How to adhere

The Brazilian public companies will only be bound under the Panel Code upon adhering to the regulatory and supervisory authority of the Panel. To do so, it is needed to have the bylaws amended for including Provisions of:

  1. Provisions of adherence to the Authority of the Panel. Click here;
  2. Material Ownership Tender Offer (no less than 20% and no more than 30% of the shares of voting stocks), according to the Panel Code, with a ban on any other provision in regard to this type of Tender Offer.

The directors, officers and controlling shareholders, as well as the fiscal council members and the members of any bylaws-mandated technical or advisory committees will be required to sign formal Statement of Adherence to submit themselves to the authority of the Panel. The intermediary institution (within the meaning of article 7 of Brazilian Securities Commission Ruling 361 dated March 5, 2002), in the agreement with the Offeror, must include a provision pursuant to which the institution commits to mold this actions to the dispositions of the Panel Code. The valuation experts selected for the asset valuations must deliver a signed statement which includes a representation to the effect that they have agreed to observe the Panel Code and to defer to the supervisory authority of the Panel and act according to the Panel decisions.



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