Pursuant to its bylaws, the Company is permitted to issue Series “L” Shares with limited voting rights, which only confer voting rights at meetings held to discuss the following matters:
- The transformation of the Company from one type of society to another
- Cancellation of the registration of Series "L" shares in the RNV
- The appointment, ratification, or removal of directors under the terms stated in clause twenty-eight of the bylaws
- Dissolution or liquidation of the Company
- The change of nationality of the Company
- The change of corporate purpose of the Company
In accordance with current bylaws, the Company's shareholders' meetings may be general or extraordinary. Extraordinary meetings are those held to discuss matters that only affect a certain series or class of shares.
General Shareholders’ Meetings
General shareholders’ meetings are those held to discuss any matter that is not reserved for an extraordinary meeting. The Company must hold an ordinary meeting at least once a year, within four months following the close of each fiscal year, to review and, if applicable, approve the consolidated financial statements of the previous fiscal year, the reports presented by the board of directors regarding such financial statements, the reports submitted by the audit and corporate practices committees, the appointment and emoluments of the directors, the opinion of the board on the report presented by the CEO, and the maximum amount which may be allocated to the acquisition of the Company’s own shares.
Extraordinary Shareholders’ Meetings
Extraordinary Shareholders’ Meetings are those held to discuss, among others, the following matters:
- The extension of the duration of the Company
- The early dissolution of the Company
- The increase or decrease of the fixed portion of the capital stock
- The change of the Company’s purpose
- Any amendment of the Company’s bylaws
- The transformation of the Company
- The merger or spin-off of the Company
- The issuance of preferred shares
- The redemption of shares with retained earnings
- The issuance of debt or securities by the Company
- The issuance of any type of deventures by the Company
- The cancellation of the registration of the Company's shares in the RNV or in any stock exchange in where they are listed
Quorum
The Series “L” Shares will only count for purposes of determining the quorum of the shareholders' meetings to which their holders must be called to exercise their right to vote, that is, they will only be considered in the case of meetings called to discuss any of the matters they are entitled to vote on.
For a general meeting to be considered legally installed on first call, at least 70% of the outstanding shares must be present or represented. In the case of second or subsequent call, general meetings will be considered legally installed when at least 66.66% of the outstanding shares are present or represented. In any case, the resolutions of a general meetings will be valid when adopted by the affirmative vote of 40% of the outstanding shares, with the exception that the following matters must be approved by the affirmative vote of 66.66% of the outstanding shares:
- The appointment, re-election, or removal of the CEO and the members of the board of directors and the audit and corporate practices committees; and
- The increase or decrease of the variable capital, with the understanding that such change must be previously approved by the board of directors.
For an extraordinary meeting to be considered legally installed on first call, at least 75% of the outstanding shares must be present or represented. In the case of second or subsequent call, extraordinary meetings will be considered legally installed when at least 67% of the outstanding shares are present or represented. In any case, the resolutions of a extraordinary meetings will be valid when adopted by the affirmative vote of at least 50% of the outstanding shares, with the understanding that the following matters must be approved by the affirmative vote of 66.66 % of the outstanding shares:
- The increase or decrease of the fixed portion of the capital, with the understanding that such change must be previously approved by the board of directors
- Any amendment to the bylaws
- The merger or spin-off of the Company
- The issuance of preferred shares
- The amortization of shares with distributable profits and the issuance of preferred shares, with limited voting rights or other than common shares
- The issuance of debt or securities by the Company
- The issuance of any type of debentures by the Company