STOCKHOLDERS AGREEMENT BETWEEN ALEXANDRE G. BARTELLE PARTICIPAÇÕES S.A. VERONA NEGÓCIOS E PARTICIPAÇÕES S.A. GRENDENE NEGÓCIOS S.A. GRENDENE S.A.

Transcription

1 STOCKHOLDERS AGREEMENT BETWEEN ALEXANDRE G. BARTELLE PARTICIPAÇÕES S.A. VERONA NEGÓCIOS E PARTICIPAÇÕES S.A. GRENDENE NEGÓCIOS S.A. GRENDENE S.A. AND CERTAIN CONSENTING PARTIES

2 STOCKHOLDERS AGREEMENT By this Stockholders Agreement ( the Agreement ), dated October 6, 2004, the parties: a. ALEXANDRE G. BARTELLE PARTICIPAÇÕES S.A., a corporation with head office at Rua da Consolação 247, 6 th Floor, Suite 19-G, Centro, CEP , São Paulo, São Paulo State, registered in the CNPJ/MF under No / , herein represented in accordance with its by-laws ( AGBPar ); b. VERONA NEGÓCIOS E PARTICIPAÇÕES S.A., a corporation with head office at Avenida Pedro Grendene 131, Suite 15, Volta Grande, Farroupilha, in the State of Rio Grande do Sul, registered in the CNPJ/MF under No / , herein represented in accordance with its by-laws ( Verona ); c. GRENDENE NEGÓCIOS S.A., a corporation with head office at Rua da Consolação 247, 6 th Floor, Suite 25-G, Centro, São Paulo, SP, registered in the CNPJ/MF under No / , herein represented in accordance with its by-laws ( Grendene Negócios and, when referred to jointly with AGBPar and Verona, Stockholders ); e. GRENDENE S.A., a corporation with head office at Avenida Pimentel Gomes 214, Sobral, Ceará, registered in the CNPJ/MF under No / , herein represented in accordance with its by-laws ( the Company ); and, as consenting parties: f. ALEXANDRE GRENDENE BARTELLE, Brazilian, single, entrepreneur, bearer of identity card RG SSP/RS, registered in the CPFIMF under No , with office at Avenida Pedro Grendene 131, Suite 15, Volta Grande, Farroupilha, Rio Grande do Sul ( Alexandre ); g. PEDRO GRENDENE BARTELLE, Brazilian, married, entrepreneur, bearer of identity card RG SSP/RS, registered in the CPF/MF under No with office at Avenida Pedro Grendene 131, Suite 15, Volta Grande, Farroupilha, Rio Grande do Sul ( Pedro ); h. ÉLIDA LURDES BARTELLE, Brazilian, divorced, entrepreneur, bearer of identity card RG SSP-RS, registered in the CPF/MF under No /34, with office at Avenida Pedro Grendene 131, Suite 15, Volta Grande, Farroupilha, Rio Grande do Sul ( Élida ); i. MARIA CRISTINA NUNES DE CAMARGO, Brazilian, divorced, lawyer, bearer of identity card RG SSP-SP, registered in the CPF/MF under No /03, with office at Avenida Pedro Grendene 131, Suite 15, Volta Grande, Farroupilha, Rio Grande do Sul ( Maria Cristina, and, when jointly with Alexandre, Pedro and Élida, the Consenting Parties ); WHEREAS, on today s date each one of the stockholders and Consenting Parties is legitimate owner of a number of common shares issued by the Company ( Shares ) identified in APPENDIX I; WHEREAS the stockholders intend to establish the reciprocal rights and obligations that shall govern the exercise, by them, of the Power of Control of the Company; They have agreed to enter into this Agreement, which is governed by the following terms: Clause 1.1. following meanings: CLAUSE ONE DEFINITIONS Definitions. For the purposes of this Agreement, the terms below shall have the

3 Bound Shares means the Shares held individually by each one of the Stockholders, as indicated in Appendix I, and all such shares as (a) come to be subscribed as a result of the right of preference relating to the Bound Shares, whether for subscription of new Shares or securities (or securities convertible into Shares or which enable the subscription of new Shares), or (b) are issued by reason of a bonus, reverse split or split of the Bound Shares. Affiliate means: (i) any legal entity over which the Stockholder (directly or indirectly) exercises the Power of Control; (ii) any legal entity which is under the same Power of Control as the Stockholder; or (iii) any legal entity or individual person that holds (directly or indirectly) the Stockholder s Power of Control. BOVESPA is the São Paulo stock exchange. Control Block means the block formed by the Stockholders, under the terms of this Agreement, which, jointly, exercise the Power of Control of the Company. CVM means the Comissão de Valores Mobiliários. Power of Control means the power actually used to direct the corporate activities and to orient the functioning of the bodies of the Company, directly or indirectly, in fact or in law. There is relative presumption of possession of the Power of Control in relation to a person, or group of persons, bound by a Stockholder s Agreement or under common control, that owns shares that have given such person or group the absolute majority of votes of the stockholders present in the 3 (three) last prior general meetings of the Company, even if such person or group is not the owner of the shares that give it the absolute majority of the voting capital. Regulations of the Novo Mercado means the regulations of the Novo Mercado segment of the BOVESPA. Prior Meeting means the meeting of the Stockholders, regulated in Clause Four, that must occur prior to the General Meetings of Stockholders to determine the content of the vote of the Bound Shares in the related General Meeting of Stockholders. CLAUSE TWO OBJECT OF THE AGREEMENT Clause 2.1 Object of the Agreement. The object of this agreement is to establish the reciprocal rights and obligations of the Stockholders of the Company, in their condition as representatives of the Control Block of the Company, and it shall orient the exercise, by the Stockholders, of the Power of Control of the Company. CLAUSE THREE BASIC PRINCIPLES OF THE COMPANY; STATEMENT BY THE STOCKHOLDERS Clause 3.1 Fundamental Principles of the Company. The Stockholders shall exercise their vote and the Power of Control in such a way as to seek that the Company shall achieve a high level of productivity, profitability and competitiveness, and also sustainable growth of its business, in a professional, transparent and ethical manner. Clause 3.2 Ownership of the Shares. Each one of the Stockholders and Consenting Parties warrants that it is the legitimate owner of the number of Bound Shares, or (as the case may be) of Shares, identified in APPENDIX I, and that these shares are (as the case may be, and except as specified in this Agreement) free of and unencumbered by any legal or extrajudicial burden, lien, charge, pending matter or proceedings, or debts or restrictions of any type, on their free transfer ( Encumbrances ).

4 CLAUSE FOUR EXERCISE OF THE POWER OF CONTROL BY THE STOCKHOLDERS Clause 4.1 Votes in accordance with this Agreement. Each one of the stockholders agrees to vote and cause its representatives to vote at all and every Prior Meeting and General Meeting of stockholders of the Company ( General Meetings ), strictly in accordance with the provisions of this Agreement, in such a way as to achieve full compliance with and full effect for all of its terms and conditions. The Consenting Parties undertake to take all the measures within their power to enable the Stockholders to comply with the provisions of this Clause 4.1. Clause 4.2 Prior Meeting. Prior to each General Meeting, a Prior Meeting shall be called and held to decide on the matters contained in the agenda of such General Meeting, which shall be drafted in accordance with the following rules: a. Convocation. Provided that the General Meeting has been duly called, the Prior Meeting shall take place independently of convocation. Unless agreed otherwise by the Stockholders present at the Prior Meeting, no matter may be discussed in it which is not on the agenda of the respective General Meeting. b. Place of Meeting. The Prior Meeting should be held at the head office of the Company, unless any other place is previously agreed in writing by all the Stockholders. c. Time. The Prior Meeting shall be held, on first convocation, at 2 p.m. on the business day immediately prior to the General Meeting and, on second convocation, at 5 p.m. on the business day immediately prior to the date of the General Meeting, unless another time is previously agreed by all the Stockholders. d. Participation. Stockholders whose representative takes part in the Prior Meeting physically, or through video conference or by telephone, shall be considered as being present, including for the purposes of determination of the quorum required for the meeting to be in session. Participation of only 1 (one) representative for each Stockholder shall be allowed. Unless otherwise previously agreed by all the Stockholders, the Prior meeting shall be presided over by the representative of AGBPar and the secretary shall be the representative of Verona. e. Quorum for being in session. The Prior Meeting shall be in session, on first convocation, when all the Stockholders are present and, on second convocation, when there is such quorum as is necessary for approval of the matters, as indicated in Clause 4.2(f). f. Quorum for decision. In the Prior Meeting, one vote shall be attributed to each Bound Share owned by the respective Stockholder. For the approval of any matter, the affirmative vote of stockholders representing at least 50.01% (fifty point zero one per cent) of the Bound Shares shall be required (subject to the provision of Clause 4.2(j)). g. Minutes. In the Prior Meeting, minutes shall be written, which shall be signed by as many parties as are necessary for the quorum for decision referred to in Clause 4.2(f) to be reached. A Stockholder that is not physically present at the Prior Meeting may manifest agreement with the content of the minutes in writing, by sending of a message by fax or to the location where the Prior Meeting is held, and the related minutes shall be subsequently signed by such Stockholder. The minutes and the confirmations in writing shall be filed at the Company and shall be strictly obeyed by the Company in the respective General Meeting.

5 h. Binding of the Stockholders. Each one of the Parties agrees that the decisions taken in the Prior Meeting shall bind the vote of all the Stockholders in the respective General Meeting, and the Stockholders shall vote in block in such General Meeting, in accordance with such decisions. Each one of the Stockholders undertakes to cause its/his/her respective representatives in the General Meetings to vote in accordance with the decision approved by the Prior Meeting, as regulated in this Clause 4, independently of whether or not they attended the Prior Meeting and whether or not they voted in favor of the decision at the Prior Meeting. The committee of the General Meeting of Stockholders shall be obliged not to register any votes not in agreement with the decisions of the Prior Meeting and to register the votes of such Stockholders as are absent from the General Meeting, to the same effect as the decision of the Prior Meeting. Any exercise, by any of the Stockholders, of the right of vote in the General Meetings that is not in accordance with the decisions approved at the Prior Meeting, or with the other applicable provisions of this Agreement, shall result in nullity of the vote cast. Without prejudice to the provisions of this Clause 4.2(h), non-attendance at the General Meeting, and abstentions from vote by any one of the Stockholders, shall give to any one of the other Stockholders the right to vote, in accordance with the decisions of the Prior Meeting, with the Bound Shares belonging to such stockholder as has not complied with the obligation of voting in accordance with the decisions of the Prior Meeting, and such other Stockholder shall make clear, and cause it to be stated in the minutes of the General Meeting, that it has acted in this way based on this Clause 4.2(h). i. Suspension of the General Meeting. If the Prior Meeting does not take place, the Stockholders must vote jointly at the General Meeting for the General Meeting to be suspended. In this event the Stockholders must carry out the Prior Meeting in the shortest period of time possible, for the suspension to cease to be in effect. Clause 4.3 AGBPar and Grendene Negócios. If Alexandre should cease to have legal capacity, or should die, provided that Pedro is fully capable and has the Power of Control of Verona, during the 5 (five) first years following the death or the loss of legal capacity of Alexandre, the Stockholders AGBPar and Grendene Negócios shall exercise their right of vote in accordance with the votes to be given by Verona at the General Meetings and Prior Meetings of the Company. CLAUSE FIVE VARIOUS PROVISIONS Clause 5.1 Period of validity. This Agreement comes into effect on today s date and shall continue in effect until October 17, It may be rescinded when there is statement of will to this effect, in writing, by Stockholders representing at least 50.01% (fifty point zero one per cent) of the Shares. Clause 5.2 Conditions precedent. The provisions of this Agreement shall come into effect from the date of publication of the Announcement of Start of Secondary Public Distribution of Shares relating to the first secondary public offer of shares issued by the Company to be held after obtaining of its registry as a listed company with the CVM ( the Commencement Announcement ) or, independently of the occurrence of publication of the Commencement Announcement, at any time that there is agreement in writing between the Parties. Clause 5.3 Consenting Parties. The Company signs this Agreement, recognizing all its terms, undertaking to comply with all of its provisions and, especially, to register this Agreement in the terms of and for the purposes specified in the Corporate Law. The Company undertakes promptly to advise the Stockholders of any act, event or omission that could result in violation of this Agreement, and to take the measures necessary to keep this Agreement in force, and efficacious. The Consenting Parties sign this Agreement, recognizing all its terms, undertaking to comply with all of its provisions, to the extent that they are applicable to them.

6 Clause 5.4 Registry, and registry of additional matters. This Agreement shall be filed at the head office of the Company and at the head office of the Company, in accordance with and for the purposes specified in Article 118 of the Corporate Law. In the Company s book of registry of nominal shares, in the margin of the registry of the Shares, respectively, the following shall be caused to be written: The right of vote inherent in the shares represented by this Registry, and their transfer or the placing of any encumbrance upon them for any reason, are bound by and are subject to the Stockholders Agreement signed on October 6, 2004 between Alexandre G. Bartelle Participações S.A., Verona Negócios e Participações S.A. and Grendene Negócios S.A.. Clause 5.5 Specific Performance. In view of the nature of this Agreement, the Parties recognize that, in the event of default on the obligations assumed in it, any indemnity for losses or damages does not constitute sufficient reparation. Thus, and without prejudice to any losses or damages that may occur, any obligation referred to in this Agreement which is not complied with by any of the Parties may be the subject of proceedings for enforcement of specific performance, upon suppression or substitution, by the Courts, of any such act, vote or measure as is practiced, refused or omitted in such a way as to be not in compliance with the provisions of this Agreement, in accordance with the applicable provisions. The Parties, individually, shall be liable for any direct or indirect losses that they cause to any of each other, or to the Company, arising from default on the obligations specified in this Agreement. Clause 5.6 Arbitration. The Parties agree that any litigation or disagreement between the Parties that arises from and/or in relation to this Agreement which cannot be resolved in a friendly manner between the Parties within a period, not extendable, of 30 (thirty) days, shall be definitively resolved through arbitration ( Arbitration ), which shall be final and conclusive, binding the Parties and their successors and assigns, in accordance with [Law] 9307/96. The Arbitration shall be conducted by three arbitrators, deciding by majority of votes, who shall be chosen by the Parties (or in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) if there is not agreement between them or if one arbitrator is impeded). The arbitration shall be conducted in accordance with the said Rules of the ICC, and the arbitration judgment shall take place in the city of São Paulo, São Paulo State. The official language of the Arbitration shall be Portuguese and the applicable law shall be Brazilian law. Expenses relating to any dispute submitted to Arbitration and conducted in accordance with this Clause shall be paid by the losing Party, unless the arbitrators decide otherwise. Notwithstanding the provisions above, each party continues to have the right to seek relief from the judiciary: (a) to obtain provisional remedy for protection of rights prior to the setting up of the arbitration proceeding, and such measure shall not be interpreted as a waiver of the arbitration proceeding by the Parties; and (b) to enforce any arbitration decision, including the final decision. If it is necessary to obtain an interim remedy before the institution of the arbitration proceeding, the Parties choose the Courts of Farroupilha, in Rio Grande do Sul. The Parties recognize that any interim remedy obtained from the Judiciary must, necessarily, be reviewed by the Arbitration Tribunal (or Arbitrator), which then shall decide whether to maintain it, review it or overturn it. The Parties recognize that any arbitration order, decision or determination shall be definitive and binding, and the final judgment thereof shall constitute extrajudicial executive title. Clause 5.7 Amendments. No amendment to this Agreement shall bind the Parties unless it is made in writing and signed by all the Parties. Clause 5.8 Waiver. No waiver by any of the Parties in relation to any action for infringement of the provisions of this Agreement shall come into force or be binding unless it has been effected in writing and signed by such Party. Unless therein specified otherwise, such waiver shall not limit nor affect the rights of that Party in relation to any other infringement. Clause 5.9 Independence of the provisions. If any of the provisions of this Agreement becomes illegal or without effect, such provision shall be considered separated and eliminated from the present instrument, and such illegality or status of being without effect shall not affect the validity nor the enforceability of the rest of the Agreement. Clause 5.10 Communications. Any notification or communication required or permitted by this

7 Agreement shall be made in writing and considered received on the date of its transmission, if by fax, and on the date of actual receipt by the Stockholder notified, at the Stockholder s address, if sent by registered letter with advice of receipt, courier or telegram, whichever is the earlier. Notices shall be sent to the addresses contained in the preamble to this Agreement. In the event of alteration of address of any Party, such Party shall advise the other Parties of its new address, in the manner specified in Clause All communications and notices carried out in accordance with the provisions of this Agreement shall be sent with a copy to the Chairman of the Board of Directors of the Company, at the address of the Company indicated in the preamble to this Agreement. Clause 5.11 Assignment. Neither this Assignment nor any of its rights or obligations are transferrable by the Parties without the prior consent of the other Parties. This Agreement shall benefit and bind the Parties and their respective heirs, executors, legal representatives, successors and authorized assigns. Clause 5.12 Irrevocable nature of this Agreement. This Agreement is signed irrecoverably, binding and benefiting the Parties and their respective successors, heirs and authorized assigns. Clause 5.13 Applicable Law. This Agreement shall be governed and interpreted in accordance with the laws of the Federal Republic of Brazil and, in particular, in the event of default on the obligations herein specified, in accordance with Article 118 of the Corporate Law and Articles 461, 632, 639 and 640 of the Code of Civil Procedure. And being agreed and contracted, the Parties sign this Agreement in 8 (eight) copies of equal content, in the presence of the two witnesses identified below. Sobral, October 6, ALEXANDRE G. BARTELLE PARTICIPAÇÕES S.A. VERONA NEGÓCIOS E PARTICIPAÇÕES S.A. GRENDENE NEGÓCIOS S.A. GRENDENE S.A. ALEXANDRE GRENDENE BARTELLE PEDRO GRENDENE BARTELLE ÉLIDA LURDES BARTELLE MARIA CRISTINA NUNES DE CAMARGO Witnesses: Name: Fátima Jorge Der Name: Valéria Paludeti Freire R.G.: /SSP-SP R.G.: /SSP-SP CPF/MF: CPF/MF:

8 APPENDIX I SHARES AND BOUND SHARES HELD, RESPECTIVELY, BY THE STOCKHOLDERS AND BY THE CONSENTING PARTIES ON THE DATE HEREOF STOCKHOLDER NUMBER OF BOUND SHARES Grendene Negócios S.A. 20,100,000 Verona Negócios e Participações S.A. 24,000,000 Alexandre G. Bartelle Participações S.A. 30,000,000 CONSENTING PARTIES NUMBERS OF SHARES Alexandre Grendene Bartelle 13,900,002 Pedro Grendene Bartelle 8,505,586 Élida Lurdes Bartelle 1,747,200 Maria Cristina Nunes de Camargo 1,747,200