Annual Circular 2024 CVM/SEP

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

ANNUAL CIRCULAR 2024 CVM/SEP
Rio de Janeiro, March 7, 2024.

SUBJECT: General guidelines on procedures to be observed by public companies, foreign companies, and incentivized companies.

Dear Investor Relations Director/Legal Representative,

In this Annual Circular, the Department of Corporate Relations (SEP) guides securities issuers on the procedures that must be observed when sending periodic and occasional information. Guidelines are also presented regarding interpretations given by the CVM Collegiate Board and the SEP regarding relevant aspects of legislation and regulation, which must be considered by issuers when carrying out certain operations.

Through this document, the SEP also intends to foster the disclosure of corporate information in a manner consistent with best corporate governance practices, aiming for transparency and equity in relationships with investors and the market, as well as minimizing eventual deviations and, consequently, reducing the need to formulate requirements and apply penalty fines and sanctions.

This document consolidates the Annual Circulars previously issued by the SEP, however, it does not dispense with reading the applicable norms and monitoring the decisions of the CVM Collegiate Board, and the update of corporate legislation and regulation must be observed, especially those that occurred after the present date.

Regarding the Reference Form, the guidelines presented in this Annual Circular consider the structure established in CVM Resolution No. 80/22, with the wording given by CVM Resolution No. 59/21. If there is a need to resubmit the document in the previous structure, the guidelines presented in ANNUAL CIRCULAR 2022 CVM/SEP are valid.

In this year of 2024, the SEP included, as an Annex to this Annual Circular, the "Panel of Companies with ESG Aspects", which presents some information on the environmental, social, and corporate governance aspects of public companies, considering the limitations found, which are explained in the presentation of data extracted from the last version delivered of the 2023 Reference Forms.

The annual update of this Annual Circular counts on the collaboration of all components of the SEP, and the involvement of employees is of fundamental importance.

In addition to reading this Annual Circular, it is recommended:

Regarding accounting matters, reading the SNC/SEP Circulars:
http://conteudo.cvm.gov.br/legislacao/index.html?buscado=true&contCategoriasCheck=1&vimDaCategoria=/legislacao/oficios-circulares/snc-sep/;
Regarding other matters, reading the Circulars issued by the other CVM superintendencies, especially those issued jointly with the SEP:
http://conteudo.cvm.gov.br/legislacao/oficios-circulares.html;
Regarding regulation issued by the CVM, reading the reports of public hearings and consultations: http://conteudo.cvm.gov.br/audiencias_publicas/index.html;
Regarding best corporate governance practices, reading the Brazilian Corporate Governance Code:
https://conhecimento.ibgc.org.br/Paginas/Publicacao.aspx?PubId=21138;
Regarding the disclosure and use of information, aiming to contribute to avoiding cases of insider trading in the Brazilian capital market, reading the Guide of Recommendations and Best Practices for the Prevention of Insider Trading, by AMEC and Vieira Rezende Advogados: https://amecbrasil.org.br/wp-content/uploads/2022/12/VieiraRezende_AMEC_Guia-de-Prevencao-a-Insider-Trading.pdf.

Sincerely,

FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations

TABLE OF CONTENTS

1 The Department of Corporate Relations (SEP).................................................. 14
1.1 Digital signature in SEP services.................................................................................................17

2 Issuer Registration .................................................................................................... 18
2.1 Issuer categories......................................................................................................................18
2.2 Issuer registration request.............................................................................................................18
2.3 Obtaining login, password, and code by new companies for use of the Empresas.NET System..............................................................................................................................................19
2.4 Sending documents........................................................................................................................20
2.5 Inspection fee .............................................................................................................................21
2.5 Resubmission of documents.........................................................................................................22
2.6 Financial statements presented in the registration request.......................................................23
2.7 After the granting of public company registration...........................................................................24
2.8 Additional guidelines ........................................................................................................................25
2.9 Registration update........................................................................................................................26
2.10 Issuers of depositary receipts of securities (BDR) .................................................28
2.11 Category conversion requests...................................................................................................31
2.12 Consequences of non-delivery of information .................................................................................32
2.13 Penalty fines............................................................................................................................32
2.14 Appeal against the application of a penalty fine.................................................................................33
2.15 Publication of the list of non-compliant issuers............................................................................35
2.16 Ex officio suspension of issuer registration........................................................................................35
2.17 Ex officio cancellation of issuer registration due to information non-compliance..........................36
2.18 Sanctioning administrative process .................................................................................................36
2.19 Other grounds for cancellation of registration ..................................................................................37
2.19.1 Voluntary cancellation of registration ..........................................................................................37
2.19.2 Ex officio cancellation of the issuer's registration due to its extinction.............................39

3 Periodic Information............................................................................................... 40
3.1 Management report .................................................................................................................40
3.2 Financial statements.................................................................................................................41
3.2.1 .Financial institutions authorized to operate by the Central Bank of Brazil..........................48
3.2.2 .Advance disclosure of financial information....................................................................49
3.2.3 .Capital budget...................................................................................................................50
3.2.4 .Integrated report – start of validity of CVM Resolution No. 14/20 – need to use the "Integrated Report" category in ENET ........................................................................................51
3.2.5 .Relevant aspects to be observed in the preparation of explanatory notes and the management report......................................................................................................................51
3.2.6 .Report on financial information related to sustainability, based on the international standard issued by the International Sustainability Standards Board – ISSB.....................53
3.2.7 .Validity of Technical Pronouncement CPC 50 – Insurance Contracts .......................................53
3.2.8 .Changes to CPCs 03, 32, 03 and 40 - CVM Resolution No. 197 of 26.12.2023.............................54
3.3 Periodic forms........................................................................................................................54
3.3.1 .Registration form.....................................................................................................................54
3.3.2 .Reference form..............................................................................................................56
3.3.2.1 Annual submission of the form .................................................................................................56
3.3.2.2 Update of the reference form ..............................................................................57
3.3.2.3 Resubmission of the reference form due to public distribution registration..............................................................................................................................................60
3.3.4 .Standardized financial statements – DFP ........................................................................61
3.3.5 .Quarterly information – ITR ......................................................................................................62
3.3.6 .Securitization company report...........................................................................................................65
3.3.7 .Report on Brazilian Corporate Governance Code – Public Companies..............65
3.4 Ordinary General Assembly – OGA.......................................................................................................66
3.4.1 .Notice of article 133 of Law No. 6.404/76............................................................................67
3.4.2 .Management proposal for OGA .........................................................................................68
3.4.2.1 Issuers registered in category A for which CVM Resolution No. 81/22 applies ..............................................................................................................................................68
3.4.2.2 Issuers registered in category B and in category A for which CVM Resolution No. 81/22 does not apply ...................................................................................................................73
3.4.3 .Notice of OGA summons ......................................................................................................73
3.4.4 .Summary and minutes of the OGA ..................................................................................................75
3.4.5 .Remuneration of administrators/fiscal councilors............................................................76
3.5 Report and communications of the fiduciary agent ..................................................................................78

4 Main Occasional Information................................................................................ 79
4.1 Relevant act and fact.............................................................................................................................79
4.1.1 .Distinction between relevant fact and market communication ........................................................84
4.1.2 .Minimum information necessary to be disclosed upon the acquisition of a company (or of corporate participation in another company)............................................................86
4.2 Extraordinary General Assembly (EGA), special assembly (ESP) and debentureholders' assembly (ADEB)................................................................................................................................86
4.2.1 .Notice of summons for EGA, ESP and ADEB...........................................................................87
4.2.2 .Management proposal for EGA, ESP and ADEB..............................................................90
4.2.2.1 Management proposal – category A – companies authorized by a market administrator for the trading of shares on a stock exchange and having shares in circulation..............................................................................................................................................90
4.2.2.2 Management proposal – category B and companies in category A for which CVM Resolution No. 81/22 does not apply..................................................................................94
4.2.3 .Summary and minutes of the EGA, ESP and ADEB.......................................................................95
4.3 Projections.............................................................................................................................................95
4.4 Shareholders' agreement ...........................................................................................................................97
4.5 Group of companies convention....................................................................................................98
4.6 Bankruptcy petitions and judgments..........................................................................................................98
4.7 Petitions and judgments involving judicial and extrajudicial reorganization ...............................................98
4.8 Negotiations by administrators, persons related to them, and subsidiaries, affiliates and the company itself with securities issued by the company..............................................................................................................................................99
4.9 Relevant negotiations.....................................................................................................................101
4.9.1 .Obligated party ..........................................................................................................102
4.9.2 .Object of the relevant participation ..............................................................................................103
4.9.2.1 Shares...................................................................................................................................103
4.9.2.2 Financial derivative instruments and other securities referenced in shares ............................................................................................................................................103
4.9.2.3 ADR, GDR and BDR ..................................................................................................................104
4.9.2.4 Share lending..........................................................................................................105
4.9.2.5 Indirect participation ...........................................................................................................105
4.9.3 .Calculation of increase or decrease in participation......................................................................106
4.9.4 .Group of persons acting in concert or representing the same interest ......................108
4.9.5 .Responsibility of the administrator or manager..........................................................................109
4.9.6 .Time and form of disclosure...............................................................................................110
4.9.7 .Content of the declaration of increase and decrease in participation............................................111
4.9.8 .Disclosure of the declaration by non-resident investor...........................................................112
4.10 Trading policy.......................................................................................................................112
4.11 Investment plan.......................................................................................................................113
4.12 Disclosure policy........................................................................................................................114
4.13 Bylaws ...................................................................................................................................116
4.14 Meetings of the board of directors and the fiscal council ..........................................................116
4.15 Communication of auditor change...............................................................................................117
4.16 Communication on transactions between related parties ..............................................................118
4.17 Communication regarding indemnity contracts ............................................................................123
4.18 Share-based remuneration plans ....................................................................................123
4.19 Results release........................................................................................................................124
4.20 Material for presentation to analysts/market agents.............................................................124
4.21 Market maker.......................................................................................................................125
4.22 Installation of the statutory audit committee and election of its members.....................................126
4.23 Communication regarding the holding of lives.......................................................................................126
4.24 Operational data and metrics..........................................................................................................128
4.25 Communication on corporate lawsuits.......................................................................................129
4.26 Report on financial information related to sustainability............................................129
4.27 Clawback policy ..........................................................................................................................130

5 Guidelines Common to Periodic and Occasional Information ......................................130
5.1 Cooperation Agreement CVM and B3 – Brasil, Bolsa, Balcão (B3).......................................................130
5.2 General guidelines.............................................................................................................................130
5.3 Obligation to maintain a page on the worldwide web..........................................133
5.4 Confidentiality request .............................................................................................................134
5.5 Documents in foreign language ..................................................................................................134

6 Special Rules on Issuers...............................................................................135
6.1 Issuers with high market exposure (EGEM) and frequent fixed-income issuer.............135
6.2 Issuers in special situation ........................................................................................................136
6.2.1 .Issuers in extrajudicial reorganization ...................................................................................136
6.2.2 .Issuers in judicial reorganization............................................................................................137
6.2.3 .Issuers in bankruptcy ................................................................................................................138
6.2.4 .Issuers in liquidation ............................................................................................................138

7 Relevant Corporate Events and Other Guidelines.................................................139
7.1 Guidelines common to ordinary and extraordinary general assemblies.........................................139
7.1.1 .Representation of shareholders in assembly ............................................................................139
7.1.2 .Public requests for proxy ......................................................................................................140
7.1.3 .Request for list of shareholders' addresses (article 126, paragraph 3, of Law No. 6.404/76) ...............................................................................................................................................142
7.1.4 .Installation of the fiscal council and election of its members........................................................143
7.1.5 .Election of members of the board of directors.................................................................147
7.1.6 .Plural vote ..................................................................................................................................154

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br
7.2 Remote Voting – CVM Resolution No. 81/22.....................................................................................155
7.2.1 Scope of CVM Resolution No. 81/22.........................................................................................155
7.2.2 Remote voting ballot........................................................................................................157
7.2.3 Frequently asked questions for completion .....................................................................................161
7.2.4 CICORP System and integration with the Empresas.NET System ...................................................162
7.2.5 Remote voting exercised through service providers................................................163
7.2.6 Direct exercise of remote voting......................................................................................164
7.2.7 Calculation of votes at the general meeting...................................................................................165
7.2.8 Proof of uninterrupted ownership of shares in an election separate from the
board of directors in the case of remote voting......................................................................167
7.2.9 Presentation of documents – demonstrative table ..........................................................169
7.3 Abuse of voting rights and conflict of interest (article 115, paragraph 1, of Law No.
6.404/76)...................................................................................................................................................169
7.4 Incorporation, merger, and spin-off...............................................................................................................171
7.5 Acquisition of a commercial company by a publicly held company................................................................174
7.6 Conversion of shares...........................................................................................................................176
7.7 Right of withdrawal..............................................................................................................................177
7.8 Capital increase by private subscription......................................................................................178
7.8.1 Surplus shares in capital increase with credits.............................................................181
7.9 Capital reduction ............................................................................................................................181
7.10 Share grouping.......................................................................................................................182
7.11 Trading blackout period.....................................................................................................183
7.12 Transactions between related parties...............................................................................................186
7.13 Indemnity commitments ...........................................................................................................189
7.14 Trading in own-issued shares ......................................................................................191
7.14.1 Competence for approval ....................................................................................................192
7.14.2 Limitations...................................................................................................................................193
7.14.3 Economic and political rights of treasury shares ........................................................195
7.14.4 Monthly information on transactions carried out .........................................................................195
7.15 Preferred share dividends (article 203 of Law No. 6.404/76) .................................................195
7.16 Communication regarding non-payment of mandatory dividend due to the company's
financial situation...........................................................................................................................196
7.17 Late, corrective, or supplementary declarations of dividends............................................196
7.18 Competence of the board of directors to deliberate on the issuance of debentures............196
7.19 Composition of the executive board ...................................................................................................196

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br
7.20 Request for certificates of entries in corporate books (article 100 of Law
No. 6.404/76)..............................................................................................................................................197
7.21 Admission of shareholders in a wholly-owned subsidiary (article 253 of Law No. 6.404/76) .............................201
7.22 Acquisition of own-issued debentures .................................................................................202
7.23 Duties and responsibilities of administrators and controlling shareholders................................202
7.24 Liability action against the controlling shareholder...............................................................................203
7.25 Suspension of shareholder rights..................................................................................................204
8 Complaints and Reports, Appeals, Inquiries, Requests for Interruption or Suspension of General Meetings, Hearings, and Requests for Review of Processes, Proposals for Commitment Terms, Calculation of Deadlines, Requests for Access to Information and LGPD
.........................................................................................................................204
8.1 Complaints and reports involving companies .........................................................................204
8.2 Appeals against decisions or statements of understanding by the SEP ............................................205
8.3 Inquiries from publicly held, foreign, and incentivized companies.......................................................206
8.4 Requests for interruption or suspension of the general meeting convocation period ..............................207
8.5 Communications with the SEP ..................................................................................................................208
8.6 Requests for hearings by individuals..........................................................................................208
8.7 Request for review of a process..............................................................................................................209
8.8 Commitment term.....................................................................................................................210
8.9 Calculation of deadlines..........................................................................................................................211
8.10 Request for access to information.........................................................................................................212
8.11 General Data Protection Law (LGPD)..............................................................................213
9 Empresas.NET System for the Preparation and Delivery of Information ..........................214
10 Guidelines for the Preparation of the Reference Form ......................................216
10.1 Guidelines applicable to the entire reference form................................................................216
10.1.1 General rules on the preparation and disclosure of information.............................................216
10.1.2 Field “other information deemed relevant”....................................................................217
10.1.3 Scope and content of information provided...............................................................217
10.1.4 Information not applicable........................................................................................................218
10.2 Guidelines for completing the reference form.....................................................218
10.2.1 Issuer's activities (section 1).................................................................................................218
10.2.1.1 Issuer's history (item 1.1).........................................................................................218
10.2.1.2 Main activities developed by the issuer and its controlled companies (item 1.2) .............219

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br
10.2.1.3 Information on the issuer's operational segments (item 1.3) .................................219
10.2.1.4 Information on products and services related to the operational segments
disclosed in item 1.3 (item 1.4) .......................................................................................................219
10.2.1.5 Information on the effects of state regulation on the issuer's activities
(item 1.6) ..........................................................................................................................................220
10.2.1.6 Environmental, social, and corporate governance (ESG) information (item 1.9)..............221
10.2.1.7 Information related to mixed-economy companies (item 1.10) .........................221
10.2.1.8 Extraordinary business and corporate transactions (items 1.11 to 1.15)..............................221
10.2.2 Directors' comments (section 2).........................................................................................222
10.2.2.1 Financial and patrimonial conditions and results of operations (items 2.1 and 2.2) ..........222
10.2.2.2 Significant changes in accounting practices and reservations and emphases present in the
auditor's report (item 2.3)............................................................................................................224
10.2.2.3 Events with relevant effects, occurred and expected, in the financial
statements (item 2.4) ..........................................................................................................................225
10.2.2.4 Non-accounting measurements (item 2.5)...................................................................................225
10.2.2.5 Events subsequent to the last financial statements closing the
fiscal year (item 2.6) ..............................................................................................................225
10.2.2.6 Policy for the allocation of results (item 2.7) ..............................................................226
10.2.2.7 Business plan (item 2.10)...........................................................................................227
10.2.2.8 Other factors with relevant influence (item 2.11)........................................................227
10.2.3 Projections (section 3).....................................................................................................................227
10.2.3.1 Disclosure of Projection (item 3.1) ....................................................................................227
10.2.3.2 Monitoring and alteration of disclosed projections during the last 3
fiscal years (item 3.2) ................................................................................................................228
10.2.4 Risk factors (section 4)...........................................................................................................229
10.2.4.1 Description of risk factors and indication of the 5 main ones (items 4.1 and 4.2)....................229
10.2.4.2 Description of market risks (item 4.3) .....................................................................................230
10.2.4.3 Judicial, administrative, or arbitral proceedings in which the issuer or its
controlled companies are parties (item 4.4).....................................................................................................231
10.2.4.4 Information on relevant confidential proceedings in which the issuer or its
controlled companies are parties that have not been disclosed in item 4.4 (item 4.6) ............................234
10.2.4.5 Other relevant contingencies not covered by the previous items (item 4.7).........................234
10.2.5 Risk management and internal controls policy (section 5) ........................................235
10.2.5.1 Description of the risk factor management policy adopted by the
issuer (item 5.1) ..........................................................................................................................................235
10.2.5.2 Internal controls (item 5.2)..........................................................................................................................................235
10.2.5.3 Internal integrity mechanisms and procedures adopted by the issuer
(item 5.3) ..........................................................................................................................................236
10.2.5.4 Comments on significant alterations and expectations (item 5.4) ............................237
10.2.6 Control and economic group (section 6)......................................................................................237
10.2.6.1 Identification of the controlling shareholder or group of controlling shareholders (item 6.1) ....................237

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br
10.2.6.2 Identification of shareholders, or groups of shareholders acting in concert or
representing the same interest, with a participation equal to or greater than 5% of a
same class or species of shares (item 6.2) ....................................................................................238
10.2.6.3 Capital distribution (item 6.3)..........................................................................................................................................239
10.2.6.4 Participation in companies (item 6.4) ..........................................................................................................................................241
10.2.6.5 Organizational chart of the issuer's shareholders (item 6.5)..........................................................................................................................................241
10.2.7 General meeting and administration (section 7)..........................................................................................................................................241
10.2.7.1 Description of the issuer's administrative structure (item 7.1)..........................................................................................................................................241
10.2.7.2 Description of the board of directors' performance (item 7.2) ..........................................................................................................................................242
10.2.7.3 Identification of administrators and members of the statutory audit committee (item 7.3)..........................................................................................................................................243
10.2.7.4 Identification of members of statutory committees and of audit, risk, financial, and remuneration committees (item 7.4)..........................................................................................................................................244
10.2.7.5 Subordination, service provision, or control relationships (item 7.6) ..........................................................................................................................................244
10.2.7.6 Agreements, including insurance policies, for payment or reimbursement of
expenses borne by administrators (item 7.7) ..........................................................................................................................................245
10.2.7.7 Other information deemed relevant (item 7.8) ..........................................................................................................................................245
10.2.8 Administrator remuneration (section 8)..........................................................................................................................................246
10.2.8.1 Description of the remuneration policy or practice of the board of directors,
statutory and non-statutory executive board, statutory audit committee, statutory committees, and
audit, risk, financial, and remuneration committees (item 8.1)..........................................................................................................................................246
10.2.8.2 Remuneration of the board of directors, statutory executive board, and
statutory audit committee (item 8.2) ..........................................................................................................................................247
10.2.8.3 Variable remuneration of the board of directors, statutory executive board, and
statutory audit committee (item 8.3) ..........................................................................................................................................250
10.2.8.4 Exercise price of options and potential dilution of share-based remuneration of the
board of directors and statutory executive board (item 8.5) ..........................................................................................................................................251
10.2.8.5 Granting of stock purchase options to members of the board of
administration and statutory executive board (item 8.6)..........................................................................................................................................251
10.2.8.6 Open options of the board of directors and statutory executive board at the
end of the last fiscal year (item 8.7)..........................................................................................................................................252
10.2.8.7 Options exercised related to share-based remuneration of the board of
directors and statutory executive board (item 8.8)..........................................................................................................................................253
10.2.8.8 Granting of restricted shares to members of the board of administration and
statutory executive board (item 8.10) ..........................................................................................................................................254
10.2.8.9 Shares delivered related to share-based remuneration of the board of
directors and statutory executive board (item 8.11)..........................................................................................................................................255
10.2.8.10 Information necessary to understand the data disclosed in items
8.5 to 8.11 (item 8.12)..........................................................................................................................................256
10.2.8.11 Information, by body, on the holdings held by members of the
board of directors, statutory executive board, and statutory audit committee (item 8.13)..........................................................................................................................................256
10.2.8.12 Pension plans in force granted to members of the board of
directors and statutory directors (item 8.14)..........................................................................................................................................257
10.2.8.13 Value of the highest, lowest, and average value of individual remuneration of the board
of directors, statutory executive board, and statutory audit committee (item 8.15) ..........................................................................................................................................258

COMMISSION OF SECURITIES (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

10.2.8.14 Contractual arrangements, insurance policies, or other instruments that structure remuneration or indemnification mechanisms for administrators (item 8.16) ........................................................................................................................................259
10.2.8.15 Percentage of total remuneration of each body attributed to members of the board of directors, statutory management, or audit committee who are related parties to the issuer's controllers (item 8.17).....................................................................259
10.2.8.16 Remuneration of members of the board of directors, statutory management, or audit committee received for any reason other than the function they hold (item 8.18) ........................................................................................................................................259
10.2.8.17 Remuneration of members of the board of directors, statutory management, or audit committee recognized in the results of the issuer's controllers, jointly controlled entities, and subsidiaries of the issuer (item 8.19) .......................................260
10.2.8.18 Other information deemed relevant (item 8.20) ......................................................261
10.2.9 Auditors (section 9).....................................................................................................................261
10.2.9.1 Information about independent auditors (item 9.1)..............................................261
10.2.9.2 Remuneration of independent auditors (item 9.2) ...................................................262
10.2.9.3 Other information deemed relevant (item 9.4) ..........................................................262
10.2.10 Human resources (section 10).................................................................................................263
10.2.10.1 Information about the issuer's human resources (item 10.1)..................................263
10.2.10.2 Description of the issuer's employee remuneration policy (item 10.3)...........264
10.2.11 Transactions with related parties (section 11)......................................................................264
10.2.11.1 Information about the issuer's rules, policies, and practices regarding transactions with related parties (item 11.1)................................................................................264
10.2.11.2 Information about transactions and handling of conflicts of interest and commutativity (item 11.2) ................................................................................................................265
10.2.12 Share capital and securities (section 12)........................................................................267
10.2.12.1 Share capital (item 12.1).................................................................................................267
10.2.12.2 Description of the rights of each class and species of shares issued by foreign issuers (item 12.2)......................................................................................................................268
10.2.12.3 Description of other securities (item 12.3)....................................................269
10.2.12.4 Number of holders of each type of security described in item 12.3 (item 12.4) ........................................................................................................................................270
10.2.13 Identification of persons responsible for the content of the form (section 13) ...............270

11 General Guidelines for Incentivized Companies........................................................................................271
11.1 Registration..............................................................................................................................................271
11.2 Update of registration......................................................................................................................272
11.3 Periodic documents.....................................................................................................................272
11.3.1 Financial statements........................................................................................................272
11.3.2 Notice of convening of the Shareholders' Meeting (AGO) ....................................................................................................273
11.3.3 Minutes of the AGO..................................................................................................................................273
11.3.4 Registration data of incentivized companies.........................................................................273

COMMISSION OF SECURITIES (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

11.4 Coercive fine.............................................................................................................................274
11.5 Suspension of registration .......................................................................................................................274
11.6 Ex officio cancellation of registration ..................................................................................................274
11.7 Request for voluntary cancellation of registration...............................................................................275
11.8 Simplified registration .........................................................................................................................275
11.9 Remission of debts..........................................................................................................................275
11.10 Special auctions of securities..............................................................................................................276

12 Risk-Based Supervision Plan – SBR.............................................................276
13 Corporate Governance Best Practices for Public Companies..........................277
13.1 Disclosure policy........................................................................................................................278
13.2 Trading policy.......................................................................................................................279
13.3 Risk management policy..........................................................................................................280
13.4 Policy for contracting transactions between related parties....................................................281
13.5 Dividend policy/Result allocation policy............................................................281
13.6 Corporate calendar......................................................................................................................281
13.7 Preparation of the reference form ...........................................................................................281
13.8 Timing of disclosure of relevant information........................................................................282
13.9 Shareholders' general meeting..........................................................................................................282
13.9.1 Convening deadline..................................................................................................................282
13.9.2 Agenda and documentation...............................................................................................................283
13.9.3 Partners' proposals ..................................................................................................................283
13.9.4 Meeting organization........................................................................................................284
13.10 Adoption of CVM Advisory Opinion No. 35/08 ..........................................................................284
13.11 Audit committee ........................................................................................................................285
13.12 Monthly submission of the form for traded and held securities provided for in article 11 of CVM Resolution No. 44/21......................................................................................................286
13.13 Public companies' page on the worldwide computer network.............................................287
13.14 Accounting policies manual........................................................................................................287
13.15 Management..........................................................................................................................................287
13.16 Conduct and conflicts of interest ....................................................................................................288
13.16.1 Code of conduct...................................................................................................................288
13.16.2 Policy for prevention and detection of illicit acts ......................................................288
13.17 Remuneration of administrators..................................................................................................289

COMMISSION OF SECURITIES (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

13.18 Disclosure of information in English......................................................................................289
Annex I: Panel of Companies with ESG Aspects ......................................................................... 290

COMMISSION OF SECURITIES (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

1 Company Relations Superintendence (SEP)
The SEP is responsible for registration, supervision, guidance, sanctioning, and support for standardization activities concerning public, foreign, and incentivized companies.
The SEP carries out its activities through a division of labor into 7 (seven) organizational components: Enterprise Monitoring Management 1 (GEA-1), Enterprise Monitoring Management 2 (GEA-2), Enterprise Monitoring Management 3 (GEA-3), Enterprise Monitoring Management 4 (GEA-4), Enterprise Monitoring Management 5 (GEA-5), Incentivized Companies Monitoring Division (DAIN), and the SEP itself. Currently, the main responsibilities of each of the organizational components are as follows:
Company Relations Superintendence:

Coordinate the work of enterprise monitoring manageries;
Supervise the timely provision of periodic information by companies, application of coercive fines, and semi-annual disclosure of a list of delinquent companies;
Analyze appeals against the application of coercive fines; and
Suspend and cancel ex officio (for failure to provide information) registrations of public and foreign companies.
Enterprise Monitoring Manageries 1 and 2 (GEA-1 and GEA-2):
Analyze initial registration requests for security issuers, as well as the update of registrations of companies in public offerings of distribution of securities;
Analyze company inquiries and voluntary cancellations of registration; and
Analyze compliance with standards for the disclosure of periodic and occasional documents and information by companies, their administrators, or shareholders, as well as the regularity of the allocation of companies' results.
Enterprise Monitoring Manageries 3 and 4 (GEA-3 and GEA-4):
Analyze the regularity of administrative proposals and decisions, deliberations in general assemblies, and the conduct of business by controllers and administrative bodies;
Analyze complaints involving companies;
Analyze requests to interrupt or suspend the convening period of assemblies; and
Present Accusation Terms (ordinary and simplified procedures).
Enterprise Monitoring Management 5 (GEA-5):

COMMISSION OF SECURITIES (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Analyze financial statements with audit reports containing modified opinions, as well as perform analyses focused on specific topics based on risks identified during the supervision work;
Analyze annual and interim financial statements disclosed by companies, when there is a public distribution of securities;
Determine republication of financial statements;
Analyze inquiries and complaints involving financial statements; and
Present Accusation Terms involving financial statements.
Incentivized Companies Monitoring Division (DAIN):
Act in registration, supervision, guidance, and support for standardization activities within the scope of incentivized companies;
Support the superintendence in management and planning activities;
Assist, based on data analysis, the supervision of companies within the Superintendence;
Perform other related activities.
The identification of the holders of the organizational components that make up the SEP is available on the Securities and Exchange Commission (CVM) page on the worldwide computer network, accessible at https://www.gov.br/cvm/pt-br/composicao/orgaos-especificos/superintendencia-de-relacoes-com-empresas and https://www.gov.br/cvm/pt-br/composicao/estrutura, “Company Relations Superintendence”. Service to public and foreign companies is provided by GEA-1 and GEA-2, according to activity sectors, as shown in the table below.

Activity Sector	Management
Agriculture (sugar, alcohol, and sugarcane)	GEA-2
Food	GEA-2
Leasing	GEA-1
Banks	GEA-1
Beverages and tobacco	GEA-2
Stock/commodity exchanges and futures	GEA-1
Toys and leisure	GEA-1
Commerce (wholesale and retail)	GEA-2
Foreign trade	GEA-2
Communication and information technology	GEA-2
Civil construction, construction materials, decoration	GEA-1
Cooperatives	GEA-2
Real estate credit	GEA-1
Education	GEA-2

COMMISSION OF SECURITIES (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Activity Sector	Management
Packaging	GEA-2
Electricity	GEA-1
Mineral extraction	GEA-2
Factoring	GEA-1
Pharmaceutical and hygiene	GEA-2
Printing and publishing	GEA-1
Accommodation and tourism	GEA-1
Financial intermediation	GEA-1
Machinery, equipment, vehicles, and parts	GEA-1
Metallurgy and steelmaking	GEA-2
Paper and cellulose	GEA-2
Fishing	GEA-2
Oil and gas	GEA-1
Private pension	GEA-1
Chemical, petrochemical, fuels, and rubber	GEA-1
Reforestation	GEA-2
Sanitation and water and gas services	GEA-2
Receivables securitization	GEA-1
Insurance companies and brokers	GEA-1
Transport and logistics services	GEA-2
Medical services	GEA-2
Telecommunications	GEA-2
Textile and clothing	GEA-2
Holding companies – Agriculture (sugar, alcohol, and sugarcane)	GEA-2
Holding companies – Food	GEA-2
Holding companies – Leasing	GEA-1
Holding companies – Banks	GEA-1
Holding companies – Beverages and tobacco	GEA-2
Holding companies – Toys and leisure	GEA-1
Holding companies – Commerce (wholesale and retail)	GEA-2
Holding companies – Foreign Trade	GEA-2
Holding companies – Communication and information technology	GEA-2
Holding companies – Civil construction, construction materials, and decoration	GEA-1
Holding companies – Cooperatives	GEA-2
Holding companies – Real estate credit	GEA-1
Holding companies – Education	GEA-2
Holding companies – Packaging	GEA-2
Holding companies – Electricity	GEA-1
Holding companies – Mineral extraction	GEA-2
Holding companies – Factoring	GEA-1
Holding companies – Pharmaceutical and hygiene	GEA-2
Holding companies – Printing and publishing	GEA-1
Holding companies – Accommodation and tourism	GEA-1
Holding companies – Financial intermediation	GEA-1
Holding companies – Machinery, equipment, vehicles, and parts	GEA-1
Holding companies – Metallurgy and steelmaking	GEA-2

COMMISSION OF SECURITIES (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Activity Sector	Management
Holding companies – Paper and cellulose	GEA-2
Holding companies – Fishing	GEA-2
Holding companies – Oil and gas	GEA-1
Holding companies – Private pension	GEA-1
Holding companies – Chemical, petrochemical, fuels, and rubber	GEA-1
Holding companies – Reforestation	GEA-2
Holding companies – Sanitation, water, and gas services	GEA-2
Holding companies – Receivables securitization	GEA-1
Holding companies – Insurance companies and brokers	GEA-1
Holding companies – No main sector	GEA-1
Holding companies – Medical services	GEA-2
Holding companies – Transport and logistics services	GEA-2
Holding companies – Telecommunications	GEA-2
Holding companies – Textile and clothing	GEA-2

Service to incentivized companies is provided by the DAIN component; the table above does not apply.
The same division among activity sectors applies to GEA-3 and GEA-4, with GEA-3 responsible for companies supervised by GEA-1 and GEA-4 for those supervised by GEA-2. GEA-5, in turn, is responsible for all activity sectors.

1.1 Digital signature in SEP services
Some of the documents or electronic actions that were previously signed or carried out using the so-called “simple login” in some CVM systems have now acquired a differentiated level of requirement due to the effects of Decree No. 10.543/20, effective on 01.07.2021.
Regarding activities under the competence of the SEP, the signature must be advanced or qualified, silver or gold level on the Digital Citizenship Platform (.GOV.BR), in the following cases: (i) request for registration of a security issuer, in category A, within the scope of CVM Resolution No. 160/22; (ii) filing of an appeal against a fine; (iii) request for confidential treatment of information/documents provided in response to requirements made within the scope of CVM Resolution No. 80/22 (article 61, paragraph 3); (iv) inquiries requesting confidential treatment; and (v) request for exception to immediate disclosure of a relevant fact (article 7 of CVM Resolution No. 44/21). For signing a Commitment Term with the CVM, regardless of whether the process originated in the SEP, advanced signature is also required. Other information regarding the required signature level in electronic interactions with the Agency is available on the CVM website, accessible via the links https://www.gov.br/cvm/pt-br/assuntos/noticias/cvm-destaca-procedimentos-sobre-nivel-de-assinaturas-exigidas-nas-interacoes-eletronicas-com-a-autarquia and https://www.gov.br/cvm/pt-br/assuntos/noticias/uso-de-assinaturas-eletronicas-na-administracao-publica-federal.

COMMISSION OF SECURITIES (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

2 Issuer Registration
2.1 Issuer categories
In accordance with article 3 of CVM Resolution No. 80/22, there are two categories of registration for security issuers, according to the species of securities admitted to public trading:

Category A, which authorizes the trading of any securities of the issuer in regulated securities markets; and
Category B, which authorizes the trading of the issuer's securities in regulated securities markets, except those identified below:
a) shares and depositary receipts of shares; or b) securities that confer on the holder the right to acquire the securities mentioned in letter “a”, as a result of their conversion or the exercise of the rights inherent to them, provided they are issued by the issuer of the securities referred to in letter “a” or by a company belonging to the group of the said issuer. Note that Chapter IV (Issuer's Obligations) of the Resolution establishes, in Sections II and III, which deal respectively with mandatory periodic and occasional information, specific rules for each category of issuer regarding the discipline of information provision. As provided for in article 3 of CVM Resolution No. 80/22 and item I of articles 1 and 2 of Annex A of said regulation, security issuers will indicate, at the time of registration, in which of the categories they wish to register, according to the species of securities they intend to have publicly traded. Thus, it will be up to the issuer to choose the regime of obligations to which they wish to submit. Attention is called to the fact that, in accordance with article 7 of Annex J of CVM Resolution No. 80/22, foreign companies must obtain registration in category A or B, according to the classification contained in items I and II of said article.

2.2 Issuer registration request
Since 02.04.2018, the issuer registration request, as well as all documents related to the registration requests of public companies, provided for in CVM Resolution No. 80/22, must be delivered, exclusively, electronically via the Empresas.NET System, whose access must be made through the CVM page on the worldwide computer network at the link https://www.rad.cvm.gov.br/ENET. After the installation of the Empresas.NET System, it will be necessary to use provisional login and password to send the documents. In cases of initial registration request with concomitant request for registration of public distribution of securities, the requirements to be formulated within the scope of the registration process

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

initial requests will be forwarded to the applicant via a Joint Office with the Securities Registration Superintendence (SRE), in accordance with Resolution No. 160/22.

As provided for in CVM Resolution No. 80/22, as amended by CVM Resolution No. 162/22, the applicant for initial issuer registration may request that the analysis of their application be conducted by the SEP in a reserved manner.

In such cases, the registration request must:
a) indicate the period during which such information must remain confidential in the event of withdrawal or denial; and b) declare the justification for the confidentiality of the requests, including the reasons why its disclosure may represent a competitive advantage to other economic agents or put at risk the legitimate interest of the company.

Furthermore, the initial issuer registration request made together with a request for reserved analysis of the registration of a public distribution offer of shares, as well as all documents related to the registration requests of open companies, as provided for in CVM Resolution No. 80/22, must be submitted exclusively electronically via the Empresas.NET System, as guided in the following sections of this Circular Office.

It is emphasized that, if the registration request submitted under reserved analysis escapes control, it is the issuer's responsibility for its immediate disclosure, in accordance with CVM Resolution No. 44/21.

It is alerted that CVM Resolution No. 162/22 amended and included articles in Sections I (Registration Request) and II (Waiver of Registration) of CVM Resolution No. 80/22.

Issuers applying for registration (categories A and B) without a concomitant distribution offer of securities are reminded of the incidence and collection of the inspection fee, on requests filed from 2022 onwards, in view of legal and regulatory updates, with the issuance, on 10.01.2021, of Provisional Measure No. 1.072, converted into Law No. 14.317/22, as detailed in item 2.5 of this Circular Office.

Regarding the flowchart of deadlines and stages of the issuer registration process, it is recommended to read the Joint Circular Office No. 1/2023/CVM/SEP/SRE, of 05.03.2023.

2.3 Obtaining login, password, and code by new companies for use of the Empresas.NET System

The request for provisional login, password, and code for sending, via the Empresas.NET System, documents related to the registration requests of open companies must be made by the investor relations director (DRI) or proxy designated by him, by sending the following information to the email suporteexterno@cvm.gov.br:
a) Reference: Request for authorization to send documents via the Empresas.NET System (company applying for open company registration) b) Company registration data:

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Company Name / CNPJ
Applicant registration data:
Name of the DRI or proxy / CPF / Email / Contact phones

Attention is drawn to the fact that companies that have login and password of code of companies exempt from registration for the purpose of complying with obligations to send periodic and occasional information, as provided for in CVM Resolution No. 160/22, must obtain a request for provisional login and password of a new code, adequate for companies applying for registration.

The login and password of a company exempt from registration are not valid for a company applying for registration.

If a company has its registration request denied and wishes to file a new request, it must contact CVM External Support and request a new code, provisional login, and access password for the Empresas.NET System. The code initially obtained, during the process that was denied, cannot be reused by the company.

2.4 Sending of documents

Once the documents in the Empresas.NET System related to the open company registration request have been created, they must be sent using the “Send” function, requiring the use of the provisional login provided by the CVM.

It is stressed that the Empresas.NET System must be used only for sending information related to the initial registration of open companies. Information and documents to be directed to the SRE must be sent in accordance with the procedures and guidelines established by that Superintendence.

It is requested that the last document to be presented for the purpose of the open company registration request, among those provided for in Annex A of CVM Resolution No. 80/22, be the registration request, provided for in paragraph 1, item I, of said Annex, signed by the investor relations director, preferably mentioning each document uploaded (collective descriptions should not be made; for example: instead of citing minutes of general assemblies of the last 12 months, each minute uploaded to the Empresas.NET System must be identified one by one).

Paragraph 1 of Article 5 of CVM Resolution No. 80/22 provides that the counting of the analysis deadline for the registration request provided for in the main text will only begin on the date of filing of the last document that completes the set of documents necessary for the instruction of the registration request, as indicated in Annex A of this Resolution.

It is also requested that the issuer does not file requests partially. In this sense, the issuer should start the filing of documents only when all documents are already finalized and available for sending, and should send the registration request after sending all other necessary documents.

Documents must be loaded into the appropriate associations (category, type, and species), as the filing of documents incorrectly categorized invalidates their recognition and

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br subsequent availability on the CVM page. See Manual for Sending Periodic and Occasional Information (http://conteudo.cvm.gov.br/export/sites/cvm/menu/regulados/companhias/Manual-Sistema-deEnvio-de-Informacoes-Periodicas-e-Eventuais.pdf).

It is emphasized that the category “Documents for registration of company at CVM”, type “Other documents (CVM)”, should only be used if there is no specific category or types.

Furthermore, the issuer should use a specific category, which indicates whether the document is being directed to the CVM or to B3.

Companies in category B must present, for the purpose of initial registration request, the documents provided for in Annex A of CVM Resolution No. 80/22, even if some document is not included in the obligation indicated in Article 34 of CVM Resolution No. 80/22.

2.5 Inspection Fee

Law No. 7.940/89, regarding the collection of the inspection fee for securities and securities markets, resulting from the exercise of police power legally attributed to the CVM, was amended by Law 14.317/22, with impact for open, foreign, and incentivized companies. Among the changes promoted, it is worth highlighting the collection of the fee (i) changing from quarterly to annual, to be collected in full with respect to the entire year to which it refers; and (ii) being mandatory upon filing the initial registration request, when there is no concomitant public offer of securities, to be collected according to the taxpayer's net equity on December 31 of the previous year, even in the case of companies with differentiated fiscal year, pro rata payment is not admitted, and it must be integral, regardless of the date of the request.

If the initial issuer registration request is with a concomitant request for registration of public distribution offer of securities, the fee to be paid is that related to the public offer and will be verified by the SRE.

The SRE published Circular-Office No. 1/2022-CVM/SRE, on 01.14.2022, accessible via the link http://conteudo.cvm.gov.br/legislacao/oficios-circulares/sre/oc-sre-0122.html, with guidelines on the incidence and collection of the inspection fee for securities and securities markets governed by Law No. 7.940/89, to be observed by issuers/offering parties and intermediaries in public offers of securities.

The value of the inspection fee, calculated according to Annex V of Law No. 7.940/89, due by issuers of securities who are applying for initial registration without a concomitant request for registration of public offer, will be calculated according to the taxpayer's net equity on December 31 of the previous year or, in the event that the issuer was constituted subsequently, the Fee must be collected by the lowest value provided for in the range applicable to the taxpayer, according to items I and II as provided in Article 4 of paragraph 4 of Law No. 14.317/22.

In initial issuer registration requests without concomitant registration of public offer, in which the inspection fee will be due, according to item V of Article 4 of Law No. 7.940/89, companies that have a differentiated fiscal year, that is, whose closing of the social year does not coincide with the closing of the civil year (12/31), must present a declaration signed by the investor relations director informing the value of the company's net equity on December 31 of the previous year.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br This declaration must be presented in the Empresas.NET System along with the rest of the documentation that makes up the initial filing of the registration request. It will not be necessary to present such a declaration if the company is already required to present an ITR Form regarding the quarter ending on 12/31 of the previous year, by virtue of item XV of Article 1 of Annex A of CVM Resolution No. 80/22.

There will be no overlap or double collection of the inspection fee in the event of initial registration request as issuer of securities concomitant to the registration request of public offer of securities, according to paragraph 9 of Article 4 of the aforementioned Law.

It is emphasized that no process will be opened for analysis of the initial issuer registration request if the GRU of proof of payment of the fee is not forwarded, in compliance with the provisions of paragraph 3 of Article 13 of CVM Resolution No. 54/21. If during the analysis of the process it is verified that a lower value than due was collected, there will be a need for complementary payment, with the due charges, calculated from the date on which the registration request was filed.

The annual fee will be charged in full to taxpayers registered at the CVM, even if the issuer's registration period remains active for a period of less than 365 (three hundred and sixty-five days) in the year of competence of the tax. There is no distinction in collection between categories A and B.

Follow the link to the CVM page for filling out and printing the GRU for collection of the inspection fee: https://cvmweb.cvm.gov.br/SAR/FormPesqGRU.aspx.

Debts related to the inspection fee may be registered as active debt, with their due legal additions.

Questions regarding the collection of the inspection fee can also be forwarded to the CVM's Collection and Collection Management (GEARC), by email gearc@cvm.gov.br. The CVM also maintains a dedicated page to disclose various aspects related to the inspection fee, available via the link https://www.gov.br/cvm/pt-br/assuntos/regulados/taxa-de-fiscalizacao.

2.6 Re-presentation of documents

During the analysis process of the open company registration request, documents may be re-presented via the Empresas.NET System for eventual compliance with requirements or improvements.

It is worth clarifying that re-presented documents will not be versioned within the Empresas.NET System.

It is requested that the last document to be re-presented be the company's response letter to the requirements office sent. It is suggested that this document be structured with the reproduction of the requirement formulated in the office, followed by the company's response. At the end of the response letter, it is desirable that the company list all documents that are being re-presented in the Empresas.NET System for the purpose of fulfilling the requirements formulated in the office.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

2.7 Financial statements presented in the registration request

Paragraph 3 of Article 3 of CVM Resolution No. 80/22 establishes that shares, subscription bonuses, debentures convertible or exchangeable into shares, or certificates of deposit of these securities issued by an issuer in pre-operational phase registered in category A can only be traded in regulated markets between qualified investors. Paragraph 5 of the same article defines that the issuer will be considered pre-operational while it does not present revenue from its operations, in a financial statement audited by an independent auditor registered at the CVM. CVM Resolution No. 160/22 also establishes other requirements regarding the offer for issuers in pre-operational condition.

Due to these restrictions, some companies applying for initial registration have requested the waiver of such requirements, considering that, despite not presenting revenue from their operations in an annual financial statement, they can demonstrate their operational character in a different way, especially using combined financial statements, a specific situation presented below.

The most recent cases can generally be separated into two large groups: (i) companies that promoted a corporate restructuring in the same social year in which they are applying for registration, to incorporate operating societies or part of these operating societies due to restructuring, whereby the company applying for registration was not operational, or even did not exist in previous social years; and (ii) companies that, at the time of the registration request, are still in a pre-operational situation, but whose corporate restructuring that will make them operational is planned to occur during the analysis process of the registration request, or at a moment immediately following.

In companies of the first group, by virtue of item VIII, “b”, of Article 1 (or item XI, “b”, of Article 2, in the case of foreign issuers) of Annex A of CVM Resolution No. 80/22, companies present, at the time of the registration request, financial statements especially prepared for registration purposes with a recent date, in which the new asset structure is already reflected in these statements, including presenting operational results. However, they are still unable to meet the requirement of Article 3, paragraph 5, of CVM Resolution No. 80/22, as they do not present revenue in an annual financial statement, but rather in an interim one. In recent cases of this kind 1, companies have presented combined financial statements in order to simulate the operational history of the new company.

In the second group, the financial statements especially prepared for the purpose of the company's registration are immaterial, as they do not present any indication about the asset and financial structure of what the company will become after the planned restructuring. In these cases 2, companies have resorted to presenting combined financial statements not only for historical purposes, but also to simulate the present portrait of the configuration that the company will acquire in the future, after the granting of registration.

1 See Processes No. 19957.005640/2021-78 (https://conteudo.cvm.gov.br/decisoes/2021/20210817_R1/20210817_D2272.html), 19957.006430/2021-05 (https://conteudo.cvm.gov.br/decisoes/2021/20210914_R1/20210914_D2306.html) and 19957.001678/2021-71 (https://conteudo.cvm.gov.br/decisoes/2021/20210706_R1/20210706_D2233.html).
2 See Processes No. 19957.006640/2021-95 (https://conteudo.cvm.gov.br/decisoes/2022/20220412_R1/20220412_D2313.html) and 19957.008737/2021-32 (https://conteudo.cvm.gov.br/decisoes/2021/20211130_R1/20211130_D2416.html).

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Nevertheless, since it is a formal requirement present in a CVM Resolution, in any of the cases, the waiver of the requirements can only be granted by the CVM Collegiate Body through a reasoned request, presented together with the registration request, regarding which the SEP will have the opportunity to manifest itself.

In this sense, it is worth highlighting that the Collegiate Body has been accepting the waiver requests made by companies, in consonance with the characteristics present in previous cases.

Furthermore, in some cases analyzed, reservations were made by the issuer in their reference form that the information from the combined financial statements should not be used in the final analysis for the taking of any investment decision in the company. It is stressed that, although by the Technical Pronouncement CPC 44 – Combined Statements there are limitations that must be mandatorily disclosed, the declaration included in the Reference Form, in the understanding of the SEP, is substantially different and to some extent contradictory with the waiver requests and with the liability regime provided for in Articles 15 and 18 of CVM Resolution No. 80/22. From the limitations that combined financial statements present does not necessarily follow that they do not serve for investment decision taking. In addition, information that should not be used in the final analysis for the taking of any investment decision in the company should not be part of the instruction of the issuer's registration request, nor used as a basis for filling out the reference form.

Combined financial statements, whether annual or interim, must necessarily be subject to audit by an independent auditor registered at the CVM, by virtue of CVM Resolution No. 141/22. Thus, even if the combined financial statements refer to a quarterly period, and are being presented to substitute the immateriality of an ITR Form, these must be audited and not only reviewed. In the scope of the CVM process No. 19957.006640/2021-95 3, on 04.12.2022, in a meeting of the Collegiate Body, this understanding was confirmed.

2.8 After the granting of open company registration

Once the open company registration is granted, the CVM will forward an office informing the granting of said registration and its definitive code at the CVM.

The company must replace, in the Empresas.NET System, the provisional code with the definitive code and re-present the registration form with the update of the open company registration data.

The company must also send the forms required in Article 11 of CVM Resolution No. 44/21. The information must be forwarded by the structured electronic form available in the Empresas.NET System. Once the individual form of each director, member of the board of directors, the fiscal council, and any organs with technical or consultative functions created by statutory provision is completed, the consolidated form will be generated, automatically. In the same way, when sending the individual form, the system will also send, automatically, the consolidated form.

3 See https://conteudo.cvm.gov.br/decisoes/2022/20220412_R1/20220412_D2313.html.

2.9 Additional Guidance

Article 3 of Annex A of CVM Resolution No. 80/22 requires that the mandatory documents for the instruction of the registration request, with the exception of those related to items V, VI, XIII, and XV of Article 1 and items IX, XV, and XVI of Article 2, must be presented in a searchable format or digitized with technology that allows for text character recognition.

It is recommended that they be sent in ".pdf" format without digital blocks, and if they have been digitized, that OCR ("Optical Character Recognition") technology has been used, which allows for text character recognition in the files, and that the appropriate resolution be applied to the file to especially preserve the sharpness of the characters. When digitizing physical documents using OCR technology, the company must ensure the correct convertibility of text characters.

It is reinforced that the SEP does not require that documents filed in the Empresas.NET System be manually signed and subsequently digitized. Documents originally in digital format should preferably be filed.

The financial statements required for the purpose of analyzing the registration request of an issuer, in accordance with Annex A of CVM Resolution No. 80/22, as amended by CVM Resolution No. 162/22, are as follows:

a) Financial statements specifically prepared for registration purposes, in accordance with Articles 27 and 29 of the Resolution, referring to: (I) the last fiscal year, provided that such statements adequately reflect the asset structure of the issuer at the time of filing the registration request; or (II) a subsequent date, preferably coinciding with the closing date of the last quarter of the current fiscal year, but never earlier than 120 (one hundred and twenty) days counted from the date of filing the registration request, in case: (i) a relevant change has occurred in the issuer's asset structure after the closing date of the last fiscal year; or (ii) the issuer was incorporated in the same fiscal year as the registration request. It is emphasized that the presentation of financial statements specifically prepared for registration purposes with a reference date subsequent to the closing of the fiscal year should only occur in cases where there has been an effective change in the issuer's asset structure. In the cases provided for in Article 1, item VIII, letters "a" and "b.1" of Annex A to CVM Resolution No. 80/22, the administration's comments referred to in item IX of the mentioned article must be presented;

b) Financial statements referring to the last 3 (three) fiscal years, prepared in accordance with the accounting standards applicable to the issuer in the respective years. These are historical financial statements prepared in accordance with the rules and deadlines applicable at the time of their preparation; and

c) Quarterly Information Form – ITR, in accordance with Article 31 of the Resolution, referring to the quarters of the current fiscal year, provided that more than 45 (forty-five) days have elapsed from the closing of each quarter.

Regarding the concept of "relevant change in the issuer's asset structure after the closing date of the last fiscal year" referred to in item (a.II.i) above, any significant change, in absolute or percentage terms, of its asset structure is understood, such as share capital, equity, asset structure index (current liabilities plus non-current liabilities, divided by total assets) or leverage index (current liabilities plus non-current liabilities, divided by equity).

It is worth clarifying that the financial statements specifically prepared for registration purposes provided for in letter "a" of item VIII of Article 1 of Annex A of CVM Resolution No. 80/22 must refer to the last fiscal year immediately preceding the date of the registration request.

It is emphasized that, if the financial statements specifically prepared for registration purposes refer to a date subsequent to the last fiscal year, the reference form must reflect the information from these financial statements (FS) in all relevant sections.

Additionally, it is highlighted that the company must present, in its registration request, the reasons why it understands that the financial statements at the end of the last fiscal year do not reasonably reflect the asset structure of the issuer at the time of filing the registration request, in accordance with item IX of Article 1 of Annex A of CVM Resolution No. 80/22. The Standardized Financial Statements Form – DFP and the Quarterly Information Form – ITR will correspond to the dates of the respective financial statements, according to the criteria mentioned above. The financial statements for the closing of the fiscal year must serve as the basis for filling out the DFP, and the interim financial statements for the ITR.

According to item XIII of Article 1 of Annex A of CVM Resolution No. 80/22, the DFP Form to be presented within the scope of the registration request must refer to the last fiscal year, prepared based on the financial statements for registration purposes (referring to item VIII).

Thus, if the company presents financial statements for registration purposes referring to a date subsequent to the last fiscal year due to a "relevant change in the issuer's asset structure after the closing date of the last fiscal year," or because the issuer was incorporated during the fiscal year, the DFP Form of the financial statements for registration purposes, nor the one referring to the last fiscal year, should be presented.

Also regarding the presentation of financial statements and quarterly reports by financial institutions and other entities authorized to operate by the Central Bank of Brazil, see item 3.2.1 (Financial institutions authorized to operate by the Central Bank of Brazil).

2.10 Registration Update

In public distribution offers of securities, in the primary or secondary markets, registered in accordance with CVM Resolution No. 160/22, the SEP verifies the registration update and makes, if necessary, requirements through a Joint Office with the SRE. CVM Resolution No. 80/22 provides, in paragraph 2 of Article 25, that, in the case of a public distribution registration request, issuers must redeliver the fully updated reference form on the same date that the request is filed with the CVM.

As provided for in paragraph 6 of Article 25 of CVM Resolution No. 80/22, the redelivery of the reference form, provided for in item I of paragraph 2 of the same article, is waived in the case of a public distribution offer of securities intended exclusively for professional investors that uses the automatic registration procedure, in accordance with specific regulation.

The reply letter to the requirements formulated by the SEP, when filing registration requests for public distribution offers of securities of already registered companies, must be sent through the CVM Digital Protocol.

The CVM Digital Protocol has been fully automated to allow for the agile and efficient processing of documents filed with the Autarchy. In the current version, it is possible to track the progress of requests during all stages. For more information, one must access the link https://www.gov.br/cvm/pt-br/canais_atendimento/protocolo-digital. In accordance with Article 7º-B of CVM Resolution No. 80/22, the applicant for the registration of a public distribution offer of shares for issuers already registered in category A may request that the analysis of their request be carried out by the SEP in a reserved manner. Such request must be filed using an advanced or qualified digital signature, pursuant to Decree No. 10.543/20.

i) In item 1. "Document Data": in the "Request Description" field, after specifying the registration request of the offer and, if applicable for registration, the applicant must insert the phrase "under reserve, in accordance with Article 7º-B of CVM Resolution No. 80/22"; and

ii) In item 2. "Files": the "Confidential" check box must be marked.

It is emphasized that, if information regarding the registration request presented under reserved analysis escapes control, it is the responsibility of the issuer to immediately disclose it, in accordance with CVM Resolution No. 44/21.

In the case of registration requests for public distribution offers of shares for issuers already registered with the CVM, carried out under the reserved analysis regime provided for in Article 7º-B of CVM Resolution No. 80/22, the initial petition, the reference form (although prepared in the Empresas.NET System), and the other documents of the already registered issuer must be sent through the CVM Digital Protocol, and not through the Empresas.NET System.

Companies are subject to the provisions of paragraphs 3, in the case of category A, and 4, in the case of category B, of Article 25 of CVM Resolution No. 80/22, which determines that the company must update the corresponding fields of the reference form within 7 (seven) business days of the occurrence of a set of facts.

In this sense, although the alteration in the reference form is not related to a requirement formulated within the scope of the registration update process resulting from the public distribution offer, it is a normative imposition of CVM Resolution No. 80/22, which is applicable to the company.

Therefore, in the event of the need to update the reference form due to the hypotheses provided for in Article 25, the company must update the reference form within the determined deadline, emphasizing that (i) the updated fields must be restricted to those strictly necessary due to the triggering event; and (ii) the SEP must be notified by email of the update, informing the sections and fields of the FRE that were updated and the normative reasons that led to such update.

2.11 Issuers of depositary receipts of securities (BDR)

Depositary receipts of securities or Brazilian Depositary Receipts (BDR) are, according to the definition contained in Article 2, item I, of CVM Resolution No. 182/23, depositary receipts issued in Brazil backed by shares, depositary receipts of shares, or debt securities, issued abroad.

Such securities may have as backing, according to the conditions set forth in Article 3 of CVM Resolution No. 182/23, shares, depositary receipts of shares, or debt securities listed or admitted to trading in organized securities markets headquartered abroad.

Only foreign issuers may have shares issued by them or depositary receipts of shares issued by them as backing for BDRs. The issuance of BDRs backed by securities issued abroad that are not admitted to trading in an organized securities market is permitted, if it concerns debt securities issued by a Brazilian issuer.

According to the caput of Article 4 of CVM Resolution No. 182/23, BDRs can only be issued backed by securities admitted to trading and custodied in countries whose local supervisors have entered into an agreement of cooperation with the CVM regarding consultation, technical assistance, and mutual assistance for the exchange of information, or are signatories to the multilateral memorandum of understanding of the International Organization of Securities Commissions – IOSCO. It is admitted that securities may be custodied and traded in different countries, provided that the local supervisors in both countries meet the requirement established in the caput.

The obtaining of registration by a foreign issuer depends on the concomitant existence of a registered BDR program at the CVM and compliance with the provisions of Articles 3, 4, or 5 of Annex J of CVM Resolution No. 80/22.

To obtain registration based on compliance with Article 3 of Annex J of CVM Resolution No. 80/22, the foreign issuer must have as its main market for trading its issued securities a stock exchange that cumulatively meets the following conditions:

I – be headquartered abroad and in a country whose local supervisor has entered into an agreement of cooperation with the CVM regarding consultation, technical assistance, and mutual assistance for the exchange of information, or is a signatory to the multilateral memorandum of understanding of the International Organization of Securities Commissions – IOSCO; and

II – be classified as a "recognized market" in the regulation of an entity administering an organized securities market approved by the CVM.

To obtain registration based on compliance with Article 4 of Annex J of CVM Resolution No. 80/22, the foreign issuer must cumulatively meet the following conditions:

I – be a foreign issuer for more than 18 (eighteen) months; and

II – in the previous 18 (eighteen) months:

a) have continuously maintained at least 10% (ten percent) of the shares representing its share capital in circulation; and

b) have maintained, in the sum of the financial volume of trading abroad of shares and of depositary receipts of securities backed by shares, an average daily amount equal to or greater than R$ 10,000,000.00 (ten million reais).

To obtain registration based on compliance with Article 5 of Annex J of CVM Resolution No. 80/22, the foreign issuer must be headquartered in a country whose local supervisor has entered into a specific bilateral agreement with the CVM aimed at cooperation, exchange of information, and increasing the effectiveness of supervision and oversight measures, including those relating to issuers of securities headquartered in that country.

The choice between complying with Articles 3, 4, or 5 lies with the foreign issuer, which must explicitly indicate its option in the requests presented on the occasion of the following events, provided for in Article 6 of the same Annex J:

I – issuer registration;

II – carrying out a public distribution offer of depositary receipts of securities – BDR;

III – registration of a BDR program; and

IV – conversion of the level of the BDR program.

The issuer must declare compliance with the requirements provided for in Articles 3, 4, or 5, duly accompanied by the calculation memory made to verify the provisions of these articles, through a document signed by its legal representative designated in accordance with Article 9 of the same Annex, and, in the case of a public distribution offer of BDRs, by the lead intermediary.

Issuers registered with the CVM as foreign before 31.12.2009 are exempt from proving their classification as a foreign issuer on the occasion of carrying out a public distribution offer of depositary receipts of securities – BDR or the registration of a BDR program.

In accordance with CVM Resolution No. 182/23, BDR programs are classified into:

I – Level I BDR, sponsored or unsponsored;

II – Level II BDR, sponsored; and

III – Level III BDR, sponsored.

The Level I BDR program is characterized, among other conditions, by the exemption of the issuer's registration with the CVM, except for the case of BDRs backed by debt securities issued by Brazilian issuers.

The foreign issuer that sponsors a Level II or Level III depositary receipts of securities – BDR program must obtain registration:

I. in category A, if the securities that serve as backing for the BDRs are:

a) shares and depositary receipts of shares; and

b) securities that confer upon the holder the right to acquire the securities mentioned in letter "a", as a result of their conversion or the exercise of the rights inherent to them, provided they are issued by the same issuer of the securities referred to in letter "a" or by a company belonging to the group of the said issuer; or

II. in category B, in other cases.

Article 9 of Annex J to CVM Resolution No. 80/22 provides that the following persons must designate legal representatives domiciled and resident in Brazil, with powers to receive citations, notifications, and summonses regarding actions proposed against the issuer in Brazil or based on Brazilian laws or regulations, as well as to represent them broadly before the CVM, being able to receive correspondence, summonses, notifications, and requests for clarification:

I – the foreign issuer;

II – the directors or persons performing functions equivalent to those of a director in the foreign issuer; and

III – the members of the board of directors, or equivalent body, of the foreign issuer.

Legal representatives must be natural persons and accept the designation in writing, in a document indicating awareness of the powers conferred upon them and the responsibilities imposed by Law and Brazilian regulations. In case of resignation, death, interdiction, impediment, or change of status that disqualifies the legal representative from exercising the function, the issuer has a period of 15 (fifteen) business days to promote its replacement.

In the event of resignation, if the issuer fails to promote the replacement, the legal representative will remain responsible for the duties inherent to the function for a period of 60 (sixty) days from the resignation, without prejudice to other measures that the market administrator where the BDRs are traded establishes in its regulations, as provided for in paragraph 3 of Article 9 of Annex J to CVM Resolution No. 80/22.

It is also alerted that paragraph 2 of Article 48 of CVM Resolution No. 80/22 provides that the legal representative of foreign issuers is equated to the Investor Relations Director (IRD) for all purposes provided for in the legislation and regulation of the securities market.

Information regarding the legal representative must be included in item 5 of the registration form (IRD or equivalent person). Additionally, board of directors minutes, board of directors meetings, assemblies, or other documents dealing with the election or dismissal of the legal representative must be sent, through the Empresas.NET System, within the deadlines provided for in CVM Resolution No. 80/22.

It is worth highlighting, furthermore, that foreign issuers are subject to Law No. 6.385/76, even though Brazilian corporate law (Law No. 6.404/76) is not applicable to them. Thus, their corporate operations, as well as the performance of their administrators, are subject to the corporate rules of their country of origin and their bylaws, with such foreign issuers being subject to the supervision of the regulatory body of that country.

On 10.11.2020, within the scope of process CVM No. 19957.005751/2020-01 4, the Collegiate Body understood, by majority, that, in the analysis of the initial registration request of a foreign issuer, Law No. 6.385/76 authorizes the technical area to consider, in a broader sense, the protection rules offered to the investor, being able to examine, in the face of a foreign issuer registration request, if there are minimum elements that ensure its protection, notably regarding provisions that are in blatant contrast with the principles and guidelines that guide the care for investors' rights and the regular functioning and integrity of the capital market. This is not, therefore, to give undue application to Brazilian corporate law, but to exercise a judgment of compatibility between the corporate law applicable to the issuer and that existing in Brazil to verify the existence of essential guarantees.

Thus, with regard to the performance of the CVM, without prejudice to the previous paragraph, it is this Autarchy's responsibility to regulate and supervise the availability of information by foreign companies, especially regarding CVM Resolution No. 44/21 and CVM Resolution No. 80/22. It is also recalled that the rules contained in CVM Resolution No. 81/22 are not applicable to foreign companies.

2.12 Category Conversion Requests

Once registered, issuers may request, through the Digital Protocol, accessible on the CVM's page on the worldwide web, and not through the Empresas.NET system, the conversion of one registration category into another, through a request sent to the SEP, whose procedures and requirements are regulated in Articles 9 to 13 of CVM Resolution No. 80/22. In accordance with Article 7º-B of CVM Resolution No. 80/22, the applicant for conversion from category B to category A with concomitant registration of a public distribution offer of shares may request that the analysis of their request be carried out by the SEP in a reserved manner.

In these cases, at the time of requesting the filing, an electronic form called "Digital Protocol of Documents" is filled out, with the data of the request object and indication of the filed files. The reserved nature of the request must be signaled at this moment, including in item 1. "Document Data", in the "Request Description" field, after specifying the registration request of the offer and, if applicable for registration, the phrase "under reserve, in accordance with Article 7º-B of CVM Resolution No. 80/22".

It is emphasized that, if information regarding the category conversion request presented under reserved analysis escapes control, it is the responsibility of the issuer to immediately disclose it, in accordance with CVM Resolution No. 44/21.

4 See https://conteudo.cvm.gov.br/decisoes/2020/20201110_R1/20201110_D1932.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

In the case of requests for registration of public distribution offers of shares for issuers already registered with the CVM, made under the reserved analysis regime provided for in Article 7-B of CVM Resolution No. 80/22, the initial petition, the reference form (although prepared in the Empresas.NET System) and the issuer's other registered documents must be submitted through the CVM's Digital Protocol System, and not through the Empresas.NET System.

The CVM's Digital Protocol has been fully automated to allow for the swift and efficient processing of documents filed with the Autarchy. In the current version, it is possible to track the progress of requests through all stages. For more information, please access the link https://www.gov.br/cvm/pt-br/canais_atendimento/protocolo-digital.

2.13 Consequences of Failure to Submit Information

Issuers must pay attention to compliance with the legal and regulatory requirements imposed regarding the submission of periodic and occasional information, especially under CVM Resolution No. 44/21 and CVM Resolutions No. 80/22 and 81/22. Non-compliance with the submission of information subjects the issuer to the procedures commented on below.

2.14 Coercive Fines

On 10.01.2021, CVM Resolution No. 47/21 entered into force, providing that the superintendencies responsible for monitoring the submission of information must publish, by December 15 of each year, on the CVM's page on the worldwide computer network, a list of periodic information that must be disclosed by participants in the following exercise, indicating the respective submission deadlines and normative bases, and alerting that the non-disclosure of information within the indicated deadlines subjects the issuer to the application of the daily fine provided for in Annex 3 of CVM Resolution No. 47/21 (CVM Calendar), accessible via the link https://www.gov.br/cvm/pt-br/assuntos/regulados/envio-de-informacoes-a-cvm-calendario.

Regarding issuers of securities, Annex 3 of the Resolution provides for the following daily coercive fine values for those who fail to comply with the established deadlines for the submission of periodic information, applicable until the date the obligation is fulfilled or for a maximum period of 60 (sixty) days:

a) Issuers registered in Category A:
(i) R$ 1,000.00 (one thousand reais): for the reference form, the quarterly information form – ITR, the standardized financial statements form – DFP, and the financial statements accompanied by the documents required by specific regulation; and (ii) R$ 500.00 (five hundred reais): for other documents.

b) Issuers registered in Category A in judicial or extrajudicial recovery:
(i) R$ 500.00 (five hundred reais): for the reference form, the quarterly information form – ITR, the standardized financial statements form – DFP, and the financial statements accompanied by the documents required by specific regulation; and

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

(ii) R$ 250.00 (two hundred and fifty reais): for other documents.

c) Issuers registered in Category B:
(i) R$ 600.00 (six hundred reais): for the reference form, the quarterly information form – ITR, the standardized financial statements form – DFP, and the financial statements accompanied by the documents required by specific regulation; and (ii) R$ 300.00 (three hundred reais): for other documents.

d) Issuers registered in Category B in judicial or extrajudicial recovery:
(i) R$ 300.00 (three hundred reais): for the reference form, the quarterly information form – ITR, the standardized financial statements form – DFP, and the financial statements accompanied by the documents required by specific regulation; and (ii) R$ 150.00 (one hundred and fifty reais): for other documents.

In accordance with the sole paragraph of Article 63 of CVM Resolution No. 80/22, the fine will not be applied to an issuer that is in bankruptcy or liquidation.

The fine application notice is sent only by mail to the company's headquarters address. There is no sending of the notice to the Investor Relations Director's email. In this sense, it is emphasized the need to maintain updated registration data, especially the company's and the Investor Relations Director's addresses, as recommended in this circular (see item 3.3.1 and Chapter 10).

It is alerted that, in accordance with Article 11 of CVM Resolution No. 47/21, the application of a coercive fine does not preclude the eventual assessment of responsibility under Article 11 of Law No. 6.385/76.

2.15 Appeal Against Application of Coercive Fine

In accordance with Article 16 of Resolution No. CVM 47/21, as amended by CVM Resolution No. 159/22, from the decision applying coercive fines, an appeal may be filed with the Superintendant of the area, in the second and last instance and without suspensive effect, within 10 (ten) days from the date of signing the Acknowledgment of Receipt (AR) of the notice at the company's headquarters. Only in cases where the coercive fine is applied by the General Superintendence or by a member of the Collegiate Body acting as Rapporteur will the appeal be filed with the Collegiate Body.

In line with the provision of paragraph 12 of Article 11 of Law No. 6.385/76, no suspensive effect applies to the appeal. In this sense, it is emphasized that Chapter II (Appeals to the Collegiate Body) of CVM Resolution No. 46/21 does not apply to decisions regarding the application of coercive fines, as provided in Article 13 of the same Resolution.

The filing of an appeal by the company must be done exclusively through the CVM website, following these steps:

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Central de Sistemas > Taxa de Fiscalização e Multas (menu à esquerda) > Recursos Contra Multa Cominatória (menu à direita) > fazer login no Sistema CVMWeb (entrando com a conta GOV.BR, com assinatura prata ou ouro do DRI da Companhia) > Taxa e Multa (Recurso de Multa Cominatória, no menu central) > Novo Sistema de Arrecadação.

The appeal must be presented in a written and reasoned petition, immediately accompanied by the documents on which the appellant's argumentation is based, and must be addressed to the person who issued the challenged decision.

The company must present the arguments and documents it deems necessary. The appeal must not be sent by email or through the CVM's Digital Protocol, and if the company encounters technical problems, it must report them to External Support, via the email suporteexterno@cvm.gov.br.

To find out how to obtain the silver or gold access level, access the link https://www.gov.br/governodigital/pt-br/conta-gov-br/saiba-mais-sobre-os-niveis-da-conta-govbr.

The fine's due date is not altered by the filing of an appeal, and therefore, the company must decide (i) whether to pay the fine on the due date and, if the appeal is granted, file a reimbursement request with the CVM's Collection Management, via the email gearc@cvm.gov.br, or (ii) whether not to pay and, if the appeal is not granted, pay the fine plus charges due to late payment.

To request restitution, one must observe the information available on the CVM website and accessible via the link https://www.gov.br/cvm/pt-br/assuntos/regulados/taxa-de-fiscalizacao/restituicao-e-compensacao (Restitution and Compensation). To access the electronic restitution and compensation service, the user must have a login and password on the Gov.Br Platform at the silver or gold level.

Questions regarding the generation of the GRU, payment or refund of fines, and requests for copies of Notices communicating the application of fines must be handled directly with the CVM's Collection Management (via the email gearc@cvm.gov.br).

It is alerted that the mere allegation that the document was submitted through the Empresas.NET System within the deadline established in the regulation, but using the incorrect association (category/type/species), does not constitute grounds for granting the appeal, hence it is recommended to consult Chapter 3 of this Circular, where the correct associations to be used in the case of sending periodic documents are listed.

In accordance with Article 18 of Resolution No. CVM 47/21, before the appeal is reviewed by the appellate instance, the appeal's arguments must be examined by the person who issued the challenged decision, which must occur within 10 (ten) business days counted from the receipt of the appeal, with the person who issued the challenged decision having the power to reform or maintain the appealed decision in a reasoned dispatch, and forwarding the process to the appellate instance for decision, when the appeal has not been fully granted.

Regarding the fines mentioned above, if the filed appeal is denied, the process will be forwarded to the SEP for decision, and the company will be notified of the result.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

It is emphasized that, in accordance with Article 20 of Resolution No. CVM 47/21, at the request of the appellant, the person who decided on the appeal has the power to review, within the scope of the request for reconsideration, the allegation of the existence of omission, obscurity, contradiction, or material or factual error in the decision, without which the appeal will not be known.

The request for reconsideration must be presented within 5 (five) business days counted from the communication referred to in Article 19 of the aforementioned Resolution and must be addressed to the person who applied the fine. A reconsideration request that is untimely or filed by a person other than the appellant will not be known.

It is further clarified that CVM Resolution No. 55/21 provides for the installment payment of applied coercive fines and that CVM Resolution No. 47/21 provides for the incidence of interest on debts arising from coercive fines.

In this sense, it is recommended that issuers maintain contact with the CVM's Collection Management to verify if they are up to date with the payment of supervision fees and coercive fines, avoiding inscription in the Delinquent Registry (CADIN) and in the Active Debt.

It is also worth highlighting that the coercive fines provided for in Article 63 of CVM Resolution No. 80/22 (with legal provision in Article 11, paragraph 11, of Law No. 6.385/76) do not confuse with the penalties provided for in the caput of Article 11 (and respective items I to VIII) of the aforementioned Law, which will only be imposed with observance of the procedure provided for in paragraph 2 of Article 9 of Law No. 6.385/76 (administrative process preceded by an investigative stage), and, for this reason, there is no possibility to transform or convalesce a coercive fine into a warning.

It is emphasized that only penalties applied by the CVM can be subject to appeal to the Financial System Resources Council, hence the cited appeal is not admissible in the case of application of coercive fines.

2.16 Publication of the List of Delinquent Issuers

Article 64 of CVM Resolution No. 80/22 provides that the SEP will publish semi-annually, on the CVM's page on the worldwide computer network, a list of issuers who are in default for at least 3 (three) months in fulfilling any of their periodic obligations.

It is worth noting that the published list refers to a specific date, hence there is no talk of updating or correcting the list, except in the case of undue inclusion.

2.17 Suspension of Issuer Registration Ex Officio

Article 57 of CVM Resolution No. 80/22 provides that the SEP is responsible for suspending the registration of issuers who fail to comply, for a period exceeding 12 (twelve) months, with their periodic obligations.

As provided in the sole paragraph of Article 57 of CVM Resolution No. 80/22, the SEP will inform the issuer about the suspension of their registration by means of a notice sent to their headquarters, according to the data in their registration form (see item 3.3.1), and by means of a communication on the CVM's page on the worldwide computer network.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

An issuer whose registration has been suspended may request the reversal of the suspension by means of a reasoned request, sent to the SEP, accompanied by documents proving compliance with the periodic and occasional obligations that are overdue, including those that had submission deadlines after the suspension of the registration.

The deadlines and procedures to be observed in this request are listed in Article 58 of CVM Resolution No. 80/22.

It is worth remembering that, in accordance with Article 65 of CVM Resolution No. 80/22, the repeated non-observance of the deadlines established for the presentation of periodic and occasional information provided for in the Resolution constitutes a serious offense for the purposes of paragraph 3 of Article 11 of Law No. 6.385/76, subjecting those responsible to the penalties provided for in said Article 11, with observance of the procedure provided for in paragraph 2 of Article 9 of Law No. 6.385/76.

In accordance with Article 60 of CVM Resolution No. 80/22, the cancellation and suspension of registration do not exempt the issuer, its controller, and its administrators from the responsibility arising from any infractions committed before the cancellation of the registration.

2.18 Ex Officio Cancellation of Issuer Registration for Non-Compliance with Information

Article 59 of CVM Resolution No. 80/22 provides for two hypotheses for the ex officio cancellation of an issuer's registration:
a) the extinction of the issuer; or b) the suspension of their registration for a period exceeding 12 (twelve) months.

As in the cases of registration suspension, the SEP will inform the issuer about the cancellation of their registration by means of a notice sent to their headquarters, according to the data in their registration form (see item 3.3.1), and by means of a communication on the CVM's page on the worldwide computer network, in accordance with the sole paragraph of Article 59 of CVM Resolution No. 80/22.

It is emphasized that, in accordance with Article 60 of CVM Resolution No. 80/22, the cancellation and suspension of registration do not exempt the issuer, its controller, and its administrators from the responsibility arising from any infractions committed before the cancellation of the registration.

2.19 Administrative Sanctioning Process

As provided for in Article 65 of CVM Resolution No. 80/22, it constitutes a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6.385/76:
a) the disclosure to the market or submission to the CVM of false, incomplete, inaccurate, or misleading information that induces the investor to error; b) the repeated non-observance of the deadlines established for the presentation of periodic and occasional information provided for in the Resolution; and

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

c) the non-observance of the deadline established in Article 132 of Law No. 6.404/76, for the holding of the ordinary general assembly.

Regarding the delay in providing information, as provided for in Article 11 of CVM Resolution No. 47/21, the application of a coercive fine does not preclude the eventual assessment of responsibility under Article 11 of Law No. 6.385/76.

For its part, in accordance with Article 19 of CVM Resolution No. 44/21, it constitutes a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6.385/76, the transgression of the provisions of that Resolution, and the CVM must communicate to the Public Ministry the occurrence of the events provided for in the said Resolution that constitute a crime.

Therefore, the CVM may investigate through an administrative process the eventual responsibility of the administrators (and when applicable, the receiver, the trustee, the judicial administrator, the judicial manager, or the liquidator), members of the fiscal council, and shareholders of open companies for non-compliance with the provisions contained, notably, in CVM Resolution No. 44/21 and CVM Resolution No. 80/22 (Article 9, item V, of Law No. 6.385/76).

In this sense, and in accordance with Article 11 of Law No. 6.385/76, the penalties provided for in items I to VIII of the same article will only be imposed with observance of the administrative process mentioned in the previous paragraph, observing also the provisions of CVM Resolution No. 45/21.

2.20 Other Hypotheses for Registration Cancellation

2.20.1 Voluntary Cancellation of Registration

CVM Resolution No. 80/22 establishes differentiated rules for the voluntary cancellation of registration, depending on the category in which the issuer is registered.

Article 51 of the Resolution conditions the cancellation of registration of issuers from Category B to the proof of compliance with one of the following conditions:
a) absence of securities in circulation; b) redemption of securities in circulation; c) maturity of the deadline for payment of securities in circulation; d) consent of all holders of securities in circulation regarding the cancellation of registration; or e) any combination of the hypotheses indicated in the previous items, provided that the totality of securities is reached.

If the redemption of securities in circulation or the maturity of the deadline for payment of securities in circulation has occurred, without the total payment to investors having been made, the issuer must deposit the due amount in a commercial bank and leave it at the disposal of the investors. The issuer who has made this deposit must also disclose a relevant fact accounting for:
a) the decision to cancel the registration with the CVM; b) the making of the deposit, mentioning the value, banking institution, branch, and checking account; and c) the procedures that must be adopted by holders who have not yet received their credits to receive them.

As provided for in paragraph 3 of Article 51 of the Resolution, the consent of all holders of securities in circulation regarding the cancellation of registration may be alternatively proven by:
a) declaration of the fiduciary agent, if any; b) declaration of the holders of securities attesting that they are aware and agree that, due to the cancellation of registration, the issuer's securities can no longer be traded in regulated markets; or c) unanimous deliberation in an assembly in which the totality of holders of securities is present.

Securities in circulation are understood to be all securities or shares of the issuer, with the exception of those owned by the controller, persons linked to them, the issuer's administrators, and those held in treasury, in accordance with Article 67 of CVM Resolution No. 80/22.

For securitization companies, registered in accordance with CVM Resolution No. 60/21, and that possess only securitization titles in circulation, the eventual cancellation of registration of such companies in Category B may occur with the waiver of compliance with the provision of item I of Article 51 of CVM Resolution No. 80/22, in accordance with CVM Deliberation No. 885/23.

As for the cancellation of registration in Category A, it will be conditioned, as established in Article 52 of CVM Resolution No. 80/22, to the proof that:
a) the conditions of Article 51 of the Resolution have been met regarding all securities in circulation, except shares and depositary receipts of shares; and b) the requirements of the public offer for the acquisition of shares for the cancellation of registration for the trading of shares in the market have been met, in accordance with CVM Resolution No. 85/22.

It is worth commenting that CVM Resolution No. 85/22 determines that the cancellation of registration of an open company must be preceded by a Public Offer for the Acquisition of Shares (OPA), formulated by the controlling shareholder or by the open company itself, with the object of all shares issued by the said company, as provided for in paragraph 4 of Article 4 of Law No. 6.404/76 and in accordance with the procedure stipulated therein.

As provided for in Article 45 of the aforementioned Resolution, exceptional situations that justify the acquisition of shares without a public offer or with a differentiated procedure will be reviewed by the CVM's Collegiate Body, for the purpose of waiving or approving procedures and formalities to be followed, including regarding the disclosure of information to the public, when applicable.

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

The cancellation of the registration of a foreign issuer that sponsors a depositary receipt program ― Level II or Level III BDR ― depends on the issuer meeting the requirements for the cancellation of the BDR program as provided in specific regulation (CVM Resolution No. 182/23), as set forth in Article 53 of CVM Resolution No. 80/22.

Pursuant to the sole paragraph of Article 53 of CVM Resolution No. 80/22, the cancellation of the foreign issuer's registration takes effect automatically after the voluntary cancellation of the Level II or III BDR program.

The procedures to be observed in voluntary cancellation requests are regulated in Articles 54 and 55 of CVM Resolution No. 80/22, noting that the Resolution determines that cancellation requests filed by issuers registered in Category B shall be directed to the SEP, while requests filed by issuers registered in Category A shall be directed to the SRE.

It should be noted that Article 56 of CVM Resolution No. 80/22 provides that the issuer is responsible for disclosing the approval or denial of the registration cancellation to investors, in the same manner established for the disclosure of material facts.

It is alerted that the establishment of a wholly-owned subsidiary does not result in the cancellation of the issuer's registration. In such cases, it is necessary to submit a request for cancellation of registration, in the case of Category A companies to the SRE and in the case of Category B companies to the SEP, in accordance with Articles 54 and 55 of CVM Resolution No. 80/22, formalizing the request, without which the company, although a wholly-owned subsidiary, will remain subject to all obligations and penalties provided for in the current regulation, including those related to the update of the registration maintained with the CVM.

It should be noted that the submission of periodic documents and information whose delivery deadline is prior to the date on which the CVM carries out the cancellation is mandatory, even if with retroactive effect, and failure to send them subjects the company's administrators to potential liability assessment.

It is clarified that the issuer is liable for the supervision fee regarding the year in which the cancellation of its registration occurs. Thus, if the issuer has its registration cancelled in the first quarter and does not submit the DFP Form relative to the previous fiscal year, it must inform the CVM of the previous fiscal year's net equity (which will serve as the basis for calculating said fee) through supporting documentation, such as the publication of financial statements.

2.20.2 Ex Officio Cancellation of the Issuer's Registration Due to Its Extinction

Pursuant to Article 219 of Law No. 6.404/76, a company is extinguished by the closing of liquidation, as well as by merger or incorporation, and by spin-off with the transfer of all assets to other companies.

In cases of merger, incorporation, or spin-off, the cancellation of the company's registration results from its extinction and is independent of the date of homologation by a government body, with the company being removed from the list of public companies from the date of the General Shareholders' Meeting (GSM) that deliberated the merger, incorporation, or spin-off. In addition to the mandatory submission of the minutes of the respective GSM via the Empresas.NET System, the company or its successor is requested to formally communicate such extinction to the SEP.

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

The submission of periodic documents and information whose delivery deadline is prior to the date on which the CVM carries out the cancellation is mandatory, even if with retroactive effect.

It is further clarified that the company is liable for the supervision fee regarding the year in which its extinction occurs in full, and pro rata calculation is not possible. Thus, if the company is extinguished in the first quarter, it must inform the CVM of the previous fiscal year's net equity (which will serve as the basis for calculating said fee) through supporting documentation, such as the publication of financial statements.

It should be noted that, pursuant to Article 223, sole paragraph 3, of Law No. 6.404/76, if the merger, incorporation, or spin-off involves a public company, the succeeding entity will also be public, required to obtain the respective registration and, if applicable, promote the admission of trading of the new shares in the secondary market within a maximum period of 120 (one hundred and twenty) days, counted from the date of the assembly that approved the operation, observing the pertinent norms issued by the CVM.

In accordance with paragraph 4, non-compliance with the provisions of Article 223, paragraph 3, grants the shareholder the right to withdraw from the company, through the reimbursement of the value of their shares (Article 45), within 30 (thirty) days following the end of the period referred to therein, observing the provisions of paragraphs 1 and 4 of Article 137.

CVM Resolution No. 80/22, in its Article 59, item I, provides that one of the hypotheses for the ex officio cancellation of the issuer's registration is its extinction.

The SEP will inform the issuer about the cancellation of its registration through a letter sent to its headquarters, according to the data contained in its registration form (see item 3.3.1), and through a communication on the CVM's website, in accordance with the sole paragraph of Article 59 of CVM Resolution No. 80/22.

It is further clarified that the ex officio cancellation of a foreign issuer's registration implies the cancellation of the Level II or III BDR programs sponsored by the issuer (Article 59-A of CVM Resolution No. 80/22).

3 Periodic Information
3.1 Administrative Report

Article 133 of Law No. 6.404/76 establishes that, in addition to the financial statements and other documents cited, public companies must publish the administrative report on business matters and main administrative events that occurred during the last fiscal year. This document must be sent to the CVM included in the financial statements and in the DFP Form (see items 3.2 and 3.3.3).

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

It is worth noting that, regardless of the publication provided for in paragraph 3 of Article 133 of Law No. 6.404/76, the caput of the same article requires that documents pertinent to matters included in the agenda of the Ordinary General Assembly (OGA) be made available to shareholders at the company's headquarters up to one month before the date scheduled for the OGA. For issuers registered in Category A, to which CVM Resolution No. 81/22 applies, it is also required, by Articles 7 and 10 of said Resolution, that on that date, the documents and information be available on the CVM's internet page.

The administrative report must be prepared by issuers in line with the information they have disclosed in section 2 of the reference form (Directors' Commentary).

The administrative report should cover information related to decisions taken based on guidance received from the controlling shareholder regarding the company's activities ― investments, contract signing, pricing policy, among others ―, as well as the effects of such decisions, quantifying whenever possible, in the company's performance. If applicable, it is also important to describe the main investments made as a result of the exercise of public policies. The report must address perspectives and plans for the current and future fiscal years, especially those related to the goals the company must pursue in meeting its corporate purpose, based on objective premises and foundations, and, if applicable, in light of what is defined in multi-year plans.

If the company uses accounting measurements, such as EBITDA – Earnings Before Interest, Taxes, Depreciation, and Amortization, it must present the reconciliation with the accounting items expressed in the financial statements, in accordance with CVM Resolution No. 156/22.

3.2 Financial Statements

As provided in paragraph 2 and the caput of Article 27 of CVM Resolution No. 80/22, the issuer must deliver to the CVM, via the Empresas.NET System (see Chapter 9), the financial statements and, if applicable, the consolidated financial statements on the same date they are made available to the public, a date that must not exceed, in the case of:
a) national issuers, 3 (three) months from the end of the fiscal year; and b) foreign issuers, 4 (four) months from the end of the fiscal year.

It is alerted that paragraph 1 of Article 27 of CVM Resolution No. 80/22 determines that the financial statements of national or foreign issuers must be accompanied by the following documents:
a) administrative report; b) independent auditor's report; c) opinion of the statutory audit committee or equivalent body, if any, accompanied by any dissenting votes; d) capital budget proposal prepared by the administration, if any;

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br e) declaration by the directors responsible for preparing the financial statements, in accordance with the Law or the corporate bylaws, that they reviewed and discussed the opinions expressed in the independent auditors' report, informing whether they agreed or disagreed with such opinions and the reasons, in case of disagreement; f) declaration by the directors responsible for preparing the financial statements, in accordance with the Law or the corporate bylaws, that they reviewed, discussed, and agree with the financial statements; g) annual summary report, if the issuer adopts the statutory audit committee provided for in specific regulation; h) if any, opinion or report of an audit committee addressing the financial statements, even if such committee is not adherent to CVM Resolution No. 23/21 or is not statutory.

The submission of the annual summary report of the statutory audit committee is mandatory for all companies that use the prerogative established in the caput of Article 31-A of CVM Resolution No. 23/21, as they meet, among other things, the requirements established in said article and in Articles 31-B and 31-C of CVM Resolution No. 23/21.

Not having a statutory audit committee for the purposes of Article 31-A of CVM Resolution No. 23/21, the company will only be obligated (in accordance with Article 27, paragraph 1, item VIII, of CVM Resolution No. 80/22 and the sole paragraph, item III, of Article 10 of CVM Resolution No. 81/22) to present an opinion on the financial statements issued by an audit committee (statutory or not) or an equivalent body to the statutory audit committee, if that committee or body has issued such opinion.

It is emphasized that, if a statutory audit committee or equivalent body is in operation (in the case of foreign companies), the company must, in any case, submit, together with the financial statements, the opinion issued by this body, accompanied by any dissenting votes.

In this regard, notwithstanding the obligation to submit said opinion along with the financial statements, it must also be presented in the DFP Form, for now, in "Other Information that the Company Deems Relevant," as also explained in item 3.3.3 of this Circular.

In this sense, it is worth remembering that, through the SNC/SEP Circulars, the CVM issues guidance regarding the relevant aspects to be observed in the preparation of financial statements.

Pursuant to paragraph 4 of Article 177 of Law No. 6.404/76, the financial statements must be signed by the administrators and by legally qualified accountants.

Technical Pronouncement CPC No. 09 (R1), approved by CVM Resolution No. 199/24, aims to establish criteria for the preparation and disclosure of the Statement of Added Value (DVA), required by Articles 176, 177, and 188 of Law No. 6.404/76, as amended by Law No. 11.638/07.

Regarding previous fiscal years, it has been observed that the DVAs that make up the financial statements, the DFP Forms, and the ITR Forms of certain public companies have been presented with a level of detail lower than that established in items 15, 30, and 33, Models I, II, and III, of the version in force at the time of said pronouncement.

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

In particular, the components "Personnel" and "Taxes, fees, and contributions" have often been presented with only their total values.

Thus, the aforementioned financial statements are, in principle, in disagreement with the provisions of Articles 176, 177, and 188 of Law No. 6.404/76, as they do not comply with the norms expressly issued by the CVM.

It should be noted that, just as in the version in force at the time of said pronouncement, Technical Pronouncement CPC No. 09 (R1), items 15, 30, and 33 are clear.

In view of the above, companies must pay attention to the observance of items 15, 30, and 33, as well as Models I, II, and III, of Technical Pronouncement CPC No. 09 (R1), when preparing their next DVAs in the financial statements, in the DFP Forms, and in the ITR Forms.

It is recalled that the separation of sub-items for loans and financing aims to improve and expedite decision-making by users of the financial statements, by making information related to costly indebtedness and the cost of third-party capital of the company more transparent, potentially positively influencing the company's attractiveness to new investors.

Therefore, the importance of properly filling in information regarding loans and financing in specific sub-items of the ITR and DFP Forms is reinforced, in which the company must use, at a minimum, the account openings already provided for in said forms (as an example, the following sub-items available in the company's liability tables can be mentioned:
2.01.04.01.01, 2.01.04.01.02, 2.01.04.02, 2.01.04.03, 2.02.01.01.01, 2.02.01.01.02, 2.02.01.02 and 2.02.01.03).

It is also observed that companies classify as financial expenses items that are not directly related to costly debts recorded in the company's liabilities, such as bank expenses for maintaining current accounts, interest paid due to tax liabilities, present value adjustments, or exchange rate variations related to items of operational activities.

Currently, to learn about such values, it is necessary for the user of the accounting statements to access the company's explanatory notes or, in some cases, request the investor relations director to open the account, which makes the entire process slower and more costly for all involved.

At the moment the company begins to disclose the sub-items that make up financial expenses directly in the DFP and ITR Forms, investors can quickly and easily recognize which expenses should effectively be considered for the calculation of the cost of third-party capital, and can even use Artificial Intelligence to collect the values directly from the database of the CVM or B3 Systems (it is worth mentioning that automated search in explanatory notes is still not a simple task, as there is no standard format or nomenclature for the information in said annex to the financial statements).

Therefore, when applicable, it is recommended that the company include in the tables that make up the DFP and ITR Forms (Assets, Liabilities, Income Statement, Statement of Changes in Equity, Statement of Added Value) as many sub-items as it deems necessary so that the user of the financial statements has quickly at their disposal the pertinent information for their decision-making.

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

As provided in Article 29 of CVM Resolution No. 80/22, the financial statements of foreign issuers must be prepared in Portuguese, in national currency, and these issuers may opt to prepare them in accordance with:
a) Law No. 6.404/76 and CVM norms; or b) international accounting standards issued by the International Accounting Standards Board – IASB.

Given that the norms issued by the CVM are fully convergent with international norms, the consolidated financial statements must be prepared in conformity with these rules.

It is worth remembering that foreign issuers headquartered in a Mercosur member country must prepare and disclose financial statements in accordance with international accounting standards issued by the IASB, according to MERCOSUR Decision No. 31/10, incorporated through CVM Resolution No. 68/22. This decision was incorporated into CVM Resolution No. 80/22.

The financial statements of foreign issuers must be audited by an independent auditor registered with the CVM or in a competent body in the issuer's country of origin (item II of Article 29). In the latter case, the report issued must be accompanied by a special review report prepared by an independent auditor registered with the CVM, as required in the sole paragraph of Article 29 of CVM Resolution No. 80/22.

For public companies, Article 133 of Law No. 6.404/76 provides for the need to publish financial statements up to 5 (five) days before the holding of the Ordinary General Assembly (OGA), noting that, pursuant to Article 295, paragraph 1, item "c" of the same Law, consolidated financial statements must also be published.

In this case, it is also necessary to publish a notice to shareholders, 1 (one) month before the OGA, informing of the availability of the financial statements at the company's headquarters.

According to Article 133, paragraph 5 of Law No. 6.404/76, the issuer is exempt from publishing the announcements provided for in the caput of said article when the documents (notably the financial statements) are published up to 1 (one) month before the date scheduled for the holding of the OGA.

With the entry into force, on 01.01.2022, of Law No. 13.818/19, which modified the wording of Article 289 of Law No. 6.404/76, some rules for mandatory publications were changed, including the possibility of publication in a widely circulated newspaper edited in the locality where the company's headquarters is located, in a summarized form and with simultaneous dissemination of the full text of the documents on the newspaper's internet page, which must provide digital certification of the authenticity of the documents maintained on its own page issued by a certification authority accredited within the Brazilian Public Key Infrastructure (ICP-Brasil).

Even if the company publishes the full text in the printed newspaper, instead of the summarized form, no legal provision is envisaged that dispenses with the publication of the full text of the document on the newspaper's internet page, according to the current wording of item I of Article 289 of Law No. 6.404/76.

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

In light of the change in the Law, companies no longer need to carry out their mandatory publications (such as financial statements, notices, minutes, notices to shareholders) in official organs, and must maintain such disclosures in a widely circulated newspaper (in a summarized form). The new wording of Article 289 is applicable to mandatory publications made from 01.01.2022, regardless of the period (fiscal year or quarter) to which they refer (applies, therefore, for example, to financial statements referring to the period ended on 31.12.2021).

Smaller public companies, that is, those that have generated annual gross revenue of less than R$ 500,000,000.00 (five hundred million reais), verified based on the financial statements closing the last fiscal year, have the option to carry out the publications ordered in Law No. 6.404/76, or provided for in the regulation issued by the CVM through the Empresas.NET or Fundos.NET Systems, as applicable. The exercise of said option is carried out in accordance with the terms defined by CVM Resolution No. 166/22, it being certain that the provisions of such Resolution do not alter the obligations of smaller public companies regarding compliance with the obligations provided for: I – in the specific regulation that provides for the registration and provision of periodic and occasional information by issuers of securities admitted to trading in regulated securities markets; and II – in the specific regulation that provides for the disclosure of information on material acts or facts.

In the case of financial statements, the summarized publication must contain, at a minimum, the items established in the Law, and on this subject, it is emphasized that the CVM issued CVM Advisory Opinion No. 39/21, of 20.12.2021, which presents the adequate procedures for the summarized publication of financial statements, in accordance with the changes introduced in Law No. 6.404/76.

The new modality of summarized publication of financial statements requires special attention so that the objective of the legal provision is met, in the sense of simplifying and reducing the compliance cost of companies, while providing essential information about the financial statements, the explanatory notes, the independent auditor's report, and, if any, the opinion of the statutory audit committee, emphasizing that to avoid any doubts of readers of the summarized financial statements, these must be preceded by the following highlighted notices:

The financial statements presented below are summarized financial statements and should not be considered in isolation for decision-making. Understanding the financial and asset situation of the company requires reading the complete audited financial statements, prepared in accordance with corporate legislation and applicable accounting regulation; and
The complete audited financial statements, including the respective independent auditor's report, are available at the following electronic addresses:
a. [Insert the electronic address of the widely circulated newspaper of publication]; b. [Insert the electronic address of the company, if registered in Category A];
c. [Insert the electronic address of the CVM]; and
d. [Insert the electronic address of B3 in the case of listed companies].

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

It is up to the company to assess the adequacy of the suggested summarized disclosure and, if deemed necessary, to segregate any accounts or sub-accounts in greater detail in its summarized financial statements.

It is emphasized that the full text of CVM Orienting Opinion No. 39/21 must be observed when publishing summarized financial statements, as the Securities and Exchange Commission (CVM) understands that the procedures described therein are adequate means of complying with the conditions set forth in items I and II of Article 289 of Law No. 6,404/76. The link to access it on the CVM website is as follows (http://conteudo.cvm.gov.br/legislacao/pareceres-orientacao/pare039.html).

It is alerted that, despite the absence of an express provision in the current regulatory framework regarding the minimum content to be considered when publishing the other documents listed in the Law in summarized form, this act should be understood as part of the set of information provided by the issuer to the market, which implies compliance with Articles 15 and 16 of CVM Resolution No. 80/22. Therefore, the published summarized document must contain: (i) a statement that this is summarized information that should not be considered in isolation for decision-making; and (ii) the electronic addresses of the widely circulated newspaper, the CVM, and B3 (in the case of a listed company) where the full text of the document can be found. Publications will always be made in the same newspaper, chosen in a board of directors meeting, and any change must be preceded by notice to shareholders in the minutes excerpt of the Annual General Meeting (AGM), in accordance with paragraph 3 of Article 289 of Law No. 6,404/76.

Regarding this, it is understood that the wording of paragraph 3 of Article 289 of Law No. 6,404/76 refers to any change caused by the company. Considering that, at this time, ceasing publication in official organs is a change in disclosure resulting from the amendment of the aforementioned Law, the SEP understands that it is sufficient for the company to update the registration form, in the "Disclosure Channels" item, and provide a notice to shareholders clarifying the change, motivated by the legislative amendment.

National and foreign issuers must send the financial statements prepared according to the criteria mentioned above to the CVM, through the Empresas.NET System, category "Economic-Financial Data", type "Complete Annual Financial Statements".

It should be noted that the financial statements and other documents listed in Article 27 of CVM Resolution No. 80/22 must be presented in a single file, in ".pdf" format, in the form of a "complete set of statements", as defined in Pronouncement CPC 26 (R1). The sending of the digitized version of the newspaper publication, or other formats that hinder reading or printing, is not admissible.

Furthermore, attention is drawn to the fact that sending a PDF version of the standardized financial statements form (DFP) does not fulfill the purpose of delivering the financial statements required by Article 27, caput and paragraph 2, of CVM Resolution No. 80/22.

When sending the financial statements, the fields referring to the dates and newspapers of the publications must be filled in, and in the case of publication in accordance with paragraph 3 of Article 133 of Law No. 6,404/76, the expected publication date must be indicated.

Given the importance of the document, in line with the provisions of Article 5 of CVM Resolution No. 44/21, the company must disclose its financial statements, whenever possible, before the start or after the closing of trading on the stock exchange or organized over-the-counter market where its securities are admitted to trading.

It is highlighted that sending the DFP Form does not exempt the sending of the financial statements that served as the basis for its completion.

It is emphasized that Article 176 of Law No. 6,404/76 establishes that the responsibility for preparing the financial statements of an open company lies with its board of directors.

CVM Resolution No. 80/22, in items V and VI of paragraph 1 of its Article 27, determines that the financial statements must be accompanied by declarations from the directors responsible for preparing them, in accordance with the Law or the bylaws, in which they inform that (i) they have reviewed, discussed, and agreed with the opinions expressed in the independent auditors' report, stating the reasons in case of disagreement; and (ii) they have reviewed, discussed, and agreed with the financial statements.

The SEP has observed that, in certain cases, the aforementioned declarations are not signed by all the company's directors to whom such competence is attributed. In this sense, it is emphasized the need for the aforementioned signatures to be in compliance with items V and VI of paragraph 1 of Article 27 of CVM Resolution No. 80/22.

CVM Resolution No. 151/22 provides for Technical Orientation OCPC 06 – Presentation of pro forma financial information.

Pro forma financial information can only be presented when so qualified and provided that the purpose is duly justified, such as in cases of corporate restructuring, acquisitions, sales, mergers, or spin-offs of businesses.

It is observed that this financial information has been submitted in various different ways in the Empresas.NET System ("Market Communication", "Economic-Financial Data", or "Administration Meeting", for example).

The SEP understands that the disclosure of pro forma financial information must be standardized, allowing the user of accounting information to access it quickly and accurately.

Therefore, it is recommended that the sending of this pro forma financial information via the Empresas.NET System be done through the category "Economic-Financial Data", type "Additional Financial Statements".

In a meeting held on 01.11.2016, the CVM Collegiate Body understood that the revocation of CVM Instruction No. 207/94 removed the act of publishing summarized statements from the minimum mandatory informational set, but did not prohibit it from occurring spontaneously and additionally to this set.

According to this understanding, there would be no prior prohibition on the disclosure of summarized financial statements in widely circulated newspapers, provided that the content and form requirements established by Articles 15 to 20 of CVM Resolution No. 80/22 are observed, and it is recommended to indicate the newspapers and the dates of publication of the full financial statements, in accordance with Article 289 of Law No. 6,404/76.

5 See http://conteudo.cvm.gov.br/decisoes/2016/20161101_R1/20161101_D0368.html.

It is recalled that these summarized financial statements are not to be confused with the possibility of summarized publication, provided for in Article 19 of Law No. 13,043/14, for those companies that meet the requirements present in the list of Article 16 of the aforementioned Law.

It is worth highlighting that, according to Article 25, Item VIII of CVM Resolution No. 23/21, independent auditors must communicate the key audit matters in the audit reports of financial statements of all entities regulated or supervised by the CVM, in accordance with the independent audit professional standards approved by the Federal Council of Accounting – CFC.

3.2.1 Financial institutions authorized to operate by the Central Bank of Brazil

The CVM, through CVM Instruction No. 457/07, revoked by CVM Resolution No. 155/22, which currently governs the matter, determined that open companies must, from the fiscal year ending in 2010, present their consolidated financial statements adopting the international accounting standard, according to pronouncements issued by the International Accounting Standards Board – IASB. Regarding issuers that are financial institutions, it is worth noting that Article 22 of Law No. 6,385/76 establishes, in its paragraph 2, that the norms issued by the CVM regarding the management report and financial statements, as well as accounting standards, apply to financial institutions and other entities authorized to operate by the Central Bank of Brazil, insofar as they are not conflicting with the norms issued by it.

The Central Bank of Brazil, in accordance with Article 9 of Law No. 4,595/64, made public that the National Monetary Council issued CMN Resolution No. 4,818/20, which, in accordance with its Article 1, "consolidates the general criteria for the preparation and disclosure of individual and consolidated financial statements by financial institutions and other institutions authorized to operate by the Central Bank of Brazil".

In accordance with Article 9 of the aforementioned CMN Resolution, "the institutions mentioned in Article 1 registered as open companies [...] must prepare consolidated annual financial statements adopting the international accounting standard according to the pronouncements issued by the International Accounting Standards Board (IASB), translated into Portuguese by a Brazilian entity accredited by the International Financial Reporting Standards Foundation (IFRS Foundation)".

Furthermore, according to Article 10 of the aforementioned CMN Resolution, "the institutions mentioned in Article 1 that disclose or publish consolidated financial statements, voluntarily or due to legal, regulatory, statutory, or contractual provisions, must adopt the international accounting standard, as provided in Article 9, in the preparation of these statements".

In this regard, in accordance with the sole paragraph of the cited Article 10, "the provisions of the caput also apply to consolidated financial statements relating to periods of less than one year".

For its part, according to Article 11 of the aforementioned CMN Resolution, "the institutions mentioned in Article 1 must inform, in explanatory notes to the financial statements referred to in this Chapter, any differences existing between the criteria, procedures, and rules for identification, classification, recognition, and measurement applied in the consolidated statements and those applied in the individual financial statements relating to the same accounting period".

It is also worth remembering that, according to Article 19 of the aforementioned CMN Resolution, "the accounting procedures established by this Resolution must be applied prospectively from the date of its entry into force", and, according to the sole paragraph of such article, "the provisions of Arts. 10 and 11 shall only produce effects from January 1, 2022 [...]".

Item I of Article 31 of CVM Resolution No. 80/22 establishes that the ITR Form must be filled in with the data of the quarterly accounting information prepared in accordance with the accounting rules applicable to the issuer.

The SEP informs that, in the event of an initial registration request for an open company in category A, financial institutions and other entities authorized to operate by the Central Bank of Brazil must fill in the Quarterly Information Forms (ITR) making their consolidated interim financial statements in the IFRS standard appear.

On 12.08.2020, BCB Resolution No. 02/20 was issued, which, in its Article 7, establishes that "in the preparation of interim financial statements, consortium administrators and payment institutions must apply the same criteria, procedures, practices, and accounting policies applied to semi-annual and annual statements".

For its part, Article 10 of this Resolution establishes that "consortium administrators and payment institutions that are registered as open companies or leaders of an economic group integrated by an institution registered as an open company must prepare consolidated annual financial statements, adopting the international accounting standard according to the pronouncements issued by the International Accounting Standards Board (IASB), translated into Portuguese by a Brazilian entity accredited by the International Financial Reporting Standards Foundation (IFRS Foundation)".

Article 49 provides that "financial institutions and other institutions authorized to operate by the Central Bank of Brazil must apply the provisions of this Resolution, prospectively, in the preparation, disclosure, and submission of financial statements carried out from the date of its entry into force", explicitly in its sole paragraph that the provisions of Articles 10 and 11 would produce effects only from January 1, 2022, with its early application prohibited, except in the case of voluntary disclosure or publication.

3.2.2 Early disclosure of financial information

The early disclosure of financial information, which will be made public later in the financial statements, must be carried out exceptionally. If the company opts for the early disclosure of certain data, it must do so in an equitable manner and emphasize that they are preliminary information, informing, even, whether they were or were not audited or reviewed by independent auditors.

It is worth remembering that, in accordance with Article 15 of CVM Resolution No. 80/22, the information disclosed must be true, complete, and consistent, and must not induce investors to error.

This exceptional disclosure must, as a rule, be made through a material fact. In the understanding of the SEP, it is presumed that the financial statements contain information considered material, in accordance with CVM Resolution No. 44/21.

It is observed that the CVM Collegiate Body has already expressed an understanding that the materiality of the content of the financial statements must be assessed in each concrete case.

It is worth remembering that, in the event of early disclosure of financial information, the period of prohibition on trading provided for in Article 14, paragraph 3, of CVM Resolution No. 44/21 is also advanced.

If the company adopts the practice of early disclosure of financial information, it is recommended that this practice be provided for in its disclosure policy, containing the following requirements: (i) establish which data or metrics will be disclosed, containing a precise definition of the indicator, if necessary; (ii) define the frequency of disclosure (monthly, quarterly, etc.); (iii) set the date, or period, for the said disclosure (for example, between the 5th and 7th business day of each month); and (iv) determine that the disclosure be made with regular frequency, thus avoiding discretion in disclosure. Furthermore, it is recommended that the alteration of the disclosure policy, to include or exclude such provision, be preceded or accompanied by the disclosure of a material fact on the subject.

3.2.3 Capital budget

Article 196 of Law No. 6,404/76 provides that the capital budget to be approved in a general assembly must comprise all sources of resources and capital applications, fixed or current, and will be submitted by the administration bodies to the Assembly, with the justification of the proposed profit retention.

Regarding issuers registered in category A for whom Chapter III of CVM Resolution No. 81/22 applies, it is alerted that the aforementioned Resolution requires, through item II of the sole paragraph of Article 10 and item 15 of Annex A – Destination of net profit, that, if there is a proposal for profit retention provided for in a capital budget, the company must make available to shareholders, up to one month before the date set for the holding of the AGM, information on the amount of the proposed retention, as well as a copy of the capital budget prepared in accordance with Article 196 of Law No. 6,404/76, comprising all sources of resources and capital applications, fixed or current.

The other issuers, although not subject to the form and content of the information required by Chapter III of CVM Resolution No. 81/22, must make available to shareholders, up to one month before the date set for the holding of the AGM, information on the amount of the proposed retention, as well as a copy of the capital budget prepared in accordance with Articles 133 and 196 of Law No. 6,404/76, comprising all sources of resources and capital applications, fixed or current.

The capital budget must be sent to the CVM, via "IPE Online" of the Empresas.NET System, category "Assembly", type "AGM" or "AGM/E", species "Administration Proposal", subject "Capital Budget", without prejudice to its sending accompanying the financial statements, as provided for in Article 27, paragraph 1, item IV, of CVM Resolution No. 80/22 (see item 3.2).

It is highlighted that the capital budget must also be inserted in the Capital Budget Proposal table of the DFP Form and as an integral part of the financial statements.

3.2.4 Integrated reporting – start of validity of CVM Resolution No. 14/20 – need to use the "Integrated Reporting" category in ENET

CVM Resolution No. 14/20 made it mandatory for open companies, upon the decision to prepare and disclose integrated reporting, the CPC Orientation 09 – Integrated Reporting, issued by the Accounting Pronouncements Committee – CPC (correlation to the basic conceptual structure of integrated reporting, prepared by the International Integrated Reporting Council – IIRC) and determined that the integrated reporting must be subject to limited assurance by an independent auditor registered with the CVM, in conformity with the norms issued by the Federal Council of Accounting.

It should be noted that, as established in its Article 3, the aforementioned Resolution entered into force on January 1, 2021. Therefore, it has effects regarding integrated reports relating to fiscal years starting from such date.

Before the issuance of Circular Letter No. 5/2022-CVM/SEP, of 23.11.2022, companies had been using other existing categories in Empresas.NET to send the integrated report, such as, for example, the "Sustainability Report" category.

From the issuance of Circular Letter No. 5/2022-CVM/SEP, the integrated report provided for in CVM Resolution No. 14/20 must be sent through the "Integrated Reporting" category in the Empresas.NET System.

For its part, other reports or specific documents related to social and corporate governance (ESG) issues can continue to be disclosed as before.

Within the scope of integrated reporting, the company must make it clear to the user of the information (i) that the document follows the conceptual structure provided for in CPC Orientation No. 09 and (ii) that this is included in the scope of the limited assurance work by the independent auditor registered with the CVM.

3.2.5 Relevant aspects to be observed in the preparation of explanatory notes and the management report

In a survey conducted by the Company Monitoring Management 5 (GEA-5), when analyzing financial statements, in about 80 (eighty) registration requests for open companies, several requirements related to the disclosure of financial information were observed, and to a lesser extent, to the measurement or recognition of financial items. The graph below presents the requirements observed in these analyses, in order of frequency in which they occurred:

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

*Others: Participations and Main Accounting Accounts of Investments; Subsequent Events; Management Report; Risk Management; Financial statements especially prepared for registration purposes; item 8 of Circular Letter CVM/SNC/SEP No. 01/2021; Declaration of directors (item VI of Article 27 of CVM Resolution 80/2022); Changes in Estimates, Accounting Policies or Error Corrections; Accounts Receivable; Real Estate Developer; Equity; Combined financial statements; Revenues; Management Comments; CPC 48; Remuneration of Administrators; OCPC 02 (items 115 and 116); CPC 03 (item 7); Reverse Incorporation; Going Concern; PIS and COFINS Credits Due to the Exclusion of ICMS from the Tax Base; Cash and Cash Equivalents; Investment Properties; Inventories; Debentures Converted into Shares; Real Estate Credit Warrants; DMPL; Concession Contracts; Insurance; Adoption of New Standards and Going Concern.

It was verified that the 5 (five) most frequent requirements are related to:
(a) deficient disclosure of accounting policies applied to the company, notably when it is verified that the company mostly confined itself to transcribing or paraphrasing accounting standards, thus without compliance with CPC 23 and OCPC 07; (b) disclosure of information regarding the relationship with independent auditors, in the management report; (c) aspects related to the recoverable value loss of assets (impairment test), in accordance with item 134 of CPC 01 (R1) and guidelines of item 3 of CIRCULAR LETTER/CVM/SNC/SEP/No. 01/20); (d) disclosure of the reconciliation of non-accounting information (EBITDA or Adjusted EBITDA) in accordance with CVM Resolution No. 156/22; and (e) taxes on profit.

It is emphasized the need for registered issuers to pay special attention to the norms for the preparation of annual and interim financial statements related to the above-mentioned themes, as well as to the guidelines contained in Circular Letter No. 01/2022/CVM/SNC/SEP and Circular Letters CVM/SNC/SEP issued in 2023. Issuers in the registration process, for their part, must then

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br pay special attention to the items in the graph above, in order to avoid adverse impacts on offering schedules, as well as to avoid costs related to meeting the requirements.

3.2.6 Report of financial information related to sustainability,
based on the international standard issued by the International Sustainability Standards Board – ISSB

CVM published, on 10/20/2023, CVM Resolution No. 193/23, which deals with the preparation and disclosure of the report of financial information related to sustainability, based on the international standard issued by the International Sustainability Standards Board – ISSB.

The Resolution allows publicly traded companies, securitization companies, and investment funds, voluntarily in the fiscal years of 2024 and 2025, to prepare and disclose the report of financial information related to sustainability, based on the international standard (IFRS S1 and S2) issued by the International Sustainability Standards Board (ISSB).

The entity must explicitly and unreservedly declare adherence to the standards issued by ISSB, as regulated in the sole paragraph of Article 3 of the aforementioned Resolution.

In addition, according to ISSB standards, the financial information related to sustainability in the report referred to in CVM Resolution 193/23 must be clearly identifiable and not obscured by other additional information.

Disclosure must occur within the deadlines indicated in Article 5 of the aforementioned Resolution, through the Empresas.NET System, using the category “Report of Financial Information Related to Sustainability – ISSB Standard”.

For publicly traded companies, there is an obligation to prepare and disclose the report of financial information related to sustainability, based on ISSB standards, starting from fiscal years beginning on or after January 1, 2026, with reasonable assurance by an independent auditor registered with CVM.

SEP published, on 01/08/2024, Circular Letter CVM/SEP No. 01/24, regarding the creation of a new category in the Empresas.NET System, referring to the report of financial information related to sustainability – ISSB standard, available at the link https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep0124.html.

It is noted that it remains possible to prepare and send other reports related to the theme, which use other preparation standards, provided they are sent through the Empresas.NET System, in the categories already existing before the issuance of CVM Resolution No. 193/23: “Sustainability Report” and “Integrated Report”.

3.2.7 Effectiveness of Technical Pronouncement CPC 50 – Insurance Contracts

Companies to which Technical Pronouncement CPC 50, relating to insurance contracts, applies, must pay attention to the decision of the CVM Collegiate Body, in a meeting held on 05/09/2023, which deliberated the following:

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br (a) the start of effectiveness of Technical Pronouncement CPC 50 must be maintained for fiscal years beginning on or after 01.01.2023; (b) the annual standardized financial statements (DFP) closing fiscal years beginning on or after 01.01.2023 must be prepared and presented based on CPC 50; (c) exclusively in the fiscal year of 2023, companies will be allowed to prepare Quarterly Information – ITR based on CPC 11 (previous accounting policy); and (d) companies that use the permission contained in item “c” above must prepare and restate their ITRs referring to the fiscal year of 2023 based on CPC 50, and must archive the restated versions of the ITRs on the same date they present the financial statements referring to the fiscal year of 2023.

It is noted that companies that use the list of insurance/reinsurance accounts for filling out the DFP and ITR Forms in the Empresas.NET System must pay attention to the update of the aforementioned list of accounts, as disclosed in Circular Letter No. 2/2023-CVM/SEP, on 12/29/2023, which can be accessed at the address https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/ocsep-0223.html.

3.2.8 Changes to CPC 03, 32, 03 and 40 - CVM Resolution No. 197 of
26.12.2023

CVM Resolution No. 197, of 12/29/2023, according to Annex A, made mandatory for publicly traded companies the Document of Review of Technical Pronouncements No. 24, issued by the Accounting Pronouncements Committee – CPC, due to changes in International Tax Reform (Pillar Two Model Rules and Supplier Financing Agreements), resulting in the changes below:

(a) apply the changes to CPC 32, which deals with Taxes on Profit, to fiscal years beginning on or after January 1, 2023; and (b) apply the changes to CPC 03 (R2), which deals with Cash Flow Statements, and to CPC 40 (R1), which deals with Financial Instruments, to fiscal years beginning on or after January 1, 2024.

It is noted the need to read CVM Resolution No. 197/23 by the companies covered by the aforementioned CPCs, available at https://conteudo.cvm.gov.br/legislacao/resolucoes/resol197.html.

3.3 Periodic Forms

3.3.1 Registration Form

The registration form is an electronic document, of periodic and occasional submission, provided for in Article 23 of CVM Resolution No. 80/22, whose content reflects Annex C of this Resolution.

Its objective is to gather in a single document information about the main data and characteristics of the issuer and the securities issued by it, which were previously made available to the market in a dispersed manner.

According to Article 49 of CVM Resolution No. 80/22, the Investor Relations Director is responsible for providing all information required by the legislation and regulation of the securities market. In this sense, all notifications sent by CVM will be addressed to the IRD, and, consequently, to the email indicated by him in the registration form.

However, in principle, nothing prevents the IRD from indicating in the registration form a mailbox to which other people have access. Another existing option, which can be verified with the company's IT department, is the configuration of automatic forwarding of messages received in the IRD's email.

These options are the exclusive responsibility of the IRD, it being certain that they do not remove his responsibility.

From 01.01.2022, the filling and sending of the registration form became mandatory through the “FCA Online” functionality, available in the Empresas.NET System (https://www.rad.cvm.gov.br/ENET), in the “Document Submission” menu, dispensing with the procedure of filling and generating this form in Client, which was deactivated, as disclosed by Circular Letter No. 5/2021-CVM/SEP, accessible via the link https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0521.html.

The issuer must proceed to update the registration form whenever any of the data contained therein is altered, within 7 (seven) business days counted from the fact that caused the alteration, as determined in Article 24 of CVM Resolution No. 80/22.

It is also alerted that, regardless of this update, annually the issuer must confirm, by May 31 of each year, that the information contained in the registration form remains valid, as provided for in the sole paragraph of Article 24 of CVM Resolution No. 80/22.

This confirmation must be made by submitting the first version of the registration form of the current year, by May 31, and its filling must be done completely and appropriately to what CVM Resolution No. 80/22 requires, observed, including, Article 15 of the aforementioned Resolution.

It is alerted that, from the first day of the year, only the presentation and restatement of the registration form of the current exercise are allowed.

In the presentation of the registration form, the company's name must be written identically to that presented in the bylaws, and only if the size does not allow, due to the number of characters, should some abbreviation be made.

It is alerted that item 2.1, letter “c” of the registration form also requests the trading code of each species or class of shares admitted to trading.

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

3.3.2 Reference Form

3.3.2.1 Annual submission of the form

The reference form is an electronic document, of periodic and occasional submission, provided for in Article 25 of CVM Resolution No. 80/22, whose content reflects Annex C of the aforementioned Resolution.

In the case of issuers registered in category B, the fields marked with “X” are optional to fill.

According to the aforementioned Article 25 of CVM Resolution No. 80/22, the reference form must be delivered fully updated annually, within a period of up to 5 (five) months counted from the date of closing of the fiscal year.

The annual presentation of the reference form should occur, preferably, after the holding of the Annual General Meeting (AGO). With this procedure, it will already be possible to include in the document, for example, information about any election and remuneration of administrators.

In addition, it is necessary to always include the information contained in the financial statements of the previous year that are discussed and voted on at that meeting.

In this sense, it is alerted that all updated information that has been provided due to the update rules provided for in paragraphs 3 and 4 of Article 25 of CVM Resolution No. 80/22 must be reflected in the reference form when of its annual presentation, regardless of the existence of a command in Annex C regarding the provision of information relating to the current fiscal year.

After the holding of the AGO and before the end of the deadline for annual submission of the reference form provided for in Article 25 of CVM Resolution No. 80/22, if any of the events that impose the update of the document occurs, the issuer may opt for (i) to restate the reference form of the previous year; or (ii) to anticipate the presentation of the document referring to the current fiscal year.

In this case, the issuer must pay attention to (i) not restating the document referring to the previous year as if it were the reference form updated with all the information of the current year; or (ii) not presenting the reference form updated with all the information of the current year as if it were the restatement of the document referring to the previous year.

In the annual submission of the reference form, “Reference of the FRE” must be indicated as the end date of the fiscal year to which the Form to be delivered refers.

Since 01.01.2023, full use of “FRE Online” has been released, including its submission, based on the 2023 reference form, in the Empresas.NET System (address https://www.rad.cvm.gov.br/ENET), menu “Document Submission”, which considers, including, the new structure as established in CVM Resolution No. 59/21, dispensing with the procedure of filling and generating this form in Client, as disclosed by Circular Letter No. 7/2022- CVM/SEP, accessible via the link https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep0722.html.

The guidelines for preparing the Form can be consulted in this circular (see Chapter 10).

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

3.3.2.2 Update of the reference form

CVM Resolution No. 80/22 provides, in paragraph 3 of Article 25, certain events that impose the obligation on issuers registered in category A to update, within 7 (seven) business days counted from the date of occurrence of the event, the fields of the reference form whose information are affected by the incidence of the events described below:

a) change of administrator, member of the fiscal council, member of statutory committee or member of audit, risk, financial and remuneration committees, even if such committees or structures are not statutory, provided that such committees or structures participate in the decision-making process of the administration or management bodies of the issuer as consultants or auditors; b) change in social capital; c) issuance of new securities, even if subscribed privately; d) change in the rights and advantages of the securities issued; e) change in controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer; f) when any natural or legal person, or group of people representing the same interest, directly or indirectly, exceeds, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer, provided that the issuer is aware of such change; g) incorporation, share incorporation, merger or spin-off involving the issuer; h) change in projections or estimates or disclosure of new projections and estimates; i) celebration, alteration or termination of a shareholders' agreement filed at the issuer's headquarters or of which the controller is a party regarding the exercise of voting rights or control power of the issuer; j) declaration of bankruptcy, judicial reorganization, liquidation or judicial homologation of extrajudicial reorganization; k) communication, by the issuer, of the change in the independent auditor in accordance with specific regulation; and l) any of the following events involving administrator or member of the fiscal council:
i. any criminal conviction;
ii. any conviction in administrative proceedings of CVM, the Central Bank of Brazil or the Private Insurance Superintendency; or

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br
iii. any final judicial conviction or subject to final administrative decision, that has suspended or disqualified him from practicing any professional or commercial activity.

With regard to this, for the purposes of Article 25, paragraph 3, item II of CVM Resolution No. 80/22, change in social capital is considered, not only increases and decreases, but also splits, consolidations and cancellations of shares.

Similarly, issuers registered in category B, in accordance with paragraph 4 of Article 25 of the aforementioned Resolution, must also update, within 7 (seven) business days, counted from its occurrence, the fields of the form whose information are affected by the incidence of the following events:

a) change of administrator; b) issuance of new securities, even if subscribed privately; c) change in controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer; d) incorporation, share incorporation, merger or spin-off involving the issuer; e) change in projections or estimates or disclosure of new projections and estimates; f) declaration of bankruptcy, judicial or extrajudicial liquidation or judicial homologation of extrajudicial reorganization; g) communication, by the issuer, of the change in the independent auditor in accordance with specific regulation; and h) any of the following events involving administrator or member of the fiscal council:
i. any criminal conviction;
ii. any conviction in administrative proceedings of CVM, the Central Bank of Brazil or the Private Insurance Superintendency; or
iii. any final judicial conviction or subject to final administrative decision, that has suspended or disqualified him from practicing any professional or commercial activity.

In the case of election of administrators, it is also remembered that the reference form must be updated, within the regulatory period, even if in the election the administrators were reappointed, given the change in mandates.

In the update of a reference form already delivered, which implies the delivery of a new version, issuers must inform, in the “Presentation Type” field, if the update refers to a “Spontaneous Restatement” or “Restatement by CVM/B3 Requirement”.

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

In addition, in the “Object of the last change/Reason for Restatement” field, the issuer must make clear all sections and items of the form that have been altered, with the inclusion of a brief description of the reason for each change. Issuers must also inform if the restatement is due to the registration of a public offering of securities.

Category B issuers who opt to present information indicated in Annex C as optional for their category must: (a) maintain the optional information that was provided in all updates of the reference form that may be presented by the company; and (b) update the optional information provided in the manner provided for in paragraphs 3 and 4 of Article 25 of CVM Resolution No. 80/22. There is no impediment, however, for the issuer to cease presenting the optional information when delivering the reference form of the subsequent fiscal year.

In passing, it is clarified that the change in the quantity of treasury shares resulting from the execution of a repurchase program does not represent a scenario provided for in paragraph 3 of Article 25 of CVM Resolution No. 80/22, for which reason the update of the reference form, in this case, would not be necessary.

Notwithstanding, if the quantity of shares acquired throughout the program reaches the thresholds established in item VI of paragraph 3 of Article 25 of CVM Resolution No. 80/22, due to the possibility of variation in the percentage of all shareholders, it is recommended that item 6.1/2 (treasury shares) of the reference form be updated.

In the case of variations in shareholdings around the percentages of 5%, 10%, 15% and so on, it is highlighted that the need to update the reference form is triggered exclusively by the investors' position in shares, and not in derivative contracts referenced in these shares.

Thus, although the investor's obligation to make the communication provided for in Article 12 of CVM Resolution No. 44/21 takes into account positions in derivatives, the update of the reference form by the issuer will be necessary only in cases where the aforementioned percentages are exceeded due to the investor's position in shares.

In addition, the FRE must record the quantity and percentage of shares held by investors, disregarding, for these purposes of updating the reference form, the shares referenced in derivative contracts held by the investor.

In accordance with Article 26 of CVM Resolution No. 80/22, if there is a change in the Chief Executive Officer or Investor Relations Director after the submission of the reference form, the new officeholder is responsible for the information in this document that are updated, after the date of their assumption, due to the scenarios provided for in paragraphs 3 and 4 of Article 25 of this Resolution, observed the registration category of the issuer.

In updates resulting from paragraphs 3 and 4 of Article 25, the declaration must have the content provided for in item 13.2 of Annex C of CVM Resolution No. 80/22.

It is worth alerting that the general guidelines contained in Chapter 10 of this Circular Letter regarding the updateable fields of the reference form do not constitute and should not be understood as an exhaustive list, being the issuer's obligation to verify and update all fields of the Form that, in its specific case, are impacted by the occurrence of the events provided for in paragraphs 3 and 4 of Article 25.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br
3.3.2.3 Resubmission of the reference form due to public distribution registration

CVM Resolution No. 80/22 provides, in paragraph 2 of Article 25, that in the event of a request for public distribution registration, issuers must resubmit the reference form fully updated on the same date the request is filed with the CVM.

In the case of a public distribution registration request, the issuer may choose to resubmit the reference form from the previous fiscal year or present the reference form from the current year, provided that the information related to the previous fiscal year is filled in.

In the resubmission of the reference form, issuers must indicate as "Reference of the FRE" the end date of the same fiscal year to which the Form to be resubmitted refers. In addition, the sections and items altered must also be indicated in the "Reason for Resubmission" field, with a brief description of the reason for the alteration.

As stated in the declaration, item 13.2 of the reference form, the information contained therein must comply with the provisions of CVM Resolution No. 80/22, especially in Articles 15 to 20.

Thus, issuers are alerted that persons responsible for the content of the reference form must ensure the permanent quality of the document, and it is not expected that in the resubmission resulting from a public distribution registration request, the information contained therein undergoes substantial alterations, beyond those that would necessarily have to be made to update the document in this situation, including in cases expressly provided for in Annex C of CVM Resolution No. 80/22.

In accordance with Article 26 of CVM Resolution No. 80/22, if there is a change in the Chief Executive Officer or the Investor Relations Director after the delivery of the reference form, the new officeholder is responsible for the information in this document that is updated, after the date of their appointment, due to the hypotheses provided for in paragraphs 3 and 4 of Article 25 of this Resolution, observing the registration category of the issuer.

In the event of the resubmission of the reference form due to a public distribution registration request for securities, the new officeholders of the Chief Executive Officer and Investor Relations Director must sign the declaration provided for in item 13.1 of the reference form, as provided for in paragraph 2 of Article 26 of CVM Resolution No. 80/22.

In the case of public distribution offer registration requests for shares for issuers already registered with the CVM, carried out under the reserved analysis regime provided for in Article 7-B of CVM Resolution No. 80/22, their initial petition, the reference form (although prepared in the Empresas.NET System) and the other documents of the already registered issuer must be sent through the CVM's Digital Protocol System, and not through the Empresas.NET System (see 2.10).

The CVM's Digital Protocol has been fully automated to allow for the agile and efficient processing of documents filed with the Autarchy. In the current version, it is possible to track the progress of requests during all stages. For more information, please access the link https://www.gov.br/cvm/pt-br/canais_atendimento/protocolo-digital.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br
3.3.3 Standardized Financial Statements – DFP

The Standardized Financial Statements (DFP) form is an electronic document, with periodic submission provided for in Article 22, item IV, of CVM Resolution No. 80/22, whose submission to the CVM must be done through the Empresas.NET System (see Chapter 9).

According to Article 30 of CVM Resolution No. 80/22, the DFP form must be filled in with data from the financial statements prepared in accordance with the accounting rules applicable to the issuer, in accordance with Articles 27 to 29 of the Resolution, and delivered:
a) by the national issuer, within 3 (three) months after the end of the fiscal year or on the same date as the sending of the financial statements, if it occurs on an earlier date; b) by the foreign issuer, within 4 (four) months of the end of the fiscal year or on the same date as the sending of the financial statements, if it occurs on an earlier date.

In this sense, according to a decision by the CVM Board of Directors, of 15.07.2014 (Reg. No. 8620/13), in the analysis of a consultation formulated by IBRACON, there is no obligation to fill in the information related to the penultimate fiscal year in the DFP Forms, in cases where the financial statements related to the same period do not contain this data.

The sending of the DFP form is mandatory, and its delivery does not dispense with the sending of the financial statements that served as the basis for its completion and vice versa.

In the case of financial institution issuers, attention is drawn to the understanding exposed in item 3.2.1, "Financial institutions authorized to operate by the Central Bank of Brazil," of this Circular. If projections are disclosed, the issuer must compare in the DFP form, in the "Commentary on the behavior of business projections" field, the projections disclosed in the reference form with the results actually obtained in the quarter, indicating the reasons for any differences, as determined in paragraph 4 of Article 21 of CVM Resolution No. 80/22.

According to the provisions of item 3.2 of this Circular, notwithstanding the obligation to send the summary report of the statutory audit committee provided for in Article 31-D, item VI, of CVM Resolution No. 23/21 together with the financial statements, it must also be presented in the DFP, for now, in "Other Information that the Company Deems Relevant."

In the case of a non-statutory audit committee or a statutory audit committee not adhering to CVM Resolution No. 23/21, the sending of the opinion, when issued, will be mandatory.

Given the importance of the document, in line with the provisions of Article 5 of CVM Resolution No. 44/21, the company must disclose its DFP form, whenever possible, before the start or, preferably, after the closing of trading on the stock exchange or organized over-the-counter market where the securities of its issuance are admitted to trading.

The DFP form must be disclosed simultaneously with the disclosure of the company's financial statements.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br On 14.02.2024, CVM Resolution No. 199/24 was published, approving Technical Pronouncement CPC No. 09 (R1), with the objective of establishing criteria for the preparation and disclosure of the added value demonstration (DVA), required by Articles 176, 177 and 188 of Law No. 6.404/76, which is related to economic information, as well as the interface with the communication of environmental, social and governance elements, and aims to highlight the wealth created by the entity and its distribution, during a certain period.

CVM Resolution No. 199/24 entered into force on March 1, 2024, applying to fiscal years starting on or after January 1, 2024.

In this regard, attention is drawn to the guidelines contained in item 3.2 of this Circular.

In the DFP form, there are fixed accounts and the possibility of including non-fixed accounts. Companies must, whenever possible, use the fixed accounts of the DFP account lists and must not include a non-fixed account when, for example: a) there is a fixed account of the same subject; or b) whose balance is not in fact a detail of a fixed account.

Regarding the validity of Technical Pronouncement CPC 50 – Insurance Contracts, companies must observe the guidelines contained in item 3.2.7 of this Circular.

3.3.4 Quarterly Information – ITR

Article 31 of CVM Resolution No. 80/22 provides for the delivery of forms regarding quarterly information (ITR) by registered issuers, whose submission to the CVM must be done through the Empresas.NET system (see Chapter 9).

According to Article 31 of CVM Resolution No. 80/22, the ITR form must be filled in with data from the quarterly accounting information prepared in accordance with the accounting rules applicable to the issuer, in accordance with Articles 27 to 29 of the Resolution, and delivered within 45 (forty-five) days after the end of each quarter of the fiscal year, except for the last one, accompanied by a special review report, issued by an independent auditor registered with the CVM.

Technical Pronouncement CPC No. 09 (R1), approved by CVM Resolution No. 199/24, aims to establish criteria for the preparation and disclosure of the added value demonstration (DVA), required by Articles 176, 177 and 188 of Law No. 6.404/76, as amended by Law No. 11.638/07.

In this regard, attention is drawn to the guidelines contained in item 3.2 of this Circular.

The counting of the 45 (forty-five) day period after the end of each quarter of the fiscal year begins on the first day (useful or not) following the closing of the quarter, adjusting the final date, if it is a holiday or weekend, extending it to the next business day.

Attention is drawn to the fact that, according to the request contained in item II of paragraph 1 of the aforementioned Article 29, the ITR form must be accompanied by a special review report, issued by an independent auditor registered with the CVM, as well as by the directors' declarations provided for in items V and VI of paragraph 1 of Article 27 of the aforementioned Resolution.

The obligation of the fiscal council, if installed, regarding the ITR form is provided for in item VI of Article 163 of Law No. 6.404/76.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br Given the competence attributed by Law to the members of the fiscal council to analyze, at least quarterly, the trial balance and other financial statements periodically prepared by the company and, mainly, in order to fulfill their duty of diligence, it is understood that, at a minimum, councilors must analyze the quarterly information in advance of its disclosure to the market and make the recommendations they deem appropriate.

Members of the fiscal council cannot excuse themselves from acting diligently in the supervision of the company's business and the preparation of financial statements, under the justification that there is no legal provision to issue an opinion on the interim financial information.

In concrete situations, the councilor must be diligent and adopt the best way of acting to fulfill their fiduciary duties. On the other hand, the CVM will not refrain from investigating responsibilities when faced with non-compliance with these duties, it being certain that the fiscal councilor may be asked to demonstrate the formalization of the analysis of the financial statements periodically prepared by the company, that is, the quarterly information form – ITR of the company.

Thus, in the understanding of the SEP, it is recommended, although not mandatory, the preparation and disclosure, together with the ITR forms, of the opinion of the fiscal council.

It is worth clarifying that the information from the last quarter will be included in the DFP form (Article 30 of the Resolution), which includes the entire fiscal year. If there is a statutory alteration that results in a fiscal year longer or shorter than one year (sole paragraph of Article 175 of Law No. 6.404/76), it may be the case that the company presents more or less than 3 (three) ITR forms.

It is worth alerting that the ITR form of open companies registered in category A must contain consolidated accounting information whenever such issuers are obliged to present consolidated financial statements, in accordance with Law No. 6.404/76, as determined in paragraph 2 of Article 31 of CVM Resolution No. 80/22.

In the case of financial institution issuers, attention is drawn to what is stated in this Circular (see item 3.2.1).

If projections are disclosed, the issuer must compare quarterly, in the appropriate field of the ITR form and the DFP form (in the case of the last quarter), the projections disclosed in the reference form with the results actually obtained in the quarter, indicating the reasons for any differences, as determined in paragraph 4 of Article 21 of CVM Resolution No. 80/22.

Given the importance of the document, in line with the provisions of Article 5 of CVM Resolution No. 44/21, the company must disclose its ITR form, whenever possible, before the start or, preferably, after the closing of trading on the stock exchange or organized over-the-counter market where the securities of its issuance are admitted to trading.

In the understanding of the SEP, corroborated by the Specialized Federal Prosecutor's Office at the CVM, it is not possible to require that the members of the board of directors explicitly approve the quarterly financial information of the open company.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br This understanding is based on the absence of legal or regulatory provision imposing this obligation on the board of directors and is reinforced by the difference between the requirements concerning the preparation and presentation of annual financial statements and quarterly information, being more rigorous in the first case.

On the other hand, given the competence attributed by Law to the members of the board of directors and, mainly, in order to fulfill their duty of diligence, it is understood that councilors must analyze the quarterly information in advance of its disclosure to the market and make the recommendations they deem appropriate.

In the understanding of the SEP, the company could not deny prior access to quarterly information (before its disclosure to the market), if there has been a request from any member of the board of directors. It is worth noting that the members of this body, as well as other administrators, have the duty to keep confidential any relevant information not yet disclosed (Article 155, paragraph 1 of Law No. 6.404/76). The eventual prior access to quarterly information would be within this legal duty of confidentiality.

Without prejudice to the above, members of the board of directors cannot excuse themselves from acting diligently in the supervision of the company's business and the preparation of financial statements, under the justification that there is no legal provision to manifest themselves on the interim financial information.

In any case, companies must disclose the date on which authorization for the issuance of accounting statements was granted and who provided such authorization, that is, they must inform which corporate body authorized its disclosure and on what date, in line with the request provided for in item 17 of Technical Pronouncement CPC 24, approved by CVM Resolution No. 105/22.

From 01.10.2021, the completion and sending of the ITR Form has become mandatory through the "ITR Online" functionality, available in the Empresas.NET System (https://www.rad.cvm.gov.br/ENET), in the "Document Sending" menu, dispensing with the procedure of filling out and generating this form in the Client, which was deactivated, as disclosed by Circular No. 4/2021-CVM/SEP, accessible via the link https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0421.html.

In the ITR form, there are fixed accounts and the possibility of including non-fixed accounts. Companies must, whenever possible, use the fixed accounts of the ITR account lists and must not include a non-fixed account when, for example: a) there is a fixed account of the same subject; or b) whose balance is not in fact a detail of a fixed account.

Regarding the validity of Technical Pronouncement CPC 50 – Insurance Contracts, companies must observe the guidelines contained in item 3.2.7 of this Circular.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br
3.3.5 Securitization company reports

The sending of reports from securitization companies (registered in categories S1 or S2), as well as other periodic and occasional information from such societies, must be carried out exclusively through the Fundos.NET System, in accordance with CVM Resolution No. 60/21.

If the securitization company also maintains the registration of an open company as provided for in CVM Resolution No. 80/22, it must additionally send the documents pertinent to said Resolution through the Empresas.NET System.

In other words, if the securitization company has registration in two distinct categories (A or B and S1 or S2), it must send the occasional and periodic documents provided for in CVM Resolutions No. 60/21 and 80/22, through the Fundos.NET System and the Empresas.NET System, respectively, due to the absence of any normative provision for exemption or differentiated treatment for companies that have double registration.

It is alerted that the maintenance of said double registration with the CVM subjects the securitization company to the payment of supervision fees related to both categories, as provided for in paragraph 8 of Article 4 of Law No. 7.940/89, which provides that, in the event that the same legal entity obtains more than one registration in accordance with the provisions of Annexes I, II or III of the aforementioned Law, the value of the supervision fee is due for each registration granted to the taxpayer.

3.3.6 Report on the Brazilian Corporate Governance Code – Open Companies

The Report on the Brazilian Corporate Governance Code – Open Companies is an electronic document, available for completion in the Empresas.NET System, whose content reflects Annex D of CVM Resolution No. 80/22.

The issuer registered in category A authorized by a market administrator to trade shares or depositary receipts of shares on a stock exchange must deliver the Report on the Brazilian Corporate Governance Code – Open Companies, within 7 (seven) months from the date of the end of the fiscal year.

The information provided by the company through the completion of the Report on the Brazilian Corporate Governance Code must be consistent with those disclosed in its reference form. For example, in the case of an affirmative response regarding the adoption of management evaluation procedures, the information must be consistent with the disclosure made in table 7.1 of the reference form.

In the case of an affirmative response regarding the existence of policies, duly approved by the management bodies, the company must make these policies available through the Empresas.NET System, using the corresponding category. This guidance also applies to bylaws and codes that integrate the governance practices provided for in the Brazilian Corporate Governance Code.

Furthermore, attention must be paid to the obligation to present relevant justifications, instead of just safeguards, in the event of non-adoption or partial adoption of the practices provided for in the Report.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br The information to be disclosed in the Report on the Brazilian Corporate Governance Code must be updated until the date of delivery of the document.

If changes are made to the governance of issuers after the delivery of the document, the Report does not need to be resubmitted.

The presentation of this Report is not mandatory for companies registered in category B.

3.4 Ordinary General Assembly – OGA

According to the statement of Article 132 of Law No. 6.404/76, annually, in the first four months following the end of the fiscal year, there must be an ordinary general assembly (OGA) to take the accounts of the administrators, examine, discuss and vote on the financial statements, deliberate on the destination of the net profit of the year and the distribution of dividends and elect the administrators and, if applicable, the members of the fiscal council.

In accordance with Article 65, item III, of CVM Resolution No. 80/22, failure to observe the deadline set in Article 132 of Law No. 6.404/76 for the holding of the ordinary general assembly is considered a serious offense.

On 28.07.2020, Law No. 14.030/20 was enacted, which, among other measures, introduced paragraph 2-A of Article 124 of Law No. 6.404/76.

The legal text now allows that CVM regulation could exempt the rule set out in paragraph 2 of Article 124 of Law No. 6.404/76 for publicly held companies and, even, authorize the holding of a digital assembly.

In this sense, CVM Resolution No. 81/22 describes the conditions for companies to hold entirely digital assemblies. However, it is worth noting that since 2015 it had already been possible for companies to make available to their shareholders an electronic system for (i) the sending of the remote voting ballot (Article 28, I); or (ii) remote participation during the assembly (Article 28, II).

Despite the regulatory provision, it was verified that open companies opted to hold their general assemblies only in person, with remote participation being done only through the remote voting ballot.

In the scenario of the Covid-19 pandemic, it became imperative to adopt measures that would enable alternative ways of holding general assemblies, with the aim of reconciling the full exercise of shareholders' rights with high standards of safety and health protection.

The CVM opted for a technologically neutral regulation, so that the changes did not specify the access conditions and the way of functioning of the tools that would be used by open companies to hold their digital general assemblies, opting to list the minimum requirements for their functioning. It was verified that, since then, these new procedures have already been adopted by several companies.

Among such aspects, the company must ensure that the electronic system referred to in the caput ensures the registration of the presence of shareholders and their respective votes, as well as ensures the possibility of manifestation and simultaneous access to documents presented during the assembly that are not

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

have been made available previously, the full recording of the assembly and the possibility of communication between shareholders.

3.4.1 Notice under Article 133 of Law No. 6,404/76

Article 133 of Law No. 6,404/76 establishes that administrators must notify, at least 1 (one) month before the date scheduled for the holding of the OGM, through announcements published in the manner provided for in Article 124 (see item 3.4.3), that the documents indicated below are available to shareholders, and the announcements must specify the location or locations where shareholders may obtain copies of these documents:
a) the administration report on the social business and the main administrative facts of the closed fiscal year; b) a copy of the financial statements; c) the report of the independent auditors; d) the opinion of the fiscal council, including dissenting votes, if any; and e) other documents pertinent to matters included in the agenda.

At least 5 (five) days before the date scheduled for the holding of the OGM, the company must publish the documents cited in letters “a”, “b” and “c” above (paragraph 3 of Article 133). It is emphasized that, regardless of this publication, the caput of Article 133 of Law No. 6,404/76 requires that documents pertinent to matters included in the agenda of the OGM be made available to shareholders at the company’s headquarters, at least one month before the date scheduled for the holding of the assembly.

The OGM that gathers all shareholders may consider the lack of publication of the announcements or the non-observance of the deadlines referred to in Article 133 of Law No. 6,404/76 as cured, but the publication of the documents and their sending via the Empresas.NET System before the holding of the assembly is mandatory (paragraph 4 of Article 133).

According to Article 133, paragraph 5, of Law No. 6,404/76, the issuer is exempt from publishing the announcements provided for in the caput of said article when the documents (notably the financial statements) are published at least 1 (one) month before the date scheduled for the holding of the OGM.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

3.4.2 Administration’s Proposal for OGM

3.4.2.1 Issuers registered in Category A to which CVM Resolution No. 81/22 applies

Regarding the minimum documents and information that must be made available to shareholders when convening the OGM, open companies registered in Category A that have securities admitted to trading on a stock exchange by a market organized market administrator and have shares or depositary receipts of shares in circulation, thus considered as the company’s shares (with the exception of those owned by the controlling shareholder, persons affiliated with him, the company’s administrators, and those held in treasury), must pay attention to the provisions of CVM Resolution No. 81/22, especially regarding Articles 9 to 25 of said Resolution.

It is worth highlighting that, regardless of the publication provided for in paragraph 3 of Article 133 of Law No. 6,404/76, the caput of this article requires that documents pertinent to matters included in the agenda of the OGM be made available to shareholders at the company’s headquarters, at least one month before the date scheduled for the holding of the OGM, and within the same deadline, all documents necessary for the exercise of the right to vote at the OGM must be available on the CVM’s internet page.

Furthermore, Article 10 of CVM Resolution No. 81/22 provides, for issuers registered in Category A to which CVM Resolution No. 81/22 applies, that within the same deadline above, the following documents and information must be available on the CVM’s internet page:
a) administration report on the social business and the main administrative facts of the closed fiscal year (included in the financial statements and in the DFP Form – see items 3.2 and 3.3.3); b) copy of the financial statements (sent via the Empresas.NET System – see item 3.2); c) administrators’ comments on the company’s financial situation, in accordance with item 2 of the reference form (“directors’ comments”) (sent, via the Empresas.NET System, in the “Assembly” category, type “OGM” or “OGM/E”, species “Administration’s Proposal”, subject “Administrators’ comments on the company’s financial situation”); d) report of the independent auditors (included in the financial statements and in the DFP Form – see items 3.2 and 3.3.3); e) opinion of the fiscal council, including dissenting votes, if any (included in the financial statements and in the DFP Form – see items 3.2 and 3.3.3, as well as sent via the Empresas.NET System by virtue of item VI of Article 33 of CVM Resolution No. 80/22, in the “Board Meeting” category, type “Fiscal Council”, species “Minutes”, subject “Opinion regarding the financial statements”); f) DFP Form (sent via the Empresas.NET System – see Chapter 9);

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

g) proposal for the allocation of the net profit of the fiscal year, which must contain, at a minimum, the information indicated in Annex A of the Resolution (sent via the Empresas.NET System by the “Assembly” category, type “OGM” or “OGM/E”, species “Administration’s Proposal”, subject “Allocation of Results”); and h) opinion of the audit committee, if any (sent via the Empresas.NET System by the “Board Meeting” category, type “Audit Committee”, species “Minutes”, subject “Opinion regarding the financial statements” – see item 3.2).

It should be noted that the administration’s proposal for the allocation of net profit must contain, at a minimum, the information required in Annex A of CVM Resolution No. 81/22, and should not be limited to the enumeration of items to be submitted to the assembly’s deliberation, as such a procedure would make it a mere repetition of information already contained in the convening notice.

Regarding the information required in Annex A of CVM Resolution No. 81/22, it is worth clarifying that the information to be provided in items 2 and 5 of said Annex have different objectives, namely:

in item 2, the company must inform the total amount and the per-share value of dividends and/or interest on equity, including values already advanced, that is, if the company has approved the distribution of dividends and/or interest on equity in advance and still has a value to be declared, the information to be provided is the sum of both values (already advanced and to be declared);
in item 5, the company must inform about the proposal for the distribution of dividends and/or interest on equity that will be submitted to the assembly’s approval, discounted any values already approved in advance, whether such values are paid or not.

It is worth noting that in item 5.d of Annex A of CVM Resolution No. 81, the date that will be used to identify shareholders who will have the right to receive the dividends and interest on equity to be declared in the assembly must be informed, and not the payment date of said event. The date or payment deadline must be included in item 5.b of the same annex.

It is also recommended that companies disclose in the administration’s proposal information on the eventual incidence of tax on the proposed dividends.

According to the Collegiate’s decision of 27.09.2011 (CVM Process No. RJ2010/14687) 6, companies that have incurred a loss in the fiscal year are not obliged to present the information indicated in Annex A of CVM Resolution No. 81/22.

Companies that fall into this situation must inform in the administration’s proposal that Annex A of CVM Resolution No. 81/22 is not being presented due to the incurrence of a loss in the fiscal year.

6 See http://conteudo.cvm.gov.br/decisoes/2011/20110927_R1/20110927_D01.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Item V of Article 133 of Law No. 6,404/76 establishes that the company must make available to shareholders, at the company’s headquarters, at least one month before the date scheduled for the holding of the OGM, in addition to the documents indicated in the Law, the other documents pertinent to matters included in the agenda.

The sole paragraph of Article 7 of CVM Resolution No. 81/22, in turn, determines that the documents and information required therein must be made available to shareholders by the date of publication of the first convening announcement, unless Law No. 6,404/76, the Resolution or another CVM norm establishes a longer deadline.

For this reason, issuers are alerted that, if the election of administrators or members of the fiscal council or the fixing of their remuneration are included in the agenda of the OGM, issuers registered in Category A to which CVM Resolution No. 81/22 applies must provide, at a minimum, the documents and information required by Articles 11 and 13 of CVM Resolution No. 81/22 within 1 (one) month before the date scheduled for the holding of the meeting.

If the bylaws or any appointment or nomination policy establish minimum requirements for the nomination of members of the board of directors or the fiscal council, the administration’s proposal must indicate the adherence of the candidates’ profiles to these requirements, thus allowing the informed decision of shareholders.

It is also recommended to disclose the minutes of the meeting of the board of directors or the nomination, indication, or equivalent body, if any, in which the adherence of the nominees to these requirements was analyzed.

Such information must be included in the administration’s proposal, which must be sent via the Empresas.NET System, category “Assembly”, type “OGM” or “OGM/E”, species “Administration’s Proposal”, subject “Election of members of the Boards of Directors and Fiscal” or “Remuneration of administrators and councilors”.

To comply with the requirement of Article 11 of CVM Resolution No. 81/22, companies registered in Category A to which CVM Resolution No. 81/22 applies must present the information required for items 7.3 to 7.6 of the reference form, in accordance with Annex C of CVM Resolution No. 80/22.

To comply with the requirement of Article 10, item III, and Article 13, item II, of CVM Resolution No. 81/22, companies registered in Category A to which CVM Resolution No. 81/22 applies must present the information required for sections 2 and 8 of the reference form, in accordance with Annex C of CVM Resolution No. 80/22. According to the understanding expressed by the CVM Collegiate in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and No. RJ2013/4607) 7, the definition of the number of members of the board of directors, when the bylaws provide for a minimum and maximum number, must be the subject of deliberation at the general meeting of shareholders.

Thus, without prejudice to the provisions of paragraph 7 of Article 141 of Law No. 6,404/76 8, the most appropriate procedure is the disclosure, in the convening notice, that the number of members to compose the company’s board of directors will be deliberated in its agenda.

7 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html.

8 Article 141. (...) paragraph 7. Whenever, cumulatively, the election of the board of directors takes place under the multiple voting system and the holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be ensured to the shareholder or group of shareholders affiliated by a voting agreement that hold more than 50% (fifty percent) of the total votes conferred by the shares with voting rights the right to elect councilors in a number equal to those elected by the other shareholders, plus one, regardless of the number of councilors that, according to the bylaws, compose the body.”

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Furthermore, the CVM Collegiate understood, on the same occasion, that the administration’s proposal must contain the possible scenarios regarding the number of members to be elected, either through multiple voting or, if this has not been requested, by majority voting. This is because this represents fundamental information for minority shareholders, in order to support their mobilization regarding the multiple voting process.

In this sense, it is advisable for the controlling shareholder/administration to inform the number (fixed or minimum) of councilors for a certain mandate that would be elected by multiple or majority voting (for example, 10 members), and that such number could be increased by up to 2 members due to separate elections (that is, reaching the number of 11 or 12 councilors) 9.

In line with the provisions of Article 7, item II, of CVM Resolution No. 81/22, companies must disclose information on candidates for the board of directors and fiscal council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by the administration or by controlling shareholders by virtue of Article 11 of CVM Resolution No. 81/22.

In the case of companies with depositary receipts traded abroad (such as ADRs), it is emphasized that, if voting can be exercised by the holders of DRs, it appears necessary that such prerogative be exercised to the maximum degree of equality possible with shareholders.

The suggested form of disclosure is via the Empresas.NET System, “IPE Online” functionality, in the “Notice to Shareholders” category, type “Other Notices”, including in the subject that it concerns the indication of candidates for member of the board of directors/fiscal council presented by minority shareholders.

Furthermore, it is recalled that, regarding the indications of candidates for member of the board of directors/fiscal council, companies that adopt mandatory or optional remote voting must pay attention to the provisions on this matter brought by CVM Resolution No. 81/22 (see item 7.2).

Attention is drawn to the fact that some companies already adopt this practice and allow in their bylaws that non-controlling shareholders present candidates for the board of directors, provided that these shareholders present information about the candidates up to a certain deadline prior to the date scheduled for the assembly.

These practices, however, must be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted in Law No. 6,404/76. According to the understanding issued by SEP, requirements for the presentation of information about candidates prior to the assembly, even if provided in the bylaws, cannot be used as an imposition to obstruct the right of shareholders provided for in Law No. 6,404/76 to indicate and elect members for the board of directors and the fiscal council at the very moment of the assembly.

In order to allow investors to better understand the remuneration proposal (item I of Article 13 of CVM Resolution No. 81/22) and support the decision to be made by them, it is advised that issuers include, in the remuneration proposal, information on:
a) the period to which the remuneration proposal refers (for example, from the current ordinary general meeting until the next); b) values approved in the previous proposal and values actually realized, clarifying the reason for any differences; and c) any differences between the values of the current proposal and the previous proposal and those contained in item 8 of the company’s reference form, clarifying, for example, if they result from the non-correspondence between the period covered by the proposals (letter “a”) and the period covered by the reference form (fiscal year).

Whenever the assembly’s agenda includes an item on the provision of indemnity commitment for administrators, it is recommended that the administration’s proposal include the necessary information for shareholders to make a decision. In this sense, it is suggested to consult CVM Orienting Opinion No. 38, of 25.09.2018, Circular Letter No. 9/2018/CVM/SEP, and item 7.13 of this Circular Letter.

The documents made available to shareholders must contain the necessary information for the understanding of the matters to be discussed at the assembly. As provided in CVM Resolution No. 81/22, the information and documents provided to shareholders must be true, complete, and consistent, drafted in clear, objective, and concise language, and must not induce investors to error.

To facilitate reading by users, it is recommended that the document containing the administration’s proposal contain an index.

Whenever there is a need to re-present the administration’s proposal due to compliance with CVM requirements or spontaneously, the company must indicate in the “Reason for Re-presentation” field the fact motivating the re-presentation. In the case of compliance with a requirement formulated by the CVM, reference must be made to the letter issued.

It is emphasized that there is no case of exemption from delivery of the administration’s proposal for issuers registered in Category A to which CVM Resolution No. 81/22 applies, since, at a minimum, the company must provide at least 1 (one) month before the date scheduled for the holding of the OGM the administrators’ comments on the company’s financial situation, in accordance with item 2 of the reference form, as required by Article 10, item III, of CVM Resolution No. 81/22.

In accordance with paragraph 4 of Article 133 of Law No. 6,404/76, the attendance of all shareholders at the OGM only allows the delivery of the administration’s proposal outside the deadline provided for in the caput of the article, if this document is published before the holding of the assembly.

It is important to emphasize that the remote voting bulletin document should not be part of the administration’s proposal to the assembly or of the participation manual, as it is a document with specific rules for presentation and sending.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

3.4.2.2 Issuers registered in Category B and in Category A to which CVM Resolution No. 81/22 does not apply

According to the provisions of paragraph 4 of Article 22 of CVM Resolution No. 80/22, Administration’s Proposals for general assemblies are mandatory only for companies registered in Category A, authorized by a market administrator entity to trade shares on a stock exchange, and that have shares in circulation.

3.4.3 Convening Notice for OGM

In accordance with item II of paragraph 1 of Article 124 of Law No. 6,404/76, the convening of a general assembly of an open company shall be made through an announcement published at least three times, containing, in addition to the location, date, and time of the assembly, the agenda, with the advance deadline for the first convening, for open companies, being 21 (twenty-one) days and for the second convening, 8 (eight) days, except in the case of compliance with the provisions of paragraph 4 of Article 124 of Law No. 6,404/76.

However, SEP recommends that the convening notice for OGM or OGM/E be published and disclosed in the Empresas.NET System at least 1 (one) month in advance of the holding of the assembly, simultaneously with the administration’s proposal.

It is emphasized that for the holding of an assembly in second convening, the publication of a new notice is required. It is considered irregular to include the second convening of the OGM already in the first convening notice.

Thus, in the event that the OGM is not installed in the first convening, a new convening must occur through the publication of a new notice, which must inform, in addition to the agenda, the location, date, and time at which the assembly will be held in second convening. The said assembly may not be held, in second convening, in a period less than 8 (eight) days, counted from the date on which the second notice was published (item II, of paragraph 1, of Article 124, of Law No. 6,404/76).

The convening notices for OGM and OGM/E of issuers registered both in Category A and in Category B must expressly enumerate, in the agenda, all matters to be deliberated, and the use of the rubric “general matters” for matters that require assembly deliberation is prohibited.

Furthermore, the convening notices must obligatorily contain:
a) in assemblies intended for the election of members of the board of directors, the minimum percentage of participation in the voting capital necessary to request the adoption of multiple voting; b) if, for reasons of force majeure, the assembly is not held in the building where the company has its headquarters, the location where the assembly will be held, which must be in the same municipality as the headquarters; c) if remote participation through an electronic system is admitted, in accordance with Article 28, paragraph 2, item II, of CVM Resolution No. 81/22, information detailing the rules and procedures on how shareholders can participate and vote remotely in the

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

assembly, including information necessary and sufficient for access and use of the system by shareholders, and whether the assembly will be held partially or exclusively in digital mode.

Upon receipt of a request for the adoption of the multiple voting process and verification that it meets the provisions of Article 141 of Law No. 6,404/76 and CVM Resolution No. 70/22, the company must disclose, through the “IPE Online” of the Empresas.NET System, in the category “Notice to Shareholders”, type “Adoption of the multiple voting process”, that the election of the board of directors may take place through this process, as this is important information to instruct the decision to be made by shareholders at the assembly.

Furthermore, it is recalled that, regarding the adoption of the multiple voting process, companies that adopt mandatory or optional remote voting must pay attention to the provisions on this matter brought by CVM Resolution No. 81/22 (see item 7.2).

According to the understanding stated by the CVM Collegiate in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and RJ2013/4607) 10, the definition of the number of members of the board of directors, when the articles of association provide for a minimum and maximum number, must be the subject of deliberation at the general meeting of shareholders.

Thus, without prejudice to the provisions of paragraph 7 of Article 141 of Law No. 6,404/76 11, the most appropriate procedure is the disclosure, in the summons notice, that in its agenda the number of members to compose the board of directors of the company will be deliberated.

In addition, the CVM Collegiate understood, on the same occasion, that the administration’s proposal should contain the possible scenarios regarding the number of members to be elected, either through multiple voting or, if this is not requested, by majority vote. This is because this represents fundamental information for minority shareholders, in order to support their mobilization regarding the multiple voting process.

In this line, it is recommended that the controlling shareholder/administration inform the number (fixed or minimum) of counselors to be elected for a certain term by multiple voting or majority vote (for example, 10 members), and that this number could be increased by up to 2 members due to separate elections (i.e., reaching the number of 11 or 12 counselors).

A copy of the summons notice for the ordinary general meeting must be sent to the CVM, through the Empresas.NET System, category “Assembly”, types “AGO” or “AGO/E”, species “Summons Notice”, within 21 (twenty-one) days before the date scheduled for the holding of the ordinary general meeting or on the same day of its first publication, whichever occurs first, according to item VI of Article 22 of CVM Resolution No. 80/22.

It is recalled that Law No. 12.431/11 altered provisions of Law No. 6,404/76, which came to provide, in the sole paragraph of Article 121, that in public companies, the shareholder may participate and vote remotely in a general meeting, in accordance with the regulation of the CVM.

10 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html.
11 Article 141. (...) paragraph 7 Whenever, cumulatively, the election of the board of directors takes place by the multiple voting system and the holders of ordinary or preferred shares exercise the prerogative to elect counselors, it is assured to a shareholder or group of shareholders linked by a voting agreement that hold more than 50% (fifty percent) of the total votes conferred by shares with voting rights the right to elect counselors in a number equal to that elected by the other shareholders, plus one, regardless of the number of counselors that, according to the articles, compose the body.”

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

CVM Resolution No. 81/22 regulated the remote voting procedure, as stated in item 7.2 of this Circular.

Companies may also hold assemblies in a partial or exclusively digital manner provided they fully comply with the requirements established in said Resolution.

It is considered that the assembly is held:
I. exclusively in digital mode, if shareholders can only participate and vote through electronic systems, without prejudice to the use of the remote voting ballot as a means to exercise the right to vote; and
II. partially in digital mode, if shareholders can participate and vote both in person and remotely, without prejudice to the use of the remote voting ballot as a means to exercise the right to vote.

It is highlighted that an assembly held exclusively in digital mode will be considered as held at the company’s headquarters.

The summons announcement must list the documents required for shareholders to be admitted to the assembly, and the company may request the prior deposit of the documents mentioned in said announcement. The company may require the shareholder who intends to participate through the electronic system, in accordance with Article 28, item II, of CVM Resolution No. 81/22, the deposit of the documents referred to in paragraph 1 within 2 (two) days before the date of the assembly.

Without prejudice to the provisions of Article 141, paragraph 1, of Law No. 6,404/76, it is recommended that companies, in the summons notices for assemblies, highlight the importance that requests for multiple voting be made in advance, in order to facilitate their processing by the company and the participation of other shareholders, national and foreign.

3.4.4 Summary and minutes of the OGM
According to the provisions of items VIII and IX of Article 22 of CVM Resolution No. 80/22, the summaries of decisions of the ordinary general meeting must be sent, via “IPE Online” of the Empresas.NET System, on the same day of its holding, by the category “Assembly”, types “AGO” or “AGO/E”, species “Summary of Decisions”, as well as the minutes of the OGMs, within 7 (seven) business days of its holding, with indication of the dates and newspapers of their publication by the category “Assembly”, types “AGO” or “AGO/E”, species “Minutes”.

In this sense, it should be noted that the summary of decisions taken at the assembly (provided for in item VIII of Article 22 of CVM Resolution No. 80/22) is not confused with the minutes of the OGM (provided for in item IX of Article 22 of CVM Resolution No. 80/22), which, in accordance with paragraph 1 of Article 130 of Law No. 6,404/76, may be drawn up in the form of a summary of the facts that occurred.

Therefore, the summary provided for in item VIII of Article 22 of CVM Resolution No. 80/22 deals only with the result of the deliberations of the assembly.

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

It is highlighted that CVM Resolution No. 80/22 exempts the issuer from delivering the summary of decisions to the issuer that delivers the minutes of the general meeting on the same day of its holding, as provided for in paragraph 2 of Article 33 and paragraph 1 of Article 34. For the use of this option, however, it is necessary that the issuer sends the complete minutes of the general meeting on the same day of the holding of the meeting.

In this sense, it is highlighted that, in accordance with item IX of Article 22 of CVM Resolution No. 80/22, the minutes of the OGM must be accompanied, in the same file, of any declarations of vote, dissent or protest. In addition, the minutes must contain all the documents referenced and related to the deliberations of the assembly, such as contracts.

Whenever possible, OGM minutes archived at the CVM should also contain the attendance list and the exact quorum for installation and approval of a certain matter. It is also recommended that the minutes contain, at least, the indication of relevant shareholders who elected members to the board of directors and fiscal council, without prejudice to the disclosure of the final voting map detailed in Article 48, paragraph 6, item II of CVM Resolution No. 81/22.

It is highlighted that, if the assembly is suspended for any reason, the sending of the summary and/or minutes must be done with the information that the said assembly was suspended, the reason for the mentioned suspension, and that subsequently the work will be resumed. The resumption of the assembly will entail the re-presentation of the respective summary and/or minutes.

3.4.5 Remuneration of administrators/fiscal councilors
In accordance with Article 152 of Law No. 6,404/76, “the general meeting shall fix the global or individual amount of remuneration of administrators, including benefits of any nature and representation expenses”. This amount must encompass all and any form of remuneration including, but not limited to, salary, pro-rata remuneration, variable remuneration, grant of shares or options, direct and indirect benefits, in accordance with CPC 33 (R1) – Employee Benefits.

It is highlighted that the CVM Collegiate expressed an understanding in a meeting held on 08.12.2020 (CVM Process No. 19957.007457/2018-10 12) that employer social charges are not covered by the concept of “benefit of any nature” referred to in Article 152 of Law No. 6,404/76, not integrating the amounts of global or individual remuneration subject to approval by the general meeting.

According to the understanding stated by the CVM Collegiate in a meeting held on 10.03.2015 (CVM Process No. RJ2014/6629 13), the values paid to administrators based on the stock option purchase plan, or other types of stock-based remuneration plans, as they integrate their remuneration, must be approved in accordance with Article 152 of Law No. 6,404/76, as well as the disclosure requirements in the reference form (items related to administrator remuneration and stock-based remuneration plans) must be met and the provisions of Articles 13 and 14 of CVM Resolution No. 81/22 must be observed.

12 See http://conteudo.cvm.gov.br/decisoes/2020/20201208_R1/20201208_D1361.html.
13 See http://conteudo.cvm.gov.br/decisoes/2015/20150310_R1/20150310_D9342.html and http://conteudo.cvm.gov.br/decisoes/2015/20150602_R1/20150206_D9342.html.

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

According to Article 13 of CVM Resolution No. 81/2022, whenever the general meeting of shareholders is convened to fix the remuneration of administrators, the company must provide, at minimum: (i) the proposal for administrator remuneration; and (ii) the information indicated in item 8 of the reference form.

The objective of this rule is to require the prior presentation to shareholders (to support the deliberations of the assembly) of the information that will subsequently compose the company’s reference form.

In this context, considering the wording of item 8.5 of Annex C to CVM Resolution No. 80/22, in order to ensure the consistency of disclosed information, it is understood that, in this field, consolidated information of the board of directors and the statutory board must be presented (both in the administration’s proposal and in the reference form) (without segregation between the chairman of the board of directors and the other members of the body).

Thus, as described in item 8.5, in order to achieve the disclosure purposes provided for in the rule, the company must perform the calculations using the weighted average exercise price of the options, treating the chairman of the board of directors only as another member of said body.

If the company believes that the segregated disclosure of this information (chairman of the board of directors and other members of this body) may be useful to investors, they may be presented in item 8.20 (other information that the issuer deems relevant).

Regarding the remuneration of the fiscal councilor, paragraph 3 of Article 162 of Law No. 6,404/76 establishes that it cannot be lower, for each member in office, than ten percent of the average attributed to each director, not counting the profit participation.

It is recalled that members of the board of directors can verify if the administration of the open company observes the cited provision through the information disclosed in section 8 of the reference form, which must be updated annually, in compliance with the provisions of paragraph 1 of Article 25 of CVM Resolution No. 80/22.

In addition, the detailed description of the composition of director remuneration must be included in the respective administration’s proposal in which it is deliberated, as provided for in Articles 13 and 14 of CVM Resolution No. 81/22.

If the councilor believes that this data is not sufficient to attest compliance with the provisions of paragraph 3 of Article 162 of Law No. 6,404/76, they may, at their sole discretion, request additional information from the administrators, based on the provisions of paragraph 2 of Article 163 of said Law.

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

The CVM Collegiate, by majority, in a meeting held on 27.08.2019, regarding CVM Process No. 19957.007396/2017-00 14, expressed its understanding in the sense that “it is not up to the regulator to require that the general meeting of public companies also approve the amount of remuneration of administrators who hold a position in the administration of controlled companies ― whether they are wholly-owned subsidiaries or not ― for the functions performed therein”. According to its understanding, the best interpretation of the command of Article 152 of Law No. 6,404/76 is that it is up to the general meeting of each company to approve the remuneration of its own administrators for the position held therein, observing the general criteria provided therein ― which serve as benchmarks for the assembly decision ―, without prejudice, however, to the adoption of governance mechanisms that allow shareholders of the company to define the voting instruction in the assemblies of the controlled company.

It is recommended, in cases where administrators of the open company, who also hold positions as administrators in wholly-owned and controlled subsidiaries, and receive their remuneration, both directly, by the company itself, and indirectly, through these wholly-owned and controlled subsidiaries, to bring to the scrutiny of the general meeting of the open company, both the portion supported by the company itself and the portion supported by its wholly-owned and controlled subsidiaries.

3.5 Report and communications of the trustee agent
Law No. 6,404/76 determines, in letters “b” and “c” of paragraph 1 of Article 68, that trustee agents must, respectively:
a) annually, prepare and make available to debenture holders, within 4 (four) months of the closing of the company’s fiscal year, a report informing on relevant facts that occurred during the year, relating to the execution of obligations assumed by the company, to the collateral assets of the debentures and to the constitution and application of the amortization fund, if any, and the report must also contain a declaration by the agent regarding their aptitude to continue in the exercise of the function; b) notify debenture holders, within a maximum period of 60 (sixty days), of any default by the company in obligations assumed in the issuance deed.

Thus, it is up to issuers of debentures admitted to trading in regulated markets in Brazil to send the report provided for in item X of Article 22 of CVM Resolution No. 80/22, via “IPE Online” of the Empresas.NET System, through the category “Economic-Financial Data”, type “Trustee Agent Report”, within 4 (four) months of the closing of the fiscal year or on the same day of its disclosure by the trustee agent, whichever occurs first.

In addition, without prejudice to the provisions of Article 3 of CVM Resolution No. 44/21, communications of the trustee agent prepared in compliance with Article 68, paragraph 1, letter “c” of Law No. 6,404/76 must be sent by issuers to the CVM, immediately after receipt of the notification sent by the trustee agent, through the “IPE Online” of the Empresas.NET System, category “Economic-Financial Data”, type “Notification of trustee agent to debenture holders”, as provided for in Articles 33, item XIX, and Article 34, item IX, both of CVM Resolution No. 80/22.

14 See https://conteudo.cvm.gov.br/decisoes/2019/20190827_R1/20190827_D1052.html.

4 Main Eventual Information
4.1 Relevant act and fact
In accordance with Article 157, paragraph 4, of Law No. 6,404/76, administrators of the open company are obliged to immediately communicate to the stock exchange and disclose to the press any deliberation of the general meeting or of the administration bodies of the company, or relevant fact that occurred in its business, that may influence, in a considerable manner, the decision of investors in the market to sell or buy securities issued by the company.

In CVM Resolution No. 44/21, in turn, the disclosure and use of information about relevant acts or facts, the disclosure of information in the trading of securities issued by open companies by controlling shareholders, directors, members of the board of directors, the fiscal council and any bodies with technical or consultative functions, created by statutory provision, and, still, in the acquisition of a significant lot of shares issued by an open company, and the trading of shares of an open company pending the disclosure of a relevant fact to the market, are regulated.

According to the instruction of paragraph 7 of Article 3 of CVM Resolution No. 44/21, any alteration in the communication channels used, including for the adoption of the channel provided for in item II of paragraph 4 of Article 3 of CVM Resolution No. 44/21, must be preceded by (i) update of the disclosure policy of relevant acts or facts, in accordance with Article 17 of CVM Resolution No. 44/21; (ii) update of the company’s registration form; and (iii) disclosure of the change to be implemented, in the manner previously used by the company for the disclosure of its relevant facts. In case of substitution of the news portal with an internet page used for the disclosure of relevant acts and facts by another, it is necessary to update the registration form and disclose a relevant fact about the subject, but there is no need to promote alteration in the disclosure policy of relevant acts or facts.

According to Article 3 of CVM Resolution No. 44/21, it is incumbent on the DRI to send to the CVM, through an electronic system available on the CVM’s page on the worldwide web, and, if applicable, to the stock exchange and organized over-the-counter market entity in which the securities issued by the company are admitted to trading, any relevant act or fact that occurred or is related to its business (defined in Article 2 of this Resolution), as well as to guarantee its broad and immediate dissemination, simultaneously, in all markets in which such securities are admitted to trading.

Following the orientation of Article 5 of CVM Resolution No. 44/21, the disclosure of the relevant act or fact must be done, whenever possible, before the start (preferably, with at least one hour of advance notice relative to the opening of the trading session) or after the closing of business in the stock exchanges and organized over-the-counter market entities in which the securities issued by the company are admitted to trading.

Paragraph 1 of the same article determines that, if the securities issued by the company are admitted to trading simultaneously in markets of different countries, the disclosure of the relevant act or fact must be done, whenever possible, before the start or after the closing of business in both countries, prevailing, in case of incompatibility, the operating hours of the Brazilian market.

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Although the Resolution foresees the possibility of disclosing a material fact before the start of trading in the market, it is considered good practice that disclosure occurs preferably after the closing of trading in all countries where the securities are traded, allowing a longer period for investors to analyze the effects resulting from the disclosed information.

If disclosure is necessary before the opening of trading, it must be made at least one hour in advance, in order to avoid delays in the start of negotiations.

If it is imperative that the disclosure of an act or material fact occurs during trading hours, the Investor Relations Director must request, always simultaneously with the stock exchanges and organized over-the-counter market entities, national and foreign, in which the securities issued by the company are admitted to trading, the suspension of trading of the securities issued by the open company, or those referenced by them, observing the procedures provided for in the regulations issued by the stock exchanges and organized over-the-counter market entities on the subject.

The sending of the file with the text of the act or material fact must be done through the “IPE Online” of the Empresas.NET System, category “Material Fact”, before or simultaneously with its disclosure through the channels provided for in article 3, paragraph 4, of Resolution CVM No. 44/21 (newspapers of large circulation usually used by the company or news portal present on the internet), indicating the respective locations and dates of disclosure. The disclosure of information that constitutes a material fact must, under no circumstances, be made in the category “Market Communication”, type “Other Communications Not Considered Material Facts” (see item 4.1.1).

The obligation to disclose via “IPE Online” of the Empresas.NET System is independent of the issuer's registration category, as determined in article 33, item X, and in article 34, item VI, of Resolution CVM No. 80/22.

Corporate legislation does not prevent relevant information from being disseminated and discussed in meetings of class entities, investors, analysts, or with selected audiences, in the country or abroad.

However, ensuring equitable treatment of all market participants, and in order to prevent, among other things, the possibility of using insider information, it requires that the material fact in question be disclosed, prior or simultaneously to the meeting, to the entire market, as determined in the main clause and paragraph 3 of article 3 of Resolution CVM No. 44/21.

If controlling shareholders, directors, members of the board of directors, the audit committee, and any bodies with technical or consultative functions, created by statutory provision, have personal knowledge of an act or material fact and verify the omission of the Investor Relations Director in fulfilling their duty to communicate and disclose, including in the case of the sole paragraph of article 6 of Resolution CVM No. 44/21, they will only be exempt from liability if they immediately communicate the act or material fact to the CVM, in accordance with article 3, paragraph 2 of Resolution CVM No. 44/21.

Exceptionally, according to paragraph 5 of article 157 of Law No. 6.404/76 and the main clause of article 6 of Resolution CVM No. 44/21, acts or material facts may fail to be disclosed if controlling shareholders or administrators believe that their disclosure would put at risk the legitimate interest of the company.

In the case where controlling shareholders or administrators believe that the revelation of the act or material fact may put at risk the legitimate interest of the company, a request for exception to immediate disclosure may be addressed to SEP, through: (i) electronic correspondence addressed to the institutional address of SEP with the subject “confidentiality request”; or (ii) sealed envelope, in which the word “confidential” must appear prominently, in accordance with article 7, paragraph 1, of Resolution CVM No. 44/21.

Notwithstanding, by virtue of the sole paragraph of article 6 of Resolution CVM No. 44/21, administrators and controlling shareholders are obliged to, directly or through the Investor Relations Director, immediately disclose the act or material fact, in the event that the information escapes control or if there is atypical fluctuation in the quotation, price, or quantity traded of the securities issued by the open company or referenced by them.

In order to give effect to the rule of immediate disclosure in the above-mentioned cases, the Investor Relations Director, whenever possible, must prepare a document on the act or material fact kept in confidence that can be disclosed in the cases provided for in the cited provision. It is also advisable that the Investor Relations Director have pre-approved documents available and translated into the languages of all countries in which the securities are admitted to trading, so that disclosure can be made quickly in case of urgency.

In these cases, paragraph 2 of article 5 of Resolution CVM No. 44/21 must also be observed, which deals with the disclosure of an act or material fact during trading hours.

It is worth noting that the CVM has understood that, in the event of a leak of information or if the company's securities fluctuate atypically, the material fact must be immediately disclosed, even if the information refers to operations under negotiation (not concluded), initial negotiations, feasibility studies, or even merely the intention to carry out the business (see judgment of CVM Process No. RJ2006/5928 15 and CVM PAS No. 24/05 16). If the relevant information escapes the control of the administration or if there is atypical fluctuation in the quotation, price, or quantity traded of the securities issued by the open company or referenced by them, the Investor Relations Director must inquire about the people with access to acts or material facts, with the aim of verifying whether they have knowledge of information that should be disclosed to the market. The vote of Rapporteur Director Marcelo Trindade to CVM Administrative Sanction Process No. 04/04 17 also goes in this direction:

The material fact, when the negotiation was consummated, was only the conclusion of a succession of relevant events about which the market was not officially informed [...]. More in-depth studies in finance, notably in the United States, confirm that the moment of the material fact, in most cases, is not represented by an objective event located in time, which clearly and definitively symbolizes the relevant occurrence in the company's business. It was verified in those studies that, frequently, the isolated fact (the signing of a contract, for example) is not sufficient to capture, all at once, the impact of relevant information. Furthermore, the market increasingly tries to anticipate the disclosure of information, rather than waiting for them passively, making bets on the events that will be announced, regardless of the importance of the announcement itself, which also makes it difficult to identify relevant events in time.

15 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2007/20070417_RJ20065928.html.
16 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2008/20081007_2405.html.
17 See https://conteudo.cvm.gov.br/export/sites/cvm/sancionadores/sancionador/anexos/2006/20060628_PAS_0404.pdf.

Therefore, in cases where failures in the disclosure of an act or material fact are identified, without prejudice to the investigation of possible use of insider information, the Investor Relations Director, as well as controlling shareholders, other directors, members of the board of directors, the audit committee, and any bodies with technical or consultative functions, created by statutory provision, are subject to the determination of liability for the eventual infringement of the aforementioned articles 3, 4, and 6 of Resolution CVM No. 44/21 and articles 155, paragraph 1, and 157, paragraph 4 of Law No. 6.404/76, as applicable.

Once the dissemination of news in the press involving information not yet disclosed by the issuer is confirmed, through the Empresas.NET System, “IPE online” functionality, or the dissemination of news that adds a new fact to already disclosed information, it is the responsibility of the company's administration and, in particular, its Investor Relations Director, to analyze the potential impact of the news on negotiations and, if necessary, to manifest themselves immediately regarding the aforementioned news, through the “IPE Online” of the Empresas.NET System, and not only after receiving a query from the CVM or B3.

The decision regarding the disclosure of acts or material facts is the competence of the company's administration itself, with the CVM responsible for ensuring the quality of information brought to the market, prioritizing transparency and combating information asymmetry.

In this sense, it is worth alerting that it is the responsibility of administrators and controlling shareholders, in addition to the other persons indicated in paragraph 1 of article 3 of Resolution CVM No. 44/21, to evaluate the need for disclosure of sentences issued in the context of proceedings, including arbitration, of which they have knowledge, when these can be characterized as relevant information, capable of affecting investors' decisions to buy, sell, or hold the securities issued by the company.

Similarly, it is necessary for the company's administration to evaluate the relevance of information disseminated in operational previews, which must be disclosed in strict observance of the provisions set forth in Resolution CVM No. 44/21, emphasizing, in addition, that they are preliminary information, as well as making clear whether they were audited or not.

The information, subject to disclosure, must be expressed in clear and objective language, must be true, complete, consistent, and must not mislead the investor, as required in article 3, paragraph 5, of Resolution CVM No. 44/21, and in articles 15 to 20 of Resolution CVM No. 80/22.

For example, the company must refrain from issuing value judgments, especially regarding the progress of judicial disputes and decisions rendered therein, which must reflect the exact wording of such decisions.

It is also worth noting that the same rules provided for in the norms dealing with the disclosure of information, notably those governing the disclosure of material information (Resolution CVM No. 44/21) and establishing general rules on content and form of the information that issuers must observe (articles 15 to 20 of Resolution CVM No. 80/22), apply to disclosures made on social media (including live streams, i.e., live broadcasts of presentations with the presence of representatives of open companies), usually organized by a third party, not the company itself (see item 4.23). This means, for example, that administrators and controlling shareholders: (a) can only disclose information relating to acts or material facts on social media, after or simultaneously with the disclosure of this information through the communication media currently admitted in Resolution CVM No. 44/21; and (b) must disclose on social media, as well as in any other medium or document, information

true, complete, consistent, and that does not mislead the investor, as required in article 15 of Resolution CVM No. 80/22.

Moreover, as provided for in article 7-D of Resolution CVM No. 80/22, if the issuer's registration request and/or public offering of distribution of securities submitted for reserved analysis escapes control, it is the issuer's responsibility for its immediate disclosure, in accordance with Resolution CVM No. 44/21.

Backed by article 3, paragraph 6, and article 4 of Resolution CVM No. 44/21, the CVM may determine the disclosure, correction, amendment, or republication of information about the act or material fact, as well as request additional clarifications about its disclosure.

It is remembered that the eventual provision of additional clarifications requested by the CVM does not replace the initial obligation to disclose the act or material fact that led to the request. In this sense, if the CVM sets a deadline for additional clarifications to be provided, and the Investor Relations Director comes to observe this deadline, the director may still be held liable if it is found that he should have promoted the disclosure of a material fact before any request by the CVM.

We take this opportunity to remind you of the full text of Market Communication CVM No. 02/16, published on 02.06.2006 (when CVM Instructions No. 358/02 and No. 480/09 were in force, now replaced by CVM Resolutions No. 44/21 and 80/22, respectively), available at the link https://www.gov.br/cvm/ptbr/assuntos/noticias/comunicado-ao-mercado-n-02-2016-bae3c5764cf14c3a906c57cf2be7219d:

Given the prejudice to investment decisions and the possible abuses facilitated by information asymmetry, the CVM considers it important to reinforce the duties and responsibilities involving the adequate dissemination of information, which are not limited to the duties of the Investor Relations Director.

Art. 157, § 4, of Law 6.404/76, as well as art. 2 of CVM Instruction 358, determine the disclosure to the market of any act or material fact that may influence “in a considerable manner”: (i) the quotation of the securities issued by open companies or referenced by them; or (ii) the decision to buy, sell, or hold such titles, or even to exercise any rights inherent to them.

Moreover, the aforementioned art. 2 clarifies that the act or material fact may result from a decision of controlling shareholders, deliberation of the general assembly or the administration bodies of the open company, as well as from events external to the company, of a political-administrative, technical, business, or economic-financial nature, occurred or related to its business.

To ensure the orderly and equitable access of the market to such information, CVM Instruction 358 imposes on the Investor Relations Director of open companies the duty to disclose them, in a clear and precise manner, through official communication channels, as well as to ensure their broad and immediate dissemination (art. 3).

Exceptionally, if controlling shareholders or administrators believe that the revelation of certain relevant information could compromise the legitimate interest of the company at that moment, CVM Instruction 358 authorizes its non-immediate disclosure. However, if there is a leak of the information, even if the source was not the company, or atypical fluctuation involving the securities issued by it, the information must be promptly disclosed to the market by the Investor Relations Director and, only in the event of their omission, by the controllers or administrators who had access to the information (art. 6).

The aforementioned Instruction also recognizes that the Investor Relations Director may not be aware of all potentially relevant facts subject to disclosure.

However, if there is atypical fluctuation in the quotation, price, or quantity traded of the securities issued by the company, it is the responsibility of the Investor Relations Director to proactively investigate the existence of information that should be disclosed to the market (art. 4, sole paragraph), which must also occur in the face of queries from the CVM or a self-regulatory entity (art. 4, main clause).

On the other hand, the rule also obliges controlling shareholders, directors, councilors, employees, and members of statutory bodies to keep the Investor Relations Director informed about any relevant information of which they have knowledge (art. 3, § 1).

In line with such obligations, the CVM emphasizes the need for persons who, by virtue of their position or role, even if not directly linked to the company, have access to information that may considerably influence the quotation of the securities issued by it, to act in an articulated manner with the institutional channels of the open company and communicate such information to the Investor Relations Director before giving them publicity. In this way, the Investor Relations Director can act timely to provide the market with true, complete, consistent information that does not mislead the investor, as provided for in article 14 of CVM Instruction No. 480.

It is reiterated that, as mentioned above, such relevant information does not necessarily originate from the company itself, and may result from external events, such as strategic changes in specific sectors of the economy.

[...]

Finally, the CVM emphasizes that the responsibilities and guidelines referred to herein are applicable to open companies, including mixed-economy companies controlled, directly or indirectly, by federative entities (Union, States, Federal District, and Municipalities).

It is alerted that, in accordance with article 19 of Resolution CVM No. 44/21, it constitutes a serious offense, for the purposes provided for in paragraph 3 of article 11 of Law No. 6.385/76, the transgression of the provisions contained in the aforementioned Resolution.

4.1.1 Distinction between material fact and market communication
Resolution CVM No. 44/21 defines as an act or material fact any decision of controlling shareholders, deliberation of the general assembly or the administration bodies of the open company, or any other act or fact of a political-administrative, technical, business, or economic-financial nature occurred or related to its business that may influence in a considerable manner:
a) the quotation of the securities issued by the open company or referenced by them; b) the investors' decision to buy, sell, or hold those securities; or c) the investors' decision to exercise any rights inherent to the status of holder of securities issued by the company or referenced by them.

Unlike market communication, the disclosure of an act or material fact is subject to a specific formality: immediate disclosure to the CVM, to the stock exchanges, or to the organized over-the-counter market entities in which the open company trades its securities, and disclosure through the press (publication in a newspaper of large circulation usually used by the company) or by a news portal present on the internet (which makes available, in a section available for free access, the information in its entirety). The forwarding to the CVM and to the stock exchange is done through the filing of the information in the “IPE Online” of the Empresas.NET System, in the category “Material Fact”.

The “Market Communication” represents a category that was created in the “IPE Online” of the Empresas.NET System for the disclosure of communications provided for in Resolution CVM No. 44/21 (such as the communication of acquisition or alienation of relevant participations provided for in article 12, whose publication is only required in the cases provided for in paragraph 5 of this article) or other information not characterized as an act or material fact, which the company considers useful to be disclosed to shareholders or the market (such as material disseminated in meetings with analysts, etc.). Clarifications provided by companies regarding queries formulated by the CVM or the exchange are also archived in this category, for example. It is worth noting that for each of these cases there is an appropriate “type” within the chosen “category”, in the “IPE Online” of the Empresas.NET System.

The distinction between the act or material fact and the “Market Communication” is, therefore, in the content of the disclosed information. If the company believes that the information has the potential to affect quotations or investment decisions, it must be treated internally and disclosed in the manner required for relevant information, which includes publication in newspapers of large circulation usually used by the company or disclosure in a news portal present on the internet (which makes available, in a section available for free access, the information in its entirety), as provided for in Resolution CVM No. 44/21.

It is worth clarifying that there is no requirement that the disclosure of relevant information be made with the placement of a specific title in the document, such as “Material Fact” (as occurs in the disclosure of financial statements or minutes of meetings of administration bodies where there is a deliberation that constitutes an act or material fact), although it is useful and recommended for good communication with shareholders and the market that there is an indication of the importance of the disclosed information.

It is recommended that the company include in its disclosure policy all possible and necessary information to give maximum predictability to the market about how the company handles its disclosures, respecting Resolution CVM No. 44/21.

For example, disclosures relating to operational metrics through market communication can be cited. In principle, there is no impediment to making such disclosures by Communication, provided that this information does not constitute a material fact in accordance with Resolution CVM No. 44/21. For this, the data or metrics disclosed must not allow a direct inference about the financial result of the Company, nor must they represent a multiple that is commonly used for the valuation calculation of a company in that sector, as in these cases one would be facing a possible anticipation of financial information, information of a relevant nature according to item 3.2.2 of this Circular.

If the company adopts the practice of disclosing data and operational metrics, it is recommended that this practice be provided for in its disclosure policy, containing the following requirements: (i) establish which data or metrics will be disclosed, containing a precise definition of the indicator, if necessary; (ii) define the frequency of disclosure (monthly, quarterly, etc.); (iii) set the date, or period, for the said disclosure (for example, between the 5th and 7th business day of each month); and (iv) determine that the disclosure be made with regular periodicity, thus avoiding discretion in disclosure. Furthermore,

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it is recommended that the alteration of the policy, for the inclusion or exclusion of such provision, be preceded or accompanied by the disclosure of a material fact regarding the subject.

It is emphasized that, even if the disclosure of data and metrics through a market communication is provided for in its policy, the company's management must evaluate, for each disclosure, the eventual need to make the disclosure through a material fact, especially if the data contained therein present a large variation compared to previous periods or market expectations. Furthermore, if the disclosure of these operational data and metrics results from a regulatory requirement of the regulatory body or the Granting Authority, or from a contractual clause, as in the case of concession contracts, it is recommended to include in the market communication a reference to the document requiring such disclosure.

4.1.2 Minimum information necessary to be disclosed upon the
acquisition of a company (or of a corporate participation in another company)

The regulation of the Brazilian capital market chooses as one of its fundamental principles full and fair disclosure, through its insertion in the Law that governs the securities market (Law No. 6.385/76) and in that which provides for companies (Law No. 6.404/76). The principle in question has as its result the duty of open companies to disclose, in a comprehensive and equitable manner, a wide range of complete and accurate information about their corporate activities.

The principles and rules, explicit or implicit, in the norms that govern the matter are fundamental to the proper functioning of the securities market, insofar as they seek to ensure equity in the relationships between its participants. It is intended, with the material fact or market communication, to guarantee the reliability of the market, in a way that the entire market must have the same information and, at the same time, this information must represent the necessary and available information for making an investment decision.

In exceptional cases where there is a legitimate social interest justifying confidentiality, it is possible that the management of the open company temporarily refrains from disclosing a material fact about a certain act or business fact, as an exception to the immediate disclosure provided for in paragraph 4 of article 157 of Law No. 6.404/76 and in article 6 of CVM Resolution No. 44/21.

However, when the management decides to disclose the acquisition of another company (or of a corporate participation in another company), whether through a material fact or a market communication, it must include in the disclosed document the relevant available information that allows the public to whom the information is intended to understand the business, which includes the main conditions of the business (price, payment method, etc.), as well as financial (revenue, EBITDA, profit, etc.) and/or operational information of the acquired business, in order to meet the requirements provided for in articles 15 and 18 of CVM Resolution No. 80/22.

4.2 Extraordinary General Meeting (EGM), Special General Meeting (SGM) and
Bondholders' Meeting (BM)

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On 28.07.2020, Law No. 14.030/20 was issued, which, among other measures, created paragraph 2-A of article 124 of Law No. 6.404/76. The legal text began to allow that CVM regulation could exception the rule set forth in paragraph 2 of article 124 of Law No. 6.404/76 for open joint-stock companies and, even, authorize the holding of a digital meeting.

In this sense, CVM Resolution No. 81/22 describes the conditions for companies to hold entirely digital meetings. However, it should be noted that since 2015 it had already been possible for companies to provide their shareholders with an electronic system for (i) the sending of the voting ballot remotely (article 28, I); or (ii) remote participation during the meeting (article 28, II).

Despite the regulatory provision, it was verified that open companies opted to hold their general meetings only in person, with remote participation occurring only through the remote voting ballot.

In the scenario of the Covid-19 pandemic, it became imperative to adopt measures that would enable alternative forms of holding general meetings, with the objective of reconciling the full exercise of shareholders' rights with high standards of safety and health protection.

CVM opted for a technologically neutral regulation, so that the changes did not specify the access conditions and the mode of operation of the tools that would be used by open companies to hold their digital general meetings, opting to list the minimum requirements for their operation.

Among such aspects, the company must ensure that the electronic system referred to in the caput ensures the registration of attendance of shareholders and their respective votes, as well as ensures the possibility of manifestation and simultaneous access to documents presented during the meeting that have not been made available previously, the complete recording of the meeting and the possibility of communication between shareholders.

It is worth highlighting that CVM Resolution No. 81/22 provides, in its Chapter V, about bondholders' meetings.

4.2.1 Notice of Convocation of EGM, SGM and BM

In accordance with item II of paragraph 1 of article 124 of Law No. 6.404/76, the convocation of a general meeting of shareholders of an open company shall be made by means of an announcement published at least three times, containing, in addition to the location, date and time of the meeting, the agenda, and, in the case of bylaw reform, the indication of the matter, with the advance period of the first convocation, for open companies, being 21 (twenty-one) days and that of the second convocation, 8 (eight) days, except in the case of compliance with the provisions of paragraph 4 of article 124 of Law No. 6.404/76. By virtue of the provisions of paragraph 2 of article 71 of Law No. 6.404/76, the provisions of the aforementioned Law on the general meeting of shareholders apply to the bondholders' meeting, insofar as applicable.

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Despite the increase in the convocation period to 21 (twenty-one) days established from the change brought by Law No. 14.194/21, it continues to be recommended that companies adopt, whenever possible, the minimum period of 1 (one) month for the convocation of the EGM, SGM and BM, as an example of what is already required by article 10 of CVM Resolution No. 81/22 for the administration's proposal for the AGO, so that shareholders, bondholders or holders of agricultural or real estate receivable certificates have sufficient time to analyze the deliberations to be taken and, if necessary, articulate to participate in the meeting.

It is also recommended that the issuer of shares that serve as collateral for a sponsored ADS program convokes the general meeting with a minimum advance period of 30 (thirty) days, especially in cases where the species or class of shares underlying the certificates has the right to vote on any of the matters on the agenda of the respective meeting.

For the holding of a meeting in second convocation, the publication of a new notice is necessary.

It is considered irregular to include the second convocation of the EGM, SGM and BM already in the notice of the first convocation.

Thus, in the event that the meeting is not installed in the first convocation, a new convocation must occur through the publication of a new notice that must inform, in addition to the agenda, the location, date and time at which the meeting will be held in second convocation. The aforementioned meeting cannot be held, in second convocation, in a period less than 8 (eight) days, counted from the date on which the second notice was published (item II of paragraph 1 of article 124 of Law No. 6.404/76).

Just as in the case of AGOs, the notices of convocation of extraordinary general meetings (EGM), special general meetings (SGM) and bondholders' meetings (BM) of issuers registered in both category A and category B must explicitly enumerate, in the agenda, all matters to be deliberated, with the use of the rubric "general matters" for matters that require assembly deliberation being prohibited.

Furthermore, the notices of convocation must contain, obligatorily:
a) in meetings intended for the election of members of the board of directors, the minimum percentage of participation in the voting capital necessary to request the adoption of multiple voting; b) if, for reasons of force majeure, the meeting is not held in the building where the company has its headquarters, the location where the meeting will be held, which must be in the same Municipality as the headquarters; c) if remote participation by means of an electronic system is admitted, in accordance with article 28, paragraph 2, item II, of CVM Resolution No. 81/22, information detailing the rules and procedures on how shareholders can participate and vote remotely in the meeting, including necessary and sufficient information for access and use of the system by shareholders, and whether the meeting will be held partially or exclusively in digital mode.

Upon receipt of a request for the adoption of the multiple voting process and verified that it meets the provisions of article 141 of Law No. 6.404/76 and CVM Resolution No. 70/22, the company must disclose, through the “IPE Online” of the Empresas.NET System, in the category “Notice to Shareholders”, type “Adoption of the multiple voting process”, that the election of the board of directors may take place by this process, as this is important information to instruct the decision to be made by shareholders in the meeting.

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Furthermore, it is recalled that regarding the adoption of the multiple voting process, companies that adopt remote voting obligatorily or facultatively must pay attention to the provisions on this matter brought by CVM Resolution No. 81/22 (see item 7.2).

According to the understanding set forth by the CVM Collegiate in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and RJ2013/4607) 18, the definition of the number of members of the board of directors, when the bylaws provide for a minimum and maximum number, must be the subject of deliberation at the general meeting of shareholders.

Thus, without prejudice to the provisions of paragraph 7 of article 141 of Law No. 6.404/76 19, the most appropriate procedure is the disclosure, in the notice of convocation, that in its agenda the number of members to compose the board of directors of the company will be deliberated.

Furthermore, the CVM Collegiate understood, on the same occasion, that the administration's proposal should contain the possible scenarios regarding the number of members to be elected, either by multiple voting or, if this is not requested, by majority voting. This is because this represents fundamental information for minority shareholders, in order to subsidize their mobilization regarding the multiple voting process.

In this line, it is recommended that the controlling shareholder/management inform the number (fixed or minimum) of councilors for a certain mandate that would be elected by multiple or majority voting (for example, 10 members), with such number possibly being increased by up to 2 members due to separate elections (that is, reaching the number of 11 or 12 councilors).

According to item I of articles 33 and 34 of CVM Resolution No. 80/22, issuers must send, through “IPE Online” in the Empresas.NET System, category “Assembly”, type “EGM”, “SGM”, “BM”, species “Notice of Convocation”, the notices of convocation of extraordinary, special, bondholders and holders of agricultural or real estate receivable certificates meetings, whose publications follow the mold of article 124, paragraph 1, item II, of Law No. 6.404/76. It is recalled that Law No. 12.431/11 altered provisions of Law No. 6.404/74, which began to provide in the sole paragraph of article 121 that, in open companies, the shareholder may participate and vote remotely in a general meeting, in accordance with CVM regulation.

CVM Resolution No. 81/22 regulated the remote voting procedure, as stated in item 7.2 of this Circular.

Companies may also hold meetings in a partial or exclusively digital manner, provided that they fully comply with the requirements established in said Resolution.

It is considered that the meeting is held:
18 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html.
19 “Article 141. (...) paragraph 7º Whenever, cumulatively, the election of the board of directors takes place by the multiple voting system and the holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be assured to a shareholder or group of shareholders linked by a voting agreement that hold more than 50% (fifty percent) of the total votes conferred by shares with voting rights the right to elect councilors in a number equal to that elected by the other shareholders, plus one, regardless of the number of councilors that, according to the bylaws, compose the body.”

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I. in an exclusively digital manner, if shareholders can only participate and vote by means of electronic systems, without prejudice to the use of the remote voting ballot as a means for exercising the right to vote; and
II. in a partially digital manner, if shareholders can participate and vote both in person and remotely, without prejudice to the use of the remote voting ballot as a means for exercising the right to vote.

It is highlighted that a meeting held exclusively in a digital manner will be considered as held at the company's headquarters.

The convocation announcement must list the documents required for shareholders to be admitted to the meeting, and the company may request the prior deposit of the documents mentioned in said announcement.

The company may require the shareholder who intends to participate by the electronic system, in the form of article 28, item II, of CVM Resolution No. 81/22, the deposit of the documents referred to in paragraph 1 up to 2 (two) days before the date of holding the meeting.

Without prejudice to the provisions of paragraph 1 of article 141 of Law No. 6.404/76, it is recommended that companies, in the convocation notices of meetings, highlight the importance that requests for multiple voting be made in advance, in order to facilitate their processing by the company and the participation of other shareholders, national and foreign.

4.2.2 Administration's Proposal for EGM, SGM and BM

4.2.2.1 Administration's Proposal – Category A – companies that are authorized by a market administrator entity to trade shares on a stock exchange and have shares in circulation

As provided for in paragraph 3 of article 135 of Law No. 6.404/76 and in item II of article 33 of CVM Resolution No. 80/22, the documents pertinent to the matter to be debated at the EGM, SGM or BM shall be made available to shareholders or bondholders, at the company's headquarters, upon publication of the first announcement of convocation of the general meeting. In addition, issuers of securities registered in category A that are authorized by a market administrator entity to trade shares on a stock exchange and have shares in circulation must send all documents necessary for the exercise of the right to vote at extraordinary, special and bondholders' meetings 20 by means of an electronic system available on the CVM page on the worldwide computer network (“IPE Online” in the Empresas.NET System), as determined by item II of article 33 of CVM Resolution No. 80/22.

20 As provided for in paragraph 2 of article 71 of Law No. 6.404/76, combined with paragraph 3 of article 135 of Law No. 6.404/76 and item II of article 30 of CVM Resolution No. 80/22, the documents pertinent to the matters to be debated at the bondholders' general meeting shall be made available, at the company's headquarters, upon publication of the first announcement of convocation of the general meeting. These documents and the information necessary for the exercise of the right to vote shall be made available to the public through “IPE Online” in the Empresas.NET System, category “Assembly”, type “BM”, species “Administration's Proposal”.

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In the case of issuers registered in category A, to which CVM Resolution No. 81/22 applies, it is worth alerting that the Resolution began to provide for the documents and minimum information that must be made available to shareholders whenever the general meeting is convened to deliberate on certain matters provided for in the Resolution. Such documents and information must be sent to CVM, through “IPE Online” in the Empresas.NET System (see Chapter 9), by the date of publication of the first announcement of convocation, except when Law No. 6.404/76, CVM Resolution No. 81/22 or another norm issued by CVM establishes a longer period.

Thus, upon the convocation of a general meeting of shareholders, issuers registered in category A to which CVM Resolution No. 81/22 applies must pay attention to the provisions of said Resolution, especially regarding what is provided for in its articles 9º to 25.

The sending of the documents and information required in articles 9º and 11 to 25 for issuers registered in category A to which CVM Resolution No. 81/22 applies must be done, through “IPE Online” in the Empresas.NET System, in the manner specified below, upon publication of the first announcement of convocation of the general meeting:
a) information provided for in article 9 of CVM Resolution No. 81/22, to be included in the administration's proposal and sent by category “Assembly”, type “AGO/E”, “EGM” or “SGM”, species “Administration's Proposal”, subject “Matter of special interest of a related party”; b) information indicated in article 11 of CVM Resolution No. 81/22, to be sent by category “Assembly”, type “AGO/E”, “EGM”, species “Administration's Proposal”, subject “Election of members of the Boards of Directors and Audit Committee”; c) information provided for in article 12 of CVM Resolution No. 81/22, to be included in the administration's proposal and sent by category “Assembly”, type “AGO/E”, “EGM” or “SGM”, species “Administration's Proposal”, subject “Bylaw reform”; d) Information indicated in article 13 of CVM Resolution No. 81/22 to be sent by category “Assembly”, type “AGO/E”, “EGM”, species “Administration's Proposal”, subject “Remuneration of administrators and councilors”; e) information indicated in article 14 of CVM Resolution No. 81/22, to be sent by category “Assembly”, type “AGO/E”, “EGM”, species “Administration's Proposal”, subject “Share-based Remuneration Plan”; f) information indicated in article 15 of CVM Resolution No. 81/22, to be sent by category “Assembly”, type “AGO/E”, “EGM”, species “Administration's Proposal”, subject “Capital Increase”, with the exception of the(s):
(i) opinion of the audit committee in a capital increase (item 4 of Annex C of CVM Resolution No. 81/22), to be sent by category “Board Meeting”, type “Audit Committee”, species “Minutes”, subject “Opinion on capital increase”;

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(ii) reports and studies that supported the setting of the issue price in a capital increase (item 5, letter “k”, of Annex C of CVM Resolution No. 81/22), to be sent by the category “Economic-Financial Data”, type “Appraisal Report”, subject “Appraisal used in capital increase”; (iii) appraisal report of the assets (item 5, letter “s”, sub-item “iii”, of Annex C of CVM Resolution No. 81/22), to be sent by the category “Economic-Financial Data”, type “Appraisal Report”, subject “Appraisal of assets”. g) information indicated in article 16 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E” or “AGE”, species “Administration’s Proposal”, subject “Issuance of debentures” or “Issuance of subscription warrants”; h) information indicated in article 17 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Administration’s Proposal”, subject “Capital Reduction”, with the exception of the audit committee’s opinion on capital reduction (item 3 of Annex E of CVM Resolution No. 81/22), to be sent by the category “Board Meeting”, type “Audit Committee”, species “Minutes”, subject “Opinion on capital reduction”; i) information indicated in article 18 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, “AGESP”, species “Administration’s Proposal”, subject “Creation of preferred shares or alteration in their preferences, advantages or conditions of redemption or amortization”; j) information indicated in article 19 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Administration’s Proposal”, subject “Reduction of mandatory dividend”; k) information indicated in article 20 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Administration’s Proposal”, subject “Acquisition of control of another company”, with the exception of the studies and reports that supported the negotiation of the acquisition price of control (item 13 of Annex G of CVM Resolution No. 81/22), to be sent by the category “Economic-Financial Data”, type “Appraisal Report”, subject “Appraisal used in acquisition of control”; l) information indicated in article 21 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Administration’s Proposal”, subject “Right of Withdrawal”, highlighting that the reports that serve as the basis for the calculation provided for in item 9, letter “a”, of Annex H of CVM Resolution No. 81/22 must be sent by the category “Economic-Financial Data”, type “Appraisal Report”, subject “Appraisal based on net asset value at market prices or other criterion accepted by CVM”; m) information indicated in article 22 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Administration’s Proposal”; n) information indicated in article 23 of CVM Resolution No. 81/22, to be sent by the category
“Assembly”, type “AGO/E”, “AGE”, species “Administration’s Proposal”, subject “Acquisition of shares issued by the company itself” or “Alienation of shares issued by the company itself”, as the case may be;

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o) information indicated in article 24 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Administration’s Proposal”, subject “Acquisition of debentures issued by the company itself”; and p) information indicated in article 25 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Administration’s Proposal”, subject “Choice of Appraisers”.

Even in cases where the assembly deals with more than one of the subjects related in CVM Resolution No. 81/22, a single document “Administration’s Proposal” containing the respective attachments must be forwarded via “IPE Online” in the Empresas.NET System, mentioning, in the subject, the respective items of the agenda.

It should be noted that, even when the subjects included in the agenda of the AGE or AGESP are not provided for in CVM Resolution No. 81/22, it is necessary to present a proposal with the information and documents necessary for shareholders to understand the matter to be deliberated in the assembly. This is because, as provided for in CVM Resolution No. 80/22, the information and documents provided to shareholders must be true, complete and consistent, drafted in clear, objective and concise language and must not induce investors to error. In accordance with item II of article 33 of CVM Resolution No. 80/22, the obligation to present a proposal with the information and documents necessary for the understanding of the debenture holders of the matter to be deliberated in the assembly also applies to the AGDEB.

Furthermore, in any case, the administration’s proposal must not be limited to the enumeration of the items to be submitted to assembly deliberation, as such a procedure would make it a mere repetition of information already contained in the notice of convocation.
To facilitate reading by users, it is recommended that the document with the administration’s proposal contain an index.
In line with the provision of article 7, item II, of CVM Resolution No. 81/22, and without prejudice to the provision of Chapter III, Section III of the said Resolution (see item 7.2), companies must disclose information about candidates for the board of directors and audit committee proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure given to candidates proposed by the administration or by controlling shareholders by virtue of article 11 of CVM Resolution No. 81/22. In the case of companies with depositary receipts traded abroad (as is the case of ADRs), it is emphasized that, if it is possible for holders of DRs to exercise voting rights, it appears necessary that such prerogative be exercised to the maximum degree of equality possible with shareholders. The suggested form of disclosure is via the Empresas.NET System, “IPE Online” functionality, in the category “Notice to Shareholders”, type “Other Notices”, including in the subject that it is a nomination of candidates for member of the board of directors/audit committee presented by minority shareholders. Attention is drawn to the fact that some companies already adopt this practice and allow in their bylaws that non-controlling shareholders present candidates for the board of directors, provided that these shareholders present information about the candidates until a certain deadline prior to the date set for the assembly.

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These practices, however, must be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted in Law No. 6.404/76. Requirements for the presentation of information about candidates prior to the assembly, even if provided for in the bylaws, cannot be used as an imposition, to obstruct the right of shareholders provided for in Law No. 6.404/76 to indicate and elect members to the board of directors and the audit committee at the very moment of the assembly.

Whenever it is necessary to resubmit the administration’s proposal due to compliance with CVM requirements or spontaneously, the company must indicate in the field “Reason for Resubmission” the fact motivating the resubmission. In the case of resubmission of the proposal to comply with a requirement formulated by CVM, reference must be made to the office issued.

Whenever the agenda of the assembly includes an item on the provision of indemnity commitment for administrators, it is recommended that the administration’s proposal include the information necessary for shareholders to make a decision.
In this sense, it is suggested to consult CVM Advisory Opinion No. 38, of 25.09.2018, Circular Office No. 9/2018/CVM/SEP and item 7.13 of this Circular Office.

4.2.2.2 Administration’s Proposal – Category B and companies in Category A for which CVM Resolution No. 81/22 does not apply
As provided for in paragraph 3 of article 135 of Law No. 6.404/76, the documents pertinent to the matter to be debated in the AGE, AGESP or AGDEB 21 must be made available to shareholders, at the company’s headquarters, upon publication of the first notice of convocation of the general assembly.
In accordance with item II of article 34 of CVM Resolution No. 80/22, the issuer with Category B registration must send to CVM all documents necessary for the exercise of voting rights in general assemblies of debenture holders (“AGDEB”), in accordance with the terms and deadlines established by law.
The sending of documents and information necessary for the exercise of voting rights in the AGDEB must be done via “IPE Online” in the Empresas.NET System, category “Assembly”, type “AGDEB”, species “Administration’s Proposal”, choosing the relevant subjects according to the guidelines provided in this circular (see item 4.2.2).
Issuers registered in Category B and issuers registered in Category A for which CVM Resolution No. 81/22 does not apply may voluntarily forward the documents necessary for the exercise of voting rights in the AGE and AGESP.
The comments contained in item “a” above, with regard to the content and form of sending, apply to the proposals mentioned in this item.
21 As provided for in paragraph 2 of article 71 of Law No. 6.404/76, combined with paragraph 3 of article 135 of Law No. 6.404/76 and item II of article 34 of CVM Resolution No. 80/22, the documents pertinent to the matters to be debated in the general assembly of debenture holders must be made available, at the company’s headquarters, upon publication of the first notice of convocation of the general assembly. The sending of documents and information necessary for the exercise of voting rights must be done via “IPE Online” in the Empresas.NET System, category “Assembly”, type “AGDEB”, species “Administration’s Proposal”.

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4.2.3 Summary and minutes of the AGE, AGESP and AGDEB
Issuers registered in Categories A and B must obligatorily forward, in accordance with items III and IV of articles 33 and 34 of CVM Resolution No. 80/22, the summaries of decisions, on the same day of the assembly’s holding, via the Empresas.NET System, category “Assembly”, types “AGE”, “AGESP” or “AGDEB”, species “Summary of Decisions”, as well as the minutes of the assemblies, within 7 (seven) business days of their holding, via “IPE Online” in the Empresas.NET System, category “Assembly”, types “AGE”, “AGESP” or “AGDEB”, species “Minutes”. In this sense, it is worth noting that the summary of decisions taken in the assembly (provided for in item III of articles 33 and 34 of CVM Resolution No. 80/22) is not confused with the minutes of the AGE or AGDEB (provided for in item IV of articles 33 and 34 of CVM Resolution No. 80/22), which, in accordance with paragraph 1 of article 130 of Law No. 6.404/76, may be drawn up in the form of a summary of the facts occurred. Therefore, the summary provided for in item III of articles 33 and 34 of CVM Resolution No. 80/22 deals only with the result of the assembly’s deliberations. It is highlighted that CVM Resolution No. 80/22 dispenses with the delivery of the summary of decisions to the issuer who delivers the minutes of the general assembly on the same day of its holding, as provided for in paragraph 2 of article 33 and paragraph 1 of article 34. For the use of this faculty, however, it is necessary for the issuer to forward the complete minutes of the general assembly on the same day of the holding of the meeting. In this sense, it is highlighted that, in accordance with item IV of article 33 (companies registered in Category A) and item IV of article 34 (companies registered in Category B) of CVM Resolution No. 80/22, the minutes of the AGE, AGESP or AGDEB must be accompanied, in the same file, by any declarations of vote, dissent or protest. In addition, the minutes must contain all documents referenced and related to the assembly’s deliberations, such as contracts. Whenever possible, the minutes of AGE, AGESP and AGDEB archived at CVM must also contain the attendance list and the exact quorum for installation. It is also recommended that the minutes contain, at least, the indication of relevant shareholders who elected members to the board of directors and audit committee.

4.3 Projections
The disclosure of projections is information of a relevant nature, subject to the determinations of CVM Resolution No. 44/21, and the company’s disclosure policy must also contemplate the adoption of this practice. According to item XXI of the sole paragraph of article 2 of CVM Resolution No. 44/21, the modification of projections disclosed by the company is an example of a relevant fact. Similarly, the initial disclosure of projections or the disclosure of projections relating to periods different from those previously disclosed are also considered relevant facts, and therefore the determinations of CVM Resolution No. 44/21 apply.

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If the company decides to disclose projections, these must be based on rational expectations, based on neutral judgments, useful for the investor. In this sense, projections must have well-defined values (or value ranges) and deadlines. By way of example, but not exhaustively, some expectations that, if disclosed, generally constitute projections are: revenues, profits, EBITDA, production or sales volumes, debt ratios, etc. The quantification, in terms of values and deadlines, makes such information constitute effective estimates or projections, rather than mere expectations or trends. The absence of some element in declarations or disclosures (such as, for example, relevant premises, parameters, methodologies adopted and deadlines) by the company and its administrators does not remove the essence of the projection, only indicates that a certain declaration or disclosure does not meet the requirements of completeness and consistency required by article 15 of CVM Resolution No. 80/22 in all information disclosed by the issuer. It should be emphasized that the SEP’s action, with regard to the analysis of information disclosed by companies to the market, seeks to avoid that unofficial information is provided, without clear methodology, and disconnected from its planning. The use of words or expressions different from “projection” or “estimate” does not change the essence of a certain declaration nor, therefore, its ability to guide shareholders, potential investors, analysts or other professionals regarding the company’s expectation regarding the information disclosed to the market. At this point, it is important to differentiate the concepts of projection, the disclosure of which is optional, and is informed in section 3 of the reference form, from that of trend. The trend does not confuse with projection by not being quantified. CVM Resolution No. 80/22, in its article 21, provides that the disclosure of projections and estimates is optional and determines that, when the issuer decides to disclose them, they must be:
a) included in the reference form; b) identified as hypothetical data that do not constitute a promise of performance; c) reasonable; and d) accompanied by the relevant premises, parameters and methodology adopted, and, if these are modified, the issuer must disclose, in the appropriate field of the reference form, that it has made changes to the premises, parameters and methodology of previously disclosed projections and estimates (paragraph 3). As determined by paragraph 2 of article 21 of CVM Resolution No. 80/22, projections and estimates must be revised periodically, at a time interval appropriate to the object of the projection, which, in no case, must exceed 1 (one) year. The issuer must also confront, quarterly, in the field “Commentary on the behavior of business projections” of the DFP and ITR Forms (see items 3.3.3 and 3.3.4), the projections disclosed in the reference form with the results actually obtained in the quarter, indicating the reasons for any differences (paragraph 4 of article 21 of CVM Resolution No. 80/22). In addition, the reference form (Item 3. Projections) must be updated within 7 (seven) business days counted from the alteration or disclosure of new projections or estimates (item VIII of paragraph 3 or item V of

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paragraph 4 of article 25 of CVM Resolution No. 80/22), without prejudice to the disclosure of a relevant fact, in the form of article 3 of CVM Resolution No. 44/21.
Whenever the premises of projections and estimates are provided by third parties, the sources must be indicated (paragraph 5 of article 21 of CVM Resolution No. 80/22), and it is not appropriate to refer to generic terms such as “Market Analyst Reports”.
If the company makes use of non-accounting measurements, such as, for example, EBITDA – Earnings Before Interest, Taxes, Depreciation and Amortization, it must present the reconciliation with the accounting items expressed directly in the financial statements, in accordance with CVM Resolution No. 156/22.
Finally, if the disclosed projections are discontinued, this fact must be informed in the appropriate field of the reference form, accompanied by the reasons that led to their loss of validity, as well as disclosed in the form of a relevant fact.

4.4 Shareholder Agreement
Without prejudice to the disclosure of a relevant fact regarding the celebration of shareholder agreements, in accordance with article 2 of CVM Resolution No. 44/21, issuers registered in Category A must forward to CVM, via “IPE Online” in the Empresas.NET System:
a) Shareholder agreements, their amendments and other corporate pacts archived at the issuer, within 7 (seven) business days counted from their archiving, in the category “Shareholder Agreement”; b) Information on shareholder agreements of which the controlling shareholder or controlled and affiliated companies of the controlling shareholder are parties, regarding the exercise of voting rights in the issuer or the transfer of the issuer’s securities, containing, at minimum, date of signature, term of validity, parties and description of the provisions relating to the issuer, within 7 (seven) business days counted from the issuer’s knowledge of their existence, in the category “Information on shareholder agreements provided for in article 33, item XVIII, of CVM Resolution No. 80/22”. The alteration of their clauses, their extinction due to term or resolutive condition, or the celebration of a new shareholder agreement implies their update with CVM. Shareholder agreements that lose their validity must be cancelled via the “Cancellation of documents” functionality of the Empresas.NET System, informing in the field “Reason for cancellation” that the aforementioned shareholder agreement has lost its validity. The document, even cancelled, will continue to be available for consultation on the CVM and B3 websites, in the case of issuers listed there, in the condition of cancelled document and will state the reason for its cancellation.

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4.5 Group Convention
According to item IX of article 33 of CVM Resolution No. 80/22, the controlling company and its controlled companies that constitute, in the form of article 265 of Law No. 6.404/76, groups of companies, obligating themselves to combine resources or efforts for the realization of their respective objects, or to participate in activities or undertakings in common, are obliged to send a copy of the convention to CVM, via “IPE Online” in the Empresas.NET System, category “Group Convention of Companies”, within a period of up to 7 (seven) business days counted from its signature. Law No. 6.404/76, in disposing on Groups of Companies in articles 265 to 277 (Chapter XXI), stipulates, in the sole paragraph of article 267, that only groups organized in accordance with the cited chapter may use the designation with the words “group” or “group of companies”.

4.6 Bankruptcy Petitions and Sentences
Without prejudice to the disclosure of a relevant fact regarding the request or confession of bankruptcy, in accordance with article 2 of CVM Resolution No. 44/21, issuers must present to CVM, via “IPE Online” in the Empresas.NET System, the following documents provided for in article 33, items XXV and XXVI, and in article 34, items XVI and XVII, of CVM Resolution No. 80/22, on the same day of their knowledge by the issuer:
a) bankruptcy petition, provided it is based on a relevant value, by the category “Bankruptcy Petitions”; b) sentence denying or granting the bankruptcy petition, by the category “Bankruptcy Sentence”, subjects “Sentence denying the bankruptcy petition” or “Sentence granting the bankruptcy petition”, as the case may be.
It is alerted that the decree of bankruptcy is one of the hypotheses for updating the reference form, in accordance with paragraphs 3 and 4 of article 25 of CVM Resolution No. 80/22 (see item 3.3.2.2), as well as entails the presentation of a new version of the registration form, in accordance with article 24 of CVM Resolution No. 80/22.

4.7 Petitions and Sentences Involving Judicial and Extrajudicial Recovery
Without prejudice to the disclosure of a relevant fact regarding the request or decree of judicial or extrajudicial recovery, in accordance with article 2 of CVM Resolution No. 44/21, issuers must present to CVM, via “IPE Online” in the Empresas.NET System, the following documents provided for in article 33, items XX to XXIV, and in article 34, items XI to XV, of CVM Resolution No. 80/22, within the deadlines indicated:
a) initial petition for judicial recovery, with all documents that support it, on the same day of the protocol in court, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Initial Petition”; b) judicial recovery plan, on the same day of the protocol in court, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Recovery Plan”;

c) judicial sentence denying or granting the request for judicial recovery, indicating, in the latter case, the judicial administrator appointed by the judge, on the same day of the issuer's knowledge of it, in the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Sentences"; d) request for homologation of the extrajudicial recovery plan, with the accounting statements prepared specifically to support the request, on the same day of the protocol in court, in the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Request for homologation of extrajudicial recovery plan"; e) judicial sentence denying or granting the homologation of the extrajudicial recovery plan, on the same day of the issuer's knowledge of it, in the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Sentences".

It is alerted that the decree of judicial recovery and the judicial homologation of extrajudicial recovery are hypotheses for updating the reference form, in accordance with paragraphs 3 and 4 of article 25 of CVM Resolution No. 80/22 (see item 3.3.2.2), as well as requiring the presentation of a new version of the cadastral form, in accordance with article 24 of CVM Resolution No. 80/22.

Furthermore, the issuer's reference form (FRE) must be delivered annually, in accordance with paragraph 1 of article 25 of CVM Resolution No. 80/22, with the presentation of the referred items (2, 4, 8, 13, 6.1, 6.22, 7.3 and 7.4) until the presentation in court of the detailed report at the end of the recovery process. Furthermore, the update of the referred items of the FRE must be observed, where applicable, in accordance with paragraph 3 of article 25 of CVM Resolution No. 80/22.

4.8 Negotiations by administrators, persons related to them, and controlled, affiliated companies and the company itself with securities issued by the company

Article 11 of CVM Resolution No. 44/21 provides for the periodic disclosure of transactions carried out:
a) by directors and members of the board of directors, the audit committee, and any bodies with technical and advisory functions created by statutory provision; b) by the company itself, its controlled and affiliated companies.

In the case of the natural persons referred to above, as provided for in article 11, caput and paragraph 4, of CVM Resolution No. 44/21, the communication must be made to the open company (through the DRI), indicating the quantity, characteristics, price, and date of the transactions and the method of acquisition or alienation of the securities issued by them and by controlled or controlling companies, or referenced therein, of which they are holders:
a) within 5 (five) days after each transaction; b) on the first business day after assuming office; and c) when presenting the documentation for the registration of the company as open.

As provided in paragraph 2 of article 11, the natural persons mentioned in this article will also indicate the securities that are the property of a spouse who is not judicially or extrajudicially separated, a partner, any dependent included in their annual income tax return, and companies directly or indirectly controlled, including the name, qualification, and CPF or CNPJ of the cited persons, in accordance with paragraph 3 of the aforementioned article.

Although there is no express provision in the regulation, it is understood that the obligation established in article 11 of CVM Resolution No. 44/21 covers all members of the bodies mentioned in that office (titular and alternate).

It is worth emphasizing, especially regarding transactions carried out by the natural persons referred to in article 11 of CVM Resolution No. 44/21, that any transaction carried out by them must be reported to the DRI and will result in the obligation to send the information to the CVM within 10 days after the end of the month in which such movement occurs, regardless of modification of the final balance. It is recommended that both the persons mentioned in the caput of article 11 of CVM Resolution No. 44/21 and the DRI keep archived copies of the proof of sending and receiving the messages exchanged regarding the transactions carried out.

Another point to be highlighted is that the communication must cover transactions with derivatives or any other securities referenced in the securities issued by the open company and, if they are open companies, their controlling and controlled companies. Financial instruments such as ADRs are covered by article 11 of CVM Resolution No. 44/21 and, therefore, must be reported, as well as fund shares that invest in shares of open companies.

In both the case of transactions by legal entities and the case of natural persons, the DRI must send, in accordance with paragraph 6 of article 11 of CVM Resolution No. 44/21, the information subject to the cited article, monthly to the CVM, until 10 (ten) days after the end of each month in which changes in the positions held or the month in which the assumption of office of the persons mentioned occurs.

In this sense, in months where the 10th coincides with weekends or holidays, the information may be presented on the following business day.

Such information must be sent via the structured electronic form available on the Empresas.NET System.

Regarding the functionality described above, once the individual form for each director, member of the board of directors, the audit committee, and any bodies with technical or advisory functions created by statutory provision is completed, the consolidated form will be generated automatically. Similarly, when sending the individual form, the system will also send the consolidated form automatically.

With the aim of having complete and reliable information, it is requested that companies, as many issuers already do, voluntarily send the forms, even in months when no movements or changes in the positions of administrators and related persons have been verified. The information inserted in the structured electronic forms will form three files. One of them containing data on the individual positions held by each administrator or related person. Another containing the consolidated position of the members of each body (management, board of directors, audit committee, and technical or advisory bodies). The third file will contain data on the individual positions of the company itself, its controlled, and its affiliated companies.

They will be available to the external public, through consultation on the CVM and B3 websites, in the case of companies listed there: (i) the consolidated positions of the administrators; and (ii) the individual positions of the company itself, its controlled, and its affiliated companies.

In the "Date of movement" field of each form, the date of the purchase or sale transaction (and not the date of physical or financial settlement of the transaction) must be informed.

If there has been more than one purchase transaction or more than one sale transaction on the same day, of the same type of security, the company may choose to disclose the information of each transaction separately (date, quantity, and price) or disclose the total quantity of the day's transactions, in which case the value to be informed in the "Volume" field must be the total amount of the transactions carried out on that date. It is emphasized, however, that in both cases, purchase and sale transactions must be disclosed separately, that is, it is not permitted to omit informing purchase transactions because there were sale transactions on the same day or vice versa.

Paragraph 9 of article 11 of CVM Resolution No. 44/21 equates to transactions with securities issued by the company, by its controlling or controlled companies, in these two latter cases, provided that they are open companies, the application, redemption, and negotiation of shares of investment funds whose regulation provides that its stock portfolio is composed exclusively of shares issued by the company, its controlled, or its controlling company.

For the purpose of filling out the transaction form of article 11 of CVM Resolution No. 44/21 (Securities Negotiated and Held), with respect to operations (contracting/return) of stock loans, it is recommended that the company use the reference price of the contract, defined in the B3 asset loan contract models (tab "Technical Description") as "the average price of the asset subject to the loan on the trading session prior to the date of negotiation or renewal of the contract, or the last available average price".

Thus, the financial value of the operation will be the result of multiplying the quantity of shares lent by the reference price of the contract: (V = Q x P), where V = Financial value of the operation, Q = Quantity of shares lent and P = Reference price of the contract.

4.9 Relevant Transactions

By virtue of article 12 of CVM Resolution No. 44/21, any natural or legal person, or group of persons, acting jointly or representing the same interest, who comes to carry out a relevant transaction with shares representing the share capital of an open company, is obliged to, immediately after the operation, communicate to the company the change in its participation.

According to the same provision, a relevant transaction is considered the transaction or set of transactions through which the participation of the above-mentioned persons exceeds, upwards or downwards, the levels of 5%, 10%, 15%, and so on, of the species or class of shares.

It should be noted that the relevant participation must be calculated specifically in relation to the class or species of shares, so as to qualify the participation, allowing the identification of rights attributed to it. However, if there are derivatives referenced in shares of such class or species, such derivatives must be considered for the purposes of the disclosure in question, observing the specific rules commented on below.

It is also emphasized that, in accordance with article 21 of Resolution No. 44/21, the obligation of communication commented on here applies to transactions carried out:
a) within or outside regulated securities market environments; b) directly or indirectly, whether through controlled companies or third parties with whom a trust or portfolio administration contract is maintained; and on their own behalf or on behalf of third parties.

It is further alerted that indirect transactions, or on behalf of third parties, are not considered those carried out by investment funds of which the persons mentioned in article 12 are shareholders, provided that the transaction decisions cannot be influenced by the shareholders, as provided in article 21, paragraph 1, of CVM Resolution No. 44/21.

It is important to highlight that it is presumed, admitted proof to the contrary, that the transaction decisions of the administrator and the manager of an exclusive fund are influenced by the fund shareholder, as stated in article 21, paragraph 2, of CVM Resolution No. 44/21.

The above presumption does not apply to exclusive investment funds whose shareholders are insurance companies or open complementary pension entities and that have the objective of applying resources from free benefit generator plan (PGBL) and free benefit generator life (VGBL), during the deferral period (article 21, paragraph 3, of CVM Resolution No. 44/21).

4.9.1 Recipient of the obligation

In accordance with article 12 of CVM Resolution No. 44/21, the obligation to send a notice to the open company, reporting the transaction, lies with the investor who reaches the integer multiples of 5%. (see items 4.9.6 and 4.9.7).

As provided in this article, the increase or decrease in participation can occur both by individual investor and also by a group of persons, acting jointly or representing the same interest.

According to article 21 of CVM Resolution No. 44/21, the aforementioned obligation to inform extends to transactions carried out indirectly through "controlled companies or third parties with whom a trust or portfolio administration contract is maintained", except, in accordance with paragraph 1 of the device, transactions carried out by funds under discretionary management.

4.9.2 Object of relevant participation

4.9.2.1 Shares

As indicated by reading the full text of article 12 of CVM Resolution No. 44/21, the focus of the disclosure obligation is the direct and indirect shareholdings held in the share capital of the open company.

4.9.2.2 Financial derivative instruments and other securities referenced in shares

The disclosure obligation associated with the carrying out of relevant transactions extends to financial derivative instruments and other securities referenced in shares.

Thus, this device covers transactions involving, for example, call and put options on shares and "total return equity swaps".

In accordance with article 12, paragraph 2, of CVM Resolution No. 44/21, the disclosure obligation in question applies even if the financial instruments in question contain provision for exclusively financial settlement.

Specifically regarding financial settlement derivatives, it is worth mentioning the vote of CVM President João Pedro Nascimento within PAS CVM No. 19957.009010/2021-72 22, reinforcing the reasons for the disclosure of such information, as transcribed below:

Furthermore, another effect resulting from such financial derivative transactions was perceived. The conclusion of derivative instruments, even if exclusively financially settled, often produces results analogous to the acquisition of shares by the investor, since its counterparty tends to acquire or borrow shares for the purpose of asset protection.
This effect is especially relevant in the context of acquiring relevant participations, including in cases of share control takeovers and/or assumption of corporate prominence positions with significant corporate participations (although not sufficient to obtain majority control power in isolation).
The concern is that undisclosed derivative transactions may produce, under certain circumstances, a relevant impact on the liquidity and dispersion of the target company's securities.
Note, furthermore, that acquiring relevant participation involving the use of financial settlement derivative instruments is capable of generating impacts both from the point of view of market efficiency and, as stated, corporate governance. This is because such instruments can be managed in a way to conceal the actual corporate participation effectively held, as well as to hide the real influence that ownership confers to its holders.

22 See https://conteudo.cvm.gov.br/export/sites/cvm/sancionadores/sancionador/anexos/2023/SEI_19957009010_2021_72.pdf.

This phenomenon can affect securities transactions in the capital market, especially when there are disputes for the acquisition of the company's papers, with multiple interested parties in the acquisition of the securities, who may be in a competitive disadvantage in the context of a potential dispute for the acquisition of the same papers; thus generating informational asymmetry and affecting the adequate price formation."

Investment in structured operations certificates – COE and index investment funds is also covered by the device in question. Thus, the holder of such instruments may be subject to the duty to communicate their participation with respect to shares underlying them.

However, article 12, paragraph 3, item IV, of CVM Resolution No. 44/21 exempts the need for communication if the COE, fund, or derivative in question has less than 20% (twenty percent) of its return determined by the share in question.

For the purposes of the regulation, return must be interpreted as the "weight" of the share. For example: if a share represents 25% of the weight of a certain index that serves as a reference for the invested fund, this share is considered indirect participation for disclosure purposes. An analogous reasoning applies to COEs and other derivatives.

There are situations, however, where the "weight" is not known in advance, such as, for example, in situations of COEs that guarantee the best yield among 'n' shares at maturity. The regulation does not apply to situations like this, in principle, without prejudice to the possibility of CVM action if it verifies in a specific case that the transaction was structured with the purpose of concealing relevant participation.

Regarding the rules for calculating the percentage of participation in the case of financial derivative instruments, see item 4.9.3.

A specific situation to be highlighted is that of convertible debentures and subscription warrants, the holders of which may come to become holders of shares yet to be issued. Such shares yet to be issued should not be considered in the calculation of the percentages that entail disclosure.

However, if the investor carries out other acquisitions of shares or derivatives that entail the need for communication, the positions in convertible debentures or subscription warrants must be reported.

4.9.2.3 ADR, GDR and BDR

American depositary receipts – ADR, Global depositary receipts – GDR, and other securities of Brazilian companies issued and/or listed abroad under foreign regulation must also be considered for the purposes of the disclosure of article 12 of CVM Resolution No. 44/21, insofar as they are titles representing shares of Brazilian open companies.

It is clarified that Brazilian depositary receipts – BDR must also be considered for the purposes of the disclosure provided for in the article in question, given the provision of article 22 of CVM Resolution No. 44/21, which imposes on BDR program sponsor companies levels II and III the rules of the aforementioned Resolution, provided that they are compatible with the provisions applicable in the countries where the shares serving as collateral for such securities were issued. BDR level I sponsor companies and non-sponsored BDRs, however, do not fall under the obligation of disclosure provided for in article 12 of CVM Resolution No. 44/21.

It should be noted that, in the case of the securities mentioned in the previous paragraphs, the acquisitions, movements, and alienations subject to reporting in a notice to the market are those that correspond to 5%, 10%, 15%, and so on, of the class or species of the issuer's share represented by these titles.

4.9.2.4 Stock lending

It is worth noting that the investor or group of investors who exceeds, upwards or downwards, even through ownership of shares acquired by loan, levels of 5%, 10%, 15%, and so on, of the species or class of shares representing the capital of an open company, must proceed with the disclosure of the declaration provided for in article 12 of CVM Resolution No. 44/21.

Similarly, the shares subject to loan must be considered in the calculation of the increase or decrease in participation for the purposes of the caput and paragraphs 1 and 4 of the same article.

In this sense, the declarations referred to in article 12 of CVM Resolution No. 44/21 must discriminate the portion of the shares held by the declaring investor that was acquired or alienated through stock lending.

The obligation to communicate relevant participation partially or entirely composed of shares taken by loan is applicable regardless of the purpose to which these operations are intended.

4.9.2.5 Indirect participation

The indirect participation referred to in CVM Resolution No. 44/21 refers to that held through a vehicle that is under the control or decisive influence of the investor, as illustrated by the examples below:
a) company controlled, directly or indirectly, by the investor; b) exclusive investment fund, whose only shareholder is the investor; c) investment fund or portfolio in which the administrator's decisions can be influenced by the investor; d) person with whom the investor maintains a trust contract.

In examples "b", "c", and "d", according to the rules mentioned in this Circular Office (see item 4.9.1), it is the investor who must proceed with the disclosure of the declaration provided for in article 12 of CVM Resolution No. 44/21, given the set of shares held by him directly and indirectly.

In cases where indirect participation occurs through other companies, as in example "a" above, the indirect participation should only be taken into consideration, for the purposes of compliance with article 12 of CVM Resolution No. 44/21, in cases where relevant participation is reached, increased, or reduced by a group of persons, acting jointly or representing the same interest (see item 4.9.4).

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

In this way, if investor X does not hold any other direct or indirect shareholding, but is the controlling shareholder of company Y, which in turn holds a participation corresponding to 5% of the ordinary or preferred shares of the publicly held company, it is company Y that must proceed with the disclosure of the declaration provided for in article 12 of CVM Resolution No. 44/21, and investor X is not obliged to make another declaration to disclose their indirect participation in the capital of the publicly held company.

For its part, if investor X holds direct participation in the publicly held company and is also the controlling shareholder of company Y, which also holds participation in the publicly held company, it is investor X who must proceed with the disclosure of the declaration provided for in article 12 of CVM Resolution No. 44/21, if the sum of these participations reaches 5% or more of the ordinary or preferred shares of the publicly held company.

As already commented, note that indirect negotiations are not considered those carried out by investment funds in which the persons mentioned in article 12 are unitholders, provided that such funds are not exclusive, nor can the negotiation decisions of the administrator be influenced by the unitholders.

4.9.3 Calculation of increase or reduction in participation
The incidence of the obligation to disclose relevant negotiations occurs whenever there is a crossing, upwards or downwards, of the thresholds of 5%, 10%, 15%, and so on, of participation in shares or class of shares representing the capital of a publicly held company.

It should be emphasized, however, that, in addition to the shares themselves, derivatives referenced in such shares must be considered, whether of physical or financial settlement. When taking derivatives into account in verifying the aforementioned percentages, the following rules must be observed:
a) the total quantity of shares referred to in the derivative instrument must be taken into account, without adjustments based on the delta of the position; b) there are two parallel counts: (i) one involving, together, financial derivative instruments of physical settlement and shares and (ii) another involving only financial derivative instruments of financial settlement – disclosure is necessary when the percentages provided for in the regulation are reached in any of these counts and the disclosure must cover both shares and other instruments referenced therein, regardless of their form of settlement; c) whenever a financial derivative instrument, COE, or index fund allows for the possibility of physical settlement (including through the redemption of units in shares), it must be considered as of physical settlement; d) “sold” positions by themselves do not entail the need for disclosure, however (i) there is no offsetting between “bought” and “sold” positions and (ii) once the need for disclosure is triggered, it must cover even “sold” positions; e) “bought” positions are considered, for example: shares held spot, instruments that confer the right or obligation to acquire shares at a future date, and swap contracts that confer payments to the investor based on the return of the shares;

f) “sold” positions are considered, for example, those resulting from instruments that confer the right or obligation to alienate shares or that imply the need to make payments positively related to the return of the shares; g) if a share has a weight of less than 20% in the determination of the return of a certain financial derivative instrument, COE, or market index investment fund, this share should not be aggregated with other positions possibly held in this share by the investor; h) if a share has a weight of more than 20% in the determination of the return of a certain financial derivative instrument, COE, or market index investment fund, this share must be aggregated with other positions possibly held in this share by the investor, weighting the notional value of the instrument in question by the respective weight of the share; and i) shares that do not yet exist and that may be issued due to, for example, rights associated with convertible debentures or subscription warrants should not be aggregated to positions already held by the investor.

To illustrate the incidence of some of the situations mentioned, suppose a company has its capital represented by 200 shares, being 100 ordinary shares and 100 preferred shares of a single class. Suppose, further, that the investor carries out a series of transactions with shares issued by this company and derivatives referenced in such shares, as described below.

At the first moment, 4 ordinary shares and 4 preferred shares are acquired. At this moment, no disclosure is required, as the 5% threshold is calculated with respect to each species of shares and it was not exceeded in either ordinary or preferred shares.

Next, the investor enters into a swap contract with exclusively financial settlement in which they receive payments determined based on the positive variation of 4 preferred shares issued by the company. No disclosure is yet necessary, due to the separate calculation of derivatives with exclusively financial settlement, that is, the 4 preferred shares in the swap contract are not added to the 4 preferred shares previously held.

At a later moment, the investor acquires a put option on 6 preferred shares. Regardless of the form of settlement of this contract and the fact that it represents 6% of the total of this species of shares, no disclosure is necessary and this “sold” position is disregarded in the calculation 23.

Finally, the investor acquires a call option on 2 preferred shares, with physical settlement. The preferred shares referenced in this option contract are added to the 4 spot preferred shares previously held, causing the 5% percentage to be exceeded and, thereby, triggering the need for disclosure. This disclosure will cover and discriminate the 4 ordinary shares held spot, the 4 preferred shares held spot, the 4 shares referenced in the swap contract, the 6 preferred shares referenced in the put option, and the 2 preferred shares referenced in the call option.

23 Although the “sold” position is disregarded in the calculation with respect to an investor, see item 4.9.4 below, with regard to intragroup positions in derivatives.

Note, however, that in this particular example, the investor’s communication obligation does not entail a corresponding obligation, by the company, to update field 6.1 of the reference form. This is because the investor’s position in shares did not exceed the 5% percentage of any of the species (see item 10.2.6).

Despite this, the update of field 6.1 is recommended, in order to reflect the most recent share position that has been disclosed by the investor. Additional information made public by the investor regarding financial derivative instruments may be included in field 6.6 of the FRE.

Be advised that the variation in shareholding is not exclusively tied to a single operation, being also assessed cumulatively, and referring to the acquisition, alienation, or extinction of shares and rights over shares both onerous (purchase and sale, swap, and loan) and gratuitous (donation).

4.9.4 Group of persons acting in concert or representing the same interest
The obligation to communicate the variation in relevant shareholding covers not only individual investors, but also groups of persons acting in concert or representing the same interest. In order to facilitate understanding of the concept covered by the expression “representing the same interest,” the following are exemplary hypotheses of links between shareholders:
a) link due to kinship, contract, or shareholders’ agreement providing for voting rights; b) two or more companies under common control; c) company and its direct or indirect controller; d) exclusive fund and its sole unitholder; and e) situations where there is common discretionary management of resources.

Considering the concept of indirect participation (see item 4.9.2) and except as provided below regarding investors under common discretionary management, if relevant shareholding has been reached by a set of investors acting in concert or representing the same interest, the Declaration must discriminate them, one by one, with indication of their respective participations, even if none of these investors holds or moves the 5% (five percent) percentage individually. It must also identify investors with indirect participation in the capital of the publicly held company and indicate the total participation held, directly and indirectly, by them.

In these cases, the identification of each of the shareholders and their respective share positions must be reported individually in item 6.2 of the reference form, while in item 6.6 the company must report the blocks of shareholders acting in concert or representing the same interest, identifying which individual shareholders listed in item 6.2 are part of each block (see item 10.2.6.2).

If relevant participation is reached by a set of investors under common discretionary management, the declaration to be provided by the administrator must identify the manager and indicate the total shareholding held, jointly, by the funds and portfolios under their management. It is not mandatory to discriminate the funds or portfolios and their respective shareholdings, according to the decision of the CVM Collegiate, in an extraordinary meeting held on 11.03.2011 (CVM Process No. RJ2011/2324) 24.

It is worth clarifying that, under the same decision, in the case where relevant participation is reached individually by a certain fund or portfolio under discretionary management, the declaration must identify the manager and the total shareholding held, jointly, by all funds or portfolios under their management, and it is not mandatory to reveal the fund holding the relevant participation.

Situations are highlighted where two or more companies of the same economic group trade with each other, especially through derivative contracts referenced in the shares in question, to transfer the economic exposure related to a certain share.

As already clarified by the CVM Collegiate in a previous decision (e.g. decision in CVM Process No. RJ2009/1365 25), the purpose of CVM Resolution No. 44/21, in requiring the disclosure of the negotiation of relevant participations, is to inform the market about significant changes in the distribution of patrimonial and political rights among shareholders, as well as in the dispersion and liquidity of the company’s shares. In the case of derivative operations carried out between companies of the same group, the accumulation of information resulting from the disclosure of each of these operations (for example, in scenarios where the risk of an operation contracted by a company of the same group is transferred to another company or companies of the same group) could impact the quality of information provided to the market. In this sense, and in cases where it may be considered that the companies of the group are “acting in concert or representing the same interest,” under article 12 of the Resolution, derivative operations between persons of the same group must be disregarded in the disclosure of relevant participation.

4.9.5 Responsibility of the administrator or manager
By virtue of article 22 of CVM Resolution No. 21/21, the administrator of a portfolio of securities must guarantee, through adequate internal controls, the permanent compliance with current norms and regulations, referring to the various alternatives and modalities of investment, to the activity of portfolio administration itself, and to standards of ethical and professional conduct.

Thus, in the investor’s omission regarding compliance with what is determined in article 12 of CVM Resolution No. 44/21, the administrator of securities portfolios or the manager of resources may eventually be held administratively liable for providing such information, based on article 22 of CVM Resolution No. 21/21, when: (i) representing the same interest of its clients, being directly and exclusively responsible for the operation; (ii) having unequivocal knowledge about the effective possibility of reaching relevant shareholding; and (iii) being able to exercise the political right of shares of a company acquired for its clients in a discretionary manner.

Given the above, the administrator of investment funds may be held liable for infringement of article 12 of CVM Resolution No. 44/21.

24 See http://conteudo.cvm.gov.br/decisoes/2011/20110311_R1/20110311_D01.html.
25 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2010/20100713_RJ20091365.html.

4.9.6 Time and form of disclosure
Under article 12 of CVM Resolution No. 44/21, the communication of the increase or reduction of relevant participation must be made immediately after the participation referred to therein is reached. As a rule, in order to observe the deadline established in the aforementioned article, the disclosure must occur, preferably, immediately after the trading session in which the achievement of the participation mentioned in paragraph 1 of article 12 of CVM Resolution No. 44/21 occurred, and at the latest until the beginning of the trading session of the day following the achievement.

The exception to the above rule occurs in cases where the negotiation was made with the purpose of altering the control or administrative structure of the company. In these cases, the same disclosure regime of relevant facts must be followed, as provided in article 3 of CVM Resolution No. 44/21.

In the case of securities convertible into shares and other financial derivative instruments referenced in such shares, without prejudice to the disclosure of acquisition of such titles (see item 4.9.3), the communication must also be promoted when conversion into shares or physical settlement of the financial instrument occurs, provided that, by force of such conversion or settlement, the investor’s shareholding exceeds 5%, 10%, or 15% and so on.

Regarding the hypothesis of expiration of the conversion or settlement period of such securities and financial derivative instruments, without such conversion or settlement occurring, such case must be treated as an alienation of the security or derivative instrument. Thus, the communication must be promoted if a percentage lower than 5%, 10%, 15%, and so on is reached, observing the calculation method described in item 4.9.3 above.

As a rule, an increase in participation greater than 5% does not need to be disclosed in the press.

Only in cases where the acquisition results from or has been carried out with the objective of altering the composition of control or the administrative structure of the company, as well as in cases where the acquisition generates the obligation to make a public offer, under CVM Resolution No. 85/22, the acquirer, in addition to sending the aforementioned declaration to the company, must promote its disclosure through the press or in a news portal present on the internet, under article 3, paragraph 4, of CVM Resolution No. 44/21.

The “Declarations of Acquisition of Relevant Shareholding” and the “Declarations of Alienation of Relevant Shareholding” must be sent to the IRD of the publicly held company.

Once received by the company, the IRD must forward the declarations through “IPE Online” in the Empresas.NET System, category “Market Communication”, type “Acquisition/Alienation of Shareholding (article 12 of CVM Resolution No. 44)” and species “Declaration of alienation of relevant shareholding – article 12 of CVM Resolution No. 44/21” or “Declaration of acquisition of relevant shareholding – article 12 of CVM Resolution No. 44/21”. In the case of declarations that have been published, by virtue of paragraph 5 of article 12 or spontaneously, the dates and newspapers in which the publication was carried out must be informed.

Additionally, the IRD must evaluate if, due to the information received, the shareholding (without considering derivatives, whether of physical or financial settlement) has exceeded the threshold of 5%, 10%, 15%, and so on. If affirmative, the IRD must, likewise, promote the necessary update of the information provided on the subject in the reference form, under paragraphs 3, items V and VI, and 4, item III, of article 25 of CVM Resolution No. 80/22.

If the IRD believes that the declaration of acquisition or alienation of relevant shareholding presented by the investor in compliance with article 12, caput, of CVM Resolution No. 44/21 does not reflect the reality ascertained by the company, it must include its reservation when retransmitting the declaration, informing what shareholding the company believes to be correct.

4.9.7 Content of the declaration of increase and reduction of participation
Both acquirers and sellers, where applicable, must disclose the information provided for in items I to VI of article 12, caput, of CVM Resolution No. 44/21, namely:
a) name and qualification, indicating the number of registration in the National Registry of Legal Entities or in the Registry of Natural Persons; b) objective of the participation and quantity sought, containing, if applicable, a declaration by the acquirer that the transactions do not aim to alter the composition of control or the administrative structure of the company; c) number of shares and other securities and financial derivative instruments referenced in such shares, specifying the quantity, class, and species of shares referenced; d) indication of any agreement or contract regulating the exercise of voting rights or the purchase and sale of securities issued by the company; and e) if the shareholder is resident or domiciled abroad, the name or corporate name and the number of registration in the Registry of Natural Persons or in the National Registry of Legal Entities of their attorney or legal representative in the Country for the purposes of article 119 of Law No. 6.404/76.

In the case of funds and managed portfolios, the information provided in letter “a” above must refer to the manager, as guided in this circular (see item 4.9.4).

The communication must also contain the identification of the vehicles that led to the relevant acquisition (see item 4.9.2.5).

With regard to the objective of the participation provided for in item 4.9.2.2 above, if applicable, the acquirer must inform that it is an operation carried out with the objective of protection (hedge) of obligations assumed by them in derivative contracts.

4.9.8 Disclosure of declaration by non-resident investor
Under articles 12 and 22 of CVM Resolution No. 44/21, it is the shareholder’s responsibility, regardless of their domicile, to disclose the declaration of acquisition or alienation of relevant shareholding, by forwarding the information to the company.

In the case of the non-resident investor, it is the responsibility of their legal representative, under item III of article 3 of the Regulation Annex I to CMN Resolution No. 4.373/14, “immediately communicate to the Central Bank of Brazil and to the CVM, observing their respective competencies, the extinction of the representation contract, as well as the occurrence of any irregularity of which they become aware.”

In cases where the omission of the non-resident investor regarding compliance with what is determined in article 12 of CVM Resolution No. 44/21 is verified, their legal representative may eventually be held administratively liable, based on the sole paragraph of article 3 of the Regulation Annex I to CMN Resolution No. 4.373/14.

4.10 Trading policy
The formulation of a trading policy for securities, provided for in article 15 of CVM Resolution No. 44/21, is the initiative of the issuer and is optional. However, the elaboration of such policy is recommended, as it is very useful for issuers to establish additional conduct norms to those provided for in Law No. 6.404/76 and CVM Resolution No. 44/21, for transactions involving, mainly, shares issued by themselves.

The trading policy should not, therefore, represent a mere repetition of the text of the aforementioned Resolution, but contain a detailed description of the procedures and measures effectively adopted by the company to avoid infringements of the norms that deal with the negotiation of shares of the company by itself, controlling shareholders, administrators, members of the fiscal council or other bodies created by statutory provision.

In the event that the issuer admits the negotiation of persons with access to relevant information not disclosed to the market based on individual investment plans (see item 4.11), such prerogative must be authorized in the trading policy, under paragraph 4 of article 16 of CVM Resolution No. 44/21.

Issuers registered in category A that have this policy must forward it through “IPE Online” in the Empresas.NET System, category “Trading Policy of the company’s shares”, as provided in article 33, item XI, of CVM Resolution No. 80/22.

Although this obligation does not exist for issuers registered in category B, it is recommended that they send it voluntarily in the manner described above.

If the issuer chooses to elaborate the trading policy and the disclosure policy as a single document, it must forward it through the Empresas.NET System, both through the category “Trading Policy of the company’s shares” and through the category “Disclosure Policy of Relevant Act or Fact”.

SECURITIES COMMISSION OF BRAZIL (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

4.11 Investment Plan
Investment plans, provided for in Article 16 of CVM Resolution No. 44/21, are individual and optional in nature.

Any person who has a relationship with an open company that makes them potentially subject to the presumptions set forth in paragraph 1 of Article 13 of the aforementioned Resolution may formalize investment plans.

The investment plan allows its holder to trade securities while in possession of material non-public information, provided that the following requirements are met:
a) prior written formalization before the DRI; b) it must be verifiable, including regarding its establishment and the carrying out of any changes to its content; c) the establishment, in an irrevocable and unalterable manner, of the dates and amounts or quantities of the transactions to be carried out; d) a minimum period of 3 (three) months for the plan, its possible modifications, and cancellations to take effect; e) the non-existence of more than one investment plan in force simultaneously; f) the non-existence of operations that nullify or mitigate the economic effects of the transactions to be carried out in accordance with the investment plan; and g) verification at least semi-annually by the board of directors, or another statutory body to whom this function is attributed, of the adherence of the transactions carried out by the participant to the investment plan formalized by them.

Regarding item "c" above, it is worth noting the possibility of defining a set of parameters, such as algorithms and formulas, which, once applied to the specific case, determine whether transactions will be carried out or not and, if so, the dates and financial values involved. In this case, however, all parameters must be previously and objectively defined and be irrevocable and unalterable, so as to eliminate the participant's ex post discretion to carry out or not the transaction in question.

Regarding item "f", attention is drawn to the impossibility of carrying out operations with financial derivative instruments for the purpose of hedging the commitment assumed by the participant in the investment plan.

The investment plan may also allow its holder to trade securities in the 15-day period prior to the disclosure of the issuer's quarterly (ITR) and annual (DFP) information, provided that, in addition to the above requirements, the following is also observed:
a) a schedule with specific dates for the disclosure of quarterly accounting information and annual financial statements has been approved; and

SECURITIES COMMISSION OF BRAZIL (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

b) the plan obliges the participant to revert to the company any avoided losses or gains earned in transactions resulting from any change in the dates of disclosure of quarterly accounting information and annual financial statements, calculated by reasonable criteria defined in the plan itself.

Some open companies choose to extend similar restrictions described in this section to a larger group of people, such as employees and collaborators, requiring, in addition, that the transactions of these people be in line with an investment plan signed by the participant.

Regarding this, it is worth clarifying that there is no impediment for such additional restrictions to be established by companies, which is one of the functions of the investment policy, provided for in Article 15 of CVM Resolution No. 44/21.

It is worth noting, however, that to be entitled to the prerogatives described above, the investment plan must satisfy all the specified requirements, including the periodic verification of transactions by the board of directors, which may prove difficult in cases where the participants in the plan are very numerous.

In this sense, companies are allowed to require their collaborators to have investment plans that will not be periodically followed by the board of directors, and for this reason, also do not serve to allow transactions in periods when CVM Resolution No. 44/21 determines that they should not be carried out. Even in these cases, it is recommended that the company have other internal procedures to verify the investment plans in question on a regular basis.

It is worth clarifying that investment plans should not be sent via the Empresas.NET System.

It is recommended to consult the Collegiate's decision, in the meeting of 19.11.2019, regarding Process CVM No. 19957.005109/2018-08 26.

4.12 Disclosure Policy
The policy for the disclosure of material acts or facts is a mandatory document established in Article 17 of CVM Resolution No. 44/21, applicable to all issuers. This document must include, at a minimum, the channel or channels of communication used to disseminate information about material acts and facts (as per Article 3, paragraph 4, of CVM Resolution No. 44/21) and the procedures related to maintaining confidentiality regarding undisclosed material information.

It is recommended that the information disclosure policy provide for internal controls appropriate to each type of information to be treated as material, for example, by creating a classification by order of relevance, and access controls for each type of information. Additionally, it is recommended that the disclosure policy establish objective criteria for determining the timing, form, and means of disclosing information, and for identifying exceptional cases that would justify an exception to the rule of immediate disclosure and the request to maintain confidentiality with the CVM.

The adoption of the disclosure policy applies only to companies that cumulatively meet the following requirements:

26 See http://conteudo.cvm.gov.br/decisoes/2019/20191119_R1/20191119_D1067.html.

SECURITIES COMMISSION OF BRAZIL (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

I – are registered in category A;
II – have been authorized by a market administrator entity to trade shares on a stock exchange; and III – with respect to which there are shares in circulation, considered as the company's shares, with the exception of those owned by the controlling shareholder, persons linked to them, the company's administrators, and those held in treasury.

Issuers must send the disclosure policy to the CVM via "IPE Online" in the Empresas.NET System, category "Disclosure Policy for Material Act or Fact", as provided for in Article 33, item XII (for issuers registered in category A), and Article 34, item VII (for issuers registered in category B), both of CVM Resolution No. 80/22.

If the issuer chooses to prepare the trading policy and the disclosure policy as a single document, it must send it via "IPE Online" in the Empresas.NET System, both under the category "Trading Policy for the company's shares" and under the category "Disclosure Policy for Material Act or Fact".

The policy for the disclosure of material acts or facts must be updated whenever there is any change in the communication channels used by the company, as per paragraph 7 of Article 3 of CVM Resolution No. 44/21, prior to the implementation of the change.

It is recommended that the disclosure policy be drafted clearly, objectively, and in detail, bringing specific procedures, such as:

Objective criteria to distinguish, when possible, cases of disclosing information to the market through a material fact or through a market communication;
Obligations of the DRI to disclose information to the market, as well as to supervise any information leaks in the media and/or atypical fluctuations related to the trading of the company's securities;
Timing of disclosure of material facts, which should preferably occur after the closing of the trading session (in Brazil and in any foreign markets where the company's securities are traded);
Procedures to be adopted when the disclosure of a material fact must occur during the trading session, addressing the request for suspension of trading of the securities until the material information is adequately disseminated;
Contingency plan in case of leakage of material information, in order to accelerate the disclosure of information through official channels and avoid the persistence of a situation of information asymmetry;
Maintenance of controls identifying persons who have knowledge of material facts not yet disclosed to the market;

SECURITIES COMMISSION OF BRAZIL (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Obligations of controlling shareholders, administrators, and other persons linked to the company to promptly notify the DRI in case of having knowledge of material information;
Procedures to be adopted when there is doubt regarding the materiality of certain information; Recommendations to ensure compliance with the duty of confidentiality;
Cases of exceptions to the obligation to disclose; and
Liability in cases of non-compliance with the disclosure policy.

4.13 Bylaws
As per CVM Resolution No. 80/22, issuers registered in category A and category B are obliged, by virtue of item XIII of Article 33 and item XXII of Article 34 of the aforementioned Resolution, respectively, to submit the consolidated bylaws within 7 (seven) business days counted from the date of the assembly that deliberated the alteration, even if it depends, if applicable, on the homologation of the Central Bank. In this case, it is suggested that the information be disclosed at the beginning of the document text that the document is pending homologation by that body, and must be resubmitted as soon as such approval occurs. The submission must be made through "IPE Online" in the Empresas.NET System, in the "bylaws" category.

It is worth clarifying that the new bylaws must be presented in the Empresas.NET System as a new submission and not as a resubmission of the previous bylaws.

The submission of the bylaws attached to the minutes of the assembly that deliberated its alteration does not exempt its submission via "IPE Online" in the Empresas.NET System in the "bylaws" category, and in this sense, the reference date in the filling must contain the date of the holding of the assembly that approved the new bylaws.

4.14 Meetings of the Board of Directors and the Fiscal Council
CVM Resolution No. 80/22 determines, in items V and VI of Article 33, that issuers registered in category A must send, via "IPE Online" in the Empresas.NET System, the following information, within the indicated deadlines:
a) minutes of board of directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, accompanied by any manifestations sent by the councilors, within 7 (seven) business days counted from their holding, via the "Administration Meeting" category, type "Board of Directors", species "Minutes"; b) minutes of fiscal council meetings that approved opinions, accompanied by any manifestations sent by the councilors, within 7 (seven) business days counted from the date of disclosure of the act or fact subject of the opinion, via the "Administration Meeting" category, type "Fiscal Council", species "Minutes".

SECURITIES COMMISSION OF BRAZIL (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Issuers registered in category B are obliged to send, via the Empresas.NET System, in the manner described above, the minutes of board of directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, accompanied by any manifestations sent by the councilors, within 7 (seven) business days counted from their holding, as provided for in item V of Article 34 of CVM Resolution No. 80/22.

Issuers whose securities are admitted to trading in organized markets must also observe the rules established by the administrator entities of such markets regarding the deadline for providing information on board of directors deliberations that impact the rights and manner of trading of their issued securities.

It is also worth noting that, due to the provision contained in Article 15 of CVM Resolution No. 80/22 which determines that "the issuer must disclose true, complete, consistent information that does not induce the investor to error", the content of the minutes of administration and fiscal council meetings must inform the reasons that led to any contrary vote, as well as must contain any individual manifestations that have been presented by their members, in cases where such information may influence the investor's decision.

Although minutes related to board meetings have not been included in the Resolution among the mandatory presentation information, their voluntary submission is recommended.

4.15 Communication of Auditor Change
As determined by Article 28 of CVM Resolution No. 23/21, the administration of the audited entity is responsible, within 20 (twenty) days, for communicating the change of auditor to the CVM, whether or not there is a rescission of the audit services contract, with justification for the change, which must include the consent of the replaced auditor.

Such communication must be sent to the CVM, by the company's DRI, via "IPE Online" in the Empresas.NET System, category "Market Communication", type "Change of auditor (Article 28, CVM Resolution No. 23/21)".

It is worth highlighting that, according to Article 29 of the aforementioned Resolution, it is the responsibility of the fiscal council of the audited entity, when in operation, to verify the correct compliance by the administrators with the provisions of Article 28.

It is also worth noting that, as determined by item XI of paragraph 3 (for issuers registered in category A) and item VII of paragraph 4 (for issuers registered in category B), both of Article 25 of CVM Resolution No. 80/22, the reference form must be updated within 7 (seven) business days counted from the date of communication by the issuer of the change of independent auditor, even if the start of the new auditor's services is on a future date.

In this sense, as provided for in Annex C of CVM Resolution No. 80/22, the date of hiring of the services covered by the alteration communicated by the company must be informed in field 9.1.c of the reference form.

Furthermore, the company must explicitly state in item 9.4 "Provide other information that the issuer deems relevant" the first document that will be subject to analysis by the new auditor.

SECURITIES COMMISSION OF BRAZIL (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

In addition, the issuer must resubmit the registration form with the updated data of the new independent auditor, within 7 (seven) business days counted from the fact that caused the alteration (in this case, this must be understood as the aforementioned communication of change of auditor), as per Article 24 of CVM Resolution No. 80/22.

Item 3.3 of the registration form, "Date of start of service provision", must be understood as the start date of the period of the first document audited by the new auditor. Example: in the case of the 1st ITR/17, the start date would be 01.01.2017.

4.16 Communication on Transactions between Related Parties
As determined by Article 33, item XXXII, of CVM Resolution No. 80/22, open companies registered in category A must disclose communication on transactions between related parties, in accordance with the provisions of Annex F of the aforementioned Resolution, within 7 (seven) business days counted from the occurrence of each transaction subject to disclosure.

Such disclosure must occur through "IPE Online" in the Empresas.NET System, category "Communication on Transaction between Related Parties".

It is clarified that the transactions that must be informed as communication on transactions between related parties, as per Annex F of CVM Resolution No. 80/22, must also be informed in the reference form.

Section 11.2 does not need to be resubmitted after the annual presentation of the reference form; thus, operations occurred and disclosed as communication on transactions between related parties will be disclosed only in the FRE of the following fiscal year.

It is also clarified that the universe of types of transactions to be informed in the FRE is larger than that of transactions to be disclosed in the form of communication on transactions between related parties, given that letters "d" and "e" of item II of Article 3 of the aforementioned Annex F are not excepted in the normative text of section 11.2 of Annex C, both annexes of CVM Resolution No. 80/22.

Considering the diversity of ways in which transactions between related parties can occur, it is not possible to establish, a priori, uniform and objective criteria or determine all situations that may demarcate the moment of occurrence of a transaction of this type.

However, without prejudice to the provisions of CVM Resolution No. 44/21, the SEP advises that the term "occurrence" be interpreted as the date of signing of the contract as per applicable legislation, which cannot exceed: (i) the date of signing of the contract, if any, that establishes the transaction or set of transactions between related parties; or (ii) in exceptional cases, where, due to the nature of the business or the circumstances of the case, it is not possible to adopt the moment of signing of the contract as a reference, the date of settlement of the transaction or the date of start of its execution, whichever occurs first. Depending on the criteria indicated in item II of the aforementioned Annex F (the characteristics of the operation; the nature of the related party's relationship with the issuer; and the nature and extent of the related party's interest in the operation), it is considered good practice for the company's administration, with the objective of maintaining a high level of transparency, to disclose the communication upon its approval by the competent corporate bodies, even with reservations regarding any conditions to be implemented for the conclusion of the business and without prejudice, as already observed, to the need to observe the provisions of CVM Resolution No. 44/21.

It is important that administrators, in the exercise of their fiduciary duties, implement internal controls that ensure the identification of these operations throughout the preliminary negotiation and timely disclosure upon their signing.

As per Annex F of CVM Resolution No. 80/22, only the following should be subject to disclosure:
I – the transaction or set of related transactions, whose total value exceeds the lower of the following values:
a) R$50,000,000.00 (fifty million reais); or b) 1% (one percent) of the issuer's total assets; and II – at the discretion of the administration, the transaction or set of related transactions whose total value is lower than the above parameters, considering: (a) the characteristics of the operation; (b) the nature of the related party's relationship with the issuer; and (c) the nature and extent of the related party's interest in the operation.

Regarding item I above, item III of Article 3 of Annex F of CVM Resolution No. 80/22 establishes that:
III – "related transactions" is understood as the set of similar transactions that have a logical relationship with each other due to their object or their parties, such as:
a) subsequent transactions that result from a first transaction already carried out, provided that this has established its main conditions, including the values involved; and b) transactions of continued duration that encompass periodic installments, provided that the values involved are already known.

In this sense, communications on transactions between related parties regarding contracts that the company's administration identifies as relevant must be disclosed within the deadline provided for in Article 33, item XXXII, of CVM Resolution No. 80/22, counted from the date of signing, renewal, or alteration of the contract being disclosed. The concept of relevance must take as a base the values described in Annex F and the best estimates of the administration, even if it is not possible, on the date of signing the contract, to determine the exact value that will result from its execution. Additionally,

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

it is recommended that these communications include a reference to the explanatory notes in the financial statements, as well as to the items in the reference form that detail the evolution of the described contract.

The hiring, for example, of a related party in 2017 to provide services totaling R$ 40 million would not be subject, in principle, to communication, provided that the company's management does not deem it relevant due to other factors. If, in 2018, there is a new hiring of the same related party to provide new services, with a new contract, totaling R$ 10 million, but which falls under the definition of related transaction set forth above, the transactions must be reported. The fact that the hires occur in different years does not remove the need for disclosure.

If, for example, there are monthly contracts with a related party and in a certain month the amount of R$ 50 million is reached, communication is required. If in the following month, there is a new contract of R$ 5 million, for example, no new disclosure is necessary. Communication is required only when a new amount of R$ 50 million (or 1% of the issuer's total assets) is reached, provided that these stages of the transaction have not been the subject of prior communication.

In all cases, even if it is not possible, on the date of the contract's execution, to determine the exact value that will result from its execution, the concept of relevance for the purpose of evaluating the obligation to disclose the communication must take into account the management's best estimates.

In cases of operations with variable amounts (for example, whose remuneration is a percentage of sales or linked to some index), the company must estimate the value of the contract in order to verify its classification in accordance with the provisions of Annex F of CVM Resolution No. 80/22.

Transactions referenced in foreign currency must be periodically reviewed to analyze their classification for disclosure.

The following do not need to be disclosed: (a) transactions between the issuer and its direct and indirect subsidiaries, except in cases where there is equity participation in the subsidiary by the issuer's direct or indirect controllers, its administrators, or persons linked to them; (b) transactions between the issuer's direct and indirect subsidiaries, except in cases where there is equity participation in the subsidiary by the issuer's direct or indirect controllers, its administrators, or persons linked to them; and (c) remuneration of administrators.

For illustrative purposes of the logic of incidence and non-incidence of the rule, see the organizational chart below:

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Imagine that the issuer reporting the information is A.
Transactions to be disclosed are (i) between A (or its subsidiaries Sub A1 and Sub A 2) and the Controller; and (ii) between A (or its subsidiaries Sub A1 and Sub A 2) and B.
There is no obligation to disclose (i) transactions between Sub A1 and Sub A2 with each other nor (ii) transactions between A and its subsidiaries. Such disclosure would only become mandatory if the Controller or B held equity in Sub A1 or Sub A2 by other means than via A 27.

It is highlighted that, according to the Collegiate's decision in Process CVM No. 19957.003597/2018-19, 28 ordinary and recurring cash and treasury management operations, carried out within the intervals of the tariff tables published by the contracted financial institutions, are exempt from disclosure under Annex F, even if they exceed the financial thresholds referred to in the regulation. The exemption does not cover the disclosure of transactions between related parties in the reference form and financial statements, in accordance with the specific applicable regulation, nor does it exempt administrators and controlling shareholders from the duties established in Law No. 6.404/76.

Still within the scope of the aforementioned decision, the CVM Collegiate understood the forwarding of the aforementioned process to the Market Development Superintendence (SDM), so that it could conduct studies on the subject, aiming at eventual regulatory changes that encompass the exemption currently treated.

It is also noted, the Collegiate's decision within Process CVM No. 19957.001316/2020-08 29, following the SEP's statement, which understood (i) it is reasonable to grant the exemption from compliance with CVM Resolution No. 80/22, article 33, item XXXII, for credit granting and banking services operations, routine in the case of financial institutions; and for transactions involving the issuer and sponsored entities, and (ii) on the other hand, it is not reasonable to exempt compliance with the cited regulation for transactions with subsidiaries where there is 27 This example considers only the controlling shareholder's equity participations, but the same logic applies to administrators. 28 See http://www.cvm.gov.br/decisoes/2018/20181227_R1/20181227_D1018.html. 29 See https://conteudo.cvm.gov.br/decisoes/2020/20200707_R1/20200707_D1848.html.

Controller
A
Sub A1 Sub A2
B

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

equity participation in the subsidiary by the issuer's direct or indirect controllers, its administrators, or persons linked to them, but at a level below 1%.

Considering the diversity of ways in which transactions between related parties can occur, it is not possible to establish, a priori, an exhaustive list of which would be the main terms and conditions to be highlighted in the communication. However, it is always important for the company to consider that the objective of the communication is to allow the investor to know — and thus monitor — the relevant transactions carried out by the company with related parties. In this sense, the communication must contain the information necessary for the investor to be able to evaluate whether the transaction was taken in the best interest of the company.

For example, in a sales or lease contract, it is essential that information about the transacted asset, the agreed price, and the settlement deadlines be disclosed, as well as other relevant information in the specific case. Moreover, still as an example, in the case of a loan or credit assignment, it is important that the investor has access, among other things, to understandable information regarding interest rates (including, if variable, which index is used), any guarantees provided or received by the company, and settlement deadlines. In other words, the communication must include the summarized information that the company's senior management itself should have access to, in good faith and diligently, to analyze whether the terms and conditions of the transaction are compatible with the terms and conditions practiced in the market.

The disclosure of this communication does not interfere with other legal and regulatory obligations to disclose information about transactions between related parties, such as those existing in the reference form or in the companies' financial statements.

It is recommended that issuers prepare and disclose a related-party transactions policy, approved by the board of directors, which provides for procedures and criteria that allow (i) the identification of related parties; (ii) the identification of suppliers, service providers, and customers who have transactions with parties related to the company; (iii) the criteria and procedures related to the selection of the counterparty, evaluation, and approval of contracts, with the objective of mitigating potential conflicts of interest and ensuring that all transactions with related parties are carried out in the interest of the company and on equitable conditions.

Whenever such a document exists, it must be forwarded via the Empresas.NET System, under the category “Related-Party Transactions Policy”.

The Brazilian Corporate Governance Code brings suggestions of practices to be adopted by issuers with the objective of ensuring the equity of operations. According to the aforementioned document, the board of directors must approve and implement a policy on transactions with related parties, which includes, among other rules:
a) provision that, prior to the approval of specific transactions or guidelines for contracting transactions, the board of directors requests from the management market alternatives to the transaction with the related party in question, adjusted by the risk factors involved;

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

b) prohibition of forms of remuneration for advisors, consultants, or intermediaries that generate conflicts of interest with the company, administrators, shareholders, or classes of shareholders; c) prohibition of loans in favor of the controller and administrators; d) the hypotheses of transactions with related parties that must be based on independent appraisal reports, prepared without the participation of any party involved in the transaction in question, whether bank, lawyer, specialized consulting company, among others, based on realistic premises and information endorsed by third parties; and e) that corporate restructuring involving related parties must ensure equitable treatment for all shareholders.

It is also recommended that the policy provides that transactions with related parties be analyzed by a statutory audit committee, when present, or another specific independent body, which would be responsible for evaluating the conditions under which such transactions are established and ensuring that they are carried out in the best interest of the company. The approval of these operations must be preceded by effective negotiation, in which persons without personal interests in the matter participate on behalf of the company, and it is also recommended to create approval tiers according to the relevance of the transaction.

4.17 Communication regarding indemnity contracts
In accordance with Circular Letter No. 9/2018/CVM/SEP, whenever a commitment to indemnity is provided for administrators, the company must forward, via the Empresas.NET System, the indemnity contracts, their amendments, and any other documents that also reflect the terms and conditions applicable to the indemnity regime.

In this sense, the associations to be used for the aforementioned submissions are: category “Indemnity Contracts” and types “Indemnity Contracts and Amendments” and “Other Documents Related to Indemnity Contracts”, according to the document to be forwarded.

It is suggested to consult the CVM Advisory Opinion No. 38, of September 25, 2018, Circular Letter No. 9/2018/CVM/SEP, and item 7.13 of this Circular Letter.

4.18 Equity-based remuneration plans
The company must disclose, via the Empresas.NET System, any equity-based remuneration plans it possesses, including stock purchase option plans.

Traditional stock purchase option plans must be archived in “IPE Online” within the Empresas.NET System, under the category “Option Plan”.

As for other equity-based remuneration plans, they must be archived under the category “Equity-Based Remuneration Plan (Except Option Plan)”.

The reference date of the document must represent the date of approval of the remuneration plan.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

All equity-based remuneration plans regarding the remuneration of administrators of the open company must be archived in the Empresas.NET System, even if the shares used in the plan are not issued by the company itself, but by a controlling, controlled, affiliated, or commonly controlled company.

Additionally, in the case of plan exercise, through the issuance of new shares of the open company, the corporate act of issuance of the aforementioned shares must be archived, which must contain, in addition to the quantity of shares issued, the new value of the social capital and its composition, the right of the new shares in any distribution of dividends or interest on equity capital that may be declared by the company.

4.19 Results Release
Companies that opt to disclose a results release must do so via “IPE Online” in the Empresas.NET System, category “Economic-Financial Data”, type “Press-Release”. This disclosure must, in principle, occur after the disclosure of the financial statements, annual or interim, that served as the basis for its preparation.

In preparing results releases, considering the risks arising from the disclosure of only a portion of the information contained in the financial statements, special attention must be paid to the observance of the principles contained in articles 15 to 17 of Resolution No. 80/22, particularly regarding the disclosure of complete, consistent information that does not mislead the investor.

In this sense, the content and form of the press release must be structured with the concern of avoiding the disclosure of information that might mislead the investor to a different conclusion than that which would be obtained after reading the complete financial statements. Among other aspects, positive and negative information of equal relevance included in the press release must be disclosed with the same prominence.

In the case of disclosure of non-accounting measurements, the principles contained in CVM Resolution No. 156/22 must always be observed, where applicable, especially regarding the need to reconcile these data with accounting numbers.

4.20 Presentation material to analysts/market agents
According to article 33, item XIV, of CVM Resolution No. 80/22, companies that hold public meetings with analysts and market agents must forward the material presented on the same day of its occurrence.

The submission must be made via “IPE Online” in the Empresas.NET System, under the category “Market Communication” and type “Presentations to Analysts / Market Agents”.

For equitable treatment of all market participants, this material must be sent before or simultaneously with the start of the meeting, containing all relevant information that will be addressed in it. The material must be easily understood, even by users who do not participate in the meeting.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

If additional information to that contained in the presentation material used is disclosed during the meeting, for example, as a result of questions formulated by meeting participants, these must be included in this material, which must be resubmitted via the Empresas.NET System, without prejudice to the provisions of article 3 of CVM Resolution No. 44/21, in cases where such information constitutes a relevant fact.

Appropriately, also with the aim of promoting equitable treatment for all market participants, presentations made by the company's management to the press must be disclosed. The disclosure must be made via “IPE Online” in the Empresas.NET System, under the category: “Market Communication” and the type: “Other communications not considered relevant facts”, considering, in particular, the provisions contained in CVM Resolution No. 44/21.

4.21 Market Maker
The activity of market maker is regulated by CVM Resolution No. 133/22. According to the definition given by article 2 of this Resolution, a market maker is a legal entity, duly registered with stock exchanges and over-the-counter organized market entities, interested in carrying out operations intended to foster the liquidity of securities registered for trading.

The market maker may exercise its activity autonomously or be hired by the issuer of the securities in which it specializes, by controlling, controlled, or affiliated companies of the issuer, or by any holders of securities who have an interest in forming a market for the papers of their ownership.

At the time of hiring or dismissal of the market maker, by the issuer or its controlling shareholder, the company must inform the CVM and the stock exchange or the over-the-counter organized market entity, as applicable: I – name and qualification of the market maker; II – the company's objective in the operation; III – the duration of the contract; IV – the quantity of shares in circulation in the market, by species and class, according to the definition contained in CVM Resolution No. 77/22; V – indication of any agreement or contract between the market maker and the controller, when applicable, regulating the exercise of voting rights or the purchase and sale of securities issued by the company.

In the case of hiring by another party than the issuing company or its controlling shareholder, the contracted institution must inform the fact to the stock exchange or the over-the-counter organized market entity, as applicable.

The market maker's activity seeks to establish a reference price for the trading of the asset, and its importance will be measured by the results obtained with its performance, since the possibility of buying and selling assets at any time encourages people to invest in these papers. Therefore, the SEP understands that both the hiring and dismissal of a market maker are decisions that may influence investors' decisions to buy, hold, or sell such securities in a considerable manner; thus, both the hiring and dismissal of a market maker must be informed to the market as a relevant fact, in accordance with CVM Resolution No. 44/21.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

4.22 Installation of the statutory audit committee and election of its members
Attention is called to the obligation to submit the communications provided for in items XXVIII and XXIX of article 33 and items XIX and XX of article 34 of CVM Resolution No. 80/22, including regarding the information of the curriculum of new members in case of changes in the committee's composition, which must be forwarded within 7 (seven) business days from the date of installation or change in composition.

For submission, one must use “IPE Online” in the Empresas.NET System, category “Market Communication”, type “Installation, change in composition, or dissolution of the statutory audit committee”.

The subjects are mandatory fields and are as follows: (i) Installation of the statutory audit committee; (ii) Change in the composition of the statutory audit committee; and (iii) Dissolution of the statutory audit committee.

4.23 Communication regarding the holding of live streams
On 26.08.2020, the SEP published Circular Letter No. 7/2020/CVM/SEP regarding the presentation of live streams with the presence of executives from open companies. The references made to CVM Instruction No. 358/02 and CVM Instruction No. 480/09 (with updates to article numbers), valid at the time, remain valid, being compatible with the respective commands of CVM Resolutions No. 44/21 and 80/22:

We have verified that the existence of uncertainties about the effect of the Covid-19 pandemic on the companies' performance, as well as the changes in work routines occurring in recent months, have fostered the more frequent holding of “lives”, that is, “live” transmissions of presentations with the presence of executives from open companies, usually organized by a third party, not the company itself.

Firstly, we emphasize that the same rules provided for in the norms dealing with the disclosure of information apply to such events, notably those that regulate the disclosure of relevant information (CVM Instruction No. 358/02) and establish general rules on the content and form of the information that issuers must observe (articles 14 to 19 of CVM Instruction No. 480/09), especially article 16, according to which the issuer must disclose information in a comprehensive, equitable, and simultaneous manner to the entire market.

Regarding the publicity of events of this nature, even if held on platforms open to the general public, it is important to note that, since they do not appear in the Company's Corporate Events Calendar and are organized by persons or entities unrelated to the company's management, we recommend that a market communication be disclosed in advance, informing the date, time, and internet address where the “live” will be transmitted, which will feature the participation of some company representative.

Furthermore, according to article 30, item XIV, of CVM Instruction No. 480/09, the issuer must submit via the Empresas.NET System the material presented in meetings with analysts and market agents, on the same day of the meeting or presentation. And, according to the guidance contained in item 4.20 of CIRCULAR LETTER/CVM/SEP/No. 2/2020, “for equitable treatment of all market participants, this material must be sent before or simultaneously with the start of the meeting, containing all relevant information that will be addressed in it”.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

COMMISSION OF SECURITIES AND EXCHANGES
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

The same guidance applies to the information to be disclosed in the aforementioned “live” session. Even if there is no visual presentation, in slides or any other format, the market announcement informing about the holding of the event must also contain a list of the topics to be discussed, and potentially the questions that will be asked, which must be obtained from the organizers if there is no pre-defined agenda established together with the company.

Again citing CIRCULAR OFFICE/CVM/SEP/No. 2/2020, “if during the meeting there is the disclosure of additional information to that contained in the presentation material used, for example, as a result of questions formulated by the meeting participants, these must be included in this material, which must be re-presented by the Empresas.NET System, without prejudice to the provisions of Article 3 of CVM Instruction No. 358/02, in cases where such information constitutes a relevant fact”.

If it is not possible to disclose the content of the presentation in advance, due to the impossibility of obtaining such information from the organizers, or due to a free presentation format, we recommend that the live session be held outside trading hours, preferably after market close, so that the IR team has time to prepare the material that should be disclosed after the end of the event in the Empresas.NET System, containing the main information disclosed at the event and that is not contained in the documents already disclosed by the company.

It is important to mention that, due to the scenario mentioned, this circular highlights and details guidance already contained in CIRCULAR OFFICE/CVM/SEP/No. 2/2020 and does not present innovations regarding the obligations provided for in Law 6.404/76 and CVM Instructions 358/02 and 480/09.

On 09/14/2020, due to questions sent to the Authority by market participants, the CVM released the following statement to clarify doubts about the guidance involving lives with executives:

The Superintendence of Corporate Relations of the Securities and Exchange Commission (SEP/CVM) received and answered questions from participants and market institutions — such as the Brazilian Association of Open Companies (Abrasca) and the Brazilian Institute of Investor Relations (IBRI) — regarding the guidance on lives with executives, published by the technical area on 8/26/2020.

Circular Office CVM/SEP 07/2020 highlights that the same rules provided for in the norms dealing with the disclosure of relevant information and the general rules on content and form of information apply to such online events.

Best practices
Regarding the doubts received after publication, SEP emphasizes that the most important thing is the compliance with the regulation applicable to open companies and that the recommendations of the CVM superintendence are the result of its supervision, especially in this period of the Covid-19 pandemic and confinement. Therefore, the non-adoption of the suggested practices will not be the object of sanctioning action by SEP, provided that the aforementioned regulation is complied with.

Additionally, the technical area explains that the administrators of the companies, in specific situations and with possession of a broader set of information, may adopt the practices they consider most appropriate, even if different from those cited in Circular Office CVM/SEP 07/2020.

Meetings
Regarding closed meetings carried out electronically and other events of a private nature, with groups of investors or other market agents, the technical area of the Authority clarified that they are not part of the events treated by the circular.

COMMISSION OF SECURITIES AND EXCHANGES
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Scope
SEP also informs that the terms “executives” and “representatives of the companies” were used in the circular in order to broaden the scope, because the technical area understands that any person who is speaking on behalf of the company (whether statutory administrator or not) must observe the regulation. Thus, the recommendations do not apply to a live with the participation of a statutory director speaking about their career or their studies, or even a discussion about a certain production technique, but they affect a live broadcast with the participation of a non-statutory director speaking about information of interest to the capital market, to shareholders and to investors in general.

Furthermore, the technical area emphasizes that the disclosure rules do not apply only to the statutory board, but also to the board of directors, to its controllers and any other bodies with technical or advisory functions.

4.24 Operational data and metrics
It is verified that, with some frequency, companies have been disclosing operational data and metrics through a market announcement. In principle, there is no impediment to making such disclosure by Announcement, provided that this information does not constitute a relevant fact in terms of CVM Resolution No. 44/21. For this, the data or metrics disclosed must not allow a direct inference about the financial result of the company, nor must they represent a multiple that is commonly used for the calculation of the valuation of a company from that sector, because in these cases we are facing a possible anticipation of financial information, information of a relevant nature according to item 3.2.2 of this Circular.

If the company adopts the practice of disclosing operational data and metrics, it is recommended that this practice be provided for in its disclosure policy, containing the following requirements: (i) establish which data or metrics will be disclosed, containing a precise definition of the indicator, if necessary; (ii) define the frequency of disclosure (monthly, quarterly, etc.); (iii) fix the date, or period, for the said disclosure (for example, between the 5th and 7th business day of each month); and (iv) determine that the disclosure be made with regular frequency, thus avoiding discretion in disclosure. Furthermore, it is recommended that the alteration of the policy, to include or exclude such provision, be preceded or accompanied by the disclosure of a relevant fact on the subject.

It is emphasized that, even if the disclosure of data and metrics through a market announcement is provided for in its policy, the administration of the company must evaluate, for each disclosure, the eventual need to make the disclosure through a relevant fact, mainly if the data contained therein present a large variation compared to previous periods or market expectation. In addition, if the disclosure of these operational data and metrics results from a regulatory requirement of the regulatory body or the Granting Authority, or from a contractual clause, as in the case of concession contracts, it is recommended to include in the market announcement the reference to the document that requires such disclosure.

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4.25 Communication on corporate demands
As provided for in item XLIII of article 33 of CVM Resolution No. 80/22, issuers registered in category A must send the document “Communication on corporate demands”, in accordance with the terms and deadlines established in Annex I of the same Resolution.

Corporate demand is considered for the purposes of the aforementioned Annex I any judicial or arbitral process whose requests are, in whole or in part, based on corporate or securities market legislation, or on the norms issued by the CVM. Article 2 of Annex I provides for the sending of the main information related to the demand and the deadlines for sending.

It is important to highlight that the news about the instigation of the arbitral procedure must be sent within 7 (seven) business days from, as the party appears in the condition of claimant or defendant, the presentation of the request for its instigation or its receipt, and not from the instigation itself.

It is worth clarifying that the obligation to communicate on corporate demands consists of an informational obligation independent of the evaluation of the company's administration regarding the characterization of the information as a relevant fact, and nor does it confuse with the obligation to disclose information regarding judicial, administrative or arbitral processes in which the issuer or its controlled companies are party in items 4.4 to 4.6 of the reference form. These are specific obligations, to which the issuers are subject, in accordance with each applicable norm, and which compose, in a systematic way, the informational regime imposed on open companies.

In this sense, it is clarified that, as provided for in paragraphs 3 and 4 of article 1 of Annex I, in the event that information about the existence of a demand or any of its developments constitutes a relevant act or fact, in accordance with the terms established in a specific norm, the issuer must also observe the terms and deadlines established in that norm. In this case, it is optional for the issuer to disclose only the notice of relevant fact, provided that it contains all the information required by the aforementioned Annex I and clarifies that the disclosure is made in compliance with both the present norm and the specific norm on the disclosure of information about an act or relevant fact.

4.26 Report of financial information related to sustainability
With the advent of CVM Resolution No. 193/23, which provides for the preparation and disclosure of the report of financial information related to sustainability, based on the international standard issued by the International Sustainability Standards Board – ISSB, the option of preparation and disclosure of a report of financial information related to sustainability, by open companies, based on the international standard issued by the ISSB, is established on a voluntary basis, starting from the social exercises started on or after January 1, 2024. It is established, for open companies, the obligation to prepare and disclose the report of financial information related to sustainability, based on ISSB norms, starting from the social exercises started on or after January 1, 2026. The entities must archive the report of financial information related to sustainability through an electronic system available on the CVM page on the worldwide web, observing the following deadlines:

I – in voluntary adoption and in the first social exercise of mandatory adoption: on the same date of delivery of the reference form; and

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II - from the second social exercise of mandatory adoption: within 3 (three) months counted from the end of the social exercise or on the same date of sending the financial statements, whichever comes first.

4.27 Clawback policy
The specific clawback policy must be archived through the Empresas.NET System in the category “Information Provided to Foreign Exchanges”, with the subject “Clawback Policy”.

If the company chooses to include clawback clauses/hypotheses in the remuneration policy, it would be necessary to approve its alteration, including the clawback clauses/hypotheses and present it, through the Empresas.NET System, in the category “Remuneration Policy”.

5 Common Guidelines for Periodic and Eventual Information
5.1 Cooperation Agreement CVM and B3 – Brasil, Bolsa, Balcão (B3)
On 12/13/2011, in order to avoid overlap of efforts, the CVM and B3 – Brasil, Bolsa, Balcão (B3) signed an agreement establishing mechanisms of cooperation and organization of the inspection activities carried out by the CVM and by this exchange, within their competences, regarding the monitoring of the disclosure of the provision of information to the market by issuers with securities traded on the exchange.

As provided for in the agreement, SEP and the Issuers Directorate of B3 also signed, on 12/13/2011, a Work Plan, which was subsequently updated on 12/28/2018 and on 02/05/2024, establishing the information and documents whose disclosure will be supervised by B3 and how the action of SEP will take place in support of the exchange, whether by exercising consulting and training activity, or by acting with the companies, in cases where the requests of the exchange are not met.

In this way, the attention of issuers with securities traded on B3 is called to the need to meet the requests that may be issued by the exchange based on the aforementioned agreement.

The full version of the agreement can be consulted at the link https://conteudo.cvm.gov.br/export/sites/cvm/convenios/anexos/Convenio_CVM_e_B3.pdf.

5.2 General guidelines
The forwarding of periodic and eventual information provided for in CVM Resolution No. 80/22, in CVM Resolution No. 81/22, in article 28 of CVM Resolution No. 23/21 and in CVM Resolution No. 44/21 must be done through the Empresas.NET System (see Chapter 9).

The final deadlines for the delivery of periodic and eventual information are non-extendable, since there is no express authorization in the legislation to authorize, for any reason, a request for extension of the deadline for the delivery of this information.

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For information whose delivery deadline is not stipulated in CVM Resolution No. 80/22 in business days, it is worth informing that, coinciding with Saturday, Sunday or national holiday, the final date for the presentation of periodic and eventual information will be the next business day, as established by article 66 of Law No. 9.784/99.

The issuer who fails to comply with the obligations of delivery of periodic information provided for in CVM Resolution No. 80/22 will be subject to a daily coercive fine (see item 2.14), according to the values related in Annex 3 of CVM Resolution No. 47/21, without prejudice to the assessment of eventual responsibilities of the administrators for non-compliance with the deadlines (and, when applicable, the intervener, the trustee, the judicial administrator, the judicial manager or the liquidator), in accordance with articles 9, item V, and 11 of Law No. 6.385/76.

Furthermore, it is emphasized that it constitutes a serious offense, for the purposes provided for in paragraph 3 of article 11 of Law No. 6.385/76, the transgression to the provisions of CVM Resolution No. 44/21, as provided for in its article 19, as well as the disclosure to the market or delivery to the CVM of false, incomplete, imprecise information that induces the investor to error and the repeated non-observance of the deadlines fixed for the presentation of eventual information provided for in CVM Resolution No. 80/22, in accordance with its article 65.

Without prejudice to the provisions of the two previous paragraphs, it is highlighted that the company must keep the market informed about any difficulty in meeting the deadlines provided for the presentation of periodic and eventual information. The DRI of the company must evaluate the form of disclosure in each concrete case, being certain that on some occasions it may be a relevant fact.

In this disclosure, it must be informed at least if: (a) that the company will not disclose the said periodic information within the deadlines established in the Corporate Law or in specific norms regarding the subject; (b) the reasons why the company will not be able to meet the deadline; (c) the effective measures that are being adopted to correct the problem; and (d) the estimated deadline, within reasonableness, for the disclosure of the periodic information that will not be timely disclosed.

In order for the documents related to periodic and eventual information to be prepared and delivered in an integral way, together with the CVM, it is recommended to companies to observe the following minimum requirements of legibility and clarity in the preparation of this information:

a) The texts may not exceed the minimum margin limits that allow their printing, nor should they be overlapped by graphic elements, tables, headers, etc.; b) The content must have sufficient resolution for its electronic or printed reproduction; c) Page numbering must not contain repetitions, as well as section numbering must be respected; d) Analytical indexes and cross-references must faithfully reflect the pages on which each content is located; e) The minimum limit for font body is 7 pt, especially for covers and tables; f) The logical integrity of the disclosed file must be preserved, without presenting defective pages; g) No text or image may be cut, totally or partially;

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h) Numbered and alphabetical lists must be correctly sequenced and without repetitions, in a unified and continuous way; and i) Practices that prioritize fluency in reading and consultation of information must be used;

Although not crucial, the following should also be observed:

a) Page and paragraph breaks that prevent truncated reading, in order to avoid “orphan” and “widow” lines; b) Use of typography and font body consistent throughout the document; c) Consistency in sequences of alphabetical and numbered lists, in order to prevent doubts regarding the logical structure of the document; d) Consistent page size throughout the same document; e) Avoid the improper separation of titles, table headers or footnotes, from their respective contents, on two pages; f) Pay attention to misaligned or poorly formatted tables, which make it difficult to understand the information; g) In pages of files that have been digitized, avoid the presence of stains resulting from the digitization process, such as wires and black margins; h) Signatures should be omitted or replaced with the expression “/s/” – indication that the original contains the signature of the person responsible for the information; i) Observe the optimization of page and section spaces; and j) Avoid blank pages with repetition of headers and/or footers.

It is alerted that, despite the lack, in the current regulatory framework, of express provision on minimum content to be considered when publishing in summary form the other documents listed in Law No. 6.404/76, this act must be understood as part of the set of information provided by the issuer to the market, which implies the observance of articles 15 and 16 of CVM Resolution No. 80/22, by which, in the document published in summary form, it must contain: (i) that it is summarized information that should not be considered in isolation for decision making; and (ii) the electronic addresses of the large circulation newspaper, the CVM, and the B3 (in the case of a listed company) where the full text of the document is located.

Although the company publishes the full text in the printed newspaper, instead of the summary form, of the mandatory publication, no legal provision is envisaged that dispenses with the publication of the full text of the document on the newspaper's page on the internet, according to the current wording of article 289, item I, of Law No. 6.404/76. Smaller open companies, that is, those that have earned annual gross revenue less than R$ 500,000,000.00 (five hundred million reais), verified based on the financial statements closing the last social exercise, have the option to carry out the publications ordered in Law No. 6.404/76, or provided for in the regulation issued by the CVM through the Empresas.NET or Fundos.NET Systems, as the case may be. The exercise of the cited faculty takes place in accordance with the terms defined by CVM Resolution No. 166/22, being certain that the provisions of such Resolution do not alter the obligations of smaller open companies regarding compliance with the obligations provided for: I – in the specific regulation that provides for the registration and provision of periodic and eventual information by issuers of securities admitted to trading in regulated securities markets; and II – in the specific regulation that provides for the disclosure of information about an act or relevant fact.

The publications will always be made in the same newspaper, chosen in a board of directors meeting, and any change must be preceded by a notice to shareholders in the minutes of the General Shareholders' Meeting, in accordance with paragraph 3 of article 289, of Law No. 6.404/76.

Regarding this, it is understood that the wording of paragraph 3 of article 289 of Law No. 6.404/76 refers to any change caused by the company. Considering that, at this time, ceasing to publish in official organs is an alteration in disclosure resulting from the Law, SEP understands that it is sufficient for the company to update the registration form, in the item “Disclosure Channels”, and make available a notice to shareholders clarifying that the change was motivated by the alteration of the legislation.

5.3 Obligation to maintain a page on the worldwide web
CVM Resolution No. 80/22 determines, in its article 14, that the issuer must send to the CVM and to the entities administering the markets in which its securities are admitted to trading the periodic and eventual information, according to content, form and deadlines established in Chapter IV of the Resolution, which provides, among other things, for the obligation of sending through an electronic system available on the CVM page on the worldwide web.

The issuer registered in category A must also place and maintain the information disclosed by it on its page on the worldwide web for 3 (three) years, counted from the date of disclosure.

It is emphasized that this archiving rule refers to all periodic and eventual information provided for in the legislation and in the regulation issued by the CVM, not limiting itself only to those listed in article 33 of CVM Resolution No. 80/22. Thus, there is a need to archive the communications provided for in CVM Resolution No. 44/21, such as, for example, those regulated in articles 11 and 12 of this Resolution.

It is also worth clarifying that there is a need for the effective archiving of information on the company's page. The simple insertion of a link on the company's page, directing investors to the documents archived on the CVM or exchange website, in the Empresas.NET System, is not considered as a valid procedure for compliance with the provisions of the norm.

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Although not mandatory, it is recommended that companies registered in Category B place and maintain the periodic and occasional information provided in compliance with Articles 22 and 34 of CVM Resolution No. 80/22 on their own page on the World Wide Web, similar to what is required for companies registered in Category A by Article 14, paragraph 1, of the aforementioned Resolution.

5.4 Request for Confidentiality
In accordance with Article 7 of CVM Resolution No. 44/21, the CVM, upon request by administrators, any shareholder, or on its own initiative, may decide on the provision of information that has not been disclosed, in the form of the caput of Article 6 of the same Resolution.

Such request must be addressed to the SEP via (i) electronic correspondence addressed to the institutional address of the SEP (sep@cvm.gov.br) with the subject line “request for confidentiality”; or (ii) a sealed envelope, which must contain the word “confidential”, in accordance with Article 7, paragraph 1, of CVM Resolution No. 44/21.

It should be noted that, in accordance with Article 61 of CVM Resolution No. 80/22, the SEP may request the sending of additional information and documents beyond those required by this Resolution or ask for clarification on information and documents sent, by means of communication sent to the issuer, granting a deadline for compliance with the request. Such information and documents will be considered public by the SEP, as provided in paragraph 2 of Article 61 of Resolution No. 80/22.

As provided in Article 61, paragraph 3, of CVM Resolution No. 80/22, exceptional requests for confidential treatment of such information and documents must be forwarded to the SEP and accompanied by the presentation of the reasons why the issuer believes that its disclosure to the public would put at risk a legitimate interest of the issuer.

According to paragraphs 4 and 5 of Article 61 of CVM Resolution No. 80/22, confidential information must be sent inside a sealed envelope, addressed to the SEP, with the word “confidential” appearing on the envelope, and the issuer and its administrators, directly or through the DRI, will be responsible for immediately disclosing to the market the information for which the SEP has approved confidential treatment, in the event that the information escapes control or there is atypical fluctuation in the quotation, price, or quantity traded of the issuer's securities.

In accordance with paragraph 1 of Article 61 of CVM Resolution No. 80/22, the SEP may, in any manner, determine that the issuer disclose the information or document, if it considers that the information and documents subject to the request are relevant or differ in some way from what was previously disclosed by the issuer.

5.5 Documents in Foreign Language
By analogy to that provided in Article 22, paragraph 1, of Law No. 9.784/99 and observing the interpretation given to Article 13 of the Federal Constitution combined with Article 224 of the Brazilian Civil Code, all documents drafted in a foreign language to have legal effects in the country must be translated into Portuguese, the official language in Brazil, which is why all information and documents submitted via the Empresas.NET System must also be translated into Portuguese.

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Formal documents governing the social relations of the issuer, such as shareholders' agreements, bylaws, or similar, must be translated by a sworn translator into Portuguese.

In this sense, documents submitted to foreign exchanges that must be disclosed by the issuer may, if necessary, exceptionally, be filed in a foreign language, and the issuer must provide for the subsequent filing of the translated version of the document in the shortest possible time.

Furthermore, it is emphasized that companies listed on B3's Novo Mercado must observe the rules established regarding the disclosure of documents in English.

6 Special Rules on Issuers
6.1 Large Market Exposure Issuers (EGEM) and frequent fixed-income issuer
In accordance with Article 38 of CVM Resolution No. 80/22, large market exposure issuers are those that cumulatively meet the following requirements:
a) have shares traded on an exchange for at least 3 (three) years; b) have timely fulfilled their periodic obligations in the last 12 (twelve) months; and c) whose market value of outstanding shares is equal to or greater than R$ 5,000,000,000.00 (five billion reais), according to the closing quotation on the last business day of the quarter prior to the date of the registration request for the public distribution offer of securities.

The status of large market exposure issuer must be declared by the issuer in the registration request for the public distribution offer of securities, by means of a document signed by the DRI containing:
a) a declaration that the issuer meets the requirements indicated above; and b) a calculation memo made by the issuer to verify the market value of outstanding shares.

In accordance with Article 38-A of CVM Resolution No. 80/22, as amended by CVM Resolution No. 162/22, a frequent fixed-income issuer is one that:
a) is considered a large market exposure issuer, in accordance with Article 38; or b) cumulatively meets the following requirements:
b.1) is registered in Categories A or B for more than 24 (twenty-four) months and is in the operational phase;

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b.2) has fulfilled its periodic obligations in the last 12 (twelve) months; and b.3) in the last 4 (four) fiscal years:
b.3.1 ‒ has made public offers, subject to the ordinary registration procedure for distribution, in a total amount equal to or greater than R$ 500,000,000.00 (five hundred million reais) of the fixed-income securities it intends to offer; or b.3.2 ‒ has made at least 2 (two) public offers, subject to the ordinary registration procedure for distribution, of the fixed-income securities it intends to offer.

The status of frequent fixed-income issuer must be declared by the issuer in the registration request for the public distribution offer of securities, by means of a document signed by the DRI containing:
a) in the case of the letter “a” above, documents provided in the sole paragraph of Article 38; or b) a declaration that the issuer meets the letters “b.1” and “b.2” above; and c) a calculation memo made by the issuer to verify the letter “b.3” above.

It should be highlighted that, if the requirements and procedures listed in CVM Resolution No. 160/22 are met, the registration of the offer is not subject to prior analysis by the CVM, and the distribution can be carried out automatically for a subsequent public offer, in the case of EGEM, for the distribution of shares, subscription bonuses, convertible or exchangeable debentures, and deposit certificates on these securities, and in the case of a frequent fixed-income issuer, for non-convertible or non-exchangeable debentures, or other types of debt-representative securities.

6.2 Issuers in Special Situation
6.2.1 Issuers in Extrajudicial Recovery
In addition to the periodic and occasional information provided in Sections II and III of Chapter IV of CVM Resolution No. 80/22, issuers in extrajudicial recovery must send to the CVM reports on compliance with the payment schedule and other obligations established in the extrajudicial recovery plan, with a frequency not exceeding 90 (ninety) days, as provided in Article 39 of the Resolution. These reports must be forwarded via “IPE Online” in the Empresas.NET System, category “Information of companies in judicial or extrajudicial recovery”, type “Compliance Report with the Plan”.

It is alerted that paragraph 3 of Article 48 of CVM Resolution No. 80/22 provides that whenever an issuer in a special situation has its administrators replaced by a liquidator, judicial administrator, judicial manager, intervener, or similar figure, this person will be equated to the DRI for all purposes provided in the legislation and regulation of the securities market.

It should be noted that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, particularly regarding the change in the company's status and its responsible person, by sending the registration form, within 7 (seven) business days counted from the event that caused the alteration, without prejudice to the confirmation of the information contained in the Form until May 31 of each year, in accordance with Article 24 of CVM Resolution No. 80/22.

6.2.2 Issuers in Judicial Recovery
Article 40 of CVM Resolution No. 80/22 exempts issuers in judicial recovery from submitting the reference form, and this exemption remains valid until the submission to court of the detailed report at the end of the recovery process.

Notwithstanding, according to the sole paragraph of said article, an issuer in judicial recovery registered in Category A authorized by a market administrator entity to trade shares or deposit certificates of shares on a stock exchange must submit the reference form filled out with sections 2, 4, 8, and 13, and with items 6.1, 6.2, 7.3, and 7.4, until the presentation to court of the detailed report at the end of the process, observing the provisions of paragraph 3 of Article 25 of this Resolution.

Furthermore, these issuers must forward, via “IPE Online” in the Empresas.NET System, the other periodic and occasional information provided in the Resolution, including the following information provided in its Article 41, on the same day of its presentation to the court:
a) monthly financial statements accompanied by the judicial administrator's report, in the category “Information of Companies in Judicial or Extrajudicial Recovery”, type “Monthly Financial Statements”; and b) detailed report presented by the judicial administrator at the end of the recovery, in the category “Information of Companies in Judicial or Extrajudicial Recovery”, type “Detailed Report”.

It is important to highlight, regarding item I of Article 41 of CVM Resolution No. 80/22, that in the event of a mismatch between the date of presentation of the monthly financial statements to the court handling the judicial recovery and the date of the actual preparation and delivery of the judicial administrator's report, for filing purposes on the CVM website, the company must ensure the content of the information provided there, and once any leak of preliminary financial data occurs, it is the responsibility of the company's administration and, in particular, its DRI to analyze the potential impact of this leak on the trading of the company's shares and, if applicable, to manifest itself immediately, via “IPE Online” of the Empresas.NET System, respecting the disclosure procedures for material events as set forth in item 4.1 of this Circular Letter.

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In addition to sending the aforementioned documents, issuers must update their registration data with the CVM, particularly regarding the change in the company's status and its responsible person, by sending the registration form, within 7 (seven) business days counted from the event that caused the alteration, without prejudice to the confirmation of the information contained in the Form until May 31 of each year, in accordance with Article 24 of CVM Resolution No. 80/22. It should be noted that the responsible person's data must also be updated via the Empresas.NET System (see item 3.3.1 and Chapter 9).

6.2.3 Issuers in Bankruptcy
According to Article 42 of CVM Resolution No. 80/22, an issuer in bankruptcy is exempt from providing the periodic information referred to in Section II of Chapter IV of CVM Resolution No. 80/22, except for the registration form, in accordance with Article 24 and its sole paragraph.

In addition to what is required by Articles 33 and 34, these issuers must send to the CVM, via “IPE Online” in the Empresas.NET System, the occasional information provided in Article 43 of CVM Resolution No. 80/22, within the respective specified deadlines:
a) report on the causes and circumstances that led to the bankruptcy situation, in the category “Information of Companies in Bankruptcy”, type “Causes and circumstances of bankruptcy”; b) administrative financial statements, in the category “Information of Companies in Bankruptcy”, type “Administrative Financial Statements”; c) any other accounting information presented to the judge in the bankruptcy process, in the category “Information of Companies in Bankruptcy”, type “Other accounting information”; d) accounts presented at the end of the bankruptcy process, in the category “Information of Companies in Bankruptcy”, type “Accounts presented at the end of the bankruptcy process”; e) final report on the bankruptcy process, in the category “Information of Companies in Bankruptcy”, type “Final Report”; and f) sentence closing the bankruptcy process, in the category “Information of Companies in Bankruptcy”, type “Closing Sentence”.

It is alerted that paragraph 3 of Article 48 of CVM Resolution No. 80/22 provides that, whenever an issuer in a special situation has its administrators replaced by a liquidator, judicial administrator, judicial manager, intervener, or similar figure, this person will be equated to the DRI for all purposes provided in the legislation and regulation of the securities market.

6.2.4 Issuers in Liquidation
According to Article 44 of CVM Resolution No. 80/22, an issuer in liquidation is exempt from providing the periodic information referred to in Section II of Chapter IV of CVM Resolution No. 80/22, except for the registration form, in accordance with Article 24 and its sole paragraph.

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Furthermore, these issuers must send to the CVM, via “IPE Online” in the Empresas.NET System, the occasional information provided in the Resolution, including the following information listed in Article 45 of CVM Resolution No. 80/22, within the respective specified deadlines:
a) act of appointment, dismissal, or substitution of the liquidator, in the category “Information of Companies in Liquidation”, types “Appointment of liquidator”, “Dismissal of liquidator”, or “Substitution of liquidator”, as applicable; b) general list of creditors prepared by the liquidator, in the category “Information of Companies in Liquidation”, type “General list of creditors”; c) definitive general list of creditors, in the category “Information of Companies in Liquidation”, type “Definitive general list of creditors”; d) final report and balance sheet of the liquidation, in the category “Information of Companies in Liquidation”, type “Final Report and Balance Sheet of Liquidation”; e) other reports, opinions, and accounting information, in the category “Information of Companies in Liquidation”, type “Other reports, opinions, and accounting information”; and f) act closing the liquidation, in the category “Information of Companies in Liquidation”, type “Act closing the liquidation”.

7 Relevant Corporate Events and Other Guidelines
7.1 Common Guidelines for Ordinary and Extraordinary General Assemblies
7.1.1 Representation of Shareholders in Assembly
Paragraph 1 of Article 126 of Law No. 6.404/76 establishes that a shareholder may be represented in an assembly by a proxy constituted less than 1 (one) year ago, who is a shareholder, administrator of the company, or lawyer, and in the case of a public company, the proxy may also be a financial institution, with the fund manager representing the co-owners.

The CVM Collegiate, in a meeting held on 04.11.2014 (CVM Process No. RJ2014/3578) 30, understood that corporate shareholders may be represented in shareholders' assemblies by their legal representatives or through duly constituted mandataries, in accordance with the constitutive acts of the society and with the rules of the Civil Code. In this way, there is no need for this mandatary to be a shareholder, administrator of the company, or lawyer.

CVM Resolution No. 81/22 provides, in its Article 6, that the call announcement must list the documents required for shareholders to be admitted to the assembly.

The Resolution allows the company to request the prior deposit of the documents mentioned in the call announcement, if the bylaws contain a provision on the subject, but determines that a shareholder who attends the assembly armed with the required documents may participate and vote, even if they have failed to deposit them previously.

Thus, the impediment of participation in an assembly by a shareholder's representative who has failed to adopt the procedure of prior delivery of the instrument of proxy as established by the company constitutes a violation of Law No. 6.404/76 and Article 6 of CVM Resolution No. 81/22.

In a meeting held on 24.06.2008 (CVM Process No. RJ2008/1794) 31, the CVM Collegiate issued an understanding that, although Law No. 6.404/76 conditions the representation of shareholders on the presentation of a proxy, neither the Civil Code nor the Corporations Law require the notarization or consularization of the proxies. In this way, the company may always, at its discretion, dispense with the notarization and consularization of the instruments of proxy granted by shareholders to their representatives.

The Collegiate also understood that there is no obstacle to proxies being granted electronically, given, moreover, that Provisional Measure No. 2200-2/01 expressly recognizes the legal validity of documents signed electronically. According to the decision, any mechanism that ensures the authenticity and integrity of electronic proxies and is admitted as valid by the involved parties, notably the company, may be used for this purpose.

7.1.2 Public Requests for Proxy
CVM Resolution No. 81/22, which regulated the information and documents that companies must disclose to instruct the exercise of voting rights of their shareholders in assemblies, also established rules to discipline public requests for proxy for the exercise of voting rights.

For the purposes of CVM Resolution No. 81/22, public requests for proxy are considered:
a) requests that use public means of communication, such as television, radio, magazines, newspapers, and pages on the World Wide Web; b) requests addressed to more than 5 (five) shareholders, when promoted, directly or indirectly, by the administration or by a controlling shareholder; and

30 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D17.html.
31 See http://conteudo.cvm.gov.br/decisoes/2008/20080624_R1/20080624_D02.html.

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

c) requests directed to more than 10 (ten) shareholders, when promoted by any other person.
Proxy requests that do not fall under any of the above hypotheses will be considered private requests, not subject to the procedures provided for in the aforementioned Resolution.
It is noted that investment funds whose decisions on the exercise of voting rights at meetings are taken discretely by the same manager are considered as a single shareholder, under the terms of CVM Resolution No. 81/22.
According to the Resolution, any public request for a proxy to exercise voting rights must be sent to all shareholders with voting rights at the meeting in question.
A copy of the draft proxy and the other information required by Article 51 of the Resolution, including the identification of the natural or legal persons who promoted, organized, or funded the proxy request, even if partially, must be forwarded to the CVM, on the date the request begins, through “IPE Online” in the Empresas.NET System, category “Assembly”, type “AGO”, “AGO/E”, “AGE” or “AGESP”, as applicable, species “Material related to public proxy requests”. To fulfill this obligation, interested shareholders must forward the public proxy request, accompanied by all information required by Article 51 of CVM Resolution No. 81/22, to the DRI by the business day prior to the start date of the request (Article 54, paragraph 1, of the same Resolution). In line with Law No. 6.404/76, CVM Resolution No. 81/22 determines that proxies subject to public requests must:
a) indicate a proxy to vote in favor, a proxy to abstain, and another proxy to vote against each of the proposals subject to the request; b) expressly indicate how the proxy should vote regarding each of the proposals or, if applicable, if they should abstain regarding such proposals; and c) be restricted to a single meeting.
When the public proxy request is made by the company, the administration must communicate to the market its intention to make the request up to 10 (ten) business days before the start of the campaign, indicating the matters for which proxies will be requested.
The objective of this rule is to enable shareholders of the company to have sufficient time to organize before the general meeting.
In this sense, the regulation stipulates that proxies subject to public requests promoted by the administration regarding the election of administrators and members of the fiscal council must allow the shareholder to vote both on candidates indicated by the administration and on candidates indicated by shareholders representing at least 0.5% (zero point five percent) of the share capital.

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Shareholders representing at least 0.5% (zero point five percent) of the share capital of the public company may also obtain a list containing the addresses of all other shareholders of the company, free of charge (see item 7.1.3).
Regarding the costs related to the public proxy request, CVM Resolution No. 81/22 establishes, in its Article 60, that requests promoted by the administration may be funded by the company. In the case of requests formulated by shareholders representing at least 0.5% (zero point five percent) of the share capital, the regulation provides that only expenses resulting from the following are reimbursable:
a) publication of up to 3 (three) announcements in the same newspaper in which the company publishes its financial statements; and b) printing and sending of proxy requests to the company's shareholders.
If the proposal supported by the shareholders is approved or at least one of the candidates supported by them is elected, the company must bear the total value of the reimbursable expenses incurred.
On the other hand, if the shareholders' proposal is not accepted or the candidates supported by them are not elected, the company is obliged to reimburse only 50% (fifty percent) of the reimbursable expenses.
Reimbursement must be made within 10 (ten) business days from the receipt of the request submitted to the company, which must be accompanied by all supporting documents for the reimbursable expenses incurred.
A company that accepts electronic proxies through a system on the worldwide computer network is not obliged to reimburse shareholders for expenses incurred with the realization of public proxy requests to exercise voting rights (Article 60 of CVM Resolution No. 81/22).
It is worth noting that companies that adopt remote voting, in accordance with CVM Resolution No. 81/22, and wish to make a public proxy request must disclose, together with the communication to the market of their intention to make the request (Article 55 of CVM Resolution No. 81/22), all valid requests for inclusion of proposals and candidates received so far, according to Article 41 of CVM Resolution No. 81/22 (see item 7.2).

7.1.3 Request for shareholder address list (Article 126, paragraph 3, of Law No. 6.404/76)
The purpose of accessing the address list of Article 126, paragraph 3, of Law No. 6.404/76 is to allow the representation of shareholders by proxy at meetings, regardless of prior request for proxy by the company itself, increasing the possibilities of organizing non-controlling shareholders, aiming to exercise voting rights. If the shareholder wishes to obtain the addresses of other shareholders for any other purpose than contacting them to represent them in meetings, using proxies, Article 126 cannot be invoked. The explicit reference of paragraph 3 of Article 126 to paragraph 1 of the same article, combined with the fact that the matter is regulated in the article that deals with representation at meetings, leaves no doubt about the need for a convened meeting, or imminent to be convened, for the rule of paragraph 3 to apply.

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CVM Resolution No. 81/22, which regulates public proxy requests to exercise voting rights, also disciplines the matter.
According to the Resolution, requests for address lists formulated by shareholders holding 0.5% (zero point five percent) or more of the share capital of the public company, based on Article 126, paragraph 3, of Law No. 6.404/76, must be attended to by the company within, at most, 3 (three) business days, and the company is prohibited from: (a) requiring any other justifications for the request; (b) charging for the provision of the shareholder list; or (c) conditioning the approval of the request to the fulfillment of any formalities or the presentation of any documents not provided for in paragraph 2 of Article 126, namely: (i) contain all necessary information elements to exercise the requested vote; (ii) allow the shareholder to exercise a vote contrary to the decision by indicating another proxy to exercise this vote; and (iii) be directed to all holders of shares whose addresses are in the company's registers. Furthermore, according to CVM Resolution No. 81/22, the address list must list all shareholders in descending order, according to their respective number of shares, and it is unnecessary to identify the shareholding participation of each. It is emphasized that the address list provided by the company must be linked to the respective names of the shareholders. The absence of this linkage, in addition to making it difficult for non-controlling shareholders to organize, constitutes a violation of the right provided for in paragraph 3 of Article 126 of Law No. 6.404/76, according to the understanding stated by the SEP within CVM Process No. 19957.000786/2021-27.

7.1.4 Installation of the Fiscal Council and election of its members
Law No. 6.404/76 established, in Article 161, paragraph 4, item “a”, that holders of preferred shares without voting rights or with restricted voting rights have the right to elect, in separate voting, one member and respective alternate; the same right will have minority shareholders, provided they represent, together, ten percent or more of the shares with voting rights.
Article 240 of Law No. 6.404/76 also ensures that the functioning of the fiscal council will be permanent in mixed-economy companies and that one of its members, and respective alternate, will be elected by minority ordinary shares and another by preferred shares, if any.
Interpreting Article 161, paragraph 4, item “a”, of Law No. 6.404/76, the CVM stated, through CVM Orientation Opinion No. 19/90, that in order not to become merely nominal the right attributed by it to preferred shareholders, it must be understood that, from the separate voting of these shareholders for the election of their representative on the fiscal council, controlling shareholders cannot participate, even if they also hold preferred shares. Such participation, if admitted, would result in effective restriction of the essential right to monitor and inequitable representation of interests, often contrary, which the Law sought to protect. In this sense, the understanding of the SEP, in consonance with the provisions of Orientation Opinion No. 19/90, is that, in the election processes for the fiscal council provided for in Article 161, paragraph 4, item “a”, and Article 240 of Law No. 6.404/76, no shareholders who do not fall within the concept of minority that the Law sought to protect should participate, that is, in addition to controllers, persons linked to them should also not participate.

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

The CVM Board confirmed, on more than one occasion, in sanctioning processes, that entities over which the company's controller has a determining influence cannot participate in the separate election of members of the fiscal council provided for in Article 161, paragraph 4, of Law No. 6.404/76, whether in the slot of preferred shareholders or in the slot of minorities. In this sense, see the decision of the CVM Board issued in CVM PAS No. 11/12, in a judgment session held on 02.12.2014 32. CVM precedents have affirmed that, to determine whether closed complementary pension entities can participate in the separate election of members of the fiscal council for companies subject to dominant influence of their sponsor or direct and indirect controllers of their sponsor, it is necessary to analyze the governance of the entity itself. Thus, as already stated in the vote of President-Relator Marcelo Trindade in CVM PAS No. 07/05 33, the voting impediment extends to pension entities sponsored by the public company or its holding companies when, cumulatively:
a) the indication of the majority of its administrators falls to the sponsor or its controller, even when the tie-breaking vote falls to the representative of the sponsor or its controller; and b) no mechanism has been adopted that ensures that the deliberation for the choice of counselors to be elected by minority shareholders was taken with the majority participation of administrators elected by participants of the pension entity. In the analysis of the existence of determining influence of the controller over other shareholders of the company, the governance structure of each shareholder will be taken into account, mainly. It is noted that, as mentioned in the vote of Director Otávio Yazbek, within CVM Process No. RJ2009/13179 34, the voting impediment is directed to the shareholder. It is then up to the table president to declare this impediment only in cases where the prohibition is evident. Thus, the table president of the meeting should only impede the vote of shareholders in the separate election if it remains evident, in each case, that there is the determining influence of the controller or sponsor on the voting decision of the complementary private pension entity. The table president, after evaluating and concluding that the controller's influence is not evident, must draw attention in the meeting (leaving, moreover, recorded in the respective minutes) to the understanding issued by the SEP in this Circular Letter, in the sense that it is up to each complementary private pension entity to evaluate if its vote, to some extent, suffers influence from the controlling shareholder and, if it decides to vote in the separate election, it must be able to present, if questioned after the meeting, elements that allow demonstrating that there was no such influence. As provided by paragraph 2 of Article 161 of Law No. 6.404/76, the fiscal council, when the functioning is not permanent, will be installed by the general meeting at the request of shareholders representing at least 0.1 (one tenth) of the shares with voting rights, or 5% (five percent) of the shares without voting rights, and each period of its functioning will end at the first ordinary general meeting after its installation. 32 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2014/20141202_PAS_112012.html. 33 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2007/20070424_0705.html. 34 See http://conteudo.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.html.

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

CVM Resolution No. 70/22 establishes a scale reducing, based on share capital, the minimum percentages of shareholding participation necessary to request the installation of the fiscal council of a public company, provided for in paragraph 2 of Article 161 of Law No. 6.404/76.
Thus, the minority shareholder has the right to request, at a general meeting, the installation of the fiscal council, observing the special quorum for installation provided for in CVM Resolution No. 70/22.
Once the installation is approved, the election of its members becomes mandatory 35. However, the shareholding participation percentage for separate election, referred to in paragraph 4, item “a”, of Article 161 of Law No. 6.404/76, cannot be reduced by the CVM, as it does not fall under one of the hypotheses provided for in Article 291 of the same Law. Therefore, in cases where (i) there are no non-controlling shareholders holding preferred shares; and (ii) minority shareholders holding ordinary shares do not reach the percentage for the separate election of a member of the fiscal council, the CVM's understanding 36 is that present shareholders, including the controller, may elect fiscal counselors by majority vote. The controlling shareholder is not obliged to participate in the election of the members of the fiscal council in the mentioned hypothesis, and if they do not do so, all counselors will be elected by the vote of other shareholders, regardless of their participation in the capital, as the Council will be installed (Article 161, paragraph 2), and the election of its members will be mandatory (Article 161, paragraph 4). Furthermore, it is worth highlighting the understanding issued by the CVM Board in the meetings of 06.05.2008 37 and 23.09.2008 38 (CVM Process No. RJ2007/11086), in the sense that the requirement of “10% or more of the shares with voting rights” provided for in Article 161, paragraph 4, does not refer to the number of shares the minority shareholder present at the meeting needs to hold to elect, in separate voting, a member and respective alternate of the fiscal council, but rather to the number of shares with voting rights held by all non-controlling shareholders of the company. It is also alerted that CVM Resolution No. 81/22 provides that whenever the general meeting is convened to elect administrators or members of the fiscal council, companies registered in category A to which the aforementioned Resolution applies must provide, at minimum, the information required for items 7.3 to 7.6 of the reference form, regarding candidates indicated or supported by the administration or by controlling shareholders (see Article 11 of CVM Resolution No. 81/22). On the other hand, public companies registered in category B may, in line with the provisions of Article 133, item V, of Law No. 6.404/76 (in the case of AGO) and Article 22, item VII, and Article 34, item II, both of CVM Resolution No. 80/22, send all documents necessary to exercise voting rights at general meetings, and must provide sufficient information about the candidates, in order to allow shareholders to deliberate on the matter. 35 See http://conteudo.cvm.gov.br/decisoes/2007/20070710_R1/20070710_D16.html and http://conteudo.cvm.gov.br/decisoes/2008/20080311_R1/20080311_D01.html. 36 See http://conteudo.cvm.gov.br/decisoes/2007/20070710_R1/20070710_D16.html and http://conteudo.cvm.gov.br/decisoes/2008/20080311_R1/20080311_D01.html. 37 See
http://conteudo.cvm.gov.br/decisoes/2008/20080506_R1/20080506_D03.html. 38 See http://conteudo.cvm.gov.br/decisoes/2008/20080923_R1/20080923_D02.html.

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Regarding the indication of candidates for election to the board of administrators, it is worth highlighting the decision of the CVM Board, issued within CVM Process No. 19957.004466/2018-41 39, which, by majority, understood that the prohibitions of Article 17, paragraph 2, of Law No. 13.303/16 also apply to candidates for the fiscal council of state-owned companies. Nevertheless, at present, a court injunction suspending the effects of the aforementioned decision is in force, in the specific case. Also regarding mixed-economy companies, given the understanding of the SEP established within CVM Process No. 19957.004086/2019-97, a mixed-economy company created within the state scope, despite being controlled by a member state of the Union, cannot indicate for administration positions in its investments Ministers of State, municipal secretaries, or blood relatives and relatives by affinity of these persons up to the third degree. In line with the provisions of Article 7, item II, of CVM Resolution No. 81/22, for those companies that adopt remote voting (see item 7.2), companies must disclose information about candidates for the board of administrators and fiscal council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by the administration or by controlling shareholders by virtue of Article 11 of CVM Resolution No. 81/22. It is worth highlighting the understanding of the CVM Board in response to the SEP's inquiry appreciated in the meeting of 21.01.2020 40 (CVM Process No. 19957.006786/2018-35), in the sense that minority shareholders linked to the controller or under their determining influence cannot request the inclusion, nor contribute with their shares to, together with other shareholders, make up the minimum percentage necessary for the inclusion, in the remote voting bulletin, of candidates to compete for vacancies on the board of administrators and the fiscal council to be filled in a separate election reserved for minority shareholders. In the case of companies with depositary receipts traded abroad (as is the case of ADRs), it is emphasized that, if it is possible to exercise voting rights by DR holders, it appears necessary that such prerogative be exercised to the maximum degree of equality possible with shareholders. The suggested form of disclosure is through “IPE Online” in the Empresas.NET System, in the category “Notice to Shareholders”, type “Other Notices”, including in the subject that it concerns the indication of candidates for member of the fiscal council presented by minority shareholders. Such information must be provided by companies registered in categories A and B in the form established in this Circular Letter (see items 3.4 and 4.2), as applicable. Regarding the election of alternate members of the fiscal council, Article 161, paragraph 1, of Law No. 6.404/76 provides that the fiscal council will be composed of at least 3
(three) and, at most, 5 (five) members, and alternates in equal number, shareholders or not, elected by the general meeting. In case of resignation of an alternate member of the fiscal council, considering the provisions of paragraph 1 of Article 161 of Law No. 6.404/76, the company must convene an extraordinary general meeting to elect a new alternate member for the fiscal council, thus maintaining an alternate duly sworn in for each main member of the fiscal council. 39 See http://conteudo.cvm.gov.br/decisoes/2018/20180426_R1/20180426_D1021.html. 40 See http://conteudo.cvm.gov.br/decisoes/2020/20200121_R1/20200121_D1112.html.

COMISSÃO DE VALORES MOBILIÁRIOS
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The election of substitute members of the fiscal council is therefore mandatory, and the fiscal council must be composed of an equal number of titular and substitute members, as the indication of a substitute member is necessary to prevent the possibility of the titular member's absence, avoiding that shareholders are unable to exercise their fundamental right of oversight, provided for in Article 109, item III, of Law No. 6.404/76, through their elected representative.

7.1.5 Election of members of the board of directors

Law No. 6.404/76 establishes, as a rule, the election of members of the board of directors by absolute majority (Article 129), with those elected being those who gather the largest number of votes from those present at the meeting. To ensure, however, the proportional nature of the filling of positions on the board of directors, the Law created two other electoral mechanisms that confer to minority holders of relevant participation the possibility of electing members to the board of directors, through:
a) the process of multiple voting provided for in the caput of Article 141; and b) the mechanism of separate election provided for in paragraph 4 of Article 141, in which the majority of holders may elect one member and their substitute, excluding the controlling shareholder:
(i) of shares issued by a public company with voting rights, representing at least 15% (fifteen percent) of the total shares with voting rights; and (ii) of preferred shares without voting rights or with restricted voting rights issued by a public company, representing at least 10% (ten percent) of the share capital.

According to guidance contained in the vote of Director-President Marcelo Barbosa, in a meeting held on 26.02.2019 (CVM Process No. SP2016/0245), in cases of election of the board of directors of companies whose bylaws provide that this body may be composed of a variable number of members, it is up to the general meeting to determine the exact number of councilors to be elected. In these cases, the following procedures must be observed (see items 3.4.2, 3.4.3 and 4.2.1):
a) the administration must inform, in its proposal for the meeting, the number of members it indicates, or are indicated by the controlling shareholder, to compose the board of directors; b) it is recommended, to facilitate the understanding and mobilization of shareholders, that the administration also present in the proposal the possible scenarios of board composition according to the voting systems that may be adopted (majority voting, multiple voting, and separate voting); and c) the administration must include, as an item on the agenda, the deliberation on the fixing of the exact number of members that will compose the board of directors.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

In the same vote manifestation, the Collegiate draws attention to the fact that, in scenarios where the bylaws establish a variable number of members to compose the board of directors, the definition of the number of members of the board of directors must necessarily precede the deliberations regarding the election of its members, at which time shareholders may be asked to manifest whether they wish to proceed with the multiple voting system, if it has already been requested in accordance with the law, or to adopt separate voting, thus withdrawing the request for multiple voting, without prejudice to, if applicable, both procedures being adopted.

In the same vein, the CVM Collegiate understands it is important to reinforce that, procedurally, if in the same meeting the multiple voting system is adopted combined with a request for separate voting, the election of councilors according to the latter system must be prior to the election by multiple voting, because only after the separate voting is carried out will it be possible to identify the number of remaining vacancies and, thus, calculate the multiple voting coefficient.

The CVM Collegiate, in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and RJ2013/4607) 41, understood that shares held in treasury must be excluded from the total number of shares or the total number of shares with voting rights, as the case may be, for the purposes of calculating the percentages indicated in Article 141, paragraphs 4 and 5, of Law No. 6.404/76.

In the context of Process 19957.004239/2022-00 42, the CVM Collegiate, in a discussion initiated on 08.08.2023 and finalized on 05.12.2023, by majority, understood that “the manifestation of will to install the college for separate election of the member of the board and their substitute, indicated by minorities, is a logical presupposition and requirement for the subsequent option to aggregate votes for the purposes of reaching the combined quorum of paragraph 5 of Article 141 of the LSA”.

Thus, for the shareholder to opt to aggregate their votes with those of shareholders of other classes (Article 141, paragraph 5, of Law No. 6.404/76), they must also, in the remote voting ballot, request separate election in accordance with Article 141, paragraphs 4, items I and II, of Law No. 6.404/76.

Article 239 of Law No. 6.404/76 further ensures to the minority the right to elect one of the members of the board of directors, if a larger number does not fall to them by the multiple voting process, in mixed-economy companies.

The objective of introducing the separate voting mechanism for the election of representatives of preferentialist and minority shareholders in the fiscal and administrative councils has as its objective to make the body effectively representative, which contributes to the good governance of public companies.

For this reason, the SEP understands that the interpretation that the CVM has been making in CVM Orientation Opinion No. 19/90 and in sanctioning processes regarding participation in the separate election provided for in Article 161, paragraph 4, of Law No. 6.404/76 (see item 7.1.4), also applies to the separate election of Article 141, paragraphs 4 and 5, of Law No. 6.404/76, as well as to Article 239 of that Law.

41 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html.
42 See https://conteudo.cvm.gov.br/decisoes/2023/20231205_R1/20231205_D2899.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

The prerogative of election of members of the board of directors established in these devices belongs to minority or preferentialist shareholders whose will cannot be determined, directly or indirectly, by the controlling shareholder or by entities in which he, directly or indirectly, exercises decisive influence. In this sense, see the decision of the CVM Collegiate issued in CVM PAS No. 11/12, in a judgment session held on 02.12.2014 43.

The SEP understands that the understanding established in the vote of President-Relator Marcelo Trindade in CVM PAS No. 07/05 44 (see item 7.1.4) also applies to the elections of members for the board of directors dealt with in Articles 141, paragraphs 4 and 5, and 239 of Law No. 6.404/76. Thus, in the analysis of the existence of decisive influence by the controller over other shareholders of the company, for the purposes of verifying the classification of these as minorities holding the right to participate in the separate election, the governance structure of each shareholder will be taken into account, mainly.

In this aspect, it is worth noting the vote of President-Relator Marcelo Barbosa in PAS 19957.011244/2019-65 45, in a judgment session held on 14.07.2020, which brings understanding in the sense that, in the specific case of pension entities, “according to the reiterated position of this Collegiate, participation in separate elections is not permitted for pension entities, the majority of whose administration is appointed by its sponsor, unless such entity has governance mechanisms that prevent the sponsor from influencing, directly or indirectly, the decision on the choice of candidate”.

Notwithstanding, regardless of whether it concerns pension entities, for the purposes of determining the existence of said influence, one should not focus only on the search for the formalization of corporate links between the controller and the shareholder who intends to vote in the separate election, but rather on any aspects that, by themselves or jointly, may lead to the conclusion that the mentioned influence of the controller is not present.

This understanding is clear when, still in the judgment of PAS 19957.011244/2019-65, the President-Relator states in his vote that “independent of the formalization of influence over the political-administrative bodies of the company, as well as any other corporate link between the parties, it is also important to take into account the history of the positions of the minority shareholder vis-à-vis those of the controller. Although such history does not serve, by itself, to evidence a relationship of subordination or relevant influence, when considered alongside other substantial indications, it can help to robust the factual-probative set”.

It is emphasized that, as mentioned in the vote of Director Otávio Yazbek, in the context of CVM Process No. RJ2009/13179 46, the prohibition to vote is directed to the shareholder. It is then up to the president of the table to declare this prohibition only in cases where the prohibition remains evident. Thus, the president of the meeting table should only prohibit the voting of shareholders in the separate election if it remains evident, in each case, that there is decisive influence by the controller or sponsor on the voting decision of the complementary private pension entity.

43 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2014/20141202_PAS_112012.html.
44 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2007/20070424_0705.html.
45 See https://conteudo.cvm.gov.br/sancionadores/sancionador/2020/20200714-PAS-19957.011244_2019_65.html.
46 See http://conteudo.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

The president of the table, after evaluating and concluding that the influence of the controller remains not evident, must draw attention in the meeting (leaving, moreover, recorded in the respective minutes) to the understanding issued by the SEP in this Circular Office, in the sense that it is up to each complementary private pension entity to evaluate whether its vote, to some extent, suffers influence from the controlling shareholder and, if it decides to vote in the separate election, it must be able to present, if questioned after the meeting, elements that allow demonstrating that there was no said influence.

Still regarding the election of administrative councilors by non-controlling shareholders, it is emphasized that in the meeting held on 11.04.2006 47, the CVM Collegiate decided to maintain the interpretation of Article 141, paragraph 5, of Law No. 6.404/76 given in the meeting of 08.11.2005 (CVM Process No. RJ2005/5664) 48, which, in cases where the company has only issued shares with voting rights, will have the right to elect and dismiss one member and their substitute from the board of directors, in separate voting at the general meeting, excluding the controlling shareholder, the majority of holders who hold at least 10% of the total shares with voting rights.

In cases where a shareholder requests the adoption of the multiple voting procedure for the election of members of the board of directors, attention is drawn to the possibility that this shareholder may withdraw the formulated request at any time, including in the meeting itself, as decided in CVM Process No. 19957.003630/2018-01 49. For this reason, it is recommended that shareholders who have an interest in election through multiple voting present their own requests for the adoption of such procedure, independent of similar previous requests that may have been formulated by other shareholders.

Thus, even if a previous request is withdrawn by the shareholder who formulated it, the multiple voting procedure must still be observed.

Article 239 of Law No. 6.404/76, specifically aimed at mixed-economy companies, allows holders of non-controlling ordinary shares of these companies, regardless of the shareholding they hold, to elect one member of the board of directors, if a larger number does not fall to them by the multiple voting process provided for in Article 141 of the Law. Thus, the application of Article 239 depends initially on verifying the number of members of the board of directors that holders of ordinary shares will be able to elect by the multiple voting process.

The CVM Collegiate decided, in a meeting held on 07.04.2015 (RJ2014/4375) 50 that, in mixed-economy companies, the application of Article 239 excludes the application of Article 141, paragraph 4, item I, of Law No. 6.404/76, prevailing, thus, the special norm over the general determination.

Notwithstanding, as it is specifically directed to shareholders holding ordinary shares, the use of Article 239 does not prejudice the exercise by preferentialist shareholders of the right to elect separately one member of the board of directors and their substitute, in the form of Article 141, paragraph 4, item II, of Law No. 6.404/76, although paragraph 5 of Article 141 of Law No. 6.404/76 remains inapplicable, given that minority shareholders with voting rights would have already participated in the election dealt with in said Article 239, not being able to use their shares to compose the quorum required by said paragraph 5.

47 See http://conteudo.cvm.gov.br/decisoes/2006/20060411_R1/20060411_D03.html.
48 See http://conteudo.cvm.gov.br/decisoes/2005/20051108_R1/20051108_D02.html.
49 See http://conteudo.cvm.gov.br/decisoes/2018/20181009_R1/20181009_D1053.html.
50 See https://conteudo.cvm.gov.br/decisoes/2015/20150407_R1/20150407_D9116.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Note that Article 147, paragraph 1, of Law No. 6.404/76 enumerates certain hypotheses of ineligibility for administrative positions, including cases provided for in special law. In view of this, and specifically regarding the situation of public mixed-economy companies, attention is drawn to the hypotheses of ineligibility provided for in Article 17, paragraph 2, of Law No. 13.303/16.

In this regard, in addition to observing, in the election of their own administrators, the hypotheses of ineligibility provided for in such device, according to the understanding of the Collegiate in CVM Process No. 19957.008923/2016-12 51, mixed-economy companies must also refrain from making indications of persons included in these hypotheses for positions in companies in which such mixed-economy companies are investors.

Additionally, according to the understanding of the Collegiate in CVM Process No. 19957.011269/2017-05 52, the requirements and prohibitions for indication and election of administrators, provided for in Law No. 13.303/16, also apply to members of the statutory committee of indication and evaluation provided for in Article 10 of said Law.

Furthermore, given the position of the SEP established in the context of CVM Process No. 19957.004086/2019-97, a mixed-economy company created within the state scope, despite being controlled by a state member of the Union, cannot indicate for administrative positions in its investments State Ministers, municipal secretaries, or blood and affine relatives of these persons up to the third degree.

Regarding this, it is worth mentioning that, in a monocratic decision of 16.03.2023, Minister Ricardo Lewandowski, of the Supreme Federal Court, suppressed portions of Article 17 of Law No. 13.303/16, among them the prohibition on State Ministers, state and municipal secretaries, and persons who acted, in the last 36 months, as participants in the decision-making structure of a political party or in work linked to an organization, structuring, and realization of an electoral campaign.

It is worth alerting that CVM Resolution No. 81/22 provides for the minimum documents and information that must be made available to shareholders whenever the general meeting is convened to deliberate on certain matters provided for in the Resolution. Such documents and information must be sent until the date of publication of the first call announcement, except when Law No. 6.404/76, CVM Resolution No. 81/22, or another norm issued by the CVM establishes a longer deadline.

It is highlighted that CVM Resolution No. 81/22 provides that whenever the general meeting is convened to elect administrators or members of the fiscal council, the company must provide, at minimum, the information required for items 7.3 to 7.6 of the reference form, regarding the candidates indicated or supported by the administration or by controlling shareholders (see items 3.4.2.1 and 4.2.2.1).

Regarding public companies registered in category B, it is worth noting that, in accordance with Article 133, item V, of Law No. 6.404/76 (in the case of the EGM), of paragraph 3 of Article 135 of Law No. 6.404/76 (in the case of the EGM), and of Article 22, item VII, and Article 34, item II, both of CVM Resolution No. 80/22, it is mandatory to send all documents necessary for the exercise of the right to vote at general meetings. Thus, sufficient information about the candidates must be provided, in order to allow shareholders to deliberate on the matter.

51 See http://conteudo.cvm.gov.br/decisoes/2016/20161227_R1/20161227_D0476.html.
52 See http://conteudo.cvm.gov.br/decisoes/2018/20180105_R1/20180105_D0870.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

In line with the provisions of Article 7, item II, of CVM Resolution No. 81/22, companies must disclose information about candidates for the board of directors and fiscal council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by the administration or by controlling shareholders by virtue of Article 11 of CVM Resolution No. 81/22.

In the case of companies with depositary receipts traded abroad (as is the case of ADRs), it is emphasized that, if it is possible for holders of DRs to exercise voting, it appears necessary that such prerogative be exercised to the maximum degree of equality possible with shareholders.

The suggested form of disclosure is through “IPE Online” in the Empresas.NET System, in the category “Notice to Shareholders”, type “Other Notices”, including in the subject that it concerns the indication of candidates for member of the board of directors/fiscal council presented by minority shareholders.

Attention is drawn that some companies already adopt this practice and allow in their bylaws that non-controlling shareholders present candidates for the board of directors, provided that these shareholders present information about the candidates until a certain deadline prior to the date set for the meeting.

These practices, however, must be regarded as privileges granted to shareholders to facilitate their articulation and the exercise of rights granted in Law No. 6.404/76. According to understanding issued by the SEP, requirements for presentation of information about candidates prior to the meeting, even if provided for in the bylaws, cannot be used as an imposition, to obstruct the right of shareholders provided for in Law No. 6.404/76 to indicate and elect members for the board of directors and the fiscal council at the very moment of the meeting.

Such information must be provided by companies registered in categories A and B in the manner indicated in this Circular Office (see items 3.4 and 4.2).

It is also worth highlighting the understanding of the CVM Collegiate in response to the SEP consultation appreciated in a meeting on 21.01.2020 (CVM Process No. 19957.006786/2018-35) 53, in the sense that minority shareholders linked to the controller or under its decisive influence cannot request the inclusion, nor contribute with their shares to, together with other shareholders, make up the minimum percentage necessary for the inclusion, in the remote voting ballot, of candidates to compete for vacancies on the board of directors and the fiscal council to be filled in a separate election reserved for minority shareholders.

Regarding the action of members of the board of directors elected as representatives of employees of mixed-economy companies, the decision of the CVM Collegiate, issued in the context of CVM Process No. 19957.011059/2019-71 54, in a meeting held on 22.09.2020, in the sense that these members would be prohibited from acting in deliberations of the board of directors that concern the privatization process of the company, or its controlled company, notably because, in accordance with Law No. 12.353/10, they cannot intervene “in any social operation in which they have an interest conflicting with that of the company” and in “discussions and deliberations on matters involving labor relations, remuneration, benefits and advantages, including matters of complementary pension and assistance”.

53 See http://conteudo.cvm.gov.br/decisoes/2020/20200121_R1/20200121_D1112.html.
54 See https://conteudo.cvm.gov.br/decisoes/2020/20200922_R1/20200922_D1879.html.

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

The changes promoted stand out, which sought to regulate the legal provisions introduced by Law No. 14,195, of 08/26/2021, into Law No. 6,404/76, notably with regard to paragraphs 3 and 4 of article 138 and paragraph 2 of article 140, which respectively attribute regulatory competence to the CVM to: (a) exempt smaller-sized companies from the prohibition on accumulating the office of chairman of the board of directors and the office of chief executive officer or main executive of the company; and (b) establish the terms and deadlines for the mandatory participation of independent board members in the board of directors of open corporations.

This regulation was promoted with the inclusion of Annex K into CVM Resolution No. 80/22, given by CVM Resolution No. 168/22.

Article 4 of Annex K prohibits the accumulation of the offices of chairman of the board of directors and chief executive officer or main executive of the company, and, following the provision of paragraph 4 of article 138 of Law No. 6,404/76, excepts, in its sole paragraph, the application of this prohibition in companies with consolidated gross revenue below BRL 500,000,000.00 (five hundred million reais).

The sole paragraph of article 5 established that the board of directors of open corporations must have a number of independent board members corresponding to at least 20% (twenty percent) of the total number of board members. The requirement for the presence of independent board members applies to issuers that cumulatively meet the following requirements: (i) are registered in category A, (ii) have securities admitted to trading on a stock exchange market, and (iii) have shares or depositary receipts of shares in circulation.

Paragraph 2 of article 6 indicates, having taken the Novo Mercado regulation as a basis, the conceptual and general elements that must be considered in the evaluation of the independence of board members. Paragraph 1 of article 6 establishes the objective cases in which a board member is or is not considered independent.

Article 7 establishes that the characterization of the candidate for the board of directors as an independent board member must be deliberated by the general meeting. The sole paragraph of the same article provides that the general meeting will not deliberate on the classification of a candidate for the board of directors as an independent board member in the following situations: (a) when the nomination does not meet the deadline for inclusion of candidates in the remote voting ballot; and (b) in separate votes in companies with a controlling shareholder.

Upon taking office, the board member of an open corporation must, in addition to signing a term of office, present a declaration in a specific instrument, which will be archived at the company's headquarters, in accordance with article 2 of Annex K of CVM Resolution No. 80/22. In addition, the shareholder who submits to the general meeting a nomination for a member of the board of directors must, in the same act, present a copy of the instrument of declaration referred to in article 2, or declare that they have obtained from the candidate the information that they are in conditions to sign such an instrument, indicating any eventual reservations, observing the provisions of paragraph 1.

According to article 150 of Law No. 6,404/76, in the event of a vacancy in the office of board member (whether independent or not), unless otherwise provided in the bylaws, the substitute will be appointed by the remaining board members and will serve until the first general meeting.

COMMISSION OF SECURITIES AND EXCHANGE
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Thus, in the case of a vacancy resulting from the resignation of an independent member of the board, it is understood that the chosen substitute must also meet the requirements established in articles 6 and 7 of Annex K to CVM Resolution No. 80/22.

In case of non-compliance with the above, without prejudice to other administrative sanctions that may eventually apply, it is understood that the company's administrators may be held liable for violations of articles 140, paragraph 2, and 150 of Law No. 6,404/76, as well as the sole paragraph of article 5 of Annex K to CVM Resolution No. 80/2022.

7.1.6 Plural Voting
The adoption of plural voting, authorized by the legal provisions introduced into Law No. 6,404/76 by Law No. 14,195/21, enables joint-stock companies to eliminate the general rule previously established regarding the relationship of one vote per share in shareholders' meetings.

For open corporations, the adoption of such a mechanism is permitted provided that the creation of the class of shares with plural voting occurs prior to the trading of any shares or securities convertible into shares of its issuance in organized markets.

The creation of ordinary classes with plural voting depends on the agreement of shareholders representing: (i) at least half of the total votes conferred by shares with voting rights; and (ii) at least half of the preferred shares without voting rights or with restricted voting, if issued, gathered in a special meeting convened and installed with the formalities of the aforementioned Law.

The attribution of plural voting, not exceeding 10 (ten) votes per ordinary share, will have an initial duration of up to 7 (seven) years, and may be extended for any period, provided that: (i) minimum quorums for approval provided for in Law or in the company's bylaws are observed; (ii) holders of shares of the class whose plural voting is to be extended are excluded from the approval votes; and (iii) the rights of dissenting shareholders are ensured, in the manner provided for in paragraph 2 of article 110-A of Law No. 6,404/76.

As a rule, shares of a class with plural voting will be automatically converted into ordinary shares without plural voting in the event that the original holders of the shares transfer them to third parties, and the following operations are also prohibited: (i) incorporation, of incorporation of shares and merger between an open corporation that does not adopt plural voting and a company that adopts plural voting; and (ii) spin-off of an open corporation that does not adopt plural voting to constitute a new company with the adoption of plural voting.

CVM Resolution No. 168/22 added Section IV to CVM Resolution No. 80/22 to address this topic.

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7.2 Remote Voting – CVM Resolution No. 81/22
7.2.1 Scope of CVM Resolution No. 81/22
Currently, CVM Resolutions No. 80/22 and 81/22 regulate the participation and remote voting of shareholders in general meetings of open corporations, in order to facilitate participation in the meeting and the exercise of certain rights by non-controlling shareholders.

It is worth remembering that CVM Resolution No. 81/22 is restricted to open corporations registered in category A, authorized by a market administrator entity to trade shares on a stock exchange, and that have shares or depositary receipts of shares in circulation, thus considered all shares issued by the company, with the exception of those owned by the controller, persons linked to him, the company's administrators, and those held in treasury.

The procedures described in CVM Resolution No. 81/22 regarding remote voting apply: (a) to ordinary general meetings; (b) to extraordinary general meetings that deliberate (i) on the election of members of the fiscal council or (ii) of the board of directors, when the election is necessary due to the vacancy of the majority of the board's positions, due to vacancy in a board that was elected by plural voting or to fill the vacancies dedicated to separate election as referred to in articles 141, paragraph 4, and 239 of Law No. 6,404/76; and (c) whenever the extraordinary general meeting is convened to occur on the same date scheduled for the ordinary general meeting, in accordance with article 26 of CVM Resolution No. 81/22.

Attention is drawn to the possibility of minority shareholders reaching the quorum for the installation of the fiscal council, and yet not reaching the percentage required, in accordance with article 161, paragraph 4, of Law No. 6,404/76, for the election of a candidate. In these cases, according to the decision of the CVM Collegiate, if the quorum provided for in the mentioned provision is not reached, the controlling shareholder is not obliged to participate in the election of the members of the fiscal council, with such election being the responsibility of the shareholders present, regardless of their participation (Processes RJ2007/3246 and RJ2006/5701, Reg. 5489/07, Rel. President Marcelo Fernandes Trindade, j. 10.7.2007 55).

Thus, once the fiscal council is installed, the election of members becomes mandatory. It would therefore be advisable, in order to enable the election, to guide minority shareholders, administrators, and controllers to be prepared for this scenario in the meetings.

The provisions of the rule are mandatory for open corporations registered in category A and authorized by a market administrator entity to trade shares on a stock exchange that have shares in circulation.

The provisions of this Resolution do not apply to open corporations that do not have shares in circulation, thus considered the company's shares, with the exception of those owned by the controller, persons linked to him, the company's administrators, and those held in treasury.

Nevertheless, companies not obliged by CVM Resolution No. 81/22 to adopt the remote voting procedure may do so voluntarily, in which cases they must fully comply with the provisions of CVM Resolution No. 81/22.

55 See https://conteudo.cvm.gov.br/decisoes/2007/20070710_R1/20070710_D16.html.

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

In line with what is provided for in paragraph 2 of article 26 of CVM Resolution No. 81/22, any open corporation to which this Resolution applies may use remote voting voluntarily in a specific extraordinary general meeting. The issuer that chooses to adopt remote voting in an extraordinary general meeting not included in the list of article 26 of CVM Resolution No. 81/22 will not be obliged to do so in other extraordinary general meetings, but must follow the deadlines and conditions established in Section III, except for Subsection IV, of CVM Resolution No. 81/22.

The adoption of remote voting in a specific general meeting must always cover all matters included in the agenda, regardless of their presence or not in the list provided for in article 26 of CVM Resolution No. 81/22, as provided for in article 31, paragraph 1, item I, of said Resolution.

Companies that choose to adopt remote voting in their general meetings, and that are not obliged to do so, must communicate this fact to the market through “IPE Online” in the Empresas.NET System (category “Notice to Shareholders”, type “Adoption of remote voting”).

Furthermore, in line with what is provided for in Subsection I of Section I of Chapter IV of CVM Resolution No. 80/22 – “Content and Form of Information”, the company must inform that it will adopt the remote voting procedure provided for in CVM Resolution No. 81/22, in the notice of convocation of the respective general meeting.

It is important to emphasize that the deadlines provided for in CVM Resolution No. 81/22, with regard to the remote voting institution, take into account calendar days (except for those that the rule itself expressly provides that the deadline is counted in business days), including weekends and national holidays in the count, so companies must take into account the final terms of these deadlines for setting the dates of the meetings in which remote voting will apply.

In addition, in the event of a second call, the deadlines provided for in CVM Resolution No. 81/22 are not altered, with all deadlines established for the first call of the meeting in question being maintained.

The CVM Specialized Prosecutor's Office (PFE), within the scope of Process CVM No. 19957.003377/2020-00, manifested that “from the reading of Provisional Measure No. 2.200-2, of 08/25/2001, it is verified that the Brazilian Public Key Infrastructure, more commonly designated by the acronym ICP-Brasil, is a Brazilian national digital certification system, which was instituted by the Provisional Measure to guarantee the authenticity, integrity, and legal validity of documents in electronic form, of support applications and of enabled applications that use digital certificates, as well as the realization of secure electronic transactions”.

In this sense, companies must not require, from shareholders who wish to vote remotely, the manifestation and delivery of physical documents to ratify the electronic transmission of the documents mentioned in the notice of convocation of the meeting, in accordance with paragraph 1 of article 6 of CVM Resolution No. 81/22.

COMMISSION OF SECURITIES AND EXCHANGE
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7.2.2 Remote Voting Ballot
To instrument the remote voting procedure, a document called the remote voting ballot was created. This document allows shareholders to indicate whether they wish to use their shares to request, for example, the adoption of the plural voting procedure or the installation of the fiscal council, issues that, although not proposed by the administration, must be included in the remote voting ballot, as they are shareholders' rights, according to the Corporate Law. It also gathers all deliberation proposals included in the agenda of the meetings to which it applies, whether by controlling shareholders and the administration, or by non-controlling shareholders. Thus, the remote voting ballot seeks to function not only as a voting instrument, but also as an articulation tool among shareholders.

The remote voting ballot is an electronic document whose form reflects Annex M of CVM Resolution No. 81/22 and must contain (i) all matters contained in the agenda of the general meeting to which it refers; (ii) guidelines on the possibility of direct submission to the company and mention of the possibility of using authorized service providers; (iii) guidelines on its sending by postal mail or electronically, when the shareholder wishes to send it directly to the company; and (iv) guidelines on the formalities necessary for the vote sent directly to the company to be considered valid.

The description of the matters to be deliberated in the meeting in the remote voting ballot must be drafted in clear, objective language that does not mislead the shareholder, and may include references to pages on the world wide web where the proposals are described in more detail, and the other provisions of article 32 of CVM Resolution No. 81/22 on the subject must also be observed. Additionally, the wording and order of the deliberations in other electronic documents disseminated by the company, such as the administration's proposal and the meeting participation manual, must reflect those contained in the remote voting ballot.

In this sense, matters included in the remote voting ballots at the request of shareholders must be accompanied by the information that their inclusion originated from the mentioned request.

It is recommended, based on cases analyzed by the technical area, that in the initial considerations of the meeting participation manual, companies include the most important observations about the votes.

These initial fields should be used not only to inform deadlines and submission addresses, but any other important information about the agenda items.

The remote voting ballots must be generated in the Central Corporate Intelligence System - CICORP for each meeting that uses the chain for collecting and transmitting voting instructions. In this sense, in the event of an OGM/EGM, the “OGM” and “EGM” meetings must be registered separately in CI.CORP, generating two separate ballots.

It is emphasized that, if the company chooses to make the remote voting ballot available on its website, it must use the file generated by the CICORP system.

The remote voting ballot must be made available by the company up to 1 (one) month before the date scheduled for the holding of the meeting, and, in accordance with CVM Resolution No. 81/22, the ballot may be re-presented by the company:

(i) up to 20 (twenty) days before the date scheduled for the holding of the meeting for the inclusion of candidates nominated for the board of directors and the fiscal council in the manner of article 37 (article 26, paragraph 3, item I of CVM Resolution No. 81/22); or (ii) in exceptional situations, to correct a relevant error that prejudices the understanding of the matter to be deliberated by the shareholder, or to adapt the proposal to the provisions of the regulation or the company's bylaws (article 26, paragraph 3, item II of CVM Resolution No. 81/22).

In the case described in item (i) above, unless the shareholder sends a new voting instruction, the votes already conferred by him to candidates included in the previously disclosed ballot must be considered valid. In the case described in item (ii) above, the votes already conferred by the shareholder to the affected proposal must be considered invalid.

The re-presentation of the remote voting ballot for any reason must be immediately communicated by the company to the market, informing:
(i) the reason for the re-presentation and the proposals of the ballot that were altered; (ii) that the votes already conferred to the altered deliberation will be considered invalid, in the case provided for in article 26, paragraph 3, item II of CVM Resolution No. 81/22; (iii) the deadline for the shareholder, if they wish, to send a new voting instruction; and (iv) that, to avoid their voting instruction being considered conflicting, it is recommended that the shareholder send their eventual new instruction to the same service provider previously used.

The voting instruction must be sent by the shareholder (i) directly to the company (by postal mail or electronically), (ii) to the shareholder's custodian (if the shares are deposited in a central depository) or (iii) to the financial institution contracted by the company for the provision of securities registration services, and must be received up to 7 (seven) days before said date, in accordance with article 27 of CVM Resolution No. 81/22.

Shareholders who wish to may, in accordance with article 37 of CVM Resolution No. 81/22, make requests for the inclusion of proposals in the remote voting ballot of (i) candidates for the board of directors and the fiscal council of the company and (ii) matters to be deliberated at the occasion of the ordinary general meeting, and for this purpose, the participation percentages provided for in Annex N and Annex O of CVM Resolution No. 81/22 must be observed, respectively.

In these cases, within 3 (three) business days, the company must inform the requesters that it will include in the remote voting ballot the proposals received from shareholders or indicate the complete list of reasons why such a request does not meet regulatory requirements, including cases where the requests were received outside the deadlines regulated by CVM Resolution No. 81/22.

Although item II of article 37 of CVM Resolution No. 81/22 limits the inclusion of deliberation proposals by shareholders to the occurrence of ordinary general meetings, these proposals may have as their object matters of competence of ordinary or extraordinary general meetings, as provided for in the sole paragraph of article 38 of said Resolution.

COMMISSION OF SECURITIES AND EXCHANGE
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

In the case of deliberation proposals in the remote voting ballot at the occasion of the Annual General Meeting (AGO), the request must be submitted during the period between the first business day of the fiscal year in which the ordinary general meeting will be held and up to 45 (forty-five) days before the date of its holding, in accordance with Article 37, paragraph 1, item II of CVM Resolution No. 81/22.

In the specific case of nomination of candidates to the board of directors and the fiscal council of the company, in accordance with Article 37, paragraph 1, of CVM Resolution No. 81/22, the request must be received by the investor relations director, in writing and in accordance with the guidelines contained in the convening notice, within the following deadlines:

I – in the case of item I of the caput, during the period between:
a) the first business day of the fiscal year in which the general meeting will be held and up to 25 (twenty-five) days before the date of its holding, in the case of an ordinary general meeting; or b) the first business day after the occurrence of an event that justifies the convening of a general meeting for the election of members of the board of directors and the fiscal council and up to 25 (twenty-five) days before the date of the holding of the meeting, in the case of an extraordinary general meeting convened for this purpose; and

II – in the case of item II of the caput, during the period between the first business day of the fiscal year in which the ordinary general meeting will be held and up to 45 (forty-five) days before the date of its holding.

As is the case with the disclosure of the remote voting ballot by companies, proposals for the inclusion of deliberations made by shareholders must contain a description of the matters to be deliberated in clear, objective language that does not mislead, and may also contain links to pages on the World Wide Web where the proposals are described in more detail, and the other provisions of Article 38 of CVM Resolution No. 81/22 on the subject must also be observed.

As provided for in Article 40 of CVM Resolution No. 81/22, the request for inclusion of proposals in the remote voting ballot may be revoked at any time until the date of the holding of the general meeting, by written communication from the respective proposers, addressed to the company's Investor Relations Director (DRI), in which case the votes already conferred on the revoked proposal will be disregarded.

The company must immediately communicate to the market the revocation of the inclusion request referred to in the previous paragraph, if the remote voting ballot has already been made available, through “IPE Online” in the Empresas.NET System (category “Notice to Shareholders”, type “Shareholder request for voting ballot”);

With regard to voting ballots from shareholders received directly by the company, it must communicate to the shareholder, within 3 (three) days of receipt: (i) the receipt of the remote voting ballot, as well as that the ballot and the documents sent as attachments are sufficient for the remote vote to be considered valid; (ii) the need to rectify or resend the remote voting ballot or the documents accompanying it, describing the procedures and deadlines necessary to regularize the vote.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Companies that wish to make a public request for proxy must disclose, together with the market communication of their intention to make the said request (Article 55 of CVM Resolution No. 81/22), all valid requests for the inclusion of proposals and candidates received so far, in accordance with Article 41 of CVM Resolution No. 81/22.

To comply with paragraphs 2 and 3 of Article 37 of CVM Resolution No. 81/22, the company must disclose the date of the holding of the general meetings through “IPE Online” in the Empresas.NET System, category “Notice to Shareholders”, type “Expected Date for the General Meeting”, (i) within the first 15 (fifteen) days of the fiscal year, in the case of AGO, and (ii) within 7 (seven) business days after the occurrence of the event that justified the convening, in the case of AGE.

Alternatively, for the purpose of complying with the provision of paragraph 2 of Article 37 of CVM Resolution No. 81/22, the issuer may disclose the expected date for the holding of the ordinary general meeting in its corporate events calendar, to be disclosed also through “IPE Online” in the Empresas.NET System, provided that this document is presented within the first 15 (fifteen) days of the fiscal year.

In this sense, in accordance with paragraph 2 of Article 37 of CVM Resolution No. 81/22, if the company does not disclose the date of its ordinary general meeting within the established deadline, its holding shall be considered to take place on the same date as that held in the previous fiscal year.

Although CVM Resolution No. 81/22 has not set a minimum period between the disclosure of the date of occurrence of a meeting and the deadline for sending proposals by shareholders, the company must grant a reasonable period so that shareholders can exercise this right.

This reasonableness is expressly provided for in the case of a change in the date of occurrence of the meeting, in accordance with Article 37, paragraph 4, of CVM Resolution No. 81/22, but must always be observed when disclosing the date of any meeting in which the remote voting mechanism will be used, regardless of whether there has been a change in the initially disclosed date or not.

This amendment was proposed by the SEP, aiming to enable holders of shares with voting rights to express voting intentions both in field 13 of the remote voting ballot (which deals with the general election of a member of the board of directors) and in fields 17 and 18 (which deal with the requisition and separate election of a member of the board of directors by holders of shares with voting rights).

Before this regulatory amendment, the remote voting ballot was arranged in such a way that the shareholder who opted for separate election ran the risk that, in the event that the minimum percentage required by law was not reached, their vote would not be counted in the general election for the board of directors.

Thus, shareholders will be able to use their shares to vote in the general election of members of the board of directors, including through the multiple voting process, if the quorums required by Article 141 of Law No. 6.404/76 are not met.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

In line with the decision of the CVM Collegiate Body in the meeting of 21.01.2020, regarding Process CVM No. 19957.006786/2018-35 56, it is prohibited for minority shareholders linked to the controlling shareholder or under its decisive influence to request the inclusion, or contribute their shares to, together with other shareholders, make up the minimum percentage necessary for the inclusion, in the remote voting ballot, of candidates to compete for vacancies on the board of directors or the fiscal council to be filled in a separate election reserved for minority shareholders.

7.2.3 Frequent filling doubts
Paragraphs 4 and 5 of Article 141 of Law No. 6.404/76

It is clarified that the system of adopting remote voting in shareholders' meetings of joint-stock companies registered with the CVM in category A and authorized by a market administrator entity for the trading of shares on a stock exchange that have shares in circulation, did not alter the rights of minority ordinary and preferred shareholders provided for by Law.

Paragraphs 4 and 5 of Article 141 of Law No. 6.404/76 provide that:

§ 4. Shall have the right to elect and remove one member and their alternate from the board of directors, in a separate vote at the general meeting, excluding the controlling shareholder, the majority of holders, respectively:
I – of shares issued by an open company with voting rights, representing at least 15% (fifteen percent) of the total of shares with voting rights; and II – of preferred shares without voting rights or with restricted voting rights issued by an open company, representing at least 10% (ten percent) of the share capital, which have not exercised the right provided for in the bylaws, in accordance with Article 8.

§ 5. If it is verified that neither the holders of shares with voting rights nor the holders of preferred shares without voting rights or with restricted voting rights have made up, respectively, the quorum required in items I and II of § 4, they shall be entitled to aggregate their shares to jointly elect one member and their alternate for the board of directors, observing, in this case, the quorum required by item II of § 4.

It should be highlighted that the legal provisions mentioned deal with the quorum necessary for the separate election to take place. During the meeting, once the quorum is reached, by complying with the requirements of items I and II of paragraph 4 or paragraph 5, the indication of the candidates of the minority ordinary and/or preferred shareholders shall proceed, if they have not been previously indicated.

Therefore, the remote voting ballot must offer the preferred shareholder the option to aggregate their votes with those of the minority ordinary shareholders for the purpose of reaching the quorum necessary for the holding of a separate election, as permitted by paragraph 5 of Article 141 of Law No. 6.404/76.

Thus, it is recommended that, given the impossibility of inserting in the remote voting ballot the question regarding item 20 of Annex M of CVM Resolution No. 81/22, due to the absence of candidates indicated by preferred shareholders, the company must present to the preferred shareholders the question “If it is verified that neither the holders of shares with voting rights nor the holders of preferred shares without voting rights or with restricted voting rights have made up, respectively, the quorum required in items I and II of paragraph 4 of Article 141 of Law No. 6.404/76, do you want your vote to be aggregated to the votes of the shares with voting rights in order to elect for the board of directors the candidate with the highest number of votes among all those that, appearing in this remote voting ballot, compete in the separate election? [ ] Yes [ ] No [ ] Abstain” through Simple Question or Simple Deliberation.

In the context of Process 19957.004239/2022-00 57, the CVM Collegiate Body, in a discussion initiated on 08.08.2023 and finalized on 05.12.2023, by majority, understood that “the expression of will to install the college for the separate election of the board member and their alternate, indicated by the minorities, is a logical presupposition and requirement for the subsequent option to aggregate votes for the purpose of reaching the combined quorum of paragraph 5 of Article 141 of the LSA”.

Thus, for the shareholder to be able to opt to aggregate their votes with those of shareholders of other classes (Article 141, paragraph 5, of Law No. 6.404/76), they must also, in the remote voting ballot, request the separate election in accordance with Article 141, paragraphs 4, items I and II, of Law No. 6.404/76.

Regarding the fixing of the number of board members in the remote voting ballot

It has been observed that some issuers, whose bylaws establish a variable number of board members, although they disclose in their proposal for the meeting the number of members that they indicate, or are indicated by the controlling shareholder, to compose the board of directors, in addition to including as an item on the agenda the deliberation on the fixing of the exact number of members, end up not including such deliberation in the remote voting ballot.

On this subject, considering the current format of the remote voting ballot, it is recommended that the issuer include a simple deliberation, putting for scrutiny what was suggested in the administration's proposal.

As a result of this recommendation, it is suggested that companies include in the remote voting ballot the type of deliberation “election of the board of directors” by slate or by candidate only if there is an indication of names.

7.2.4 CICORP System and integration with the Empresas.NET System

The CICORP system was developed as a means for creating and sending the remote voting ballot in a structured manner.

Since 01.02.2019, in accordance with Circular Letter No. 1/2019/CVM/SEP, this system is integrated with the Empresas.NET System, that is, when the company finishes filling out the ballot through CICORP, there will be its automatic transmission through the Empresas.NET System. This transmission will also occur in the case of resubmission.

However, if the company needs to cancel the ballot, the cancellation must be done both in the CICORP system and in the Empresas.NET System.

56 See http://conteudo.cvm.gov.br/decisoes/2020/20200121_R1/20200121_D1112.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Unlike previous years, from 2019 onwards, the alteration of the remote voting ballot up to 20 (twenty) days before the meeting can be made without any request for release or authorization from either the CVM or B3.

From the 19th day onwards, the alteration of the ballot in the CICORP system can only be carried out through the formalization of a request for access release to B3. It is emphasized that, according to item II of paragraph 3 of Article 26 of CVM Resolution No. 81/22, the remote voting ballot can be resubmitted by the company in exceptional situations, to correct a relevant error that prejudices the understanding of the matter to be deliberated by the shareholder, or to adapt the proposal to the provisions of the regulation or the bylaws.

It was verified that in the CICORP system, in the case of election by multiple voting, in an election that would initially be by slate, it was not possible for shareholders to opt for the distribution of the percentage between candidates of one slate and another, only between candidates of the same slate.

However, considering that such a limitation is not imposed by the Corporation Law, which recognizes in its Article 141 the possibility for the shareholder to distribute their votes among several candidates, nor by CVM Resolution No. 81/22, in its Annex M, item 14, the system was altered so that the shareholder can manually distribute the percentage of the multiple vote among candidates of the unapproved slate. For the automatic distribution of the multiple vote, there was no alteration, the distribution continuing to be possible only among the candidates of the approved slate.

On 23.02.2022, the SEP published Circular Letter No. 1/2022-CVM/SEP (https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0122.html) regarding (i) the availability of a version of the standardized questions in the system, in accordance with CVM Instruction No. 481/09 (in force at the time), enabling the Portuguese-English translation of the ballot; and (ii) the distribution of votes, in an election of the board of directors through a multiple voting process, in a proportional manner, in a different (even smaller) group of candidates than that indicated in the simple election.

7.2.5 Remote voting exercised through service providers

As provided for in item II of Article 27 of CVM Resolution No. 81/22, the shareholder may send the instructions for filling out the remote voting ballot to their custodians or to the financial institutions contracted by the companies for the provision of securities registration services.

Conflicting vote instructions are considered those sent by the same shareholder who, with respect to the same deliberation, has voted in different directions in voting ballots delivered through different service providers, as provided in paragraph 1 of Article 44 of CVM Resolution No. 81/22.

In accordance with Article 48, paragraph 5, item I of CVM Resolution No. 81/22, if a shareholder, having sent a remote voting ballot by any means whatsoever, attends the meeting and requests to exercise the vote in person, the votes should not be considered conflicting. In these cases, the sent ballot should be disregarded, and the vote cast in person should be counted by the company.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

In accordance with item “b” of item II of Article 45 of CVM Resolution No. 81/22, the registrar must send to the company a summary map of the shareholders' vote instructions, identifying how many approvals, rejections, or abstentions each deliberated matter received and how many votes each candidate or slate received.

The company will disclose, through “IPE Online” in the Empresas.NET System (category “Meeting”, type AGO, AGE or AGOE”, species “Registrar's Map”) and on its website, the summary voting map received from the registrar, on the same date of its receipt, as established in paragraph 2 of Article 45 of CVM Resolution No. 81/22.

It is important to note that companies that are temporarily without a contract with a financial institution for the provision of share registration services must comply with the obligations attributed to registrars, while this condition persists, in accordance with paragraph 5 of Article 27 of CVM Resolution No. 81/22. In this sense, such companies must make available, through the Empresas.NET System, the registrar's map, as provided for in paragraph 2 of Article 45 of CVM Resolution No. 81/22.

If there is no exercise of remote voting through the service providers (custodians and registrar), the company must send, through the Empresas.NET System, the registrar's map, informing that there was no exercise of remote voting through the service provider.

If the exercise of remote voting is carried out exclusively through the service providers, the company must send, through the Empresas.NET System, the consolidated remote voting map, even if the information contained in this map is identical to that previously informed in the registrar's map.

7.2.6 Remote voting exercised directly

As provided for in item I of Article 27 of CVM Resolution No. 81/22, the shareholder may send the remote voting ballot directly to the company, by postal mail or electronic means, observing, if any, the guidelines contained in the convening notice.

With regard to the formalities to be required by companies for the identification of the shareholder, CVM Resolution No. 81/22 does not delimit a specific list of documents, leaving it to the company to specify these formalities, which, however, must not unjustifiably prevent the participation in the meeting of the shareholder using remote voting.

Until the end of the deadline for receiving the remote voting ballot, the shareholder may send a new vote instruction to the company, which should not be considered as a conflicting vote instruction, but rather as a rectification, in accordance with the sole paragraph of Article 46 of CVM Resolution No. 81/22.

It is recommended that, in the case where the shareholder does not fill out the ballot in its entirety or contains items filled out incorrectly, if the deadline for rectifying the remote vote instructions is still in force, the company must inform the inconsistencies found in the ballot and grant the shareholder the possibility of rectification. If the said deadline has already expired, the company shall compute the items that were filled out correctly and reject the specific items in which problems in the filling were found.

57 See https://conteudo.cvm.gov.br/decisoes/2023/20231205_R1/20231205_D2899.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Remember that, even if remote voting was not exercised, the company must send, through the Empresas.NET System, in the corresponding associations and within the deadlines provided in CVM Resolution No. 81/22, the maps provided for in that Resolution.

7.2.7 Calculation of votes in the general assembly

The shareholder who uses remote voting and whose voting ballot has been considered valid, or who has registered their presence in the electronic remote participation system made available by the company, must be considered present at the respective assembly and a signatory to its minutes, in accordance with paragraph 1 of article 47 of CVM Resolution No. 81/22.

In the event of an Ordinary General Assembly (AGO) and an Extraordinary General Assembly (AGE) occurring, although the assemblies take place on the same day, their respective quorums (AGO and AGE) must be counted separately.

Thus, a shareholder who may have filled out only the ballot generated for the AGO, but not for the ballot generated for the AGE, must have their presence counted only in the AGO; the same rationale applies to that who cast votes in the remote voting ballot regarding the AGE and did not fill out the AGO voting ballot.

Paragraph 1 of article 48 of CVM Resolution No. 81/22 provides that the voting instruction from a specific CPF (Individual Taxpayer Registry) or CNPJ (National Registry of Legal Entities) must be attributed to all shares held by that CPF or CNPJ, according to the shareholder positions provided by the registrar, on the date of the assembly.

Furthermore, in case of discrepancies between the remote voting ballot received directly by the company and the voting instruction contained in the registrar's analytical map, the voting instruction from the registrar must prevail in the calculation of votes to the detriment of those received directly by the company, as provided in paragraph 2 of article 48 of CVM Resolution No. 81/22.

As provided in paragraph 3 of article 48 of CVM Resolution No. 81/22, on the eve of the date of the general assembly, the company must publish, through the electronic system on the CVM's page (“IPE Online” in the Empresas.NET System, category: “Assembly”, type “AGO, AGE or AGOE”, species “Consolidated remote voting map”) and on its own page on the World Wide Web, a synthetic voting map consolidating the remote votes cast, that is, adding to the remote vote count the instructions received directly by the company.

Regarding the method of calculating votes in the general assembly, in accordance with paragraph 5 of article 48 of CVM Resolution No. 81/22, remote voting instructions from shareholders who: (i) physically attend the general assembly and request to vote in person; (ii) have opted to vote through an electronic system made available by the company, in the form of item II of paragraph 2 of article 28 of CVM Resolution No. 81/22; or (iii) are not eligible to vote in the assembly or in the respective deliberation, must be disregarded.

In this sense, the company must calculate votes, in accordance with article 48 of CVM Resolution No. 81/22:
(i) according to the analytical map of shareholders' voting instructions provided by the registrar; (ii) according to the analytical voting map prepared by the company based on the remote voting ballots received directly from shareholders; and (iii) according to the voting manifestations presented by shareholders present at the assembly.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

Remember that CVM Resolution No. 81/22 provides rules for rounding percentages when calculating votes from remote voting ballots, notably in matters involving the distribution of votes in case the election occurs by multiple voting.

The rule defined that equal distribution will consider the division of the percentage of 100% among the chosen candidates up to the first two decimal places, without rounding, and that the fractions of shares calculated from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure.

Paragraph 1 of article 48 of CVM Resolution No. 81/22 does not provide a cutoff date for determining shareholders eligible to participate in the assembly. There has been no change in this regard to the procedures normally applied in the assembly, which will continue to observe the provisions of article 126 of the Corporations Law.

Thus, if a shareholder alienates shares between the date of transmission of the voting instruction (remote voting ballot) and the date of the assembly, only the votes of the shares that remain in their ownership should be counted, and it is the company's responsibility to verify this balance at the time of the assembly.

As provided in paragraph 6 of article 48 of CVM Resolution No. 81/22, on the date of the general assembly, the company must publish, through the electronic system on the CVM's page (“IPE Online” in the Empresas.NET System, category “Assembly”, type “AGO, AGE or AGOE”, species “Final voting map”) and on its own page on the World Wide Web, a synthetic final voting map consolidating the remote votes cast and the votes cast in person, as calculated in the assembly.

The publication of the synthetic final voting map or the detailed final voting map as attachments to the summary of the assembly's decisions or to the assembly's minutes, respectively, does not dispense with the obligation to publish them in their specific associations in the Empresas.NET System.

Furthermore, in accordance with CVM Resolution No. 81/22, within 7 (seven) business days after the holding of the assembly, the company must publish via “IPE Online” in the Empresas.NET System, a detailed final voting map consolidating the remote votes cast and the votes cast in person, as calculated in the assembly, containing the first 5 digits of the shareholder's registration in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, the vote cast by them regarding each matter, and information about the shareholder position.

It is necessary that the deliberation questioning whether shareholders wish for their shares to compose the quorum for the formation of a separate election must be included in the map provided for in article 48, paragraph 6, of CVM Resolution No. 81/22, having or not having the quorum been reached.

In this sense, information regarding the aforementioned deliberation must be included in the consolidated detailed final voting map, regardless of whether the separate election occurred.

In accordance with paragraph 7 of article 48 of CVM Resolution No. 81/22, the company that publishes the detailed final voting map on the same day of the holding of the assembly is exempt from delivering the synthetic final voting map.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

It is emphasized that, when the election does not allow for the use of the multiple voting process, requests of this nature made through the remote voting ballot must be disregarded, with the votes cast in the same ballot regarding other matters remaining valid.

Once the multiple voting process is adopted for the election of members of the board of directors, the votes cast by shareholders who, via remote voting ballot, opted to “ABSTAIN” in the item of prior distribution of votes to the candidates informed in the ballot, are considered abstention in the respective assembly deliberation, such that the votes of such shareholders are not counted in the deliberation quorum and, therefore, these shareholders do not participate in the election of the members of the board of directors.

Therefore, considering that multiple voting is not an institution commonly found in the legislation of other jurisdictions, for better understanding by shareholders, companies must detail the voting procedure in the general assembly call material, making it clear that the votes of shareholders who fall under the hypothesis mentioned in the previous paragraph will be disregarded.

7.2.8 Proof of uninterrupted ownership of shares in a separate election of the board of directors in the case of remote voting

In accordance with paragraph 6 of article 141 of Law No. 6.404/76, only shareholders who prove uninterrupted ownership of the required shareholding for a period of at least 3 (three) months immediately prior to the holding of the general assembly may exercise the right to elect and remove a member and their alternate from the board of directors in a separate vote.

For its part, CVM Resolution No. 81/22, in regulating remote voting, did not explicitly impose the sending of documentation proving uninterrupted ownership by shareholders. Regarding this matter, it is noted that:

a) CVM Resolution No. 81/22 requires the shareholder to verify uninterrupted ownership themselves when filling out certain items of the voting ballot dealing with the separate election (according to items 17, 18, 19 and 20 of Annex M – Content of the Voting Ballot, which states that “the shareholder can only fill out this field if they are the uninterrupted owner of the shares with which they vote during the 3 months immediately prior to the holding of the general assembly”);

b) regarding voting ballots sent directly to the company, article 31, paragraph 1, item IV, of CVM Resolution No. 81/22 provides that it must contain instructions on the formalities necessary for the vote sent directly to the company to be considered valid, and therefore, there may be a requirement for additional documents by the company;

c) regarding ballots sent directly to the registrar or custodian, there is no express provision in CVM Resolution No. 81/22 requiring additional documentation, it being recalled that these participants are responsible for verifying that the voting instruction was given by the shareholder, in accordance with article 42, paragraph 1, of CVM Resolution No. 81/22;

d) in an analysis of a market participant's inquiry regarding the obligation to send a share position statement to prove uninterrupted ownership of shares in cases of voting through the voting ballot (CVM Process No. 19957.005426/2021-11), the SEP expressed the understanding that:

(i) the requirement to send documentation to prove uninterrupted ownership of shares is supported by article 141, paragraph 6, of Law No. 6.404/76;

(ii) if on the one hand it is not up to the CVM, through the regulation it issues, to exempt the shareholder from an obligation imposed by Law, there is no way to ignore the context in which the aforementioned paragraph 6 of article 141 was introduced into corporate legislation, the objective of implementing remote voting, and notably, the technological changes that have occurred in recent years;

(iii) it is the responsibility of the companies' management to guarantee the integrity of the remote voting process, either through the implementation of their own controls to verify uninterrupted ownership of shares, or by diligently ensuring that the share registrars they have contracted perform the necessary verifications, in order to observe the provisions contained in article 48 of CVM Resolution No. 81/22 regarding the calculation of votes;

(iv) best practice would involve, in the SEP's understanding, verification by the registrar agent (previously requested by the company's management from this service provider) of uninterrupted ownership regarding all items involving the matter (request for separate election and choice of candidates), already forwarding to the issuer the information that includes the assessment regarding this eligibility requirement;

(v) even though the primary responsibility for verifying such a requirement does not fall on the registrar, it is possible that this control is included in the set of services provided to securities issuers;

(vi) thus, in the case of sending a remote voting ballot to the registrar or custodian, the requirement to forward documentation proving uninterrupted ownership of shares seems to create a dispensable and burdensome formality for the shareholder;

(vii) regarding voting ballots sent directly to the company, it would be up to the issuers to define the necessary procedures to ensure the verification of uninterrupted ownership of shares. It is recalled that, in accordance with article 31, paragraph 1, item IV of CVM Resolution No. 81/22, voting ballots must contain instructions on the formalities necessary for the vote sent directly to the company to be considered valid, and therefore, there may be a requirement for additional documents deemed necessary;

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

(viii) thus, in the situation of sending a voting ballot directly to the company, it is up to the management to define the procedures and formalities that are essential to guarantee the integrity of the voting process via voting ballot, and any documentary requirements should not represent the creation of unnecessary obstacles to shareholders' participation in assemblies; and

(ix) in this sense, in line with the objective of the current regulation, companies must encourage the participation of shareholders in their assemblies, avoiding the creation of formalities that may burden or hinder the exercise of rights by shareholders and that do not have an effective impact on the integrity of the participation and voting process; and

e) in an appeal analysis within the scope of CVM Process No. 19957.004239/2022-00 58, in a discussion initiated on 08.08.2023 and finalized on 05.12.2023, President João Pedro Nascimento emphasized that “although the responsibility for proving uninterrupted ownership lies with the shareholder, an excessively formalistic interpretation of the command of article 141, § 6, should be avoided so as not to impose difficulties on the exercise of the prerogative to request a separate election. Having the company had access to sufficient documentation to prove uninterrupted ownership, it would be incumbent upon it to verify the votes validly received for the calculation of legal quorums”.

7.2.9 Presentation of documents – demonstrative table

For the sending of documents through the Empresas.NET System, the following associations must be used:

Category Type Species Deadline
Assembly AGO or AGO/E Remote voting ballot Up to 1 month before the assembly Assembly AGO or AGO/E Registrar's Map 48 hours before the assembly Assembly AGO or AGO/E Consolidated remote voting map Eve of the assembly date Assembly AGO or AGO/E Synthetic final voting map On the day of the assembly Assembly AGO or AGO/E Detailed final voting map Up to 7 business days after the assembly date

7.3 Abuse of voting rights and conflict of interest (article 115, paragraph 1, of Law No. 6.404/76)

According to paragraph 1 of article 115 of Law No. 6.404/76, the shareholder may not vote on the general assembly's deliberations regarding the appraisal report of assets with which they contribute to the formation of social capital and the approval of their accounts as an administrator, nor in any others that could benefit them in a particular way, or in which they have an interest conflicting with that of the company.

58 See https://conteudo.cvm.gov.br/decisoes/2023/20231205_R1/20231205_D2899.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

The CVM Collegiate Board, in a judgment held on 28.11.2017 (CVM PAS No. RJ2014/10556), understood that the shareholder who is also an administrator is, in accordance with article 115, paragraph 1, of Law No. 6.404/76, prohibited from voting regarding the proposal of a liability action against themselves (article 159 of Law No. 6.404/76) 59.

It is worth highlighting that, according to the Collegiate Board's decision, the fact that the accused resigned from the position of administrator before the holding of the general assembly does not change the configuration of the voting impediment, as they are the target of the proposal for a civil liability action, which would be based on facts that occurred during the period in which they were part of the company's administration.

On the other hand, it was decided that the shareholder-administrator may vote on the deliberation regarding the proposal of a liability action against another administrator, even if that administrator was elected with their favorable votes, or even indicated by them.

At the same time, the Collegiate Board reiterated the understanding already expressed in the files of CVM PAS No. RJ2014/10060, judged on 10.11.2015 60, to the effect that the shareholder-administrator is also prohibited, in accordance with article 115, paragraph 1, of Law No. 6.404/76, from voting on the deliberation regarding the taking of their accounts, through a company under their complete influence. It was highlighted that, if the norm seeks to remove the administrator's will from the deliberation, it is not logical or reasonable to admit that this will is manifested through a different means, but with the same effectiveness.

Notwithstanding the above precedent, regarding the possibility of an administrator's vote regarding the proposal of a liability action against themselves (article 159 of Law No. 6.404/76), the Collegiate Board expressed, in a judgment initiated on 23.05.2023 and finalized on 05.09.2023, within the scope of CVM PAS No. 19957.008172/2021-93 61, to the effect that:

(i) the hypotheses of conflict of interest of article 115, paragraph 1°, of Law No. 6.404/76 must be interpreted according to the material/substantive thesis, in line with predominant doctrine and with the most recent positions established by the CVM Collegiate Board;

(ii) specifically regarding the deliberations on liability actions provided for in article 159, there are additional systematic reasons in Law No. 6.404/76 that corroborate the adequacy of the material thesis and authorize the understanding that the shareholder/administrator may vote in such deliberations; and

(iii) the shareholder/administrator who decides to vote on deliberations regarding the proposal of the liability action of article 159 of Law No. 6.404/76 must bear the burden of proving that the vote cast, observing the peculiarities of the concrete case, occurred in the best interest of the company.

According to the winning thesis, despite the shareholder/administrator's vote being able to be exercised in the deliberations regarding the liability action provided for in article 159 of Law No. 6.404/76, in absolute coherence with the thesis of material conflict, it will be incumbent upon the shareholder/administrator to demonstrate, on the merits, consistently, that there are no conflicting interests with those of the company. It is necessary to demonstrate that the exercise of the voting right by the shareholder/administrator is aligned

59 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2017/RJ_201410556_Forjas-Taurus.html.
60 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2015/20151110_PAS_RJ201410060.html.
61 See https://conteudo.cvm.gov.br/sancionadores/sancionador/2023/20230905_PAS_19957008172202193.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br

with the “interest of the company”, as determined by the caput of article 115. This objective can be achieved, for example, through technical studies, opinions, expert opinions, and consultations with independent internal bodies destined to evaluate the subject.

In a decision of 13.11.2020, the Collegiate Board, by majority, within the scope of CVM Process No. 19957.005563/2020-75 62, expressed itself to the effect that the characterization of particular benefit, for there to be a voting impediment, “must result from the shareholder's condition resulting in the breaking of equality in the treatment of partners, and bear a direct relationship with the matter under deliberation”. Furthermore, it would not be appropriate to interpret the concept of particular benefit in a way that covers indirect benefits, under penalty of confusing it with the concept of conflicting interest, a distinct hypothesis of voting impediment in article 115, paragraph 1, of Law No. 6.404/76.

7.4 Incorporation, merger, and spin-off

The administrative bodies or partners of the societies involved in operations of incorporation, share incorporation, merger, or spin-off must sign a protocol containing the conditions of the operation, with the minimum information listed in the items of article 224 of Law No. 6.404/76.

Such operations will be submitted to the deliberation of the general assembly of the companies through justification, in which the information contained in the items of article 225 of Law No. 6.404/76 will be exposed.

In situations where at least one of the issuers is registered in category A, CVM Resolution No. 78/22 also applies.

In the case of incorporation, merger, and share incorporation involving a controlling company and a controlled company or societies under common control, the justification presented to the general assembly of the controlled company must contain, in addition to the information provided in articles 224 and 225, the calculation of the share substitution ratios of the controlled company's non-controlling shareholders based on the net asset value of the controlling company's and controlled company's shares, with both assets evaluated according to the same criteria and on the same date, at market prices, or based on discounted cash flow, or another criterion accepted by the CVM, in the case of open companies (article 264 of Law No. 6.404/76 and article 8 of CVM Resolution No. 78/22).

It is important to note that, in a meeting on 15.02.2018, within the scope of CVM Process No. 19957.011351/2017-21 63, by unanimity, the Collegiate Board expressed that article 264 of Law No. 6.404/76 is inapplicable in operations of incorporation of a wholly-owned subsidiary by a controlling open company, since, with no non-controlling shareholders, the fundamental condition provided for in the device would not be present.

Still regarding the applicability of article 264, it is noted the need for the use of a single evaluation criterion for the acquiring and acquired companies, given the comparability objective provided for in this article.

62 See https://conteudo.cvm.gov.br/decisoes/2020/20201113_R1/20201113_D1979.html.
63 See https://conteudo.cvm.gov.br/decisoes/2018/20180215_R1/20180215_D0947.html.

The Board of Directors understood, on 29.11.2023, within the scope of Process 19957.012824/2023-56 64, that “the use of distinct methodological criteria for the valuation of each of the assets of the controlling/merging and controlled/merged companies, for the purposes of Article 264 of the BSA, is a measure that prejudices the comparative function of this valuation and, in this sense, is not compatible with the objective of the norm.”

Regarding the publication in the press of the relevant fact referred to in Article 3 of CVM Resolution No. 78/22, it should be noted that the transaction must be disclosed in accordance with current regulation, which currently includes Law No. 6.404/76 and CVM Resolution No. 44/21, such that CVM Resolution No. 78/22 defines only the minimum content of the instrument that will disclose it, if such disclosure is necessary. Thus, it is up to the company’s administration to assess the convenience and opportunity of disclosing such relevant fact.

CVM Resolution No. 81/22 provides for an annex regarding assemblies that may deliberate on mergers, spin-offs, incorporations, and share incorporations involving at least one issuer registered in category A. This annex requires a series of information, which must be provided in the proposal, which must be disclosed by “IPE Online” in the Empresas.NET System, category “Assembly”, type “AGE” or “AGO/E”, species “Administration Proposal”, subject “Merger”, “Spin-off”, “Incorporation” or “Share Incorporation”. Among such information, the following stand out:
a) the protocol and justification, which, according to usual practice of open companies, may be contained in a single document; b) copies of studies, presentations, reports, opinions, opinions or valuation reports of the companies involved made available to the controlling shareholder; c) financial statements used for the purposes of the operation; and d) pro forma financial statements prepared for the purposes of the operation.

All documents and information pertinent to the matter to be debated at the extraordinary general meeting must be made available to shareholders. In this sense, in addition to the documents already mentioned, all relevant information must be disclosed so that shareholders can make an informed decision, such as (i) possible non-compete agreements; (ii) proposals for the execution of contracts of any nature that have administrators or shareholders of the company as one of the parties and that bear any relation to the business combination; and (iii) proposal for modification of administrator remuneration in the context of corporate restructuring.

The substitution ratios and other conditions of the operation must be disclosed by the company both in the relevant fact (Annex A of CVM Resolution No. 78/22) and in the protocol (Article 224 of Law No. 6.404/76), highlighting that, in addition to the criteria used, the values that served as the basis for the calculation of the substitution ratios must also be disclosed.

In accordance with paragraph 2 of Article 264 of Law No. 6.404/76, the valuation of the assets of the companies in incorporation or merger operations involving a controlling and controlled company or companies under common control will be carried out by a specialized company, in the case of open companies.

64 See https://conteudo.cvm.gov.br/decisoes/2023/20231129_R1/20231129_D2968.html.

Regarding financial statements, note that Article 6 of CVM Resolution No. 78/22 provides that the companies involved must disclose statements whose base date is the same for all companies in question and that such date is not earlier than 180 (one hundred and eighty) days from the assembly that will deliberate on the operation. This last deadline may be extended to 360 (three hundred and sixty) days, at the discretion of the administrators of the open companies involved, provided that the financial situation of the companies involved has not changed significantly after the base date of the statements and the administrators sign a declaration to this effect. Article 10 of this same Resolution further provided that the obligations provided for in Chapter III do not apply to incorporations or share incorporations of closed companies by an issuer of securities registered in category A, if the operation does not represent a dilution greater than 5% (five percent).

The statements must be prepared in accordance with Law No. 6.404/76 and audited by an independent auditor registered with the CVM, even if some of the companies involved are not joint-stock companies or are subject to the rules issued by the CVM.

Additionally, pro forma financial statements must also be prepared for the companies that will survive or result from the operation, as if they already existed, referring to the date of the aforementioned financial statements. Likewise, such statements must be prepared in accordance with Law No. 6.404/76 and will be submitted to reasonable assurance by an independent auditor registered with the CVM, in accordance with CVM Resolution No. 151/22.

It should be noted, furthermore, the recommendations of Orientation Opinion No. 35/08 aimed at merger, incorporation and share incorporation operations involving a controlling company and its controlled companies or companies under common control.

Although the procedures described in the aforementioned Opinion are not exclusive or exhaustive, the CVM understands that their adoption is an adequate way to comply with the fiduciary duties of administrators provided for in Articles 153, 154, 155 and 245 of Law No. 6.404/76. In this sense, the CVM has already manifested itself, in a Market Communication of 27.05.2009 65, in the sense that one of the recommendations contained in said Opinion concerns the constitution of an independent committee for negotiating the conditions of the operation, such that its constitution for mere confirmation of a previously established exchange ratio distorts the purposes of such body.

Additionally, it is recommended that deliberations and negotiations related to the operation be duly documented, among other procedures, through the preparation of minutes of all meetings, in order to support any analysis of compliance with fiduciary duties provided for by Law by members of the board of directors and the independent committee.

It is not recommended to disclose any exchange ratio that the administration or controlling shareholder considers applicable to the intended operation before the completion of the work of the independent committees, since this disclosure at an earlier time may, even, influence the quotation of the shares of the companies involved until the conclusion of the negotiations. In cases where this still occurs, the information provided for in Article 4 of CVM Resolution No. 78/22 must be disclosed.

65 See https://www.gov.br/cvm/pt-br/assuntos/noticias/manifestacao-de-entendimento-sobre-aplicacao-do-parecer-deorientacao-n-35-08-35f8f5c4f30947178fdceec669cc51e1.

In cases where the incorporation, merger or spin-off operation gives rise to a right of withdrawal, open companies that have shares admitted to trading in regulated markets must, as provided for in Article 21 of CVM Resolution No. 81/22, disclose the information provided for in Annex H to said Resolution, in the manner described in this Circular (see item 4.2). Note, however, that in cases of increase or reduction of capital exclusively due to incorporation, merger or spin-off operations, it is not necessary to make Annexes C and E of CVM Resolution No. 81/22 available.

Attention should be drawn to the fact that corporate restructurings of this nature, in addition to involving relevant values, significantly affect the rights of shareholders of the companies involved, including due to, in many cases, the compulsory migration to the share base of another company.

In this context, regardless of whether the operation falls within the hypotheses provided for in Article 264 of Law No. 6.404/76, administrators must act, in the exercise of their duties, with diligence and loyalty to the company and, consequently, to all its shareholders, observing, whenever applicable, the procedures recommended in item 3 of CVM Orientation Opinion No. 35/08, which deals with the concretization of fiduciary duties, with respect to, for example: (i) obtain all necessary information to perform their function; (ii) have enough time to perform their function; (iii) have deliberations and negotiations duly documented, for later verification; (iv) assess the need or convenience of hiring legal and financial advisors; (v) have the work of hired advisors duly supervised; (vi) consider the possibility of adopting alternative forms to conclude the operation; (vii) express opposition to the operation if the exchange ratio and the other proposed terms and conditions are unsatisfactory.

7.5 Acquisition of a commercial company by an open company
Article 256 of Law No. 6.404/76 determines that the purchase, by an open company, of the control of any commercial company, will depend on the deliberation of the general meeting of the purchaser, specially convened to know the operation, whenever:
a) the purchase price constitutes, for the purchaser, a relevant investment (Article 247, sole paragraph); or b) the average price of each share or quota exceeds one and a half times the largest of the three values indicated below:
(i) average quotation of shares on the stock exchange or in the organized over-the-counter market, during the 90 (ninety) days prior to the date of contracting; (ii) net asset value (Article 248) of the share or quota, evaluated at market prices (Article 183, paragraph 1); (iii) net profit value of the share or quota, which may not exceed fifteen times the annual net profit per share (Article 187, item VII) in the last two fiscal years, monetarily updated.

In principle, the aforementioned article does not apply to operations in which open companies acquire commercial companies through their controlled, affiliated or wholly-owned subsidiaries, which are closed companies or present another corporate type.

Nevertheless, in the analysis of concrete situations, controllers and administrators may be held liable for abuse or deviation of power, respectively, if it is proven that the use of a certain “vehicle” company in the acquisition of control of other companies was to the detriment of the legitimate interests of the other shareholders of the open company.

Regarding the disclosure of relevant facts or market communications related to operations for the acquisition of a commercial company, at the time it decides to disclose the information, the administration must include in the disclosed document the relevant available information that allows the understanding of the business by the public to which the information is intended, which includes the main conditions of the business (price, payment method, possible stages of an eventual restructuring, uncertainties and contingencies related to the operation, in addition to the eventual classification under the hypotheses provided for in Article 256 of Law No. 6.404/76), being essential to comply with the requirements provided for in Articles 15 to 20 of CVM Resolution No. 80/22, in particular, the completeness and consistency of the communication, which must be written in simple, clear, objective and concise language.

Additionally, in its paragraph 2, Article 256 provides that “if the acquisition price exceeds one and a half times the largest of the three values referred to in item II of the caput [average quotation, net asset value adjusted to market and 15 (fifteen) times the average of the annual net profit per share of the last two fiscal years], the dissenting shareholder of the deliberation of the assembly that approves it will have the right to withdraw from the company through reimbursement of the value of its shares, in accordance with Article 137, observed the provisions of its item II”.

In view of the above, when disclosing the acquisition of a commercial company, the open company must inform whether the said acquisition was carried out by the open company itself or through a controlled, affiliated or wholly-owned subsidiary, as well as whether the operation will be submitted to the deliberation of the general meeting of shareholders and whether it will give rise to the right of withdrawal for its shareholders, as provided for in the aforementioned Article 256.

It should be noted that such disclosure must contain, at minimum, the information necessary to prove that it is (or is not) a hypothesis for holding an assembly and granting the right of withdrawal.

If the operation is to be the subject of assembly deliberation, the deadline in which the assembly is intended to be held must be informed. Companies registered in category A to which CVM Resolution No. 81/22 applies must, as provided for in Article 20 of said Resolution, disclose, at minimum, the information provided for in its Annex G, in the manner oriented in this Circular (see item 4.2).

Although CVM Resolution No. 81/22 does not apply to issuers registered in category B and to all those registered in category A, all issuers must send, on the same date of publication of the first announcement of the convening of the assembly, by virtue of the provisions of paragraph 3 of Article 135 of Law No. 6.404/76 and item II of Article 34 of CVM Resolution No. 80/22, the documents and information necessary for the exercise of the right to vote.

It is highlighted that the report required by paragraph 1 of Article 256 of Law No. 6.404/76 is not confused with the valuation required by paragraph 2 of the same article, since its function is to support the decision of shareholders to approve or not the operation, providing a benchmark or justifying the purchase price, and must be prepared by the criterion that the administrators consider to be the one that best evaluates that investment.

The valuation report referred to in paragraph 1 of Article 256, as well as other reports eventually produced for the purposes of letters “a”, “b” and “c” of item II of the caput of the same article, must be sent, via “IPE Online” in the Empresas.NET System, category “Economic-Financial Data” and type “Valuation Report”, identifying in the subject, whenever possible, the type of report and the operation to which they refer.

It is recommended that companies only carry out corporate restructurings involving acquired companies after the acquisition has been approved or ratified in a shareholders’ meeting.

In the event of an operation subject to ratification by the general meeting of shareholders, it is recommended that such ratification, when possible, take place at the first general meeting to occur from the implementation of the operation.

If the operation gives rise to the exercise of the right of withdrawal, it must also be informed: (a) shareholders who may exercise the right of withdrawal, if they dissent from the deliberation of the assembly, to be convened for the ratification of this acquisition (see item 7.7); (b) the reimbursement value, in reais (R$) per share; and (c) the deadline and procedures that dissenting shareholders must adopt to manifest themselves.

In these cases, open companies that have registration in category A and to which CVM Resolution No. 81/22 applies must also, as provided for in Article 21 of CVM Resolution No. 81/22, disclose the information provided for in Annex H to said Resolution, in the manner oriented in this Circular (see item 4.2).

7.6 Conversion of shares
In cases of conversion of shares, without prejudice to the provisions of CVM Resolution No. 44/21, the administration’s proposal, to be sent via “IPE Online” in the Empresas.NET System, category “Assembly”, type “AGO/E”, “AGE” or “AGESP”, species “Administration Proposal”, subject “Conversion of shares”, must contain all relevant information, as well as be accompanied by all documents necessary for shareholders to make a decision, such as the reasons or purposes of the operation; the mandatory or optional nature of the operation and the eligibility for the right of withdrawal of dissenting shareholders (see item 7.7); the conversion ratio between the classes or species of shares; the criterion for determining the said conversion ratio; and the justification for adopting the said criterion in the conversion operation.

7.7 Right of withdrawal
Law No. 6.404/76 provides for the possibility of exercising the right of withdrawal in specific hypotheses, such as those provided for in Articles 137; 221; 223, paragraph 4; 252; 256 and 264. If the matter deliberated at the general meeting gives rise to a right of withdrawal, the company must inform, at minimum, the shares and classes to which the withdrawal applies, the date that will be used to identify the shareholders who may exercise the right of withdrawal, the reimbursement value per share and its method of calculation, the deadlines and procedures that shareholders of this company, dissenting from the deliberation of the said assembly, must adopt to exercise the right of withdrawal, as well as (i) whether the exercise of the right of withdrawal will be, exclusively, on the total number of shares or whether it will be allowed, even, the exercise on part of the shares held and (ii) whether for the exercise of the right of withdrawal uninterrupted ownership is necessary, from the date of identification of shareholders with the right to manifest their dissent until the day of exercise of such right.

The objective of the above guidance is that all necessary information be provided for investors to make a reflected and informed decision, without prejudice to the possibility of the CVM coming to analyze the regularity of the procedures adopted by the company.

It is worth clarifying that, as provided for in paragraph 1 of Article 137 of Law No. 6.404/76, “the dissenting shareholder of the deliberation of the assembly, including the holder of preferred shares without voting rights, may exercise the right to reimbursement of the shares of which he was, demonstrably, the holder on the date of the first publication of the notice of convening of the assembly, or on the date of communication of the relevant fact object of the deliberation, if earlier”.

By “date of communication of the relevant fact” must be understood the date of disclosure of the relevant fact in the electronic system available on the CVM’s internet page and in the communication channels described in Article 3, paragraph 4, of CVM Resolution No. 44/21.

Thus, the right of withdrawal would only be due to shares acquired until the day prior to the publication of the first notice of convening of an assembly or to the disclosure of the relevant fact, whichever occurs first, regardless of the date of disclosure of the document via the Empresas.NET System.

Article 137, item II, of Law No. 6.404/76 reserves that, in the cases mentioned in items IV and V of Article 136 of the same Law, the holder of a share of species or class that has liquidity and dispersion in the market will not have the right of withdrawal, considering that there is:
a) liquidity, when the species or class of share, or certificate representing it, integrates a general index representative of a portfolio of securities admitted to trading in the securities market, in Brazil or abroad, defined by the CVM; b) dispersion, when the controlling shareholder, the controlling company or other companies under its control hold less than half of the species or class of share.

In accordance with Article 9 of CVM Resolution No. 78/22, it is understood that the index considered for the purpose of liquidity must be the Ibovespa.

In the 10 (ten) days subsequent to the end of the period referred to in items IV and V of the caput of Article 137 of Law No. 6.404/76, it is optional for the administration bodies to convene the general meeting to ratify or reconsider the deliberation, if they consider that the payment of the reimbursement price of the shares to the dissenting shareholders who exercised the right of withdrawal will put the financial stability of the company at risk.

For this reason, the administration’s decision to propose the reconsideration of the AGO and/or AGESP deliberation, in accordance with Article 137, paragraph 3, of Law No. 6.404/76, must, as a rule, be the subject of a relevant fact, within the aforementioned deadline. The administration’s decision to ratify the said deliberation must, as a rule, be the subject of a market communication.

Open companies registered in category A to which CVM Resolution No. 81/22 applies must also, as provided for in Article 21 of CVM Resolution No. 81/22, disclose the information provided for in Annex H to said Resolution, in the manner oriented in this Circular (see item 4.2).

It is recommended that the withdrawal period, start and end, be disclosed by the company.

7.8 Capital increase by private subscription
In cases of capital increase, by private subscription, it is necessary that the administration’s proposal contain all relevant information, as well as be accompanied by all documents necessary for shareholders to make a decision, such as:
a) justification regarding the need to carry out the operation; b) main characteristics of the operation:
i. quantity of shares to be issued by species (and class, if any) and potential for dilution of shareholding. The potential for dilution represents the maximum percentage of dilution suffered by the shareholder who fails to exercise their right of preference in the subscription of the new shares issued. The determination of this percentage can be obtained by dividing the quantity of new shares to be issued by the sum of this quantity with the initial quantity of shares before the capital increase, multiplying the quotient obtained by 100;
ii. issue price; criterion adopted for determining the issue price and detailed information on the economic aspects that underpinned the choice of this criterion;
iii. deadlines and procedures to be observed by shareholders in exercising the right of preference and in the subscription and payment of the issued shares: date to be considered for the identification of shareholders who will have the right to subscribe to the new shares and percentage that shareholders will have the right to subscribe with up to 10 decimal places, and dates of start and end of the preference period if already defined;

iv. treatment regarding surpluses of unsubscribed shares (in accordance with paragraph 7 of article 171 of Law No. 6,404/76). In the case of allocation of surpluses of unsubscribed shares, the percentage for exercising the right to subscribe to surpluses must be obtained by dividing the quantity of unsubscribed shares by the total quantity of shares subscribed by subscribers who expressed interest in the surpluses during the preference period, multiplying the quotient obtained by 100. The company may allow shareholders who express interest in subscribing to surpluses to indicate the quantity of additional surpluses they wish to subscribe to; and

v. in the case of new allocations, the percentage for exercising the right to subscribe to surpluses must be obtained by dividing the quantity of unsubscribed shares by the total quantity of shares subscribed, in the right of preference and in other allocations, by subscribers who have expressed interest in the surpluses, multiplying the quotient obtained by 100.

c) valuation report and other documents that supported the determination of the issue price; d) copy of the Fiscal Council's opinion, if it is in operation, with dissenting votes, if applicable; and e) inform whether the shares to be issued as a result of the increase in share capital will participate on equal terms in all benefits, including dividends and any capital remuneration that may be approved in the fiscal year. If they participate on a pro rata temporis basis, inform from what moment they will fully participate in all benefits.

Open companies registered in Category A to which CVM Resolution No. 81/22 applies must, furthermore, as provided in article 15 of CVM Resolution No. 81/22, disclose the information provided for in Annex C to said Resolution, in the manner oriented in this Circular (see item 4.2), when the capital increase is deliberated in a general assembly. It should be noted that the disclosure of the information in this Annex is not necessary when the increase results exclusively from a merger, spin-off, incorporation, or incorporation of shares, in accordance with article 22 of CVM Resolution No. 81/22.

If the private subscription capital increase operation is to be deliberated in a board of directors meeting, open companies registered in Category A must, as provided in article 33, item XXXI, of CVM Resolution No. 80/22, disclose the information provided for in Annex E to said Resolution, on the same date of disclosure of the minutes of the board of directors meeting or within 7 (seven) business days of the date of the meeting of said body, whichever occurs first. This communication must be disclosed through “IPE Online” in the Empresas.NET System (category “Notice to Shareholders”, type “Capital increase by private subscription deliberated in BoD”), mentioning in the subject the information disclosed.

The procedures provided for in the two preceding paragraphs also apply in the case of deliberation on capital increase in the context of conversion of debentures or other debt securities into shares, exercise of subscription right or subscription bonuses, capitalization of profits or reserves, and splits of option plans.

COMISSÃO DE VALORES MOBILIÁRIOS
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Regarding the role of the Fiscal Council, in general, it is not incumbent upon this body to previously express an opinion on statutory alterations related to authorized capital. However, in cases where the alteration of authorized capital is being deliberated in a General Shareholders' Meeting (AGE), to enable the approval of a capital increase by the Board of Directors, whose main characteristics are already defined and known to shareholders, it is understood that the Fiscal Council should express its opinion on the capital increase prior to the AGE that will deliberate on the modification of authorized capital, in order to, in accordance with article 163, item III, of Law No. 6,404/76, support the decision of shareholders.

In this regard, the Fiscal Council's opinion, in cases of capital increase, must expressly contain the opinion of the body (favorable or unfavorable) on the proposed operation, and it is not sufficient to simply mention the presence of necessary and sufficient information for shareholders to deliberate the topic in assembly.

It should be recalled that, in the understanding of the CVM Collegiate (see decision of 07.01.2014 – CVM Process No. RJ2013/6295 66), in line with the provisions of CVM Instruction No. 400/03 (in force at the time) and CVM Advisory Opinion No. 08/81, in the case of capital increases with partial ratification, shareholders must be granted the right to condition their investment.

In this sense, once the possibility of partial ratification is provided for, the company must inform in Annex C of CVM Resolution No. 81/22 (item 5.r) or in Annex E of CVM Resolution No. 80/22 (article 2, XVII) regarding the granting or not of a final deadline for investment review, in the case of partial placement of the shares subject to the increase in share capital, in which articles 73 and 74 of CVM Resolution No. 160/22 were observed.

It is also highlighted that, on the same occasion, the CVM Collegiate understood that it is possible to effectuate partial ratification of a partially subscribed private capital increase, regardless of the realization of public distribution efforts for surpluses. In the decision, the Collegiate expressed in summary that the effectuation of a capital increase by private subscription of shares that has been partially subscribed requires:

a) that the deliberation of the increase (as well as the material disclosed to shareholders in the form of CVM Resolution No. 81/22, in cases where the general assembly is the competent body to deliberate on the matter), expressly:
(i) provides for such possibility of partial subscription; (ii) specifies the minimum quantity of securities that must be subscribed (or the minimum amount of resources that must be ensured) for the increase to be effectuated; and (iii) specifies the maximum quantity of securities that may be subscribed (or the maximum amount of resources that must be ensured) within the scope of the capital increase; and b) that all relevant information necessary for shareholders to evaluate the capital increase and its multiple outcomes be provided to shareholders, including, among others, information on (i) destination of resources; (ii) dilution; and (iii) subscription commitments;

66 See http://conteudo.cvm.gov.br/decisoes/2014/20140107_R1/20140107_D01.html.

COMISSÃO DE VALORES MOBILIÁRIOS
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c) that shareholders be granted the right to conditional subscription of the increase; d) that at the end of the preference period, it is verified that the minimum amount indicated in the deliberation approving the increase has been subscribed; and e) that the capital increase that admits partial subscription cannot be effectuated if the subscribed amount does not reach, at least, the minimum value indicated in the deliberation that approved the operation.

In this hypothesis (and only in this hypothesis), there will be surpluses, whose treatment must follow the provisions of article 171, paragraph 7 (sale on exchange).

It is emphasized that there is no legal impediment for subscribers of shares who have the right to participate in the allocation of surpluses to cede this right, for consideration or not, to other subscribers of shares or even to third parties.

7.8.1 Surplus of shares in capital increase with credits
As provided in article 171, paragraph 2, of Law No. 6,404/76, in the capital increase through capitalization of credits or subscription in assets, the right of preference is always ensured to shareholders, and, if applicable, the amounts paid by them will be delivered to the holder of the credit to be capitalized or of the asset to be incorporated.

According to the understanding of SEP, capitalization with credits does not exempt compliance with paragraph 7 of the same article 171. However, in PAS CVM No. RJ2013/6294 67, the Collegiate concluded that the body that deliberated the realization of a capital increase in an amount equal to that of the credit to be capitalized or of the asset to be incorporated should not observe the provisions of article 171, paragraph 7, and consequently is not obliged to promote the allocation of surpluses among shareholders, being able to deliver them directly to the holder of the respective credit or asset.

7.9 Capital Reduction
Law No. 6,404/76 regulates capital reduction in its articles 173 and 174 and stipulates that a general assembly may deliberate the reduction of share capital in two hypotheses: if there is a loss, up to the amount of accumulated losses, or if it is judged excessive.

It is emphasized that capital reduction operations must observe the established in article 174 of Law No. 6,404/76, which determines that the reduction of share capital with restitution to shareholders of part of the value of the shares, or by the decrease in their value, when not fully paid, to the amount of the contributions, only becomes effective 60 (sixty) days after the publication of the minutes of the general assembly that deliberated it.

Thus, the cutoff date, i.e., the date that will identify shareholders with the right to receive the value corresponding to the reduction of share capital, must be subsequent to the end of the period provided for in article 174 of Law No. 6,404/76 (period for creditor opposition).

67 See http://www.cvm.gov.br/sancionadores/sancionador/2017/20171114_PAS_RJ20136294.html.

COMISSÃO DE VALORES MOBILIÁRIOS
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Whenever the general assembly is convened to deliberate on capital reduction, issuers registered in Category A to which CVM Resolution No. 81/22 applies must disclose, through “IPE Online” in the Empresas.NET System (see item 4.2.2), at minimum, the following information required by CVM Resolution No. 81/22: (a) value of the reduction and new share capital; (b) detailed explanation of the reasons, form, and consequences of the capital reduction; (c) copy of the Fiscal Council's opinion, if it is in operation, when the proposal for capital reduction is initiated by the administrators; (d) as applicable: (i) the value of restitution per share; (ii) the value of the decrease in the value of shares to the amount of contributions, in the case of non-fully paid capital; or (iii) the quantity of shares subject to the reduction. It should be noted that the disclosure of this information is not necessary when the increase results exclusively from a merger, spin-off, incorporation, or incorporation of shares, in accordance with article 17 of CVM Resolution No. 81/22.

It is emphasized that, even if CVM Resolution No. 81/22 does not apply to issuers registered in Category B and in Category A not mentioned in the previous paragraph, these must send, on the same date of publication of the first announcement of convening the assembly, by virtue of the provisions of paragraph 3 of article 135 of Law No. 6,404/76 and item II of article 34 of CVM Resolution No. 80/22, the documents and information necessary for the exercise of voting rights in AGEs.

7.10 Share Grouping
In the case of share grouping, in the material fact disclosing the operation, the grouping factor and the treatment to be given to the resulting share fractions must be informed.

Annual Circular 2024 CVM/SEP

Lineage: In force