Saraiva » IR » Profile

Article 1. Saraiva e Siciliano S.A. (“Company”) is a private company governed by these Bylaws, by Law No. 6404, dated December 15, 1976, as amended (“Corporations Law”), and by other applicable laws and regulations in force.

Article 2. The Company is headquartered in the City of São Paulo, State of São Paulo, at Av. Henrique Schaumann, No. 270, 7º andar, Pinheiros, and may, at the discretion of the Executive Board, open, maintain, transfer and close branches, anywhere in Brazil and abroad, determining the required capital.

Article 3. The Company is engaged in the industry and sale of books and publications in general, as well as the purchase and sale of stationery products, office materials and supplies, school supplies, toys and related products, CD-ROMs, audio and video recordings, electronic equipment, computers and programs thereof, computer supplies, photography articles and equipment, as well as processing of photographic materials, graphic printing and composition in general, cafeteria services, sale of tickets for public performances of any kind, intermediation and agency services and business in general, in addition to the activity of bank correspondent services in the provision of services of receiving and forwarding proposals for issuing credit cards and receiving and paying the amounts related to these operations, and may perform such purpose, in whole or in part, also for receiving and transmitting data by electrical, electronic, optical and magnetic means, and exploring electronic commerce.

Paragraph One. The Company may import and export products and services covered in the corporate purpose, filing, for this purpose, with the competent agencies, the Central Bank of Brazil and other entities of foreign trade.

Paragraph Two. The Company may hold interest in other companies as member or shareholder, at the discretion of the Board of Directors.

Article 5. The Company's capital is two hundred ninety-six million three hundred seventeen thousand four hundred thirty Reais and seventy-eight cents (R$ 296,317,430.78), divided into one hundred ninety-three million fifty-two thousand six hundred eight (193,052,608) registered common shares, without par value.

Paragraph One. The actions may be represented by multiple certificates, and such share certificates shall be signed by two (2) Officers.

Paragraph Two. Each common share shall entitle to one vote in the resolutions of General Meetings.

Article 6. The Company is authorized to increase its capital, regardless of any amendment to the bylaws, up to five million (5,000,000) shares, and, thus, may reach one hundred ninety-eight million fifty-two thousand six hundred eight (198,052,608) issued shares.

Sole Paragraph. Within the authorized capital limit, the Company may, by resolution of the Board of Directors, increase the capital by issuing new shares for subscription. In this case, the Board of Directors shall establish the conditions for issuance and subscription, including price and payment term and term for the exercise of the preemptive right by the shareholders, which shall not be less than thirty (30) days from the publication of corresponding notice.

Article 7. The General Meetings shall be annual and extraordinary. The Annual General Meetings shall be held within the four months following the end of the fiscal year, and the Extraordinary General Meetings shall be held whenever required.

Article 8. The General Meetings shall be presided over by the Chairman of the Board of Directors, or, in his/her absence, by a shareholder chosen by a majority vote of those present, who will choose, among those present, a secretary. Its call, installation and resolutions shall observe the provisions of the Corporations Law.

Article 9. The shareholders may be represented at the General Meetings by a proxy, appointed not later than one (1) year, who shall be a shareholder or the legal representative of a shareholder, manager of the Company or a lawyer.

Article 10. The Company shall be managed by a Board of Directors and an Executive Board.

Paragraph One. The Company's managers shall be installed in their offices upon signature of an oath recorded in a specific book, within thirty (30) days after their election, waiving any collateral or pledge of shares.

Article 11. The Board of Directors is a collective decision-making body and shall be comprised of three (3) members, qualified as Directors, all of them shareholders, residing in Brazil, elected by a General Meeting, with a term of office of one (1) year, and may be successively reelected.

Paragraph One. The Board of Directors, in a joint meeting of its members, shall appoint its chairman, who shall convene and preside over its meetings, and a vice-chairman, who will replace the chairman in case of impediments or absence.

Paragraph Two. In case of vacancy of the position of the director, the deputy shall be appointed by the remaining directors until the first subsequent General Meeting, which shall decide upon such matter.

Paragraph Three. From the meetings held, the respective minutes shall be drafted by a member of the Board appointed by the chairman, and shall be drawn up in the proper books and signed by the attendees, being published in cases required by law.

Article 12. The Board of Directors, in addition to other duties entrusted to it by law and by shareholders' agreement, if any, shall be liable to:

set the general guidelines for the business of the Company;
elect and dismiss Officers of the Company and may set their duties, subject to the rules set forth in article 14 hereof;
inspect the management of the Officers, occasionally reviewing the Company's books and documents, requesting information on agreements and other acts related to the business;
convene the General Meetings, subject to the legal and bylaws regulations;
authorize the Executive Board to dispose of permanent assets, create liens on the corporate assets and secure third parties' obligations, without such authorization being required in the events set forth in article 14, paragraph one, letter "f", paragraph two, letters "b" and "g", and paragraph three, letters "e" and "f", of these Bylaws;
appoint and dismiss independent auditors;
define, when the General Meeting sets the overall compensation of the managers, the portion corresponding to the Executive Board and corresponding to the Board of Directors, as well as individualize it for the members of the latter.

Article 13. The Executive Board shall have full powers of management, representation and administration of the Company, required to fully perform the corporate purpose, in compliance with, respectively, the rules of article 14 and the powers conferred by the Board of Directors pursuant to article 12 hereof.

Paragraph One. The Executive Board shall be comprised of seven (7) members, whether shareholders or not, residing in Brazil, with the following titles: Chief Executive Officer, Chief Financial Officer, Chief Sales Officer, Chief New Business Officer, Chief Human Resources Officer, Chief E-Commerce Officer and Chief Information Technology Officer, all elected by the Board of Directors, with a term of office of one (1) year, and may be successively reelected.

Paragraph Two. In the absences or temporary incapacity of the Officers, the Board of Directors may allocate the functions of the absent or impeded Officer among the other Officers, maintaining, however, compliance with the provisions of article 14.

Paragraph Three. In the event of any vacancy of the position, or permanent disability of any Officer, the Board of Directors shall decide upon such matter, indicating the deputy to complete the term of office thereof or keep the position vacant, allocating, in this case, the duties of that impeded Officer among the other Officers, subject to the provisions of article 14.

Article 14. The Executive Board, in the exercise of its powers of management, representation and administration, shall be always subject to the conditions set forth in the following paragraphs.

Paragraph One. Individually, any of the acting Officers may: a) draw, endorse for bank collection and pay off bills; b) endorse checks and money orders, provided that for deposit in bank checking accounts of the Company; c) sign lists of bills for discount, deposit and collection; d) sign any correspondence, slips for payment of taxes and contributions, applications and petitions to the Federal, State and Municipal Bodies and Quasi-Public Agencies, banks and institutions, in media for collection of taxes and social contributions or administrative proceedings of any kind; e) hire and dismiss employees, vendors and commercial agents; f) acquire, dispose of or encumber permanent assets, including real estate, provided that their individual amount does not exceed one percent (1%) of the equity of the Company, indicated in the latest Financial Statements for the fiscal year published; g) receive service of process with respect to legal or administrative proceedings.

Paragraph Two. Jointly, any two (2) acting Officers may: a) issue checks, authorize debits to bank accounts, enter into loan agreements with banks and lease agreements with companies organized for such purpose; b) issue, accept, encumber or dispose of promissory notes and bills of exchange, provided that for bank discount or guaranteed obligations assumed in loan and lease agreements, and appoint proxies specifically for such purposes; c) endorse any securities, including trade notes, promissory notes, bills of exchange and custody certificates, excluding checks; d) take custody and remove from custody securities and other personal properties; e) appoint proxies with powers of ad-judicia and extra clause, as well as powers to receive service of process, acknowledge, compromise, quit, receive and give release; f) enter into agreements, including sale or partnership agreements with government and private entities, lease agreements for real and personal properties, or service agreements; g) provide guarantees to directly or indirectly controlled or controlling companies and collaterals to securities for which such companies are liable; h) acquire, subscribe, dispose of and redeem fixed and variable income securities, including shares and debentures, provided that they are not issued by the Company or any company directly or indirectly controlling it or controlled thereby, subject also to the provisions of paragraph 4, item "e", of this article.

Paragraph Three. Jointly with the Chief Executive Officer and/or the Chief Financial Officer, any of the acting Officers may: a) endorse checks, except for the event set forth in paragraph one, letter "b", of this article; b) appoint proxies, granting them powers they are vested with; c) represent the Company together with its controlling or controlled companies; d) acquire, dispose of or encumber permanent assets, including real estate, provided that their individual amount does not exceed twenty percent (20%) of the net equity of the Company, appearing on the latest Financial Statements published for fiscal year; e) enter into agreements that encumber company assets, in an amount not exceeding twenty percent (20%) of the net equity of the Company, appearing on the latest Financial Statements published for fiscal year; f) provide guarantee on behalf of individual for the lease of residential property enabling installation of manager of the Company, or a company controlling it or controlled thereby, in a municipality different from the domicile thereof, where the establishment for which the management is assigned is located.

Paragraph Four. Jointly with the Chief Executive Officer and/or the Chief Financial Officer, and with prior and express authorization of the Board of Directors, any of the acting Officers may: a) acquire, dispose of or encumber shares and membership interests of directly or indirectly controlled or controlling companies; b) acquire, dispose of or encumber permanent assets, including real estate, where their individual amount exceeds twenty percent (20%) of the net equity of the Company, appearing on the latest Financial Statements published for fiscal year; c) enter into agreements that encumber assets, in an amount exceeding twenty percent (20%) of the net equity of the Company, appearing on the latest Financial Statements published for fiscal year, without prejudice to the other provisions of this article; d) provide guarantees to individuals, except as specified in item "f", paragraph 3, of this article, or to legal entity, other than the directly or indirectly controlled or controlling companies, and collateral to securities for which such persons are liable, provided that there is interest by the Company in such acts; e) promote the interest of the Company, in order to obtain independent or shared control in any other company, by purchase or subscription of membership interests or shares, as well as withdraw the Company from such companies; f) issue and accept other credit instruments, including promissory notes and bills of exchange, subject to the exception contained in item “b”, paragraph 2 above.

Paragraph Five. The acts of any Officers, proxies, agents and employees involving or related to foreign operations or business to the corporate purpose and social interests are expressly forbidden, being void and null regarding the Company.

Individualize the compensation of the Officers, whenever the General Meeting globally establishes the managers' compensation and after the Board of Directors exercises the powers mentioned in article 12, VII, hereof;
resolve on the opening, maintenance, transfer and termination of branches;
resolve on administrative matters, subject, if any, to the decisions of the General Meeting and the Board of Directors.

Article 16. The Executive Board shall always meet with the attendance of at least three (3) Officers and provided that it is convened by the Chief Executive Officer, who shall set the agenda, preside over the meeting and appoint the secretary.

Paragraph One. The minutes of the meetings shall be drawn up in the proper book.

Paragraph Two. The resolutions shall be taken by the majority of votes of the attending Officers, and, in the event of a tie, the vote of the Chief Executive Officer shall prevail.

Article 17. The Company's Fiscal Council, which shall be comprised of three (3) effective members and an equal number of deputies, shall be installed by resolution of the general meeting, in cases provided by law.

Sole Paragraph. The general meeting resolving on the installation of the Fiscal Council shall elect the members thereof and establish their compensation.

Article 18. The fiscal year shall end on December 31 of each year, when the financial statements shall be prepared, including the following items.

Article 19. From the income for the year, after deductions of accumulated losses and allowance for the Income Tax, a percentage of up to ten percent (10%) shall be allocated to the interest of the managers, as their variable compensation, provided that the shareholders receive a minimum dividend of twenty-five percent (25%) of the net profit, subject to the rules established by articles 152, 201, and 202 of the Corporations Law.

Article 20. The net profit earned from the income after the deduction provided for in article 19 hereof shall be allocated as follows:

b) twenty-five percent (25%) as the minimum percentage for the allocation of dividends to shareholders, subject to the rules provided for by article 202 of the Corporations Act;

c) the balance, if any, shall be transferred to the reserve for capital increase, which shall not exceed in any fiscal year, the limit of the capital.

Article 21. At the discretion of the Board of Directors, the Company may credit to the shareholders, in whole or in part, the amount equivalent to the interest on capital, calculated under the applicable law, up to the amount that would result from applying the Long-Term Interest Rate – TJLP (Taxa de Juros a Longo Prazo) on a daily pro rata basis, for the corresponding period.

Paragraph One. Also at the discretion of the Board of Directors, the amount equivalent to the interest on capital, in whole or in part, may be added to the capital, or kept in reserve account for future capital increase.

Paragraph Two. Should the interest on capital be credited to the shareholders, as set forth in the initial part of this article, said interest may be considered as payment of the minimum compulsory dividend.

Paragraph Three. In any event, the minimum compulsory dividend shall be calculated based on the net profit for the corresponding year, in accordance with article 20, before deduction of the interest on capital referred to in this article.

Article 22. The Company may prepare interim balance sheets, at any time, to meet legal requirements or social conventions, including to distribute dividends or interest on capital.

Article 23. The Company may be dissolved and liquidated in the events and manners set forth by law.

Article 24. The matters omitted in these Bylaws shall be resolved by the General Meeting and governed in accordance with the provisions of the Corporations Law.