The powers, voting rights and operations of the General Shareholders Meeting are stipulated in Chapter IV, Articles 10 – 15 of the By-laws.
The General Shareholders Meeting is responsible for making decisions on matters assigned to it by law and the By-laws, including matters related to structure and organisation of the Company, amend the by-laws, election of corporate bodies and any other matters requested by the Board of Directors.
Resolutions of the General Shareholders Meeting are passed by simple majority of the votes cast (with absences not counted), except for the matters listed below, that require a qualified majority of two thirds of the votes cast, pursuant to Article 12 of the By-laws:
a) resolutions on Company´s management matters submitted to it by the Board of Directors;
b) amendments to the By-laws, including capital increases, as well as restriction or withdrawal of shareholders’ pre-emption rights;
c) demerger, merger, transformation or winding-up of the Company.
In relation to the resolutions on the matters referred to in b) and c) above or other matters requiring a qualified majority by law, the deliberating quorum of two thirds of the votes is applicable in both the first and the second call, even if shareholders holding at least half of the capital are present or represented, ensuring an adequate representation of shareholders when passing resolutions about strategic for the Company matters.