FAQ

Where are Metalfrio’s shares traded?

The Company’s shares are listed for trading in the BM&FBOVESPA under the symbol “FRIO3”. Metalfrio has entered into an agreement with the BM&FBOVESPA to list its shares in the “Novo Mercado” the highest level of the differentiated corporate governance practices.

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What are Metalfrio’s common shares rights?

Each common share entitles its owner to one vote in Metalfrio general and special shareholders’ meetings. According to the agreement to be entered into with BM&FBOVESPA for the listing the Company’s shares in the Novo Mercado, Metalfrio cannot issue shares without voting rights or with restricted voting rights. Moreover, as determined in the Company’s by-laws and the Brazilian corporation law, Metalfrio shareholders have the right to receive dividends and other distributions made in connection with the Company’s common shares in proportion to their ownership interest in the Company’s share capital.

Holders of Metalfrio’s common shares are entitled to be included in a public tender offer in the case that a controlling stake in the Company is sold and the minimum price to be offered for each share is 100.0% of the price paid per share of the controlling stake.

In event of Metalfrio dissolution, the Company’s shareholders have the right to receive payments proportional to their ownership interest in Metalfrio’s share capital, after the settlement of all the Company’s obligations. Owners of Metalfrio’s common shares have the right participate in the Company’s share capital increases, in proportion to their ownership interest in Metalfrio’s share capital, but are not obligated to subscribe to new shares in future share capital increases.

According to the Brazilian corporation law, neither Metalfrio’s by-laws nor actions taken at a shareholders’ meeting may deprive a shareholder of the following rights:

  • the right to participate in the distribution of profits;
  • the right to participate, in proportion to ownership interest in Metalfrio’s share capital, in the distribution of any residual assets in the event of the Company’s dissolution;
  • the right to preemptive rights in relation to the subscription of shares, convertible debentures or subscription bonuses, except in the circumstances described in the Brazilian corporation law;
  • the right to inspect, in the manner set forth in the Brazilian corporation law, the management of corporate business; and
  • the right to sell their shares in the circumstances defined by the Brazilian corporation law.

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What are the transfer restrictions of Metalfrio shares?

Each purchaser of Metalfrio common shares in the United States will be deemed to have agreed not to deposit such common shares into an unrestricted global depositary receipt facility for as long as those shares are “restricted securities” within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:

  • the purchaser: (i) is a qualified institutional buyer and is aware that the sale of Metalfrio common shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or (ii) a person who, at the time the buy order for the common shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act;
  • in making its decision to purchase the common shares, the purchaser: (i) has made its own investment decision regarding the common shares based on its own knowledge; (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the common shares; and (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the common shares; and
  • Metalfrio common shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the purchaser reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.

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How individuals not resident in Brazil can invest in Metalfrio shares?

The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including Metalfrio shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.

The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to Metalfrio shares are carried out through the foreign exchange market.

To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:

  • appoint representative in Brazil, with powers to perform actions relating to its investment;
  • appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and
  • through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.

Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.

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How and when does Metalfrio disclose its information?

All Metalfrio’s material facts, earnings results and other notices to the market are published simultaneously at CVM/BM&FBOVESPA and at the investor relations area of the Company’s website (www.metalfrio.com.br), and sent later by email to persons registered to receive this information. To receive information by e-mail please register here.

Complete financial statements are published annually on the newspapers “Folha de São Paulo“ and “Diário Oficial do Estado de São Paulo”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of Metalfrio’s website (www.metalfrio.com.br). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (www.bmfbovespa.com.br) and at the Securities and Exchange Commission of Brazil - CVM (www.cvm.gov.br).

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How can I contact the Investor Relations Area?

Metalfrio Solutions S.A.
Avenida Abrahão Gonçalves Braga, nº 412
Vila Livieiro - São Paulo - Brazil
04186-220
Phone: (+5511) 2627-9001
Fax: (+5511) 2627-9195
www.metalfrio.com.br

Luiz Eduardo Moreira Caio
CEO and Investor Relations Officer
E-mail: ri@metalfrio.com.br

Any questions not related to analysts and investors must be directed to Metalfrio’s Contact Form

Shareholder services are available for Metalfrio shareholders at all branches of Banco Itaú S.A., whose head office is located at Praça Alfredo Egydio de Souza Aranha, nº 100, Torre Itaúsa, São Paulo, SP. The shareholder services department of Banco Itaú can be contacted by phone: (0xx11) 5029-1919, fax: (0xx11) 5029-1917 or email: rosana@itau-unibanco.com.br.

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Why does Metalfrio calculate EBITDA and Adjusted EBITDA?

EBITDA: EBITDA consists of net income before net financial income (expenses), income and social contribution taxes, depreciation and amortization. EBITDA is a financial performance measure used by Metalfrio’s management. EBITDA is not a financial performance measure calculated in accordance with Brazilian GAAP or U.S. GAAP, and it must not be considered as an alternative to net income as an indicator of operating performance, or as an alternative to operating cash flows as an indicator of liquidity. EBITDA is not calculated using a standard methodology and may not be comparable to the definition of EBITDA or similarly titled measures used by other companies. The Company disclosers its EBITDA because it uses it to measure its performance and because Metalfrio considers it a useful measure that is frequently used by capital market analysts, investors and others to evaluate companies like Metalfrio. However, EBITDA presents limitations that impair its use as a measurement of our profits since it does not consider certain costs arising from the Company´s business that that might significantly impact its results of operations and liquidity, such as financial expenses, taxes, depreciation, capital investments and other related charges.

Adjusted EBITDA: Adjusted EBITDA consists of EBITDA adjusted for nonoperating expenses and tax incentives. The tax incentives, which reduce Metalfrio´s cash tax liabilities, are credited directly to shareholders’ equity and do not have an impact on its net income. The management considers it appropriate to adjust EBITDA with respect to these tax incentives, because the Company recognizes the integral amount of the ICMS expense in its statement of income, and the reduction of ICMS payable resulting from tax incentives is recorded directly against its shareholders’ equity under “Capital Reserve - Tax Incentives.” Similar to EBITDA, Adjusted EBITDA is not a financial performance measure calculated in accordance with Brazilian GAAP or U.S. GAAP, and it must not be considered as an alternative to net income as an indicator of operating performance, or as an alternative to operating cash flows as an indicator of liquidity. Adjusted EBITDA is not calculated using a standard methodology and may not be comparable to the definition of Adjusted EBITDA or similarly titled measures used by other companies.

Metafrio disclose the Adjusted EBITDA because it is used to measure the Company´s performance and because it is considered a useful measure that is frequently used by capital market analysts, investors and others to evaluate companies like Metalfrio.

However, Adjusted EBITDA presents limitations that impair its use as a measurement of Metalfrio´s profits since it does not consider certain costs arising from the Company´s business that might significantly impact its results of operations and liquidity, such as financial expenses, taxes, depreciation, capital investments and other related charges.

Although the EBITDA and Adjusted EBITDA do not provide, according to the Brazilian Accounting Principles (BR GAAP) or the U.S. Accounting Principles (US GAAP), measures of the operational cash flows, Metalfrio management uses EBITDA and Adjusted EBITDA to measure its operating performance. Additionally, the Company management believes that disclosure of EBITDA and Adjusted EBITDA can provide useful information to investors, financial analysts and the public in their review of the Company’s operating performance and its comparison to the operating performance of other companies in the same industry and other industries.