Faq

WHERE ARE DIRECIONAL’S SHARES TRADED?

The Company’s shares are listed for trading in the Brazilian stock exchange (B3) under the symbol “DIRR3”. Direcional’s shares are listed in the “Novo Mercado” segment, the highest level of differentiated corporate governance practices.

WHAT ARE DIRECIONAL’S COMMON SHARES RIGHTS?

Direcional’s capital stock consists of nominal common shares without par value only. Pursuant to its By-laws, the holder of each common share has the right to one vote in each shareholders’ meeting. Except as provided for in the Brazilian Corporation Law, holders of the Company’s common shares have preemptive rights in connection with capital increases, proportionally to their holdings.

Holders of Direcional’s common shares are entitled to dividends and other distributions. Under the rules and regulations of the Novo Mercado, the Company’s common shares have the right to be included in a public tender offer of shares in case of sale of its control, at the same terms and conditions offered to the shares of its controlling shareholders.

Under the Brazilian Corporation Law, neither Direcional’s By-laws nor actions taken at a shareholders‘ meeting may deprive any of its shareholders of certain rights, including:

  • the right to participate in the distribution of profits;
  • the right to participate in any remaining residual assets in the event of Direcional’s liquidation, in proportion to their respective interests in its share capital;
  • the right to supervise the management of its business, as specified in the Brazilian Corporation Law;
  • preemptive rights in the subscription of its common shares, debentures convertible into its common shares or warrants, except under circumstances specified in the Brazilian Corporation Law; and
  • right of withdrawal in the cases set forth under Brazilian Corporation Law.
WHAT ARE THE TRANSFER RESTRICTIONS OF DIRECIONAL SHARES?

Each purchaser of Direcional 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 Direcional 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

Direcional 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.

HOW INDIVIDUALS NOT RESIDENT IN BRAZIL CAN INVEST IN DIRECIONAL SHARES?

The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including Direcional shares, at the Brazilian stock exchange (B3), as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27th, 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 Direcional 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.

HOW AND WHEN DOES DIRECIONAL DISCLOSE ITS INFORMATION?

All Direcional’s material facts, earnings results and other notices to the market are published simultaneously at CVM/B3 and at the Investor Relations area of the Company’s website (www.direcional.com.br), and sent later by e-mail to persons registered to receive this information. To receive information by e-mail, please click in Mailing, under the Investor Services menu, or register directly on our home page (http://ri.direcional.com.br/).

Complete financial statements are published annually on the newspapers “Valor Econômico” and “Diário Oficial do Estado de Minas Gerais”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the Investor Relations area of Direcional’s website (www.direcional.com.br). Other information about the Company may also be obtained on the websites of the Brazilian stock exchange (www.b3.com.br) and the Securities and Exchange Commission of Brazil – CVM (www.cvm.gov.br).

HOW CAN I CONTACT THE INVESTOR RELATIONS AREA?

Direcional Engenharia S.A.

Rua dos Otoni, 177.

Belo Horizonte – Minas Gerais

Brasil

30150-270

Telefone: (+55 31) 3431-5509

Fax: (+55 31) 3235-4609

ri.direcional.com.br

E-mail: ri@direcional.com.br

Any questions not related to analysts and investors must be directed to Direcional’s Contact Form.