CHAPTER V – General Meeting
Article 21. The General Meeting shall hold an Annual General Meeting during the first four months after the end of the fiscal year and extraordinarily, whenever the Company‘s interests so require, to deliberate on the themes pertaining thereto, as per Law 6,404/76, and pursuant to the provisions herein and to the shareholders’ agreements duly filed at the headquarters, by means of call notice as provided for by laws.
Paragraph 1. Besides the exceptions provided for by laws, the General Meeting is instated in a first call, with the attendance of shareholders representing, at least, one fourth of the voting right capital stock and second call with any number.
Paragraph 2. The resolutions at the General Meeting shall be taken by majority vote of attending shareholders, besides the exceptions provided for by laws.
Article 22. The General Meeting shall be instated and chaired by the Chairman of the Board of Directors, or during his impediment or absence, the Vice-Chairman of the Board of Directors. In the event of absence or impediment of the Chairman and the Vice-Chairman of the Board of Directors, the Meeting shall be chaired by the attending shareholder elected by others. The Chairman of the Meeting shall appoint the Secretary.
Sole paragraph. The General Meeting shall be convened by the Board of Directors, pursuant to laws.
Article 23. In order to participate and take resolutions at the General Meetings, the shareholder shall submit his/her identification to the Company, as well as receipts of his/her condition as shareholder, by means of document provided by a financial institution appointed by the Company to manage his/her book-entry shares. For the purposes of resolution, changes in ownership positions occurred on the date of the General Meeting shall be disregarded.
Paragraph 1. The Company, when overseeing the regularization of documents related to the shareholder’s representation, shall adopt the good faith principle, assuming the statements rendered are accurate. Except for the non-presentation of the power of attorney, where applicable, and the receipt of share custody, when these are mentioned in the Company’s records as held by the custodian agent, no formal irregularity, such as the presentation of documents with copy or lack of certified copies shall be reason for impediment of shareholder‘s vote whose regularization of documents is questioned.
Paragraph 2. In the assumption of previous item, the votes of the discreditable shareholder shall be regularly calculated, and the Company, within five (5) business days subsequent to the General Meeting, shall notify the discreditable shareholder who, by means of definitive elements of proof subsequently obtained, evidenced that (i) the discreditable shareholder was not correctly represented at the General Meeting; or (ii) the discreditable shareholder did not hold on the date of the General Meeting, the amount of shares declared. In these assumptions, regardless of a new General Meeting, the Company shall disregard the votes of the discreditable shareholder, who shall be liable for losses and damages his/her acts have caused.