NOTICE TO THE MARKET: Shareholders’ Meetings in December

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December 17, 2015 – The ASSOCIATION OF CAPITAL MARKET INVESTORS – Amec – hereby informs the capital market’s participants that its Management Board approved the publishing of this notice.

We would like to warn investors, regulators, listed companies and the other market’s participants about a very important issue.

It was brought to our knowledge that several companies scheduled General Shareholders’ Meetings for the holiday season. At least 35 companies will be holding shareholders’ meetings by January 20, 2016. In some cases, these meetings will be addressing controversial matters involving conflict of interests and/or the transfer of the political or economic power to specific parties – primarily controlling shareholders and the management board.

The holding of shareholders’ meetings at this time of the year actually affects the debate, interaction and mobilization of shareholders and impacts the representativeness of the quorums that will eventually decide on the matters submitted to deliberation.

This is a recurrent problem and, based on the above mentioned, Amec suggests that:

  1. Listed companies, respecting investors’ rights, do not schedule shareholders’ meetings during the holiday season, unless they have unavoidable and clear reasons for that. Alternatively, we suggest that they postpone the meetings already called to facilitate the participation of investors.

 

  1. Investors, mainly the institutional ones, participate in the meetings of the invested companies, in line with their fiduciary duties, and be attentive to eventual proposals that take advantage of the holiday season to vote on matters that may harm the companies’ interests.

 

  1. The regulators, primarily the Brazilian Securities and Exchange Commission – CVM – and the Brazilian Stock Exchange – BM&F Bovespa, carefully analyze the meetings already called, in line with the Risk-Based Supervision, to understand the actual reasons why such meetings will be held during the holiday season.