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Article 1. Springs Global Participações S.A. ("Company") is a joint-stock company governed by these Articles of Incorporation and by the legal provisions applicable thereto.
§ 1. With the admission of the Company to the Novo Mercado of B3 S.A. - Brasil, Bolsa, Balcão ("B3"), the Company, its shareholders, including controlling shareholders, managers and members of the Fiscal Council, when installed, are subject to the provisions established in the Novo Mercado Regulation.
§ 2. The provisions established in the Novo Mercado Regulation shall prevail over the provisions established herein in the event of prejudice to the rights of the addressees of the public offers provided for in these Bylaws.
Article 2. The Company’s object shall be to hold interest in other companies, whether in Brazil or abroad.
Article 3. The Company’s registered office and jurisdiction shall be in the city of Montes Claros, State of Minas Gerais, at Av. Lincoln Alves dos Santos, 955, Distrito Industrial, CEP 39404-005, with offices in the city of São Paulo, State of São Paulo, at Av. Paulista, 1754, 2ª sobreloja, parte, Cerqueira César, CEP 01310-920, whereas the Company may, by decision of the Board of Directors, open, transfer and close subdivisions, branches, agencies, departments, offices, warehouses, or any other establishments anywhere in the domestic territory or abroad.
Article 4. The Company’s term of duration is indeterminate..
Article 5. The Company’s capital stock is of R$ 1.860.263.807,68, fully subscribed and paid-in, divided into 50,000,000 common shares, all of which are nominative, book-entry, and with no par value.
§1. The capital stock shall always be divided exclusively into common shares, whereas issue of preferred shares is prohibited..
§2. The Company’s shares are book-entry, kept in a deposit account in the name of the holders thereof, at a financial institution authorized by the Brazilian Securities Commission (Comissão de Valores Mobiliários), and selected by the Board of Executive Officers, whereas no certificates shall be issued, and the shareholders shall bear the cost for the transfer of shares charged by the depository financial institution, subject to the limits occasionally established by the laws in force.
§3. Each common share shall entitle its holder to one vote at the Shareholders Meeting.
Article 6. The capital stock may be increased without an amendment hereto, by resolution of the Board of Directors, which shall establish the conditions to issue, up to the limit of 62,500,000 common shares.
§1. The Board of Directors shall be responsible for establishing the issue price and the number of shares to be issued, as well as the time limit and conditions for payment, provided, however, that payment of shares with assets shall be subject to approval of the respective appraisal report by the Shareholders Meeting, under the law.
§2.Within the limit of the authorized capital stock, the Board of Directors may further:
(a)resolve upon the issue of subscription bonuses;
(b) according to the plan approved by the Shareholders Meeting, grant a purchase option to its managers or employees, or to individuals performing services to the Company or companies under the latter’s control, with no shareholders’ right of first refusal as regards such grant of purchase option or subscription of shares; and
(c) approve capital stock increase by means of capitalization of profits or reserves, with or without share bonuses.
Article 7.Issue of new shares, debentures convertible into stock, or subscription bonuses, the placement of which is by means of listing in the stock market, public subscription, or exchange for shares in a public offer for acquisition of control under articles 257 to 263 of Law nº 6.404/76, or, further, under a special law governing tax incentives, may take place without granting the right of first refusal to the shareholder as regards subscription, or with reduction of the minimum time limit established by law for exercise thereof.
Article 8. Issue of beneficiary parties is prohibited.
Article 9. The Shareholders Meeting shall convene annually within the first four months following the end of the corporate year, and extraordinarily whenever the corporate interests or the law so require.
§1. The Shareholders Meeting shall be called by the Board of Directors pursuant to, and within the time limits established by law.
§2. The Shareholders Meeting shall be installed and chaired by the Chairman of the Board of Directors or, in the latter’s absence, by another director, or further, in the absence of the Company’s other directors, by an Executive Officer who is a shareholder. The chairperson of the Shareholders Meeting shall select one of the attending individuals to act as the secretary.
Article 10. To participate in the Shareholders Meeting, the shareholder or their legal representative must submit, on the date when the respective Meeting is convened: (i) proof of shareholder status issued by the depositary institution at which their book-entry shares are deposited, dated of up to two business days preceding the date when the Shareholders Meeting is convened; and (ii) power of attorney duly perfected under the law and these Bylaws.
Article 11. Resolutions at the Shareholders Meeting, save for the exceptions established by law and these Articles, shall be taken by absolute majority of shareholders’ votes.
Article 12. Without prejudice to the other faculties established by laws and these Articles, the Shareholders Meeting shall be exclusively responsible for:
(a) taking the management accounts, examining, discussing, and voting on the financial statements;
(b) resolving, pursuant to the proposal submitted by the Board of Directors, upon the destination of the corporate fiscal year’s net profit and distribution of dividends;
(c)electing and dismissing the members of the Board of Directors and Fiscal Council, if installed.
Article 13. The Company’s management shall be incumbent upon the Board of Directors and the Board of Executive Officers..
Article 14.To be vested in office, the managers and Fiscal Council members, both effective and alternates, must sign the instrument of investiture, which shall state that they are subject to the arbitration clause referred to in article 43 hereof, and their acceptance of the Novo Mercado Regulation..
§1. The Company managers must adhere to the Company’s Manual of Disclosure and Use of Information, and Policy for Trading Securities issued by the Company, upon signature of the respective Instrument.
§2. To be vested in office, a member of the Board of Directors residing and domiciled abroad must appoint a legal representative residing in the country, to whom specific powers shall be granted to be served summons, by means of a power of attorney executed pursuant to paragraph 2 of article 146 of Law nº 6.404/76.
§ 3. The members of the Board of Directors and of the Board of Executive Officers shall remain in their offices until new elected members are vested in office.
Article 15. The Shareholders Meeting shall establish the global amount of the managers’ compensation, whereas the distribution thereof shall be incumbent upon the Board of Directors, which shall take into account the responsibilities, time allocated to the functions, competence, professional reputation, and the value of the respective services in the market.
Article 16. The Board of Directors shall be composed of, at least, five (5) members, and, at most, seven (7) members, all of whom shall be elected and subject to dismissal by the Shareholders Meeting, with a unified term of office of one (1) year, reelection being permitted.
§1. § 1. The management period for each member of the Board of Directors shall end on the date of the first Annual Shareholders Meeting held following their election.
§2. The Board of Directors may adopt Internal Regulations, which shall provide, among other matters deemed to be convenient, for the operation of the board and of advising committees subordinated thereto, rights and duties of the members of the Board of Directors, and the Board of Directors’ relationship with the Board of Executive Officers and other corporate boards.
§3. From the members of the Board of Directors, at least two (2) or twenty per cent (20%), whichever is higher, must be independent members, pursuant to the Novo Mercado Regulation, whereas the characteristics of the nominees as independent members of the Board of Directors shall be resolved upon at the Shareholders Meeting that elects them.
§4. When, as a result of the calculation of the percentage referred to in the preceding paragraph, the outcome is a fraction, the Company shall round it up to the immediately higher integer.
§5. The member of the Board of Directors must be reputable, whereas the following cannot be elected, save for permission by the Shareholders Meeting:
(a) individuals who hold office or position, especially in the management, advisory board or Fiscal Council, in other legal entities that may be deemed as Company’s competitors in the market;
(b) individuals holding or representing interests that are conflicting with the Company.
(b) if the candidate has, cumulatively (i) been elected by a shareholder or Group of Shareholders who also have elected a manager or member of the statutory board or audit committee of a corporation that is a market competitor and (ii) he is not characterized as an Independent Director in relation to shareholder(s) that has(have) elected him.
Article 17. The Shareholders Meeting that elects the Board of Directors shall elect, from the directors, the Chairman of the Board of Directors. In the event of the Chairman’s impediment or permanent absence, the office at hand shall be taken by a Director elected by the other members of the Board of Directors. In the event of vacancy of any of the other Directors’ office, the other members of the Board of Directors shall appoint a substitute to take the vacant office for the remaining term of office of the replaced Director, subject to the criteria established in § 3 of Article 16, if the vacant office is that of an Independent Director.
Sole Paragraph. The offices of Chairman of the Board of Directors, and Company’s Chief Executive Officer may not be held by the same person.
Article 18. As regards election of the members of the Board of Directors, the shareholders shall be entitled to require adoption of multiple vote, pursuant to the regulations in force.
S§ 1. Immediately after receiving the request therefor, the Company shall disclose a notice to the shareholders informing that the election of the members of the Board of Directors shall take place by means of multiple vote.
§ 2. After the Shareholders Meeting is convened, the Chairperson shall calculate, based on the Shareholders’ Attendance Book and the number of shares held by the attending shareholders, the number of votes each shareholder shall be entitled to. Each shareholder shall have the right to accumulate the votes to which same is entitled on a single candidate, or to distribute them among different candidates.
§ 3. Candidates to whom the higher number of votes is casted shall be declared elected.
§ 4. In the event of a tie in the voting for the offices, a new voting shall take place pursuant to the same process among the candidates who received the same number of votes.
§ 5. Whenever the election is by the multiple vote system, dismissal of any member of the Board of Directors by the Shareholders Meeting shall imply dismissal of the other members, in which event a new voting shall take place; in the other events of vacancy, the first Shareholders Meeting shall elect the entire Board of Directors.
Article 19. The Board of Directors shall meet ordinarily once every quarter, and extraordinarily whenever required. Meetings of the Board of Directors must be called by at least two Directors, by means of written notice of call, which shall provide, in addition to the place, date and time for the meeting, the agenda and the documentation to be discussed at the meeting.
Article 20. Meetings of the Board of Directors shall be convened, at first call, with attendance of the majority of its members, and at second call with the attendance of any number of Directors.
§ 1. The Directors may participate in the meetings of the Board of Directors by means of conference call, videoconference, or any other communication means that allows the Director’s identification and simultaneous communication with the other individuals attending the meeting. In this case, they shall be considered to be attending the meeting and must sign the respective minutes of the meeting.
§ 2. No member of the Board of Directors may be granted access to information, participate in resolutions and discussions by the Board of Directors or any management boards, vote or intervene, in any way whatsoever, whether directly or indirectly, in occasions of conflicting interest with the Company’s interests, under the Law.
Article 21. Resolutions by the Board of Directors shall be taken by majority of votes, whereas each Director shall be entitled to one vote.
Article 22. Without prejudice to other attributions established by law or these Articles of Incorporation, the Board of Directors shall be exclusively responsible for resolving upon the following matters:
(a) regulation of the Company’s activities, with powers to assess and discuss any matter that is not incumbent exclusively upon the Shareholders Meeting or the Board of Executive Officers;
(b) establishment of the general guidance for the Company’s businesses;
(c) election and dismissal of Company’s Executive Officers;
(d) establishment of the attributions of the Company’s Executive Officers, including appointment of an Chief Investor Relations Officer, whenever applicable;
(e) calling of the Shareholders Meeting whenever deemed convenient or under the provisions of Article 132 of Law nº 6.404/76;
(f) inspection of the Executive Officers’ activities, examining, at any time, the Company’s books and documents, and requesting information regarding executed agreements, or agreements to be executed, as well as any other acts;
(g) examination of the Company’s quarterly results;
(h) appointment and dismissal of the Company’s independent auditors;
(i) calling of the Company’s auditors to provide the explanations deemed required;
(j) indication of opinion regarding the Board of Executive Officers’ reports and accounts, as well as submission thereof to the Shareholders Meeting;
(k) establishment or dissolution of subsidiaries and acquisition by the Company of interest in other companies;
(l) performance of inspections, audit or rendering of accounts at the Company’s subsidiaries, controlled or affiliate companies, as well as foundations sponsored by the Company;
(m) indication of opinion regarding any matter before the respective submission to the Shareholders Meeting;
(n) indication of favorable or contrary opinion as regards any public share acquisition offer, whose object is shares issued by the Company, by means of prior predicated opinion disclosed within up to fifteen days following publication of the notice of the public share acquisition offer, which shall discuss, at least (i) convenience and opportunity of the public share acquisition offer as regards the Company’s and the shareholders’ interest, including with respect to the price and potential impacts on the shares’ liquidity, (ii) the strategic plans disclosed by the offering party as regards the Company, (iii) alternatives to the acceptance of the public acquisition offer regarding the shares available in the market; and (iv) other issues that the Board of Directors deems to be pertinent, as well as information required by the applicable rules established by the Brazilian Securities Commission;
(o) resolution upon the issue of debentures not convertible into shares, as well as debentures convertible into shares within the limits of the authorized capital stock;
(p) approval of, and amendment to the Board of Directors’ Internal Regulation;
(q) acquisition of shares issued by the Company for maintenance in the treasury department, cancellation, or subsequent sale;
(r) offer by the Company of any guarantees to third parties;
(s) authorization of:
i. acquisition, disposal of, commitment, assignment, exchange, accord and satisfaction, rounding up, and transfer of ownership or possession of real estate;
ii. mortgage, pledge, liens and encumbrances of real estate, chattel and movable property, titles, policies, and any and all valuables;
iii. contracting of loans and credit facilities, offering of guarantees and warranties regarding third parties’ obligations, transfer of rights and shares, and confession of debts; refinance or restructuring of a material nature of indebtedness by the Company (except for rotating credit facilities approved in advance);
iv. acquisition, subscription or disposal of shares or quotas representing the capital stock of other companies at which it holds interest;
(t) execution, amendment to, or termination, by the Company or any of its subsidiaries, of any contract, commitment, or agreement between, on the one hand, the Company or one of its subsidiaries, and on the other hand, any Controlling Shareholder or Party Related to any Controlling Shareholder of the Company, or, further, waiver of any of the Company’s or its subsidiaries’ rights resulting from, or related to such contracts, commitments or agreements.
CHAPTER VI - Board of Executive Officers
Article 23. The Board of Executive Officers is the board that represents the Company, and it is responsible for all acts of management of the corporate businesses.
Article 24. The Board of Executive Officers shall be composed of at least two (2) and a maximum of four (4) members, whether shareholders or not, residing in the country, who shall be elected and subject to dismissal by the Board of Directors, whose unified terms of office shall be of one (1) year, reelection being permitted, of whom one shall be the Chief Executive Officer, one shall be a Chief Corporate Affairs Officer, one shall be a Chief Investor Relations Officer, and one Executive Officer shall have no specific designation.
§ 1. The members of the Board of Directors, up to a maximum of one third, may be elected as Executive Officers.
§ 2. Should the Board of Executive Officers’ membership be incomplete, the functions shall be accumulated by any one of the Executive Officers, as indicated by the Board of Directors.
Article 25. In performing their functions, the Executive Officers, subject to compliance with the provisions established by Law and these Articles of Incorporation, shall act in perfect harmony, whereas the Chief Executive Officer shall be responsible for:
(a) Calling, convening, and presiding the Board of Executive Officers meetings;
(b) Supervising, coordinating, controlling, and commanding performance of the respective plans relating to the industrial, commercial, administrative, and financial departments as established by the Board of Directors;
(c) Preparing and requiring compliance with the Company’s annual budget;
(d) Representing the Company as plaintiff or defendant, either in or out of court, before authorities, professional associations, public and private agencies; and
(e) Maintaining a permanent connection between the Board of Executive Officers and the Board of Directors;
The other three Executive Officers shall be responsible for:
(a) Complying with the attributions established by the Board of Directors, internal regulations or the Chief Executive Officer.
Article 26. In addition to the attributions and powers established by Law and referred to in these Articles of Incorporation, the Board of Executive Officers may further, subject to signature by one of the Executive Officers, always jointly with the Chief Executive Officer while performing their functions, and bearing the Company’s interest in mind, perform the following acts: sign proposals to open bank accounts and operate same, issue and endorse checks, make withdrawals upon receipts, authorize debits, transfers and payments by means of letters, request balances, account statements, and request check books for use by the Company, signing the required receipts and giving release, operate the account linked to the FGTS - Mandatory Indemnity Fund, receive any amounts payable to the Company, signing the required receipts and giving release, issue, accept and endorse invoices, cash, guarantee, and deliver for collection by the bank invoices, bills of exchange, checks, and promissory notes, signing the respective proposals and bank reports, guarantee and cash warrants, bills of landing, propose discounts, abatements and extensions of maturities of titles, protest and return payment slips.
Article 27. The Chief Executive Officer’s signature shall be required to appoint attorney-in-fact or attorneys-in-fact to represent the Company, to grant powers to represent same as plaintiff and defendant, whether in or out of court, to contract loans, as well as to execute agreements in general, by means of public or private instrument.
Article 28. The Company shall have a non-permanent Fiscal Council, composed of three to five standing members and the same number of substitutes, who shall be elected by the Shareholders Meeting. The Fiscal Council’s attributions and duties shall be established by law, and the member’s compensation shall be established by the Shareholders Meeting that elects them.
Article 29. For the purpose of election of the Fiscal Council’s members, it should be ascertained whether the candidate qualifies in any of the ineligibility or assumed conflict hypotheses provided for in Law nº 6.404/76, and the Brazilian Securities Commission’s regulation.
Article 30. The fiscal year shall commence on January 1st and end on December 31st each year. At the end of each fiscal year, the financial statements established by law shall be prepared.
Article 31. In each fiscal year, the shareholders shall be entitled to mandatory dividend equivalent to 1/3 of the year’s net profit, adjusted as follows:
(a) the net profit of the fiscal year shall be decreased or added by the following values:
i. the sum allocated to compose the legal reserve; and
ii. the sum allocated to compose a reserve for contingencies, and the reversal of such reserved composed in preceding years;
(b) payment of the dividend provided for in the caption of this Article may be limited to the fiscal year’s earned net profit, provided the difference is recorded as reserve for profits to be realized; and
(c) profits booked as unrealized income reserve, whenever realized and not absorbed by losses in subsequent years, shall be added to the first declared dividend following realization.
§ 1. The dividend established in this Article shall not be mandatory in the fiscal year when the Board of Directors informs the Annual Shareholders Meeting that it is incompatible with the Company’s financial condition; the Fiscal Council, if installed, shall issue an opinion regarding such information and the Company’s managers shall forward to the Brazilian Securities Commission, within five days following the holding of the Shareholders Meeting, a justification for the information provided to the Shareholders Meeting.
§ 2. Profits that fail to be distributed pursuant to § 1 above shall be booked as special reserve, and, if same are not absorbed by losses in subsequent years, they shall be paid as dividend as soon as the Company’s financial condition so permits.
Article 32. The Company shall maintain an Reserve for Investments, to whose composition a 63% portion of each year’s adjusted net profit may be allocated, by proposition of the Board of Directors, for the purpose of: (i) guaranteeing the funds for development of its controlled companies’ activities, without prejudice of profit retention under Article 196 of Law 6.404/76, whereas such reserve may further (ii) be employed in operations of redemption, reimbursement, or acquisition of Company’s capital shares.
§ 1. The Reserve for Investments shall not exceed 80% of the capital stock, and composition thereof shall observe, in any event, the minimum mandatory dividend provided for in the caption of Article 30 hereof.
§ 2. The Shareholders Meeting, by proposition of the Board of Directors, may, at any time, distribute dividends booked against the Reserve for Investments, or allocate the balance thereof, wither fully or partially, to increase the capital stock, including with bonuses on new shares.
Article 33. The Company, by resolution of the Board of Directors, may draw up semiannual, quarterly, or monthly balance sheets, as well as declare dividends booked against the account of profits ascertained in such balance sheets. The Company, by resolution of the Board of Directors, may further declare interim dividends booked against the accounts of accumulated profits or profit reserve existing in the latest annual or semiannual balance sheet.
Article 34. The Board of Directors may pay or credit, in each fiscal year, ad referendum by the Annual Shareholders Meeting that assesses the financial statements regarding the year, interest on equity, under the laws governing income tax.
Article 35. Distributed dividends and interest on equity credited pursuant to Article 33 and Article 34 shall be imputed to the mandatory dividend.
Article 36. Non-received or unclaimed dividends shall be forfeited within three years as of the date when they are made available to the shareholder and shall inure to the Company’s benefit.
Article 37. The Shareholders Meeting may attribute profit sharing to the Company’s managers, subject to the statutory limit.
Sole Paragraph. Profit sharing may only be attributed within the year when the mandatory dividend is distributed to the shareholders as provided for in Article 31.
CHAPTER IX - Disposal of Control, Cancellation of Registration as Publicly-held Company, Withdrawal from New Market and Protection of Equity Dispersion
Disposal of Control
Article 38. Direct or indirect disposal of the Company’s control, both by means of a single operation, and by means of successive operations, must be the object of an agreement that establishes the condition that the acquirer undertakes to perform a public share acquisition offer, the object of which is the Company’s shares held by the other shareholders, subject to the conditions and time limits established by the laws and regulations in force, and by the Novo Mercado Regulation, in order to guarantee that they will be treated the same as the disposing party.
Cancellation of Registration as Publicly-Held Company
Article 39. Should, at a Shareholders Meeting, cancellation of the Company’s registration as publicly-held company be approved, the Controlling Shareholder or the Company shall perform a public acquisition offer regarding the shares held by the other Company’s shareholders, whereas the minimum price to be offered shall correspond to the fair price ascertained in an assessment report prepared in accordance with the applicable legal and regulating rules.
Protection of Equity Dispersion
Article 40. Any Purchaser Shareholder (pursuant to the definition below) who acquires or becomes the holder of shares issued by the Company, including as a result of beneficial ownership that guarantees shareholder’s political rights, in an amount equal to, or in excess of 25% of the total shares issued by the Company, excluding, for the purposes of this calculation, the shares in the treasury department, must, within 60 days as of the date of acquisition or event that resulted in holding such amount of shares, perform or request registration of a public acquisition offer of the totality of the shares issued by the Company ("Protection OPA "), subject to the provisions established in the applicable regulations of the Brazilian Securities Commission, B3 regulations, and the terms established in this Chapter.
§ 1. The price to be offered for the shares issued by the Company object of the Protection OPA ("Offer Price") shall be the highest among:
(a) the fair price, understood as the value assessed by the Company, ascertained by means of employing acknowledged methodology or based on other criteria that may be established by the Brazilian Securities Commission, pursuant to the assessment report prepared by an internationally recognized institution with proven experience in economic-financial assessment of publicly traded corporations, whereas the review of the offer value in accordance with § 3 of this Article shall be guaranteed;
(b) 125% of the share issue price in any capital stock increase performed by means of public distribution taking place within the 12-month period preceding the date when performance of the Protection OPA becomes mandatory under this Article, duly restated pursuant to the indexation of IGP-M or equivalent index that may replace it, up to the time of payment; and
(c) 125% of the weighed average unit listing of the shares issued by the Company during the 90-day period preceding publication of the Protection OPA notice.
§ 2. The Protection OPA must necessarily comply with the following principles and procedures, in addition, where applicable, to other principles and procedures established in Article 4 of CVM Instruction nº 361 of 05/Mar/02, or another rule that may replace it:
(a) it shall be addressed indistinctly to all Company’s shareholders;
(b) it shall be carried out in an auction to be performed at B3;
(c) it shall be performed in order to guarantee equal treatment to the addressees, allowing them access to information regarding the Company and the offering party, and providing them with the elements required to make an informed and independent decision as regards the public offer;
(d) it shall be irreversible and irrevocable following publication of the offer notice, pursuant to CVM Instruction nº 361/02, except for the provisions of § 5 of this Article;
(e) it shall be booked for the price established in accordance with the provisions of this Article and paid cash, in domestic currency; and
(f) it shall be accompanied by the Company’s assessment report, which shall be prepared by means of employing acknowledged methodology or based on other criteria that may be established by the CVM, by an internationally recognized institution with proven experience in economic-financial assessment of publicly traded corporations, having no conflict of interest that hinders the independence required to perform its functions.
§ 3. The shareholders holding at least 10% of the Company’s shares, whereas the shares held by the Purchaser Shareholder shall be excluded from this calculation, may require the Company’s managers to call a Special Shareholders Meeting to allow the shareholder holding such shares to resolve upon performance of a new assessment of the Company for the purpose of reviewing the Offer Price, the report of which must be prepared pursuant to the same criteria as the assessment report referred to in item (f) of § 2 of this Article, in accordance with the procedures established in Article 4-A of Law nº 6.404/76, and in compliance with the provisions set forth in the applicable CVM regulation, B3 regulations and under this Chapter.
§ 4. At the Shareholders Meeting referred to in § 3 above, only shareholders holding the Company’s shares may vote, excluding the Purchaser Shareholder.
§ 5. Should the Special Shareholders Meeting referred to in § 3 above resolve in favor of performing new assessment and should the report ascertain a value higher than the initial Protection OPA value, the Purchaser Shareholder may give it up, in which event the latter shall undertake to comply, where applicable, with the procedure established in Articles 24 and 28 of CVM Instruction nº 361/02, and to dispose of the excess interest within three months as of the date of that same Special Shareholders Meeting.
§ 6. The requirement of Protection OPA set forth in the caption of this Article shall not exclude the possibility of another Company’s shareholder, or, as the case may be, the Company itself, making another public offer, either concurring or isolated, under the applicable regulation.
§ 7. The obligations established in Article 254-A of Law nº 6.404/76, and in Articles 48 to 50 of these Articles of Incorporation do not exclude compliance by the Purchaser Shareholder with the obligations established in this Article.
§ 8. The provisions established in this Article shall not apply in the event that a person becomes the holder of shares issued by the Company in an amount in excess of 25% of the shares issued by the latter as a result of:
(a) consolidation of another company by the Company or of the Company by another company;
(b) merger of another company’s shares by the Company or of the Company’s shares by another company;
(c) subscription of the Company’s shares performed in a single primary issue approved at a Shareholders Meeting called by the Board of Directors, whose proposal for capital increase determines the establishment of the share issue price based on the Economic Value secured from a Company’s assessment report prepared by a specialized institution that complies with the requirements established in Article 43 of these Articles of Incorporation; or
(d) Protection OPA in compliance with the provisions of this Article.
§ 9. The provisions of this Articles shall not apply, further, to the Company’s shareholders who hold 25% or more of the total shares issued by the Company on the date of its registration as a publicly traded corporation at the Brazilian Securities Commission and respective successors, including and specially shareholders controlling the Company, as well as such controlling shareholders’ members/shareholders that may succeed them in the direct interest in the Company as a result of corporate reorganizations; therefore, such provisions shall be applicable exclusively to those investors who acquire shares and become Company’s shareholders after securing of its registration as a publicly traded corporation with the Brazilian Securities Commission and the start of negotiation of shares issued by the Company at B3.
§ 10. Following publication of a Protection OPA notice, prepared under this Article, including determination of the Offer Price, or prepared pursuant to the regulation in force, the Board of Directors shall meet within 10 days to assess the terms and conditions of the Protection OPA, in compliance with the following principles:
(a) the Board of Directors may engage specialized external advisory service that complies with the provisions established in item (e) of § 2 above, for the purpose of analyzing the offer’s convenience and opportunity, in the shareholders’ general interest and in the interest of the economical segment at which the Company’s controlled companies are active; and
(b) the Board of Directors shall be responsible for justifiably disclosing to the shareholders its understanding as regards the Protection OPA’s convenience and opportunity.
§ 11. For the purpose of calculation of the 25% percentage of the total shares issued by the Company as described in the caption of this Article, involuntary additions of shareholding interest resulting from cancellation of shares in the treasury department, redemption of shares, or decrease of the Company’s capital stock with cancellation of shares shall not be considered.
§ 12. The provisions of the Novo Mercado Regulation shall prevail over the provisions hereof in the event of loss of rights by the addressees of the public offers established in these Articles of Incorporation.
§ 13. Should the Purchaser Shareholder fail to comply with the obligations established in this Article, including as regards compliance with the time limits (i) to perform or request registration of the Protection OPA, or (ii) to comply with occasional requests or requirements by the CVM, the Company’s Board of Directors shall call a Special Shareholders Meeting, at which the Purchaser Shareholder shall not be entitled to vote, to resolve upon the suspension of exercise of the Purchaser Shareholder’s rights, as provided in Article 120 of Law nº 6.404/76.
Article 41. For the purposes of these Articles of Incorporation, the following capitalized terms shall have the meaning ascribed thereto below:
(a) "Purchaser Shareholder" shall mean any person (including, for example, any individual or legal entity, investment fund, condominium, securities portfolio, universality rights, or another form of organization, residing, domiciled or seated in Brazil or abroad), or group of persons bound by a voting agreement to the Purchaser Shareholder and/or representing the same interest as the Purchaser Shareholder, who may subscribe and/or acquire Company’s shares. Included among the examples of a person representing the same interest as the Purchaser Shareholder is any person (i) who is directly or indirectly controlled or managed by such Purchaser Shareholder; (ii) who controls or manages, in any way, the Purchaser Shareholder; (iii) who is directly or indirectly controlled or managed by any person who controls or manages, directly or indirectly, such Purchaser Shareholder; (iv) in which such Purchaser Shareholder’s controller holds, directly or indirectly, corporate interest equal to, or in excess of 30% of the capital stock; (v) in which such Purchaser Shareholder holds, directly or indirectly, a corporate interest equal to, or in excess of 30% of the capital stock; or (vi) who holds, directly or indirectly, corporate interest equal to, or in excess of 30% of the Purchaser Shareholder’s capital stock.
(b) "Controlling Shareholder" shall mean the shareholder or Group of Shareholders exercising the Company’s Controlling Power.
(c) "Controlling Power" or "Control" shall mean the power effectively employed to direct corporate activities and guide operation of the Company’s boards, either directly or indirectly, factually or legally, regardless of the held corporate interest. There is relative assumption of hold of Control as regards the person or Group of Shareholders holding shares entitling same to the absolute majority of votes by the shareholders attending the three latest Company’s Shareholders Meeting, even if same are not the holder of shares entitling them to the absolute majority of the voting capital.
(d) "Group of Shareholders" shall mean a group composed of one or more persons (i) bound by contracts or agreements of any nature whatsoever, including shareholders’ agreement, whether verbal or written, either directly or by means of Controlled companies, Controlling companies or companies under common Control; or (ii) between whom there is a Control relationship, either directly or indirectly; or (iii) under Common Control; or (iv) who represent a common interest. Included among the examples of persons representing common control are (a) one person holding, directly or indirectly, corporate interest equal to, or in excess of 15% of the other person’s capital stock; and (b) two persons who have a third investor in common holding, directly or indirectly, corporate interest equal to, or in excess of 15% of each of the two persons’ capital stock. Any joint ventures, investment funds or clubs, foundations, associations, trusts, condominiums, cooperatives, securities portfolios, universalities of rights, or any other form of organization or enterprise established in Brazil or abroad shall be deemed as part of a same Group of Shareholders whenever two or more of such entities are (x) managed or administrated by the same legal entity or by parties related to the same legal entity; or (y) have most of their managers in common.
Article 42. The Company shall be dissolved and liquidated in the events provided by law, whereas the Shareholders Meeting shall be responsible for establishing the mode of liquidation and shall elect the liquidator, or liquidators, and the Audit Committee, which shall operate throughout the liquidation period, determining their powers and compensation.
Article 43. The Company, its shareholders, Managers, and Audit Committee members, both standing and substitutes, if any, undertake to settle, by means of arbitration, before the Market’s Arbitration Chamber, under the regulations thereof, any dispute that may arise among them relating to, or resulting from their status as issuer, shareholders, managers and audit committee members, especially those resulting from the provisions established by Law nº 6.385/76, Law nº 6.404, the Company’ by-laws, rules issued by the National Monetary Council, by the Central Bank of Brazil, and by the Brazilian Securities Commission, as well as the other rules applicable to the operation of the capital market in general, in addition to those set forth in the Novo Mercado Regulation, the other B3 regulations, and the Novo Mercado Participation Agreement.
Article 44. Contingencies not covered hereby shall be settled by the Shareholders Meeting, based on the laws applicable to the issue, subject to the Novo Mercado Regulation.
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