ARTICLE 5 – The Company‘s share capital, fully subscribed and paid-in, is one billion, seven hundred and sixty-five million, two hundred and seventy-eight thousand, four hundred and sixty-six Brazilian Reais and ninety-four cents (R$1,765,278,466.94), divided into three hundred and thirty-nine million (339,000,000) common, registered and book-entry shares with no par value.
Paragraph 1 – Every common share corresponds to one vote at the Shareholders‘ Meetings.
Paragraph 2- The Company may not issue preferred shares or beneficiary parts.
Paragraph 3 – After paying three-fourths (3/4), at least, of the share capital, the company may increase it by means of public or private subscription to shares. The capital increases may be paid by using any assets and rights, including credits, provided that susceptible to assessment in cash; however, the payment upon the offering and the compromise of future income that may be generated by the company shall not be made.
Paragraph 4 – The Company‘s share capital may be increased regardless of any amendment to the bylaws, by resolution of the Board of Directors, which shall set the issuance conditions, until the limit of 459,200,000 common shares. The share capital may be further increased without any amendment to the bylaws, by resolution of the Board of Directors, upon capitalizing the reserves with or without change in the number of shares.
Paragraph 5 – In the proportion of the number of shares held, the shareholders shall have preemptive right to subscribe to the capital increase, pursuant to article 171 of Law No. 6.404/76. The preemptive right may be assigned in full or in part to further shareholders, which exercise shall be made in proportion to their shareholding in the share capital. The preemptive right shall be exercised within the prescription term of thirty (30) days.
Paragraph 6 – The Company may reduce or remove the term to exercise the preemptive right in the issuance of shares, debentures convertible into shares and subscription bonuses, which underwriting is made upon sale at stock exchange or through public subscription, or even upon share exchange in any tender offer for control acquisition, under articles 257 to 263 of Law No. 6.404/76. Also, there shall not be preemptive right in the grant and exercise of call option, as provided for in Paragraph 3, article 171 of Law No. 6.404/76.
Paragraph 7 – In event of failure to set the share issuancee price under the conditions provided for in the subscription bulletin or call, the shareholder shall be lawfully rendered in default, pursuant to article 106, Paragraph 2 of Law No. 6.404/76, being subject to the provision in article 107 thereof.
ARTICLE 6 – Eventual shareholders‘ agreements setting forth the share purchase and sale conditions or the preemptive right in purchasing them, or even the voting right exercise, shall at all times be complied with by the Company, provided that they have been filed at the headquarters, and the respective manager shall abstain from computing the votes cast against the terms of such agreements.
Sole Paragraph – The rights, obligations and responsibilities resulting from such shareholders‘ agreements shall be valid and binding to third parties, as soon as they have been duly regiseredin the Company‘s share record books. The Company‘s managers shall foster for the compliance with these agreements and the shareholders‘ meeting chairperson shall not compute the vote cast non-compliant with the provisions of such agreements.
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