Banco Modal’s Units and shares are traded at B3 – Brasil, Bolsa, Balcão, as part of the Level 2 segment of Corporate Governance of B3.
Banco Modal’s Units (MODL11) are each composed of one (1) common share (MODL3) and two (2) subscription receipts representing one (1) preferred share each.
After the approval of the capital increase of Banco Modal by the Central Bank of Brazil, the subscription receipts will be converted into preferred shares (MODL4).
Rights, Benefits and Restrictions of the Units
Units comprise one (1) Common Share and two (2) Preferred Shares. The Units will reflect the characteristics of the Shares underlying the Units and will grant their holders the same rights and advantages of the securities comprising them.
Rights, Benefits and Restrictions of the Common Shares
The Common Shares will grant the following rights to their holders:
(a) the right to vote at shareholder meetings of Banco Modal, with each common share corresponding to one vote;
(b) the right to be included in a public offering of shares as a result of the sale of Banco Modal’s control, being assured the same price and conditions offered to the selling controlling shareholder;
(c) full right to receive dividends (minimum of 25% of the net profit adjusted under the terms of article 202 of the Brazilian Corporations Law) and other applicable payments that may be declared by Banco Modal; and
(d) all other rights assured to the common shares issued by the Bank, under the terms provided for in the Level 2 Regulation, in Banco Modal’s Bylaws and in the Brazilian Corporations Law.
Rights, Benefits and Restrictions of the Preferred Shares
The Preferred Shares will grant the following rights to their holders:
(a) priority in relation to the common shares in capital reimbursement, without premium, in the event of the liquidation of Banco Modal, in accordance with Article 17, II of the Brazilian Corporations Law;
(b) the right to share profits under equal conditions with the common shares, including the right to share, in full, in dividends and interest on equity that may be declared by Banco Modal after the Central Bank’s Approval;
(c) the right to be included in a public offering for the sale of control, in accordance with the Bank’s Bylaws, under equal conditions with the common shares;
(d) the right to vote in some circumstances, such as (i) transformation, incorporation, merger or spin-off of the Bank; (ii) approval of agreements between Banco Modal and its controlling shareholder, directly or through third parties, as well as other corporations in which the controlling shareholder has an interest, whenever, by force of law or the Bank’s Corporate Bylaws, they are decided in a Shareholder’s Meeting (iii) appraisal of assets intended for payment of the Bank’s capital increase; (iv) choice of institution or specialized company to determine the Bank’s economic value, in accordance with its Corporate Bylaws; and (v) amendment or cancellation of provisions in the bylaws that change or modify any of the requirements set forth in item 4.1 of the Level 2 Regulation, while the Level 2 Participation Agreement is in force; and
(e) the right to convert into common shares, subject to the provisions of Banco Modal’s corporate bylaws and the legal limits of the ratio between total common shares and preferred shares, as well as the maintenance of the ratio of the interest of each shareholder in the total capital stock of Banco Modal.