XXXXXXXX PARTICIPAÇÕES S. A., a corporation with head office at Avenida Xxxxx Grendene 131, Sala 10, Bairro Volta Grande, CEP 95180-052 Farroupilha, in the State of Rio Grande of the Sul, registered in the CNPJ/MF under No. 04.819.746/0001-82, herein represented in accordance with its by-laws (‘AGBPar’); ALEXANDRE GRENDENE XXXXXXXX, Brazilian, single, of age, entrepreneur, bearer of identity card RG 5006352289 SSP/RS and CPF 000.000.000-00, resident and domiciled at Rua Xxx Xxxxxxx 142, Apto. 1201, CEP 95170-440 Farroupilha, Rio Grande do Sul (‘Alexandre’)(when jointly with AGBPar, ‘the Block A Stockholders’); XXXXX GRENDENE XXXXXXXX, Brazilian, married with separation of assets, entrepreneur, bearer of identity card RG 8006751872 SSP/RS and CPF 000.000.000-00, resident and domiciled at Xxx Xxxxxxx Xxxxxxx 1420, Bairro Volta Grande, Sítio Manacá, 95181-060 Farroupilha, Rio Grande do Sul (“Xxxxx”); XXXXX XXXXXXXX, Brazilian, married with separation of assets, entrepreneur, bearer of Identity Card RG 7028922206 SSP/RS and CPF/MF 000.000.000-00, resident and domiciled at Rua 24 de Outubro 997, Apto. 801, Bairro Moinhos xx Xxxxx, CEP 90510-002, in the city of Porto Alegre, Rio Grande do Sul (‘Xxxxx Xxxxx’); XXXXXXX XXXXXXXX XXXXXXX, Brazilian, married under the regime of partial common ownership of assets, entrepreneur, bearer of Identity Card RG 54.861.574-3 SSP/SP and CPF/MF 685.957.780/00, resident and domiciled at Rua Xx. Xxxxxxxx xx Assis Xxxxxxxx 103, Apto. 61, Jardim Guedala, 05614-040 São Paulo, São Paulo State (‘Giovana’); XXXXX XXXXXXXX XXXXX XX XXXXXXX, Brazilian, divorced, lawyer, bearer of Identity Card RG 11.975.216-5 SSP/SP and CPF 000.000.000-00, resident and domiciled at Xxx Xxxxxxx Xxxxxxxx 431, Xxxxx 3, Apto. 21, Jardim Panorama, 05679-010 São Paulo, São Paulo State (‘Xxxxx Xxxxxxxx’); XXXXX XX XXXXXXX XXXXXXXX, Brazilian, married, entrepreneur, bearer of Identity Card RG 28.929.000-4 SSP/SP and CPF 000.000.000-00, resident and domiciled at Xx. Xxxxxxx Xxxxx 123, Apto 252, Jardim Paulista, 04538-080 São Paulo, São Paulo State (‘André’); XXXXXXXXX XX XXXXXXX XXXXXXXX, Brazilian, single, entrepreneur, bearer of Identity Card RG 28.930.000-9 SSP/SP and CPF 000.000.000-00, resident and domiciled at Xxx Xxxxxxx Xxxxxxxx 431, Xxxxx 3, Apto. 00X, Xxxxxx Xxxxxxxx, 00000- 010 São Paulo, São Paulo State (‘Gabriella’) (Xxxxx, Xxxxx Xxxxx, Xxxxxxx, Xxxxx Xxxxxxxx, Xxxxx and Gabriella jointly being ‘the Block B Stockholders’), and further, as consenting party: GRENDENE S.A., a co...
XXXXXXXX PARTICIPAÇÕES S. A., a corporation with head office at Xx. Xxxxx Xxxxxxxx 000, Suite 10, 95180-00 Farroupilha, Rio Grande do Sul, registered in the CNPJ under No. 04.819.746/0001-82, herein represented in accordance with its by-laws (“AGBPar”);
XXXXXXXX PARTICIPAÇÕES S. A., AG Telecom Participações S.A. and LF Tel S.A. in the Company’s capital stock to Portugal Telecom. Portugal Telecom will use assets to pay for the Priority Offering Shares that it subscribes, in compliance with the Subscription Limit for Portugal Telecom in the aforementioned amount of assets, contributing to the Company the totality of the (i) operational assets that previously belonged, directly or indirectly, to Portugal Telecom, except for ownership, direct or indirect, in the Company, Contax Participações S.A. and Bratel B.V, and (ii) Portugal Telecom liabilities on the date of the contribution considered in the Evaluation Report (“Assets”). Under the terms of Brazilian Corporations Law, the Assets were identified and evaluated by an independent specialized company, and the respective report was submitted for the deliberation and approved by the Company’s extraordinary general shareholders meeting held on March 27, 2014 (“Evaluation Report”). Paragraph Two. In the event that that all Shareholders exercise their priority right for the subscription of the Priority Offering Shares, the totality of the Shares offered (without considering Supplemental Shares and Additional Shares) will be destined exclusively to the Priority Offering, in such a manner that the Retail Offering and Institutional Offering may not be fulfilled. For additional information of the risks pertaining to the scope of the Priority Offering, see the risk factor “In the event the totality of the Shareholders will exercise their right of first refusal for subscription of the Priority Offering Shares, the totality of the Shares offered (without considering Supplemental Shares and Additional Shares) will be destined exclusively to the Priority Offering, in such a manner that the Retail Offering and Institutional Offering may not be fulfilled.”, located in the section “Risk Factors - Risks Related to the Global Offering and Shares” of the Preliminary Prospectus. Paragraph Three. Each shareholder who holds one preferred share issued by the Company, including Portugal Telecom, as evidenced by their ownership position at the First Cut-Off Date, will have the right to subscribe up to 3.40723409Priority Offering Preferred Shares for each Preferred Share issued by the Company held by them on the Second Cut-Off Date. If the resulting amount of Preferred Shares is fractional, the value of the investment will be limited to the corresponding value to the greatest whole number of Priority Offering ...
XXXXXXXX PARTICIPAÇÕES S. A. Signed by: Alexandre Grendene Xxxxxxxx – President Verona Negócios e Participações S.A. Signed by: Xxxxx Grendene Xxxxxxxx – President Signed by: Alexandre Grendene Xxxxxxxx – President Signed by: Alexandre Grendene Xxxxxxxx – President Consenting parties: Alexandre Grendene Xxxxxxxx Xxxxx Grendene Xxxxxxxx Xxxxx Xxxxxxxx Xxxxx xx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Witnesses:
