Rights of Common Shares

Each of Santos Brasil Participações‘ common shares entitles its holder to one vote in its general shareholders’ meetings. The Company’s shares are issued in registered form and are kept in book-entry form in the shareholders’ deposit accounts at the financial institution designated and approved by the board of directors. Shareholders may be charged a transfer fee from such financial institution each time shares are transferred from its deposit account pursuant to paragraph 3 of Article 35 of Brazilian Corporate Law.

In addition, pursuant to the Novo Mercado Corporate Governance Regulations and Santos Brasil Participações‘ Bylaws, in case of change in its control, the holders of the Company’s common shares shall have the right to sell their shares to the new controlling shareholder for the same price paid to the selling controlling shareholder for its common shares (100% tag along rights).

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