relations with investors

Golden Share

Golden Share of the Brazilian Federal Government

Section 9 – The Golden Share confers on the Brazilian Federal Government veto powers over the following matters:

  • I. Change in the name of the Corporation or its purposes;
  • II. Modification and/or use of the Corporation’s logo;
  • III. Creation of and/or changes in military programs involving the Federative Republic of Brazil or otherwise;
  • IV. Technological training of third parties in connection with military programs;
  • V. Discontinuance of a supply of spare parts to service military aircraft;
  • VI. Change in a controlling interest in the Corporation;
  • VII. Any amendments to: (i) the provisions of this Section, Section 4, the leading paragraph of Section 10, Sections 11, 14 and 15, item III of Section 18, Paragraphs 1 and 2 of Section 27, item X of Section 33, item XII of Section 39 and Article VII; and (ii) the rights conferred by these By-Laws on the Golden Share.

Paragraph 1 – The conduct of a public offering for the purchase of shares, as referred to in Section 54 hereof, will require the prior approval of the Brazilian Federal Government as the owner of the Golden Share.

Paragraph 2 – Subject to the provisions of Law No. 6,404/76 and Section 18, item III, of these By-Laws, the matters listed in this Section will fall within the decisionmaking authority of the Board of Directors of the Corporation and will be subject to the following procedures:

  • I. The matter at hand will be the object of a resolution of the Board of Directors.
  • II. If the matter at hand is approved by the Board of Directors, the Chairman of the Board will notify the director elected by the Brazilian Federal Government to either exercise his veto right or express his approval, within a period of 30 days from receipt of such notice.
  • III. After expiration of the period mentioned in item II above, a new meeting of the Board of Directors will be convened: (i) to reconsider the resolution, if the Brazilian Federal Government exercised its veto right; or (ii) to confirm the resolution, if the Brazilian Federal Government expressed its approval or failed to voice an opinion within the period referred to above.
  • IV. If the resolution is confirmed by the Board of Directors, the matter at hand will be submitted to the Shareholders’ Meeting for approval, where so required by applicable legislation, at which time the Brazilian Federal Government may yet again exercise its veto power under this Section.

Paragraph 3 – Without prejudice to the procedure defined in Paragraph 2 above, all matters to be acted on by the Board of Directors that are subject to a veto by the Brazilian Federal Government must also be communicated in advance to the Ministry of Finance by notice given concurrently with the notice mentioned in item II above, the Ministry to pass on the matter within 30 days after receipt of the notice referred to in item II above.