SECURITIES AND EXCHANGE COMMISSION
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 ANNUAL CIRCULAR LETTER-2026-CVM/SEP Rio de Janeiro, February 26, 2026.
SUBJECT: General guidelines on procedures to be observed by open companies, foreign companies, and incentivized companies registered with the CVM.

Dear Investor Relations Director/Legal Representative,

In this Circular Letter, the Department of Corporate Relations (SEP) guides issuers of securities registered with the CVM on the procedures that must be observed when sending periodic and occasional information. Guidelines are also presented regarding interpretations given by the CVM Board and the SEP concerning relevant aspects of legislation and regulation, which must be considered 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 the relationship with investors and the market, as well as minimizing eventual deviations and, consequently, reducing the need to formulate requirements, apply conditional fines, and impose penalties.

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

The annual update of this Circular Letter benefits from the collaboration of all members of the SEP, and the involvement of staff is of fundamental importance.

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

Regarding accounting matters, reading the Circular Letters/SNC/SEP:
http://conteudo.cvm.gov.br/legislacao/index.html?buscado=true&contCategoriasCheck=1&vi mDaCategoria=/legislacao/oficios-circulares/snc-sep/;
Regarding other matters, reading the Circular Letters 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, disseminating knowledge from the Brazilian Institute of Corporate Governance:
https://conhecimento.ibgc.org.br/Paginas/default.aspx;
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 Lawyers: https://amecbrasil.org.br/wp-content/uploads/2022/12/VieiraRezende_AMEC_Guia-de-Prevencao-a-Insider-Trading.pdf;
Regarding the consultation of associations (category/type/species) in the Sistema Empresas.NET system, for the submission of documents by open companies, foreign companies, incentivized companies, and applicants for registration, reading the Manual for Submission of Periodic and Occasional Information:
https://www.gov.br/cvm/pt-br/assuntos/regulados/consultas-porparticipante/companhias/envio-de-informacoes/manual-de-envio-de-informacoes-periodicase-eventuais.

Sincerely,

FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations

SECURITIES AND EXCHANGE COMMISSION
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

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 Capital Access Facilitation Regime and Listing Incentives – FÁCIL.................................18
2.2 Issuer categories......................................................................................................................18
2.3 Issuer registration request.............................................................................................................19
2.4 Obtaining login, password, and code by new companies for use of the Sistema
Empresas.NET..............................................................................................................................................20
2.5 Submission of documents........................................................................................................................20
2.6 Supervision fee .............................................................................................................................21
2.7 Resubmission of documents.........................................................................................................23
2.8 Financial statements presented in the registration request.......................................................23
2.9 After the granting of open company registration...........................................................................25
2.10 Additional guidelines ........................................................................................................................25
2.11 Registration update........................................................................................................................27
2.12 Issuers of securities deposit certificates (BDR) .................................................28
2.13 Category conversion requests...................................................................................................31
2.14 Consequences of non-delivery of information .................................................................................32
2.15 Conditional fines............................................................................................................................32
2.16 Appeal against the application of conditional fine.................................................................................34
2.17 Publication of the list of delinquent issuers............................................................................36
2.18 Ex officio suspension of issuer registration........................................................................................36
2.19 Ex officio cancellation of issuer registration due to information delinquency..........................36
2.20 Sanctioning administrative process .................................................................................................37
2.21 Other grounds for cancellation of registration ..................................................................................38
2.21.1 Voluntary cancellation of registration ..........................................................................................38
2.21.2 Ex officio cancellation of the issuer's registration due to its extinction.............................40

3 Periodic Information............................................................................................... 41
3.1 Management report .................................................................................................................41
3.2 Financial statements.................................................................................................................42
3.2.1 Financial institutions authorized to operate by the Central Bank of Brazil..........................49

SECURITIES AND EXCHANGE COMMISSION
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

3.2.2 Early disclosure of financial information....................................................................50
3.2.3 Capital budget...................................................................................................................51
3.2.4 Integrated report – start of validity of CVM Resolution No. 14/20 – need to
use the "Integrated Report" category in the Sistema Empresas.NET system ...........................................................52
3.2.5 Relevant aspects to be observed in the preparation of explanatory notes and the
management report......................................................................................................................52
3.2.6 Sustainability-related financial information report, based on the international standard
issued by the International Sustainability Standards Board – ISSB ....................54
3.2.7 Validity of Technical Pronouncement CPC 50 – Insurance Contracts .......................................55
3.2.8 Revision of associations in the Sistema Empresas.NET system for submission of additional
financial statements..............................................................................................................................55
3.2.9 Technical Guidance OCPC 10 – Carbon Credits (tCO2e), Emission Allowances
and Decarbonization Credits (CBIO) .............................................................................56
3.2.10 Changes to CPCs 03, 32 and 40 – CVM Resolution No. 197, of 12/26/2023...............................57
3.2.11 Technical Pronouncement CPC 51 and Review Document No. 28 – CVM Resolutions
No. 237 and 238, of 12/24/2025...................................................................................................................57
3.2.12 Cloud Computing Arrangements – Circular Letter No. 1/2026/CVM/SNC/SEP..........................................................................................................58

3.3 Periodic forms........................................................................................................................59
3.3.1 Registration form.....................................................................................................................59
3.3.2 Reference form..............................................................................................................60
3.3.2.1 Annual submission of the form .................................................................................................60
3.3.2.2 Update of the reference form ..............................................................................61
3.3.2.3 Resubmission of the reference form due to public distribution registration
64
3.3.4 Standardized financial statements – DFP ........................................................................65
3.3.5 Quarterly information – ITR ......................................................................................................66
3.3.6 Securitization company report...........................................................................................................69
3.3.7 Report on Brazilian Corporate Governance Code – Open Companies..............70

3.4 Ordinary General Meeting – OGM.......................................................................................................70
3.4.1 Notice of article 133 of Law No. 6.404/76............................................................................71
3.4.2 Management proposal for OGM .........................................................................................72
3.4.2.1 Issuers registered in category A for which CVM Resolution No.
81/22 applies 72
3.4.2.2 Issuers registered in category B and in category A for which CVM Resolution No. 81/22 does not apply
...................................................................................................................77
3.4.3 OGM convening notice ......................................................................................................77
3.4.4 Summary and minutes of the OGM ..................................................................................................80
3.4.5 Remuneration of administrators/fiscal councilors............................................................81

SECURITIES AND EXCHANGE COMMISSION
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

3.5 Trustee report and communications..................................................................................83

4 Main Occasional Information................................................................................ 84
4.1 Act and relevant fact.............................................................................................................................84
4.1.1 Distinction between relevant fact and market communication ........................................................89
4.1.2 Minimum information necessary to be disclosed upon the acquisition of
a company (or of a corporate participation in another company)............................................................91
4.2 Extraordinary General Meeting (EGM), special assembly (AGESP) and assembly of
debenture holders (AGDEB)................................................................................................................................92
4.2.1 EGM, AGESP and AGDEB convening notice...........................................................................93
4.2.2 Management proposal for EGM, AGESP and AGDEB..............................................................96
4.2.2.1 Management proposal – category A – companies that are authorized
by a market administrator entity to trade shares on a stock exchange and
have shares in circulation...............................................................................................................96
4.2.2.2 Management proposal – category B and companies in category A for which
CVM Resolution No. 81/22 does not apply................................................................................100
4.2.3 Summary and minutes of the EGM, AGESP and AGDEB.....................................................................................100
4.3 Projections...........................................................................................................................................101
4.4 Shareholder agreement .........................................................................................................................103
4.5 Group of companies convention..................................................................................................103
4.6 Bankruptcy requests and judgments........................................................................................................104
4.7 Requests and judgments involving judicial and extrajudicial reorganization .............................................104
4.8 Negotiations by administrators, persons related to them, and subsidiaries, affiliates and
the company itself with securities issued by the company.............................................................................105
4.9 Relevant negotiations.....................................................................................................................108
4.9.1 Obligated recipient ..........................................................................................................108
4.9.2 Object of the relevant participation ..............................................................................................109
4.9.2.1 Shares...................................................................................................................................109
4.9.2.2 Financial derivative instruments and other securities referenced
in shares 109
4.9.2.3 ADR, GDR and BDR ..................................................................................................................110
4.9.2.4 Share lending..........................................................................................................111
4.9.2.5 Indirect participation ...........................................................................................................111
4.9.3 Calculation of increase or decrease in participation......................................................................112
4.9.4 Group of persons acting in concert or representing the same interest......................114
4.9.5 Responsibility of the administrator or manager..........................................................................116
4.9.6 Time and form of disclosure...............................................................................................116
4.9.7 Content of the declaration of increase and decrease in participation............................................117

SECURITIES AND EXCHANGE COMMISSION
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

4.9.8 Disclosure of the declaration by non-resident investor...........................................................118
4.10 Trading policy.......................................................................................................................118
4.11 Investment plan.......................................................................................................................119
4.12 Disclosure policy........................................................................................................................121
4.13 Bylaws ...................................................................................................................................122
4.14 Board of directors and fiscal council meetings ..........................................................122
4.15 Communication of auditor change...............................................................................................123
4.16 Communication on transactions between related parties ..............................................................124
4.17 Communication regarding indemnity contracts ............................................................................129
4.18 Share-based remuneration plans ....................................................................................129
4.19 Results release........................................................................................................................129
4.20 Presentation material to analysts/market agents.............................................................130
4.21 Market maker.......................................................................................................................131
4.22 Installation of the statutory audit committee and election of its members.....................................131
4.23 Communication regarding the holding of lives.......................................................................................132
4.24 Operational data and metrics..........................................................................................................134
4.25 Communication on corporate lawsuits.......................................................................................134
4.26 Sustainability-related financial information report............................................................................135
4.27 Clawback policy ..........................................................................................................................135

5 Guidelines Common to Periodic and Occasional Information ......................................136
5.1 CVM and B3 – Brasil, Bolsa, Balcão (B3) cooperation agreement.......................................................136
5.2 General guidelines.............................................................................................................................136
5.3 Obligation to maintain a webpage on the worldwide web..........................................139
5.4 Confidentiality request .............................................................................................................140
5.5 Documents in foreign language ..................................................................................................141

6 Special Rules on Issuers...............................................................................141
6.1 Issuers with high market exposure (EGEM) and frequent fixed-income issuer.............141
6.2 Issuers in special situation ........................................................................................................143
6.2.1 Issuers in extrajudicial reorganization ...................................................................................143
6.2.2 Issuers in judicial reorganization............................................................................................143
6.2.3 Issuers in bankruptcy ................................................................................................................144
6.2.4 Issuers in liquidation ............................................................................................................145

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 Relevant Corporate Events and Other Guidance

7.1 Common Guidelines for Ordinary and Extraordinary General Meetings

7.1.1 Representation of shareholders at a meeting

7.1.2 Public requests for proxy

7.1.3 Request for a list of shareholders' addresses (Article 126, paragraph 3, of Law No. 6.404/76)

7.1.4 Installation of the fiscal council and election of its members

7.1.5 Election of members of the board of directors

7.1.6 Plural voting

7.2 Remote Voting – CVM Resolution No. 81/22

7.2.1 Scope of CVM Resolution No. 81/22

7.2.2 Remote voting ballot

7.2.3 Frequently asked questions regarding completion

7.2.4 CICORP system and integration with the Empresas.NET System

7.2.5 Remote voting exercised through service providers

7.2.6 Remote voting exercised directly by the company

7.2.7 Tallying of votes at the general meeting

7.2.8 Proof of uninterrupted ownership of shares in a separate election of the board of directors in the case of remote voting

7.2.9 Presentation of documents

7.3 Abuse of voting rights and conflict of interest (Article 115, paragraph 1, of Law No. 6.404/76)

7.4 Merger, consolidation, and spin-off

7.5 Acquisition of a commercial company by a publicly-held company

7.6 Conversion of shares

7.7 Right of withdrawal

7.8 Capital increase by private subscription

7.8.1 Surplus of shares in a capital increase with credits

7.9 Capital reduction

7.10 Share grouping

7.11 Trading blackout period

7.12 Transactions with related parties

7.13 Indemnity commitments

7.14 Trading in own-issued shares

7.14.1 Competence for approval

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

7.14.2 Limitations

7.14.3 Economic and political rights of treasury shares

7.14.4 Monthly information on transactions carried out

7.15 Dividends on preferred shares (Article 203 of Law No. 6.404/76)

7.16 Communication regarding non-payment of mandatory dividend due to the company's financial situation

7.17 Late, corrective, or supplementary declarations of dividends

7.18 Competence of the board of directors to deliberate on the issuance of debentures

7.19 Composition of the executive board

7.20 Request for certificates of entries in the corporate books (Article 100 of Law No. 6.404/76)

7.21 Admission of shareholders in a wholly-owned subsidiary (Article 253 of Law No. 6.404/76)

7.22 Acquisition of own-issued debentures

7.23 Duties and responsibilities of administrators and controlling shareholders

7.24 Liability action against the controlling shareholder

7.25 Suspension of shareholders' rights

7.26 Other guidance

8 Complaints and Reports, Appeals, Inquiries, Requests for Interruption or Suspension of Meetings, Hearings, and Requests for Review of Processes, Commitment Term Proposals, Time Calculation, Information Access Requests, and LGPD

8.1 Complaints and reports involving companies

8.2 Appeals against decisions or statements of understanding by the SEP

8.3 Inquiries from publicly-held, foreign, and incentivated companies registered with the CVM

8.4 Requests for interruption or postponement of the meeting call deadline

8.5 Responses to questions from the SEP

8.6 Requests for hearings by individuals

8.7 Request for review of a process

8.8 Commitment term

8.9 Time calculation

8.10 Information access request

8.11 General Data Protection Law (LGPD)

9 Empresas.NET System for the Preparation and Delivery of Information

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 Guidelines for Preparing the Reference Form

10.1 Guidelines applicable to the entire reference form

10.1.1 General rules on the preparation and disclosure of information

10.1.2 Field "Other information deemed relevant"

10.1.3 Scope and content of information provided

10.1.4 Information not applicable

10.2 Guidelines for completing the reference form

10.2.1 Issuer's activities (section 1)

10.2.1.1 Issuer's history (item 1.1)

10.2.1.2 Main activities developed by the issuer and its controlled companies (item 1.2)

10.2.1.3 Information on the issuer's operational segments (item 1.3)

10.2.1.4 Information on products and services related to the operational segments disclosed in item 1.3 (item 1.4)

10.2.1.5 Information on the effects of state regulation on the issuer's activities (item 1.6)

10.2.1.6 Environmental, social, and corporate governance (ESG) information (item 1.9)

10.2.1.7 Information related to mixed-economy companies (item 1.10)

10.2.1.8 Extraordinary business and corporate transactions (items 1.11 to 1.15)

10.2.2 Directors' comments (section 2)

10.2.2.1 Financial and equity conditions and operating results (items 2.1 and 2.2)

10.2.2.2 Significant changes in accounting practices and reservations and emphases present in the auditor's report (item 2.3)

10.2.2.3 Events with relevant effects, occurred and expected, in the financial statements (item 2.4)

10.2.2.3 Non-accounting measurements (item 2.5)

10.2.2.5 Events subsequent to the last financial statements closing the fiscal year (item 2.6)

10.2.2.6 Policy for the allocation of results (item 2.7)

10.2.2.8 Other factors with relevant influence (item 2.11)

10.2.3 Projections (section 3)

10.2.3.1 Disclosure of Projection (item 3.1)

10.2.3.2 Monitoring and alteration of projections disclosed during the last 3 fiscal years (item 3.2)

10.2.4 Risk factors (section 4)

10.2.4.1 Description of risk factors and indication of the 5 main ones (items 4.1 and 4.2)

10.2.4.2 Description of market risks (item 4.3)

10.2.4.3 Judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties (item 4.4)

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)

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

10.2.4.5 Other relevant contingencies not covered by the previous items (item 4.7)

10.2.5 Risk management and internal controls policy (section 5)

10.2.5.1 Description of the risk factor management policy adopted by the issuer (item 5.1)

10.2.5.2 Internal controls (item 5.2)

10.2.5.3 Internal integrity mechanisms and procedures adopted by the issuer (item 5.3)

10.2.5.4 Comments on significant changes and expectations (item 5.4)

10.2.6 Control and economic group (section 6)

10.2.6.1 Identification of the controlling shareholder or group of controlling shareholders (item 6.1)

10.2.6.2 Identification of shareholders, or groups of shareholders acting in concert or representing the same interest, with participation equal to or greater than 5% of the same class or species of shares (item 6.2)

10.2.6.3 Capital distribution (item 6.3)

10.2.6.4 Participation in companies (item 6.4)

10.2.6.5 Organizational chart of the issuer's shareholders (item 6.5)

10.2.7 General meeting and administration (section 7)

10.2.7.1 Description of the issuer's administrative structure (item 7.1)

10.2.7.2 Description of the board of directors' performance (item 7.2)

10.2.7.3 Identification of administrators and members of the fiscal council (item 7.3)

10.2.7.4 Identification of members of statutory committees and audit, risk, financial, and remuneration committees (item 7.4)

10.2.7.5 Subordination, service provision, or control relationships (item 7.6)

10.2.7.6 Agreements, including insurance policies, for payment or reimbursement of expenses borne by administrators (item 7.7)

10.2.7.7 Other information deemed relevant (item 7.8)

10.2.8 Administrator remuneration (section 8)

10.2.8.1 Description of the remuneration policy or practice of the board of directors, statutory and non-statutory executive board, fiscal council, statutory committees, and audit, risk, financial, and remuneration committees (item 8.1)

10.2.8.2 Remuneration of the board of directors, statutory executive board, and fiscal council (item 8.2)

10.2.8.3 Variable remuneration of the board of directors, statutory executive board, and fiscal council (item 8.3)

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)

10.2.8.5 Granting of stock purchase options to members of the board of directors and statutory executive board (item 8.6)

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)

10.2.8.7 Options exercised related to share-based remuneration of the board of directors and statutory executive board (item 8.8)

10.2.8.8 Granting of restricted shares to members of the board of directors and statutory executive board (item 8.10)

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

10.2.8.9 Shares delivered related to share-based remuneration of the board of directors and statutory executive board (item 8.11)

10.2.8.10 Information necessary to understand the data disclosed in items 8.5 to 8.11 (item 8.12)

10.2.8.11 Information, by body, on the holdings held by members of the board of directors, statutory executive board, and fiscal council (item 8.13)

10.2.8.12 Active pension plans granted to members of the board of directors and statutory directors (item 8.14)

10.2.8.13 Value of the highest, lowest, and average value of individual remuneration of the board of directors, statutory executive board, and fiscal council (item 8.15)

10.2.8.14 Contractual arrangements, insurance policies, or other instruments that structure remuneration or indemnification mechanisms for administrators (item 8.16)

10.2.8.15 Percentage of the total remuneration of each body attributed to members of the board of directors, statutory executive board, or fiscal council who are related parties to the issuer's controllers (item 8.17)

10.2.8.16 Remuneration of members of the board of directors, statutory executive board, or fiscal council received for any reason other than the function they hold (item 8.18)

10.2.8.17 Remuneration of members of the board of directors, statutory executive board, or fiscal council recognized in the results of the issuer's controllers, companies under common control, and controlled companies of the issuer (item 8.19)

10.2.8.18 Other information deemed relevant (item 8.20)

10.2.9 Auditors (section 9)

10.2.9.1 Information on independent auditors (item 9.1)

10.2.9.2 Remuneration of independent auditors (item 9.2)

10.2.9.3 Other information deemed relevant (item 9.4)

10.2.10 Human resources (section 10)

10.2.10.1 Information on the issuer's human resources (item 10.1)

10.2.10.2 Description of the issuer's employee remuneration policy (item 10.3)

10.2.11 Transaction with related parties (section 11)

10.2.11.1 Information on the issuer's rules, policies, and practices regarding transactions with related parties (item 11.1)

10.2.11.2 Information on transactions and treatment of conflicts of interest and mutuality (item 11.2)

10.2.12 Share capital and securities (section 12)

10.2.12.1 Share capital (item 12.1)

10.2.12.2 Description of the rights of each class and species of share issued by foreign issuers (item 12.2)

10.2.12.3 Description of other securities (item 12.3)

10.2.12.4 Number of holders of each type of security described in item 12.3 (item 12.4)

10.2.13 Identification of persons responsible for the content of the form (section 13)

COMMISSION OF SECURITIES (CVM)
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

11 General Guidelines to Incentivized Companies........................................................................................282
11.1 Registration..............................................................................................................................................282
11.2 Update of registration......................................................................................................................284
11.3 Periodic documents.....................................................................................................................284
11.3.1 Financial statements........................................................................................................284
11.3.2 Notice of convening of Shareholders’ Meeting ....................................................................................................284
11.3.3 Minutes of the Shareholders’ Meeting..................................................................................................................................285
11.3.4 Registration data of incentivized companies.........................................................................285
11.4 Coercive fine.............................................................................................................................286
11.5 Suspension of registration .......................................................................................................................286
11.6 Cancellation of registration ex officio ..................................................................................................286
11.7 Request for voluntary cancellation of registration...............................................................................286
11.8 Simplified registration .........................................................................................................................287
11.9 Waiver of debts..........................................................................................................................287
11.10 Special auctions of securities..............................................................................................................288
12 Risk-Based Supervision Plan – SBR.............................................................288
13 Good Corporate Governance Practices for Public Companies..........................290
13.1 Disclosure policy........................................................................................................................290
13.2 Trading policy.......................................................................................................................292
13.3 Risk management policy..........................................................................................................293
13.4 Policy on transactions with related parties....................................................................................293
13.5 Dividend policy/Policy on allocation of results............................................................294
13.6 Corporate calendar......................................................................................................................294
13.7 Preparation of the reference form ...........................................................................................294
13.8 Timing of disclosure of relevant information........................................................................294
13.9 Shareholders’ meeting..........................................................................................................295
13.9.1 Convening deadline..................................................................................................................295
13.9.2 Agenda and documentation...............................................................................................................295
13.9.3 Shareholders’ proposals ..................................................................................................................296
13.9.4 Meeting organization........................................................................................................296
13.10 Adoption of CVM Advisory Opinion No. 35/08 ..........................................................................297
13.11 Audit committee ........................................................................................................................298

COMMISSION OF SECURITIES (CVM)
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

13.12 Monthly submission of the form for traded and held securities values provided for in
Article 11 of CVM Resolution No. 44/21......................................................................................................298
13.13 Public companies’ website on the worldwide web.............................................299
13.14 Manual of accounting policies........................................................................................................299
13.15 Board of Directors..................................................................................................................................300
13.16 Conduct and conflicts of interest ....................................................................................................301
13.16.1 Code of conduct...................................................................................................................301
13.16.2 Policy for prevention and detection of illicit acts ................................................301
13.17 Remuneration of administrators..................................................................................................301
13.18 Disclosure of information in English................................................................................302

COMMISSION OF SECURITIES (CVM)
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

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 registered with the CVM.
The SEP carries out its activities through a division of labor into 7 (seven) organizational components: Company Monitoring Management 1 (GEA-1), Company Monitoring Management 2 (GEA-2), Company Monitoring Management 3 (GEA-3), Company Monitoring Management 4 (GEA-4), Company 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 the company monitoring management offices;
Supervise the timely provision of periodic information by companies, application of coercive fines, and semi-annual publication of the list of delinquent companies;
Analyze appeals against the application of coercive fines; and
Suspend and cancel ex officio (for failure to provide information) the registration of public and foreign companies.
Company Monitoring Management Offices 1 and 2 (GEA-1 and GEA-2):
Analyze initial registration requests for securities issuers, as well as update registrations of companies in public offerings of distribution of securities and public offerings of acquisition of shares (OPA);
Analyze company inquiries and voluntary cancellations of registration; and
Analyze compliance with the norms for the disclosure of periodic and occasional documents and information by companies, their administrators, or shareholders, determining their resubmission/republication, when necessary.
Company Monitoring Management Offices 3 and 4 (GEA-3 and GEA-4):
Analyze the regularity of the proposals and decisions of the administration, the deliberations in general assemblies, and the conduct of business by controllers and administrative bodies;
Analyze complaints involving companies;
Analyze requests for interruption or suspension of the convening deadline for assemblies; and
Present Accusation Terms (ordinary and simplified procedures).
Company Monitoring Management Office 5 (GEA-5):

COMMISSION OF SECURITIES (CVM)
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

Analyze financial statements with audit reports containing modified opinions;
Analyze financial statements, considering information on deficiencies in internal controls reported in the reference form;
Analyze annual and interim financial statements disclosed by companies, when there is a public offering of distribution of securities;
Determine the 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; and
Exercise 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) website, accessible at the link https://www.gov.br/cvm/pt-br/composicao/orgaos-especificos/superintendencia-de-relacoes-com-empresas and at https://www.gov.br/cvm/pt-br/composicao/estrutura, “Specific Bodies  Company Relations Superintendence”. The service to public and foreign companies registered is carried out by GEA-1 and GEA-2, according to activity sectors, as shown in the table below.

Activity Sector	Management Office
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
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 Cos. – Agriculture (sugar, alcohol, and sugarcane)	GEA-2
Holding Cos. – Food	GEA-2
Holding Cos. – Leasing	GEA-1
Holding Cos. – Banks	GEA-1
Holding Cos. – Beverages and tobacco	GEA-2
Holding Cos. – Toys and leisure	GEA-1
Holding Cos. – Commerce (wholesale and retail)	GEA-2
Holding Cos. – Foreign Trade	GEA-2
Holding Cos. – Communication and information technology	GEA-2
Holding Cos. – Civil construction, construction materials, and decoration	GEA-1
Holding Cos. – Cooperatives	GEA-2
Holding Cos. – Real estate credit	GEA-1
Holding Cos. – Education	GEA-2
Holding Cos. – Packaging	GEA-2
Holding Cos. – Electricity	GEA-1
Holding Cos. – Mineral extraction	GEA-2
Holding Cos. – Factoring	GEA-1
Holding Cos. – Pharmaceutical and hygiene	GEA-2
Holding Cos. – Printing and publishing	GEA-1
Holding Cos. – Accommodation and tourism	GEA-1
Holding Cos. – Financial intermediation	GEA-1
Holding Cos. – Machinery, equipment, vehicles, and parts	GEA-1

COMMISSION OF SECURITIES (CVM)
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

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

The service to incentivized companies is carried out by the DAIN component, and 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 documents or electronic actions that were previously signed or carried out using the so-called “simple login” in certain 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 securities issuer, in Category A, within the scope of CVM Resolution No. 80/22; (ii) filing of an appeal against a fine; (iii) request for confidential treatment of information/documents provided in response to requirements made under CVM Resolution No. 80/22 (Article 61, paragraph 3); (iv) inquiries requesting confidential treatment; and (v) request for an exception to the 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, an 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 link 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 Code: 20050-901 – Brazil Tel.: (21) 3554-8686 – www.cvm.gov.br

2 Issuer Registration
2.1 Capital Access Facilitation and Listing Incentives Regime – FÁCIL
The CVM published, in July 2025, CVM Resolution No. 232/25, which establishes the rules applicable to the Capital Access Facilitation and Listing Incentives Regime (FÁCIL) for small-sized companies (CMP), which are corporations that have achieved consolidated annual gross revenue of less than R$ 500,000,000.00 (five hundred million reais), verified based on the financial statements closing the last social year, as provided for in Article 2 of the aforementioned Resolution. The entry into force of CVM Resolution No. 232/25 is scheduled for 16.03.2026, following an postponement given by CVM Resolution No. 236/25. Due to the non-entry into force of the Resolution, there will be no specific guidelines in this Circular Letter. Nevertheless, in case of doubts, it is recommended to read the Public Consultation Report SDM No. 01/24 via the link https://conteudo.cvm.gov.br/audiencias_publicas/ap_sdm/2024/sdm0124.html.

2.2 Issuer categories
In accordance with Article 3 of CVM Resolution No. 80/22, there are two registration categories for securities issuers, according to the types 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 securities of the issuer in regulated securities markets, except those identified below:
a) shares and depositary receipts of shares; or 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 rights inherent to them, provided they are issued by the issuer of the securities mentioned in letter “a” itself or by a company belonging to the group of the aforementioned issuer. Note that Chapter IV (Obligations of the Issuer) of the Resolution establishes, in Sections II and III, which deal respectively with mandatory periodic and occasional information, specific rules for each issuer category regarding the discipline of information provision. As provided for in Article 3 of CVM Resolution No. 80/22 and in item I of Articles 1 and 2 of Annex A of the aforementioned regulation, securities issuers will indicate, at the time of registration, in which of the categories they wish to register, according to the types 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.

COMMISSION OF SECURITIES (CVM)
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

Attention is drawn to the fact that, in accordance with Article 7 of Annex J of the aforementioned Resolution, foreign companies must obtain registration in Category A or B, according to the classification contained in items I and II of the aforementioned article.

2.3 Issuer registration request
Since 02.04.2018, the issuer registration request, as well as all documents related to the registration requests for public companies, provided for in CVM Resolution No. 80/22, must be submitted exclusively electronically via the Empresas.NET System, whose access must be made on the internet via the link https://www.rad.cvm.gov.br/ENETWEB/shared/login.aspx. To access the Empresas.NET System, it will be necessary to use a provisional login and password for sending documents. In cases of initial registration request with concomitant request for ordinary registration of public offering of distribution of securities, the requirements to be formulated within the scope of the registration process will be forwarded to the applicant via Joint Letter with the Superintendence of Securities Registration (SRE), in accordance with CVM Resolution No. 80/22. The applicant for initial issuer registration may request that the analysis of their plea be carried out by the SEP in a reserved manner. In these cases, the registration request must:
a) indicate the period during which such information must remain reserved if there is 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 ordinary registration of public offering of distribution of shares, as well as all documents related to the registration requests for public companies, provided for in CVM Resolution No. 80/22, must be presented exclusively electronically via the Empresas.NET System, as guided in the following sections of this Circular Letter. It is emphasized that, if the registration request submitted under reserved analysis escapes control, it is the responsibility of the issuer to disclose it immediately, in accordance with CVM Resolution No. 44/21. Issuers requesting registration (Categories A and B) without concomitant public offering of distribution of securities are reminded of the incidence and collection of the supervision fee on requests filed from 2022 onwards, in view of legal and regulatory updates, with the issuance, on 01.10.2021, of Provisional Measure No. 1.072, converted into Law No. 14.317/22, as detailed in item 2.6 of this Circular Letter. Regarding the flowchart of deadlines and stages of the issuer registration process, it is recommended to read the Joint Circular Letter No. 1/2023/CVM/SEP/SRE, dated 03.05.2023, which can be accessed via the link https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep-sre/oc-sep-sre-0123.html.

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

The request for temporary login, password, and code for the submission, via the Empresas.NET System, of documents related to the registration application for publicly held companies must be made by the Investor Relations Director (DRI) or an attorney designated by him, by sending the following information to the email suporteexterno@cvm.gov.br:

a) Reference: Request for authorization to submit documents via the Empresas.NET System (company applying for registration of a publicly held company)

b) Company registration data:

Company Name / CNPJ (Tax ID)
Applicant's registration data:
Name of the DRI or Attorney / CPF (Individual Taxpayer Registry) / Email / Contact Phone Numbers

Please note that companies that possess a login, password, and code for companies exempt from registration for the purpose of fulfilling obligations to submit periodic and occasional information, as provided in CVM Resolution No. 160/22, must request a temporary login and password for 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's registration application is denied and it wishes to file a new application, it must contact CVM External Support and request a new code, temporary login, and password to access the Empresas.NET System. The code initially obtained during the denied process cannot be reused by the company.

2.5 Submission of Documents

Once documents are created in the Empresas.NET System regarding the application for registration of a publicly held company, they must be submitted using the "Send" function, requiring the use of the temporary login provided by the CVM.

It is emphasized that the Empresas.NET System must be used only for submitting information related to the initial registration of a publicly held company. Information and documents to be directed to the Superintendence of Securities Registration (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 application for registration of a publicly held company, among those provided in Annex A of CVM Resolution No. 80/22, be the registration request, provided in paragraph 1, item I, of said Annex, signed by the Investor Relations Director, and it should preferably mention each document uploaded (descriptions as a whole 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 period for the registration application provided in the caput shall only begin on the date of protocol of the last document that completes the set of documents necessary for the instruction of the registration application, as indicated in Annex A of said Resolution.

It is also requested that the issuer does not file protocols partially. In this sense, the issuer must initiate the protocol of documents only when all documents are already finalized and available for submission, and must send the registration request after sending all other necessary documents.

Documents must be uploaded in the appropriate associations (category/type/species), as the protocol of documents inadequately categorized invalidates their recognition and subsequent availability on the CVM page. See the Manual for Submission of Periodic and Occasional Information at the link https://www.gov.br/cvm/pt-br/assuntos/regulados/consultas-por-participante/companhias/envio-deinformacoes.

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

Furthermore, the issuer must 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 application, the documents provided 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.

2.6 Inspection Fee

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

If the initial registration application of the issuer is with a concurrent application for ordinary registration of a public distribution offering of securities, the fee to be paid is that related to the public offering and will be verified by the SRE.

The SRE published Circular Letter No. 1/2022-CVM/SRE, on 14.01.2022, 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 capital markets governed by Law No. 7.940/89, to be observed by issuers/offering parties and intermediaries in public offerings 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 concurrent application for ordinary registration of a public offering, 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 paid at the lowest value provided 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 registration applications of issuers without concurrent registration of a public offering, where the inspection fee is due, according to item V of Article 4 of Law No. 7.940/89, companies that have a differentiated fiscal year, i.e., 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.

This declaration must be presented in the Empresas.NET System along with the rest of the documentation comprising the initial protocol of the registration application. It will not be necessary to present such a declaration if the company is already required to present an ITR form regarding the quarter closed 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 an initial registration application as an issuer of securities concurrent with the application for ordinary registration of a public distribution offering of securities, according to paragraph 9 of Article 4 of said Law.

It is emphasized that no process will be opened for the analysis of the initial registration application of the issuer if the GRU (Payment Slip) proving 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 the registration application 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 shorter 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 payment 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 may also be forwarded to the CVM's Collection and Collection Management (GEARC), via the 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.

2.7 Re-presentation of Documents

During the analysis process of the application for registration of a publicly held company, documents may be re-presented via the Empresas.NET System to eventually fulfill requirements or improvements.

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

The company must perform the re-presentation of all documents necessary to meet the formulated requirements all at once, avoiding partial or incomplete protocol of documents.

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

2.8 Financial Statements Presented in the Registration Application

Paragraph 3 of Article 3 of CVM Resolution No. 80/22 establishes that shares, subscription bonuses, debentures convertible or exchangeable into shares, or deposit certificates of these securities issued by an issuer in the pre-operational phase registered in category A can only be traded in regulated markets among qualified investors. Paragraph 5 of the same article defines that the issuer will be considered pre-operational until it presents 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 offering for issuers in pre-operational condition.

Due to these restrictions, some companies applying for initial registration have requested exemption from 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 operational companies or part of these operational companies 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 application, are still in a pre-operational situation, but whose corporate restructuring that will make them operational is scheduled to occur during the analysis process of the registration application, 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, the companies present, at the time of the registration application, 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 fulfill 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 kind1, companies have presented combined financial statements 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 regarding the asset and financial structure of what the company will become after the planned restructuring. In these cases2, companies have resorted to presenting combined financial statements not only for historical purposes, but also to simulate the present portrait of the configuration the company will acquire in the future, after the granting of registration.

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

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

Furthermore, in some analyzed cases, reservations were made by the issuer in its reference form that information from the combined financial statements should not be used in the final analysis for the taking of any investment decision regarding the company. It is emphasized that, although Technical Pronouncement CPC 44 – Combined Financial Statements itself contains 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 exemption requests and with the liability regime provided in Articles 15 and 18 of CVM Resolution No. 80/22. The limitations that combined financial statements present do not necessarily mean that they are not suitable for investment decision-making. Furthermore, information that should not be used in the final analysis for the taking of any investment decision regarding the company should not be part of the instruction of the issuer's registration application, 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 merely reviewed. Within the scope of Process CVM No. 19957.006640/2021-953, on 12.04.2022, in a meeting of the Collegiate Body, this understanding was confirmed.

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_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_D2416.html). 3 See https://conteudo.cvm.gov.br/decisoes/2022/20220412_R1/20220412_D2313.html.

2.9 After the Granting of Registration of a Publicly Held Company

Once the registration of a publicly held company is granted, the CVM will send a letter informing said granting and its definitive code before the CVM. The temporary code is automatically replaced by the definitive code, and the registration letter will contain guidelines for updating the registration form, as well as the forms required in Article 11 of CVM Resolution No. 44/21.

Regarding the forms required in Article 11 of CVM Resolution No. 44/21, the information must be forwarded via the structured electronic form available in the Empresas.NET System. Once the individual form for 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 automatically generated. Similarly, when sending the individual form, the system will also automatically send the consolidated form.

2.10 Additional Guidelines

Article 3 of Annex A of CVM Resolution No. 80/22 requires that mandatory documents for the instruction of the registration application, 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 searchable format or digitized with technology that allows text character recognition.

In order to comply with what is established in this article, files sent to the CVM must meet the following requirements: (1) originally digital documents (created in text editors) must not contain any type of blockage that prevents the search and copying of text and (2) digitized documents or in image format must be processed with OCR ("Optical Character Recognition") and provided without blockages that prevent access to the recognized text, which must not present problems in the conversion of characters, and with adequate resolution for the file in order to preserve especially its clarity. It is emphasized that all parts of the documents must meet such requirements, even if they were produced by third parties and sent to the company.

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 digital should preferably be filed.

The financial statements required for the purpose of analyzing the issuer's registration application, in accordance with Annex A of CVM Resolution No. 80/22, are the following:

a) financial statements especially prepared for registration purposes, in accordance with Articles 27 and 29 of the Resolution, referring to: (I) the last social year, provided that such statements adequately reflect the issuer's asset structure at the time of filing the registration application; or (II) a subsequent date, preferably coinciding with the date of closing of the last quarter of the current year, but never prior to 120 (one hundred and twenty) days counted from the date of filing the registration application, in case: (i) a relevant alteration in the issuer's asset structure occurred after the date of closing of the last social year; or (ii) the issuer was constituted in the same year as the registration application. It is emphasized that the presentation of financial statements especially prepared for registration purposes with a reference date subsequent to the closing of the

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

exercise only takes place in cases where there has been an effective change in the issuer's equity structure. In the cases provided for in Article 1, item VIII, letters “a” and “b.1” of Annex A, the administration comments referred to in item IX of the aforementioned article must be presented; b) financial statements for 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 according to 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 since the closing of each quarter.

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

It should be clarified that the financial statements specifically prepared for registration purposes provided for in letter “a” of item VIII of Article 1 of Annex A of Resolution CVM 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 after the last fiscal year, the reference form must reflect the information from these financial statements (DF) 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 issuer's equity structure at the time of the registration request, in accordance with item IX of Article 1 of Annex A of Resolution CVM 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 aforementioned criteria. The financial statements closing 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 Resolution CVM 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 for a date after the last fiscal year due to a “relevant change in the issuer's equity structure after the date of closing of the last fiscal year”, or because the issuer was constituted during the year, the DFP form for the financial statements for registration purposes, nor the one referring to the last fiscal year, should be presented.

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

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).

2.11 Registration Update

In public distribution offerings of securities, in the primary or secondary markets, registered in accordance with Resolution CVM No. 160/22, the SEP verifies the registration update and makes, if necessary, requirements through a Joint Office with the SRE. Resolution CVM No. 80/22 provides, in paragraph 2 of Article 25, that, in the case of an ordinary registration request for a public distribution of securities, issuers must resubmit 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 Resolution CVM No. 80/22, the resubmission 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 of securities intended exclusively for professional investors that uses the automatic registration procedure, in accordance with specific regulations.

The response letter to the requirements formulated by the SEP, during the ordinary registration request for public distribution 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 Resolution CVM No. 80/22, the applicant for the registration of a public distribution 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 a request must be filed using an advanced or qualified digital signature, pursuant to Decree No. 10.543/20.

In these cases, at the time of requesting the protocol, an electronic form called “Digital Document Protocol” 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, in the following fields:
i) In item 1. “Document Data”: in the “Request Description” field, after specifying the registration request for the offering and, if applicable for registration, the applicant must insert the phrase “under reservation, in accordance with Article 7º-B of Resolution CVM 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 issuer's responsibility to immediately disclose it, in accordance with Resolution CVM 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

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 Resolution CVM 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 change in the reference form is not related to a requirement formulated within the scope of the registration update process arising from the public distribution offering, it is a normative imposition of Resolution CVM 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.

2.12 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 Resolution CVM No. 182/23, depositary receipts issued in Brazil backed by shares, depositary receipts of shares, or debt securities, issued abroad.

Such titles can have as backing, according to the conditions set forth in Article 3 of Resolution CVM 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 can have shares issued by them or depositary receipts of shares issued by them as backing for BDR. The issuance of BDR backed by a security issued abroad that is not admitted to trading in an organized securities market is permitted, if it is a debt security issued by a Brazilian issuer.

According to the caput of Article 4 of Resolution CVM No. 182/23, BDR can only be issued backed by securities admitted to trading and custodied in countries whose local supervisors have signed a cooperation agreement 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 accepted that securities can 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 BDR program registered with the CVM and compliance with the provisions of Articles 3, 4, or 5 of Annex J of Resolution CVM No. 80/22.

To obtain registration based on compliance with Article 3 of Annex J of Resolution CVM 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 signed a cooperation agreement 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 the entity administering an organized securities market approved by the CVM.

To obtain registration based on compliance with Article 4 of Annex J of Resolution CVM 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 trading volume 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 Resolution CVM No. 80/22, the foreign issuer must be headquartered in a country whose local supervisor has signed a specific bilateral agreement with the CVM aimed at cooperation, exchange of information, and increasing the effectiveness of supervision and oversight measures, including those regarding issuers of securities headquartered in that country.

The choice between complying with Articles 3, 4, or 5 lies with the foreign issuer, who 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 offering of depositary receipts of securities – BDR; III – registration of a BDR program; and IV – conversion of the BDR program level.

The issuer must declare compliance with the requirements provided for in Articles 3, 4, or 5, duly accompanied by the calculation memo 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 offering of BDR, by the lead intermediary.

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

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 offering of depositary receipts of securities – BDR or the registration of a BDR program.

In accordance with Resolution CVM 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 BDR backed by debt securities issued by Brazilian issuers.

The foreign issuer that sponsors a depositary receipts of securities program – Level II or Level III BDR must obtain registration:
I. in category A, if the securities that serve as backing for the BDR are:
a) shares and depositary receipts of shares; and 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 same issuer of the securities mentioned in letter “a” or by a company belonging to the group of the aforementioned issuer; or
II. in category B, in other cases.

Article 9 of Annex J to Resolution CVM 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 who perform 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 the event 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.

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 event of resignation, if the issuer fails to promote the replacement, the legal representative will remain responsible for the attributes 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 BDR are traded establishes in its regulations, as provided for in paragraph 3 of Article 9 of Annex J to Resolution CVM No. 80/22.

It is also alerted that paragraph 2 of Article 48 of Resolution CVM 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). Furthermore, 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 Resolution CVM 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. 19957.005751/2020-014, 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 of the capital market and its integrity. This is not, therefore, about giving undue application to Brazilian corporate law, but about exercising 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 with regard to Resolution CVM No. 44/21 and Resolution CVM No. 80/22. It is also remembered that the rules contained in Resolution CVM No. 81/22 are not applicable to foreign companies.

2.13 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 Resolution CVM No. 80/22. In accordance with Article 7º-B of Resolution CVM No. 80/22, the applicant for conversion from category B to category A with concomitant registration of a public distribution offering of shares may request that the analysis of their request be

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

carried out by the SEP in a reserved manner. In these cases, at the time of requesting the protocol, an electronic form called “Digital Document Protocol” 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 for the offering and, if applicable for registration, the phrase “under reservation, in accordance with Article 7º-B of Resolution CVM No. 80/22”.

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

In the case of registration requests for public distribution of shares for issuers already registered with the CVM, carried out under the reserved analysis regime provided for in Article 7º-B of Resolution CVM 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 System, and not through the Empresas.NET System.

The applicant for conversion from category A to category B must disclose a relevant fact, in accordance with Resolution CVM No. 44/21, to inform the market that they have filed a category conversion request with the CVM, on the same day of its protocol, even if they have already disclosed documents regarding a possible public distribution offering for the acquisition of shares.

2.14 Consequences of Non-Submission of Information

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

2.15 Penalty Fines

On 01.10.2021, Resolution CVM 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 web, 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 application of the daily fine provided for in Annex A of Resolution CVM No. 47/21 (CVM Calendar), accessible via the link https://www.gov.br/cvm/pt-br/assuntos/regulados/envio-de-informacoes-a-cvm-calendario.

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

Regarding securities issuers, Annex A of the Resolution provides the following daily penalty amounts for those who fail to comply with the deadlines for submitting periodic and occasional information, applicable until 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 (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 Resolution CVM No. 80/22, the penalty will not be applied to an issuer that is in bankruptcy or liquidation.

The penalty 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 (DRI) 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).

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 alerted that, in accordance with article 11 of Resolution CVM No. 47/21, the application of a periodic penalty does not exclude the eventual assessment of responsibility under article 11 of Law No. 6,385/76.

2.16 Appeal against the application of periodic penalty

In accordance with article 16 of Resolution CVM No. 47/21, an appeal against the decision applying periodic penalties may be filed with the Superintendent 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 periodic penalty 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 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 Resolution CVM No. 46/21 does not apply to decisions regarding the application of periodic penalties, as provided by 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:
Central de Sistemas > Taxa de Fiscalização e Multas (menu on the left) > Recursos Contra Multa Cominatória (menu on the right) > log in to the CVMWeb System (using the gov.br account, with silver or gold signature of the company's DRI) > Taxa e Multa (Periodic Penalty Appeal, in the central menu) > 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 responsible party 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 of the gov.br account, access the link https://www.gov.br/governodigital/pt-br/conta-gov-br/saiba-mais-sobre-os-niveis-da-conta-govbr.

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

Copies of Notices communicating the application of penalties must be requested from the SEP, via the corporate box (sep@cvm.gov.br).

It is alerted that the mere allegation that the document was sent via the Empresas.NET System within the deadline established by 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, which contains the correct associations to be used in the case of sending periodic documents.

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

Regarding the penalties 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.

It is emphasized that, in accordance with article 20 of Resolution CVM No. 47/21, at the request of the appellant, the responsible party who decided on the appeal may 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 filed within 5 (five) business days counted from the communication referred to in article 19 of the aforementioned Resolution and must be addressed to the responsible party who applied the penalty. A reconsideration request that is untimely or filed by a person other than the appellant will not be known.

It is further clarified that Resolution CVM No. 55/21 provides for the installment plan for the payment of applied periodic penalties, and that Resolution CVM No. 47/21 provides for the incidence of late payment interest on debts arising from periodic penalties.

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

It is also noteworthy that the periodic penalties provided for in article 63 of Resolution CVM 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 convert a periodic penalty into a warning.

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

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

2.17 Publication of the list of non-compliant issuers

Article 64 of Resolution CVM 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 question of updating or correcting the list, except in the case of undue inclusion.

2.18 Suspension of issuer registration ex officio

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

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

An issuer whose registration is suspended may request the reversal of the suspension through a reasoned request, forwarded to the SEP, accompanied by documents proving compliance with periodic and occasional obligations, including those with delivery deadlines subsequent to the suspension of registration.

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

It is worth remembering that, in accordance with article 65 of Resolution CVM No. 80/22, the repeated failure to observe the deadlines established for the presentation of periodic and occasional information provided 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 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 Resolution CVM 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 registration.

2.19 Ex officio cancellation of issuer registration due to non-compliance with information

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

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

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

It is emphasized that, in accordance with article 60 of Resolution CVM 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 registration.

It is clarified that the issuer is indebted for the supervision fee regarding the year in which the ex officio cancellation of their registration occurs. Thus, an issuer who has not forwarded the DFP form for the previous fiscal year 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, for example, the publication of complete annual financial statements.

2.20 Sanctioning administrative process

As provided in article 65 of Resolution CVM No. 80/22, it constitutes a serious offense, for the purposes provided in paragraph 3 of article 11 of Law No. 6,385/76:
a) the disclosure to the market or delivery to the CVM of false, incomplete, inaccurate, or misleading information that induces the investor to error; b) the repeated failure to observe the deadlines established for the presentation of periodic and occasional information provided in the Resolution; and c) the failure to observe 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 in article 11 of Resolution CVM No. 47/21, the application of a periodic penalty does not exclude the eventual assessment of responsibility under article 11 of Law No. 6,385/76.

For its part, in accordance with article 19 of Resolution CVM No. 44/21, it constitutes a serious offense, for the purposes provided 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 aforementioned Resolution that constitute a crime.

Thus, the CVM may assess, through an administrative process, the eventual responsibility of 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 Law No. 6,404/76, Resolution CVM No. 44/21, and Resolution CVM No. 80/22 (article 9, item V, of Law No. 6,385/76), without prejudice to other applicable legal and regulatory norms.

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, also observing the provisions of Resolution CVM No. 45/21, with the changes introduced by Resolution CVM No. 235/25.

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

2.21 Other hypotheses for registration cancellation

2.21.1 Voluntary cancellation of registration

Resolution CVM 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 material fact accounting for:
a) the decision to cancel the registration with the CVM; b) the making of the deposit, mentioning the amount, 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 in paragraph 3 of article 51 of the Resolution, the consent of all holders of securities in circulation regarding the cancellation of registration may alternatively be proven by:
a) declaration of the fiduciary agent, if any; b) declaration of 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.

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

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, as per article 67 of Resolution CVM No. 80/22.

For securitization companies, registered in accordance with Resolution CVM 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 Resolution CVM 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 Resolution CVM No. 80/22, to the proof that:
a) the conditions of article 51 have been met regarding all securities in circulation, except shares and depositary receipts of shares; and b) the requirements of the public offering of shares for the cancellation of registration for trading shares in the market have been met, in accordance with Resolution CVM No. 215/24.

It is worth commenting that Resolution CVM No. 215/24 determines that the cancellation of registration of an open company must be preceded by a Public Offering of Shares (OPA), formulated by the controlling shareholder or by the open company itself, with the object of all shares issued by the target company, as provided in paragraph 4 of article 4 of Law No. 6,404/76 and according to the procedure stipulated therein.

As provided in article 70 of the aforementioned Resolution, exceptional situations justifying the acquisition of shares without a public offering or with a differentiated procedure will be reviewed by the CVM 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.

The cancellation of registration of a foreign issuer that sponsors a securities deposit certificate program – Level II or Level III BDR – depends on compliance, by the issuer, with the requirements for the cancellation of the BDR program provided for in specific regulation (Resolution CVM No. 182/23), as provided by article 53 of Resolution CVM No. 80/22.

In accordance with the sole paragraph of the aforementioned article, the cancellation of registration of a foreign issuer takes effect automatically after the voluntary cancellation of the Level II or III BDR program.

The procedures to be observed in requests for voluntary cancellation are regulated in articles 54 and 55 of Resolution CVM No. 80/22, it being worth noting that cancellation requests formulated by issuers registered in category B must be addressed to the SEP, while requests formulated by issuers registered in category A must be addressed to the SRE.

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

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 alerted that the constitution of a wholly-owned subsidiary does not bring about the cancellation of the issuer's registration as a consequence. In these cases, it is necessary to send 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 continue to be subject to all obligations and penalties provided for in the current regulation, including those regarding the updating of the registration maintained at the CVM.

It should be noted that it is mandatory to send the periodic documents and information whose delivery deadline is prior to the date on which the CVM promotes the cancellation, even if with retroactive effects, and that failure to send them subjects the company's administrators to eventual liability assessment.

It is clarified that the issuer is liable for the supervision tax for 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 present the DFP form relating to the previous fiscal year, it must inform the CVM of the net equity of the previous fiscal year (which will serve as the basis for calculating said tax) through supporting documentation, such as, for example, the publication of financial statements.

2.21.2 Official cancellation of the issuer's registration due to its extinction

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

In cases of incorporation, merger, 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 listing of publicly held companies from the date of the General Shareholders' Meeting (GSM) that deliberated on the incorporation, merger, or spin-off. In addition to the mandatory sending of the minutes of the respective GSM through the Empresas.NET System, the company or its successor is requested to formally communicate said extinction to the SEP.

It is mandatory to send the periodic documents and information whose delivery deadline is prior to the date on which the CVM promotes the cancellation, even if with retroactive effects.

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

It should be noted that, in view of Article 223, paragraph 3, of Law No. 6.404/76, if the incorporation, merger, or spin-off involves a publicly held company, the succeeding company will also be publicly held, and must 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.

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 paragraph 4, non-compliance with the provisions of Article 223, paragraph 3, gives the shareholder the right to withdraw from the company, through the reimbursement of the value of their shares (Article 45), within the 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 official 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 page on the worldwide web, in accordance with the sole paragraph of Article 59 of CVM Resolution No. 80/22.

It is further clarified that the official 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 Management Report

Article 133 of Law No. 6.404/76 establishes that, in addition to the financial statements and other documents cited, publicly held companies must publish the management report on social business and main administrative events that occurred in 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).

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 this date, the documents and information be available on the CVM's internet page.

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

The management report should cover information relating 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 the prospects and plans for the current and future fiscal years, especially those related to the goals that the company must pursue in compliance with its corporate purpose, based on objective premises and foundations, and, if applicable, in light of what is defined in multi-year plans.

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 the company uses accounting measurements, such as, for example, 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, as well as its respective Explanatory Note.

CVM Resolution No. 156/22 will be revoked by CVM Resolution No. 237/25, from the fiscal years starting on or after January 1, 2027, with the matter to be treated within the scope of performance measures defined by the management, in accordance with Technical Pronouncement CPC 51 (see item 3.2.11).

3.2 Financial Statements

As provided for in paragraph 2 and the caput of Article 27 of CVM Resolution No. 80/22, the issuer must deliver to the CVM, through the Empresas.NET System (see Chapter 9), the financial statements and, if applicable, the consolidated statements on the same date they are made available to the public, this date not exceeding, 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) management 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 management, if any; e) declaration by the directors responsible for having the financial statements prepared 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 having the financial statements prepared 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 dealing with the financial statements, even if such committee is not adherent to CVM Resolution No. 23/21 or is not statutory.

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 presentation 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, by meeting, among others, the requirements established in this article and in Articles 31-B and 31-C of CVM Resolution No. 23/21.

The document must present, at a minimum, the description of (i) its activities, the results and conclusions achieved and the recommendations made; and (ii) any situations in which there is significant divergence between the company's management, the independent auditors, and the audit committee regarding the company's financial statements, as provided for in item VI of Article 31-D of said Resolution.

Not having a statutory audit committee for the purposes of Article 31-A of CVM Resolution No. 23/21, the company will only be obliged (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 said 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, send, together with the financial statements, the opinion issued by this body, accompanied by any dissenting votes.

In this regard, notwithstanding the obligation to send said opinion together 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 guidelines regarding the relevant aspects to be observed in the preparation of financial statements.

In accordance with 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.

With regard to 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 publicly held 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.

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, out of compliance with the provisions of Articles 176, 177, and 188 of Law No. 6.404/76, as they do not obey 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.

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

Thus, the importance of properly filling in the information regarding loans and financing in specific sub-items in 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 operational activity items.

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, have to request from the investor relations director the opening of the account, which makes the whole process slower and more costly for everyone involved.

At the moment the company starts disclosing 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 the pertinent information quickly available for their decision-making.

As provided for 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.

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

It is worth remembering that foreign issuers that have their headquarters in a Mercosur member country must prepare and disclose financial statements in accordance with the international accounting standards issued by the IASB, according to MERCOSUR Decision No. 31/10, incorporated through CVM Resolution No. 68/22 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 publicly held 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), it being worth remembering that, in accordance with Article 295, paragraph 1, item "c" of the same Law, the 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 page on the internet, 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 page on the internet, according to the current wording of item I of Article 289 of Law No. 6.404/76.

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, but 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 relating to the period ended on 31.12.2021).

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

Smaller publicly held companies, that is, those that have earned annual gross revenue below 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 the case may be. 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 publicly held 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 relevant acts or events.

In the case of financial statements, the publication in summarized form must contain, at a minimum, the items established in the Law, and on this subject, it is worth noting that the CVM issued CVM Advisory Opinion No. 39/21, of 20.12.2021, which presents the adequate procedures for the publication of financial statements in summarized form, 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 at the same time 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 from 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].

It is up to the company to evaluate the adequacy of the suggested summarized disclosure and, if it deems necessary, to segregate in more detail any accounts or sub-accounts in its summarized financial statements.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL
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 emphasized that the full text of CVM Opinion No. 39/21 must be observed in the publication of summarized financial statements, as the Securities and Exchange Commission understands that the procedures described therein are adequate means to comply 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 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 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 is available. 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 Shareholders’ General 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 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 aforementioned criteria 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 "complete set of statements", as defined in Pronouncement CPC 26 (R1), and 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 report of the independent auditors, 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 has been 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 oriented that the sending of this pro forma financial information via the Empresas.NET System be done through the "Economic-Financial Data" category, 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.

It is recalled that these summarized financial statements do not confuse 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 cited Law.
5 See http://conteudo.cvm.gov.br/decisoes/2016/20161101_R1/20161101_D0368.html.

It is worth highlighting that, according to Article 25, Item VIII of CVM Resolution No. 23/21, independent auditors must communicate the main 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 disciplines the matter, determined that open companies must, from the fiscal year ending in 2010, present their consolidated financial statements adopting international accounting standards, according to pronouncements issued by the International Accounting Standards Board – IASB. Regarding issuer financial institutions, it is worth observing 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 international accounting standards 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 to which this Chapter refers, 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 will 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 (ITR) forms, stating their consolidated interim financial statements in the IFRS standard.

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 remittance of financial statements carried out from the date of its entry into force", explicitly in its sole paragraph that the provisions in Articles 10 and 11 would produce effects only from January 1, 2022, and its anticipatory application is 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 disclosed information must be true, complete, consistent, and must not induce investors to error.

This exceptional disclosure must be made, as a rule, 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 manifested 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) 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 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 circulating, 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 to which 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 scheduled for the holding of the Shareholders’ General Meeting, 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 circulating.

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 scheduled for the holding of the Shareholders’ General Meeting, 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 circulating.

The capital budget must be sent to the CVM, via Empresas.NET System, category "Assembly", type "SGM" or "SGM/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 Report – entry into force of CVM Resolution No. 14/20 – need to use the "Integrated Report" category in the Empresas.NET System

CVM Resolution No. 14/20 made it mandatory for open companies, upon the decision to prepare and disclose the integrated report, the CPC Orientation 09 – Integrated Report, issued by the Accounting Pronouncements Committee – CPC (correlation to the basic conceptual structure of the integrated report, prepared by the International Integrated Reporting Council – IIRC) and determined that the integrated report 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 forwarded through the "Integrated Report" 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 the integrated report, 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, various requirements related to the disclosure of financial information and, to a lesser extent, to the measurement or recognition of financial items were observed. The graph below presents the requirements observed in these analyses, in order of frequency in which they occurred:

*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 No. 80/22); Changes in Estimates, Accounting Policies or Correction of Errors; Accounts Receivable; Real Estate Developer; Shareholders' 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 the 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 dedicate special attention to the standards for the preparation of annual and interim financial statements related to the aforementioned themes, as well as to the guidelines contained in Circular Letter No. 01/2022/CVM/SNC/SEP and CVM/SNC/SEP Circular Letters issued in 2023. Issuers in the registration process, for their part, must

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 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.
CVM Resolution No. 193/23 was amended by CVM Resolutions No. 219/24 and No. 227/25.
The Resolution allows open companies and securitization companies and investment funds, voluntarily in the fiscal years 2024 and 2025, to prepare and disclose the report of financial information related to sustainability, based on the international standard issued by the International Sustainability Standards Board (ISSB).
The entity must explicitly and unreservedly declare adherence to the standards issued by CBPS and ISSB, as regulated in the sole paragraph of Article 3 of the aforementioned Resolution.
Furthermore, according to ISSB standards, the sustainability-related financial information in the report referred to in CVM Resolution No. 193/23 must be clearly identifiable and not obscured by other additional information.
Disclosure must occur through the Empresas.NET System, using the category “Sustainability Financial Information Report – ISSB Standard”, observing the following deadlines, according to CVM Resolution No. 219/24:
I — in voluntary adoption fiscal years: until the last day of the ninth month following the end of the fiscal year; II — in the first fiscal year of mandatory adoption: on the same date of submission of the reference form; and III — from the second fiscal year of mandatory adoption: within 3 (three) months from the end of the fiscal year or on the same date of sending the financial statements, whichever occurs first. For open companies, there is a requirement to prepare and disclose the report of financial information related to sustainability, based on the standards issued by the Brazilian Committee of Sustainability Pronouncements – CBPS, approved by CVM, starting from fiscal years beginning on or after January 1, 2026, with reasonable assurance by independent auditor registered with CVM. It is noted that it remains possible to prepare and send other reports related to the theme, which use other preparation standards, as long as they are sent through the Empresas.NET System,

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 existing categories before the issuance of CVM Resolution No. 193/23: “Sustainability Report” and “Integrated Report”.
On 10/29/2024, CVM issued (i) CVM Resolution No. 217, which approves Technical Pronouncement CBPS No. 01 – General Requirements for Disclosure of Financial Information related to Sustainability, issued by the Brazilian Committee of Sustainability Pronouncements – CBPS, accessible via the link https://conteudo.cvm.gov.br/legislacao/resolucoes/resol217.html; and (ii) CVM Resolution No. 218, which approves Technical Pronouncement CBPS No. 02 – Climate-Related Disclosures, issued by the Brazilian Committee of Sustainability Pronouncements – CBPS, which can be accessed via the link https://conteudo.cvm.gov.br/legislacao/resolucoes/resol218.html. Such standards were preceded by Public Consultations SNC No. 02/24 and 03/24, the reports of which are recommended for reading. The aforementioned Public Consultations SNC can be accessed on the internet via the links https://conteudo.cvm.gov.br/audiencias_publicas/ap_snc/2024/snc0224.html and https://conteudo.cvm.gov.br/audiencias_publicas/ap_snc/2024/snc0324.html.

3.2.7 Validity 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 Board, in a meeting held on 05/09/2023, which deliberated the following:
(a) the start of validity 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 2023 fiscal year, companies will be allowed to prepare the 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 ITR regarding the 2023 fiscal year based on CPC 50, and must archive the restated versions of the ITR on the same date they present the financial statements regarding the 2023 fiscal year. It is emphasized 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 Office No. 2/2023-CVM/SEP, on 12/29/2023, which can be accessed at https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/ocsep-0223.html.

3.2.8 Review of associations in the Empresas.NET System for sending
additional financial statements
On 09/09/2024, the following new associations (“Category”, “Type”, and “Species”) created in the Empresas.NET System for sending additional financial statements were activated:

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 CATEGORY TYPE SPECIES ECONOMIC-FINANCIAL DATA Additional Financial Statements Especially prepared for Initial Registration ECONOMIC-FINANCIAL DATA Additional Financial Statements Pro-forma ECONOMIC-FINANCIAL DATA Additional Financial Statements Separate ECONOMIC-FINANCIAL DATA Additional Financial Statements Combined ECONOMIC-FINANCIAL DATA Additional Financial Statements Condensed ECONOMIC-FINANCIAL DATA Additional Financial Statements Carve-out ECONOMIC-FINANCIAL DATA Additional Financial Statements Regulatory ECONOMIC-FINANCIAL DATA Additional Financial Statements Social Balance Sheet ECONOMIC-FINANCIAL DATA Additional Financial Statements Financial Statements in International Standards

The “Subject” field of such associations is mandatory typing, and must contain the description of the subject of the document to which it refers. The SEP also issued Circular Office No. 6/2024-CVM/SEP, informing also the associations that were deactivated, and which can be accessed at https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0624.html.

3.2.9 Technical Orientation OCPC 10 – Carbon Credits (tCO2e),
Emission Permissions (allowances) and Decarbonization Credits (CBIO) On 01/01/2025, CVM Resolution No. 223/24 entered into force, which makes it mandatory for open companies the Technical Orientation OCPC 10 – Carbon Credits (tCO2e), Emission Permissions (allowances) and Decarbonization Credits (CBIO), issued by the Accounting Pronouncements Committee (CPC), accessible at https://conteudo.cvm.gov.br/legislacao/resolucoes/resol223.html. OCPC 10 is the result of joint work between CVM and CPC, started in 2022, with the objective of establishing accounting treatment, given existing standards, to the aforementioned assets. The standard also already meets the accounting treatment for the assets of Law No. 15.042/24. The subject was the object of Public Consultation, opened by the Superintendency of Accounting and Audit Standards (SNC) of the Agency in August 2023, which can be consulted at the electronic address https://conteudo.cvm.gov.br/audiencias_publicas/ap_snc/2023/snc0623.html. This is a first movement, with a pioneering scope internationally, to direct the accounting treatment of carbon credits (tCO2e), Emission Permissions (allowances) and decarbonization credits (CBIO) of entities operating in the Brazilian capital market, aiming to ensure consistency of financial statements and allow their connection with the sustainability financial report approved by CVM Resolution No. 193/23.

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, if the International Accounting Standards Board (IASB) issues any document specifically related to the recognition, measurement, and disclosure of the topics addressed above, the orientation may be revised.

3.2.10 Changes to CPCs 03, 32, and 40 – CVM Resolution No. 197, of
26.12.2023
CVM Resolution No. 197, of 12/29/2023, according to Annex A, made it mandatory for open companies the Technical Pronouncement Review Document No. 24, issued by the Accounting Pronouncements Committee – CPC, due to changes from 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 1st January 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 1st January 2024.
It is emphasized the need to read CVM Resolution No. 197/23 by companies covered by the CPCs cited above, available at https://conteudo.cvm.gov.br/legislacao/resolucoes/resol197.html.

3.2.11 Technical Pronouncement CPC 51 and Review Document No. 28 —
CVM Resolutions No. 237 and 238, of 24.12.2025 On 12/24/2025, CVM issued CVM Resolution No. 237/25, which revokes CVM Resolutions No. 106/22 and No.
156/22, and made it mandatory for open companies the Technical Pronouncement CPC 51 — Presentation and Disclosure in Financial Statements, issued by the Accounting Pronouncements Committee (CPC), accessible at https://conteudo.cvm.gov.br/legislacao/resolucoes/resol237.html.
Technical Pronouncement CPC 51 is aligned with IFRS 18 (Presentation and Disclosure in Financial Statements), issued by the International Accounting Standards Board (IASB), and will replace the Technical Pronouncement CPC 26 (R1) – Presentation of Financial Statements. CPC 51 improves the presentation of financial statements, requires disclosure in notes of management-defined performance measures (management-defined performance measures) and introduces new principles for the aggregation and disaggregation of information. CVM Resolution No. 156/22, which provided for the disclosure of EBITDA and adjusted EBITDA, will be revoked with the entry into force of CVM Resolution No. 237/25, with the matter now being treated within the scope of management-defined performance measures, in accordance with Technical Pronouncement CPC 51. On the same date, CVM issued CVM Resolution No. 238/25, which makes mandatory the Technical Pronouncement Review Document No. 28 – Changes resulting from Technical Pronouncement CPC 51, issued by CPC, accessible at https://conteudo.cvm.gov.br/legislacao/resolucoes/resol238.html. The

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 Review Document No. 28, aligned with Annex D of IFRS 18, updates references in other Technical Pronouncements in force, resulting from the implementation of CPC 51.
CVM Resolutions No. 237/25 and No. 238/25 enter into force on January 1, 2027, applying to fiscal years beginning on or after that date.
Such standards were preceded by Public Consultations SNC No. 01/25 and 02/25, the reports of which are recommended for reading. The aforementioned Public Consultations SNC can be accessed on the internet via the links https://conteudo.cvm.gov.br/audiencias_publicas/ap_snc/2025/edsnc0125.html and https://conteudo.cvm.gov.br/audiencias_publicas/ap_snc/2025/edsnc0225.html.

3.2.12 Cloud Computing Arrangements
— Circular Office No. 1/2026/CVM/SNC/SEP
On 02/02/2026, SNC and SEP issued Circular Office No. 1/2026/CVM/SNC/SEP, with guidelines on the accounting treatment of cloud computing arrangements (Cloud Computing Arrangements), especially contracts of the SaaS (Software as a Service) type.
Circular Office consolidates the understanding of technical areas in light of two IFRS IC Agenda Decisions — from March 2019 (Customer’s Right to Receive Access to the Supplier’s Software Hosted on the Cloud, IAS 38) and April 2021 (Configuration or Customization Costs in a Cloud Computing Arrangement, IAS
38) — and highlights the following points:
(a) in SaaS arrangements where the customer receives only the right to access the supplier’s software, hosted on the supplier’s cloud infrastructure, the contract must be treated as a service provision, not constituting a lease (CPC 06 (R2)) nor a software license (intangible asset, CPC 04 (R1)); (b) configuration and customization costs of the supplier’s software, in these arrangements, must, in principle, be recognized as expense, observing the timing of recognition according to the nature of the service provided:
(i) if configuration or customization services are distinct from access to the software, the expense is recognized when the supplier configures or customizes the software; (ii) if the services are not distinct — that is, not separately identifiable from access to the cloud software — the expense is recognized when the supplier releases access to the software; (iii) if configuration and customization services are provided by a third party distinct from the software supplier, the expense is recognized when the third party configures or customizes the software; (c) exceptionally, if the arrangement results in the creation of additional code or the alteration of local software that generates functionalities controlled by the customer, the recognition of intangible asset must be evaluated in accordance with CPC 04 (R1); and (d) administrators of open companies and their independent auditors must also observe the provisions of CPC 23 – Accounting Policies, Changes in Estimates and Correction of Errors.

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 Considering the current stage of migration of application software to the cloud and the relevance of the expenses involved, it is recommended that open companies observe the guidelines of the aforementioned Circular Office in the preparation of their financial statements. It is emphasized the need to read Circular Office No. 1/2026/CVM/SNC/SEP, available at:
https://conteudo.cvm.gov.br/legislacao/oficios-circulares/snc-sep/oc-snc-sep-0126.html.

3.3 Periodic Forms

3.3.1 Registration form
The registration form is an electronic document, of periodic and eventual submission, provided for in Article 23 of CVM Resolution No. 80/22, whose content reflects Annex B 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 that 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 area, is the configuration of automatic forwarding of messages received in the IRD’s email. These options are the exclusive responsibility of the IRD, and it is certain that they do not remove his responsibility. From 01/01/2022, the completion and submission of the registration form became mandatory through the “FCA Online” functionality, available in the Empresas.NET System at (https://www.rad.cvm.gov.br/ENETWEB/shared/login.aspx), in the “Document Submission” menu, waiving the procedure of completing and generating this form in Client, which was deactivated, as disclosed by Circular Office 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 from the event 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, until May 31 of each year, that the information contained in the registration form remains valid. This confirmation must be made by submitting the first version of the registration form of the current year, until May 31, and its completion must be done completely and appropriately to what is required by CVM Resolution No. 80/22, observing, in particular, Article 15 of the aforementioned Resolution.

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 From the first day of the year, only the presentation and restatement of the registration form of the current fiscal year are permitted.
In the presentation of the registration form, the company 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, some abbreviation should be made.
Item 2.1, letter “c” of the registration form also requests the trading code of each species or class of shares admitted to trading.
Still regarding item 2.1 of the document, it is requested that the company inform which assets are being traded in the market and since when they have been traded. The exhaustive list of all the assets must be inserted in the reference form in section 12.3.

3.3.2 Reference form

3.3.2.1 Annual submission of the form
The reference form is an electronic document, of periodic and eventual 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.
According to the aforementioned Article 25 of CVM Resolution No. 80/22, the reference form must be submitted fully updated annually, within 5 (five) months 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 (AGM). With this procedure, it will already be possible to include in the document, for example, information on eventual election and remuneration of administrators.
Furthermore, it is necessary to always include the information contained in the financial statements of the previous fiscal year that are discussed and voted on in that assembly.
In this sense, it is alerted that all updated information that has been provided due to the update rules provided in paragraphs 3 and 4 of Article 25 of CVM Resolution No. 80/22 must be reflected in the reference form when presented annually, regardless of the existence of a command in Annex C regarding the provision of information relating to the current fiscal year. It is worth highlighting that, except for items that have a footnote specifying the cutoff date of the required information, all other items must contain the most updated information available to the company on the date of submission of the form. After the holding of the AGM 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) restating the reference form of the previous fiscal year; or (ii) advancing the presentation of the document relating to the current fiscal year.

COMMISSION OF SECURITIES AND EXCHANGES
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 In this case, the issuer must pay attention to (i) not resubmitting the document referring to the previous fiscal year as if it were the updated Reference Form with all information from the current fiscal year; or (ii) not presenting the updated Reference Form with all information from the current fiscal year as if it were the resubmission of the document referring to the previous fiscal year. In the annual submission of the Reference Form, the end date of the fiscal year to which the Form to be submitted refers must be indicated as “Reference of the FRE”. 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 (available at the electronic address (https://www.rad.cvm.gov.br/ENETWEB/shared/login.aspx), menu “Document Submission”, which considers, among other things, the new structure as established in CVM Resolution No. 59/21, waiving the procedure for filling out and generating this form in Client, as disclosed by Circular Letter No. 7/2022-CVM/SEP, which can be accessed at the electronic address https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0722.html. Guidance for preparing the Reference Form can be consulted in Chapter 10 of this Circular Letter.
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 an obligation on issuers registered in category A to update, within 7 (seven) business days counted from the date of the occurrence of the event, the fields of the Reference Form whose information is affected by the incidence of the events described below:
a) change of administrator, member of the fiscal council, member of a statutory committee, or member of the 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 issuer's administrative or management bodies 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 issued securities; 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 the issuer's shares; 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 the issuer's shares, provided that the issuer is aware of such change;

COMMISSION OF SECURITIES AND EXCHANGES
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 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, amendment, or termination of a shareholders' agreement filed at the issuer's headquarters or in 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 an administrator or member of the fiscal council:
i. any criminal conviction;
ii. any conviction in an administrative process of the CVM, the Central Bank of Brazil, or the Private Insurance Superintendency; or
iii. any final judicial conviction or subject to a final administrative decision, that has suspended or disqualified them 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, a 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 their occurrence, the fields of the form whose information is 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 the issuer's shares; 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 reorganization, or judicial homologation of extrajudicial reorganization; g) communication by the issuer of the change in the independent auditor in accordance with specific regulation; and

COMMISSION OF SECURITIES AND EXCHANGES
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 h) any of the following events involving an administrator or member of the fiscal council:
i. any criminal conviction;
ii. any conviction in an administrative process of the CVM, the Central Bank of Brazil, or the Private Insurance Superintendency; or
iii. any final judicial conviction or subject to a final administrative decision, that has suspended or disqualified them from practicing any professional or commercial activity.
In the case of the election of administrators, it is also recalled that the Reference Form must be updated within the regulatory period, even if the administrators were reappointed in the election, given the change in mandates.
In the update of a Reference Form already submitted, which implies the submission of a new version, issuers must indicate in the “Type of Submission” field whether the update refers to a “Spontaneous Resubmission” or “Resubmission by CVM/B3 Requirement”.
Furthermore, in the “Subject of the Last Change/Reason for Resubmission” field, the issuer must clearly state all sections and items of the form that have been altered, including a brief description of the reason for each change. Issuers must also indicate whether the resubmission is due to the registration of a public distribution 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 are 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 submitting the Reference Form for the subsequent fiscal year. In this regard, it is clarified that the change in the quantity of treasury shares resulting from the execution of a buyback 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 would not be necessary in this case. Nevertheless, 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.

COMMISSION OF SECURITIES AND EXCHANGES
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 Furthermore, 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 the Investor Relations Director after the submission of the Reference Form, the new officeholder is responsible for the information in this document that is updated, after the date of their assumption of office, due to the scenarios provided for in paragraphs 3 and 4 of article 25 of this Resolution, observing 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 updatable fields of the Reference Form do not constitute and should not be understood as an exhaustive list, and it is the issuer's obligation to verify and update all fields of the Form that, in their specific case, are impacted by the occurrence of the events provided for in paragraphs 3 and 4 of article 25.
3.3.2.3 Resubmission of the Reference Form due to registration of public distribution
CVM Resolution No. 80/22 provides, in paragraph 2 of article 25, that, in the case of a request for ordinary registration of a public distribution offer, issuers must resubmit the Reference Form fully updated on the same date that the request is filed with the CVM.
In the case of a public distribution registration request, the issuer may opt to resubmit the Reference Form of the previous year or to present the Reference Form of the current year, provided that the information related to the previous 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. Furthermore, the sections and items altered must also be indicated in the “Reason for Resubmission” field, including a brief description of the reason for the change.
As stated in the declaration of 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 the 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 changes, beyond those that necessarily would 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.

COMMISSION OF SECURITIES AND EXCHANGES
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 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 submission of the Reference Form, the new officeholder is responsible for the information in this document that is updated, after the date of their assumption of office, due to the scenarios provided for in paragraphs 3 and 4 of article 25 of this Resolution, observing the registration category of the issuer. In the case of the resubmission of the Reference Form due to a request for registration of public distribution of 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 requests for registration of public distribution 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 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 2.11). 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, one must access the link https://www.gov.br/cvm/pt-br/canais_atendimento/protocolo-digital.
3.3.3 Standardized Financial Statements – DFP
The Standardized Financial Statements form (DFP) is an electronic document, subject to periodic submission provided for in article 22, item IV, of CVM Resolution No. 80/22, whose submission to the CVM must be made through the Empresas.NET System (see Chapter 9).
According to article 30 of CVM Resolution No. 80/22, the DFP form must be filled out with the 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 submission 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 submission of the financial statements, if it occurs on an earlier date. In this sense, according to a decision by the CVM Collegiate Body, of 15.07.2014 (Reg. No. 8620/13), in an analysis of a query formulated by IBRACON, there is no obligation to fill out the information related to the penultimate fiscal year in DFP forms, in cases where the financial statements related to the same period do not contain this data. The submission of the DFP form is mandatory, and its submission does not dispense with the submission 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 Letter.

COMMISSION OF SECURITIES AND EXCHANGES
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 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 Letter, notwithstanding the obligation to submit 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 submission 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 over-the-counter market where its issued securities are admitted to trading. The DFP form must be disclosed simultaneously with the disclosure of the company's financial statements. 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 statement of added value (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 has the purpose of evidencing 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 beginning on or after January 1, 2024. In this regard, pay attention to the guidelines contained in item 3.2 of this Circular Letter. 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 should 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. With regard to the validity of Technical Pronouncement CPC 50 – Insurance Contracts, companies must observe the guidelines contained in item 3.2.7 of this Circular Letter.
3.3.4 Quarterly Information – ITR
Article 31 of CVM Resolution No. 80/22 provides for the submission of forms regarding quarterly information (ITR) by registered issuers, whose submission to the CVM must be made through the Empresas.NET system (see Chapter 9).

COMMISSION OF SECURITIES AND EXCHANGES
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 According to article 31 of CVM Resolution No. 80/22, the ITR form must be filled out with the 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 statement of added value (DVA), required by articles 176, 177, and 188 of Law No. 6.404/76. In this regard, pay attention to the guidelines contained in item 3.2 of this Circular Letter. The counting of the 45 (forty-five) day period after the end of each quarter of the fiscal year begins on the first day (business 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 that, according to the requirement 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. 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 their 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 also not refrain from investigating responsibilities when faced with the 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 fiscal council's opinion. 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.

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 important to alert that the ITR form of open companies registered in category A must contain consolidated accounting information whenever such issuers are obligated to present consolidated financial statements, in accordance with Law No. 6.404/76, as determined by 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 quarterly compare, 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 on the organized over-the-counter market where its securities are admitted to trading.

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

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 their 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 by any member of the board of directors. It is emphasized 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 fall 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 for them to express themselves on intermediate 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 also not refrain from investigating responsibilities when faced with the non-compliance with these duties.

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 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 their disclosure and on which date, in line with the requirement set forth in item 17 of Technical Pronouncement CPC 24, approved by CVM Resolution No. 105/22.

Since 01.10.2021, the filling and sending of the ITR form has become mandatory through the “ITR Online” functionality, available in the Empresas.NET System (which can be accessed at the electronic address (https://www.rad.cvm.gov.br/ENETWEB/shared/login.aspx), in the “Document Submission” menu), dispensing with the procedure of filling and generating this form in 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 should 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.

3.3.5 Securitization Company Reports
The submission of reports from securitization companies (registered in categories S1 or S2), as well as other periodic and occasional information from such entities, 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, in the absence of any regulatory provision for exemption or differentiated treatment for companies that have dual registration.

It is alerted that the maintenance of said dual registration at the CVM subjects the securitization company to the payment of inspection 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 the terms provided for in Annexes I, II or III of said Law, the value of the inspection fee is due for each registration granted to the taxpayer.

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

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

The report on the Brazilian Corporate Governance Code – Open Companies must be submitted within 7 (seven) months from the date of closing of the fiscal year, by the issuer that cumulatively meets the following requirements:

I – is registered in category A;
II – has securities admitted to trading on a stock market by an entity administering an organized market; and III – has shares or depositary receipts of shares in circulation.

The information provided by the company through the filling 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 management bodies, the company must make these policies available through the Empresas.NET System, using the corresponding category. This orientation 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 pertinent justifications, instead of mere safeguards, in the event of non-adoption or partial adoption of the practices provided for in the Report.

The information to be disclosed in the Report on the Brazilian Corporate Governance Code must be updated until the date of submission of the document.

If changes are made to the governance of issuers after the submission 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 Meeting – OGM
According to the statement of article 132 of Law No. 6.404/76, annually, within the first four months following the end of the fiscal year, an ordinary general meeting (OGM) must be held to take the accounts of the administrators, examine, discuss and vote on the financial statements, deliberate on the allocation 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.

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 article 65, item III, of CVM Resolution No. 80/22, the non-observance of the deadline fixed in article 132 of Law No. 6.404/76 for the holding of the ordinary general meeting is considered a serious offense.

On 28.07.2020, Law No. 14.030/20 was issued, 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 forth in paragraph 2 of article 124 of Law No. 6.404/76 for open capital 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 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 ways of holding general meetings, 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 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. 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 recording 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 have not been made available previously, the full recording of the assembly and the possibility of communication between shareholders.

3.4.1 Notice of article 133 of Law No. 6.404/76
Article 133 of Law No. 6.404/76 establishes that administrators must communicate, up to 1 (one) month before the date set for the holding of the OGM, by announcements published in the manner provided for in article 124 (see item 3.4.3), that the documents indicated below are available to shareholders, specifying in the announcements the location or locations where shareholders can obtain copies of these documents:

a) the administration report on the social business and the main administrative facts of the closed year; b) the copy of the financial statements; c) the report of the independent auditors;

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

d) the opinion of the fiscal council, including dissenting votes, if any; and e) other documents pertinent to matters included in the agenda.

Up to at least 5 (five) days before the date set 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 highlighted 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, up to one month before the date set 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 cured, but the publication of the documents and their sending through 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 up to 1 (one) month before the date set for the holding of the OGM.

3.4.2 Administration 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 market by an entity administering an organized market and have shares or depositary receipts of shares in circulation, thus considered the shares of the company (with the exception of those owned by the controller, persons linked to him, administrators of the company and those held in treasury) must pay attention to the provisions of the Resolution, especially regarding what is set forth in articles 9 to 25 of this 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, up to one month before the date set 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 the Resolution 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 year (included in the financial statements and in the DFP form – see items 3.2 and 3.3.3);

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) copy of the financial statements (sent through the Empresas.NET System – see item 3.2); c) management comments on the company's financial situation, in accordance with item 2 of the reference form (“directors' comments”) (sent, through the Empresas.NET System, in the “Assembly” category, type “OGM” or “OGM/E”, species “Administration Proposal”, subject “Management 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 through the Empresas.NET System by virtue of item VI of article 33 of CVM Resolution No. 80/22, in the “Management Meeting” category, type “Fiscal Council”, species “Minutes”, subject “Opinion on the financial statements”); f) DFP form (sent through the Empresas.NET System – see Chapter 9); g) proposal for the allocation of the net profit of the year that contains, at minimum, the information indicated in Annex A of the Resolution (sent through the Empresas.NET System by the “Assembly” category, type “OGM” or “OGM/E”, species “Administration Proposal”, subject “Allocation of Results”); and h) opinion of the audit committee, if any (sent through the Empresas.NET System by the “Management Meeting” category, type “Audit Committee”, species “Minutes”, subject “Opinion on the financial statements” – see item 3.2).

It is emphasized that the administration's proposal for the allocation of net profit must contain, at minimum, the information required in Annex A of CVM Resolution No. 81/22, not being 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 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 purposes, namely:

in item 2, the company must inform the total amount and the value per share of dividends and/or interest on equity capital, including values already advanced, that is, if the company has approved the distribution of dividend and/or interest on equity capital 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 dividend and/or interest on equity capital that will be submitted to the approval of the assembly, discounted any values already approved in advance, whether such values are paid or 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

It is worth informing that in item 5.d of Annex A of CVM Resolution No. 81, the date that will be used to identify the shareholders who will have the right to receive the dividend and interest on equity capital to be declared in the assembly must be informed, and not the payment date of said event. The date or payment deadline must be 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 decision of the Collegiate Body of 27.09.2011 (CVM Process No. RJ2010/14687)6, companies that have calculated a loss in the 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 the Resolution is not being presented due to the calculation of a loss in the year.

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, up to one month before the date set 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 until 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 minimum, the documents and information required by articles 11 and 13 of CVM Resolution No. 81/22 within a deadline of 1 (one) month before the date scheduled for the holding of the conclave.

If the bylaws or eventual 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 the disclosure of the minutes of the meeting of the board of directors or the nomination, appointment or equivalent committee, 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 through the Empresas.NET System, category “Assembly”, type “OGM” or “OGM/E”, species “Administration Proposal”, subject “Election of members of the Boards of Directors and Fiscal Council” or “Remuneration of administrators and councilors”.

To comply with the requirement in article 11 of CVM Resolution No. 81/22, companies registered in category A, to which the cited Resolution 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.

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

COMMISSION OF SECURITIES AND EXCHANGE MARKETS
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

For article 10, item III, and article 13, item II, of CVM Resolution No. 81/22, companies registered in category A, to which the aforementioned Resolution 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 established by the CVM Board 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 corporate 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. 6.404/768, the most appropriate procedure is the disclosure, in the convening notice, that the number of members to compose the company's board of administration will be deliberated in its agenda.

Furthermore, the CVM Board 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 has not been 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 sense, it is recommended that the controlling shareholder/administration inform the number (fixed or minimum) of counselors for a specific term that would be elected by multiple 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).

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 administration and the 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 with 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 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 administration/fiscal council presented by minority shareholders.

It is recalled that, regarding the indication of candidates for member of the board of administration/fiscal council, companies that adopt remote voting either mandatorily or facultatively must pay attention to the provisions on this matter brought by CVM Resolution No. 81/22 (see item 7.2).

7 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html. 8 Article 141. (...) paragraph 7th Whenever, cumulatively, the election of the board of administration takes place by the system of multiple voting and holders of ordinary or preferred shares exercise the prerogative to elect counselors, it shall be assured to a shareholder or group of shareholders linked by a voting agreement that holds 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 bylaws, compose the body.”

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

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 an understanding issued by the SEP, requirements to present information about candidates prior to the meeting, even if provided in the corporate 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 administration and the fiscal council at the very moment of the meeting.

In order to allow a better understanding by investors of 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) 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 are due to the non-correspondence between the period covered by the proposals (letter “a”) and the period covered by the reference form (social year).

Whenever the meeting agenda includes an item regarding the rendering of an 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 consulting CVM Orientation 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 information necessary to understand the matters to be discussed at the meeting. As provided for 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 it is necessary to re-present the administration's proposal due to compliance with CVM requirements or spontaneously, the company must indicate in the field “Reason for Re-presentation” 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 highlighted that there is no hypothesis of exemption from delivering 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 up to 1 (one) month before the date scheduled for the holding of the OGM the administrators' comment on the company's financial situation, in accordance with item 2 of the reference form, as required by article 10, item III, of the aforementioned Resolution.

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 period provided for in the caput of the article, if this document is published before the holding of the meeting.

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

It is stressed that, for the holding of a meeting at second call, the publication of a new administration's proposal is necessary.

3.4.2.2 Issuers registered in category B and in category A for 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 Proposals for general meetings will be mandatory only for companies registered in category A, authorized by a market administrator entity for the trading of shares on the 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 meeting 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, with the advance period of the first call, for open companies, being 21 (twenty-one) days and that of the second call, 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, the 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 meeting, simultaneously with the administration's proposal.

It is stressed that for the holding of a meeting at second call, the publication of a new notice is necessary. It is considered irregular to include the second call of the OGM already in the notice of the first call.

Thus, in the event that the OGM is not installed at the first call, a new call must occur by means of the publication of a new notice, which must inform, in addition to the agenda, the location, date, and time at which the meeting will be held at the second call. The aforementioned meeting may not be held, at the second call, within a period of 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 in both category A and category B must enumerate, expressly, in the agenda, all matters to be deliberated, and the use of the rubric “general matters” for matters that depend on assembly deliberation is prohibited.

Furthermore, the convening notices must contain, obligatorily:
a) in meetings intended for the election of members of the board of administration, the minimum percentage of participation in the voting capital necessary to request the adoption of multiple voting; b) when the fiscal council is not functioning or when the period of its functioning ends on the date of the meeting, the minimum percentages of participation in the voting and non-voting social capital necessary for the request to install the body; c) 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; d) if there are, the physical accessory locations made available for the participation of shareholders, in accordance with paragraph 5 of article 5 of CVM Resolution 81/22; e) 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 at the meeting, including information necessary and sufficient for access and use of the system by shareholders, and whether the meeting will be held partially or exclusively in digital mode; and f) in the hypotheses where admitted, in accordance with article 30-A of the aforementioned Resolution, explicit indication of the company's intention not to make the remote voting bulletin available, unless requested by shareholders holding 0.5% (half percent) of the social capital.

Received 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 Empresas.NET System, in the category “Notice to Shareholders”, type “Adoption of the multiple voting process”, that the election of the board of administration may take place by this process, as this is important information to instruct the decision to be taken by shareholders at the meeting.

It is recalled that, regarding the adoption of the multiple voting process, companies that adopt remote voting either mandatorily 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 established by the CVM Board in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and RJ2013/4607)9, the definition of the number of members of the board of administration, when the corporate bylaws provide for a minimum and maximum number, must be the subject of deliberation at the general meeting of shareholders.

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

Thus, without prejudice to the provisions of paragraph 7 of article 141 of Law No. 6.404/7610, the most appropriate procedure is the disclosure, in the convening notice, that the number of members to compose the company's board of administration will be deliberated in its agenda.

Furthermore, the CVM Board 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 for a specific term that would be elected by multiple 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).

The convening notice for the ordinary general meeting must be sent to the CVM, through the Empresas.NET System, category “Meeting”, types “OGM” or “OGM/E”, species “Convening 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, in accordance with 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 now provides, in the sole paragraph of article 121, that, in open companies, the shareholder may participate and vote remotely at a general meeting, in accordance with the regulation of the CVM.

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

Companies may also hold meetings in a partial or exclusively digital manner as long as they fully comply with the requirements established in the aforementioned Resolution.

It is considered that the meeting is held:
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 bulletin as a means to exercise 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 bulletin as a means to exercise 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.

10 Article 141. (...) paragraph 7th Whenever, cumulatively, the election of the board of administration takes place by the system of multiple voting and holders of ordinary or preferred shares exercise the prerogative to elect counselors, it shall be assured to a shareholder or group of shareholders linked by a voting agreement that holds 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 bylaws, compose the body.”

The company must present, in the convening announcement or in the other documents and information made available to shareholders, the reasons why it considers it more appropriate to hold the meeting in person, partially digital, or exclusively digital.

The company's headquarters or, if applicable, the location referred to in item II of the caput of article 5 of CVM Resolution No. 81/22 must be the main location for conducting the work and generating sound and images of partially digital meetings, with the availability of one or more physical accessory locations, even in a municipality different from that of the company's headquarters, to which shareholders can appear in person to participate in the meeting.

The president of the table, the secretary, and at least one administrator must participate in person at the company's headquarters or, if applicable, the location referred to in item II of the caput, except if the meeting is held in an exclusively digital manner.

Observed the provisions above, remote participation by third parties authorized to participate and persons whose presence is mandatory at meetings is permitted, regardless of the manner of holding the meeting.

The convening 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 the aforementioned 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, to deposit the documents referred to in paragraph 1 within up to 2 (two) days before the date of holding the meeting, as provided in paragraph 3 of article 6 of the Resolution.

Without prejudice to the provisions of article 141, paragraph 1, of Law No. 6.404/76, it is recommended that companies, in the meeting convening notices, 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, summaries of decisions of the ordinary general meeting must be sent, through the Empresas.NET System, on the same day of its holding, by the category “Meeting”, types “OGM” or “OGM/E”, species “Summary of Decisions”, as well as the minutes of the OGM, within 7 (seven) business days of its holding, indicating the dates and newspapers of its publication by the category “Meeting”, types “OGM” or “OGM/E”, species “Minutes”.

In this sense, it is worth noting that the summary of decisions taken at the meeting (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), which, in accordance with paragraph 1 of article 130 of Law No. 6.404/76, may be drafted in the form of a summary of the events 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 meeting's deliberations.

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

It is worth noting that CVM Resolution No. 80/22 exempts the issuer from submitting a summary of decisions if the issuer delivers the minutes of the general assembly on the same day it is held, as provided for in paragraph 2 of article 33 and paragraph 1 of article 34. However, to avail oneself of this option, the issuer must send the complete minutes of the general assembly on the same day the meeting takes place.

In accordance with item IX of article 22 of CVM Resolution No. 80/22, the minutes of the General Shareholders' Meeting (AGO) must be accompanied, in the same file, by any declarations of vote, dissent, or protest. Furthermore, the minutes must contain all documents referenced and related to the assembly's deliberations, such as contracts.

Whenever possible, AGO minutes archived with the CVM should also contain the attendance list and the exact quorum for installation and approval of specific matters. It is also recommended that the minutes include, at least, the identification of relevant shareholders who elected members to the board of directors and the fiscal council, without prejudice to the disclosure of the final detailed voting map provided for in article 48, paragraph 6, item II of CVM Resolution No. 81/22.

Regarding the permission contained in article 130, paragraph 2, of Law No. 6.404/76, it is understood that this constitutes an administrative act related to the initial proceedings of an assembly and not a deliberation on the conduct of the company's business; therefore, it is not necessary to include a deliberation on the subject in the remote voting ballot. Thus, it is understood that, in the same manner as provided in article 128 of Law No. 6.404/76, the shareholders present may deliberate on the permission contained in article 130, paragraph 2, of Law No. 6.404/76.

It is worth noting that if the assembly is suspended for any reason, the submission of the summary and/or minutes must include information that the said assembly was suspended, the reason for the suspension, and that the proceedings will be resumed subsequently. The resumption of the assembly will require the resubmission 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 assembly shall fix the global or individual amount of remuneration for administrators, including benefits of any nature and representation expenses.” This amount must encompass every and any form of remuneration including, but not limited to, salary, labor bonus, variable remuneration, grant of shares or options, direct and indirect benefits, in accordance with CPC 33 (R1) – Employee Benefits.

It is worth noting that the CVM Collegiate Body expressed its understanding in a meeting held on 08.12.2020 (CVM Process No. 19957.007457/2018-1011) that employer social charges are not covered by the concept of “benefits of any nature” referred to in article 152 of Law No. 6.404/76, and therefore do not integrate the global or individual remuneration amounts subject to approval by the general assembly.

11 See http://conteudo.cvm.gov.br/decisoes/2020/20201208_R1/20201208_D1361.html.

In accordance with the understanding set forth by the CVM Collegiate Body in a meeting held on 10.03.2015 (CVM Process No. RJ2014/662912), amounts paid to administrators based on stock option plans or other types of stock-based remuneration plans, as they constitute part of 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.

According to article 13 of CVM Resolution No. 81/22, whenever the general shareholders' meeting is convened to fix the remuneration of administrators, the company must provide, at a minimum: (i) the proposal for administrator remuneration; and (ii) the information indicated in item 8 of the reference form.

The objective of the rule is to require the prior presentation to shareholders (to support the assembly's deliberations) 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, with the aim of ensuring the consistency of disclosed information, it is understood that, in this field, consolidated information of the board of directors and the statutory management 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, to achieve the disclosure purposes provided for in the rule, the company must perform calculations using the weighted average exercise price of the options, treating the chairman of the board of directors merely 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) could 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 this may not be less, for each member in office, than ten percent of the amount attributed on average to each director, excluding profit participation.

It is recalled that members of the board of directors may verify whether 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 provision of paragraph 1 of article 25 of CVM Resolution No. 80/22.

Furthermore, the detailed description of the composition of directors' 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 insufficient to attest to compliance with the provision 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 provision of paragraph 2 of article 163 of the said Law.

12 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.

The CVM Collegiate Body, by majority vote, in a meeting held on 27.08.2019, regarding CVM Process No. 19957.007396/2017-0013, expressed its understanding that “the regulator is not required to demand that the general assembly of open companies also approve the amount of remuneration for administrators who hold positions in the administration of controlled companies — whether wholly-owned subsidiaries or not — for the functions performed therein.” According to their understanding, the best interpretation of the command of article 152 of Law No. 6.404/76 is that it is up to the general assembly 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 guidelines for the assembly's 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, that they submit to the scrutiny of the general assembly 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 fiduciary agent

Law No. 6.404/76 determines, in letters “b” and “c” of paragraph 1 of article 68, that fiduciary 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 events that occurred during the year, relating to the execution of obligations assumed by the company, to the assets securing 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 incumbent upon issuers of debentures admitted to trading in regulated markets in Brazil to submit the report provided for in item X of article 22 of CVM Resolution No. 80/22, via the Empresas.NET System, through the category “Economic-Financial Data”, type “Fiduciary Agent Report”, within 4 (four) months of the closing of the fiscal year or on the same day of its disclosure by the fiduciary agent, whichever occurs first.

Furthermore, without prejudice to the provision of article 3 of CVM Resolution No. 44/21, communications of the fiduciary agent prepared in compliance with article 68, paragraph 1, letter “c” of Law No. 6.404/76 must be forwarded by issuers to the CVM, immediately after receipt of the notification sent by the fiduciary agent, through the Empresas.NET System, category “Economic-Financial Data”, type “Notification of the fiduciary agent to debenture holders”, as provided for in articles 33, item XIX, and article 34, item IX, both of CVM Resolution No. 80/22.

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

4 Main Eventual Information
4.1 Material act and fact

In accordance with article 157, paragraph 4, of Law No. 6.404/76, the administrators of the open company are obliged to immediately communicate to the stock exchange and disclose through the press any deliberation of the general assembly or the company's administrative bodies, or any material fact occurring in their 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 material 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 also in the acquisition of a significant block of shares issued by an open company, and the trading of shares of an open company pending the disclosure of a material fact to the market, are regulated.

As instructed by paragraph 7 of article 3 of CVM Resolution No. 44/21, any changes in the communication channels used, including the adoption of the channel provided for in item II of paragraph 4 of article 3 of the said Resolution, must be preceded by (i) updating the material act or fact disclosure policy, in accordance with article 17 of CVM Resolution No. 44/21; (ii) updating the company's registration form; and (iii) disclosing the change to be implemented, in the manner previously used by the company to disclose its material facts. In the event of replacing the news portal with an internet page used for the disclosure of material acts and facts with another, it is necessary to update the registration form and disclose a material fact regarding the subject, but there is no need to promote changes in the material act or fact disclosure policy.

According to article 3 of CVM Resolution No. 44/21, it is incumbent upon the Investor Relations Director (DRI) to send to the CVM, through an electronic system available on the CVM's website on the World Wide Web, and, if applicable, to the stock exchange and organized over-the-counter market entity in which the company's securities are admitted to trading, any material act or fact that has 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.

According to the guidance of article 5 of CVM Resolution No. 44/21, the disclosure of the material act or fact must be made, whenever possible, before the start (preferably, with at least one hour's notice relative to the opening of the trading session) or after the closing of business at the stock exchanges and organized over-the-counter market entities in which the company's securities are admitted to trading.

Paragraph 1 of the same article determines that, if the company's securities are admitted to trading simultaneously in markets of different countries, the disclosure of the material act or fact must be made, 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.

Although the Resolution provides for the possibility of disclosing a material fact before the start of business in a market, it is understood as a good practice that the disclosure occurs preferentially after the closing of business in all countries in which the securities are traded, allowing a longer period for investors to analyze the effects resulting from the disclosed information.

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

Since it is imperative that the disclosure of a material act or 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 company's securities are admitted to trading, the suspension of trading of the securities issued by the open company, or referenced thereto, observing the procedures provided for in the regulations issued by the stock exchanges and organized over-the-counter market entities on the subject.

The submission of the file with the text of the material act or fact must be done through the Empresas.NET System, category “Material Fact”, before or simultaneously with its disclosure through the channels provided for in article 3, paragraph 4, of CVM Resolution 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 the Empresas.NET System is independent of the issuer's registration category, as determined in article 33, item X, and article 34, item VI, of CVM Resolution No. 80/22.

Corporate legislation does not prevent relevant information from being disseminated and discussed in meetings of trade associations, investors, analysts, or with a selected audience, in the country or abroad.

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

If controlling shareholders, directors, members of the board of directors, the fiscal council, and any bodies with technical or consultative functions, created by statutory provision, have personal knowledge of a material act or fact and confirm the omission of the DRI in fulfilling their duty of communication and disclosure, including in the case of the sole paragraph of article 6 of CVM Resolution No. 44/21, they will only be exempt from liability if they immediately communicate the material act or fact to the CVM, in accordance with article 3, paragraph 2 of the Resolution.

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

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

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

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

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

It is worth noting that the CVM has been understanding that, in the event of a leak of information or if the company's securities oscillate atypically, the material fact must be immediately disclosed, even if the information refers to operations in negotiation (not concluded), initial negotiations, feasibility studies, or even merely the intention to carry out the business (see judgment of CVM Process No. RJ2006/592814 and CVM Administrative Sanction Process No. 24/0515). If the relevant information escapes the control of the administration or if there is an atypical oscillation in the quotation, price, or quantity traded of the securities issued by the open company or referenced thereto, the DRI must inquire of the persons with access to material acts or facts, with the aim of verifying whether they have knowledge of information that should be disclosed to the market. The vote of Reporting Director Marcelo Trindade in CVM Administrative Sanction Process No. 04/0416 goes in the same 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 occurrence of the relevant event 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 is increasingly trying 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.

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

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

Accordingly, in cases where failures in the disclosure of material acts or facts are identified, without prejudice to the investigation of possible use of insider information, the DRI, as well as controlling shareholders, other directors, members of the board of directors, the audit committee, and any bodies with technical or advisory functions, created by statutory provision, are subject to the assessment of responsibility for any infraction of the aforementioned Articles 3, 4, and 6 of CVM Resolution No. 44/21 and Articles 155, paragraph 1, and 157, paragraph 4 of Law No. 6.404/76, as applicable.

Once it is established that news has been broadcast in the media involving information not yet disclosed by the issuer through the Empresas.NET System, or that news has been broadcast adding new facts to information already disclosed, it is the responsibility of the company's administration and, in particular, its DRI to analyze the potential impact of the news on trading and, if applicable, to express an opinion on such news immediately through the Empresas.NET System, and not only after receiving a query from the CVM or B3.

The decision regarding the disclosure of material acts or facts is the competence of the company's administration itself, with the CVM being 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 CVM Resolution No. 44/21, to evaluate the need to disclose judgments issued within the scope of proceedings, including arbitration, of which they have knowledge, when these can be characterized as relevant information, capable of affecting the decisions of investors 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 broadcast in operational previews, which must be disclosed in strict observance of the provisions of CVM Resolution No. 44/21, emphasizing, in addition, that these are preliminary information, as well as making clear whether they have been 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 CVM Resolution No. 44/21, and Articles 15 to 20 of CVM Resolution No. 80/22.

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

It is also emphasized that the same rules provided in the regulations dealing with the disclosure of information, notably those governing the disclosure of relevant information (CVM Resolution No. 44/21) and establishing general rules on content and form of information that issuers must observe (Articles 15 to 20 of CVM Resolution No. 80/22), apply to disclosures made on social media (including live streams, i.e., "live" transmissions 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 regarding material acts or facts on social media after or simultaneously with the disclosure of such information through the communication channels currently admitted in CVM Resolution No. 44/21; and (b) must disclose on social media, as well as in any other medium or document, true, complete, consistent information that does not mislead the investor, as required in Article 15 of CVM Resolution No. 80/22.

As provided in Article 7-D of CVM Resolution No. 80/22, if the registration request of the issuer and/or public offering of distribution of securities submitted under reserved review escapes control, it is the responsibility of the issuer to disclose it immediately, in accordance with CVM Resolution No. 44/21.

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

It is recalled that the eventual provision of additional clarifications requested by the CVM does not replace the initial obligation to disclose the material act or 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 observes this deadline, such director may still be held responsible 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, released on 02.06.2016 (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), which can be accessed 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.

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

Furthermore, the aforementioned Article 2 clarifies that the material act or fact may result from a decision of the controlling shareholder, 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 DRI 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 (Article 3).

Exceptionally, if controlling shareholders or administrators believe that the revelation of certain relevant information may compromise the legitimate interest of the company at that moment, CVM Instruction 358 authorizes its non-immediate disclosure. However, in the event of 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 DRI and, only in the event of its omission, by the controllers or administrators who had access to the information (Article 6).

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

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

On the other hand, the norm also obligates controlling shareholders, directors, councilors, employees, and members of statutory bodies to keep the DRI informed about any relevant information of which they have knowledge (Article 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 influence in a considerable manner 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 DRI before giving them publicity. In this way, the DRI can act timely to provide the market with true, complete, consistent information that does not mislead the investor, as provided 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 CVM Resolution No. 44/21, it constitutes a serious infraction, for the purposes provided 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
CVM Resolution No. 44/21 defines as a material act or fact any decision of the controlling shareholder, 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 securities issued by the open company or referenced to them; b) the decision of investors to buy, sell, or hold such securities; or c) the decision of investors to exercise any rights inherent to the status of holder of securities issued by the company or referenced to them.

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

The "Market Communication" represents a category that was created in the Empresas.NET System for the disclosure of communications provided for in CVM Resolution 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 a material act or fact, which the company considers useful to be disclosed to shareholders or the market (such as material disclosed in meetings with analysts, etc.). Also filed in this category, for example, are the clarifications provided by companies regarding queries formulated by the CVM or the stock exchange. It is worth noting that for each of these cases there is an appropriate "type" within the chosen "category" in the Empresas.NET System.

The distinction between the material act or 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 wide circulation habitually used by the company or disclosure on a news portal present on the internet (which provides, in a section available for free access, the information in its entirety), as provided in CVM Resolution 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 in which there is a deliberation that constitutes a material act or 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 the maximum predictability to the market about how the company deals with its disclosures, respecting CVM Resolution No. 44/21.

For example, one can cite disclosures regarding operational metrics through a market communication. In principle, there is no impediment to making such disclosures via Communication, provided that such information does not constitute a material fact in accordance with 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 commonly used to calculate the valuation of a company from 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 Letter.

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) 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 periodicity, 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 material fact on 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 administration must evaluate, for each disclosure, the possible 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. In addition, if the disclosure of such data and operational metrics results from a regulatory requirement of the regulatory body or the Conceding Power, or from a contractual clause, such as in concession contracts, it is recommended to include in the market communication the reference to the document requiring such disclosure.

4.1.2 Minimum information necessary to be disclosed when acquiring a company (or corporate participation in another company)
The Brazilian capital market regulation has chosen as one of its fundamental principles full and fair disclosure, through its insertion in the law governing 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 broad set of complete and precise information about the social activities related to them.

The explicit or implicit principles and rules in the regulations governing the matter are fundamental to the proper functioning of the securities market, insofar as they seek to ensure equity in relations 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 an investment decision to be made.

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

However, when the administration decides to disclose the acquisition of another company (or corporate participation in another company), whether through a material fact or a market communication, it must state in the disclosed document the relevant available information that allows the understanding of the business by the public to whom the information is intended, 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.

It is stressed that the list of financial and/or operational information to be presented should be understood as merely exemplary. However, it is certain that the company's administration must disclose information and/or indicators about the acquisition that allow investors to make their own value judgment about the operation.

Furthermore, when disclosing information about the acquisition of another company (or corporate participation in another company), it must be informed whether the agreement term is a binding document (i.e., with all essential elements of the legal transaction concluded), informing about the existence of any preceding steps, such as due diligence, also informing whether such steps are only confirmatory of the premises of the operation or if they would be a condition capable of unraveling the legal transaction (i.e., an accidental element of the legal transaction).

4.2 Extraordinary General Assembly (EGA), Special Assembly (AGESP), and Debenture Holders' Assembly (AGDEB)
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 provided for in paragraph 2 of Article 124 of Law No. 6.404/76 for open capital 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 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 assemblies, with the objective of reconciling the full exercise of shareholders' rights with high standards of security and health protection.

The 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 assemblies, 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 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 have not been made available previously, the complete recording of the assembly, and the possibility of communication between shareholders.

It is worth highlighting that CVM Resolution No. 81/22 provides, in its Chapter V, regarding debenture holders' assemblies.

4.2.1 Convening Notice of AGE, AGESP, and AGDEB

Pursuant to item II of paragraph 1 of Article 124 of Law No. 6,404/76, the convening of a general shareholders' meeting of a public 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 bylaws reform, the indication of the matter, with the advance notice period for the first call, for public companies, being 21 (twenty-one) days and for the second call, 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 regarding the general shareholders' meeting apply to the debentureholders' meeting, insofar as applicable.

Despite the increase in the notice 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 convening of AGE, AGESP, and AGDEB, similar to what is already required by Article 10 of CVM Resolution No. 81/22 for the administration's proposal for the Ordinary General Meeting (AGO), so that shareholders, debentureholders, or holders of agricultural or real estate receivables certificates have sufficient time to analyze the decisions 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 Depositary Receipt (DR) program convene the general meeting with a minimum advance notice of 30 (thirty) days, especially in cases where the type 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 at a second call, the publication of a new notice is required.

It is considered irregular to include the second call of the AGE, AGESP, and AGDEB already in the first call notice.

Thus, in the event that the meeting is not installed at the first call, a new call 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 at the second call. The aforementioned meeting cannot be held, at the second call, 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 convening notices of extraordinary general meetings (AGE), special meetings (AGESP), and debentureholders' meetings (AGDEB) of issuers registered in both category A and category B must explicitly enumerate, in the agenda, all matters to be deliberated, and the use of the heading "general matters" for matters that require meeting deliberation is prohibited.

Furthermore, the convening notices must obligatorily contain:
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 digitally.

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 Empresas.NET System, in the "Shareholder Notice" category, 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 taken by shareholders in the meeting.

Moreover, it is recalled that regarding the adoption of the multiple voting process, companies that adopt remote voting obligatorily or optionally 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)17, 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 in the general shareholders' meeting.

Thus, without prejudice to the provisions of paragraph 7 of Article 141 of Law No. 6,404/7618, the most appropriate procedure is the disclosure, in the convening notice, 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 means of 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/administration inform the number (fixed or minimum) of counselors for a certain mandate that would be elected by multiple voting or majority voting (for example, 10 members), such number could be increased by up to 2 members due to separate elections (i.e., reaching the number of 11 or 12 counselors).

17 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html. 18 "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 counselors, it shall be ensured 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 bylaws, compose the body."

According to item I of Articles 33 and 34 of CVM Resolution No. 80/22, issuers must send, through the Empresas.NET System, category "Assembly", type "AGE", "AGESP", "AGDEB", species "Convening Notice", the convening notices of extraordinary, special, debentureholders, and holders of agricultural or real estate receivables 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 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 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 partially or exclusively digitally, provided they fully comply with the requirements established in said Resolution.

It is considered that the meeting is held:
I. exclusively digitally, 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 digitally, 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 a meeting held exclusively digitally will be considered as held at the company's headquarters.

The company may require the shareholder who intends to participate through 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 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 meeting convening notices, 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 AGE, AGESP, and AGDEB
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 in paragraph 3 of Article 135 of Law No. 6,404/76 and item II of Article 33 of CVM Resolution No. 80/22, the documents pertinent to the matter to be debated in the AGE, AGESP, or AGDEB must be made available to shareholders or debentureholders, at the company's headquarters, upon publication of the first convening announcement 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 to exercise the right to vote in extraordinary, special, and debentureholders' meetings19 through the Empresas.NET System, as determined by item II of Article 33 of CVM Resolution No. 80/22.

In the case of issuers registered in category A, to which CVM Resolution No. 81/22 applies, it is worth alerting that the Resolution came to dispose of 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 the CVM, through the Empresas.NET System (see Chapter 9), by the date of publication of the first convening announcement, except when Law No. 6,404/76, CVM Resolution No. 81/22, or another norm issued by the CVM establishes a longer deadline.

Thus, upon the convening of a general shareholders' meeting, 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 in its Articles 9 to 25.

The sending of the documents and information required in Articles 9 and 11 to 25 for issuers registered in category A to which CVM Resolution No. 81/22 applies must be done through the Empresas.NET System, in the manner specified below, upon publication of the first convening announcement of the general meeting:
a) information provided for in Article 9, to be included in the administration's proposal and sent by the category "Assembly", type "AGO/E", "AGE" or "AGESP", species "Administration's Proposal", subject "Matter of special interest of a related party"; b) information indicated in Article 11, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Election of members of the Boards of Directors and Fiscal Council"; 19 As provided 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 in the debentureholders' general meeting must be made available, at the company's headquarters, upon publication of the first convening announcement of the general meeting. These documents and the information necessary to exercise the right to vote must be made available to the public through the "IPE Online" in the Empresas.NET System, category "Assembly", type "AGDEB", species "Administration's Proposal".

c) information provided for in Article 12, to be included in the administration's proposal and sent by the category "Assembly", type "AGO/E", "AGE" or "AGESP", species "Administration's Proposal", subject "Statutory reform"; d) Information indicated in Article 13, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Remuneration of administrators and counselors"; e) information indicated in Article 14, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Share-based Remuneration Plan"; f) information indicated in Article 15, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Capital Increase", with the exception of the:
(i) fiscal council opinion on capital increase (item 4 of Annex C, to be sent by the category "Board Meeting", type "Fiscal Council", species "Minutes", subject "Opinion on capital increase"; (ii) reports and studies that underpinned the fixing of the issue price in capital increase (item 5, letter "k", of Annex C), to be sent by the category "Economic-Financial Data", type "Appraisal Report", subject "Report used in capital increase"; (iii) appraisal report of assets (item 5, letter "s", sub-item "iii", of Annex C, to be sent by the category "Economic-Financial Data", type "Appraisal Report", subject "Asset appraisal report". g) information indicated in Article 16, 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, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Capital Reduction", with the exception of the fiscal council opinion on capital reduction (item 3 of Annex E), to be sent by the category "Board Meeting", type "Fiscal Council", species "Minutes", subject "Opinion on capital reduction"; i) information indicated in Article 18, 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, 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, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Acquisition of control of another society", with the exception of the studies and reports that underpinned the negotiation of the acquisition price of control (item 13 of Annex G, to be sent by the category "Economic-Financial Data", type "Appraisal Report", subject "Report used in acquisition of control"; l) information indicated in Article 21, 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 must be sent by the category "Economic-Financial Data", type "Appraisal Report", subject "Report based on net asset value at market prices or other criterion accepted by the CVM"; m) information indicated in Article 22, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Merger, Spin-off, Incorporation or Share Incorporation"; n) information indicated in Article 23, 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; o) information indicated in Article 24, 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, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Choice of Appraisers".

Even in cases where the meeting is to deal with more than one of the subjects related in CVM Resolution No. 81/22, a single "Administration's Proposal" document containing the respective annexes must be sent through 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 meeting. This is because, as provided 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 debentureholders to understand the matter to be deliberated in the meeting also applies to the AGDEB.

Moreover, in any case, the administration's proposal must not be limited to the enumeration of items to be submitted to meeting deliberation, as such a procedure would make it a mere repetition of information already contained in the convening notice.

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

In line with what is provided in Article 7, item II, of CVM Resolution No. 81/22, and without prejudice to the provisions of Chapter III, Section III of said Resolution (see item 7.2), 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 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 DR holders 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 the Empresas.NET System, in the "Shareholder Notice" category, type "Other Notices", including in the subject that it is an indication of candidates for member of the board of directors/fiscal council 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 up to a certain advance notice period before the date set for the meeting.

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 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 to the board of directors and the fiscal council at the very moment of the meeting.

Whenever there is a need to resubmit the administration's proposal due to compliance with CVM requirements or spontaneously, the company must indicate in the "Reason for Resubmission" field the fact motivating the resubmission. In the case of resubmission of the proposal to comply with a requirement formulated by the CVM, reference must be made to the circular issued.

Whenever the agenda of the meeting includes an item on the commitment to indemnity for administrators, it is recommended that the administration's proposal include the necessary information for shareholders to make a decision.

In this sense, consultation to CVM Orientation Opinion No. 38, of 25.09.2018, to Circular No. 9/2018/CVM/SEP, and to item 7.13 of this Circular is suggested.

It is highlighted that, for the holding of a meeting at a second call, a new administration's proposal is required.

4.2.2.2 Management Proposal – Category B and Category A Companies to 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 relevant to the matter to be debated at the General Shareholders’ Meeting (AGE), General Shareholders’ Meeting of Preferred Shares (AGESP), or General Debenture Holders’ Meeting (AGDEB) shall be made available to shareholders at the company’s headquarters upon publication of the first notice convening the general meeting.

In accordance with item II of Article 34 of CVM Resolution No. 80/22, the issuer registered in Category B must send to the CVM all documents necessary for the exercise of voting rights at general meetings 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 at the AGDEB shall be done through the Empresas.NET System, category “Assembly”, type “AGDEB”, species “Management Proposal”, selecting 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 to which CVM Resolution No. 81/22 does not apply may voluntarily send the documents necessary for the exercise of voting rights at the AGE and AGESP.

The comments contained in item “a” above, with respect to content and method of submission, apply to the proposals mentioned in this item.

4.2.3 Summary and Minutes of the AGE, AGESP, and AGDEB

Issuers registered in Categories A and B must mandatorily send, 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 the assembly is held, 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 the Empresas.NET System, category “Assembly”, types “AGE”, “AGESP”, or “AGDEB”, species “Minutes”.

In this regard, it should be noted that the summary of decisions taken at the assembly (provided for in item III of Articles 33 and 34 of CVM Resolution No. 80/22) is not the same as the minutes of the AGE or AGDEB (provided for in item IV of Articles 33 and 34 of the Resolution), 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.

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 34 of CVM Resolution No. 80/22, the documents relevant to the matters to be debated at the general meeting of debenture holders shall be made available at the company’s headquarters upon publication of the first notice convening the general meeting. The sending of documents and information necessary for the exercise of voting rights shall be done through the “IPE Online” in the Empresas.NET System, category “Assembly”, type “AGDEB”, species “Management Proposal”.

It is highlighted that CVM Resolution No. 80/22 dispenses with the delivery of 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 send the complete minutes of the general meeting on the same day of the holding of the conclave.

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 the CVM should 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 the fiscal council.

Regarding the permission contained in Article 130, paragraph 2, of Law No. 6.404/76, it is understood that it falls under an administrative act related to the initial work in an assembly and not a deliberation on the conduct of the company’s business, and therefore, it is not necessary to include a deliberation on the subject in the remote voting ballot. Thus, it is understood that, in the same way as provided for in Article 128 of Law No. 6.404/76, the shareholders present can deliberate on the permission contained in Article 130, paragraph 2, of Law No. 6.404/76.

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 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 referring to periods different from those previously disclosed are also considered relevant facts, and therefore, the determinations of CVM Resolution No. 44/21 apply.

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, adopted methodologies, and deadlines) by the company and its administrators does not remove the essence of the projection, only indicating 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 is worth noting 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 other than “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.

In this regard, it is important to differentiate the concepts of projection, the disclosure of which is optional and is reported in section 3 of the reference form, from that of trend. The trend does not confuse with projection because it is not 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, may 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 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.

It is emphasized that, if the disclosed projections are discontinued, this fact must be reported in the appropriate field of the reference form, accompanied by the reasons that led to their loss of validity, as well as disclosed as 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 send to the CVM, via 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 at 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”.

In item 1.13 of the reference form, the celebration, extinction, or modification of shareholder agreements and the documents in which more detailed information can be found must be indicated.

Shareholder agreements that lose their validity must be cancelled through 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 if cancelled, will remain 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.

4.5 Group of Companies Convention

In accordance with 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 ventures in common, are obliged to send a copy of the convention to the CVM via the Empresas.NET System, category “Group of Companies Convention”, within a period of up to 7 (seven) business days counted from its signing.

Law No. 6.404/76, when providing for 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 petition or confession of bankruptcy, in accordance with Article 2 of CVM Resolution No. 44/21, issuers must present to the CVM, via 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 the issuer’s knowledge thereof:
a) bankruptcy petition, if based on a relevant value, via the category “Bankruptcy Petitions”; b) sentence denying or granting the bankruptcy petition, via 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 declaration 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 petition or declaration of judicial or extrajudicial recovery, in accordance with Article 2 of CVM Resolution No. 44/21, issuers must present to the CVM via 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 filing 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 filing in court, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Recovery Plan”; c) sentence denying or granting the judicial recovery petition, with the indication, in the latter case, of the judicial administrator appointed by the judge, on the same day of its knowledge by the issuer, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Sentences”; d) petition for homologation of the extrajudicial recovery plan, with the accounting statements prepared specifically to support the petition, on the same day of filing in court, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Petition for homologation of extrajudicial recovery plan”; e) sentence denying or granting the homologation of the extrajudicial recovery plan, on the same day of its knowledge by the issuer, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Sentences”.

It is alerted that the declaration 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 entail the presentation of a new version of the registration form, in accordance with Article 24 of CVM Resolution No. 80/22.

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.

Moreover, the update of the referred items of the FRE must be observed, to the extent applicable, in accordance with paragraph 3 of Article 25 of CVM Resolution No. 80/22.

4.8 Transactions by Administrators, Persons Related to Them, and Controlled, Affiliated, 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 fiscal council, and any bodies with technical and consultative 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 (via 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 the realization of each transaction; b) on the first business day after assuming the office; and c) upon the presentation of the documentation for the registration of the company as open.

As provided for 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 from whom they are not judicially or extrajudicially separated, a partner, any dependent included in their annual income tax return, and companies controlled directly or indirectly, 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 cited in that office (titular and alternate).

It is emphasized, especially with regard to the 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 the proof of sending and receiving the messages exchanged regarding the movements 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 the same line, attention is called to the need for disclosure in the trading form of equity swap transactions carried out by the open company itself and by the other persons mentioned in Article 11 of CVM Resolution No. 44/21, as such transactions, even if they contain provision for exclusively financial settlement, frequently have as counterparty a financial institution that acquires the shares referenced in the contract for the purpose of asset protection. Consequently, the effects of the celebration of these derivatives are often very similar to those observed when the issuing company itself or other investors acquire the shares directly in the market.

In this direction, the following filling guidelines must be observed:
In the celebration of the swap: in the field Security/Derivative, select the option “Derivatives”; in Characteristics of the Titles, inform “Equity Swap and the trading code of the share on the exchange”; in Intermediary, inform the counterparty of the operation; in the field Operation, select the option “Other Entries”, which will enable the field “Other Operation”, in which “Contracting of swap indexed to the variation of the shares issued by the Company at the cost of xxx” must be described; in the field Day, inform the start date of the swap; in Quantity, inform the quantity of shares subject to the swap; in Price, inform the average price per share contracted at the start of the operation; and the Volume will be the result of the multiplication of the average price by the quantity of shares subject to the contract.

In the settlement of the swap, the same information must be provided with the following difference: in the field Operation, select the option “Other Exits”, which will enable the field “Other Operation”, in which “Settlement of swap indexed to the variation of the shares issued by the Company at the cost of xxx” must be described; and in the field Price, the average price realized in the settlement of the operation must be informed.

Both in the case of transactions by legal entities and in 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 object of 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 in the month in which the assumption of office of the cited persons occurs.

In this sense, in months in which 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 in the Empresas.NET System.

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

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

With the objective of having complete and reliable information, companies are requested to voluntarily send the forms, similar to what many issuers already do, even in months when no movements or changes in the positions of administrators and related parties have been verified. The information entered into the structured electronic forms will form three files. One containing data on the individual positions held by each administrator or related party. Another containing the consolidated position of the members of each body (executive board, board of directors, board of auditors, and technical or advisory bodies). The third file will contain data on the individual positions of the company itself, its subsidiaries, and its affiliates.

The following 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 subsidiaries, and its affiliates.

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

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

Paragraph 9 of Article 11 of CVM Resolution No. 44/21 equated, to trading with securities issued by the company, its holding companies, or subsidiaries (in the latter two cases, provided they are open companies), the application, redemption, and trading of shares of investment funds whose regulations provide that their stock portfolio is composed exclusively of shares issued by the company, its subsidiary, or its holding company.

For the purpose of filling out the trading form of Article 11 of CVM Resolution No. 44/21 (Securities Traded and Held), regarding operations (contracting/return) of stock lending, it is recommended that the company use the reference price of the contract, defined in B3's asset lending contract models (under "Technical Description") as "the average price of the underlying asset of the loan in 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 Significant Trading

Pursuant to 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 significant trading 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, significant trading is considered the business or set of businesses through which the participation of the aforementioned persons exceeds, upwards or downwards, the thresholds of 5%, 10%, 15%, and so on, of the species or class of shares.

It should be noted that the relevant participation must be computed specifically with respect to the class or species of shares, in order 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 here applies to negotiations carried out:
a) inside or outside regulated securities market environments; b) directly or indirectly, whether through controlled companies or third parties with whom a contract of trust or portfolio administration is maintained; and on their own behalf or on behalf of third parties.

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

It is important to highlight that it is presumed, unless proven otherwise, that the negotiation decisions of the administrator and the exclusive fund manager are influenced by the fund unitholder, as stated in Article 21, paragraph 2, of CVM Resolution No. 44/21.

The above presumption does not apply to exclusive investment funds whose unitholders are insurance companies or open complementary pension entities and whose purpose is the application of resources from tax-deferred benefit plans (PGBL) and free-benefit life plans (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 operation, falls on 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 reduction in participation can occur both by an individual investor as well as by a group of persons, acting jointly or representing the same interest.

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

4.9.2 Object of Significant 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 significant trading extends to financial derivative instruments and other securities referenced in shares.

Thus, this provision covers negotiations 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 provide for exclusively financial settlement.

Specifically regarding financial settlement derivatives, it is worth mentioning the vote of the CVM President, João Pedro Nascimento, within the scope of Administrative Sanction Process CVM No. 19957.009010/2021-7221, reinforcing the reasons for the disclosure of such information, as transcribed below:

Furthermore, another effect resulting from such operations with financial derivatives was perceived. The signing of derivative instruments, even if exclusively financially settled, often ends up producing 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 significant participations, including in cases of share control takeovers and/or assumption of corporate prominence positions with substantial corporate participations (although not sufficient to obtain majority control power in isolation).
The fear is that undisclosed derivative operations may produce, under certain circumstances, a relevant impact on the liquidity and dispersion of the securities of the target company.

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

Note, furthermore, that the acquisition of significant 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 said, of corporate governance. This is because such instruments can be managed in a way to cover the corporate participation actually held, as well as to hide the real influence that their ownership confers on their holders.
This phenomenon can affect securities trading 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 an eventual dispute for the acquisition of the same papers; thus generating informational asymmetry and affecting the adequate price formation."

Also covered by the provision in question is investment in structured operation certificates – COE and investment funds in stock indices. Thus, the holder of such instruments may be subject to the duty to communicate their participation with respect to the underlying shares.

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 rule, 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 an 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 rule does not apply to situations like this, in principle, without prejudice to the possibility of CVM action if it verifies in a specific concrete case that the operation was structured with the purpose of hiding significant participation.

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

A specific situation that deserves 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 not yet issued should not be considered in the computation of the percentages that trigger disclosure.

However, if the investor carries out other acquisitions of shares or derivatives that trigger 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 the sponsoring companies of BDR Level II and III programs the rules of said Resolution, provided they are compatible with the provisions applicable in the countries where the shares serving as collateral for such securities were issued. Sponsoring companies of Level I BDR and non-sponsored BDR, however, do not fall under the disclosure obligation provided for in Article 12 of CVM Resolution No. 44/21.

It is emphasized 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 should be noted that the investor or group of investors who exceeds, upwards or downwards, even through ownership of shares acquired by loan, thresholds 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 lending must be considered in the calculation of the increase or reduction of participation for the purposes of the provision in 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 the significant 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 unitholder is the investor; c) investment fund or portfolio where 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 (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 the indirect participation is 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 the significant participation is reached, increased, or reduced by a group of persons, acting jointly or representing the same interest (see item 4.9.4).

Thus, if an investor X does not hold any other direct or indirect share participation, but is the controlling shareholder of company Y, which, in turn, reaches a participation corresponding to 5% of the ordinary or preferred shares of the open 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 his indirect participation in the capital of the open company.

On the other hand, if investor X holds direct participation in the open company and is also the controlling shareholder of company Y, which also holds participation in the open 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 open company.

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

4.9.3 Calculation of Increase or Reduction of Participation

The incidence of the obligation to disclose significant trading occurs whenever there is an exceedance, upwards or downwards, of the thresholds of 5%, 10%, 15%, and so on, of participation in the species or class of shares representing the capital of an open company.

It is 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 consideration 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 rule are reached in any of these counts and the disclosure must cover both shares and other instruments referenced in it, regardless of their form of settlement; c) whenever a financial derivative instrument, COE, or index fund admits the possibility of physical settlement (including through the redemption of shares in shares), it must be considered as of physical settlement;

d) "sold" positions alone do not trigger the need for disclosure, however (i) there is no offset 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 not yet existing and that may be issued due to, for example, rights associated with convertible debentures or subscription warrants should not be aggregated with 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, furthermore, 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 computed 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 of exclusively financial settlement in which he receives payments determined based on the positive variation of 4 preferred shares issued by the company. No disclosure is yet necessary, due to the separate computation of exclusively financially settled derivatives, 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 for 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 calculation22.

22 Although the "sold" position is disregarded in the calculation with respect to an investor, see item 4.9.4 below, regarding intragroup positions in derivatives.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSIONS 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

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

Note, however, that in this particular example, the investor’s obligation to communicate does not entail a corresponding obligation on the part of 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, updating 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 linked to a single transaction, but is also assessed cumulatively, referring to the acquisition, disposal, 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) a company and its direct or indirect controller; d) an exclusive fund and its sole unit holder; 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 the relevant shareholding has been reached by a group of investors acting in concert or representing the same interest, the Declaration must itemize 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 the investors with indirect participation in the capital stock of the open 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 shareholdings 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 the relevant participation is reached by a group of investors under common discretionary management, the declaration to be provided by the administrator must identify the manager and indicate the total share participation held, jointly, by the funds and portfolios under its management. It is not mandatory to itemize the funds or portfolios and their respective shareholdings, according to a decision by the CVM Collegiate Board, in an extraordinary meeting held on 11.03.2011 (CVM Process No. RJ2011/2324)23.

It is worth clarifying that, under the same decision, in the case where a relevant participation is reached exclusively by a certain fund or portfolio under discretionary management, the declaration must identify the manager and the total share participation held, jointly, by all funds or portfolios under its management, without it being 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, for the transfer of economic exposure related to a given share.

As already clarified by the CVM Collegiate Board in a previous decision (e.g., decision in CVM Process No. RJ2009/136524), the purpose of CVM Resolution No. 44/21, in requiring the disclosure of trading 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 transactions carried out between companies of the same group, the accumulation of information resulting from the disclosure of each of these transactions (for example, in scenarios where the risk of a transaction 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 transactions between persons of the same group must be disregarded in the disclosure of relevant shareholding.

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

4.9.5 Responsibility of the administrator or manager

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

Therefore, in the event of the investor’s omission regarding compliance with what is determined by 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) it represents the same interest of its clients, being directly and exclusively responsible for the transaction; (ii) it has unequivocal knowledge of the effective possibility of reaching a relevant shareholding; and (iii) it can 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.

4.9.6 Timing and form of disclosure

Under article 12 of CVM Resolution No. 44/21, the communication of the increase or reduction of relevant shareholding 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 following day after the achievement.

The exception to the above rule occurs in cases where the transaction was made with the purpose of altering the control or administrative structure of the company. In these cases, the same regime of disclosure of material 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 the acquisition of such titles (see item 4.9.3), the communication must also be promoted upon conversion into shares or physical settlement of the financial instrument, provided that, by virtue 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 a disposal 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 the control or the administrative structure of the company, as well as in cases where the acquisition generates the obligation to carry out a public offer, under CVM Resolution No. 215/24, 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 Disposal of Relevant Shareholding” must be sent to the IRD of the open company.

Once received by the company, the IRD must forward the declarations through the Empresas.NET System, category “Market Communication”, type “Acquisition/Disposal of Shareholding Participation (article 12 of CVM Resolution No. 44)” and species “Declaration of disposal of relevant shareholding participation – article 12 of CVM Resolution No. 44/21” or “Declaration of acquisition of relevant shareholding participation – 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 reported.

Additionally, the IRD must evaluate whether, due to the information received, the shareholding (without considering derivatives, whether 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 disposal 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 registration number in the National Registry of Legal Entities or in the National Registry of Individuals; 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 the 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 registration number in the National Registry of Individuals or in the National Registry of Legal Entities of its 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 portfolios administered, 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).

Regarding the objective of the participation provided for in item 4.9.2.2 above, if applicable, the acquirer must inform that it is a transaction carried out with the objective of hedging obligations assumed by him 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 responsibility of the shareholder, regardless of their domicile, to disclose the declaration of acquisition or disposal 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, “to 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 by 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 itself.

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 trading in the company’s shares 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 trading of persons with access to material non-public information 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 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, voluntary sending in the manner described above is recommended.

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 Material Act or Fact”.

4.11 Investment Plan

Investment plans, provided for in article 16 of CVM Resolution No. 44/21, are individual and optional.

Anyone who has a relationship with an open company that potentially makes them subject to the presumptions of article 13, paragraph 1, of the aforementioned Resolution may formalize investment plans.

The investment plan allows its holder to trade securities with knowledge of material information not yet disclosed to the market, provided that the following requirements are met:
a) prior formalization in writing before the IRD; b) be verifiable, including with regard to its institution and the carrying out of any alteration in its content; c) establishment, in an irrevocable and unalterable manner, of the dates and values or quantities of the transactions to be carried out; d) minimum period of 3 (three) months for the plan, its eventual modifications and cancellations to take effect; e) non-existence of more than one investment plan in force simultaneously; f) non-existence of transactions 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 him.

Regarding item “c” above, it is highlighted the possibility that a set of parameters be defined, such as, for example, algorithms and formulas, which, once applied to the concrete case, determine whether the transactions will be carried out or not and, if so, what the dates and financial values involved are. In this case, however, all parameters must be previously and objectively defined and be irrevocable and unalterable, in order to eliminate the ex post discretion of the participant in carrying out or not the transaction in question.

Regarding item “f”, attention is drawn to the impossibility of carrying out transactions 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 b) the plan obliges the participant to revert to the company any avoided losses or gains accrued in transactions resulting from eventual changes 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 opt to extend similar restrictions described in this section to a larger set of people, such as employees and collaborators, requiring, even, that the transactions of these people take place 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 the companies, this being one of the functions of the investment policy, provided for in article 15 of CVM Resolution No. 44/21.

It is emphasized, 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, it is permitted for companies 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 for regular verification of the investment plans in question.

It is worth clarifying that investment plans should not be sent through the Empresas.NET System.

It is recommended to consult the decision of the Collegiate Board, in the meeting of 19.11.2019, regarding CVM Process No. 19957.005109/2018-0825.

25 See http://conteudo.cvm.gov.br/decisoes/2019/20191119_R1/20191119_D1067.html.

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, for companies that cumulatively meet the following requirements:
(i) are registered in Category A;
(ii) have been authorized by a market administrator for the trading of shares on a stock exchange; and (iii) with respect to which there are shares in circulation, considered to be 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. This document must include, at a minimum, the channel or channels of communication used to disseminate information about material acts and facts (in accordance with Article 3, paragraph 4, of CVM Resolution No. 44/21) and the procedures regarding the maintenance of confidentiality concerning undisclosed material information. It is recommended that the disclosure policy provide for adequate internal controls for each type of information to be treated as material, for example, through the creation of a classification by order of relevance, and access controls for each type of information. Additionally, it is advisable 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 for maintenance of confidentiality with the CVM. Issuers must send the disclosure policy to the CVM via the Empresas.NET System, under the category "Disclosure Policy for Material Act or Fact," as provided for in Article 33, item XII (for issuers registered in Category A), and in 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 submit it via 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 disclosure policy for material acts or facts must be updated whenever there is any change in the communication channels used by the company, in accordance with 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 disclosure of information to the market through a material fact or through a market communication;
Obligations of the Investor Relations Department (DRI) to disclose information to the market, as well as to supervise any information leaks in the media and/or atypical fluctuations in the trading of the company's securities;
Timing for the disclosure of material facts, which should preferably occur after the close of trading (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 trading, addressing the request for suspension of trading of the securities until the material information is adequately disseminated;
Contingency plan in the event of a leak 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;
Obligations of controlling shareholders, administrators, and other persons linked to the company to promptly notify the DRI in the event 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
In accordance with CVM Resolution No. 80/22, issuers registered in Category A and Category B are obliged, respectively, under item XIII of Article 33 and item XXII of Article 34 of the aforementioned Resolution, 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 stating that the document is pending homologation by that body, and it must be resubmitted as soon as such approval occurs. The submission must be made through the Empresas.NET System, in the "bylaws" category. It should be clarified that the new bylaws must be submitted 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 dispense with its submission via the Empresas.NET System in the "Bylaws" category, and in this regard, the reference date filled in must be the date of the assembly that approved the new bylaws.

4.14 Meetings of the Board of Directors and the Audit Committee
CVM Resolution No. 80/22 determines, in items V and VI of Article 33, that issuers registered in Category A must submit, via the Empresas.NET System, the following information, within the indicated timeframes:

a) minutes of Board of Directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, accompanied by any statements submitted by the board members, within 7 (seven) business days counted from their holding, via the "Board Meeting" category, type "Board of Directors," species "Minutes"; b) minutes of Audit Committee meetings that approved opinions, accompanied by any statements submitted by the committee members, within 7 (seven) business days counted from the date of disclosure of the act or fact subject of the opinion, via the "Board Meeting" category, type "Audit Committee," species "Minutes." Issuers registered in Category B are obliged to submit, 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 statements submitted by the board members, 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 administrators of such markets regarding the timeframe for providing information on Board of Directors deliberations that impact the rights and manner of trading of their issued securities. It is also emphasized that the minutes of meetings of the administration and the Audit Committee must inform the reasons that led to any dissenting vote, and must be accompanied by any individual statements that have been presented by some of their members. Although minutes relating to Executive Board meetings have not been included in the Resolution among the mandatory eventual presentation information, their voluntary submission is recommended.

4.15 Notification of Change of Auditor
As determined by Article 28 of CVM Resolution No. 23/21, it is the responsibility of the administration of the audited entity, within a period of 20 (twenty) days, to notify the CVM of the change of auditor, with or without termination of the audit services contract, with justification for the change, which must include the consent of the replaced auditor. Such notification must be sent to the CVM, by the Investor Relations Department (DRI) of the company, via the Empresas.NET System, category "Market Communication," type "Change of Auditor (Article 28, CVM Resolution No. 23/21)". It should be highlighted that, according to Article 29 of the aforementioned Resolution, it is the responsibility of the Audit Committee 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 the issuer's notification 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 notified by the company must be informed in field 9.1.c of the reference form. 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. Furthermore, the issuer must resubmit the registration form with the updated data of the new independent auditor, within 7 (seven) business days counted from the event that caused the alteration (in this case, this must be understood as the aforementioned notification of change of auditor), in accordance with 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 via 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, in accordance with 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 submission 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 emphasized 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 items "d" and "e" of item II of Article 3 of the aforementioned Annex F are not exempted 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 to determine all situations that could 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 celebration of the contract in accordance with 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, given the nature of the business or the circumstances of the case, it is not possible to adopt the moment of celebration 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 Article 1 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 aim 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 celebration. In accordance with Article 1 of Annex F of CVM Resolution No. 80/22, only the following should be subject to disclosure:
I – the transaction or set of correlated transactions, whose total value exceeds the lesser 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 correlated transactions whose total value is lower than the above parameters, given: (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. The value of total assets provided for in item I must be calculated based on the latest financial statements or, if applicable, the latest consolidated financial statements disclosed by the issuer, as provided for in the sole paragraph of the aforementioned Article 1. The concept of correlated transactions is contained in item III of Article 3 of Annex F of CVM Resolution No. 80/22, which establishes that:
III – "correlated transactions" is understood as the set of similar transactions that have a logical relationship with each other by virtue of 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 payments, provided that the values involved are already known.
It is emphasized that the rule presents two examples in the above-transcribed provision, and this is not an exhaustive list.

In this sense, communications on transactions between related parties regarding contracts that the company's administration identifies as material must be disclosed within the timeframe 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 materiality must take as a basis the values described in Annex F and the administration's best estimates, even if it is not possible, on the date of celebration of the contract, to determine the exact value that will result from its execution. Additionally, it is recommended that these communications include a reference to the explanatory note 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 to communication, in principle, provided that the company's administration does not deem it material 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 correlated transaction set out above, the transactions must be informed. The fact that the hiring occurred in different years does not preclude the need for disclosure. If there are, for example, 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 subject to prior communication. Another situation deserves mention: if Company A sells 30 million to its controlling shareholder and a wholly-owned subsidiary of A sells 40 million to the controlling shareholder, in the case of correlated operations, disclosure must be made in accordance with Article 3, item III, of Annex F of CVM Resolution No. 80/22. Although, individually, neither of the transactions exceeded the limit provided for in Annex F for the issuance of a communication, when Company A consolidates the information in the financial statements, the values exceed the limit provided for in Article 1, sole paragraph, of the aforementioned Annex F, which would motivate disclosure. In all cases, even if it is not possible, on the date of celebration of the contract, to determine the exact value that will result from its execution, the concept of materiality for the purpose of evaluating the obligation to disclose the communication must take into account the administration's best estimates. In the case of routine and on-demand transactions, if the administration deems it impossible to estimate the amount expected until the
end of the fiscal year in advance, disclosure must be made whenever the limit provided for in Annex F is reached, evaluating, jointly, the "correlated transactions," in accordance with Article 3, item III, of Annex F of CVM Resolution No. 80/22. In the case of operations with variable amounts (for example, whose remuneration is a percentage of sales or linked to some index), the company must make an estimate of the contract value in order to verify the classification in accordance with the provisions of Annex F of CVM Resolution No. 80/22. Transactions referenced in foreign currency must be periodically verified for analysis of their classification for disclosure. The following do not need to be subject to disclosure:

a) transactions between the issuer and its direct and indirect subsidiaries, except in cases where there is equity participation in the subsidiary by the direct or indirect controlling shareholders of the issuer, its administrators, or persons linked to them; b) transactions between direct and indirect subsidiaries of the issuer, except in cases where there is equity participation in the subsidiary by the direct or indirect controlling shareholders of the issuer, its administrators, or persons linked to them; c) remuneration of administrators; d) credit and financial services operations provided by an institution authorized to operate by the Central Bank of Brazil, in the normal course of business of the parties involved and under conditions similar to those practiced by them with unrelated parties; and e) transactions that have been preceded by bidding processes or other public procedures for price determination. For the purpose of illustrating the logic of incidence and non-incidence of the rule, see the flowchart below:
Imagine that the issuer reporting the information is A.
Transactions (i) between A (or its subsidiaries Sub A1 and Sub A 2) and the Controlling Shareholder; and (ii) between A (or its subsidiaries Sub A1 and Sub A 2) and B shall be disclosed.
There is no obligation to disclose (i) transactions of Sub A1 and Sub A2 with each other nor (ii) transactions between A and its subsidiaries. Such disclosure would only become mandatory if the Controlling Shareholder or B held participation in Sub A1 or Sub A2 by another means than via A26.

26 This example considers only equity participations of the controlling shareholder, but the same logic applies to administrators.

Controlling Shareholder
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 The non-obligation to disclose the communication regarding transactions between related parties does not imply an exemption from disclosing information about these operations 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. It is further emphasized the decision of the Collegiate Body within Process CVM No. 19957.001316/2020-0827, following the manifestation of the SEP, that it is not reasonable to exempt compliance with Article 33, item XXXII, of CVM Resolution No. 80/22, for transactions with subsidiaries in which there is participation in the subsidiary's share capital by the direct or indirect controllers of the issuer, its administrators, or persons linked to them, but at a level lower than 1%. Considering the diversity of forms in which transactions between related parties may 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, the company must 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 assess 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 settlement deadlines be disclosed, as well as other relevant information in the specific case. Furthermore, as another example, in the case of a loan or assignment of credits, 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, loyally and diligently, to analyze whether the terms and conditions of the transaction are compatible with the terms and conditions practiced in the market. In turn, in the case of dividends and interest on equity capital, there is specific regulation regarding the calculation of this remuneration that affects all shareholders equally, and not only potential related parties, so that disclosure through the communication on transactions with related parties, in these cases, would not fit within the objectives of the regulation. It is also worth mentioning that there are specific provisions regarding the disclosure of information on dividends and interest on equity capital
(in CVM Resolution No. 81/22, for example). Therefore, in these cases, disclosure of a “Communication on Transactions with Related Parties” is not appropriate, nor is it required in item 11.2 of the reference form (see item 10.2.11.2). The disclosure of this communication does not interfere with other legal and regulatory obligations to disclose information on transactions between related parties, such as those existing in the reference form or in the financial statements of the companies. It is recommended that issuers prepare and disclose a policy on transactions between related parties. In this regard, it is recommended to read item 7.12 of this Circular Letter. 27 See https://conteudo.cvm.gov.br/decisoes/2020/20200707_R1/20200707_D1848.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
4.17 Communication regarding indemnity contracts
In accordance with Circular Letter No. 9/2018/CVM/SEP, whenever a commitment to provide indemnity for administrators occurs, the company must send, via the Empresas.NET System, the indemnity contracts, their addenda, 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 Addenda” and “Other Documents Related to Indemnity Contracts”, depending on the document to be submitted.
It is suggested consulting Opinion No. 38 of CVM, dated 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, through the Empresas.NET System, any equity-based remuneration plans it possesses, including stock option purchase plans.
Traditional stock option purchase plans must be archived in the Empresas.NET System, under the category “Equity-Based Remuneration Plan”.
Other equity-based remuneration plans 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.
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 share 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 press release
Companies that opt to disclose a results press release must do so through the Empresas.NET System, category “Economic-Financial Data”, type “Press-Release”. This disclosure should generally occur after the disclosure of the financial statements, annual or interim, that served as the basis for its preparation.

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 preparing results press 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 observing 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 lead the investor to a conclusion different from that 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 disclosing 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 figures.
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 submit the material presented on the same day of its occurrence.
The submission must be made through 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.
If additional information to that contained in the presentation material used is disclosed during the meeting, for example, as a result of questions posed 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 administration to the press must be disclosed. The disclosure must be made through the Empresas.NET System, under the category: “Market Communication” and the type: “Other Communications Not Considered Relevant Facts”, considering, in addition, the provisions contained in 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
4.21 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, 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, if applicable, regulating the exercise of voting rights or the purchase and sale of securities issued by the company. In the case of hiring by a party other 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 activity of the market maker 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 significantly influence investors' decisions to buy, hold, or sell such securities; thus, both the hiring and dismissal of a market maker must be informed to the market through a relevant fact, in accordance with CVM Resolution No. 44/21.
4.22 Installation of the statutory audit committee and election of its members
Attention is called to the obligation to send 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 composition, which must be submitted within 7 (seven) business days from the date of installation or change in composition. For submission, one must use 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.

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 the disclosure of the minutes of the board of directors meeting (in accordance with item V of Article 33 and item V of Article 34 of CVM Resolution No. 80/22) and the update of the corresponding fields of the reference form (according to item I of paragraph 3 of Article 25 of CVM Resolution No. 80/22) do not eliminate the need for the aforementioned communication.
4.23 Communication regarding the holding of live streams
On 08/26/2020, the SEP published Circular Letter No. 7/2020/CVM/SEP regarding live presentations 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 regarding the effect of the Covid-19 pandemic on the performance of companies, as well as the modifications 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 regulating the disclosure of relevant information (CVM Instruction No. 358/02) and establishing general rules on content and form of 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 emphasize 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 administration, 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 send 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 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.” This same guidance applies to the information to be disclosed in the aforementioned “live”. Even if there is no visual presentation, in slides or any other format, the market communication informing about the holding of the event must also contain a list of topics to be discussed, and potentially the questions that will be asked, which must be obtained from the organizers if there is no predefined agenda established together with the company. Citing again the CIRCULAR LETTER/CVM/SEP/No. 2/2020, “if during the meeting additional information to that contained in the presentation material used is disclosed, for example, as a result of questions posed 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 Instruction No. 358/02, in cases where such information constitutes a relevant fact.”

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 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 be held outside trading hours, preferably after market close, so that the IR team has time to prepare the material that must be disclosed after the end of the event in the Empresas.NET System, containing the main information disclosed in the event and not contained in documents already disclosed by the company. It is important to mention that, due to the scenario mentioned, this circular highlights and details orientations already contained in CIRCULAR LETTER/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 published the following communication to clarify doubts about the orientations involving lives with executives:
The Department of Corporate Relations of the Securities and Exchange Commission (SEP/CVM) received and answered questions from market participants and institutions — such as the Brazilian Association of Open Companies (Abrasca) and the Brazilian Investor Relations Institute (IBRI) — regarding the orientations on lives with executives, published by the technical area on 8/26/2020. Circular Letter 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. Good practices Regarding the doubts received after publication, the SEP emphasizes that the most important thing is compliance with the applicable regulation for open companies and that the recommendations of the CVM department are the result of its supervision, especially during this period of the Covid-19 pandemic and confinement. Therefore, the non-adoption of the suggested practices will not be the subject of sanctioning action by the SEP, provided that the aforementioned regulation is complied with. Additionally, the technical area explains that company administrators, in specific situations and with a broader set of information, may adopt the practices they deem most appropriate, even if different from those cited in Circular Letter CVM/SEP 07/2020. Meetings Regarding closed meetings held electronically and other private nature events, with groups of investors or other market agents, the Authority's technical area clarified that they do not belong to the events treated by the circular. Scope The SEP also informs that the terms “executives” and “company representatives” were used in the circular letter to broaden the scope, as the technical area understands that any person 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 studies, or even a discussion about a certain production technique, but they do affect a live transmission with the participation of a non-statutory director speaking about information of interest to the capital market, shareholders, and investors in general.

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

Furthermore, the technical area emphasizes that disclosure rules apply not only to the statutory board of directors but also to the board of directors, its controllers, and any other bodies with technical or advisory functions.

4.24 Operational data and metrics
It is observed that, with some frequency, companies have disclosed operational data and metrics through market announcements. In principle, there is no impediment to making such disclosure via Announcement, provided that this information does not constitute a material fact under CVM Resolution No. 44/21. For this to be the case, the disclosed data or metrics must not allow for direct inference of the company's financial results, nor must they represent a multiple commonly used to calculate the valuation of a company in that sector, as in these cases we would be dealing with a possible anticipation of financial information, which is information of a material 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 such 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 any change to the policy, to include or exclude such provision, be preceded or accompanied by the disclosure of a material fact on the subject.

It should be noted that, even if the disclosure of data and metrics via market announcement is provided for in its policy, the company's management must evaluate, for each disclosure, the eventual need to make the disclosure via a material fact, especially if the data contained therein presents 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, such as in concession contracts, it is recommended to include in the market announcement a reference to the document requiring such disclosure.

4.25 Communication on corporate lawsuits
As provided for in item XLIII of article 33 of CVM Resolution No. 80/22, issuers registered in Category A must submit the document "Communication on Corporate Lawsuits", in accordance with the terms and deadlines established in Annex I of the same Resolution.

For the purposes of the aforementioned Annex I, a corporate lawsuit is considered any judicial or arbitral process whose requests are, in whole or in part, based on corporate or securities market legislation, or on the rules issued by the CVM. Article 2 of Annex I provides for the sending of the main information related to the lawsuit and the deadlines for sending.

It is important to highlight that the news regarding the initiation of the arbitral procedure must be sent within 7 (seven) business days from, as the party appearing as plaintiff or defendant, the presentation of the request for its initiation or its receipt, and not from the initiation itself.

It should be clarified that the obligation to communicate on corporate lawsuits consists of an informational obligation independent of the company's management's assessment regarding the characterization of the information as a material fact, 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 parties in items 4.4 to 4.6 of the reference form. These are specific obligations, to which issuers are subject, in accordance with each applicable regulation, and which systematically compose the informational regime imposed on publicly held 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 regarding the existence of a lawsuit or any of its developments constitutes a material act or fact, as established in specific regulation, the issuer must also observe the terms and deadlines established in that regulation. In this case, it is optional for the issuer to disclose only the material fact notice, provided it contains all the information required by the aforementioned Annex I and clarifies that the disclosure is made in compliance with both the present regulation and the specific regulation on the disclosure of information regarding material acts or facts.

4.26 Report on sustainability-related financial information
With the advent of CVM Resolution No. 193/23, which provides for the preparation and disclosure of the report on sustainability-related financial information, based on the international standard issued by the International Sustainability Standards Board – ISSB, the option for publicly held companies to prepare and disclose a report on sustainability-related financial information, based on the international standard issued by the ISSB, is established on a voluntary basis, starting from social fiscal years beginning on or after January 1, 2024. The obligation for publicly held companies to prepare and disclose the report on sustainability-related financial information, based on ISSB standards, is established for social fiscal years beginning on or after January 1, 2026. Entities must archive the report on sustainability-related financial information through an electronic system available on the CVM's website on the worldwide web, observing the following deadlines:

I – in voluntary adoption and in the first social fiscal year of mandatory adoption: on the same date of submission of the reference form; and

II - from the second social fiscal year of mandatory adoption: within 3 (three) months counted from the end of the social fiscal year 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/conditions in the remuneration policy, it would be necessary to approve its alteration, including the clawback clauses/conditions and present it, through the Empresas.NET System, in the category "Remuneration Policy".

5 Common Guidelines for Periodic and Occasional Information

5.1 Cooperation Agreement between CVM and B3 – Brasil, Bolsa, Balcão (B3)
On 12/13/2011, in order to avoid overlapping efforts, the CVM and B3 – Brasil, Bolsa, Balcão (B3) signed an agreement establishing mechanisms for cooperation and organization of the supervision activities carried out by the CVM and by this exchange, within their respective competencies, regarding the monitoring of the disclosure of information provision to the market by issuers with securities traded on the exchange.

As provided for in the agreement, the SEP and the B3's Issuers Directorate 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 SEP's support for the exchange will take place, whether by exercising advisory and training activities, or by acting with the companies, in cases where the exchange's requests are not met.

Thus, issuers with securities traded on B3 are called to attention to the need to comply with requests that may be issued by the exchange based on the aforementioned agreement.

It is highlighted that there is no obligation for the company to respond to alerts issued by B3 for cases of atypical fluctuation with securities. The objective of the message is to support the company in identifying any atypical movement with its issued shares, so that its administrators can evaluate the need for manifestation to the market, considering the provisions of CVM Resolution No. 44/21.

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 submission of periodic and occasional information provided for in CVM Resolution No. 80/22, CVM Resolution No. 81/22, article 28 of CVM Resolution No. 23/21, and CVM Resolution No. 44/21 must be made through the Empresas.NET System (see Chapter 9).

The final deadlines for submitting periodic and occasional information are non-extendable, as there is no express authorization in the legislation to authorize, for any reason, a request for extension of the deadline for submitting this information.

For information whose submission deadline is not stipulated in CVM Resolution No. 80/22 in business days, it is worth informing that, coinciding with Saturday, Sunday, or a national holiday, the final date for presenting periodic and occasional information will be the following business day, as established by article 66 of Law No. 9.784/99.

The issuer that fails to comply with the obligations to submit 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 A 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 interventor, 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 of 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, or inaccurate information that induces the investor to error and the repeated non-observance of the deadlines fixed for the presentation of occasional information provided for in CVM Resolution No. 80/22, in accordance with its article 65.

Without prejudice to the provisions in 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 occasional information. The DRI of the company must evaluate the method of disclosure in each concrete case, being certain that in some occasions it may be a material fact.

In this sense, it is worth mentioning the vote delivered by the President of the CVM, Leonardo Pereira, at PAS RJ2011/9493 (minutes of the Collegiate Meeting No. 6, of 02/05/2013)23 suggesting that, in these occasions, the DRI must disclose a Market Announcement informing (a) that the company will not disclose the aforementioned periodic information within the deadlines established in the Corporate Law or in specific regulations regarding the subject; (b) the reasons why the company will not be able to meet the deadline; (c) the effective measures that are being taken to correct the problem; and (d) the estimated deadline, within reasonableness, for the disclosure of the periodic information that will not be provided in a timely manner.

For the documents related to periodic and occasional information to be prepared and delivered in an integral manner, together with the CVM, it is recommended that companies 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 for 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 where each content is located; e) The minimum limit for font size 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; h) Numbered and alphabetical lists must be correctly sequenced and without repetitions, in a unified and continuous manner; 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 size consistent throughout the entire 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 improper separation of titles, table headers, or footnotes, from their respective contents, onto two pages; f) Pay attention to misaligned or poorly formatted tables, which hinder the understanding of information; g) In pages of files that have been digitized, avoid the presence of spots resulting from the digitization process, such as threads 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 of express provision in the current regulatory framework regarding minimum content to be considered when publishing in summary form the other documents listed in Law No. 6.404/76, this act should be understood as part of the set of information provided by the issuer to the market, which implies observance of articles 15 and 16 of CVM Resolution No. 80/22, so that, in the document published in summary form, it must contain: (i) that it is summary 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 company listed there) where the full text of the document is located.

Even if the company publishes the full text in the printed newspaper, instead of the summary form, of the mandatory publication, no legal provision is seen that dispenses with the publication of the full text of the document on the newspaper's website on the internet, according to the current wording of article 289, item I, of Law No. 6.404/76. Smaller-sized publicly held companies, that is, those that have generated annual gross revenue less than R$ 500,000,000.00 (five hundred million reais), verified based on the financial statements closing the last social 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 the case may be.

The exercise of the aforementioned option 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-sized publicly held 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 on regulated securities markets; and II – in the specific regulation that provides for the disclosure of information regarding material acts or facts.

The 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 extract of the Ordinary General Assembly, 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, 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 that the change was motivated by the alteration of the legislation.

In an exceptional case, for example, when the widely circulated newspaper used by the company ceases to circulate, the following procedure can be adopted: disclosure, in the Empresas.NET System, of the material fact accounting for the change of newspaper, which must also be published in the official organ of the Union, State, or Federal District used by the company, according to the location of its headquarters, as well as in the new widely circulated newspaper chosen by the company.

It is emphasized, however, that this procedure is an exceptional situation, unrelated to the will of the companies. Changes to the publication newspapers caused by internal decisions of the company must follow the procedures stipulated in paragraph 3 of article 289 of Law No. 6.404/76, only being able to occur after notice to shareholders in the minutes extract of the ordinary general assembly.

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 occasional 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 the Empresas.NET System.

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 occasional information provided for in legislation and 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 necessary to clarify 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 documents archived on the CVM or exchange website, in the Empresas.NET System, is not considered a valid procedure to comply with the provision of the regulation.

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 worldwide web, similar to what is required for companies registered in Category A by article 14, paragraph 1, of the aforementioned Resolution.

5.4 Confidentiality Request
In accordance with article 7 of CVM Instruction No. 44/21, the CVM, at the request of administrators, any shareholder, or on its own initiative, may decide on the provision of information that has failed to be disclosed, in the form of the caput of article 6 of the same Resolution.

Such request must be directed to the SEP through (i) electronic correspondence addressed to the SEP's institutional address (sep@cvm.gov.br) with the subject "confidentiality request"; or (ii) sealed envelope, in which the word "confidential" must appear, in accordance with article 7, paragraph 1 of CVM Resolution No. 44/21.

Although possibility (ii) above is expressly stated in the Resolution, it is recommended to send via the CVM's Digital Protocol, directed to the SEP, informing that it is a confidential document.

It is worth remembering 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, through communication sent to the issuer, granting it a deadline to comply with the request. Such information and documents will be considered public by the SEP, as provided for in paragraph 2 of article 61 of Resolution No. 80/22.

As provided for in article 61, paragraph 3, of CVM Resolution No. 80/22, exceptional requests for confidential treatment of such information and documents must be sent to the SEP and accompanied by the presentation of the reasons why the issuer believes that their disclosure to the public would put the issuer's legitimate interest at risk.

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 an 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 way, determine that the issuer disclose the information or document, if it understands that the information and documents subject to the request are material or that they differ in some way from what was previously disclosed by the issuer.

SECURITY AND EXCHANGE 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

5.5 Documents in Foreign Languages
By analogy to the provision 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 effect in the country must be translated into Portuguese, the official language of Brazil; therefore, all information and documents submitted via the Empresas.NET System must also be translated into Portuguese.

Formal documents governing the social relations of the issuer, such as shareholders' agreements, bylaws, or similar instruments, must be translated into Portuguese by a sworn translator.

In this regard, documents provided to foreign stock exchanges that must be disclosed by the issuer may, if necessary, exceptionally be filed in a foreign language, provided that the issuer arranges for the subsequent filing of the translated version of the document in the shortest possible time.

Furthermore, it is emphasized that companies listed on the Novo Mercado of B3 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 had their shares traded on a stock 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 shares in circulation is equal to or greater than R$ 5,000,000,000.00 (five billion reais), according to the closing quote on the last business day of the quarter prior to the date of the registration request for the public offering of distribution of securities.

The status of large market exposure issuer must be declared by the issuer in the registration request for the public offering of distribution of securities, through 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 shares in circulation.

In accordance with Article 38-A of CVM Resolution No. 80/22, 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) has been registered in categories A or B for more than 24 (twenty-four) months and is in the operational phase; 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 carried out public offerings, submitted 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 security it intends to offer, including securitization titles with a single underlying asset in which it has been the debtor; or b.3.2 – has carried out at least 2 (two) public offerings, submitted to the ordinary registration procedure for distribution, of the fixed income security it intends to offer, including securitization titles with a single underlying asset in which it has been the debtor.

The status of frequent fixed income issuer must be declared by the issuer in the registration request for the public offering of distribution of securities, through a document signed by the DRI containing:
a) in the case of item “a” above, documents provided for in the sole paragraph of Article 38; or b) a declaration that the issuer meets items “b.1” and “b.2” above; and c) a calculation memo made by the issuer to verify item “b.3” above.

It is worth highlighting that, if the requirements and procedures listed in CVM Resolution No. 160/22 are met, the registration of the offering is not subject to prior analysis by the CVM, and the distribution may be carried out automatically for subsequent public offerings, 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 frequent fixed income issuer, for non-convertible or non-exchangeable debentures, or other types of debt-representing securities.

6.2 Issuers in Special Situations

6.2.1 Issuers in Extrajudicial Reorganization
In addition to the periodic and occasional information provided for in Sections II and III of Chapter IV of CVM Resolution No. 80/22, issuers in extrajudicial reorganization must send reports on compliance with the payment schedule and other obligations established in the extrajudicial reorganization plan to the CVM, with a frequency not exceeding 90 (ninety) days, as provided for in Article 39 of the Resolution. These reports must be sent via the Empresas.NET System, category “Information on Companies in Judicial or Extrajudicial Reorganization”, 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, intervenor, or similar figure, this person will be equated to the DRI for all purposes provided for in the legislation and regulation of the securities market.

It is worth noting that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, notably regarding the change in the company's situation and its responsible person, by sending the registration form, within 7 (seven) business days counted from the fact 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 Reorganization
Article 40 of CVM Resolution No. 80/22 exempts issuers in judicial reorganization from submitting the reference form, and this exemption remains in effect until the submission of the detailed report to the court at the end of the reorganization process.

Notwithstanding, according to the sole paragraph of said article, an issuer in judicial reorganization 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 of the detailed report to the court at the end of the reorganization process, observing the provisions of paragraph 3 of Article 25 of this Resolution.

Furthermore, these issuers must send, via the Empresas.NET System, the other periodic and occasional information provided for in the Resolution, including the following information provided for in its Article 41, on the same day of its presentation to the court:
a) monthly demonstrative accounts accompanied by the judicial administrator's report, in the category “Information on Companies in Judicial or Extrajudicial Reorganization”, type “Monthly Demonstrative Accounts”; and b) detailed report presented by the judicial administrator at the end of the reorganization, in the category “Information on Companies in Judicial or Extrajudicial Reorganization”, type “Detailed Report”.

It is important to highlight, with respect to 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 demonstrative accounts to the court processing the judicial reorganization and the date of the actual preparation and delivery of the judicial administrator's report, for the purpose of filing 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 the Empresas.NET System, respecting the relevant fact disclosure procedures as set forth in item 4.1 of this Circular.

In addition to sending the aforementioned documents, issuers must update their registration data with the CVM, notably regarding the change in the company's situation and its responsible person, by sending the registration form, within 7 (seven) business days counted from the fact 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 is worth noting 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, the 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 regarding 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 the Empresas.NET System, the occasional information provided for 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 situation of bankruptcy, in the category “Information on Companies in Bankruptcy”, type “Causes and circumstances of bankruptcy”; b) administrative demonstrative accounts, in the category “Information on Companies in Bankruptcy”, type “Administrative Demonstrative Accounts”; c) any other accounting information presented to the judge in the bankruptcy process, in the category “Information on Companies in Bankruptcy”, type “Other accounting information”; d) accounts presented at the end of the bankruptcy process, in the category “Information on Companies in Bankruptcy”, type “Accounts presented at the end of the bankruptcy process”; e) final report on the bankruptcy process, in the category “Information on Companies in Bankruptcy”, type “Final Report”; and

f) sentence closing the bankruptcy process, in the category “Information on Companies in Bankruptcy”, type “Closing Sentence”.

6.2.4 Issuers in Liquidation
According to Article 44 of CVM Resolution No. 80/22, the 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 regarding the registration form, in accordance with Article 24 and its sole paragraph.

Furthermore, these issuers must send to the CVM, via the Empresas.NET System, the occasional information provided for 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 replacement of the liquidator, in the category “Information on Companies in Liquidation”, types “Appointment of liquidator”, “Dismissal of liquidator”, or “Replacement of liquidator”, as applicable; b) general list of creditors prepared by the liquidator, in the category “Information on Companies in Liquidation”, type “General list of creditors”; c) definitive general list of creditors, in the category “Information on Companies in Liquidation”, type “Definitive general list of creditors”; d) final report and balance sheet of the liquidation, in the category “Information on Companies in Liquidation”, type “Final Report and Balance Sheet of Liquidation”; e) other reports, opinions, and accounting information, in the category “Information on Companies in Liquidation”, type “Other reports, opinions, and accounting information”; and f) act of closing the liquidation, in the category “Information on Companies in Liquidation”, type “Act of Closing the Liquidation”.

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, intervenor, or similar figure, this person will be equated to the DRI for all purposes provided for in the legislation and regulation of the securities market.

7 Relevant Corporate Events and Other Guidelines

7.1 Common Guidelines for Ordinary and Extraordinary General Assemblies

7.1.1 Shareholder Representation at Assembly
Paragraph 1 of Article 126 of Law No. 6,404/76 establishes that a shareholder may be represented at an assembly by a proxy appointed for less than 1 (one) year, who is a shareholder, administrator of the company, or lawyer, and that, in the open company, the proxy may also be a financial institution, with the fund manager representing the co-owners.

The CVM Collegiate Board, in a meeting held on 04.11.2014 (CVM Process No. RJ2014/3578)28, understood that corporate shareholders may be represented at shareholders' assemblies through their legal representatives or through duly constituted agents, in accordance with the constitutive acts of the society and with the rules of the Civil Code. Thus, there is no need for this agent 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.

It is prohibited for the company to condition the exercise of rights by the shareholder at the assembly to the presentation of documents to prove circumstances related to the ownership of shares, which can be objectively verified based on the ownership records already held by it, including those transmitted to them by the central depository and the registrar, in accordance with Article 6, paragraph 5, of the aforementioned Resolution.

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 the 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 the assembly of the representative of a shareholder who has failed to adopt the procedure of early delivery of the instrument of mandate 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)29, the CVM Collegiate Board issued an understanding that, although Law No. 6,404/76 conditions the representation of shareholders to the presentation of a proxy, neither the Civil Code nor the Companies Law require the recognition of signature or the consularization of proxies. Thus, the company may always, at its discretion, dispense with the recognition of signature and the consularization of the instruments of proxy granted by shareholders to their representatives.

28 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D17.html. 29 See http://conteudo.cvm.gov.br/decisoes/2008/20080624_R1/20080624_D02.html.

The Collegiate Board also understood that there is nothing to prevent proxies from 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 authorship and integrity of electronic proxies and is admitted as valid by the parties involved, notably the company, can 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 the voting right of their shareholders at assemblies, also established rules to discipline public requests for proxy for the exercise of the voting right.

For the purposes of CVM Resolution No. 81/22, public requests for proxy are considered:
a) requests that employ public means of communication, such as television, radio, magazines, newspapers, and pages on the worldwide computer network; b) requests directed to more than 5 (five) shareholders, when promoted, directly or indirectly, by the administration or by a controlling shareholder; and c) requests directed to more than 10 (ten) shareholders, when promoted by any other person.

Proxy requests that do not fall into any of the above hypotheses will be considered private requests, not subject to the procedures provided for in the aforementioned Resolution.

It is emphasized that investment funds whose decisions on the exercise of the voting right at assemblies are taken discretely by the same manager are considered as a single shareholder, in accordance with CVM Resolution No. 81/22.

According to the Resolution, any public request for proxy for the exercise of the voting right must be sent to all shareholders with voting rights in the assembly in question.

A copy of the draft proxy and the other information required in Article 51 of the Resolution, including the identification of the natural or legal persons who promoted, organized, or funded the proxy request, even partially, must be sent to the CVM, on the date of the start of the realization of the request, via the Empresas.NET System, category “Assembly”, type “AGO”, “AGO/E”, “AGE”, or “AGESP”, as applicable, species “Material related to public proxy requests”.

For this obligation to be fulfilled, interested shareholders must send the public proxy request, accompanied by all the information required in Article 51 of CVM Resolution No. 81/22, to the DRI until the business day prior to the date of the start of the realization of the request (Article 54, paragraph 1, of the same Resolution).

In line with the provisions of Law No. 6,404/76, CVM Resolution No. 81/22 determines that proxies subject to public request 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) explicitly indicate how the proxyholder must vote regarding each proposal or, if applicable, whether they should abstain from voting on such proposals; and

c) be limited to a single shareholders' meeting.

When the public request for proxies is made by the company, the administration must notify the market of its intention to launch the campaign 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 the company's shareholders to have sufficient time to organize before the general shareholders' meeting.

In this regard, the regulation stipulates that proxies subject to a public request promoted by the administration regarding the election of administrators and members of the fiscal council must allow the shareholder to vote both for the candidates indicated by the administration and for candidates indicated by shareholders representing at least 0.5% (zero point five percent) of the share capital.

Shareholders who represent 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 request for proxies, 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) advertisements 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 if 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 will be obliged to reimburse only 50% (fifty percent) of the reimbursable expenses.

Reimbursement must be made within 10 (ten) business days counted from the receipt of the request submitted to the company, which must be accompanied by all supporting documents for the reimbursable expenses incurred.

The company that accepts electronic proxies through a system on the worldwide computer network will not be obliged to reimburse shareholders for expenses incurred with the realization of public requests for proxies to exercise the right to vote (article 60 of CVM Resolution No. 81/22).

It should be noted that companies that adopt remote voting, in accordance with CVM Resolution No. 81/22, and wish to carry out a public request for proxies must disclose, together with the communication to the market of their intention to carry out said request (article 55 of CVM Resolution No. 81/22), all valid requests for inclusion of proposals and candidates received so far, in accordance with article 41 of CVM Resolution No. 81/22 (see item 7.2).

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

7.1.3 Request for a list of shareholders' addresses (article 126, paragraph 3, of Law No. 6.404/76)

The purpose of access to the address list of article 126, paragraph 3, of Law No. 6.404/76 is to allow the representation of shareholders by proxy in shareholders' meetings, regardless of a prior request for proxies by the company itself, increasing the possibilities of organization of non-controlling shareholders, aiming at the exercise of the right to vote. If the shareholder wishes to obtain the addresses of the other shareholders for any other purpose than contacting them to represent them in shareholders' meetings, using proxies, article 126 cannot be invoked.

The express 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 in shareholders' meetings, leaves no doubt regarding the need for a convened shareholders' meeting, or in the other hypotheses cited in paragraph 1 of article 58 of CVM Resolution No. 81/22, for the rule of paragraph 3 to apply.

CVM Resolution No. 81/22, which regulates public requests for proxies to exercise the right to vote, also disciplines the matter.

According to the Resolution, requests for a list of addresses 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 a maximum of 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 list of shareholders; 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 the informative elements necessary for the exercise of the requested vote; (ii) allow the shareholder to exercise a vote contrary to the decision with the indication of another proxyholder to exercise this vote; and (iii) be directed to all holders of shares whose addresses are in the company's registers.

Still according to CVM Resolution No. 81/22, the list of addresses 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 one.

It is emphasized that the list of addresses 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 SEP in the context of CVM Process No. 19957.000786/2021-2730.

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 will have the right to elect, in a separate vote, one member and respective alternate; the same right will have minority shareholders, provided that they represent, together, ten percent or more of the shares with voting rights.

30 See https://conteudo.cvm.gov.br/decisoes/2022/20220315_R1/20220315_D2500.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

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.

In interpreting article 161, paragraph 4, item "a", of Law No. 6.404/76, CVM exposed, through CVM Orientation Opinion No. 19/90, that in order for the right attributed by it to preferred shareholders not to become merely nominal, it must be understood that, in the separate vote 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 an effective restriction of the essential right to supervise and in a non-equitable representation of interests, often contrary, which the Law sought to protect.

In this sense, the understanding of SEP, in consonance with the provision of CVM 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 in 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, besides controllers, persons linked to them should also not participate.

The CVM Collegiate Body confirmed, on more than one occasion, in sanctioning processes, that entities over which the company's controller has a decisive 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 seat of preferred shareholders or in the seat of minorities. In this sense, see the decision of the CVM Collegiate Body issued in PAS CVM No. 11/12, in a judgment session held on 02.12.201431.

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 that are subject to dominant influence from their sponsor or from the direct and indirect controllers of their sponsor, an analysis of the governance of the entity itself is necessary.

Thus, as already stated in the vote of President-Relator Marcelo Trindade in PAS CVM No. 07/0532, the voting impediment extends to pension entities sponsored by the public company or by its holding companies when, cumulatively:

a) the indication of the majority of its administrators falls to the sponsor or its controller, including 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 the administrators elected by the participants of the pension entity.

In the analysis of the existence of decisive influence of the controller over the other shareholders of the company, the governance structure of each shareholder will be taken into account, mainly.

31 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2014/20141202_PAS_112012.html. 32 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2007/20070424_0705.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 this sense, according to the decision stated in CVM Process No. 19957.000800/2024-3533, the Collegiate Body's interpretation for the impediment of other shareholders other than the direct controller stems from the need to guarantee the effectiveness of the legal device, in order to prevent the controller from indirectly benefiting from a prerogative that the Law sought to attribute to the group of shareholders outside its influence.

It is emphasized that, as mentioned in the vote of Director Otávio Yazbek, in the context of CVM Process No. RJ2009/1317934, the voting impediment is directed to the shareholder. It is then up to the president of the table to declare this impediment only in cases where the prohibition is evident. Thus, the president of the shareholders' meeting table should only impede the vote of shareholders in the separate election if it remains evident, in each case, that there is decisive influence from the controller or sponsor on the voting decision of the complementary private pension entity.

The president of the table, after evaluating and concluding that the controller's influence is not evident, must draw attention in the shareholders' meeting (leaving, moreover, recorded in the respective minutes) to the understanding issued by SEP in this Circular Letter, 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 shareholders' meeting, elements that allow demonstrating that there was no such influence.

As provided in 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 shareholders' meeting at the request of shareholders who represent 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 shareholders' meeting after its installation.

CVM Resolution No. 70/22 fixes a scale reducing, as a function of the share capital, the minimum percentages of shareholding participation necessary for the request for 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, in a general shareholders' 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 mandatory35. However, the percentage of shareholding participation for the separate election, referred to in paragraph 4, item "a", of article 161 of Law No. 6.404/76, cannot be reduced by CVM, since it does not fit into one of the hypotheses provided for in article 291 of the same Law.

33 See https://conteudo.cvm.gov.br/decisoes/2024/20240618_R1/20240618_D3082.html. 34 See http://conteudo.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.html. 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.

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

For this reason, 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, CVM's understanding36 is that the shareholders present, including the controller, may elect the 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 he does not do so, all counselors will be elected by the vote of the other shareholders, regardless of their participation in the capital, since the Council will be installed (article 161, paragraph 2), and the election of its members will be mandatory (article 161, paragraph 4).

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 shareholders' meetings.

Furthermore, it is worth highlighting the understanding issued by the CVM Collegiate Body in the meetings of 06.05.200837 and 23.09.200838 (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 that the minority present at the shareholders' meeting needs to hold to elect, in a separate vote, 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 shareholders' meeting is convened to elect administrators or members of the fiscal council, companies registered in category A, for which the aforementioned Resolution applies, 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 article 11 of CVM Resolution No. 81/22).

On the other hand, public companies registered in category B may, in line with the provision of article 133, item V, of Law No. 6.404/76 (in the case of Ordinary General Meeting) and in article 22, item VII, and article 34, item II, both of CVM Resolution No. 80/22, send all documents necessary for the exercise of the right to vote in general shareholders' meetings, and must provide sufficient information about the candidates, in order to allow shareholders to deliberate on the matter.

Regarding the indication of candidates for election to the board of directors, it is worth highlighting the decision of the CVM Collegiate Body, issued in the context of CVM Process No. 19957.004466/2018-4139, which, by majority, understood that the prohibitions of article 17, paragraph 2, of Law No. 13.303/16 are also applicable to candidates for the fiscal council of state-owned companies. Notwithstanding, at present, a preliminary decision of the Justice suspending the effects of the aforementioned decision is in force, in the concrete case.

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_D03.html. 38 See http://conteudo.cvm.gov.br/decisoes/2008/20080923_D02.html. 39 See http://conteudo.cvm.gov.br/decisoes/2018/20180426_D1021.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

Still regarding the prohibitions provided for in the aforementioned article 17, in the context of CVM Process No. 19957.007271/2022-3940, SEP submitted a consultation to the CVM Collegiate Body, in order to guide the market regarding the correct interpretation of the term "related area", provided for in the requirement of item "a" of article 17 of Law No. 13.303/16, at which time the Collegiate Body manifested itself as follows:

(i) the reference to the term "related area", contained in item "a" of item I of article 17 of the State-Owned Companies Law, refers to 10 (ten) years of experience in a position with "duties" that resemble or are equivalent to the functions that will be exercised in the position to which the candidate was indicated;

(ii) the State-Owned Companies Law demands that the competencies previously acquired by the potential candidate for the position in the board of directors and/or the executive board must have nexus and be related to the expertise that will be required of the professional who comes to occupy such positions in state-owned companies;

(iii) the verification of experience in "duties" similar or equivalent depends on an analysis of the concrete case, without it necessarily being required prior experience in (a) companies with a social object similar or connected to the social object of the mixed-economy company or (b) companies of equivalent size;

(iv) the casuistic interpretation tends to be, on the one hand, more rigorous regarding candidates for positions or functions that require specific expertise, technical and sectoral knowledge; and, on the other hand, more flexible in the case of indication for positions or functions that require less sectoral expertise;

(v) during the work of verifying the candidate's experience in "duties" similar or equivalent, the eligibility committee and CVM, depending on the concrete case, may take into consideration, for example, (a) the distinction between the functions of members of the board of directors and members of the executive board, (b) the possible relationship between the need for experience in the core activities of the company, which depend on technique on the specific market segment, and the "duties" of the indicated position; and (c) the possible difference of "duties" between professionals who work in companies of different "size"; and

(vi) lastly, in the reflections for the casuistic verification of the connection between previous experiences and the expertise that will be required of the occupant of the position, the intention of the State-Owned Companies Law must be taken into account in the sense of improving and enhancing the corporate governance rules of state-owned companies, in order for the administrative bodies to be occupied by professionals with the capabilities and aptitudes necessary for the positions that will be exercised by them.

Regarding mixed-economy companies, given the position of 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 member state of the Union, cannot indicate for administrative positions in its investments State Ministers, municipal secretaries, or blood and affine relatives of these people up to the third degree.

40 See https://conteudo.cvm.gov.br/decisoes/2024/20240416_R1/20240416_D2845.html.

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 directors and fiscal council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by management or 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 consultation from the SEP examined in a meeting on 21.01.202041 (CVM Process No. 19957.006786/2018-35), to the effect that minority shareholders linked to the controller or under its decisive influence cannot request inclusion, nor contribute their shares to, together with other shareholders, make up the minimum percentage necessary for inclusion, in the remote voting ballot, of candidates to compete for seats on the board of directors 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 with ADRs), it is emphasized that, if voting is possible by 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 through the Empresas.NET System, in the category “Notice to Shareholders”, type “Other Notices”, including in the subject that it is an indication of candidates for the fiscal council presented by minority shareholders.

Such information must be provided by registered companies in categories A and B in the manner 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 shall be composed of a minimum of 3 (three) and a maximum of 5 (five) members, and alternates in equal number, shareholders or not, elected by the general meeting.

In the event 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 regular member of the fiscal council.

The election of alternate members of the fiscal council is therefore mandatory, and the fiscal council must be composed of regular and alternate members in equal number, since the indication of the alternate member is necessary to prevent the possibility of absence of the regular member, 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.

41 See http://conteudo.cvm.gov.br/decisoes/2020/20200121_R1/20200121_D1112.html.

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 who gather the largest number of votes from those present at the meeting being elected. To ensure, however, the proportional nature of the filling of board of directors positions, 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 multiple voting process provided for in the caput of Article 141; and b) the separate election mechanism provided for in paragraph 4 of Article 141, in which the majority of holders may elect one member and his alternate, excluding the controlling shareholder:
(i) of voting shares issued by a public company, representing at least 15% (fifteen percent) of the total voting shares; and (ii) of non-voting preferred shares or preferred shares 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 directors 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) management must inform, in its proposal to 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 management 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) management 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.

In the same vote manifestation, the Board 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 board members must necessarily precede the deliberations regarding the election of its members, at which time shareholders may be asked to indicate whether they wish to proceed with the multiple voting system, if it has already been requested in accordance with the law, or adopt separate voting, thus withdrawing the request for multiple voting, without prejudice to, if applicable, both procedures being adopted.

In the same line, the CVM Board understands it is important to reinforce that, procedurally, if in the same meeting the multiple voting system is adopted cumulatively with a request for separate voting, the election of directors according to the latter system must be prior to the election by multiple voting, since 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 Board, in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and RJ2013/4607)42, understood that treasury shares must be excluded from the total number of shares or the total number of voting shares, as applicable, for the purpose of calculating the percentages indicated in Article 141, paragraphs 4 and 5, of Law No. 6.404/76.

Within the scope of Process 19957.004239/2022-0043, the CVM Board, in a discussion initiated on 08.08.2023 and concluded on 05.12.2023, by majority, understood that “the expression of will to install the college for separate election of the board member and his alternate, indicated by 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 a 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, paragraph 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 societies.

The objective of introducing the separate voting mechanism for the election of representatives of preferred and minority shareholders in the fiscal and administrative councils is to make the body effectively representative, which contributes to the good governance of open companies.

For this reason, the SEP understands that the interpretation that the CVM has been making in CVM Orienting 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 this Law.

The prerogative of election of members of the board of directors established in these devices belongs to minority or preferred 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 Board issued in CVM PAS No. 11/12, in a judgment session held on 02.12.201444.

42 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html. 43 See https://conteudo.cvm.gov.br/decisoes/2023/20231205_R1/20231205_D2899.html. 44 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2014/20141202_PAS_112012.html.

The SEP understands that the understanding established in the vote of President-Relator Marcelo Trindade in CVM PAS No. 07/0545 (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 of the controller over the other shareholders of the company, for the purpose of verifying the classification of these as minorities holders of 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 highlighting the vote of President-Relator Marcelo Barbosa in PAS 19957.011244/2019-6546, in a judgment session held on 14.07.2020, which brings understanding to the effect that, in the specific case of pension entities, “according to the repeated position of this Board, it is not permitted the participation in separate elections of pension entities, the majority of whose administration is appointed by its sponsor, unless such entity possesses governance mechanisms that prevent the sponsor from influencing, directly or indirectly, the decision on the choice of candidate”.

Notwithstanding, regardless of whether it is a matter of pension entities, for the purpose of determining the existence of said influence, one should not only focus on the search for 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 “regardless 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 strengthen the factual-probative set”.

It is emphasized that, as mentioned in the vote of Director Otávio Yazbek, within the scope of CVM Process No. RJ2009/1317947, the prohibition of voting 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 is evident. Thus, the president of the meeting table should only prohibit shareholders from voting in the separate election if it remains evident, in each case, that there is decisive influence of the controller or sponsor on the voting decision of the complementary private pension entity.

The president of the table, after evaluating and concluding that the influence of the controller 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, to the effect 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.

45 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2007/20070424_0705.html. 46 See https://conteudo.cvm.gov.br/sancionadores/sancionador/2020/20200714-PAS-19957.011244_2019_65.html. 47 See http://conteudo.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.html.

Still regarding the election of administrative directors by non-controlling shareholders, it is emphasized that in the meeting held on 11.04.200648, the CVM Board deliberated 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)49, which, in cases where the company has only issued voting shares, shall have the right to elect and remove one member and his alternate 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 voting shares.

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 request formulated at any time, including in the meeting itself, as decided in CVM Process No. 19957.003630/2018-0150. Therefore, it is recommended that shareholders who are interested in election by 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 societies, allows holders of non-controlling ordinary shares of these societies, regardless of the share participation 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 the verification of the number of members of the board of directors that the holders of ordinary shares will be able to elect by the multiple voting process.

The CVM Board deliberated, in a meeting held on 07.04.2015 (RJ2014/4375)51 that, in mixed-economy societies, 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 rule over the general determination.

Notwithstanding, since it is especially directed to shareholders holding ordinary shares, the use of Article 239 does not prejudice the exercise by preferred shareholders of the right to elect separately one member of the board of directors and his alternate, in the manner 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, it not being possible to use their shares to compose the quorum required by said paragraph 5.

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 this regard, and specifically regarding the situation of open mixed-economy societies, attention is drawn to the hypotheses of ineligibility provided for in Article 17, paragraph 2, of Law No. 13.303/16.

48 See http://conteudo.cvm.gov.br/decisoes/2006/20060411_R1/20060411_D03.html. 49 See http://conteudo.cvm.gov.br/decisoes/2005/20051108_R1/20051108_D02.html. 50 See http://conteudo.cvm.gov.br/decisoes/2018/20181009_R1/20181009_D1053.html. 51 See https://conteudo.cvm.gov.br/decisoes/2015/20150407_R1/20150407_D9116.html.

Regarding this, 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 Board in CVM Process No. 19957.008923/2016-1252, mixed-economy societies must also refrain from making indications of persons classified in these hypotheses for positions in companies in which such mixed-economy societies are investors.

Additionally, according to the understanding of the Board in CVM Process No. 19957.011269/2017-0553, the requirements and prohibitions for the indication and election of administrators, provided for in Law No. 13.303/16, also apply to members of the statutory nomination and evaluation committee provided for in Article 10 of said Law.

Moreover, given the position of the SEP established within the scope of CVM Process No. 19957.004086/2019-97, a mixed-economy society created within the state scope, despite being controlled by a member state of the Union, cannot indicate for administrative positions in its investments Ministers of State, municipal secretaries, or blood and affine relatives of these persons up to the third degree.

It is highlighted that the indication and election of high-level federal Executive Branch public agents for boards of directors of private sector public companies are subject to the principles of Law No. 12.813/13 (“LCI”). Given that the LCI provides for the competence of the Public Ethics Commission, established within the Federal Executive Branch, and the Office of the Comptroller General of the Union, as applicable, for (i) “authorize the holder of a position or employment within the Federal Executive Branch to exercise private activity [and exempt those who have held a position or employment within the Federal Executive Branch from complying with the impediment referred to in item II of Article 6], when the non-existence of a conflict of interest or its irrelevance is verified”; and (ii) “manifest on the existence or non-existence of a conflict of interest in consultations submitted to them” (Article 8, items IV, V and VI), it is recommended that, if there are candidates for positions in their administration subject to the regime of said Law, be requested from these persons for investiture in their positions, in addition to the self-declaration, the presentation of authorization or result of consultation issued by the Public Ethics Commission or the Office of the Comptroller General of the Union, as applicable.

It is necessary to alert 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 notice of convocation, 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 management or by controlling shareholders (see items 3.4.2.1 and 4.2.2.1).

52 See http://conteudo.cvm.gov.br/decisoes/2016/20161227_R1/20161227_D0476.html. 53 See http://conteudo.cvm.gov.br/decisoes/2018/20180105_R1/20180105_D0870.html.

Regarding registered open companies in category B, it should be noted that, in accordance with Article 133, item V, of Law No. 6.404/76 (in the case of the Shareholders’ Meeting), paragraph 3 of Article 135 of Law No. 6.404/76 (in the case of the Shareholders’ Meeting), and 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 voting rights at general assemblies. Thus, sufficient information must be provided about the candidates, in order to allow shareholders to deliberate on the matter.

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 the fiscal council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by management or 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 with 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 through 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.

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 understanding issued by the SEP, requirements for the presentation of information about candidates prior to the meeting, 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 to the board of directors and the fiscal council at the moment of the assembly itself.

Such information must be provided by companies registered in categories A and B in the manner indicated in this Circular (see items 3.4 and 4.2).

It is also worth highlighting the understanding of the CVM Collegiate in response to the SEP consultation examined in a meeting on 21.01.2020 (CVM Process No. 19957.006786/2018-35)54, to the effect 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 an election separately reserved for minority shareholders.

Regarding the role of members of the board of directors elected as representatives of employees of mixed-economy companies, the decision of the CVM Collegiate, recorded within the scope of CVM Process No. 19957.011059/2019-7155, in a meeting held on 22.09.2020, to the effect that these members would be barred from acting in board of directors deliberations 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 corporate 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 supplementary pension and assistance.”

The changes promoted are highlighted, which sought to regulate the legal provisions introduced by Law No. 14.195, of 26.08.2021, in 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 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 in which the mandatory participation of independent directors on the board of directors of open companies must occur. Such regulation was promoted with the inclusion of Annex K in CVM Resolution No. 80/22.

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, it excepts, in its sole paragraph, the application of this prohibition in companies with consolidated gross revenue below R$ 500,000,000.00 (five hundred million reais).

The sole paragraph of Article 5 established that the board of directors of open companies must have a number of independent directors corresponding to at least 20% (twenty percent) of the total number of directors. The requirement for the presence of independent directors 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, 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 directors. Paragraph 1 of Article 6 establishes the objective cases in which a director is or is not considered independent.

Article 7 establishes that the characterization of the candidate for the board of directors as an independent director 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 director in the following situations: (a) when the indication 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 director of an open company 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 the indication of 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 indicated person information that they are in conditions to sign such instrument, indicating any reservations, observed 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 director (whether independent or not), unless otherwise provided in the bylaws, the substitute will be appointed by the remaining directors and will serve until the first general meeting.

Thus, in the case of a vacancy arising 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 be applicable, it is understood that the company’s administrators may be 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. 80/22.

7.1.6 Plural Voting
The adoption of plural voting, authorized by the legal provisions introduced in Law No. 6.404/76 by Law No. 14.195/21, enables joint-stock companies to eliminate the general rule previously established regarding the one vote per share relationship in shareholders’ meetings.

For open companies, 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 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 the 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) merger, incorporation of shares, and merger between an open company that does not adopt plural voting and a company that adopts plural voting; and (ii) spin-off of an open company 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 deal with this topic.

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 assemblies of open companies, in order to facilitate participation in the meeting and the exercise of certain rights by non-controlling shareholders.

CVM Resolution No. 81/22 is restricted to open companies registered in category A, authorized by a market administrator for trading 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.

Companies not obliged by CVM Resolution No. 81/22 to adopt the remote voting procedure may do so optionally, in which cases they must fully comply with the provisions of the aforementioned norm.

The procedures described in CVM Resolution No. 81/22 regarding remote voting apply to all meetings, as per Article 26, except as provided in its Article 30-A.

In line with the provisions of 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.

Companies that opt for the adoption of remote voting in their general assemblies, and that are not obliged to do so, must communicate this fact to the market through the Empresas.NET System (category “Notice to Shareholders”, type “Adoption of remote voting”).

The adoption of remote voting in a particular general meeting must always cover all matters on the agenda of the meeting to which it refers, as provided for in Article 31, paragraph 1, item I, of CVM Resolution No. 81/22.

7.2.2 Remote Voting Ballot
To instrument the remote voting procedure, a document called the remote voting ballot was created.

This document gathers all deliberation proposals included in the agenda of the assemblies to which it applies, whether they have been included by controlling shareholders, by management, or by non-controlling shareholders. It also allows shareholders to indicate whether they wish to use their shares to request, for example, the adoption of the multiple voting procedure or the installation of the fiscal council, issues that, although not proposals of management, must appear in the remote voting ballot, as they are shareholders’ rights, according to Corporate Law.

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 on the agenda of the 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 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 assembly in the remote voting ballot must be drafted in clear, objective language that does not mislead the shareholder, and may contain indications of pages on the World Wide Web where the proposals are described in more detail, observed the other provisions of Article 32 of CVM Resolution No. 81/22 on the subject.

The wording and order of deliberations in other electronic documents disseminated by the company, such as management’s proposal and the assembly participation manual, must reflect those contained in the remote voting ballot.

Matters included in the remote voting ballots at the request of shareholders must be accompanied by the information that their inclusion originated from the aforementioned request.

It is recommended that, in the initial considerations of the assembly participation manual, companies include the most important observations about the votes. These initial fields should be used not only to inform deadlines, sending addresses, but any other important information about the agenda items.

The remote voting ballots must be generated in the Corporate Intelligence Central System – CICORP for each assembly that uses the chain for collecting and transmitting voting instructions. In the event of an AGM/ESM, the “AGM” and “ESM” assemblies must be registered separately in CICORP, generating two separate ballots.

It is emphasized that, if the company opts to make the remote voting ballot available on its website, it must use the file generated by the CICORP system.

If the issuer cannot use the CICORP system to prepare and send the remote voting ballots and adopts them in its assemblies, it must prepare them in accordance with the guidelines of Annex M of CVM Resolution No. 81/22 and make them available to shareholders through the Empresas.NET System, in the category “Notice to Shareholders”, type “Other notices”, informing in the Subject field “Remote voting ballot for the AGM” or “Remote voting ballot for the ESM”, as applicable.

The remote voting ballot must be made available by the company up to 1 (one) month before the date set for the holding of the assembly, in accordance with Article 26, paragraph 1, item I of CVM Resolution No. 81/22, and up to 21 (twenty-one) days before the date set for the assembly, in cases not provided for in item I.

The ballot may be re-presented by the company (Article 26, paragraph 3):
(i) up to 20 (twenty) days before the date set for the holding of the assembly for the inclusion of candidates indicated for the board of directors and the fiscal council in the manner of Article 37; or (ii) in exceptional situations, to correct a relevant error that hinders 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.

In the case described in item (i) above, unless the shareholder sends a new voting instruction, the votes already conferred by him on candidates included in the previously disseminated ballot must be considered valid (Article 26, paragraph 4 of CVM Resolution No. 81/22). In the case described in item (ii) above, the votes already conferred by the shareholder on the affected proposal must be considered invalid (Article 26, paragraph 5 of CVM Resolution No. 81/22).

The re-presentation of the remote voting ballot for any reason must be immediately communicated by the company to the market, informing (Article 26, paragraph 6 of CVM Resolution No. 81/22):
(i) the reason for the re-presentation and the proposals of the ballot that were altered; (ii) that the votes already conferred on 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 having their voting instruction considered conflicting, it is recommended that the shareholder send their eventual new instruction to the same service provider previously used.

It is prohibited for the company to promote the reordering, renumbering, or any form of reorganization of items in the ballot that misleads the shareholder about the matters to be deliberated, as provided for in paragraph 3-A of Article 26 of the Resolution.

The voting instruction must be sent by the shareholder (i) directly to the company (by postal mail or electronically), observing, if any, the guidelines of the convocation notice or other documents and information made available to shareholders; or (ii) by transmission of instructions for filling out to service providers qualified to provide services for collecting and transmitting instructions for filling out the remote voting ballot: (a) custodian of the shareholder, if the shares are deposited in a central depository; (b) financial institution contracted by the company to provide securities record-keeping services, and specific regulation on the subject, if the shares are not deposited in a central depository; or (c) the central depository in which the shares are deposited, and must be received up to 4 (four) days before the date of the assembly, in accordance with Article 27 of CVM Resolution No. 81/22.

Exceptionally, when all the conditions provided for in the items of Article 30-A of CVM Resolution No. 81/22 are cumulatively verified, the provision of the remote voting ballot is dispensed with.

It is emphasized that, at the time of the holding of the assembly, if there are no candidates for the board of directors other than those indicated by management or the controlling shareholder, the request for the adoption of the multiple voting process formulated through the remote voting ballot becomes ineffective, in accordance with Article 34, paragraph 2 of CVM Resolution No. 81/22.

54 See http://conteudo.cvm.gov.br/decisoes/2020/20200121_R1/20200121_D1112.html.

55 See https://conteudo.cvm.gov.br/decisoes/2020/20200922_R1/20200922_D1879.html.

COMMISSION OF SECURITIES AND EXCHANGE (CVM)
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 remote voting ballot must give the shareholder the option to request the installation of the fiscal council, in accordance with Article 161 of Law No. 6,404/76, when the company does not have a permanently operating fiscal council.

If, at the time of the assembly, there are no candidates for the fiscal council, the request for the installation of the fiscal council made through the remote voting ballot becomes void.

Shareholders who wish to do so may, in accordance with Article 37 of CVM Resolution No. 81/22, submit requests for the inclusion of proposals in the remote voting ballot for (i) candidates for the company’s board of directors and fiscal council and (ii) matters to be deliberated at the ordinary general assembly, provided that, for this purpose, the participation percentages set forth in Annex N and Annex O of CVM Resolution No. 81/22 are 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 established by CVM Resolution No. 81/22 (Article 39 of CVM Resolution No. 81/22).

According to the decision of the CVM Collegiate Body in the meeting of 05/20/2025, regarding CVM Process No. 19957.003448/2025-7156, the reduction in the shareholding of the proponents, after the publication of the remote voting ballot, does not, by itself, constitute a legitimate ground for the public company to exclude the candidacy of the individuals indicated by such shareholder.

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 assemblies, these proposals may concern matters within the competence of ordinary or extraordinary general assemblies, as provided for in the sole paragraph of Article 38 of said Resolution.

In the specific case of indicating candidates for the company’s board of directors and fiscal council, in accordance with Article 37, paragraph 1, item I, 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:
a) in the period between the first business day of the fiscal year in which the general assembly will be held and up to 25 (twenty-five) days before the date of its holding, in the case of an ordinary general assembly; or b) in the period between the first business day after the occurrence of an event justifying the convening of a general assembly for the election of members of the board of directors and fiscal council and up to 25 (twenty-five) days before the date of holding the assembly, in the case of an extraordinary general assembly convened for this purpose.

In the case of deliberation proposals at the ordinary general assembly, in accordance with Article 37, paragraph 1, item II, of CVM Resolution No. 81/22, the request must be received between the first business day of the fiscal year in which the ordinary general assembly will be held and up to 45 (forty-five) days before the date of its holding.

56 See https://conteudo.cvm.gov.br/decisoes/2025/20250520_R1/20250520_D3279.html.

To comply with paragraphs 2 and 3 of Article 37 of CVM Resolution No. 81/22, the company must publish the date of holding the general assemblies through the Empresas.NET System, category “Notice to Shareholders”, type “Scheduled Date for General Assembly”, (i) within the first 15 (fifteen) days of the fiscal year, in the case of OGA, and (ii) within 7 (seven) business days after the occurrence of the event that justified the convening, in the case of EGA.

Alternatively, for the purpose of complying with the provision of paragraph 2 of Article 37 of CVM Resolution No. 81/22, the issuer may publish the scheduled date for holding the ordinary general assembly in its corporate events calendar, to be published also through 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 publish the date of its ordinary general assembly within the established deadline, it shall be considered that its holding will 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 deadline between the publication of the date of occurrence of an assembly and the deadline for sending proposals by shareholders, the company must grant a reasonable period for shareholders to exercise this right.

This reasonableness is expressly provided for in the case of a change in the date of occurrence of the assembly, in accordance with Article 37, paragraph 4, of CVM Resolution No. 81/22, but must always be observed when publishing the date of any assembly in which the remote voting mechanism will be used, regardless of whether there has been a change in the initially published date or not.

As is the case with the publication 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 induce error, 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 the inclusion of proposals in the remote voting ballot may be revoked at any time until the date of holding the general assembly, through a written communication by the respective proponents, addressed to the company’s Investor Relations Director (DRI), in which case the votes already cast for the revoked proposal will be disregarded.

The company must immediately communicate to the market the revocation of the request for inclusion referred to in the previous paragraph, if the remote voting ballot has already been made available (sole paragraph of Article 40 of CVM Resolution No. 81/22). Such communication must be made through the Empresas.NET System (category “Notice to Shareholders”, type “Shareholder request for voting ballot”).

It is worth noting that the percentage required for the inclusion of proposals in the remote voting ballot, provided for in Annex O of CVM Resolution No. 81/22, may be reached by the sum of the holdings of several shareholders, acting together, for this purpose.

In line with the decision of the CVM Collegiate Body in the meeting of 01/21/2020, regarding CVM Process No. 19957.006786/2018-3557, 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, reach the minimum percentage necessary for the inclusion, in the remote voting ballot, of candidates to compete for seats on the board of directors or fiscal council to be filled in an election reserved separately for minority shareholders. It is important to emphasize that the deadlines provided for in CVM Resolution No. 81/22, with regard to the remote voting mechanism, take into account calendar days (except those that the norm itself expressly provides that the deadline is counted in business days), including weekends and national holidays in the count, so that companies must take into account the end terms of said deadlines for establishing the dates of the assemblies in which remote voting will apply.

Furthermore, in the case 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 assembly in question being maintained.

The CVM Specialized Prosecutor’s Office (PFE), within the scope of CVM Process No. 19957.003377/2020-00, stated that “from the reading of Provisional Measure No. 2.200-2, of 08/25/2001, it is verified that the Brazilian Public Key Infrastructure, 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 enabled applications that use digital certificates, as well as the conduct 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 convening notice of the assembly, in accordance with paragraph 1 of Article 6 of CVM Resolution No. 81/22.

In accordance with Article 30-A of CVM Resolution No. 81/22, the availability of the remote voting ballot is waived when the following conditions are cumulatively met:
I – the company’s most recent ordinary general assembly was held timely; II – in the most recent ordinary general assembly and in other shareholder assemblies held since then, the company:
a) timely made available the remote voting ballot or did not do so because it was already exempt from doing so under this article; and b) received through the remote voting ballot votes corresponding to shares representing less than 0.5% (zero point five percent) of the share capital; III – up to the moment of convening the assembly in which the company intends to avail itself of the exemption provided for in this article, no request for inclusion in the ballot of candidates or proposals has been received, in accordance with Article 37; 57 See http://conteudo.cvm.gov.br/decisoes/2020/20200121_R1/20200121_D1112.html.

IV – the company has convened the assembly in which it intends to avail itself of the exemption provided for in this article at least thirty days in advance, expressly indicating the intention not to make available the remote voting ballot, and has not been timely notified of opposition by shareholders, in accordance with paragraph 1 of Article 37; and V – no public offering of distribution of shares issued by the company has occurred since the most recent ordinary assembly.

Paragraph 1: Shareholders holding 0.5% (zero point five percent) or more of the share capital may oppose the exemption provided for in the main text through a written manifestation addressed to the investor relations director, up to twenty-five days before the date of holding the assembly.

Paragraph 2: Any requests for inclusion in the remote voting ballot of candidates for the board of directors and fiscal council or of a deliberation proposal, in accordance with Article 37, must, in the case provided for in this article, be presented together with the manifestation referred to in paragraph 1.

Paragraph 3: In the case of paragraph 1, the company must present the remote voting ballot up to 17 (seventeen) days before the date of holding the assembly.

7.2.3 Frequent questions regarding completion
Paragraphs 4 and 5 of Article 141 of Law No. 6,404/76

It is clarified that the system of adopting remote voting in shareholder assemblies of joint-stock companies registered with the CVM in category A and authorized by a market administrator entity to trade 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. Those entitled to elect and remove one member and their alternate from the board of directors, in a separate vote at the general assembly, excluding the controlling shareholder, are the majority of holders, respectively:
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, 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 respectively met 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 assembly, once the quorum is reached, by complying with the requirements of items I and II of paragraph 4 or paragraph 5, the indication of candidates for minority ordinary and/or preferred shareholders will 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 minority ordinary shareholders for the purpose of reaching the quorum necessary for the separate election, as permitted by paragraph 5 of Article 141 of Law No. 6,404/76.

Thus, it is recommended that, due to the impossibility of inserting into the remote voting ballot the matter regarding item 20 of Annex M of CVM Resolution No. 81/22 due to the absence of candidates indicated by preferred shareholders, the company should present to preferred shareholders, through a Simple Question or Simple Deliberation, the matter “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 respectively met the quorum required in items I and II of paragraph 4 of Article 141 of Law No. 6,404/76, do you wish for your vote to be aggregated with the votes of shares with voting rights in order to elect to the board of directors the candidate with the highest number of votes among all those, appearing in this remote voting ballot, competing in the separate election? [ ] Yes [ ] No [ ] Abstain”.

Within the scope of CVM Process No. 19957.004239/2022-0058, the CVM Collegiate Body, in a discussion initiated on 08/08/2023 and finalized on 12/05/2023, by majority, understood that “the manifestation of will to install the college for the separate election of the member of the council 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 council members in the remote voting ballot

Issuers whose bylaws establish a variable number of council members generally publish, in their proposal for the assembly, (i) the number of members they indicate, or are indicated by the controlling shareholder, to compose the board of directors, and (ii) as an item on the agenda, the deliberation on the fixing of the exact number of members. Notwithstanding, cases have been identified where this deliberation regarding the fixing of the number of council members was not included 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, in order to submit to the assembly the matter contained 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.

It is recommended that issuers highlight in the remote voting ballot which are the candidates for independent members of the company’s board of directors, in line with the identification already carried out in the administration’s proposal.

58 See https://conteudo.cvm.gov.br/decisoes/2023/20231205_R1/20231205_D2899.html.

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.

This system is integrated with the Empresas.NET System, so that, at the moment the company finishes filling out the ballot via CICORP, there will be its automatic transmission via 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 made in both the CICORP system and the Empresas.NET System.

The alteration of the remote voting ballot up to 20 (twenty) days before the assembly may 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 may 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 may be resubmitted by the company in exceptional situations, to correct a relevant error that hinders 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.

On 02/23/2022, the SEP published Circular Letter No. 1/2022-CVM/SEP (which can be accessed via the link https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0122.html), which deals with (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 translation of the ballot from Portuguese to English; 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 group of candidates different (even smaller) from that indicated in the simple election.

If the issuer cannot use the CICORP System for the preparation and sending of remote voting ballots and chooses to adopt them in their assemblies, they must prepare them in accordance with the guidelines of Annex M of CVM Resolution No. 81/22 and make them available to shareholders through the Empresas.NET System, in the category “Notice to Shareholders”, type “Other notices”, informing in the Subject field “Remote voting ballot for OGA” or “Remote voting ballot for EGA”, as applicable.

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, to the financial institutions contracted by the companies for the provision of securities registration services, or to the central depository where their shares are deposited.

Conflicting vote instructions are considered to be 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 for in paragraph 1 of Article 44 of CVM Resolution No. 81/22.

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

Pursuant to Article 48, paragraph 5, item I of CVM Resolution No. 81/22, if a shareholder who has submitted a remote voting ballot by any means attends the meeting and requests to vote in person, the votes shall not be considered conflicting. In such cases, the submitted ballot shall be disregarded, and the company shall count the vote cast in person.

Pursuant to item 2 of letter “a” of item II of Article 44 and letter “b” of item I of Article 45 of CVM Resolution No. 81/22, the central depository and the registrar, respectively, must send to the company, up to 48 hours before the date of the meeting, a synthetic map of the shareholders' voting instructions, identifying how many approvals, rejections, or abstentions each deliberated matter received and how many votes each candidate or slate received.

The company must disclose, up to 24 (twenty-four) hours before the meeting, through the Empresas.NET System (category “Meeting”, type AGO, AGE or AGOE”, species “Synthetic Map of the Central Depository”, “Synthetic Map of the Registrar” and “Synthetic Map of votes sent directly to the company”) and on its website, the synthetic voting maps received from the central depository, the registrar, and the votes sent directly to the company, as established in Article 46-B of CVM Resolution No. 81/22.

Furthermore, as provided in the caput of Article 46-C of CVM Resolution No. 81/22, up to the start of the meeting, the company must consolidate, making the necessary reconciliations and rejecting conflicting voting instructions, pursuant to Article 44, paragraphs 1 and 2 of CVM Resolution No. 81/22: (i) the analytical maps of the central depository, the registrar, and the votes sent directly to the company, resulting in a consolidated analytical map of remote voting instructions (“consolidated analytical map”); and (ii) the synthetic maps of the central depository, the registrar, and the votes sent directly to the company, resulting in a consolidated synthetic map of remote voting instructions, which identifies how many approvals, rejections, or abstentions each deliberated matter received and how many votes each candidate or slate received (“consolidated synthetic map”), which must be available for shareholders to consult at the meeting.

It is worth noting that the company that discloses, up to 24 (twenty-four) hours before the meeting, the consolidated synthetic map referred to in Article 46-C, item II, of CVM Resolution No. 81/22, through the Empresas.NET System, category: “Meeting”, type “AGO, AGE or AGOE”, species “Consolidated Synthetic Map”, and on its own website, is exempt from disclosing the synthetic maps provided for in items I to III of Article 46-B of CVM Resolution No. 81/22.

Companies that are temporarily without a contract with a financial institution for the provision of share registration services must comply with the obligations assigned to registrars, while this condition persists, pursuant to paragraph 5 of Article 27 of CVM Resolution No. 81/22. In this regard, such companies must make available, through the Empresas.NET System, the synthetic map of the registrar, as provided for in Article 46-B, item II, of CVM Resolution No. 81/22.

If there is no exercise of remote voting through service providers (custodians, registrar, and central depository), the company must send, through the Empresas.NET System, using the corresponding association, a document that explicitly states that there was no exercise of remote voting through service providers (registrar and/or central depository).

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

7.2.6 Remote voting exercised directly with the company

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 mail or electronically, observing, if any, the guidelines contained in the convening notice or other documents and information made available to shareholders.

Regarding the formalities to be required by companies for the identification of the shareholder, CVM Resolution No. 81/22 did not delimit a specific list of documents, leaving it to the company to specify these formalities, which, however, must not unjustifiably impede the shareholder's participation in the meeting through remote voting.

With regard to voting ballots of shareholders received directly, the company must notify the shareholder, within 3 (three) days of its 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 for the regularization of the vote (Article 46 of CVM Resolution No. 81/22).

Until the end of the deadline for receiving the remote voting ballot, the shareholder may send a new voting instruction to the company, which shall not be considered as a conflicting voting instruction, but rather as a rectification, pursuant to the sole paragraph of Article 46 of CVM Resolution No. 81/22.

It is recommended that, in the event that the shareholder does not fill out the ballot in its entirety or contains items filled out incorrectly, if the deadline for rectifying remote voting instructions is still in effect, the company must inform the shareholder of the inconsistencies found in the ballot and grant the shareholder the possibility of rectification. If the aforementioned deadline has already expired, the company shall count the items that were filled out correctly and reject the specific items in which problems in filling out were found.

The company must compile the voting instructions it received directly and produce (i) the analytical map of votes sent directly to the company; and (ii) the synthetic map of votes sent directly to the company, which identifies how many approvals, rejections, or abstentions each deliberated matter received and how many votes each candidate or slate received, as provided for in Article 46-A of CVM Resolution No. 81/22.

The above maps must consider the shareholding position of each shareholder as of the base date of the analytical maps of the central depository and the registrar.

It is recalled that, even if there was no exercise of remote voting, the company must send, through the Empresas.NET System, in the corresponding associations and within the deadlines provided for in CVM Resolution No. 81/22, a document that explicitly states that there was no exercise of remote voting.

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

7.2.7 Counting of votes in the general meeting

The shareholder who uses remote voting and whose voting ballot has been considered valid, or who has registered their presence in the electronic participation system for remote voting made available by the company, must be considered present at the respective meeting and a signatory to its minutes, pursuant to paragraph 1 of Article 47 of CVM Resolution No. 81/22.

In the event of an AGO/E, although the meetings take place on the same day, their respective quorums (AGO and AGE) must be counted separately.

Thus, a shareholder who may fill 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 applying to that who casts votes in the remote voting ballot regarding the AGE and does not fill out the AGO voting ballot.

Paragraph 1 of Article 48 of CVM Resolution No. 81/22 provides that the voting instruction originating from a specific CPF or CNPJ must be attributed to all shares held by that CPF or CNPJ, according to the shareholding positions provided by the registrar, on the date of the meeting.

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 originating from the registrar must prevail in the counting of votes to the detriment of those received directly by the company, as provided for in paragraph 2 of Article 48 of CVM Resolution No. 81/22.

As provided for in the caput of Article 46-C of CVM Resolution No. 81/22, up to the start of the meeting, the company must consolidate, making the necessary reconciliations and rejecting conflicting voting instructions, pursuant to Article 44, paragraphs 1 and 2 of CVM Resolution No. 81/22: (i) the analytical maps of the central depository, the registrar, and the votes sent directly to the company, resulting in a consolidated analytical map of remote voting instructions, “consolidated analytical map”; and (ii) the synthetic maps of the central depository, the registrar, and the votes sent directly to the company, resulting in a consolidated synthetic map of remote voting instructions that identifies how many approvals, rejections, or abstentions each deliberated matter received and how many votes each candidate or slate received, which must be available for shareholders to consult at the meeting.

With regard to the method of counting votes in the general meeting, pursuant to paragraph 5 of Article 48 of CVM Resolution No. 81/22, remote voting instructions from shareholders shall be disregarded: (i) or representatives of shareholders who, attending the meeting in person, request to vote in person; (ii) who 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; and (iii) who are not eligible to vote in the meeting or in the respective deliberation.

In this sense, the company must count votes, pursuant to Article 48 of CVM Resolution No. 81/22, as follows: (i) the consolidated analytical map; and (ii) the voting manifestations presented by shareholders present at the meeting.

It is recalled that CVM Resolution No. 81/22 provides rules for rounding percentages when counting votes originating from remote voting ballots, notably in issues 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 processed 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 for a cutoff date for the determination of shareholders eligible to participate in the meeting. There was no change in this regard in the procedures normally applied in the meeting, which shall continue to observe the provisions of Article 126 of the Corporate Law.

Thus, if the shareholder alienates shares between the date of transmission of the voting instruction (remote voting ballot) and the date of the meeting, only the votes of the shares that remain in their ownership shall be counted, being the company's responsibility to verify this balance at the time of the meeting.

As provided for in item I, of paragraph 6, of Article 48 of CVM Resolution No. 81/22, until the next business day following the holding of the meeting, the company must disclose through the Empresas.NET System, category “Meeting”, type “AGO”, “AGE” or “AGO/E”, species “Final summarized voting map”, and on its own website, consolidating the votes cast remotely and the votes cast in person, as counted in the meeting, identifying how many approvals, rejections, or abstentions each matter received and how many votes each candidate or slate received.

Furthermore, pursuant to item II, of paragraph 6, of Article 48 of CVM Resolution No. 81/22, within 7 (seven) business days after the holding of the meeting, the company shall disclose through the Empresas.NET System, category “Meeting”, type “AGO”, “AGE” or “AGO/E”, species “Final detailed voting map”, consolidating the votes cast remotely and the votes cast in person, as counted in the meeting, containing the first 5 numbers of the registration in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, the vote cast by him regarding each matter, the information about the shareholding position, and, if there were disregarded votes, the quantity of such votes and the indication of the reason for disregarding them.

The disclosure of the final summarized voting map or the final detailed voting map as attachments to the summary of the meeting decisions or to the meeting minutes, respectively, does not exempt the obligation to disclose them in their specific associations in the Empresas.NET System.

It is necessary that the deliberation questioning whether shareholders wish for their shares to compose the quorum for the formation of a separate election be included in the map provided for in Article 48, paragraph 6, of CVM Resolution No. 81/22, whether or not the quorum was reached.

In this sense, the information regarding the aforementioned deliberation shall be included in the final detailed voting map, regardless of whether the separate election occurred.

Pursuant to paragraph 7 of Article 48 of CVM Resolution No. 81/22, the company that discloses the final detailed voting map until the next business day following the holding of the meeting is exempt from delivering the final summarized voting map.

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

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, remaining valid the votes cast in the same ballot regarding other matters.

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, have opted to “ABSTAIN” in the item of prior distribution of votes to the candidates informed in the ballot, are considered abstention in the respective deliberation of the meeting, so that the votes of such shareholders are not counted in the quorum for deliberation and, therefore, these shareholders do not participate in the election of members of the board of directors.

Thus, considering that multiple voting is not an institute commonly found in the legislation of other jurisdictions, for better understanding by shareholders, companies must detail the voting procedure in the convening material of the general meeting, making it clear that the votes of shareholders who fall under the hypothesis mentioned in the previous paragraph will be disregarded.

As provided for in Article 49 of CVM Resolution No. 81/22, voting instructions that have already been sent before the date of holding the meeting originally indicated in the first call may be normally considered in the event of a second call of the meeting, provided that the installation of the meeting in the second call does not exceed 30 (thirty) days from the date on which the meeting would originally be held and the content of the remote voting ballot has not been altered.

7.2.8 Proof of uninterrupted ownership of shares in separate election of the board of directors in the case of remote voting

Pursuant to paragraph 6 of Article 141 of Law No. 6.404/76, only shareholders who prove uninterrupted ownership of the shareholding required during a period of at least 3 (three) months, immediately prior to the holding of the general meeting, may exercise the right to elect and remove a member and their alternate from the board of directors, in a separate vote.

CVM Resolution No. 204/24, in force from 02.01.2025, amended CVM Resolution No. 81/22, in order to, among other matters, regulate this subject.

By issuing the aforementioned CVM Resolution No. 204/24, the CVM considered that “currently, it is possible and usual for companies to consult daily information about the composition of their shareholder bases, which allows them to verify whether the shareholder maintained or not the participation required for the minimum period. Despite this, there are still cases where companies, under the argument that, according to the Law, the obligation to prove ownership lies with the shareholder, raise objections to the exercise of the prerogative provided for in Article 141, paragraph 4, by shareholders who do not present documentation demonstrating the ownership of the shares for the 3-month period.”

As stated in Public Consultation SDM No. 001/23, “the CVM agrees with the argument that the proof of uninterrupted ownership lies with the shareholder and does not wish to transfer this burden to the company, but understands that this does not authorize the conclusion that the company may deny the shareholder the exercise of a right through the requirement of proof of facts that it knows beforehand to be true.”

Thus, paragraph 5 of Article 6 of CVM Resolution No. 81/22, inserted through CVM Resolution No. 204/24, reflects this understanding in the regulation, clarifying that “it is forbidden for the company to condition the exercise of rights by the shareholder in the meeting to the presentation of documents to prove circumstances related to the ownership of shares that can be objectively verified based on the ownership records already held by the company, including those that have been transmitted to them by the central depository and the registrar.”

Article 44, paragraph 2-A, as well as Article 45, paragraph 1, both of CVM Resolution No. 81/22, when dealing with the analytical maps sent to the company, provide that, in cases where the meeting has been convened to elect members of the board of directors, these maps must contain, regarding each shareholder, the lowest balance of shares held by them in the 90 days prior to the meeting. This will allow the company to know before the meeting the quantity of shares maintained uninterruptedly by the shareholder during the period.

Thus, by virtue of Article 6, paragraph 5, proposed for CVM Resolution No. 81/22, if this quantity of shares is greater than the quantity of shares necessary to exercise the right provided for in Article 141, paragraph 4, of Law No. 6.404/76, the company shall not present obstacles to the exercise of this right based on paragraph 6 of the same Article 141.

7.2.9 Presentation of documents

For the sending of documents through the Empresas.NET System, the following associations must be used (the articles cited in the table below refer to CVM Resolution No. 81/22):

Category	Type	Species	Deadline
Before the Meeting	AGO, AGO/E, AGE*	Remote voting ballot	Up to 1 month before the meeting (Article 26, paragraph 1, item I and I “a”) *in AGE for deliberation on election (Article 26, paragraph 1, item I and I “b”)
Before the Meeting	AGE	Remote voting ballot	Up to 21 days before the meeting (Article 26, paragraph 1, item II)
Before the Meeting	AGO, AGE, AGO/E	Synthetic map of the central depository; Synthetic map of the registrar; and Synthetic map of votes sent directly to the company	Mandatory delivery: 24 hours before the meeting (Articles 46-B, items I to III)
Before the Meeting	AGO, AGO/E, AGE	Consolidated synthetic map	Optional delivery: 24 hours before the meeting (Article 46-C, item II)
After the Meeting	AGO, AGO/E, AGE	Final summarized voting map	Mandatory delivery: until the next business day following the holding of the meeting (Article 48, paragraph 6, item I)
After the Meeting	AGO or AGO/E	Final detailed voting map	Mandatory delivery: up to 7 business days after the date of the meeting (Article 48, paragraph 6, item II)

It is emphasized that, if the company makes available the consolidated synthetic map, within 24 hours before the meeting, as provided for in Article 46-C, item II of CVM Resolution No. 81/22, which reflects the

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 consolidation and reconciliations of the synthetic maps of the central depository, the registrar, and the votes sent directly to the company, will be exempt from disclosing the synthetic maps provided for in Article 46-B, items I to III of CVM Resolution No. 81/22. The company will also be exempt from presenting the final summarized voting map, if it presents the final detailed voting map by the next business day following the holding of the assembly, as provided for in paragraph 7 of Article 48 of CVM Resolution No. 81/22. Regarding associations for sending voting maps via the Empresas.NET System, the SEP published Circular Letter No. 1/2025-CVM/SEP on 05.02.2024, which can be accessed at the electronic address https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0125.html.

7.3 Abuse of voting rights and conflict of interests (Article 115, paragraph 1, of Law No. 6,404/76)
As provided for in paragraph 1 of Article 115 of Law No. 6,404/76, the shareholder may not vote on the general assembly 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 on any others that could benefit them in a particular manner, or in which they have an interest conflicting with that of the company. The CVM Collegiate Body, in a judgment held on 28.11.2017 (CVM Administrative Sanctioning Process No. RJ2014/10556), understood that the shareholder who is also an administrator is, under Article 115, paragraph 1, of Law No. 6,404/76, prohibited from voting regarding the filing of a liability action against themselves (Article 159 of Law No. 6,404/76)59. It is worth highlighting that, according to the Collegiate Body's decision, the fact that the accused resigned from the position of administrator before the holding of the general assembly does not alter 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 filing of a liability action against another administrator, even if that administrator was elected with their favorable votes, or even appointed by them. At the same time, the Collegiate Body reiterated the understanding already expressed in the records of CVM Administrative Sanctioning Process No. RJ2014/10060, judged on 10.11.201560, to the effect that the shareholder-administrator is also prohibited, under 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.

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.

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 Notwithstanding the precedent cited above, regarding the possibility of an administrator voting on the filing of a liability action against themselves (Article 159 of Law No. 6,404/76), the Collegiate Body expressed itself, in a judgment initiated on 23.05.2023 and finalized on 05.09.2023, within the scope of CVM Administrative Sanctioning Process No. 19957.008172/2021-9361, to the effect that:
(i) the conflict of interest scenarios of Article 115, paragraph 1, of Law No. 6,404/76 must be interpreted according to the material/substantive thesis, in line with prevailing doctrine and with the most recent positions established by the CVM Collegiate Body; (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 on such deliberations; and (iii) the shareholder/administrator who decides to vote on deliberations regarding the filing 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, although the vote of the shareholder/administrator may 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 evidence that the exercise of the voting right by the shareholder/administrator is aligned 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 designated to evaluate the subject. In a decision of 13.11.2020, the Collegiate Body, by majority, within the scope of CVM Process No. 19957.005563/2020-7562, expressed itself to the effect that the characterization of particular benefit, for there to be a voting impediment, “must result from the condition of shareholder 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 encompasses indirect benefits, lest it be confused with the concept of conflicting interest, a distinct scenario of voting impediment under Article 115, paragraph 1, of Law No. 6,404/76.

7.4 Merger, consolidation, and spin-off
The administrative bodies or partners of the companies involved in merger, share merger, consolidation, or spin-off operations 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.

61 See https://conteudo.cvm.gov.br/sancionadores/sancionador/2023/20230905_PAS_19957008172202193.html. 62 See https://conteudo.cvm.gov.br/decisoes/2020/20201113_R1/20201113_D1979.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 situations where at least one of the issuers is registered in Category A, CVM Resolution No. 78/22 also applies.
In the case of merger, consolidation, and share merger involving a controlling company and a controlled company or companies under common control, the justification presented to the general assembly of the controlled company must contain, in addition to the information provided for in Articles 224 and 225, the calculation of the exchange ratios of the shares of the non-controlling shareholders of the controlled company based on the net asset value of the shares of the controlling and controlled companies, with the two net assets evaluated according to the same criteria and on the same date, at market prices, or based on discounted cash flow, or still, another criterion accepted by the CVM, in the case of public 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. 19957.011351/2017-2163, by unanimity, the Collegiate Body expressed that Article 264 of Law No. 6,404/76 is inapplicable in operations of merger of a wholly-owned subsidiary by a public controlling 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. The Collegiate Body understood, on 29.11.2023, within the scope of CVM Process No. 19957.012824/2023-5664, that “the use of distinct methodological criteria for the evaluation of each of the net assets of the controlling/acquiring and controlled/acquired companies, for the purposes of Article 264 of the LSA, is a measure that prejudices the comparative function of this evaluation 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 recorded that the operation must be disclosed in accordance with the regulations in force, which currently include Law No. 6,404/76 and CVM Resolution No. 44/21, so 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 incumbent upon the company's administration to evaluate the convenience and opportunity of disclosing the aforementioned relevant fact. CVM Resolution No. 81/22 has an annex (Annex I) that deals with assemblies that may deliberate on merger, spin-off, merger, and share merger 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 in the Empresas.NET System, category “Assembly”, type “AGE” or “AGO/E”, species “Management Proposal”, subject “Merger”, “Spin-off”, “Merger” or “Share Merger”. Among such information, the following stand out:
a) the protocol and justification, which, according to usual practice of public companies, may be contained in a single document;

63 See https://conteudo.cvm.gov.br/decisoes/2018/20180215_R1/20180215_D0947.html. 64 See https://conteudo.cvm.gov.br/decisoes/2023/20231129_R1/20231129_D2968.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 b) copies of studies, presentations, reports, opinions, opinions, or appraisal 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 in the extraordinary general assembly must be made available to shareholders. In this sense, in addition to the already mentioned documents, all relevant information must be disclosed so that shareholders can make an informed decision, such as (i) eventual 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 relationship with the business combination; and (iii) proposal for modification of administrator remuneration in the context of corporate restructuring. The exchange 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), as well as 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 exchange ratios must also be disclosed. Under paragraph 2 of Article 264 of Law No. 6,404/76, the evaluation of the net assets of the companies in merger or consolidation operations involving controlling and controlled companies or companies under common control will be carried out by a specialized company, in the case of public companies. 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 latter deadline may be extended to 360 (three hundred and sixty) days, at the discretion of the administrators of the public 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. 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, as per art. 6, § 1, of CVM Resolution 78/2022. Additionally, Article 7 of CVM Resolution No. 78/22 establishes that 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 subject to reasonable assurance by an independent auditor registered with the CVM, in accordance with CVM Resolution No. 151/22.
Article 16 of CVM Resolution No. 78/22 further provides that the obligations provided for in Chapter III do not apply to mergers or share mergers of closed companies by an issuer of securities registered in Category A, provided that the operation does not represent a dilution greater than 5% (five percent).

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 worth highlighting, furthermore, the recommendations of CVM Advisory Opinion No. 35/08 directed at merger, consolidation, and share merger 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 nor 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 expressed itself, in a Market Communication of 27.05.200965, to the effect that one of the recommendations contained in the aforementioned Opinion concerns the constitution of an independent committee for negotiating the conditions of the operation, so that its constitution for mere confirmation of a previously established exchange ratio distorts the purposes of such body. Additionally, it is recommended that the deliberations and negotiations regarding the operation be duly documented, among other procedures, through the preparation of minutes of all meetings, in order to support any analysis of the compliance with fiduciary duties provided for in Law by members of the board of directors and the independent committee. The disclosure of 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 is not recommended, as this disclosure at an earlier stage may, even influence the quotation of the shares issued by 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. In cases where the merger, consolidation, or spin-off operation entails the right of withdrawal, public 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 the aforementioned Resolution, in the manner described in this Circular Letter (see item 4.2). Note, however, that in cases of capital increase or decrease exclusively due to merger, consolidation, 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 society.

65 See https://www.gov.br/cvm/pt-br/assuntos/noticias/manifestacao-de-entendimento-sobre-aplicacao-do-parecer-deorientacao-n-35-08-35f8f5c4f30947178fdceec669cc51e1.

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 this context, regardless of whether the operation falls within the scenarios 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 Advisory 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 sufficient time to perform their function; (iii) have the deliberations and negotiations duly documented, for subsequent verification; (iv) evaluate 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 a public company
Article 256 of Law No. 6,404/76 determines that the purchase, by a public company, of the control of any commercial company, will depend on the deliberation of the general assembly of the purchaser, specially convened to review 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 an 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, with the net assets 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 public companies acquire commercial companies through their controlled, affiliated, or wholly-owned subsidiaries, which are closed companies or present another corporate type. Notwithstanding, 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 societies was to the detriment of the legitimate interests of the other shareholders of the public company. Regarding the disclosure of relevant facts or market communications regarding operations for the acquisition of a commercial company, at the moment 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, eventual stages of an eventual restructuring, uncertainties and contingencies

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

related to the operation, in addition to the eventual classification under the hypotheses provided for in Article 256 of Law No. 6,404/76), it is 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.

In this sense, it is recommended to read item 4.1.2 of this Circular Letter.

Additionally, in its paragraph 2, Article 256 provides that “if the acquisition price exceeds one and a half times the highest of the three values referred to in item II of the caput [average quotation, adjusted book value 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 resolution of the general meeting that approves it shall have the right to withdraw from the company through reimbursement of the value of their shares, in accordance with Article 137, observing the provisions of its item II.”

In view of the above, when disclosing the acquisition of a commercial company, the public company must inform whether the acquisition was carried out by the public company itself or through a controlled, affiliated, or wholly-owned subsidiary, as well as whether the operation will be submitted to the resolution of the general meeting of shareholders and whether it will entail 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 a minimum, the information necessary to prove whether or not it is a case for holding a meeting and granting the right of withdrawal.

If the operation is to be the subject of a meeting resolution, the period in which the meeting is intended to be held must be informed. Registered companies in category A to which CVM Resolution No. 81/22 applies must, as provided for in Article 20 of said Resolution, disclose, at a minimum, the information provided for in its Annex G, in the manner oriented in this Circular Letter (see item 4.2).

Even if 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 call for the meeting, 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 evaluation 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 items “a”, “b”, and “c” of item II of the caput of the same article, must be sent, via the Empresas.NET System, in the 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 after the completion of the operation.

If the operation entails the exercise of the right of withdrawal, it must also be informed: (a) which shareholders may exercise the right of withdrawal, should they dissent from the resolution of the meeting, to be called to ratify this acquisition (see item 7.7); (b) the refund value, in reais (R$) per share; and (c) the deadline and procedures that dissenting shareholders must adopt to manifest their position.

In these cases, public 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 Letter (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 the Empresas.NET System, category “Meeting”, 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 withdrawal right 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 in the general meeting gives rise to a right of withdrawal, the company must inform, at a minimum, the shares and classes to which withdrawal applies, the date that will be used to identify shareholders who may exercise the right of withdrawal, the refund value per share and its method of calculation, the deadlines and procedures that shareholders of that company, dissenting from the resolution of the said meeting, must adopt to exercise the right of withdrawal, as well as (i) whether the exercise of the withdrawal right will be exclusively on the total number of shares or whether it will also be permitted to exercise it on part of the shares held, and (ii) whether uninterrupted ownership is necessary for the exercise of the right of withdrawal, from the date of identification of shareholders with the right to manifest their dissent until the day of exercising such right.

The objective of the above guidance is to provide all necessary information for investors to make a considered and informed decision, without prejudice to the possibility of CVM 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 a resolution of the meeting, including the holder of preferred shares without voting rights, may exercise the right to reimbursement of the shares of which they were proven to be the holder on the date of the first publication of the call notice for the meeting, or on the date of communication of the relevant fact subject to the resolution, if earlier.”

By “date of communication of the relevant fact” should be understood the date of disclosure of the relevant fact in the electronic system available on the CVM website 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 applicable to shares acquired up to the day before the publication of the first call notice for a meeting or 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 stipulates that, in the cases mentioned in items IV and V of Article 136 of the same Law, the holder of shares of a species or class that has liquidity and dispersion in the market will not have the right to withdraw, considering that:
a) liquidity exists when the species or class of shares, or the 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 CVM; b) dispersion exists when the controlling shareholder, the controlling company, or other companies under its control hold less than half of the species or class of shares.

Annual Circular 2026 CVM/SEP

COMISSÃO DE VALORES MOBILIÁRIOS

7 Relevant Corporate Events and Other Guidance

7.1 Common Guidelines for Ordinary and Extraordinary General Meetings

7.1.1 Representation of shareholders at a meeting

7.1.2 Public requests for proxy

7.1.3 Request for a list of shareholders' addresses (Article 126, paragraph 3, of Law No. 6.404/76)

7.1.4 Installation of the fiscal council and election of its members

7.1.5 Election of members of the board of directors

7.1.6 Plural voting

7.2 Remote Voting – CVM Resolution No. 81/22

7.2.1 Scope of CVM Resolution No. 81/22

7.2.2 Remote voting ballot

7.2.3 Frequently asked questions regarding completion

7.2.4 CICORP system and integration with the Empresas.NET System

7.2.5 Remote voting exercised through service providers

7.2.6 Remote voting exercised directly by the company

7.2.7 Tallying of votes at the general meeting

7.2.8 Proof of uninterrupted ownership of shares in a separate election of the board of directors in the case of remote voting

7.2.9 Presentation of documents

7.3 Abuse of voting rights and conflict of interest (Article 115, paragraph 1, of Law No. 6.404/76)

7.4 Merger, consolidation, and spin-off

7.5 Acquisition of a commercial company by a publicly-held company

7.6 Conversion of shares

7.7 Right of withdrawal

7.8 Capital increase by private subscription

7.8.1 Surplus of shares in a capital increase with credits

7.9 Capital reduction

7.10 Share grouping

7.11 Trading blackout period

7.12 Transactions with related parties

7.13 Indemnity commitments

7.14 Trading in own-issued shares

7.14.1 Competence for approval

COMISSÃO DE VALORES MOBILIÁRIOS

7.14.2 Limitations

7.14.3 Economic and political rights of treasury shares

7.14.4 Monthly information on transactions carried out

7.15 Dividends on preferred shares (Article 203 of Law No. 6.404/76)

7.16 Communication regarding non-payment of mandatory dividend due to the company's financial situation

7.17 Late, corrective, or supplementary declarations of dividends

7.18 Competence of the board of directors to deliberate on the issuance of debentures

7.19 Composition of the executive board

7.20 Request for certificates of entries in the corporate books (Article 100 of Law No. 6.404/76)

7.21 Admission of shareholders in a wholly-owned subsidiary (Article 253 of Law No. 6.404/76)

7.22 Acquisition of own-issued debentures

7.23 Duties and responsibilities of administrators and controlling shareholders

7.24 Liability action against the controlling shareholder

7.25 Suspension of shareholders' rights

7.26 Other guidance

8 Complaints and Reports, Appeals, Inquiries, Requests for Interruption or Suspension of Meetings, Hearings, and Requests for Review of Processes, Commitment Term Proposals, Time Calculation, Information Access Requests, and LGPD

8.1 Complaints and reports involving companies

8.2 Appeals against decisions or statements of understanding by the SEP

8.3 Inquiries from publicly-held, foreign, and incentivated companies registered with the CVM

8.4 Requests for interruption or postponement of the meeting call deadline

8.5 Responses to questions from the SEP

8.6 Requests for hearings by individuals

8.7 Request for review of a process

8.8 Commitment term

8.9 Time calculation

8.10 Information access request

8.11 General Data Protection Law (LGPD)

9 Empresas.NET System for the Preparation and Delivery of Information

COMISSÃO DE VALORES MOBILIÁRIOS

10 Guidelines for Preparing the Reference Form

10.1 Guidelines applicable to the entire reference form

10.1.1 General rules on the preparation and disclosure of information

10.1.2 Field "Other information deemed relevant"

10.1.3 Scope and content of information provided

10.1.4 Information not applicable

10.2 Guidelines for completing the reference form

10.2.1 Issuer's activities (section 1)

10.2.1.1 Issuer's history (item 1.1)

10.2.1.2 Main activities developed by the issuer and its controlled companies (item 1.2)

10.2.1.3 Information on the issuer's operational segments (item 1.3)

10.2.1.4 Information on products and services related to the operational segments disclosed in item 1.3 (item 1.4)

10.2.1.5 Information on the effects of state regulation on the issuer's activities (item 1.6)

10.2.1.6 Environmental, social, and corporate governance (ESG) information (item 1.9)

10.2.1.7 Information related to mixed-economy companies (item 1.10)

10.2.1.8 Extraordinary business and corporate transactions (items 1.11 to 1.15)