Significant Rights, Privileges, Conversion Features and Tag Along Rights of the Aracruz Common Stock and the Aracruz Class A Preferred Stock and Aracruz Class B Preferred Stock for ARACRUZ CELLULOSE S A (ARA)

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Aracruz Celulose S.A. (ARA)

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ARA » Topics » Significant Rights, Privileges, Conversion Features and Tag Along Rights of the Aracruz Common Stock and the Aracruz Class A Preferred Stock and Aracruz Class B Preferred Stock

This excerpt taken from the ARA 20-F filed Jun 30, 2009.

Significant Rights, Privileges, Conversion Features and Tag Along Rights of the Aracruz Common Stock and the Aracruz Class A Preferred Stock and Aracruz Class B Preferred Stock

The Company presents below the significant rights, privileges and conversion features of its shares.


	Aracruz Common Stock	Aracruz Class A Preferred Stock	Aracruz Class B Preferred Stock
Voting Rights	• Full voting rights.	• None, except in very limited circumstances and in the event that dividends are not paid for three consecutive years. Voting rights will then be granted until the dividends in arrears for those three years are paid.	• None, except in very limited circumstances and in the event that dividends are not paid for three consecutive years. Voting rights will then be granted until the dividends in arrears for those three years are paid.

Privileges	• None.	• Priority in the return of capital in the liquidation of the Company. • Right to receive cash dividends in an amount 10% higher than dividends attributable to each common stock. • Priority in the distribution of a minimum annual cash dividend equivalent to 6% of the capital attributable to it.	• Priority in the return of capital in the liquidation of the Company. • Right to receive cash dividends in an amount 10% higher than dividends attributable to each common stock.

Conversion Features	• None.	• Can be voluntarily converted by the shareholder into Class B Preferred Stock (but not into Aracruz Common Stock) at any time at the option and cost of the shareholder at a conversion ratio of 1:1.	• Cannot be voluntarily converted by the shareholder into Class A Preferred Stock nor to Aracruz Common Stock.

Tag Along Rights	• Yes, payable at 80% of the purchase price paid to selling controlling shareholders upon a sale of the companies’ controlling block.	• None.	• None.

B.	Significant Changes

No significant change has occurred since the date of the annual audited consolidated financial statements included in this Annual Report.

ITEM 9.

THE OFFER AND LISTING

A.	Offer and Listing Details

The principal non-United States market for our Class B Preferred Stock, as well as our Class A Preferred Stock and Common Stocks, is the Bovespa. In the United States, the Class B Preferred Stock trades in the form of ADSs, which are evidenced by ADRs issued by Citibank N.A., our Depositary, each currently representing ten shares of Class B Preferred Stock. The ADSs are listed on the NYSE under the symbol “ARA.” In December 1999, we established a sponsored share trade program to list and trade a number of our Class B Preferred Shares on the Latin-American Securities Market, or Latibex, which is managed by the Madrid Stock Exchange of Spain. The custodian of our Class B Preferred Shares trading on the Latibex is the Servicio de Compensación y Liquidación, S.A., in Spain, and the custodian is Companhia Brasileira de Liquidação e Custódia. Trading of our Class B Preferred Shares on the Latibex started on December 1, 1999.

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Aracruz Celulose S.A. (ARA)

ARA » Topics » Significant Rights, Privileges, Conversion Features and Tag Along Rights of the Aracruz Common Stock and the Aracruz Class A Preferred Stock and Aracruz Class B Preferred Stock

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