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Archive for December 17th, 2020

Shareholders Agreement In Brazil

Since at least two shareholders are required, except in the case of a particular type of company expressly referred to by Brazilian law as “subsidi-i-integral,” the company may have a shareholder who is supposed to be a Brazilian company. In accordance with CVM 358/02, CCR S.A. (“CCR” / “Enterprise”) (BM-FBovespa: CCRO3; Bloomberg: CCRO3 BZ; Reuters: CCRO3.SA) herein informs its shareholders and the market in general, in accordance with Article 157, paragraph 4, of Act 6404/76 of 15 December 1976, amended (“Brazilian Companies Act”) and the CVM 358 instruction of 3 December 1976. January 2002, as amended (“ICVM 358”), that it amended the second amendment to the shareholder contract of Servisoos e Tecnologia de Pagamentos S.A. (“STP”) on that day (“2. AMENDMENT TO STP`S SHAREHOLDERS` AGREEMENT”) pursuant to Article 118 of Brazilian Corporate Law, between the company, Fundo de Investimento em Participaes Venice (“VENICE”), Ivan Corréa de Toledo Filho (“IVAN”), Sampras Participaes Ltda (“SAMPRAS”), Freelane I, LLC (“CAP I”), Freelan II, LLC. (“CAPE II”) (collectively called “SHAREHOLDERS”) and as interposed and consenting parties, STP, Centro de Gestéo de Meios de Pagamento S.A. (“CGMP”) , SGMP – Sociedade de Gestéo de Meios de Pagamento Ltda. (“SGMP”), Raézen Combustéveis S.A. (“RA-ZEN”) and, as intermediate parties, Capital International Private Equity Fund VI, LP. (“CIPEF VI”) and CGPE VI, LP. (“CGPE VI”), to formalize VENICE`s liability under all terms of the shareholder contract, the full submission of IVAN`s rights and obligations, due to the transfer of shares between IVAN and VENICE, representative of twenty percent (20%) stP capital stock.

A company must have at least two shareholders, except in certain special circumstances, if it can only have one, but only for a limited period of time. In essence, such provisions are intended to give maximum effectiveness to the agreement, so that non-compliance not only results in a claim for compensation – which, in many corporate disputes, is not in a position to effectively compensate the victim – but facilitates the performance of the undertaking itself, i.e. compliance with the undertaking as a practical result.

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