By Laws

 

 

CHAPTER I – NAME, HEAD OFFICE, PURPOSE AND VALIDITY

Article 1 – PLASCAR PARTICIPAÇÕES INDUSTRIAIS S.A. (the “Company”), with head office and venue in the city of Campinas, state of São Paulo, at km 104.5 of Rodovia Anhanguera, closed allotment Techo Park, at Avenida Pierre Simon de Laplace, 965, módulos B1, B2, B3, B4, C1 e c2 do Condomínio Industrial Unic – sala 2 do módulo B1, shall be governed by applicable legal provisions and these Bylaws

Article 2 -By means of a resolution of the Board of Directors, any branches, warehouses or offices may be opened, transferred or closed in any part of the country or abroad, and for each case a portion to be withdrawn from the Capital Stock shall be determined.

Article 3 – The Company’s purpose is as follows:

a) manufacturing, trading, import and export metal and plastics products;
b) management and leasing of own assets;
c) holding interest in other companies, as a unit holder or shareholder;
d) commercial representation;
e) agricultural exploitation.

Article 4 -The Company’s validity is indeterminate

CHAPTER II – CAPITAL STOCK AND SHARES

Article 5 -Fully subscribed and paid-up capital amounts to two hundred eighty nine billion, eighty million reais (R$ 289,080,000.00), divided into one hundred and sixty-six million, four hundred and thirty thousand, three hundred and forty-six (166,430,346) book-entry common shares, without par value, and the Company is authorized to increase such capital stock in conformity with the provisions of article 166 of Law No. 6,404/76, up to the limit of one billion (1,000,000,000) non-par common shares.

Paragraph 1 -Within the authorized capital limit, the Board of Directors shall be the body responsible for resolving on the issuance, the related amount and number of new shares, including by means of capitalization of profits and reserves, irrespective of any statutory reform, and for defining the conditions for the subscription and payment of such shares.

Paragraph 2 -Within the authorized capital limit and according to the plan approved by the Shareholders´ Meeting, the Company may grant a stock purchase option to its management or to individuals providing services to the Company or to other companies under its control.

Paragraph 3 -Upon resolution of shareholders representing a minimum of fifty percent of the shares with voting rights issued by the Company, preferred shares may be converted into common shares, at the ratio of one (1) preferred share to one (1) common share provided that they are paid-in.

Article 6 -Upon capital increases, the Company may issue common or preferred shares, or just one type of shares, without keeping a proportion between the shares of each type or class, with the preferred shares complying with the maximum limit of two-thirds (2/3) of the total issued shares, pursuant to law.

Article 7 -Shares shall be book-entry and kept in deposit accounts on behalf of their holders, in compliance with articles 34 and 35 of Law No. 6,404/76 and other legal and regulatory provisions.

Sole Paragraph -The depository institution in which the shares are kept may opt to charge the service cost of transferring the ownership of shares, in compliance with any maximum legal limits.

Article 8 -Each common share will be entitled to one (1) vote in connection with resolutions taken at the Shareholders´ Meeting. Preferred shares shall not be entitled to vote but shall have the privileges stated in article 10.

Article 9 -The share shall be indivisible in relation to the Company; when the share is held by more than one person, the rights granted thereto shall be exercised by the condominium representative.

Article 10 -The book-entry preferred shares shall be fully held and have the following characteristics and/or advantages:

I) to dividends at least ten percent higher than those assigned to common shares;
II) be entitle to a mandatory minimum dividend of 25%, referred to in item ?b? of article 32 of these Bylaws;
III) be entitle to dividends higher than the minimum 25%, in equal conditions to common shares; and
IV) priority in capital reimbursement in the event the Company is liquidated.

Article 11 -Shares shall be kept in a deposit account in a financial institution assigned by the Executive Board, without issuance of Certificates.

Article 12 – Shareholders shall not have preemptive rights in the subscription of shares issued by the Company, within the authorized capital limit and which placement is carried out under the conditions set forth in Article 172 of Law No. 6,404/76, except for any provision to the contrary determined by the Board of Directors.

Sole Paragraph -If required, the Board of Directors is authorized to engage any financial institutions of its choosing, for the placement of shares, by means of public subscription, in connection with the capital increase.

Article 13 -By means of a resolution of the Board of Directors, the Company may acquire its own shares, to be held in treasury or be canceled, in compliance with any applicable legal provisions.

CHAPTER III – MANAGEMENT

Article 14 -The Board of Directors and the Executive Board shall be responsible for the Company’s management, with the former being a collegiate resolution body and the latter being responsible for representing the Company, pursuant to law and these bylaws.

Section I – BOARD OF DIRECTORS

Article 15 -The Board of Directors shall be composed of at least three (3) and at the most seven (7) members elected by the Shareholders´ Meeting, with term of office of up to three (3) years, with reelection being allowed.

Paragraph 1 -The Shareholders´ Meeting electing the Board of Directors shall nominate both the Chairman and the Vice-Chairman, as well as the overall compensation amount for the Company’s management.

Paragraph 2 -The Board of Directors´ members shall be instated in office upon their signing the Instrument of Investiture in its related Minutes´ Book in compliance with any legal requirements.

Paragraph 3 -Upon the end of their term of office, the Board members shall remain in their positions until their substitutes are elected and instated in office.

Paragraph 4 -In the event of any impediment or absence, the Chairman shall be replaced by the Vice-Chairman, and in the event of the latter’s absence, by any person, among its peers, assigned by the Board of Directors.

Paragraph 5 -In the event of any vacancy in the Board of Directors, its Chairman or, if applicable, the Vice-Chairman then in office shall nominate the substitute ?ad-referendum? at the first Shareholders´ Meeting to be held, with his/her term of office coinciding with those of the remaining Board members.

Article 16 -The Board of Directors shall meet whenever necessary, upon call by its Chairman, or in his/her absence, by the Vice-Chairman or even by the majority of its members then in office, with at least three (3) days in advance..

Paragraph 1 -The quorum required to convene the Board of Directors meeting shall be half its elected members..

Paragraph 2 -Any resolutions of the Board of Directors shall be drawn up as a summary and in full in the ?Board of Directors´ Meeting Minutes? book.

Paragraph 3 -Any resolutions of the Board of Directors shall be taken by majority of votes, and the Chairman or Vice-Chairman shall be entitled, in addition to his/her vote as a Board member, to the casting vote in the event of a draw.

Paragraph 4 -Any Board of Directors´ member may be represented by any other member at the meetings, upon a proxy in the form of a letter, telegram or telex, and each member may not represent more than one (1) another member.

Article 17 – The Board of Directors shall be responsible for:

a) defining the general guidance of the Company’s business;

b) electing and removing the Company’s officers;

c) inspecting the management of the Executive Board, reviewing, at any time, the Company’s books and papers, and requesting information on agreements entered into or to be entered into;

d) calling any Annual or Extraordinary Shareholders´ Meetings;

e) stating a position on the management report and the Executive Board´ accounts;

f) choosing and removing its independent auditors;

g)approving the authorization for the Executive Board to acquire any Company’s shares, for the purposes of being canceled or held in treasury and subsequent disposal thereof;

h) resolving on the issuance of shares, within the authorized capital limit, as well as for defining, upon its discretion, a period for the exercise of any shareholders´ preemptive rights in the event of a subscription of shares arising from any capital increase;

i) resolving, as proposed by the Executive Board, on: authorization for opening of the Company’s branches, agencies, offices and representation offices in any part of the country or abroad; the Company’s interest held in other Companies; disposing of any permanent assets in amounts higher than one hundred thousand (100,000) Reference Fiscal Units (UFIR) or any other index which shall replace it in the event of its termination, as well as the acquisition, disposal and set up of any collateral on properties.

Section II – EXECUTIVE BOARD

Article 18 -The Executive Board shall be composed of at least three (3) and at the most seven (7) members, with a Chairman and others merely referred to as members, whether or not shareholders, resident in the country, elected by the Board of Directors with a term of office of up to three (3) years, with reelection allowed.

Paragraph 1 -At the most one-third (1/3) of the Board of Directors´ members may be elected as Officers.

Paragraph 2 -Upon termination of their term of office, the Officers shall remain in their positions until their substitutes are elected and instated in office.

Paragraph 3 -Any Officers shall be instated in office by drawing up and signing the ?Executive Board Meeting Minutes? book.

Article 19 -In the event of any vacancy in the Executive Board, a Board of Directors´ meeting shall be called, in which a substitute shall be elected to remain in the position until the end of the related term of office.

Article 20 -Within the restrictions set forth in these bylaws and the limits defined by law, the Executive Board shall have the powers and duties to ensure the Company’s normal operations.

Article 21 -The Executive Board shall be responsible for:

a) complying with and causing the compliance with any provisions set forth in these bylaws, any laws applicable to corporations, any resolutions of the Shareholders´ Meetings and its own resolutions;

b) preparing and submitting, to the Annual Shareholders´ Meetings, the balance sheets and the financial statements with the respective report; and

c) proposing to the Shareholders´ Meetings any changes to these bylaws and any other measures which it deems to be of the Company’s interest, obtaining, when required, the Fiscal Council’s opinion whenever the latter is operating.

Paragraph 1 -The use of the Company’s name shall be exercised with full powers by means of:

a) the joint signatures of two Officers; or

b) the joint signatures of one Officer and one attorney-in-fact; or

c) the joint signatures of two attorneys-in-fact; or}

d) the sole signature of one attorney-in-fact specially engaged for such.

Paragraph 2 -Any acts providing for the Company to act as a surety or guarantor shall be always carried out by means of the joint signature of the CEO and another Officer. In the event the CEO is absent, this Officer shall be responsible for nominating a substitute to carry out the acts mentioned above.

Paragraph 3 -The CEO shall be responsible for calling and presiding over any Executive Board meetings.

Paragraph 4 -Any Attorneys-at-law shall be nominated by at least two Officers, upon the joint signature in the respective power of attorney, which shall include all the acts and operations the attorney-at-law may carry out, as well as the term of its validity, except for any powers of attorney to represent the Company in any lawsuits or administrative proceedings.

Article 22 -The Executive Board shall meet whenever called by the CEO, and the minutes of its resolutions shall be drawn up in the appropriate book.

Paragraph 1 -The Executive Board meeting shall be convened with the attendance of at least two-thirds (2/3) of the members elected, among which necessarily the CEO or a substitute nominated by him/her in the event of his/her absence.

Paragraph 2 -The Executive Board’s decisions shall be made by majority of votes of the Officers attending the meeting and, in the event of a draw, the CEO or his/her substitute nominated as stated in the above paragraph shall be entitled to a casting vote.

Article 23 -The Board of Directors shall nominate, on a timely basis, among the Officers, the member who, in addition to his/her duties set forth in these Bylaws, shall accumulate the functions of ?Market Relations Officer? and be responsible for providing any information required for the investors and the Brazilian Securities Commission (CVM), as well as for keeping the Company’s register updated and represent it with said body, without prejudice to the responsibility held by the whole management for promptly disclosing any information related to any material acts or facts, under the provisions set forth in law.

Article 24 -The overall management compensation shall be annually defined by the Shareholders´ Meeting and include monthly fees and, optionally, an interest of up to ten percent (10%) of the income earned, provided that shareholders are paid the minimum dividend addressed in item ?b? of article 33 of these Bylaws, and any legal provisions related thereto are complied with.

Sole Paragraph -The Board of Directors shall be responsible for defining the way the respective amounts shall be distributed among its members and the Executive Board members.

CHAPTER IV – AUDITORS COMMITTEE

Article 25 -The Company shall have an Fiscal Council not operating permanently, with duties and powers granted by law, composed of at least three (3) and at the most five (5) members, and deputies in equal numbers, whether or not shareholders, resident in the country, who may be reelected.

Paragraph 1 -The Fiscal Council shall be convened by means of a resolution of the Shareholders´ Meeting or upon the shareholders´ request, pursuant to the law.

Paragraph 2 -The Shareholders’ Meeting resolving on the Council’s convening shall elect its members and define the respective compensation.

Paragraph 3 -Any members elected shall be instated in their positions by signing the Instrument of Investiture in the ?Fiscal Council Minutes? book.

Paragraph 4 -The members elected shall be replaced by their respective deputies.

CHAPTER V – SHAREHOLDERS’ MEETINGS

Article 26 -The Shareholders´ Meeting shall usually meet in the four (4) first months after the end of the fiscal year and, on an extraordinary basis, whenever the Company’s interests so require, and any appropriate legal provisions shall be complied with in connection with its calling, convening and resolutions.

Article 27 -Any resolutions of the Shareholders´ Meeting, notwithstanding any exceptions set forth by law, shall be taken by majority of votes, with no blank votes being taken into account.

Article 28 -Any meetings shall be chaired by the Board of Directors´ Chairman or, in his/her absence, by the Vice-Chairman, and in the latter’s absence, by a shareholder chosen by the attendees.

Article 29 -Any persons attending the Meetings shall prove their capacity as shareholders, pursuant to law, and may be represented by an attorney-in-fact appointed at least one (1) year ago, who shall be a shareholder, a Company’s manager, a financial institution or an attorney.

Sole Paragraph -The attorney-in-fact shall be appointed by power of attorney presented at the Company’s head office, jointly with the Investor Relations Department, at least 48 hours before the meeting is convened; under penalty of the attorney-in-fact’s not being able to exercise the term of office.

Article 30 -During the five (5) days preceding the Shareholders´ Meetings, any services related to the transfer, conversion or splitting of share certificates, multiple securities and certificates, in compliance with any legal formalities, shall be suspended.

CHAPTER VI – FISCAL YEAR, PROFITS AND RELATED DISTRIBUTION

Article 31 -The fiscal year shall end on December 31 of each year and, upon this date, a Company’s general balance sheet shall be prepared, together with the other financial statements.

Article 32 -Out of the income for the year, any possible accumulated deficit, provision for income tax and management statutory profit sharing shall be deducted.

Paragraph 1 -Out of the net income for the year:

a)five percent (5%) shall be assigned for recognition of a legal reserve, until such reserve reaches twenty percent (20%) of capital stock;
b) at least twenty-five percent (25%) out of the adjusted net income, pursuant to article 202 of Law No. 6,404/76, as non-cumulative dividends, shall be assigned to shareholders; and
c) the remaining balance shall be assigned to a Statutory Reserve, which purpose is to cover any possible repurchase of own shares and which will have the amount of capital stock as its limit.

Article 33 -The Company may prepare balance sheets for six-month periods or for shorter periods, and the Board of Directors may distribute the profits determined in such balance sheets ?ad-referendum? of the Shareholders´ Meeting.

Article 34 -Any bonuses and dividends shall be made available to shareholders, except for any resolution to the contrary of the Shareholders´ Meeting, within sixty (60) days counted from the date such bonuses and dividends are declared and, in any case, within the fiscal year.

Sole Paragraph -Any dividends not claimed within three (3) years, counted from the date the Shareholders´ Meeting granting such dividends is published, shall not bear any interest and shall expire in favor of the Company. .

CHAPTER VII – WINDING-UP, LIQUIDATION AND TERMINATION

Article 35 -The Company shall be wound up pursuant to the provisions set forth by law, and the Shareholders´ Meeting shall be responsible for defining the way it shall be liquidated, assigning the liquidator and the Fiscal Council which should operate during the liquidation period.

CHAPTER VIII – FINAL PROVISIONS

Article 36 -Any cases not ruled in these Bylaws shall be settled by the applicable legal provisions in force related to Corporations.

 

Last Update: April 15, 2011