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1) What is a debenture?
A debenture is a credit security representing a loan taken out by the Company from third parties. This security provides its holders with rights against the issuer (the Company), as per the conditions set forth in the deed of issue (debenture deed).
2) What is a deed of issue?
A deed of issue is a document describing all the rights granted by the security, its guarantees and other clauses and conditions of the issue, as well as its characteristics. The Company cannot issue debentures without this document.
3) What is the difference between nominal and book debentures?
Nominal debentures present the holder name and are registered in an appropriate book, the issuer having the discretion to contract the bookkeeper or to keep the issue book and the transfer registry. Book debentures are equally nominal; the difference is that it is not possible to issue a certificate of it and contracting a trustee is mandatory.
4) What are the types of debentures?
Convertible: Debentures enabling holders to convert their securities into shares issued by the own Company, pursuant to the terms and conditions included in the deed of issue.
5) What are exchangeable debentures?
Exchangeable debentures are debentures enabling the holders to exchange their securities for shares issued by a Company—provided that this Company did not itself issue the debentures—pursuant to the terms and conditions included in the deed of issue.
6) What are the kinds of debentures?
With Real Guarantee: Secured by goods included in the issuer’s or third party’s assets, in the form of mortgage, collateral or antichresis. Said goods remain unavailable for trade.
With Floating Charge: Ensure privileges over the issuer’s assets, however not hampering the trade of goods included in these assets.
Unsecured/Without Guarantee: Do not offer any kind of guarantee or privilege over the issuer’s assets, competing under equal conditions with other ordinary creditors in the event of settlement.
Subordinated: Ensure the privilege of debenture holders only in relation to the issuer’s shareholders as for the remaining asset in the event of settlement.
7) Are there minimum or maximum maturity terms for the securities?
There are no legal maturity terms for debentures, which may also have undetermined terms (perpetual debenture). Nevertheless, taking the costs of the underwriting operation into account, it is not economically viable to issue debenture for less than a one-year term.
8) What is the role of the fiduciary agent (trustee)?
The trustee is indispensable in the issue of debentures for public distribution. In the event of private distribution, the obligatoriness is required provided there is an amortization fund. The trustee is the representative of debenture holders, protecting their rights towards the issuer.
9) Who can take part in the debenture primary distribution process as an intermediary financial agent?
Broker-dealers, investment banks and multiple banks holding investment portfolios.
10) Who is in charge of serving the debenture holders and where is this service rendered?
The service to debenture holders of Unidas is provided in the city and state of São Paulo, at Rua Cincinato Braga, 388, 2º andar, CEP 01333-010.
11) How can I contact the Investor Relations Area?
Rua Cincinato Braga, 388, 2º andar
Bela Vista - São Paulo - SP
Phone: (55 11) 3155-4879
Fax: (55 11) 3155-4813
Gisomar Francisco de Bittencourt Marinho
Administrative, Financial and Investor Relations Officer
Any questions not related to analysts and investors must be directed to Unidas’ Contact.