f. Description of the clauses related to transfer of shares and preemptive rights
Each Control Group Member agrees not to sell the shares it owns in a way that does not comply with the related Minimum Percentage Holding (as defined below) as Control Group Member, directly or indirectly, to any Individual or Legal Entity, during the lock-up periods described below:
- Caixa Seguros Holding shall be subject to the lock-up period up to February 14, 2021;
- Par Participações and FENAE, taken together, shall be subject to the lock-up period for 25 years as from October 3, 2014, it being understood that in the event, after the expiration of the lock-up period of Caixa Seguros Holding, the business partnership existing between Caixa Econômica Federal and Caixa Seguros Holding and its subsidiaries ceases to exist due to lapse of time, termination, rescission, cancellation and/or non-renewal, annulment or any other reason, the lock-up period of Par Participações shall automatically cease to be applicable to Par Participações. However, if the business partnership existing between Caixa Econômica Federal and Caixa Seguros Holding is still in force on the date of expiration of the lock-up period of Par Participações and/or FENAE, the lock-up period shall automatically be postponed and shall continue to be in force for the remaining period of the business partnership;
- Nisa shall be subject to the lock-up period related to (i) 100% (one hundred per cent) of its Minimum Percentage Holding as Control Group Member up to the end of the 12-month period from the IPO date; and (ii) 50% (fifty percent (50%)) of its Minimum Percentage Holding as Control Group Member up to the end of the 24-month period from the IPO date.
For purposes of the Stockholders‘ Agreement, Control Group Members agree to maintain, after the IPO and during the lock-up period, the following minimum percentage holdings (a “Minimum Percentage Holding” each):
- Par Participações: 26.0% (twenty-six per cent) of the total common shares issued by the Company, bearing in mind that the interest held by Par Participações and FENAE are considered together, as a single stockholder;
- Caixa Seguros Holding: 25.0% (twenty-five per cent) of the total common shares issued by the Company; and
- Nisa: 10.0% (ten per cent) of the total common shares issued by the Company, bearing in mind that the interest held by Nisa and Évora FIP shall be considered together, as a single stockholder.
After the lock-up period applicable to each Stockholder, the shares linked to the Stockholders‘ Agreement may be freely sold at any time by the relevant Stockholder, provided that through (i) an authorized transfer as provided for by the Stockholders‘ Agreement; or (ii) a sale of shares in a stock exchange environment or through a public offering of shares duly registered with the CVM, as applicable.
If one of the Stockholders (“Offering Stockholder”) wishes to sell or transfer part or all of its shares, by means of transactions that are not described above, it shall first communicate its intent in writing to the Company and the other Stockholders (“Offeree Stockholders”), specifying the terms of the transaction, for purposes of exercise of preemptive rights (“Preemptive Rights”).
Preemptive Rights may be exercised first by the Company within 15 (fifteen) days of receipt of the relevant notice, or, in the event the Company does not exercise the right or rejects the proposal, it may be exercised by the Offeree Stockholders in the subsequent 15-day period. The exercise of Preemptive Rights shall consider the purchase of all, and not less than all of the shares included in the binding offering.
In addition to the Preemptive Rights mentioned above, in the event of sale of the shares held by Par Participações, except for the sale of shares in a stock exchange environment or through a public offering of shares duly registered with the CVM, as applicable, the other Stockholders may require that Par Participações sells, together with the shares offered, the shares owned by the other Stockholders in the same proportion of the shares offered by Par Participações, in respect of all of the shares held by Par Participações, for the same price per share and under the same conditions described in the notice.