By-laws
Article 1 – ROSSI RESIDENCIAL S/A is a publicly traded corporation governed by these bylaws and the applicable laws and regulations.
Paragraph 1. With the subscription of the Company into the listing segment of the B3 S.A – Brasil, Bolsa, Balcão (“B3”) known as the Novo Mercado, the Company, its shareholders including controlling shareholders, its managers and its members of the Fiscal Council, when such body is installed, are subject to the Regulations of the Novo Mercado.
Paragraph 2. The provisions of the Novo Mercado Regulations shall prevail over the provisions herein in situations of infringement upon the rights of the recipients of the public offerings provided for in these Bylaws.
Article 2. The Company’s registered office and forum are located in the City and State of São Paulo.
Sole Paragraph. The Company may open a subsidiary, branch office, warehouse, office and any other kind of establishment in Brazil or abroad, including changing the Company‘s headquarters by a resolution of the Executive Board.
Article 3. TThe purpose for which the Company is organized is to conduct real estate buying and selling, property subdivision, real estate development and the construction of properties for sale.
Article 4. The period of the Corporation’s duration is indeterminate.
Article 5. The subscribed and paid-up capital of the Company is two billion, six hundred seventy-eight million, three hundred thirty-nine thousand, five hundred twenty reals (R$ 2,678,339,520.00), divided into 20,000,000 (twenty million) book-entry, registered shares of common stock without par value.
Article 6. The Company is authorized to increase, independent of a resolution taken by the Shareholders’ Meeting and an amendment to the Bylaws, the capital stock up to the limit of 22,000,000 (twenty-twio million) common shares, with the Board of Directors holding the authority to define the number of shares to be issued, for public or private distribution in Brazil or abroad, the price and other subscription and payment conditions, as well as to decide on preemptive rights, in accordance with governing law and these Bylaws.
Paragraph 1. The Company may, within the limit of the authorized capital and in accordance with the plan approved by the Shareholders’ Meeting, grant stock options to its managers or employees or to natural persons who provide services to the Company or its subsidiaries, by resolution of the Board of Directors, in accordance with these Bylaws and governing law, for which the preemptive rights of shareholders do not apply.
Paragraph 2. The Company is prohibited from issuing preferred shares and profit-sharing bonds.
Article 7. The Company’s capital stock shall be exclusively represented by common shares and each common share will be entitled to one vote in the resolutions of the Shareholders’ Meeting.
Article 8. All shares in the capital stock of the Company will be in book-entry form and be deposited on behalf of each shareholder with a financial institution licensed by the Securities and Exchange Commission of Brazil (CVM) and selected by the Company, in accordance with Articles 34 and 35 of Federal Law 6,404 of December 15, 1976 (“Federal Law 6,404/76”)and all other applicable laws and regulations.
Article 9. In the event of a capital increase via the subscription of new shares, convertible debentures and/or warrants, shareholders will have preemptive rights in the subscription of said securities, in accordance with Article 171 of Federal Law 6,404/76.
Sole Paragraph. In the event of a capital increase via the subscription of shares, convertible debentures or warrants whose placement is carried out via (i) a sale on the stock exchange or a public subscription; or (ii) a shares exchange under a public tender offer for the transfer of control, the Board of Directors may eliminate or shorten the legal period for the exercise of preemptive rights.
Article 10. The Company may, by a resolution of the Board of Directors, acquire its own shares for subsequent cancellation or sale, in accordance with the conditions and requirements stated in Article 30 of Federal Law 6,404/76 and all other applicable laws and regulations.
Article 11. The General Meeting will be convened once each year and extraordinarily when called in accordance with governing law and these Bylaws.
Paragraph 1. The decisions of the Shareholders’ Meeting will be taken by an absolute majority of votes, blank votes not being counted, except for the specific quorums provided in the legislation and regulations, including the Novo Mercado regulation.
Paragraph 2. The General Meeting may only deliberate on matters on the agenda published in the respective call notices, except fot he legal hyphoteses, which must be included in the respective call notice to be published at least 3 (three) times whith a minimum advance of 21 (twenty-one) days, and must contain date, time and place of the General Meeting.
Paragraph 3. Shareholders must present, at least seventy-two (72) hours in advance, an identity document and proof of their shareholdings issued by the transfer agent.
Paragraph 4. Notwithstanding the above, shareholders who appear before the commencement of the Shareholders’ Meeting bearing the documents stipulated in Paragraph 3 above may participate and vote even if they have not submitted said documents in advance.
Article 12. The Shareholders’ Meeting will be convened and presided over by the Chairman of the Board and assisted by a secretary chosen by the Chairman.
Sole Paragraph. In the absence of the Chairman of the Board of Directors or their substitute, the Chairman of the Board of the General Assembly will be chosen by the majority of shareholders present. Once selected, the Chairman will appoint their Secretary.
Article 13. In addition to the authority provided for by law, the General Meeting also has the powers to:
- elect and remove from office, at any time, the members of the Board of Directors and of the Fiscal Council, when installed;
- receive, on an annual basis, the accounts from the managers and decide on the financial statements presented by them;
- determine the aggregate compensation of the members of the Board of Directors and the Executive Board, as well as compensation of the members of the Fiscal Council, if installed;
- grant stock bonuses and decide on any stock splits and reverse splits;
- approve plans for the granting of shares or options to purchase or subscribe to shares to its administrators and employees, as well as to the administrators and employees of other companies that are directly or indirectly controlled by the Company;
- decide on, in accordance with the proposal presented by the management, the allocation of net income for the fiscal year and the distribution of dividends;
- decide on the conversion, consolidation, merger and spin-off of the Company, as well as its dissolution and liquidation, and elect the liquidator and the Fiscal Council that will function during the liquidation period;
- exemption from conductiing a public offer for the acquisition of shares as a requirement for the Company‘s delisting from the Novo Mercado, in compliance with the procedure provided in the Novo Mercado regulation.
Paragraph 1. The Chairman of the Shareholders’ Meeting must abide by and enforce the provisions of the shareholders’ agreements filed at the Company’s registered office, not allowing votes granted in breach of the content of said agreements to be counted.
Paragraph 2. The members of the Board of Directors, the Executive Board, and the Fiscal Council, both effective and alternate, will assume their positions upon signing the terms of office, which will be recorded in the appropriate book and will include their submission to the arbitration clause referred to in Article 42. Immediately after assuming their positions, they must inform the Company of the quantity and characteristics of the securities issued by the Company that they hold, directly or indirectly, including their derivatives, in accordance with the applicable regulations.
Article 14. The Company is managed by the Board of Directors and by the Executive Board.
Paragraph 1. Administrators shall remain in their positions until their successors take office.
Paragraph 2. Except in cases where the voting procedure is conducted through the multiple voting system, the election of the members of the Board of Directors shall take place through a slate system.
Article 15. The Shareholders’ Meeting determines the aggregate annual compensation of the managers, with the Board of Directors responsible for the individual distribution of these funds, in accordance with these Bylaws.
Article 16. Any meeting of the management bodies will be validly convened with the attendance of a majority of its members, with its decisions based on the vote of the majority of those in attendance.
Sole Paragraph. Prior notice of meetings of the Board of Directors and the Executive Board is waived if all their members are present, with votes cast by delegation to another member or in writing being permitted for this purpose.
Section I – Board of Directors
Article 17. The Board of Directors is composed of a minimum of five (5) and a maximum of seven (7) members, with one member appointed Chairman, one member appointed Vice-Chairman and the remaining members designated as Directors, all of whom are elected to and removed from office by the Shareholders’ Meeting, with a unified term of office of two years, with reelection permitted.
Paragraph One. Of the members of the Board of Directors, at least 2 (two) or 20% (twenty percent), whichever is greater, must be independent directors, as defined in the Novo Mercado regulation, with the characterization of those appointed to the Board of Directors as independent directors, and be deliberated in the General Metting which elects them. When as a result of calculating this percentage, a fractional number of directors results, rounding up to entire number will proceed.
Paragraph Two. A member of the Board of Directors is prohibited from accessing information or participating in Board meetings concerning matters in which they have or represent interests that conflict with those of the Company.
Article 18. In elections of Directors, the Shareholders’ Meeting will determine, by majority vote, the number of Directors to be elected.
Article 19. The Directors, in their first meeting, must appoint, by a majority of votes, the Chairman and Vice-Chairman, with the person serving as Chairman of the Board prohibited from simultaneously serving as the Chief Executive Officer or principal executive of the Company.
Sole Paragraph. The Vice Chairman of the Board of Directors will be responsible for replacing the Chairman in his absences or impediments.
Article 20. The Board of Directors shall meet ordinarily four times a year and extraordinarily whenever convened by its Chairman or by the majority of its members. Board meetings may be held in person at the Company’s headquarters or through any means of communication that ensures the effective participation of the directors and the authenticity of their votes, including, but not limited to, telephone or video conferencing.
Paragraph 1. Call notices for meetings must be made at least seventy-two (72) hours in advance.
Paragraph 2. All decisions of the Board of Directors must be recorded in the respective minutes book and signed by all Directors in attendance.
Paragraph 3. At meetings of the Board of Directors, votes by made by delegation on behalf of another Director and votes made in advance in writing and votes submitted by facsimile, e-mail or any other means of communication are permitted, with the Directors who voted using such methods considered as present.
Article 21. In addition to their other powers established by law or by these Bylaws, the Board of Directors has the authority to:
- exercise the rulemaking functions of the activities of the Company, and may assume the examination and deliberation of any matter that does not fall under the exclusive authority of the Shareholders’ Meeting or the Executive Board;
- determine the general orientation of the activities of the Company;
- elect and remove the Officers of the Company;
- call Shareholders’ Meetings when deemed convenient or in the cases described in Article 132 of Federal Law 6,404/76;
- supervising the management of the Executive Officers, reviewing the Company’s books and records at any time, and requesting information on contracts entered into or under negotiation and any other acts;
- evaluating and providing opinions on the Company’s quarterly operating results;
- appointing and dismissing independent auditors;
- call on the independent auditors to provide any clarifications deemed necessary;
- reviewing and providing opinions on the Management Report and the Executive Board’s accounts and deciding on their submission to the General Assembly;
- decide on the conduction of inspections, audits and examination of the accounts of subsidiaries and affiliated companies, as well as of the foundations sponsored by the Company;
- change the widely circulated newspaper in which the Copany carries out its legal publicatons;
- recommend in favor or against any public offering for the acquisition of shares in the Company, through a reasoned report disclosed within fifteen (15) days of the publication of the stock tender offer notice, which should at minimum address: (a) the convenience and opportunity of the stock tender offer regarding the interests of shareholders as a whole and the liquidity of the securities they hold; (b) regarding the strategic plans disclosed by the Company in relation to the Company; (c) respect for alternatives to accepting the public offering of shares available on the market;
- authorize the issuance of the Company;s shares whithin the limits authorized by the Bylwas, establishing the issuance conditions, including price and payment period, and may also exclude or reduce the preemptive right in the issuance of shares, subscription bonuses and converible debentures, whose placement is made by sale on the stock exchange or by public subscription or in a public offer for acquisition of control, under the terms established by law;
- approving the acquisition of the Company’s own shares for holding in treasury and/or subsequent cancellation or sale, in compliance with CVM regulations;
- proposing, for shareholder approval, plans for granting shares or options to purchase or subscribe to shares to administrators and employees of the Company, as well as to administrators and employees of companies directly or indirectly controlled by the Company, without preemptive rights for shareholders, and approving specific programs for granting these options or shares under the plan’s terms, as applicable;
- authorizing the issuance of credit instruments for fundraising, including debt securities, debentures, commercial paper, and others commonly used in the market, and deciding on their issuance and redemption terms;
- establishing criteria for distributing profit-sharing amounts to employees and administrators, as provided by the Bylaws;
- approving the issuance of non-convertible debentures;
- organizing its work in compliance with the Bylaws and applicable laws, and approving internal rules for its operation;
- approving the hiring of the depositary institution responsible for bookkeeping services for the Company’s shares;
- creating committees or working groups with defined objectives to assist the Board in its functions, acting as advisory bodies without decision-making powers, composed of members designated by the Board from within the administration and/or other individuals associated directly or indirectly with the Company; and
- setting limits and thresholds for acts by the Executive Officers and other internal departments of the Company.
Article 22. The Board of Directors of the Company may indicate one or more observers for its meetings who do not have the right to vote and will not count for quorum purposes, in order to support the Board of Directors in all of its meetings.
Section II – Executive Board
Article 23. The Executive Board is composed of a minimum of two (2) and a maximum of five (5) members, who are elected and may be removed at any time by the Board of Directors, shareholders or not, with terms of office of three (3) years, with reelection permitted. Among them, at least 1 (one) shall be designated as Chief Executive Officer and 1 (one) as Chief Financial Officer and Investor Relations Officer, with the remaining officers holding no specific designation.
Article 24. Observing the provisions of the law and these Bylaws pertinent to the decisions of the Shareholders’ Meeting and the powers of the Board of Directors, the Officers have the authority to:
- manage the ordinary business of the Company and execute the resolutions made by the Shareholders’ Meeting and the Board of Directors;
- direct and distribute the internal administrative tasks of the Company;
- supervise the Company’s accounting services;
- prepare the Management Report, the Financial Statements, and the Accounts of the Company, for review and approval by the Board of Directors and the Shareholders’ Meeting;
- ecide on the creation or closure of subsidiaries, branch offices, agencies, warehouses, offices, and any other establishments, both in Brazil and abroad;
- decide on the sale or disposal of the Company’s non-current assets and those of its subsidiaries, subject to the limits and authority established by the Board of Directors;
- decide on entering into consortium agreements by the Company, in accordance with Articles 278 and 279 of Federal Law 6,404/76, even if such contracts involve amounts or operations above the limits set by the Board of Directors;
- provide guarantees, sureties, and collateral for subsidiaries and other companies in which the Company participates, for the development of real estate projects in the form of real estate development under Law No. 4,591/64 and urban land subdivision under Law No. 6,766/79; and
- present proposals to the Board of Directors for any actions that exceed the limits and authority of the Officers set by the Board of Directors.
Paragraph 1. In addition to coordinating the activities of the Officers and managing the execution of the activities related to the general planning of the Company, the Chief Executive Officer has the authority to:
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- call and preside over the meetings of the Executive Board;
- keep the members of the Board of Directors informed on the activities of the Company and the evolution of its operations; and
- propose and monitor the targets and budgets for the performance and results of the various areas of the Company.
Paragraph 2. The Chief Financial Officer and Investor Relations Officer shall have, among other responsibilities assigned to them:
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- plan, coordinate, organize, supervise and direct the activities related to operations of a financial nature of the Company;
- prepare the financial statements and the annual management report of the Company; and
- coordinate the assessment and implementation of investment opportunities and operations, including financing, as well as prospecting, analyzing and negotiating such investments for the realization of activities of interest to the Company;
- represent the Company before the Securities and Exchange Commission, shareholders, investors, stock exchanges, the Central Bank of Brazil, and other entities related to capital markets activities.
Paragraph 3. The Officers with no specific portfolio have the duty to assist the Chief Executive Officer in supervising, coordinating, directing and managing the activities and businesses of the Company and in all tasks to which they are assigned.
Article 25. The meetings of the Executive Board must be preceded by a call notice sent to all members by the Chief Executive Officer and convened with the presence of the majority of its members, with decisions duly taken by the majority of officers present and the CEO holding, in addition to his/her own vote, the deciding vote in the event of a tie.
Sole Paragraph. Any Officer or attorney-in-fact acting alone may (i) represent the Company in court and, (ii) give receipts and discharges and gather information on security and guarantees at public or private entities.
Article 26 – Any acts, agreements, bills of exchange, checks, documents and papers entailing a liability to the Company or discharging obligations of others to the Company are only valid if signed by two Officers, by an Officer and an attorney¬-in-fact or by two attorneys-in-fact, irrespective of the express authorization of the Shareholders’ Meeting or the Board of Directors.
Sole Paragraph. Any Officer or attorney-in-fact acting alone may (i) represent the Company in court and, (ii) give receipts and discharges and gather information on security and guarantees at public or private entities.
Article 27. Powers of attorney shall be granted, always in the name of the Company, by two directors, and the mandates must specify their duration and the powers granted, except for those for judicial purposes.
Article 28. The Fiscal Council of the Company, with the authority conferred to it by law, is composed of a minimum of three (3) members, a maximum of five (5) members and an equal number of alternates and is only installed upon request by the shareholders, in accordance with the law.
Article 30. The fiscal year commences on January 1 and ends on December 31 of each year, when the financial statements required under Federal Law 6,404/76 and complementary legislation are prepared.
Paragraph 1. The Company and its officers must conduct a public presentation regarding the information disclosed within 5 (five) business days after the release of quarterly results or financial statements.
Paragraph 2. It is at the discretion of the Board of Directors to: (a) distribute dividends based on profits reported in semi-annual financial statements; (b) prepare financial statements for periods shorter than six months and distribute dividends based on the profits reported therein, provided that the total dividends paid in each semester of the fiscal year do not exceed the amount of capital reserves referred to in Article 182, Paragraph 1 of Law No. 6,404/1976; or (c) distribute interim dividends from retained earnings or profit reserves existing in the last annual or semi-annual financial statement. Interim dividends may be credited toward the minimum mandatory dividend.
Article 31. The Company must distribute, in each fiscal year, mandatory dividends of at minimum twenty five percent (25%) of adjusted net income, calculated in accordance with Article 202 of Federal Law 6,404/76.
Article 32. The Board of Directors may pay or credit, to shareholders, interest on equity, in accordance with applicable legislation, which may be credited toward the minimum mandatory dividend, integrating this amount into the total dividends distributed by the Company.
Article 33. By resolution of the Shareholders’ Meeting, up to 10% (ten percent) of the result for the fiscal year, after any legal deductions, may be allocated for payments to employees and administrators of the Company, as set forth in Article 190 of Law No. 6,404/76, provided that the mandatory dividend is guaranteed to the Company’s shareholders.
Paragraph 1. It is the responsibility of the Board of Directors to establish the criteria for distributing profit-sharing to employees and administrators of the Company, as mentioned above.
Paragraph 2. The provisions of this Article 33 do not limit or restrict the Company’s ability to pay its employees and administrators profit-sharing in accordance with applicable labor laws and any collective agreements or conventions to which the Company is bound.
Article 34. The Company will maintain a profit reserve designated “Expansion Reserve” that will ensure resources for financing additional investments in fixed and working capital and will be formed from up to one hundred percent (100%) of the net income remaining after the deductions established by law and in these Bylaws, with said reserve not surpassing the lesser of the following values: (i) 80% of the capital stock; or (ii) the difference between the value of the capital stock less the balance of the other profit reserves, except for the contingency and unrealized profit reserves.
Article 35. The direct or indirect Alienation of Control of the Company, whether through a single transaction or successive transactions, must be contracted under the condition that the Acquirer of control commits to making a public offer to acquire the shares, targeting the shares issued by the Company held by other shareholders, in accordance with the conditions and deadlines set by applicable legislation, regulations in force, and the Novo Mercado segment Regulation, ensuring equal treatment for the Selling Controlling Shareholder.
Article 36. The public offer referred to in the previous article must also be carried out: (i) in cases where there is an onerous assignment of subscription rights to shares and other securities or rights relating to securities convertible into shares, which results in the Alienation of Control of the Company; or (ii) in the case of the alienation of control of a company that holds the Power of Control of the Company, where the Selling Controlling Shareholder is obligated to declare the value attributed to the Company in this alienation to B3 and attach supporting documentation.
Article 37. The exit of the Company from the Novo Mercado segment may occur due to (i) a decision of the controlling shareholder or the Company; (ii) non-compliance with obligations in the Novo Mercado segment Regulation; and (iii) the cancellation of the Company’s registration as a publicly traded company or the conversion of its registration category at CVM, in which case the provisions of applicable legislation and regulations must be observed.
Article 38. The voluntary exit of the Company from Novo Mercado, as a general rule, must be preceded by a public offer of shares in the Company, in compliance with the Novo Mercado segment Regulation and applicable legal and regulatory standards, except in the case of an exemption approved at the Company’s general meeting, as set forth in Article 13, item (viii) of this Bylaw.
Paragraph 1.If no exemption is approved in the Company’s general meeting, the public offer to acquire shares must follow the procedures set by the CVM’s regulation on public offers for the cancellation of registration as a publicly traded company and must meet the following requirements: (a) the price offered must be fair, and thus, a new valuation of the Company may be requested, as provided in Article 4-A of the Brazilian Corporation Law; and (b) shareholders holding more than 1/3 (one-third) of the outstanding shares must accept the public offer to acquire shares or expressly agree to exit the segment without selling the shares.
Paragraph 2. For the purposes of this article, only shares held by shareholders who expressly agree to exit Novo Mercado or who participate in the auction of the public offer to acquire shares, as per the applicable CVM regulations for public offers to cancel the registration of a publicly traded company, are considered outstanding shares;
Paragraph 3. If the quorum mentioned in Paragraph 1, item (b) is reached: (i) the acceptors of the public offer to acquire shares will not be subject to prorated allocation in the sale of their holdings, subject to the procedures for exemption from the limits provided by CVM’s regulation on public offers; and (ii) the offeror will be obligated to acquire any remaining outstanding shares within 1 (one) month from the auction date, at the final price of the public offer, updated until the actual payment date, as per the terms of the notice and the regulations in force, which must occur within a maximum of 15 (fifteen) days from the shareholder’s exercise of the right.
Article 39. The mandatory exit from the Novo Mercado segment requires the execution of a public offer to acquire shares with the same characteristics as the public offer due to voluntary exit from the Novo Mercado segment, as set forth in the previous article.
Article 40. A single public offer to acquire shares may be made for more than one of the purposes set forth in this Chapter VII of these Bylaws, the Novo Mercado segment Regulation, or regulations issued by CVM, provided that the procedures for all types of public offers can be harmonized and there is no detriment to the recipients of the offer, and the CVM’s authorization is obtained, where required by applicable legislation.
Solo Paragraph. Notwithstanding the provisions in this Bylaw, the provisions of the Novo Mercado segment Regulation will prevail in cases where the rights of the recipients of the offers mentioned in these articles are impaired.
Article 41. The shareholders responsible for executing the public offers to acquire shares provided for in this Chapter VII of these Bylaws, the Novo Mercado segment Regulation, or the regulations issued by CVM may ensure the execution of the offer through any shareholder or third party. The Company or the shareholder, as applicable, will not be exempt from the obligation to execute the public offer to acquire shares until it is completed in compliance with the applicable rules.
Article 44. The Company and its shareholders, managers and Fiscal Council members are required to settle, through arbitration, before the Market Arbitration Chamber, in the forms of regulation, any controversies that arise, especially those related to or arising from the application, related to or arising from its status as issuer, shareholders, administrators, and members of the Fiscal Council. in particular, arising from the provisions contained in Law 6,404/76, in the Company‘s Bylaws, in the rules issued by the National Monetary Council, the Central Bank of Brazil and the CVM, as well as in the offer rules applicable to the functioning of the capital market in general, in addition to those contained in the Novo Mercado Regulation and the offer B3 regulations and the Contract of Participation of Novo Mercado.
Paragraph 1. Without prejudice to the validity of this arbitration clause, any request for urgent measures by the Parties, before the constitution of the Arbitral Tribunal, must be sent to the Support Arbitrator, in accordance with item 5.1 of the Arbitration Regulation of the Arbitration Chamber of the Market.
Paragraph 2. Brazilian law shall be the only applicable law to the merits of any and all disputes, as well as to the execution, interpretation, and validity of this arbitration clause. The Arbitral Tribunal will be composed of arbitrator(s) chosen in accordance with the provisions established in the Arbitration Regulation of the Arbitration Chamber of the Market. The arbitration procedure will take place in the City of São Paulo, State of São Paulo, where the arbitral award must be issued. The arbitration shall be administered by the Arbitration Chamber of the Market itself, conducted, and judged according to the relevant provisions of the Arbitration Regulation.
Article 43. The Company will enter into liquidation in the cases determined by law, with the Shareholders’ Meeting having the authority to appoint the liquidator or liquidators and the members of the Fiscal Council that will function during this period, observing the legal formalities.
Article 44. The Company must observe the shareholders’ agreements filed at its registered office, with the members of the presiding board of the Shareholders’ Meeting or the Board of Directors prohibited from accepting vote declarations from any shareholder that is a signatory to the shareholders’ agreement duly filed at the registered office that contradicts those stipulated in the agreement, with the Company expressly prohibited from accepting and executing the transfer of shares and/or pledges and/or the granting of preemptive rights in the subscription of shares and/or other securities that do not comply with that provided for and regulated by the shareholders’ agreement.
Article 45. The Company is prohibited from granting financing or sureties of any kind to third parties, in any form, to businesses unrelated to its corporate interests.
Update: Decemebr 3, 2024