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BIOZARA SERVIÇOS LTDA

SOCIAL CONTRACT

KGM GROUP PARTICIPAÇÕES S.A. a legal entity governed by private law registered with
the n° of 05.831.792/0001-60 , with main office and jurisdiction located on Avenida Silva
Jardim Street, 3243, floor n° 14, Água verde neighborhood , ZIP-CODE: 80.240-021,
Curitiba, Paraná and registered at the Board trade of the Paraná state under the n° of
41300087857 on 08/23/2013, in this act represented by its managing partner GABRIEL
CANDIDO BELLONI, brazilian, married under the partial community of goods term,
businessman,with the registration number of 043.626.609-17, holder of the ID n°
9.016.296-9 SSP/PR , resides and lives on Belém street, 322, apt 1304, Cabral
neighborhood, ZIP-CODE: 80.035-170, Curitiba, Paraná, RODRIGO MORI ROLDO,
brazilian, single, born on 05/16/1988, businessman, holder of the registration n°
053.126.029-14 and with the ID n° of 7.760.908-3 - SESP-PR, resides and lives on Carneiro
Lobo street 45, apt 1001, Água Verde neighborhood , ZIP-CODE : 80.240-240 , Curitiba,
Paraná and MARLENE RIBEIRO DE CARVALHO OLIVEIRA , brazilian, widow,
businesswoman, holder of the registration n° of 477.552.029-68, and with the ID n° of
1.199.067 - SSP-PR , resides and lives on Luis Carlos Longo street, 77 Jardim Itaqui
neighborhood, ZIP-CODE: 83.604-580 Campo Largo, Paraná; have decided, by mutual
agreement and in the best form of law, to set up a limited company under the following
terms and conditions:

CHAPTER I - DENOMINATION, MAIN OFFICE, DURATION AND CORPORATE


PURPOSE

FIRST CLAUSE : COMPANY’S NAME : “BIOZARA SERVIÇOS LTDA” MAIN OFFICE:


Alice Ferreira de Lima street, 646, Barracão B, ZIP-CODE: 83.600-970, Ratada
neighborhood, Campo Largo - Paraná.

SECOND CLAUSE: LINE OF BUSINESS: Restauration of plastic packaging, plastic bottles


crushed (smashed) through washing process, washing processes with hot water, granulation
and extrusion of recyclable material. (3832-7/00)

THIRD CLAUSE: START OF ACTIVITIES: On January 15th of 2014.


DURATION TERM: Indeterminate
CHAPTER II - SOCIAL SHARE

FOURTH CLAUSE : SOCIAL SHARE : R$ 50.000,00 ( fifty thousand reais), divided into
shares of R$ 1,00 (one real) each one, fully subscribed and paid within a maximum period of
24 (twenty four) months , in the country’s currency, distributed as follows by the partners:

PARTNERS/ SHAREHOLDERS SHARES VALUES PERCENTUAL


KGM GROUP PARTICIPAÇÕES S.A 18.750 R$ 18.750,00 37,50%
RODRIGO MORI ROLDO 18.750 R$ 18.750,00 37,50%
MARLENE RIBEIRO DE CARVALHO OLIVEIRA 12.500 R$ 12.500,00 25,00%
TOTAL 50.000 R$ 50.000,00 100%

FIRST PARAGRAPH : The responsibility of each partner is restricted to the value of their
shares representing the social share, but all are jointly and severally liable for the payment of
the social share.

SECOND PARAGRAPH: The shares are indivisible, recognizing the company’s partners as
the own owners of each one.

CHAPTER III - COMPANY’S ADMINISTRATION AND CORPORATE RESOLUTIONS


TITLE I - ADMINISTRATION

FIFTH CLAUSE: The company’s management will be up to the partner RODRIGO MORI
ROLDO already qualified as it states above in the terms and the non-partner RICARDO
KENJI WOJITANI, brazilian, single, born on 12/30/1975, businessman, holder of the
registration n° of 016.948.089-55, with the ID n° of 4.539.536-7 - SESP-PR, resides and
lives on Agostinho Ângelo Trevisan street, 582 - Apt 83A Uberaba neighborhood,
ZIP-CODE: 81.560-280, Curitiba, Paraná, signing jointly or separately, authorized to use the
company’s name , who shall be responsible for actively or passively representing the
company, in or out of court, and may carry out all acts included in the corporate purpose.

BIOZARA SERVIÇOS LTDA


SOCIAL CONTRACT

SIXTH CLAUSE: The administrators are prohibited to use the company’s name in business
outside the company's interests or objectives , or to take on obligations in favor of any of the
quotaholders or third parties, as well as, encumber or alienate company’s assets , without
the authorization of the rest of the partners.

FIRST PARAGRAPH - In the exercise of management, the director is vested with the
broadest and most general management powers appropriate to the position, in order to
guarantee the full operation of the company's business and the achievement of the
company's objectives.
SECOND PARAGRAPH - Within the limits of its attributions and powers, directors may, by
joint signature, appoint attorneys-in-fact on behalf of the company, specifying in the
instrument the acts and transactions they may carry out and the term of the mandate, which
must coincide with the calendar year, except for the judicial mandate, which may be for an
indefinite term.

THIRD PARAGRAPH - the liability of directors for acts carried out during their term of office
shall cease with the approval of the accounts for the financial year to which they refer

FOURTH PARAGRAPH - The directors hereby appointed will declare, under the penalties of
the law, that are not impelled of managing the company by a special law or due to criminal
conviction, or by the effects of it, the penalty that prohibits, even temporarily, the access to
public positions, or bankruptcy crime, malfeasance, bribe, concussion, embezzlement, or
against the popular economy, against the commerce terms , public faith or property.

TITLE II - GRANTING OF GUARANTEES

SEVENTH CLAUSE : The acts of any of the partners , directors, employees, or


attorneys-in-fact of the company, referring to obligations relating to business or operations
outside its corporate purpose, such as sureties, endorsements, or any guarantees in favor of
third parties will be expressly prohibited, being null and void in relation to the company.

BIOZARA SERVIÇOS LTDA


SOCIAL CONTRACT

TITLE III - PRO LABOR

EIGHTH CLAUSE: The partners who render services to the company will be able to make
monthly “pro-labor” withdrawals , which will be taken to the profit and loss account and the
levels of which will be set annually by unanimous agreement at the partner’s meeting.

TITLE IV - TRANSFER OF SHARES

NINTH CLAUSE: The shares are indivisible in relation to the company and may not be
pledged, encumbered or recorded, in whole or in part, in any way, without the prior consent
of the other partners/shareholders, who are assured preference in the acquisition on equal
terms, subject to the following:

I - The partner’s shall be communicated , in writing , to manifest its decision regarding


the preference within 30 (thirty) days;
II - After the deadline for the preference decision, without the partner’s manifestation
or if there are surpluses , the shares may be transferred or sold to third parties.
III- The notice should contain the amount of shares and the price required by them.
TENTH CLAUSE : In the hypothesis that all partners manifest the assured preference in the
acquisition, the transfer of the shares will be done in proportion to the shares they already
have. If only part of them exercise this right, the rest may, in the additional period of ten
days, acquire, through apportionment , the shares available.

ELEVENTH CLAUSE : The company must only exercise the right of preference to the total
or partial acquisition of the shares, if the partners do not exercise it, within 24 hours,
preferably to third parties, strangers to the company, observing that this acquisition has to be
done without loss of social share or capital savings. Should use the resources from the profit
savings. These shares will remain in the treasury within the maximum period of 180 days, if
they are not sold during this period, the company should promote the reduction of capital in
the amount equivalent to the nominal value of the shares, reverting its value to the profit
account that originally provided the funds for the treasury shares.

BIOZARA SERVIÇOS LTDA


SOCIAL CONTRACT

SOLE PARAGRAPH: This option is conditional on the existence of sufficient availability to


satisfy the right of the withdrawing partner, without affecting the integrity of the social share
and savings.

TITLE V - FISCAL YEAR

TWELFTH CLAUSE - Annually on december 31st an active and passive general balance of
the company will be made and the calculated results, profits, and losses will be distributed
proportionally to the partners, according to the legal dispositions under the terms of the
article 1.065 of the Brazilian Civil Code.

FIRST PARAGRAPH: The company may, by the deliberation of 25% (twenty five percent) of
the social share, draw up interim balance sheets for any purpose, including the distribution of
existing profits at any time of the year.

SECOND PARAGRAPH: The partners, by deliberation of 80% (eighty percent) of the social
share, may decide to retain the profits, if its distribution affects the company’s financial
balance.

THIRTEENTH CLAUSE: The partners will be obliged to replace profits and the amounts
withdrawn, for any reason, even if they are authorized by the contract, when the profits and
the amounts are distributed with loss of capital.
TITLE VI - CORPORATE RESOLUTIONS , MEETINGS AND SOCIAL BODIES

FOURTEENTH CLAUSE: All the corporate resolutions will be defined in partner’s meetings,
however the subjects listed down below will depend of a qualified quorum for approval by the
shareholders:

1. The corporate resolutions to the following subjects will require quorum of 80%
(eighty percent);
a) The appointment of directors in a separate act, partner or not
b) The removal of directors
c) The method and amount of remuneration
d) Application for composition or bankruptcy
e) Exclusion of partner under the terms of art.1085 of the civil code
f) Amending the articles of association
g) The transformation of the company or its merger, demerger or incorporation
h) Resolution, dissolution and termination of the state of liquidation
i) Increase or reduction of capital with goods or currency
j) Approval of management accounts
k) Dismissal of partner appointed administrator
l) Appointment of a person who is not a member of the company in the case of fully
paid-up capital
m) Profit sharing for directors and employees
n) The entry into the company of the heirs of a deceased partner, at the request of the
executor of the estate, as a substitute for the payment of the deceased's assets.
o) The appointment or dismissal of liquidators and the judgment of their accounts
p) Investment in other companies, associates or subsidiaries
q) Approval of a revaluation report at fair value of permanent assets or rights

2. Shall require a quorum of 100% (one hundred percent) for resolutions on the
following matters:
a) Appointment of a person who is not a member of the company, as long as the capital
is not paid up
b) The acquisition, sale and encumbrance of real estate or the constitution of in rem
liens and the provision of guarantees of any kind and the obligation of third parties.

FIRST PARAGRAPH: The partner’s meeting will take place at any time, upon convocations
of the directors or partners, indicating the matter to be discussed. From those meetings it
may be elaborated to the corresponding records, which will be written on the Record’s board
book.

SECOND PARAGRAPH: The formalities mentioned on the last paragraph are dismissed,
about when all the partners should attend or decide in writing about the matter that will be
the purpose of the meeting.

THIRD PARAGRAPH: The formalities of convening are dismissed, provided on the §3° of
article 1.152 of the Civil Code 2.002, when the partners representing ¾ (three quarters) of
working capital, attend or declare, in writing, aware of the place, date, time and the agenda
of the day.
FOURTH PARAGRAPH: The decisions of the meeting shall be binding on all members even
if they are absent or dissent and, except for those provided for by law, shall be taken by an
absolute majority, blank votes not being taken into account.

BIOZARA SERVIÇOS LTDA


SOCIAL CONTRACT

FIFTEENTH CLAUSE: Further discussions not related here may be decided by absolute
majority of votes, based on the amount of shares of each partner.

CHAPTER IV - WITHDRAWAL OF ONE OF THE PARTNERS AT THE PARTNER'S OWN


REQUEST

SIXTEENTH CLAUSE: Each partner may withdrawal from the company, upon notice to the
others, at any time, at their own free will, for dissenting from a contractual amendment
decided by the majority, lack of social affection, according to the article 1.029, of the Law
10.406/02, and for other personal reasons, receiving their capital, profit and assets,
regarding the data on the special balance sheet drawn up on the month of the event, paid as
it’s saying on this contract.

SEVENTEENTH CLAUSE- The partner that, by diverging from the contractual amendment
discussed by the majority, wishes to leave the company, must notify the rest, in writing, in
advance with a deadline of 30 (thirty) days minimum, counting since the discussion’s
disagreement. At the end of the notice’s period the silence will be taken as lack of interest.

FIRST PARAGRAPH: If the rest of the partners acquire the shares of the withdrawn partner,
the assets should be paid, after the drawn up of the special balance sheet done on the
month of the event, paid as it’s said in this contract.

CHAPTER V - COMPANY CONTINUITY

EIGHTEENTH CLAUSE: The company will enter in liquidation, if any of the hypothesis
provided by the law, by decision of a simple majority of the share capital.

FIRST PARAGRAPH: In the event of liquidation or dissolution of the company, the liquidator
shall be appointed by shareholders representing 80% (eighty percent) of the share capital, in
which case the company's assets shall be used to settle the company's obligations and the
remainder, if any, shall be divided among the shareholders in proportion to the number of
shares each holds.
SECOND PARAGRAPH: The death, exclusion by any reason or the interdiction of any
partner does not dissolve the company.If it is impossible or there is no interest on the part of
the heirs or remaining shareholders in continuing the company, the value of their assets shall
be determined and settled on the basis of the company's assets as at the date of the
resolution, as verified in a specially drawn up balance sheet.

THIRD PARAGRAPH: Once the assets have been determined, they will be paid to the
retiring partner or to the deceased partner's heirs, successors or legal representatives in 24
successive monthly installments, with interest of 12% per year.

FOURTH PARAGRAPH: In the relationship with the company, in the event of the partner's
death, the heirs will be represented by the executor of the estate, who will only inherit the
shares and will not take part in the management of the company.

CHAPTER VI - REPLACEMENT, EXCLUSION OF A PARTNER

NINETIETH CLAUSE: In the event of the dissolution, liquidation, extinction, bankruptcy,


arrangement with creditors or insolvency of a partner or legal entity, or the death, physical or
mental incapacity or insolvency of a partner or natural person, their successors may replace
them in the company, provided that they notify the company of their intention to continue in
it, in writing, against receipt, within 30 (thirty) days of the date of the event, thus becoming
fully subrogated in all their rights and duties.

TWENTIETH CLAUSE: Any company that is declared bankrupt, or any partner due to
incapacity subsequent to the signing of this instrument, shall be excluded from the company
as of right, in compliance with article 1.030 of Law No. 10.406/2002

TWENTY-FIRST CLAUSE: A partner who jeopardizes the continuity of the company due to
acts of undeniable gravity may be excluded from the company for just cause by partners
representing 75% (seventy-five percent) of the share capital, under the terms of article 1.085
of the Civil Code. The assets of the excluded partners will be settled on the basis of a
special balance sheet on the date of the resolution.
BIOZARA SERVIÇOS LTDA
SOCIAL CONTRACT

FIRST PARAGRAPH: For the purposes of this clause, the following shall be considered just
cause for the exclusion of a member: (I) the opening of insolvency proceedings, bankruptcy,
composition with creditors or any other form of insolvency; (II) breach of a contractual
clause; (III) unfair competition; (IV) improper use of the company name; (V) failure to pay up
one's share of the share capital; (VI) a declaration of incapacity; (VII) the generation of
serious disaffection among the members; (VIII) the commission of other acts of unlawful
conduct.

SECOND PARAGRAPH: For the purposes of this clause, unfair competition is understood
as offering the same service as the subject of this contract, in any way that may jeopardize
the company.

CHAPTER VIII - APPLICABLE LAW AND COMPETENT JURISDICTION

TWENTY-FOURTH CLAUSE : This social contract is governed by the provisions for Limited
Companies in the Brazilian civil code (Law n° 10.406/2002, articles 1.052 to 1.087) and,
alternatively, as applicable by Law n/ 6,404 of December 15, 1976 and its subsequent
amendments.

BIOZARA SERVIÇOS LTDA.


SOCIAL CONTRACT

SOLE PARAGRAPH: The parties elect the jurisdiction of the district of Curitiba-Paraná, to
resolve any disputes between the parties that may arise as a result of this contract.
Fair and contracted, they had this instrument drawn up, which they signed, in 3 (three)
copies of equal content and form.

Curitiba , October 2nd of 2013.

[signature]
KGM GROUP PARTICIPAÇÕES S.A
GABRIEL CANDIDO BELLONI

[stamp]
[signature]
MARLENE RIBEIRO DE CARVALHO OLIVEIRA

[signature]
RICARDO KENJI WOJITANI
administrator
[signature]
LUIZ ANTONIO CUNHA [stamp]
lawyer OAB/PR 8771

[stamp]

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