Types of Revision
– Inclusion: Inclusion of information that does not exist in previous versions.
– Exclusion: Exclusion of information existent in previous versions.
– Changes: Changes or adjustments of pre-existing information.
– New: Indicates that the norm has been created, corresponding to the first version of such document.
This present Dividends Distribution Policy of Alupar Investimento S.A. (“Company” and “Policy”, respectively) aims to establish the main guidelines, criteria and procedures for the distribution of Dividends and Interest on Equity (as defined below) to the Company’s Shareholders (as defined below), in accordance with and/or in addition to the provisions of the applicable legislation and regulations, as well as the Company’s Bylaws, in order to clarify such to its Shareholders and other interested parties
The Policy intents to seeking to guarantee the Company’s perpetuity and financial sustainability in the short, medium and long term, based on the following premises: transparency, periodicity, growth and financial strength solidity aiming to maintain its business model.
The decision to distribute Dividends and/or Interest on Equity will take into account several factors and variables, such as the Company’s results, its financial condition, cash availability, need for investment in fixed capital, future perspectives of the markets in which it operates. current and potential, as well as additional investment opportunities.
This Policy applies to the Company, and must be observed by the Company’s Shareholders and managers, as well as by members of the financial and investor relations departments.
All the Company departments.
This Policy enters into force on the date of approval of the reduction of the mandatory dividend at the General Meeting, to be held on December 6, 2022, and will remain in force indefinitely.
This Policy reflects the provisions contained in the Company’s Bylaws and is based on the Brazilian Corporation Law and other rules applicable to the Company.
The Company’s Board of Directors will submit to the Annual Shareholders’ Meeting, together with the financial statements for the Fiscal Year, a proposal on the allocation of net income for each Fiscal Year.
The Company’s Bylaws determines the following rules on the calculation of the net income for the Fiscal Year, which must be allocated as follows:
(a) 5% (five percent) will be applied, before any other destination, in the constitution of the legal reserve, which will not exceed 20% (twenty percent) of the capital stock;
(b) a portion, following the management bodies proposal may be allocated to the formation of reserves for contingencies, as provided for in article 195 of the Brazilian Corporation Law;
(c) a portion, following the management bodies proposal, may be withheld based on a previously approved capital budget, pursuant to article 196 of the Brazilian Corporation Law;
(d) a portion will be used to pay the mandatory dividend to shareholders, as per the paragraph below;
(e) in the year in which the amount of the mandatory dividend exceeds the realized portion of the net income for the year, the General Meeting may, at the proposal of the management bodies, allocate the excess to the constitution of an unrealized profit reserve, in compliance with the provisions of article 197 of the Corporation Law; and
(f) the remaining profit, as proposed by the management bodies, may be fully allocated to the constitution of the investment reserve, subject to the provisions of the Bylaws, and article 194 of the Brazilian Corporation Law.
Shareholders will be entitled to receive as a non-cumulative mandatory dividend, in each year, 25% (twenty-five percent) of the net income for the Fiscal Year, reduced or increased by the following amounts: (a) amount destined for the constitution of the legal reserve; and (b) amount destined for the formation of the reserve for contingencies, and reversal of the same reserve formed in previous years.
Notwithstanding the foregoing, if 25% of the Net Income represents less than 50% of the Regulatory Net Income, the Company will remunerate its Shareholders in an amount equivalent to at least 50% (fifty percent) of the Regulatory Net Income (which better expresses the Company’s cash flow generation), once the criteria described in item 2 of this Policy are observed.
The Board of Directors may declare Interest on Equity and charge it to the payment of the minimum mandatory dividend, starting to integrate them for all legal purposes, as permitted by applicable legislation.
The payment of Interest on Equity is subject to withholding income tax, in accordance with the applicable tax legislation, taxation that does not exist in the payment in the form of Dividends.
The Company may distribute dividends in addition to the minimum mandatory dividend, upon analysis and proposal of the Company’s management and, as applicable, approval by the General Meeting.
The total amount to be effectively distributed each year will be proposed by management after evaluating several factors, such as: the level of capitalization, financial leverage and liquidity of the Company, cash generation capacity, its investment plan, capital usage perspectives associated to the the Company’s business’ expected growth, among other factors that the Executive Board, the Board of Directors and/or the Shareholders deem relevant
Pursuant to the Bylaws and the Brazilian Corporation Law, the Company, by resolution of the Board of Directors, may (i) declare interim dividends from retained earnings for the current fiscal year or from existing earnings reserves; and (ii) draw up balance sheets for periods of less than one semester and distribute interim dividends, provided that the total dividends paid in each semester of the current Fiscal Year does not exceed the amount of capital reserves referred to in article 182, paragraph 1 °, pursuant to article 204, paragraph 1, both of the Brazilian Corporation Law. Interim dividends may be attributed to the minimum mandatory dividend.
Dividends or Interest on Equity shall be paid to Shareholders, unless otherwise decided by the General Meeting or the Board of Directors, as applicable, within a maximum period of 60 (sixty) days from the date of resolution of their distribution.
The Company will seek to remunerate Shareholders on a quarterly basis, after deliberation by the Board of Directors and in compliance with the legal provisions.
Dividends and Interest on Equity attributed to Shareholders will not yield interest or monetary restatement and, if not claimed within a period of 3 (three) years from the date on which they were made available to Shareholders, they will revert to the Company.
In accordance with the Brazilian Corporation Law, Dividends and/or Interest on Equity will be due to Shareholders registered as owners or beneficial owners of shares issued by the Company on the date of their respective declaration.
Pursuant to the Brazilian Corporation Law, the distribution of the mandatory minimum dividend will not be mandatory in the fiscal year in which the Company’s management informs the Annual Shareholders’ Meeting that it is incompatible with the Company’s financial situation. The Company’s Fiscal Council, if installed, must provide an opinion on this information and the Company’s officers will forward it to the CVM, within 5 (five) days (or in a longer period of advance, if provided for in the applicable regulation) of the Meeting General, explanatory statement of the information transmitted to the General Meeting.
Profits not distributed in the case provided for above will be recorded as a special reserve and, if not absorbed by losses in subsequent Fiscal Years, shall be paid as a Dividend as soon as the Company’s financial situation permits.
It is the duty and responsibility of the Company’s Officers, as well as the members of the financial and investor relations departments, to become aware of this Policy and comply with its terms.
The approval of this Policy is the responsibility of the Board of Directors.
The disclosure of this Policy is the responsibility of the Investor Relations Department, which will also be responsible for ensuring the proper comprehension of the information.