According to the Brazilian corporation law, neither Estácio´s by-laws nor actions taken at a shareholders´ meeting may deprive a shareholder of the following rights:
- The right to vote at the Company’s Annual Shareholders’ Meetings;
- right to annual dividend not less than 50% of the period‘s adjusted net income, pursuant to article 202 of the Lei das Sociedades por Ações (the Brazilian company law), as envisaged in the shareholders‘ agreement of the Company of June 4, 2008;
- In case of direct or indirect sale of the Company for valuable consideration, whether through a single or consecutive operations, the right to sell their shares under the same conditions guaranteed to the Controlling Shareholders (100% tag along rights);
- If the publicly-held company is delisted or its listing in the Bovespa’s Novo Mercado segment is cancelled, the right to sell shares through a public tender offer to be made by the Controlling shareholders, at the economic value of the shares as determined by the valuation report prepared by a specialized independent company with proven experience and chosen at the Shareholders’ Meeting, from a list submitted (in triplicate) by the Board of Directors. The cost of preparing said valuation report should be borne entirely by the Controlling Shareholders; and
- All other rights of Shares under the Bovespa’s Novo Mercado Regulations, the Bylaws of Estácio Participações and the Lei das Sociedades por Ações (Brazilian company law).