Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
§ 12 New fully paid-up shares may receive dividends in full, irrespective of the
date of subscription. It will be the responsibility of the General Meeting or of the
Board of Directors, as the case may be, to set out the payment conditions for newly-
subscribed shares, and for bonus shares issued, and they may also create incentives
for the immediate paying-in of the corresponding amounts.
§ 13 The preemptive right can be excluded or the exercise period can
be reduced, at the discretion of the Board of Directors, in connection with the
issuances of shares and subscription warrants, whose placement is made
through (i) sale on stock exchange or public subscription, or (ii) share
exchange, in a public offering, by operation of law.
TITLE III
SHAREHOLDERS' MEETING
Art. 6°. The General Meeting will ordinarily be held on or before April
30 of each year and, extraordinarily, whenever corporate interests so demand.
§1° A General Meeting shall be convened by the Board of
Directors or, in such cases as the law allows, by shareholders or by the Fiscal
Council, by means of a published announcement, with the first call being made
at least fifteen (15) days in advance and the second at least eight (8) days in
advance. The General Meeting which shall consider the cancellation of the
registration of a publicly company shall be convened at least thirty (30) days in
advance.
§ 2º A shareholder may be represented at a General Meeting by a
attorney-in-fact authorized, in the manner prescribed by the current
legislation, not more than a year previously, and who must be a shareholder
or manager of the Company or a lawyer; and the prior deposit of the
respective instrument of proxy at the Company's registered office may be
required, within the period fixed in the announcements convening the
meeting.
§ 3º The General Meeting will fix, each year, the aggregate amount
of the compensation of the managers, the Audit Committee and the Fiscal
Council, if one has been appointed.
§ 4º The General Meeting shall be called to order and chaired by the
Chairman of the Board of Directors, or by any member of the Executive
Board, except Officers without a specific designation, or by the
representative of the Controlling Shareholder, who shall invite one of those
present to act as Secretary to the Meeting.
§ 5º It is the responsibility of the General Meeting to decide all those
matters which are privy to it, in accordance with the current legislation. The
resolutions of the General Meeting shall be decided by an absolute majority
of votes.
TITLE IV
MANAGEMENT
Art. 7°. The Company shall be managed by a Board of Directors and
an Executive Board.
Art. 8°. Only individual persons may be elected as members of the
management bodies; the members of the Board of Directors may or may
not be shareholders or residents in the country, and the members of the
Executive Board may or may not be shareholders, but must be resident in
the country.
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