Article 33 – The direct or indirect disposal of shareholding control of the Company, both by means of a single transaction or by means of successive transactions, will be agreed upon the condition that the person acquiring control undertakes carry out a PTO with the shares issued by the Company owned by other shareholders, subject to the terms and conditions set forth by laws and regulations in effect and in Novo Mercado Regulation, in order to assure that they receive the same treatment granted to the disposing controlling shareholder.
Article 34 – The public offering referred to in the previous Article also shall be realized:
(a) in cases in which there is an onerous assignment of rights to subscribe for shares and other securities or rights or securities convertible into shares, resulting in a disposal of Control of the Company; and
(b) in the event of disposal of shareholding control of the Company holding the Company’s Shareholding Control, being understood that, in this case, the disposing shareholder shall be obligated to disclose the amount allocated to the Company to define the share price within the scope of PTO as well as disclose the justified statement of this value.
(i) Article 35 – Any person who acquires corporate power of control through any private share purchase agreement entered into with the controlling shareholder, involving any number of shares, will be obliged to carry out the public offering set forth in Article 33 hereof. Article 36 – In the event of sale of control of the Company in the 12 (twelve) months subsequent to delisting from the Novo Mercado, the seller and the acquirer of control of the Company shall, jointly and severally, offer the shareholders who owned shares issued by the Company on the date of delisting or of settlement of PTO to delist from the Novo Mercado:the acquisition of their shares at the price and under the conditions obtained by the seller, duly adjusted for inflation; or
(ii) the payment of the difference, if any, between the price of PTO accepted by former shareholders, duly adjusted for inflation, and the price obtained by the controlling shareholder on the sale of their own shares.
Sole Paragraph – To apply the obligations envisaged in this head paragraph, the same rules applicable to the sale of control set forth in these Bylaws and in the Novo Mercado Regulation shall be observed.
Deregistration as a Publicly-Held Company
Article 37 – At the tender offer for acquisition of shares, to be undertaken by the controlling shareholder or the Company, for deregistration as a publicly-held company, the minimum price offered will be calculated based on the value of the shares issued by the Company ascertained at an assessment report, prepared as provided for in paragraphs one and two of this Article, in Novo Mercado Regulation and Article 4, Paragraph Four, of the Brazilian Corporate Law, and subject to other applicable legal rules and regulations.
Paragraph One – The assessment report referred to in the caput of this article must be prepared by a specialized firm, having confirmed experience and authority as to the power of decision of the Company, its managers and controlling shareholders, which report must also comply with the requirements described in paragraph one of article 8 of Law 6,404/76, as well as liability described in paragraph six of said article of said law.
Paragraph Two – The choice of the specialized institution or company responsible for establishing the value of the Company shares belongs exclusively to the General Meeting, after the Board of Directors submit a triple list including companies specializing in valuation.
Paragraph Three – The offering party shall bear with the costs of the preparation of the evaluation report.