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CHAPTER I - COMPANY NAME, HEAD OFFICES, CORPORATE PURPOSE AND TERM OF DURATION
Article 1: BOMBRIL S.A. is a stock company governed by these Bylaws and by pertinent legal provisions.
Article 2: The Company has its head offices and its legal forum in the City of São Bernardo do Campo, State of São Paulo, that by resolution of the Staff of Officers, may amend the address of its head offices, open or close branch offices, agencies, warehouses, offices, department, as well as appoint representatives in any part within the Brazilian territory of abroad.
Article 3: The Company has as purpose:
(a) the industry and trade, by its own or by third parties, of domestic sanitizing products and alike, such steel wool pads; preparations and substances to whitewash, aromatize, clean, polish, degrease, rub, unblock; of industrial chemical products, of tools, wire artifacts, general iron and steel; of general industrial machines; of cardboard and plastics; of general packages;
(b) the general graphic and lithographic printing;
(c) the activities of cleaning, maintenance and treatment of materials;
(d) the industry and trade of personal hygienic products and dressing room, in the liquid, pasty or creamy form;
(e) the import and export, as well as purchase and sale in the Brazilian market, by its own or by third parties, of general industrial, cattle-breeding and mineral products;
(f) the representation of other companies, Brazilian or foreign companies, by its own or by third parties or under any form allowed by law; and
(g) the participation in other companies as partner or shareholder.
Article 4: the term of duration of the Company is indefinite.
CHAPTER II - CAPITAL STOCK, SHARES AND THEIR DISTRIBUTION
Article 5: The subscribed and paid up stock capital, within the limit of authorized capital, pursuant to the provisions of the sole paragraph of this article, is of R$ 795,142,427.64, represented by 54,064,589 shares, being 20,000,000 common shares and 34,064,589 preferred shares, all of which without par value.
Sole Paragraph: The Company is authorized to proceed the increase of the capital stock, irrespective of the statutory reform, up to the limit of 60,000,000 of shares, divided in 20,000,000 of common shares and 40.000.000 of preferred shares.
Article 6: Each registered common share grants a right to one vote in the resolutions of the General Meetings.
Article 7: The preferred shares do not have voting right, however, they have the following advantages: (a) priority in the reimbursement of the capital, without premium, in the event of liquidation of the Company; (b) priority in the receiving of the mandatory legal dividend; and (c) guaranty of a dividend ten percent (10%) superior to the dividend paid to shareholders holding common shares.
Sole Paragraph: By resolution of the Board of Directors, the Company may issue, up to the limit of two thirds (2/3) of the total of issued shares, new preferred shares in different classes, including with redemption or amortization clause, being forbidden the conversion into common shares. The Board of Directors may, within the limit of authorized capital, propose the issuance of preferred shares of any class and kind, in accordance with these Bylaws.
Article 8: In increases of capital, upon subscription or conversion of securities or credits in shares, the General Meeting may set forth dividends calculated pro rata tempore to new subscribed shares.
Paragraph 1: within the limit of authorized capital, the Board of Directors is the competent agency to resolve and set forth the general conditions for issuance of new shares, upon public or private subscription.
Paragraph 2: The Board of Directors, within the limit of authorized capital, may resolve to issue, without preemptive right to current shareholders, or with a estimate of term for the exercise of the preemptive right lesser than thirty (30) days, shares and debentures convertible into shares, or subscription bonus, whose placement is performed upon sale in stock exchange or public subscription or exchange by shares, in public offer of acquisition of control of the company.
Article 9: The common and preferred shares will be issued by the book entry shares system.
Sole Paragraph: The costs and expenses related to the services of administration and transfer of ownership of shares will be the issuer’s responsibility.
Article 10: The Company, by resolution of the Board of Directors, may acquire its own shares for cancellation, permanence in treasury or further purchase or disposal, provided that up to the balance amount of profit and reserves, except the legal amount, in accordance with the applicable legal provisions and regulations.
Article 11: The conditions of redemption or amortization of one or more classes of preferred shares shall be submitted to the approval of the majority of the shareholders, gathered in Special General Meeting, and shall be ratified in Special Meeting of the shareholders of types and classes impacted within one (1) year.
CHAPTER III - ADMINISTRATION
Article 12: The administration of the Company is responsibility of the Board of the Directors, as resolution agency and to the Staff of Officers as executive agency, whose members will be legal individuals. The members of the Board of Directors must be shareholders, resident in the country or abroad. The members of the Staff of Officers may be shareholders or not, but they must be resident in the country.
Paragraph 1: The members of the Administration will assume their titles through a term of office drawn up and executed in proper book and they will remain in their titles until the election and term of office of their successors.
Paragraph 2: The term of office shall contain, under penalty of nullity, the indication of, at least, on domicile in which the administrator will receive service of process in administrative and judicial proceedings related to the acts of its administration.
Paragraph 3: The General Meeting will determine the global remuneration to be ascribed to the members of the Board of Directors and the Staff of Officers. The Board of Directors will distribute, in meeting, the remuneration between the members of each administration agency.
Article 13: TThe Board of Directors will be comprised by, at least, four (4) and, at maximum, thirteen (13) members, whether domiciled in the country or not, all of them with a term of office of two (2) years, elected by General Meeting and disposed by it at any time, being allowed the reelection
Paragraph 1: The Board of Directors will have a Chairman elected by his/her colleagues, in meeting.
Paragraph 2: In his/her temporary absences or hindrances, the Chairman of the Board of Directors will be replaced by an Directors appointed by him/her.
Paragraph 3: In the event of vacancy in the title of Director, a substitute will be appointed by the remaining Directors. In the event of vacancy in the majority of titles, a General Meeting will be gathered for filling these vacant titles.
Paragraph 4: The Director must have a incorrupt reputation, that may not be elected, except exemption of General Meeting, the one who: I - holds title in companies that may be considered as competitors in the market, especially, in advisory, administration or audit boards; and II - has interests conflicting with the interests of the Company.
Paragraph 5: The evidence of compliance of the conditions set forth in the previous paragraph of this article will be performed through declaration, executed by the elected Director, under the terms defined by the Brazilian Securities Commission.
Article 14: The Chairman of the Board of Directors is responsible to:
(a) represent the Board of Directors; and
(b) start and preside the General Meetings and meetings of the Board of Directors.
Article 15: The Board of Directors will be gathered regularly twice a year, within the first four months and in the first month of the third quarter and, specially, always that it is summoned.
Paragraph 1: The meetings of the Board of Directors shall be summoned by its Chairman, in the event of hindrance or absence, by its statutory substitute, or by any two (2) Directors.
Paragraph 2: The summoning of meetings of the Board of Directors will be performed by written form, at least, with eight (8) days in advance, by letter, telegram, or telefax, that in addition to mention the place, date and time of the meeting, it shall contain a summary of the agenda.
Paragraph 3: The Board of Directors will solely resolve regarding the subjects in the summary of the agenda, unless all members of the Board of Directors, attending or represented, decide, unanimously, to include new subjects.
Paragraph 4: The formalities provided in the paragraphs 1 to 3 of this article may be exempted if all members of the Board of Directors are attending or represented in the meeting.
Paragraph 5: The quorum for the start of the meetings of the Board of Directors, in first summon, is of eighty percent (80%) of its current members. In the absence of such quorum in first summon, there may be a second summon, to be performed in the same date of the meeting cancelled by lack of quorum. In second summon, the meeting of the Board of Directors shall be performed after the period of, at least, five (5) days and, at maximum, eight (8) days, from the meeting cancelled by lack of quorum, and it may be started with the attendance of the majority of the current Board of Directors.
Paragraph 6: Any Director who sends its vote by written form to the Chairman of the Board of Directors will be considered as an attending Director. The Director represented by other member of the Board of Directors will also be considered as an attending Director, provided that such other member is duly appointed by specific power of attorney.
Paragraph 7: The Director that is representing other member of the Board of Directors will pronounce a vote in its own name and on behalf of the Director that appointed him/her.
Paragraph 8: The resolutions of the Board of Directors will be taken by the majority of the votes of the current members attending the meeting, except in the event of special quorum, required by law or by these Bylaws. Each Director is entitled to one vote and, in the event of draw, the Chairman of the Board of Directors, in addition to his/her own vote, is entitled to a casting vote.
Paragraph 9: From the meetings of the Board of Directors, minutes will be drawn up in proper book, of which shall be executed by all attending or represented Directors. The minutes that bear a resolution destined to produce effect before third parties will be filed in the trade board e published in the press.
Article 16: The Board of Directors is responsible to: (a) determine the general guidance of social business; (b) elect and dispose Officers, granting to them powers, responsibility limits, attributions and form by which they will represent the Company, in accordance with the legal provisions and these Bylaws; (c) inspect the administration of the Officers, verify, at any time, the books and documents of the Company, request information on entered into agreements or to agreements to be entered into and any other acts; (d) summon the General Meeting, when it considers convenient; (e) determine the maximum level of indebtedness of the Company; (f) approve an annual budget, as well as any amendment introduced in the fiscal year; (g) manifest, at the end of each fiscal year, on the Management’s Report and the accounts of the Staff of Officers; (h) choose and dispose independent auditors; (i) approve the issuance, to the current shareholders or to third parties, shares of the Company or any of its owned companies and affiliates, as well as the exception of issuance resulting from capitalization of the reserve accounts of monetary adjustment indexation of the capital stock and other compulsory reserves, in addition to resolve and authorize the issuance and placement of shares and any other securities; (j) authorize the acquisition of shares and any other securities issued by the Company for permanence in treasury, its cancellation or its further disposal; (k) manifest on the acquisition, as well as disposal or transfer, at any title, of shares or quotas of other companies held by the Company; (l) authorize the issuance of promissory notes destined to public offer; (m) authorize the contract of a financial institution administrator of book entry shares; (n) authorize the disposal, purchase, assignment and levy, including the transfer, at any title, of brands, patents, know-how and technology, as well as the acquisition of goods from other companies integral part of their assets; (o) authorize operations in the future, option and derivative markets; (p) authorize the disposal or levy, at any title, of goods of the fixed assets, as well as investments not estimated in an approved budget, of amount equal or superior, totally or partially, to one hundred thousand Brazilian Reais (R$ 100,000.00); (q) authorize the levy of goods and granting of warranties to third parties, such as licenses, avals, mortgages, escrow and pledges, unless avals in paired financial operations, warranted account and "hot money", of amount equal or superior, totally or partially, to ten million Brazilian Reais (R$10,000,000.00) and any other warrants granted to guarantee obligations of affiliates, related, controlled or controller companies, as set forth in the sole paragraph of the Article 22 of these Bylaws; (r) to determine the policy for payments of dividends or interest on remuneration of the proper capital, of the Company and the companies controlled and affiliated to it, and determine the payment of dividend or payment of interest on remuneration of the proper capital, quarterly and/or intermediary periods, in any fiscal year; (s) authorize the reconstruction and refund of the securities issued by the Company; (t) authorize the sale or acquisition of assets of the Company and/or affiliates and controlled companies, in material substantial amount and when it is not estimated in the annual budget; (u) resolve on the issuance of simple debentures, non convertible in shares and without real warrant, as well as on the period and conditions of maturity, amortization ad redemption, in addition to the mode of subscription or placement, and the kind of debentures.
Article 17: The Staff of Directors will be comprised of, at least, two (2) and, at maximum, twelve (12) members, all of them with term of office of one (1) year, elected by the Board of Directors and disposed by it, at any time, allowed the reelection. Among the Officers, one will be designated Chief Executive Officer, the other will be designated Superintendent Officer and the remaining members will have the designation ascribed to them by the Board of Directors, if it considers convenient.
Article 18: The Chief Executive Officer will be replaced by the Superintendent Officer in his/her temporary absences or hindrances. The other Officers will substitute mutual and cumulatively in the performance of his/her duties in the event of temporary absences and/or hindrances.
Sole Paragraph: In the event of vacancy, for any reason, of the title of Chief Executive Officer, the Board of Directors shall proceed to a new election within five (5) days from the event. In the event of vacancy of the other titles of Officer, the Board of Directors will be responsible for selecting for the exercise of cumulative title among the remaining Officer or proceed to a new election.
Article 19: The Staff of Officers will be responsible for the active and passive representation of the Company, in accordance with the Board of Directors determines in a meeting.
Paragraph 1: The Officers will have attributions, duties, powers and responsibility in accordance with the Board of Directors determined in a meeting.
Paragraph 2: The staff of Officers is also responsible for the administration of the general social business and the performance, for such, of all acts required or convenient, unless those acts that is by law or by these Bylaws, the responsibility of the General Meeting or the Board of Directors. Its powers includes, but not limited to, among others, powers sufficient for:
(a) manage the compliance of the law and these Bylaws;
(b) manage the compliance of the resolutions taken in General Meetings, Board of Directors’ Meetings and its own meetings;
(c) administrate, manage and superintend social business;
(d) resolve on the change of address of the head offices, opening and closing of branch offices, warehouses, agencies, etc., and
(e) issue and approve internal instructions and regulations.
Article 20: The Staff of Officers will be gathered when it is summoned by the Chief Executive Officer, by any two Officer or by the Board of Directors, through registered letter, which will be exempted if all Officers are attending the meeting.
Paragraph 1: The Staff of Officers will resolve with the attendance of the simple majority of its members and its decisions will also be taken by simple majority, and the Chief Executive Officer or his/her substitute will be responsible, in addition to the common vote, the casting vote.
Paragraph 2: Any Officer may be represented in meetings by other Officer, duly constituted as attorney-in-fact, or may vote by letter, telex or fax, telegram or any other written form, being considered attending the Officers that choose this modality.
Paragraph 3: From the meeting of the Staff of Officers, the minutes will be drawn up and executed in proper book. The minutes that contain the resolution destined to produce effects before third parties will be filed in the Trade Board and published in the press.
Article 21: The Company may appoint attorneys-in-fact, provided that the respective power of attorneys must contain the acts and operations that may be performed, as well as the term of duration, which may not exceed one (1) year, unless when it is ad judicia powers or for defense of the interests of the Company in administrative proceedings. In the appointment of attorneys-in-fact, the Company will always be represented by two Officers.
Article 22: It is expressly forbidden, being nule and void in relation to the Company, the acts of any officers, attorneys-in-fact or employees, that involve the Company in obligations related to business or operations foreign to its corporate purpose, such as warranty, avals, mortgages, escrows, pledges, endorsements and any other warranties to third parties, unless when it is expressly authorized by the Board of Directors, in meeting, as set forth in the item "q" of the article 16 of these Bylaws.
Sole Paragraph: It is not included in this prohibition, the rendering of warranties to controlled or affiliated companies or contained in the same economical group of the Company, or to transactions in which its controlled or affiliated companies or contained in the same economical group have any interest, even indirect.
Article 23: The Audit Committee of the Company will work permanently, and it will be integrated by, at least, three (3) and, at maximum, five (5) effective members and equal number of substitutes, elected by General Meeting and disposed by it at any time.
Paragraph 1: The members of the Audit Committee and their substitutes will have a term of office of one (1) year, being allowed the reelection. The members of the Audit Committee will assume their titles through a term of office drawn up and executed in proper book and they will remain in their titles until the election and term of office of their successors.
Paragraph 2: The remuneration of the members of the Audit Committee will be determined by the General Meeting that elect them, in accordance with the provisions of Law.
Paragraph 3: The Audit Committee will approve the Internal Rules to set forth the rules and conditions of its working.
CHAPTER IV - ANNUAL GENERAL MEETING
Article 24: The Annual General Meeting shall be held within the first four (4) months of each year, from the end of the fiscal year and the Special General Meeting shall be held always that the interests of the Company so require.
Paragraph 1: The General Meetings will be summoned and presided by the Chairman of the Board of Directors or his/her attorney-in-fact or by a substitute appointed by him/her, who selects a secretary. In the absence or hindrance of the Chairman of the Board of Directors or his/her attorney-in-fact or substitute, the Chairman and the Secretary of the Meeting will be selected by the attending shareholders.
Paragraph 2: the Company may suspend the transfers of shares before the holding of General Meetings, for the term set forth by Law.
Paragraph 3: The shareholder may be represented by attorney-in-fact that submits the respective power of attorney in the head offices, at least, three (3) days before the scheduled date of the General Meeting.
CHAPTER V - FISCAL YEAR AND DESTINATION OF EARNINGS
Article 25: The fiscal year starts on January 01 and ends on December 31 of each year. At the end of each fiscal year, the Staff of Directors will produce the Financial Statements set forth by law.
Article 26: The following installments from the result of the annual, quarterly or lesser period fiscal year will be deducted, assessing the net profit:
- Accumulated losses; and
- provision for income tax.
Article 27: The net profit shall have the following destination: (a) five percent (5%) shall be destined to the constitution of Legal Reserve, which shall not exceed twenty percent (20%) of the Capital Stock; (b) twenty-five percent (25%), adjusted pursuant the provisions of the article 202 of Law no. 6.404/76, shall be distributed and paid to the shareholders as legal mandatory dividend, or by proposal of the administration agencies as interest, as remuneration of own capital; (c) ten percent (10%), at maximum, shall be destined to the constitution of the reserve for future investments, which has as purpose to foster the investments of the Company in new products and in the enlargement of the production lines of the Company, provided that the amount in this reserve may not exceed eighty percent (80%) of the capital stock; and (d) the balance shall have the destination resolved by General Meeting.
Article 28: The Company will cause to produce quarterly financial statements, it may distribute intermediary dividends or proceed to the payment of interest as remuneration of own capital based on such statements, upon approval of the Board of Directors.
Sole Paragraph: The Company may distribute intermediary dividends or pay interests as remuneration of own capital to the account of accumulated profits or reserves of existent profit in the last annual or quarterly balance sheet, upon approval of the Board of Directors.
Article 29: The payment of dividends and/or interests and/or bonus in cash distributed, unless resolution to the contrary of the General Meeting, within sixty (60) days from the date of holding of the General Meeting that resolves on the destination of the net profit of the fiscal year and on the distribution of dividends and, in any case, within the fiscal year.
Article 30: The right to claim dividends expires in three (3) years, from the approval date of their distribution.´
CHAPTER VI - LIQUIDATION AND OMISSIONS
Article 31: The Company will be liquidated in accordance with the cases and under the form provided in Law.
Article 32: The omissions of these Bylaws will be regulated by the legislation in force.
CHAPTER VII - SHAREHOLDER‘S AGREEMENT
Article 33: The shareholders’ agreements on the purchase and sale of their shares, preference to acquire them, exercise of the voting right, or power of control shall be verified by the Company when they are filed in the head offices."