Consistent with Renner best interests and its financial condition, the Company will distribute as dividends at least 25% of its net profits for each fiscal year, as this amount may be adjusted pursuant to Article 202 of Brazilian Corporation Law, and notwithstanding the possibility that Renner management decides to allocate part of its profit to reserves set forth by law and in its bylaws.
By decision of Renner board of directors, the mandatory dividends may be made in the form of interest attributable to shareholders‘ equity, which the Company may deduct when calculating its income tax and social contribution.
Dividends. Renner is required by Brazilian Corporation Law and by its bylaws, to hold an annual shareholders‘ meeting no later than the fourth month following the end of each fiscal year at which, among other things, the shareholders must vote to declare an annual dividend. The annual dividend is calculated based on Renner audited financial statements prepared for the immediately preceding fiscal year.
Any holder of shares on the date on which the dividend is declared is entitled to receive dividends. Under Brazilian Corporation Law, dividends are generally required to be paid within 60 days of the declaration date, unless the shareholders‘ resolution establishes another date of payment, which, in any case, must occur before the end of the fiscal year in which the dividend is declared. Renner bylaws do not require that the Company indexes the amount of any dividend payment to inflation.
Each shareholder has a three-year period from the date in which the dividend or the interest on shareholders‘ equity were made available to the shareholder to claim such amounts, after which the aggregate amount of any unclaimed payments legally reverts to the Company.
Renner board of directors may declare interim dividends or interest attributable to shareholders‘ equity based on realized profits verified in semi-annual financial statements. The board of directors may also declare dividends based on financial statements prepared in shorter periods, provided that the total amount of dividends paid in each semester does not exceed the amounts accounted for in its capital reserve account set forth in paragraph 1 of Article 182 of Brazilian Corporation Law. Interim dividends may also be paid from profit reserve accounts based on the latest annual or semi-annual financial statements. Any payment of interim dividends may be set off against the amount of mandatory dividends relating to the net profits earned in the year in which the interim dividends were paid.
Interest Attributable to Shareholders‘ Equity. Since January 1, 1996, Brazilian companies are permitted to pay interest attributable to shareholders‘ equity and treat those payments as a deductible expense for purposes of calculating Brazilian income tax and since 1998, for the purpose of social contribution tax.
The amount of the deduction is limited to the greater of (1) 50% of Renner net profits (after deduction of social contribution and before payment of any interest or any deduction for income taxes) relating to the period to which the payment is made and (2) 50% of Renner accumulated profits. The payment of interest attributable to shareholders‘ equity is an alternative to the payment of mandatory dividends. The rate applied in calculating interest attributable to shareholders‘ equity cannot exceed the TJLP (Taxa de Juros de Longo Prazo), the Brazilian long-term interest rate, for the applicable period.
The amount distributed to Renner shareholders as interest attributable to shareholders‘ equity, net of any income tax, may be included as part of the mandatory dividends. In accordance with applicable law, the Company is required to pay to shareholders an amount sufficient to ensure that the net amount they receive in respect of interest attributable to shareholders‘ equity, after payment of any applicable withholding tax, plus the amount of declared dividends is at least equivalent to the mandatory dividend amount.