Capital Stock

Capital Stock

Papers and Securities Issued

Ticker "PDGR3"

On January 23, 2007, the Company was granted registration as a listed company by the Brazilian Securities Commission (CVM).

On January 11, 2007, we entered into an agreement with BOVESPA for the trading of our securities in the Novo Mercado segment of BOVESPA under the PDGR3 symbol. This agreement became effective on January 26, 2007, which was the date of publication of the announcement of the commencement of our initial offering of common shares.

The securities issued by the Company are: (i) registered book-entry common shares with no face value constituting its equity capital, (ii) simple non-stock-convertible debentures, (iii) 2nd Issue stock-convertible debentures issued by the Company, with real and floating guarantees.

The main trading market for the shares issued by the Company is the São Paulo Stock Exchange (BOVESPA), where they are traded under the PDGR3 Code.

Ticker "PDGR11"

The rights of first refusal for the Warrants (ticker PDGR11) can be traded and subscribed on the BMF&BOVESPA until April 6th, 2018

Ticker "PDGR12"

The Warrants (ticker PDGR12) were traded between August 20, 2012 and September 11, 2012 with the deadline for exercise of the Warrants on September 18, 2012.

Ticker "PDGR-D81"

The debentures in the 8th issue were accepted for trading on the BM&FBOVESPA (ticker PDGR-D81), from September 17, 2012 onwards, ending with the conversion of the debentures on September 17, 2016.

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Subscription Bonus

Due to the Take-Over of MP Holding 3 Ltda and CHL LXX Incorporações Ltda., Subscription Bonuses were issued in four series, with each series consisting of ten Class 1 and four Class 2 Subscription Bonuses, respectively.

On 29/09/2011 was approved in an Extraordinary General Meeting the proposed stock split of the 10 (ten) Class 1 D Series Subscription Warrants, whereby these Subscription Warrants are divided into 3 (three) separate Series (D, E and F Series).

These bonuses endow their holders with the right to subscribe to registered common shares with no face value issued by the Company, in compliance with the terms and conditions set forth in the following tables:

Class 1 Subscription Bonuses

Nº Shares to be Issued Duration of the Option Exercise Period
A Series
(Exercised)
To be defined on the basis of the net profits of the Company and Goldfarb for the 2008 financial year, with a 35% discount on the multiple for the net profits of the Company, less the number of shares already handed over for the Take-Over Start End
Date of the Annual General Meeting of the Company approving the Financial Statements for the financial year ending on December 31, 2008. 90 (ninety) days as from the opening date for the exercising the bonus on this series.
B Series
(Exercised)
To be defined on the basis of the net profits of the Company and Goldfarb for the 2009 financial year, with a 35% discount on the multiple for the net profits of the Company Start End
Date of the Annual General Meeting of the Company approving the Financial Statements for the financial year ending on December 31, 2009. 90 (ninety) days as from the opening date for the exercising the bonus on this series.
C Series
(Exercised)
To be defined on the basis of the net profits of the Company and Goldfarb for the 2010 financial year, with a 35% discount on the multiple for the net profits of the Company Start End
Date of the Annual General Meeting of the Company approving the Financial Statements for the financial year ending on December 31, 2010. 90 (ninety) days as from the opening date for the exercising the bonus on this series.
D Series
(Exercised)
To be defined on the basis of the net profits of the Company and Goldfarb for the 2011 financial year, with a 35% discount on the multiple for the net profits of the Company Start End
Date of the Annual General Meeting of the Company approving the Financial Statements for the financial year ending on December 31, 2011. 90 (ninety) days as from the opening date for the exercising the bonus on this series.
E Series
(Canceled)
To be defined on the basis of the net profits of the Company and the CHL for the 2012 financial year, with a 35% discount on the multiple for the net profits of the Company Start End
Date of the Annual General Meeting of the Company approving the Financial Statements for the financial year ending on December 31, 2012. 90 (ninety) days as from the opening date for the exercising the bonus on this series.
F Series
(Canceled)
To be defined on the basis of the net profits of the Company and the CHL for the 2013 financial year, with a 35% discount on the multiple for the net profits of the Company Start End
Date of the Annual General Meeting of the Company approving the Financial Statements for the financial year ending on December 31, 2013. 90 (ninety) days as from the opening date for the exercising the bonus on this series.

Class 2 Subscription Bonuses

Nº Shares to be Issued Duration of the Option Exercise Period
A Series
(Exercised)
To be defined on the basis of the net profits of the Company and the CHL for the 2008 financial year, with a 35% discount on the multiple for the net profits of the Company, less the number of shares already handed over for the Take-Over Start End
Date of the Annual General Meeting of the Company approving the Financial Statements for the financial year ending on December 31, 2008. 90 (ninety) days as from the opening date for the exercising the bonus on this series.
B Series
(Exercised)
To be defined on the basis of the net profits of the Company and the CHL for the 2009 financial year, with a 35% discount on the multiple for the net profits of the Company Start End
Date of the Annual General Meeting of the Company approving the Financial Statements for the financial year ending on December 31, 2009. 90 (ninety) days as from the opening date for the exercising the bonus on this series.
C Series
(Exercised)
To be defined on the basis of the net profits of the Company and the CHL for the 2010 financial year, with a 35% discount on the multiple for the net profits of the Company Start End
Date of the Annual General Meeting of the Company approving the Financial Statements for the financial year ending on December 31, 2010. 90 (ninety) days as from the opening date for the exercising the bonus on this series.
D Series
(Exercised)
To be defined on the basis of the net profits of the Company and the CHL for the 2011 financial year, with a 35% discount on the multiple for the net profits of the Company Start End
Date of the Annual General Meeting of the Company approving the Financial Statements for the financial year ending on December 31, 2011. 90 (ninety) days as from the opening date for the exercising the bonus on this series.

There are no more 2 Class Subscription Warrants in circulation.

Proposal on Corporate Transaction drawn up by Vinci Partners Investimentos Ltda

On July 12, 2012 the shareholders approved the proposal prepared by the Corporate Operating Partners Vinci Investments Ltd., with an issuance date of maturity on 16/08/2012 and 09/14/2012. Up to 199,000,000 (one hundred and ninety and nine million) common shares will be issued privately and against payment, up to the limit of the authorized capital of the Company, with a value of R$ 0.01 (one cent of Brazilian Real) per share and R$ 4.00 (four Brazilian Reais) per Warrant, totaling up to R$ 797,990,000.00 (seven hundred and ninety seven million, nine hundred and ninety nine thousand Brazilian Reais), with up to R$ 1,990,000.00 (one million, nine hundred and ninety thousand Brazilian Reais) transferred to the equity capital of the Company and up to R$ 796,000,000,00 (seven hundred and ninety six million Brazilian Reais) transferred to the capital reserve of the Company, in compliance with Article 182 of the Corporation Law.

Each Warrant grants is holder thereof the right to subscribe and pay-up, on the date of the exercise of the Warrants, jointly and mandatorily: (a) one (1) new ordinary share of the Company, privately issued by means of a capital increase transaction (‘Share"); and (b) one (1) convertible debenture convertible into one (1) ordinary share of the Company ("Debenture"). Both the Warrants and the Debenture will be admitted to trade in the BM&FBOVESPA under the tickers PDGR12 and PDGR-D81, respectively, and the ordinary shares will have the usual ticker PDGR3. The exercise of the Warrants shall not, under any circumstances, grant the right to subscribe only Shares or only Debentures of the Company. The common shares resulting from the exercise of the Warrants will have the same characteristics and all the same advantages attributed by law and the Company’s By-Laws to the common shares currently issued by the Company and traded under ticker PDGR3, participating fully in any distribution of dividends or interest on equity capital that may be declared by the Company.

On September 18, 2012 the Warrants holders expressed their exercise wishes, with partial ratification of the exercise of 198,905,897 Warrants, while the holders of the 94,103 Warrants not exercised lost these exercise rights. As the outcome of the exercise of the Warrants, R$ 1,989,058.97 (one million, nine hundred and eighty nine thousand and fifty eight Brazilian Reais and ninety seven centavos) will be transferred to the equity capital of the Company through a capital increase, as set forth in item 2 below and R$ 796,000,000.00 (seven hundred and ninety six million Brazilian Reais) will be transferred to the capital reserve of the Company, in compliance with Article 182 of Law Nº 6,404 promulgated on December 15, 1976, as altered ("Joint Stock Corporations Act"). There are no more G series Subscription Warrants in circulation.

Debt Instruments

Click here to see information about debt instruments

Depositary Receipts Level 1 Program

In October 29, 2008, we submitted an application to the CVM for registration of the Sponsored Depositary Receipts Program - Level 1 for purposes of trading American Depositary Receipts backed by our common shares on the U.S. securities over-the-counter market. For this purpose, Citibank DTVM S.A. is the custodian and Citibank, N.A. is the depositary in The United States. Each depositary receipt represents two common shares. As of the date of this Reference Form, 141,589 depositary receipts had been issued.

Description of Each Class and Type of Shares Issued

Voting Rights:

Each common share entitles its holder to one vote at any annual or extraordinary shareholders‘ meeting

Convertibility into another class or type of share:

The Company does not have shares that can be converted into other classes or type.

Rights of capital reimbursement:

In case of liquidation of the Company, the shareholders will receive payments for the repayment of capital in proportion to their participation in the capital stock, after the payment of all liabilities in proportion to their respective shares in the total shares issued by the Company.

Any of the dissenting shareholders of the Company of certain resolutions passed in the General Shareholders’ Meeting may withdraw from the Company, through reimbursement of the value of their shares based on the criteria described in the Corporations Law. Pursuant to the Corporations Law, the right of withdrawal may be exercised, among others, in the following circumstances:

a. Spin-off of the Company (when it causes: (i) changes of the corporate purpose, unless when the asset split is poured into a company whose main activity coincides with the result of our corporate purpose of the Company; (ii) reduces the minimum mandatory dividend to be distributed to the shareholders of the Company; or (iii) the Company‘s participation in a group of companies as defined in the Corporations Act);

b. Reduction of the mandatory dividend;

c. Change in corporate purpose;

d. Merger or consolidation of the Company to another company (in the particular situations as described below);

e. Participation in the Company‘s group of companies (defined in the Corporations Act, and in specific situations, as described below);

f. Incorporation of actions involving the Company, pursuant to Article 252 of the Corporations Act by another Brazilian company, to become a wholly owned subsidiary thereof;

g. Corporate Transformation; and

h. Acquisition of the control of any company if the purchase price exceeds the limits set forth in paragraph 2 of Article 256 of Brazilian Corporate Law.

In cases of (a) a consolidation or a merger of the Company to another company; or (b) Company‘s participation in a group of companies (as described in the Corporations Act), the Company‘s shareholders will not be entitled to withdraw if their actions have the following characteristics: (1) have liquidity to integrate the general index of the BM&FBOVESPA, or content any other stock exchange as defined by the CVM; and (2) have spread in the market, so that the controlling shareholders, the parent company or other companies under common control hold less than half the shares of a type or class object of the withdrawal right.

The withdrawal right must be exercised within 30 days from the publication of the record of the General Shareholders’ Meeting, which approved the act that made the recess rise. Additionally, we have the right to reconsider any decision that has overburdened right to withdraw within ten days following to the expiration of that right, if we understand that payment of the redemption price of the shares to the dissenting shareholders would jeopardize our financial stability.

In case of exercising its right of redemption, the shareholders shall be entitled to receive the net asset value of their shares, based on last balance sheet of the Company approved by the General Shareholders’ Meeting. If, however, the decision which caused the withdrawal right has occurred 60 days after the date of the last approved balance sheet, the shareholders may request, together with the reimbursement, raising special balance sheet date in complying with the deadline of 60 days to determine the asset value of its shares. In this case, the Company shall immediately pay 80% of the reimbursement that was calculated based on last balance sheet approved by our shareholders and the balance within 120 days from the date of the General Shareholders’ Meeting. The Company‘s Bylaws provides that the economic value will be used in the case of exercising the right of withdrawal if it is below the asset value.

Right to participate in public offer for sale of control:

According to the rules of Novo Mercado, the sale of control, either by a single operation, and through successive operations, shall be contracted under a condition precedent or termination of the purchaser undertakes to effect a takeover bid from other shares of other shareholders in the same terms and conditions granted to the selling controlling shareholder, observing the conditions and terms laid down in the existing legislation and the rules of the Novo Mercado, in order to assure equal treatment to selling, controlling shareholder and it must be delivered to BM&FBOVESPA statement containing the price and other conditions of an operation of transference of our control.

The public offering is yet required:

a. When onerous assignment of subscription rights for shares and other securities or rights with respect to securities that are convertible into shares, which may result in the sale of the Company‘s control;

b. When the driver is a company, the control of such parent company is transferred, and in this case the selling controlling shareholder will be obliged to declare to BM&FBOVESPA the value assigned to the Company in such sale and attach documentation supporting this value; and

c. When the one who already holds shares of the Company acquires controlling power, in view of a private share purchase agreement. In this case, the acquiring shareholder will be obliged to make a public offer for acquisition of shares by the same terms and conditions offered to the selling shareholder and reimburse the shareholders who have purchased shares on the stock exchange in the six months preceding the date of sale of control. The amount of compensation is the difference between the price paid to the selling controlling shareholder and the amount paid on the stock exchange for shares in that period, duly updated.

The Rules of Novo Mercado also provides that the selling controlling shareholder may not transfer the ownership of its shares and the Company may not register any transfer of shares representing its control, while the acquiring shareholder and those who will hold such a control does not endorse the Statement of Consent from drivers under the Novo Mercado rules.

The buyer, when necessary, should take reasonable steps to recover within six months, the minimum percentage of 25% of the shares that are outstanding in the market.

Restriction to negotiation:

There is not.

Conditions to alternate assured rights by such securities:

Pursuant to the Brazilian Corporate Law, not the bylaws neither the shareholder’s decisions in Shareholders’’ Meeting can cause the shareholders to be restricted of the following rights:

a. to participate in the distribution of dividends, in proportion to their respective interest;

b. to participate in the distribution of remaining assets upon our termination, in proportion to their respective interest;

c. to preemptive rights to subscribe new shares, convertible debentures and subscription bonus (bonus de subscrição), except under limited circumstances provided for by the Brazilian Corporate Law, as described in item "Preemptive Rights" in this Section;

d. to monitor the management of our activities, in accordance with the Brazilian Corporate Law;

e. to vote in the shareholder‘s meeting; and

f. to leave the Company as provided by the Brazilian Corporate Law.

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