Article 1. A Cielo S.A. (“Company”) is a joint-stock company governed by these Bylaws and by the applicable provision of law.
Article 2. The business purpose of the Company consists of: (a) performance of services of accreditation of commercial establishments and services establishments for acceptance of credit and debit cards, as well as other means of payment or electronic means necessary for the registration and approval of non-financial transactions; (b) rental, supply and performance of services of installation and maintenance of solutions and electronic or manual means for collecting and processing data relating to transactions resulting from the use of credit and debit cards, as well as other means of payment or electronic means necessary for the registration and approval of non-financial transactions and electronic data of any nature that may be transmitted in electronic network; (c) performance of services of installation and maintenance of solutions and electronic means for commercial automation; (d) administration of the payments and receipts in the network of accredited establishments, upon collection, transmission and processing of the data, and settlement of the electronic and manual transactions with credit and debit cards, as well as other means of payment and electronic and manual means used for non-financial transactions, as well as the maintenance of the scheduling of such amounts in computer systems; (e) representation of national and international franchises of manual and electronic means of payment; (f) holding interest in other companies as shareholder or stockholder, directly or indirectly, in Brazil or abroad; (g) performance of services of distribution of financial, insurance, health insurance and social security private products; (h) performance of services of analysis and information to support businesses; (i) performance of collection services; (j) intermediation of business in general; and (k) development of other related activities in the interest of the Company.
Article 3. The principal place of business and legal domicile of the Company is in the City of Barueri, State of São Paulo.
Sole Paragraph – The Company may open, close and change the address of branches, agencies, warehouses, offices and any other places of business in Brazil or abroad by resolution of the Statutory Executive Board.
Article 4. The duration of the Company is for indefinite term.
Article 5. With the admission of the Company in the special listing segment referred to as Novo Mercado of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), the Company, its shareholders, managers and member of the Fiscal Council, when operating, shall be subject to the provisions of B3’s Novo Mercado Listing Regulations (“Novo Mercado Regulations”).
Article 6. The provisions of the Novo Mercado Regulations shall prevail over the provisions of the Bylaws when the rights of the beneficiaries of the public offering under this Bylaws could be impaired.
Article 7. The fully subscribed and paid-in capital stock of the Company is five billion and seven hundred million Reais (R$5,700,000,000.00), divided into two billion, seven hundred and sixteen million, eight hundred and eighteen thousand, and sixty-one (2,716,815,061) common shares without par value.
Paragraph 1 – The capital stock is exclusively represented by common shares, and each common share is entitled to one vote in the resolutions of the Shareholders Meeting.
Paragraph 2 – All shares of the Company are registered book-entry shares and shall be held in deposit account to the financial institution authorized by the Brazilian Securities Commission (“CVM”). The shareholders may be charged the fee provided for in Paragraph 3, article 35, of Law No. 6.404, of December 15, 1976, and subsequent amendment thereto (“Corporation Law”).
Paragraph 3 – The Company may not issue preferred shares or founder shares.
Article 8 – The capital stock of the Company may be increased by up to two billion and four hundred million Reais (2,400,000,000) of additional common shares, regardless of amendment to the Bylaws, by resolution of the Board of Directors, which is the body competent to fix the price of issue, the other conditions and the deadlines for subscription and paying-up of the shares within the limit of the authorized capital.
Paragraph 1 – Except as provided for in the following paragraphs, in the proportion of the number of shares held by them, the shareholders shall have a preemptive right to subscribe for share in a capital increase, and shall exercise their right within thirty (30) calendar days after the date of the publication of the minutes of the Meeting of the Board of Directors that resolve on the increase in the capital stock of the Company.
Paragraph 2 – The Company may, within the limit of the authorized capital established in the head provision of this article and according to the plan approved by the Shareholders Meeting, grant option to buy or subscribe for shares to its managers and employees and to natural persons who provide services to the Company, as well as to the managers and employees of other companies that are directly or indirectly controlled by the Company, with no preemptive rights to the shareholders.
Paragraph 3 – The Board of Directors may exclude the preemptive right or reduce the deadline for the exercise of said right, in the issue of shares, debentures convertible into shares or warrants the placement of which is made upon sale in stock exchanges or upon public subscription, or also upon exchange for shares, in a takeover bid, pursuant to the terms provided for by law and within the limit of the authorized capital.
Paragraph 4 – The Board of Directors shall dispose of the remaining shares not subscribed for in the capital increase, during the time-limit for the exercise of the preemptive right, determining the apportionment, before the sale thereof in stock exchange for the benefit of the Company, in the proportion of the amounts subscribed, among the shareholder who have showed their interest to subscribe for such remaining shares in the subscription slip or list.
Article 9. Annual Shareholders Meeting shall be held annually within the four first months of the fiscal year to resolve on the issues provided for by law, and Special Shareholder Meeting shall be held whenever it is in the interest of the Company.
Paragraph 1 – Except as provided for by law, the Shareholders Meeting is created at first call with the presence of shareholders representing at least one-fourth of the voting capital stock, and at second call with any number.
Paragraph 2 – The resolutions of the Shareholders Meeting shall be taken by majority of votes of the attending shareholders, subject to the exceptions provided for in the Corporation Law and in these Bylaws.
Paragraph 3 – The Shareholders Meeting may only resolve on issues included in the agenda, as specified in the respective call notice of said meeting, subject to the exception provided for in the Corporation Law.
Paragraph 4 – In order to attend the Shareholders Meetings, the shareholders shall submit to the Company: (i) an identity document, power of attorneys with certification of signature of the grantor, and and/or the respective articles of association evidencing the legal representation powers, as applicable; (ii) certification issued by the bookrunning institution; and/or (iii) as regards the shareholders whose shares are held in custody, the statement containing the respective shareholding interest, issued by the competent body.
Article 10. The Shareholders Meeting is held and chaired by the Chairman of the Board of Directors or, in his absence, by any other member of the Board of Directors of the Company or, in his absence, by any shareholder or manager of the Company chosen from among the majority of the attending shareholders, and the Chairman of the Shareholders Meeting shall appoint the Secretary, who may or may not be a shareholder of the Company.
Article 11. In addition to the other powers and duties assigned to it by law, the Shareholders Meeting shall:
(i) examine the accounts rendered by the managers, examine, discuss and vote on the financial statements;
(ii) elect and remove the members of the Board of Directors;
(iii) fix the annual global remuneration of the members of the Board of Directors and the Executive Board, as well as the remuneration of the members of the Fiscal Council, if operating;
(iv) amend the Bylaws;
(v) resolve on the dissolution, liquidation, consolidation, spin-off, merger of the Company, or of any company with and into the Company, as well as on the merger of shares involving the Company;
(vi) grant bonus stock and resolve on any splits and reverse splits of shares;
(vii) approve the creation and modifications of Company’s plans granting option to buy or subscribe for shares to its managers and employees and to natural persons who provide service to the Company, as well as to the managers and employees of other companies that are directly or indirectly controlled by the Company;
(viii) resolve, according to proposal submitted by the management, on the allocation of the net income of the period and on the distribution of dividends;
(ix) resolve on increase in the capital stock beyond the limit authorized in Article 8 above;
(x) elect the liquidator and the Fiscal Council that will work in the liquidation period;
(xi) resolve on the deregistration of company as a publicly-held entity with CVM;
(xii) resolve on withdrawing from the Novo Mercado (“Novo Mercado”) of B3;
(xiii) select the specialized company responsible for the preparation of the valuation report of the shares of the Company, in the event of the company’s deregistration or withdrawal from the Novo Mercado, as provided for in Chapter IX of this Bylaws, from among the companies indicated by the Board of Directors; and
(xiv) resolve on any matter that is submitted to it by the Board of Directors.
Sole Paragraph – The Chairman of the Shareholders Meeting shall comply and cause compliance with the provisions of the shareholders’ agreements filed with the Company at its principal place of business, and shall veto any votes casted that are contrary to the contents of said agreements.
Article 12. The Company is managed by the Board of Directors and by the Statutory Executive Board, pursuant to the law and these Bylaws.
Article 13. The managers take office by signature of an instrument drawn up in the proper book, with no guarantee of management, and also by the previous execution of the Consent Statement of the Managers referred to in the Regulations of Novo Mercado.
Paragraph 1 – The managers shall remain in their positions until their successors take office, unless otherwise decided by the Shareholders Meeting or by the Board of Directors, as the case may be.
Paragraph 2 – The Shareholders Meeting sets the annual global remuneration of the management and it is the responsibility of the Board of Directors to distribute the amount among the managers.
Article 14. Subject to the provisions of these Bylaws and applicable law and observing the applicable convening rules, any of the administrative bodies shall validly meet with the presence of a majority of their respective members and shall vote by a majority of those present, excluding those who are prevented from voting due to a conflict of interest.
Sole Paragraph – The prior call of the meeting is dispensed with as a condition of its validity if all the members of the management body are present. The following members are considered to be present: (i) by delegation to another member of the respective body; or (ii) by an early written vote; or (iii) by written vote transmitted by fax, by electronic mail or by any other means of communication that ensures the authorship of the document.
Board of Directors
Article 15. The Board of Directors is comprised of at least seven (7) and at most eleven (11) members, all of whom are elected and dismissed by the Shareholders Meetings, with a unified term of office of two (2) years, with reelection permitted.
Paragraph 1 – At least two (2) or twenty percent (20%), whichever is greater, of the members of the Board of Directors shall be Independent Directors, as defined in the Novo Mercado Regulations, and the directors elected by means of the prerogative provided in article 141, paragraphs 4 and 5 and article 239 of Law 6.404/76 are considered as independent. When, as a result of compliance with this percentage, there is a resulting fractional number of directors, the numbers shall be rounded up to the next whole number:
Paragraph 2 – The qualification as Independent Director shall be expressly stated in the Minutes of the Shareholders Meeting that elects him/her.
Paragraph 3 – The Board of Directors has one (1) Chairman and one (1) Vice-Chairman elected by the Board of Directors itself. The Vice-Chairman shall exercise the functions of the Chairman in his absence and temporary impediment, regardless of any formality. In the event of absence or temporary impediment of the Chairman and the Vice-Chairman, the functions of the Chairman shall be exercised by another member of the Board of Directors indicated by a majority of the members.
Paragraph 4 – In the event of a vacancy on the Board of Directors, the remaining directors shall appoint a substitute, in compliance with the conditions set forth in a shareholders’ agreement filed at the Company’s headquarters, which shall remain in office until the first Shareholders Meeting, when the new director shall be elected, which shall remain in office until the end of the term of the replaced member. In the event of vacancy in most of the positions of the Board of Directors, the Shareholders Meeting shall be called to proceed with a new election.
Paragraph 5 – The positions of Chairman of the Board of Directors and Chief Executive Officer or main executive of the Company may not be accumulated by the same person, except in the event of vacancy, in which case the Company shall (i) disclose the accumulation of positions as a result of vacancy until the business day following the occurrence; (ii) disclose within sixty (60) days, counted from the vacancy, the measures taken to cease the accumulation of positions; and (iii) cease accumulation within one (1) year.
Paragraph 6 – The member of the Board of Directors shall have an unblemished reputation, and shall not be elected, except by the Shareholders Meeting, those who: (a) hold a position in a company that may be considered a competitor of the Company; (b) have or represent an interest conflicting with those of the Company.
Paragraph 7 – In the case of a member of the Board of Directors not resident in Brazil, his/her investiture shall be conditioned on the creationdesignation of a representative resident in the country, with powers to receive summons against the shares proposed under the corporate law. The power of attorney referred to in this paragraph shall be granted with an expiration date that shall extend for at least three years after the end of the term of management of the director.
Article 16. The taking of office of the members of the Board of Directors and of the Executive Board shall be conditioned to the prior signature of the Managers’ Consent Statement in accordance with the provisions of the Novo Mercado Regulations, as well as compliance with applicable legal and regulatory requirements.
Article 17. The Board of Directors shall meet bimonthly and, extraordinarily, whenever called by the Chairman or the Vice-Chairman or by a majority of its members. To be valid, notice shall be given at least seven (7) calendar days in advance, by means of the Electronic Corporate Governance Portal maintained by the Company, of a letter with notice of receipt, fax or electronic message, indicating the date and the time of the meeting and the items on the agenda.
Paragraph 1 – In case of justified absence or temporary impediment of one of the members of the Board of Directors, it may delegate its powers to an attorney-in-fact who shall necessarily be a member of the Board of Directors, and the power of attorney must contain the subject matter of the resolution and the respective vote of the granting director.
Paragraph 2 – The Board meeting may be held by conference call, videoconference or by any other means of communication that allows identification of the member and simultaneous communication with all other persons present at the meeting. The respective minutes shall be subsequently signed by all the members participating in the meeting, as soon as possible.
Article 18. Each Director has the right to one (1) vote in the meetings of the Board of Directors. The meetings of the Board of Directors shall be drawn up, which shall be signed by all and recorded in the Book of Minutes of the Board of Directors Meeting and, whenever they contain resolutions intended to have effects vis-à-vis third parties, their summaries shall be filed with the competent Commercial Registry and published.
Article 19. The Board of Directors shall, in addition to the other attributions granted to it by these Bylaws and by the applicable law:
(i) establish the general guidance of the Company’s business, including the approval and amendment of the Company’s annual budget, approval of the multi-year strategic plan and determination of business goals and strategies, accompanying its implementations;
(ii) elect and dismiss the statutory officers and establish the attributions and powers of representation of the Company, in compliance with the provisions of the Bylaws;
(iii) supervise the management of officers, examining, at any time, the books and papers of the Company, request information on agreements entered into and/or to be executed, and any other acts carried out;
(iv) call the Shareholders Meetings, at its discretion, or in the case of article 132 of the Corporation Law;
(v) submit to the Shareholders Meeting, with its opinion, the Management Report, the Executive Board and the financial statements accounts related to the fiscal year;
(vi) submit to the Shareholders Meetings the proposal for the allocation of net income for the year and creation of accounting reserves;
(vii) resolve on the issuance of warrants, debentures and commercial promissory notes pursuant to the law in force;
(viii) authorize the sale of permanent assets, the creation of security interest and the provision of guarantees to third parties’ obligations whenever such transactions, individually or jointly considered, represent amounts greater than half percent (0.5%) of the Company’s net revenue, calculated on the last approved balance sheet;
(ix) choose and remove the independent auditors;
(x) authorize the contracting of the independent audit to provide additional services to the Company other than the audit service of the financial statements, in compliance with the rules of the Federal Accounting Council – CFC on this matter;
(xi) submit to the Shareholders Meeting a global amount of remuneration for Directors and Officers, as well as distribute to the Directors and Officers the portion of the annual global remuneration of the managers fixed at the Shareholders Meeting;
(xii) authorize the issuance of shares of the Company, within the limits authorized in Article 8 of these Bylaws, establishing the conditions for issuance, including the price and the payment term;
(xiii) approve the acquisition by the Company of shares issued by it, for maintenance in treasury and/or subsequent cancellation or sale;
(xiv) grant stock option and/or subscription of the Company’s shares, in accordance with the plan approved at the Shareholders Meeting;
(xv) define the triple list of companies specializing in economic valuation of companies, to prepare an appraisal report of the Company’s shares, in case of cancellation of registration as a publicly-held company or exit from the Novo Mercado, as defined in paragraph 1 of article 34 of these By-Laws;
(xvi) authorize all acts, documents and other agreements establishing obligations, liabilities or disbursement of Company’s funds that exceed, per transaction, or may exceed, in any period of twelve (12) months, the amount corresponding to half percent (0.5%) of the Company’s net revenue, calculated in the last approved balance sheet, excluding the payment of taxes in the normal course of business and the affiliation agreements of commercial establishments to the Company’s system;
(xvii) establish, at each fiscal year, the authority of the Executive Board for the contracting of loans, financing and/or any fund raising operation and/or issuance of securities in the ordinary course of business;
(xviii) authorize the licensing of the Company’s trademark;
(xix) present to the Shareholders Meetings the proposal for spin-off, consolidation, stock merger and dissolution, as well as transformation into another corporate type, bankruptcy, judicial or extrajudicial reorganization and liquidation of the Company;
(xx) present to the Shareholders Meetings the proposal to participate in the profits of the Company’s managers;
(xxi) decide on any matter submitted to it by the Executive Board;
(xxii) approve and amend the internal regulations of the Board of Directors and the Executive Board;
(xxiii) authorize the execution of agreements between the Company and its Controlled Companies or companies under Common Control, its managers, its Controlling Shareholder, and, also, between the Company and the controlled company and the company under Common Control of the Controlling Shareholder, as well as with other companies that, with any of these persons, form part of the same legal or factual group, whenever it is reached, in a single contract or successive contracts, with or without the same purpose, in any period of one year, an amount equal to or greater than zero point twenty-five percent (0.25%) of the Company’s net revenue, ascertained in the last approved balance sheet;
(xxiv) express a favorable opinion or contrary to any public offer for the acquisition of shares issued by the Company, by means of a prior informed opinion, disclosed within fifteen (15) days of the publication of the notice of the public offering of (xxiv.1) the convenience and timeliness of the public offering for the acquisition of shares in the interest of the Company and all its shareholders, including in relation to the price and potential impacts on liquidity of shares; (xxiv.2) the strategic plans disclosed by the offeror in relation to the Company; (xxiv.3) regarding alternatives to the acceptance of the public offering for the acquisition of shares available in the market; and (xxiv.4) other points that the Board considers pertinent, as well as the information required by the applicable rules established by CVM;
(xxv) set up advisory committees with specific responsibilities, approve their respective internal regulations and appoint their respective members;
(xxvi) analyze and discuss, every six months, the evolution of the businesses and performance of its subsidiaries and investees;
(xxvii) authorize the increase of the capital stock of the wholly-owned subsidiaries and/or Investee Companies (wholly-owned subsidiaries, affiliates or controlled companies of the Company in which the Company holds a direct or indirect stake), in amounts higher than those fixed by the Board of Directors from time to time;
(xxviii) authorize the acquisition, sale, incorporation, spin-off, merger, transformation or liquidation of wholly-owned subsidiaries and/or Investee Companies of the Company;
(xxix) decide on the vote to be exercised by the Company’s representatives as shareholder or quotaholder of the Investee Companies;
(xxx) formally evaluate, at the end of each year, its own performance of the CEO, the corporate governance secretary, and the committees attached to it, as well as evaluate the performance of the other Statutory Officers performed by the Company’s CEO;
(xxxi) approve and keep up to date a succession plan for the CEO and all key people of the Company;
(xxxii) decide on the Company’s institutional policies and code of ethical conduct;
(xxxiii) other matters of the Board’s interest.
– Executive Board
Article 20. The Company’s Statutory Executive Board is comprised of at least two (2) and at most ten (10) members, being the Chief Executive Officer, one Investor Relations Officer and up to eight (8) Officers without specific designation, elected by the Board of Directors, with a unified term of office of two (2) years, with re-election permitted. The Statutory Officers may accumulate positions, as determined by the Board of Directors.
Paragraph 1 – The Statutory Officers may be dismissed and replaced at any time, by decision of the Board of Directors.
Paragraph 2 – The Statutory Officers are replaced, in cases of absence or temporary impediment, by another Statutory Officer, chosen by the Chief Executive Officer. In case of vacancy in the position of Statutory Officer, the substitute shall be elected by the Board of Directors, to complement the term of office of the replaced one, in the first meeting following the vacancy of the position, which shall occur within a maximum period of thirty (30) days.
Paragraph 3 – For the purposes of the provisions of paragraph 2 of this article, a vacancy occurs with the dismissal, death, resignation, proven impediment, invalidity or unjustified absence of the Statutory Officer for more than fifteen (15) calendar days.
Article 21. In addition to the functions and powers defined by the Board of Directors, the Officers have the following duties:
Paragraph 1 – It is incumbent on the Chief Executive Officer:
(i) establish the Company’s management model and ensure compliance;
(ii) direct the Company’s business and establish the general guidelines, aiming at the development of the Company’s activities, in accordance with the guidelines established by the Board of Directors;
(iii) comply with the resolutions of the Board of Directors and with the provisions of the bylaws;
(iv) approve the legal strategies proposed by the competent area in its two focuses – Preventive and Litigation;
(v) direct the public relations of the Company;
(vi) appoint working groups to study any matters of interest to the Company;
(vii) call and chair the meetings of the Executive Board;
(viii) represent the Company institutionally;
Paragraph 2 It is incumbent upon the Investor Relations Officer:
(i) to provide information to the investing public, CVM and stock exchanges and organized over-the-counter markets in which the Company is registered; and
(ii) keep the Company’s public company registration updated, complying with all the legislation and regulations applicable to publicly-held companies.
Paragraph 3 – Officers without a specific designation shall perform the duties to be stipulated by the Board of Directors upon their election, as indicated by the Chief Executive Officer.
Article 22. The Officers, within their respective duties, have broad powers of administration and management of the corporate business for the performance of all acts and the performance of all transactions related to the corporate purpose, except for the events set forth in these Bylaws, which can only be carried out with the prior resolution of the Board of Directors.
Article 23. The Company’s representation, actively and passively, to sign contracts and assume obligations; open and operate bank accounts, being able to issue and endorse checks; settle and sign a commitment; withdraw, issue, endorse for collection, deposit and/or discount, or accept trade bills or any other negotiable instruments; and to provide sureties, aval guarantees, or other guarantees in transactions authorized by the Board of Directors, shall be made by (i) two (2) Officers jointly; (ii) one (1) Officer jointly with one (1) attorney-in-fact, invested with specific powers; or (iii) two (2) attorneys-in-fact jointly, with specific powers.
Paragraph 1 – Notwithstanding the provisions of the head provision of this article, the Company may be represented by one (1) Officer, individually, or one (1) attorney-in-fact, with specific powers, in the acts of (i) issuing and endorsing trade bills for bank collection; endorsement of checks to deposit into a bank account of the Company; conclusion of exchange contracts; and, up to the limit set forth by the Board of Directors, signing purchase orders and confirming sales; and (ii) representation of the Company before any public, federal, state or municipal distribution, government agency or government controlled (private) company, provided it is not to assume an obligation on behalf of the Company or exonerate third parties before it.
Paragraph 2 – The power of attorneys of the Company shall be signed by two (2) Statutory Officers jointly and must specify the powers granted and the period of validity, which may not exceed one (1) year, except in the case of powers of attorney for judicial purposes, intended to defend the Company’s interests in court or in administrative proceedings, which may be granted for an indefinite period.
Article 24. The acts practiced by Directors, Officers, attorneys-in-fact or employees, in businesses that are not related to the corporate purpose, as well as the granting of loans to shareholders that are part of the controlling block, to its controlling shareholders or companies under common control, or to companies directly or indirectly controlled by them are expressly prohibited, being null and ineffective in relation to the Company.
Sole Paragraph – The Company is prohibited from providing any form of guarantee to third party obligations, except for the provision of collateral to obligations of controlled or affiliated companies and related to the carrying out of the respective corporate purposes.
Article 25. The Company’s Fiscal Council works in a non-permanent manner, with the attributions and powers conferred by law, and is installed by resolution of the Shareholders Meeting or at the request of the shareholders, in the cases provided by law.
Paragraph 1 – When installed, the Fiscal Council is composed of three (3) to five (5) full members and alternate members of the same number, elected by the Shareholders Meeting.
Paragraph 2 – The members of the Fiscal Council shall take office by means of an instrument drawn up in a proper book signed by the Board member in office, and shall be subject to the prior signing of the Consent Statement of the Members of the Fiscal Council to which the Novo Mercado Regulations refer, as well as to compliance with applicable legal requirements.
Paragraph 3 – The Fiscal Council elects its Chairman at the first meeting and operates according to the Internal Regulations approved by the Council itself.
Paragraph 4 – The resolutions of the Fiscal Council are always taken by a majority vote of those present and drawn up in the form of minutes in the proper book, and signed by all those present.
Paragraph 5 – The remuneration of the members of the Fiscal Council shall be determined by the Shareholders Meetings that elect them, subject to Paragraph 3 of Article 162 of the Corporation Law.
Paragraph 6 – The unified term of office of the members of the Fiscal Council ends at the Annual Shareholders Meeting subsequent to the one of its election.
Paragraph 7 – The members of the Fiscal Council are replaced, in their permanent impediments, by the respective alternate.
Paragraph 8 – In the event of vacancy in the position of member of the Fiscal Council, the respective alternate takes his/her place; in the absence of an alternate, the Shareholders Meeting shall be convened to proceed with the election of a member for the vacant position.
Paragraph 9 – In addition to the requirements established by law, a person who maintains a relationship with a company that may be considered a competitor of the Company (“Competitor”), with among others, a prohibition on the election of a person who: (i) is an employee, shareholder or member of a management, technical or fiscal body of the Bidder or Controlling Party or Controlled Company (as defined in Article 31, Paragraph 1 of these Bylaws); (ii) is a spouse or relative up to second degree of a member of the administrative, technical or fiscal body of the Competitor or of the Controlling Party or Controlled Party of the Competitor.
Article 26. The Committees are auxiliary bodies to the Company’s management with technical and consulting functions. The purpose of the Committees is to make the Company’s management more efficient, in order to maximize the Company’s value and shareholder returns, in compliance with the best practices of transparency and corporate governance.
Article 27. The establishment of the Committees is the responsibility of the Board of Directors, with the Audit Committee a permanent one.
Paragraph 1 – The Audit Committee’s purpose is to advise the Board of Directors on the Company’s financial statements, to issue recommendations and opinions so that the Board of Directors can promote the supervision and accountability of the financial area, and so that the Executive Board and the internal audit can perform their duties on a regular basis, as well as independent auditors can evaluate activities of the Executive Board and the internal audit.
Paragraph 2 – The composition, duties, operation and requirements and impediments for the appointment of the members of the Audit Committee and of the other Committees are defined in the respective Internal Regulations, approved by the Company’s Board of Directors.
Article 28. The Company has an Ombudsman’s Office whose purpose is to act as a communication channel with customers and users of products and services, allowing them to seek the solution of problems in their relationship with the Company through registration of claims.
Paragraph 1 – The Ombudsman’s Office has as its duties, in addition to those provided for in Resolution of the National Monetary Council No. 4.433, dated July 23, 2015:
(i) attend, register, analyze and provide formal and adequate treatment to the demands of customers and users of the Company’s products and services;
(ii) provide clarifications to clients about the progress of the demands, informing the deadline for response;
(iii) prepare and send to the internal audit, the audit committee and the Board of Directors, at the end of each semester, a quantitative and qualitative report on the activities carried out by the Ombudsman’s Office in carrying out its duties.
Paragraph 2 – The performance of the Ombudsman’s Office is guided by transparency, independence, impartiality and exemption, being endowed with adequate conditions for its effective functioning.
Paragraph 3 – The Ombudsman’s Office has ensured access to the information necessary for its action, and may request additional information and documents for the exercise of its activities.
Paragraph 4 – The Ombudsman Office shall be appointed and dismissed by the Statutory Executive Board with a unified term of office of two (02) years, the re-election being allowed.
Article 29. The Company’s fiscal year shall begin on January 1, and end on December 31 of each year. At the end of each fiscal year, the financial statements shall be prepared relating to the fiscal year ended to be presented to the Board of Directors and to the Shareholders Meetings, in compliance with the pertinent legal provisions.
Article 30. With the financial statements for the year, management submits to the Annual Shareholders Meeting the proposal on the allocation of net income for the year, calculated after deducting the interests referred to in article 190 of the Brazilian Corporation Law, pursuant to the provisions of paragraph 1 of this article, adjusted for the purposes of calculating dividends, pursuant to article 202 of the Corporation Law, subject to the following order of deduction:
(i) five percent (5%) to creation of the legal reserve, until it reaches twenty percent (20%) of the capital; In the fiscal year in which the balance of the legal reserve, plus the amount of the capital reserves, provided for in Paragraph 1 of Article 182 of the Corporation Law, exceeds thirty percent (30%) of the capital stock, the allocation of part of the net income for the year to the legal reserve shall not be mandatory;
(ii) a portion, at the proposal of the management bodies, may be allocated to the formation of a reserve for contingencies and reversal of the same reserves formed in previous years, pursuant to article 195 of the Corporation Law;
(iii) a portion shall be allocated to the payment of the mandatory annual minimum dividend to the shareholders, observing the provisions of paragraph 1 of this article;
(iv) in the year in which the amount of the mandatory dividend calculated pursuant to paragraph 1 of this article exceeds the realized portion of the profit for the year, the Shareholders Meeting may, at the proposal of the management bodies, allocate the excess to the creation of a profit reserve, pursuant to article 197 of the Corporation Law;
(v) a portion, at the proposal of the management bodies, may be retained based on a previously approved capital budget, pursuant to article 196 of the Corporation Law;
(vi) the Company shall maintain the statutory profit reserve called the “Expansion Reserve”, which shall be used to finance the expansion of the Company’s activities and/or its controlled companies and associated companies, including through subscription of capital increases, which shall be formed with up to fifty percent (50%) of net income for the year adjusted as provided for in article 202 of the Corporation Law and whose balance, together with the balances of other profit reserves, except for the unrealized profits reserve and the reserve for contingencies, may not exceed one hundred percent (100%) of the Company’s subscribed capital stock; and
(vii) the balance shall be allocated as determined by the Shareholders Meetings, subject to the legal restrictions.
Paragraph 1 – Shareholders are entitled to receive an annual mandatory dividend of not less than thirty percent (30%) of the net income for the fiscal year adjusted in accordance with article 202 of the Corporation Law.
Paragraph 2 – The Shareholders Meeting may assign to the members of the Board of Directors and Executive Board profits sharing, after deducting accumulated losses and the provision for Income Tax and Social Contribution, in the legal cases, form and limits.
Paragraph 3 – The remaining balance of the profits, if any, shall be allocated as determined by the Shareholders Meeting, and any retention of profits for the year by the Company shall be accompanied by a budget proposal previously approved by the Board of Directors. If the balance of the profit reserves, except reserves for contingencies and unrealized profits, exceeds the capital stock, the Shareholders Meetings shall resolve on the application of the excess in the payment or increase of the capital stock or also in the distribution of dividends to shareholders.
Paragraph 4 – Pursuant to article 204 of the Corporation Law, (i) the Company may draw up semiannual or shorter balance sheets and, with the approval of the Board of Directors and in compliance with the limits established by law, declaring dividends to the profit account determined in these balance sheets, which may be offset by the minimum mandatory dividend; and (ii) the Board of Directors may declare interim dividends to the account of retained earnings or existing profit reserves, based on the last balance sheet approved by the shareholders.
Paragraph 5 – The Shareholders Meetings may decide to capitalize profits or capital reserves, including those established in interim balance sheets, subject to applicable law.
Paragraph 6 – Dividends not received or unclaimed shall lapse within three (3) years from the date on which they are made available to the shareholder, and, in such event, are reversed in favor of the Company.
Article 31. By proposal of the Executive Board, approved by the Board of Directors, ad referendum of the Shareholders Meetings, the Company may pay or credit interest to the shareholders, as compensation of the shareholders’ equity, subject to applicable law. Any amounts, thus, paid may be imputed to the amount of the mandatory dividend provided for in these Bylaws.
Paragraph 1 – In case of credit of interest to shareholders in the course of the fiscal year and its attribution to the amount of the mandatory dividend, the shareholders shall be offset with the dividends to which they are entitled, and are assured payment of any remaining balance. In the event that the value of the dividends is less than what has been credited to them, the Company cannot charge the shareholders the excess balance.
Paragraph 2 – The effective payment of interest on equity, after the credit in the course of the fiscal year, shall be decided by the Board of Directors, during the same fiscal year or in the following year, but never after the dividend payment dates
Article 32. The sale of the control of the Company, directly or indirectly, through a transaction or successive transactions, shall be contracted under a condition precedent or subsequent that the Buyer undertakes to carry out a Public Offering of Shares for the shares issued by the Company held by the other shareholders, subject to the conditions and terms established in the current legislation and in Novo Mercado Regulations, in order to assure them equal treatment of that given to the Selling Shareholder.
Paragraph 1 – For the purposes of these Bylaws, the terms below beginning with capital letters have the following meanings:
“Controlling shareholder” has the meaning assigned to it in the Novo Mercado Listing Regulations;
“Selling Controlling Shareholder” has the meaning assigned in the Novo Mercado Regulations;
“Outstanding Shares” has the meaning assigned in the Novo Mercado Regulations;
“Buyer” has the meaning assigned in the Novo Mercado Regulations;
“Controlled Company” is the company in which the parent company, directly or through other subsidiaries, holds the rights of a member that permanently assures it a preponderance in the corporate resolutions and the power to elect a majority of the managers;
“Controlling Shareholder” is the company that, directly or indirectly, has the power to conduct another company;
“Diffuse Control” is one in which there is no company or group defined as controlling shareholders, leaving the Control Power diluted;
“Public Offering of Shares” means public offering for the purchase of shares;
“Control Power” (or simply “Control”) has the meaning assigned in the Novo Mercado Regulations.
“Controlling Shareholders Consent Statement” has the meaning assigned to in the Novo Mercado Regulations.
“Competitor” means companies or individuals that compete directly or indirectly with the Company in its market.
Paragraph 2 – The Controlling Shareholder may not transfer the ownership of its shares as long as the Buyer does not execute the Controlling Shareholders Consent Statement referred to in Novo Mercado Regulations.
Paragraph 3 – The Company shall not register any transfer of shares to the Buyer of the Control Power or to those that come to hold the Control Powel, as long as they do not sign the Controlling Shareholders Consent Statement to which the Novo Mercado Regulations refers.
Paragraph 4 – No Shareholders’ Agreement that provides for the exercise of the Control Power may be registered at the Company’s headquarters without its signatories having executed the Consent Statement referred to in paragraph 3 of this article.
Article 33. The Public Offering of Shares referred to in the previous article shall also be carried out:
(i) when there is an assignment for consideration of stock subscription rights and other securities or rights relating to securities convertible into shares or that entitle them to their execution that results in the sale of the Company’s Control; and
(ii) in the event of disposal of the Control of a company that holds the Control Power of the Company, in which case the Selling Controlling Shareholder is obliged to declare to B3 the amount attributed to the Company in this sale and attach the supporting documentation.
Article 34. Any person holding shares of the Company and acquiring the Power of Control by virtue of a private share purchase agreement entered into with the Controlling Shareholder(s), involving any number of shares, is obliged to:
(i) carry out the Public Offering of Shares Offer referred to in Article 33 of these Bylaws;
(ii) reimburse the shareholders from whom it has purchased the shares on the stock exchange within the six (6) months prior to the date of the sale of the Company’s Control, and pay them any difference between the price paid to the Selling Controlling Shareholder and the amount paid on the stock exchange amount per share of the Company in the same period, duly restated by the positive variation of the Extended Consumer Price Index (IPCA), or another that replaces it, up to the time of payment;
(iii) take the necessary measures to recompose the minimum percentage of twenty-five percent (25%) of the total outstanding shares of the Company, in case the percentage of these shares, after the sale of the Control, is lower than the minimum required by the Novo Mercado Regulation, within six (6) months subsequent to the acquisition of the Control.
Article 35. In the Public Offering of Shares to be effected by the Controlling Shareholder(s) or by the Company for cancellation of the publicly-held company registration, the minimum price to be offered shall correspond to the economic value determined in the appraisal report referred to in Article 3 of these Bylaws, respecting the applicable legal and regulatory rules.
Article 36. The Controlling Shareholder(s) of the Company shall execute the Public Offering of Shares if the shareholders holding the Special Shareholders Meeting resolve on the Company’s exit from the Novo Mercado, (i) for trading outside Novo Mercado or (ii) as a result of a corporate reorganization (including merger, spin-off, merger or stock merger) in which the shares of the company resulting from such reorganization are not admitted for trading on the New Market within one hundred and twenty (120) days from the date of the Shareholders Meeting that approved said transaction. This obligation shall also be characterized when the Company’s exit from the Novo Mercado is due to non-compliance with obligations contained in the Novo Mercado Regulation. The minimum price to be offered shall correspond to the economic value determined in the appraisal report, referred to in Article 36 of these Bylaws, in compliance with the applicable legislation and the rules set forth in the Novo Mercado Regulation. The notice of the Public Offering of Shares shall be communicated to B3 and disclosed to the market immediately after the Company’s Shareholders Meetings approving said exit or reorganization, as the case may be.
Sole Paragraph – The managers shall express their opinion on the terms and conditions of corporate reorganizations, increase of capital stock and other transactions that may give rise to the change of control accompanied by a Public Offering of Shares, as well as to establish in a prior opinion that fair and equitable treatment has been ensured to the Company’s shareholders.
Article 37. The appraisal report provided for in articles 35 and 36 of these Bylaws must be prepared by a specialized company with proven experience that is independent of the Company, its managers and controlling shareholders, as well as the decision-making power thereof, satisfying the requirements of paragraph 1 of article 8 of the Corporation Law and contain the liability provided for in paragraph 6 of same article 8.
Paragraph 1 – The Shareholders Meeting shall have exclusive authority on selection of the specialized company responsible for determining the economic value of the Company referred to in articles 35 and 36, as from the presentation by the Board of Directors of a triple list, and the respective resolution shall be taken by absolute majority of the votes of the Outstanding Shares manifested in the Shareholders Meeting that decided on the subject, not counting the blank votes. This Meeting, if opened on a first call, shall have shareholders representing at least twenty percent (20%) of the total Outstanding Shares or, if opened on a second call, may count on the presence of any number of shareholders representatives of Outstanding Shares.
Paragraph 2 – The costs of preparing the appraisal report shall be fully borne by those responsible for the execution of the Public Offering of Shares.
Article 38. – In the case of Diffuse Control:
(i) whenever the cancellation of the registration as a publicly-held company is approved at the Shareholders Meeting, the Company’s Public Offering of Shares shall be effected by the Company itself, in which case the shares of the shareholders that do not have voted in favor of the resolution and have accepted the Public Offering of Shares shall be purchased.
(ii) whenever the Company’s delisting from the Novo Mercado is approved at the Shareholders Meeting, either by registration for trading of the shares outside the Novo Mercado or by a corporate reorganization in which the company resulting from this reorganization is not admitted for trading on the Novo Mercado within the term of one hundred and twenty (120) days from the date of the Shareholders Meeting that approved said transaction, the Public Offering of Shares of the Company shall be effected by the shareholders who voted in favor of the respective resolution at the Shareholders Meeting.
Article 39. – In the event that the Diffuse Control and B3 determine that the prices of securities issued by the Company are disclosed separately or that the securities issued by the Company have their trading suspended in the Novo Mercado due to non-compliance with obligations under the Novo Mercado Regulations, the Chairman of the Board of Directors shall convene, within two (2) days of the determination, computing only the days in which there is circulation of the journals customarily used by the Company, a Special Shareholders Meeting to replace the entire Board of Directors.
Paragraph 1 – If the Special Shareholders Meeting referred to in the head provision of this Article is not called by the Chairman of the Board of Directors within the established term, it may be called by any shareholder of the Company.
Paragraph 2 – The new Board of Directors elected at the Special Shareholders Meeting referred to in the head provision and paragraph 1 of this Article shall remedy the noncompliance with the obligations set forth in the Novo Mercado Regulations in the shortest possible time period or in a new term granted by B3 for that purpose, whichever is lower.
Article 40. – In the event the Diffuse Control and the Company’s withdrawal from Novo Mercado occurs due to noncompliance with obligations contained in the Novo Mercado Regulation of B3, the following shall be observed: (i) if the breach results from a resolution at a Shareholders Meetings, the Public Offering of Shares shall be effected by the shareholders who voted in favor of the resolution that implies the breach and (ii) if the noncompliance arises from an act or fact of the management, the Company shall carry out a Public Offering of Shares for cancellation of registration as a publicly-held company addressed to all the Company’s shareholders. In this situation (ii), if the maintenance of the company’s registration is decided at the Shareholders Meeting, the Public Offering of Shares shall be effected by the shareholders who voted in favor of such a resolution.
Article 41. – If there is no provision in the Novo Mercado Regulations in regards to the Public Offering of Shares referred to in Articles 34 and 36, in the event of Diffuse Control, the rules of Articles 37 and 38 of these Bylaws shall prevail.
Article 42. It is possible to formulate a single Public Offering of Shares, aiming at more than one of the purposes set forth in this Chapter IX, in the Novo Mercado Regulations or in the regulations issued by CVM, provided that it is possible to reconcile the procedures of all Public Offering modalities of Shares, there is no loss to the recipients of the offer and the authorization of the CVM is obtained when required by applicable law.
Article 43. The Company or the shareholders responsible for conducting the Public Offering of Shares provided for in this Chapter IX, the Novo Mercado Regulations or in the regulations issued by the Securities Commission (CVM) may ensure its effectiveness through any shareholder, third party and, as the case may be, by the Company, provided that there is no loss to the addressees of the Public Offering of Shares and that the authorization of the Securities Commission (CVM) is obtained when required by applicable law. The Company or the shareholder, as the case may be, shall not be exempt from the obligation to execute the Public Offering until it is concluded, observing the applicable rules.
Article 44. The Company, its shareholders, managers and members of the Fiscal Council agree to decide, through arbitration, before the Market Arbitration Chamber, any and all disputes or controversies that may arise between them, relating to or arising, in particular, from the application, validity, effectiveness, interpretation, violation and its effects, the provisions contained in the Corporation Law, the Company’s Bylaws, the rules issued by the National Monetary Council, the Central Bank of Brazil and by CVM, as well as in the other rules applicable to the operation of the capital market in general, in addition to those included in the Novo Mercado Regulations, the Novo Mercado Participation Agreement and the Arbitration Regulations of the Market Arbitration Chamber.
Sole paragraph – Without prejudice to the validity of the arbitration clause, any party to the arbitration proceeding has the right to resort to the Judiciary with the purpose of requesting, if and when necessary, provisional remedies for the protection of rights, in arbitration proceedings instituted or not yet instituted, and as soon as any such measure is granted, the power to decide on the merits shall be immediately returned to the arbitral tribunal established or to be established.
Article 45. The Company shall be liquidated in cases determined by law, and the Shareholders Meeting shall be entitled to elect the liquidator or liquidators, as well as the Fiscal Council, which shall function during this period, in compliance with legal formalities. In addition, the Company is subject to the regime of temporary administration, intervention and extrajudicial liquidation, under the conditions and form provided for in applicable law.
Article 46. The cases omitted in these Bylaws shall be resolved by the Shareholders Meeting and regulated in accordance with the provisions of the Corporation Law.
Article 47. The Company shall observe the shareholders’ agreements filed at its Headquarters, if any, and the registration of the transfer of shares and the calculation of the vote rendered at a Shareholders Meeting or at a meeting of the Board of Directors contrary to its terms shall be prohibited.
Article 48. The provisions contained in Chapters IX and X, as well as the rules relating to the Novo Mercado Regulation contained in article 13, in fine; article 15, paragraph 1; article 20, “xiii” and article 26, paragraph 2, in fine of these Bylaws shall only be effective as of the date on which the B3 Novo Mercado Participation Agreement signed by the Company enters into force, which shall occur on the date of publication of the Commencement Notice.
Article 49. The Company, its shareholders, including controlling shareholders, managers and members of the fiscal council shall comply with the provisions of the Novo Mercado Regulations for Listing of Issuers and Admission to Trading of Securities, including rules regarding the withdrawal and exclusion of trading of securities admitted to trading on the Organized Markets managed by B3.