Laws, policies, codes and others

Dividend Policy

The Brazilian Corporation Law and the Company’s By-laws require the shareholders’ ordinary general meeting to be held up to April 30 of each year where the shareholders must, among other things, decide about the distribution of the annual dividends. All shareholders are entitled to receive the dividends on the date when the dividends were declared.

The Company’s shareholders will decide about the Board of Directors proposal to allocate the net income for the prior year. The Brazilian Corporation Law defines "net profits" for any fiscal year as net income for that fiscal year, net of any accumulated losses from prior fiscal years, income tax and social contribution taxes and any amounts allocated to the participation of its employees and management in JHSF’s net profits in such fiscal year.

The JHSF mandatory dividend is of at least 25% of the adjusted net income, under the terms of the Brazilian Corporate Law and the Company’s By-laws, determined in the unconsolidated financial statements. The yearly distribution of dividends, including dividends in excess of the minimum mandatory dividend, requires approval by a majority vote of the holders of JHSF’s common shares and will depend on many factors. These factors include the Company’s results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by JHSF’s board of directors and shareholders.

Dividend History

At the shareholders‘ meeting held on April 27, 2012, JHSF’s shareholders approved a proposal submitted by its board of directors for the distribution of dividends amounting to R$80.0 million, referring to the 2011 results.

At the shareholders’ meeting held on April 30, 2010, JHSF’s shareholders approved a proposal submitted by its board of directors for the distribution of dividends amounting to R$82.4 million, referring to the 2009 results. At the shareholders’ meeting held on April 28, 2009, JHSF’s shareholders approved a proposal submitted by its board of directors for the distribution of dividends amounting to R$45.0 million, referring to the 2008 results.

At the shareholders’ meeting held on April 17, 2008, JHSF’s shareholders approved a proposal submitted by its board of directors for the distribution of dividends amounting to R$15.0 million, referring to the 2007 results.

Based on the Company’s combined financial statements, JHSF has made no distribution of dividends to its shareholders in 2004, and made distributions of dividends in 2005 and 2006 amounting to R$13.0 million and R$25.8 million, respectively. Of the R$25.8 million distributed in 2006, a total of R$18.0 million has been credited, of which R$3.5 million have been paid in 2007 and R$14.5 million were paid to shareholders as of December 31, 2006 by June 30, 2007.

Last Update on February 26, 2015

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