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.