Overview

Overview 

Corporate Governance Practices and Novo Mercado

Qualicorp is listed in the Novo Mercado. Therefore, in addition to the obligations imposed by current Brazilian law, the Company complies with the following requirements:

  • Issue only common shares;
  • Grant tag-along rights to all shareholders in case there is a divestiture by the controlling shareholder of the Company,  the acquirer is obliged to hold a public offer for shares acquisition to other shareholders, at the same price per share paid for the controlling block;
  • Ensure that Qualicorp’s shares, representing at least 20% of its social capital are effectively available for trading;
  • Adopt offering procedures that favors shares dispersion;
  • Comply with minimum quarterly disclosure standards;
  • Follow stricter disclosure policies regarding transactions made by controlling shareholders, board members and executive directors involving securities issued by the Company;
  • Submit any existing shareholders‘ agreements and stock option plans to the B3;
  • Disclose a corporate events schedule to shareholders;
  • Limit to two years the unified term for all Qualicorp’s Board members, composed by at least five members, with the possibility of re-election;
  • Within two years after listing shares on the Novo Mercado, prepare annual financial statements in English, including cash flow statements, in accordance with international accounting standards, such as U.S. GAAP or International Financing Report Accounting Standards (IFRS);
  • Comply exclusively to B3 arbitration rules, by which B3, the Company, controlling shareholder, management and members of fiscal council, agrees to resolve by arbitration any dispute or controversy related to the Novo Mercado listing rules;
  • Hold public meetings with financial analysts and any other interested third parties at least once a year to present information regarding its financial and economic position, projects and prospects; and
  • If a decision to delist from the Novo Mercado is made, the controlling shareholder must make a public offer to acquaire all outstanding shares at a price established based on a technical report made by an independent and specialized company.

Qualicorp common shares rights

Qualicorp shares guarantee their holders the following rights:

  • Right to vote at the Company’s General Meetings;
  • The Company will distribute mandatory minimum dividend, in each fiscal year, 25% (twenty-five percent) of the net income for the year, adjusted pursuant to Article 202 of the Lei das Sociedades Anônimas (Brazilian Corporation Law);
  • In case of cancellation of the registration as a publicly-held company or cancellation of listing on B3’s Novo Mercado, the right to sell its shares in a public offering to be launched by the Controlling Shareholders, for their respective economic value determined through the preparation of an appraisal report by a specialized and independent company, with proven experience and chosen by the Shareholders Meeting holding outstanding shares from a triple list presented by the Board of Directors, and the costs of preparing such report shall be fully borne by the Controlling Shareholders;
  • All other rights guaranteed to the Shares, under the terms set forth in B3’s Novo Mercado Regulations, Qualicorp’s Bylaws and the Brazilian Corporation Law.

 

The CVM Resolution 44 provides for the disclosure and use of information on a material act or fact relating to publicly held companies:

  • Establishes the concept of material fact, being included in this definition any decision of the controlling shareholder, resolution of the general meeting or of the management bodies of a publicly-held company, or any other act or fact of a political-administrative, technical, business or economic-financial nature that occurred or is related to the company’s business, which may have a significant influence on the (i) price of shares; (ii) investors’ decision to buy, sell or hold such shares; and (iii) the decision of investors to exercise any rights inherent to the condition of holders of shares issued by the Company;
  • It gives examples of potentially material acts or facts that include, among others, the signing of an agreement or contract for the transfer of the company’s shareholding control, the entry or exit of a partner that has an operational, financial, technological or administrative contract or collaboration with the company, incorporation, merger or demerger involving the company or related companies;
    • Oblige the Investor Relations Officer, controlling shareholders, directors, members of its board of directors, fiscal council members and any bodies with technical or advisory functions to communicate any material fact to the CVM;
    • Require simultaneous disclosure of material facts to all markets where the company has its shares listed for trading;
    • Require the acquirer of a controlling stake in a publicly traded company to disclose a material fact, including its intention to cancel its registration as a publicly traded company within one year of the acquisition;
    • Establish rules on the disclosure of the acquisition or disposal of a material equity interest in a publicly-held company; and
    • Restrict the use of insider information.

Last update: September 19, 2023

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