CHAPTER I – NAME, HEAD OFFICE, PURPOSE AND DURATION
1. Petro Rio S.A. (“Company”) is a corporation governed by these Bylaws, by the applicable legislation and by the Novo Mercado Listing Rules (“Novo Mercado Rules”) of the BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”).
Sole Paragraph – The Company, its shareholders, Managers and members of the Fiscal council, when established, are subject to the provisions of the Novo Mercado Rules of the BM&FBOVESPA.
2. The Company has its head office and legal venue in the City and State of Rio de Janeiro, at Praia de Botafogo, 370, 13th floor, Botafogo, CEP 22250-040.
Sole Paragraph – The Company may, by resolution of the Board of Executive Officers, open and close branches, agencies, warehouses, offices and any other establishments, in Brazil or abroad, subject to the provisions of these Bylaws.
3. The purpose of the Company is: (1) participating in other companies as partner, shareholder or quotaholder; and (2) subject to obtaining all possible regulatory approvals, licenses and authorizations: (i) the provision of consulting services and survey projects in the environmental, petroleum, natural gas and mining areas, providing professional consulting services to companies in the areas of collection, organic and inorganic chemical analyses and interpretation of geological, geochemical and geophysicals data, remote sensing of this data and foreign trade consulting services; (ii) the exploration, development and production of petroleum and natural gas; (iii) the import, export, refining, sales and distribution of petroleum, natural gas, fuels and petroleum by-products; and (iv) the generation, sale and distribution of electric energy.
4. The Company shall exist for an indefinite period.
5. The Company’s capital stock, fully subscribed and paid up, is R$ 3.421.864.082,46 three billion, four hundred twenty one million, eight hundred sixty forty thousand, eighty two reais and fourty six cents) divided into 135.575.790 (one hundred thirty five million, five hundred seventy five thousand, seven hundred ninety) common, registered, book-entry shares, without nominal value.
Paragraph 1 – The Company’s capital stock shall be represented, exclusively, by common shares.
Paragraph 2 – Each common share shall carry the right to one vote in the Company shareholder meetings’ resolutions.
Paragraph 3 – All the Company shares are book-entry shares and shall be kept in a deposit account, in the name of their holders, in a financial institution authorized by the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM) with which the Company has a custody agreement (contrato de custódia) in force, without issuance of certificates. The depositary institution may charge to the shareholders the cost of the service of transfer and registration of the ownership of the book-entry shares, as well as the cost of the services inherent to the shares held in trust, subject to the maximum limits established by the CVM.
Paragraph 4 – The Company may not issue preferred shares or founders’ shares (partes beneficiárias).
Paragraph 5 – Upon the Board of Director’s resolution, the shares that make up the Company’s capital stock may be grouped or split
6. The Company is authorized to increase the capital stock up to the limit of R$10,000,000,000.00 (ten billion Brazilian reais), excluding the shares already issued, regardless of any amendment to the Bylaws.
Paragraph 1 – For the purposes of this Article, the capital stock shall be increased upon resolution of the Board of Directors, which shall be responsible for determining the issuance conditions. In the event of subscription with full payment in assets, the competence to increase the capital shall fall upon the shareholders’ meeting, after having heard the Fiscal council’s opinion, in case it is established.
Paragraph 2 – The Board of Directors, within the authorized capital limit, may authorize the Company to issue common shares, subscription warrants and debentures convertible into shares.
Paragraph 3 – Should a subscriber fail to pay the total amount subscribed, under the conditions set forth in the subscription instrument or in the call required by management, the subscriber shall be defined as a shareholder in default by operation of law, pursuant to articles 106 and 107 of Law 6.404 of December 15, 1976, as amended (“Corporation Law”), and shall be subject to the payment of the amount in arrears, adjusted for inflation according to the variation of the price levels reflected by the General Market Price Index (Índice Geral de Preços ao Mercado) calculated and disclosed by the Getúlio Vargas Foundation, or an alternate index, within the shortest frequency lawfully accepted, plus interest of 12% (twelve percent) per year, calculated pro rata temporis and the corresponding fine of 10% (ten percent) of the outstanding amount, duly adjusted, without prejudice to the adoption of the measures set forth in Article 107 of the Corporation Law.
7. The Company may issue common shares, debentures convertible into common shares and subscription warrants, to the exclusion of the shareholders’ right of first refusal, or with reduction in the time frame for their exercise, when the placement is made by sale in the stock exchange or by public subscription, or, further, by exchange of shares in a public tender offer for acquisition of control, under the terms of article 172 of the Corporation Law.
8. The Company may, by the Board of Directors’ resolution, acquire its own shares to be held in treasury and later sell or cancel them, up to the amount of the balance of profit and reserves, save for the legal reserves, without reduction in the capital stock, in observance of the applicable legal and regulatory provisions.
9. Subject to the terms of Article 21 of these Bylaws, as well as to the terms and conditions of the plan(s) approved by the shareholders’ meeting, the Board of Directors may grant a stock option or option to subscribe the shares issued by the Company, without right of first refusal accruing to the shareholders, on behalf of the managers, employees or individuals that provide services to the Company, and this option may be extended to the managers or employees of the companies controlled, directly or indirectly, by the Company.
11. The shareholders’ meeting shall be held, on an ordinary basis, within 4 (four) months subsequent to the end of each fiscal year, and on an extraordinary basis, whenever the corporate interests so require, and shall comply, when it is called and convened, and during its decisionmaking process, with the relevant legal provisions and the provisions of these Bylaws.
Paragraph 1 – The shareholders’ meetings shall be called pursuant to the Corporation Law and shall be chaired by a person indicated by the Chairman of the Board of Directors, or, in his or her absence, by the Deputy Chairman (Vice-President) of the Board of Directors, and the meeting secretary shall be a person chosen by the meeting chairperson among those present at the meeting.
Paragraph 2 – The Company may, by resolution of the Board of Directors, implement an electronic platform aimed at the shareholders’ participation in shareholders’ meetings via Internet, provided the shareholders observe the digital certification and registration procedures included in the system regulation.
Paragraph 3 – Regarding the shareholders that participate in the meeting via electronic platform duly implemented by the Company, the waiver of rights of first refusal and/or subscription of securities before the Company and third parties shall be effective, and the votes cast by such shareholders shall be valid.
Paragraph 4 – The shareholders shall be liable to the Company in regard to the consistency, full content, authenticity, veracity and accuracy of the data and documents submitted to obtain the digital certificate, throughout its term of validity, and the Company shall not be held liable for any difference and incompatibility that may exist, as well as for any improper use and/or use by an unauthorized representative.
12. In order to participate in the shareholders’ meeting, the shareholder (or the respective legal representative, as applicable) must present, within up to 48 (forty-eight) hours before the date when said meeting is to be held, jointly, the following documents: (i) a certificate issued by the financial institution that holds custody of the book-entry shares owned or held in trust by the shareholder, pursuant to article 126 of the Corporation Law, and/or, in relation to the shareholders that participate in the fungible custody of the nominative shares, the statement containing the respective equity interest, issued by the proper body and dated no later than 2 (two) business days before the shareholders’ meeting; (ii) the document evidencing his or her identity and powers; and (iii) in case the shareholder is represented by a proxy, a power of attorney duly regularized pursuant to the law and these Bylaws.
Paragraph 1 – The shareholders organized as investment funds, in Brazil or abroad, must provide to the Company, prior to the time when the shareholders’ meeting is called to order, within the same time limit and in the same manner provided for in the above main section, simple copies of (i) a proof that the individual or legal entity that represents them or that has granted powers to the proxy is vested in the capacity as fund administrator (or its equivalent abroad); and (ii) the corporate document of the manager (or his or her equivalent abroad) that grants powers to the representative that attends the shareholders’ meeting or that has granted powers to the proxy. The investment funds organized abroad must also present the respective translation of the abovementioned documents into the Portuguese language.
Paragraph 2 – The Company shall adopt, upon checking whether the documents representing the shareholder are in good standing, the principle of good-faith, assuming that the statements made are true and faithful.
Paragraph 3 – In case it is evidenced, after the shareholders’ meeting, that a shareholder, by his or her own responsibility, did not comply with the formalities provided for in these Bylaws to attend the shareholders’ meeting, the shareholder must cure this defect no later than 3 (three) business days after the meeting. If the shareholder fails to comply with the proper formality, he, she or it shall be deemed an impugned shareholder, and the Company shall send said shareholder a notice demonstrating that (i) the impugned shareholder was not duly represented in the shareholders’ meeting; and/or (ii) the impugned shareholder did not hold, on the shareholders’ meeting date, the number of shares stated. In these events, irrespective of the holding of a new shareholders’ meeting, the Company shall disregard the vote(s) of the impugned shareholder, who shall be held liable for the losses and damage caused by his, her or its acts.
Paragraph 4 – Without prejudice to the above provision, any shareholder that attends the shareholders’ meeting and presents the documents mentioned in the main section of this Article prior to the time when the meeting is called to order, may participate and vote, even though said shareholder has failed to deliver them previously.
Paragraph 5 – For purposes of participating in the shareholders’ meeting via the electronic platform implemented by the Company, the shareholders shall be released from presenting the proof of shareholder status provided by the financial book-entry institution.
Paragraph 6 – The shareholder may be represented in the shareholders’ meeting by the respective legal representative, as well as by a proxy appointed less than 1 (one) year before, who is a shareholder, manager of the Company, lawyer, or representative of a financial institution or investment fund administrator that represents the investors therein.
Paragraph 7 – Save for the events provided for in the Corporation Law, the quorum for holding a shareholders’ meeting shall be, after the first call, upon the attendance of shareholders representing no less than ¼ (one fourth) of the capital stock with voting right; and, after the second call, the meeting shall be held with any number of shareholders.
Paragraph 8 – The shareholders’ meeting’s resolutions, save for special events provided for in law, shall be passed by majority votes of the shareholders in attendance, disregarding abstentions.
Paragraph 9 – The minutes of the shareholders’ meetings may be drafted as a summary of the facts that occurred, containing the transcription of the resolutions made, subject to the provision of article 130, paragraph 1, of the Corporation Law.
13. It is incumbent upon the shareholders’ meeting:
a) to take the management’s accounts, examine, discuss and vote on the financial statements;
b) to elect and dismiss the Board of Directors’ members, as well as determine the number of offices to be filled in the Company’s Board of Directors;
c) to elect and remove the members of the Fiscal Council, when applicable, and set their compensation;
d) to set the annual overall compensation of the Company’s managers, it being incumbent upon the Board of Directors to resolve the distribution thereof;
e) to approve or execute any alteration or change to the Company’s Bylaws;
f) to resolve on the dissolution, liquidation, consolidation, spin-off, conversion or merger (including by acquisition of shares) of the Company, or of any subsidiary of the Company, as well as on any petition for voluntary bankruptcy or court-supervised reorganization or extrajudicial recovery procedure;
g) to approve plans to grant stock options to the Company´s managers and employees, individuals that provide services to the Company and managers and employees of other companies controlled, directly or indirectly, by the Company;
h) to resolve, according to the proposal submitted by the management, on the allocation of the fiscal year net profit and the distribution of dividends or payment of interest on net equity, based on the annual financial statements;
i) to resolve, according to the proposal submitted by management, on the distribution of dividends, even interim or intercalated dividends, which exceed the mandatory dividend established in Article 37, paragraph 3 of these Bylaws;
j) to approve any redemption, amortization, or reduction in the capital of any share or subscription warrant or other securities convertible into shares of the Company;
k) to approve the Company’s hierarchical plan, establishing different instances for approval of matters which are not under the exclusive competence of the shareholders’ meeting, the Board of Directors and Board of Executive Officers, pursuant to the Corporation Law and these Bylaws (Plano de Alçadas), with the shareholders’ meeting being empowered to amend such plan from time to time;
l) subject to the exceptions set forth in these Bylaws and in the Corporation Law, to resolve on any issuance of shares or other bonds and securities, as well as on any change in the rights, preferences, advantages or restrictions inherent to the shares or other securities;
m) to resolve on the sale, lease, transfer, exclusive license or any other form of disposal, by means of a single transaction or series of related transactions, by the Company, of all or substantially all of its operational assets: or the sale or disposal (by merger, consolidation or otherwise) of one or more subsidiaries of the Company, in case substantially all the operational assets of the Company are held by the subsidiary or subsidiaries in question, except when the sale, lease, transfer, exclusive license or other form of disposal is made to another wholly-owned subsidiary of the Company;
n) to elect the liquidator, as well as the Fiscal Council that shall sit in the period of liquidation;
o) to resolve on the cancellation of registration with the CVM as a publicly traded corporation;
p) to resolve on the delisting from the Novo Mercado, which must be notified in writing to the BM&FBOVESPA no later than 30 (thirty) days in advance;
q) to authorize the issuance of bonds/debentures, save for the provision of article 59, paragraph 1, of the Corporation Law; and
r) to select a specialized firm responsible for preparing the appraisal report set forth in Article 43 of these Bylaws, among the three firms shortlisted by the Board of Directors. Compete à assembleia geral
Section I – General Provisions
14. The Company shall be managed by the Board of Directors and by the Board of Executive Officers, pursuant to the powers and duties granted by the applicable legislation and by these Bylaws.
15. From the date when the Company adheres to the Novo Mercado segment of the BM&FBOVESPA, the investiture of the managers shall be conditioned on the previous signing of the Statement of Consent from Senior Managers mentioned in the Novo Mercado Rules, as well as satisfaction of the applicable legal requirements. The managers shall, immediately upon their investiture in office, inform the BM&FBOVESPA of the number and characteristics of the securities issued by the Company which they hold, directly or indirectly, including derivative instruments thereof.
Sole Paragraph – Without prejudice to the required instrument of investiture drawn up in the Minutes Book of the Board of Directors’ meetings and the Statement of Consent set forth above, the investiture of the managers shall be subject to the previous signing of the Instrument of Adhesion to the Policy on Disclosure of Material Acts or Facts of the Company, as well as to the supply of information required by the CVM and BM&FBOVESPA.
Section II – Board of Directors
16. The Board of Directors shall consist of 5 (five) to 11 (eleven) sitting members, shareholders or not of the Company, elected by the shareholders’ meeting, with a unified term of office of 2 (two) years, reelection being allowed.
Paragraph 1 – No less than 20% (twenty percent) of the members of the Board of Directors shall be Independent Directors, expressly declared as such in the shareholders’ meeting that elects them.
Paragraph 2 – Whenever the application of the percentage defined above results in a fractional number of Directors, it shall be rounded to a whole number: (i) immediately higher if the fraction is equal to or higher than 0.5 (five tenths); or (ii) immediately lower, if the fraction is lower than 0.5 (five tenths).
17. The Board of Directors shall have 1 (one) Chairperson and may have 1 (one) ViceChairperson, elected by the majority of the members of the Board of Directors. In case of absence or temporary impediment of the Chairperson of the Board of Directors, the Vice-Chairperson shall assume the duties of Chairperson. In the event of absence or temporary impediment of the Chairperson and Vice-Chairperson of the Board of Directors, the Chairperson’s duties shall be exercised by another member of the Board of Directors appointed by the majority of the Board of Directors.
Sole Paragraph – The positions of Chairsperson of the Board of Directors and Chief Executive Officer may not be cumulated in the same person.
18. The Board of Directors shall meet, on an ordinary basis, 4 (four) times per year, in each quarter, and on an extraordinary basis whenever it is called by its Chairperson upon a written notice delivered no less than 5 (five) business days in advance, with presentation of the agenda to be discussed. The calls may be made by letter with return receipt or by any other means, electronic or not, that allows proof of receipt.
Paragraph 1 – On an urgent basis, the Board of Directors’ meetings may be called by the Chairperson, without the observance of the above-mentioned time limit, provided all the other Board members are unequivocally made aware of the meeting.
Paragraph 2 – Regardless of the formalities provided for in this Article, meetings attended by all Directors shall be deemed regular.
19. The quorum for holding a Board of Directors’ meetings shall be the presence of the majority of its members.
Paragraph 1 – The Board of Directors’ meetings shall be chaired by the Chairperson of the Board of Directors, who shall appoint the meeting secretary, who may or may not be a Director. In case of temporary absence of the Chairperson of the Board of Directors, these meetings shall be chaired by the Vice-Chairperson of the Board of Directors, or, in his or her absence, by a Director appointed by the Chairperson, and whoever chairs the meeting shall appoint the secretary.
Paragraph 2 – In case of vacancy of the office of any member of the Board of Directors, his or her alternate shall be appointed by the Board of Directors until the next shareholders’ meeting, to conclude the respective term of office. For the purposes of this paragraph an office is vacant upon the dismissal, death, resignation, permanent impediment or disability of a director.
Paragraph 3 – The Board of Directors’ resolutions shall be approved by majority vote of those present at each meeting, or that have expressed their vote pursuant to these Bylaws. In case of a tie vote, the Chairperson of the Board of Directors or whoever is exercising the respective duties shall cast the tie-breaking vote, as provided for herein.
20. The Board of Directors’ meetings shall be held, preferentially, at the Company’s head office. The presence of directors via conference call or video conference call shall be accepted, and the conference calls may be recorded. Participation via conference call or video conference shall be deemed personal attendance, and the Board of Directors’ members that participateremotely at the meeting must send their votes in writing by electronic means, sign a copy of the respective minutes and immediately send it electronically to the meeting secretary in order to be filed.
Paragraph 1 – The secretary of the Board of Directors’ meeting shall draw up the minutes, collect the signatures of the Directors physically present at the meeting, as well as of those members that participate remotely, as provided for in the above main section, and shall then transcribe them in the Minutes Book of the Board of Directors of the Company, which shall be signed by all the Directors, physically remotely, or otherwise attending at the meeting.
Paragraph 2 – Minutes of the Board of Directors’ meetings of the Company that contain a resolution intended to produce effects against third parties must be published and filed with the relevant commercial registry office.
Paragraph 3 – Upon prior authorization from the Chairperson of the Board of Directors, the Board of Directors may admit other participants in their meetings, to provide any clarifications, but without voting right.
21. The Board of Directors has the primary duty to direct all the business activities of the Company and its direct or indirect subsidiaries, as well as to control and oversee their performance, and, in particular, shall be responsible for the following duties, in addition to other duties assigned thereto by law or the Bylaws:
I. To define the policies and establish the budgetary guidelines to carry out the business activities, as well as to propose the overall direction of the Company’s business activities;
II. To elect and dismiss the Company’s Executive Officers;
III. To distribute the overall compensation set by the shareholders’ meeting among the members of the Board of Directors and of the Board of Executive Officers;
IV. To resolve on the calling of a shareholders’ meeting whenever it deems suitable, or in the case provided in article 132 of the Corporation Law;
V. To oversee the Executive Officers’ management, with powers to examine, at any time, the books and documents of the Company, and request information on the contracts/agreements executed or under negotiation, and any other acts;
VI. To examine the quarterly results of the Company’s transactions;
VII. To select and dismiss the independent auditors, observing, in this selection, the provisions of the applicable legislation;
VIII. To examine the Management Report and the accounts of the Board of Executive Officers, and resolve on their submission to the shareholders’ meeting;
IX. To examine the management proposal for annual distribution of dividends, whose final approval shall be incumbent upon the shareholders’ meeting;
X. To approve the distribution of interim dividends, and/or payment of interest on net equity based on semi-annual, quarterly or monthly balance sheets;
XI. To authorize the issuance of shares of the Company, provided this is done within the limit authorized in Article 6 of these Bylaws, establishing the issuance conditions, including, price, terms and deadline for full payment, with powers to exclude – or reduce the time limit for exercise of – the right of first refusal upon the issuance of shares and subscription warrants whose placement is made by sale in a stock exchange or by public subscription, or in a public tender offer for acquisition of control, under the terms established in law;
XII. To resolve on the acquisition by the Company of shares it has issued to be held in treasury and/or for future cancellation or disposal;
XIII. To resolve on the issuance of subscription warrants, within the authorized capital limit, establishing the conditions for their issuance, including price and deadline for their full payment;
XIV. To approve the granting of stock options or subscriptions of shares issued by the Company, without the right of first refusal for shareholders, exercisable by the managers of the Company, its employees or individuals that provide services to the Company, which options may be extended to the managers or employees of the companies controlled, directly or indirectly, by the Company, under the terms and conditions of the plan(s) previously approved by the shareholders at a shareholders’ meeting;
XV. To resolve, regardless of the value, on (a) the issuance of simple debentures, not convertible into shares and without security interest; (b) the conditions of the debentures (other than those referred to in item “a” of this section) and the convenience of their issuance under the powers delegated to the Board of Directors by the shareholders’ meeting pursuant to the Corporation Law; and (c) the issuance of commercial papers, bonds, notes and any other credit instruments to raise funds, of common use in the market, including on the conditions of issuance and redemption;
XVI. To approve the establishment of security interests on the Company’s assets;
XVII. To authorize the Company to offer guaranties of obligations of its controlled companies and/or wholly-owned subsidiaries, its being expressly forbidden from giving guaranties or sureties or assuming co-obligations with respect to other parties, up to R$ 50,000,000.00 (fifty million Brazilian reais), by means of any single transaction or successive transactions, except for corporate guarantees, which may be provided by the Company regardless of the authorization of the Board of Directors;
XVIII. To resolve on the direct or indirect disposal, purchase, sale, lease, donation or encumbrance, on any account and for any value, of the Company’s equity holdings, whose total book value is equal to or higher than R$ 50.000.000,00 (fifty million Brazilian reais) as well as on the incorporation of subsidiaries;
XIX. To approve the securing of any line of credit, financing or loan, including leasing transactions, by the Company, not provided for in the annual budget. However, it is authorized, without the Board of Directors’ prior approval, to increase the Company’s total debt contemplated in the Company’s annual budget up to R$ 50,000,000.00 (fifty million Brazilian reais), by means of a any single transaction or successive transactions;
XX. To define the three-name list of companies specialized in economic appraisal of companies for the production of an appraisal report on the Company’s shares, in the event of cancellation of registration as a publicly traded corporation or delisting from the Novo Mercado;
XXI. To approve any transaction or set of transactions involving the Company and any directly or indirectly related party, subject to the remaining provisions of these Bylaws, except for the capital investment in controlled companies and/or wholly-owned subsidiaries, which can be performed independently from the prior approval of the Board of Directors. Related party is any manager or employee of the Company, or any of its subsidiaries, affiliate or sister companies, or any shareholder that holds, directly or indirectly, over 5% of the Company’s capital stock;
XXII. To submit to the shareholders’ meeting a proposal for distribution of annual profit-sharing to employees and managers;
XXIII. To elect the members of the technical and consultative committees established by the Board of Directors, pursuant to Article 32 of these Bylaws, as well as the members of the Audit Committee created pursuant to Article 33 of these Bylaws;
XXIV. To give an opinion in favor or against any public tender offer for acquisition of shares targeted at the shares of the Company, through a prior substantiated opinion in writting, issued within 15 (fifteen) days of the publication of the notice of the public offer for the acquisition of shares, which should address at least: (i) the suitability and opportunity of the public offer for acquisition of shares taking into consideration the interest of all shareholders and in relation to the liquidity of the securities they own; (ii) the impact of the public offer for acquisition of shares on the interests of the Company; (iii) the strategic plans disclosed by the bidder in relation to the Company; and (iv) other items which the Board of Directors deems appropriate, as well as information required by the applicable rules established by the CVM; and
XXV. To give an opinion with respect to (a) any private offer submitted to the Company’s management for acquisition of shares targeted at the shares of the Company and/or of its subsidiaries and/or (b) any proposed corporate transaction which impacts the distribution or composition of the Company’s and/or its subsidiaries’ capital stock, including, without limitation, (w) acquisition and/or subscription of equity interests by the Company and/or by its subsidiaries, paid for or paid up with shares, other securities or subscription rights issued by the Company and/or by its subsidiaries, (x) Exchange of securities issued by the Company and/or by its subsidiaries for equity interests in other entities, (y) merger of other entities into the Company and/or its subsidiaries, and (z) merger, by the Company and/or by its subsidiaries, of shares (incorporação de ações), securities or equity interests issued by other entities. The opinion shall be given as briefly as possible, and shall address the terms and conditions of the private offer and/or proposed corporate transaction.
Section III – Board of Executive Officers
22. The Board of Executive Officers shall consist of no less than 3 (three) and no more than 7 (seven) members, who may or may not be shareholders, residing in Brazil and elected by the Board of Directors. The Board of Directors shall designate a Chief Executive Officer, a Chief Financial Officer, and an Investor Relations Officer. The other four Officers shall have their specific assignments and duties established by the Chief Executive Officer, as necessary for the Company and further ratified by the Board of Directors.
Paragraph 1 – The Board of Executive Officers` members shall not hold offices or perform-duties in companies that are not subsidiaries, controlled or affiliated companies, directly or indirectly, except when previously approved by the Board of Directors.
Paragraph 2 – The Officers of the Company`s subsidiaries, whether directly or indirectly controlled, shall have the same limitations on holding offices or performing functions, in accordance with the provision set forth in paragraph 1 above.
Paragraph 3 – An officer may cumulate more than one office, provided the minimum number of Officers set forth in the Corporation Law and in these Bylaws is satisfied.
23. The term of office of the members of the Board of Executive Officers shall be 2 (two) years, reelection being allowed. The Officers shall hold their offices until the election and investiture of their successors.
24. The Board of Executive Officers shall meet whenever the corporate affairs so require, and shall be called by the Chief Executive Officer no less than 1 (one) business day in advance, or by 2/3 (two thirds) of the Officers, in this case no less than 2 (two) business days in advance, and the meeting shall only be held upon the attendance of the majority of its members.
Paragraph 1 – In his or her absences or temporary impediment, the Chief Executive Officer shall be replaced by an Officer to be appointed by him or her, who shall perform his or her functions, duties and powers entrusted by the Board of Directors to the Chief Executive Officer, as well as the duties indicated in article 27 of these Bylaws. The other Officers, in their respective absences or temporary impediment, shall be substituted by an Officer to be appointed by the Board of Executive Officers.
Paragraph 2 – Pursuant to Article 22 of these Bylaws, if any office on the Board of Executive Officers is vacated, the Board of Executive Officers, as a collegiate body, must nominate, among its members, an alternate to accumulate, temporarily, the duties of the replaced officer, and the temporary replacement shall last until a new member is elected, definitely, for the office, which shall be decided by the first Board of Directors’ meeting to be held no more than 30 (thirty) days from said vacancy, and the alternate thus elected shall hold his or her office until the end of the term of office of the Board of Executive Officers.
Paragraph 3 – If the number of Executive Officers falls, at any time, below the minimum limit set forth in Article 22 of these Bylaws, a Board of Directors meeting shall be convened, within the minimum period, to restore the minimum number of Executive Officers, pursuant to Article 22 of these Bylaws.
Paragraph 4 – The Officers may not leave their functions for over 30 (thirty) consecutive days, under penalty of removal from office, save if they are given leave of absence by the Board of Executive Officers itself.
Paragraph 5 – The Board of Executive Officers’ meetings shall be held, preferentially, at the Company’s head office. The attendance of the Officers via conference call or video conference shall be allowed. The attendance of the Officers via conference call or video conference shall be deemed personal attendance, and the Board of Executive Officers’ members that participate remotely at the meeting must sign the copy of the respective minutes and immediately send it electronically to the meeting secretary in order to be filed.
Paragraph 6 – The Chief Executive Officer shall be allowed to choose a secretary, who may or may not be a manager, who shall be responsible for drawing up the minutes at the end of the meeting, to be signed by all Officers physically present at the meeting, and by those members that participated remotely, as set forth in paragraph 65 above, and later transcribed in the Minutes Book of the Board of Executive Officers, which shall be signed by all the Officers present, physically or remotely, at the meeting.
25. The Board of Executive Officers’ resolutions shall be made by majority votes of the Officers present at the meeting, pursuant to the minimum quorum set forth in the Article 2524 of these Bylaws. In case of a tie, the tie-breaking vote shall be cast by the Chief Executive Officer or whoever is performing his or her duties, as provided for herein.
26. It is incumbent upon the Board of Executive Officers to manage the general corporate businesses and perform, for this purpose, all necessary or appropriate acts, save for those which, pursuant to the law or these Bylaws, fall within the duties of the shareholders’ meeting or the Board of Directors. Upon the exercise of their duties, the Officers may carry out all transactions/operations and perform all acts required to achieve the purposes of their office, subject to the provisions of these Bylaws, regarding the form of representation, the powers to perform certain acts and the overall business directives established by the Board of Directors, including to resolve on and approve the investment of funds, settle claims, waive or assign rights, acknowledge debts, make settlements/agreements, sign commitments, incur obligations, execute contracts/agreements, acquire, dispose of and encumber personal and real property, post bonds, issue, endorse, pledge, discount and draw securities in general, as well as open, operate and close accounts at banking establishments, subject to the legal restrictions and those established in these Bylaws.
Paragraph 1 – It is also incumbent upon the Board of Executive Officers:
I. To comply with and enforce these Bylaws and the resolutions of the Board of Directors and the shareholders’ meetings;
II. To submit, annually, to examination by the Board of Directors, the management report and accounts of the Board of Executive Officers, along with the report issued by the independent auditors, as well as a proposal for investment of the profits ascertained in the previous fiscal year, concerning the Company and its subsidiaries;
III. To submit to the Board of Directors the annual budget, annual business plan, as well as any annual and/or multi-year investment plans and projects for expansion of the Company, as well as further alterations;
IV. To present, on a quarterly basis, to the Board of Directors the financial statements of the Company and those companies controlled by it, the management report along with the report issued by independent auditors; and
V. To approve any transaction or series of transactions contemplated in the and pursuant to the Company’s hierarchical plan (Plano de Alçadas).
Paragraph 2 – Within the annual budget approved by the Board of Directors, a percentage of up to 10% (ten percent) of the expenses incurred for exploration, appraisal and other operational measures may be reallocated by decision of the Executive Officer of the area, who shall inform the Chief Executive Officer. The Chief Executive Officer shall inform the Board of Directors of said adjustment.
27. It is incumbent upon the Chief Executive Officer, among other functions assigned to him or her by the Board of Directors: (i) to coordinate the activities of the Officers; (ii) to manage the performance of the general activities of the Company; (iii) to call and preside over the meetings of the Board of Executive Officers; (iv) to plan, organize, manage and control the direction, priorities and short-term, medium-term and long-term strategies of the Company, while maintaining its values and principles and the interests of its shareholders; (v) to plan, organize, manage and control the strategic position and transactions of the Company; (vi) to direct and supervise the execution of external activities related to the general planning of the Company; (vii) to plan, organize, manage and control the development, implementation and control of processes relating to health, environment and safety; (viii) to represent the Company actively and passively, in and out of court, respecting the provisions of Article 3130 of these Bylaws; and (ix) to appoint, among the Officers, his or her possible replacement during his or her absence or impediment.
28. It is incumbent upon the Chief Financial Officer, among other duties which may be conferred on him or her by the Board of Directors: (i) to assist the Chief Executive Officer in his or her duties; (ii) to propose financing alternatives and approve the financial conditions of the Company’s business; (iii) to plan, organize, manage and control the functions in the controllership, finance and accounting areas of the Company; (iv)to ensure the establishment of the short-, medium-, and long-term financial liabilities of the Company; (v)to protect and seek alternatives for the management of assets and capital structure of the Company; (vi) to seek to improve verification methods and systems for processing and analyzing the accounting, financial and economic events of the Company, as well as to generate reliable and timely information to facilitate the process of managerial decision-making; (vii) to oversee and supervise the aforementioned activities, regarding the financial departments of the subsidiaries; (viii) to perform other tasks delegated by the Chief Executive Officer; and (ix) to propose to the Board of Executive Officers his or her possible replacement in his or her absence or impediment.
29. It is incumbent upon the Investor Relations Officer, among other duties which may be conferred on him or her by the Board of Directors: (i) to assist the Chief Executive Officer in his or her functions; (ii) to represent the Company before the regulatory authorities and other institutions which operate in the capital markets; (iii) to coordinate the relation between the Company and its shareholders; (iv) to provide information to the investor public, to the CVM, to the Stock Exchange on which the Company has its securities traded and to the other bodies related to the activities carried out in the capital markets, in accordance with the applicable legislation, in Brazil and abroad; (v) to keep the Company’s registration as a publicly traded corporation updated with the CVM; and (vi) to propose to the Board of Executive Officers his or her possible replacement in his or her absence or impediment.
Sole paragraph – The function of Investor Relations Officer may be carried out cumulatively by any other Officer.
30. The Company shall only be bound when represented:
I. by the signature of 2 (two) Officers jointly; or
II. by the signature of 1 (one) Officer jointly with 1 (one) attorney-in-fact duly appointed in accordance with these Bylaws; or
III. by 2 (two) attorneys-in-fact jointly, duly appointed in accordance with these Bylaws.
Paragraph 1 – The powers of attorney shall be granted in the name of the Company upon the signing of 2 (two) Officers jointly, with the document having to specify the powers conferred and, with the exception of the ad judicia powers of attorney, having maximum validity of 1 (one) year.
Paragraph 2 – The Officers and attorneys-in-fact are prohibited from binding the Company to undertake business activities foreign to its corporate purpose, as well as from carrying out acts of liberality in the name of the Company.
31. The Company shall guarantee to its managers their defense in present and past judicial and administrative proceedings, and may, at its discretion, maintain a permanent insurance contract in favor of these managers to hold them harmless from the liabilities for regular acts performed in the regular exercise of the office or function, without malice or violation of law or these Bylaws. Sole Paragraph – The guarantee provided in the main section of this article extends to the Fiscal Council members and to all employees and representatives that act within the limits of their functions and by delegation of the Company’s management.
Section IV – Technical and Consultative Bodies
32. Without harm to the Audit Committee established under the terms of Article 33 of these Bylaws, the Company’s Board of Directors shall be responsible for instituting technical and advisory committees with the purpose of advising the Board of Directors in overseeing the Company’s activities and conferring improved efficiency and quality to its decisions.
33. The Audit Committee will have permanent operation and shall be composed of at least 3 (three) sitting members, either officers or not, considered the terms of paragraph 1st of this article 33, elected by the Board of Directors, with a unified term of office of 2 (two) years, re-election being permitted (“Audit Committee”).
Paragraph 1 – At least 1 (one) member of the Audit Committee shall be an Independent Director, pursuant to Article 16, paragraph 1 of these By-laws.
Paragraph 2 – The compensation of the members of the Audit Committee shall be established by the Company’s Board of Directors. Those Committee members who are also members of the Company’s management shall not receive any additional compensation for occupying the position of a Committee member.
Paragraph 3 – The members of the Audit Committee shall have proven experience and technical ability in accounting and auditing issues and shall have the same duties and responsibilities attributed to management by the Corporation Law, the Novo Mercado Rules and the rules and regulations issued by the CVM.
Paragraph 4 – It is incumbent upon the Audit Committee:
(a) To establish the procedures to be used by the Company for receiving, processing and handling accusations and complaints related to accounting issues and controls and audit matters, as well as to ensure that the accusation and complaint mechanisms guarantee the secrecy and anonymity of the accusers and/or complainants;
(b) To recommend and assist the Board of Directors in the appointment, compensation and removal of the Company’s independent auditors;
(c) To resolve on the convenience of hiring further services provided by Company’s independent auditors;
(d) To monitor and evaluate the work of Company’s independent auditors;
(e) To intermediate in any eventual disagreements between management and the Company’s independent auditors regarding the Company’s financial statements; and
(f) To manifest an opinion on the Company’s management report and financial statements.
Paragraph 5 – The meetings of the Audit Committee shall be validly held with the presence of a majority of its members. The Audit Committee’s decisions shall be taken by a majority of the votes of the attending members.
Paragraph 6 – The Audit Committee shall not have any executive functions or deliberative powers and its opinions and proposals shall be submitted for the resolution of the Board of Directors.
Paragraph 7 – The Audit Committee’s opinions do not constitute a requirement for the presentation of material for the examination and resolution of the Board of Directors.
Section V – Fiscal council
34. The Company’s Fiscal Council shall operate on a non-permanent basis and, when established, shall be composed of 3 (three) sitting members and an equal number of alternates, all residing in the country, shareholders or not, elected and dismissible at any time by the shareholders’ meeting, for a term of 1 (one) year, reelection permitted.
Paragraph 1 – The Fiscal Council shall have a Chairperson, elected by its members at the first meeting of the body following its establishment and shall approve, at the same time, its internal rules.
Paragraph 2 – The Fiscal Council members shall be vested in their office upon the signing of the respective document, in the appropriate book, and based on the Company’s adhesion to the Novo Mercado segment of the BM&FBOVESPA, shall be conditioned on the signing of the Statement of Consent of the members of the Fiscal Council as foreseen in the Novo Mercado Rules of BM&FBOVESPA.
Paragraph 3 – As of the adherence of the Company to the Novo Mercado segment of the BM&FBOVESPA, the members of the Fiscal Council must, immediately following the assumption of their offices, communicate to the BM&FBOVESPA the volume and characteristics of the securities issued by the Company which they, directly or indirectly, own, including derivatives.
Paragraph 4 – The investiture of the directors shall be subject to the prior signature of the Statement of Adhesion to the Policies on Disclosure of Material Acts or Facts of the Company, as well as the provision of the information required by the CVM and BM&FBOVESPA.
Paragraph 5 – In case of absence or temporary impediment of a sitting member of the Fiscal Council, the respective alternate shall take his or her place. In case of a vacancy, the shareholders’ meeting shall be called to elect a new member to the vacant position.
Paragraph 6 – It is prohibited for any person who maintains a relationship with what may be considered a competing company of the Company to be elected as a member of the Company’s Fiscal Council, its also being prohibited, among other matters, for anybody to be elected who: (a) is an employee, shareholder or member of the management, technical or audit body of any competitor or of a Controlling or Controlled Shareholder (in accordance with the definitions of Article 41 of these Bylaws) of a competitor; (b) who is a spouse or first to second degree relation of a member of the management, technical or audit body of a competitor or of a Controlling or Controlled Shareholder of a competitor.
35. When convened, the Fiscal Council shall meet, under the terms of the law, whenever necessary, and shall analyze the financial statements at least quarterly.
Paragraph 1 – Independently of any formalities, any meeting attended by all the members of the Fiscal Council shall be considered to have been regularly called.
Paragraph 2 – The meetings of the Fiscal Council shall be convened with the attendance of the majority of its members, who are deemed present. The Fiscal Council’s decisions shall be taken by the majority votes of the members in attendance.
Paragraph 3 – All the decisions of the Fiscal Council shall be recorded in the minutes set down in the respective book of Minutes and Opinions of the Fiscal Council and signed by those Members in attendance.
36. The fiscal year shall begin on January 1st and end on December 31st of each year, when the balance sheet and the other financial statements shall be prepared.
Paragraph 1 – By decision of the Board of Directors, the Company may (i) prepare semiannual or quarterly balance sheets, or balance sheets for shorter periods, and declare dividends or interest on net equity with respect to the profits verified in such balance sheets; or (ii) declare interim dividends or interest on net equity, based on accumulated profits or earnings reserves recorded in the last annual or semi-annual balance sheet.
Paragraph 2 – The interim or intercalated dividends and/or interest on the net equity distributed may be accredited to the mandatory dividend stipulated in Article 38, paragraph 3 of these Bylaws.
Paragraph 3 – The Company and Managers must, at least once a year, hold a public meeting with analysts and any other interested parties, to disclose information about the economic and financial standing, projects and prospects of the Company.
37. The accrued losses, if any, and provision for the payment of income tax and social contribution on net income, shall be deducted from the fiscal year results.
Paragraph 1 – From the remaining funds, the shareholders’ meeting may assign to the Managers a share in the profits corresponding to up to one tenth of the fiscal year profits. The payment of this share is conditional on the shareholders receiving the mandatory dividend stipulated in paragraph 3 of this Article.
Paragraph 2 – The fiscal year net profit shall have the following allocation:
a) 5% (five per cent) shall be allocated, prior to any other allocation, to the formation of the legal reserve, which shall not exceed 20% (twenty percent) of the capital stock. In the fiscal year when the legal reserve added to the total of the capital reserves, as defined in article 182, paragraph 1, of the Corporation Law, exceeds 30% (thirty per cent) of the capital stock, it shall not be mandatory to allocate part of the net profit of the fiscal year to the legal reserve;
b) by proposal of the management bodies, a portion may be allocated to: (i) the formation of a reserve for contingencies; and/or (ii) a distribution to the shareholders through the reversion of the same reserves for contingencies accumulated in previous fiscal years, under the terms of article 195 of the Corporation Law;
c) a portion shall be allocated to the payment of the minimum mandatory annual dividend to the shareholders, in accordance with the provision of paragraph 3 of this Article;
d) in the fiscal year when the sum of the mandatory dividend, calculated under the terms of paragraph 3 of this Article, surpasses the portion of the profit realized in the fiscal year, the shareholders’ meeting may, by proposal of the management bodies, allocate the surplus to the formation of the realizable profit reserve in accordance with the provision of article 197 of the Corporation Law;
e) by proposal of the management bodies, a portion may be retained based on the previously approved capital budget, under the terms of article 196 of the Corporation Law;
f) the Company shall maintain the profit reserve provided for in these Bylaws known as the “Investment Reserve”, which shall be employed to finance the expansion of the activities of the Company and/or of companies controlled by it or its affiliates, including by means of subscription of capital increases or the creation of new ventures, which shall be formed with 35% (thirty five percent) to 75% (seventy-five percent) of the net profit remaining after the legal and bylaw deductions and whose balance may not exceed the sum equivalent to 80% (eighty percent) of the subscribed capital stock of the Company, provided, furthermore, that the balance of this profit reserve added to the balances of the other profit reserves, with the exception of the realizable profit reserve and the contingency reserve, does not exceed 100% (one hundred percent) of the Company’s subscribed capital; and
g) the balance shall be allocated as determined by the shareholders’ meetings, in accordance with the legal precepts. Paragraph 3 – The shareholders are guaranteed the right to receive a dividend of no less than 0.001% (zero point zero zero one per cent) of the net profit of the fiscal year, the following sums having been deducted or added; (i) the sum allocated to the formation of the legal reserve; and (ii) the sum allocated to the formation of the reserve for contingencies and the reversion of the same reserves formed in previous fiscal years.
Paragraph 4 – The payment of the mandatory dividend may be limited to the sum of the net profit realized, in accordance with the terms of the law.
38. The shareholders’ meeting may decide on the capitalization of the profit or capital reserves, including those recorded in interim balance sheets, in accordance with the applicable legislation.
39. The Disposal of Control of the Company, directly or indirectly, both by means of a single transaction, or by means of successive transactions, shall be contracted under the condition precedent or condition subsequent that the party acquiring control must issue a public offer for the acquisition of the shares of the other shareholders, in accordance with the conditions and time limits contained in the current legislation and in the Novo Mercado Rules, in such a way as to assure them a treatment equal to that afforded to the Disposing Controlling Shareholder.
Paragraph 1 – For the purposes of these Bylaws, the terms indicated below in capital letters shall have the following meanings:
“Acquiring Shareholder” means the party to which the Disposing Controlling Shareholder transfers Controlling Shares in a Change of Control of the Company;
“Controlling Shareholder” means the shareholder or Group of Shareholders that exercise Power of Control of the Company.
“Disposing Controlling Shareholder” means the Controlling Shareholder when the latter seeks to Dispose of Control of the Company.
“Controlling Shares” means the block of shares which ensure their owners, directly or indirectly, the individual and/or shared Power of Control of the Company.
“Free Float Shares” means all the shares issued by the Company, with the exception of the shares held by the Controlling Shareholder, by persons related thereto, by managers of the Company and treasury-held shares.
“Disposal of Control of the Company” means transfer to a third party, for consideration, of the Controlling Shares.
“Control” (as well as its related terms, “Controlling”, “Controlled”, “under Common Control” or “Power of Control”) means the power effectively used to direct the corporate activities and oversee the functioning of the Company’s bodies, directly or indirectly, in effect or by right regardless of held ownership. There is a relative presumption of ownership of control in relation to the person or Group of Shareholders that are the owners of shares that assure them the absolute majority votes of the shareholders present at the last 3 (three) shareholders’ meetings of the Company, although they may not be the owners of the shares which assure them the absolute majority of the voting capital.
“Group of Shareholders” means a group of two or more parties that are (a) bound by voting contracts or agreements of any nature, either directly or by means of Controlled or Controlling companies, or companies under common Control; or (b) between which there is a relationship of Control, whether directly or indirectly; or (c) that are under common Control.
“Other Corporate Rights” means (i) usufruct or trust over the shares issued by the Company, (ii) options to buy, subscribe to or exchange, for any reason, which may result in the acquisition of shares issued by the Company; or (iii) any other right other than those arising from the ownership of shares issued by the Company which assures, permanently or temporarily, the voting, political or proprietary rights of the shareholder over the shares issued by the Company.
“Economic Value” means the value of the Company and its shares as determined by a specialist company, through the use of a recognized method or based on other criteria defined by the CVM.
Paragraph 2- The Disposing Controlling Shareholder(s) or the Group of Disposing Controlling Shareholders may not transfer the ownership of their shares until the acquiring party has signed the Statement of Consent from the Controlling Shareholders which alludes to the Novo Mercado Rules.
Paragraph 3- The Company shall not register any transfer of shares to the party that acquires the Power of Control or to those that may come to hold the Power of Control, until the latter have signed the Statement of Consent from the Controlling Shareholders which alludes to the Novo Mercado Rules.
40. The public offer for the acquisition of shares provided for in Article 39 of these Bylaws must also be launched;
(i) in cases where there is assignment for consideration of subscription rights of shares and of other securities or rights relating to securities that are convertible into shares, which results in the Disposal of Control of the Company; or
(ii) in case of disposal of control of the company that holds the Power of Control of the Company, the Controlling Disposing Shareholder being obliged, in this case, to declare to the BM&FBOVESPA the value assigned to the Company in this disposal and to attach documentation proving it.
41. Any party that acquires the Power of Control of the Company, resulting from a private share purchase agreement signed with the Controlling Shareholder(s) or Controlling Group of Shareholders, involving any volume of shares, must:
(i) launch the public offer for the acquisition of shares mentioned in Article 39 of these Bylaws;
(ii) pay, as indicated below, an amount equivalent to the difference between the public offer price and the amount paid per share purchased in an exchange in the 6 (six) months prior to the acquisition of the Controlling Power, adjusted for inflation to the date of the payment. This amount must be distributed among all those that sold the Company’s shares in public trading sessions where the Buyer made the purchases in proportion to the daily net sell balance of each share, it being incumbent upon the BM&FBOVESPA to carry out the distribution under the terms of its regulations; and
(iii) take the appropriate measures to reestablish the minimum percentage of 25% (twenty- five per cent) of the total outstanding shares of the Company, within 6 (six) months subsequent to the acquisition of Control.
42. The Company shall not register in its books:
(a) any transfers of ownership of its shares to purchasers of the Power of Control or to those that have come to hold the Power of Control until such shareholders have not signed the Statement of Consent from the Controlling Shareholders to which the Novo Mercado Rules allude; and
(b) any shareholders’ agreement or voting agreement which provides for the exercise of the Power of Control until its signatories have signed the Statement of Consent from the Controlling Shareholders mentioned in letter “a” above. A Companhia não registrará em seus livros:
43. In the Public Tender Offer to be launched by the Controlling Shareholder(s), by the Controlling Group of Shareholders or by the Company for the cancellation of the its registration as a publicly traded corporation, the minimum price to be offered shall correspond to the Economic Value ascertained in the appraisal report, in accordance with Article 45 of these Bylaws and in compliance with the applicable laws and regulations.
44. If it is resolved to delist the Company from the Novo Mercado, the Controlling Shareholder(s) or Controlling Group of Shareholders of the Company must launch a public offer for acquisition of the shares belonging to the other shareholders when the Company delists from the Novo Mercado, either: (i) so that the securities it has issued may be registered for trading outside the Novo Mercado; or (ii) due to the corporate reorganization operation where the shares of the company resulting from such reorganization are not made available for trading in the Novo Mercado within 120 (one hundred and twenty) days from the date of the general meeting which approved said transaction. In both cases, the price to be offered must correspond to at least to the Economic Value ascertained in the appraisal report mentioned in Article 45 of these Bylaws, in observance of the applicable legal and regulatory rules.
Sole Paragraph – The announcement of the launch of a public offer for acquisition of shares mentioned in this article must be communicated to the BM&FBOVESPA and disclosed to the market immediately after the holding of the Company’s shareholders’ meetings which approved the delisting or said reorganization.
45. The appraisal report contained in Articles 43 and 44 of these Bylaws must be prepared by a specialist company, with proven experience and independence in relation to decision-making power of the Company, its managers and controlling shareholders, and should also satisfy the requirements of article 8, paragraph 1, of the Corporation Law and include the obligation stipulated in paragraph 6 of the same legal provision.
Paragraph 1 – The choice of the specialist institution or company responsible for ascertaining the Economic Value of the Company is the exclusive responsibility of the shareholders’ meetings, based on the presentation, by the Board of Directors, of the list of three names. In the respective deliberation, blank votes shall not be taken into account, and the decision must be made by the majority votes of the shareholders representing no less than 20% (twenty percent) of the Free Float Shares present at the shareholders’ meeting. The quorum for holding the meeting shall be, on the first call, shareholders representing at least 20% (twenty percent) of the total Free Float Shares, or, on the second call, any number of shareholders representing the Free Float Shares.
Paragraph 2 – The costs of preparing the evaluation report shall be entirely borne by the offering party.
46. If there is no Controlling Shareholder:
(i) whenever the cancellation of registration as a publicly traded corporation is approved at a shareholders’ meetings, the public offer for the acquisition of shares referred to in Article 39 and following of these Bylaws shall be carried out by the Company itself, in which case the Company may only acquire the shares owned by the shareholders that have voted in favor of the cancellation of the registration at the deliberation at the shareholders’ meeting after having acquired the shares of the other shareholders that did not vote in favor of said deliberation and that have accepted the mentioned public offer for the acquisition of shares;
(ii) whenever a delisting from the Novo Mercado is approved at the shareholders’ meeting in order to have the shares of the Company registered outside the Novo Mercado the referred general meeting shall define the one(s) responsible for the tender offer for share acquisition mentioned in Article 39 and following of these Bylaws, which shall expressly assume the obligation to make an offer when attending the meeting; and
(iii) whenever the delisting from the Novo Mercado is approved at a general meeting, due to corporate reorganization as provided in Article 44 (ii) of these Bylaws, the referred general meeting shall define the one(s) responsible for the public offer for the acquisition of shares mentioned in Article 39 and following of these Bylaws, which shall expressly assume the obligation to make an offer when attending the meeting. In the absence of definition, it is up to the shareholders that voted in for the reorganization to make such offer. Caso a Companhia não tenha Acionista Controlador:
47. In the event there is no Controlling Shareholder and the delisting of the Company from the Novo Mercado occurs due to default of any obligation set forth in the Novo Mercado Rules:
(i) if the default derives from a decision of a shareholders’ meeting, the public offer for the acquisition of shares referred to in Article 39 and following of these Bylaws shall be carried out by the shareholders that voted in favor of the decision that resulted in the default; and
(ii) if the default derives from an act or fact of the Company’s management, the Board of Directors shall call a general meeting of shareholders whose agenda shall be to decide on how to remedy the breach of the obligations in question or, if appropriate, discuss the delisting from the Novo Mercado. If the aforementioned general meeting for the delisting of the Company from the Novo Mercado, said general meeting must define the party or parties responsible for the public offer for the acquisition of shares referred to above, with such party or parties having the obligation to expressly assume the obligation to make the offer.
48. The formulation of a single public offer for the acquisition of shares is allowed, with a view to fulfilling more than one of the purposes contemplated in this Chapter VII, in the Novo Mercado Rules and in CVM rules, provided that it is possible to reconcile the procedures of all the modalities of the public offer for the acquisition of shares, that there is no loss incurred by the recipients of the offer and that the authorization of the CVM is secured, where required by the applicable legislation.
49. The Company or the shareholders responsible for holding the public offer for the acquisition of shares stipulated in this Chapter VII, in the Novo Mercado Rules or in the CVM rules may carry it out through the intermediation of any shareholder, third party or depending on the case, the Company, in cases expressly provided in the applicable laws and regulations. The Company or the shareholder, depending on the case, is not released from the obligation to carry out the public offer for the acquisition of shares until it is concluded in conformity with the applicable rules.
Sole Paragraph – The provisions of the Novo Mercado Rules shall prevail if there is prejudice to the rights of the recipients of the offers mentioned in Chapter VII.
50. Every shareholder or Group of Shareholders must disclose, by means of communication to the Investor Relations Officer of the Company, containing the information stipulated in Article 12 of CVM Instruction nº 358/2002, the acquisition of shares, which added to those already possessed, surpass 2.5% (two point five percent) of the Company’s capital, and, after having reached such a percentage, the acquisition of shares which correspond to a further 2.5% (two point five percent) of the Company’s capital or multiples of this percentage.
51. The Company, its shareholders, managers and members of the Fiscal Council undertake to resolve, by means of arbitration conducted by the Market Arbitration Chamber and in accordance with the Regulations of the Market Arbitration Chamber, any disputes or controversies which may arise between them, especially when related to, or deriving from, the application, validity, efficacy, interpretation, violation and its effects, of the provisions contained in the Corporation Law, in these Bylaws, in the rules issued by the National Monetary Council, the Central Bank of Brazil and the CVM, as well as in other rules applicable to the operation of the capital markets in general, in addition to those included in the Novo Mercado Rules, in the Novo Mercado Participation Agreement (Contrato de Participação no Novo Mercado), the Penalty Rules (Regulamento de Sanções) and in the Arbitration Rules of the Market Arbitration Chamber.
Sole Paragraph – Without prejudice to the validity of this arbitration clause, the request for urgent interim or conservatory measures by the Parties shall observe that stated in the Rules of the Market Arbitration Chamber in force, with such request being permitted directly to the Judicial Authorities in the cases and in the terms as provided by the referred Rules.
53. The provisions of article 45 of the Corporation Law having been observed, the value of the reimbursement to be paid to the dissenting shareholders shall be based on the book value appearing in the last balance sheet approved by the shareholders’ meeting.
54. The payment of the dividends approved at the shareholders’ meetings, and the distribution of shares deriving from the capital increase, shall be effected within a maximum time limit of 60 (sixty) days from the date on which they were declared.