SARAIVA S/A LIVREIROS EDITORES
CNPJ/MF [Corporate Taxpayer’s Registry] 60.500.139/0001-26
Corporate name, Head offices, Corporate Purpose and Duration
Art.1 Saraiva S.A. Livreiros Editores is an opened company, governed by this Bylaws and by the laws in force in the country.
§1 The Company that originally adopted the name “Saraiva & Cia.”, was organized by an agreement filed with the Trade Board of the State of São Paulo, under No. 41.411, in a session of 01/24/1933, and was transformed into a corporation, on 10/15/1947, by a public deed filed with the Trade Board of the State of São Paulo, under No. 34.497, in a session of 10/21/1947.
§2 With admission of the Company in the special segment of Level 2 Corporative Governance of BM&FBOVESPA S.A. – Stock Exchange, Commodities and Futures Exchange (“BM&FBOVESPA”), subject the Company, its shareholders, administrators and members of the Fiscal Council, whenever installed, to the provisions of the Level 2 Regulation.
§3 The provisions of the Regulation on Level 2 Corporative Governance of BM&FBOVESPA (“Level 2 Regulation”) shall prevail over the statutory provisions in the event of prejudice to the right of the persons receiving the public offerings set forth herein.
Art. 2 The Company’s head offices and venue are located at Rua Henrique Schaumann, nº 270, 10º andar, Cerqueira César, CEP 05413-909, in the City of São Paulo - SP, Federative Republic of Brazil.
Sole Paragraph. At the discretion of the Executive Committee, the Company may open, maintain, transfer and close branches, in any part of the national territory or abroad.
Art. 3 The purpose of the company is the following:
edition, industry and commerce of books and publications in general;
education system activities, including support services to education;
the purchase and sale of stationery, utensils and office supplies, school supplies, toys and related products, CD-ROMs, audio and video recordings, electronics, computers and their programs, articles and photography equipment, as well as service processing of photographic material, and cafeteria services;
organization, systematization, reception and transmission, and registration of data, information and texts, and marketing thereof in the country and abroad, mainly through transmission by electrical, electronic, optical and magnetic media, as well as the purchase of equipment, accessories and components necessary for the use of these products, and the creation of other related programs;
the import and export of products and services included in the corporate purpose, registered, to this end, at the competent agencies, Central Bank of Brazil and other Foreign Trade controlling entities;
interest in other companies as partner, shareholder, or quotaholder.
Art. 4 The Company shall exist for an undetermined term.
Art. 5 The capital stock is equivalent to BRL 279,901,000.00 (two hundred seventy-nine million, nine hundred and one thousand reais), fully paid up and divided into 28,596,123 (twenty-eight million, five hundred and ninety-six thousand one hundred and twenty-three) stocks, without par value, out of which 9,622,313 (nine million six hundred twenty-two thousand, three hundred and thirteen) are common stocks and 18,973,810 (eighteen million, nine hundred and seventy-three thousand, eight hundred and ten) are preferred stocks.
§1 The rights or benefits provided to holders of preferred shares of the Company are the following:
restricted voting rights, as described in Article 6 below;
the right to sell the preferred stocks in the event of Transference of the Company’s Control, under Chapter VI hereof;
dividends equal to those attributed to common stocks;
interest in the distribution of bonus stocks from capitalization of reserves, retained earnings and any other funds on equal terms with the holders of common stocks;
right to be included in the public offering for the acquisition of stocks as a result of the Transference of the Company’s Control, subject to Article 24 hereof.
§2 It is not allowed the conversion of common stocks into preferred stocks and vice versa.
Art. 6 The Company’s preferred stocks, whose number may correspond, under the terms of article 8, § 1, III, of Law No. 10.303/01, to up to 2/3 (two thirds) of the total issued stocks, grant to their holders the restrict right to vote, exclusively in relation to the following issues:
- transformation, merger, consolidation or spin-off of the Company;
- approval of contracts between the Company and the Controlling Shareholder (as defined in paragraph one of article 22 of these Bylaws), directly or by means of third parties, as well as other companies in which the Controlling Shareholder is interested in, whenever, by legal or statutory provision, such resolutions are approved in the General Meeting;
- evaluation of goods destined to full payment for increase of the Company’s capital;
- choice of institution or company specialized for determination of the Company’s economic value, in the events described in article 28 and 29 of these Bylaws;
- change, modification or revocation of the statutory provisions that change or modify any of the following provisions:
- compliance with the provisions contained in Chapter VI hereof;
- observance, in the election of the Board of Directors, of a unified term of office of, at the most, two (2) years, and other provisions related to the Board of Directors and Fiscal Council, contained in the Level 2 Regulation;
- compliance with the provisions contained in Chapter VIII hereof;
- any of the rights established in article 5, §1, and article 6, I to IV, hereof; and
- other requirements set forth in item 4.1 of the Level 2 Regulation.
Sole Paragraph. The restricted voting right provided for in section V of this Article shall prevail while in force the Level 2 Corporate Governance agreement entered into between the Company and the BM & FBOVESPA ("Level 2 Participation Agreement").
Art. 7 It is authorized the capital increase involving the increase in the number of preferred stocks in disproportion to the type and class of the existing stocks.
Art. 8 The Company is authorized to increase its capital stock, by issuing new stocks for subscription, through resolution of the Board of Directors, and regardless of statutory reform, within up to four million (4,000,000) stocks, even if not observed the proportion between the several kinds or classes of stock, provided that, out of this total, it can be destined up to 500,000 (five hundred thousand) stocks for the granting of stock options, pursuant to § 3 below.
§1 The Board of Directors shall determine the issuance and subscription conditions, including price and deadline for full payment and deadline and conditions for the exercise of preemptive right by shareholders.
§2 The Company may, by resolution of the Board of Directors, issue, within the limit of the authorized capital, stocks to be placed for sale in the stock exchange or public subscription, or upon exchange of stocks, in a public offering for acquisition of control, in accordance with Articles 257 to 263 of law 6.404/76, without attributing preemptive rights to former shareholders or establishing a deadline for the exercise of this right shorter than the one referred to in Article 171, § 4, of Law No. 6.404/76.
§3 The Company may, within the limit of the authorized capital, grant stock purchase options to its administrators or employees, or natural persons providing services to it or to a controlled company, according to the plan approved by the General Meeting.
§4 The resolutions adopted by the Board of Directors referred to in this article shall observe the quorum set forth in the final part of § 4 of article 14 below.
Art.9 The Company‘s stocks shall be registered stocks and shall remain in deposit accounts, in the name of their holders, in a financial institution chosen by the Board of Directors.
§1 The depositary financial institution of the stocks may charge from the stockholders, under the terms of § 3 of article 35 of Law No. 6.404/76, the cost for the transference of registered stocks.
§2 The Company may, by resolution of the Board of Directors and upon notice to the stock exchanges on which its shares are traded, suspend for periods that do not exceed, each one, fifteen days, or a total of ninety days during the year, the services related to the transference of stocks.
Art. 10 Except in the cases of Article 8, §§ 2 and 3 hereof, shareholders shall have preference in the subscription of stocks issued as a result of the capital increase, in proportion to the number of stocks they hold.
Sole paragraph. The deadline for the exercise of the preemptive right is always preclusive and shall be of 30 (thirty) days, except:
if established by the General Meeting or Board of Directors, as the case may be, or a shorter tem; or
in the event of article 8, § 2, in fine, hereof.
Art. 11 Each common stock corresponds to one vote in the resolutions of the General Meetings.
Art. 12 The Company shall be managed by the Board of Directors and the Executive Committee.
§1º The remuneration of members of the Board of Directors and the Executive Committee shall be fixed by General Meeting, which may set only the global limit or individualize it to one or more administrators.
§2º It is assigned to administrators, subject to the provisions of the Staff Regulations and Section 152 of Law No. 6.404/76, participation of up to 10% (ten percent) of fiscal year profits.
§ 3º The overall value of participation in each year shall be approved by the Ordinary General Meeting in the vote on allocation of income, observing, in the distribution between administration agencies and individualization by administrator, the provisions of Articles 15, IX, and 18, I hereof.
§4º The Ownership of members of the Board of Directors and the Executive Committee shall be subject to prior subscription of the Administrators Approval Term, pursuant to Level 2 Regulations, as well as compliance with applicable legal requirements.
Art. 13 The Board of Directors is a collegiate resolution body and shall be composed of at least 5 (five) and a maximum of 7 (seven) members, appointed Directors, all shareholders, residing in the Country, elected and dismissible by the General Meeting, with a unified term-of-office of 1 (one) year, allowed successive reelections.
§1º At least 20% (twenty percent) of the members of the Board of Directors shall be composed of Independent Directors, and expressly stated as such in the minutes of the General Meeting which elects them. "Independent Director" is characterized by: (i) having no relationship with the Company, except for participation in equity, (ii) not being a Controlling Shareholder, spouse or relative up to second degree, or not being or having never been, in last 3 (three) years, bound to a company or entity related to the Controlling Shareholder (people bound to public institutions of education and/or research are excluded from this restriction) (iii) having not been, in the last three (3) years, an employee or officer of the Company, of Controlling Shareholder or of controlled company of the Company, (iv) not being a direct or indirect supplier or purchaser of services and/or Company's products to an extent that causes loss of independence (v) not being an employee or administrator of a company or entity which is offering or demanding services and/or products to the Company, to an extent that causes loss of independence, (vi) not being spouse or up to second degree relative of an administrator of the Company, and (vii) not receiving any remuneration from the Company other than as a Director (cash profit from participation on capital are excluded from this restriction). It shall be also considered as independent the Director(s) elected upon right provided by Section 141, §§ 4 and 5 of Law 6.404/76.
§ 2º When due to observation of the percentage referred to in the paragraph above results in fractional number of members of the Board of Directors, it shall be rounded to the whole number (i) immediately superior, if the fraction is equal or higher than 0.5 (five tenths), or (ii) immediately below, if the fraction is lower than 0.5 (five tenths).
§ 3º The members of the Board of Directors shall take office upon execution of document drawn up by proper book. Members of the Board of Directors shall remain in office and exercise of their duties until their substitutes are elected, unless otherwise resolved by the General Meeting.
Art. 14 Chairman and Vice-Chairman of the Board of Directors shall be elected by the General Meeting.
§1° The position of Chairman of the Board of Directors can not be accumulated with the positions of Chief Executive Officer and/or executive of the Company.
§2º The Chairman of the Board of Directors shall convene and preside meetings thereof and the Vice- Chairman shall substitute him in his occasional absences or preventions.
§3º In case of vacant position or temporary prevention of Director, the substitute shall be appointed by the remaining Directors until the first General Meeting which shall decide it.
§4º The Board of Directors shall meet as often as necessary, with the presence of at least 3 (three) of its members, deciding by majority vote, except for in case of the matters contemplated in Article 8 hereof, when the Board shall only resolute upon favorable vote of at least 4 (four) Directors, including the Chairman of the Board of Directors.
§5º In case of tie in the resolutions of the Board of Directors, the vote of the Chairman or the Vice-Chairman who is replacing shall prevail, except for as provided in the previous paragraph.
§6º The respective minutes of meetings held shall be written by one of the members of the Board appointed by the Chairman, which shall be drawn up by proper book and executed by the attendees, being published in the cases required by law.
Art. 15 The Board of Directors shall:
establish the general guidelines of the Company;
express itself favorably or against any public offer for acquisition of which has as purpose the shares issued by the Company by means of grounded prior opinion disclosed within 15 (fifteen) days from publication of notice of the public offering for acquisition of shares, which shall include, at least (i) the convenience and opportunity of the public offering for acquisition of shares regarding the interest of all shareholders and in relation with the liquidity of the securities of their ownership, (ii) the impact of public offering for acquisition of shares on the interests of the Company, (iii) the strategic plans disclosed by offerer in relation to the Company, (iv) other matters that the Board of Directors deems appropriate, as well as information required by applicable rules established set forth by the Securities and Exchange Commission of Brazil ("CVM").
elect and remove officers of the Company, and may establish their assignments, subject to the rules set forth in Article 17 hereof;
inspect the management of officers by examining, periodically, books and documents of the Company, requesting information on agreements and other acts relating to business;
convene General Meetings, subject to the legal and statutory rules;
authorize the Executive Committee to dispose of fixed assets, create real burdens on company assets and provide guarantees on behalf of third parties, being unnecessary such authorization in the cases provided for in Article 17, § 1, "f", § 2, "b" and "g", and § 3, "e" and "f" hereof ;
authorize the acquisition, disposal, cancellation or maintenance in treasury of issued shares by the Company;
appoint and dismiss independent auditors;
establish, when the General Assembly sets the overall remuneration of administrators, the amount corresponding to the Executive Committee and to the Board of Directors, as well as individualize it for the members of the latter;
set a three-name list of companies specialized in economic assessment of companies to prepare an assessment report of the Company's shares, in the case of a public offering of shares for cancellation of open capital company registration or to leave the Level 2 Corporative Governance.
Art. 16 The Executive Committee shall be provided with general powers of management, representation and administration, which are necessary to accomplish the full purpose, followed, in order, the rules of Article 17 and assignments granted by the Board of Directors pursuant to Article 15 hereof .
§1º The Executive Committee shall consist of 7 (seven) members, shareholders or not, resident in the country, being referred to as: Chief Executive Officer, Chief Financial Officer, Chief Editorial Business Officer, Chief Learning Systems Officer, Chief Retail Business Officer, Chief Technology and Information Officer without specific designation, all elected by the Board of Directors for a term-of-office of 1 (one) year, allowed successive reelections.
§2º In the absences or temporary preventions of officers, the Board of Directors may distribute the functions of the officer absent or prevented among other officers, keeping, however, the compliance with the requirements of Article 17.
§3º In case of permanent vacancy or prevention of any officer, the Board of Directors shall decide the matter, indicating the substitute to complete the term of office of the substituted or maintaining the vacant position, distributing, in this case, the functions of the prevented or removed officer among other officers, subject to the provisions of Article 17.
§4º The Board of Directors shall appoint one of the officers to perform accumulatively the position of Chief Investor Relations Officer.
Art. 17 The Executive Committee shall be, in the exercise of its management powers, representation and administration, always subject to the conditions set forth in the following paragraphs.
§ 1º Individually, any of the officers, in exercise may:
withdraw, endorse for bank collection and pay trade notes;
endorse checks and payment orders, provided for deposit in bank current accounts of the Company;
sign any list of securities for discount, pledge and collection;
execute correspondence, guides to collect taxes, claims and petitions submitted to the Federal, State, City and Self-Administered Public Entities , banks and institutions in expedients for tax, social contribution and rate collection or administrative proceedings of any nature;
hire and fire employees, vendors, business representatives and agents;
acquire, dispose of or encumber fixed assets, including real estate, provided that their individual value does not exceed 1% (one percent) of net equity of the Company, pursuant to last fiscal year's Financial Statements published;
receive service of process for any judicial or administrative proceedings.
§2º Jointly, any 2 (two) officers in exercise may:
- issue checks, authorize debits from bank accounts, enter into financing agreements with banks and commercial lease agreements with companies established for this purpose;
- issue, accept, encumber or dispose promissory notes and bills of exchange, since for bank discount or for guarantee of undertaken obligations in financing and commercial lease agreements , as well as appoint attorneys specifically for such purposes;
- endorse any securities, including trade notes, promissory notes, bills of exchange and certificates of custody, except for checks;
- guard and remove custody of securities and other movable assets;
- appoint attorneys, granting them powers of ad-judicia and extra clause, as well as to receive service, confess, compromise, give up, receive and give discharge;
- enter into agreements, including publishing, sales or partnership with governmental and private agencies agreements, and lease of movable and immovable assets, or service agreements;
- provide guarantees to directly or indirectly controlled companies and guarantee the securities of responsibility of these companies;
- acquire, subscribe for, dispose and rescue securities of variable and fixed income, including shares and debentures, provided that they are not issued by the Company or by any directly or indirectly controlled company , still respecting the provisions of § 4, subsection "e".
§3º Jointly with the CEO, any of the officers in office may:
- endorse checks;
- appoint an attorney, granting him powers of which are invested;
- represent the Company with controlled companies;
- acquire, dispose of or encumber the fixed assets, including real estate, provided that their individual value does not exceed 20% (twenty percent) of the net equity of the Company, pursuant to last fiscal year's Financial Statements published;
- enter into agreements that entail encumbrance of corporate assets, in an amount that does not exceed 20% (twenty percent) of the net equity of the Company, pursuant to last fiscal year's Financial Statements published;
- provide guarantees to individuals when designed to guarantee the lease residential real estate designed to enable the manager's installation of the Company, or of company controlled by it, in a city, different from that of his domicile, in which the establishment is situated to whose management has been appointed.
§4º Jointly with the CEO, and with prior written consent the Board of Directors, any of the officers in office may:
- acquire, dispose of or encumber shares and quotas of directly or indirectly controlled companies;
- acquire, dispose of or encumber the fixed assets, including real estate, when the their individual value exceeds 20% (twenty percent) of the net equity of the Company, pursuant to last fiscal year's Financial Statements published;
- enter into agreements that entail encumbrance of corporate assets, in an amount exceeding 20% (twenty percent) of the net equity of the Company, appearing on last fiscal year's Financial Statements published, without prejudice to the other provisions hereof;
- provide guarantees to individual, except for as specified in paragraph "g" of § 3 of this Article, or to legal entity other than the controlled companies , and guarantee the securities of responsibility of such people, provided that there is interest of the Company in such acts;
- promote the participation of the Company, in order to single or shared control, in any other company, upon acquisition or subscription of shares or quotas, as well as proceed to the withdraw of the Company from such companies;
- appoint an attorney, granting him powers of which are invested;
- issue and accept other securities, including promissory notes and bills of exchange, subject to the exception contained in paragraph "b" of § 2 above.
Art. 18 The Executive Committee shall:
- individualize the remuneration of officers, whenever the General Meeting globally establish the remuneration of administrators and after the Board of Directors exercises the powers referred to in Article 15, IX hereof;
- resolve on the opening, maintenance, transfer and extinction of branches;
- resolve on administrative matters, observed, if any, the determinations of the General Meeting and the Board of Directors.
Art. 19 The Executive Committee shall always convene with the presence of at least 3 (three) officers and since convened by the CEO, to which shall be responsible for establishing the guideline, directing the work and appoint the Secretary.
§1º The minutes of the meeting shall be drawn up by proper book.
§2º Resolutions shall be decided by majority vote of the attending officers, prevailing in the event of tie, the vote of the Chairman.
Art. 20 The Company's Fiscal Council shall, composed of at least 3 (three) and a maximum of 5 (five) members and their alternates, work during fiscal years in which it is installed by resolution of the General Meeting, in cases set forth by law.
§1º The General Meeting which resolves about Fiscal Council's installation shall establish the number of its members, elect them and fix their remuneration.
§2º Fiscal Council's members shall take office upon the execution of document drawn up by proper book. The possession of Fiscal Council's members shall be subject to prior subscription of Fiscal Council Approval Term in accordance with Level 2 Regulation, as well as compliance with applicable legal requirements.
§3º Fiscal Council's Procedural Rules shall be approved by the General Meeting.
Art. 21 The General Meeting shall meet, ordinarily, in the first four months after fiscal year termination and, extraordinarily, whenever corporate interests so require it, upon notice pursuant to law.
§1º The General Meeting shall be presided by the Chairman of Board of Directors, the Vice-Chairman who is exercising the Presidency of the Board of Directors or, in their absence, by the shareholder appointed by it. The Chairman of the General Meeting shall choose one of the attendees to secretary it and constitute the Board.
§2º The people attending the Meeting shall prove their status as shareholders, and the owners of shares without certificate or shares in custody pursuant to Section 41 of Law 6.404/76 deposit, in the Company, for such purposes, a statement issued by the depository financial institution, pursuant to set forth in the notice, unless if the Chairman of the Meeting considers sufficient other means of verification.
Transference of Shareholding Control, Cancellation of the Open Company Registry and Failure to Give Continuance to the Different Practices of Level 2 Corporative Governance
Art. 22 Transference of the Company’s control power, both by means of a single and successive operations, must be contracted under conditions precedent or subsequent, requiring that the person acquiring control of the stocks makes the public offering for the acquisition of the stocks held by the other shareholders, observing the conditions and terms set forth by the laws in force and Level 2 Regulation and monetary correction under the applicable regulation, in order to guarantee equal treatment to the Selling Controlling shareholder, observing the provisions contained in article 24.
§1 For the purposes of these Bylaws, the following terms initiated in capital letters shall have the following meanings:
“Controlling Shareholder” means the shareholder or Group of Shareholders that exercise the Company’s control power.
“Selling Controlling Shareholder” means the o Controlling Shareholder, when it promotes the Transference of the Company’s control power.
“Controlling Stocks” means the block of stocks that guarantees, direct or indirectly, to its holders, the individual and/or shared exercised of the Company’s control power.
"Outstanding Shares" means all shares issued by the Company, except for shares held by the Controlling Shareholder, by persons bound by the Company's management and treasury shares.
"Change of the Company’s Control" means the transference to a third party, for consideration, of the Controlling Stocks.
"Shareholder Group" means the group of persons: (i) bound by contracts or agreements of any kind, whether directly or through companies controlled by or under common control, or (ii) among which there is relationship control, or (iii) under common control.
"Control" means the power effectively used to direct the activities and guide the operation of the departments of the Company, directly or indirectly, whether de facto or de jure, regardless of ownership interest held. There is a presumption of ownership of control in relation to the person or group of Shareholders who hold stocks that have ensured an absolute majority of votes of shareholders attending the last three General Meetings of the Company, though not the holders of stocks ensuring absolute majority of the voting capital.
"Economic Value" means the value of the Company and its stocks to be determined by a specialized company, using a recognized methodology or based on other criteria that may be established by the SEC.
§2 The negotiation of Controlling Stocks between the Controlling Shareholder identified in the Level 2 Participation Agreement and his heirs, and also between these heirs, provided they exercise the Company’s control power, even if it means the consolidation of the Control power in a single shareholder, does not constitute Transference of Control, giving no reason, therefore, for the obligation to make a public offer under the terms of this article and article 24.
Art. 23 The public offering referred to in the preceding article shall also be performed:
I. in case of onerous assignment of subscription rights to shares and other securities or rights related to securities convertible into shares, which may result in the Transference of the Company’s Control, and
II. in case of transference of control by the Controlling Shareholder, and in this case, the Controlling Shareholder shall be obliged to declare to BM & FBOVESPA the value attributed to the Company in such sale and attach supporting documentation.
Article 24 The public tender to the holders of common stocks shall be carried out by a value of 100% (one hundred percent) of the amount paid by the Controlling Stocks and the public offering to holders of preferred stocks must be held for a minimum of 90% (ninety percent) of the amount paid by the Controlling Stocks.
Sole Paragraph. Modification of this statutory clause, in respect to the public offer to the holders of preferred stocks, can only be decided by the General Meeting, with the prior approval of the holders of more than half of the preferred stocks, gathered in a special meeting.
Art. 25 Whoever acquires Control Power, in consequence of a stock purchase agreement entered into with the Controlling Shareholder, involving any number of stocks, shall:
I. make the public offer referred to in Article 22 hereof, and
II. pay under the following term, an amount equivalent to the difference between the public offering price and the amount paid per stock acquired on the stock exchange within six (6) months prior to the date of acquisition of Control, duly updated until the payment date. This amount will be distributed among all people who sold the Company’s stocks at the open outcry trading where the buyer made the purchase, proportionally to the net daily sales of each one, provided that BM&FBOVESPA shall make the distribution thereof, in accordance with its regulations.
Art. 26 The Company shall not register any transfer of stocks to the acquirer of Control or to the shareholder that becomes the holder of the Control Power, while he does not sign the Term of Consent pursuant to Level 2 Regulation, which will be immediately sent to BM&FBOVESPA.
Art. 27 No shareholders' agreement which provides for the exercise of Control may be registered in the Company without its signatories having signed the Term of Consent referred to the Level 2 Regulation, which will be immediately sent to BMFBOVESPA.
Art. 28 In the public offering of stocks to be held by the Controlling Shareholder or by the Company, for cancellation of the company’s registration as an open company, the minimum price to be offered shall correspond to the Economic Value assessed in the appraisal report, in compliance with the applicable legal provisions and regulations.
Art. 29 If the Company decides to leave the Level 2 Corporate Governance so that the securities issued by it can be traded outside the Level 2 Corporate Governance or by virtue of a corporate reorganization, in which the resulting company does not have its securities admitted for trading on Level 2 of Corporate Governance within 120 (one hundred twenty) days from the date of the General Meeting approving the transaction, the Controlling Shareholder shall make a public offer for acquisition of stocks held by the remaining shareholders of the Company, the minimum price to be offered shall correspond to the Economic Value in the appraisal report, subject to the applicable laws and regulations.
§ 1 The Controlling Shareholder shall be discharged to proceed with the public offering of shares referred to in this article, if the Company leaves the Level 2 of Corporate Governance due to the execution by the Company of the participation agreement related to the special segment of BM&FBOVESPA referred to as New Market ("New Market") or if the entity resulting from the reorganization obtains authorization to trade securities in the New Market within 120 (one hundred twenty) days from the date of the general meeting that approved the transaction.
Article 30 The appraisal report provided for in Articles 28 and 29 hereof shall be prepared by a specialized company with proven experience and independence regarding the decision of the Company, its directors and/or Controlling Shareholder, in addition to satisfying the requirements of § 1 of Article 8 of Law No. 6.404/76, and the responsibility established in § 6 of the same article.
§ 1 The institution or company responsible for determining the value of the Company shall be the exclusive chosen by the General Meeting, based on the list presented by the Board of Directors with three names, and the respective resolution, not counting the votes in blank, and provided that each stock, regardless of type or class, shall give the right to one vote, shall be taken by majority of votes cast by the shareholders representing the Outstanding Stocks present at that meeting, which was convened on first notice, counting with the presence of the shareholders representing at least 20% (twenty percent) of the total outstanding stocks, or, if convened on second notice, any number of shareholders representing the Outstanding Stocks.
§ 2 The costs of preparing the appraisal report shall be fully borne by the offerer.
Art. 31 In the event there is no Controlling Shareholder, if decided to remove the Company from the Level 2 of Corporate Governance, so that the securities issued by it are registered for trade outside the Level 2 of Corporate Governance, or due to corporate reorganization, in which the company resulting from this reorganization does not have its securities admitted to be traded on the Level 2 of Corporate Governance or in the New Market within 120 (one hundred twenty) days from the date of the General Meeting that approved the operation, the removal will be subject to a public offering of stocks on the same terms set forth in the above articles.
§ 1 The General Meeting must define the people responsible for the public offering of stocks, who, present at the meeting, shall expressly assume the obligation to make such offer.
§ 2 In the absence of a definition of those responsible for the public offering of stocks, in the event of a corporate reorganization, in which the resulting company does not have its securities admitted to be traded on Level 2 of Corporate Governance, the shareholders who voted for the reorganization shall make such offer.
Art. 32 The removal from the Level 2 of Corporate Governance by reason of breach of obligations contained in the Level 2 Regulation is subject to the execution of a public offering of stocks, at least at the economic value of the stocks, to be determined in an appraisal report referred to in articles 28, 29 and 30 hereof, subject to the applicable laws and regulations.
§ 1 The Controlling Shareholder shall make a public offer for acquisition of stocks referred to in the caput of this article.
§ 2 In the event there is no Controlling Shareholder and the removal from the Level 2 of Corporate Governance mentioned herein arises from the General Meeting, the shareholders who voted in favor of the resolution that led to its failure to comply shall make the public offer for the acquisition of the stocks referred to above.
§ 3 In the event there is no Controlling Shareholder and the removal from the Level 2 of Corporate Governance mentioned herein, occurs due to an act or fact of the administrators, the Company’s administrators shall convene a General Meeting of shareholders whose agenda will be the decision on how to remedy the breach of obligations contained in the Level 2 Regulation or, if applicable, to resolve on the removal from the Level 2 of Corporate Governance.
§ 4 If the General Meeting mentioned in § 2 above approves the removal from the Level 2 of Corporate Governance, such General Meeting should define the person responsible for the public offering of stocks referred to in the caput, who, once present at the meeting, shall accept the obligation to make the offer.
Fiscal Year, Profits, Reserves and Dividends
Art. 33 The fiscal year shall end on December 31st of each year, date on which it shall be prepared the financial statements required by law or regulation.
Art. 34 Out of the result obtained in the fiscal year, it shall be deduced the accumulated losses and provision for income tax and social contribution, and, from the resulting value, up to 10% (ten per cent) shall be destined to the participation of the administrators, provided that attributed, in such fiscal year, to the shareholders, at least the mandatory dividend referred to in article 34, “a”, hereof.
Art. 35 Out of the fiscal year’s net profit, corresponding to the result after deductions and participations set forth in article 34 of these Bylaws, 5% (five per cent) shall be destined to the legal reserve, when the legal limit is not achieved.
Art. 36 Except in the event set forth in article 202, § 4, of Law No. 6.404/76, it is guaranteed to the shareholders the mandatory dividend corresponding to:
25% of the fiscal year’s net profit, adjusted under the terms of section 202 of Law No. 6.404/76, with wording given by Law No. 10.303/01; plus
The balance of the net profit of the fiscal year, if any, remaining after the destinations mentioned in article 193 to 197 of Law No. 6.404/76, with wording given by Law No. 10.303/01, observing articles 35 and 36 hereof.
Art. 37 Once assured the mandatory dividend to shareholders referred to in Article 36, "a" hereof, the balance of the net income, if any, may be allocated by the General Meeting to the following reservations:
I. reserve for future capital increase, destined to ensure the capitalization of the Company, which shall not exceed, in any fiscal year, the paid-in capital stock;
II. contingency reserve, in accordance with Article 195 of Law No. 6.404/76;
III. reserve, retained earnings, in accordance with the budget approved by the General Meeting, which shall not exceed, in any fiscal year the share capital;
IV. reserve for unrealized profits, pursuant to Article 197 of Law No. 6.404/76, as amended by Law No. 10.303/01.
Art. 38 At the discretion of the Board of Directors, the Company may pay or credit to the shareholders in whole or in part, the amount equivalent to interest on capital, calculated according to the legislation in force, up to the amount that would result from applying the Long Term Interest Rate – TJLP, pro rata basis, for the corresponding period.
Sole Paragraph. Interest on capital when paid or credited to shareholders, shall apply, at the net amount of income tax, to the mandatory dividends.
Art. 39 Dividends and interest on capital will be paid by deposit in a bank account in the name of the shareholder and indicated by him, unless the shareholder, ten (10) working days in advance, had required in writing that it be paid in the Company’s treasury, by nominative check.
Art. 40 The Company shall not, unless authorized by a majority of votes at the Special Meeting held by the holders of preferred stocks, retain, for over four successive quarters, availability of funds greater than 25% (twenty five percent) of the total assets, since so permitted by its economic and financial situation.
§ 1 For the purposes of applying this provision: a) it shall be considered the amounts corresponding to the last day of each quarter, as the respective balance sheet dates, and b) the availability of funds equal to the total of the amounts recorded under the captions "Cash and banks "and" investments "subtracted from the sum of the amounts recorded under the captions "loans and borrowings" in current liabilities and "loans and financing" in long-term liabilities.
§ 2 Out of the two values that, in each quarter, exceed the percentage of retention of financial availability provided for in this Article, it will be distributed as a dividend, or paid as interest on capital, corresponding to the quarter with the lowest retention excess, deducting from such excess the dividends or interest on capital already declared but not yet paid.
§ 3 Once verified the hypothesis set forth in the preceding paragraph, the statutory clause expressed in this article shall only be applied after the four quarters following the last of the quarters involved in the calculation of the excessive retention.
§ 4 The distribution of dividends, or the payment of interest on capital, will be made within the fiscal year following the end of the quarters involved in the calculation of the excessive retention.
§ 5 The Company shall not, unless authorized by over half of the holders of preferred stocks, constitute subsidiary with the exclusive purpose of managing its own resources.
§ 6 The modification of this statute can only be decided by the General Meeting, with the prior approval of the holders of more than half of the preferred stocks, at a special meeting.
Art. 41 The Company, its shareholders, directors and members of the Fiscal Council undertake to resolve by arbitration before the Market Arbitration Chamber, any dispute or controversy that may arise between them, related to or arising in particular from the application, validity, effectiveness, interpretation, violation and effects of the provisions contained in Law No. 6.404/76, in this Statute, the rules issued by the National Monetary Council, the Central Bank of Brazil and the SEC, as well as other rules applicable to the operation of the capital market in general, and those contained in Level 2 Regulation, the Sanctions Regulations (as defined in Level 2 Regulation), the Participation Agreement on Level 2 of Corporate Governance and Arbitration Rules.
§ 1. Brazilian law is the only applicable to the merits of any and all dispute, as well as the implementation, interpretation and validity of this arbitration clause. The arbitration shall take place in the City of São Paulo, State of São Paulo, where it should be given the award. The arbitration shall be managed by the Market Arbitration Chamber, conducted and judged in accordance with the relevant provisions of the Regulations of the Market Arbitration Chamber ("Arbitration Rules").
§ 2 The rules applicable to the arbitration shall be the Arbitration Rules in effect on the date such arbitration is initiated, binding the parties and arbitrators.
Art. 42 The Company may be dissolved and liquidated in the cases set forth by law.
Art. 43 The cases omitted in this Bylaws shall be regulated by the legal provisions in force, applicable to the kind, observing the Level 2 Regulation.
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