EXHIBIT 3
ENGLISH TRANSLATION
AGREEMENT
EMPRESA DE INFOVIAS S/A, with principal place of business at Xx. Xxxxxxx Xxxxxx,
Xx. 0000, 00xx xxxxx, Xxxxxx Xxxxx Agostinho, in Belo Horizonte, Minas Gerais,
XXX 00.000-000, Corporate Taxpayer No. 02.983.428/0001-27, Company Registration
No. 0000000000-9, represented herein by its executive officers MARCELO PEDREIRA
DE OLIVEIRA, Brazilian, married, an economist, resident and domiciled at Xxx
Xxxxxxxxx Xxxxxxx, Xx. 000, Xxx. 0000, Xxxxxx Xxxxxxx, in Xxxx Xxxxxxxxx, Xxxxx
Xxxxxx, XXX 00.000-000, holder of Identity Card No. 06.359.970-8, issued by the
IFP/RJ and Taxpayer Identification Number 000.000.000-00, and FERNANDO ALVES
PIMENTA, Brazilian, married, a journalist, resident and domiciled at Xxx Xxxxxxx
Xxxxxxxxx, Xx. 00, Apt. 701, Bairro Belvedere, in Xxxx Xxxxxxxxx, Xxxxx Xxxxxx,
XXX 00.000-000, holder of Identity Card No. M-86442, issued by the SSP/MG and
Taxpayer Identification Number 000.000.000-00, (hereinafter "INFOVIAS"); and
CLUBE DE INVESTIMENTO DOS EMPREGADOS DA CEMIG-CLIC, with principal place of
business at Xx. Xxxxxxxxx, 0000, 00xx xxxxx, xx Xxxx Xxxxxxxxx, XX, Corporate
Taxpayer No. 01.776.200/0001-01, registered under No. 81.422, in Book K-14, at
the Registry of Deeds and Documents, 2nd Office, in Belo Horizonte, MG,
appearing herein through its legal representatives LAURO SERGIO VASCONCELOS
DAVID, Brazilian, married, a business administrator, resident and domiciled at
Xxx Xxxx Xxxx, Xx. 000, Xxx. Xx. 000, Xxxxxx Xxxx Xxxxxxxx, XXX 00.000-000, in
Belo Horizonte, MG, holder of Identity Card No. M-3.373.627, issued by the
SSP/MG and Taxpayer Identification Number 000.000.000-00, and LUIZ HENRIQUE DE
CASTRO CARVALHO, Brazilian, married, an electrical engineer, resident and
domiciled at Xxx Xxxxxxxxxxxx, 000, Xxxxxx Xxx Xxxxxx, XXX 00.000-000, in
Brumadinho, MG, holder of Identity Card No. M-1.115.516, issued by the SSP/MG
and Taxpayer Identification Number 000.000.000-00 (hereinafter "CLIC");
hereinafter individually "Party" and, together, "Parties";
in their capacity as shareholders in the share company known as WAY TV BELO
HORIZONTE S/A, a private legal entity with principal place of business at Xx.
Xxxxxxx Xxxxxx, Xx. 0000, Xxxxx 0000, Xxxxxx Xxxxx Agostinho, in Belo Horizonte,
Minas Gerais, XXX 00.000-000, established by a document filed with the
Commercial Registry for the State of Minas Gerais on April 23, 2001, under No.
0000000000-7, Corporate Taxpayer No.04.603.960/0001-05 (hereinafter the
"COMPANY"),
WHEREAS INFOVIAS has waived in favor of CLIC its preemptive right to the
subscription of shares issued in accordance with the increase in capital
resolved at the Special General Meeting held on June 17, 2002;
WHEREAS INFOVIAS and CLIC together hold 51% (fifty-one per cent) of the capital
of the COMPANY and, being desirous of establishing their respective rights,
obligations, and responsibilities in relation to the COMPANY, as well as the
general principles to be adopted in the conduct of company business, have
decided to execute this Agreement, hereinafter the "AGREEMENT," to be governed
by the following clauses and conditions:
FIRST CLAUSE - OBJECT
1.1 The object of this AGREEMENT is to regulate relations between the Parties
in their capacity as shareholders in the COMPANY for the intents and
purposes of Law No. 6.404/76.
SECOND CLAUSE - EXERCISE OF VOTING RIGHTS AT GENERAL MEETINGS
2.1 CLIC promises that at the General Meetings of the COMPANY it will exercise,
in a manner consistent with the wishes of INFOVIAS, the voting rights
associated with the entire block of shares that it holds.
2.2 CLIC undertakes to see that the Director it has nominated, or his/her
alternate, is present at all meetings of the Board of Directors (CONSELHO
DE ADMINISTRACAO), unless INFOVIAS itself recommends that such Director not
attend.
2.3 CLIC promises not to vote in favor of the removal of the Director who was
elected by nomination from INFOVIAS, unless such removal is recommended by
INFOVIAS.
2.4 CLIC agrees to request the removal of the Director that it nominated if
that Director fails to comply with the provisions of this AGREEMENT or to
obey the voting instructions given in accordance with this same AGREEMENT.
THIRD CLAUSE - ASSIGNMENT AND TRANSFER OF SHARES
3.1 In the event that CLIC wishes to assign, sell, or in any other way dispose
of all or part of its shares in the COMPANY, it must proceed in the
following manner:
a) The block of shares must first be offered to INFOVIAS, which shall
have the right of first refusal in their purchase. CLIC must state, in
writing, the number of shares offered, the price and conditions of
transfer, and the name and identification information of the third
party who is interested in purchasing them;
b) INFOVIAS shall have 30 (thirty) days, beginning on the date of receipt
of the offer of the block of shares, in which to accept it as
formulated. The offer shall be considered as refused if not accepted
within the deadline, or if the response entails a counteroffer;
c) If the offer is accepted by INFOVIAS, the transfer of the shares must
occur within 15 (fifteen) days following the end of the 30-day period
mentioned above;
d) If INFOVIAS does not accept the offer to purchase the entire block of
shares, CLIC may sell those shares to the third party who was
identified in the offer, under the conditions of that offer, within
the following 60 (sixty) days, after expiration of which the offer
must be resubmitted to INFOVIAS.
3.2 The right of first refusal established in this clause also applies to a
transfer of the right to subscribe shares, in which case the time periods
provided therein shall be reduced by two-thirds.
3.3 Any transfer of shares or subscription rights in the COMPANY shall be null
and void if the provisions of this clause are not observed.
3.4 Upon instruction by INFOVIAS, CLIC shall sell all or part of its shares to
an interested third party, in which case it is assured receipt of the
minimum per-share price corresponding to the capital invested by CLIC, plus
monetary indexation calculated on the basis of the change in the rate of
return on the CDI [Interfinancial Deposit Certificate] occurring between
the date of the respective investment and the date of the actual payment to
CLIC, divided by the number of shares CLIC owns in the COMPANY.
FOURTH CLAUSE - NONPERFORMANCE, SPECIFIC ENFORCEMENT
4.1 In view of the nature of this AGREEMENT, the Parties acknowledge that in
the event of a failure to perform the obligations assumed hereunder, no
indemnification for losses that might be paid would constitute sufficient
redress; therefore, without prejudice to such damages as might be awarded,
any obligation mentioned in this AGREEMENT that is not performed by any of
the Parties may be the subject of a specific enforcement action and the
cancellation or replacement, by the courts, of the action, vote, or measure
taken or refused or omitted in disobedience to the provisions of this
AGREEMENT, pursuant to applicable provisions.
4.2 The Parties shall be held liable to the remaining shareholders and to the
COMPANY, for direct and indirect losses they may cause to each other as a
result of nonperformance of the obligations attributed to them under this
AGREEMENT.
FIFTH CLAUSE - OBLIGATION TO MAINTAIN CONFIDENTIALITY
5.1 The Parties agree, on their own behalf and that of their employees, staff,
representatives and agents, not to use to their own advantage or that of
others, or to reveal any information with respect to the COMPANY or to the
other shareholder that is obtained by virtue of the execution or the
performance of this AGREEMENT, provided such information has not become
public knowledge.
5.1.1 The obligation to maintain confidentiality now established shall
remain in force for 5 (five) years following the termination of this
AGREEMENT, regardless of the form or reason for such termination.
SIXTH CLAUSE - TRANSITIONAL PROVISIONS
6.1 The Parties agree, on their own behalf and that of their successors in any
form, to perform this AGREEMENT as set forth herein.
6.2 The failure of either of the Parties to exercise, in whole or in part, the
rights attributed under this AGREEMENT shall not imply a waiver,
relinquishment or amendment, but merely an act of forbearance.
6.3 No change in this AGREEMENT shall be valid unless made in the form of a
written document signed by the legal representatives of the Parties.
6.4 In the event that some provision of this AGREEMENT is considered
unenforceable by virtue of a decision by an arbitration panel or a court,
the Parties agree to replace that provision with another that leads to an
equivalent result, so as to preserve, to the maximum extent possible, the
integrity of the commitments mutually assumed hereunder.
SEVENTH CLAUSE - VENUE
7.1 The Parties shall attempt to resolve their differences with respect to this
AGREEMENT amicably and within the sprit of good faith that inspires them.
However, if an amicable solution is not possible, disputes that may arise
in the interpretation or application of this document shall be resolved
through arbitration, according to the rules of the Arbitration Chamber of
the State of Minas Gerais, Brazil, by one or more arbiters appointed in
accordance with those rules. The arbitration tribunal shall take place in
the city of Belo Horizonte, Minas Gerais.
7.2 For purposes of the enforcement of the arbitration award and the resolution
of disputes that cannot be submitted to an arbitration tribunal, the courts
of Belo Horizonte, Minas Gerais, shall have jurisdiction.
In witness whereof, the Parties execute this Agreement in two counterparts
of equal tenor and for the same purpose, in the presence of the witnesses whose
names appear below.
Belo Horizonte, June 17, 2002
EMPRESA DE INFOVIAS S/A
Fernando Alves Pimenta - Marcelo Pedreira de Oliveira
CLUBE DE INVESTIMENTO DOS EMPREGADOS DA CEMIG-CLIC
Lauro Sergio Vasconcelos David - Fernando Henrique Schuffner Neto
WITNESSES:
NAME: NAME:
IDENTITY DOCUMENT: IDENTITY DOCUMENT:
TAXPAYER IDENTIFICATION NUMBER: TAXPAYER IDENTIFICATION NUMBER:
