RESOLUTIONS OF SHAREHOLDERS’ MEETINGS
The Shareholders’ Meetings of Vinte will be general or special, with the general meetings being ordinary or extraordinary, depending on the matters at hand for which the meeting was called.
Ordinary General Meetings
The Ordinary General Shareholders' Meetings shall be held at least once a year within the first four months following the end of each financial year, in order to discuss all items included on the corresponding Agenda, as well as any of the following matters:
- Discuss, approve, or amend and resolve what is relevant to the Board of Directors' report, regarding the Company's financial situation and related accounting documentation.
- Discuss, approve, or amend the reports from the Chairmen of the Audit Committee and Corporate Governance Committees.
- Discuss, approve, or amend the reports from the Chief Executive Officer.
- Discuss, approve, or amend the report from the Board of Directors.
- To be informed of the Board of Directors' opinion on the content of the Chief Executive Officer's report.
- Determine the use of profits, if applicable.
- Appoint the members of the Board of Directors, the Secretary, and members of Committees, as well as their respective alternates, when appropriate, and appoint or remove the Chairmen of the Audit and Corporate Governance Committees.
- Review the activities of the independent directors.
- Where applicable, designate the maximum amount of resources to be used in the share repurchase program.
- Approve the operations that the Company or entities it controls intend to carry out over the course of the fiscal year, when such represent 20% or more of the Company's consolidated assets.
- Any other matter that should be discussed by the Ordinary General Shareholders’ Meeting in accordance with applicable legislation or that which is not specifically reserved for an Extraordinary General Meeting.
Extraordinary General Meetings
Extraordinary General Meetings will be held to discuss any of the matters outlined in Article 182 of the Ley General de Sociedades Mercantiles (General Law of Mercantile Corporations). Additionally, the Extraordinary General Shareholders' Meeting will address any of the following matters:
- Amortization of shares representing the capital stock of the Company with distributable profits and issuance of shares with limited or preferred voting rights, or of any class other than ordinary shares.
- Cancellation of the inscription in the Registro Nacional de Valores (National Securities Registry) of the shares representing the capital stock of the Company or the securities representing them.
- Increase in the Company's capital stock.
- Amendments to the Company's By-laws.
- Other matters for which the applicable legislation or By-laws expressly require a special quorum.
Special Meetings will be those that are held to discuss matters that may affect the rights of a single series of shares and shall be subject to the applicable provisions for Extraordinary General Meetings regarding the establishment of a quorum, voting, and formalization of proceedings.
For the Special Meetings, the same rules apply as for the Extraordinary General Meetings, but referring to the special class of shares in question.
Certain Minority Rights
Postponement. In accordance with the provisions of the Ley del Mercado de Valores (Securities Market Law), stockholders with voting shares, including limited or restricted, represented in an Ordinary or Extraordinary General Meeting, for each 10% of capital stock individually or jointly owned, may request to postpone the vote on any matter for which they do not consider themselves sufficiently informed, once only, for three calendar days and without the need for a new call.
Right of Opposition. Stockholders with voting shares, including limited or restricted, which individually or jointly hold 20% or more of capital stock, may legally oppose resolutions adopted in the general meetings in respect of which they have the right to vote.
Liability Actions against Board Members. Those shareholders who, individually or jointly, own voting shares, including limited or restricted, or without the right to vote, who represent 5% or more of the capital stock, may directly exercise liability actions against any Board Member, the Chief Executive Officer, or any relevant executive for non-compliance with the duties of due diligence and loyalty, in favor of the Company or entity which it controls or over which it has significant influence.
Below are the summaries of the resolutions adopted in the last Shareholders’ Meetings of Vinte: