Distributions and Dividend Policy. Unless otherwise agreed by the Shareholders in accordance with the provisions of this Agreement and applicable law, the Shareholders shall ensure that the net profit of the Company registered in the fiscal year, computed after the deductions and adjustments provided for in the Brazilian Corporation Law, will be subject to the following allocation order: first, five per cent (5%) of the net profit to the constitution of the legal reserve, until it reaches (x) twenty per cent (20%) of the capital stock or (y) thirty percent (30%) of the capital plus any capital surplus, and which will never exceed the lower amount of (x) and (y); second, payment of a mandatory dividend of 1% of the net profits to holders of the common shares and preferred shares; third, payment to the Company’s statutory reserve (reserva estatutária) for operations and projects, in an amount agreed by the Shareholders in a Shareholders’ Prior Meeting; provided that in no event shall (a) such amount exceed 80% of net profits or (b) such statutory reserve exceed 80% of the Company’s share capital; and fourth, payment of the remaining amount as dividends to the holders of the common shares and preferred shares, in accordance with any determination at the annual General Meeting, with due regard to the terms and conditions set forth in the Usufruct Agreement; provided that, in setting the payments of amounts under this Section 9.01, the Shareholders agree that: (i) the Company shall have regard to its capital requirements (including as set out in the then-current Business Plan) and its obligations under Section 9.03 but, subject to those considerations, the Company shall seek to maximize the amount of profits to be distributed to the Shareholders under this Section 9.01; and (ii) the amount paid shall be consistent with the leverage ratio objectives and capital investment requirements of the Joint Venture as determined by the Supervisory Board. Further, the decision to make any distribution pursuant to this Section 9.01 in the form of either IOC or dividends shall be made by the Supervisory Board.
Appears in 2 contracts
Samples: Shareholders’ Agreement (Cosan S.A.), Shareholders’ Agreement (Cosan S.A.)
Distributions and Dividend Policy. Unless otherwise agreed by the Shareholders in accordance with the provisions of this Agreement and applicable law, the Shareholders shall ensure that the net profit of the Company registered in the fiscal year, computed after the deductions and adjustments provided for in the Brazilian Corporation Law, will be subject to the following allocation order: first, five per cent (5%) of the net profit to the constitution of the legal reserve, until it reaches (x) twenty per cent (20%) of the capital stock or (y) thirty percent (30%) of the capital plus any capital surplus, and which will never exceed the lower amount of (x) and (y); second, payment of dividends to the holders of the Downstream B Shares and the Downstream C Shares, the amount of which will be variable and calculated in accordance with Section 9.02 and, if no such payment is due in accordance therewith, payment of fixed dividends to the holders of the Downstream B Shares and the Downstream C Shares in an amount of BRL 0.01 (one centavo) for each group of 1.000.000 (one million) of Downstream B Shares and BRL 0.01 (one centavo) for each group of 1.000.000 (one million) of Downstream C Shares, respectively; third, payment of fixed dividends to the holders of the Downstream D Shares, the amount of which will be variable and calculated in accordance with Section 9.02; fourth, payment of fixed dividends to the holders of the Downstream E Shares in an amount of BRL 0.01 (one centavo) for each group of 1,000,000 (one million) Downstream E Shares; fifth, payment of fixed dividends to the holders of the preferred ‘A’ shares in an amount of BRL 0.01 (one centavo) only; sixth, payment of a mandatory dividend of 1% of the net profits to holders of the common shares and preferred sharesprofits; thirdseventh, payment to the CompanyDownstream Co’s statutory reserve (reserva estatutária) for operations and projects, in an amount agreed by the Shareholders in a Shareholders’ Prior Meetingholders of 80 per cent. of the voting shares of the Downstream Co; provided that in no event shall (a) such amount exceed 80% of net profits or (b) such statutory reserve exceed 80% of the CompanyDownstream Co’s share capital; and fourtheighth, payment of the remaining amount as dividends to the holders of the common shares and preferred shares, in accordance with any determination at the annual General MeetingShareholders’ Meeting (or as otherwise approved by the Shareholders), with due regard to the terms and conditions set forth in the Usufruct Agreement; provided that, in setting the payments of amounts under this Section 9.01, the Shareholders agree that:
that (ia) the Company shall have regard to its capital requirements (including as set out in the then-current Business Plan) and its obligations under Section 9.03 but, subject to those considerations, the Company Downstream Co shall seek to maximize the amount of profits to be distributed to the Shareholders under this Section 9.01; and
9.01 and (iib) the amount paid shall be consistent with the leverage ratio objectives and capital investment requirements of the Joint Venture as determined by the Supervisory Board. Further, the decision to make any distribution pursuant to this Section 9.01 in the form of either IOC or dividends shall be made by the Supervisory Board; provided that (a) the Supervisory Board will decide whether to distribute profits by way of IOC or by way of dividends; (b) the Supervisory Board shall determine the relative net Tax effects of paying IOC relative to dividends and shall select the option that is most beneficial for the Shareholders combined (including when taking into account any indirect Tax benefits to a shareholder by virtue of such Shareholder’s interest in the JV Entities) and (c) if paying distributions by way of IOC would result in one of the Shareholders receiving an amount, net of all actual Tax effects (including when taking into account any indirect Tax benefit by virtue of a Shareholder’s interest in the JV Entities), lower than that which it would have received had such distributions been paid as dividends, the other Shareholder shall make such payments to the first such Shareholder as necessary to ensure that such first Shareholder receives, net of actual Tax effects, an amount in cash per share no less than it would have received had such distributions been paid as dividends.
Appears in 1 contract
Samples: Shareholders’ Agreement (Cosan S.A.)
Distributions and Dividend Policy. Unless otherwise agreed by the Shareholders in accordance with the provisions of this Agreement and applicable law, the Shareholders shall ensure that the net profit of the Company registered in the fiscal year, computed after the deductions and adjustments provided for in the Brazilian Corporation Law, will be subject to the following allocation order: first, five per cent (5%) of the net profit to the constitution of the legal reserve, until it reaches (x) twenty per cent (20%) of the capital stock or (y) thirty percent (30%) of the capital plus any capital surplus, and which will never exceed the lower amount of (x) and (y); second, payment of dividends to the holders of the Downstream B Shares and the Downstream C Shares, the amount of which will be variable and calculated in accordance with Section 9.02 and, if no such payment is due in accordance therewith, payment of fixed dividends to the holders of the Downstream B Shares and the Downstream C Shares in an amount of BRL 0.01 (one centavo) only; third, payment of fixed dividends to the holders of the preferred ‘A’ shares in an amount of BRL 0.01 (one centavo) only; fourth, payment of a mandatory dividend of 1% of the net profits to holders of the common shares and preferred sharesprofits; thirdfifth, payment to the CompanyDownstream Co’s statutory reserve (reserva estatutária) for operations and projects, in an amount agreed by the Shareholders in a Shareholders’ Prior Meetingholders of 80 per cent. of the voting shares of the Downstream Co; provided that in no event shall (a) such amount exceed 80% of net profits or (b) such statutory reserve exceed 80% of the CompanyDownstream Co’s share capital; and fourthsixth, payment of the remaining amount as dividends to the holders of the common shares and preferred shares, in accordance with any determination at the annual General Meeting, with due regard to Shareholders’ Meeting (or as otherwise approved by the terms and conditions set forth in the Usufruct AgreementShareholders); provided that, in setting the payments of amounts under this Section 9.01, the Shareholders agree that:
that (ia) the Company shall have regard to its capital requirements (including as set out in the then-current Business Plan) and its obligations under Section 9.03 but, subject to those considerations, the Company Downstream Co shall seek to maximize the amount of profits to be distributed to the Shareholders under this Section 9.01; and
9.01 and (iib) the amount paid shall be consistent with the leverage ratio objectives and capital investment requirements of the Joint Venture as determined by the Supervisory Board. Further, the decision to make any distribution pursuant to this Section 9.01 in the form of either IOC or dividends shall be made by the Supervisory Board; provided that (a) the Supervisory Board will decide whether to distribute profits by way of IOC or by way of dividends; (b) the Supervisory Board shall determine the relative net Tax effects of paying IOC relative to dividends and shall select the option that is most beneficial for the Shareholders combined (including when taking into account any indirect Tax benefits to a shareholder by virtue of such Shareholder’s interest in the JV Entities) and (c) if paying distributions by way of IOC would result in one of the Shareholders receiving an amount, net of all actual Tax effects (including when taking into account any indirect Tax benefit by virtue of a Shareholder’s interest in the JV Entities), lower than that which it would have received had such distributions been paid as dividends, the other Shareholder shall make such payments to the first such Shareholder as necessary to ensure that such first Shareholder receives, net of actual Tax effects, an amount in cash per share no less than it would have received had such distributions been paid as dividends.
Appears in 1 contract
Samples: Shareholders Agreement (Cosan Ltd.)
