Glossary
Controlling Shareholders: Norival Bonamichi and Jardel Massari.
Management: The Company’s Board of Directors and Executive Board.
Administrators: Members of the Company’s Board of Directors and Executive Board.
ANBIMA: Brazilian Financial and Capital Markets Association.
Central Bank or BACEN: The Central Bank of Brazil.
BM&FBOVESPA: BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange.
Brazil or Country: Federative Republic of Brazil.
B3: Brasil, Bolsa, Balcão (Brazil, Stock Market, Balcony) - created in March 2017, is the result of the activities combination of BM&FBOVESPA and CETIP.
Market Arbitration Chamber: The market arbitration chamber provided for in the Regulations of the Market Arbitration Chamber, instituted by the B3, intended to act in the resolution of conflicts that may arise in the special listing segments of the B3.
CAGR: Compound Annual Growth Rate.
CMN: National Monetary Council of Brazil.
ANBIMA Code: The ANBIMA Code of Regulations and Best Practices for Public Offerings and the Sale and Acquisition of Securities.
Civil Code: Law no. 10406, of January 10, 2002, as amended.
Company or Ouro Fino: Ouro Fino Saúde Animal Participações S.A.
Board of Directors: The Company’s Board of Directors
Fiscal Council: The Company’s Fiscal Council, installed on July 31, 2014, with the powers conferred by current legislation and the Company’s Bylaws.
Novo Mercado Participation Agreement : Agreement signed between the BM&FBOVESPA, current B3, as one party, and the Company and the Controlling Shareholders, as the other, on September 29, 2014, through which the Company and the Controlling Shareholders committed to comply with the differentiated corporate governance and market information disclosure requirements established by the Novo Mercado Regulations, in order to qualify for listing on the Novo Mercado, which will enter into effect on the publication Date of the Notice of Commencement, as long as the amount of outstanding shares issued by the Company immediately after the Offer is not smaller than R$500 million.
CVM : Brazilian Securities and Exchange Commission.
CVM Deliberation 476 : CVM Deliberation No. 476, of January 25, 2005.
Executive Board : The Company’s Executive Board.
DOESP: Official Gazette of the State of São Paulo.
Dollar, dollar, dollars or US$ : The official currency of the United States.
EBITDA: EBITDA is a non-GAAP measurement disclosed by the Company in accordance with CVM Instruction, reconciled with its financial statements, which consists of earnings before interest, taxes, depreciation and amortization. The EBITDA margin is calculated by dividing the EBITDA by the net operating revenue. The EBITDA and EBITDA margin are not measurements recognized by the accounting practices adopted in Brazil, nor by the IFRS. They do not represent the cash flow for the periods presented and should not be considered as an alternative to net income or operating cash flow, nor should they be considered indicators of operating performance or as alternatives to cash flow as an indicator of the Company’s liquidity. For more information about non-GAAP measurements and the reconciliation of net income (loss) with EBITDA, see item 3.2 of the Reference Form.
Adjusted EBITDA: The Adjusted EBITDA consists of the EBITDA adjusted to exclude discontinued operations, back office costs prorated for other parties (shared service agreements) and provisions for the impairment of intangible assets. For a reconciliation of net income with Adjusted EBITDA, see item "3.2 Non-GAAP Measurements" in the Reference Form.
United States : United States of America.
Bylaws : Bylaws of the Company.
Reference Form : The Company’s Reference Form, prepared in accordance with CVM Instruction 480.
General Atlantic: GA Latin America Investments, LLC.
CVM Instruction 325 : CVM Instruction No. 325, of January 27, 2000, as amended.
CVM Instruction 358 : CVM Instruction No. 358, of January 3, 2002, as amended.
CVM Instruction 400 : CVM Instruction No. 400, of December 29, 2003, as amended.
CVM Instruction 480 : CVM Instruction No. 480, of December 7, 2009, as amended.
CVM Instruction 527: CVM Instruction No. 527, of October 4, 2012.
Regulatory Instruction 13: MAPA Regulatory Instruction No. 13, of May 29, 2014.
JUCESP: Board of Trade of the State of São Paulo.
Law 4131 : Law No. 4131, of September 3, 1962, as amended.
Brazilian Corporation Law : Law No. 6404, of December 15, 1976, as amended.
Capital Markets Law: Law No. 6385, of December 7, 1976, as amended.
Novo Mercado : Special listing segment of the BM&FBOVESPA, with differentiated corporate governance rules.
NYSE: New York Stock Exchange.
Ouro Fino Agronegócio: Ouro Fino Agronegócio Ltda.
Ouro Fino Participações: Ouro Fino Participações e Empreendimentos S.A.
Ouro Fino Química: Ouro Fino Química S.A.
Final Prospectus: The Final Prospectus for the Public Offering of the Primary and Secondary Distribution of Common Shares Issued by Ouro Fino Saúde Animal Participações S.A., including the attached Reference Form.
Prospectus or Preliminary Prospectus : The Preliminary Prospectus for the Public Offering of the Primary and Secondary Distribution of Common Shares Issued by Ouro Fino Saúde Animal Participações S.A., including the attached Reference Form and any amendments and/or supplements.
Prospectuses: The Final Prospectus and the Preliminary Prospectus, taken together.
R&D: Research and Development.
Real, real, reais or R$ : Official currency of Brazil.
Rule 144A: Rule 144A issued under the Securities Act.
Arbitration Regulations: Regulations of the Market Arbitration Chamber instituted by the B3, including subsequent amendments, which govern the arbitration procedures to which all conflicts are submitted, established in the arbitration clause inserted in the Company’s Bylaws and contained in the terms of consent of the Administrators, members of the Fiscal Council and the Controlling Shareholders.
Regulations of the Novo Mercado: Listing regulations for the Novo Mercado, issued by the B3, which govern the requirements for the trading of the securities of publicly-held companies on the Novo Mercado, establishing differentiated listing rules for these companies, their administrators and their controlling shareholders.
Regulation S : Regulation S of the United States Securities Act of 1933, as amended.
CMN Resolution 2689 : CMN Resolution 2689, of January 26, 2000, as amended.
SEC : Securities and Exchange Commission of the United States.
Securities Act: Securities Act of 1933 of the United States, as amended.
SINDAN: National Union of the Animal Health Products Industry.