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Hering Ethic Code

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    Hering Ethic Code Hering Ethic Code Document Transcript

    • CIA. HERING CNPJ 78.876.950/0001-71 COMPANY BYLAWS/ARTICLES OF INCORPORATION CHAPTER I - THE NAME, HEAD OFFICE, PURPOSE AND DURATION - ARTICLE 1 - CIA. HERING, a public company, is governed by this statute and by the applicable law. SOLE PARAGRAPH - With the admission of the Company in the Novo Mercado of the São Paulo Stock Exchange ( "Novo Mercado" and "BOVESPA", respectively), the Company, its shareholders, directors and members of the Audit Committee, when installed, will also be subject to the provisions of the Novo Mercado Rules. ARTICLE 2 - The Company will its headquarters and forum in this city of Blumenau, State of Santa Catarina, at Rua Hermann Hering, #1790, and may install subsidiaries, agencies, branches or offices anywhere in the country or abroad. ARTICLE 3 - The Company has the corporate objective of manufacturing and marketing of industrial products for spinning, weaving, knitting clothing and textiles in general, providing of services, import and export of any goods or equipment and participation in the capital of other companies. ARTICLE 4 - The duration of the Company is indefinite, the General Assembly may decide about its dissolution and liquidation at any time. CHAPTER II - THE CAPITAL, AND CAPITAL AUTHORIZED SHARES - ARTICLE 5 - The subscribed and paid-up capital is R$ 226,292,692.97 (two hundred and twenty six million, two hundred and ninety two thousand, six hundred and ninety two reais and ninety seven cents) represented by 54,240,693 (fifty-four million, two hundred and forty thousand, six hundred ninety three) ordinary book entry shares, all without any nominal value. FIRST PARAGRAPH – It is allowed to issue, regardless of statutory reform and by decision of the Board, up to 350,000,000 (three hundred and fifty million) ordinary shares, all without nominal value. SECOND PARAGRAPH - The Company, within the limit of the authorized capital and by decision of the Board, may grant an option to purchase the shares of its directors or employees, or natural people that provide services to the company or those under its control. THIRD PARAGRAPH - The Company, by decision of the Board, may issue subscription bonds, observing the limit of authorized capital. FOURTH PARAGRAPH - In any issuance of shares, convertible debentures into shares or subscription bonuses, where the placement is made under Article 172 of Law No. 6.404 of 12.15.76, with the text given by Law No. 10.303/2001, the right of preference of the older shareholders may be excluded by resolution of the body responsible for the respective issue. FIFTH PARAGRAPH - Capital increases through share subscription, or the conversion of these securities or credits, the Board may establish that the new shares that are issued receive dividends calculated pro-rata temporis, considering the time of its approval or conversion, provided advance knowledge is given to all concerned. SIXTH PARAGRAPH - It is forbidden for the Company to issue preferential shares and founder 64
    • shares. ARTICLE 6 - All Company shares have no certificates, remaining in deposit accounts of the accredited Depositary institutions, on behalf of their owners, without issuing certificates in accordance with Articles 34 and 35 of Law No. 6.404/76. SOLE PARAGRAPH – Observing the maximum limits set by the CVM (Brazilian Securities and Exchange Commission), the depository institution may charge the shareholder a cost for of service of transferring the ownership of these shares. ARTICLE 7 - Each ordinary share represents one vote in the decisions of the General Assembly. CHAPTER III - ADMINISTRATION OF THE COMPANY - SECTION I - GENERAL PROVISIONS --ARTICLE 8 – The Society will be administered by: I - A Board of Directors, a body of collegiate decisions and II - Management, a body of administrative management. ARTICLE 9 - The elected Directors are invested in their positions by signing the term recorded in the relevant document/book. FIRST PARAGRAPH - The entry into force of the Participation Agreement in the Novo Mercado, investiture of members of the Board of Directors and will be subject to the previous signing of the Term of Agreement of the Directors referred to in the Novo Mercado Rules. The Directors shall inform BOVESPA, immediately after the investiture into office, the quantity and the characteristics of securities that they hold, issued by the company, directly or indirectly, including their derivatives. SECOND PARAGRAPH - The term of office of Directors extends through until the appointment of successors. ARTICLE 10 - The General meeting shall determine the total annual remuneration of the Company Directors, including benefits of any kind of representation and funding, taking into account their responsibilities, time devoted to tasks, their expertise and professional reputation and the value of these services in the market, it being up to the Board to establish criteria for the apportionment of the remuneration of individual directors and officers. SOLE PARAGRAPH – There will prevail, exclusively the remuneration given to the post of Director, when the holder also holds a post on the Board. SECTION II - THE BOARD OF DIRECTORS --ARTICLE 11 - The Board shall consist of at least 5 (five) and a maximum of seven (7) members, shareholders, elected by the General Assembly and may be dismissed by it at any time, with a unified mandate of 2 (two) years, re-election being permitted. FIRST PARAGRAPH - At least 20% (twenty percent) of the Board members should be Independent Directors, expressly stated as such in the General Assembly which elected them. An Independent Director (i) has no link with the Company, except a share in the capital, (ii) is not a controlling shareholder, spouse or relative up to the second degree of a controlling shareholder, is not and has not been during the last 3 (three) years, connected to the Company or entity related to the controlling shareholder (excluded from this restriction are people involved with public education and/or research), (iii) has not been during the last 3 (three) years, an employee or director of the Company, of the controlling shareholder or a company controlled by the Company, (iv) is not supplier or buyer, directly or indirectly, of the Company´s services or products, of a magnitude that involves the loss of independence, (v) is not an employee or administrator of a company or entity that is offering or demanding services and/or products to the Company, (vi) is not the spouse or relative up to the second degree of an administrator of the Company, or (vii) does not receive remuneration from the Company other than that of the Director (excluded from this restriction are cash proceeds from any eventual share in the capital participation). SECOND PARAGRAPH - When applying the percentage set forth above, this results in a fraction of directors, this shall be rounded up to a whole number: (i) immediately above if the fraction is the same as or greater than 0.5 (five tenths); or (ii) immediately below, if the 65
    • fraction is less than 0.5 (five tenths). THIRD PARAGRAPH - The Board shall elect a CEO from its members. FOURTH PARAGRAPH - The CEO, will have the attributes to convene and chair the meetings, he will be replaced in transitional impediments, by another Director who has the specific powers granted to both, or where there is no such Director, by the Director indicated by the other Directors. ARTICLE 12 - The Board shall meet whenever convened by the CEO or by two Board Members or by the Management. ARTICLE 13 - The Board will meet at the headquarters of the Society. FIRST PARAGRAPH - The Board Meetings shall be convened by notice in writing, of at least 3 (three) days in advance, which shall state the place, date, time and the agenda, except in cases of obvious urgency, when the term may be reduced. The absence of a summons shall be considered resolved with the attendance of all its members at the meeting. SECOND PARAGRAPH - A majority of the members in office shall constitute a quorum, and the decision taken by those present, will be recorded in a book. THIRD PARAGRAPH - The CEO shall in the event of a tie, have, as well as his own vote, the casting vote. ARTICLE 14 - The Board shall: a) guide the general business of the Company b) appoint and dismiss directors, detailing activities, observing the provisions set out in these Bylaws; c) oversee the management of Directors, at any time examine the Company´s accounts, requesting any information about signed contracts or about to be concluded, as well as any other act that has been carried out by the Directors, d) relate on the Management Report and financial statements prepared by the Directors; e) convene the Annual General Meeting and when necessary the extraordinary meeting f) select and dismiss independent auditors; g) authorize the Board to sell or retain furniture or property and perform any act that requires an obligation to the society, above R$ 12,000,000.00 (twelve million reais) monetarily corrected by the variation of the IGPM / FGV, or another index that may legally come to replace it; h) authorize the Board to provide guarantees or securities exclusively in the transactions of interest to the Company or companies involved in stock i) authorize the purchase of shares issued by the Company for the effect of the cancellation or to remain as cash account stock and later transfer them j) confer and authorize the Directors to issue promissory notes, commercial papers for public release, which give their holders the right to claim against the issuer; k) decide on the issue of new shares within the authorized capital , l) ponder on the payment of interim dividends, as provided for in Article 33 and its subparagraphs; m) ponder on the payment of interest on equity, under the law; and n) ponder about the issue of simple debentures, not convertible into shares and without collateral. SOLE PARAGRAPH - The minutes of the Board meetings which contain decisions related to produce effects on third parties, should be filed and published. SECTION III - THE BOARD -- ARTICLE 15 - The Board shall be composed of at least 04 (four) and a maximum of 09 (nine) members, shareholders or not, elected by the Board of Directors, with a term of mandate of 2 (two) years, with the possibility of re-election, and 01 (one) President, 01 (one) Director of Investor Relations, 01 (one) Finance Director, 01 (one) Administration Director, 01 (one) Commercial Director, 01 (one) Marketing Director, 01 (one) , 01 (one) Supplies Director and 01 (a) Director without any specific designation. ARTICLE 16 - The Directors will be replaced: I - in the transitional impediments, the another director, appointed by the Chief Executive Officer; II – because of definitive impediments: a) by a replacement elected by the Board to complete the mandate, b) by a substitute indicated by the Board of Directors amongst the remaining Directors, to complete the mandate. ARTICLE 17 - The responsibilities of the Board are: a) to comply with and enforce these Bylaws and the resolutions of the General Assembly 66
    • and the Board of Directors b) establish standards for the good conduct of internal services, c) control the running of the Company´s business; d) decide on the creation or extinction of offices and functions, set salaries, establish staff and salary policies; e) appoint, employ and dismiss representatives and trade inspectors f) authorize the Board to sell or retain furniture or property and do any act that requires an obligation to the society, above R$ 12,000,000.00 (twelve million reais) last monetarily corrected by the variation of the IGPM / FGV, or another index that may legally come to replace it observing the provisions of Article 14, item "g", of these Bylaws; g) provide guarantees or securities exclusively in transactions in the Company's interest or the business with participating stock, provided that this has prior authorization by the Board h) submit to the AGM the business that was previously authorized by the Board, and propose the reapplication and distribution of profits in the balance sheets; i) provide special proxies in the name of the Company with the purpose of representing it on the board, defining its powers and duties in the respective mandates j) decide on the opening and closing of branches, warehouses, offices and other installations, the allocation of the required share capital and the appointment of managers and supervisors. FIRST PARAGRAPH - The Chief Executive Officer shall: (i) manage the company in compliance with the statutory provisions of the decisions of the Assembly and the Board of Directors, (ii) represent the society actively and passively, in court or elsewhere, for the purpose of providing powers of attorney, (iii) chairing Board meetings and the AGM, (iv) indicate possible substitutes for any of the directors in cases of transitional impediment, (v) coordinate and supervise the actions of the Board, (vi) maintain Board members informed of the Company's activities and the progress of its operations, and (vii) perform other duties inherent to the office. SECOND PARAGRAPH - The Director of Investor Relations is to represent the Company before (i) the public investor, (ii) the Securities Commission, (iii) the Stock Exchanges, (iv) the Brazilian Central Bank and other control organs and institutions related to the activities of the capital market in Brazil and abroad, fulfilling all the laws and regulations applicable to quoted companies as well as taking steps to maintain updated records of the company with the Securities Commission. THIRD PARAGRAPH - The Finance Director shall: (i) plan, monitor, control and evaluate the financial activities, (ii) provide and deliver the bodies of the Company, reports or information relating to the financial situation, when requested, and (iii) perform other duties inherent to the office. FOURTH PARAGRAPH - The Administration Director shall: (i) plan, monitor, control and evaluate the activities related to the administrative areas of the Company, including Human Resources, Accounting, Legal, IT and Institutional Communication, (ii) organizing the quarterly and annual balance sheets, the budget proposal and the balance sheet to be submitted to the Board of Directors and the General Assembly, and (iii) perform other duties inherent to the office. FIFTH PARAGRAPH - The Commercial Director shall: (i) plan, develop and monitor the business strategy, (ii) establish sales policies, (iii) define sales structures and business relationship, (iv) lead and coordinate activities related to the generation of business opportunities, and (v) perform other activities inherent in the office. SIXTH PARAGRAPH The Marketing Director shall plan, develop and monitor all marketing activities, (ii) define the strategies of action and the positioning of each brand of the Company related to its products with respect to the market analysis, advertising, developing policies and programs, (iii) Plan and develop products that meet the brand strategies, are competitive and meet the needs of the market, (iv) establish a standard corporate image to improve the appearance and the competitive position of the Company, 67
    • and (v) perform other duties inherent to the office. SEVENTH PARAGRAPH The Industrial Director shall: (i) plan and evaluate the industrial operation, involving internal and out sourced plants, (ii) monitor the activities of production management, practice of excellence, strategies and projects aimed at industrial competitiveness and the pursuit of technological innovation, and (iii) other activities inherent in the office. EIGHTH PARAGRAPH - The Supplies Director shall: (i) plan the production process of the supply chain to suit the purchases of raw materials, inputs and finished products, (ii) monitor and ensure the implementation of developments and new products / projects for each collection and the distribution of finished products to customers, and (iii) other activities inherent in the office. NINTH PARAGRAPH – The Directors that have no specific designation, if elected, will assist the CEO in the coordination, administration, direction and supervision of the Company's business, according to the tasks they will be assigned by the Board and any other activities inherent in the office. ARTICLE 18 - It is also the task of the Directors: a) perform the functions allocated to them by the Board, b) assist the CEO in the management of social affairs, c) replace other Directors, in accordance with Article 16 of Bylaws. ARTICLE 19 - The Company requires that for any act involving financial or asset liability, such as contracts, powers of attorney, movement of bank accounts, issue and endorsement of checks, payment orders, promissory notes, bills of exchange and debt securities in general, correspondence, papers and other documents, with the joint signatures of two directors. It also required for the Company, represented as: I - two proxy holders together, when established in their respective mandates and in accordance with the scope of the powers granted them; II - by a Director together with a proxy, when so established the mandate and in accordance with the scope of the powers therein granted, III - a director or an individual proxy, when so established in the mandate and in accordance with the extension of the individual. ARTICLE 20 - The decisions in Board meetings shall be taken by the majority vote of those present at each meeting. The CEO shall in the event of a tie, as well as his normal vote, have the casting vote. ARTICLE 21 - The Management shall meet whenever necessary, convened by the CEO or any two directors together. CHAPTER IV - ADVISORY COUNCIL -- ARTICLE 22 - The Advisory Board, an organ for the social assistance will be composed of by at least 3 (three) and a maximum of five (5) members, shareholders, elected by the Board and may be dismissed at any time, with unified term of 2 (two) years, and its reelection is permitted. FIRST PARAGRAPH - The Advisory Board shall elect from among its members a President. SECOND PARAGRAPH - The President of the Advisory transitional Board, with attribution to convene and chair the meetings, will be replaced in the case of impediments, by another member of the Advisory Board who has given specific powers to do so, or not, by the effective member appointed by other members of the Advisory Board. ARTICLE 23 - The Advisory Board will meet at the Company´s headquarters, whenever called by the CEO or the President of the Advisory Board. FIRST PARAGRAPH - The meetings of the Advisory Board shall be convened with notice in writing, at least 3 (three) days in advance, which shall state the place, date, time and agenda, except in cases of manifest urgency, when the period may be reduced. The absence of a summons shall be considered resolved when the attendance of all its members to the meeting. SECOND PARAGRAPH - The majority of the members in office, present, shall constitute a quorum, and the decisions taken by those present, will be recorded in the relevant book. CHAPTER V – AUDIT COMMITTEE - ARTICLE 24 - The Audit Committee does not operate on a permanent basis. FIRST PARAGRAPH - The Audit Committee, is composed of at least 3 (three) and 68
    • a maximum of five (5) effective members and an equal number of substitutes, elected by the General Assembly work in fiscal years in which is installed at the request of shareholders under the Law. SECOND PARAGRAPH - Each period of operation will begin on the date of installation and end at the first subsequent Annual General Meeting. THIRD PARAGRAPH - The installation of the members of the Audit Committee shall be subject to the previous signing of the Statement of Agreement of the Members of the Audit Committee under the Novo Mercado Rules. ARTICLE 25 – If the Audit Committee is installed in successive years, the re-election of its members will be allowed. ARTICLE 26 - The rules on the constitution and competency of the Audit Committee, requirements, impediments, compensation, advice, representation, duties and the responsibilities of its members are established in the Law CHAPTER VI - THE GENERAL ASSEMBLY -- ARTICLE 27 - The General Assembly, convened under the form of Law, will meet ordinarily within the first four months of the fiscal year and extraordinarily when corporate interests so require. ARTICLE 28 - The General Assembly will be chaired by the CEO in office who will invite one or more shareholders to be the secretary. ARTICLE 29 - The people attending the General Assembly must prove that they are shareholders through the display of documents that prove their identity. SOLE PARAGRAPH - The shareholder may be represented at the General Assembly by proxies, being less than one year old, by a shareholder, director of the Company or lawyer. CHAPTER VII - THE FISCAL YEAR AND DISTRIBUTION OF RESULTS - ARTICLE 30 - The fiscal year begins on January 1 and ends on December 31 of that same year, when the legally determined Financial Statements are prepared. ARTICLE 31 - The result of the fiscal period, after considering the effects of inflation and the provision for income tax will be deducted before any participation, losses will be accumulated. SOLE PARAGRAPH - The prejudice during the fiscal period must be absorbed by retained earnings, the profits reserves and the legal reserve, in that order. ARTICLE 32 - The profit that remains after the deductions made in previous article, shall be attributed to directors in respect of participation, the importance of up to 6% (six percent) respecting the limits laid down in Article 152, paragraph 1, Law No. 6404/76, and the distribution made by the Board. ARTICLE 33 - Net income for the year will have the following assignment: I - 5% (five percent) to the legal reserve, which shall not exceed 20% (twenty percent) of the capital. II - 25% (twenty five percent) at least, for the mandatory dividend, calculated on the balance, after completing the additions and deductions provided for in Article 202, items I, II and III of Law No 6404/76 with the wording given by Law No. 10303/2001 FIRST PARAGRAPH – Other than by the decision of the General Assembly, the dividend must be paid within sixty days from the date that it was declared, delivered as the shares from the capital increase. SECOND PARAGRAPH - The Management, after previous discussions with the Board and in accordance with the results in balance sheet, may at any time determine to make the payment of interim dividends. THIRD PARAGRAPH - The value that by resolution of the Board and under the law, is paid or credited as interest on equity, can be attributed to the dividends referred to in item II of this Article, being part of the amount for all legal purposes. ARTICLE 34 - The board of the Company will submit to the Annual General Meeting, together with the financial statements for the fiscal period, observing the provisions of Articles 193 to 203 of Law 6404/76, with the text provided by Law No. 10303/2001, and the preceding articles of this Statute, a proposal on the allocation to be given to the remaining net profit. CHAPTER VIII - DISPOSAL OF SHAREHOLDING CONTROL/DIVESTITURE – ARTICLE 35 - The disposal of 69
    • shareholding control/divestiture in the Company, directly or indirectly, whether through a single operation, or by means of successive operations, should be contracted under suspensive or/and resolutive conditions under the control of the purchaser to make the effect in accordance with conditions and terms laid down in existing legislation and the Novo Mercado Rules, a public bid for shares of other shareholders in order to ensure equal treatment to the seller Controlling Shareholder (as defined below). FIRST PARAGRAPH - For purposes of these COMPANY BYLAWS/ARTICLES OF INCORPORATION, the terms that begin with capital letters shall have the following meaning: "Acquiring Shareholder" which means that any person (including examples of any natural person or legal entity, investment fund, condominium, portfolio of securities, the universality of rights, or other form of organization, resident, domiciled or headquartered in Brazil or abroad) or a group of people bound by an agreement with the Acquiring Shareholder, who subscribes and / or that obtains the Company Shares. These include, examples of a person representing the same interest as the Acquiring Shareholder, any person (i), that is directly or indirectly, controlled or administered by the Acquiring Shareholder; (ii) that controls or manages, in any form, the Acquiring Shareholder, (iii) that, directly or indirectly, controlled or administered by anyone who manages or controls, directly or indirectly, the Acquiring Shareholder, (iv) in which the controller of such a Acquiring Shareholder has, directly or indirectly, a share participation equal to or greater than 20% (twenty percent) of the equity, (v) in which the Acquiring Shareholder has, directly or indirectly, a corporate participation the same as or greater than 20% (twenty percent) of capital, or (vi) that has directly or indirectly, has a share participation equal to or greater than 20% (twenty percent) of the Acquiring Shareholder. A "Controlling Shareholder" means a shareholder, or group of shareholders bound by agreement or under common control, exercising the power of control of the Company. A "Seller Controlling Shareholder” means the controlling shareholder when this promotes the sale of control of the Company. "Control Shares" means the block of shares that assures to its holder (s), in a direct or indirect way,), the individual and/or shared power of the control of the Company. “Outstanding Shares" means all shares issued by the Company, excluding the shares held by the Controlling Shareholder, by people linked to him by Company officers and those kept as cash. "Sale of Control of the Company" means the transfer to a third party, for consideration of the Control Shares. "Purchaser" means the person to whom the Seller Controlling Shareholder transfers the Power Control to a Controlling Shareholder in a transfer of control of the Company. "Control" (as well as its related terms, "Controller", "Controlled", "under common control" or "Power Control") means the power effectively used to address the social activities and guide the operation of the organs of the Society, in a direct or indirect form, in fact or in law. There is the presumption relating to the ownership of the control in relation to the person or group of people bound by a shareholder´s agreement or under common control ( "control group") who is a holder of shares that you have secured an absolute majority of shareholders votes in last three General Assemblies of the Society, that is not yet the owner of the shares to ensure him (them) the absolute majority of the voting capital. "Diffuse Control" means the power of control exercised by holders of less than 50% (fifty percent) of the equity. It also means the Power Control exercised by all the shareholders, holding over 50% percent of the capital, where each individual shareholder holds less than 50% of equity as long as these shareholders are not signatories to the vote agreement, are not under common control and do not act representing a common interest. "Group of Shareholders" means a group of two 70
    • or more people who are (i) bound by contracts or agreements of any kind, including oral or written shareholders agreements, either directly or through Controlled companies, Controlling companies or under Common control, or (ii) among which there is a Control relationship, either directly or indirectly, or (iii) those that are under common Control, or (iv) that act representing the common interest. This includes, without limitation, in the examples of a person representing a common interest (a) a person who holds, directly or indirectly, a share in the company equal to or greater than 20% (twenty percent) of the share capital of another person, and ( b) two people who have a third investor in common that holds, directly or indirectly, a holding share participation the same as or greater than 20% (twenty percent) of the capital of two people. Any joint ventures, funds or investment clubs, foundations, associations, trusts, condominiums, cooperatives, security portfolios, the universality of rights or any other form of organization or undertaking, constituted in Brazil or abroad are considered part of the same Group of Shareholders where two or more of such entities: (x) are administered or managed by the same legal entity or parties related to the same legal entity, or (y) have a majority of its directors in common. "Economic Value" means the value of the Company and of its shares to be determined by a specialized company, using the methodology or based on other criteria to be defined by the CVM. SECOND PARAGRAPH - The purchase price in the public offer to purchase the shares under this article shall be the largest price determined in accordance with this Article and Article 38, second paragraph, of these Bylaws, it being the responsibility of the offerer to send correspondence to the CEO requesting the convening of a General Assembly for the selection of a specialized company responsible for determining the Economic Value of the Company. If, when requested by the offerer, the Board did not take the initiative needed to choose the specialist company responsible for determining the Economic Value within 30 days from receipt of such a request, the choice will be the responsibility of the offerer. THIRD PARAGRAPH - The Selling Controlling Shareholder(s) or Group of Selling Shareholders cannot transfer the ownership of its shares, while the Buyer does not endorse the Term of Agreement of the Controllers mentioned in the Novo Mercado Rules. FOURTH PARAGRAPH - The Company does not register any transfer of shares to the Purchaser, or those (s) that come into the Power of Control, while these do not subscribe to the Statement of Agreement of the Controllers mentioned in the Novo Mercado Rules. FIFTH PARAGRAPH - No Shareholders Agreement related to the exercise of Control Power can be registered at the Company headquarters without the signatories that subscribed to the Statement of Agreement referred to in the third paragraph of this article. ARTICLE 36 - The public offer for the acquisition referred to in Article 35 should also be effected: (i) in cases where there is a costly transfer of subscription rights for shares and other securities or rights related to securities convertible into shares, which will result in the Transfer of Control of the Company and (ii) in case of transfer of control of company which holds the Power of Control of the Company, and in this case, the Selling Controlling Shareholder will be obliged to declare to BOVESPA the value assigned to the Company in this sale and provide the documentation that proves this. ARTICLE 37 – Those that already holds shares of the Company and acquire the Power of Control of the company, due to particular contract of the purchase of shares with the Controlling Shareholder or Group or Controlling Shareholders, involving any quantity of shares, will be required to: (i) carry out the public offer for the acquisition referred to in Article 35 of this Statute, (ii) reimburse the shareholders who have purchased the stock on the exchange over the previous 06 (six) prior to the date of sale of control, who should pay the difference 71
    • between the price paid to the Controlling Shareholder and the price paid on the exchange for the Company shares of in this period, and updated by the positive variation of the IGP- M, and (iii) take appropriate measures to recover the minimum percentage of 25% (twenty five per cent) of the total outstanding shares of the Company, within 06 (six) months from the acquisition of Control. CHAPTER IX - THE PROTECTION OF DISPERSION OF THE SHAREHOLDERS BASE -- ARTICLE 38 - Any Acquiring Shareholder, who acquires or becomes the holder of shares issued by the Company, in a quantity the same as or greater than 20% (twenty percent) of the total shares issued by the Company, shall, not later than 60 ( sixty) days from the date of acquisition or the event that resulted in the ownership of shares in quantities less than 20% (twenty percent) of the total shares issued by the Company, does a public bid for the acquisition of the shares ("TAKEOVER") to acquire that all the issued shares of the Company, observing the provisions of the CVM rules, including the need or not of record of such public offering, the BOVESPA regulations and the terms of Chapter IX. FIRST PARAGRAPH - The takeover bid shall be (i) sent indiscriminately to all shareholders of the Company, (ii) paid for in a public auction to be held in the BOVESPA, (iii) at the price determined in accordance with the provisions of the second paragraph of this article, and (iv) for payment in cash in Brazilian currency, against the acquisition of shares in takeover bids for the issue of the Company. SECOND PARAGRAPH - The price being offered for the shares issued by the Company subject of takeover bid cannot be less than the greater value of: (i) The Economic value found in appraisal report referred to in Article 40 below, (ii) 130% (one hundred and thirty percent) of the highest issue price of shares in any increase capital of the Company done by a public distribution during the period of twelve (12) months preceding the date on which they carried out the takeover, as updated by the IGP -M until the time of payment, and (iii) 130% (one hundred and thirty percent) of the average unit price of the shares issued by the Company during the period of 90 (ninety) days prior to the realization of the takeover. THIRD PARAGRAPH - If the Board, after a request is made by the bidder to the preparation of the reports foreseen in Article 40 below, not done, within 30 days of receipt of the request, the initiative needed to choose the specialist company responsible for determining the Economic Value, that choice will be the responsibility of the bidder. FOURTH PARAGRAPH - The fulfillment of the takeover does not exclude the possibility of another shareholder of the Company or, of the Company to make a rival takeover bid, under the applicable regulations. FIFTH PARAGRAPH – In the possibility of the Shareholder not fulfilling any obligations imposed by this Article, the Board of Directors of the Company will convene an Extraordinary General Meeting at which the Acquiring Shareholders may not vote, to discuss the suspension of the exercise of the rights of the Acquiring Shareholders who failed to fulfill the obligation imposed by this article in accordance with the terms of Article 120 of Law No. 6404/76, without affecting the blame of the Acquiring Shareholders for the loss and damages caused to other shareholders as a result of the breach of obligations imposed by this article. SIXTH PARAGRAPH - The Acquiring Shareholder who acquires or becomes the holder of other rights related to shares issued by the Company, including, for example, the usufruct or trust, in quantity the same as or greater than 20% (twenty percent) of the total shares issued by the Company will also be required to perform the public bid, registered in the CVM or not, as ruled under this Article, not later than sixty (60) days. SEVENTH PARAGRAPH - This rule does not apply in the case of a person becoming entitled to shares issued by the Company in excess of 20% (twenty percent) of the total shares issued, due to (i) legal succession, (ii) 72
    • incorporation of another company by the Company, (iii) acquisition of shares of another company by the Company, or (iv) subscription to shares of the Company carried out on a public primary offering, which has been approved in Assembly General of the Company shareholders. EIGHTH PARAGRAPH - Involuntary increases in shareholdings that resulted from cancellations of cash account shares or the reduction of capital of the Company with the cancellation of shares will not be computed, for the purposes of calculating the percentage of 20% (twenty percent) of total issuance of shares of the Company. NINTH PARAGRAPH - If the CVM regulations of the takeover under this article will determine the adoption of a criterion for calculating the price of the acquisition of each share in the takeover offer of the Company, which results in a price higher than the purchase price determined in accordance the second paragraph of this article, there should prevail in the effectuation of the takeover under this article, the purchase price calculated under the rules of the CVM. TENTH PARAGRAPH - This rule does not apply to shareholders who on the date of the advertising of initiation of the first public distribution of ordinary shares issued by the Company to be held after the admission of the Company to the Novo Mercado ("Date of First Public Offering ") are holders of 20% (twenty percent) or more of the total shares issued by the Company and its successors ("Original Shareholders"). After this date, once passed by any Original Shareholder, the respective percentage of shares of the Company higher than that on the Date of First Public Offering, the provisions of this Article and its paragraphs to such an Original Shareholder will fully apply. ELEVENTH PARAGRAPH - Any amendment to Article 38 of this Statute or its exclusion must be approved by Shareholders representing 2/3 of Company shares. TWELFTH PARAGRAPH - Notwithstanding the provisions of Articles 38, 47 and 48 of this Statute, the provisions of the Novo Mercado Rules will prevail in cases where the rights of recipients of the offers mentioned in these articles are affected. CHAPTER X - THE CANCELLATION OF THE REGISTRATION OF A PUBLIC COMPANY ARTICLE 39 - Cancellation of the registration of a Public Company will be preceded by public tender offer for the shares to be effected by the Shareholder(s) Controllers(s), Group of Controlling Shareholders or the Company, with the minimum Economic value price established in the valuation report, as per Article 40 of this Statute. SOLE PARAGRAPH – If there is Diffuse Control, a public bid for the acquisition of the shares under this Article shall be affected by the Company. In this case, the Company may only acquire the ownership of shares of shareholders who voted for the cancellation of registration in the deliberations at the General Assembly, after having acquired the shares from other shareholders who have not voted in favor of that decision and have accepted the public offer. ARTICLE 40 - The appraisal report foreseen in this Statute shall be prepared by a specialized company, with proven expertise and independence in the power of decision of the Company, its directors and controllers, the report also meet the requirements of the first paragraph of Article 8 of Law No 6404/76 and include the liability foreseen under paragraph 6 of that article. FIRST PARAGRAPH - The choice of the specialist company responsible for determining the Economic Value of the Company shall be decided only by the General Assembly, except in cases in which it offers the bidder the decision as provided for in Articles 35, second paragraph, and 38, third paragraph, of the bylaws. The decision of the General Assembly shall be taken from the presentation to be given by the Board, from a list of three candidates, with their decision, not including blank votes, to be taken by the majority vote of proxy shareholders of the outstanding shares at the AGM, which will be installed at the first call, and should have the presence of shareholders 73
    • representing at least 20% (twenty percent) of the total shares, or be installed on second call, which can count on the presence of any number of representatives of the shareholders outstanding shares. SECOND PARAGRAPH - The cost of preparing the appraisal report shall be borne entirely by the offerer. ARTICLE 41 - When the market is informed of the decision to proceed with the cancellation of registration of the public company, the offerer must disclose the maximum value per share, or thousand shares for which the public offer will be based on. FIRST PARAGRAPH - The offer is conditional to the value found in the appraisal report is not greater than the value disclosed by the offerer. SECOND PARAGRAPH - If the economic value of the shares, as established in Article 40, is greater than the value informed by the offerer, the decision to proceed with the cancellation of the company registration shall be automatically revoked, unless the offerer expressly agrees to offer the determined economic value, it being the responsibility of the offerer disclose to the market the decision that has been adopted. THIRD PARAGRAPH - The procedure for the cancellation of the Company´s registration will comply with other requirements established in rules applicable to listed companies and the precepts contained in the Novo Mercado Rules. CHAPTER XI – WITHDRAWAL FROM THE NOVO MERCADO -- ARTICLE 42 - The withdrawal of the Company of Novo Mercado will be approved in the General Assembly, by the majority of shareholders voted, that were present and reported to BOVESPA, in writing, with an advance warning of 30 (thirty) days. FIRST PARAGRAPH – To enable the Company's shares to have a record for trading outside of the Novo Mercado, the Controlling Shareholder(s) shall carry out a public offer for the acquisition of shares belonging to other shareholders of the Company at least by Economic Valor found in appraisal reports that were prepared in accordance with Article 40 of these bylaws. SECOND PARAGRAPH - If the withdrawal of the Company from the Novo Mercado occurs because of corporate reorganization, in which the company that results from such reorganization is not admitted to trading on the Novo Mercado, the Controlling Shareholder (s) should carry out a public offer for the acquisition of shares belonging to other shareholders of the Company, at least to the Economic Valor found in appraisal reports that were prepared in accordance with Article 40 of these bylaws, complying to the applicable laws and regulations. THIRD PARAGRAPH - The news of the completion of any of the bids referred to in Article 42, paragraphs First and Second, should be reported to BOVESPA and disclosed to the market immediately after the Company AGM that approved withdrawal of the Company from the Novo Mercado. FOURTH PARAGRAPH - If there is Diffuse Control, the bids for shares listed under the first and second paragraphs of this Article shall be enforced by those shareholders who voted in favor of the resolution in the General Assembly. ARTICLE 43 - In the event of there being Diffuse control and the departure of the Society from the Novo Mercado occur by reason of breach of any obligation in the Novo Mercado Rules: (i) where the failure results from the deliberations in the General Assembly, the public offer of the acquisition of the shares shall be effected by the shareholders who voted in favor of the resolution involving the breach, and (ii) where the failure result from acts or facts of the Company´s administration, the Company shall make a public offering for the acquisition of shares for the cancellation of the company registration, addressed to all shareholders of the Company. If considered, by the General Assembly, to maintain the register of the Company, the takeover bid should be done by shareholders who have voted for that resolution. CHAPTER XII - COURT OF ARBITRATION –ARTICLE 44 - The Company, its shareholders, directors and members of the Audit Committee (if installed), undertake to resolve, through arbitration, any dispute 74
    • or controversy that may arise between them, relating to or derived from, in particular, the application, validity, effectiveness, interpretation, breach and its effects, of the provisions contained in Law No. 6404/76, in this Statute, the rules issued by the National Monetary Council, the Brazilian Central Bank and the CVM, as well as in other standards applicable to the functioning of the capital market in general, other than those contained in the Novo Mercado Rules, Regulation of the Board of Arbitration and the Market and Contract of Participation in the Novo Mercado. CHAPTER XIII - THE GENERAL AND TRANSITIONAL PROVISIONS -- ARTICLE 45 – It is permitted that the Company can temporarily suspend the transfer of shares services, however, it may not do for more than 90 days interspersed throughout the year or by more than 15 consecutive days. SOLE PARAGRAPH - The practice of the suspensions in this article shall be communicated to the Stock Exchanges where the Company shares are traded and published in ads for shareholders, with 15 days of advance notice. This Article shall not affect the registration of the transfer of shares traded on the Stock Exchange before the start of the period of suspension. ARTICLE 46 - In case of dissolution of the Company, decided in the General Assembly, the Board of Directors will determine the mode of liquidation and appoint the liquidator. ARTICLE 47 - This is provided for the planning of a single takeover bid, aimed at more than one of the purposes set out in Chapters VIII to XI of these Bylaws, in the Novo Mercado Rules or the regulations issued by the CVM, as long it is possible to reconcile the procedures for all forms of takeover, and does not affect the recipients of the offer and the CVM consent is obtained when required by applicable law. ARTICLE 48 - The Company or the shareholders responsible for the takeover bid under Chapter VIII to XI of these Bylaws, under the Novo Mercado Rules or the regulations issued by the CVM, could ensure its effectiveness through any stockholder, and third, 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 perform the takeover bid until completed in compliance with the rules. ARTICLE 49 - The omissions in this statute shall be overcome by applying the legal standards in force relating to public companies. Blumenau(SC), April 29, 2010 75