By Laws
Denomination, Term and Head-Office
Article 1. The private corporation governed by these bylaws denominated REDECARD S.A., is incorporated with no final term and has its head office and address for legal purposes in the city of Barueri and state of São Paulo, and may open branches, or representation offices domestically or abroad, by resolution of the Executive Board, subject to the legal requirements.
Objective
Article 2. The Company has the purposes of (i) coordination of payments and receipts to the network of affiliated merchants, through capture, transmission, data processing and settlement of transactions arising from the use of credit and / or debit cards, Direct Consumer Credit - DCC, purchasing, cash withdrawal and other means of payment as well as maintaining the scheduling of such values in computer systems, (ii) affiliation of companies or individuals, suppliers of goods and / or service providers for acceptance of credit and / or debit cards, Direct Consumer Credit - DCC, purchase, cash withdrawal and other means of payment, (iii) supply of electronic terminals, or any other equipment, to enable the capture, transmission and processing of data related to transactions arising from the use of credit and / or debit cards, Direct Consumer Credit - DCC, purchase, cash withdrawal and other means of payment, (iv) representing national and international franchises of manual and electronic means of payment, (v) participation in other companies as partner or shareholder, and (vi) development of other related activities of interest to the Company.
Capital and Shares
Article 3. The capital stock is R$ 681,913,753.44 (six hundred eighty-one million, nine hundred and thirteen thousand, seven hundred and fifty-three reais and forty-four cents), represented by 671,898,449 (six hundred seventy-one million eight hundred and ninety-eight thousand, four hundred forty-nine) common shares, without par value.
Paragraph 1 - Acquisition of Own Shares. The Company may acquire its own shares in order to cancel them or hold them in treasury for subsequent sale, upon authorization of the Executive Board.
Management
Article 4. The Company will be managed by a Board of Executive Officers composed of at least 2 (two) and maximum of ten (10) members, shareholders or not, resident in the country and elected by the Shareholder’s Meeting. No Officer may be elected who have already completed sixty (60) years of age on the date of election.
Paragraph 1 - Composition. The Board of Officers shall have one (1) Chief Executive Officer and one (1) to 9 (nine) Executive Officers or Directors, as established by the Shareholder’s Meeting to deliberate on these positions.
Paragraph 2 - Investiture. The directors will be invested in their positions by signing their terms of office in the minute book of the Executive Board, after approval of their election by the competent authorities.
Paragraph 3 - Mandate. The directors will exercise the mandates of one (1) year and may be re-elected and remain in office until the investiture of their successors.
Paragraph 4 - Compensation. Directors will receive compensation and profit sharing. For the payment of the compensation, the Shareholder’s Meeting shall establish the global annual amount, even if it is indexed, and the Executive Board is responsible for the regulation of the use of this amount.
Paragraph 5 - Powers. the Executive Board shall manage and represent the Company with authority to incur in obligations, compromise, assign or waive rights, encumber or dispose of corporate assets, including the members of the permanent assets, regardless of authorization of the Shareholder’s Meeting, excluding the provision of a guarantee or surety. The Executive Board also decides on the distribution of dividends and the payment of interest on capital.
Paragraph 6 - Duties. In addition to the normal duties conferred upon it by law and by these Bylaws, it is incumbent to each Executive Board member, specifically:
a-) To the Chief Executive Officer to convene the Shareholder’s Meeting; to preside meetings of the Executive Board, which has the tiebreaking vote; to structure and direct all the Company‘s services;
b-) Executive Directors, collaborating with the CEO in the performance of his duties;
c-) the Directors, the duties assigned by the Executive Board.
Paragraph 7 - Substitutions. In case of absence or disability of any Officer, the Executive Board may choose an interim substitute among its members. In case of absence or incapacity, the CEO shall be replaced by the Executive Officer appointed by him. In case of vacancy, the Shareholder’s Meeting may provide the Office for the remaining time.
Paragraph 8 - Representation. The representation of the society will occur jointly by two directors, by a director and by an attorney or by two attorneys. Outside the headquarters, the representation can be made separately, by an attorney with specific powers. In appointing attorneys, society will be represented by two directors. All the mandates except the legal ones, must have expiration date not exceeding one year.
Fiscal Council
Article 5. The Company will have a Fiscal Council, to function on a non-permanent basis, comprising of a minimum of 3 (three) to 5 (five) effective members and an equal number of deputies. The election, installation and the functioning of the Fiscal Council will be in accordance with the provisions of articles 161 to 165 of Law 6,404/76.
Shareholders‘ Meeting
Article 6. The proceedings of any Shareholder’s Meeting will be chaired by the President or, in his absence, by an Executive Director or, in his absence, by any shareholder chosen by the majority of shareholders present, and the Chairman of the Meeting will indicate the Secretary.
Fiscal Year
Article 7. The fiscal year will end on December 31 of each year. Semi-annual balance sheets will be prepared and on a discretionary basis, interim balances at any date including for the payment of dividends, according to the legal provisions.
Allocation of Net Income
Paragraph 1 - before any other distribution, 5% (five percent) will be allocated to the Legal Reserve, which may not exceed 20% (twenty percent) of the capital stock;
Paragraph 2 - the balance will be allocated in accordance to the proposal of the Executive Board, including the composition of the reserve referred in Article 10, "ad referendum" of the Shareholder’s Meeting.
Mandatory Dividend
Article 9. The stockholders have the right to receive as a mandatory dividend for each fiscal year, an amount of not less than 25% (twenty-five percent) of the net income recorded in the fiscal year, restated according to the decline or increase of the specific values under letters "a" and "b" of sub-paragraph I of Article 202 of Law 6,404/76, and complying with sub-paragraphs II and III of the same law.
Paragraph 1 -The portion of the mandatory dividend that may have been paid in advance as interim dividends for account of the "Special Reserve" will be credited back to this same reserve account.
Paragraph 2 -If so decided by the Board of Directors, interest on stockholders’ equity may be paid, offsetting the amount against the value of the mandatory dividend according to Articles 9, Paragraph 7 of Law 9,249/95.
Special Reserve
Article 10. Under this designation shall consist of special reserve aiming to promote the formation of resources for the following purposes: a) exercise of the preferential right of subscription in capital increases of subsidiaries b) future incorporation of these resources to the capital stock; and c) payment of interim dividends.
Paragraph 1 - This reserve will be formed by: a) values from the balance of net income, in accordance with subsection 8.2; b) the reversed portion of the Unrealized Profit Reserve to Retained Earnings, plus the respective monetary restatement, notwithstanding the statement of this portion in the calculation of the mandatory dividend, in the year in which the reversal is made, c) the reversal pursuant to subsection 9.1, of the value of interim dividends.
Paragraph 2 - On the proposal of the Executive Board the installments of this reserve will be regularly capitalized for the respective balance does not exceed the limit of 95% (ninety five percent) of the stock capital. The balance of this reserve, added to the legal reserve may not exceed the stock capital.
Paragraph 3 -The reserve will discriminate in different subaccounts, according to the formation exercises, the income allocated to its constitution, and the Executive Board will specify the profits used in the distribution of interim dividends, which may be charged to different subaccounts depending on the nature of the shareholders.
Settlement
Article 11. The Company shall enter into liquidation in cases determined by law, and the Shareholders’ Meeting is responsible for electing the liquidator or liquidators, as well as the Fiscal Council that shall operate during this period, in compliance with legal formalities.
General Positions
Article 12. Any omissions in these Bylaws shall be resolved by the Shareholders’ Meeting and regulated according to the Brazilian Corporate Law.
The Company is complied with arbitration on Market Arbitration Chamber established by Compulsory Clause registered in its By-Laws.
Copyright © 2011 - Redecard