to a supervening
event or circumstance unknown at the time of the election,
shall be replaced promptly upon disclosure of such event or
circumstance.
Subsection IIElection Subsection IIElection
Article 23.Subject to the terms and conditions of Article 24,the election of the members of the Board of Directors shall
observe the slate system.
Article 23. Without prejudice to the provision of Article 24, a
slate system shall be adopted inelections of the members of
the Board of Directors.
Paragraph 1.In the election provided for in this Article 23,only the following slates of candidates may run: (i) those
nominated by the Board of Directors, as advised by the
Governance and Appointment Committee; or (ii) those that
are appointed by any shareholder or Group of Shareholders
in the manner provided for in paragraph 3 of his Article.
Paragraph 1. In the election provided for in this Article 23,
only the following slates of candidates may run: (i) those
nominated by the Board of Directors, as advised by the
Nominations and Corporate Governance Committee; or (ii)
those that are appointed by any shareholder or Group of
Shareholders in the manner provided for in paragraph 3 of
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this Article.
Paragraph 2.The Board of Directors, as advised by theGovernance and Appointment Committee shall, on the date
the Shareholders General Meeting that is to elect the
members of the Board of Directors is called, make available
at the Companys headquarters any statement signed by each
of the members of the slate of candidates appointed,
containing: (i) his or her complete identifying information;
(ii) a complete description of his or her professional
experience, mentioning the professional activities previouslyperformed, as well as professional and academic
qualifications; and (iii) information regarding the
disciplinary and judicial proceedings that have been decided
and have become unappealable in which he or she was
subject to a sanction, as well as to state, if relevant, the
existence of an impediment or conflict of interest under
Article 147, paragraph 3, of Law No. 6,404/1976.
Paragraph 2. The Board of Directors, as advised by the
Nominations and Corporate Governance Committee shall, on
the date the Shareholders Meeting that is to elect the
members of the Board of Directors is called, make available at
the Companys headquarters any statement signed by each of
the members of the slate of candidates appointed, containing:
(i) his or her complete identification information; (ii) a
complete description of his or her professional experience,
including previous work experience qualifications academicqualifications; and (iii) information regarding disciplinary or
judicial proceedings in which a judgment of guilty has been
entered under a final and unappealable decision issued, in
addition to information on impediments or conflict of interest
with the Company, if any, such as prescribed under Article
147, paragraph 3, of Brazilian Corporate Law*.
Paragraph 3.The shareholders or group of shareholders whowish to propose a different slate to compete for slots on the
Board of Directors must, at least five days before the date set
for the Shareholders General Meeting, forward to the Board
of Directors statements signed individually by the candidates
they have recommended, containing the information
mentioned in the previous paragraph, the Board of Directors,as advised by the Governance and Appointment Committee
having the duty immediately to disclose, through a notice
inserted in the Companys page on the internet and by
forwarding, electronically, to the CVM and the equity trading
segment of the manager of the stock exchange market
(BOVESPA), the information that the documents relating
to the other slates presented are available for the
Paragraph 3. Where a shareholder or Group of Shareholders
wishes to propose a different slate of candidate nominations
to the Board of Directors, it shall forward to the Board of
Directors at least five days before the date of the
Shareholders Meeting, statements signed individually by the
candidates they nominate, containing the information
required in the preceding paragraph. The Board of Directors,as advised by the Nominations and Corporate Governance
Committee shall promptly post notice in the Companys
Internet site advising shareholders that the documents
concerning other slates and related information are available
at the registered office, and shall forward the same
information via computer to the CVM and
(BM&FBOVESPA)..
Adjusted for consistency with the
integration process that combined
BM&F and BOVESPA into
BM&FBOVESPA.
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shareholders at the Company headquarters.
Paragraph 4.The names recommended by the Board ofDirectors or shareholders must be identified, if appropriate,
as candidates for Independent Directors, observing the
provision in paragraphs 6 and 7 of Article 22.
Paragraph 4. Candidates nominated by the Board of Directors
or any shareholder to serve as independent directors shall be
identified as such, due regard being given to the eligibility
requirements set forth in Paragraphs 6 and 7 of Article 22 of
these Bylaws..
Paragraph 5.The same person may be part of two or moreslates, including that recommended by the Board of
Directors.
Paragraph 5. A single person may be nominated in two or
more slates, including the one proposed by the Board of
Directors.
Paragraph 6.Each shareholder may only vote for one slateand the votes shall be calculated in accordance with the
limits provided for in Article 7, with the candidates of the
slate with the highest number of votes at the Shareholders
General Meeting being declared elected.
Paragraph 6. Any shareholder shall vote for just one slate,
and the candidates nominated in the slate that receives the
highest number of votes shall be declared elected.
Cross reference to article 7 deleted.
Paragraph 7.Whenever candidates are recommendedindividually, the voting shall not be taken by the use of slates
and shall take place through individual voting.
Paragraph 7. Where the candidates are nominated
individually, the voting system shall dispense with the slate
system and votes shall be cast relative to each individual
candidate.
Article 24.In the election of the members of the Board ofDirectors, shareholders who represent at least 5% of the
capital stock have the right to request the adoption of
cumulative voting procedure, so long as their request is
made at least 48 hours before the Shareholders General
Meeting.
Article 24. In elections of the members of the Board of
Directors, shareholders individually or jointly representing
interest in at least 5% of the outstanding shares are entitled to
request adoption of cumulative voting system, provided they
so request at least 48 hours prior to the Shareholders
Meeting.
Paragraph 1.Immediately after receiving the request, theCompany must disclose, through a notice inserted on the
Companys page on the internet and by electronic means,
Paragraph 1. Promptly upon receiving the request, the
Company shall release notice thereof in the Companys
Internet site advising shareholders that the election will take
Adjusted for consistency with the
integration process that combined
BM&F and BOVESPA into
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forward to the CVM and BOVESPA, the information that the
cumulative voting procedure will be used in the election.
place in a cumulative voting process, and shall forward the
same information, via computer, to the CVM and
BM&FBOVESPA.
BM&FBOVESPA
Paragraph 2.With the Shareholders General Meetinginstated, the Presiding Board shall calculate, based on the
signatures in the Attendance Book and the number of shares
owned by each of the shareholders present, the number of
votes attributable to each shareholder or Group of
Shareholders, subject however, to the limit established in
Article 7. The number of members of the Board of Directorsto be elected must be multiplied by the number of shares that
shall not exceed 7% of the total of the Companys issued
shares.
Paragraph 2. On convening the meeting, the presiding
officers shall determine the number of eligible votes
attributable to each shareholder or Group of Shareholders,
based on the signatures affixed to the Shareholders
Attendance List, provided that for purposes of the voting cap
established in Article 7 of these Bylaws, the number of board
seats to be filled in the election shall be multiplied by thenumber of eligible votes, meaning votes not exceeding the
cap threshold of 7% of the outstanding shares.
Paragraph 3.Where the election of the members of the Board ofDirectors takes place using the cumulative voting procedure,
the election shall not be by slates: the candidates for positions as
members of the Board of Directors shall be those who are part of
the slates mentioned in Article 23, as well as the candidates who
come to be recommended by a shareholder who is present, so
long as the statements signed by these candidates, with the
content mentioned in paragraph 2 of Article 23, are presented to
the Shareholders General Meeting.
Paragraph 3. Where the election of Directors adopts a
cumulative voting process, the slate system shall be
dispensed with and votes shall be cast individually on the
candidates nominated in slates presented by the Board and
shareholders according to Article 23, provided each candidate
shall have signed and presented to the meeting a statement
containing the information required under paragraph 2 of
Article 23 of these Bylaws..
Paragraph 4.Each shareholder or Group of Shareholdersshall have the right to cumulate their votes for a single
candidate or distribute them between several. Those
candidates receiving the greatest number of votes shall be
declared elected.
Paragraph 4. Any shareholder or Group of Shareholders shallbe entitled to allot all of its votes to a single candidate or
spread out the votes among several. Candidates that receive
the highest number of votes shall be declared elected.
Paragraph 5.The offices whic