ARTICLE 26 – The Company‘s exit from Novo Mercado may take place as a result of: (i) the decision made by the controlling shareholder or the Company; (ii) the default to obligations of Novo Mercado‘s Regulation; and (iii) the cancellation of the Company‘s register of publicly-traded company or the conversion of the register category in the CVM, event of which shall comply with the provision in the laws and regulations in force.
Section I – Voluntary Exit
ARTICLE 27 – The Company‘s voluntary exit from Novo Mercado shall be submitted to B3 S.A. – Brasil, Bolsa, Balcão (“B3”), which shall only be granted if preceded by OPA complying with procedures provided at the regulation enacted by CVM on tender offers for the cancellation of register of publicly-traded company.
ARTICLE 28 – The OPA referred to in the foregoing article shall comply with the following requirements: (i) the offered price shall be fair; there fore, the request for new assessment of the Company may be possible as set forth in the corporate laws; and (ii) shareholders holding over one third (1/3) of the outstanding shares shall accept the OPA orexpressly agree on the exit from the segment without selling the shares.
Paragraph 1 – For purposes of this article, outstanding shares are considered only as those which holders expressly agree on the exit from Novo Mercado or are qualified for the OPA auction, pursuant to the regulations enacted by CVM, applicable to the public offerings for the acquisition of shares issued by publicly-traded companies for the cancellation of register.
Paragraph 2 – Upon reaching the quorum provided for in item “ii” of the head: (i) those accepting the OPA may not be submitted to any proration in the disposition of their shareholding, in compliance with the waiver procedures as for the limits provided for in the regulation enacted by CVM, applicable to tender offers; and (ii) the offering party shall be required to acquire the remaining outstanding shares, within one (1) month of the date of the auction, at the final price of the OPA auction, adjusted until the date of the actual payment, pursuant to the terms of the notice and the laws and regulation in force, which shall be made within, as a maximum, fifteen (15) days of the date of the exercise of the authorization by the shareholder.
ARTICLE 29 – The Company‘s voluntary exit from Novo Mercado may take place regardless of the performance of the OPA mentioned in article 27, in event of waiver approved at the shareholders‘ meeting
Paragraph 1 – The shareholders‘ meeting referred to in the head shall be convened in first call with the attendance of shareholders representing at least two thirds (2/3) of all outstanding shares.
Paragraph 2 – If the quorum in Paragraph 1 is not reached, the shareholders‘ meeting may be convened in second call, with the attendance of any number of shareholders holding outstanding shares.
Paragraph 3 – The resolution on the waiver to perform the OPA shall take place through the majority of votes cast by the shareholders holding outstanding shares attending the shareholders‘ meeting.
Section II – Compulsory Exit
ARTICLE 30 – The enforcement of the sanction to the Company for the compulsory exit from Novo Mercado depends on the performance of OPA with the same characteristics as the OPA as a result of the voluntary exit from Novo Mercado.
Sole paragraph. In event of failure to reach the percentage for exit from Novo Mercado, after the OPA performance, the shares issued by the Company shall be traded for six (6) months in such segment as from the performance of the OPA auction, without prejudice to the enforcement of any monetary sanction provided for in Novo Mercado‘s Regulation.
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