- CHAPTER I – DENOMINATION, DURATION, SEAT AND OBJECT
- CHAPTER II – CORPORATE CAPITAL AND SHARES
- CHAPTER III – GENERAL MEETING
- CHAPTER IV – COMPANY ADMINISTRATION
- CHAPTER V – ADMINISTRATIVE BOARD
- CHAPTER VI – BOARD OF DIRECTORS
- CHAPTER VII – FISCAL BOARD
- CHAPTER VIII – RULES COMMON TO STATUTORY BODIES
- CHAPTER IX – FISCAL YEAR AND FINANCIAL STATEMENTS PROFITS, RESERVES AND DISTRIBUTION OF RESULTS
- CHAPTER X – LIQUIDATION
- CHAPTER XI – ARBITRATION BOARD
- CHAPTER XII – DEFENSE MECHANISM
- CHAPTER XIII – LEADERSHIP OF LEGAL SERVICES
- CHAPTER XIV – GENERAL DISPOSITIONS
CHAPTER I – DENOMINATION, DURATION, SEAT AND OBJECT
ARTICLE 1 – The joint-stock company called CESP – Companhia Energética de São Paulo is an integral part of São Paulo State indirect administration and is ruled by the present acts of incorporation, Federal Law nº 6.404/76 and other applicable legal dispositions.
First paragraph – The Company duration term is indeterminate.
Second paragraph – The Company’s headquarters is in São Paulo State Capital.
Third paragraph – As necessary for the social object consecution, and with observation of its field of operation, the Company can open, install, transfer or extinguish branches, outbuildings, agencies, succursals, offices, representations or assign representatives, as long as legal and regulatory dispositions are respected.
Article 2 – The Company object is constituted of:
I – study, planning, project, construction and operation of systems for production, transformation, transport and storage, distribution and commerce of energy, chiefly electric energy, resulting from the utilization of rivers and other sources, mainly renewable sources;
II – study, planning, project, construction and operation of impounding dams and other undertakings, destined to multiple utilization of waters;
III – participation in undertakings that are intended to energy industry and commerce, chiefly electric energy, as well as providing services directly or indirectly associated to this object;
IV – study, project, execution of plans and programs for research and development of new energy sources, chiefly renewable ones, directly or in cooperation with other entities;
V – study, preparation and execution of plans and programs for the economic development in regions of interest to the Company, directly or in cooperation with other state or private agencies, as well as the provision of information and assistance to private or state enterprise, aiming at the implantation of economic, cultural, care and social activities in those regions, in order to fulfill its social role for the benefit of the community
VI – study, project, execution of forestation and reforestation of trees, trading and industrialization of trees, woods and byproducts resulting from these activities
VII – research, mining, exploration and utilization of mineral resources, chiefly energetic resources; and
VIII – participation in other societies as partner, shareholder or quota holder.
CHAPTER II – CORPORATE CAPITAL AND SHARES
Article 3 – “The corporate capital is R$ 5,975,433,454.43 (five billion, nine hundred and seventy five million, four hundred and thirty three thousand, four hundred and fifty four reais and forty three cents), divided in 327,502,673 (three hundred and twenty seven million, five hundred and two thousand and six hundred and seventy three shares, 109,167,751 (one hundred and nine million, one hundred and sixty seven thousand, seven hundred and fifty one) of them are single class common shares and 7,441,008 (seven million, four hundred and forty one thousand and eight) are Class A preferred shares and 210,893,914 (two hundred and ten million, eight hundred and ninety three thousand and nine hundred and fourteen) Class B preferred shares, all of them nominative and without nominal value”.
Single paragraph – Regardless of statutory amendment, the corporate capital can be increased to the maximum limit of R$ 17,926,300,363.29 (seventeen billion, nine hundred and twenty six million, three hundred thousand and sixty three reais and nine cents), upon deliberation of the administrative board, and consultation to the fiscal board.
ARTICLE 4 – Each common share will entitle to one vote in general meeting deliberation.
Single paragraph – Preferred shares will not have right to vote, except as provided in Article 40, but will be entitled to:
I – Class A preferred shares:
a- priority in capital reimbursement, without right to premium in case of liquidation of the Company;
b- priority annual dividend, not cumulative, of 10% (ten percent), calculated on the corporate capital paid in, represented by class A preferred shares, to be equally prorated among them;
c- right to appoint, along with class B preferred shares, a member of the fiscal board and respective substitute, chosen by share holders, in separated voting;
d- right to participate in capital increases resulting from reserves and profits capitalization, on equal terms to common shares and class B preferred shares; and
e- will be irredeemable
II – Class B preferred shares:
a- right to receive one value per share, corresponding to 100% (one hundred percent) of the value paid per share to the selling controlling shareholder in case of alienation of the Company control;
b- right to participate on equal terms to common shares in the mandatory dividend distribution assigned to such shares under the terms of this acts of incorporation;
c- right to appoint, along with class A preferred shares, a member of the fiscal board and respective substitute, chosen in separated voting;
d- right to participate in capital increases resulting from reserves and profits capitalization, on equal terms to common shares and class A preferred shares;
e- will not have right to vote and will not acquire such right even in case of non payment of dividends; and
f- will be irredeemable.
Article 5 – Shareholders, while observing legal dispositions and conditions provided below, can convert (i) class A preferred shares into common shares and class B preferred shares of the Company and (ii) common shares into class A preferred shares and class B preferred shares of the Company, in both cases, as long as they are paid in. The Company class B preferred shares are inconvertible.
First paragraph – In case of conversion (i) of class A preferred shares into common shares and (ii) common shares into class A preferred shares:
I – conversions will be performed in times to be determined by the administration board, in periods not earlier than 15 (fifteen) consecutive days;
II – shareholders shall have had all rights related to the shares held and shall present their ID at the time of the conversion;
III – in each period for class conversion, the shareholder can make conversion requests of up to 3% (three percent) of the corporate capital and the amount of requests shall not exceed 5% (five percent) of the corporate capital.
Second paragraph – In cases of conversion (i) of class A preferred shares into class B preferred shares, and (ii) of common shares into class B preferred shares, the conversion will occur in the proportion of one share held per one new converted share, observing the limit of 2/3 (two thirds) of the total of shares issued for preferred shares without vote or with restrict vote.
Third paragraph – The Company administrative board will be in charge of establishing terms and conditions to the exercise of conversion rights as provided in this article, and can practice all acts required to its implementation.
Fourth paragraph – The Company can authorize the depository institution in charge of registering the book entry shares to charge the shareholder, observing the limits defined by the Securities and Exchange Commission of Brazil – CVM, the cost of the ownership transfer of book entry shares.
CHAPTER III – GENERAL MEETING
ARTICLE 6 – The general meeting will be called, installed and will deliberate in due and legal form, on all matters of interest to the Company.
First paragraph – The general meeting can also be called by the administrative board president, or by the majority of its acting members.
Second paragraph – The general meeting will be conducted preferably by the administrative board president or, in his absence, by any other member present; the administrative board president can appoint the member to substitute him in the general meeting presidency.
Third paragraph – The general meeting president will choose, among the participants, one or more secretaries, and for such, he can use the Company own counseling.
Fourth paragraph – The general meeting minute will be drawn up as summary, as provided in article 130, § 1st, of Law nº 6.404/76.
CHAPTER IV – COMPANY ADMINISTRATION
ARTICLE 7 – The Company will be administered by the administrative board and by the board of directors.
CHAPTER V – ADMINISTRATIVE BOARD
ARTICLE 8 – The administrative board is the collegiate decision-making body responsible for the Company superior guidance.
Composition, investiture and mandate
ARTICLE 9 – The administrative board will be composed of at least 3 (three) and at the most 15 members, elected by the general meeting, all of them with unified mandate of 2 (two) years counted from the election date, with right to reelection.
First paragraph – The Company CEO will participate in the administrative board upon election in general meeting.
Second paragraph – The general meeting that elects the administrative board will be responsible for fixing the total number of positions to be filled, within the maximum limit provided in this acts of incorporation, and assign its president, but the choice cannot fall in the person of the Company CEO, who was also elected member of the board.
Third paragraph – The administrative board will be composed of at least 20% (twenty percent) of independent members, who shall meet the requirements provided in paragraph 4th of this article, which shall be expressly stated as such in the general meeting that elects them.
Fourth paragraph – The independent members shall meet the following requirements: (i) not have any bonds with the Company except for capital participation and the condition of user of utilities; (ii) not be a controlling shareholder, spouse or relative up to second degree of the first, or not be or not having been, in the last 3 (three) years, tied to society or entity related to the controlling shareholder (except for persons tied to public educational and/or research institutions); (iii) not having been in the last 3 (three) years, employee of director of the Company, the controlling shareholder or society controlled by the Company; (iv) not be supplier or purchaser, direct or indirect, of the Company services and/or products, in amount that implies loss of independence; (v) not be employee or administrator of society or entity that is offering or demanding services and/or products to the Company; (vi) not be spouse or relative up to second degree of any administrator of the Company; and (vii) not receive remuneration from the Company other than that received as member of the board (except for cash earnings from the participation in the capital).
Fifth paragraph – When, due to the observance of the percentage mentioned in the 3rd paragraph of this Article 9th, results in fractional number of members, it will be rounded up to an entire number: (i) immediately superior, when the fraction is equal or superior to 0.5 (five tenths); or (ii) immediately inferior, when the fraction is inferior to 0.5 (five tenths).
ARTICLE 10 – The participation of one employees’ representative in the administrative board is allowed, with mandate coinciding with that of the other members.
First paragraph – The employees’ representative member will be chosen by employees vote, in direct election, and the re-conduction for non successive periods is allowed.
Second paragraph – The administrative board bylaws can establish eligibility criteria and other conditions to the position of employees’ representative.
ARTICLE 11 – The investiture in administration board member position is conditioned to the signature of Term of Commitment before the State, through the State Council for Defense of Capitals – CODEC.
Single paragraph – The dispositions in this article are not applicable to the employees’ representative member, or to the one who was elected by minority shareholders, nor to the one who, though elected by the State, is considered independent under the terms of this acts of incorporation or specific legislation.
ARTICLE 12 – The administrative board member who receives gratuitously from the State, in fiduciary capacity, any share issued by the Company to meet the requirement of article 146 of Law nº 6.404/76, shall not sell it or burden it to third parties, and shall restitute it as soon as he/she leaves the position, under penalty of misappropriation.
Vacancy and Substitutions
ARTICLE 13 – In case a position as member of the administrative board is vacant before the end of the mandate, the general meeting will be called to elect the substitute, who will complete the substituted person mandate.
ARTICLE 14 – The administrative board will meet ordinarily, once a month, and extraordinarily whenever required to the Company interests.
First paragraph – The administrative board meetings will be called by their president or by the majority of acting members, upon sending of written or electronic mail to all members and also to the State, by means of the State Council for Defense of Capitals – CODEC, at least 10 (ten) days in advance, containing the subjects to be discussed.
Second paragraph – The administrative board president shall ensure that all members will receive, individually, and within due term, the documentation containing information necessary to the discussion and deliberation of the subjects to be addressed, including, where applicable, the board of directors proposal and technical and legal manifestations.
Third paragraph – The administrative board meetings will be installed with presence of the majority of its acting members, and the works will be presided by the administrative board president, or, in his absence, other member appointed by the latter.
Fourth paragraph – When there is reason for urgency, the administrative board president may call extraordinary meetings, at any time; and they can be held by telephone, videoconference or other convenient means to express the absent member will, whose vote will be considered valid for all purposes, without detriment to later drafting and signature of the corresponding minute.
Fifth paragraph – The administrative board will deliberate by majority of votes present to the meeting, prevailing, in case of parity, the proposal that counts on the vote of the member who is conducting the works.
Sixth paragraph – The administrative board meetings will have as secretary the person appointed by their president and all deliberations will be included in the minutes drawn up and filed in appropriate book, with copies being forwarded to the State, by means of the State Council for Defense of Capitals – CODEC, within 5 (five) days counted from their approval.
Seventh paragraph – Whenever there are deliberations destined to produce effects before third parties, the minute summary will be filed in the commerce registry and published.
ARTICLE 15 – In addition to assignments provided by law, the administrative board is also responsible for:
I- approving the strategic planning containing action guidelines, result goals and performance assessment rates;
II- approving annual and multiannual programs, with indication of respective projects;
III- approving expenses and investment budgets, with indication of sources and applications of resources;
IV- following the execution of plans, program, projects and budgets;
V- defining objectives and priorities for public policies compatible with the Company field of operation and its social object;
VI- deliberating on the policy for prices or tariffs of goods and services provided by the Company, respecting the sector regulatory framework;
VII- authorizing the opening, installation and extinction of branches, outbuildings, agencies, succursals, offices and representations;
VIII- deliberating on the increase of the corporate capital within the limit authorized by the acts of incorporation, fixing respective conditions for subscription and payment;
IX- fixing the Company maximum indebtedness limit;
X- deliberating on the issue of simple, non-convertible debentures, without real guarantee, and, with regard to the other classes of debentures, on the conditions mentioned in § 1st of article 59 of Law nº 6.404/76;
XI- deliberating on the payment of interests on own capital or dividends distribution according to the current year result or profits reserve, without detriment to later ratification by the general meeting;
XII- proposing to the general meeting the payment of interests on own capital or dividends distribution according to the fiscal year already closed;
XIII- deliberating on the personnel policy, including fixation of staff, career and compensation plans; general conditions for collective bargaining; opening of selective process to fill vacancies and Profit Share Program;
XIV- previously authorizing the signature of any legal business involving acquisition, alienation or encumbrance of assets, as well as the assumption of liabilities in general, when, whatever the case, the transaction value exceeds 2% (two percent) of the corporate capital;
XV- approving the contracting of public-liability insurance in favor of the Company statutory bodies’ members, employees, agents and representatives;
XVI- granting licenses to directors observing applicable regulation;
XVII- approving its bylaws;
XVIII- previously manifesting on any proposal from the board of directors or subject to be submitted to the general meeting;
XIX- claiming the examination of any subject included in the board of directors’ competence and issue binding guidance about it.
CHAPTER VI – BOARD OF DIRECTORS
Composition and mandate
ARTICLE 16 – The board of directors will be composed of 5 (five) members; one CEO, one CFO and investor relations director, one managing director, one engineering and construction director and one generation director, with assignments fixed by the Company bylaws, all of them with unified mandate of 2 (two) years, with right to reelection.
Vacancy and Substitutions
ARTICLE 17 – In case of absences or temporary impediments of any director, the CEO will assign other member of the board to hold offices.
Single paragraph – In case of absences or temporary impediments of the CEO, he will be substituted by a director assigned by him, and, in case there is no indication, by the CFO.
ARTICLE 18 – The board of directors will meet ordinarily, at least twice a month, and extraordinarily by call from the CEO or from any other two directors.
First paragraph – The meetings of the collegiate board of directors will be installed with presence of at least half of acting directors, considering approved the subject that obtains agreement of the persons present; in case of parity, the proposal that counts on the CEO vote will prevail.
Second paragraph – The board of directors’ deliberations will be included in minute drawn up in appropriate book and signed by all persons present.
Third paragraph – When there is reason for urgency, the CEO may call extraordinary meetings, at any time; and they can be held by telephone, videoconference or other convenient means to express the absent director will, whose vote will be considered valid for all purposes, without detriment to later drafting and signature of the corresponding minute.
ARTICLE 19 – In addition to assignments provided by law, the collegiate board of directors is also responsible for:
I – preparing and submitting to approval by the administrative board:
a) bases and guidelines for preparation of strategic plan, as well as annual and multiannual programs;
b) the strategic plan, as well as corresponding annual and multiannual programs for expenses and investments of the Company with their respective projects;
c) the Company costs and investments budgets, with indication of resources sources and applications, as well as their alterations;
d) the Company activities performance result assessment;
e) the Company quarterly reports along with balance sheets and other financial statements;
f) annually, the administration report draft, along with balance sheet and other financial statements and their respective explanatory notes, with independent auditors and fiscal board opinion and the proposal for destination of the year results;
g) the Board of Directors bylaws and the Company ordinance;
h) proposal for capital increase and acts of incorporation amendments, with consultation to the Fiscal Board, where applicable;
i) proposal for personnel policy;
II – approving:
a) criteria for technical-economic assessment of investments projects, with respective plans for delegation of responsibility to their execution and implantation;
b) accounts plan;
c) the Company annual insurance plan;
d) residually, within statutory limits, everything associated to the Company’s activities which are not exclusive competence of the CEO, the administrative board or the general meeting.
III – authorizing, with observation of limits and guidelines fixed by law or by the administrative board:
a) acts of renunciation or judicial or extrajudicial transaction, to conclude litigations or pendencies, being allowed to establish value limits to delegate the practice of such acts;
b) signature of any legal businesses involving acquisition, alienation or encumbrance of assets, as well as assumption of liabilities in general, when the transaction value exceeds any of the limits below and is inferior to 2% (two percent) of the corporate capital:
- for rental of real estate – R$ 120 thousand;
- Immobilization order – R$ 300 thousand;
- Deactivation order – R$ 200 thousand;
- Tender – limit value for submission of prices R$ 650 thousand;
- Signature of contract related to covenant and commercialization of CESP facilities and telecommunications system utilization – R$ 150 thousand;
- Agreement in legal processes – R$ 400 thousand, and
- for alienation of immovable assets, financing with national and international entities and travels abroad – any value, as long as the mandatory submission to the administrative board is observed when the value is equal or superior to 2% (two percent) of the corporate capital, under the terms of subsection XIV, article 15 of this acts of incorporation.
ARTICLE 20 – The CEO is responsible for:
I- supervising all businesses of the Company;
II- responding for the execution of policies approved by the Administrative Board;
III- representing the Company, actively and passively, in court or outside it, being allowed, for that purpose, to constitute Proxy to receive initial monitions and notifications, observing the dispositions in article 21 of this acts of incorporation;
IV- institutionally representing the Company in its relations with public authorities, private entities and third parties in general;
V- calling and conducting the board of directors’ meetings;
VI- coordinating the board of directors’ activities;
VII- issuing acts and resolutions that consubstantiate the board of directors deliberations or that result from them;
VIII- coordinating the Company ordinary management, including the implementation of guidelines and fulfillment of deliberations taken by the general meeting, the administrative board and the collegiate board of directors;
IX- coordinating the activities of the other directors.
The Company representation
ARTICLE 21 – The Company obliges itself before third parties (i) for the signature of two directors, one being necessarily the CEO or the CFO; (ii) for the signature of one director and one Proxy, according to powers shown in the respective mandate document; (iii) for the signature of two proxies, according to powers shown in the respective mandate document; (iv) for the signature of one proxy, according to powers shown in the respective mandate document, in this case exclusively for the practice of specific acts.
Single paragraph – The mandate instruments will be granted, with fixed validity term, and shall specify the powers conferred; only proxies for general jurisdiction will have indeterminate term.
CHAPTER VII – FISCAL BOARD
ARTICLE 22 – The Company will count on fiscal board with permanent actuation, and competences and assignments as provided by law.
Single paragraph – The Fiscal Board is responsible for, in addition to the assignments provided by law, manifesting about the proposal for choice and dismissal of independent auditors, before its submission to the Administrative Board, and for following the works performed.
ARTICLE 23 – The fiscal board will be composed of at least 3 (three) and at the most 5 (five) effective members, with equal number of substitutes, elected yearly by the ordinary general meeting, with right to reelection.
Single paragraph – In case of vacancy or impediment of effective member, the respective substitute will assume.
ARTICLE 24 – The fiscal board will meet ordinarily, once a month, and extraordinarily by call from any of its members or the board of directors, and shall be drawn up in appropriate book.
CHAPTER VIII – RULES COMMON TO STATUTORY BODIES
ReOffice, impediments and prohibitions
ARTICLE 25 – The members of statutory bodies shall prove, upon presentation of curriculum to State Council for Defense of Capitals – CODEC, that they have professional, technical or administrative capacity, compatible with the position, good character and unblemished reputation.
Single paragraph – The disposition in this article applies only to members elected by the controlling shareholder.
ARTICLE 26 – The members of statutory bodies will be invested with their positions upon signature of instrument of investiture drawn up in the corresponding minute book.
First paragraph – The instrument of investiture shall be signed within the 30 (thirty) days following the election, under penalty of inefficacy, unless there is justification accepted by the body to which the member was elected, and shall contain the indication of at least one domicile for reception of monitions and summons of administrative and legal processes, related to acts of his/her management, with permission of changing the domicile indicated only upon communication in writing.
Second paragraph – The investiture will be conditioned to the presentation of statement of real property and assets, as provided in the state legislation in force, which shall be updated annually and by the end of the mandate.
Third paragraph – The investiture of the Administrative Board and the Board of Directors’ members is conditioned to previous subscription of the Statement of Consent of Directors, according to disposition of BM&FBOVESPA Level 1 Regulation, as well as to compliance with applicable legal requirements.
ARTICLE 27 – Except in case of renunciation or dismissal, it is considered automatically extended the mandate of members of statutory bodies until election of their respective substitutes.
Remuneration and Licenses
ARTICLE 28 – The remuneration of members of statutory bodies will be defined by the general meeting and there will be no accumulation of wages or any advantages due to eventual substitutions caused by vacancy, absences or temporary impediments, according to the terms of this acts of incorporation.
Single paragraph – The director, who, on the investiture date, belongs to the Company staff, is allowed to opt for his respective salary.
ARTICLE 29 – The directors can request to the administration board furlough with unpaid leave, as long as such term is not superior to 3 (three) months, which shall be recorded in minute.
CHAPTER IX – FISCAL YEAR AND FINANCIAL STATEMENTS PROFITS, RESERVES AND DISTRIBUTION OF RESULTS
ARTICLE 30 – The fiscal year will coincide with the civil year, at which end the board of directors will make financial statements be prepared, as provided by law.
First paragraph – The Company is obliged, as of the fiscal year to begin on January 1st, 2010, to disclose in English language, the full text of financial statements, administration report and explanatory notes, prepared according to the Brazilian corporate legislation, along with additional explanatory note demonstrating the conciliation of the year result and the net equity verified according to Brazilian accounting criteria and IFRS international standard, evidencing the chief differences among criteria applied, and independent auditors’ opinion.
Second paragraph – The disclosure of financial statements mentioned in the 1st paragraph of this article shall occur in 4 (four) months, at the most, after the end of the respective fiscal year.
Article 31 – The profit of the fiscal year, after deductions provided by law, will have the following destination:
I- 5% (five percent) will be applied, before any other destination, to constitute legal reserve, up to 20% (twenty percent) of the corporate capital;
II- from the balance, a value will be destined to payment of priority dividend of class A preferred shares, as provided in Article 4th, subsection I, letter b;
III- from the balance, a value will be destined to payment of mandatory annual dividend of common shares and class B preferred shares, corresponding to 10% (ten percent) of the paid in corporate capital value, represented by such shares, to be equally prorated among them;
IV- from the balance, up to 20% (twenty percent) can be destined according to deliberation by the general meeting, for re-inversion in expansion of activities provided in Article 2nd of this acts of incorporation, up to the limit of 10% (ten percent) of the corporate capital;
V- the balance will have destination as deliberated in general meeting, observing retentions allowed by law, and, in case of distribution of remaining balance of common, class A and class B preferred shares, this will occur on equal terms.
Single paragraph – The payment of interests as own capital remuneration can be deduced from the amount of dividends to be paid, as provided in legislation in force.
ARTICLE 32– Common shares will be entitled to minimum mandatory dividend corresponding to 25% (twenty five percent) of the year net profit, after deductions determined or accepted by law.
First paragraph – Class A preferred shares will be entitled to annual priority dividend, not cumulative, of 10% (ten percent), calculated on the paid in corporate capital value, represented by class A preferred shares to be equally prorated among them.
Second paragraph – Class B preferred shares will be entitled to participate on equal terms with common shares in the distribution of mandatory dividend under the terms of this Article head.
Third paragraph – The mandatory dividend can be paid by the Company as interests on own capital.
Fourth paragraph – The Company can make intermediate or intercalary balances for purposes of dividend distribution or payment of interests on own capital.
CHAPTER X – LIQUIDATION
ARTICLE 33 – The Company will go into liquidation in cases provided by law, and the general meeting shall determine, where applicable, the mode of liquidation and appoint the liquidator, fixing his remuneration.
CHAPTER XI – ARBITRATION BOARD
ARTICLE 34 – The Company, its shareholders, administrators and members of the Fiscal Board are obliged to resolve, by arbitrage, before the Court of Arbitration of São Paulo Stock Exchange – BOVESPA, according to its respective Arbitration Rules, all and every dispute or controversy that may arise between them, related or originating, particularly, from the application, validity, efficacy, interpretation, violation, and their effects, of dispositions contained in Law nº 6.404/76, in the Company acts of incorporation, in norms issued by the National Monetary Council, by Banco Central do Brasil and by the Brazilian Securities and Exchange Commission, as well as in other norms applicable to the capital market in general, in addition to those included in the Regulation of Differentiated Corporate Governance Practices Level 1 of São Paulo Stock Exchange – BOVESPA, of Arbitration Rules of the Market Court of Arbitration and the Contract for Adoption of Differentiated Corporate Governance Practices Level 1.
Single paragraph – The Company controlling shareholder deliberations, be them through vote in general meeting, or by determination to the Company administration, which aim at guiding the Company businesses, under the terms of Article 238 of Law nº 6.404/76, are considered forms of exercise of inalienable rights and will not be subject to arbitration proceeding provided in this article head.
CHAPTER XII – DEFENSE MECHANISM
Article 35 – The Company will ensure the members of statutory bodies, through its legal department or contracted professional, the technical defense in legal and administrative proceedings proposed during or after their respective mandates, for acts associated to the exercise of their roles.
First paragraph – The same protection can be extended to the Company employees, representatives and proxies, upon specific authorization by the administrative board.
Second paragraph – When the Company does not appoint, timely, a professional to assume the defense, the person interested can hire one on its own, thus deserving the reimbursement of respective fees in reasonable amount, in case he is uncharged or exempt from responsibility.
Third paragraph – In addition to ensuring the technical defense, the Company will bear the court costs, any type of emoluments, administrative expenses and deposits for warranty of instance.
Fourth paragraph – The agent that is convicted or made responsible, passed into res judicata, will be obliged to indemnify the Company the values actually expended, except when it is evidenced that he act in good faith, aiming at the Company interest.
Fifth paragraph – The Company can hire insurance in favor of statutory bodies’ members, employees, representatives and proxies, for coverage of liabilities resulting from the exercise of their roles.
CHAPTER XIII – LEADERSHIP OF LEGAL SERVICES
Article 36– In face of disposition in article 101 of São Paulo State Constitution, as regulated by State Decree nº 56.677, of January 19, 2011, the hiring of lawyer responsible for the maximum leadership of the Company legal services shall be preceded by approval of the appointed person by the State General Attorney, according to objective criteria of professional qualification, competence and experience.
Article 37 – The Company shall provide direct interlocution of its lawyers with the State General Attorney or other State Attorney appointed by the latter, in order to ensure uniform and coordinated actions, within the limits established in article 101 of the State Constitution, with observance of duties and prerogatives inherent to the professional exercise.
CHAPTER XIV – GENERAL DISPOSITIONS
ARTICLE 38 – Until April 30 of each year, the Company will publish its positions and functions chart, occupied and vacant, related to the previous year, compliant with disposition in § 5th, article 115, of the State Constitution.
ARTICLE 39 – The Company is part of the Corporate Governance Level 1 of São Paulo Stock Exchange – BOVESPA (“Level 1”) and can only leave Level 1 to make the Company shares start to be registered for negotiation outside Level 1 or due to corporate restructuring where the resulting society is not classified as holder of this same Level of Corporate Governance, upon (i) previous approval in General Meeting and (ii) communication to São Paulo Stock Exchange – BOVESPA in writing, 30 (thirty) days before.
ARTICLE 40 – With the Company admission in the special listing segment called Level 1 of Corporate Governance of BM&FBOVESPA S.A. – Stock, Commodities and Future Exchange (“BM&FBOVESPA”), the Company, its shareholders, administrators and members of the Fiscal Board become subject to the dispositions in BM&FBOVESPA Corporate Governance Level 1 Listing Regulation (“Level 1 Regulation”).
ARTICLE 41 The dispositions contained in (A) paragraphs 3rd, 4th and 5th of Article 9th, (B) no Artigo 34 e (C) this article, of this acts of incorporation, can only be altered with favorable votes of more than half of the Company corporate stock or in order to incorporate eventual modifications to São Paulo Stock Exchange – BOVESPA – Regulations for differentiated levels of corporate governance.
ARTICLE 42 – The election for the Company statutory bodies is forbidden for persons who fit in ineligibility causes established in federal legislation.
First paragraph – The prohibition included in the head of this article is extended to admission for employments on commission and to appointments for positions of trust.
Second paragraph – The Company will observe the article 111-A of São Paulo State Constitution and the rules provided in state Decrees nº 57.970, of April 12, 2012, and nº 58.076, of May 25, 2012, as well as alterations eventually issued.
ARTICLE 43 – The investiture of statutory bodies’ members and the admission of employees by the Company are conditioned to the presentation of statement of real property and assets that form their private assets.
First paragraph – The statement mentioned in this article head shall be yearly updated as well as when the public agent is dismissed.
Second paragraph – The Company will observe the rules provided in article 13 of Federal Law nº 8.429, of June 2, 1992, and in state Decree nº 41.865, of June 16, 1997, as well as alterations eventually issued.
ARTICLE 44 – The Company will observe the disposition in the binding precedent nº 13, and in state Decree nº 54.376, of May 26, 2009, as well as alterations eventually issued.
The present Acts of Incorporation, originally approved in Extraordinary General Meeting (EGM) of 10/27/1977 (Minute filed in JUCESP under nº 695.553/77 on 11/08/1977) was consolidated through EGM of 09/16/1994 (Minute filed in JUCESP under nº 143.095/94-8 on 09/27/1994).
|EGM||of 12/29/1994||Archived in JUCESP under No.||6,105/95-6||01/11/1995|
|OEGM||of 04/28/1995||Archived in JUCESP under No.||83,245/95-9||05/26/1995|
|OEGM||of 04/26/1996||Archived in JUCESP under No.||70,159/96-8||05/15/1996|
|OEGM||of 04/25/1997||Archived in JUCESP under No.||74,936/97-9||05/26/1997|
|OGM||of 12/10/1997||Archived in JUCESP under No.||208,082/97-9||12/26/1997|
|OEGM||of 04/28/1998||Archived in JUCESP under No.||71,372/98-2||05/19/1998|
|EGM||of 07/23/1998||Archived in JUCESP under No.||118,440/98-6||08/04/1998|
|EGM||of 03/26/1999||Archived in JUCESP under No.||101,241/99-9||04/24/1999|
|EGM||of 12/20/2002||Archived in JUCESP under No.||13,232/03-4||01/16/2003|
|EGM||of 04/08/2005||Archived in JUCESP under No.||107,840/05-4||04/14/2005|
|OEGM||of 04/27/2005||Archived in JUCESP under No.||140,076/05-0||05/13/2005|
|EGM||of 01/31/2006||Archived in JUCESP under No.||52,161/06-7||02/15/2006|
|EGM||of 07/07/2006||Archived in JUCESP under No.||177,840/06-7||07/11/2006|
|OEGM||of 04/25/2007||Archived in JUCESP under No.||206,624/07-4||05/25/2007|
|EGM||of 07/26/2007||Archived in JUCESP under No.||269,661/07-4||08/07/2007|
|EGM||of 06/03/2008||Archived in JUCESP under No.||180,257/08-0||06/12/2008|
|EGM||of 03/11/2010||Archived in JUCESP under No.||99,910/10-0||03/22/2010|
|OEGM||of 04/30/2010||Archived in JUCESP under No.||160,766/10-2||05/12/2010|
|OEGM||of 04/29/2011||Archived in JUCESP under No.||177,939/11-4||05/10/2011|
|EGM||of 10/14/2011||Archived in JUCESP under No.||444,259/11-9||11/04/2011|
|OEGM||of 04/24/2013||Archived in JUCESP under No.||190,363/13-7||05/21/2013|
|OEGM||of 04/27/2015||Archived in JUCESP under No.||275.117/15-7||06/26/2015|
|EGM||of 06/25/2015||Archived in JUCESP under No.||312.941/15-8||07/22/2015|
|EGM||of 04/26/2016||Archived in JUCESP under No.||………………||………………|