Common use of Resolutions on Accounts and Financial Statements Clause in Contracts

Resolutions on Accounts and Financial Statements. Specifically with regards to resolutions on the submission of the Company’s management report, Executive Board’s accounts and financial statements to the Shareholders’ Meeting, which are comprised in the Other Resolutions, the Parties agree as follows: 5.4.1. Should any member of the Board of Directors appointed by SALIC determine that he/she would resolve for the rejection of the Company’s management report, Executive Board’s accounts or financial statements, such member of the Board of Directors shall communicate such fact as soon as possible to the Chairman of the Board of Directors and to the Parties, in writing, stating the justifications therefore (“Conflict Notice”). Such member of the Board of Directors shall endeavor best efforts for such notice to occur prior to any Previous Meetings having as an agenda item any resolution regarding the financial statements, management report and/or Executive Board’s accounts subject to the Conflict Notice. 5.4.2. In case a Conflict Notice is delivered, the Parties shall negotiate in good faith a resolution to the issues raised in such Conflict Notice on or before the date of the Previous Meetings. 5.4.3. Should the Parties fail to reach a resolution of the issues identified in the Conflict Notice on or before the date on which the relevant Previous Meetings is to be held, then the Director who sent the Conflict Notice may vote in an independent manner at the applicable meeting of the Board of Directors, including by stating in his/her vote the opinion raised in the Conflict Notice, as the case may be, but shall remain, however, bound to vote in line with the Vote Instruction in respect to any other Resolutions Subject to Previous Meeting contained in the agenda of said meeting. For the sake of clarity, any Director that did not send a Conflict Notice may not vote in an independent manner in the applicable meeting of the Board of Directors pursuant to this Section 5.4. 5.4.4. In the Company’s Shareholders’ Meeting called for approval of the Company’s financial statements and accounts for purposes of article 124 of the Brazilian Corporations Law, SALIC may only be released from compliance with the provisions contained in Section 5.4, strictly to the extent that: (i) in a meeting of the Board of Directors or in a Previous Meeting, a member of the Company’s Board of Directors appointed by SALIC or SALIC itself, as applicable, stated a conflict or reservation regarding approval of the Company’s financial statements or management report, and provided that the provisions of Sections 5.4.1 to 5.4.3 above have been duly complied with, or (ii) in case, in the applicable ordinary Shareholders’ Meeting, a member of the fiscal council of the Company, another shareholder of the Company or the Company’s independent auditor states a conflict or reservation as to the approval of such accounts and financial statements which had not been previously stated.