Annual Report of a Foreign Private Issuer — Form 20-F Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 20-F Annual Report of a Foreign Private Issuer -- HTML 3.67M
form20-f
2: EX-1.1 By-Laws HTML 77K
3: EX-4.15 Termination of the Letter Agreement, Dated June HTML 30K
22, 2004
4: EX-4.16 Letter From Inbev to Ambev and Labatt HTML 37K
5: EX-4.17 Confirmation of Intellectual Property and Hedging HTML 32K
Arrangements
6: EX-4.18 Executed Letter Agreement Dated July 22, 2004 HTML 17K
7: EX-4.19 Labatt Services Agreement, Dated August 27, 2004 HTML 68K
8: EX-4.20 Interbrew Services Agreement, Dated August 27, HTML 86K
2004
9: EX-4.21 Transfer Agreement, Dated August 2004 HTML 45K
10: EX-4.22 License Agreement, Dated March 21, 2005 HTML 201K
11: EX-8.1 List of Material Subsidiaries of Companhia De HTML 20K
Bebidas Das Americas - Ambev
12: EX-11.2 Amendment to Code of Business Conduct HTML 86K
13: EX-12.1 Principal Executive Officers' Certification (302) HTML 23K
14: EX-12.2 Principal Financial Officer Certification (302) HTML 18K
15: EX-13.1 Principal Executive Officers' Certification (906) HTML 19K
16: EX-13.2 Principal Financial Officer Certification (906) HTML 14K
Clause
1 -
COMPANHIA DE BEBIDAS DAS AMÉRICAS - AMBEV is a joint-stock company (sociedade
por ações),
which
shall be governed by these Bylaws and by applicable law.
Clause
2 - The
Company shall have its headquarters and jurisdiction in the City of São Paulo,
State of São Paulo. Branches, offices, deposits or representation agencies may
be opened, maintained and closed elsewhere in Brazil or abroad, by resolution
of
the Board of Directors, for achievement of the Company’s purposes.
Clause
3 - The
object of the Company, either directly or by participation in other companies,
is:
a) the
production and trading of beer, concentrates, soft drinks and other beverages;
b) the
production and trading of raw materials required for the industrialization
of
beverages and byproducts, such as malt, barley, ice, carbonic gas, as well
as
apparatus, machinery, equipment, and anything else that may be necessary or
useful for the activities listed in item (a) above;
c) the
packaging and wrapping of any of the products belonging to it or to third
parties;
d) the
agricultural cultivation and promotion activities in the field of cereals and
fruits which are the raw material used by the Company in its industrial
activities, as well as in other sectors that require a more dynamic approach
in
the exploration of the virtues of the Brazilian soil, mainly in the food and
health segments;
e) The
beneficiation, expurgation and other phytosanitary services, and
industrialization of products resulting from the activities listed in item
(d)
above, either for meeting the purposes of its industry or for trading of its
byproducts;
f) the
advertising of products belonging to it and to third parties, and the trading
of
promotional and advertising materials;
g) the
rendering of technical, market and administrative assistance services and other
services directly or indirectly related to the core activities of the Company;
h) the
importation of anything necessary for its industry and trade;
i) the
exportation of its products;
j) the
direct or indirect exploration of bars, restaurants, luncheonettes and similar
places; and
k) the
sale
and/or distribution of its products and the products of its controlled
companies, either directly or through third parties, utilization of the means
of transport
required for distribution of its products, byproducts and accessories, and
adoption of any system or instruction that, at the discretion of the Board
of
Directors, may lead to the envisaged purposes.
Sole
Paragraph - Additionally
to the provisions of the main section of this Clause, the Company may
participate in or associate itself with other commercial and civil companies,
as
partner, shareholder or quotaholder, in Brazil or abroad.
Clause
4 -
The
Company is established for an indeterminate period of time.
CHAPTER
II
SHARE
CAPITAL AND SHARES
Art.
5 -
The
capital of the Company amounts to R$4,742,807,195.75, divided into
54,934,922,711 shares, of which 23,558,271,859 are common
shares and 31,376,650,852 are preferred shares devoid of face value.
Paragraph
1 - Each
common share shall be entitled to one vote in the resolutions of the General
Meeting.
Paragraph
2 - The
Company shares are in the book-entry form, and shall be held in a deposit
account in the name of the respective holders, with a financial institution
indicated by the Board of Directors.
Paragraph
3 -
The
Company may suspend the services of transfer and splitting of shares and
certificates in accordance with the General Meeting's determination, provided
that this suspension does not exceed ninety (90) intercalary days during the
fiscal year or fifteen (15) consecutive days.
Clause
6 - Preferred
shares:
a) shall
not
be entitled to voting rights and may not be converted into common shares;
b) shall
have preference in capital reimbursement in the event of liquidation of the
Company; and
c) shall
have the right to receive cash dividends 10% higher than those paid to common
shares.
Clause
7 -
Nonvoting preferred shares may represent up to two thirds (2/3) of the total
shares issued by the Company.
Clause
8 - The
Company is authorized, up to the maximum limit permitted by law, to create
and/or issue, as a result of subscription, stock dividends or splitting, new
classes of preferred shares, voting or nonvoting, even if entailing more
benefits than those previously existing, and establish their respective
preferences, advantages, conditions for redemption, amortization or conversion.
Paragraph
2 - Nonvoting
preferred shares entitled to fixed or minimum dividends, when issued, shall
be
entitled to exercise such right if the Company fails to pay the fixed or minimum
dividends to which it may be entitled during three consecutive fiscal years,
which right shall be maintained until payment, if such dividends are
non-cumulative, or until the cumulative dividends in arrears have been paid,
all
in accordance with paragraph 1 of article 111 of Law 6404/76.
Clause
9 - The
compensation dealt with in article 35, paragraph 3 of Law 6404/76 may be charged
to the shareholders, with due regard for the maximum caps established by the
Securities Commission.
Clause
10 - The
Company is authorized to increase its share capital up to the limit of
forty-five billion (45,000,000,000) shares, irrespective of an amendment to
the
By-laws, by resolution of the Board of Directors, which shall resolve on the
paying-up conditions, the characteristics of the shares to be issued and the
issue price, and shall establish whether the increase shall be carried out
by
public or private subscription.
Clause
11 - The
issue
of shares, debentures convertible into shares and subscription bonds, the
placement of which shall be made (i) by sale on the stock exchange; (ii) by
public subscription; or (iii) for share swap, in a public offering for
acquisition of control which, under the terms of articles 257 and 263, of Law
6404/76, may be carried out with exclusion of the preemptive right or with
reduction in the period which is addressed in article 171, paragraph 4 of Law
6404/76.
Clause
12 -
The
Board of Directors may, based on a plan approved by the General Meeting, grant
call options to management, employees or individuals that render services to
the
Company or companies under its control.
Clause
13 - Failure
by the subscriber to pay the subscribed value, on the conditions set forth
in
the bulletin or call shall cause it to be considered in default by operation
of
law, for purposes of articles 106 and 107 of Law 6404/76, subjecting it to
the
payment of the amount in arrears, adjusted for inflation according to the
variation in the General Market Price Index (IGP-M) in the shortest period
permitted by law, in addition to interest at twelve percent (12%) per year,
pro
rata temporis,
and a
fine corresponding to ten percent (10%) of the amount in arrears, duly updated.
CHAPTER
III
GENERAL
MEETINGS
Clause
14 - The
General Meeting has the power to decide on all businesses related to the object
of the Company and to take any resolutions it may deem advisable for its
protection and development.
Clause
16 - Any
resolutions of the General Meetings, except for the cases contemplated by law,
shall be taken by an absolute majority of votes, excluding any blank votes.
Clause
17 - Annual
General Meetings shall be held within the first four months after the end of
the
fiscal year, and shall decide on matters under their authority, as set forth
in
law.
Clause
18 - Extraordinary
General Meetings shall be held whenever the interests of the Company so require,
as well as in the events established in law and in these By-laws.
Clause
19 - The
Company shall be managed by a Board of Directors and an Executive Committee,
pursuant to law and these By-laws.
Paragraph
1 - The
General Meeting shall establish the aggregate compensation of Management, which
shall be apportioned by the Board of Directors, as provided for in Clause 25
hereof.
Paragraph
2 -
The
management and members of the Consulting Committee must take part in the Manual
for Disclosure and Information Use and Policies for Trading Securities Issued
by
the Company, by signing the Declaration of Compliance.
Paragraph
3
- The
investiture of the Company’s Managers, elected pursuant to these Bylaws, will be
conditioned to the underwrite by those managers of the Term of Acceptance,
foreseen in the Rules of Corporate Governance Best Practices - Level 1 of the
São Paulo Stock Exchange (BOVESPA).
SECTION
I
BOARD
OF DIRECTORS
Clause
20
- The
Board of Directors shall be composed of three (3) to fifteen (15) sitting
members, all shareholders, with two (2) to fifteen (15) alternates, bound or
not
to a specific sitting Board Member, who shall be elected by the General Meeting
and be
dismissed
thereby at any time, with a term of office of three (3) years, reelection being
permitted.
Paragraph
1- Subject
to the main section of this clause, the number of members that will make up
the
Board of Directors in each management period shall be previously established
at
each General Meeting whose agenda includes election of the members of the Board
of Directors, and this matter shall be forwarded by the Chairman of the
Meeting.
Paragraph
2-
The
Board of Directors may determine the creation of committees formed by members
of
the Board of Directors, defining their respective composition and specific
duties; it shall be incumbent upon said committees to analyze and discuss the
issues defined
as being within the scope of their duties, as well as to formulate proposals
and
recommendations for deliberation by the Board of Directors.
Paragraph
3- The
members of the Board of Directors shall be invested in office upon the signing
of the respective instrument, drawn up in the proper book, and shall remain
in
office until they are replaced by their successors.
Paragraph
4- The
member of the Board of Directors shall have an indisputable reputation, and
cannot be elected, unless waived by the General Meeting, if (i) occupies a
position in companies that can be considered as a competitor of the Company,
or
(ii) has or represents a conflicting interest with the Company; the voting
rights of the Member of the Board cannot be exercised in case the same
preventing are configured.
Paragraph
5- It
is
prohibited, in the form of article 111, paragraph 1 of Law 6404/76 the exercise
of the voting rights in the election of the Members of the Board of Directors
in
circumstances that characterize conflict of interest with the
Company.
Clause
21
- The
Board of Directors shall have two (2) Co-Chairmen, with identical prerogatives
and duties, who shall be elected by a majority of the Board’s members,
immediately after said members are instated.
Clause
22 - The
Board
of Directors shall meet, ordinarily, at least once every month and,
extraordinarily, whenever necessary, upon call by any of its Co-chairmen or
by
the majority of its members, through letter, telegram or personally, with at
least 24 (twenty-four) hours in advance.
Clause
23 - The
Board
of Directors shall be convened, operate and pass valid resolutions by the
favorable vote of the majority of its members present in the meeting.
Paragraph
1 - In
the
event of a tie in the resolutions of the Board of Directors, the Co-chairmen
shall not have the casting vote, except their own personal votes.
Paragraph
2 - The
Member of the Board shall not have access to information or take part in
meetings of the Board related to matters in which it has conflicting interests
with the Company.
Clause
24 - In
the
case of permanent absence or impediment of any Director, the alternate Director
shall fill the vacant office until the next General Meeting, at which time
the
substitute Director shall be elected to complete the term of office of the
absent or impeded Director.
Sole
Paragraph -
In the
event of temporary absence or impediment, the members of the Board of Directors
shall be replaced by the respective alternates, or in the absence thereof,
by
another Director appointed for such purpose by the absent Director. In this
latter case, the Director that is replacing the absent or impeded Director
shall
cast the vote of the absent Director in addition to his own vote.
Clause
25 - The
Board
of Directors shall resolve on the matters listed below:
b)
approve the annual investment budget of the Company;
c)
approve the five-year strategic plan of the Company;
d)
elect
and dismiss the Company's Officers, and set their attributions;
e)
supervise the management of the Executive Committee, review at any time the
books and documents of the Company, and request information regarding any acts
executed or to be executed by the Company;
f)
attribute, from the aggregate value of the compensation established by the
General Meeting, the monthly fees of each of the members of the Company's
Management;
g)
define
the general criteria on compensation and benefit policy (fringe benefits,
participation in profits and/or sales) for the management and senior employees
(namely, superintendents or employees in equivalent direction positions) of
the
Company;
i)
resolve on the issue of shares and warrants, within the limit of the authorized
capital of the Company;
j)
provide a previous manifestation on the management's report, the Executive
Committee's accounts, the financial statements for the fiscal year, and review
the monthly balance sheets;
k)
submit
to the General Meeting the form of allocation of the net profits for the year;
l)
call
Annual General Meetings and, whenever it may deem advisable, Extraordinary
General Meetings;
m)
approve any business or agreements between the Company and/or any of its
controlled companies, management and/or shareholders (including any direct
or
indirect partners of the Company's shareholders), without impairment of item
“q”
below;
n)
approve the creation, acquisition, assignment, transfer, encumbering and/or
disposal by the Company, in any way whatsoever, of shares, quotas and/or any
securities issued by any company controlled by the Company;
o)
approve the contracting by the Company of any debt in excess of ten percent
(10%) of the Company's shareholders’ equity reflected on the latest
audited balance
sheet; this amount shall be considered per individual transaction or a series
of
related transactions;
p)
approve the execution, amendment, termination, renewal or cancellation of any
contracts, agreements or similar instruments involving trademarks or deposited
in the name of the Company or any of its controlled companies;
q)
approve the granting of loans and rendering of guarantees of any kind by the
Company for amounts exceeding one percent (1%) of the shareholders’ equity of
the Company reflected on the latest audited balance sheet, to any third party,
except (i) in favor of any employees of the Company and companies controlled
thereby, and (ii) in favor of any companies controlled by the Company;
r)
approve the execution by the Company of any long-term agreements (i.e.,
agreements executed for a term exceeding one year), involving an amount in
excess of five percent (5%) of the shareholders’ equity of the Company, as shown
on the latest audited balance sheet; this amount shall be considered per
individual transaction or a series of related transactions;
s)
resolve on the Company's participation in other companies, as well as on any
participation in other undertakings, including through a consortium or special
partnership;
t)
resolve on the suspension of the Company's activities, except in the cases
of
stoppage for servicing of its equipment;
u)
authorize the acquisition of shares of the Company to be kept in treasury,
be
canceled or subsequently disposed of, with due regard for applicable law;
v) resolve
on the issuance of trade Promissory Notes for public distribution, pursuant
to
CVM Ruling No. 134;
w)
resolve on the issuance of unconvertible debentures not bearing collateral,
under the terms of article 59 paragraph 1 of Law 6404/76
x)
authorize the disposal of fixed assets, expect for the ones mention in item
“n”
of this clause, and the constitution of collateral in an amount greater than
1%
(one percent) of the shareholders’ equity as figures in the latest audited
balance sheet. This
amount will be considered per single or group of correlated
transactions;
y)
perform the other legal duties assigned thereto at the General Meeting or in
these By-laws; and
z)
resolve on any cases omitted by these By-laws and perform other attributions
not
conferred on another body of the Company by the law or these By-laws.
Paragraph
1 - The
decisions of the Board of Directors shall be recorded in minutes, which shall
be
signed by those present in the meeting.
Clause
26
- The
Executive Board shall be made up of two (2) to fifteen (15) members,
shareholders or otherwise, of whom one shall be the Chief Executive Officer
for
Latin America and one shall be the Chief Executive Officer for North America,
whereas the others shall have no specific designation; they shall all be elected
by the Board of Directors, may be removed from office by it at any time, and
shall have a term of office of three (3) years, reelection being
permitted.
Paragraph
1 - Should
a
position of Executive Officer become vacant or its holder be impeded, it shall
be incumbent upon the Board of Directors to elect a new Executive Officer or
to
appoint an alternate, in both cases determining the term of office and
the respective
remuneration.
Paragraph
2 - It
is
incumbent upon the Executive Board to exercise the prerogatives that the law,
the bylaws and the Board of Directors confer upon it for the performance of
the
actions required for the Company to function normally.
Paragraph
3 - The
Executive Officers shall be instated by signing the respective statement drawn
up in the appropriate register and shall hold their positions until
their successors
are instated.
Clause
27 - The
Executive Board, the position of chief of which shall be shared by the Chief
Executive Officer for Latin America and the Chief Executive Officer for North
America, shall meet as necessary and, at the very least, once a month, its
being
incumbent upon either the Chief Executive Officer for Latin America or the
Chief
Executive Officer for North America to call and
chair
the meeting.
Sole
Paragraph- The
Meeting shall be instated provided it is attended by Executive Officers in
sufficient number to represent a majority of the Executive Board’s members. No
Executive Officer shall have the casting vote.
Clause
28 - The
Minutes of the Meetings and the resolutions of the Executive Board shall
be recorded
in the appropriate register.
Clause
29 - It
is
incumbent upon the Chief Executive Officer for Latin America and the Chief
Executive Officer for North America, individually, to:
g) Formulate
the Company’s operating strategies and guidelines, as well as establishing the
criteria for executing the resolutions of the Annual General Meeting and the
Board of Directors, with the participation of the other Executive
Officers;
h) Supervise
all the Company’s activities, providing the guidelines best suited to its
corporate purpose;
i) Coordinate
and oversee the activities of the Executive Board; and
j) Exercise
the other prerogatives conferred upon it by the Board of Directors.
Clause
30
- It is
incumbent upon the other Executive Officers to exercise the prerogatives
conferred upon them by means of a Meeting of the Board of Directors, which
may
establish specific titles for their positions.
Clause
31 - The
Documents involving the Company in any commercial, banking, financial or equity
liability, such as agreements in general, check endorsements, promissory notes,
bills of exchange, trade bills and any credit instruments, debt acknowledgments,
granting of aval
guarantees
and sureties, credit facility agreements, acts performed by branches,
ad
negocia and
ad
judicia powers
of
attorney, and any other acts creating any liability for the Company or waiving
third-party obligations or obligations to the Company, shall be valid upon
the
signature of
two
members of the Executive Committee.
Paragraph
1 -
Signing
of the documents listed above may be delegated, and may be signed by an
attorney-in-fact jointly with a member of the executive Committee, or
by
two
attorneys-in-fact, jointly, provided that the instruments of power of attorney
appointing these attorneys-in-fact are signed by two Officers.
Paragraph
2 -
The
Company shall be represented, individually, by any of the Officers, without
the
formalities set out in this Clause, as regards receipt of service of process
or
judicial notices and rendering of personal deposition.
Paragraph
3 - The
Executive Committee, represented in the form set forth in this clause, is
responsible, independent from deliberations of the Board of Directors, for
the
activities referred to in items“o”,
“q”,
“r” and “x” of Cause 25, excluding the exceptions or amounts below the
established limits.
Paragraph
1
- The
Board of Directors, upon election of the Members of the Consulting Committee,
will fix their compensation and indicate the Chairman of the Consulting
Committee.
Clause
33
- The
Consulting Committee is a body entitled to advise management in a reserved
manner, if and when solicited:
a) pronounce
before the General Meeting and the Board of Directors on the acts and the
fulfillment of the statutory legal duties of management;
b) pronounce
on the management’s annual report;
c) pronounce
on the proposals of the administrative bodies to be subjected to the General
Meeting;
d) transmit
to the Board of Directors information and technical, economic, industrial or
commercial data relating to the objectives of the Company, presenting
suggestions and recommendations; and
e) pronounce
on the Company’s issues or businesses that were submitted to its examination.
Paragraph
1
- The
Members of the Consulting Committee may be called to attend the meetings of
the
Board of Directors.
Paragraph
2
- The
same obligations and prohibitions imposed by law and by these ByLaws to the
management of the Company are applicable to the members of the Consulting
Committee.
Paragraph
3
- In the
event of vacancy of position or impediment of any member of the Consulting
Committee, the Board of Directors shall elect the new Member or designate a
substitute, establishing in either case the term of office.
Clause
34
- The
Consulting Committee shall meet at least once every semester or when called
by
the Board of Directors, by letter or telegram, with at least 24 (twenty-four)
hours in advance.
Paragraph
1
- The
meetings of the Consulting Committee shall occur with the presence of the
majority of its members, and the deliberations taken by the favorable vote
of
the majority of its members present in the meeting
Clause
35 -
The
Company shall maintain a Fiscal Council, made up of three (3) to five (5)
members and an equal number of alternates, on a permanent basis. All of its
members shall be elected at a General Meeting and may be removed through such
a
meeting at any time. Their term of office shall expire at the first Annual
General Meeting to be held following their election and
they
can be reelected.
Paragraph
1
- In
order for the Fiscal Council to be able to operate, it shall be required that
the majority of its members be in attendance.
Paragraph
2-
It shall
be incumbent upon the Fiscal Council to elect its Chairman in the first
session to be held after its instatement.
Paragraph3-
In
addition to the duties conferred upon it by these bylaws and by law, the Council
shall establish in its internal bylaws procedures for receiving, recording
and
treating complaints received in connection with accounting, internal accounting
controls and subjects related with the auditing of the Company, as well as
any
other communication
received on such matters.
Paragraph
4
- The
provisions of Paragraphs 2 and 3 of Article 19 of these Bylaws apply to the
members of the Fiscal Council.
Clause
36 - The
Audit
Committee shall cease its operation at the first Annual General Meeting
following its installation, and its members may be reelected.
Clause
37 - The
compensation of the Audit Committee's members shall be established by the
General Meeting that elects them.
CHAPTER
VI
FINANCIAL
YEAR, BALANCE SHEET AND PROFITS
Clause
38 - The
financial year shall have the duration of one year, and shall end on the last
day of December each year.
Clause
39 - At
the
end of each financial year, the financial statements established in law shall
be
drawn up in accordance with the Company's bookkeeping.
Paragraph
1 - The
Board
of Directors may determine that balance sheets be drawn up half-yearly or at
shorter periods and approve the distribution of dividends based on the profits
ascertained in such balance sheet, subject to the provisions of article 204
of
Law 6404/76.
Paragraph
3 - The
Executive Committee, upon prior consultation with the Board of Directors and
the
Audit Committee, may determine the amount of interest to be paid or credited
to
the shareholders, as interest on net equity, according to article 9 of Law
9249/95, as amended by Law 9430/96.
Paragraph
4 - The
interim dividends and interest on net equity shall always be considered as
an
advance on the minimum mandatory dividends.
Clause
40
- From
the profits ascertained in each year, accumulated losses and a provision for
income tax shall be deducted prior to any other distribution.
Paragraph
1 - Over
the
amount ascertained as provided for in the main section of this Clause, it will
be calculated:
a) the
statutory participation of the Company’s employees up to the maximum limit of
10% (ten percent), to be distributed according to the parameters to be
established by the Board of Directors;
b) the
statutory participation of the management, up to the maximum legal limit.
Paragraph
2 - Over
the
amount ascertained as provided for in the main section of this Clause, it might
be calculated, in addition, up to the limit of 10% (ten percent), a contribution
for the purpose of meeting the charges of the assistance foundation for
employees and management of the Company and its controlled companies, with
due
regard for the rules established by the Board of Directors to this effect.
Paragraph
3 - The
following allocations shall be made from the net profits for the year, obtained
after the deductions dealt with in the previous paragraphs:
a) five
percent (5%) shall be allocated to the legal reserve, up to twenty percent
(20%)
of the paid-up share capital or the limit established in article 193, paragraph
1 of Law 6404/76;
b) from
the
net profit balance for the year, obtained after the deduction mentioned in
item
(a) of this Clause and adjusted pursuant to article 202 of Law 6404/76,
twenty-seven point five percent (27.5%) shall be allocated to pay the mandatory
dividend to all its shareholders;
c) an
amount
not lower than five percent (5%) and not higher than sixty-eight point eight
seven five percent (68.875%) of the net profits, shall be allocated to the
formation of an Investment Reserve, for the purpose of financing the expansion
of the activities of the Company and its controlled companies, including through
subscription of capital increase or the creation of new undertakings.
Clause
41 - The
Company shall be liquidated, wound up and extinguished in the cases contemplated
by law or by resolution of the General Meeting.
Paragraph
1 - The
manner of liquidation shall be determined at a General Meeting, which shall
also
elect the Audit Committee that will operate in the liquidation period.
Paragraph
2 - The
Board
of Directors shall appoint the liquidator, establish its fees and determine
the
guidelines for its operation.
CHAPTER
VIII
MISCELLANEOUS
Clause
42 - The
dividends attributed to the shareholders shall be paid within the legal time
frames, and monetary adjustment and/or interest shall only be assessed if so
determined by the General Meeting.
Sole
Paragraph - The
dividends not received or claimed shall lapse within three years from the date
on which they were placed at the disposal of the shareholder, and shall inure
to
the benefit of the Company.
Clause
43 -
The
percentage of the minimum mandatory dividend, established in item (b) of
paragraph 2 of Clause 40 of these By-laws, may not be reduced during the period
of thirty (30) days after July 1, 1999.
Clause
44 - The
Company shall comply with the shareholders' agreements registered as provided
for in article 118 of Law 6404/76, and the respective management shall refrain
from registering transfers of shares in violation of the respective terms and
the Chairman of the General Meeting shall refrain from computing votes
unfavorable to such agreements.
Dates Referenced Herein and Documents Incorporated by Reference