Differentiated Corporate Governance Practices

The shares of PPLA Participations which back the Units are listed on the B3 and Euronext Amsterdam. According to item IV of article 6 of the ANBIMA Code of Regulation and Best Practices for Public Offerings for Distribution and Acquisition of Securities ("ANBIMA Code"), the institutions associated with ANBIMA should participate only in public offerings involving securities issued by listed companies which have adhered, or have committed to adhere within six months of the first distribution announcement, to at least the Level 1 segment of the "Special Corporate Governance Practices" of the B3. Considering that formal adherence to any of the levels of "Special Corporate Governance Practices" of the B3 is only allowed to Brazilian listed companies, PPLA Participations could not file for adherence as it is a foreign company.

Despite the impossibility of formal adherence by PPLA Participations to the "Special Corporate Governance Practices" of the B3, PPLA Participations understands that adopt high corporate governance standards and voluntarily comply with certain requirements imposed to the companies listed on the Level 1 segment. For more information on the corporate governance practices adopted by the Companies, see section 12 of the Companies’ Reference Forms available on this website in the section CVM Filings.

Rights and Advantages of BDRs

The BDRs representative of PPLA Participations’ Shares (PPLA) guarantee their holders the rights, advantages and restrictions granted to holders of shares issued by PPLA Participations, of the same class and type, in accordance with PPLA Participations’ Bylaws and the law of Bermuda.

The BDRs representative of Class A shares have the following main rights:

  • the right to one vote in the shareholders’ meeting and in matters requiring the approval of class A shares issued by PPLA Participations as a single class, namely: (i) any resolution by PPLA Bermuda Holdco (or any other company of the group which holds Interests as a Silent Partner in PPLA Investments), in its capacity as a Silent Partner in PPLA Investments, regarding special matters as established in the Bylaws of PPLA Participations, (ii) any resolution by PPLA Bermuda Holdco (or any other company of the group which holds Interests as a Silent Partner in PPLA Investments), to approve any amendment to the articles of incorporation of PPLA Investments which would increase the obligations or responsibilities of PPLA Bermuda Holdco (or any other company of the group) and (iii) any amendment, revocation or other amendments to articles 2, 3, 4, 5, 6 , 10.2 (a), 21 or 79 of the Bylaws of PPLA Participations;
  • equal and proportional sharing of the dividends declared by the Board of Directors of PPLA Participations; and
  • in the event of dissolution or winding-up of PPLA Participations, the right to share, equally and proportionally, the surplus assets of PPLA Participations.

The BDRs representative of Class B shares have the following main rights and restrictions:

  • do not have the right to vote and participate in shareholders’ meetings;
  • equal and proportional sharing of the dividends declared by the Board of Directors of PPLA Participations; and
  • in the event of dissolution or winding-up of PPLA Participations, the right to share, equally and proportionally, the surplus assets of PPLA Participations.