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Our by-laws provide for a minimum yearly per share dividend
equal to 6% of the amount obtained by dividing the total share
capital by the total number of shares of Embratel. As a result
of such provision, holders of our preferred shares are entitled
to receive in any year distributions of cash dividends prior
to any distribution of cash dividends to the holders of Embratel
ordinary shares in a certain year. In addition, distributions
of cash dividends in any year are made:
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· first, to the
holders of our preferred shares, up to the amount of the
minimum dividend to be paid to Embratel preferred shares
for such year;
· then, to the holders of our ordinary shares,
in an amount sufficient to distribute to each Embratel
ordinary shareholder an amount equal to the minimum dividend
distributed to each Embratel preferred shareholder; and
· thereafter, to the holders of our ordinary shares
and preferred shares on a pro rata basis. |
If Embratel's mandatory declared dividend in any year is
less than or equal to the dividend that must be paid to the
holders of Embratel preferred shares in that year, the holders
of Embratel ordinary shares will not be entitled to receive
any dividends from Embratel in that year.
If the dividend to be paid to the holders of our preferred
shares is not paid for a period of three years, holders of
our preferred shares will be entitled to full voting rights
until such time as that dividend is paid in full.
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