Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
§ 1° The right to attend the Company's General Meetings and exercise therein all
prerogatives conferred upon the shares represented by the Units, upon confirmation of
ownership, is exclusively incumbent upon the holder of the Units. The holder of the Unit
can be represented at the Company's General Meetings by an attorney appointed as set
forth in article 6, Paragraph 2 hereof.
§ 2º. In the event of split, reverse split, bonus or issuance of new shares upon
capitalization of profits or reserves, the following rules relating to the Units shall be
observed:
(i) In the event of an increase in the quantity of shares issued by the Company, the
depositary financial institution shall register the deposit of the new shares and shall credit
new Units to the account of the respective holders, so as to reflect the new number of
shares held by the Unit holders, in all cases respecting the proportion of one (1) common
share and one (1) preferred share issued by the Company for each Unit, while those shares
for which Units are not be issued shall be credited directly to the shareholders, without
issuing Units.
(ii) In the event of a reduction in the quantity of shares issued by the Company, the
depositary financial institution shall debit the Unit deposit account of the holders of the
grouped shares, automatically canceling Units in a sufficient number to reflect the new
number of shares held by Unit holders, in all cases respecting the proportion of one (1)
common share and one (1) preferred share issued by the Company for each Unit, while any
remaining shares for which Units are not to be issued shall be delivered directly to the
shareholders, without issuing Units.
Art. 54. In the event of the exercise of preemptive rights to subscribe shares issued
by the Company, as the case may be, the depositary financial institution shall create new
Units in the register of book-form Units and shall credit those Units to the respective
holders, so as to reflect the new quantity of preferred shares and common shares issued
by the Company and deposited in the underlying Unit deposit account, in all cases
respecting the proportion of one (1) common share and one (1) preferred share issued by
the Company to each Unit, while those shares for which Units are not to be constituted
shall be credited directly to the shareholders without issuing Units. In the event of the
exercise of the preemptive right to subscribe other securities issued by the company, there
shall be no automatic credit of Units.
Art. 55. The holders of Units shall be entitled to receive shares arising from splits,
mergers and amalgamations involving the Company. In any event, the Units shall always be
created or canceled, as the case may be, in the register of book-form Units on behalf of the
BM&FBOVESPA, as the respective fiduciary owner, who shall credit them to the custody
accounts of the respective holders of the Units. In cases where shares are allocated to Unit
holders, and such shares are not subject to the creation of new Units, these shares shall be
deposited with the BM&FBOVESPA, in its capacity of fiduciary owner of the Units, which
will credit them to the custody accounts of the respective holders.
TITLE XIV
GENERAL AND TRANSITORY PROVISIONS
Art. 56. In cases not covered in these Bylaws, there shall be recourse to the
principles of right, and to the laws, decrees, resolutions and other acts enacted by the
competent authorities.
***
39View entire presentation