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MRV ENGENHARIA E PARTICIPAÇÕES S.A. GENERAL TAXPAYERS’ REGISTER CNPJ/MF No 08.343.492/0001-20
NIRE 31.300.023.907 Publicly-held Company
MINUTES OF THE GENERAL ORDINARY AND EXTRAORDINARY MEETING
HELD ON APRIL 19TH, 2018
The General Ordinary and Extraordinary Meeting of MRV ENGENHARIA E PARTICIPAÇÕES S.A., duly summoned and held with the legal quorum, considering the attending shareholders and the shareholders that participated through remote vote, presided by Mr. Guilherme Silva Freitas and having as secretary Mrs. Bianca Batista Martins, was held on April 19th, 2018, at 10:00 a.m., at the Company’s headquarters at Av. Professor Mário Werneck, 621, Estoril, in Belo Horizonte, State of Minas Gerais. These minutes were written in a summarized view, according to article 130, first paragraph of law 6.404/1976. These items elucidated, according to the Agenda, the following deliberations were taken and approved, registered the abstentions which were filed at the Company, as follows: (i) by majority, with 99.9% of approving votes, 0.1% of rejecting votes, subtracting the
57% abstains, approve, without reservations Company’s Management account, Balance Sheet and other Financial Statements for the year ended on December 31, 2017, as published on “Diário Oficial do Estado de Minas Gerais” and “Estado de Minas” newspapers on the date of March 15, 2018;
(ii) by majority, with 100% of approving votes, subtracting the 0.3% of abstains, approve, the destination of net profit of 2017 fiscal year, amounting R$ 653,401,667.53 (six hundred fifty three million, four hundred one thousand, six hundred sixty seven reais and fifty three cents), to the accounts: (ii.1) R$ 32,670,083.38 (thirty two million, six hundred seventy thousand, eighty three reais and thirty eight cents) to the legal reserve; (ii.2) R$ 155,182,896.04 (one hundred fifty five million, one hundred eighty two thousand, eight hundred ninety six reais and four cents) for mandatory dividends; (ii.3) R$ 464,653,458.84 (four hundred sixty four million, six hundred fifty three thousand, four hundred fifty eight reais and eighty four cents) for the retained earnings reserves, according to capital budget, intended to meet the resource requirements for future investments, especially for interest payment and fixed and intangible assets investments. The dividends will be paid on June 15, 2018, being R$ 0.35121304 per share, without monetary restatement, based on shareholders on May 28, 2018;
(iii) by majority, with 100% of approving votes, subtracting the 0.3% of abstains, approve, the Company’s Capital Budget proposal for the fiscal year of 2018;
(iv) by majority, with 89.3% of approving votes, 10.7% of rejecting votes, subtracting the 53% abstains, approve, the Management’s annual global compensation for the fiscal year of 2018, amounting up to R$ 29,500,000.00 (twenty nine million, five hundred thousand reais);
(v) by majority, with 71.7% of approving votes, 28.3% of rejecting votes, subtracting the 0.4% abstains, approve, the Second Stock Option Plan grating shares issued by the Company, with the possibility to grant up to 6,500,000 stock options, as stated in the terms of the Plan attached to this minutes.
(vi) by majority, with 100% of approving votes, subtracting the 0.4% of abstains, approve, the distribution of Extraordinary Dividends in the approximate amount of R$ 155,000,000.00, amounting R$ 0.35 per share issued by the Company, to the Profit Retention Reserve account from previous years. The dividends will be paid on April 27, 2018 based on shareholder on April 20th, 2018;
(vii) by majority, with 100% of approving votes, subtracting the 1.2% of abstains, approve, capitalization of part of earnings retention reserve available, amounting R$ 309,918,177.44 (three hundred nine million, nine hundred eighteen thousand, one hundred seventy seven reais and forty four);
(viii) by majority, with 100% of approving votes, subtracting the 1.2% of abstains, approve, the Company`s share capital increase due to capitalization of part of earnings retention reserve available, increasing from R$ 4,769,944,997.63 to R$ 5,079,863,175.07, and
consequent changes to Article 5 of the Company Bylaws, to reflect the changes in the share capital agreed at this OEGM;
(ix) by majority, with 100% of approving votes, subtracting the 1.2% of abstains, approve, the creation of the Statutory Auditing Committee, a consulting board to the Board of Directors, which members will be elected by the Board of Directors, according to current regulations.
(x) by majority, with 100% of approving votes, subtracting the 1.2% of abstains, approve, proposes the restructuring of the Executive Committee established in Article 23 of the company’s bylaws, in which “Compliance and Risks” and "Corporate Governance, Ethics and Sustainability” Committees will thus become the “Governance and Ethics Committee”; the current “Human Resources” Committee will henceforth operate under the name of “People Committee”; the current “Commercial and Credit”, “Real Estate Development” and “Production” Committees will be renamed the “Operations Committee”;
(xi) by majority, with 100% of approving votes, subtracting the 1.4% of abstains, approve, the amending of Article 23 which is a directive on the Executive Boards to make the necessary restructuring of Committees with the following text: “Article 23 -
The Chairman of the Board of Directors shall conduct the activities of the following Executive Committees: (a) Governance and Ethics Committee; (b) People Committee; (c) Operations Committee; (d) Auditing Committee”;
(xii) by majority, with 100% of approving votes, subtracting the 1.4% of abstains, approve, the amending of the caput of Article 15 of the company’s Bylaws, in order change the mandate of the Board of Directors members from individual to a unified mandate and changing its first paragraph to match the concept of Independent Board member, with the following text: “Article 15 - The Board of Directors shall have at least 5
(five), and at most 7 (seven) members, elected by General Assembly, whose terms of office shall be unified and have a duration of 2 (two) years, as of the date of election, re-election being allowed. Paragraph 1 – The Board of Directors shall have at least 2 (two) independent members, or the equivalent of 20% (twenty percent) of its total members, whichever is greater, expressly so declared by the General Assembly electing them. For the characterization of independent member, the company will adopt the concept under the B3’s “Novo Mercado” bylaws, in which the company is listed.”
(xiii) by majority, with 100% of approving votes, subtracting the 1.4% of abstains, approve, the amending of subparagraph “i” of Article 21 in order to include a minimum monetary amount for Board of Directors deliberations and remove the requirement that the companies necessarily have a specific purpose, with the following text: “Article 21 - The Board of Directors primary purpose is towards providing
general directives regarding the company’s business, as well as controlling and supervising its performance thereof, particularly deciding on the following matters (…) (i) to decide on acquisition of and/or disposal of capital stock greater than R$ 40,000,000.00 (forty million reais), except the constitution of corporations which are Controlled by the company and which have been constituted as a corporation with the purpose to implement one or more of the Company’s real estate projects;”
(xiv) by majority, with 100% of approving votes, subtracting the 1.4% of abstains, approve, the amending of the caput of Article 24 to remove the possibility of the Chairman of the Board of Directors to individually elect and/or dismiss Executive Board members, with the following text: “Article 24 - The Executive Board shall be
composed of ten (10) directors, shareholders or not, elected and removed at any time by the Board of Directors, and appointed Chief Executive Officer of Region I, CEO of Region II, Chief Financial and Investor Relations Officer, Legal Officer, Chief Sales Officer, Chief Production Officer, Mortgage Executive director, Real Estate Development Officer and Executive Board director and Shared Services Center.”
(xv) by majority, with 100% of approving votes, subtracting the 1.4% of abstains, approve, the inclusion of the ninth paragraph in Article 24 to formalize the possibility to create advisory commissions, with the text: “Paragraph 9: The Executive Board may
create Advisory Commissions with the objective to guide and assist its decision-making processes, from which members shall be elected by the Executive Board.”
(xvi) by majority, with 100% of approving votes, subtracting the 1.4% of abstains, approve, the inclusion of the third paragraph in Article 25 stating that the Chairman of the Board of Directors position may not be occupied by the same person as the individual named Chief Executive Officer or the Company’s main executive, with the text: “Paragraph 3 It is forbidden, for the same person, to accumulate the positions of
Chairman of the Board of Directors and Chief Executive Officer, except in case of vacancy,
where the position accumulation period shall not be longer than 1 year, as observed in the “Novo Mercado” bylaws.”
(xvii) by majority, with 100% of approving votes, subtracting the 1.4% of abstains, approve, the substitution of the term “BM&FBOVESPA” by “B3” in the company’s bylaws;
(xviii) by majority, with 100% of approving votes, subtracting the 1.2% of abstains, approve, the consolidation of the Company Bylaws, as a result of the considerations to the aforementioned items and according to Attachment II of this minutes;
(xix) by majority, with 100% of approving votes, subtracting the 1.2% of abstains, approve, the publication of the general minutes of the Ordinary and Extraordinary General Meeting according to the terms of Article 130, §2º, of Law number 6.604/1976, save for shareholder information.
(xx) by majority, with 100% of approving votes, subtracting the 1.6% of abstains, approve, as requested by the voting shareholders, in the terms of article 161, paragraph 2 of Law 6,404/76, as amended, the Fiscal Council installment, which mandate will end on the next Annual General Meeting that deliberates the 2018 fiscal year accounts.
(xxi) by majority, with 100% of approving votes, subtracting the 47.3% of abstains, approve, the election of the following members to constitute the Fiscal Board: Mr. THIAGO DA COSTA E SILVA LOTT, Brazilian, lawyer, registered under tax payment no. 039.250.866-41, registered on OAB/MG under no. 101.330, resident in Nova Lima/MG; Mr. PAULINO FERREIRA LEITE, Brazilian, accountant, registered under tax payment no. 056.171.206-97, resident in Belo Horizonte/MG; Mr. FERNANDO HENRIQUE DA FONSECA, Brazilian, economist, registered under tax payment no.199.017.396-91, resident in Belo Horizonte/MG. The President of this meeting consign that there were not members indications from minority shareholders;
(xxii) To approve the publication of the general minutes of the Ordinary and Extraordinary General Meeting according to the terms of Article 130, §2º, of Law number 6.604/1976, save for shareholder information.
There being no further matter to transact, the General Ordinary and Extraordinary Meeting was finished; the terms of these minutes were deliberated and unanimously approved by the attending shareholders, registering the abstentions which were filed at the Company, that underwrite it. Belo Horizonte, April 19, 2019. Mr. Guilherme Silva Freitas, Chairman; Mrs. Bianca Batista Martins, Secretary; and the representative of KPMG Auditores Independentes, Mr. Anderson Linhares de Oliveira, ID no. MG 6.933.142. _____________________________ Guilherme Silva Freitas Chairman ______________________________ Bianca Batista Martins Secretary _____________________________ Anderson Linhares de Oliveira Representant of KPMG Auditores Independentes Present shareholders: RUBENS MENIN TEIXEIRA DE SOUZA; LEONARDO GUIMARÃES CORREA; HOMERO AGUIAR PAIVA; EDUARDO FISCHER TEIXEIRA DE SOUZA; HUDSON GONÇALVES ANDRADE; MARIA FERNANDA N. MENIN TEIXEIRA DE SOUZA MAIA; EDUARDO PAES BARRETTO; JOSÉ ADIB TOMÉ SIMÃO; JÚNIA MARIA DE SOUSA LIMA GALVÃO; RAFAEL MENIN TEIXEIRA DE SOUZA; represented by Guilherme Silva Freitas. _____________________________________ BNY Mellon represented by João Victor Soares Maciel.
_____________________________________ VANGUARDA EMERGING MARKETS STOCK INDEX FUND; NEW WORLD FUND, INC.; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; JP MORGAN FUNDS; STICHING PENSIONENFONDS VOOR HUISARTSEN; BUREAU OF LABOR FUNDS – LABOR INSURANCE FUND; CAPITAL INTERNATIONAL FUND; BUREAU OF LABOR FUNDS – LABOR PENSION FUND; VANGUARDA TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F; THE MÁSTER TRUST BANK OF JAPAN, LTD. AS T. FOR MTBJ400045833; MISSOURI EDUCATION PENSION TRUST; VANTAGETRUST III MASTER COLLECTIVE INVESTMENT FUNDS TRUST; THE WESTPAC WHOLESALE UNHEDGED INTERNATIONAL SHARE TRUST; CONTI INTERNATIONAL; represented by Anderson Carlos Koch; ____________________________________ BB PREVIDENCIA AÇÕES FI; BB CAP AÇÕES FUNDO DE INVESTIMENTO; BB PREVIDENCIÁRIO AÇÕES GOVERNANÇA FI; BB TOP MM BALANCEADO FI LP; BRASILPREV TOP PLUS FUNDO DE INVESTIMENTO DE AÇÕES; BB TOP AÇÕES DIVIDENDOS MIDCAPS FI; BB TERRA DO SOL FUNDO DE INVESTIMENTO MM; BB CAP IBOVESPA INDEXADO FIA; BB ECO GOLD FUNDO DE INVESTIMENTO EM AÇÕES; BB SML 1 FUNDO DE INVESTIMENTO EM AÇÕES; BB ETF S P DIVIDENDOS BRASIL FUNDO DE INDICE; CLUBE DE INV. DOS FUNC. DA NOSSA CAIXA; BB TOP AÇÕES VALOR FUNDO DE INVE EM AÇÕES; BB TOP AÇÕES SMALL CAPS FUNDO DE INVESTIMENTO; BB TOP AÇÕES INDICE DE SUST EMP FI EM AÇÕES; BRASILPREV TOP A FUNDO DE INV EM AÇÕES; BB TOP AÇÕES IBOVESPA INDEXADO FI; BB TOP AÇÕES SETORIAL CONSUMO FI; BB TOP AÇÕES IBRX INDEXADO FI; BB TOP AÇÕES IBOVESPA ATIVO FI; BB AÇÕES 22 FI; BB TOP AÇÕES CONSTRUÇÃO CIVIL FIA; represented by Danilo Oliveira Matos. ______________________________________ FUNDO DE INVESTIMENTO EM AÇÕES CAIXA CONSTRUÇÃO CIVIL; FUNDO DE INVESTIMENTO EM AÇÕES CAIXA CONSUMO; FIA CAIXA BRASIL IBOVESPA; CAIXA ETF IBOVESPA FUNDO DE ÍNDICE; FIA CAIXA SMALL CAPS ATIVO; FUND DE INVEST EM AÇÕES CAIXA E-FUND IBOVESP; FUNDO DE INVESTIMENTO EM AÇÕES CAIXA IBOVESPA; FUNDO DE INVESTIMENTO EM AÇÕES CX BR IBX50; FUNDO DE INVEST EM AÇÕES CAIXA IBRX ATIVO; FIA CAIXA DIVIDENDOS; FIA CAIXA IBOVESPA ATIVO; FIA CAIXA SUSTENTABILIDADE EMPRESARIAL ISE; FI CAIXA MASTER LONG SHORT MULTIMERCADO LONGO PRAZO. Represented by Claudio Gonçalves Marques. ___________________________________________ Distance Voting: WELLINGTON MANAGEMENT FUNDS IRELAND PLC; SMALLCAP WORLD FUND INC; EASONS SERIES TRUST; GOTHIC CORPORATION ; CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; ASCENSION HEALTH MASTER PENSIO; LEGAL AND GENERAL ASSURANCE (PENSI; OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM; DUPONT PENSION TRUST; EMPLOYEES RET PLAN OF DUKE UNIVERSITY; EMPLOYEES RET SYSTEM OF THE SIBM 401 K PLUS PLAN; MANAGED PENSION FUND LIMITED; MERRIL LYNCH INT INV FUNDS; NEUBERGER BERMAN SYSTEMATIC GLOBAL EQUITY TRUST; PUBLIC EMPLOYES RET SYSTEM OF MISSISSIPPI; SEI INST INT TRUST EM MKTS EQU;STATE STREET BANK AND TRUST COMPAN; PARAMETRIC TAX MANAGED EMERGING MARKETS FUND; TEACHER RETIREMENT SYSTEM OF TEXAS; TREASURER OF THE ST.OF N.CAR.E; WORCESTERSHIRE COUNTY COUNCIL PENSION FUND; STATE OF NEW JERSEY COMMON PENSION; CAISSE DE DEPOT ET PLACEMENT DU QU; COMMONWEALTH OF PENNSYLV.PUB.S; FIDELITY AD S VIII FIDELITY AD GL CAPITAL APP F; FLORIDA RET SYSTEM TRUST FUND; CIBC LATIN
AMERICAN FUND; LOUSIANA STATE EMPLOYEES RETIR SYSTEM; BLACKROCK ADVANTAGE GLOBAL FUND INC; BLACKROCK LATIN AMERICAN FUND INC ; OMERS ADMINISTRATION CORPORATION ; PRINCIPAL LIFE INSURANCE COMPANY ; RAYTHEON COMPANY MASTER TRUST ; STATE OF MINNESOTA STATE EMPLOYEES RET PLAN; SUN AMERICA SERIES TRUST EMERGING MARKETS POR; THE CALIF STATE TEACHERS RETIREMEN; THE GOVERNMENT OF THE PROVINCE OF ALBERTA; THE PENSION RESERVES INVESTMENT MANAG.BOARD ; WEST VIRGINIA INVESTMENT MANAGEMENT BOARD; WASHINGTON STATE INV BOARD ; RUSSELL INVESTMENT COMPANY II PLC; LEGG MASON GLOBAL FUNDS PLC; NEW ZEALAND SUPERANNUATION FUN; FIREMENS A A BEN FD OF CHICAGO; FORD MOTOR COMPANY DEFINED BENEFIT; FORD MOTOR COMPANY OF CANADA L PENSION TRUST; HSBC EMERGING MARKETS FUND; INTERNATIONAL MONETARY FUND; NEW YORK STATE NURSES ASSOCIAT; BP PENSION FUND; STATE STREET C S JERSEY L T O; THE BOARD OF.A.C.E.R.S.LOS ANGELES CALIFORNIA; THE SEI EMERGING MARKETS EQUIT; UTAH STATE RETIREMENT SYSTEMS; CHEVRON MASTER PENSION TRUST; THE REGENTS OF THE UNIVERSITY OF CALIFORNIA; FLORIDA STATE BOARD OF ADMINISTRATION; LSV EMERGING MARKETS EQUITY FU; CITY OF NEW YORK DEFERRED COMPENSATION PLAN; ESSEX COUNTY COUNCIL; VICTORIAN FUNDS MANAGEMENT CORPORATION AS T FOR VFM E M TRUS; AB VAR PROD SERIES FUND, INC - AB BALANCED WEALTH STR PORT;PRINCIPAL FUNDS INC. DIVERSIFIED INTERNATIONAL FUND;PRINCIPAL VARIABLE CONTRACTS FUNDS INC DIVER INT ACCOUNT;IBM DIVERSIFIED GLOBAL EQUITY; ISHARES PUBLIC LIMITED COMPANY ; ALPINE INT REAL EST EQ FUND; TM CAVENDISH WORLDWIDE FUND; VALIC COMPANY I EMERGING ECONOMIES FUND;NORTHERN L M C S O B O UNIVEST; LIBERTY ERMITAGE FUNDS LIMITED; THE DUKE ENDOWMENT; KAISER FOUNDATION HOSPITALS; CAVENDISH ASSET MANAGEMENT LIMITED; PARAMETRIC EMERGING MARKETS FUND; PINEBRIDGE GLOBAL FUNDS; THE METHODIST ;FIRST COM BK IN ITS C AS MASTER CUST OF HSBC G EM MKT EQ T; GARD COMMON CONTRACTUAL FUND; MGI FUNDS PLC; COMMONWEALTH BANK GROUP SUPER; TIFF MULTI ASSET FUND; AB COLLECTIVE INVESTMENT TRUST SERIES; SUNSUPER SUPERANNUATION FUND; SPDR S P EMERGING MARKETS ETF; BRUNEI INVESTMENT AGENCY;HSBC BRIC EQUITY FUND; VANGUARD GLOBAL EQ FUND A S.O.V.HORIZON FUNDS; GMAM INVESTMENT FUNDS TRUST; NEW YORK STATE TEACHERS RETIREMENT SYSTEM; VIRGINIA RETIREMENT SYSTEM; MARQUIS INSTITUTIONAL GLOBAL EQUITY PORTFOLIO; PIMCO FUNDS GLOBAL INVESTORS SERIES PLC; STATE STREET EMERGING MARKETS E N-L C TRUST FUND; AB GLOBAL REAL ESTATE INVESTMENT FUND, INC.; BSF BLACKROCK LATIN AMERICAN OPPORTUNITIES FUND; WISDOMTREE EMERGING MARKETS HIGH DIVIDEND FUND; ADVANCED SERIES TRUST AST J.P. MORGAN S O PORTFOLIO; PUTNAM WORLD TRUST IRELAND; STATE STREET E M S CAP A S L QIB C TRUST FUND; BRITISH COLUMBIA INVESTMENT MA; WISDOMTREE EMERGING MARKETS SMALLCAP DIVIDEND FUND; GOVERNMENT INSTITUTIONS PENSION FUND; ISHARES MSCI EMERGING MARKETS SMALL CAP ETF; PUTNAM RETIREMENT ADVANTAGE GAA EQUITY PORTFOLIO ; PUTNAM RETIREMENT ADVANTAGE GAA GROWTH PORTFOLIO; COLLEGE RETIREMENT EQUITIES FU; AB SICAV I - GLOBAL REAL ESTATE SECURITIES PORTFOLIO; EATON VANCE COLLECTIVE INVESTM; EATON VANCE INT IR F PLC EATON V INT IR PAR EM MKT FUND; SPDR S P EMERGING MARKETS SMALL CAP ETF; SSGATC I. F. F. T. E. R. P. S. S. M. E. M. S. C. I. S. L.F.; CASEY FAMILY PROGRAM; EASTSPRING INVESTMENTS; ADVANCED SERIES TRUST AST PARAMETRIC EME PORTFOLIO; UNITED CHURCH FUNDS INC; VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF; JAPAN TRUSTEE SERVICES BK LTD. RE RTB NIKKO BEA MOTHER FD; EQUIPSUPER; THE BANK OF NEW YORK MELLON EMP BEN COLLECTIVE INVEST FD PLA; ISHARES III PUBLIC LIMITED COM; NTGI QM COMMON DAC WORLD EX US INVESTABLE MIF LENDING; LORD ABBETT SEC TRUST - LORD ABBETT INT DIVIDEND INCOME FUND; JAPAN TRUSTEE SERVICES BK LTD. RE RTB DAIWA LA EQUITY FD; AB INSTITUTIONAL FUNDS, INC- AB GLOBAL REAL ESTATE INVEST FD; RUSSELL INSTITUTIONAL FUNDS LLC RUSSELL EMERGING MARKETS; THE PENSIONS TRUST; ST ST MSCI EMERGING MKT SMALL CI NON LENDING COMMON TRT FUND; BLACKROCK GLOBAL FUNDS WORLD AGRICULTURE; PICTET EMERGING MARKETS; EMERGING MARKETS EQUITY FUND;
NORTHERN MULTI MANAGER EMERGING MARKETS EQUITY FUND; TRUST CUSTODY SERVICES BANK LTD. RE DIAM BRICS EQUITY MF; NATIONAL WESTMINSTER BK PLC AS DEPOSITARY OMGEMFASFOMIF 7; ACADIAN EMERGING MARKETS EQUITY II FUND LLC; VANGUARD FTSE ALL WORLD EX US SMALL CAP INDEX FUND ASOVIEIF; NORTHERN FUNDS GLOBAL REAL ESTATE INDEX FUND; PRINCIPAL GLOBAL INVESTORS COLLECTIVE INVESTMENT TRUST; MARKET VECTORS BRAZIL SMALL CAP ETF; KAISER PERMANENTE GROUP TRUST; STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV - SS EE ME FD; INVESCO GLOBAL REAL ESTATE FUND (USA) ;INVESCO V.I. GLOBAL REAL ESTATE FUND; MIRAE ASSET GLOBAL DISCOVERY FUND; LONDON LIFE INSURANCE COMPANY; TRUST CUSTODY SERVICES BANK LTD.RE BRAZIL INFRASTRUCTURE; SPRINT MASTER TRUST; UPS GROUP TRUST; BLACKROCK LATIN AMERICAN INVESTMENT TRUS; AB BOND FUND INC. AB ALL MARKET REAL RETURN PORTFOLIO; LSV EMERGING MARKETS SMALL CAP EQUITY FUND LP; GOTHIC HSP CORPORATION; ISHARES MSCI BRAZIL SMALL CAP ETF; WELLINGTON TRUST COMPANY N.A.; EMERGING MARKETS FUND; ALGER SICAV ALGER EMERGING MARKETS FUND; STATE OF NEVADA; ALGER EMERGING MARKETS FUND; STICHTING DELA DEPOSITARY MANAGEMENT; UNITED FOOD AND COM WORKERS INT UNION IND PENSION F; LSV INTERNATIONAL AC VALUE EQUITY FUND LP; FIRST TRUST BRAZIL ALPHADEX FUND; SSGA SPDR ETFS EUROPE I PLC; STICHTING PENSIOENFONDS ING (PFI); VERIZON MASTER SAVINGS TRUST; JAPAN TRUSTEE SERVICES BANK LTD. RE CMA EM HIGH DIV EQ M F; RETAIL EMPLOYEES S PTY. LIMITED; VANGUARD EMERGING MARKETS SELECT STOCK FUND; EATON VANCE TR CO CO TR FD PA STR EM MKTS EQ COM TR FD; KAPITALFORENINGEN UNIPENSION INVEST GLOBALE AKTIER II; MARATHON UCITS FUNDS; MARATHON GLOBAL FUND PUBLIC LIMITED COMPANY; DRIEHAUS EMERGING MARKETS SMALL CAP GROWTH FUND; MARATHON LONDON GLOBAL FUND A SUB FUND OF THE MARATHON LOND; THE MARATHON LONDON GLOBAL INVESTMENT TRUST I; EMPLOYEES RETIREMENT SYSTEM OF TEXAS; NGS SUPER; LAZARD INTERNATIONAL REALTY EQUITY PORTFOLIO; LAZARD ASSET MANAGEMENT LLC; VOYA MULTI MANAGER EMERGING MARKETS EQUITY FUND; EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUND; ASCENSION ALPHA FUND LLC; HAND COMPOSITE EMPLOYEE BENEFIT TRUST; FRANCISCAN ALLIANCE INC.; TRANSAMERICA EMERGING MARKETS EQUITY; UTD NAT RELIEF AND WORKS AG FOR PAL REFUGEE IN THE NEAR EAST; WELLS FARGO BK D OF T ESTABLISHING INV F FOR E BENEFIT TR; VICTORIAN SUPERANNUATION FUND; MIRABAUD - EQUITIES GLOBAL EMERGING MARKETS; CF DV ACWI EX U.S. IMI FUND; CORNERSTONE ADVISORS GLOBAL PUBLIC EQUITY FUND; FIDELITY RUTLAND SQUARE TRUST II STRATEGIC A E M FUND; ISHARES CORE MSCI EMERGING MARKETS ETF; ISHARES CORE MSCI TOTAL INTERNATIONAL STOCK ETF; SKAGEN M2 VERDIPAPIRFOND; BLACKROCK STRATEGIC FUNDS BLACKROCK E M ABSOLUTE RETURN F ; ST STR RUSSELL FUND GL EX U.S. INDEX NON LEND COMMON TR FD; STICHTING F C MULTI MANAGER EMERGING EQUITY ACTIVE; BLACKROCK LIFE LIMITED; KAPITALFORENINGEN LAEGERNES PENSIONSINVESTERING LPI A GL II; ADVANCED SERIES TRUST AST GOLDMAN SACHS MULTI ASSET PORTFO; EATON VANCE MANAGEMENT; ROYCE GLOBAL VALUE TRUST INC.; THE BAYARD GLOBAL HIGH DIVIDEND YIELD FUND LP; WISDOMTREE EMERGING MARKETS CONSUMER GROWTH FUND; BLACKROCK EMERGING MARKETS DIVIDEND FUND OF BLACKROCK FUNDS; THE BUNTING FAMILY EMERGING EQUITY LIMITED LIABILITY COMPANY; ASHMORE SICAV IN RESPECT OF ASHMORE S L A S C EQUITY FUND; ADVISORY RESEARCH EMERGING MARKETS OPPORTUNITIES FUND; KP INTERNATIONAL EQUITY FUND; AQUILA EMERGING MARKETS FUND; HOSKING GLOBAL FUND PLC; VFMC INTERNATIONAL EQUITY TRUST 1; NORTHERN TRUST COLLECTIVE EAFE SMALL CAP INDEX FUND NON LEND; NORTHERN TRUST COLLECTIVE GLOBAL REAL ESTATE INDEX FUND LEND; NORTHERN TRUST COLLECTIVE GLOBAL REAL ESTATE INDEX FUND N L; ST STR MSCI ACWI EX USA IMI SCREENED NON-LENDING COMM TR FD; ENSIGN PEAK ADVISORS INC; CDN ACWI ALPHA TILTS FUND; KAPITALFORENINGEN INVESTIN PRO GLOBAL EQUITIES I; THE TIFF KEYSTONE FUND L.P.; HOSTPLUS POOLED SUPERANNUATION TRUST; ITAU FUNDS LATIN AMERICA EQUITY FUND; METALLRENTE FONDS PORTFOLIO; WISDOMTREE ISSUER PUBLIC LIMITED COMPANY ; WISDOMTREE EMERGING
MARKETS EX STATE OWNED ENTERPRISES FUND; GMO TAX MANAGED GLOBAL BALANCED PORTFOLIO A S O GMO M P O LP; PENSIONDANMARK PENSIONSFORSIKRINGSAKTIESELSKAB G A VII; VFMC INTERNATIONAL EQUITY TRUST 2; LATTICE GLOBAL SMALL CAP STRATEGY ETF; HSBC UCITS COMMON CONTRACTUAL FUND; LEGAL GENERAL COLLECTIVE INVESTMENT TRUST; BNY MELLON TRUST DEPOSITARY UK L AS T OF B E M A A FUND; MARTIN CURRIE EMERGING MARKETS FUND; PIMCO EQUITY SERIES PIMCO RAE FUNDAMENTAL EMERGING MARKETS F; PIMCO RAE FUNDAMENTAL EMERGING MARKETS FUND LLC; GOLDMAN SACHS TRUST II GOLDMAN SACHS MULTI MANAGER G E FUND; LEGG MASON FUNDS ICVC - LEGG MASON IF MARTIN CURRIE E M FUND; HOSKING PARTNERS COLLECTIVE INVESTMENT TRUST; INVESTERINGSFORENINGEN NYKREDIT INVEST ENGROS GLOBAL DIVERS; WISDOMTREE GLOBAL SMALLCAP DIVIDEND FUND; ALLIANZ GLOBAL INVESTORS FUND-ALLIANZ BEST STYLES G AC EQ; BLACKROCK STRATEGIC FUNDS BLACKROCK SYSTEMATIC GLOBAL E F; STATE STREET GLOBAL ADVISORS LUXEMBOURG S- S S E M S C E F; HARBOR DIVERSIFIED INTERNATIONAL ALL CAP FUND; THE BOARD OF THE PENSION PROTECTION FUND; WM POOL EQUITIES TRUST NO. 72; GLOBAL ALPHA TILTS FUND A; WISDOMTREE EMERGING MARKETS DIVIDEND FUND; MARATHON UCITS COMMON CONTRACTUAL FUND - M GLOBAL C C FUND; FIDELITY SALEM STREET T: FIDELITY TOTAL INTE INDEX FUND ; CLARIVEST EMERGING MARKETS SOCIALLY RESPONSIBLE FUND LLC ; JAPAN TRUSTEE SERVICES BANK, LTD. RE: SMTB GLOBAL IMPACT M F; THE MASTER TR BANK OF JAPAN AS TR FOR HSBC BRAZIL MOTHER FD; RIVER AND MERCANTILE ICVC - RIVER AND MERCANTILE GLOBAL H A; TRUST AND CUS SERVICES BANK, LTD. AS TRT HSBC BR NEW MO FD; VANGUARD INV FUNDS ICVC-VANGUARD FTSE GLOBAL ALL CAP INDEX F; DRIEHAUS EMERGING MARKETS GROWTH FUND, L.P.; THE MARATHON-LONDON EMERGING MARKETS INVESTMENT TRUST; GLOBAL IMPACT MASTER PORTFOLIO; STICHTING BLUE SKY PASSIVE EQUITY EMERGING MARKETS GLOBAL FU; WISDOMTREE EMERGING MARKETS DIVIDEND INDEX ETF; PRUDENTIAL ASSURANCE COMPANY SINGAPORE (PTE) LTD; JTSB, LTD ATRT F RESONA BK LTD ATRT F GEM DIVERS MOTHER FUND;MARATHON-LONDON GLOBAL FUND, A SUB-FUND OF THE MARATHON-LOND; WELLS FARGO FACTOR ENHANCED EMERGING MARKETS PORTFOLIO; EMERGING MARKETS EQUITY SELECT ETF; DESJARDINS EMERGING MARKETS MULTIFACTOR - CONTROLLED VOLATIL;HOSKING PARTNERS EQUITY FUND LLC; HOSKING PARTNERS GLOBAL EQUITY TRUST; LEGAL & GENERAL SCIENTIFIC BETA EMERGING MARKETS FUND, LLC; LSV EMERGING MARKETS EQUITY FUND; MARATHON UCITS COMMON CONTRACTUAL FUND – MARATHON; ALLIANZ BEST STYLES GLOBAL AC EQUITY FUND; FIS GROUP COLLECTIVE INVESTMENT TRUST.
ATTACHMENT I – CORPORATE BYLAWS
BYLAWS
MRV ENGENHARIA E PARTICIPAÇÕES S,A,
CHAPTER I
Denomination, Head Office, Object and Duration
ARTICLE 1 MRV ENGENHARIA E PARTICIPAÇÕES S.A. (“Company”) is a business
corporation with authorized capital, governed by these Bylaws and by the applicable legal
provisions, in particular Law no, 6,404, of December 15, 1976 (as amended, the “Law of Business
Corporations”).
Paragraph 1- Upon the Company’s admission to the New Market of B3 – Brasil, Bolsa, Balcão –
(“B3”), the Company, its shareholders, senior managers and members of the current Fiscal Board
are also subject to the provisions of the BM&FBOVESPA B3 New Market Listing Regulation (New
Market Listing Regulation”).
Paragraph 2 - The New Market Listing Regulation will prevail over the statutory provisions in the
hypothesis of injury of the public offering recipient’s rights provided in this Bylaws.
ARTICLE 2 The Company’s head office and jurisdiction are in Belo Horizonte, State of Minas
Gerais, at Av, Mario Werneck, 621, Estoril, postcode 30455-610, and it may, at the discretion of
the Executive Board, create and terminate branch offices and representation agencies and offices
at any place of the national territory.
ARTICLE 3 The Company’s purpose is (i) the administration of its own assets; (ii) the
incorporation, construction and commercializing of its own real estate property or that of third
parties; (iii) the rendering of engineering services with respect to the attributions of its technical
responsible persons; and (iv) the interest in other companies as partner or shareholder.
ARTICLE 4 The duration of the Company is indefinite.
CHAPTER II
Stock Capital
ARTICLE 5º The Company’s share capital, fully subscribed and paid is R$ 5,079,863,175.07
(five billion, seventy-nine million, eight hundred sixty-three thousand, one hundred seventy-five
reais and seven cents), represented by 444,139,684 (four hundred and forty-four million, one
hundred and thirty-nine thousand, six hundred and eighty-four) common shares, all registered,
book-entry shares without par value.
Paragraph 1 - The Company’s stock capital shall be represented solely by common shares.
Paragraph 2 - Each nominative share of common stock will be entitled one vote in the Company’s
General Assembly resolutions.
Paragraph 3 - All of the Company’s stock shall be book entry shares to be kept in deposit
accounts, for the titleholders, at a financial entity authorized by the Brazilian Securities and
Exchange Commission (“CVM”) with whom the Company has an effective custody agreement,
and no certificates will be issued therefore, The depositing entity may charge the shareholders
for the expenses with transfer and registration with respect to the book entry shares, as well as
for the expenses with services relating to the shares in custody, within the maximum limits set
forth by the CVM.
Paragraph 4 - Issuance by the Company of preferential shares or of beneficial interests is
herewith prohibited.
Paragraph 5 - Shares shall be indivisible with respect to Company, should one share be owned
by more than one person, the rights entitled thereof shall be performed by the joint ownership’s
representative.
Paragraph 6 - Stockholders shall have preemptive title, proportionally to their respective
interests, to the subscription of shares, stock-convertible debentures or subscription bonus issued
by the Company, whose right may be performed with the legal term of 30 (thirty) days.
ARTICLE 6 The Company is authorized to raise the stock capital up to the limit of R$
7,000,000,000.00 (seven billion reais) included the common stocks already issued, regardless of
the statutory reform, without keeping the rate among the already existed shares
Paragraph 1 - The increase in capital stock shall be performed upon resolution by the Board of
Directors, which shall set forth the conditions of issuance, including price, term and manner of
subscription, In the event of capital subscription paid up by means of assets, competence for the
capital increase lies with the General Assembly, after opinion by the Fiscal Board, if any.
Paragraph 2 - Within the limit of the authorized capital, the Company can issue common shares,
debentures convertible into common shares and subscription bonds, always observing the
provision of article 59 of Corporation Law, for purposes of article 76 of Corporation Law,
subscription bonds can be issued by deliberation of the Board of Directors.
Paragraph 3 - At the discretion of the Board of Directors, any preemptive rights may be excluded
or their term of performance may be reduced, in the event of issuance of common shares, stock-
convertible debentures or subscription bonus, placing of which would be by (i) sale on stock
market or public subscription, or (ii) exchange of shares, upon public tender for control acquisition,
in compliance with the law, and within the limits of the authorized capital.
ARTICLE 7 The Company may, upon resolution of the Board of Directors, buy its own shares
to remain in treasury and for later disposal, transfer or for cancellation, up to the amount of the
balance of profit and reserves, except the legal reserve, without decrease in the capital stock,
within the applicable legal and regulatory framework.
Sole paragraph - Negotiations with the Company’s shares are authorized during the term of a
buyback program approved on Meetings of the Board of Directors.
ARTICLE 8 The Company may, upon resolution of the Board of Directors and pursuant to a
plan approved by the General Assembly, pursuant to paragraph 3 of article 168 of the Law of
Business Corporations, grant options for buying or subscribing stock capital, with no preemptive
rights from the shareholders, in favor of its senior managers, employees and collaborators, said
options to be extendable to the senior managers and employees of companies which are
controlled, directly or indirectly, by the Company.
CHAPTER III
GENERAL ASSEMBLIES
ARTICLE 9 The General Assembly, which is the Company’s deliberative body, shall meet at
the head office (i) ordinarily, within the 4 (four) months following the end of the fiscal year in order
to deliberate over the matters mentioned in article 132 of the Law of Business Corporations; and
(ii) extraordinarily, whenever the corporate interests thus demand it.
Sole Paragraph - The General Assemblies shall be convened in accordance with the Law of
Business Corporations or other applicable legal provisions. The General Assembly shall be
presided by the Chairman of the Board of Directors or by whom indicated. In the Chairman´s
absence, the General Assembly will be presided by the Vice Chairman of the Board of Director,
or by whom the Vice Chairman indicates. The Chairman of the General Assembly will choose one
from among those attending to serve as secretary.
ARTICLE 10 In order to take part in the General Assembly, in attendance, the shareholder
shall file with the Company, on the date the pertaining assembly is held: (i) evidence issued by
the financial entity where the book entry shares to their title or custody are deposited, pursuant
article 126 of the Law of Business Corporations, and/or, with regard to shareholders part in the
fungible custody of registered shares, statement on the respective stick interest, issued by the
competent body and dated not prior to 2 (two) business days before the General Assembly is
held; and (ii) power of attorney, duly registered under the law and these Bylaws, in the event of
that shareholder’s representation, The shareholder or their legal proxy shall attend the General
Assembly bearing documents evidencing their identity.
First Paragraph - The shareholder may be represented in the General Assembly by an attorney-
in-law constituted not prior to 1 (one) year, who may be a shareholder, a Company manager, a
lawyer, a financial entity or any manager of an investment trust who represents the joint owners.
Second Paragraph- In addition to the provisions of Article 10 and First Paragraph of this article,
the shareholder may participate and remotely vote in the General Assembly, pursuant to the
Brazilian Securities and Exchange Commission (“CVM”) regimentation.
ARTICLE 11 The General Assembly’s resolutions, with exception made to the special events
foreseen by law and in article 43 of these Bylaws, shall be made by absolute majority of votes
from those attending, blank votes not counted.
Sole Paragraph - The minutes of the Assemblies may be written down as summaries of the
happenings, including dissents and protests, containing the transcription of resolutions made
pursuant paragraph 1, of article 130, of the Law of Business Corporations.
CHAPTER IV
Administration
Section I
Generalities
ARTICLE 12 The Company shall be administrated by a Board of Directors and an Executive
Board, according to the powers granted by the laws applicable through these Bylaws.
Sole Paragraph - The positions of the Chairman of the Board of Directors and the Chief Executive
Officer may not be held by the same person.
ARTICLE 13 Investment into office of the senior managers is condition to previous subscription
of the Statement of Consent from Senior Managers referred to by the New Market Regulation,
The senior managers shall, promptly upon being invested into office, inform B3 on the number
and features of the securities issued by the Company to which they hold title, directly or indirectly,
ARTICLE 14 The Ordinary General Assembly shall determine the yearly global amount of pay
to the Company’s senior managers, the allocation of which shall be deliberated by the Board of
Directors,
Section II
Board of Directors
ARTICLE 15 The Board of Directors shall have at least 5 (five) and at most 7 (seven) members,
elected by General Assembly, whose terms of office shall be unified and have a duration of 2
(two) years, as of the date of election, reelection being allowed.
Paragraph 1 – The Board of Directors shall have at least 2 (two) independent members, or the
equivalent of 20% (twenty percent) of its total members, whichever is greater, expressly so
declared by the General Assembly electing them. For the characterization of independent member,
the company will adopt the concept under the B3’s “Novo Mercado” bylaws, in which the company
is listed.
Paragraph 2 - Should applying the percentage as set forth above result in a fractional number of
Members, the number shall be grossed: (i) up to the immediate following whole number if the
fraction is equal to or above 0,5 (five tenths); or (ii) down to the immediate preceding whole
number if the fraction is below 0,5 (five tenths).
Paragraph 3 - The members of the Board of Directors shall be invested in their offices by means
of execution of the instrument of investment written in Minutes Books of Board of Directors
Meetings subject to the subscription of the Board of Directors’ Statement of Consent provided in
the New Market Regulation, The members of the Board of Directors may be divested of office, at
any time, by the General Assembly, and shall remain effectively in office until their successors
are invested therein.
Paragraph 4 - The members of the Board of Directors shall be of outstanding reputation, Anyone
who: (i) holds any office in any company deemed to be the Company’s competitor; or (ii) has or
represents interests in conflict with those of the Company’s , cannot be elected a member of the
Board of Directors, except upon express waiver by the majority of its members, Such member of
the Board of Directors shall not be entitled to vote in the event of later occurrence of the
impediments set forth in this paragraph.
Paragraph 5 - No member of the Board of Directors may have access to information or take part
in any meeting of the Board, which refer to matters on which he has or represents interests in
conflict with those of the Company’s.
ARTICLE 16 The Board of Directors shall have 1 (one) Chairman and 1 (one) Vice-Chairman,
who shall be elected by absolute majority of votes from those attending, during the first meeting
of the Board immediately after the investment into office of such members, or whenever such
offices become vacant, In the event of absence or temporary impediment of the Chairman of the
Board, their duties as Chairpersons will be taken over by the Vice-Chairpersons, In the event of
absence or temporary impediment of the Chairman and the Vice-Chairman of the Board, the
duties of Chairman will be taken over by such other member of the Board as designated by the
Chairman.
ARTICLE 17 The Board of Directors shall meet, ordinarily, every three months and,
extraordinarily, whenever convened by its Chairman or by any of its members, by means of notice
in writing delivered at least 5 (days) in advance, stating the Agenda.
Paragraph 1 - In the event of urgency, the meetings of the Board of Directors may be convened
by its Chairman without observing the above stated term, provided that all other members of the
Board are undoubtedly informed, Convening may be achieved by letter with return receipt or by
any other means, whether electronic or not, which gives evidence of receipt.
Paragraph 2 - Irrespective of any formality such as stated in this article, the meeting attended by
all of the members of the Board shall be deemed as regular.
ARTICLE 18 The meetings of the Board of Directors shall be opened on first call in the
presence of a majority of its members, and on second call of any number thereof.
Paragraph 1 - The meeting of the Board of Directors shall be presided by the Chairman of the
Board, having as secretary any such member as appointed by him, In the case of temporary
absence of the Chairman of the Board of Directors, such meetings shall be presided by the Vice-
Chairman of the Board or, in their absence, by a member chosen with majority of votes by the
remaining members of the Board of Directors, who shall then appoint the secretary.
Paragraph 2 - In the event of temporary absence of any member of the Board of Directors, such
member may, based on the agenda to be discussed, (i) manifest their vote in writing, by means
of letter of facsimile delivered to the Chairman of the Board of Directors, on the date of such
meeting, or yet by means of digitally certified e-mail; or (ii) be represented by any other member,
by means of written power-of-attorney stating their manifest vote with regard to each one of the
items on the agenda, Any such proxy member may not represent more than 2 (two) other
members.
Paragraph 3 - In the event of vacancy to any office of member of the Board of Directors, a
substitute shall be appointed by the remaining members of the board and shall serve until the
immediately subsequent General Meeting, In the event of vacancy of most offices, a General
Meeting shall be convened to hold a new election of members, For the purposes of this paragraph,
occurrence of vacancy means by dismissal, death, renouncement, proven impediment or
invalidity.
Paragraph 4 - The resolutions of the Board of Directors shall be made upon favorable vote of the
majority of its members attending the meeting or having manifested their votes as provided under
article 18, paragraph 2 of these Bay-Laws, In the event of a tied ballot, the Chairman of the Board
of Directors, or the member of the Board who on this occasion is their substitute, shall have the
casting vote.
ARTICLE 19 The members of the Board of Directors may not be absent from performing their
duties for over 30 (thirty) calendar days consecutively under penalty of loss of mandate, except
in the case of leave of absence granted by the Board of Directors itself.
ARTICLE 20 The meetings of the Board of Directors shall be held, preferably, at the
Company’s head office, Meetings by means of teleconferencing or videoconferencing shall be
admissible, as well as recording and de-recording, Such taking part shall be deemed attendance
in person in such meeting, In this event, such members of the Board of Directors as take part
remotely in the meeting may express their votes, on the day of the meeting, by means of letter or
facsimile or digitally certified e-mail.
Paragraph 1 - At the end of the meeting, minutes shall be drawn up which shall be signed by all
Members of the Board physically present to the meeting, and thereupon transcribed to the Record
of Minutes of Meetings of the Board of Directors of the Company, The votes given by the Members
of the Board who shall have taken part remotely in the meeting or who should have manifested
pursuant to article 18, paragraph 2 of these Bylaws, shall be entered as well into the Record of
Minutes of Meetings of the Board of Directors of the Company and the copy of the letter, facsimile
or e-mail, as the case should be, stating the vote of such Member, shall be attached to the Record
promptly upon transcription of the minutes.
Paragraph 2 - The minutes of meetings of the Board of Directors of the Company with resolutions
destined to producing results before third parties shall be published and filed at the public registry
of trade companies.
Paragraph 3 - The Board of Directors may admit other parties to its meetings, for the purpose of
accompanying the construction jobs and/or provide clarifications of any nature whatsoever;
however, they shall not be entitled to vote thereon.
ARTICLE 21 The Board of Directors primary purpose is towards providing general directives
regarding the Company’s business, as well as controlling and supervising its performance thereof,
particularly deciding on the following matters:
(a) to approve of and/or to make any alterations to the Company’s Business Plan;
(b) to approve of the yearly operational and investment budgets and supervision of their
performance;
(c) to appoint and to dismiss members of the Executive Directors / Chief Officers and to
determine their powers, duties and pay;
(d) to control the Executive Directors’ / Chief Officers’ management; to examine, at any time, the
Company’s books and documents; to demand information on agreements consummated or about
to be consummated, and any other matters with respect to the chief officers management;
(e) to summon General Assemblies of Shareholders when deemed to be appropriate;
(f) to express its opinion on the management’s report and the Executive Directors’ / Chief
Officers’ accounts and to submit the Company’s Financial Statements for approval by the General
Assembly of Shareholders;
(g) to approve the provision, by the Company, of any real and/or personal guarantees, which
value exceeds 200,000,000.00 (two hundred million reais);
(h) to approve business transactions with related parties that overcome the lower of the following
values: R$ 50,000,000.00 (fifty million reais) or 1% (one percent) of the Company´s total assets;
(i) to decide on acquisition of and/or disposal of capital stock greater than R$ 40,000,000.00
(forty million reais), except the constitution of corporations which are Controlled by the Company
and which have been constituted as a corporation with the specific purpose to implement one or
more of the Company’s real estate projects;
(j) to decide on divestiture of or encumbrance on, in any way, of any of the Company’s real estate
property, the value of which exceeds R$ 200,000,000.00 (two hundred million reais);
(k) to decide on divestiture of or encumbrance on, in any way, of any of the Company’s other
assets, the value of which exceeds, in one or more such operations of the same kind during a
period 12 (twelve) months, the amount of R$ 200,000,000.00 (two hundred million reais);
(l) to grant and to obtain loans, financings and/or factoring or securitization of receivables, the
value of which exceeds the amount of R$ 200,000,000.00 (two hundred million reais);
(m) to appoint and dismiss the independent auditors, who shall be required to be registered with
the Securities and Exchange Commission and shall perform the yearly auditing of the Company
with quarterly reviews;
(n) to issue common non-stock-convertible debentures without face value, the manner of
subscription or placing thereof and the kind of debentures to be issued, their pay, terms of
payment for interest thereon, share in profits and reimbursement bonus of such debentures, if
any, as well as term and conditions of maturity, amortization or redemption of such debentures;
(o) to acquire shares issued by the Company for cancellation or remaining in treasury, as well
as on their re-sale or re-placement on the market, in compliance with the regulations issued by
CVM and other applicable legal provisions;
(p) to hire the financial depositing entity to render services with regard to the book entry shares;
(q) to issue debt securities on the international market and of common, non-stock-convertible
debentures without lien, for public or private distribution, as well as on the terms and conditions
of such issue
(r) to issue commercial papers for public distribution in Brazil or abroad, as well as on the terms
and conditions of such issue;
(s) to propose and distribute interim and intercalary dividends, as well as interest on capital,
pursuant to the Law of Business Corporations and other applicable laws;
(t) to manifest about any share acquisition public offering which has, as object, the Company’s
share issuance through previous reasoned opinion, released in up to 15 (fifteen) days of the public
offering notice publication, which must contain, at least (i) the convenience and opportunity of the
share acquisition public offering regarding the common shareholder and their securities’ liquidity;
(ii) the share acquisition public offering repercussion over the Company’s interests; (iii) the
strategic planning released by the provider regarding the Company; (iv) other subjects the Board
of Directors consider relevant, as well as the required information of the CVM’s applicable
established rules; and
(u) to define three companies specializing in economical valuation to prepare the Company’s
shares valuation report in the case of public offering acquisition to cancellation of the Company's
registration as a publicly-held company or withdrawal from the New Market.
ARTICLE 22 It is the responsibility of the Chairman of the Board of Directors to represent the
Board of Directors in the General Assemblies and also deliberate about the following matters:
(a) to approve the long-term strategies and the general Company’s guidelines;
(b) to approve the short-term strategies and targets defined by the Chief Executive Officers of
Region I and Region II;
(c) to approve the debt structure and the fiscal policy defined by the Chief Executive Officers of
Region I and Region II;
(d) activities to be undertaken by the Executive Committees as defined in this Bylaws,
ARTICLE 23 The Chairman of the Board of Directors shall conduct the activities of the following
Executive Committees:
(a) Governance and Ethics Committee;
(b) People Committee;
(c) Operations Committee;
(d) Auditing Committee;
Paragraph 1 – The Executive Committees shall operate in accordance with the Company’s needs
and its respective internal regulations and shall have roles and objectives defined by the
Chairman of the Board of Directors who is also responsible for the veto right.
Paragraph 2 – The Board of Directors may constitute other Committees, in accordance with the
Company’s interests and needs for the business.
Paragraph 3 – The members of the Executive Committees shall be elected by the Company’s
Board of Directors, with mandatory participation of one of the Chairmans in every Executive
Committee.
Section III
Executive Board
Article 24 - The Executive Board shall be composed of ten (10) directors, shareholders or not,
elected and removed at any time by the Board of Directors, and appointed Chief Executive Officer
of Region I, CEO of Region II, Chief Financial and Investor Relations Officer, Legal Officer, Chief
Sales Officer, Chief Production Officer, Mortgage Executive director, Real Estate Development
Officer and Executive Board director and Shared Services Center.
Paragraph 1 The Chief Executive Officer Region I together with the Chief Executive Officer
Region II, shall (i) formulate the Company’s short-term strategies, guidelines and goals as well
as shall establish the criteria for the implementation of the resolutions taken at the Annual Meeting
and the meeting of the Board of Directors, (ii) define the work plans and annual budgets, the
short-term investment plans and the new expansion programs of the Company and its controlled
companies, submitting them to the approval of the Chairman of the Board of Directors. (iii) define
the short-term strategy and goals, (ivi) define the commercial and marketing strategies, to answer
for the development and implementation of commercial measures and initiatives, aiming the
business development, (viii) define strategies and technology research for the Construction
business divisions, as well as for the Supplies, Safety, Engineering and Technical Assistance
areas, (ivi) define strategies and measures to optimize the Company's funding by financial
institutions, ensure the customer base’s quality and enable client financing; (vii) define real estate
development and construction strategies, aiming the business development, in accordance with
the guidelines set out by the Board of Directors; (viii) organize and supervise, in accordance with
the guidelines of the Board of Directors, the implementation of the Region’s activities.
Paragraph 2In addition to the duties conferred by the Board of Directors, the Chief Financial and
Investor Relations Officer shall define the Company’s financial strategies in line with the current
business plans, and monitor and supervise the accounting, treasury, financial planning and
investor relations processes, represent the Company before the Brazilian Securities and
Exchange Commission, shareholders, investors, stock exchanges, Central Bank of Brazil and any
other agencies governing capital market activities, and shall define strategies and measures to
optimize the Company’s funding and fulfill the investors’ interests.
Paragraph 3 In addition to the duties conferred by the Board of Directors, the Chief Legal Officer
shall develop legal strategies to monitor administrative and legal proceedings, carry out the
engagement and management of third-party law firms, ensure the legal safety of any and all
business transacted, be held liable for any and all legal matters involving the Company.
Paragraph 4 In addition to the duties conferred by the Board of Directors, the Chief Sales Officer
shall define the business and marketing strategies and be held liable for the development and
implementation of business measures and initiatives, aiming at the business growth.
Paragraph 5 In addition to the duties conferred by the Board of Directors, the Chief Production
Officer shall define the technology strategies and researches for the Construction business
divisions and the corporate real estate supply, safety, engineering and technical support areas.
Paragraph 6 In addition to the duties conferred by the Board of Directors, the Chief Real Estate
Credit Officer shall define the strategies and measures to optimize the Company’s funding with
financial institutions, ensure the quality of the customer portfolio and make possible the
customers’ financing.
Paragraph 7 In addition to the duties conferred by the Board of Directors, the Chief Real Estate
Development Officer shall define the real estate development and construction strategies, aiming
at the business growth, in accordance with the guidelines set out by the Board of Directors.
Paragraph 8 In addition to the duties conferred by the Board of Directors, the Chief Management
and Shared Service Center Officer shall define the Company’s administrative, human resources,
customer relationship and Information Technology strategies, in line with current business plans,
in accordance with the guidelines set out by the Board of Directors.
Paragraph 9: The Executive Board may create Advisory Commissions with the objective to guide
and assist its decision-making processes, from which members shall be elected by the Executive
Board.
Article 25 The Chief Officers’ management period shall be 2 (two) years, allowed reelection,
The chief officers shall remain effectively in their function until their successors, duly elected, are
invested therein.
Paragraph 1 The chief officers shall be chosen according to strictly professional criteria,
considering their well-known experience and expertise, so that they will be able to perform their
attributions pursuant the market requirements and the best practice.
Paragraph 2 The Chief Officers may be elected to hold more than one position of Chief Officer,
being allowed the position accumulation.
Paragraph 3 It is forbidden, for the same person, to accumulate the positions of Chairman of the
Board of Directors and Chief Executive Officer, except in case of vacancy, where the position
accumulation period shall not be longer than 1 year, as observed in the “Novo Mercado” bylaws.
ARTICLE 26 The Executive Board shall meet whenever required by social business, being
summoned by the Chief Executive Officers, at least 24 (twenty-four) hours before, or by most of
the Chief Officers in this case, at least 48 (forty-eight) hours before, and the meeting may only be
held with the presence of most of the members.
Paragraph 1 - In the event of any Chief Officer being temporarily absent, the same may, based
on the agenda of matters to be discussed, express their vote in writing, by means of letter or
facsimile delivered to any of the Chief Executive Officers, or, as well, by means of digitally certified
e-mail, against evidence of receipt by the Chief Executive Officers.
Paragraph 2 - In the event of vacancy in the Executive Board, it falls to the committee as a body
to appoint, from among its members, a substitute officer who shall provisionally cumulate the
duties of the substituted officer, such interim substitution being effective until the final replacement
for the office to be decided at the next meeting of the Board of Directors to be held within 30
(thirty) days after such vacancy having been noted, and the substitute then elected shall complete
such term until the end of the term of office of such Executive Board.
Paragraph 3 - In addition to the events of renouncing, death, interdiction or impediment, the
position of any executive officer shall be considered vacant upon their failure to perform their
duties for a period of 15 (fifteen) days, without being authorized by the Board of Directors to do
so or without being on leave of absence.
Paragraph 4 - The meetings of the Executive Board may be held by means of teleconferencing,
videoconferencing or other means of communication, such taking part shall be deemed
attendance in person in such meeting, in this event, such members of the Executive Board as
take part remotely in the meeting shall express their votes by means of letter, facsimile or digitally
certified e-mail.
Paragraph 5 - At the end of the meeting, minutes shall be drawn up which shall be signed by all
Chief Officers physically present to the meeting, and thereupon transcribed to the Record of
Minutes of Meetings of the Executive Board of the Company, The votes given by the Chief Officers
who shall have taken part remotely in the meeting or who should have manifested pursuant to
paragraph 1 of this article, shall be entered as well into the Record of Minutes of Meetings of the
Executive Board of the Company and the copy of the letter, facsimile or e-mail, as the case should
be, stating the vote of such Executive officer, shall be attached to the Record promptly upon
transcription of the minutes.
ARTICLE 27 The resolutions of the Executive Directors’ / Chief Officers’ meetings shall be
made upon favorable vote of most of its members attending the meeting or having manifested
their votes as provided under article 26, paragraph 1 of this Bylaws, In the event of a tied ballot,
the Chief Executive Officers shall have the casting vote, and in the event of discrepancy between
them, the Chairman of the Board of Directors shall have the final vote.
ARTICLE 28 The Executive Board is responsible for the management of corporate business in
general and the performance, for this purpose, of all acts required or appropriate, except those
for whose responsibility, whether pursuant to law or to these Bylaws, lies with the General
Assembly or the Board of Directors, In the performance of their duties, the Chief Officers may
carry out all transactions and do all acts of ordinary management required to obtain the aims of
their office, pursuant to the provisions of these Bylaws as to manner of representation,
competence for doing certain acts, and the general guidelines for business determined by the
Board of Directors.
Paragraph 1 - Additionally, the Executive Board is responsible for, observed the legal restrictions
and the established in this Bylaws:
(a) complying with and causing to comply with these Bylaws and the resolutions of the Board of
Directors and the General Assembly;
(b) submitting, yearly, to the appreciation of the Board of Directors, the Management Report and
the accounts of the Executive Board, together with the report from the independent auditors,
as well as the proposal for allocation of profits cleared during the last fiscal year;
(c) preparing and submitting, to the Board of Directors, the Company’s plans of business,
operations and investments, including strategies for implanting such business and those with
respect to entering new business;
(d) deciding on any matter which is not sole responsibility of the General Assembly or of Board
of Directors;
(e) preparing and submitting, to the Board of Directors, the Company’s strategic planning, the
plans, programs and budgets for investments and operations, whether half-yearly, yearly or
multiannual;
(f) approving the investment of resources, compromising, waiving, assigning rights, confessing
debts, making agreements, signing commitments, contracting obligations;
(g) purchasing, disposing of and encumbering on movable assets, real estate and other assets,
upon observance of the hypothesis that depends on previous approval of the Board of
Directors;
(h) issuing, endorsing, escrowing, discounting, securitizing, drawing and guaranteeing securities
in general, as well as opening, operating and closing accounts in credit establishments, upon
observance of the hypothesis that depends on previous approval of the Board of Directors;
(i) approving the investments, indebtedness and expenses, which are not under the private
competence of the Board of Directors;
(j) approving the provision of, by the Company, any real and/or fidejussory guarantees in favor
of controlled or affiliates to the Company, exclusively in business related to the corporate
purpose of the Company;
(k) to approve business transactions with related parties above the lower of the following values:
R$ 50,000,000.00 (fifty million reais) or 1% (one percent) of the Company´s total assets;
(l) preparing and submitting during each fiscal year, to the Board of Directors and the General
Assembly, the Yearly Management Report and the Company’s Financial Statements and
propose allocation of the income of such fiscal year;
(m) authorizing the creation and extinction of branches, establishments, storage places and
offices which the Company maintains within the national territory and abroad;
(n) granting leaves of absence to the chief officers and appointing a substitute officer to assume
the pertaining attributions of such officers during their period of absence;
(o) deciding on all matters within the range of competence of the chief officers, as long as there
is a vacancy, and on all other ones which could not be settled by the respective chief officers
and which do not constitute matters of sole responsibility of the Board of Directors or the
General Assembly; and
(p) submitting to the Board of Directors the Stock Option Program respecting the yearly global
amount of options already granted by the General Assembly for such fiscal year,
Paragraph 2 - The right to use the corporate name is exclusive to the chief officers according to
corresponding competence and within such limits and conditions as set forth in these Bylaws, and
the acts done in discordance with this precept, including before third parties, shall produce no
unfavorable effect on the Company, except those acts ratified by the Board of Directors,
Paragraph 3 - Public or private statements made by chief officers or otherwise on behalf of the
Company, which have not previously been expressly authorized by the Chief Executive Officers,
and which may result in loss or liability for the Company, shall not be binding upon the Company
and shall be assumed exclusively by the corresponding author of such statement,
Paragraph 4 – The Chief Executive Officers are responsible for carrying out the guidelines set
forth by the Board of Inspectors; for submitting to the Board of Directors the names of the officers
who shall make up the Executive Board; for submitting to the Board of Directors proposal on
dismissal of chief officers and consideration of their corresponding successors; for convening and
chairing the meetings of the Executive Board and for coordinating the decision making process;
for active and passive representation of the Company, in court or out, being qualified to appoint
attorneys-in-law and proxies to give evidence on behalf of the Company before the requesting
authorities; for appointing those persons who may represent the Company institutionally in public
events and ceremonies and those who may make statements on behalf of the Company, before
third parties and the communication media, when they are unable to do so personally and directly;
for representing the Executive Board before the Board of Director and the General Assembly; for
keeping the Board of Directors informed on the Company’s activities and on the actions of the
Chief Officers; for coordinating and preparing, with the other chief officers, the Yearly Report of
management and the Financial Statements to be submitted to the Board of Directors and the
General Assembly,
Paragraph 5 - In the event of temporary absence or impediment of one of the Company’s Chief
Executive Officers, their duties shall be carried out respectively by (i) the other Chief Executive
Officer (ii) by the Chief Financial Officer together with one of the Chief Executive Officers, In the
event of temporary absence or impediment of both Company’s Chief Executive Officers, their
duties shall be carried out by the Chief Financial Officer together with one of the Chief Officers,
ARTICLE 29 Except as provided by Paragraph 1 below, representation of Company, whether
active or passive, in court or out of court, shall be done (a) individually by one of the Chief
Executive Officers, or (b) by 2 (two) Executive Directors / Chief Officers together, or (c) by 1 (one)
Executive Director / Chief Officer with an attorney-in-law with specific powers, or (d) by two
attorneys-in-law with such powers, The powers-of-attorney granted by the Company shall be
signed individually by any of the Chief Executive Officers or by 2 (two) Executive Directors / Chief
Officers together and shall state specific powers and term of effectiveness not exceeding 2 (two)
years (exception made to the granting of powers of the ad judicial et extra clause, which the
Executive Board should authorize in each event),
Paragraph 1 - Notwithstanding the provisions made in the head paragraph, the Company may
be represented by 1 (one) Executive Director / Chief Officer or, as well, by 1 (one) attorney-in-law
with specific powers, pursuant to the above Paragraph, acting individually, in the following events:
(a) routine matters, deemed to be those of a value not exceeding R$250,000,00 (two hundred
and fifty thousand reais), including, without limitation, before bodies or private and public
entities, be they federal, state or municipal, autarchies and mixed capital companies,
including, but not limited to the National Institute of Social Security (INSS), the Government
Severance Indemnity Fund for Employees (FGTS), managed by Caixa Econômica Federal,
Federal Revenue and Customs Administration including Inspections, Offices and Agencies
of the Federal Revenue, State and/or Treasury Secretariats, State Boards of Trade, National
Institute of Industrial Property, Central Bank of Brazil, Securities and Exchange Commission,
Brazilian Institute for Environment and Renewable Resources (IBAMA) and all other
environmental authorities, Stock Exchange and Commodities Exchange, State Banks and
Development Banks;
(b) transactions regarding Purchase Plus Sale Commitment Agreements referring to real estate
units and corresponding public deeds;
(c) subscription of correspondence on routine matters; and
(d) representation of the Company in the general assemblies of its Controlled and associated
companies,
Paragraph 2 - The rule set forth in the head paragraph of this article shall be complied with for
the doing of acts related to financial activities such as opening, transacting and closing bank
accounts, authorizing debts, issuing, signing and endorsing checks, making deposits and
withdrawals, making investments, redemptions, transmitting and receiving money orders, making
loans and borrowing,
Paragraph 3 - Any doings on behalf of the Company and to the benefit of third parties, involving
operations or business which are alien to the corporate purpose, such as sureties, guarantees,
mortgages, bonds, collaterals, endorsements or any other such guarantees, without having been
previously and expressly authorized by the Board of Directors, are strictly forbidden,
Paragraph 4 - The chief officers, in accordance with the competence attributed to each of them
and without presumption of joint liability of the Company and all the other administrators, shall be
liable for all their acts and omissions in breach of these Bylaws, infringement of the law or non-
compliance therewith, as well as out of disrespecting the Board of Directors’ resolutions,
Paragraph 5 - The chief officers are herewith released from pledging such collateral as foreseen
by law, and they will formally take office by means of a term of investiture entered and signed in
the Minutes Book for the Board of Directors’ Meetings,
CHAPTER V
Fiscal Council
ARTICLE 30 The Company’s Fiscal Council shall operate in non-permanent way and, when
installed, shall be comprised of 3 (three) effective members and an equal number of alternates,
whether shareholders or not, elected and dismissible at any time by the General Assembly, The
Company’s Fiscal Council shall be made up, installed and paid pursuant to the applicable laws,
Paragraph 1º - The members of the Fiscal Council shall take office upon the signature of the
corresponding term of office, in a proper book, conditioned to the subscription of the Statement
of Consent from Fiscal Council Members referred to by the New Market Regulation,
Paragraph 2 - Additionally, the members of the Fiscal Council shall, immediately upon having
taken office, inform B3 the amount and features of the securities issued by the Company, to which
they hold title, directly or indirectly, including derivatives thereof,
Paragraph 3 - The members of the Fiscal Council shall be replaced, in the event of their absence
or impediment, by their corresponding alternates,
Paragraph 4 - In the event of vacancy of the office of Fiscal Council Member, the corresponding
alternate shall take their place, should there be no alternate, the General Assembly shall be
convened to elect a member for the vacant position,
Paragraph 5 Anyone who is bound in any way to any company deemed to be the Company’s
competitor cannot be elected a member of the Company’s Fiscal Council, It is not allowed to elect
any person who: (a) is an employee, shareholder or member of a managing, technical or fiscal
body of a competitor or of a Controlling Stockholder or Controlled company (as defined in article
38) of a competitor; (b) is a spouse or relative until the 2nd degree of a member of a managing,
technical or fiscal body of a competitor or of a Controlling Stockholder or Controlled company of
a competitor,
Paragraph 6 - Should any shareholder wish to indicate one or more representatives to be part of
the Fiscal Council, who have not been members of Fiscal Council during the period subsequent
to the last General Ordinary Assembly, such shareholder shall notify Company in writing 10 (ten)
business days prior to the date of such General Assembly as shall elect the Councilors, informing
the candidate(s) name(s), qualification and complete professional CV(s),
ARTICLE 31 The Fiscal Council, when installed, shall meet pursuant to the law, whenever
necessary, and will analyze, at least quarterly, the financial statements,
Paragraph 1 - Regardless of any formalities, the meeting attended by the full number of Fiscal
Councilors shall be deemed regularly convened,
Paragraph 2 - The Fiscal Council expresses itself by absolute majority of votes, most of its
members attending,
Paragraph 3 - Every resolution of the Fiscal Council shall be written down in minutes in the
corresponding book of Minutes and Opinions of the Fiscal Council and shall be signed by the
Councilors present,
CHAPTER VI
Fiscal Year, Financial Statement and Distribution of Profits
ARTICLE 32 The fiscal year shall begin on January 1st and end on December 31st of each
year, when the balance sheet and other financial statements shall be prepared,
Paragraph 1 - As per resolution of the Board of Directors, the Company may (i) prepare balance
sheets on a half-yearly, quarterly or lesser time basis, and declare dividends or interest on own
capital from the profits earned according to such balance sheets; or (ii) declare interim dividends
or interest on own capital, to the account of accrued profits or profit reserves stated in the prior
yearly or half-yearly balance sheet
Paragraph 2 - The interim or intercalary dividends distributed and the interest on own capital may
be allotted to the compulsory dividends provided under article 33 below,
Paragraph 3 – The Company shall, at least once a year, hold a public meeting with analysts and
any other interested parties, so as to disclose information on the economic financial situation,
projects and perspectives,
ARTICLE 33 Prior to any profit sharing, the accrued losses, if any, and the provision for income
tax and social security contributions on profits shall be deducted from the profit for the fiscal year,
Paragraph 1 - From the remaining profit, the General Assembly may allow to the management
profit sharing participation corresponding to an amount of up to a tenth of the profits of such fiscal
year, The payment of such profit share is conditioned to the payment of the compulsory dividends
provided in paragraph 3 of this article,
Paragraph 2 - Whenever there is an interim balance sheet prepared, based on which interim
dividends are paid in an amount of at least equal to 25% (twenty five percent) of the net profits
for such fiscal year, the Board of Directors may decide, ad referendum of the General Assembly,
on payment to the management of an interim profit sharing participation,
Paragraph 3 - From the net profit for the fiscal year, the following allocations shall be made:
(a) 5% (five percent) shall be applied, before any other allotment, to the constitution of the legal
reserve, which shall not exceed 20% (twenty percent) of the capital stock, For the civil year
in which the legal reserve balance plus the sum of the capital reserves, according to
paragraph 1 of article 182 of the Law of Business Corporations, exceeds 30% (thirty percent)
of the stock capital, allotment of part of fiscal year’s net profit to such legal reserve shall not
be mandatory
(b) a percentage, as proposed by the Directors, may be allotted to make up a contingencies
reserve and the reversion of the same reserves made up in former fiscal years, pursuant
to article 195 of the Law of Business Corporations;
(c) a percentage shall be allotted to payment to the shareholders of the mandatory yearly
dividends, in compliance with the provisions of paragraph 4 of this article;
(d) for the fiscal year in which the amount of the mandatory dividends, calculated according
paragraph 4 of this article, exceeds the realized amount of such fiscal year’s profit, the
General Assembly may, a proposed by the management bodies, allot the surplus to
constituting a reserve of unrealized profits, in compliance with the provisions in article 197
of the Law of Business Corporations;
(e) a percentage, as proposed by the management bodies, may be withheld based on a
previously approved capital budget, pursuant to article 196 of the Law of Business
Corporations;
(f) the Company shall constitute the statutory profits reserve the purpose of which shall be to
finance additional investments of fixed and working capital, as well as expansion activities
of the Company and/or its Controlled and associated companies, including by means of
capital raise subscriptions or creation of new undertakings. The sum of these reserves
excepted the reserve for unrealized profits and the contingency reserve shall not exceed
100% (one hundred percent) of the Company’s subscribed stock capital and it shall receive
resources limited to the remaining net profits after legal and statutory deductions; and
(g) the balance shall be allotted as the General Assembly deems fit, in compliance with the legal
provisions,
Paragraph 4 - The shareholders are entitled to a mandatory yearly dividend of not less than 25%
(twenty-five per cent) of the fiscal year’s net profit, decreased or increased by the following
amounts: (i) the amount allocated to the legal reserve; (ii) the amount for the constitution of the
contingencies reserve and the reversion of the same reserves accrued in the former fiscal years;
Paragraph 5 - Payment of the mandatory dividend may be limited to the amount of net profit
realized, pursuant to law,
Paragraph 6 – The profits registered in the reserve for unrealized profits, when realized and if it
has not been absorbed by losses in the subsequent periods, will be added to the first dividend
declared after the realization.
ARTICLE 34 If proposed by the Executive Board and approved by the Board of Directors, ad
referendum of the General Assembly, the Company may pay or credit interest to the shareholders,
as pay on own capital, in compliance with the applicable laws, The eventual amount so disbursed
may be ascribed to the amount of the mandatory dividend provided in these Bylaws,
Paragraph 1 - In the event of interest being credited to the shareholders during the course of the
fiscal year and the attribution thereof to the amount of the mandatory dividend, the shareholders
shall be entitled to receiving any eventual outstanding balance, Should the amount of the
dividends be less than the amount credited to them, the Company may not demand return of the
exceeding balance from the shareholders,
Paragraph 2 - The actual payment of interest on own capital, should crediting have been made
during the course of the fiscal year, will be made upon a resolution by the Board of Directors,
during the current or the next fiscal year,
ARTICLE 35 The Company may prepare half-yearly balance sheets, or in lesser intervals, and
declare, upon resolution by the Board of Directors:
(a) the payment of dividend or interest on own capital, to the account of profits earned on the
half-yearly balance sheet, ascribed to the amount of the mandatory dividend, if any;
(b) the distribution of dividends in intervals less than 6 (six) months, or interest on own capital,
ascribed to the amount of the mandatory dividend, if any, provided that the sum of the
dividends paid in each half-yearly interval does not exceed the amount of capital reserves;
and
(c) the payment of interim dividend or interest on own capital, to the account of accrued profits
or profit reserve stated on the last yearly or half-yearly balance sheets, ascribed to the
amount of the mandatory dividend, if any,
ARTICLE 36 The General Assembly may deliberate on capitalization of profit reserves or
capital reserves, including the ones established in interim balance sheets, in compliance with the
applicable laws,
ARTICLE 37 The dividends not received and not claimed shall prescribe within 3 (three) years,
as of the date they have been made available to the shareholder, and shall revert to the benefit
of the Company,
CHAPTER VII
Disposal of Share Control, Cancellation of Register as a
Publicly held Company and Delisting from the New Market
ARTICLE 38 The disposal of the Company’s Control, directly or indirectly, whether by one
single transaction or by a series of successive transactions, shall be carried out on suspensive or
resolutory conditions that the buyer undertakes to tender a public offer for acquisition of all further
shares held by the other shareholders, in compliance with the terms and conditions provided in
the current law and in the New Market Regulation, so that they may be accorded the same
treatment as given to the Selling Controlling Shareholder,
Paragraph 1 – For purposes of these Bylaws, the capitalized terms below shall have the following
meaning:
“Controlling Shareholder,” means the shareholder or group of shareholders exerting Control over
the Company,
“Selling Controlling Shareholder” means the Controlling Shareholder that disposes of is
controlling interest in the Company,
“Buying Shareholder” means any party (including, without limitation, any individual or corporation,
investment fund, joint ownership, portfolio, universality of rights, non-personified entities, or any
other form of organization, residing, domiciled or with head office in Brazil or abroad), or group of
persons bound by voting agreement to the Buying Shareholder and/or representing the same
interests as the Buying Shareholder, that eventually subscribe and/or acquires shares of the
Company, Examples of whoever represents the same interests as the Buying Shareholder
include anyone (i) who is, directly or indirectly, controlled or managed by such Buying
Shareholder; (ii) who controls or manages, in any manner whatsoever, the Buying Shareholder;
(iii) who is, directly or indirectly, controlled or managed by anyone who controls or manages,
directly or indirectly, the Buying Shareholder; (iv) in whom the controller of such Buying
Shareholder has, directly or indirectly, an equity participation equal to or over 20% (twenty
percent) of the stock capital; (v) in whom the Buying Shareholder has, directly or indirectly, an
equity participation equal to or over 20% (twenty percent) of the stock capital; or (vi) who has,
directly or indirectly, an equity participation equal to or over 20% (twenty percent) of the stock
capital of the Buying Shareholder,
“Buying” means to whom the Selling Shareholder transfer the Controlling Shares in disposal of
the Company’s Control
“Controlling Shares” means the block of shares that directly or indirectly provides its holder(s)
with individual and/or combined powers to exert Control over the Company,
“Free Float” means all shares issued by the Company, other than the shares held by the
Controlling Shareholder, by persons bound to him, by senior managers of the Company and the
shares in treasury,
“Disposal of the Company’s Control” means the transfer of the Controlling Shares to a third party
for compensation,
“Power of Control” (as well as its related terms, “Controlling”, “Controlled”, “under common
Control” or “Control”) means the actual and effective power to direct the corporate activities and
lay down the guidelines for the operation of the management’s bodies, directly or indirectly, in a
de facto or de jure manner, regardless the detained equity interest, A relative controlling interest
shall be deemed to exist in relation to the person or group of persons under common control that
hold as many shares as necessary to ensure an absolute majority of votes accorded to the
shareholders present at the latest three General Assemblies of the Company, even when they do
not hold the number of shares that actually provide them with an absolute majority of the voting
stock,
“Group of Shareholders” means a group of two or more persons who are (a) bound by contracts
or agreements of any nature whatsoever, including by shareholders’ agreement, verbally or in
writing, either directly or through Controlling, Controlled corporations or those under common
Control; or (b) who have a Control relation, directly or indirectly; or (c) who are under common
Control; or (d) who represent common interests, Examples of persons representing include (i) a
person who has, directly or indirectly, an equity participation equal to or over 20% (twenty percent)
of the stock capital of another person; (ii) two persons who have in common a third investor who
has, directly or indirectly, an equity participation equal to or over 20% (twenty percent) of the stock
capital of such two persons, Any joint-venture companies, investment funds or clubs, foundations,
associations, trusts, joint ownerships, cooperatives, portfolios, universality of rights or any other
forms of organization or undertaking, existing in Brazil or abroad, shall be deemed part of a same
Group of Shareholders whenever two or more of such entities: (x) shall be directed or managed
by the same company or by parties related to the same company; or (y) who have in common the
majority of their senior managers,
“Economic Value” means the value of the Company and its shares as may be determined by a
specialized company, based on reputable methodology or on any other criteria that may be
defined by CVM,
Paragraph 2 – The Selling Controlling Shareholder or the Group of Selling Controlling
Shareholders shall not transfer title to their shares nor shall the Company make annotation of any
transfer of shares to the Buyer, until the latter signs the Statement of Consent from Controlling
Shareholders referred to by the New Market Regulations,
Paragraph 3 – The Company shall not make annotation of any transfer of shares to any the
buying shareholder or to those shareholder(s) who may hold the Power of Control, until the latter
sign(s) the Statement of Consent from Controlling Shareholders referred to in the New Market
Regulation,
Paragraph 4 – No Shareholders’ Agreement, which provides on the exertion of Power of Control,
may be filed at the Company’s headquarters until its signatories subscribe the Statement of
Consent referred to in Paragraph 2 of this article
ARTICLE 39 Furthermore, the public tender offer referred to in article 38 shall be required:
(i) whenever there has been a remunerated assignment of subscription rights for shares and
other securities, or rights related to securities convertible into shares, resulting in disposal of
the Company’s Control; and
(ii) whenever there has been the disposal of a controlling interest in a company that holds the
Company’s Control; in this case, the Selling Controlling Shareholder shall advise B3 of the
value ascribed to the Company under the aforesaid disposal transaction, attaching
supporting documentation in this regard,
ARTICLE 40 Whoever acquires the Power of Control by means of a private share purchase
agreement entered with the Controlling Shareholder, whatever the volume of shares involved,
shall be required to:
(i) tender the public offer referred to in article 38 of these Bylaws;
(ii) pay, in the terms described as follows, the amount equivalent to the difference between the
value of the public offer and the amount paid for the acquired stock in the 6 (six) months
prior to the date of acquisition of the Power of Control, properly updated until the payment
date, The amount shall be distributed between everyone who sold Company’s shares in the
trading session the Buying Shareholder made acquisitions, relative to daily net sales of each
person, being B3 responsibility to operationalize the distribution, according to its regulations,
(iii) take the actions necessary to restore the minimum Free Float of 25% (twenty five percent)
within the 6 (six) months after the acquisition of Control,
ARTICLE 41 In the public tender offer to be made by the Controlling Shareholder(s) for
acquisition of shares by the Controlling Shareholder(s), by the Group of Controlling Shareholders
or by the Company towards cancellation of the Company’s registration as a publicly-held
company, the minimum offer price shall be equal to the Economic Value determined in the
appraisal report, pursuant to article 43 of these Bylaws,
ARTICLE 42 In the event the shareholders in General Extraordinary Assembly decide on (i)
the Company’s delisting from the New Market so that its securities may be registered from trade
outside the New Market or (ii) a corporate reorganization whereby the resulting company will not
have its securities listed on the New Market between 120 (one hundred and twenty) days
beginning in the General Shareholders Meeting which approved the reorganization, the
Controlling Shareholder shall tender a public offer for acquisition of the shares held by the other
shareholders of the Company, The minimum offer price shall be equal to the Economic Value
determined in the appraisal report, pursuant to article 45 of these Bylaws, in compliance with the
applicable legal rules and regulations,
Sole Paragraph– Notice of the public tender for acquisition of shares referred to in 42 shall be
given to BM&FBOVESPA B3 and disclosed to the market immediately upon holding of the
Company’s General Assembly deciding on the delisting or the mentioned reorganization,
ARTICLE 43 In the event it is deliberated the Company’s delisting from the New Market so that
its securities may be registered from trade outside the New Market or due to a corporate
reorganization whereby the resulting company will not have its securities listed on the New Market
between 120 (one hundred and twenty) days beginning in the General Shareholders Meeting
which approved the reorganization, the delisting is conditioned to a public offer for acquisition of
the shares in the same condition disposed in the Article above,
Paragraph 1 - the referred General Shareholders Meeting shall define the responsible for the
public offer for acquisition of the shares, of who, present in the General Shareholders Meeting,
shall expressly assume the obligation to promote the offering,
Paragraph 2 - In the absence of the responsible definition for the public offer for acquisition of
the shares, in case of corporate reorganization whereby the resulting company will not have its
securities listed on the New Market, the shareholders who voted for the corporate reorganization
shall conduct the offering,
ARTICLE 44 The delisting of the New Market due to noncompliance with the Rules of the New
Market is conditioned to the effective public offer for acquisition of shares, at least, by the shares’
Economic Value, to be defined in valuation report as described on Article 45 of this Bylaws,
according to the applicable laws and regulations,
Paragraph 1 - The Controlling Shareholder shall make a public offer for acquisition of the shares
pursuant to the chapter of this Article,
Paragraph 2 - In case there is no Controlling Shareholder and the delisting of the New Market
referred in the chapter occur due to deliberation of General Shareholders Meeting, the
shareholders who voted for the deliberation which resulted in the noncompliance shall conduct
the public offer for acquisition of shares referred in the chapter,
Paragraph 3 - In case there is no Controlling Shareholder and the delisting of the New Market
referred in the chapter occur due to act or fact of the Board of Directors, they shall call a General
Shareholders Meeting which deliberation will be how to manage the noncompliance of obligations
of the New Market regulations, or, if it is the case, deliberate to the delisting of the New Market,
Paragraph 4 - In case the General Shareholders Meeting mentioned in Paragraph 3 above acts
for the delisting of the New Market, the General Shareholders Meeting shall defined the
responsible for the offer for acquisition of shares referred in the chapter, of who the present in the
Meeting must assume the expressly the obligation to conduct the offering,
ARTICLE 45 The appraisal report referred to in these Bylaws shall be prepared by a
specialized company with renowned expertise and independence vis-à-vis the decision-making
powers of the Company, its Senior Managers and the Controlling Shareholder, and shall meet
the requirements set forth in paragraph 1º do article 8º of the Law of Business Corporations and
shall mention the liability set out in paragraph 6 of that same legal instrument,
Paragraph 1 - The specialized company in charge of determining the Company’s Economic Value
shall be exclusively chosen by the General Assembly, out of a three-nominee list submitted by
the Board of Directors; the respective resolution, blank votes not being computed, shall be taken
by absolute majority of votes representing the Float and attending the General Assembly which,
if installed at first call, shall have a minimum quorum of shareholders representing at least 20%
(twenty percent) of the full Float, or which, if installed at second call, may have an attendance of
any volume of shareholders representing the Float,
Paragraph 2 - In any event, the costs incurred with preparation of such appraisal report shall be
fully borne by the tenderer,
ARTICLE 46 The Company is allowed to tender one sole public offer for acquisition, for more
than one of the purposes set out in this Chapter VII, in the New Market Regulations or the
regulation issued by CVM, provided that, however, it is possible to consolidate every mode of
public offer for acquisition, no loss is involved for the tendered and, if so required by applicable
law, authorization from CVM is given
ARTICLE 47 A Company or the shareholders responsible for tendering the public offer of
acquisition set out in this Chapter VII, in the New Market Regulations or in the regulations issued
by CVM may ensure it shall effectively be held through any shareholder, third party or, eventually,
the Company, The Company or the shareholder, whichever the case is, do not waive tendering
such public offer for acquisition until its conclusion, in compliance with the applicable rules,
ARTICLE 48 Any Buying Shareholder who reaches, directly or indirectly, an interest in the
Float equal to or over 10% (ten percent) of the Company’s stock capital, and who wishes to make
a new acquisition of outstanding shares, shall be required to (i) transact each new acquisition on
BM&FBOVESPA B3, not being allowed private business transactions or on the over-the-counter
market; (ii) before each new acquisition, inform in writing the Company’s Chief Officer for Investor
Relations about the number of outstanding shares they intend to purchase, at least 3 (three)
business days prior the actual acquisition,
Sole Paragraph– In the event the Buying Shareholder does not comply with the requirement
imposed in this article, the Company’s Board of Directors shall convene a General Extraordinary
Assembly, in which the Buying Shareholder may not vote, to decide on suspension of the Buying
Shareholder’s rights inherent to the shares bought in breach of the requirement imposed by this
article, as provided in article 120 of the Law of Business Corporations,
ARTICLE 49 Notwithstanding articles 46 and 47 of these Bylaws, the provisions of the New
Market Regulations shall prevail in the event of damages to the rights of the public offer tendered,
referred to in such articles, as set forth by New market Regulation,
CHAPTER VIII
Arbitration
ARTICLE 50 The Company, its shareholders, Senior Managers and members of the Fiscal
Council (if installed) undertake to refer to arbitration, before the Arbitration Panel of the Market,
any and all disputes or controversies between them, related to or arising from, in particular, the
application, validity, efficiency, interpretation, violation and its results, of the provisions stated in
the Law of Business Corporation, these Bylaws, the rules edited by the National Monetary
Council, by the Central Bank of Brazil and by CVM, as well as in all other regulations applicable
to the operation of capital markets in general, additionally to those stated in the New Market
Regulation, de Arbitration Rules of the Arbitration Panel of the Market and the New Market
Participation Agreement,
Sole Paragraph– The requirement of urgent measures between the Parties, before the
constituted Arbitration Tribunal shall be referred to the Judiciary, in accordance with item 5,1,3 of
the Arbitration Rules of the Arbitration Panel of the Market,
CHAPTER IX
Liquidation
ARTICLE 51 The Company shall go into liquidation in the events established by law, or
following a resolution to this effect by the General Assembly, which shall establish the form of
liquidation, appoint the liquidator and, it necessary, install the Fiscal Council for the liquidation
period, electing its members and establishing the corresponding remuneration,
CHAPTER X
Miscellaneous
ARTICLE 52 The Company shall comply with the shareholders agreements filed in its
headquarters, and it is expressly forbidden to the presiding officers of the General Assembly or
of the Board of Directors to heed a vote given by any shareholder signatory of the shareholders
agreements filed in its headquarters which has been proffered in disagreement to what has been
concurred in the mentioned agreement; it is further expressly forbidden to the Company to accept
or to process any transfer of shares and/or encumbrance and/or assignment of preemptive rights
with regards to shares and/or other securities which do not comply with what is set forth and
regulated in shareholders’ agreements,
ARTICLE 53 The silent cases and unforeseen events not dealt with in these Bylaws shall be
resolved by the General Assembly and regulated in accordance with the dispositions of the Law
of Business Corporations,
ARTICLE 54 In compliance with dispositions of article 45 of the Law of Business
Corporations, the amount of reimbursement to be paid to dissenting shareholders shall be based
on the net equity, stated in the last balance sheet approved by the General Assembly,
ARTICLE 55 The dispositions stated in article 13, in article 15, paragraphs 1 and e 3,
in Chapter VII and in Chapter VIII of these Bylaws shall become effective only as of the date of
disclosure of the beginning of distribution regarding the first public offer for distribution of shares
issued by the Company, object of the application of register no, RJ//2007-05879, filed with CVM
on May 30, 2007.
ATTACHMENT II – STOCK OPTION PLAN II
MRV ENGENHARIA E PARTICIPAÇÕES S.A.
GENERAL TAXPAYERS´ REGISTER No. CNPJ/MF No 08.343.492/0001-20 NIRE 31.300.023.907
STOCK OPTIONS PLAN II 1. PURPOSE
1.1. The purpose of this Stock Option Plan of shares issued by MRV Engenharia e
Participacoes SA ("Company"), established under art. 168, § 3 of Law No. 6.404/76, approved
by the General Assembly of the Company, hereinafter referred to as the Plan is to stimulate
growth, success and performance of the Company’s corporate purposes and shareholders’
interests, allowing certain executives and employees to opt to purchase shares issued by the
Company on the terms and conditions of the Plan.
2. PLAN ADMINISTRATION
2.1. The Plan will be administered by the Company’s Board of Directors.
2.2. The Board of Directors shall have broad powers to administer the plan, respecting
its basic terms and conditions, taking all necessary measures for its administration.
2.3. The Board of Directors shall, periodically, create Stock Option Programs (each of
which shall be known as the “Program”), where, always in compliance with the general terms
and conditions herein, persons eligible for option grants under the Plan shall be defined, in
addition to the number and type of Company-issued shares that may be subscribed with the
exercise of an option, the strike price, the maximum term for exercising an option, rules for
the transfer of options and any other restrictions to the shares received as a result of
exercising an option. The Board of Directors may extend (but not anticipate) the final term for
exercising an option granted under current Programs.
2.4. The Board of Directors may, at any time, alter or extinguish a Program or establish
applicable regulations regarding matters not previously addressed.
2.5. The Board of Directors may not alter the provisions regarding eligibility for
participation in the Plan and no modification or extinction of the plan may, without the consent
of the option holder, alter or prejudice any rights or obligations of any existing option contract.
3. ELIGIBLE EXECUTIVES (NON-EMPLOYEE STATUTORY OFFICERS) AND
EMPLOYEES
3.1. The executives and employees of the Company and its subsidiaries, direct or
indirect, may be included in the Plan. In compliance with this Plan and each Program, the Board
of Directors shall name those who shall be eligible to receive option grants (“Beneficiaries”) and
who shall be duly invited to participate in the Plan, in writing.
4. OPTIONS INCLUDED UNDER THE PLAN
4.1. The options included in this Plan shall correspond up to 6,500,000 (six million and
five hundred thousand) shares. Once a Beneficiary has exercised an option, the
corresponding shares shall be issued via a capital stock increase. Options related to existing
treasury shares may also be offered upon prior approval of the Brazilian Securities and
Exchange Commission – CVM.
4.2. As provided by Article 171, §3 of Law no. 6,404/76, shareholders shall not enjoy
preference rights resulting from the institution of the Plan or the exercise of any stock options
originating with the Plan within the authorized capital limit approved by the General Meeting
for this purpose, as per Article 168, §3 of Law no. 6,404/76.
5. STRIKE PRICE
5.1. The issue price of shares to be subscribed by Plan Beneficiaries as a result of
exercising an option shall be equivalent to the average of the last 30 trading sections previous
from the date of its concession (“Strike Price”).
5.2. The Strike Price shall be paid as established for each Program and shall be
adjusted by each dividends distribution.
5.3. Under this Plan and each Program, options may only be exercised in the
respective periods and terms established.
6. OPTION TERMS AND CONDITIONS
6.1. The terms and conditions of each option granted under the Plan shall be
established in the Invitation to Participate in the Stock Option Plan, to be accepted, relative to
the Program established by the Board of Directors and establishing, among other conditions:
(a) the number and type of shares to be delivered with the exercise of the option,
the acquisition price of the options and the Strike Price of the option;
(b) the term of each option and the date on which the exercise and all rights
thereby shall expire; and
(c) any other terms and conditions, not to conflict with this Plan.
6.2. Shares deriving from the exercise of options shall enjoy the rights established in
this Plan, in the respective Programs and the Invitation to Participate and shall always be
ensured the right to dividends on shares that may be distributed as of the respective
subscription.
7. OPTION EXERCISE
7.1. Options may be exercised in full or partly during the term and periods established
in the respective Invitation to Participate.
7.2. If the option is partially exercised, the option holder may exercising the remaining
rights deriving from the Invitation to Participate within the terms and conditions stipulated
therein, except in the cases provided by this Plan.
7.3. Beneficiaries shall be subject to rules restricting the use of insider information
applicable to publicly-held companies in general and those established by the Company.
8. SALE OF SHARES
8.1. The holder of shares originally acquired under the Plan may not sell, transfer or
otherwise liquidate said Company-issued shares, nor those that may be acquired as a result
of bonus shares, stock splits, subscriptions or any other form of acquisition where said rights
derive from ownership of shares acquired under the plan (hereinafter known as “Shares”) for
a minimum lock-up period provided in the Invitation to Participate.
8.2. The holder of these Shares shall be prohibited from presenting said Shares as
collateral or establishing any other type of onus on the shares, and shall not establish any
type of lien on the shares.
8.3. The Company shall record in the respective Share Transfer Book the restrictions
regarding the sale of Shares as provided in item 8.1 above, in compliance with the provisions
of item 9.2.
8.4. After the lock-up period provided in item 8.1 above has expired, should the
Beneficiary plan to, directly or indirectly, dispose of or in any way transfer all or part of his or
her Shares to a third party, said Beneficiary shall notify the Company in writing, specifying the
name of the third party, the term, the payment conditions, the number of shares offered and
any and all other elements necessary for the Company to indicate, within 30 (thirty) days, if it
plans to exercise the preference right to acquire the Beneficiary’s Shares in the same terms,
conditions and period. If the Company does not exercise its preference right within 30 (thirty)
days, as abovementioned, the Beneficiary shall have the right to sell the Shares in a period
of 90 (ninety) days counted from the expiration of the period under the terms and conditions
not better than those offered to the Company.
9. EMPLOYMENT SECURITY
9.1. No provision of this Plan or any option granted under the Plan shall ensure any
Beneficiary rights regarding employment security as an executive and/or employee of the
Company and shall not interfere in any way with the Company’s right to rescind at any time
the employee's labor contract and/or terminate the manager's term of office.
9.2. In the event of termination of an employee or executive who is a Plan Beneficiary,
for any reason, all restrictions on Shares imposed by this Plan shall be fully extinguished and
these Shares may be freely sold by the Beneficiary.
10. TERMINATION OF LABOR CONTRACT OR TERM OF OFFICE OR RESIGNATION
10.1. If the labor contract or term of office of the Beneficiary is terminated due to
termination (without just cause) or removal (without just motive), respecting, as the case may
be, the definition of just motive provided by corporate law or just cause provided under labor
laws, as applicable; the options with exercise rights (i) that have not been fully vested as of
the date of termination shall be cancelled; and (ii) that have been fully vested as of the date
of termination may be exercised in up to 90 (ninety) days counted from the date of termination
of the respective contract upon notification in writing to the chairman of the Board of Directors
and, after said period, shall be cancelled.
10.2. In the event of (i) a request for resignation or resignation or (ii) dismissal for just
cause or dismissal of a statutory director for just cause, as the case may be, the definition of
just motive foreseen in the corporate law or just cause provided by labor legislation, whichever
is applicable, all Options that have been granted to the Beneficiary, whether or not they are fit
to exercise according to the rules of this Plan, will automatically be extinguished by law,
regardless of prior notice or indemnity for any reason.
11. DEATH OF UNEXERCISED OPTION HOLDER
11.1. In the event of death of the Beneficiary, his or her successors shall have the right
to exercise any unexercised options regardless of lock-up periods established under the
Program and even if the options are not fully vested, immediately and for the exercise period
provided under the Program.
12. BENEFICIARY RETIREMENT
12.1. In the event of retirement due to years of contribution to social security or due to
age, after 60 (sixty) years of age and provided that there is concomitant cessation of service
provided by the Beneficiary, the options with exercise rights (i) that have not been fully vested
as of the date of termination shall be cancelled; and (ii) that have been fully vested as of the
date of termination may be exercised in up to 90 (ninety) days counted from the date of
termination of the respective contract upon notification in writing to the chairman of the Board
of Directors and, after said period, shall be cancelled.
13. LIMITATIONS ON OPTION HOLDER RIGHTS
13.1. No Beneficiary of options granted under the Plan may sell said option to any third
parties or establish any onus on said option, nor shall he or she have any of the rights or
obligations of Company shareholders, except those expressly granted in this Plan or the
respective Program. No Share shall be delivered to the Beneficiary as a result of exercise of
an option except when all legal and contractual requirements have been fully met.
14. ADJUSTMENTS
14.1. Should the number of shares existing at the Company be increased or decreased
or its shares be exchanged for different types or classes as a result of bonus shares, reverse
stock splits or stock splits, the appropriate adjustments to the number of Shares as regards
options granted and not yet exercised shall be made. Any adjustments to the options shall be
made without alteration of the total purchase amount applicable to the unexercised portion of
the options but with corresponding adjustments to the strike price for each share or any unit
of shares covered by the option.
14.2. The Board of Directors shall establish the applicable rules for the event of
dissolution, transformation, incorporation, merger, spin-off or reorganization of the Company.
15. VALIDITY AND EXTINCTION OF THE PLAN
15.1. The Plan, with the modifications provided herein, shall be effective as of the date
of approval by the Company’s General Meeting and may be extinguished at any time by
resolution of the Company’s Board of Directors, without prejudice to the survival of the lock-
up period for Shares and/or any preference right established in the future.
16. COMPLEMENTARY OBLIGATIONS
16.1. In addition to the obligations assumed in the Invitation to Participate, the parties
shall be required to fully comply with all conditions of this Plan, the Program and any
complementary documents. Signature of the Invitation to Participate shall be considered
express acceptance by the Beneficiary of all terms therein, as well as those of the Plan and
the Program(s).
17. FINE
17.1. Infractors of any of the obligations established in this Plan, the Program(s) and/or
the Invitation to Participate shall incur a fine payable to the innocent party, in addition to that
originally levied, as a punitive and not compensatory measure, fixed at the amount equivalent
to 10% (ten percent) of the total value of the shares subscribed by the option holder, as well
as any and all legal or extra-judicial expenses and fees that the innocent party may incur,
including legal counsel at the rate of 20% (twenty percent) over the amount demanded if and
when a legal action is filed.
18. EXECUTION
18.1. Obligations established in the Plan and the Invitation(s) to Participate are
irrevocable and unretractable, and may be extra-judicially executed as provided by civil and
procedural law, applicable to the parties and their successors. The parties hereby establish
that said obligations are subject to specific execution as per Articles 815 and below of the
Civil Procedural Code.
19. ASSIGNMENT
19.1. Rights and obligations resulting from the Plan and the Invitation to Participate
may not be assigned or transferred in whole or in part by any party, nor used as collateral for
obligations without prior written consent of the other party.
20. NOVATION
20.1. It is expressly agreed that abstention by either party to exercise any right, power,
resource or option ensured by law, the Plan, the Program(s) or the Invitation(s) to Participate
shall constitute novation, nor shall any tolerance of delays in fulfilment of any obligations by
either party and shall not prevent the other party, at its exclusive criteria, from exercising at
any time these rights, powers, resources or options, cumulative to but not limited those
provided by law.
21. FORUM
21.1. Any controversy that may arise regarding the Plan, the Program(s) or Invitation(s)
to participate shall be exclusively resolved at the Central Forum of Belo Horizonte, Minas
Gerais.
Belo Horizonte, [day], [month], [year]
Dear [NAME]
MRV GROUP, composed by MRV Engenharia e Participações S.A. (“MRV”) and its subsidiaries, proposed to offer its executives and certain employees the opportunity to become shareholders of MRV through the instruction of Stock Option Plan II of MRV Engenharia e Participações SA (the "Plan"), herein attached. In this way, it is hereby invited to participate in the Program [_] of Plan II, approved by MRV's
Board of Directors, whose terms and conditions are as follows:
Number of Options [Nº Options]
Number of shares on the options exercise: [Nº Shares]
Stock types after the opetion exercise: O Ordinary
Pr Options purchase price: R$ [price]/share
Percentage and term of the Options 1º exercise: [PERC] as of [M_1º_TERM]
Percentage and term of the Options 2º exercise: [PERC] as of [M_2º_TERM]
Percentage and term of the Options 3º exercise: [PERC] as of [M_3º_TERM]
Percentage and term of the Options 4º exercise: [PERC] as of [M_4º_TERM]
Percentage and term of the Options 5º exercise: [ [PERC] as of [M_5º_TERM]
End of the period of unavailability of the Shares after the Ex the options exercise
6 months after the last term
The Options may be exercised, according to the dates and percentages reported above, being
certain that after said dates, the exercise of the Options and all rights arising therefrom will
expire. The exercise of the Options will confer the right to MRV's common shares, at the
Exercise Price of R$ [exercise price] for each share.
Please read carefully the attached documentation and, if it is in your interest to join the Plan,
express your choice and acceptance of these terms and conditions in the space indicated
below and send this Letter Invitation to the care of Mrs. Maria Fernanda N. Menin Teixeira de
Souza Mai
a - Legal Executive Director, in up to 5 (five) days from the receipt of this.
It will be a pleasure to welcome you as a member of the [_] Program of Stock Option Plan II
of MRV Engenharia e Participações S.A ..
Sincerily,
_____________________________
MRV GROUP
I AGREE:
____________________________________
