Frequently Asked Questions (F.A.Q.)

Over-The-Counter Market – BM&F
. MRSA3B – Ordinary Shares
. MRSA5B – Preferred Shares – Class A
. MRSA6B – Preferred Shares – Class B

Each Ordinary Share is entitled to one (1) vote in the Shareholders’ Meeting. The Preferred Shares, Class A and Class B, will be entitled to dividends 10% (ten percent) higher than those attributed to Ordinary Shares, do not have voting rights and will have priority in receiving the capital, without premium, upon the Company’s liquidation. The Class B Preferred Shares are, at the initiative of the shareholder that holds, convertible into (i) Ordinary Shares at the ratio of one for each Ordinary Share; and/or (ii) class A Preferred Shares on a one for each Preferred Share class A. This conversion may be made at any time, subject to the period of prior notice of 15 (fifteen) days, addressed to the President of the administration. Without the right to vote, the Class B preferred shares will be entitled to elect, in a separate vote, a member of the Board of Directors, given that such right only stand as long as they represent at least 25% (twenty-five percent) of its entirety.

The share capital of MRS is R$1,392,974,138.29 (one billion, three hundred ninety-two million, nine hundred and seventy-four thousand, one hundred and thirty-eight reais and twenty nine cents), divided into 340,000,000 (three hundred and forty million) shares, as follows:

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Article 26 of our By-Law provides that:

From the net income of the year, shall be designed:

1. 5% (five percent) to the legal reserve, up to the maximum provided by law, reserve that may later be compounded or offset against losses;
2. an amount proposed by the Board of Directors to pay dividends to all species and classes of shares, in compliance with the provisions of paragraphs 2 and 3 of Article 5 and the sole paragraph of this article;
3. the remaining balance to meet the allocated as determined by the Shareholders’ Meeting upon proposal of the Board of Directors.

Sole Paragraph – The dividend distribution will be not less than 25% (twenty five percent) of net income, adjusted pursuant to article 202 of Law 6,404/76.

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MRS Logística SA was incorporated on August 30, 1996 to run for privatization of Southeast Federal Railroad Network (RFFSA), having acquired the right to operate the network in an auction held on September 20th of that year – Notice No. PND/A-05/96/RFFSA from July 11st, 1996. The only participant of the auction was the Consortium MRS Logística, led by the main customers of Southeastern Network of RFFSA, which have become major shareholders of MRS.

As a result of privatization, on November 28th, 1996 MRS celebrated with the Federal Government the Concession Agreement, for which it was awarded to MRS the right to exploit the railway loads at the Southeast network for a period of 30 years, renewable for 30 more years. MRS celebrated with RFFSA, also for a period of 30 years (renewable for equal periods if the Concession Agreement will be renewed), the Lease Agreement for which they were leased to MRS operating assets linked to the provision of the service object of concession.

Since then, MRS has been collecting annual production records, significantly increasing cargo transport in their area of ​​expertise.