tovarich86/analise-ilp-dados huggingface dataset:
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
ações. O Conselho de Administração poderá, a seu critério, determinar, sem prejuízo de outras medidas que decidirem por equidade: (a) a substituição das Ações e/ou dos incentivos e/ou das Opções por ações, quotas ou outros valores mobiliários de emissão da sociedade sucessora da Companhia; e/ou (b) a antecipação do período de exercício, com extinção dos períodos de carência, de forma a assegurar a inclusão das ações correspondentes na operação em questão. 13.4. Na eventualidade de o número, espécie e/ou classe das ações de emissão da Companhia serem alterados em razão de desdobramentos, bonificações, grupamentos ou conversões, o preço de aquisição, número, espécie e/ou classe das ações objeto de cada incentivo e/ou Opção em vigor, conforme o caso, serão ajustados na mesma proporção. 13.5. O Comitê, ouvido o Conselho de Administração, caso necessário, será competente para dirimir eventuais dúvidas quanto à interpretação das normas gerais estabelecidas neste Plano, sendo que, em caso de conflito entre as disposições deste Plano e dos Programas de Outorga de Ações e Incentivos Atrelados a Ações e de Opções de Compra de Ações e e/ou dos respectivos contratos de outorga, prevalecerão as disposições deste Plano. 13.6. As Ações e os incentivos atrelados a Ações e/ou Opções a serem concedidas no âmbito deste Plano e dos Programas aos Beneficiários que sejam administradores da Companhia estarão sujeitas à aprovação pela Assembleia Geral Ordinária da Companhia do montante global ou ind
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
didas no âmbito deste Plano e dos Programas aos Beneficiários que sejam administradores da Companhia estarão sujeitas à aprovação pela Assembleia Geral Ordinária da Companhia do montante global ou individual da remuneração dos administradores para o respectivo exercício social, nos termos do artigo 152 da Lei nº 6.404/1976, conforme alterada. *** (Free translation, for reference only – Original in Portuguese) STOCK OPTION PLAN, SHARES AND INCENTIVES LINKED TO SHARES MRV ENGENHARIA E PARTICIPAÇÕES S.A. CNPJ Nº 08.343.492/0001-20 NIRE 31.300.023.907 Listed Company This MRV ENGENHARIA E PARTICIPAÇÕES S.A. ("Company") Stock Option, Share and Share-Linked Incentive Plan ("Plan") was approved by the Company's Ordinary and Extraordinary General Meeting on 26 April 2024 and is in line with the provisions of the Company's Management Remuneration Policy. SECTION I - GENERAL CONDITIONS This Section I aims to regulate the possibility of, and establish the general conditions for, the granting of shares, incentives linked to ordinary shares issued by the Company ("Shares") and/or options to purchase ordinary shares issued by the Company ("Options") to managers or employees of the Company or of companies under its control and to natural persons who provide services to the Company or to companies under its control, by means of the institution of Share Grant Programmes and Incentives Linked to Shares and/or Stock Option Programmes, by the Company's Board of Directors ("Board of Directors"). C
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
s under its control, by means of the institution of Share Grant Programmes and Incentives Linked to Shares and/or Stock Option Programmes, by the Company's Board of Directors ("Board of Directors"). CHAPTER I. LIMITS 1.1 The Shares, Incentives and Options granted under the Share Grant Programmes and Incentives Linked to Shares and/or Stock Option Programmes, as the case may be, that may be instituted under this Plan, added to the options already granted and not exercised under the four Stock Option Grant Plans, approved at the Company's General Meeting on 17 December 2009, 19 April 2018, 21 December 2020 and 09 May 2023 ("Previous Stock Option Plans"), may not exceed the maximum limit of 4.5% of the shares in the Company's subscribed and paid-up share capital. This limit may only be altered by resolution of the General Meeting. CHAPTER II. ADMINISTRATION OF THE PLAN AND PROGRAMMES 2.1 The Share and Share-Linked Incentive Grant and Stock Option Programmes that may be set up under this Plan may be administered by the Board of Directors, with the assistance of the People Committee ("Committee"), and all decisions relating to the Plan and the Share and Share-Linked Incentive Grant and Stock Option Programmes that may be set up under this Plan must be approved by the Board of Directors. 2.2 The resolutions of the Board of Directors or the Committee, as the case may be, shall be binding on the Beneficiaries (as defined in Clause 3.2 below) and there shall be no appeal against them,
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
s. 2.2 The resolutions of the Board of Directors or the Committee, as the case may be, shall be binding on the Beneficiaries (as defined in Clause 3.2 below) and there shall be no appeal against them, unless they are contrary to the terms and conditions established in this Plan, in the Company's Bylaws or in the applicable legislation. (Free translation, for reference only – Original in Portuguese) 2.3 The actions of the Board of Directors shall respect the guidelines and be subject to the limits and conditions established in this Plan, in the Company's Bylaws and policies and in the applicable legislation. 2.4 The Board of Directors shall have full autonomy in the administration and structuring of the terms and conditions of the Share and Share-related Incentive Grant Programmes and the Stock Option Programmes, having, among other things, the necessary powers to: (a) to elect, at its sole discretion, the Beneficiaries who will be entitled to the Shares and incentives granted and the Options granted under the Stock Option Programmes and under the Stock Grant Programmes and Incentives Linked to Shares that may be instituted under this Plan; (b) to take the necessary measures for the administration of the Plan and the Share and Share-related Incentive and Stock Option Award Programmes, including the interpretation and application of their conditions; (c) to decide, in relation to the Share Grant Programmes and Share-Linked Incentives, in any case in compliance with the terms of
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
mes, including the interpretation and application of their conditions; (c) to decide, in relation to the Share Grant Programmes and Share-Linked Incentives, in any case in compliance with the terms of this Plan, as to (i) the dates on which the Share-Linked Incentives will be granted; (ii) the rights of the Beneficiaries under each Share Grant Programme and Share-Linked Incentive; (iii) the grace periods and/or specific conditions for receiving the incentives, (iv) the rules restricting the sale of the Shares, (v) the Beneficiaries to whom the incentives will be granted; and (vi) any other terms and conditions relating to the grants; (d) to decide, in relation to the Stock Option Programmes, in any case in compliance with the terms of this Plan, as to (i) the dates for granting the Options, (ii) the volume of Options to be granted, (iii) the Exercise Price of the Options, (iv) the grace periods and/or the specific conditions for exercising the Options, (v) the deadlines for exercising the Options, (vi) the rules on transferring the Options in the event of succession, (vi) the rules restricting the sale of shares acquired as a result of exercising the Options, (viii) the Beneficiaries to whom the Options will be granted; and (ix) any other terms and conditions related to the grants; (e) to approve the Share and Share-related Incentive Grant Programmes and the Stock Option Programmes set up under this Plan, as well as their contracts and any amendments thereto; (f) to resolve o
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
s; (e) to approve the Share and Share-related Incentive Grant Programmes and the Stock Option Programmes set up under this Plan, as well as their contracts and any amendments thereto; (f) to resolve on the issue of new shares in the Company, within the limit of its authorised capital, as well as on the disposal of shares held in treasury to comply with the provisions of this Plan and the Share Grant and Share-Linked Incentive Programmes and Stock Option Programmes, as applicable; (g) to modify the conditions of the contracts related to the Share and Sharerelated Incentive Grant and Stock Option Programmes, including adaptations that may be made as a result of changes implemented in the applicable legislation; (h) to amend or terminate Share and Share-related Incentive Grant Programmes and Stock Option Programmes; (Free translation, for reference only – Original in Portuguese) (i) to analyse exceptional cases relating to this Plan and the Share and Sharerelated Incentive Grant and Stock Option Programmes, including the possibility of individual amendments relating to specific Beneficiary contracts; and (j) to decide on any other terms and conditions, provided that they are not at odds with this Plan. 2.5 The Board of Directors may, at its sole discretion, delegate any of its responsibilities and attributions described in Clause 2.4 above, except for those that cannot be delegated under the terms of the applicable legislation or the Company's Bylaws and policies. CHAPTER III. B
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
nsibilities and attributions described in Clause 2.4 above, except for those that cannot be delegated under the terms of the applicable legislation or the Company's Bylaws and policies. CHAPTER III. BENEFICIARIES OF THE PROGRAMMES 3.1 Managers and/or employees of the Company or of companies under its control and natural persons who provide services to the Company or to companies under its control ("Eligible Persons") shall be eligible for the granting of Shares and incentives linked to Shares and/or the granting of Options under this Plan. 3.2 The Board of Directors shall select, from among the Eligible Persons determined in each of the Share and Share-related Incentive and Stock Option Grant Programmes, at its sole discretion, the Beneficiaries who shall be entitled to the grant of Shares and/or Share-related incentives and/or Options ("Beneficiaries"). 3.3 The granting of incentives to each Beneficiary shall be carried out by means of a contract between the Company and the respective Beneficiary. The signing of the contract related to each Share and Share-Linked Incentive and Stock Option Grant Programme will imply acceptance of all the conditions of this Plan and the respective programme by the Beneficiary. 3.4 The Board of Directors may not grant the Beneficiaries rights that: (i) ensure their re-election or continuation in the management of the Company or of the company under its control until the end of their term of office; (ii) prevent their dismissal at any time by t
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
: (i) ensure their re-election or continuation in the management of the Company or of the company under its control until the end of their term of office; (ii) prevent their dismissal at any time by the Company or by the company under its control; (iii) ensure their continuation as an employee of the Company or of the company under its control; or (iv) prevent the termination of their labour or service relationship at any time by the Company or by the company under its control. 3.5 The Beneficiary will only have the rights and privileges inherent to the condition of shareholder from the moment of (i) the effective acquisition of the Shares as a consequence of the exercise of the Options, or (ii) the transfer of full ownership of the Shares, and no shares will be delivered to the Beneficiary unless all legal and regulatory requirements have been fully complied with by the Beneficiary. CHAPTER IV. CANCELLATION, DEATH, PERMANENT DISABILITY, RETIREMENT, DISSOLUTION AND LIQUIDATION 4.1 The Board of Directors and/or the Committee, as the case may be, shall have broad powers to define in each of the programmes the rules, consequences and (Free translation, for reference only – Original in Portuguese) procedures relating to the maintenance or loss of rights relating to Options and/or Shares and incentives by the Beneficiaries in the event of (i) contractual termination; (ii) death; (iii) permanent disability; (iv) retirement; or (v) dissolution and/or liquidation of the Company. SECT
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
res and incentives by the Beneficiaries in the event of (i) contractual termination; (ii) death; (iii) permanent disability; (iv) retirement; or (v) dissolution and/or liquidation of the Company. SECTION II - SHARE GRANT PROGRAMMES AND INCENTIVES LINKED TO SHARES This Section II aims to establish the specific conditions for granting Shares and incentives through Share Programmes and Incentives Linked to Shares. CHAPTER V. OBJECTIVES OF THE SHARE GRANT PROGRAMMES AND INCENTIVES LINKED TO SHARES 5.1 The objectives of the Share and Share-Linked Incentive Programmes are: (a) encourage the feeling of "ownership" of the Company in the Beneficiaries; (b) increase the Company's capacity to attract and retain talent; and (c) to reinforce the culture of sustainable performance and the search for the development of the Beneficiaries' competences, aligning their interests with those of the Company's shareholders. CHAPTER VI. SHARES IN THE SHARE GRANT PROGRAMMES AND INCENTIVES LINKED TO SHARES 6.1 The total number of shares granted under the Share Grant and Share-Linked Incentive Programmes may not exceed the maximum number of shares in the Company's subscribed and paid-up share capital set out in Clause 1.1 above. 6.2 The Shares that are the object of the incentives granted through the Share Grant and Share-Linked Incentive Programmes established under this Plan shall come from shares held in treasury, in compliance with the applicable regulations, or, if there are no treasury shares, th
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
 Grant and Share-Linked Incentive Programmes established under this Plan shall come from shares held in treasury, in compliance with the applicable regulations, or, if there are no treasury shares, through other forms that may be defined by the Board of Directors in the Share Grant and Share-Linked Incentive Programme. 6.3 The Board of Directors may implement the type of incentive it deems necessary/appropriate, and may even implement incentives involving the granting of shares, restricted or not, free of charge or onerous, linked or not to performance targets and even matching shares, with free or onerous granting of shares to the Beneficiaries. SECTION III - STOCK OPTION PROGRAMMES The purpose of this Section III is to establish the specific conditions for granting Options through Stock Option Programmes. CHAPTER VII. OBJECTIVES OF STOCK OPTION PROGRAMMES (Free translation, for reference only – Original in Portuguese) 7.1 The main objectives of the Stock Option Programmes are: (a) to encourage the expansion, success and fulfilment of the corporate objectives of the Company (and its subsidiaries) and the greater alignment of the Beneficiaries, as shareholders of the Company; and (b) promote the interests of the Company, through the long-term commitment of the Beneficiaries. CHAPTER VIII. SHARES COVERED BY STOCK OPTION PROGRAMMES 8.1 The number of shares subject to the Options granted under this Plan and the Stock Option Programmes that may be instituted under this Plan may n
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
TER VIII. SHARES COVERED BY STOCK OPTION PROGRAMMES 8.1 The number of shares subject to the Options granted under this Plan and the Stock Option Programmes that may be instituted under this Plan may not exceed: (a) the maximum limit of shares of the Company's subscribed and paid-up share capital provided for in Clause 1.1 above; and (b) the limit of the Company's authorised capital. 8.2 The shares which are the object of the Options shall be issued as may be decided by the Company's Board of Directors: (a) the issue of new ordinary shares, which will confer on the Beneficiaries the same rights as the shares currently issued by the Company, within the limit of the Company's authorised capital; and/or (b) treasury shares, if available. 8.3 Under the terms of article 171, paragraph 3, of Law 6,404/1976, shareholders shall not have pre-emptive rights when setting up the Stock Option Programme or exercising the option to purchase original shares, subject to the limit of the Company's authorised capital for this purpose, under the terms of article 168, paragraph 3, of Law 6,404/1976. CHAPTER IX. EXERCISE PRICE 9.1 The exercise price of the Options for the subscription or acquisition of Shares shall be determined by the Board of Directors when approving the Stock Option Programme ("Exercise Price"). CHAPTER X. EXERCISE OF STOCK OPTIONS 10.1 Unless otherwise decided by the Board of Directors, the right to exercise the Option shall be obtained in the periods, percentages and condition
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
cise Price"). CHAPTER X. EXERCISE OF STOCK OPTIONS 10.1 Unless otherwise decided by the Board of Directors, the right to exercise the Option shall be obtained in the periods, percentages and conditions defined in each Stock Option Programme. 10.2 The Options may be exercised in whole or in part during the term and periods set out in each Stock Option Programme. (Free translation, for reference only – Original in Portuguese) 10.3 The Beneficiaries shall be subject to the rules restricting the use of privileged information applicable to public companies in general and those established by the Company's policies. CHAPTER XI. PAYMENT CONDITIONS 11.1 The Exercise Price per share shall be paid by the holders of the Option, under the conditions determined in the regulations of each Stock Option Programme, respecting the minimum realisation provided for by law. CHAPTER XII. DISPOSAL AND TRANSFER OF OPTIONS 12.1 The Options granted in the respective Stock Option Programmes may not be sold or encumbered, directly or indirectly, by the Beneficiaries, except by resolution of the Board of Directors. SECTION IV - GENERAL PROVISIONS CHAPTER XIII. GENERAL PROVISIONS (Free translation, for reference only – Original in Portuguese) 13.1 The Previous Award Plans will be discontinued as of the date of approval of this Plan, and no more awards will be made under the Previous Award Plans as of that date. The discontinuation of the Previous Award Plans will not affect the effectiveness of the awards
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
f approval of this Plan, and no more awards will be made under the Previous Award Plans as of that date. The discontinuation of the Previous Award Plans will not affect the effectiveness of the awards already made by the Company that are still in force. 13.2 This Plan shall come into force on the date of its approval and may be terminated at any time by decision of the Company's General Meeting. The termination of the Plan shall not affect the effectiveness of the Shares, Options and incentives still in force and in the respective regulations of each Programme. 13.3 This Plan, as well as its respective Programmes, shall not prevent any corporate reorganisation operation that may involve the Company and/or the companies under its control, and the Board of Directors shall determine and make the appropriate adjustments to the respective regulations. The granting of Shares and incentives linked to Shares or Options, under the terms of this Plan, shall not prevent the Company from engaging in operations for the sale of control and corporate reorganisation, such as transformation, incorporation, merger, spin-off and incorporation of shares. The Board of Directors may, at its discretion, determine, without prejudice to other measures it may decide are equitable: (a) the replacement of the Shares and/or incentives and/or Options with shares, quotas or other securities issued by the Company's successor company; and/or (b) the bringing forward of the exercise period, with the cancellat
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
he Shares and/or incentives and/or Options with shares, quotas or other securities issued by the Company's successor company; and/or (b) the bringing forward of the exercise period, with the cancellation of the grace periods, in order to ensure the inclusion of the corresponding shares in the operation in question. 13.4 In the event that the number, type and/or class of shares issued by the Company are altered as a result of splits, bonuses, reverse splits or conversions, the acquisition price, number, type and/or class of shares subject to each incentive and/or Option in force, as the case may be, shall be adjusted in the same proportion. 13.5 The Committee, having heard the Board of Directors, if necessary, shall be competent to settle any doubts regarding the interpretation of the general rules established in this Plan, and, in the event of a conflict between the provisions of this Plan and the Share and Share-Linked Incentive and Stock Option Grant Programmes and/or the respective grant agreements, the provisions of this Plan shall prevail. 13.6 The Shares and the incentives linked to Shares and/or Options to be granted under this Plan and the Programmes to Beneficiaries who are managers of the Company shall be subject to approval by the Company's Annual General Meeting of the overall or individual amount of the managers' remuneration for the respective financial year, under the terms of article 152 of Law 6,404/1976, as amended
MRV ENGENHARIA E PARTICIPACOES S.A. — Construção Civil, Mat. Constr. e Decoração — 2024-04-26
e overall or individual amount of the managers' remuneration for the respective financial year, under the terms of article 152 of Law 6,404/1976, as amended
MULTIPLAN - EMPREEND IMOBILIARIOS S.A. — Const. Civil, Mat. Const. e Decoração — 2018-07-20
PLANO DE OUTORGA DE AÇÕES RESTRITAS DA MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A. Aprovado pela Assembleia Geral Extraordinária realizada em 20 de julho de 2018 PLANO DE OUTORGA DE AÇÕES RESTRITAS O presente Plano de Outorga de Ações Restritas é regido pelas disposições abaixo e pela legislação aplicável (o “Plano”). 1. Definições 1.1. As expressões abaixo, quando usadas aqui com iniciais em maiúscula, terão os significados a elas atribuídos a seguir, salvo se expressamente previsto em contrário: “Ações” significa as ações ordinárias, nominativas, escriturais e sem valor nominal de emissão da Companhia, negociadas na B3 S.A. sob o código MULT3; “Ações Restritas” significa as Ações outorgadas aos Participantes e sujeitas às restrições previstas no presente Plano, nos Programas e no respectivo Contrato de Outorga; “Ações Restritas Maturadas” significa as Ações Restritas que passarem a ser devidas ao Participante após o implemento das condições e prazos previstos no Programa e nos Contratos de Outorga; “Ações Adquiridas” significa as Ações já efetivamente transferidas aos Participantes nos termos do presente Plano e que não estejam mais sujeitas a quaisquer restrições previstas neste instrumento, nos Programas e no respectivo Contrato de Outorga; “B3 S.A.” significa a B3 S.A. – Brasil, Bolsa, Balcão; “CVM” significa a Comissão de Valores Mobiliários; “Companhia” significa a Multiplan Empreendimentos Imobiliários S.A., sociedade por ações com sede na Av. das Américas, nº 4.200,