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To: elmatador who wrote (60065)	2/6/2005 3:59:02 AM
From: dalroi	Respond to of 74559

why :-) ? cheers S btw i own some rio however i realy cant figure our rio-p

To: elmatador who wrote (60065)	2/6/2005 4:53:01 AM
From: Taikun	Read Replies (2) \| Respond to of 74559

Elmat, What's your take on RIO-P? (Maybe I should be in RIO?) I elected to purchase over RIO. As I understand, it is common without votes, and in exchange you get any special dividends. Minimum dividends are declared on the common, preferred and golden shares (trade in Brazil only) and if anything extra is declared for the year, it goes to RIO-P. So, in exchange for no voting rights, RIO-P get extra dividends. RIO-P trades at a 15% discount, but same dividend or more. The only downside is you can't sell covered calls, which are possible on RIO. What says you? David cvrd.com.br cvrd.com.br I found this posted: also from filing F-3 dated 2/5/2002, page 116: " Our by-laws authorize the issuance of up to 300 million common shares and up to 600 million preferred class A shares or preferred class B shares, in each case based solely on the approval of the board of directors without any additional shareholder approval. There are currently no preferred class B shares outstanding. Under the Brazilian Corporation Law, the number of preferred non-voting or restricted voting shares outstanding, such as the preferred shares, may not exceed two-thirds of the total number of outstanding shares. Each common share entitles the holder thereof to one vote at meetings of our shareholders. Holders of common shares are not entitled to any preference relating to our dividends or other distributions or any preference upon our liquidation. Holders of preferred class A shares are generally entitled to the same voting rights as holders of common shares, except with respect to the election of members of the board of directors, and are entitled to a minimum annual non-cumulative preferential dividend of 6% of their pro rata share of our paid-in capital prior to any distribution to holders of common shares or to holders of preferred class B shares, if any. Holders of preferred class A shares and the golden share may also elect one member of the permanent audit committee and an alternate. Non-controlling holders of common shares comprising at least 10% of the common shares outstanding may also elect one member of the audit committee and an alternate. The preferred class A shares are not entitled to any preference in the case of our liquidation." And this: from page 22 of F-3 filed 2/5/2002: " Holders of preferred class A shares and the golden share are entitled to receive an amount equal to 6% of their pro rata share of our paid-in capital prior to any distribution to holders of preferred class B shares, if any are issued, or to holders of common shares. Holders of preferred class B shares, if any are issued, are entitled to receive an amount equal to 6% of their pro rata share of our paid-in capital prior to any distribution to holders of common shares and to any additional distribution to holders of preferred class A shares and the golden share. After holders of common shares receive distributions per share in an amount equal to the preferential dividend of holders of preferred shares, all holders of shares receive the same additional distribution amount per share. According to Law No. 10,303, the recently enacted law that amended the Brazilian Corporation Law, in order to be listed and traded on stock exchanges, preferred shares must entitle their holders to at least one of the following rights: (i) a non-cumulative preferential dividend equal to at least 3% of the book value per share and the right to receive the same additional dividend amounts as are paid to holders of common shares, after holders of common shares have received distributions equivalent, on a per share basis, to the preferential dividends; (ii) a preferential dividend 10% higher, on a per share basis, than the dividends and other distributions received by holders of common shares; or (iii) rights to join in any sale of control by our controlling shareholder at a price per share at least equal to the price paid for common shares."