- CHAPTER I - Corporate Name, Head Office, Corporate Purpose and Effectiveness
- CHAPTER II - Capital Stock
- CHAPTER III - Shareholders' Meeting
- CHAPTER IV - Management
- CHAPTER V - Fiscal year and Profit Sharing
- CHAPTER VI - Fiscal Council
- CHAPTER VII - Disposal of Shareholding Control, Cancellation of the Registry as a Publicly-Held Company and Delist from Novo Mercado Segment
- CHAPTER VIII - Conflict Of Interest
- CHAPTER IX - Arbitration
- CHAPTER X - Settlement
Article 1. Corporate Name. The Company’s corporate name is BR PROPERTIES S.A., hereinafter referred to as the “Company”.
Sole Paragraph. As a result of the Company’s operation in the “New Market” segment of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), the Company, its shareholders, including the controlling shareholders, manager and Fiscal Council’s members, if implemented, shall be subject to the provisions set forth in the B3 New Market Regulation (“New Market Regulation”).
Article 2. Headquarters, Branches and other Offices. The Company´s headquarters is located at Avenida das Nações Unidas, nº 12.495, Centro Empresarial Berrini, Torre A – Torre Nações Unidas, 18th floor, office 181, Brooklin Novo, in the city of São Paulo, state of São Paulo (Zip Code 04578-000). The Company’s branches and other offices may be opened or closed upon approval of the Board of Directors.
Article 3. Corporate purpose. The Company’s corporate purposes are: (i) the acquisition, sale and merger of commercial properties constructed or to be constructed; (ii) the management of own or third-party properties; (iii) the rental, commercial exploration, leasing and sub-leasing of own or third-party commercial properties, including built-to-suit commercial properties by the Company; (iv) the rendering of consulting services; and (v) the investment in companies, associations, property investment fund or equity investment fund.
Paragraph 1. The activities described in items (i) and (iii) of the caput hereof shall be performed in commercial properties, multiple use developments, commercial property parts, land or land parts, all located in Brazil, mainly buildings and commercial and office floors, retail stores and warehouses.
Paragraph 2. The Company is not obligated to hold any assets during any period of time, and may sell the assets in accordance with its interests.
Article 4. Effectiveness. The Company shall exist for an indefinite period.
Article 5. Capital Stock. The stock capital is R$ 4.369.144.124,79 (four billion, three hundred and sixty-nine million, one hundred and forty-four thousand, one hundred and twenty-four Reais and seventy-nine cents), divided into 491.510.283 (four hundred and ninety-one million, five hundred and ten thousand, two hundred and eighty-three) common and book-entry shares, without par value.
Paragraph 1. Vote per share. The capital stock is exclusively represented by common shares and each common share representing the capital stock shall entitle to the holder the right to one vote in the Shareholders’ Meeting’s resolutions.
Paragraph 2. Registered and Book-Entry Shares. The Company’s shares are registered and book-entry, and will be held in deposit accounts in the name of their holders, with a financial institution authorized by the Brazilian Securities and Exchange Commission (“CVM”). Subject to the maximum limits set by CVM, the cost of transfer and registration, as well as the cost of the service related to book-entry shares may be charged directly to the shareholder by the depositary institution, as defined in the share bookkeeping agreement.
Paragraph 3. Authorized Capital. The Board of Directors may increase the capital stock up to 950.000.000 (nine hundred and fifty million) shares, regardless of the statutory reorganization or approval by the shareholders; moreover, the Board may also establish the terms, conditions, price of issue and payment method for the new shares to be issued.
Paragraph 4. Exclusion of the Preemptive Right. As set forth in Article 172, of Law 6404/76 (“LSA”), the issuance of shares for capital stock increase, debentures convertible into shares or subscription bonus, the placement of which is performed through the sale in stock exchanges or public subscription, may exclude the preemptive rights of the former shareholders, or reduce the exercise period of these preemptive rights.
Paragraph 5. Stock Option Plan. The Board of Directors may, in accordance with the plan approved by the Shareholders’ Meeting, grant options to the Company`s directors, executive officers and employees for the acquisition or subscription of shares representing the Company’s capital stock, with no preemptive rights to the other Company’s shareholders.
Paragraph 6. Interest in Arrears against the Subscriber. In the event the subscriber fails to undertake the payment of the subscribed shares, as set forth in the respective subscription bulletin or in accordance with the capital increases requested, the subscriber shall be subject to interest in arrears, as set forth in Articles 106 and 107 of the Corporation Law, being subject to the payment of fines equivalent to 10% (ten percent) of the total subscription price, plus interest at the rate of 12% (twelve per cent) per year and monetary adjustment based on the General Market Price Index, published by Getúlio Vargas Foundation.
Paragraph 7. Founder’s Shares and Preferred Shares. The Company shall not issue founder’s shares and/or preferred shares.
Article 6. Reimbursement due to Dismissal. As set forth in Article 45 of the LSA, the amount to be paid to the shareholders with dismissal rights shall be calculated based on the Company’s economic value, in the event the economic value is lower than the shareholders’ equity recorded in the balance sheet approved by the last Shareholders’ Meeting. The shareholders’ equity shall be used to calculate the shareholders’ reimbursements in the event the reimbursement is lower than the Company’s economic value.
Article 7. Shareholders’ Meeting. The Shareholders’ Meeting shall be entitled with powers to resolve all matters related to the Company’s corporate purposes, as well as approve any resolutions or measures deemed appropriate for the Company’s protection and development of the corporate purposes. Except for the exceptions set forth in applicable law, and in accordance with this Bylaws, the resolutions of the Shareholders’ Meeting’s shall be resolved by the majority of the votes, not including the abstentions and votes in blank.
Paragraph 1. Ordinary and Extraordinary Shareholders’ Meeting. The Ordinary Shareholders’ Meeting shall be held during the 4 (four) first months following the termination of the year. The Shareholders’ Shareholders’ Meeting shall be held according to the Company’s interests and under applicable law.
Paragraph 2. Members in attendance. The Shareholders’ Meeting shall be held by the Board of Directors’ Chairman, which shall preside the meeting. In the absence of the Chairman, another member of the Board of Directors or another shareholder shall assume this function. The Chairman shall appoint one or more secretaries.
Paragraph 3. Shareholders’ Meeting Measures. Without prejudice to the other measures set forth in applicable law, the Shareholders’ Meeting shall undertake the following measures:
- implementation of the stock option plan or subscription options to its managers and employees; and
- provision for cancellation of registration as a publicly-held company.
Article 8. Management. The Company shall be managed by the Board of Directors and Executive Board.
Sole Paragraph. Investiture. The investiture of managers and members of the Fiscal Council, both sitting and alternate, is subject to the signing of an instrument of investiture, which shall include their submission to the commitment section referred to in Article 31 of these By-laws. Additionally, the investiture of the Board of Directors members will be subject to the signature of the respective instrument drawn up in the Board of Directors’ Meeting Minutes Book, as well as to the compliance with the applicable legal requirements.
Article 9. Directors and Executive Officers’ compensation. The Shareholders’ Meeting shall determine the global compensation of the Company’s directors and executive officers. The Board of Directors, according to paragraph 1 of Article 12, will be responsible for the distribution of this global compensation among the members of the Board of Directors and the Executive Board.
Board of Directors
Article 10. Number and Term of Office. The Company’s Board of Directors will be composed of a minimum of 05 (five) and a maximum of 07 (seven) sitting members, with a unified term of office of 2 (two) years, reelection being permitted.
Paragraph 1. Independent Directors. In the composition of the Board of Directors, at least 2 (two) or 20% (twenty percent), whichever is greater, of the directors shall bD Independent directors, according to the definition of the Novo Mercado Rules, with the characterization of the nominees of the Board of Directors as independent directors to be decided at the Shareholders’ Meeting that elects them. When, as a result of observing this percentage, a fractional number of directors results, the Company shall round it up to the next whole number.
Paragraph 2. Chairman. The Board of Directors shall be comprised of one Chairman and one Vice-Chairman to be elected amongst its members. The Vice-Chairman shall replace the Chairman in the event of absence of the latter. The positions of Chairman of the Board of Directors and Chief Executive Officer or main executive officer may not be held by the same person.
Paragraph 3. Impediment of Directors. In the event of termination, resignation, replacement, permanent disqualification or any other event resulting in the absence of the Director, the substitute may be elected by the remaining members and shall hold the position until the next Ordinary Shareholders’ Meeting of the Company, which shall resolve on his/her election.
Paragraph 4. Absence of Directors. Absent directors may indicate another member of the Board of Directors to act as the representative of the meeting, which representative shall vote in accordance with the instructions received from the absent director. In the event no other member of the Board was indicated as the representative of the absent director, the alternate of such director shall be entitled with the right to participate and vote at the meeting.
Paragraph 5. Reimbursement of Expenses. The Company shall reimburse the directors for reasonable expenses (including travel and accommodation expenses) incurred in connection with the exercise of their activities on behalf of the Company, including the attendance to the Board’s meetings and committees.
Article 11. Board’s Meetings. The Board of Directors shall meet on a quarterly basis and whenever requested by any director, upon notice submitted to the other directors within, at least, 10 (ten) years before such meeting. The agenda, including all matters to be discussed at the meeting, as well as all supporting documentation reasonably deemed necessary to assure the adequate resolution shall be submitted to the directors within 5 (five) days before such meeting. Prior to the realization of any Shareholders’ Meeting to resolve about the matters under the exclusive responsibility of the Shareholders, the Board of Directors shall request a meeting to discuss such matters.
Paragraph 1. Valid meeting. The meeting shall be considered valid even as regards to those cases in which the request notice and/or agenda were not previously provided in accordance with the caput, provided that all directors attend to the meeting and all such directors declare, in writing, in the meeting’s minutes, that the lack of such agenda did not affect the votes at the meeting.
Paragraph 2. Board of Directors’ Decisions. The Board of Directors’ decision at the respective meetings shall be taken by the vote of the majority of the attending members.
Paragraph 3. Attendance to the Meetings. The directors shall attend to the Board of Directors’ meetings through telephone conference, video conference or any other electronic communication media which would allow the identification of the director and the simultaneous communication with all other persons who attended to the meeting, being such director considered present at the meeting and the vote of which shall be confirmed by means of a notice in writing addressed to the secretary of the meeting through a letter, facsimile or email, immediately upon the conclusion of the meeting. Once such declaration is received, the secretary of the meeting shall be entitled with full powers to execute the meeting’s minutes on behalf of the director.
Article 12. Board’s Approval. The performance by the Company of the measures set forth hereunder shall be approved by the Board of Directors, in accordance with the following paragraphs. Whenever, in case of Conflict of Interests, one or more directors are not able to vote any matter set forth in this Article, the votes of such directors under such situation of Conflict of Interests shall not be included in the determination of the quorum for such resolution.
Paragraph 1. Powers. Without prejudice to the other matters set forth in applicable law or in the Bylaws, the Board of Directors shall approve the following:
(i) Company’s capital stock increase and issuance of subscription bonus, in both cases, in accordance with the Company’s authorized capital stock;
(ii) third-party transactions, of any nature, in accordance with the provisions set forth in this Article;
(iii) appointment and replacement of the independent auditors or other Company’s auditors;
(iv) any relevant change in the accounting policies and practices for the disclosure of the Company’s information, except when required by the accounting principles generally accepted or under applicable law or normative act;
(v) business plan, annual operational budget and respective changes, as well as the expenses not estimated in the budget;
(vi) Company’s general and administrative costs and expenses above the annual budget estimates;
(vii) acquisition of marketable securities issued by the Company, subject to burdens, to be held in treasury or cancelled, in accordance with CVM regulations;
(viii) assumption of any type of indebtedness or rendering of guarantees, burden or other security rights related to such indebtedness, except for the estimates included in the annual budget approved previously by the Board of Directors;
(ix) subject to the provisions of the annual budget previously approved by the Board of Directors, to approve the settlement, sale, assignment or any other form of provision, by the Company and/or its affiliates, of (a) any properties, subject to paragraph 2 of Article 3; or (b) non-financial assets, if such transactions represent, in an operation or a series of related transactions, an amount equivalent or higher than R$ 5.000.000,00 (five million Reais);
(x) in accordance with the plans approved by the Shareholders’ Meeting, the granting of the stock option plans to the Company’s directors, executive officers and employees;
(xi) resolve on the issue of debentures convertible or not in the Company’s common shares, by determining the conditions of issue, including the price and term for payment, provided that, in the event of the issue of debentures convertible into common shares of the Company, the Board of Directors shall establish the limit of the capital increase arising from the conversion of the debentures, equivalent to the amount of the capital stock or number of shares, in accordance with the limit of the authorized capital set forth in Article 5 of this Bylaws;
(xii) determination of the profits to be allocated to the Company’s directors, executive officers and employees;
(xiii) approve the constitution or termination of the Company’s subsidiaries;
(xiv) subject to the transactions contained in the annual budget previously approved by the Board of Directors, to approve investments (including, but not limited to, acquisitions, mergers, associative agreements or joint ventures), by the Company and/or its affiliates, if such investments (a) represent, in an operation or a series of related operations, an amount equivalent or higher than R$ 100.000.000,00 (one hundred million Reais) (including debts assumed in a given transaction, whether existing or contracted for that purpose);
(xv) measures to allow a third party to become the holder of a corporate interest in a subsidiary to which the Company allocates its investments in connection with the Company’s corporate purposes;
(xvi) determination of purposes, policies and basic guidelines for the Company’s general business guidelines;
(xvii) election and dismissal of the executive officers, as well as the determination of compensation, duties and powers, in accordance with the limitations set forth at the Shareholders’ Meeting;
(xviii) presentation to the Shareholders’ Meeting of the proposal to allocate the Company’s net profits; and
(xix) declare to be favorable or contrary in relation to any public offering of acquisition of shares whose target are the shares issued by the Company, by means of prior justified opinion, announced within fifteen (15) days of the publication of the invitation for public offering of acquisition of shares, which shall include at least (i) the convenience and opportunity of the public offering of acquisition of shares regarding the interest of the group of stockholders and in relation to the liquidity of the securities they own; (ii) the repercussions of the public offering of acquisition of shares over the interests of the Company; (iii) the strategic plans announced by the party making the offer in relation to the Company; (iv) other points which the Board of Directors consider relevant, as well as the information required by the applicable rules established by CVM;
(xx) except for the transactions contained in the annual budget previously approved by the Board of Directors, to approve the participation of the Company and/or its affiliates in the capital of other companies, in the country or abroad, including through the contribution of assets of the Company and/or its affiliates, and subsequent contributions;
(xxi) file a judicial, arbitral or any other form of litigation involving the Company (“Dispute”) in an amount equivalent or higher than R$ 50.000.000,00 (fifty million Reais) or enter into a settlement of Disputes in an amount equivalent or higher than R$ 50.000.000,00 (fifty million Reais).
Paragraph 2. Matters Related to the Shareholders’ Meeting. The Board of Directors shall previously declare its opinion on any matter submitted for approval by the Shareholders’ Meeting, and the Board of Directors shall issue a favorable or unfavorable opinion.
Article 13. Advisory Committees. The Board of Directors shall approve the creation of advisory committees to advise and guide the directors. The Board of Directors shall be entitled with powers to determine the composition of these committees, as well as establish the respective duties and compositions thereof.
Article 14. Board of Directors. The Executive Board shall represent and manage the Company on a regular basis.
Paragraph 1. Composition. The Executive Board shall be comprised of, at least, 2 (two) members and, at most, 6 (six) members, being one CEO, one CFO, which shall also be the Investor Relations Officer, and the other executive officers, with no specific duties.
Paragraph 2. The duties of each director shall be established by the Board of Directors upon their election, as set forth in Article 143, item IV, of LSA.
Paragraph 3. Investiture. The investiture of the Officer will be subject to the signature of the respective instrument, drawn up in the Executive Board’s Meeting Minutes Book, as well as to the compliance with the applicable legal requirements.
Paragraph 4. Term of Office. The members of the Executive Board shall have a unified term of office of 3 (three) years and renewal shall be permitted. The executive officers’ mandate shall be automatically extended upon the respective termination thereof until the period the Board of Directors is able to elect the new executive officers or determine the renewal of the terminated mandates.
Article 15. Company’s Representation. Except for the cases set forth in the Bylaws, any measure which would represent any responsibility or obligation, of any nature, against the Company, shall be executed by 2 (two) executive officers.
Article 16. Powers-of-attorney. The proxies on behalf of the Company (i) shall be granted by 2 (two) executive officers; (ii) shall include details of the powers granted; and (iii) shall be effective for no more than 1 (one) year. Except for this rule, the proxies granted for ad judicia representation, representation in arbitration procedures or representation in administrative procedures at the federal, state or municipal levels, inclusive before the respective bodies and foundations, shall be granted by a single executive officer and for an undetermined effective period.
Article 17. Fiscal Year. The Company’s fiscal year commences in January 1 and terminates in December 31 of each year.
Paragraph 1. At the year ended, the Executive Board shall prepare, in accordance with the applicable legal provisions, the following financial statements: (a) balance sheet; (b) statement of income; (c) statement of changes in shareholders` equity; (d) statement of cash flows; (e) statement of added value; and (f) notes to the financial statements.
Paragraph 2. Together with the financial statements for the year, the Board of Directors shall provide to the Ordinary Shareholders’ Meeting the proposal on the allocation of net income, as set forth in the Bylaws and applicable Law.
Article 18. Dividends. The shareholders shall be entitled with the right to receive, each year, as dividends, the minimum mandatory dividend of 25% (twenty-five percent) on the net profit, with the following adjustments:
(a) adding the amounts resulting from reversal during the year of contingency reserves previously established;
(b) deducting the amounts set aside during the year for establishment of the statutory reserve and contingency reserves; and
(c) whenever the value of the mandatory minimum dividend exceeds the realized installment of the net income for the year, the management may propose, and the Shareholders’ Meeting shall approve, the allocation of the exceeding value to the unrealized revenue reserve (Article 197 of LSA, with the wording provided by Law 10303/01).
Paragraph 1. The Meeting may establish the profit sharing to the Administrators, in accordance with the applicable legal limits. The payment of such profit sharing shall be subject to the payment of the mandatory dividends to the shareholders, as set forth in this Article.
Paragraph 2. The Meeting may resolve, at any time, to distribute the dividends due to the previously existing profit reserves.
Paragraph 3. The Company may prepare semiannual or interim balance sheets. The Board of Directors may determine the distribution of dividends to be discounted from the revenues recorded in such balance sheets. The Board of Directors may also declare interim dividends to be discounted from the retained earnings or revenue reserves existing on such balance sheets or on the last annual balance sheet.
Paragraph 4. The Board of Directors may pay or credit interest on own capital, ad referendum of the Ordinary Shareholders’ Meeting which evaluated the financial statements for the year as regards to which such interest on own capital was paid or credited.
Article 19. Statutory Reserve. Up to 5% (five percent) of the adjusted net profit may be allocated to the Special Reserve for reinforcement of working capital and financing of the maintenance, expansion and development of the activities comprising the Company’s corporate purpose, whose balance, together with the other earnings reserves, except for the contingencies, tax incentives and unrealized earnings, shall not exceed the capital stock.
Sole Paragraph. Capitalization of Reserves. The Shareholders’ Meeting shall approve the capitalization of reserves recorded in the semiannual or interim balance sheets.
Article 20. Monetary Adjustment, Interest and Reversal to the Company. The interest on own capital, as well as the dividends, shall be paid to the shareholders under applicable law. The monetary adjustment and/or interest on such amounts shall solely be paid upon determination of the proper Shareholders’ Meeting or Board of Directors’ Meeting. Payments of interest on own capital or dividends will revert in favor of the Company, if they are not claimed by the shareholders within 3 (three) years as of the which they were placed in the shareholder provision as established in the respective provision or in respective notice to shareholders regarding dividends or interest on own capital.
Article 21. Fiscal Council. The Fiscal Council shall be established as requested by the shareholders, on a non-permanent basis, under applicable law. When implemented, the Fiscal Council shall be comprised of 3 (three) effective members, and the same number of alternates, which members shall exercise their duties up to the first Ordinary Shareholders’ Meeting held after the respective election of such members, reelection allowed.
Paragraph 1. The members of the Fiscal Council will be vested in their offices by signing the instrument of investiture in the Fiscal Council’s Meetings Minutes Book, as well as by meeting the applicable legal requirements.
Paragraph 2. The compensation of the Fiscal Council’s members shall be determined by the Ordinary Shareholders’ Meeting.
Paragraph 3. The Fiscal Council’s obligations are determined by applicable law.
Article 22. The direct or indirect disposal of the Company’s shareholding control, both through a single operation or successive operations, shall be contracted under the condition that the acquirer of the shareholding control agrees to perform the public offering for acquisition of shares, in connection with the shares issued by the Company and owned by the other shareholders, according to the conditions and terms set forth in applicable legislation and regulation in effect, and Novo Mercado Regulation, in order to ensure the same treatment offered to the seller.
Article 23. Any shareholder purchasing or becoming the holder of the shares issued by the Company, in a number equivalent to or greater than 20% (twenty percent) of the total shares issued by the Company, shall, within 60 (sixty) days as from the acquisition date or the event which resulted in the holding of shares in a number equivalent to or greater than 20% (twenty percent) of the Company’s total outstanding shares, undertake or request the registration, however the case may be, of a public acquisition offering (“OPA”) of the total shares issued by the Company, as set forth in applicable CVM regulations, Novo Mercado Regulation, other B3 regulations and the terms and conditions of this Article.
Paragraph 1. The OPA shall be: (i) directed to all of the Company’s shareholders; (ii) concluded at the auction to be performed at B3; (iii) launched at the price established as set forth in Paragraph 2 of this Article; and (iv) paid in cash, in local currency, against the acquisition, through the IPO, of the shares issued by the Company.
Paragraph 2. The acquisition price, in connection with the IPO, of each share issued by the Company shall not be lower than 110% of its Economic Value, as determined in the appraisal report prepared in accordance with the provisions and procedures set forth in Article 30 hereof.
Paragraph 3. The performance of the IPO referred to in the caput of this Article shall not exclude the possibility of another Company’s shareholder or, however the case may be, the Company to perform another IPO, under the terms of applicable regulation.
Paragraph 4. The performance of the IPO referred to in the caput of this Article may be released upon the favorable vote of the shareholders meeting at the Shareholders’ Meeting specifically requested for such purpose, and the Acquiring Shareholder shall abstain from voting at the Meeting.
Paragraph 5. The acquiring shareholder shall be under the obligation to attend to any requests or demands made by the CVM and B3 relating to the IPO, within the maximum time limits provided for in the applicable regulation.
Paragraph 6. In the event the Acquiring Shareholder is not able to comply with the obligations set forth in this Article, inclusive as regards to the maximum terms (i) for the performance or request for registration of the IPO, or (ii) in compliance with the possible Brazilian Securities and Exchange Commission – CVM requests or requirements, the Company’s Board of Directors shall request the Extraordinary Shareholders’ Meeting, in which the acquiring shareholder shall not vote, in order to determine the suspension of the acquiring shareholder’s rights which was not able to comply with any obligation set forth herein, in accordance with Article 120 of the LSA.
Paragraph 7. Any acquiring shareholder acquiring or becoming the holder of other rights, including (i) Other corporate rights related to a number equivalent to or greater than 20% (twenty percent) of the total shares issued by the Company, or (ii) Derivatives (a) which would grant the right to the Company’s shares representing 20% (twenty percent) or more of the Company’s shares, or (b) which would grant the right to receive an amount equivalent to 20% (twenty percent) or more of the Company’s shares shall be also obligated, within 60 (sixty) days as from such acquisition or event to perform or request the registration, however the case may be, of an IPO, under the terms described in this Article 23.
Paragraph 8. The obligations set forth in Article 254-A of the LSA and Articles 22 of these By-laws do not exclude the compliance, by the acquiring shareholder, with the obligations set forth in this Article.
Paragraph 9. The provision of this Article 23 does not apply in the event that a person becomes the owner of shares issued by the Company in a volume greater than 20% (twenty percent) of the total shares issued by it due to (i) the merger of another corporation by the Company, (ii) the merger of the shares of another corporation by the Company (iii) the cancellation of treasury-held shares, or (iv) the subscription of shares in the Company, carried out by means of a single primary single issue, which has been approved at the Shareholders’ Meeting of the Company, called by the Board of Directors, and whose purpose to increase capital has determined the fixing of the price of issue of the shares based on the economic value obtained from an economic-financial appraisal report of the Company prepared by a specialist institute or company with proven experience in appraising publicly-held companies.
Paragraph 10. For purposes of calculation of 20% (twenty percent) of the total shares issued by the Company, as set forth in the caput of this Article, the unexpected increases in the shareholding control, resulting from the cancellation of the treasury shares or decrease in the Company’s capital stock upon the cancellation of the shares, shall not be calculated.
Article 24. The appraisal report set forth in Articles 23 of the Bylaws shall be prepared by specialized institution or company, with confirmed experience and independency as regards to the decision power of the Company, the manager and controllers thereof, being understood that the appraisal report shall be prepared in accordance with Article 8, Paragraph 1 of the LSA, including the responsibilities set forth in Article 8, Paragraph 6, of the LSA.
Article 25. A single tender offer may be held for one or more purposes envisaged in this Chapter VII as well as the Novo Mercado and CVM Rules, provided it complies with the procedures for all types of acquisition public offering and does not entail losses for the offer’s addressees, and CVM’s authorization is obtained when required by applicable law.
Article 26. The Company or the shareholders responsible for carrying out the takeover bid provided for in this Chapter VII, in the Novo Mercado Rules or in the regulation issued by the CVM may ensure its effectiveness through any shareholder, third party and, as the case may be, by the Company. The Company or the shareholder, as the case may be, is not exempt from the obligation to carry out the takeover bid until it is completed in compliance with the applicable rules.
Sole paragraph. Notwithstanding the provisions set forth in Articles 27 and 28 of the Bylaws, the provisions of the Novo Mercado Regulation shall prevail over the statutory provisions in the event of non-compliance with the recipients’ rights of the public offerings referred to in the Bylaws.
Article 27. Each shareholder or shareholders group shall be obligated to disclose, upon notice to the Company’s Investor Relations Officer, which notice shall include the information set forth in Article 12 of CVM Instruction No 358/2002, the acquisition of shares, which added to the shares already held, exceed 5% (five percent) of the Company’s capital, as well as, once this percentage is reached, the acquisition of shares equivalent to more than 2.5% (two point five percent) of the Company’s capital or multiples of such percentage.
Paragraph 1. In addition to the provisions set forth in the caput hereof, as from the date the controlling shareholder no longer holds more than 50% (fifty percent) of the Company´s capital stock, any acquiring shareholder holding, directly or indirectly, ownership interest in outstanding equivalent or higher than 5% (five percent) of the Company´s capital stock, and that intends to perform a new acquisition of the outstanding shares, shall be obligated to (i) perform each new acquisition in B3, it being prohibited the performance of private negotiations or in the over-the-counter market; (ii) previously to each new acquisition, inform in writing the quantity to the Company’s Investor Relations Officer the number of Outstanding Shares that the acquiring shareholder intends to acquire, within 3 (three) business days in advance from the date established for the performance of the new acquisition of shares.
Paragraph 2. In the event the Acquiring Shareholder is not able to comply with the obligations set forth in this Article, the Company’s Board of Directors shall request the Extraordinary Shareholders’ Meeting, in which the Acquiring Shareholder shall not vote to resolve about the suspension of the Acquiring Shareholder’s rights, as set forth in Article 120 of the LSA, without prejudice to the Acquiring Shareholder’s responsibility as regards to the losses and damages caused to the other shareholders in view of the non-compliance with the obligations set forth in this Article.
Article 28. The cases not envisaged in these Bylaws shall be resolved at the Shareholders’ Meeting and regulated pursuant to LSA and Novo Mercado Regulation.
Article 29. According to the provisions in Article 115 of LSA, the shareholder and/or manager involved in any situation representing Conflict of Interest for such shareholder and/or manager, as the case may be shall not vote the matters at the Shareholders’ Meeting and/or management body meeting, in which case the such shareholder/manager shall abstain from voting, and the votes of the managers in this case shall not be considered for purposes of determining the quorum of such resolution. The manager involved in any situation representing Conflict of Interest shall be deemed prohibited before the holding of the management body meeting called to resolve on the respective matter, and the Chairman of the Board of Directors or the Chief Executive Officer, as the case may be, shall be notified in this regard and shall not analyze any material distributed in this regard.
Paragraph 1. As set forth in the Bylaws, the terms in capital letters shall have the following meanings:
- “Conflict of Interest” means any situation or event of conflict of interest, as set forth in the Corporation Law, as well as any event involving the contracting of business, construction works and technical services, corporate transaction, acquisition of assets or ownership interest, by BR Properties with any Related Party of the manager and/or shareholder, as the case may be, with an interest contrary to the Company’s interest in such case.
- “Related Party” means the person aligned with the definition of related party set forth in Technical Pronouncement CPC 5 (R1) of the Accounting Pronouncements Committee approved by Resolution 642, of October 7, 2010 issued by the Brazilian Securities and Exchange Commission.
Article 30. Arbitration. The Company, its shareholders, managers and Fiscal Council’s members, as effective or alternate members, if any, agree to resolve, by means of arbitration, before the Market Arbitration Chamber, under applicable regulation, any conflict that may arise relating to or arising from the condition thereof as issuers, shareholders, management members and Fiscal Council’s members, specially, those in connection with the provisions set forth in Law 6385/76, in LSA, in Company’s Bylaws, rules enacted by the National Monetary Council, Central Bank of Brazil and Brazilian Securities and Exchange Commission, as well as other rules applicable to the operation of the general capital market, in addition to the rules set forth in the New Market Regulation, other B3 regulations and New Market Participation Agreement.
Article 31. Settlement. The Company will be liquidated in the cases provided for by law or as resolved by the Shareholders’ Meeting in this regard, with the Shareholders’ Meeting being responsible for the appointment of the liquidator and the Fiscal Council which shall operate during the settlement period.