FAQ

The Company’s shares are listed for trading in the BOVESPA under the symbol “MPXE3”. MPX has entered into an agreement with the BOVESPA to list its shares in the “Novo Mercado” the highest level of the differentiated corporate governance practices.

 

2) What are MPX’s common shares rights?

MPX’s capital stock is composed of a single class of common shares. Each common share grants its holder one vote at the annual and extraordinary general meetings. Pursuant to the Company’s by-laws and its BOVESPA listing agreement in connection with the listing of the common shares on the Novo Mercado, MPX cannot issue shares without voting rights or with restricted voting rights. As long as it is listed on the Novo Mercado, MPX may not issue preferred shares. In addition, the Company’s by-laws and the Brazilian Corporate Law provide that holders of its common shares are entitled to dividends or other distributions made in respect of its common shares ratably in accordance with their respective participation in MPX’s capital.

In addition, in the event of MPX’s liquidation, holders of its common shares are entitled to share its remaining assets, ratably in accordance with their respective participation in the Company’s capital. The shareholders have preemptive rights to subscribe for new shares issued by MPX, as prescribed by the Brazilian Corporate Law, but are not obligated to subscribe to future capital increases.

Pursuant to the Novo Mercado, MPX’s common shares have tag-along rights which enable their holders, upon the sale of a controlling interest in the Company, to receive in exchange for their shares 100% of the price paid per common share for the controlling block.

According to the Brazilian Corporate Law, neither MPX’s by-laws nor actions taken at a shareholders’ meeting may deprive a shareholder of the following rights: (1) the right to participate in the distribution of profits; (2) the right to participate equally and ratably in any remaining residual assets in the event of liquidation of the company; (3) preemptive rights in the event of issuance of shares, convertible debentures or subscription warrants, except in some specific circumstances under the Brazilian Corporate Law; (4) the right to hold MPX’s management accountable in accordance with the provisions of the Brazilian Corporate Law; and (5) the right to withdraw from MPX in the cases specified in the Brazilian Corporate Law, including merger or consolidation.

 

3) What are the transfer restrictions of MPX shares?

Each purchaser of MPX common shares in the United States will be deemed to have agreed not to deposit such common shares into an unrestricted global depositary receipt facility for as long as those shares are “restricted securities” within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:

• the purchaser: (i) is a qualified institutional buyer and is aware that the sale of MPX common shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or (ii) a person who, at the time the buy order for the common shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act;
  
   
• in making its decision to purchase the common shares, the purchaser: (i) has made its own investment decision regarding the common shares based on its own knowledge; (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the common shares; and  (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the common shares; and
  
   
• MPX common shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the purchaser reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.

 

4) How individuals not resident in Brazil can invest in MPX shares?

The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including MPX shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution Nº 2,689 and CVM Instruction Nº 325, dated January 27, 2000, and amendments.

The investors registered under Resolution Nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to MPX shares are carried out through the foreign exchange market.

To become an investor registered under the provisions of Resolution Nº 2,689, an investor residing outside Brazil shall:
- appoint representative in Brazil, with powers to perform actions relating to its investment;
- appoint an authorized custodian in Brazil for its investment under Resolution Nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and
- through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.

Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution Nº 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.

 

5) How and when does MPX disclose its information?

All MPX’s material facts, earnings results and other notices to the market are published simultaneously at CVM/BOVESPA and at the investor relations area of the company’s website (http://www.mpx.com.br/ir), and sent later by email to persons registered to receive this information. To receive information by e-mail please register here.

Complete financial statements are published annually on the newspapers Valor Econômico and Diário Oficial do Estado do Rio de Janeiro. Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (http://www.bovespa.com.br/) and at the Brazilian Securities and Exchange Commission - CVM (http://www.cvm.gov.br/ingl/indexing.asp).

 

6) How can I contact the Investor Relations Department?

MPX Energia S.A.
Praia do Flamengo, nº 66, 9º andar
Flamengo, Rio de Janeiro, RJ.
22210-903
Phone.: 55 (21) 2555-4061
Fax.: 55 (21) 2555-5630
ri.mpx@mpx.com.br

Eduardo Karrer
CEO and Investor Relations Officer

Flavia Heller
Investor Relations Manager

Daniel Haddad
Investor Relations Analyst