‘One share, one vote’: SAFIEL’s proposal for shareholder rights

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Central do Timão

·8. November 2025

‘One share, one vote’: SAFIEL’s proposal for shareholder rights

By Daniel Keppler / Central do Timão Editorial Team

On the afternoon of this Thursday (6th), Central do Timão hosted in its studio at HubFiel, located in the West wing of the Neo Química Arena, SAFIEL representatives Carlos Teixeira and Eduardo Salusse, for an interview that lasted about 1h40, where various technical details of the proposal delivered by the group to Corinthians to manage the club's football through a SAF were discussed.

One of the topics discussed in the interview concerns the voting rights of the Fiel Investor, which is how SAFIEL names the Corinthians fan who will buy shares of the SAF if the project comes to fruition. Teixeira explained, stating that the majority composition in shareholder decisions is linked not only to the investor's CPF but also to the number of shares they own – the so-called “one share, one vote.”

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“(The vote is linked) To the CPF and the number of shares. If you have ten shares and I have five, you vote representing your ten shares, I vote representing my five. This means you vote twice as much as I do. One share, one vote.”

In practice, this concept ties the weight of each shareholder's vote to the total they have invested in shares – and this directly influences how decisions will be approved in SAFIEL. This is because, in this model, the majority will be constituted as soon as a group of investors, collectively holding more than 50% of the shares composing the SAF, gather in a vote.

Furthermore, currently, SAFIEL's proposal does not require that majorities be constituted by a minimum number of shareholders from each of the so-called buckets, or investor groups (Professional Investors, who will buy more than 15,000 shares per CPF, with restrictions to prevent concentration in family groups, Broad Retail, between 11,000 and 15,000 shares, and Popular Reserve, between one and ten shares).

In other words, there is theoretically a possibility that majorities in votes could be constituted, eventually, solely with the support of shareholders from the Professional Investors and Broad Retail buckets, as their shares of the total could reach up to 30% and 45%, respectively, with the capacity, therefore, to form simple (50+1%) and qualified (2/3) majorities on their own.

On the other hand, SAFIEL presents some mechanisms to try to prevent this potential concentration of power. One of them is the limitation for any shareholder to vote representing more than 1.8% of the shares, although the possibility of buying a percentage higher than this index is admitted. Another is the prohibition of agreements for block voting, something treated as a fundamental statutory clause by the group.

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