Chapter I - Name, Headquarters, Purpose and Duration of the CompanyArticle 1 - MAHLE METAL LEVE S.A. has its headquarters and jurisdiction at Avenida Ernst Mahle, 2.000, in the City of Mogi Guaçu, State of São Paulo.
Sole Paragraph - The Board of Directors shall deliberate the opening and closing of branches, divisions, plants or offices, anywhere within the country or abroad.
Article 2 – The purpose of the company shall be the manufacture, sale, dealership, distribution, import and export of parts and accessories for the manufacturing and assembly of internal combustion engines and automotive vehicles, all kinds of metal and plastic products; special machinery, tools, devices, measuring and precision instruments and apparatus; equipment and machines in general; metal, ferrous and non-ferrous and alloy artifacts and related products; application software for the development of metallurgic processes; filtration paper dealership for filters manufacturing as well as the rendering of services inherent in its activities. The company may also hold equity interest in other entities or companies, including as a controlling shareholder or affiliate.
Article 3 – The duration of the Company is indeterminate.
Article 4 - With the admission of the Company in the Novo Mercado listing segment of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros [or in English version, BM&FBOVESPA – Stocks, Commodities and Futures Exchange] (“BM&FBOVESPA”), the Company, its shareholders, directors, officers and members of the Fiscal Council, when installed, are subject to the provisions of the Listing Rules of the Novo Mercado of BM&FBOVESPA ("Novo Mercado Listing Regulation").
Paragraph 1 – The provisions of the Novo Mercado Listing Regulation shall prevail over the provisions of these Bylaws, in the event of damage to the rights of the investors of the public offerings set forth in these Bylaws.
Paragraph 2 - Capitalized terms not defined herein shall have the meaning set forth in the Novo Mercado Listing Regulation.
Chapter II - Capital Stock and SharesArticle 5 – The capital stock is BRL 966,254,684.00 (nine hundred sixty-six million, two hundred fifty-four thousand, six hundred eighty-four reais), fully subscribed and paid up, represented by 128,308,500 (one hundred twenty-eight million, three hundred eight thousand, five hundred) registered, book-entry, ordinary shares, without par value.
Paragraph 1 – The Company is prohibited from issuing preferred shares or founders’ shares.
Paragraph 2 – Each ordinary share entitles to one vote on any resolution at the General Meeting.
Paragraph 3 – The Companymay buy back its own shares to cancel them or hold them in treasury for subsequent sale, always upon authorization of the Board of Directors.
Article 6 - The Company is authorized to increase its capital stock with issuance of ordinary shares, regardless of any amendment to its Bylaws, up to the limit of 50,000,000 (fifty million) shares, upon resolution of the Board of Directors, which shall determine the number of shares to be issued, observing the issue price and placement conditions.
Article 7 – The book entry shares shall be held in deposit accounts in the name of their owners, with the authorized depositary financial institution (transfer agent) determined by the Board of Directors.
Sole Paragraph – The depositary financial institution may charge the shareholder for fees for transferring the title to the book-entry shares, observing the maximum limits set by the Brazilian Securities and Exchange Commission (CVM).
Article 8 - The Board of Directors may, under the provisions of article 172 of Corporation Law 6,404/76, exclude the preemptive rights in the placement of shares, debentures convertible into shares or warrants issue, the allotment of which is made upon trading on the stock exchange, public subscription or share exchange in a public tender offer to acquire controlling interest in the company, pursuant to articles 257 to 263 of Corporation Law 6,404/76.
Article 9 – The new shares issued to raise capital shall be distributed to the shareholders within a maximum of 60 (sixty) days from the date of publication of the respective minutes.
Chapter III - General Meeting
Article 10 – Any General Meeting, Annual or Extraordinary, shall be called by the Board of Directors.
Article 11 – The General Meeting shall be chaired by the Chairman of the Board of Directors, who shall appoint another shareholder to act as secretary.
Sole Paragraph – In addition to the issues that are under the responsibility of the General Meeting, as defined by law and these Bylaws, it is incumbent on the General Meeting to approve:
|a)||cancellation of the publicly traded company register with the CVM;|
|b)||delisting from the Novo Mercado of BM&FBOVESPA;|
|c)||selection, from a list of three prospective appraisers recommended by the Board of Directors, of a specialized valuation firm responsible for determining the economic value of the Company for purposes of the public offering mentioned in Chapter VIII of these Bylaws.|
Chapter IV - Company Management
Item 1: Management Boards
Article 12 – The management boards of the Company are the Board of Directors and the Board of Executive Officers.
Sole Paragraph – The investiture on the respective positions by each member of the Board of Directors and Board of Executive Officers is subject to the prior sign of the Statement of Consent of Senior Managers pursuant to the Novo Mercado Listing Regulation and satisfaction of the applicable legal requirements.
Item 2: Board of Directors
Article 13 - The Board of Directors shall be composed of a minimum of 5 (five) and a maximum of 8 (eight) effective members and an equal number of deputy members, all of which are shareholders, elected by the General Meeting for an unified term of office of 1 (one) year, with reelection being permitted.
Paragraph 1 – At the same General Meeting each Member of the Board is elected, the Member can nominate a deputy member who, if elected, shall serve during his impediment or occasional absences and, if any vacancy occurs, shall hold office for the remaining unexpired term of office.
Paragraph 2 - The Board of Directors shall appoint one of its Members in office to serve as Chairman.
Paragraph 3 – The same person shall not occupy the roles of Chairman of the Board of Directors and Chief Executive Officer.Paragraph 4 – At least 20% (twenty percent) of the members of the Board of Directors shall be Independent Directors, as defined by the Novo Mercado Listing Regulation and clearly stated as such in the minutes of the General Meeting in which they are elected.
Directors elected pursuant to paragraphs 4 and 5 of article 141 of Corporation Law 6,404/76 shall also be considered Independent Directors.
Paragraph 5 – When the percentage requirement specified in paragraph 4 above results in a fractional number of directors, the fractional number shall be (i) rounded up to the next integer if the fraction equals to or exceeds 0.5 (five tenths) or (ii) rounded down to the next integer if the fraction is below 0.5 (five tenths).
Article 14 – If a vacancy occurs on the Board of Directors and there is no deputy member to fill the vacancy, a General Meeting shall be arranged within 30 (thirty) days to elect an effective member for the unexpired term of office.
Sole Paragraph – In the temporary absence or impediment of the Chairman, the Board elects one of its members to fill the role.
Article 15 – In addition to other responsibilities determined by law or these Bylaws, duties of the Board of Directors include:
|I||setting the Company’s general business guidance;|
|II||observing the provisions of article 18 of these Bylaws, electing and removing the Company’s Directors and setting their responsibilities;|
|III||overseeing the Board of Executive Officers’ management, examining at any time the Company’s books and documents, requesting information on contracts executed or about to be executed and any other acts;|
|IV||calling Annual and Extraordinary General Meetings;|
|V||expressing an opinion on the management report and Board of Executive Officers’ accounts;|
|VI||authorizing the acquisition and/or sale of shares issued by the Company;|
|VII||expressing an opinion about:
a. debts in foreign currency, except those resulting from the import of items for current assets;
b. acquisition of real estate;
c. acquisition or assignment of ownership or use of trademarks and patents, execution of contracts for acquisition or supply of industrial technology;
d. foreign supply contracts for a period of more than one year;
|VIII||authorizing the sale of properties, pledge of permanent assets as collateral and providing guarantees for third parties’ obligations, whenever it is the interest of the Company, and obligations of affiliates or subsidiaries;|
|IX||selecting and removing the independent auditors;|
|X||approving the annual budget and the capital expenditure plan of the Board of Executive Officers;|
|XI||determining the issue of Commercial Papers for public distribution, under the legislation in force;|
|XII||issuing, for subscription, shares and warrants, within the limit of authorized capital;|
|XIII||establishing American Depositary Receipts (ADRs) programs;|
|XIV||setting a list of three prospective specialized valuation firms for the preparation of a valuation report for purposes of the public offering for cancellation of the publicly traded company register or delisting from the Novo Mercado;|
|XV||selecting, from the executive officers, the Investor Relations Officer who shall be responsible for providing the required information to the investors, Stock Exchanges and CVM; and|
|XVI||expressing an opinion in favor of or against any tender offer for acquisition of the Company shares by means of a reasoned previous report disclosed within 15 (fifteen) days from the publication of the tender offer notice, which shall address at least (a) the convenience and opportunity of the tender offer vis-à-vis the interests of the shareholders and the liquidity of their securities; (b) the impact of the offer on the interests of the Company; (c) the announced strategic plans of the offeror for the Company; and (d) any other point of consideration the Board of Directors may deem relevant, as well as the information required by applicable rules established by the CVM.|
Article 16 - The Board of Directors’ meetings shall be annual or extraordinary, being the requirement regarding a quorum of votes will be done with the presence of at least the majority of the Board members.
Paragraph 1 - The Board of Directors shall deliberate by absolute majority of votes by the Members present.
Paragraph 2 - The Board of Directors shall prepare an internal regulation to its operation and determine the dates of the annual meetings.
Paragraph 3 – The extraordinary meetings shall be called by any of the Board members, upon written notice to the other members, within at least 72 (seventy-two) hours in advance.
Paragraph 4 – The Chairman of the Board shall chair the meetings and shall have, besides his own vote, the casting vote.
Article 17 – The General Meeting shall set the global compensation for the members of the Board of Directors, to be shared among them by resolution of the Board, apart from their share of the Company’s net profits, as provided for in Section 27, II. (b) of these Bylaws.
Item 3 – Board of Executive Officers
Article 18 - The Board of Executive Officers is composed of a minimum of 2 (two) and a maximum of 09 (nine) Executive Officers, shareholders or not, elected by the Board of Directors for a term of office of 01 (one) year, with reelection being permitted.
Article 19 - The Board of Directors shall set the responsibilities of the Executive Officers, and may change them at any time.
Article 20 – The Company representation in court, as a plaintiff or a defendant, shall be the responsibility of the Executive Officer designated by the Board of Directors. Except for the provisions of Article 23, the representation of the Company shall take place by means of two Executive Officers, one Executive Officer and one attorney-in-fact or two attorneys-in-fact. The Board of Directors shall determine that the Company shall be represented by one Executive Officer previously designated for each specific case.
Article 21 – Under the provisions of Article 23, it shall be the responsibility of each Executive Officer to take the necessary acts for the regular operation of the Company, observing the duties assigned to each one by the Board of Directors.
Article 22 – In the temporary impediment or absence of any Executive Officer, the Board of Directors shall appoint a substitute to fill the role. In the case of a vacancy, the Board of Directors shall elect a substitute to hold office for the remaining term of office.
Article 23 – The validity of the acts of disposal or pledge of permanent assets, acquisition of real estate, and provision of guarantees for third parties’ debts, is subject to the signature of two Executive Officers, or one Executive Officer and one attorney-in-fact, or two attorneys-in-fact.
Paragraph 1 – The Company’s attorneys-in-fact shall always be appointed for specific purposes and for a certain period, except in case of "ad judicia" powers or to defend the Company’s interests in administrative proceedings. The appointment shall be made by two Executive Officers.
Paragraph 2 – The Board of Executive Officers is prohibited from providing guarantees for third parties’ obligations on behalf of the Company, unless duly authorized by the Board of Directors (Article 15, VIII of these Bylaws).
Article 24 – The General Meeting shall set the global compensation for the Executive Officers, to be shared among them by resolution of the Board of Directors, apart from any share of the Company’s net profits, as provided in Section 27, II (b) of these Bylaws.
Chapter VI - Fiscal Year and Distribution of Profits
Article 26 – The fiscal year shall end on December 31.
Article 27 – At the closing of the fiscal year, the financial statements required by law shall be prepared, observing the following rules concerning the distribution of the results earned:
|I||Accumulated losses and provision for income tax shall be deducted, before any profit sharing, from the net income for the year.|
|II||Based on remaining profits and under legal provisions, the following shall be calculated in this order:|
|a)||global employee profit sharing, with the Board of Executive Officers being responsible for determining which employees shall receive the profit sharing and the amount to be granted to each employee;|
|b)||global management profit sharing, to be divided among them as determined by the Board of Directors, pursuant to article 152, paragraph 1 of Corporation Law 6,404/76;|
|III||The net income shall be distributed observing the following order:|
|a)||5% (five percent) to the legal reserve until this reserve equals 20% (twenty percent) of the capital stock;|
|b)||recognition of other reserves required by law; and|
|c)||at least 25% (twenty-five percent) paid out as mandatory annual dividends to shareholders, pursuant to article 202 of Law 6,404/76.|
Paragraph 1 – The amount of the interest on equity paid pursuant to paragraph 7 of article 9 of Article 9,249/95 and applicable legislation and regulation may be treated as mandatory minimum dividend and included in the amount of dividends distributed by the Company for all legal purposes.
Paragraph 2 – In addition to the dividend declared out of the profits determined in each half-yearly balance sheet, the Board of Directors may equally declare interim dividends out of the retained earnings account or profit reserves existing in the last half-yearly balance sheet, as well as determine the preparation of the quarterly balance sheet and a consequent distribution of dividends, observing, in this last case, the provisions of paragraph 1 of article 204 of Corporation Law 6,404/76.
Paragraph 3 – The amount of dividends shall be made available to shareholders within a maximum of 60 (sixty) days from the date when they are distributed and, in any case, within the current fiscal year.
Chapter VII - Disposal of Control
Article 28 – The Disposal of Control, through a single transaction or series of successive transactions, is required to be agreed under a precedent or dissolving condition that the Acquirer undertakes to carry out a tender offer for all other shareholders of the Company, subject to the conditions and deadlines set out in applicable Brazilian legislation and in Novo Mercado Regulation, in order to ensure to the other shareholders the same treatment afforded the Selling Controlling Shareholder.
Sole Paragraph - For the effects of these Bylaws:
(a) “Disposal of Corporate Control” means the costly transfer of the “Controlling Shares” to a third party;
(b) “Controlling Shares” means the stake of shares giving its holder or holders the ability to exercise, directly or indirectly, the individual and/or shared Corporate Control;
(c) “Corporate Control” means the power actually exercised to direct the corporate activities and guide the operation of the Company’s bodies, whether directly or indirectly, either in fact or by operation of law. Additionally, a relative legal presumption applies that a controlling interest is held by a person, or Shareholders Group, holding an equity interest which have assured the absolute majority of the votes among the shareholders attending to the last three (3) General Meetings of the Company, even if not actually holding an absolute majority of the total voting shares issued by the Company;
(d) “Controlling Shareholder” means a shareholder or a group of shareholders bound by a shareholder agreement, or under a common control, exercising the Corporate Control;
Article 29 – The tender offer referred to in previous articles shall also be required in the following events:
I - in the event of a costly assignment of subscription rights or other instruments or rights related to securities convertible into shares, that results in the Disposal of Control; or
II - in the event of disposal of control of a company holding the Corporate Control, in which event the selling controlling shareholder will be required to disclose to BM&FBOVESPA the value assigned to the Company in the selling transaction and present documents evidencing such attributed value.
Sole Paragraph - The tender offer requirement set forth in this Article does not apply when after the implementation of a corporate restructuring of the current shareholders, any of them ceases to be a direct shareholder of the Company, but the Corporate Control is still held by the Economic Group to which such shareholder belongs, and such shareholder continues to exercise such corporate control, either directly or indirectly. For the effects of these Bylaws “Economic Group” means the companies that control or are under the same direct or indirect control of such shareholder.
Article 30- A person that acquires the Corporate Control as a result of a stock purchase agreement executed with the Controlling Shareholder, involving any amount of shares, shall be required to:
I – carry out the tender offer referred to in Article 28 of these Bylaws; and
II – reimburse the shareholders from whom it purchased Company shares on stock exchange, and pay the amount equivalent to the difference between the price of the tender offer and the price per share paid on stock exchange in the six (06) month period prior to date of acquisition of the Control of the Company, duly adjusted by the Extended Consumer Price Index (IPCA), calculated and disclosed by the Brazilian Institute of Geography and Statistics from the date of purchase on stock exchange until the date of payment for the shares. Such amount shall be distributed among all persons that have sold shares issued by the Company on the same trading session in which the acquirer made the acquisitions of shares, proportionally to the daily sale net balance of each one, and BM&FBOVESPA shall be incumbent to implement the distribution according to its rules.
Article 31 – The Company shall not register any transfer of shares to the Acquirer or to those that may become holders of the Corporate Control before they have executed the Statement of Consent of Controlling Shareholders, as required by the Novo Mercado Regulation. In addition, the Company shall refrain from registering any shareholder agreement providing for the exercise of the Corporate Control before its signatories have executed the Statement of Consent of the Controlling Shareholders.
Chapter VIII - Cancellation of Publicly Traded Company Register and Delisting From Novo Mercado
Article 32– The minimum price under a tender offer for cancellation of publicly traded company register (going private process) carried out by the Controlling Shareholder or the Company shall correspond to the Economic Value of the Company, as determined in the appraisal report.
Paragraph 1 – The appraisal report shall be prepared by a specialized valuation firm or institution with proven experience and independence in relation to the decisions of the Company, its management and controlling shareholders, and it shall meet the requirements of paragraphs 1 and 6 of article 8 of Corporation Law 6,404/76.
Paragraph 2 - The specialized valuation firm or institution incumbent of determining the Economic Value of the Company shall be chosen exclusively by a General Meeting based on a list of three (3) prospective firms recommended by the Board of Directors, provided that such decision shall be approved by the majority of votes of the shareholders representing the free-float attending such General Meeting, not considering blank votes, and that such Meeting, if held on a first call, shall have the attendance of shareholders representing at least twenty percent (20%) of total free-float, or if held in a second call, may have the attendance of any number of shareholders representing the free-float.
Paragraph 3 - For the effects of these Bylaws “Free Float” means all shares issued by the Company, other than (i) shares directly or indirectly held by the Controlling Shareholders and any persons connected therewith, (ii) shares in treasury, (iii) shares held by subsidiaries of the Company; and (iv) shares directly or indirectly held by directors or officers of the Company.
Paragraph 4 - All expenses and costs incurred in connection with the preparation of the appraisal report shall be fully borne by the offeror.
Article 33 – In case of shareholders, at a General Meeting, decide to delist the Company from Novo Mercado due to a corporate restructuring transaction, and the shares issued by the resultant company are not listed on the Novo Mercado within one hundred and twenty (120) days after the date of the General Meeting that approved the transaction, the Controlling Shareholders shall be required to carry out a tender offer for all other shareholders of the Company at a price at least equivalent to its Economic Value, as determined pursuant to the valuation process set forth in Article 32 of these Bylaws.
Article 34 – In the hypothesis of there is no Controlling Shareholder and the Company is delisted from Novo Mercado for the shares to be traded outside such listing segment, or a corporate restructuring is implemented and the shares issued by the resultant company are not listed on Novo Mercado within one hundred and twenty (120) days after the date of the General Meeting that approved the transaction, the Company’s delisting from Novo Mercado shall be contingent on a tender offer carried out under the same conditions set forth in previous Article.
Paragraph 1 – The same General Meeting shall define the party or parties responsible for carrying out the above-mentioned tender offer, and such party or parties, attending the meeting, shall be required to expressly undertake to carry out the tender offer.
Paragraph 2 – Absent such definition by the parties responsible for carrying out the tender offer, in case of a corporate restructuring where the shares of the resultant company are not listed on Novo Mercado, the shareholders that voted in favor of such corporate restructuring shall be responsible for carrying out the tender offer.
Article 35 – The Company’s delisting from Novo Mercado due to noncompliance with the provisions in Novo Mercado Regulation is subject to the carrying out of a tender offer at a price at least equivalent to the Economic Value of the shares to be determined through an appraisal report as set forth in Article 32 of these Bylaws, subject to applicable laws and regulations.
Paragraph 1 – The Controlling Shareholder shall carry out the tender offer concerned in this Article.
Paragraph 2 – In the hypothesis of there is no Controlling Shareholder and the Company’s delisting is due to a decision of a General Meeting, the shareholders who voted in favor of such decision that resulted in the noncompliance shall be required to carry out the tender offer.
Paragraph 3 – In the hypothesis of there is no Controlling Shareholder and the delisting from Novo Mercado is due to an act or fact of the Management, the Company’s directors and officers shall call a General Meeting to decide on a form to remedy such noncompliance or, as the case may be, decide on the Company’s delisting from Novo Mercado.
Paragraph 4– In case of the General Meeting decide to delist the Company from Novo Mercado, the same General Meeting shall define the party or parties, and such party or parties, attending the meeting, shall be required to expressly undertake to carry out the tender offer.