Novo Mercado: The highest standard of governance, transparency, and value for investors seeking
excellence in the capital markets.
YDUQS Participações, following the best corporate governance practices and aiming at
creating value for its shareholders, approved in a Special Shareholders' Meeting (06/13/2008) a
migration from Level 2 to the Novo Mercado, in addition to changes in the Articles of Incorporation
to meet the requirements of the Novo Mercado. YDUQS fully complies with the rules of the Novo
Mercado, which require, in addition to current legal obligations, compliance with the following
requirements, among others:
- Capital Structure:
The capital stock must be fully represented by common shares to ensure voting rights to all
shareholders.
- Minority Shareholder Protection (Tag Along):
In the event of a sale of control, the acquirer must prepare a tender offer (TO) to the other
shareholders and offer the same price per share paid by the controlling block.
- Governance and Internal Controls:
i. The company must maintain an Internal Audit department, a Compliance role and an Audit Committee
(as provided in the Articles of Incorporation or otherwise).
ii. The Board of Directors must have at least 20% or two independent directors (whichever is
greater), with a term of office limited to two years. YDUQS has a 100% independent Board of
Directors.
- Free Float and Liquidity:
The company must maintain at least 25% of shares outstanding (free float) - or 15% if the average
daily trading volume (ADTV) exceeds BRL 25 million. Yduqs currently holds over 90% of the
outstanding shares.
- Withdrawal from the Novo Mercado:
If it chooses to delist, the company must carry out a fair value tender offer, which must be
accepted or agreed to by at least 1/3 of the shareholders
- Mandatory Policies and Disclosures:
i. The company must develop and disclose policies regarding: Compensation; The appointment of
members of the Board of Directors and Supervisory Board, as well as advisory committees and
executive board pursuant to the Articles of Incorporation; Risk management; Related party
transactions; and Trading of securities.
ii. The company must disclose the Annual assessment of its Board of Directors, its committees, and
the executive board.
- Transparency and Disclosure:
The company must publish relevant facts, information on earnings and earnings releases in both
Portuguese and English, simultaneously, as well as the Annual Assessment of the Board of Directors,
its committees, and the executive board. Furthermore, it must adopt mechanisms for engaging
shareholders in shareholders' meetings, such as allowing for remote voting and participation
through proxies.
