Novo Mercado

In 2001, the Bovespa introduced three special listing segments, known as Level 1 and 2 of Differentiated Corporate Governance Practices and "Novo Mercado".

The listing segments were designed for the trading of common (voting) shares issued by companies voluntarily undertaking to abide by corporate governance practices and disclosure requirements in addition to those already imposed by Brazilian law. These rules generally increase shareholders‘ rights and enhance the quality of information provided to shareholders.

Springs is listed in Novo Mercado since its Initial Public Offer, in 2007. To be listed on the Novo Mercado, in addition to the obligations imposed by current Brazilian law, an issuer must meet all of the following requirements:

  • ensure that shares of the issuer representing at least 25% of its total capital are effectively available for trading (free float);
  • grant full tag-along rights to all shareholders in connection with a transfer of control of the company;
  • have a board of directors comprised of at least five members, with 20% of independent Board members and with terms limited to a maximum of two years;
  • follow stricter disclosure policies with respect to transactions made by controlling shareholders, directors and officers involving securities issued by the issuer; and
  • comply with minimum quarterly disclosure standards and hold public meetings with financial analysts and any other interested third parties at least once a year to present information regarding its financial and economic position, projects and prospects.