What are JSL’s common shares rights?

Each JSL’s common share entitles its owner to one vote in the Company’s annual and special shareholders’ meetings. According to JSL’s By-Laws and the Novo Mercado listing segment rules, the Company cannot issue shares without voting rights or with restricted voting rights. Moreover, as determined in JSL’s By-Laws and Brazilian corporate law, its shareholders have the right to receive dividends and other distributions made in connection with its common shares in proportion to their ownership interest in the Company’s capital stock.

In the event of JSL’s liquidation, the Company’s shareholders have the right to receive its capital in proportion to the shares they hold, after JSL complies with all its obligations. The Company’s shareholders have a preemptive right to subscribe to new common shares JSL issues, except in certain circumstances provided for in Brazilian corporate law.

According to Brazilian corporate law, neither the Company’s By-Laws nor resolutions taken at a shareholders’ meeting may prevent a shareholder of the following rights:

  • the right to participate in the distribution of its profit;
  • the right to participate, in proportion to their ownership interest in its capital stock, in the distribution of any residual assets in the event of its liquidation;
  • the right to monitor its management, under Brazilian corporate law;
  • preemptive rights in relation to the subscription of shares, debentures convertible into shares or subscription warrants, except in the particular circumstances set forth in Brazilian corporate law; and
  • the right to withdraw (direito de retirada e resgate) from the Company in the circumstances defined by Brazilian corporate law.