Corporate governance differentiated practices
PPLA Participations shares that back the units are listed on B3 and Euronext Amsterdam. Under item IV of article 6 of the ANBIMA Code of Regulation and Best Practices for Public Offerings and Acquisition of Securities ("ANBIMA Code"), ANBIMA member institutions should participate only in public offerings involving securities issued by public companies that have adhered, or committed to adhere within six months from the first distribution announcement, to at least Level 1 of B3's "Differentiated Corporate Governance Practices". Since formal adherence to any level of B3's practices is only available to Brazilian public companies, PPLA Participations, as a foreign company, could not apply for adherence.
Although PPLA Participations cannot formally adhere to B3's "Differentiated Corporate Governance Practices", it believes it maintains high corporate governance standards and voluntarily complies with certain requirements applicable to Level 1 listed companies. For further information on governance practices adopted by the companies, see section 12 of their reference forms available on this website under CVM documents.
Rights and benefits of the BDRs
BDRs representing PPLA Participations shares (PPLA) grant holders the rights, benefits and restrictions attached to holders of shares of the same class and type issued by PPLA Participations, as provided in the bylaws of PPLA Participations and Bermuda law.
For Class A share BDRs, the following rights are highlighted:
- the right to one vote at the general meeting and on matters requiring approval of Class A shares as a single class, including (i) any determination by PPLA Bermuda Holdco (or another group company with passive partner interests in PPLA Investments), as passive partner in PPLA Investments, on special matters set forth in the bylawsof PPLA Participations; (ii) any determination by PPLA Bermuda Holdco to approve changes to PPLA Investments' partnership agreement that increase obligations of PPLA Bermuda Holdco (or another group company); and (iii) any amendment or revocation of articles 2, 3, 4, 5, 6, 10.2(a), 21 or 79 of the bylaws of PPLA Participations;
- equal and pro rata sharing of dividends declared by the board of directors of PPLA Participations; and
- in a winding-up or liquidation of PPLA Participations, equal and pro rata rights to any surplus assets.
For Class B share BDRs, the following rights and restrictions apply:
- no voting rights or participation in the general meeting;
- equal and pro rata sharing of dividends declared by the board of directors of PPLA Participations; and
- in a winding-up or liquidation of PPLA Participations, equal and pro rata rights to any surplus assets.