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Embraer-Empresa Brasileira de Aeronautica (ERJ)
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ERJ » Topics » Golden Share

This excerpt taken from the ERJ 20-F filed May 1, 2009.

Golden Share

The golden share is held by the Federative Republic of Brazil. The golden share is entitled to the same voting rights as the holders of common shares. In addition, the golden share entitles the holder thereof to veto rights over the following corporate actions:

 

  •  

change of our name and corporate purpose;

 

  •  

amendment and/or application of our logo;

 

  •  

creation and/or alteration of military programs (whether or not involving Brazil);

 

  •  

development of third party skills’ in technology for military programs;

 

  •  

discontinuance of the supply of spare parts and replacement parts for military aircraft;

 

  •  

transfer of our control;

 

  •  

any amendments to the list of corporate actions over which the golden share carries veto rights, including the right of the Brazilian government to appoint one member and alternate to our Board of Directors and the right of our employees to appoint two members and their respective alternates to our Board of Directors, and to the rights conferred to the golden share; and

 

  •  

changes to certain provisions of our bylaws pertaining to voting restrictions, rights of the golden share and the mandatory tender offer requirements applicable to holders of 35% or more of our outstanding shares.

 

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Table of Contents

The matters listed above are subject to prior approval by our Board of Directors and the approval within 30 days of the Brazilian federal government, as holder of the golden share. Such matters are also subject to prior notice to the Brazilian Ministry of Finance. In the absence of the approval of the Brazilian government within the 30-day period, the matter will be deemed to have been approved by our Board of Directors.

This excerpt taken from the ERJ 6-K filed Mar 17, 2006.

Golden Share

          The golden share is held by the Federative Republic of Brazil.  For a discussion of the rights to which the golden share is entitled, see “Item 7A. Major Shareholders—Voting Rights—Golden Share.”

This excerpt taken from the ERJ 20-F filed Jun 30, 2005.

Golden Share

          The golden share is held by the Federative Republic of Brazil.  For a discussion of the rights to which the golden share is entitled, see “Item 7A. Major Shareholders—Voting Rights—Golden Share.”

EXCERPTS ON THIS PAGE:

20-F
May 1, 2009
6-K
Mar 17, 2006
20-F
Jun 30, 2005

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