FAQ

Ações

Shares

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1. Which is Valid share code and which are holder’s rights?

– Common share: VLID3

The common share (ON – symbol at Bovespa: VLID3) grants its holder the voting right in resolutions taken at the Shareholders’ Meetings, where Annual or Extraordinary Shareholders’ Meetings. Each common share corresponds to one (1) vote.

2. Which means Valid being a company listed at the BM&FBOVESPA’s Novo Mercado?

– In 2000, BOVESPA introduced three special listing segments, known as Levels 1 and 2 of Corporate Governance Special Practices and Novo Mercado. The objective was to create a secondary market for securities issued by Brazilian listed companies that observe the best corporate governance practices. The listing segments are destined to the trading of securities issued by companies that voluntarily undertake to abide by the good corporate governance practices and greater reporting requirements in relation to those already imposed by Brazilian laws. Overall, these rules broaden shareholders’ rights and improve the quality of information provided to shareholders.

The Novo Mercado rules require, besides the obligations imposed by Brazilian laws in force, the compliance with the following requirements, among others:

– issue only common shares;

– grant the tag-along right to all shareholders, in the event of sale of the Company’s share control, and acquirer of control shall conduct a public tender offer to other shareholders, tendering for each share, the same price paid per share of controlling group;

– ensure that Valid shares represent, at least, 25% of total outstanding capital;

– adopt offering procedures that favor share dilution;

– comply with minimum standards for interim financial information release;

– observe stricter disclosure policies related to the trades carried out by controlling shareholders of the Company, board members and officers involving securities issued thereby;

– submit any shareholders’ agreement and stock option programs to BOVESPA;

– make available to shareholders a calendar of corporate events;

– restrict to one year the term of office of all members of the Company’s Board of Directors, composed of, at least, five members;

– prepare, as of the second fiscal year’s end after being accepted at the Novo Mercado, annual financial statements, including statements of cash flows in the English version, under the U.S. GAAP or the IFRS;

– exclusively adopt the BOVESPA’s arbitration rules, through which BOVESPA, the company, the controlling shareholder, the Management and members of the Company’s Fiscal Council, if installed, undertake to resolve any and all dispute or controversy related to the listing rules by means of arbitration;

– at least, once a year, hold a public meeting with analysts and other stakeholders in order to disclose information as to its respective economic and financial condition, projects and outlook; and

– in the event of delisting from the Novo Mercado, so that shares are traded out of Novo Mercado, the controlling shareholder must conduct a public tender offer of outstanding shares by the economic value verified by means of valuation report prepared by a specialized and independent company.

3. What does Shareholders’ Meeting mean? How may I participate?

The shareholders’ meeting means Valid’s shareholders’ meeting who are previously called in order to resolve on certain matters of the agenda.

It is called by the Company’s Board of Directors through the Call Notice published three consecutive times in the Official Gazette of Rio de Janeiro and Valor Econômico newspaper. The call for the Shareholders’ meeting also occurs via the Company’s investor relations website (http://www.valid.com.br/ri) and via the São Paulo Stock Exchange (www.bmfbovespa.com.br) and mailing addressed to shareholders registered at the Company’s website.

As of the publication date of the Call Notice for the Shareholders’ Meeting, Valid’s Management makes available to shareholders documents and information to be provided as required by laws or Bylaws concerning several matters included in the agenda, including these documents and information also in the website as of referred date.

In order to participate in the Shareholders’ Meeting, shareholders or their legal representatives shall submit, at least, forty-eight (48) hours in advance of the date designated for the Shareholders’ Meeting, besides the identity document, where applicable: (a) a receipt issued by the bookkeeping institution over the past three (3) days; (b) a proxy with grantor’s certified signature; and/or (c) referring to shareholders participating in the fungible custody of registered shares, a statement containing the related shareholding issued by appropriate authority.

4. How should I contact the custodian bank of Valid common shares?

Os detentores das ações ordinárias da Valid deverão ir em uma das agências do Banco Bradesco S.A, que é o custodiante das ações ordinárias da Companhia.

5. How can I buy Valid shares?

Valid shares are traded at the São Paulo Stock Exchange (Bovespa). It is possible to trade shares through banks or brokerage houses, which send the buy and sell orders to Bovespa.

6. Which is Ibovespa?

The Bovespa index is the most relevant average performance indicator of Brazil’s stock market quote. Its relevance derives from the fact that Ibovespa reflects the behavior of main stocks traded at BOVESPA, i.e., those with higher liquidity.

For additional information, access: http://www.bmfbovespa.com.br

7. How may I contact Valid Investor Relations Department?

To contact Valid investor relations department, click here.

8. What does Tag Along mean? What does it assure to investors?

According to the Brazilian Corporation Law, when a company is sold, the non-controlling shareholders holding common shares are entitled to receive for their shares, at least, 80% of the amount paid to the company’s controlling shareholders.

The tag along right is an instrument extended to non-controlling shareholders in case of change of control.

9. What does free float mean?

The number of a company shares available for trading in organized markets.

10. What does IPO mean?

Initial Public Offering, i.e., the first public offering of the company shares.

11. Who are the Stakeholders?

All the persons with any interest in the company, such as, clients, suppliers, shareholders, government, regulatory agencies and the community.

12. How may I register in Valid Mailing to periodically receive information about the company?

To register in the mailing, click here.

Governança Corporativa

Corporate Governance

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1. Which is current Valid’s Ownership Structure?

Ownership Structure, click here.

2. Which is the frequency of Valid’s results release?

The company’s results are released quarterly.

3. What do interest on equity (JCP) and dividends mean? Which is the difference between them?

The dividend is shareholder’s share in the company’s profit. Whenever a company record profits, it earmarks part of this result to share with its shareholders. In Brazil, companies are required to pay, at least, dividends of 25% of profit.

The return on dividends may be referred to as dividend yield of a share and corresponds to the dividend paid divided by share price. Besides dividends, the companies also pay interest on equity (JCP), which means another way of sharing profit with the companies’ shareholders. The difference is such payment is treated as expense in the company’s results, while dividend not.

4. What does share buyback program mean and how these take place?

The share buyback program means the Company’s buyback of its shares, which may be cancelled or held in treasury for subsequent sale. This program is regulated by the Brazilian Securities Exchange Commission Rule nº 10/1980 and authorized by resolution of the Company’s Board of Directors, which shall specify the company’s objective in the operation, the number of shares to be acquired, the maximum term to carry out the operations authorized, which cannot exceed 365 days, the number of shares outstanding in the market; the name and the address of the financial institutions to act as agents. Listed companies cannot hold in treasury shares issued thereby in amount exceeding 10% of each class of share outstanding in the market, including in this percentage, current shares held in treasury by subsidiaries and associated companies. In addition, the share purchase price cannot exceed the market cap.

Click here to access the Share Buyback section.

5. How much Valid paid as interest on equity and dividends over the past years?

To access the table of dividends, click here.

Financeiro

Financial

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1. Gross Operating Revenue

It represents all the services rendered during a certain period, before discounts to clients, returns or taxes, or other adjustments.

2. Gross Profit

Net revenue less the cost of services rendered.

3. Selling, General and Administrative Expenses

These expenses usually include the salary of employees related to sales, the company’s management, advertising, and communication, among others.

4. EBITDA

Earnings Before Interests, Taxes, Depreciation and Amortization.

5. Financial Revenue/Expense

This account includes interest income and expenses and commissions related to financial transactions.

6. Income and Social Contribution Taxes

It reflects the expenses related to the payment of income and social contribution taxes.

7. Profit/Loss

It is also referred to as bottom line, as this is the last item of the income statement. It represents the remaining profit after all costs and expenses (including taxes) deducted from total revenue in a certain period. If result is positive, we refer as profit, if negative, we refer as loss.

8. Assets

It represents the company’s resources employed to generate revenue. Assets may be physical (cash, inventories, properties and equipment) or intangible assets (goodwill, trademark, patents).

9. Liabilities

It represents the company’s obligations. Liabilities include debt with banks, creditors, suppliers, government taxes, among others.

10. Equity

It represents the shareholder’s investment in the company via capital contribution or profit reinvested. The equity value corresponds to total assets less total liabilities.

11. Price/Profit (P/P)

Price of a share divided by earnings per share. This index provides investor with a parameter of how much he is paying for the capacity of generating the company’s profit.

12. Net Debt/EBITDA

This index measures the company’s financial leverage.

13. EBITDA Margin

EBITDA/ net revenue ratio.

14. EVA

EVA is the economic value added, also known as residual profit and considers that the profit exists only when the company covers all its operating expenses and also the costs of capital employed in business, whether owned or of third parties.