Estapar’s shares are negotiated at the São Paulo Stock Exchange (B3) under the ticker ALPK3.
The Novo Mercado is a listing segment for the trading of shares issued by companies that voluntarily commit to adopting corporate governance practices in addition to what is required by the legislation.
The main innovation of the Novo Mercado is the requirement that a company’s capital must be solely represented by common shares (voting shares). However, companies listed on the Novo Mercado also have the following additional obligations:
» To extend the same conditions obtained by the controllers to all shareholders in case of disposal of control (tag along).
» To hold a tender offer for the acquisition of the entire outstanding stock, paying at least the economic value, if the company goes private or is delisted from the Novo Mercado.
» To have a Board of Directors with a minimum of five (5) members and a joint term of office of up to two (2) years, re-election being permitted. At least 20% of its members must be independent.
» To enhance the quality of information provided by adding consolidated financial statements and cash flow statements to the Quarterly Report (ITR) – a document containing quarterly financial statements submitted by the publicly-held companies to the CVM and the B3 and released to the public;
» To provide further information on the fiscal year by adding other information, including cash flow statements to the Standard Financial Statements (DFPs) – a document containing annual financial statements submitted by the publicly-held companies to the CVM and the B3 and released to the public;
» To disclose financial statements pursuant to the IFRS or US GAAP international standards;
» To add the number and characteristics of the securities issued by the company and held by the controlling shareholders, members of the Board of Directors, executive officers and Fiscal Council members, as well as the evolution of said interests to the Reference Form (RF) – a document containing corporate information statements submitted by the publicly-held companies to the CVM and the B3 and released to the public;
» To hold public meetings with analysts and investors at least once a year;
» To present an annual calendar featuring a schedule of corporate events, such as shareholder meetings, disclosure of results etc;
» To disclose the terms of contracts entered into by the company and related parties;
» To disclose information on the trading of the Company’s securities and derivatives by the controlling shareholders on a monthly basis.
» To maintain a minimum free float of twenty-five percent (25%) of the Company’s capital stock.
» To adopt mechanisms leading to capital spread when holding public offerings of shares;
» To resort to the Market Arbitration Chamber to resolve corporate conflicts.
In addition to being included in the Novo Mercado Listing Rules, certain of these obligations must be approved by Shareholders Meetings and included in the company’s bylaws. For further information, please click here.
In order to invest in shares issued by Estapar or any other company, you need to contact a securities broker. The list of brokerage firms operating in Brazil is available on B3’s website. For information on B3’s operations, please access www.b3.com.br/en_us.
Estapar’s Capital is composed by 161,335,153 shares and 52.6% from total are outstanding, above the minium of 25% according to B3 Novo Mercado Regulation’s best practices.
As Estapar is listed under Novo Mercado, our Total Capital is composed by ordinary share (ON) granting to all our shareholders, the same rights below:
(i) Each share entitles its holder to one vote at any shareholders’ meeting, including in respect of amendments of bylaws, appointment or removal of directors, as well as other matters set forth under Brazilian Corporations Law. See “Description of Capital Stock—Shareholders’ Meetings”;
(ii) Pursuant to Brazilian Corporations Law and the Novo Mercado listing rules, holders of our common shares are entitled to be included in a public tender offer in the event of a controlling stake in us being sold. The price to be offered for each share shall be 100% of the price per common share for the controlling stake. For further information regarding tag-along rights, see “Description of Capital Stock”; U.S. holders of our common shares may not be able to exercise the tag-along rights relating to our common shares unless a registration statement under the Securities Act is effective with respect to those rights or an exemption from the registration requirements of the Securities Act is available. See “Risk Factors—Risks Related to this Offering and our Common Shares—A U.S. holder of our common shares may be unable to exercise preemptive rights and tag-along rights relating to our common shares”;
(iii) Brazilian Corporations Law and our bylaws require us to pay a minimum mandatory dividend to our shareholders of 25% of our annual adjusted net income, unless our board of directors recommends not distributing dividends due to our financial condition. See “Dividends and Dividend Policy.”
(iv) Additionally, our common shares will grant to future holders the same rights, advantages and restrictions as those granted to holders of our common shares, pursuant to our bylaws, the Brazilian Corporations Law and the Novo Mercado regulations.
The bylaws of a Brazilian company must specify a minimum percentage of profits destined for distribution, which must be paid to shareholders, as mandatory dividends. Consistent with the Brazilian Corporations Law, our bylaws provide that an amount, equal to a minimum of 25% of our profit for any particular fiscal year, as adjusted pursuant to Article 202 of the Brazilian Corporations Law, must be distributed as mandatory dividends.
Any holder of shares duly recorded at the time a dividend is declared is entitled to receive dividends distributed in the event of General Meeting or Board of Directors declaration.
The book keeping of Estapar’s shares is carried out by Banco Bradesco S.A., which is responsible for serving shareholders in its branch network throughout Brazil. Shareholders who are Bradesco account holders can obtain their shareholding position by following these steps on the Internet Banking website: Home Broker/Minha Conta/Consulta de Ativos Escriturais .
Shareholders who are not Bradesco account holders and whose book-entry shares are held in custody by Bradesco may obtain their shareholding position at any Bradesco branch throughout Brazil.
Shareholders whose shares are held in custody by B3 through a brokerage firm should contact their respective brokerage firms in order to get information on their shareholding positions and to update their personal registration data.
In order to enjoy all the advantages provided by book-entry shares, shareholders must keep their personal registration data updated and inform Banco Bradesco S.A. of any change of address or bank account for payment credit.
Shareholders who may still hold bearer shares must present their respective share certificates at any branch of Banco Bradesco S.A. to convert their bearer shares into book-entry shares.
Estapar’s IR Team is available to answer to our shareholders through the channels below:
Phone: +55 (11) 2161-8099
Regular and eventual information are also available at the Company’s Investor Relations Website, accessed through the address ri.estapar.com.br
Futher information is available at:
Earnings Conference Call
Events promoted by the Company to investors, including annual public meetings with analysts and investors