ANNUAL CIRCULAR LETTER 2022 - CVM/SEP

Rio de Janeiro, February 24, 2022.

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

Dear Investor Relations Director/Legal Representative,

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

Through this document, the SEP also intends to foster the disclosure of corporate information in a manner consistent with best corporate governance practices, aiming for transparency and equity in relationships with investors and the market, as well as to minimize any deviations and, consequently, reduce the need for formulation of requirements and the application of conditional fines and 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 Collegiate Board, and the update of corporate legislation and regulation must be observed, especially those that occurred after the present date.

The annual update of this Circular Letter benefits from the collaboration of all components of the Corporate Relations Superintendence, and the involvement of analysts, inspectors, managers, and assistants is of fundamental importance.

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

Regarding accounting matters, reading the SNC/SEP Circular Letters:
http://conteudo.cvm.gov.br/legislacao/index.html?buscado=true&contCategoriasCheck=1&vi mDaCategoria=/legislacao/oficios-circulares/snc-sep/;
Regarding other matters, consultation of 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, consultation of the public hearing reports:
http://conteudo.cvm.gov.br/audiencias_publicas/index.html;
Regarding best corporate governance practices, consultation of the Brazilian Corporate Governance Code:
https://conhecimento.ibgc.org.br/Paginas/Publicacao.aspx?PubId=21138; and
Regarding issues of a socio-environmental nature:

(i) Positive Governance Agenda: Measures for a governance that inspires, includes and transforms, from the Brazilian Institute of Corporate Governance (IBGC), available at https://conhecimento.ibgc.org.br/Paginas/Publicacao.aspx?PubId=24360;

(ii) B3 ESG Products and Services, available at:
https://www.b3.com.br/pt_br/b3/sustentabilidade/produtos-e-servicos-esg/guias-e-publicacoes/; and

(iii) publication Capital Markets and SDGs in partnership with B3, CVM, GRI and UN Global Compact Brazil Network, available at http://www.b3.com.br/data/files/51/94/4D/DC/A4887610F157B776AC094EA8/Merca do_de_Capitais_e_ODS.pdf.

It is emphasized, finally, that CVM Resolution No. 59/21 (which amends CVM Instructions No. 480/09 and No. 481/09) enters into force only on 02.01.2023, and CVM Resolution No. 60/21 (which provides for companies securitizing credit rights registered with the CVM) enters into force on 02.05.2022.

Sincerely,

FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations

Summary

1 The Corporate Relations Superintendence..........................................................................................14
1.1 Digital signature in SEP services.........................................................................................................17
2 Issuer Registration ....................................................................................................17
2.1 Issuer categories......................................................................................................................................17
2.2 Issuer registration request.................................................................................................................18
2.3 Obtaining login, password and code by new companies for use of the
Empresas.NET System..............................................................................................................................................19
2.4 Inclusion of the company in the Empresas.NET System .............................................................................20
2.5 Sending of documents........................................................................................................................20
2.6 Inspection fee .....................................................................................................................................21
2.7 Resubmission of documents.........................................................................................................22
2.8 Financial statements presented in the registration request.......................................................................22
2.9 After the granting of public company registration...........................................................................24
2.10 Additional guidelines ........................................................................................................................24
2.11 Registration update........................................................................................................................26
2.12 Issuers of securities deposit certificates (BDR) .................................................27
2.13 Category conversion requests...................................................................................................30
2.14 Consequences of non-delivery of information .................................................................................30
2.15 Conditional fines............................................................................................................................31
2.16 Appeal against the application of a conditional fine.................................................................................32
2.17 Publication of the list of delinquent issuers............................................................................34
2.18 Ex officio suspension of issuer registration........................................................................................34
2.19 Ex officio cancellation of issuer registration due to information delinquency..........................34
2.20 Sanctioning administrative process .................................................................................................35
2.21Other grounds for cancellation of registration ..................................................................................35
2.21.1Voluntary cancellation of registration ..........................................................................................35
2.21.2Ex officio cancellation of the issuer's registration due to its extinction.............................38
3 Periodic Information...............................................................................................39
3.1 Management report .........................................................................................................................39
3.2 Financial statements.........................................................................................................................40
3.2.1..Financial institutions authorized to operate by the Central Bank of Brazil..........................46

3.2.2..Advance disclosure of financial information....................................................................47
3.2.3..Capital budget...................................................................................................................48
3.2.4..Integrated Report – start of validity of CVM Resolution No. 14/20............................................49
3.2.5..Relevant aspects to be observed in the preparation of Explanatory Notes and the
Management Report ....................................................................................................................49
3.3 Periodic forms........................................................................................................................50
3.3.1..Registration Form ....................................................................................................................50
3.3.2..Reference Form.............................................................................................................51
a. Annual delivery of the Form...........................................................................................................51
b. Update of the Reference Form .......................................................................................52
c. Resubmission of the Reference Form due to public distribution registration .................55
3.3.3..Standardized Financial Statements – DFP........................................................................56
3.3.4..Quarterly Information – ITR......................................................................................................57
3.3.5..Securitization company report...........................................................................................................59
3.3.6..Report on Brazilian Corporate Governance Code – Public Companies..............59
3.4 Ordinary General Assembly – OGA......................................................................................................60
3.4.1..Notice of article 133 of Law No. 6.404/76............................................................................61
3.4.2..Management proposal for OGA.........................................................................................62
a. Issuers registered in Category A to which CVM Instruction No.
481/09 applies...................................................................................................................................................62
b. Issuers registered in Category B and in Category A for which CVM Instruction No. 481/09 does not apply .....................................................................................................................67
3.4.3..Notice of OGA summons ......................................................................................................67
3.4.4..Summary and minutes of the OGA ..................................................................................................70
3.4.5..Remuneration of administrators/fiscal councilors............................................................70
3.5 Report and communications of the fiduciary agent ..................................................................................72
4 Main Occasional Information....................................................................................73
4.1 Act and relevant fact.............................................................................................................................73
4.1.1..Distinction between Relevant Fact and Market Notice ......................................................78
4.2 Extraordinary General Assembly (EGA), Special Assembly (AGESP), Debenture Holders' Assembly (AGDEB) and Holders' Assembly of Agricultural Receivables Certificates
(AGCRA) or Real Estate (AGCRI)..................................................................................................................79
4.2.1..Notice of summons for EGA, AGESP, AGDEB, AGCRA or AGCRI ..............................................80
4.2.2..Management proposal for EGA, AGESP, AGDEB, AGCRA or AGCRI .................................84
a. Management Proposal – Category A – companies authorized by a market administrator entity to trade shares on a stock exchange and having
shares in circulation..............................................................................................................................84

b. Management Proposal – Category B and companies in Category A for which
CVM Instruction No. 481/09 does not apply .................................................................................................88
4.2.3..Summary and minutes of the EGA, AGESP, AGDEB, AGCRA or AGCRI ..........................................................88
4.3 Projections.............................................................................................................................................89
4.4 Shareholders' agreement ...........................................................................................................................91
4.5 Group convention............................................................................................................................92
4.6 Bankruptcy requests and judgments..........................................................................................................92
4.7 Requests and judgments involving judicial and extrajudicial reorganization ...............................................92
4.8 Negotiations by administrators, persons related to them and subsidiaries, affiliates and
the company itself with securities issued by the company...............................................................................93
4.9 Relevant negotiations.......................................................................................................................95
4.9.1..Recipient of the obligation ............................................................................................................96
4.9.2..Object of the relevant participation ................................................................................................96
a. Shares...............................................................................................................................................96
b. Financial derivative instruments and other securities referenced in
shares.....................................................................................................................................................96
c. ADR, GDR and BDR ..............................................................................................................................97
d. Share lending......................................................................................................................98
e. Indirect participation .......................................................................................................................98
4.9.3..Calculation of increase or decrease in participation........................................................................99
4.9.4..Group of persons acting in concert or representing the same interest ......................101
4.9.5..Responsibility of the administrator or manager..........................................................................102
4.9.6..Time and form of disclosure...............................................................................................103
4.9.7..Content of the declaration of increase and decrease in participation............................................104
4.9.8..Disclosure of the declaration by non-resident investor...........................................................105
4.10 Negotiation policy.......................................................................................................................105
4.11 Investment plan.......................................................................................................................106
4.12 Disclosure policy........................................................................................................................107
4.13 Bylaws ...................................................................................................................................109
4.14 Meetings of the Board of Directors and the Fiscal Council ........................................................109
4.15 Communication of auditor change...............................................................................................110
4.16 Communication on transactions between related parties ..............................................................111
4.17 Communication regarding indemnity contracts ............................................................................115
4.18 Stock-based remuneration plans ....................................................................................115
4.19 Results release........................................................................................................................116
4.20 Presentation material to analysts / market agents ...........................................................116

4.21 Market maker.......................................................................................................................117
4.22 Installation of the Statutory Audit Committee and election of its members ....................................118
4.23 Communication regarding the holding of lives.......................................................................................118
5 Guidelines Common to Periodic and Occasional Information ......................................120
5.1 Cooperation Agreement CVM and B3 – Brasil, Bolsa, Balcão (B3).......................................................120
5.2 General guidelines.............................................................................................................................120
5.3 Obligation to maintain a page on the world wide web..........................................123
5.4 Confidentiality request .............................................................................................................123
5.5 Documents in foreign language ..................................................................................................124
6 Special Rules on Issuers...............................................................................125
6.1 Issuers with large exposure to the market..................................................................................125
6.2 Issuers in special situation ........................................................................................................125
6.2.1..Issuers in extrajudicial reorganization ...................................................................................125
6.2.2..Issuers in judicial reorganization............................................................................................126
6.2.3..Issuers in bankruptcy ................................................................................................................127
6.2.4..Issuers in liquidation ............................................................................................................127
7 Relevant Corporate Events and Other Guidelines.................................................128
7.1 Guidelines common to ordinary and extraordinary general assemblies.........................................128
7.1.1..Representation of shareholders in assembly ............................................................................128
7.1.2..Public requests for proxy ......................................................................................................129
7.1.3..Request for list of shareholders' addresses (article 126, paragraph 3, of Law No.
6.404/76) ...............................................................................................................................................131
7.1.4..Installation of the Fiscal Council and election of its members.......................................................132
7.1.5..Election of members of the Board of Directors................................................................136
7.2 Remote voting – CVM Instruction No. 481/09 ....................................................................................141
7.2.1..Scope of CVM Instruction No. 481/09........................................................................................141
7.2.2..Remote Voting Bulletin .......................................................................................................144
7.2.3..Frequent filling doubts .....................................................................................148
7.2.4..CICORP System and integration with the Empresas.NET System ...................................................149
7.2.5..Remote voting exercised through service providers......................................................150
7.2.6..Remote voting exercised directly......................................................................................151
7.2.7..Counting of votes in the general assembly ...................................................................................152
7.2.8..Proof of uninterrupted ownership of shares in separate election of the
Board of Directors in the case of remote voting.....................................................................154

7.2.9. Presentation of documents – demonstrative table ..........................................................156
7.3 Abuse of voting rights and conflict of interest (Article 115, paragraph 1, of Law No. 6.404/76)...................................................................................................................................................156
7.4 Incorporation, merger, and spin-off...............................................................................................................157
7.5 Acquisition of commercial companies by public companies................................................................160
7.6 Conversion of shares...........................................................................................................................162
7.7 Withdrawal rights..............................................................................................................................162
7.8 Capital increase by private subscription......................................................................................163
7.8.1..Surplus of shares in capital increases with credits.............................................................166
7.9 Capital reduction ............................................................................................................................167
7.10 Share grouping.......................................................................................................................167
7.11 Trading blackout period.....................................................................................................168
7.12 Transactions between related parties...............................................................................................171
7.13 Indemnity commitments ...........................................................................................................174
7.14 Trading in shares of own issuance ......................................................................................176
7.14.1Competence for approval ....................................................................................................177
7.14.2Limitations...................................................................................................................................178
7.14.3Economic and political rights of treasury shares ........................................................180
7.14.4Monthly information on transactions performed .........................................................................180
7.15 Dividends on preferred shares (Article 203 of Law No. 6.404/76) .................................................180
7.16 Communication regarding non-payment of mandatory dividend due to the company's financial situation...........................................................................................................................181
7.17 Late, corrective, or supplementary declarations of dividends............................................181
7.18 Competence of the Board of Directors to deliberate on the issuance of debentures...........181
7.19 Composition of the executive board ...................................................................................................181
7.20 Request for certificates of entries in social books (Article 100 of Law No. 6.404/76)..............................................................................................................................................182
7.21 Admission of shareholders in wholly-owned subsidiaries (Article 253 of Law No. 6.404/76) .............................185
7.22 Acquisition of debentures of own issuance .................................................................................186
7.23 Duties and responsibilities of administrators and controlling shareholders................................187
8 Complaints and Reports, Appeals, Inquiries, Requests for Interruption or Suspension of Meetings, Hearings, and Requests for Review of Processes, Proposals for Terms of Commitment, Calculation of Deadlines, Requests for Access to Information and LGPD

8.1 Complaints and reports involving companies .........................................................................187
8.2 Appeals against decisions or statements of understanding by the SEP ............................................188
8.3 Inquiries by public, foreign, and incentivized companies.......................................................189
8.4 Requests for interruption or suspension of the meeting convocation period..............................190
8.5 Communications with the SEP ..................................................................................................................191
8.6 Requests for hearings by individuals..........................................................................................191
8.7 Request for review of process..............................................................................................................192
8.8 Term of commitment.....................................................................................................................193
8.9 Calculation of deadlines..........................................................................................................................194
8.10 Request for access to information.........................................................................................................195
8.11 General Data Protection Law (LGPD)..............................................................................196
9 Empresas.NET System for the Preparation and Delivery of Information ..........................197
10 Guidelines for the Preparation of the Reference Form ......................................199
10.1Guidelines applicable to the entire Reference Form ..............................................................199
10.1.1General rules on the preparation and dissemination of information.............................................199
10.1.2Field "other information deemed relevant"....................................................................200
10.1.3Scope and content of information provided...............................................................200
10.1.4Information not applicable........................................................................................................201
10.2Guidelines for completing the Reference Form ...................................................201
10.2.1Identification of persons responsible for the content of the Form (section 1) ...................201
10.2.2Auditors (section 2).....................................................................................................................202
a. Information about independent auditors (item 2.1) ..........................................................202
b. Remuneration of independent auditors (item 2.2)................................................................203
c. Other information deemed relevant (item 2.3) ......................................................................204
10.2.3Selected financial information (section 3) .......................................................................204
a. Selected financial information (item 3.1)..........................................................................204
b. Non-accounting measurements (item 3.2)...............................................................................................205
c. Events subsequent to the latest financial statements closing the social year (item 3.3) ...................................................................................................................205
d. Description of the policy for the allocation of results (item 3.4) .....................................................205
e. Dividend distributions and profit retentions occurring in the last 3 social years (item 3.5) .........................................................................................................................................206
f. Issuer's debt level (item 3.7).............................................................................207
g. Issuer's obligations according to the nature and maturity date (item 3.8).................207
h. Other relevant information (item 3.9) ....................................................................................207
10.2.4Risk factors (section 4)...........................................................................................................208

a. Description of risk factors (item 4.1)......................................................................................208
b. Description of market risks (item 4.2)..................................................................................209
c. Judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties (item 4.3).........................................................................................................................210
d. Judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties and the opposing parties are administrators or former administrators, controlling shareholders or former controlling shareholders, or investors in the company or its controlled companies (item 4.4).............................................................................................................................................212
e. Information about relevant confidential proceedings in which the issuer or its controlled companies are parties that have not been disclosed in items 4.3 and 4.4 (item 4.5) .....................................214
f. Repetitive or connected judicial, administrative, or arbitral proceedings, which are not confidential and which together are relevant, in which the issuer or its controlled companies are parties (item 4.6)...................................................................................................................................214
g. Other relevant contingencies not covered by the previous items (item 4.7) .....................215
h. Foreign issuer (item 4.8) ......................................................................................................215
10.2.5Risk management and internal controls policy (section 5) ........................................215
a. Description of the risk factor management policy adopted by the issuer (item 5.1) 215
b. Description of the market risk management policy adopted by the issuer (item 5.2).............................................................................................................................................216
c. Internal controls (item 5.3) ........................................................................................................217
d. Internal integrity mechanisms and procedures adopted by the issuer (item 5.4) .........218
e. Comments on significant changes and expectations (item 5.5) ........................................218
10.2.6Issuer's history (section 6)...................................................................................................219
a. Brief history of the issuer (item 6.3) ...........................................................................................219
b. Information regarding bankruptcy petition, if based on a relevant value, or judicial or extrajudicial reorganization of the issuer, and regarding the current status of such requests (item 6.5).............................................................................................................................................219
10.2.7Issuer's activities (section 7).................................................................................................219
a. Main activities developed by the issuer and its controlled companies (item 7.1) .........................219
b. Information related to mixed-economy companies ........................................................220
c. Information about the issuer's operational segments (item 7.2) .............................................220
d. Information about products and services related to the operational segments disclosed in item 7.2 (item 7.3) .......................................................................................................221
e. Information about the effects of state regulation on the issuer's activities (item 7.5) 221
f. Information about socio-environmental policies (item 7.8)...............................................................221
10.2.8Extraordinary business (section 8)............................................................................................222
10.2.9Relevant assets (section 9).........................................................................................................223
a. Description of non-current assets relevant for the development of the issuer's activities (item 9.1).........................................................................................................223
10.2.10 Directors' comments (section 10) ....................................................................................223
a. Financial and equity conditions and Result of operations (items 10.1 and 10.2)..................224

b. Events with relevant effects, occurred and expected, in the financial statements (items 10.3) ..........................................................................................................................................225
c. Significant changes in accounting practices and Reservations and emphases present in the auditor's report (item 10.4)..........................................................................................................226
d. Critical accounting policies (item 10.5)..........................................................................................226
e. Other factors with relevant influence (item 10.9)....................................................................227
10.2.11 Projections (section 11)................................................................................................................227
a. Disclosure of Projection (item 11.1) ..............................................................................................227
b. Monitoring and alteration of disclosed projections during the last 3 social years (item 11.2)...............................................................................................................................................................228
10.2.12 General meeting and administration (section 12).........................................................................229
a. Description of the issuer's administrative structure (item 12.1).....................................................229
b. Description of the rules, policies, and practices regarding general meetings (item 12.2) .........................229
c. Description of the issuer's rules, policies, and practices regarding the Board of Directors (item 12.3) ..................................................................................................................230
d. Identification of administrators and members of the Statutory Audit Committee (item 12.5)............................231
e. Participation of members of the Board of Directors and the Statutory Audit Committee in meetings held by the respective body (item 12.6).......................................................................232
f. Identification of members of statutory committees and audit, risk, financial, and remuneration committees (item 12.7) ...........................................................................................232
g. Participation of committee members in meetings held by the respective body (item 12.8)233
h. Subordination, service provision, or control relationships (item 12.10)..................................233
i. Agreements, including insurance policies, for payment or reimbursement of expenses borne by administrators (item 12.11).................................................................................233
j. Other information deemed relevant (item 12.12) ..................................................................233
10.2.13 Administrator remuneration (section 13) ......................................................................234
a. Description of the remuneration policy or practice of the Board of Directors, Executive and non-executive Board of Directors, Statutory Audit Committee, statutory committees, and audit, risk, financial, and remuneration committees (item 13.1)..........................................234
b. Remuneration of the Board of Directors, Executive Board, and Statutory Audit Committee (item 13.2).........................................................................................................................................236
c. Variable remuneration of the Board of Directors, Executive Board, and Statutory Audit Committee (item 13.3) .........................................................................................................238
d. Share-based remuneration of the Board of Directors and Executive Board (item 13.5) ........................................................................................................................................................240
e. Open options of the Board of Directors and Executive Board at the end of the last social year (item 13.6)......................................................................................................241
f. Exercised options and shares delivered related to share-based remuneration of the Board of Directors and Executive Board (item 13.7) ....................................................242
g. Information necessary to understand the data disclosed in items 13.5 to 13.7 (item 13.8)...........................................................................................................................................243
h. Information, by body, regarding holdings held by members of the Board of Directors, Executive Board, and Statutory Audit Committee (item 13.9) .........................................243

i. Pension plans in force granted to members of the Board of Directors and executive directors (item 13.10) ...........................................................................................244
j. Value of the highest, lowest, and average value of individual remuneration of the Board of Directors, Executive Board, and Statutory Audit Committee (item 13.11) .......................................245
k. Contractual arrangements, insurance policies, or other instruments that structure remuneration or indemnity mechanisms for administrators (item 13.12) .......................246
l. Percentage of the total remuneration of each body attributed to members of the Board of Directors, Executive Board, or Statutory Audit Committee who are related parties to the issuer's controlling shareholders (item 13.13) ........................................................................................246
m. Remuneration of members of the Board of Directors, Executive Board, or Statutory Audit Committee received for any reason other than the function they hold (item 13.14)...............246
n. Remuneration of members of the Board of Directors, Executive Board, or Statutory Audit Committee recognized in the results of the issuer's controlling shareholders, companies under common control, and subsidiaries of the issuer (item 13.15)...............................................................247
o. Other information deemed relevant (item 13.16) ..................................................................248
10.2.14 Human resources (section 14).................................................................................................248
a. Information about the issuer's human resources (item 14.1) ................................................248
b. Description of the issuer's employee remuneration policy (item 14.3) .........................248
10.2.15 Control and economic group (section 15).................................................................................248
a. Identification of controlling shareholder or group of controlling shareholders (item 15.1) ..............................248
b. 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 15.2)...............................................................................................250
c. Capital distribution (item 15.3)................................................................................................251
d. Issuer's shareholder organizational chart (item 15.4)....................................................................252
e. Information about shareholder agreements regulating the exercise of voting rights or the transfer of shares issued by the issuer (item 15.5)................................................................252
f. Information about significant changes in the holdings of members of the control group and administrators of the issuer (item 15.6) ...........................................................................253
10.2.16 Transactions with related parties (section 16) ....................................................................253
a. Information about the issuer's rules, policies, and practices regarding the conduct of transactions with related parties (item 16.1)................................................................................253
b. Information about the transactions (item 16.2) ...............................................................................253
c. Treatment of conflicts and commutativity (item 16.3) ................................................................255
d. Other information that the issuer deems relevant (item 16.4) ................................................255
10.2.17 Share capital (section 17)...........................................................................................................256
10.2.18 Securities (section 18).................................................................................................257
a. Description of the rights of each class and species of share issued (item 18.1) ..............................257
b. Description of statutory rules that limit the voting rights of significant shareholders or that require the making of a public offer (item 18.2)..............................................................257
c. Volume of transactions as well as the daily average and highest and lowest quotes of the securities traded (item 18.4) ........................................................................................258
d. Description of other securities (item 18.5)..................................................................258
e. Number of holders of each type of security described in item 18.5 (item 18.5-A).........259

f. Other information deemed relevant (item 18.12) ..................................................................259
10.2.19 Share repurchase plans and treasury securities (section 19)....................................259
a. Information on the issuer's share repurchase plans (item 19.1) ...................................259
b. Movement of securities held in treasury (item 19.2) ..............................260
c. Provide other information that the issuer deems relevant (item 19.3) .................................260
10.2.20 Securities trading policy (section 20) ......................................................260
10.2.21 Information disclosure policy (section 21)..................................................................260
11 General Guidelines for Incentivized Companies........................................................261
11.1 Registration..............................................................................................................................................261
11.2 Registration update......................................................................................................................262
11.3 Periodic documents.....................................................................................................................263
11.3.1 Financial statements........................................................................................................263
11.3.2 Notice of convening of the Annual General Meeting (AGM) ....................................................................................................263
11.3.3 Minutes of the AGM..................................................................................................................................263
11.3.4 Registration data of incentivized companies.........................................................................264
11.4 Coercive fine.............................................................................................................................264
11.5 Suspension of registration .......................................................................................................................265
11.6 Cancellation of registration ex officio ..................................................................................................265
11.7 Request for voluntary cancellation of registration...............................................................................265
11.8 Simplified registration .........................................................................................................................265
11.9 Waiver of debts..........................................................................................................................266
11.10 Special auctions of securities..............................................................................................................266
12 Risk-Based Supervision Plan – SBR.............................................................267
13 Good Corporate Governance Practices for Open Companies..........................267
13.1 Disclosure policy........................................................................................................................268
13.2 Trading policy.......................................................................................................................270
13.3 Risk management policy..........................................................................................................270
13.4 Policy on transactions with related parties....................................................................................271
13.5 Dividend policy / Policy on allocation of results...........................................................271
13.6 Corporate calendar......................................................................................................................271
13.7 Preparation of the Reference Form..........................................................................................272
13.8 Timing of disclosure of relevant information........................................................................272
13.9 Shareholders' general meeting..........................................................................................................273

13.9.1 Convening deadline..................................................................................................................273
13.9.2 Agenda and documentation...............................................................................................................273
13.9.3 Shareholders' proposals ..................................................................................................................273
13.9.4 Organization of the meeting........................................................................................................274
13.10 Adoption of CVM Orienting Opinion No. 35/08 ..........................................................................274
13.11 Audit committee ........................................................................................................................275
13.12 Monthly submission of the form for traded and held securities provided for in
article 11 of CVM Resolution No. 44/21......................................................................................................276
13.13 Open companies' page on the worldwide web.............................................................................277
13.14 Manual of accounting policies........................................................................................................277
13.15 Board of Directors..................................................................................................................................277
13.16 Conduct and conflicts of interest ....................................................................................................278
13.16.1 Code of conduct...................................................................................................................278
13.16.2 Policy for prevention and detection of illicit acts ................................................278
13.17 Remuneration of administrators..................................................................................................279
13.18 Disclosure of information in English......................................................................................279

1 The Department of Corporate Relations
The Department of Corporate Relations (SEP) is responsible for registration, supervision, guidance, sanctioning, and support for standardization activities concerning open, foreign, and incentivized companies.
SEP carries out its activities through a division of labor into 6 (six) 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), and SEP itself.
Currently, the main responsibilities of each of the organizational components are as follows:
Department of Corporate Relations:
 Coordinate the work of the company monitoring management divisions;  Analyze requests for granting and cancellation of registration of incentivized companies;  Supervise the timely provision of periodic information by companies, application of coercive fines, and semi-annual disclosure of a list of delinquent companies;  Analyze appeals against the application of coercive fines; and  Suspend and cancel ex officio (for non-compliance with information requirements) registrations of open, foreign, and incentivized companies. Company Monitoring Management Divisions 1 and 2 (GEA-1 and GEA-2):
 Analyze initial registration requests for securities issuers, as well as updates to registrations of companies in public offerings of securities distribution;  Analyze inquiries from companies and voluntary cancellations of registration; and  Analyze compliance with standards for disclosure of periodic and occasional documents and information by companies, their administrators, or shareholders, as well as the regularity of the allocation of companies' results. Company Monitoring Management Divisions 3 and 4 (GEA-3 and GEA-4):
 Analyze the regularity of proposals and decisions by the administration, deliberations in general meetings, and the conduct of business by controllers and administrative bodies;  Analyze complaints involving companies;  Analyze requests for interruption or suspension of the convening period for general meetings; and  Presentation of Accusation Terms (ordinary and simplified procedures).

Company Monitoring Management Division- 5 (GEA-5):
 Analyze financial statements with audit reports containing modified opinions, as well as perform analyses focused on specific themes based on risks identified during supervision work;  Analyze annual and interim financial statements disclosed by companies, in the context of public distribution of securities;  Determine republication of financial statements;  Analyze inquiries and complaints involving financial statements; and  Presentation of Accusation Terms involving financial statements. Identification of the holders of the organizational components comprising SEP is available on the Securities and Exchange Commission (CVM) website, accessible at https://www.gov.br/cvm/pt-br/composicao/orgaos-especificos/superintendencia-derelacoes-com-empresas. Service to open and foreign companies is provided by GEA-1 and GEA-2, according to activity sectors, as per the table below. Activity Sector Management Division 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 Trade (wholesale and retail) GEA-2 Foreign trade GEA-2 Communication and IT 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 Pharmaceuticals 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 pulp 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 Securitization of receivables 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. – Trade (wholesale and retail) GEA-2 Holding Cos. – Foreign Trade GEA-2 Holding Cos. – Communication and IT 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 Holding Cos. – Metallurgy and steelmaking GEA-2 Holding Cos. – Paper and pulp 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. – Securitization of receivables 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 Service to incentivized companies is provided by the SEP component; the table above does not apply.
It is worth noting that the same division among activity sectors applies to GEA-3 and GEA-4, with GEA-3 responsible for the same 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 via the so-called "simple login" in some CVM systems have now required a different level of requirement due to Decree No. 10.543/20, effective on 01.07.2021.
Regarding activities under SEP's competence, the signature must be advanced or qualified, silver or gold level on the Digital Citizenship Platform (.GOV.BR), in the following cases, which must be submitted via CVM's Digital Protocol: (i) request for registration of a securities issuer, in category A, under CVM Ordinance No. 809/19; (ii) filing of an appeal against a fine; (iii) request for confidential treatment of information/documents provided in response to requirements made under CVM Instruction No. 480/09 (article 56, paragraph 3); (iv) inquiries requesting confidential treatment; and (v) request for exception to immediate disclosure of a Relevant Fact (article 7 of CVM Resolution No. 44/21). It is emphasized that for signing a Commitment Term with CVM, regardless of whether the process originated in SEP or not, 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 links https://www.gov.br/cvm/pt-br/assuntos/noticias/cvmdestaca-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-administracaopublica-federal. 2 Issuer Registration
2.1 Issuer categories
In accordance with article 2 of CVM Instruction No. 480/09, 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 the issuer's securities in regulated securities markets, except for those identified below:
a) shares and depositary receipts of shares; or b) securities that confer on the holder the right to acquire the securities mentioned in letter "a", as a result of their conversion or exercise of the rights inherent thereto, provided they are issued by the issuer of the securities referred to in letter "a" or by a company belonging to the group of said issuer.
Note that Chapter III (Issuer Obligations) of the Instruction establishes in its 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 in article 2 of CVM Instruction No. 480/09 and item I of articles 1 and 2 of Annex 3 of said normative, securities issuers will indicate, at the time of registration, in which category 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 themselves. Finally, attention is drawn that, in accordance with article 2 of Annex 32-I of CVM Instruction No. 480/09, foreign companies must obtain registration in Category A or B, according to the classification contained in items I and II of said article.
2.2 Issuer registration request
Since 02.04.2018, the issuer registration request, as well as all documents related to open company registration requests, provided for in CVM Instruction No. 480/09, must be submitted exclusively electronically via the Empresas.NET System. New companies can download the Empresas.NET System to fill out and send structured documents, through the CVM website (http://gov.br/cvm, section "Subjects" > "Regulated" > "CVM Regulated (about and data sent to CVM)" > "Companies" > "Empresas.NET") or via the CVM Systems Center (https://sistemas.cvm.gov.br/), in "Companies" (left menu) > "Document Submission" > "Empresas.NET System"), as well as via the B3 website (http://www.b3.com.br/pt_br/produtos-e-servicos/solucoes-paraemissores/sistema-empresas-net/). After installing the Empresas.NET System, it will be necessary to use a provisional login and password to send documents. In cases of initial registration request with a concomitant request for registration of public offering of securities distribution, the requirements to be formulated within the initial registration process will be sent to the applicant via Joint Office with the Department of Securities Registration (SRE), in accordance with CVM Instruction No. 400/03. As provided in CVM Ordinance No. 809/19, the applicant for initial registration of a category A issuer may request that the analysis of their request be carried out by SEP in a reserved manner. In these cases, the registration request must:
a) indicate the period during which such information must remain reserved in case of withdrawal or denial; and b) declare the justification for the confidentiality of the requests, including the reasons why its disclosure may represent a competitive advantage to other economic agents or put at risk the legitimate interest of the company.
Furthermore, the initial issuer registration request made together with a request for reserved analysis of registration of public offering of share distribution, as well as all documents related to open company registration requests, provided for in CVM Instruction No. 480/09, must be presented exclusively electronically via the Empresas.NET System, as guided in the following sections of this Circular. It is emphasized that, if the registration request submitted under reserved analysis escapes control, it is the issuer's responsibility for its immediate disclosure, in accordance with CVM Resolution No. 44/21. Finally, issuers requesting registration (Categories A and B) without concomitant distribution offering of securities are reminded about the incidence and collection of the supervision fee, for requests filed from 2022 onwards, given recent legal and regulatory updates, with the issuance, on 01.10.2021, of Provisional Measure No. 1.072, as detailed in item 2.6 of this Circular.
2.3 Obtaining login, password, and code by new companies for use of the
Empresas.NET System
The request for provisional login, password, and code for sending, via the Empresas.NET System, documents related to open company registration requests must be made by the Investor Relations Director (DRI) or proxy designated by him, by sending the following information to the email suporteexterno@cvm.gov.br:
 Reference: Request for authorization to send documents via the Empresas.NET System (company requesting open company registration)  Company registration data:
 Company name / CNPJ
 Applicant registration data:
 Name of DRI or proxy / CPF / Email / Contact phones Attention is drawn that companies that have login and password code for companies exempt from registration for the purpose of fulfilling periodic and occasional information submission obligations, provided for in CVM Instruction No. 476/09, must obtain a request for provisional login and password for a new code, suitable for companies requesting registration.

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

2.4 Inclusion of the company in the Empresas.NET System The company must access the “New Issuer” function in the menu and select, in the ‘Company’ field of the ‘New Form’ tab, the option “Include New Company.”
The “New Issuer” screen will be made available, where the company’s data, as well as the provisional code provided by the CVM, must be filled in.
Once the data is filled in and the content saved, the company’s name will appear in the Empresas.NET System so that the applicable documents (Reference Form and Standardized Financial Statements) can be created. It is emphasized that the structured documents Cadastral Form (FCA) and Quarterly Information (ITR) have been migrated to the web platform, as stated in Circular Letter No. 4/2021-CVM/SEP and Circular Letter No. 5/2021-CVM/SEP, both available on the CVM website, accessible via the link:
https://conteudo.cvm.gov.br/legislacao/index.html?buscado=true&contCategoriasCheck=1&vimDaCategoria=/legislacao/oficios-circulares/sep/.

2.5 Submission of documents
Once the documents in the Empresas.NET System related to the application for registration of a public company have been created, they must be submitted using the “Send” function, requiring the use of the provisional login provided by the CVM.
It is stressed that the Empresas.NET System must be used only for the submission of information related to the initial registration of a public company. Information and documents to be directed to the SRE (Securities Registration Superintendency) must be submitted in accordance with the procedures and guidelines established by that Superintendency.
It is requested that the last document to be presented for the purpose of a public company registration application, among those provided for in Annex 3 of CVM Instruction No. 480/09, be the registration request, provided for in paragraph 1, item I, of said annex, signed by the Director of Investor Relations, and should preferably mention each uploaded document (grouped descriptions should not be made; for example: instead of citing minutes of general assemblies of the last 12 months, each minute uploaded to the Empresas.NET System must be identified one by one). It is emphasized that paragraph 1 of Article 4 of CVM Instruction No. 480/09 provides that the count of the analysis period for the registration application provided for in the caput will 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 3 of that Instruction. 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 the submission of all other necessary documents.

Documents must be uploaded in the appropriate associations (category, type, and species), as the protocol of incorrectly categorized documents invalidates their recognition and subsequent availability on the CVM page. See Manual for Submission of Periodic and Occasional Information (http://conteudo.cvm.gov.br/export/sites/cvm/menu/regulados/companhias/Manual-Sistema-deEnvio-de-Informacoes-Periodicas-e-Eventuais.pdf). It is emphasized that the category “Documents for registration of company with CVM”, type “Other documents (CVM)”, should only be used if 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.

2.6 Supervision Fee
Initially, it is stressed that the information presented in this item reflects the content of Provisional Measure No. 1,072, of 01.10.2021, and may undergo changes when it is transformed into Law, which is scheduled for the beginning of March 2022.
On 01.10.2021, Provisional Measure No. 1,072/21 was published, with financial effects from January 1, 2022, which alters Law No. 7.940/89, regarding the collection of the Supervision Fee for securities markets, resulting from the exercise of police power legally attributed to the CVM.
Regarding public companies, foreign companies, securitization companies, and incentivized companies, among the changes made, it is highlighted that the collection of the fee (i) will change from quarterly to annual, to be paid in full with respect to the entire year to which it refers; and (ii) will be mandatory upon the protocol of the initial registration application, when there is no concurrent public offering of securities, to be paid according to the contributor’s net equity on December 31 of the previous year, pro rata payment is not admitted, and it must be integral, regardless of the date of the application. If the initial registration application of an issuer is with a concurrent application for registration of a public distribution offer of securities, the fee to be paid is that related to the public offer and will be determined by the Securities Registration Superintendency (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 supervision fee for securities markets governed by Law No. 7.940/1989, to be observed by issuers/offering parties and intermediaries in public offers of securities. The value of the Supervision Fee, due by issuers of securities who are applying for initial registration without a concurrent application for registration of a public offer, will be calculated according to the contributor’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 for in the range applicable to the contributor, according to items I and II as provided for in Article 4 of paragraph 4 of Provisional Measure No. 1,072/21.

There will be no overlap or double collection of the Fee in the event of an initial registration application as a securities issuer concurrent with the application for registration of a public offer of securities, according to paragraph 9 of Article 4 of the aforementioned Provisional Measure.
Doubts regarding the collection of the supervision fee may also be sent to the CVM’s Collection and Collection Management (GEARC) via email gearc@cvm.gov.br. The CVM also maintains a dedicated page to disclose various aspects related to the supervision fee, available via the link https://www.gov.br/cvm/pt-br/assuntos/regulados/taxa-de-fiscalizacao.
It is emphasized that no process will be opened to analyze an initial registration application of an issuer if the GRU (Payment Slip) proving payment of the fee is not sent, in compliance with the provisions of paragraph 3 of Article 13 of CVM Resolution No. 54/21, and, 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 contributors registered with the CVM, even if the issuer’s registration period remains active for less than 365 (three hundred and sixty-five days) in the year of competence of the tax. There is no distinction in collection between Categories A and B. Here is the link to the CVM page to fill out and print the GRU for collection of the Supervision Fee: https://cvmweb.cvm.gov.br/SAR/FormPesqGRU.aspx. It is stressed that debts related to the Supervision Fee may be registered as active debt, with their respective legal additions.

2.7 Re-submission of documents
During the analysis process of the public company registration application, documents may be re-submitted via the Empresas.NET System to eventually comply with requirements or improvements.
It is worth clarifying that re-submitted documents will not be versioned within the Empresas.NET System.

2.8 Financial statements presented in the registration application
Article 2, paragraph 3, of CVM Instruction No. 480/09 establishes that shares, subscription bonuses, convertible or exchangeable debentures into shares, or deposit certificates of these securities issued by an issuer in a 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 an annual financial statement or, when applicable, in a consolidated annual financial statement. CVM Instruction No. 400/09 also establishes other requirements regarding the offer for issuers in pre-operational status.
Due to these restrictions, some companies applying for initial registration have requested the exemption of such requirements, considering that, despite not presenting revenue from their operations in an annual financial statement, they can demonstrate their operational character in a different way, especially using Combined Financial Statements, a specific situation presented below. The most recent cases can generally be divided into two large groups: (i) companies that promoted a corporate restructuring in the same social year in which they are applying for registration, to incorporate operating companies or part of these operating 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 in 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 3 of CVM Instruction No. 480/09, the companies present, at the time of the registration application, financial statements specially prepared for registration purposes, with a recent date, in which the new asset structure is already reflected in these statements, including presenting operational results. However, they are still unable to meet the requirement of Article 2, paragraph 5, of CVM Instruction No. 480/09, as they do not present revenue in an annual financial statement, but rather in an interim one. In recent cases of this kind 1, companies have presented Combined Financial Statements to simulate the operational history of the new company. In the second group, the financial statements specially prepared for registration purposes of the company 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 cases 2, companies have resorted to presenting Combined Financial Statements not only for historical purposes, but also to simulate the present portrait of the configuration the company will acquire in the future, after the granting of registration. Nevertheless, since it is a formal requirement present in a CVM Instruction, in any of the cases, the exemption of the requirements can only be granted by the CVM Collegiate Body, upon a reasoned request, presented together with the registration application, on 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. Furthermore, in some analyzed cases, reservations were made by the issuer in its Reference Form that the information from the Combined
Financial Statements should not be used in the final analysis for making any investment decision regarding the company. It is stressed that, although the Technical Pronouncement CPC 44 – Combined 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 for in Articles 14 and 17 of CVM Instruction No. 480/09. The limitations that combined statements present do not necessarily mean that they are not suitable for making investment decisions. Furthermore, information that should not be used in the final analysis for making 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. Finally, it is emphasized that Combined Financial Statements, whether annual or interim, must necessarily be subject to audit by an independent auditor registered with the CVM, by virtue of CVM Deliberation No. 708/13. Thus, even if the Combined Financial Statements refer to a quarterly period, and are being presented to substitute the immateriality of an ITR Form, they must be audited and not merely reviewed.

2.9 After the granting of public company registration Once the registration of a public company is granted, the CVM will send a letter informing of said granting and its definitive code with the CVM.
The company must replace, in the Empresas.NET System, the provisional code with the definitive code and re-submit the Reference and Cadastral Forms with the updated data of the public company registration.
The company must also send the form of Article 11 of CVM Resolution No. 44/21. The information must be sent via the structured electronic form made available in the Empresas.NET System. Once the individual form for each director, member of the Board of Directors, Board of Auditors, and any bodies with technical or consultative functions created by statutory provision is completed, the consolidated form will be generated automatically. Similarly, when sending the individual form, the system will also automatically send the consolidated form.

2.10 Additional guidelines
The other mandatory documents for the instruction of the registration application must be sent in “.pdf” format without being digitally blocked, and if they have been digitized, that Optical Character Recognition (OCR) technology has been used, which allows recognizing text characters in the files, and the appropriate resolution must be applied to the file to especially preserve the clarity of the characters. When digitizing physical documents using OCR technology, the company must ensure the correct convertibility of text characters. It is reinforced that the SEP does not require that documents filed in the Empresas.NET System be manually signed and subsequently digitized. Documents originally digital should preferably be filed. The financial statements required for the analysis of the issuer’s registration application, as per Annex 3 of CVM Instruction No. 480/09, are the following:
a) financial statements specially prepared for registration purposes, as per Articles 25 and 26 of the Instruction, referring to: (i) the last social year, provided that such statements adequately reflect the issuer’s asset structure at the time of the registration application; or (ii) a subsequent date, preferably coinciding with the date of closure of the last quarter of the current year, but never prior to 120 (one hundred and twenty) days counted from the date of the registration application, in case: (i) a relevant alteration in the issuer’s asset structure occurred after the date of closure 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 specially prepared for registration purposes with a reference date subsequent to the closure of the year should only occur in cases where there has been an effective alteration in the issuer’s asset structure. In the hypotheses provided for in Article 1, item VIII, letters “a” and “b.1” of Annex 3 to CVM Instruction No. 480/09, the management comments referred to in item IX of the mentioned article must be presented; b) financial statements referring to the 3 (three) last social years, prepared in accordance with the accounting standards applicable to the issuer in the respective years. This refers to historical financial statements prepared according to the rules and deadlines applicable at the time of their preparation; and c) Quarterly Information Form – ITR, as per Article 29 of the Instruction, referring to the quarters of the current social year, provided that more than 45 (forty-five) days have passed since the closure of each quarter. Regarding the concept of “relevant alteration in the issuer’s asset structure after the date of closure of the last social year” referred to in item (a.ii.i) above, any significant alteration, in absolute or percentage terms, of its asset structure is understood, such as its share capital, net equity, asset structure index (current liabilities plus non-current liabilities, divided by total assets), or indebtedness index (current liabilities plus non-current liabilities, divided by net equity). It is worth clarifying that the financial statements specially prepared for registration purposes provided for in letter “a” of item VIII of Article 1 of Annex 3 of CVM Instruction No. 480/09 must refer to the last social year immediately prior to the date of the registration application. It is emphasized that, if the financial statements specially prepared for registration purposes refer to a date subsequent to the last social year, the Reference Form must reflect the information from these financial statements (FS) in all relevant sections. Additionally, it is highlighted that the company must present, in its registration application, the reasons why it understands that the financial statements at the end of the last year do not reasonably reflect the
issuer’s asset structure at the time of the registration application, as per item IX of Article 1 of Annex 3 of CVM Instruction No. 480/09. 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 social 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 3 of CVM Instruction No. 480/09, the DFP Form to be presented within the scope of the registration application must refer to the last social year, prepared based on the financial statements for registration purposes (referring to item VIII). Thus, if the company presents financial statements for registration purposes referring to a date subsequent to the last social year due to “relevant alteration in the issuer’s asset structure after the date of closure of the last social year”, or because the issuer was constituted during the year, there is no need to present a DFP Form. Also regarding the presentation of financial statements and quarterly reports from 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 offers of securities, in primary or secondary markets, registered as per CVM Instruction No. 400/03, the SEP verifies the registration update and, if necessary, issues requirements through a Joint Letter with the SRE. CVM Instruction No. 480/09 provides, in paragraph 2 of Article 24, that, in case of a public distribution registration application, issuers must re-submit the fully updated Reference Form on the same date the application is filed with the CVM. It is emphasized that the response letter to the requirements formulated by the SEP, when applying for registration of public distribution offers of securities from already registered companies, must be sent via the CVM Digital Protocol. The CVM Digital Protocol has been fully automated to allow the swift and efficient processing of documents filed with the Autarchy. In the current version, it is possible to track the progress of requests during all stages. For more information, please access the link: http://conteudo.cvm.gov.br/menu/atendimento/protocolodigital.html. As per CVM Deliberation No. 809/19, the applicant for registration of a public distribution offer of shares for issuers already registered in Category A may request that the analysis of their plea be carried out by the SEP in a reserved manner. Such request must be filed using an advanced or qualified digital signature, by virtue of 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 requested object and indication of the filed files. The reserved nature of the plea 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 of the offer and, if applicable, the registration, the applicant must insert the phrase “under reserve, as per CVM Deliberation No. 809/19”; and ii) In item 2. “Files”: the “Confidential” check box must be marked.
It is emphasized that, if the registration application presented under reserved analysis escapes control, it is the issuer’s responsibility to immediately disclose it, as per CVM Resolution No. 44/21.
In the case of registration applications for public distribution of shares for issuers already registered with the CVM, made under the reserved analysis regime governed by CVM Deliberation No. 809/19, of 19.02.2019, the initial petition, the Reference Form (although prepared in the System

1 Reference: SEI Processes No. 19957.005640/2021-78, 19957.006430/2021-05, and 19957.001678/2021-71.
2 Reference: SEI Processes No. 19957.006640/2021-95 and 19957.008737/2021-32.

Empresas.NET), and the issuer's other already registered documents must be submitted via the CVM Digital Protocol, not via the Empresas.NET System.

It is emphasized that companies are subject to the provisions of paragraphs 3rd, in the case of Category A, and 4th, in the case of Category B, of Article 24 of CVM Instruction No. 480/09, which determines that the company must update the corresponding fields of the Reference Form within 7 (seven) business days of the occurrence of a set of facts.

In this sense, although the alteration in the Reference Form is not related to a requirement formulated within the scope of the registration update process arising from the public distribution offer, it is a normative imposition of CVM Instruction No. 480/09, which is applicable to the company.

Therefore, in the event of a need to update the Reference Form due to the hypotheses provided for in Article 24, the company must update the Reference Form within the determined period, emphasizing that: (i) the updated fields must be strictly limited to those strictly necessary due to the triggering fact; and (ii) the SEP must be notified by email of the update, indicating the sections and fields of the FRE that were updated and the normative reasons that led to such update.

It is emphasized that Circular Letter No. 1/2021-CVM/SRE unified the rules for counting deadlines in processes analyzed jointly by the SEP and the SRE (https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sre/oc-sre-012021.html).

2.12 Issuers of securities deposit certificates (BDR)
Securities deposit certificates or Brazilian Depositary Receipts (BDR) are, according to the definition contained in Article 1, item I, of CVM Instruction No. 332/00, certificates issued by a depositary institution in Brazil and representative of securities issued by an open company or similar whose headquarters is located in Brazil or abroad.

Such titles can have as collateral, according to the conditions set forth in Article 1 of Annex 32-I to CVM Instruction No. 480/09: (i) shares issued by issuers whose headquarters are outside Brazil (foreigners), who are registered and subject to supervision by the regulatory entity of the capital market of their main trading market; or (ii) securities representing debt listed or admitted to trading on a stock exchange or on an electronic trading platform.

Foreign issuers must also meet at least one of the criteria highlighted below:
a) possess assets and revenues in Brazil that correspond to less than 50% (fifty percent) of those contained in the individual, separate, or consolidated financial statements, prevailing that which best represents the economic essence of the business for the purposes of this classification; or b) present a stock exchange as its main trading market and, cumulatively:
i. have headquarters outside Brazil and in a country whose regulatory body has signed a cooperation agreement with the CVM regarding consultation, technical assistance, and mutual assistance for the exchange of

information, that is, a signatory of the multilateral memorandum of understanding of the International Organization of Securities Commissions – IOSCO; and
ii. be classified as a “recognized market” in the regulation of an entity administering an organized securities market approved by the CVM.

In the event of a subsequent public distribution offer of BDRs, the percentage provided for in item I, “a”, of the caput of Article 1 of Annex 32-I of CVM Instruction No. 480/09 is increased to 65% (sixty-five percent), as provided for in paragraph 6th of said Article 1. The classification in the condition of “issuer authorized to issue BDR” will be verified at the time of (i) issuer registration with the CVM, (ii) realization of a public distribution offer of deposit certificates for shares, and (iii) registration of a BDR program.

The compliance with such condition must be declared by the issuer, through a document signed by its legal representative and, in the case of a public distribution offer of BDRs, by the lead intermediary, together with the presentation of the calculation memorandum made by the issuer to verify the requirements provided for in Article 1 of Annex 32-I to CVM Instruction No. 480/09.

Issuers registered with the CVM as foreigners before 31.12.2009 are exempt from proving their classification as a foreign issuer at the time of carrying out a public distribution offer of securities deposit certificates – BDR or the registration of a BDR program.

The foreign issuer that sponsors a securities deposit certificate program – BDR Level II or Level III must obtain registration:
I. in category A, if the securities that serve as collateral for the BDRs are:
a) shares and deposit certificates for shares; and b) securities that confer upon the holder the right to acquire the securities mentioned in item “a”, as a result of their conversion or the exercise of the rights inherent to them, provided that they are issued by the same issuer of the securities mentioned in item “a” or by a company belonging to the group of said issuer; or
II. in category B, in other cases.

Article 3 of Annex 32-I of CVM Instruction No. 480/09 provides that the persons indicated below must designate legal representatives domiciled and resident in Brazil, with powers to receive citations, notifications, and summonses related to 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:
a) the foreign issuer that sponsors a deposit certificate program for shares – BDR Level I, Level II, or Level III; b) directors or persons who perform functions equivalent to those of a director in the foreign issuer that sponsors a securities deposit certificate program – BDR Level II or Level III; and

c) members of the Board of Directors, or equivalent body, of the foreign issuer that sponsors a deposit certificate program for shares – BDR Level II or Level III.

Legal representatives must accept the designation in writing, in a document that indicates knowledge of the powers conferred upon them and the responsibilities imposed by Brazilian laws and 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.

In the event of resignation, if the issuer fails to promote the replacement, the legal representative will remain responsible for the duties inherent to the function for a period of 60 (sixty) days from the resignation, without prejudice to other measures that the entity administering the market in which the BDRs are traded establishes in its regulations, as provided for in paragraph 3rd of Article 3 of Annex 32-I of CVM Instruction No. 480/09.

It is also alerted that paragraph 2nd of Article 44 of CVM Instruction No. 480/09 provides that the legal representative of foreign issuers is equated to the Investor Relations Director (DRI) 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 (DRI or person equated). Moreover, they must be sent, via the Empresas.NET System, minutes of Board meetings, Board of Directors meetings, assemblies, or other documents that deal with the election or dismissal of the Legal Representative, within the deadlines provided for in CVM Instruction No. 480/09.

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. Therefore, 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 19957.005751/2020-01 3, 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. It is not, therefore, a matter of giving undue application to Brazilian corporate law, but of 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 incumbent upon this Autarchy notably to regulate and supervise the availability of information by foreign companies, especially with regard to CVM Resolution No. 44/21 and CVM Instruction No. 480/09. It is also recalled that the rules contained in CVM Instruction No. 481/09 are not applicable to foreign companies.

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

2.13 Requests for conversion of categories
Once registered, issuers may request, via the Digital Protocol, accessible on the CVM website, and not via 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 8th to 12 of CVM Instruction No. 480/09.

In accordance with CVM Deliberation No. 809/19, the applicant for conversion from Category B to Category A with concomitant registration of a public distribution offer of shares may request that the analysis of its request be carried out by the SEP in a reserved manner.

In these cases, as provided for in Circular Letter No. 02/2019-CVM/SEP, of 19.02.2019, at the time of requesting the protocol, an electronic form called “Digital Protocol of Documents” is filled out, with the data of the request object and indication of the protocolled files. The reserved nature of the request must be signaled at this moment, including in item 1. “Document Data”, in the field “Description of Request”, after specifying the registration request of the offer and, if applicable for registration, the phrase “under reserve, in accordance with CVM Deliberation No. 809/19”.

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

In the case of registration requests for public distribution offers of shares for issuers already registered with the CVM, carried out under the reserved analysis regime provided for in CVM Deliberation No. 809/19, the initial petition, the Reference Form (although prepared in the Empresas.NET System), and the other documents of the already registered issuer must be submitted via the CVM Digital Protocol System, and not via the Empresas.NET System.

The CVM Digital Protocol has been fully automated to allow for the agile and efficient flow of documents protocolled 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:
http://conteudo.cvm.gov.br/menu/atendimento/protocolodigital.html.

2.14 Consequences of non-delivery of information
Issuers must pay attention to compliance with the legal and regulatory requirements imposed, with regard to the delivery of periodic and eventual information provided for, especially in CVM Resolution No. 44/21 and CVM Instructions No. 480/09 and 481/09. Non-compliance with the delivery of information subjects the issuer to the procedures commented on below.

2.15 Coercive fines
On 01.10.2021, CVM Resolution No. 47/21 entered into force, which provides for coercive fines and revoked CVM Instruction No. 608/19. The aforementioned Resolution provides that the superintendencies responsible for monitoring the delivery of information must publish by December 15 of each year, on the CVM page on the worldwide computer network, a list of periodic information that must be disclosed by participants in the following exercise, indicating the respective delivery deadlines and normative bases, and alerting that non-disclosure of the information within the indicated deadlines subjects to the application of the daily fine provided for in Annex 3 of CVM Resolution No. 47/21 (CVM Calendar), accessible via the link:
https://www.gov.br/cvm/pt-br/assuntos/regulados/envio-de-informacoes-a-cvm-calendario.

With regard to issuers of securities, Annex 3 of the Resolution provides for the following values of daily coercive fine for those who fail to comply with the established deadlines for the delivery of periodic information, applicable until the date when 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 reorganization:
(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 reorganization:
(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 paragraph 2nd of Article 58 of CVM Instruction No. 480/09, the fine will not be applied to the issuer that is in bankruptcy or liquidation.

The Fine Application Letter is sent only via mail to the address of the company's headquarters. There is no sending of the Letter to the DRI's email. In this sense, the need to maintain updated registration data, especially the company's and DRI's addresses, as recommended in this circular (see item 3.3.1 and Chapter 10), is highlighted.

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

2.16 Appeal against the application of coercive fine
In accordance with Article 16 of Resolution No. CVM 47/21, from the decision applying the coercive fines, an appeal may be filed to the CVM Collegiate Body, within a period of 10 (ten) days from the date of signing the AR of the Letter at the company's headquarters. In line with the provision of paragraph 12th of Article 11 of Law No. 6.385/76, no suspensive effect applies to the appeal. In this sense, we emphasize that Chapter II (Appeals to the Collegiate Body) of CVM Resolution No. 46/21 does not apply to decisions regarding the application of coercive fines, as provided for in Article 13 of the same Resolution.

The filing of an appeal by the company must be done exclusively via the CVM website, following these steps:
Systems Center > Inspection Fee and Fines (left menu) > Appeals Against Coercive Fine (right menu) > log in to the CVMWeb System (logging in with the GOV.BR account, with silver (or gold) signature > Tax and Fine (Coercive Fine Appeal, in the central menu) > New Collection System.

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

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

It is emphasized that the fine's due date is not altered due to the filing of an appeal, and therefore, it is up to the company to decide whether to pay the fine on the due date and, if the appeal is granted, to file a request for reimbursement with the CVM's Collection Management, via the email gearc@cvm.gov.br, or whether to not pay and, if the appeal is not granted, to pay the fine plus charges due to late payment.

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

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

It is alerted that the allegation that the document was sent via the Empresas.NET System within the deadline provided for in the regulation, but using the incorrect association (Category/Type/Species), may not be a reason for the SEP to grant the appeal, hence it is recommended to consult Chapter 3 of this Circular Letter, where the correct associations to be used in the case of sending periodic documents are listed.

If the SEP understands the appeal filed to be denied, the process will be forwarded to the Collegiate Body for decision and, upon the return of the process to the Superintendency, the company will be notified with the result. The results of the Collegiate Body's decisions can be tracked on the CVM page on the worldwide computer network, through the “Collegiate Body News”, which present the decisions rendered and are made available until the day following the Collegiate Body Meeting, accessible via the link:
http://conteudo.cvm.gov.br/publicacao/informativos_colegiado.html.

3.3.1It is emphasized that, in accordance with Article 20 of Resolution No. CVM 47/21, at the request of the Appellant, the Collegiate Body is responsible for appreciating, within the scope of the reconsideration request, the allegation of the existence of omission, obscurity, contradiction, or material or factual error in the decision.

The reconsideration request must be presented within a period of 5 (five) business days counted from the communication referred to in Article 19 of said Resolution and must be addressed to the superintendency that analyzed the appeal.

It is also clarified that Resolution No. CVM 55/21 provides for the installment payment of coercive fines applied and that CVM Resolution No. 45/21 provides for the incidence of late interest on debts arising, including, from coercive fines.

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

It is also worth highlighting that the coercive fines provided for in Article 58 of CVM Instruction No. 480/09 (with legal provision in Article 11, paragraph 11th, of Law No. 6.385/76) are not to be confused with the penalties provided for in the caput of Article 11 (and respective items I to VIII) of said Law, which will only be imposed with the observance of the procedure provided for in paragraph 2nd of Article 9 of Law No. 6.385/76 (administrative process preceded by an investigative stage), and, for this reason, there is no possibility of transforming a coercive fine into a warning.

Finally, it is emphasized that only penalties applied by the CVM can be subject to appeal to the Council of Resources of the National Financial System (“CRSFN”), hence the cited appeal is not admissible in the case of application of coercive fines.

2.17 Publication of the list of delinquent issuers

Article 59 of CVM Instruction No. 480/09 provides that the SEP will publish semi-annually, on the CVM's website, a list of issuers who are at least 3 (three) months in arrears in fulfilling any of their periodic obligations.

It should be noted that the published list refers to a specific date, so there is no question of updating or correcting the list, except in the case of improper inclusion.

2.18 Ex officio suspension of issuer registration

Article 52 of CVM Instruction No. 480/09 provides that the SEP is responsible for suspending 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 52 of CVM Instruction No. 480/09, the SEP will inform the issuer about the suspension of its registration by means of a letter sent to its headquarters, according to the data in its Registration Form (see item 3.3.1), and by means of a notice on the CVM's website.

An issuer whose registration has been suspended may request the reversal of the suspension through a reasoned request sent to the SEP, accompanied by documents proving compliance with periodic obligations and any overdue 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 53 of CVM Instruction No. 480/09.

It should be remembered that, in accordance with Article 60 of CVM Instruction No. 480/09, the repeated failure to observe the deadlines set for the presentation of periodic and occasional information provided for in that instruction constitutes a serious offense for the purposes of paragraph 3 of Article 11 of Law No. 6.385/76, subjecting those responsible to the penalties provided for in said Article 11, observing the procedure provided for in paragraph 2 of Article 9 of Law No. 6.385/76.

It is emphasized that, in accordance with Article 55 of CVM Instruction No. 480/09, the cancellation and suspension of registration do not exempt the issuer, its controlling shareholder, and its administrators from liability arising from any infractions committed before the cancellation of registration.

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

Article 54 of the Instruction provides for two hypotheses for the ex officio cancellation of an issuer's registration:
a) the extinction of the issuer; or b) the suspension of its registration for a period exceeding 12 (twelve) months.

As in the cases of registration suspension, the SEP will inform the issuer about the cancellation of its registration by means of a letter sent to its headquarters, according to the data in its Registration Form (see item 3.3.1), and by means of a notice on the CVM's website, in accordance with the sole paragraph of Article 55 of CVM Instruction No. 480/09.

2.20 Administrative sanctioning process

As provided in Article 60 of CVM Instruction No. 480/09, the following constitute serious offenses, for the purposes provided for 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; b) the repeated failure to observe the deadlines set for the presentation of periodic and occasional information provided for in the instruction; and c) the failure to observe the deadline set in Article 132 of Law No. 6.404/76 for holding the ordinary general meeting.

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

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

Therefore, the CVM may investigate through an administrative process the eventual liability of administrators (and, where applicable, the receiver, the trustee, the judicial administrator, the judicial manager, or the liquidator), members of the Fiscal Council, and shareholders of open companies for non-compliance with the provisions contained, notably, in CVM Resolution No. 44/21 and CVM Instruction No. 480/09 (Article 9, item V, of Law No. 6.385/76).

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

2.21 Other hypotheses for cancellation of registration

2.21.1 Voluntary cancellation of registration

CVM Instruction No. 480/09 stipulates different rules for the voluntary cancellation of registration, depending on the category in which the issuer is registered.

Article 47 of the Instruction conditions the cancellation of registration of Category B issuers on proof of compliance with one of the following conditions:
a) non-existence 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 preceding items, provided that the total amount 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 amount having been paid to investors, the issuer must deposit the amount due in a commercial bank and leave it available to investors. The issuer that has made this deposit must also disclose a Relevant Fact reporting:
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 47, the consent of all holders of securities in circulation regarding the cancellation of registration may be alternatively proven by:
a) declaration of the fiduciary agent, if any; b) declaration of 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 on regulated markets; or c) unanimous resolution in a meeting at which all holders of securities are present.

Securities in circulation are understood to be all securities or shares of the issuer, except those owned by the controlling shareholder, persons linked to it, the issuer's administrators, and those held in treasury, in accordance with Article 62 of CVM Instruction No. 480/09.

As for the cancellation of registration in Category A, it will be conditioned, as established in Article 48 of CVM Instruction No. 480/09, on proof that:
a) the conditions of Article 47 have been met regarding all securities in circulation, except shares and depositary receipts of shares; and b) the requirements of the public offer for the acquisition of shares for cancellation of registration for trading of shares in the market have been met, in accordance with CVM Instruction No. 361/02.

It should be commented that CVM Instruction No. 361/02 determines that the cancellation of registration of an open company must be preceded by a Public Offer for the Acquisition of Shares (OPA), formulated by the controlling shareholder or by the open company itself, with the object of all shares issued by said 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 34 of said Instruction, exceptional situations that justify the acquisition of shares without a public offer or with a differentiated procedure will be examined by the CVM Board, for the purpose of dispensing with or approving procedures and formalities to be followed, including regarding the disclosure of information to the public, where applicable.

It is emphasized that the cancellation of registration of a foreign issuer that sponsors a depositary receipt program – BDR Level II or Level III – depends on compliance, by the issuer, with the requirements for the cancellation of the BDR program provided for in specific regulation (currently, CVM Instruction No. 332/00), as provided in Article 48-A of CVM Instruction No. 480/09.

The procedures to be observed in requests for voluntary cancellation are regulated in Articles 49 and 50 of CVM Instruction No. 480/09, it being noted that the Instruction determines that requests for cancellation formulated by issuers registered in Category B must be directed to the SEP, while requests formulated by issuers registered in Category A must be directed to the SRE.

It is worth remembering that Article 51 of CVM Instruction No. 480/09 provides that the issuer is responsible for disclosing the information of approval or denial of the cancellation of registration to investors, in the same manner established for the disclosure of a relevant fact.

It is alerted that the constitution of a wholly-owned subsidiary does not bring as a consequence the cancellation of the issuer's registration. 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 49 and 50 of CVM Instruction No. 480/09, formalizing the request, without which the company, although a wholly-owned subsidiary, will remain subject to all obligations and penalties provided for in the current regulation, including those regarding the update of the registration maintained with the CVM.

It is worth noting 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.

Finally, it is clarified that the issuer is liable for the supervision fee 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 relative to the previous fiscal year, it must inform the CVM of the net assets of the previous fiscal year (which will serve as the basis for calculating said fee) by means of supporting documentation, such as, for example, the publication of financial statements.

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

According to 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 transfer of all assets to other societies.

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 list of open companies from the date of the EGM that deliberated the incorporation, merger, or spin-off. In addition to the mandatory sending of the Minutes of the respective EGM through the Empresas.NET System, it is requested that the company or its successor formally communicate said extinction to the SEP.

It is further clarified that the company is liable for the supervision fee for the year in which its extinction occurs in full, and pro-rata calculation is not possible. Thus, if the company is extinguished in the first quarter, it must inform the CVM of the net assets of the previous fiscal year (which will serve as the basis for calculating said fee) by means of 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 an open company, the succeeding society will also be open, 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 meeting that approved the operation, observing the pertinent norms issued by the CVM.

In the form of 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 30 (thirty) days following the end of the period referred to therein, observing the provisions of paragraphs 1 and 4 of Article 137.

CVM Instruction No. 480/09, in its Article 54, item I, provides that one of the hypotheses for ex officio cancellation of the issuer's registration is its extinction.

The SEP will inform the issuer about the cancellation of its registration by means of a letter sent to its headquarters, according to the data in its Registration Form (see item 3.3.1), and by means of a notice on the CVM's website, in accordance with the sole paragraph of Article 54 of CVM Instruction No. 480/09.

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, open companies must publish the management report on social business and main administrative facts occurring 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 EGM be made available to shareholders, at the company's headquarters, up to one month before the date set for holding the EGM. For issuers registered in Category A, to which CVM Instruction No. 481/09 applies, it is also required, by Articles 6 and 9 of said Instruction, that, on that 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 disclosed by them in section 10 of the Reference Form (Directors' Commentary).

The management report should cover information related to decisions taken based on guidance received from the controlling shareholder regarding the company's activities – investments, signing of contracts, 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. Finally, the Report must address the prospects and plans for the current and future fiscal years, especially those related to the goals 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.

It is emphasized that Article 2 of CVM Instruction No. 381/03 determines that issuers must disclose in the management report the following information regarding the provision, by the independent auditor or by parties related to it, of any service that is not external audit:
a) the date of contracting, the duration period, if greater than one year, and the indication of the nature of each service provided; b) the total value of contracted fees and its percentage in relation to fees related to external audit services; c) the policy or procedures adopted by the company to avoid the existence of conflict of interest, loss of independence, or objectivity of its independent auditors; and d) a summary of the justification presented by the auditor to the issuer's management regarding the reasons why it understood that the provision of other services did not affect the independence and objectivity necessary for the performance of external audit services (Article 3 of the Instruction).

Even in the event that the independent auditors have not provided other services besides external audit, the company must make this information clear in the Management Report.

It is emphasized that paragraph 2 of Article 2 of CVM Instruction No. 381/03 allows issuers to omit the information required in letter "b" above, when the total value of contracted fees represents less than 5% (five percent) of the fees related to external audit services.

Attention is called to the fact that even in this case, the issuer's obligation to provide the other information demanded in Article 2 of CVM Instruction No. 381/03, cited above, will persist in the Management Report.

It is remembered that CVM Instruction No. 381/03 also requires that the information provided in the Management Report on the subject be updated in the ITR Forms when there is a change resulting from the signing, cancellation, or modification of a service provision contract that is not for audit (item II of paragraph 1 of Article 2 of the Instruction). The required update must be carried out in the ITR Forms in the field designated for "Performance Commentary".

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 Instruction No. 527/12.

3.2 Financial statements

As provided in paragraph 2 and caput of Article 25 of CVM Instruction No. 480/09, 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:
a) of national issuers, 3 (three) months from the end of the fiscal year; and b) of foreign issuers, 4 (four) months from the end of the fiscal year.

It is alerted that paragraph 1 of Article 25 of CVM Instruction No. 480/09 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 Fiscal Council or equivalent body, if any, accompanied by any dissenting votes; d) capital budget proposal prepared by management, if any; e) declaration by the directors responsible for preparing the financial statements in accordance with the law or the corporate bylaws that they reviewed, discussed, and agreed with the opinions expressed in the "opinion of the independent auditors" (independent auditors' report), stating the reasons, in case of disagreement; f) declaration by the directors responsible for preparing the financial statements in accordance with the law or the corporate bylaws that they reviewed, discussed, and agreed with the financial statements; g) annual summary report, if the issuer adopts the statutory audit committee provided for in specific regulation; h) if any, opinion or report of an audit committee addressing the financial statements, even if such committee is not adherent to CVM Resolution No. 23/21 or is not statutory.

The 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, as they meet, among other things, the requirements established in this article and in Articles 31-B and 31-C of CVM Resolution No. 23/21.

Not having a Statutory Audit Committee for the purposes of Article 31-A of CVM Resolution No. 23/21, the company will only be obligated (in the form of Article 25, paragraph 1, item IX, of CVM Instruction No. 480/09 and the sole paragraph, item III, of Article 9 of CVM Instruction No. 481/09) to present an opinion on the financial statements issued by an audit committee (statutory or not) or an equivalent body to the Fiscal Council, if that committee or body has issued said opinion.

It is emphasized that, if there is a Fiscal Council in operation or an equivalent body (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.

Regarding this, 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 Considers 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 relevant aspects to be observed in the preparation of Financial Statements.

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

Therefore, the importance of properly filling in the information regarding loans and financing in specific sub-items of the ITR and DFP is reinforced, where the company should pay attention to using, at minimum, the account openings already provided for in said forms (as an example, one can mention the following sub-items available in the company's liability tables: 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 onerous debts recorded in the company's liabilities, such as bank charges for maintaining checking 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 financial statements to access the company's Notes to the Financial Statements or, in some cases, request the Director of Investor Relations to open the account, which makes the entire process slower and more costly for all involved.

When the company begins to disclose the sub-items that make up financial expenses directly in the DFP and ITR forms, investors can quickly and easily recognize which expenses should effectively be considered for the calculation of the cost of third-party capital, and can even use Artificial Intelligence to collect the values directly from the CVM or B3 database systems (it should be mentioned that automated search in the Notes to the Financial Statements is still not a simple task, as there is no standard format or nomenclature for the information in the 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 Value Added) as many sub-items as it deems necessary so that the user of the financial statements has the pertinent information readily available for decision-making.

As provided for in Article 27 of CVM Instruction No. 480/09, the financial statements of foreign issuers must be prepared in Portuguese, in the national currency, and these issuers may opt to prepare them in accordance with:
a) Law No. 6.404/76 and CVM standards; or b) International accounting standards issued by the International Accounting Standards Board – IASB.

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

It should be recalled that foreign issuers headquartered in a Mercosur member country must prepare and disclose financial statements in accordance with international accounting standards issued by the IASB, according to MERCOSUR Decision No. 31/10 incorporated through CVM Deliberation No. 659/11. This decision was incorporated into CVM Instruction No. 480/09 through the changes brought by CVM Instruction No. 552/14.

The financial statements of foreign issuers must be audited by an independent auditor registered with the CVM or by a competent authority in the issuer's country of origin (item II of Article 27). 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 27 of CVM Instruction No. 480/09.

For open companies, Article 133 of Law No. 6.404/76 provides for the publication of financial statements up to 5 (five) days before the holding of the Ordinary General Meeting (OGM), noting that, under Article 295, sole paragraph, item "c" of the same law, consolidated financial statements must also be published.

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

According to Article 133, sole paragraph, of Law No. 6.404/76, the issuer is exempt from publishing the notices 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 OGM.

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 major circulation newspaper edited in the locality where the company's headquarters is located, in a summarized form and with simultaneous dissemination of the full text of the documents on the newspaper's internet page, which must provide digital certification of the authenticity of the documents maintained on the own page issued by a certification authority accredited within the Brazilian Public Key Infrastructure (ICP-Brasil).

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 major circulation 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 for the period ending on 31.12.2021).

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

As the cited Advisory Opinion highlights, the new modality of summarized publication of financial statements requires special attention to ensure that the objective of the legal provision is met, in the sense of simplifying and reducing the compliance costs of companies, while providing essential information about the financial statements, the notes to the financial statements, the independent auditor's report, and, if applicable, the Fiscal Council's opinion, 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 major circulation newspaper of the 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].

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

It is emphasized the need to observe the full text of CVM Advisory Opinion No. 39/21 in the summarized publication of financial statements, since the Securities and Exchange Commission understands that the procedures described therein are adequate ways to comply with the conditions provided for in items I and II of Article 289 of Law No. 6.404/76. Follow the link to access on the CVM website (http://conteudo.cvm.gov.br/legislacao/pareceres-orientacao/pare039.html).

It is alerted that, despite the absence, in the current regulatory framework, of an express provision on minimum content to be considered when publishing in a summarized form the other documents listed in the Law, this act should be understood as part of the set of information provided by the issuer to the market, which implies compliance with Articles 14 and 15 of CVM Instruction No. 480/09, so that, in the document published in a summarized form, it must contain: (i) that it is summarized information that should not be considered in isolation for decision-making; and (ii) the electronic addresses of the major circulation newspaper, the CVM, and B3 (in the case of a company listed there) where the full text of the document is located. The publications will always be made in the same newspaper, chosen in a meeting of the Board of Directors, and any change must be preceded by a notice to shareholders in the excerpt of the minutes of the OGM, according to the sole 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 a change in disclosure resulting from the alteration of said Law, the SEP understands that it is sufficient for the company to update the Registration Form, in the item "Disclosure Channels", and make available a Notice to Shareholders clarifying the change, motivated by the change in legislation.

National and foreign issuers must send the financial statements prepared according to the above-mentioned 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 25 of CVM Instruction No. 480/09 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 publication in the newspaper, or other formats that hinder reading or printing, is not admissible.

Still in this sense, attention is drawn to the fact that sending a PDF version of the Standardized Financial Statements Form (DFP Form) does not fulfill the purpose of delivering the financial statements required by Article 25, caput and sole paragraph, of CVM Instruction No. 480/09.

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 according to paragraph 3 of Article 133 of Law No. 6.404/76, the scheduled 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 the sending of 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 Instruction No. 480/09, in items V and VI of the sole paragraph of its Article 25, determines that the financial statements must be accompanied by declarations from the directors responsible for having them prepared, in accordance with the law or the bylaws, in which they inform that (i) they reviewed, discussed, and agree with the opinions expressed in the independent auditors' report, stating the reasons, in case of disagreement; and (ii) they reviewed, discussed, and agree with the financial statements.

The SEP has observed that, in certain cases, the aforementioned declarations are not signed by all the company's directors to whom such competence is attributed. In this sense, it is emphasized the need for the aforementioned signatures to be in compliance with items V and VI of the sole paragraph of Article 25 of CVM Instruction No. 480/09.

On 02.05.2013, CVM Deliberation No. 709 was issued, which approved 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, for example, in cases of corporate restructuring, acquisitions, sales, mergers, or spin-offs of businesses.

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

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

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

Meeting on 01.11.2016, the CVM Collegiate Body 4 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.

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

According to this understanding, there would be no prior prohibition on the disclosure of financial statements in a summarized form in major circulation newspapers, provided that the content and form requirements established by Articles 14 to 19 of CVM Instruction No. 480/09 are observed and it is recommended to indicate the newspapers and the dates of publication of the complete financial statements, according to 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 said Law.

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

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

The CVM, through CVM Instruction No. 457/07, determined that open companies must, from the fiscal year ending in 2010, present their consolidated financial statements adopting the international accounting standard, according to the pronouncements issued by the International Accounting Standards Board – IASB.

Regarding issuers that are financial institutions, it is worth observing that Article 22 of Law No. 6.385/76 establishes, in its paragraph 2, that the standards issued by the CVM regarding management reports 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 standards 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, according to 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".

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

In addition, according to Article 10, "the institutions mentioned in Art. 1 that disclose or publish consolidated financial statements, voluntarily or by force of legal, regulatory, statutory or contractual provisions, must adopt the international accounting standard, as provided in Art. 9, in the preparation of these statements".

In this regard, according to the sole paragraph of said 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, "the institutions mentioned in Art. 1 must inform, in notes to the financial statements referred to in this Chapter, any differences existing between the criteria, procedures and rules for identification, classification, recognition and measurement applied in the consolidated statements and those applied in the individual financial statements relating to the same accounting period".

It is also worth noting that, according to Article 19, "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 take effect from January 1, 2022 [...]".

Item I of Article 29 of CVM Instruction No. 480/09 establishes that the ITR Form must be filled in with the data of the quarterly accounting information prepared in accordance with the accounting rules applicable to the issuer.

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

On 12.08.2020, BCB Resolution No. 02/2020 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 annual consolidated financial statements, adopting the international accounting standard according to the pronouncements issued by the International Accounting Standards Board (IASB), translated into Portuguese by an entity accredited by the International Financial Reporting Standards Foundation (IFRS Foundation)".

And finally, 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 made from the date of its entry into force", explicitly in its sole paragraph that the provisions of Articles 10 and 11 would only take effect from January 1, 2022, prohibiting its advance application, except in the case of voluntary disclosure or publication.

3.2.2 Advance disclosure of financial information

The advance 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 advance disclosure of certain data, it must do so equitably 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, under Article 14 of CVM Instruction No. 480/09, the information disclosed must be true, complete, consistent, and must not induce investors to error.

This exceptional disclosure must be made, in rule, through a Relevant Fact. In the understanding of the SEP, it is presumed that financial statements contain information considered relevant, under CVM Resolution No. 44/21.

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

Finally, it is worth remembering that, in the event of advance 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.

3.2.3 Capital budget

Article 196 of Law No. 6.404/76 provides that the capital budget to be approved in a general meeting must comprise all sources of resources and capital applications, fixed or current, and will be submitted by the administration bodies to the assembly, with the justification of the proposed profit retention.

Regarding issuers registered in Category A to which CVM Instruction No. 481/09 applies, it is alerted that said Instruction requires, through item II of paragraph 1 of Article 9 and item 15 of Annex 9-1-II, 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 OGM, information on the amount of the proposed retention, as well as a copy of the capital budget prepared in accordance with Article 196 of Law No. 6.404/76, comprising all sources of resources and capital applications, fixed or current.

The other issuers, although not subject to the form and content of the information required by CVM Instruction No. 481/09, must make available to shareholders, up to one month before the date scheduled for the holding of the OGM, information on the amount of the proposed retention, as well as a copy of the capital budget prepared in accordance with Articles 133 and 196 of Law No. 6.404/76, comprising all sources of resources and capital applications, fixed or current.

The capital budget must be sent to the CVM, via "IPE Online" of the Empresas.NET System, category "Assembly", type "OGM" or "OGM/E", species "Management Proposal", subject "Capital Budget", without prejudice to its sending accompanying the financial statements, as provided for in Article 25, paragraph 1, item IV, of CVM Instruction No. 480/09 (see item 3.2).

It is highlighted, finally, that the capital budget must also be inserted in the Capital Budget Proposal table of the DFP Form.

3.2.4 Integrated Report – Start of Validity of CVM Resolution No. 14/20

CVM Resolution No. 14, dated December 9, 2020, makes it mandatory for publicly held companies, upon the decision to prepare and disseminate the Integrated Report, to follow CPC 09 – Integrated Report, issued by the Accounting Pronouncements Committee – CPC. Additionally, it determines that the Integrated Report must be subject to limited assurance by an independent auditor registered with the CVM, in accordance with standards issued by the Federal Council of Accounting.

It should be noted that, according to Article 3 of the aforementioned Resolution, it entered into force on January 1, 2021. Therefore, it has effects regarding Integrated Reports relating to fiscal years starting from such date.

3.2.5 Relevant aspects to be observed in the preparation of Explanatory Notes and the Management Report

In 2021, the Corporate Monitoring Department 5 (GEA-5) analyzed financial statements in various registration requests for publicly held companies. In 80 (eighty) analyses conducted until the end of the year, various requirements related to the disclosure of financial information were observed, and to a lesser extent, to the measurement or recognition of financial items. The graph below presents the requirements observed in these analyses, in order of frequency of occurrence:

*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 Office CVM/SNC/SEP No. 01/2021; Directors' declaration (item VI of Article 25 of CVM Instruction No. 480/09); Changes in Estimates, Accounting Policies or Error Corrections; Accounts Receivable; Real Estate Developer; Shareholders' Equity; Combined Financial Statements; Revenues; Management Comments; CPC 48; Management Remuneration; OCPC 02 (items 115 and 116); CPC 03 (item 7); Reverse Merger; 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 Notes; DMPL; Concession Contracts; Insurance; Adoption of New Standards and Going Concern.

It is verified that the 5 (five) most frequent requirements are related to:
(a) deficient disclosure of accounting policies applied by the company, notably when it is verified that the company mainly focused on transcribing or paraphrasing accounting standards, thus without compliance with CPC 23 and OCPC 07; (b) disclosure of information regarding the relationship with independent auditors, according to Article 31 of CVM Instruction No. 308/99 (now CVM Resolution No. 23/21), 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 OFFICE/CVM/SNC/SEP/No. 01/20); (d) disclosure of the reconciliation of non-accounting information (EBITDA or Adjusted EBITDA) in accordance with CVM Instruction No. 527/12; and (e) income taxes, as provided for by CVM Instruction No. 371/02.

In this regard, it is emphasized that registered issuers must pay special attention to the standards related to the preparation of Annual and Interim Financial Statements regarding the aforementioned topics, as well as to the guidelines contained in Circular Office No. 01/2022/CVM/SNC/SEP. Issuers in the registration process, in turn, must pay special attention to the list of requirements observed in 2021, in order to avoid adverse impacts on offering schedules, as well as to avoid costs related to meeting the requirements.

3.3 Periodic Forms

3.3.1 Registration Form

The Registration Form is an electronic document, submitted periodically and occasionally, provided for in Article 22 of CVM Instruction No. 480/09, whose content reflects Annex 22 of the aforementioned Instruction.
Its objective is to gather in a single document information about the main data and characteristics of the issuer and the securities issued by it, which were previously made available to the market in a dispersed manner.

According to Article 45 of CVM Instruction No. 480/09, the Investor Relations Director is responsible for providing all information required by securities market legislation and regulation. In this sense, all notifications sent by the 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 box through which other people have access. Another existing option, which can be verified with the company's IT department, is the configuration of automatic forwarding of messages received in the IRD's email.
It is emphasized that these options are the exclusive responsibility of the IRD, and it is certain that they do not remove his responsibility.

Starting 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 (https://www.rad.cvm.gov.br/ENET), under the “Document Submission” menu, waiving the procedure of completing and generating this form on the client, which was deactivated, as disclosed by Circular Office No. 5/2021-CVM/SEP, accessible via the link https://conteudo.cvm.gov.br/legislacao/oficioscirculares/sep/oc-sep-0521.html. The issuer must proceed to update the Registration Form whenever any of the data contained therein is altered, within 7 (seven) business days counted from the event that caused the alteration, as determined in Article 23 of CVM Instruction No. 480/09. It is also alerted that, regardless of this update, annually the issuer must confirm, by May 31 of each year, that the information contained in the Registration Form remains valid, as provided for in the sole paragraph of Article 23 of CVM Instruction No. 480/09. This confirmation must be made by submitting the first version of the Registration Form of the current year, by May 31, and its completion must be carried out in a complete and adequate manner to what is required by CVM Instruction No. 480/09, observing, in particular, Article 14 of the aforementioned Instruction. When presenting the Registration Form, the company's name must be written identically to that presented in the Bylaws, and only if the size does not allow, due to the number of characters, should some abbreviation be made. Finally, it is alerted that the letter “c” of item 2.1 of the Registration Form also requests the trading code of each species or class of shares admitted to trading.

3.3.2 Reference Form

a. Annual Submission of the Form

The Reference Form is an electronic document, submitted periodically and occasionally, provided for in Article 24 of CVM Instruction No. 480/09, whose content reflects Annex 24 of the aforementioned Instruction.
In the case of issuers registered in Category B, the fields marked with “X” are optional.

According to the aforementioned Article 24 of CVM Instruction No. 480/09, the Reference Form must be submitted fully updated annually, within a period of up to 5 (five) months counted from the date of closing of the fiscal year.
The annual presentation of the Reference Form should preferably occur after the holding of the Shareholders' Meeting. With this procedure, it will already be possible to include information in the document, for example, regarding the 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 for in paragraphs 3 and 4 of Article 24 of the Instruction must be reflected in the Reference Form when presented annually, regardless of the existence of a command in Annex 24 regarding the provision of information relating to the current fiscal year.
After the holding of the Shareholders' Meeting and before the end of the deadline for annual submission of the Reference Form provided for in Article 24 of CVM Instruction No. 480/09, if any of the events that impose the update of the document occur, the issuer may opt to (i) resubmit the Reference Form of the previous fiscal year; or (ii) present the document relating to the current fiscal year. In this case, the issuer must pay attention to (i) not resubmitting the document relating to the previous fiscal year as if it were the Reference Form updated with all the information of the current fiscal year; or (ii) not presenting the Reference Form updated with all the information of the current fiscal year as if it were the resubmission of the document relating to the previous fiscal year. In the annual submission of the Reference Form, the date end of the fiscal year to which the Form to be delivered refers must be indicated as “FRE Reference”. The Reference Form must be completed and submitted to the CVM through the Empresas.NET System (see Chapter 9), available for download on the CVM's website on the world wide web, at the link http://conteudo.cvm.gov.br/menu/regulados/companhias/prog-empnet.html. The guidelines for preparing the Form can be consulted in this circular (see Chapter 10).

b. Update of the Reference Form

CVM Instruction No. 480/09 provides, in paragraph 3 of Article 24, certain events that impose the obligation of registered issuers in Category A to update, within 7 (seven) business days counted from the date of occurrence of the event, the fields of the Reference Form whose information is affected by the incidence of the events described below:
a) change of administrator, member of the Fiscal Council, member of statutory committee, or member of audit, risk, financial, and remuneration committees, even if such committees or structures are not statutory, provided that such committees or structures participate in the decision-making process of the administration or management bodies of the issuer as consultants or auditors; b) change in share capital;

c) issuance of new securities, even if privately subscribed; d) alteration in the rights and advantages of the securities issued; e) change in controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer; f) when any natural or legal person, or group of persons representing the same interest, directly or indirectly, exceeds, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer, provided that the issuer has knowledge of such alteration; g) merger, share merger, consolidation, or spin-off involving the issuer; h) alteration in projections or estimates or disclosure of new projections and estimates; i) celebration, alteration, or termination of a shareholders' agreement filed at the issuer's headquarters or from 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; and k) communication, by the issuer, of the change of the independent auditor in accordance with specific regulation. With respect to this, for the purposes of Article 24, paragraph 3, item II of CVM Instruction No. 480/09, a change in share 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 24 of the aforementioned Instruction, must also update, within 7 (seven) business days, counted from its 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 privately subscribed; c) change in controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer; d) merger, share merger, consolidation, or spin-off involving the issuer; e) alteration in projections or estimates or disclosure of new projections and estimates;

f) declaration of bankruptcy, judicial reorganization, judicial or extrajudicial liquidation, or judicial homologation of extrajudicial reorganization; and g) communication, by the issuer, of the change of the independent auditor in accordance with specific regulation.
In the case of the election of administrators, it is also remembered that the Reference Form must be updated within the regulatory period, even if the administrators were re-elected, given the change in mandates.
In the update of a Reference Form already delivered, which implies the delivery of a new version, issuers must inform, in the “Presentation Type” field, whether the update refers to a “Spontaneous Resubmission” or “Resubmission by CVM/B3 Requirement”.
Furthermore, in the “Object 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 inform if the resubmission is due to a request for registration of public distribution of securities.
Category B issuers who opt to present information indicated in Annex 24 as optional for their category must: (a) maintain the optional information that was provided in all updates of the Reference Form that may be presented by the company; and (b) update the optional information provided in the manner provided for in paragraphs 3 and 4 of Article 24 of CVM Instruction No. 480/09. There is no impediment, however, for the issuer to cease presenting the optional information when delivering the Reference Form of the subsequent fiscal year. In due course, it is clarified that the change in the quantity of treasury shares resulting from the execution of a repurchase program does not represent a scenario provided for in paragraph 3 of Article 24 of CVM Instruction No. 480/09, for which reason the update of the Reference Form, in this case, would not be necessary. Nevertheless, if the quantity of shares acquired throughout the program reaches the thresholds established in item VI of paragraph 3 of Article 24 of CVM Instruction No. 480/09, due to the possibility of variation in the percentage of all shareholders, it is recommended that item 15.1/2 (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 investor's 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 consideration 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. Furthermore, the form must record the quantity and percentage of shares held by investors, disregarding, for these purposes of updating the Reference Form, shares referenced in derivative contracts held by the investor.

In accordance with Article 24-A of CVM Instruction No. 480/09, if there is a change in the president or 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 taking office, due to the scenarios provided for in paragraphs 3 and 4 of Article 24 of this Instruction, observing the registration category of the issuer. In updates resulting from paragraphs 3 and 4 of Article 24, the declaration must have the content provided for in item 1.2 of Annex 24 of CVM Instruction No. 480/09. It is necessary to alert, finally, that the general guidelines contained in Chapter 10 of this Circular Office regarding the updateable fields of the Reference Form do not constitute and should not be understood as an exhaustive list, being the issuer's obligation to verify and update all fields of the Form that, in their specific case, are impacted by the occurrence of the events provided for in paragraphs 3 and 4 of Article 24.

c. Resubmission of the Reference Form due to registration of distribution

CVM Instruction No. 480/09 provides, in paragraph 2 of Article 24, that, in the case of a request for registration of public distribution, 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 request for registration of public distribution, the issuer may opt to resubmit the Reference Form of the previous fiscal year or to present the Reference Form of the current year, provided that the information relating to the previous fiscal year is filled in.
In the resubmission of the Reference Form, issuers must indicate as “FRE Reference” the date end 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 signed by the IRD and the President of the company, the Reference Form must be a true, accurate, and complete portrait of the issuer's economic-financial situation, and the information contained therein must be useful, true, complete, and consistent, as provided for in Articles 14 and 17 of CVM Instruction No. 480/09.
Thus, issuers are alerted that persons responsible for the content of the Reference Form must ensure the permanent quality of the document, and it is not expected that in the resubmission resulting from a request for registration of public distribution, the information contained therein undergoes substantial alterations, beyond those that necessarily would have to be made to update the document in this situation, including in cases expressly provided for in Annex 24 of CVM Instruction No. 480/09. In accordance with Article 24-A of CVM Instruction No. 480/09, if there is a change in the president or 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 taking office, due to the scenarios provided for in paragraphs 3 and 4 of Article 24 of this Instruction, 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 president and investor relations director must sign the declaration provided for in item 1.1 of the Reference Form, as provided for in paragraph 2 of Article 24-A of CVM Instruction No. 480/09.
In the case of requests for registration of public distribution of offerings for issuers already registered with the CVM, carried out under the reserved analysis regime provided for in CVM Deliberation No. 809/19, of 19.02.2019, their initial petition, the Reference Form (although prepared in the Empresas.NET System), and the other documents of the already registered issuer must be submitted through the CVM's Digital Protocol System, and not through the Empresas.NET System, in accordance with Circular Office No. 02/2019/CVM/SEP. The CVM's Digital Protocol was fully automated to allow 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 http://conteudo.cvm.gov.br/menu/atendimento/protocolodigital.html.

3.3.3 Standardized Financial Statements – DFP

The Standardized Financial Statements Form (DFP) is an electronic document, submitted periodically, provided for in Article 21, item IV, of CVM Instruction No. 480/09, whose submission to the CVM must be done through the Empresas.NET System (see Chapter 9).
According to Article 28 of CVM Instruction No. 480/09, the DFP Form must be filled in with the data from the financial statements prepared in accordance with the accounting rules applicable to the issuer, in accordance with Articles 25 to 27 of the Instruction, and delivered:
a) by the national issuer, within 3 (three) months after the closing of the fiscal year or on the same date of sending the financial statements, if this occurs on an earlier date; b) by the foreign issuer, within 4 (four) months of the closing of the fiscal year or on the same date of sending the financial statements, if this occurs on an earlier date.
In this sense, according to a decision by the CVM Board, of 15.07.2014 (Reg. No. 8620/13), in an analysis of a query formulated by IBRACON, there is no obligation to fill in the information relating to the penultimate fiscal year in DFP Forms, in cases where the financial statements relating to the same period do not contain this data.
It is emphasized that the submission of the DFP Form is mandatory, and its delivery does not waive the sending of the financial statements that served as the basis for its completion and vice versa.
In the case of financial institution issuers, attention is called to the understanding set out in item 3.2.1, “Financial institutions authorized to operate by the Central Bank of Brazil, of this Circular Office.
If it discloses projections, the issuer must confront in the DFP Form, in the field “Commentary on the behavior of business projections”, 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 20 of CVM Instruction No. 480/09.

It is further noted that, in accordance with item 3.2 of this Circular Letter, notwithstanding the obligation to send the summary report of the Statutory Audit Committee provided for in article 31-D, item VI, of CVM Resolution No. 23/21 along with the financial statements, it must also be presented in the DFP, for now, under "Other Information that the Company Deems Relevant."

In the case of a Non-Statutory Audit Committee or a Statutory Audit Committee not adhering to CVM Resolution No. 23/21, the sending of the opinion, when issued, will be mandatory.

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

The DFP Form must be disclosed simultaneously with the disclosure of the company's Financial Statements.

3.3.4 Quarterly Information – ITR

Article 29 of CVM Instruction No. 480/09 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).

According to article 29 of CVM Instruction No. 480/09, 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 25 to 27 of the Instruction, 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.

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 non-business) following the closing of the quarter, adjusting the final date if it is a holiday or weekend, extending it to the next business day.

Attention is drawn to the fact that, according to the request contained in item II of paragraph 1 of the aforementioned article 29, the ITR Form must be accompanied by the 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 25 of the aforementioned Instruction.

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, the councilors must analyze the quarterly information in advance of its disclosure to the market and make the recommendations they deem appropriate.

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

In concrete situations, the councilor must be diligent and adopt the best way of acting to fulfill their fiduciary duties. On the other hand, the CVM will not refrain from investigating responsibilities when faced with non-compliance with these duties, it being certain that the fiscal councilor may be required 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 electronic 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 28 of the Instruction), which includes the entire fiscal year. If there is a statutory alteration that results in a fiscal year longer or shorter than one year (sole paragraph of article 175 of Law No. 6.404/76), it may be the case that the company presents more or less than 3 (three) ITR forms.

It is worth alerting that the ITR Form of open companies registered in Category A must contain consolidated accounting information whenever such issuers are obliged to present consolidated financial statements, in accordance with Law No. 6.404/76, as determined by paragraph 2 of article 29 of CVM Instruction No. 480/09.

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

If projections are disclosed, the issuer must compare quarterly, in the appropriate field of the ITR Form and the DFP Form (in the case of the last quarter), the projections disclosed in the Reference Form with the results actually obtained in the quarter, indicating the reasons for any differences, as determined in paragraph 4 of article 20 of CVM Instruction No. 480/09.

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

In the understanding of the SEP, corroborated by the Special Federal Prosecutor's Office at the CVM, it cannot be required that the members of the Board of Directors expressly 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 the councilors must analyze the quarterly information in advance of its disclosure to the market and make the recommendations they deem appropriate.

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

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

In any case, companies must disclose the date on which authorization was granted for the issuance of the accounting statements and who provided such authorization, that is, they must inform which corporate body authorized their disclosure and on what date, in line with the requirement provided for in item 17 of Technical Pronouncement CPC 24, approved by CVM Deliberation No. 593/09.

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

3.3.5 Securitization Company Reports

According to Circular Letter No. 8/2019/SIN/CVM, published on 24.07.2019, and Circular Letter No. 10/2019/CVM/SIN, published on 09.09.2019, Securitization Companies must, since 01.10.2019, send the Reports with reference to CRA and CRI issuances, when the separate patrimony is constituted exclusively, through the Fundos.NET System. These obligations arise from CVM Instruction No. 600/18, which amended CVM Instruction No. 480/09.

It is highlighted that CVM Resolution No. 60/21 (which provides for securitization companies of credit rights registered with the CVM) enters into force on 02.05.2022.

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 out in the Empresas.NET System, whose content reflects Annex 29-A of CVM Instruction No. 480/09.

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

It is worth noting that the information provided by the company through the filling out 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 12.1 of the Reference Form.

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

Furthermore, attention should be paid to the obligation to present relevant justifications, instead of mere safeguards, in the cases 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.

3.4 Ordinary General Assembly – OGA

According to the wording of article 132 of Law No. 6.404/76, annually, in the first four months following the end of the fiscal year, there must be an ordinary general assembly (OGA) to take the accounts of the administrators, examine, discuss and vote on the financial statements, deliberate on the 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.

Under article 60, item III, of CVM Instruction No. 480/09, failure to observe the deadline set in article 132 of Law No. 6.404/76 for the holding of the ordinary general assembly is considered a serious offense.

On 17.04.2020, CVM Instruction No. 622/20 was issued, which sought to improve the provisions of CVM Instruction No. 481/09, considering Provisional Measure No. 931, of March 30, 2020, 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 except the rule set out in paragraph 2 of article 124 of Law No. 6.404/76 for publicly-held companies and, even, authorize the holding of a digital assembly.

In this sense, the rule issued established the conditions for companies to hold entirely digital assemblies. It was a point adjustment with the aim of providing a quick response to some of the challenges imposed by the current pandemic of the new coronavirus on open companies.

However, it should be noted that since the 2015 reform (CVM Instruction No. 561/15) it was already possible for companies to make an electronic system available to their shareholders for (i) the sending of the remote voting ballot (article 21-C, I); or (ii) remote participation during the assembly (article 21-C, II).

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

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

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

Among such aspects, the rule issued provided that the company must ensure that the electronic system referred to in the caput ensures the registration of shareholders' presence 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.

Finally, it is recalled that, upon the conversion of the Provisional Measure into Law No. 14.030/20, the possibility of the CVM regulating the possibility of holding an assembly in another place outside the municipality of the headquarters ceased to be in force, which is why CVM Resolution No. 5/20 was issued, which revoked paragraph 4 of article 4 initially introduced by CVM Instruction No. 622/20.

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 OGA, 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, and it must be specified 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) a copy of the financial statements; c) the report of the independent auditors; d) the opinion of the Fiscal Council, including dissenting votes, if any; and e) other documents pertinent to matters included on the agenda.

Up to at least 5 (five) days before the date set for the holding of the OGA, the company must publish the documents cited in letters "a", "b" and "c" above (paragraph 3 of article 133). It is worth noting that, regardless of this publication, the caput of article 133 of Law No. 6.404/76 requires that documents pertinent to matters included on the agenda of the OGA 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 OGA that brings together 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 and in item VIII of article 21 of CVM Instruction No. 480/09 to be cured, but the publication of the documents and their sending via the Empresas.NET System before the holding of the assembly is mandatory (paragraph 4 of article 133).

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

3.4.2 Administration's Proposal for OGA

a. Issuers registered in Category A to which CVM Instruction No. 481/09 applies

Regarding the minimum documents and information that must be made available to shareholders when convening the OGA, open companies registered in Category A that are authorized by a market administrator entity to trade shares on a stock exchange and have shares in circulation, thus considered the company's shares, with the exception of those owned by the controlling shareholder, persons linked to him, the company's administrators and those held in treasury, must pay attention to the provisions of CVM Instruction No. 481/09, especially regarding what is set out in articles 8 to 21 of this Instruction.

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 on the agenda of the OGA be made available to shareholders, at the company's headquarters, up to one month before the date set for the holding of the OGA, and it is also required by article 21, item VIII, of CVM Instruction No. 480/09 that, within the same deadline, all documents necessary for the exercise of the right to vote at the OGA must be available on the CVM's Internet page.

Furthermore, article 9 of CVM Instruction No. 481/09 provides, for issuers registered in Category A to which CVM Instruction No. 481/09 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); b) copy of the financial statements (sent via the Empresas.NET System – see item 3.2);

c) administrators' comment on the company's financial situation, in accordance with item 10 of the Reference Form ("directors' comments") (sent, via the Empresas.NET System, in the "Assembly" category, type "OGA" or "OGA/E", species "Administration's Proposal", subject "Administrators' comment on the company's financial situation"); d) report of the independent auditors (included in the financial statements and in the DFP Form – see items 3.2 and 3.3.3); e) opinion of the Fiscal Council, including dissenting votes, if any (included in the financial statements and in the DFP Form – see items 3.2 and 3.3.3, as well as sent via the Empresas.NET System by virtue of item VI of article 30 of CVM Instruction No. 480/09, in the "Administration Meeting" category, type "Fiscal Council", species "Minutes", subject "Opinion on the financial statements"); f) DFP Form (sent via the Empresas.NET System – see Chapter 9); g) proposal for the allocation of the net profit of the year which must contain, at a minimum, the information indicated in Annex 9-1-II of the Instruction (sent via the Empresas.NET System by the "Assembly" category, type "OGA" or "OGA/E", species "Administration's Proposal", subject "Allocation of Results"); and h) opinion of the audit committee, if any (sent via the Empresas.NET System by the "Administration Meeting" category, type "Audit Committee", species "Minutes", subject "Opinion on the financial statements" – see item 3.2).

It should be noted that the administration's proposal for the allocation of net profit must contain, at a minimum, the information required in Annex 9-1-II of CVM Instruction No. 481/09, and should not be limited to the enumeration of the items to be submitted to the 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 9-1-II of CVM Instruction No. 481/09, it is worth clarifying that the information to be provided in items 2 and 5 of the aforementioned annex have different objectives, 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 for approval by the assembly, deducting any values already approved in advance, whether such values are paid or not.

Additionally, it is worth noting that in item 5.d of Annex 9-1-II of CVM Instruction No. 481/09, 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 the aforementioned event. The date or payment deadline must be stated in item 5.b of the same annex.

It is also recommended that companies disclose in the Administration Proposal information regarding the eventual incidence of tax on the proposed dividends.

According to the Collegiate Body's decision of 27.09.2011 (Process CVM RJ2010/14687) 5, companies that have recorded a loss for the fiscal year are not obliged to present the information indicated in Annex 9-1-II of CVM Instruction No. 481/09.

Companies that fall into this situation must inform in the Administration Proposal that Annex 9-1-II of CVM Instruction No. 481/09 is not being presented due to the recording of a loss for the fiscal 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 scheduled for the holding of the OGM, in addition to the documents indicated in the Law, the other documents pertinent to matters included in the agenda.

The sole paragraph of Article 6 of CVM Instruction No. 481/09, in turn, determines that the documents and information required therein must be made available to shareholders by the date of publication of the first call announcement, unless Law No. 6.404/76, the Instruction, or another CVM norm establishes a longer deadline.

In view of this, issuers are alerted that, should the election of administrators or members of the Fiscal Council or the fixing of their remuneration be included in the agenda of the OGM, issuers registered in Category A to whom CVM Instruction No. 481/09 applies must provide, at minimum, the documents and information required by Articles 10 and 12 of CVM Instruction No. 481/09 within 1 (one) month prior to the date scheduled for the holding of the meeting.

If the bylaws or eventual nomination or indication policy establish minimum requirements for the indication of members of the Board of Directors or the Fiscal Council, the Administration Proposal must indicate the candidates' profiles' adherence to these requirements, thereby allowing for an informed decision by shareholders.

It is also recommended that the minutes of the meeting of the Board of Directors or the Nomination, Indication Committee, or equivalent body, if any, in which the candidates' adherence to these requirements was analyzed, be disclosed.

Such information must be included in the Administration Proposal, which must be submitted via 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 of Article 10 of CVM Instruction No. 481/09, companies registered in Category A to whom CVM Instruction No. 481/09 applies must present the information required for items 12.5 to 12.10 of the Reference Form, in accordance with Annex 24 of CVM Instruction No. 480/09.

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

To comply with the requirement of Article 9, item III, and Article 12, item II, of CVM Instruction No. 481/09, companies registered in Category A to whom CVM Instruction No. 481/09 applies must present the information required for sections 10 and 13 of the Reference Form, in accordance with Annex 24 of CVM Instruction No. 480/09. According to the understanding expressed by the CVM Collegiate Body in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and No. RJ2013/4607) 6, the definition of the number of members of the Board of Directors, when the bylaws provide for a minimum and maximum number, must be the subject of deliberation at the general meeting of shareholders.

Thus, without prejudice to the provisions of paragraph 7 of Article 141 of Law No. 6.404/76 7, the most appropriate procedure is the disclosure, in the call notice, that the number of members to compose the Board of Directors of the company will be deliberated in its agenda.

Furthermore, the CVM Collegiate Body understood, on the same occasion, that the administration proposal should contain the possible scenarios regarding the number of members to be elected, either through cumulative 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 cumulative voting process.

In this sense, it is recommended that the controlling shareholder/administration inform the number (fixed or minimum) of councilors for a given term that would be elected by cumulative or majority vote (for example, 10 members), such that this number could be increased by up to 2 members due to separate elections (i.e., reaching the number of 11 or 12 councilors) 8.

In line with the provisions of Article 6, item II, of CVM Instruction No. 481/09, companies must disclose information about candidates for the Board of Directors and Fiscal Council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by the administration or by controlling shareholders by virtue of Article 10 of CVM Instruction No. 481/09.

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

The suggested form of disclosure is via the Empresas.NET System, functionality “IPE Online”, 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.

Furthermore, it is recalled that regarding the indication of candidates for members of the Board of Directors/Fiscal Council, companies that adopt remote voting either mandatorily or optionally must pay attention to the provisions regarding this matter brought by CVM Instruction No. 481/09 (see item 7.2).

6 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html.
7 Article 141. (...) § 7º Whenever, cumulatively, the election of the Board of Directors takes place by the cumulative voting system and the holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be guaranteed to a shareholder or group of shareholders linked by a voting agreement that holds more than 50% (fifty percent) of the shares with voting rights the right to elect councilors in a number equal to that elected by the other shareholders, plus one, regardless of the number of councilors that, according to the bylaws, compose the body.”

It is called to attention that some companies already adopt this practice and allow in their Bylaws that non-controlling shareholders present candidates for the Board of Directors, provided that these shareholders present information about the candidates until a certain deadline prior to the date scheduled for the assembly.

These practices, however, must be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted in Law No. 6.404/76. According to the understanding issued by the SEP, requirements to present information about candidates prior to the assembly, even if provided in the Bylaws, cannot be used as an imposition to obstruct the right of shareholders provided 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 assembly.

In order to allow a better understanding by investors of the remuneration proposal (item I of Article 12 of CVM Instruction No. 481/09) 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 13 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 (fiscal year).

Whenever the assembly agenda includes an item regarding the provision of indemnity commitment for administrators, it is recommended that the administration proposal include the necessary information for shareholders to make a decision. In this sense, it is suggested consulting CVM Advisory 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 in the assembly. As provided in CVM Instruction No. 481/09, 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 with the Administration Proposal contain an index.

Whenever there is a need to resubmit the Administration 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 compliance with a requirement formulated by the CVM, reference must be made to the letter issued.

Finally, it is highlighted that there is no hypothesis of exemption from submitting the Administration Proposal for issuers registered in Category A to whom CVM Instruction No. 481/09 applies, since, at 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 10 of the Reference Form, as required by Article 9, item III, of CVM Instruction No. 481/09.

It is further emphasized that, 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 submission of the Administration Proposal outside the deadline provided in the caput of the article if this document is published before the holding of the assembly.

Finally, it is important to highlight that the Remote Voting Ballot document should not be part of the administration proposal to the assembly or the participation manual, as it is a document with specific rules for presentation and submission. b. Issuers registered in Category B and in Category A to whom CVM Instruction No. 481/09 does not apply With the entry into force, on 01.01.2020, of CVM Instruction No. 609/19, which amended CVM Instruction No. 480/09, Administration Proposals for general meetings will be mandatory only for companies registered in Category A, authorized by a market administrator entity to trade shares on a stock exchange, and that have shares in circulation.
3.4.3 OGM Call Notice
In accordance with item II of paragraph 1 of Article 124 of Law No. 6.404/76, the call for 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 assembly, the agenda, with the advance period of the first call, for open companies, being 21 (twenty-one) days and the second call being 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 OGM or OGM/E call notice be published and disclosed in the Empresas.NET System at least 1 (one) month in advance of the holding of the assembly, simultaneously with the Administration Proposal.

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

Thus, in the event that the OGM is not installed in 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 assembly will be held in the second call. The aforementioned assembly may not be held, in the second call, within a period less than 8 (eight) days, counted from the date on which the second notice was published (item II, of paragraph 1, of Article 124, of Law No. 6.404/76).

The call notices for OGM and OGM/E 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 rubric “general matters” for matters that require assembly deliberation is prohibited.

Furthermore, the call notices must contain, obligatorily:
a) in assemblies destined for the election of members of the Board of Directors, the minimum percentage of participation in voting capital necessary to request the adoption of cumulative voting; b) if, for reasons of force majeure, the assembly is not held in the building where the company has its headquarters, the location where the assembly will be held, which must be in the same Municipality as the headquarters; c) if remote participation by means of an electronic system is admitted, in accordance with Article 21-C, paragraph 2, item II, of CVM Instruction No. 481/09, information detailing the rules and procedures on how shareholders can participate and vote remotely in the assembly, including necessary and sufficient information for access and use of the system by shareholders, and whether the assembly will be held partially or exclusively in digital mode.

Upon receipt of a request to adopt the cumulative voting process and verified that it complies with the provisions of Article 141 of Law No. 6.404/76 and CVM Instruction No. 165/91, the company must disclose, via the “IPE Online” of the Empresas.NET System, in the category “Notice to Shareholders”, type “Adoption of the cumulative 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 assembly.

Furthermore, it is recalled that regarding the adoption of the cumulative voting process, companies that adopt remote voting either mandatorily or optionally must pay attention to the provisions regarding this matter brought by CVM Instruction No. 481/09 (see item 7.2).

According to the understanding expressed by the CVM Collegiate Body 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 Directors, when the bylaws provide for a minimum and maximum number, must be the subject of deliberation at the general meeting of shareholders.

Thus, without prejudice to the provisions of paragraph 7 of Article 141 of Law No. 6.404/76 10, the most appropriate procedure is the disclosure, in the call notice, that the number of members to compose the Board of Directors of the company will be deliberated in its agenda.

9 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html.
10 Article 141. (...) § 7º Whenever, cumulatively, the election of the Board of Directors takes place by the cumulative voting system and the holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be guaranteed to a shareholder or group of shareholders linked by a voting agreement that holds more than 50% (fifty percent) of the shares with voting rights the right to elect councilors in a number equal to that elected by the other shareholders, plus one, regardless of the number of councilors that, according to the bylaws, compose the body.”

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

A copy of the call notice for the Ordinary General Assembly must be sent to the CVM, via the Empresas.NET System, category “Assembly”, types “OGM” or “OGM/E”, species “Call Notice”, within 21 (twenty-one) days before the date scheduled for the holding of the Ordinary General Assembly or on the same day of its first publication, whichever occurs first, in accordance with item VII of Article 21 of CVM Instruction No. 480/09.

It is recalled that Law No. 12.431/11 amended 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 in a general meeting, in accordance with CVM regulation.

CVM Instruction No. 481/09 regulated the remote voting procedure, as stated in item 7.2 of this Circular Letter.

In accordance with CVM Instruction No. 622/20, companies may also hold assemblies in a partial or exclusively digital manner provided they fully comply with the requirements established in the aforementioned Instruction.

It is considered that the assembly 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 ballot 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 ballot as a means to exercise the right to vote.

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

The call announcement must list the documents required for shareholders to be admitted to the assembly, and the company may request the prior deposit of the documents mentioned in the aforementioned announcement. The company may require the shareholder who intends to participate via the electronic system, in accordance with Article 21-C, item II, of CVM Instruction No. 481/09, to deposit the documents referred to in paragraph 1 within up to 2 (two) days before the date of holding the assembly.

Without prejudice to the provisions of Article 141, paragraph 1, of Law No. 6.404/76, it is recommended that companies, in the call notices of assemblies, highlight the importance that requests for cumulative 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 IX and X of Article 21 of CVM Instruction No. 480/09, summaries of decisions of the ordinary general assembly must be sent, via the “IPE Online” of the Empresas.NET System, on the same day of its holding, by the category “Assembly”, 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 their publication by the category “Assembly”, types “OGM” or “OGM/E”, species “Minutes”.

In this sense, it is worth noting that the summary of decisions taken in the assembly (provided for in item IX of Article 21 of CVM Instruction No. 480/09) does not coincide with the minutes of the OGM (provided for in item X of Article 21 of CVM Instruction No. 480/09), 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 events.

Thus, the summary provided for in item IX of Article 21 of CVM Instruction No. 480/09 deals only with the results of the assembly's deliberations.

It is highlighted that CVM Instruction No. 480/09 exempts the submission of the summary of decisions to the issuer who submits the minutes of the general assembly on the same day of its holding, as provided for in paragraph 2 of Article 30 and the sole paragraph of Article 31. To use this faculty, however, it is necessary for the issuer to send the complete minutes of the general assembly on the same day of the holding of the meeting.

In this sense, it is highlighted that, in accordance with item X of Article 21 of CVM Instruction No. 480/09, the minutes of the OGM must be accompanied, in the same file, by any statements 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, OGM minutes archived at the CVM should also contain the attendance list and the exact quorum for installation and approval of a specific matter. It is also recommended that the minutes contain, at least, the indication of relevant shareholders who elected members to the Board of Directors and Fiscal Council, without prejudice to the disclosure of the final voting map detailed in Article 21-W, paragraph 6, item II of CVM Instruction No. 481/09.

Finally, it is highlighted that, if the assembly is suspended for any reason, the submission of the summary and/or minutes must be made with the information that the aforementioned assembly was suspended, the reason for the mentioned suspension, and that subsequently the work will be resumed. The resumption of the assembly will entail the 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 all and any form of remuneration including, but not limited to, salary, pró-labore, variable remuneration, grant of shares or options, direct and indirect benefits, in accordance with CPC 33 (R1) – Employee Benefits.

It should be noted that the CVM Board expressed its understanding in a meeting held on 12/08/2020 (CVM Process No. 19957.007457/2018-10 11) that employer social charges are not covered by the concept of "benefit of any nature" set forth in Article 152 of Law No. 6,404/76, and therefore do not integrate the amounts of global or individual remuneration subject to approval by the general meeting.

According to the understanding set forth by the CVM Board in a meeting held on 03/10/2015 (CVM Process No. RJ2014/6629 12), amounts paid to administrators based on stock option plans, or other types of stock-based compensation plans, as they constitute 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 relating to administrator remuneration and stock-based compensation plans) must be met, and the provisions of Articles 12 and 13 of CVM Instruction No. 481/09 must be observed.

Regarding the remuneration of the fiscal council member, 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 average amount attributed to each director, excluding profit participation.

It is recalled that members of the Board of Directors can verify whether the management of the open company observes the cited provision through the information disclosed in section 13 of the Reference Form, which must be updated annually, in compliance with the provision of paragraph 1 of Article 24 of CVM Instruction No. 480/09.

In addition, the detailed description of the composition of directors' remuneration must be included in the respective management proposal in which it is deliberated, as provided for in Articles 12 and 13 of CVM Instruction No. 481/09.

If the council member believes that this data is not sufficient to attest 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 aforementioned Law.

It is emphasized that the CVM Board, by majority vote, in a meeting held on 08/27/2019, regarding CVM Process No. 19957.007396/2017-00, expressed its understanding that "the regulator cannot require that the general meeting of open companies also approve the amount of remuneration of administrators who hold positions in the management of controlled companies – whether wholly-owned 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 the general meeting of each company is responsible for approving the remuneration of its own administrators for the position held therein, observing the general criteria provided therein – which serve as benchmarks for the assembly decision – without prejudice, however, to the adoption of governance mechanisms that allow shareholders of the company to define the voting instruction in the meetings of the controlled company.

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

Finally, 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, through the company itself, and indirectly, through these wholly-owned and controlled subsidiaries, that they submit to the scrutiny of the general meeting of the open company, both the portion borne by the company itself and the portion borne by its wholly-owned and controlled subsidiaries.

3.5 Trustee Agent Reports and Communications

Law No. 6,404/76 determines, in letters "b" and "c" of paragraph 1 of Article 68, that trustee agents must, respectively:

a) annually, prepare and make available to debenture holders, within 4 (four) months of the end of the company's fiscal year, a report informing about relevant events that occurred during the year, relating to the execution of obligations assumed by the company, to the collateral assets of the debentures and to the constitution and application of the amortization fund, if any, and the report must also contain the trustee's declaration 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 the responsibility of issuers of debentures admitted to trading in regulated markets in Brazil to send the report provided for in item XI of Article 21 of CVM Instruction No. 480/09, via "IPE Online" of the Empresas.NET System, through the category "Economic-Financial Data", type "Trustee Agent Report", within 4 (four) months of the end of the fiscal year or on the same day of its disclosure by the trustee agent, whichever occurs first.

In addition, without prejudice to the provision of Article 3 of CVM Resolution No. 44/21, communications from the trustee agent prepared in compliance with Article 68, paragraph 1, letter "c" of Law No. 6,404/76 must be sent by issuers to the CVM, immediately after receipt of the notification sent by the trustee agent, through "IPE Online" of the Empresas.NET System, category "Economic-Financial Data", type "Notification of trustee agent to debenture holders", as provided for in Articles 30, item XX, and Article 31, item IX, both of CVM Instruction No. 480/09.

According to Circular Letter No. 8/2019/SIN/CVM, published on 07/24/2019, and Circular Letter No. 10/2019/CVM/SIN, published on 09/09/2019, securitization companies must, since 10/01/2019, send their periodic and occasional information, with reference to CRA and CRI issuances, when the separate estate is constituted exclusively, through the Fundos.NET System. These obligations arise from CVM Instruction No. 600/18, which amended CVM Instruction No. 480/09.

4 Main Occasional 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 decision of the general meeting or the management bodies of the company, or any relevant fact that occurred 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 lot 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 for the adoption of the channel provided for in item II of paragraph 4 of Article 3 of CVM Resolution No. 44/21, must be preceded by (i) updating the disclosure policy for material acts or facts, in accordance with Article 17 of CVM Resolution No. 44/21; (ii) updating the Company's Registration Form; and (iii) disclosure of 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 to disclose 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 a change in the disclosure policy for material acts or facts.

According to Article 3 of CVM Resolution No. 44/21, it is the responsibility of the 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 over-the-counter market entity where the company's securities are admitted to trading, any material act or fact that occurred or is related to its business (defined in Article 2 of this Instruction), as well as to guarantee its broad and immediate dissemination, simultaneously, in all markets where such securities are admitted to trading.

Following 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 before the opening of the trading session) or after the closing of business at the stock exchanges and over-the-counter market entities where the company's securities are admitted to trading.

Paragraph 1 of the same article determines that, if the company's securities are admitted to simultaneous trading 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 Instruction provides for the possibility of disclosing a material fact before the start of business in a market, it is understood as a best practice that the disclosure occurs preferably after the closing of business in all countries where the securities are traded, allowing a longer period for investors to analyze the effects resulting from the disclosed information.

If disclosure 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.

If it is imperative that the disclosure of a material act or fact occurs during trading hours, the Director of Investor Relations must request, always simultaneously to the stock exchanges and over-the-counter market entities, national and foreign, where 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 over-the-counter market entities on the subject.

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

The obligation to disclose through "IPE Online" of the Empresas.NET System is independent of the issuer's registration category, as determined in Article 30, item X, and Article 31, item VI, of CVM Instruction No. 480/09.

Corporate legislation does not prevent relevant information from being broadcast 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, even, the possibility of insider trading, it requires that the material fact in question be disclosed, prior or simultaneously to 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 its 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 CVM Resolution No. 44/21.

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 at risk the legitimate interest of the company.

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) sealed envelope, in which the word "confidential" must appear prominently, as per 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 there is 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 on 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 where the securities are admitted to trading, so that disclosure can be made quickly in case of urgency.

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

It is highlighted 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 RJ2006/5928 13 and PAS CVM No. 24/05 14). If the relevant information escapes the control of management or there is atypical oscillation in the quotation, price, or quantity traded of the securities issued by the open company or referenced thereto, the DRI must inquire about the people with access to material acts or facts, with the aim of verifying if they have knowledge of information that should be disclosed to the market. The vote of Relator Director Marcelo Trindade to CVM Administrative Sanction Process No. 04/04 15 goes in this 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. In addition, the market is increasingly trying to anticipate the disclosure of information, instead of 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.

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

Therefore, in cases where failures in the disclosure of 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 Fiscal Council, and any bodies with technical or consultative functions, created by statutory provision, are subject to the determination of responsibility for the eventual infringement of the cited 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 the case may be.

Once the broadcasting of news in the press involving information not yet disclosed by the issuer is confirmed, through the Empresas.NET System, "IPE online" functionality, or the broadcasting of news that adds a new fact to already disclosed information, it is the responsibility of the company's management and, in particular, its DRI to analyze the potential impact of the news on trading and, if necessary, to manifest itself immediately regarding the aforementioned news, through "IPE Online" of the Empresas.NET System, and not only after receiving a question from the CVM or B3.

The decision regarding the disclosure of material acts or facts is the competence of the company's management 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 sentences issued in the context of proceedings, including arbitration, of which they have knowledge, when these can be characterized as relevant information, capable of affecting investors' decisions to buy, sell, or hold the securities issued by the company.

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

The information to be disclosed must be expressed in clear and objective language, must be true, complete, consistent, and must not induce the investor to error, as required in Article 3, paragraph 5, of CVM Resolution No. 44/21, and in Articles 14 to 19 of CVM Instruction No. 480/09.

For example, the company must refrain from issuing 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 for in the norms dealing with the disclosure of information, notably those that regulate the disclosure of relevant information (CVM Resolution No. 44/21) and establish general rules on content and form of the information that issuers must observe (Articles 14 to 19 of CVM Instruction No. 480/09), apply to disclosures made on social media (including lives, i.e., "live" broadcasts of presentations with the presence of representatives of open companies, usually organized by a third party, not the company itself (see item 4.23)). This means, for example, that administrators and controlling shareholders: (a) can only disclose information relating to material acts or facts on social networks, after or simultaneously with the disclosure of this information through the communication means currently admitted in CVM Resolution No. 44/21; and (b) must disclose on social networks, as well as in any other medium or document, information

true, complete, consistent, and not misleading to investors, as required by Article 14 of CVM Instruction No. 480/09.

Furthermore, as provided in CVM Deliberation No. 809/19 and Circular Letter No. 02/2019/CVM/SEP, both dated 19.02.2019, if a request for registration of an issuer and/or public offering of securities under reserved analysis escapes control, it is the issuer's responsibility to disclose it immediately, in accordance with CVM Resolution No. 44/21.

Based on 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 relevant 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 relevant act or fact that led to such request. In this sense, if the CVM sets a deadline for additional clarifications to be provided, and the investor relations director complies with this deadline, such director may still be held liable if it is found that they should have promoted the disclosure of a relevant fact before any request by the CVM.

We take this opportunity to remind you of the full text of Market Communication CVM No. 02/2016, published on 02.06.2006 (when CVM Instruction No. 358/02 was in force, now replaced by CVM Resolution No. 44/21), available at the link https://www.gov.br/cvm/pt-br/assuntos/noticias/comunicado-ao-mercado-n02-2016-bae3c5764cf14c3a906c57cf2be7219d:

In view of the harm to investment decisions and the possible abuses facilitated by information asymmetry, the CVM considers it important to reinforce the duties and responsibilities involved in the adequate dissemination of information, which are not limited to the duties of the investor relations director.

Article 157, paragraph 4, of Law 6.404, as well as Article 2 of CVM Instruction 358, determine the disclosure to the market of any relevant 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 securities, or even to exercise any rights inherent to them.

Furthermore, the aforementioned Article 2 clarifies that the relevant act or fact may result from a decision by controlling shareholders, deliberation by the general assembly or the administrative bodies of the open company, as well as from events external to the company, of a political-administrative, technical, business, or economic-financial nature, occurring or related to its business.

To ensure orderly and equitable access of the market to such information, CVM Instruction 358 imposes on the IRD of open companies the duty to disclose them, clearly and precisely, 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 could 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 IRD and, only in the event of their omission, by the controlling shareholders or administrators who had access to the information (Article 6).

The aforementioned Instruction also recognizes that the IRD 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 IRD 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 questions from the CVM or a self-regulatory entity (Article 4, caput).

On the other hand, the rule also obligates controlling shareholders, directors, board members, employees, and members of statutory bodies to keep the IRD informed about any relevant information of which they are aware (Article 3, paragraph 1).

In line with such obligations, the CVM stresses the need for persons who, by virtue of their position or role, even if not directly linked to the company, have access to information that may considerably influence the quotation of the securities issued by it, to act in an articulated manner with the institutional channels of the open company and communicate such information to the IRD before making them public. In this way, the IRD can act timely to provide the market with true, complete, consistent information that does not mislead investors, 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, but may result from external events, such as strategic changes in specific sectors of the economy.

Finally, the CVM stresses 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 offense, 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 Instruction.

4.1.1 Distinction between Relevant Fact and Market Communication
CVM Resolution No. 44/21 defines as a relevant act or fact any decision by controlling shareholders, deliberation by the general assembly or the administrative bodies of the open company, or any other act or fact of a political-administrative, technical, business, or economic-financial nature occurring 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; 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 Market Communication, the disclosure of a relevant act or fact is subject to a specific formality: immediate disclosure to the CVM, stock exchanges, or over-the-counter market entities where the open company trades its securities, and disclosure through the press (publication in a widely circulated newspaper habitually used by the company) or through a news portal on the Internet (which makes available, in a section freely accessible, the information in its entirety). The forwarding to the CVM and the exchange is done through the filing of the information in the "IPE Online" of the Empresas.NET System, in the "Relevant Fact" category.

The "Market Communication" represents a category that was created in the "IPE Online" of the Empresas.NET System for the disclosure of communications provided for in 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 that article) or other information not characterized as a relevant 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.). Clarifications provided by companies regarding inquiries made by the CVM or the exchange are also filed in this category, for example. It is worth noting that for each of these cases there is an appropriate "type" within the chosen "category" in the "IPE Online" of the Empresas.NET System.

The distinction between the relevant act or fact and the "Market Communication" lies, 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 widely circulated newspapers habitually used by the company or disclosure on a news portal on the Internet (which makes available, in a section freely accessible, the information in its entirety), as provided for in CVM Resolution No. 44/21.

It should be clarified 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 "Relevant Fact" (as occurs in the disclosure of financial statements or minutes of meetings of administrative bodies where deliberation characterizes a relevant act or fact), although it is useful and recommended for good communication with shareholders and the market that there be an indication of the importance of the disclosed information.

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

4.2 Extraordinary General Assembly (EGA), Special Assembly (EGASP), Debenture Holders' Assembly (AGDEB), and Assembly of Holders of Agricultural Receivables Certificates (AGCRA) or Real Estate (AGCRI)

The legal text began to allow that CVM regulation could except the rule provided in paragraph 2 of Article 124 of Law No. 6.404/76 for capital-open companies and, even, authorize the holding of digital assemblies.

In this sense, the issued norm established the conditions for companies to hold entirely digital assemblies. It involved punctual adjustments with the aim of providing a quick response to some of the challenges imposed by the current new coronavirus pandemic on open companies.

However, it is worth noting that since the 2015 reform (CVM Instruction No. 561/15) it was already possible for companies to provide their shareholders with an electronic system for (i) the sending of the remote voting ballot (Article 21-C, I); or (ii) remote participation during the assembly (Article 21-C, 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 enable alternative forms of holding general assemblies, with the aim of reconciling the full exercise of shareholders' rights with high standards of safety and health protection.

Regarding the reform, 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 issued norm provided that the company must diligence that the electronic system referred to in the caput ensures the registration of attendance of shareholders and their respective votes, as well as ensures the possibility of manifestation and simultaneous access to documents presented during the assembly that have not been made available previously, the full recording of the assembly, and the possibility of communication between shareholders.

It is recalled that when the conversion of the Provisional Measure into Law No. 14.030/20, the possibility for the CVM to regulate the possibility of holding the assembly in another place outside the municipality of the headquarters ceased to be in force, which is why CVM Resolution No. 5/20 was issued, which revoked paragraph 4 of Article 4 introduced initially by CVM Instruction No. 622/20.

On 14.05.2020, CVM Instruction No. 625/20 was issued, which provides for remote participation and voting in debenture holder assemblies.

4.2.1 Notice of Convocation of EGA, EGASP, AGDEB, AGCRA, or AGCRI

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

By analogy, the above periods must be observed in the case of convocation of assemblies of holders of agricultural or real estate receivables certificates, unless expressly provided otherwise in a specific rule, such as, for example, the convocation period of the AGCRA, which, as provided in CVM Instruction No. 600/18, must be held with a minimum advance of 20 (twenty) days.

Despite the increase in the convocation period to 21 (twenty-one) days established from the change brought by Law No. 14.194/21, it continues to be recommended that companies adopt, whenever possible, the minimum period of 1 (one) month for the convocation of the EGA, EGASP, AGDEB, AGCRA, or AGCRI, as is already required by Article 9 of CVM Instruction No. 481/09 for the Administration's Proposal for the EGA, so that shareholders, debenture holders, or holders of agricultural or real estate receivables certificates have sufficient time to analyze the deliberations to be taken and, eventually, articulate to participate in the assembly.

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

It is stressed that for the holding of an assembly in second convocation, a new Notice is required. It is considered irregular to include the second convocation of the EGA, EGASP, AGDEB, AGCRA, or AGCRI already in the Notice of the first convocation.

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

As in the case of the EGA, the notices of convocation of Extraordinary General Assemblies (EGA), Special Assemblies (EGASP), Debenture Holders' Assemblies (AGDEB), and Assemblies of holders of agricultural or real estate receivables certificates (AGCRA or AGCRI) of issuers registered in both Category A and Category B must explicitly enumerate, in the agenda, all matters to be deliberated, with the use of the rubric "general matters" for matters requiring assembly deliberation being prohibited.

Furthermore, the notices of convocation must contain, obligatorily:
a) in assemblies intended for the election of members of the Board of Directors, the minimum percentage of participation in voting capital necessary for the requisition of the adoption of multiple voting; b) if, for force majeure reasons, the assembly is not held in the building where the company has its headquarters, the location where the assembly will be held, which must be in the same Municipality as the headquarters; c) if remote participation through an electronic system is admitted, in accordance with Article 21-C, paragraph 2, item II, of CVM Instruction No. 481/09, detailed information on the rules and procedures on how shareholders can participate and vote remotely in the assembly, including necessary and sufficient information for access and use of the system by shareholders, and whether the assembly will be held partially or exclusively digitally.

Upon receipt of a request for the adoption of the multiple voting process and verified that it complies with the provisions of Article 141 of Law No. 6.404/76 and CVM Instruction No. 165/91, the company must disclose, through the "IPE Online" of the Empresas.NET System, in the "Notice to Shareholders" 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 assembly.

Furthermore, it is recalled that regarding the adoption of the multiple voting process, companies that adopt remote voting obligatorily or facultatively must pay attention to the provisions on this matter brought by CVM Instruction No. 481/09 (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) 16, the definition of the number of members of the Board of Directors, when the corporate statute provides for a minimum and maximum number, must be the subject of deliberation in the general assembly of shareholders.

Thus, without prejudice to the provisions of paragraph 7 of Article 141 of Law No. 6.404/76 17, the most adequate procedure is the disclosure, in the notice of convocation, that in its agenda the number of members to compose the Board of Directors of the company will be deliberated.

Furthermore, the CVM Collegiate understood, on the same occasion, that the administration's proposal should contain the possible scenarios regarding the number of members to be elected, either through 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 councilors for a certain mandate that would be elected by multiple or majority voting (for example, 10 members), which number could be increased by up to 2 members due to separate elections (that is, reaching the number of 11 or 12 councilors).

In accordance with item I of Articles 30 and 31 of CVM Instruction No. 480/09, issuers must send, through "IPE Online" in the Empresas.NET System, category "Assembly", type "EGA", "EGASP", "AGDEB", species "Notice of Convocation", the notices of convocation of extraordinary, special, debenture holder, and holders of agricultural or real estate receivables certificates assemblies, whose publications follow the mold of Article 124, paragraph 1, item II, of Law No. 6.404/76. Circular Letter No. 8/2019/CVM/SIN, of 24.07.2020, provides that the sending of periodic and occasional information, with reference to CRA and CRI issuances, when the separate patrimony is constituted, must be carried out exclusively through the Fundos.NET System.

It is recalled that Law No. 12.431/11 altered provisions of Law No. 6.404/74, which began to provide in the sole paragraph of Article 121 that, in open companies, the shareholder may participate and vote remotely in the general assembly, in accordance with CVM regulation.

16 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html.
17 "Article 141. (...) § 7º Whenever, cumulatively, the election of the Board of Directors takes place by the multiple voting system and the holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be assured to a shareholder or group of shareholders linked by a voting agreement that hold more than 50% (fifty percent) of the shares with voting rights the right to elect councilors in a number equal to that elected by the other shareholders, plus one, regardless of the number of councilors that, according to the statute, compose the body."

CVM Instruction No. 481/09 regulated the remote voting procedure, as stated in item 7.2 of this Circular Letter.

In accordance with CVM Instruction No. 622/20, companies may also hold assemblies partially or exclusively digitally, provided they fully comply with the requirements established in the aforementioned Instruction.

An assembly is considered to be 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 for exercising 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 for exercising the right to vote.

It is highlighted that an assembly held exclusively digitally will be considered as held at the company's headquarters.

The notice of convocation must list the documents required for shareholders to be admitted to the assembly, and the company may request the prior deposit of the documents mentioned in the aforementioned notice.

The company may require the shareholder who intends to participate through the electronic system, in accordance with Article 21-C, item II, of CVM Instruction No. 481/09, to deposit the documents referred to in paragraph 1 up to 2 (two) days before the date of holding the assembly.

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

4.2.2 Management Proposal for EGM, ESAM, EGD, EGCRA or EGCR

a. Management Proposal – Category A – companies authorized by a market administrator for the trading of shares on a securities exchange and having shares in circulation

As provided for in paragraph 3 of Article 135 of Law No. 6,404/76 and item II of Article 30 of CVM Instruction No. 480/09, the documents relevant to the matter to be debated at the EGM, ESAM or EGD must be made available to shareholders or debentureholders at the company's headquarters, upon publication of the first convening notice of the general assembly. In addition, issuers of securities registered in Category A that are authorized by a market administrator for the trading of shares on a securities exchange and have shares in circulation must send all documents necessary for the exercise of the right to vote at extraordinary, special and debentureholder assemblies 18 through an electronic system available on the CVM's page on the worldwide computer network ("IPE Online" in the Empresas.NET System), as determined by item II of Article 30 of CVM Instruction No. 480/09.

In the case of issuers registered in Category A, to which CVM Instruction No. 481/09 applies, it is worth noting that the Instruction began to provide for the minimum documents and information that must be made available to shareholders whenever the general assembly is convened to deliberate on certain matters provided for in the Instruction. Such documents and information must be sent to the CVM, via "IPE Online" in the Empresas.NET System (see Chapter 9), by the date of publication of the first convening notice, unless Law No. 6,404/76, CVM Instruction No. 481/09 or another norm issued by the CVM establishes a longer deadline.

Thus, when convening a general meeting of shareholders, issuers registered in Category A to which CVM Instruction No. 481/09 applies must pay attention to the provisions of said Instruction, especially with regard to the provisions of its Articles 8 to 21.

The forwarding of the documents and information required in Articles 8 and 10 to 21 for issuers registered in Category A to which CVM Instruction No. 481/09 applies must be done, via "IPE Online" in the Empresas.NET System, in the manner specified below, upon publication of the first convening notice of the general assembly:

a) information provided for in Article 8 of CVM Instruction No. 481/09, to be included in the management proposal and sent via the "Assembly" category, type "AGO/E", "AGE" or "AGESP", species "Management Proposal", subject "Matter of special interest of a related party";

18 As provided for in paragraph 2 of Article 71 of Law No. 6,404/76, combined with paragraph 3 of Article 135 of Law No. 6,404/76 and item II of Article 30 of CVM Instruction No. 480/09, the documents relevant to the matters to be debated at the general meeting of debentureholders must be made available, at the company's headquarters, upon publication of the first convening notice of the general assembly. These documents and the information necessary for the exercise of the right to vote must be made available to the public via "IPE Online" in the Empresas.NET System, category "Assembly", type "AGDEB", species "Management Proposal".

b) information indicated in Article 10 of CVM Instruction No. 481/09, to be sent via the "Assembly" category, type "AGO/E", "AGE", species "Management Proposal", subject "Election of members of the Boards of Directors and Fiscal Council";

c) information provided for in Article 11 of CVM Instruction No. 481/09, to be included in the management proposal and sent via the "Assembly" category, type "AGO/E", "AGE" or "AGESP", species "Management Proposal", subject "Bylaw reform";

d) Information indicated in Article 12 of CVM Instruction No. 481/09 to be sent via the "Assembly" category, type "AGO/E", "AGE", species "Management Proposal", subject "Remuneration of administrators and councilors";

e) information indicated in Article 13 of CVM Instruction No. 481/09, to be sent via the "Assembly" category, type "AGO/E", "AGE", species "Management Proposal", subject "Share-based Remuneration Plan";

f) information indicated in Article 14 of CVM Instruction No. 481/09, to be sent via the "Assembly" category, type "AGO/E", "AGE", species "Management Proposal", subject "Capital Increase", with the exception of the:
(i) Fiscal Council opinion on capital increase (item 4 of Annex 14 of CVM Instruction No. 481/09), to be sent via the "Board Meeting" category, type "Fiscal Council", species "Minutes", subject "Opinion on capital increase"; (ii) reports and studies that supported the setting of the issue price in a capital increase (item 5, letter "k", of Annex 14 of CVM Instruction No. 481/09) to be sent via the "Economic-Financial Data" category, type "Valuation Report", subject "Report used in capital increase"; (iii) asset valuation report (item 5, letter "s", sub-item "iii", of Annex 14 of CVM Instruction No. 481/09) to be sent via the "Economic-Financial Data" category, type "Valuation Report", subject "Asset valuation report".

g) information indicated in Article 15 of CVM Instruction No. 481/09, to be sent via the "Assembly" category, type "AGO/E" or "AGE", species "Management Proposal", subject "Issuance of debentures" or "Issuance of subscription warrants";

h) information indicated in Article 16 of CVM Instruction No. 481/09, to be sent via the "Assembly" category, type "AGO/E", "AGE", species "Management Proposal", subject "Capital Reduction", with the exception of the Fiscal Council Opinion on capital reduction (Item 3 of Annex 16 of CVM Instruction No. 481/09), to be sent via the "Board Meeting" category, type "Fiscal Council", species "Minutes", subject "Opinion on capital reduction";

i) information indicated in Article 17 of CVM Instruction No. 481/09, to be sent via the "Assembly" category, type "AGO/E", "AGE", "AGESP", species "Management Proposal", subject "Creation of preferred shares or alteration in their preferences, advantages or conditions of redemption or amortization";

j) information indicated in Article 18 of CVM Instruction No. 481/09, to be sent via the "Assembly" category, type "AGO/E", "AGE", species "Management Proposal", subject "Reduction of mandatory dividend";

k) information indicated in Article 19 of CVM Instruction No. 481/09, to be sent via the "Assembly" category, type "AGO/E", "AGE", species "Management Proposal", subject "Acquisition of control of another company", with the exception of the studies and reports that supported the negotiation of the acquisition price of control (Item 13 of Annex 19 of CVM Instruction No. 481/09), to be sent via the "Economic-Financial Data" category, type "Valuation Report", subject "Report used in acquisition of control";

l) information indicated in Article 20 of CVM Instruction No. 481/09, to be sent via the "Assembly" category, type "AGO/E", "AGE", species "Management 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 20 of CVM Instruction No. 481/09 must be sent via the "Economic-Financial Data" category, type "Valuation Report", subject "Report based on net asset value at market prices or other criterion accepted by the CVM";

m) information indicated in Article 20-A of CVM Instruction No. 481/09, to be sent via the "Assembly" category, type "AGO/E", "AGE", species "Management Proposal";

n) information indicated in Article 20-B of CVM Instruction No. 481/09, to be sent via the "Assembly" category, type "AGO/E", "AGE", species "Management Proposal", subject "Acquisition of shares issued by the company itself" or "Alienation of shares issued by the company itself", as the case may be; and

o) information indicated in Article 21 of CVM Instruction No. 481/09, to be sent via the "Assembly" category, type "AGO/E", "AGE", species "Management Proposal", subject "Choice of Appraisers".

Even in cases where the assembly is to deal with more than one of the subjects related in CVM Instruction No. 481/09, a single "Management Proposal" document containing the appropriate attachments must be forwarded, via "IPE Online" in the Empresas.NET System, mentioning, in the subject, the respective items on the agenda.

It should be noted that, even when the subjects included in the agenda of the EGM or ESAM are not provided for in CVM Instruction No. 481/09, it is necessary to present a proposal with the information and documents necessary for shareholders to understand the matter to be deliberated at the assembly. This is because, as provided for in CVM Instruction No. 480/09, 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 terms of item II of Article 30 of CVM Instruction No. 480/09, the obligation to present a proposal with the information and documents necessary for the understanding of debentureholders of the matter to be deliberated at the assembly also applies to the EGD.

Furthermore, in any case, the management proposal must not be limited to listing 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.

To facilitate reading by users, it is recommended that the document with the Management Proposal contain an index.

In line with what is provided for in Article 6, item II, of CVM Instruction No. 481/09, and without prejudice to the provisions of Chapter III-A of said Instruction (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 10 of CVM Instruction No. 481/09.

In the case of companies with Depositary Receipts traded abroad (as is the case with ADRs), it is worth noting that, if it is possible for holders of DRs to exercise voting rights, it seems necessary that such prerogative be exercised to the maximum degree of equality possible with shareholders.

The suggested form of disclosure is via the Empresas.NET System, "IPE Online" functionality, in the "Notice to Shareholders" category, type "Other Notices", including in the subject that it 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 until a certain deadline prior to the date set for the assembly.

These practices, however, must be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted in Law No. 6,404/76. Requirements for the presentation of information about candidates prior to the assembly, even if provided for in the Bylaws, cannot be used as an imposition, to obstruct the right of shareholders provided for in Law No. 6,404/76 to indicate and elect members to the Board of Directors and the Fiscal Council at the very moment of the assembly.

Whenever there is a need to re-present the Management Proposal as a result of compliance with CVM requirements or spontaneously, the company must indicate in the "Reason for Re-presentation" field the fact motivating the re-presentation. In the case of re-presentation of the proposal to comply with a requirement formulated by the CVM, reference must be made to the office issued.

Finally, whenever the agenda of the assembly includes an item on the provision of indemnity commitment for administrators, it is recommended that the management proposal include the information necessary for shareholders to make a decision.

In this sense, it is suggested to consult CVM Advisory Opinion No. 38, of 25.09.2018, Circular Office No. 9/2018/CVM/SEP and item 7.13 of this Circular Office.

b. Management Proposal – Category B and companies in Category A to which CVM Instruction No. 481/09 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 EGM, ESAM or EGD 19 must be made available to shareholders, at the company's headquarters, upon publication of the first convening notice of the general assembly.

In terms of item II of Article 31 of CVM Instruction No. 480/09, the issuer with Category B registration must send to the CVM all documents necessary for the exercise of the right to vote at general meetings of debentureholders ("AGDEB"), in the terms and deadlines established by law.

The sending of the documents and information necessary for the exercise of the right to vote at the AGDEB must be done via "IPE Online" in the Empresas.NET System, category "Assembly", type "AGDEB", species "Management Proposal", choosing the relevant subjects according to the guidelines provided in this circular (see item 4.2.2.a).

Analogously, the same obligation to make available the documents relevant to the matter to be debated at the assembly also applies to assemblies of holders of agricultural or real estate receivable certificates (AGCRA or AGCRI).

As per Circular Office No. 8/2019/SIN/CVM, of 24/07/2019, the sending of periodic and occasional information, with reference to the issuance of CRA and CRI, when the separate patrimony is constituted, must be carried out, exclusively, via the Fundos.NET System.

Issuers registered in Category B and Category A issuers to which CVM Instruction No. 481/09 does not apply may voluntarily forward the documents necessary for the exercise of the right to vote at EGMs and ESAMs.

The comments contained in item "a" above, with regard to the content and method of sending, apply to the proposals mentioned in this item.

4.2.3 Summary and minutes of the EGM, ESAM, EGD, EGCRA or EGCR

Issuers registered in Categories A and B must obligatorily forward, in terms of items III and IV of Articles 30 and 31 of CVM Instruction No. 480/09, the summaries of decisions, on the same day of the assembly's realization, 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 realization, via "IPE Online" in the Empresas.NET System, category "Assembly", types "AGE", "AGESP" or "AGDEB", species "Minutes".

19 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 31 of CVM Instruction No. 480/09, the documents relevant to the matters to be debated at the general meeting of debentureholders must be made available, at the company's headquarters, upon publication of the first convening notice of the general assembly. The sending of the documents and information necessary for the exercise of the right to vote must be done via "IPE Online" in the Empresas.NET System, category "Assembly", type "AGDEB", species "Management Proposal".

By analogy, issuers must forward the summaries of decisions of assemblies of holders of agricultural or real estate receivable certificates (AGCRA or AGCRI), on the same day of the assembly's realization, via the Fundos.NET System, as well as the minutes of the assemblies, within 7 (seven) business days of their realization, via the Fundos.NET System. In this sense, it is worth noting that the summary of decisions taken at the assembly (provided for in item III of Articles 30 and 31 of CVM Instruction No. 480/09) is not confused with the minutes of the EGM or EGD (provided for in item IV of Articles 30 and 31 of CVM Instruction No. 480/09), which, in terms of paragraph 1, of Article 130, of Law No. 6,404/76, can be drafted in the form of a summary of the facts that occurred.

Therefore, the summary provided for in item III of Articles 30 and 31 of CVM Instruction No. 480/09 deals only with the result of the assembly's deliberations.

It is highlighted that CVM Instruction No. 480/09 dispenses with the delivery of the summary of decisions to the issuer who delivers the minutes of the general assembly on the same day of its realization, as provided for in paragraph 2 of Article 30 and the sole paragraph of Article 31. For the use of this faculty, however, it is necessary that the issuer forward the complete minutes of the general assembly, on the same day of the realization of the conclave.

In this sense, it is highlighted that, in terms of item IV of Article 30 (companies registered in Category A) and item IV of Article 31 (companies registered in Category B) of CVM Instruction No. 480/09, the minutes of the EGM, ESAM or EGD must be accompanied, in the same file, by any declarations of vote, dissent or protest. In addition, the minutes must contain all documents referenced therein and related to the assembly's deliberations, such as contracts.

Whenever possible, the minutes of EGM, ESAM and EGD archived at the CVM must also contain the attendance list and the exact quorum for installation.

In the same way, the minutes of AGCRA or AGCRI must be accompanied, in the same file, by any declarations of vote, dissent or protest, as well as contain all documents referenced therein and related to the assembly's deliberations, such as contracts. And, whenever possible, the aforementioned minutes must also contain the attendance list and the exact quorum for installation.

It is also recommended that the minutes contain, at least, the indication of relevant shareholders who elected members to the Board of Directors and Fiscal Council.

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 even 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. In the same way, the initial disclosure of projections or the disclosure of projections referring to periods different from those of projections 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 configure effective estimates or projections, rather than mere expectations or trends.

The absence of some element in statements 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 indicates that a certain statement or disclosure does not meet the requirements of completeness and consistency required by Article 14 of CVM Instruction No. 480/09 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 prevent unofficial information from being provided, without clear methodology, and disconnected from its planning.

The use of words or expressions different from "projection" or "estimate" does not change the essence of a certain statement nor, therefore, its ability to guide shareholders, potential investors, analysts or other professionals on the company's expectation regarding the information disclosed to the market.

At this point, it is important to differentiate the concepts of projection, the disclosure of which is optional, and is informed in section 11 of the Reference Form, from that of trend. The trend does not confuse with projection because it is not quantified.

CVM Instruction No. 480/09, in its Article 20, 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 relevant premises, parameters and adopted methodology, 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 20 of CVM Instruction No. 480/09, projections and estimates must be periodically revised, at a time interval appropriate to the object of the projection, which, in no case, must exceed 1 (one) year.

The issuer must also confront, quarterly, in the field "Commentary on the behavior of business projections" of the DFP and ITR Forms (see items 3.3.3 and 3.3.4), the projections disclosed in the Reference Form with the results actually obtained in the quarter, indicating the reasons for any differences (paragraph 4 of Article 20 of CVM Instruction No. 480/09). In addition, the Reference Form (Item 11. Projections) must be updated within 7 (seven) business days counted from the alteration or disclosure of new projections or estimates (item IX of paragraph 3 or item V of

paragraph 4 of article 24 of CVM Instruction No. 480/09), without prejudice to the disclosure of a Relevant Fact, in the form of article 3 of CVM Resolution No. 44/21.

It is emphasized that whenever the premises of projections and estimates are provided by third parties, the sources must be indicated (paragraph 5 of article 20 of CVM Instruction No. 480/09), and reference to generic terms such as “Market Analyst Reports” is not appropriate.

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 Instruction No. 527/12.

Finally, 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 agreements

Without prejudice to the disclosure of a Relevant Fact regarding the execution of shareholder agreements, in accordance with article 2 of CVM Resolution No. 44/21, issuers registered in Category A must submit to the CVM, via “IPE Online” in the Empresas.NET System:

a) Shareholder agreements, their amendments, and other corporate pacts filed with the issuer, within 7 (seven) business days counted from their filing, in the category “Shareholder Agreement”;

b) Information on shareholder agreements of which the controlling shareholder or controlled and affiliated companies of the controlling shareholder are parties, regarding the exercise of voting rights in the issuer or the transfer of the issuer’s securities, containing, at a minimum, date of signature, term of validity, parties, and description of 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 30, item XIX, of IN No. 480/09”.

It is emphasized that the alteration of their clauses, their extinction due to term or resolutory condition, or the execution of a new shareholder agreement implies their update with the CVM.

Shareholder agreements that lose validity must be cancelled via the “Cancellation of documents” functionality of the Empresas.NET System, informing in the “Reason for cancellation” field 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 30 of CVM Instruction No. 480/09, 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 common activities or ventures, are obliged to send a copy of the convention to the CVM, via “IPE Online” in the Empresas.NET System, category “Group of Companies Convention”, within a period of up to 7 (seven) business days counted from its signing.

It is worth noting that Law No. 6.404/76, when providing for Groups of Companies in articles 265 to 277 (Chapter XXI), stipulated 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 rulings

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 “IPE Online” in the Empresas.NET System, the following documents provided for in article 30, items XXVI and XXVII, and in article 31, items XVII and XVIII, of CVM Instruction No. 480/09, on the same day of their knowledge by the issuer:

a) bankruptcy petition, provided it is based on a relevant value, under the category “Bankruptcy Petitions”;

b) ruling denying or granting the bankruptcy petition, under the category “Bankruptcy Ruling”, subjects “Ruling denying the bankruptcy petition” or “Ruling granting the bankruptcy petition”, as applicable.

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 24 of CVM Instruction No. 480/09 (see item 3.3.2.b), as well as entails the presentation of a new version of the Registration Form, in accordance with article 23 of CVM Instruction No. 480/09.

4.7 Petitions and rulings involving judicial and extrajudicial reorganization

Without prejudice to the disclosure of a Relevant Fact regarding the petition or declaration of judicial or extrajudicial reorganization, in accordance with article 2 of CVM Resolution No. 44/21, issuers must present to the CVM, via “IPE Online” in the Empresas.NET System, the following documents provided for in article 30, items XXI to XXV, and in article 31, items XII to XVI, of CVM Instruction No. 480/09, within the deadlines indicated:

a) initial petition for judicial reorganization, with all documents supporting it, on the same day of filing in court, in the category “Information on Companies in Judicial or Extrajudicial Reorganization”, type “Initial Petition”;

b) judicial reorganization plan, on the same day of filing in court, in the category “Information on Companies in Judicial or Extrajudicial Reorganization”, type “Reorganization Plan”;

c) ruling denying or granting the judicial reorganization 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 Reorganization”, type “Rulings”;

d) petition for homologation of the extrajudicial reorganization 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 Reorganization”, type “Petition for homologation of extrajudicial reorganization plan”;

e) ruling denying or granting the homologation of the extrajudicial reorganization plan, on the same day of its knowledge by the issuer, in the category “Information on Companies in Judicial or Extrajudicial Reorganization”, type “Rulings”.

It is alerted that the declaration of judicial reorganization and the judicial homologation of extrajudicial reorganization are hypotheses for updating the Reference Form, in accordance with paragraphs 3 and 4 of article 24 of CVM Instruction No. 480/09 (see item 3.3.2.b), as well as entail the presentation of a new version of the Registration Form, in accordance with article 23 of CVM Instruction No. 480/09.

4.8 Transactions by directors, 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 public 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, which they hold:

a) within 5 (five) days after the completion of each transaction;

b) on the first business day after assuming office; and

c) upon submission of the documentation for the registration of the company as public.

As provided in paragraph 2 of article 11, the natural persons mentioned in this article will also indicate the securities that are property of a spouse not separated judicially or extrajudicially, 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 said persons, in accordance with paragraph 3 of the said article.

It is worth emphasizing, especially regarding transactions carried out by the natural persons referred to in article 11 of CVM Resolution No. 44/21, that any transaction carried out by them must be reported to the DRI and will result in the obligation to send the information to the CVM within 10 days after the end of the month in which such movement occurred, 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 public company and, if they are public 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 shares of funds that invest in shares of public companies.

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

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

Such information must be sent via the Structured Electronic Form available in the Empresas.NET System.

Regarding the functionality described above, once the completion of the Individual Form of each director, member of the Board of Directors, the Fiscal Council, and any bodies with technical or consultative functions created by statutory provision is finalized, the Consolidated Form will be generated automatically. Similarly, upon sending the Individual Form, the system will also send, automatically, the Consolidated Form.

With the objective of having complete and reliable information, it is requested that companies, as an example of what many issuers already do, voluntarily send the forms, even in months when no movements or changes in the positions of administrators and related persons were verified. The information entered in the Structured Electronic Forms will form three files. One containing data on the individual positions held by each administrator or related person. Another containing the consolidated position of the members of each body (management, Board of Directors, Fiscal Council, and technical or consultative bodies). The third file will contain data on the individual positions of the company itself, its controlled, and its affiliated companies.

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

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

If there has 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 allowed to fail to inform purchase operations because there were sale operations on the same day or vice versa.

It is emphasized that paragraph 9 of article 11 of CVM Resolution No. 44/21 equated to negotiation with securities issued by the company, its controlling or controlled companies, in these last two cases, provided they are public companies, the application, redemption, and negotiation of shares of investment funds whose regulations provide that their stock portfolio be composed exclusively of shares issued by the company, its controlled, or its controlling company.

For the purpose of filling out the Negotiation Form of article 11 of CVM Resolution No. 44/21, regarding operations (contracting/return) of stock lending, it is recommended that the company use the reference price of the contract, defined in the B3 asset lending contract models (Description Technical tab) 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”. In this way, the financial value of the operation will be the result of multiplying the quantity of shares lent by the reference price of the contract: (V = Q x P), where V = Financial value of the operation, Q = quantity of shares lent and P = Reference price of the contract.

4.9 Relevant transactions

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

According to the same provision, a relevant transaction is considered the 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 in relation to the class or species of shares, so as to qualify the participation, allowing the identification of rights attributed to it. However, if there are derivatives referenced in shares of such class or species, such derivatives must be considered for the purposes of the disclosure in question, observing the specific rules commented below.

It is also emphasized that, in accordance with article 21 of Resolution No. 44/21, the obligation of communication commented here applies to transactions carried out:

a) within or outside regulated securities market environments;

b) directly or indirectly, whether through controlled companies or third parties with whom a contract of trust or portfolio administration is maintained; and on their own account or for third parties.

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

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

Finally, the above presumption does not apply to exclusive investment funds whose shareholders are insurance companies or open entities of complementary pension and whose purpose is the application of resources from benefit-free generating plans (PGBL) and benefit-free life generating plans (VGBL), during the deferral period (article 21, paragraph three, 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 public company, reporting the operation, lies with the investor who reaches the integer multiples of 5%. (see items 4.9.6 and 4.9.7).

As provided in this article, the increase or reduction in participation can occur both by 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 transactions carried out indirectly through “controlled companies or third parties with whom a contract of trust or portfolio administration is maintained”, except, in accordance with the first paragraph of the device, transactions carried out by funds under discretionary management.

4.9.2 Object of relevant participation

a. Shares

As indicated by the reading of the full text of article 12, the focus of the disclosure obligation is the direct and indirect shareholdings held in the share capital of the public company.

b. Derivative financial instruments and other securities referenced in shares

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

Thus, this provision covers transactions involving, for example, call and put options on shares and “Total Return Equity Swaps”.

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

The device in question also covers 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 shares underlying them.

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

For the purposes of the 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 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 at maturity the best yield among ‘n’ shares. 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 relevant participation.

Regarding the rules for calculating the percentages of participation in the case of derivative financial 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 yet to be issued should not be considered in the computation of the percentages that entail disclosure.

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

c. 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 public 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 Level II and III BDR programs the rules of the said Instruction, as long as they are compatible with the provisions applicable in the countries where the shares that serve as the backing of such securities were issued. Level I BDR sponsoring companies and non-sponsored BDRs, however, do not fall under the disclosure obligation provided for in article 12 of CVM Resolution No. 44/21.

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

d. Stock lending

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

Likewise, the shares subject to lending must be considered in the calculation of the increase or reduction in 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 relevant participation partially or entirely composed of shares taken by loan is applicable regardless of the purpose to which these operations are intended.

e. Indirect participation

The indirect participation referred to in CVM Resolution No. 44/21 refers to that held through a vehicle that is under the control or decisive influence of the investor, as illustrated by the examples below:

a) company controlled, directly or indirectly, by the investor;

b) exclusive investment fund, whose only shareholder is the investor;

c) investment fund or portfolio 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 indirect participation occurs through other companies, as in example “a” above, indirect participation should only be taken into account for the purpose of complying with Article 12 of CVM Resolution No. 44/21 in cases where the relevant participation is reached, increased, or reduced by a group of persons acting in concert or representing the same interest (see item 4.9.4).

Thus, if investor X does not hold any other direct or indirect shareholdings, 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 publicly held company, it is company Y that must proceed with the disclosure of the Declaration provided for in Article 12 of CVM Resolution No. 44/21, and investor X is not obliged to make another Declaration to disclose its indirect participation in the capital of the publicly held company.

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

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

4.9.3 Calculation of increase or reduction in participation

The incidence of the obligation to disclose relevant transactions occurs whenever there is an overpassing, upwards or downwards, of the thresholds of 5%, 10%, 15%, and so on, of participation in kind or class of shares representing the capital of a publicly held company.

It should be emphasized, however, that, in addition to the shares themselves, derivatives referenced in such shares must be considered, whether for physical or financial settlement. When taking derivatives into account in verifying the aforementioned percentages, the following rules must be observed:

a) the total quantity of shares referred to in the derivative instrument must be taken into account, without adjustments based on the delta of the position; b) there are two parallel counts: (i) one involving, together, financial derivative instruments for physical settlement and shares and (ii) another involving only financial derivative instruments for financial settlement – disclosure is necessary when the percentages provided for in the regulation are reached in any of these counts and the disclosure must cover both shares and other instruments referenced therein, regardless of their form of settlement; c) whenever a financial derivative instrument, COE, or index fund allows for the possibility of physical settlement (including through the redemption of units in shares), it must be considered as being for physical settlement;

d) “sold” positions alone do not entail the need for disclosure, however (i) neither is there compensation 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 less than 20% in determining the return of a certain financial derivative instrument, COE, or market index investment fund, this share must not be aggregated with other positions possibly held by the investor in this share; h) if a share has a weight greater than 20% in determining the return of a certain financial derivative instrument, COE, or market index investment fund, this share must be aggregated with other positions possibly held by the investor in this share, weighting the notional value of the instrument in question by the respective weight of the share; and i) shares that do not yet exist and that may be issued due to, for example, rights associated with convertible debentures or subscription warrants must not be aggregated to positions already held by the investor.

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

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

Subsequently, the investor enters into a swap contract for 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 financial settlement 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 calculation 20.

20 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.

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 spot previously, causing the 5% percentage to be exceeded and, thereby, triggering the need for disclosure. This disclosure will cover and discriminate the 4 ordinary shares held spot, the 4 preferred shares held spot, the 4 shares referenced in the swap contract, the 6 preferred shares referenced in the put option, and the 2 preferred shares referenced in the call option.

Note, however, that in this particular example, the investor’s communication obligation does not entail a corresponding obligation, by the company, to update field 15.1 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 10.2.15).

Despite this, updating field 15.1 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 15.8 of the form.

Finally, it is warned that the variation in shareholding is not exclusively tied to a single operation, being also assessed cumulatively, and referring to the acquisition, alienation, or extinction of shares and rights over shares both in the onerous mode (purchase and sale, swap, and loan) and gratuitous mode (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. With the aim of facilitating understanding of the concept covered by the expression “representing the same interest”, the following are exemplary hypotheses of links between shareholders:

a) link due to kinship, contract, or shareholders’ agreement providing for voting rights; b) two or more companies under common control; c) company and its direct or indirect controller; d) exclusive fund and its sole unitholder; and e) cases where there is common discretionary management of resources.

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

If the relevant participation is reached by a set of investors under common discretionary management, the declaration to be filed by the administrator must identify the manager and indicate the total shareholding held, jointly, by the funds and portfolios under his management. It is not mandatory to discriminate the funds or portfolios and their respective shareholdings, according to a Decision of the CVM Collegiate Board, in an extraordinary meeting held on 11.03.2011 (CVM Process RJ2011/2324) 21.

It is worth clarifying that, under the terms of 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 shareholding held, jointly, by all funds or portfolios under his management, and it is not mandatory to reveal the fund holding the relevant participation.

Finally, 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 relative to a certain share.

As already clarified by the CVM Collegiate Board in a previous decision (e.g., decision in Process CVM RJ2009/1365 22), the purpose of CVM Resolution No. 44/21, in requiring the disclosure of relevant participation transactions, is to inform the market about significant changes in the distribution of patrimonial and political rights among shareholders, as well as in the dispersion and liquidity of the company’s shares. In the case of derivative operations carried out between companies of the same group, the accumulation of information resulting from the disclosure of each of these operations (for example, in scenarios where the risk of an operation contracted by a company of the same group is transferred to another(s) company(s) 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 Instruction, derivative operations between persons of the same group must be disregarded in the disclosure of relevant participation.

4.9.5 Responsibility of the administrator or manager

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

Therefore, in 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 resource manager may eventually be held administratively liable for the provision of 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 operation; (ii) it has unequivocal knowledge about the effective possibility of reaching relevant shareholding; and (iii) it can exercise in a discretionary manner the political right of shares of a company acquired for its clients.

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

Moreover, according to paragraph 3 of Article 79 of CVM Instruction No. 555/15, the administrator of an investment fund is liable for damages resulting from acts and omissions of his own that he caused, whenever he acts contrary to the law, regulation, and normative acts issued by the CVM.

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

4.9.6 Time and form of disclosure

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

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

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

Regarding the hypothesis of expiration of the conversion or settlement period of such securities and financial derivative instruments, without such conversion or settlement occurring, such case must be treated as an alienation of the security or derivative instrument. Thus, communication must be promoted if a percentage lower than 5%, 10%, 15%, and so on is reached, observing the method of computation 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 made with the objective of altering the composition of control or the administrative structure of the society, as well as in cases where the acquisition generates the obligation to carry out a public offer, under CVM Instruction No. 361/02, 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.

“Declarations of Acquisition of Relevant Share Participation” and “Declarations of Alienation of Relevant Share Participation” must be sent to the DRI of the publicly held company.

Once received by the company, the DRI must forward the declarations via “IPE Online” in the Empresas.NET System, category “Market Communication”, type “Acquisition/Alienation of Share Participation (Article 12 of CVM Resolution No. 44)” and species “Declaration of alienation of relevant share participation – Article 12 of CVM Resolution No. 44/21” or “Declaration of acquisition of relevant share 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 effected must be informed.

Additionally, the DRI must evaluate if, due to the information received, the shareholding (without considering derivatives, whether for physical or financial settlement) exceeded the threshold of 5%, 10%, 15%, and so on. If affirmative, the DRI must also 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 24 of CVM Instruction No. 480/09.

Finally, if the DRI believes that the declaration of acquisition or alienation of relevant share participation 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, he must include his 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 in participation

Both acquirers and sellers, insofar as 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 the Personal Taxpayer Registry; b) objective of the participation and quantity targeted, containing, if applicable, a declaration by the acquirer that the transactions do not aim to alter the composition of control or the administrative structure of the society; 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 Personal Taxpayer Registry or the National Registry of Legal Entities of his attorney or legal representative in the Country for the purposes of Article 119 of Law No. 6.404/76.

It is worth noting that, in the case of funds and managed portfolios, the information provided in letter “a” above must refer to the manager, as guided in this circular (see item 4.9.4).

The communication must also contain the identification of the vehicles that led to the relevant acquisition (see item 4.9.2.e).

Regarding the objective of the participation provided for in item 4.9.2.b above, if applicable, the acquirer must inform that it is an operation carried out with the objective of protection (hedge) of 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 his domicile, to disclose the declaration of acquisition or alienation of relevant share participation, by forwarding the information to the company.

In the case of the non-resident investor, it is the responsibility of his 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 he becomes 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, his 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 therefore not represent a mere repetition of the text of said Instruction, but contain a detailed description of the procedures and measures effectively adopted by the company to prevent infringements of norms dealing 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 via “IPE Online” in the Empresas.NET System, category “Trading Policy of the company’s shares”, as provided for in Article 30, item XI, of CVM Instruction No. 480/09.

Although this obligation does not exist for issuers registered in Category B, voluntary sending in the manner described above is recommended.

If the issuer opts to prepare the trading policy and the disclosure policy as a single document, it must submit it via the Empresas.NET System, under both the "Trading Policy of the Company's Shares" category and the "Disclosure Policy of Material Act or Fact" category.

4.11 Investment Plan

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

Any person who has a relationship with an open company, thereby potentially becoming subject to the presumptions set forth in paragraph 1 of Article 13 of the aforementioned Resolution, may formalize investment plans.

The investment plan allows its holder to trade securities 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 DRI; b) it must be verifiable, including regarding its establishment and the execution of any changes to its content; c) establishment, in an irrevocable and unrevocable manner, of the dates and values or quantities of the transactions to be carried out; d) a minimum period of 3 (three) months for the plan, its possible modifications, and cancellations to take effect; e) absence of more than one investment plan in force simultaneously; f) absence 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 that it is possible to define a set of parameters, such as algorithms and formulas, which, once applied to the specific case, determine whether transactions will be carried out or not and, if so, what the dates and financial values involved are. In this case, however, all parameters must be previously and objectively defined and be irrevocable and unrevocable, so as to eliminate the participant's ex post discretion to carry out or not the transaction in question.

Regarding item "f", attention is called 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 avoidable losses or gains obtained in transactions resulting from any 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, in addition, that the transactions of these people take place in line with an investment plan established by the participant.

Regarding this, it should be clarified that there is no impediment for such additional restrictions to be established by the companies, which is 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 monitored by the Board of Directors, and, for this reason, nor do they serve to allow transactions in periods when CVM Resolution No. 44/21 determines that they should not be carried out. Even in these cases, it is recommended that the company have other internal procedures to verify the investment plans in question on a regular basis.

It should be clarified that investment plans should not be sent via the Empresas.NET System.

Finally, it is recommended to consult the decision of the Collegiate Body, in the meeting of 19.11.2019, regarding CVM Process No. 19957.005109/2018-08 23.

4.12 Disclosure Policy

The disclosure policy for material acts or facts is a mandatory document established in Article 17 of CVM Resolution No. 44/21, applicable to all issuers. Such a document must include, at a minimum, the channel or channels of communication used to disseminate information about material acts and facts (as per Article 3, paragraph 4, of CVM Resolution No. 44/21) and the procedures regarding the maintenance of confidentiality about undisclosed material information.

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

It is recommended that the Disclosure of Information Policy provide for adequate internal controls for each type of information to be treated, such as by creating a classification by order of relevance, and access controls for each type of information. Additionally, it is recommended that the Disclosure Policy establish objective criteria for determining the timing, form, and means of disclosing information, and for identifying exceptional cases that would justify an exception to the rule of immediate disclosure and the request to maintain confidentiality with the CVM.

The adoption of the disclosure policy applies only to companies that cumulatively meet the following requirements:
I – are registered in Category A;
II – have been authorized by a market regulator to trade shares on a stock exchange; and III – with respect to which there are shares in circulation, considered as the company's shares, with the exception of those owned by the controller, persons linked to him, the company's administrators, and those held in treasury.

Issuers must submit the Disclosure Policy to the CVM via "IPE Online" in the Empresas.NET System, under the category "Disclosure Policy of Material Act or Fact," as provided for in Article 30, item XII (for issuers registered in Category A), and Article 31, item VII (for issuers registered in Category B), both of CVM Instruction No. 480/09.

If the issuer opts to prepare the trading policy and the disclosure policy as a single document, it must submit it via "IPE Online" in the Empresas.NET System, under both the "Trading Policy of the Company's Shares" category and the "Disclosure Policy of Material Act or Fact" category.

The disclosure policy for material acts or facts must be updated whenever there are any changes in the communication channels used by the company, as per paragraph 7 of Article 3 of CVM Resolution No. 44/21, prior to the implementation of the change.

It is recommended that the disclosure policy be drafted clearly, objectively, and in detail, bringing specific procedures, such as:

Objective criteria to distinguish, when possible, cases of disclosure of information to the market through Material Fact or Market Communication;
Obligations of the DRI to disclose information to the market, as well as to supervise any leaks of information in the media and/or atypical fluctuations regarding the trading of the company's securities;
Timing of disclosure of material facts, which should preferably occur after the closing of the trading session (in Brazil and in any foreign markets where the company's securities are traded);
Procedures to be adopted when the disclosure of a Material Fact must occur during the trading session, addressing the request for suspension of trading of the securities until the material information is adequately disseminated;
Contingency plan in case of leakage of material information, in order to accelerate the disclosure of information through official channels and avoid the persistence of a situation of information asymmetry;
Maintenance of controls identifying persons who have knowledge of material facts not yet disclosed to the market;
Obligations of controlling shareholders, administrators, and other persons linked to the company to promptly notify the DRI in case of having knowledge of material information;
Procedures to be adopted when there is doubt about the relevance of a particular 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 Social Bylaws

As per CVM Instruction No. 480/09, issuers registered in Category A and Category B are obliged, by virtue, respectively, of item XIII of Article 30 and item XXIII of Article 31 of the cited Instruction, to submit the consolidated social bylaws, within 7 (seven) business days counted from the date of the assembly that deliberated the change, even if it depends, if applicable, on the homologation of the Central Bank. In this case, it is suggested that it be disclosed, at the beginning of the text of the document, the information 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 via "IPE Online" in the Empresas.NET System, in the "Social Bylaws" category.

The submission of the social bylaws attached to the minutes of the assembly that deliberated its change does not dispense with its submission via "IPE Online" in the Empresas.NET System in the "Social Bylaws" category.

4.14 Board of Directors and Fiscal Council Meetings

CVM Instruction No. 480/09 determines, in items V and VI of Article 30, that issuers registered in Category A must submit, via "IPE Online" in the Empresas.NET System, the following information, within the indicated deadlines:
a) minutes of Board of Directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, accompanied by any statements submitted by the councilors, within 7 (seven) business days counted from their execution, via the "Administration Meeting" category, type "Board of Directors", species "Minutes"; b) minutes of Fiscal Council meetings that approved opinions, accompanied by any statements submitted by the councilors, within 7 (seven) business days counted from the date of disclosure of the act or fact subject of the opinion, via the "Administration Meeting" category, type "Fiscal Council", species "Minutes".

It should be noted that 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 councilors, within 7 (seven) business days counted from their execution, as provided for in item V of Article 31 of CVM Instruction No. 480/09.

Issuers whose securities are admitted to trading in organized markets must also observe the rules established by the regulators of such markets regarding the deadline for providing information about Board of Directors deliberations that impact the rights and manner of trading of their issued securities.

It is also emphasized that, due to the provision in Article 14 of CVM Instruction No. 480/09 which determines that "the issuer must disclose true, complete, consistent information that does not mislead the investor", the content of the minutes of administration and Fiscal Council meetings must inform the reasons that led to any contrary vote, as well as must contain any individual statements that have been presented by their members, in cases where such information may influence the investor's decision.

Finally, although minutes related to director meetings have not been included in the Instruction among the eventual mandatory presentation information, their voluntary submission is recommended.

4.15 Communication of Auditor Change

As determined by Article 28 of CVM Resolution No. 23/21, it is the responsibility of the audited entity's administration, within 20 (twenty) days, to communicate the change of auditor to the CVM, with or without termination of the audit services contract, with justification for the change, which must include the consent of the replaced auditor.

Such communication must be sent to the CVM, by the company's DRI, via "IPE Online" in the Empresas.NET System, category "Market Communication", type "Change of auditor (Article 28, CVM Resolution No. 23/21)".

It should be highlighted that, according to Article 29 of the cited Instruction, it is the responsibility of the Fiscal Council of the audited entity, when in operation, to verify the correct compliance by the administrators with the provisions of Article 28.

It is also worth noting that, as determined by item XII of paragraph 3 (for issuers registered in category "A") and item VII of paragraph 4 (for issuers registered in category "B"), both of Article 24 of CVM Instruction No. 480/09, the Reference Form must be updated within 7 (seven) business days counted from the date of the issuer's communication 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 24 of CVM Instruction No. 480/09, the date of contracting the services covered by the change communicated by the company must be informed in field 2.1.c of the Reference Form.

Furthermore, the company must explicitly state in item 2.3 "Provide other information that the issuer deems relevant" the first document that will be subject to analysis by the new auditor.

In addition, the issuer must resubmit the Registration Form with the updated data of the new independent auditor, within 7 (seven) business days counted from the event that caused the change (in this case, understood as the aforementioned communication of the change of auditor), as per Article 23 of CVM Instruction No. 480/09.

It is emphasized that item 3.3 of the Registration Form – "Date of start of service provision" should 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 30, item XXXIII, of CVM Instruction No. 480/09, open companies registered in Category A must disclose communication on transactions between related parties, in accordance with the provisions of Annex 30-XXXIII of the cited Instruction, within 7 (seven) business days from the occurrence of each transaction subject to disclosure.

Such disclosure must occur via "IPE Online" in the Empresas.NET System, category "Communication on Transaction between Related Parties".

Considering the diversity of ways in which transactions between related parties can occur, it is not possible to establish, a priori, uniform and objective criteria or determine all situations that may demarcate the moment of occurrence of such a transaction.

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 execution of the contract as per applicable legislation, which may not 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 date of execution of the contract as a reference, the date of settlement of the transaction or the date of start of its execution, whichever occurs first.

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 execution.

As per Annex 30-XXXIII of CVM Instruction No. 480/09, only the following should be subject to disclosure:
I – the transaction or set of correlated transactions, whose total value exceeds the lower of the following values:
a) R$50,000,000.00 (fifty million reais); or b) 1% (one percent) of the issuer's total assets; and II – at the discretion of the administration, the transaction or set of correlated transactions whose total value is lower than the above parameters, considering: (a) the characteristics of the operation; (b) the nature of the related party's relationship with the issuer; and (c) the nature and extent of the related party's interest in the transaction.

Regarding item I above, item III of Article 3 of Annex XXXIII of CVM Instruction No. 480/09 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 resulting from a first transaction already carried out, provided that this has established its main conditions, including the values involved; and b) transactions of continued duration that encompass periodic installments, provided that the values involved are already known."

In this sense, communications on transactions between related parties regarding contracts that the company's administration identifies as relevant must be disclosed within the deadline provided for in Article 30, item XXXIII, of CVM Instruction No. 480/09, counted from the date of signing, renewal, or alteration of the contract being disclosed. The concept of relevance must take as a basis the values described in Annex 30-XXXIII and the best estimates of the administration, even if it is not possible, on the date of execution 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 relevant due to other factors. If, in 2018, there is a new hiring of the same related party to provide new services, with a new contract, totaling R$10 million, but which fits the definition of correlated transaction set forth above, the transactions must be reported. The fact that the hiring occurs in different years does not dispense with 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.

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 participation in the capital stock of the subsidiary by the direct or indirect controllers 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 participation in the capital stock of the subsidiary by the direct or indirect controllers of the issuer, its administrators, or persons linked to them; and (c) remuneration of administrators.

For illustrative purposes of the logic of incidence and non-incidence of the norm, 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 Controller; and (ii) between A (or its subsidiaries Sub A1 and Sub A 2) and B must 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 Controller or B held participation in Sub A1 or Sub A2 by other means than via A 24.

It is highlighted that, according to the Collegiate Body's decision in CVM Process No. 19957.003597/2018-19, 25 ordinary and recurring cash and treasury management operations, carried out within the interval of the tariff tables published by the contracted financial institutions, are exempt from disclosure as per Annex 30-XXXIII, even if they exceed the financial levels referred to in the regulation. The exemption does not cover the disclosure of transactions between related parties in the Reference Form and financial statements, as per the specific applicable regulation, nor does it exempt administrators and controlling shareholders from the duties established in the Companies Law.

Still within the scope of the mentioned decision, it should be noted that the CVM Collegiate Body understood the forwarding of the aforementioned process to the Market Development Superintendence – SDM, so that it would conduct studies on the subject, aiming at possible regulatory alteration that encompasses the exemption currently treated.

It is also emphasized, the Collegiate Body's decision within CVM Process No. 19957.001316/2020-08 26, following the SEP's manifestation, which understood (i) that it is reasonable to grant the exemption from compliance with CVM Instruction No. 480/09, Article 30, item XXXIII, for credit granting and banking services operations, routine in the case of financial institutions; and for transactions involving the issuer and sponsored entities, and (ii) on the other hand, that it is not reasonable to

24 This example considers only corporate participations by the controlling shareholder, but the same logic applies to administrators.
25 See http://www.cvm.gov.br/decisoes/2018/20181227_R1/20181227_D1018.html.
26 See https://conteudo.cvm.gov.br/decisoes/2020/20200707_R1/20200707_D1848.html.
Controller
A
Sub A1 Sub A2
B

waiver of compliance with the cited regulation for transactions with subsidiaries in which there is participation in the equity capital of the subsidiary by the direct or indirect controllers of the issuer, its administrators, or persons linked to them, but at a level below 1%.

Considering the diversity of ways in which transactions between related parties can occur, it is not possible to establish, a priori, an exhaustive list of which would be the main terms and conditions to be highlighted in the communication. However, it is always important for the company to consider that the objective of the communication is to allow the investor to know – and, thus, monitor – the relevant transactions carried out by the company with related parties. In this sense, the communication must include the information necessary for the investor to be able to evaluate whether the transaction was taken in the best interest of the company.

For example, in a purchase and sale or lease contract, it is essential that information about the asset traded, the agreed price, and the settlement deadlines be disclosed, as well as other relevant information in the specific case. Moreover, still as an example, in the case of a loan or assignment of credits, it is important that the investor has access, among other things, to understandable information about the interest rate (including, if variable, which index is used), any guarantees provided or received by the company, and settlement deadlines. In other words, the communication must include the summarized information that the company’s senior management itself should have access to, in good faith and diligently, to analyze whether the terms and conditions of the transaction are compatible with the terms and conditions practiced in the market.

The disclosure of this communication does not interfere with the other legal and regulatory obligations to disclose information about transactions between related parties, such as those existing in the Reference Form or in the companies’ financial statements.

It is recommended that issuers draft and disclose a Related-Party Transactions Policy, approved by the Board of Directors, which provides for procedures and criteria that allow (i) the identification of related parties; (ii) the identification of suppliers, service providers, and customers who have transactions with parties related to the company; (iii) the criteria and procedures related to the selection of the counterparty, evaluation, and approval of contracts, with the objective of mitigating potential conflicts of interest and ensuring that all transactions with related parties are carried out in the interest of the company.

Whenever such a document exists, it must be sent via the Empresas.net System, in the category “Related-Party Transactions Policy”.

The Brazilian Corporate Governance Code brings suggestions of practices to be adopted by issuers with the objective of guaranteeing the equity of operations. According to the aforementioned document, the Board of Directors must approve and implement a policy of transactions with related parties, which includes, among other rules:

a) provision that, prior to the approval of specific transactions or guidelines for the contracting of transactions, the Board of Directors requests from the management alternatives to the market for the related-party transaction in question, adjusted by the risk factors involved;

b) prohibition of forms of remuneration for advisors, consultants, or intermediaries that generate conflicts of interest with the company, the administrators, the shareholders, or classes of shareholders;

c) prohibition of loans in favor of the controller and the administrators;

d) the hypotheses of transactions with related parties that must be based on independent appraisal reports, prepared without the participation of any party involved in the operation in question, whether it be a bank, lawyer, specialized consulting company, among others, based on realistic premises and information endorsed by third parties; and

e) that corporate restructurings involving related parties must ensure equitable treatment for all shareholders.

It is also recommended that the Policy provide that transactions with related parties be analyzed by the Statutory Audit Committee, when present, or another specific independent body, which would be responsible for evaluating the conditions under which such transactions are established and ensuring that they are carried out in the best interest of the company. The approval of these operations must be preceded by effective negotiation, in which persons without personal interests in the matter participate on behalf of the company, and it is also recommended the creation of approval levels according to the relevance of the transaction.

4.17 Communication regarding indemnity contracts

In accordance with Circular Letter No. 9/2018/CVM/SEP, whenever there is a commitment to provide indemnity for administrators, the company must send, via the Empresas.NET System, the indemnity contracts, their amendments, and any other documents that also reflect the terms and conditions applicable to the indemnity regime.

In this sense, the associations to be used for the aforementioned sends are: Category “Indemnity Contracts” and Types: “Indemnity Contracts and Amendments” and “Other Documents Related to Indemnity Contracts”, depending on the document to be sent.

Finally, it is suggested to consult the CVM Orientation Opinion No. 38, of September 25, 2018, Circular Letter No. 9/2018/CVM/SEP, and item 7.13 of this document.

4.18 Equity-based compensation plans

The company must disclose, via the Empresas.NET System, any equity-based compensation plans it has, including stock option plans.

Traditional stock option plans must be archived in “IPE Online” in the Empresas.NET System, under the category “Option Plan”.

As for other equity-based compensation plans, they must be archived in the category “Equity-Based Compensation Plan (Except Option Plan)”.

The reference date of the document must represent the date of approval of the compensation plan.

All equity-based compensation plans referring to the compensation 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 the holding company, subsidiary, affiliate, or company under common control.

Additionally, in the case of exercise of the plan, through the issuance of new shares of the open company, the corporate act of issuance of the aforementioned shares must be archived, in which, in addition to the quantity of shares issued, the new value of the social capital and its composition, the right of the new shares in any distribution of dividends or interest on equity capital that may be declared by the company, must be stated.

4.19 Press release

Companies that opt to disclose a press release must do so via “IPE Online” in the Empresas.NET System, category “Economic-Financial Data”, type “Press-Release”. This disclosure must, as a rule, occur after the disclosure of the financial statements, annual or interim, that served as the basis for its preparation.

In the preparation of 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 the observance of the principles contained in Articles 14 to 16 of Instruction No. 480/09, notably with regard to 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 may mislead the investor to a conclusion different from that which would be obtained after reading the complete financial statements. Among other aspects, positive and negative information of equal relevance included in the press release must be disclosed with the same prominence.

In the case of disclosure of non-accounting measurements, the principles contained in CVM Instruction No. 527/12 must always be observed, whenever applicable, especially with regard to the need for reconciliation of these data with accounting numbers.

4.20 Presentation material to analysts / market agents

According to Article 30, item XIV, of CVM Instruction No. 480/09, companies that hold public meetings with analysts and market agents must send the material presented on the same day of its occurrence.

The send must be carried out via “IPE Online” in the Empresas.NET System, under the category “Market Communication” and type “Presentations to Analysts / Market Agents”.

For equitable treatment of all market participants, this material must be sent before or simultaneously with the start of the meeting, containing all relevant information that will be addressed in it. The material must be easily understood, even by users who will not participate in the meeting.

If during the meeting there is disclosure of information additional to that contained in the presentation material used, for example, as a result of questions formulated by meeting participants, these must be included in this material, which must be resubmitted via the Empresas.NET System, without prejudice to the provisions of Article 3 of CVM Resolution No. 44/21, in cases where such information constitutes a Relevant Fact.

In passing, also with the aim of promoting equitable treatment for all market participants, presentations made by the company’s management to the press must be disclosed. The disclosure must be made via “IPE Online” in the Empresas.NET System, under the category: “Market Communication” and the type: “Other communications not considered relevant facts”, considering, in addition, the provisions contained in CVM Resolution No. 44/21.

4.21 Market maker

The activity of market maker is regulated by CVM Instruction No. 384/03. According to the definition given by Article 2 of this CVM Instruction, 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 holding, subsidiary, or affiliate companies of the issuer, or by any holders of securities who have an interest in forming a market for the papers in 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 the case may be: 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 Instruction No. 567/15; V – indication of any agreement or contract between the market maker and the controller, when applicable, regulating the exercise of voting rights or the purchase and sale of securities issued by the company.

In the case of hiring by another party 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 the case may be.

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 come to influence in a considerable way the decision of investors 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 drawn to the obligation to send the communications provided for in items XXIX and XXX of Article 30 and items XX and XXI of Article 31 of CVM Instruction No. 480/09, including regarding the information of the curriculum of new members in case of change in the composition of the committee, which must be sent, within 7 (seven) business days counted from the date of installation or change in composition.

For the send, one must use “IPE Online” in the Empresas.NET System: Category: “Market Communication”, Type: “Installation, change in composition, or dissolution of the statutory audit committee”.

The subjects are mandatory fields and are as follows: Installation of the statutory audit committee, Change in the composition of the statutory audit committee, and Dissolution of the statutory audit committee.

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, in force at the time, remain valid, being compatible with the respective commands of CVM Resolution No. 44/21:

We verified that the existence of uncertainties about the effect of the Covid-19 pandemic on the performance of companies, as well as the modifications in work routines that occurred in recent months, 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 that deal with the disclosure of information apply to such events, notably those that regulate the disclosure of relevant information (CVM Instruction No. 358/02) and establish general rules on content and form of the information that issuers must observe (Articles 14 to 19 of CVM Instruction No. 480/09), especially Article 16, according to which the issuer must disclose information in a comprehensive, equitable, and simultaneous manner to the entire market.

Regarding the publicity of events of this nature, even if held on platforms open to the general public, it is important to 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 management, we recommend that a Market Communication be disclosed in advance, informing the date, time, and internet address where the “live” will be broadcast, which will have the participation of some representative of the company.

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 orientation 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 that informs about the holding of the event must also contain a list of the topics to be discussed, and eventually the questions that will be asked, which must be obtained from the organizers if there is no pre-defined agenda together with the company.

Again citing CIRCULAR LETTER/CVM/SEP/No. 2/2020, “if during the meeting there is disclosure of information additional to that contained in the presentation material used, for example, as a result of questions formulated by meeting participants, these must be included in this material, which must be resubmitted via the Empresas.NET System, without prejudice to the provisions of Article 3 of CVM Instruction No. 358/02, in cases where such information constitutes a Relevant Fact”.

If it is not possible to disclose the content of the presentation in advance, due to 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 the 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 at the event and that does not appear in documents already disclosed by the company.

It is important to mention, finally, 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 Superintendence of Relations with Companies of the Securities and Exchange Commission (SEP/CVM) received and answered questions from market participants and institutions — such as the Brazilian Association of Publicly Held 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 that deal with the disclosure of relevant information and the general rules on content and form of information apply to such online events.

Best practices

Regarding the doubts received after publication, the SEP emphasizes that the most important thing is the compliance with the regulation applicable to open companies and that the recommendations of the CVM superintendence are the result of its supervision, especially in this period of the Covid-19 pandemic and confinement. Therefore, the non-adoption of the suggested practices will not be subject to sanctioning action by the SEP, provided that the aforementioned regulation is complied with.

Additionally, the technical area explains that the administrators of the companies, in the face of specific situations and in possession of a broader set of information, may adopt the practices they consider most appropriate, even if different from those cited in Circular Letter CVM/SEP 07/2020.

Meetings

Regarding closed meetings held electronically and other events of a private nature, with groups of investors or other market agents, the technical area of the Authority clarified that they are not part of the events treated by the circular.

Scope

The SEP also informs that the terms “executives” and “representatives of the companies” 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 director 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 reach a live broadcast with the participation of a Non-Statutory Director speaking about information of interest to the capital market, shareholders, and investors in general.

Furthermore, the technical area emphasizes that disclosure rules do not apply 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.

5 Common Guidelines for Periodic and Eventual 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 of cooperation and organization of the supervision activities exercised by the CVM and by this exchange, within their 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 Issuers Directorate of the Exchange (DIE) also signed, on 12/13/2011, a Work Plan, which was subsequently updated on 12/28/2018, establishing the information and documents whose disclosure will be supervised by B3 and how the SEP’s action will take place in support of the exchange, whether by exercising consultative and training activities, or by acting with the companies, in cases where the exchange’s requests are not met.

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

The full version of the agreement can be consulted at the link http://www.cvm.gov.br/export/sites/cvm/convenios/anexos/Convenio-BMFBovespa.pdf.

5.2 General guidelines

The sending of periodic and eventual information provided for in CVM Instruction No. 480/09, CVM Instruction No. 481/09, Article 28 of CVM Resolution No. 23/21, and CVM Instruction No. 358/02 must be done via the Empresas.NET System (see Chapter 9).

It is worth noting that the final deadlines for the delivery of periodic and eventual information are non-extendable, as there is no express authorization in the legislation to authorize, for any reason, a request for extension of the delivery deadline for this information.

For information whose delivery deadline is not stipulated in CVM Instruction No. 480/09 on business days, please be informed that if it coincides with a Saturday, Sunday, or 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 who fails to comply with the obligations to deliver periodic information provided for in CVM Instruction No. 480/09 will be subject to a daily coercive fine (see item 2.15), according to the values listed in Annex 3 of CVM Resolution No. 47/21, without prejudice to the assessment of possible responsibilities of the administrators for non-compliance with the deadlines (and, where applicable, the trustee, the syndic, 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 noted 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 Instruction No. 358/02, as provided for in its Article 18, as well as the disclosure to the market or delivery to the CVM of false, incomplete, or inaccurate information that misleads the investor, and the repeated failure to observe the deadlines fixed for the presentation of occasional information provided for in CVM Instruction No. 480/09, in accordance with its Article 60.

Without prejudice to the provisions of the two preceding 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 Company’s Investor Relations Officer (DRI) must evaluate the method of disclosure in each concrete case, noting that in some instances it may constitute a material fact.

In such disclosure, at least the following must be informed: (a) that the company will not disclose the said periodic information within the deadlines established in the Corporate Law or specific norms regarding the matter; (b) the reasons why the company will not be able to meet the deadline; (c) the effective measures being adopted to correct the problem; and (d) the estimated deadline, within reasonableness, for the disclosure of the periodic information that will not be disclosed timely.

In order for the documents relating to periodic and occasional information to be prepared and delivered in an integrated manner to the CVM, companies are advised to observe the following minimum requirements of legibility and clarity in the preparation of this information:
a) Texts shall not exceed the minimum margin limits that allow for printing, nor should they be overlapped by graphic elements, tables, headers, etc.; b) Content must have sufficient resolution for electronic or printed reproduction; c) Page numbering must not contain repetitions, and section numbering must be respected; d) Analytical indexes and cross-references must faithfully reflect the pages on which each content is located; e) The minimum font size limit is 7pt, especially for covers and tables; f) The logical integrity of the published file must be preserved, without defective pages; g) No text or image may be cut off, 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 reading fluency and consultation of information must be used;

Although not crucial, the following should also be observed:
a) Page breaks and paragraphs that prevent truncated reading, so as to avoid “orphan” and “widow” lines; b) Consistent typography and font size throughout the entire document; c) Consistency in sequences of alphabetical and numbered lists, so as 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 understanding of the 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 there being no express provision in the current regulatory framework regarding minimum content to be considered when publishing summarized versions of the other documents listed in Law 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 14 and 15 of CVM Instruction No. 480/09, whereby, in the document published in summarized form, it must state: (i) that it is summarized information that should not be considered in isolation for decision-making; and (ii) the electronic addresses of the widely circulated newspaper, the CVM, and B3 (in the case of a listed company) where the full text of the document can be found.

Publications will always be made in the same newspaper, chosen in a meeting of the Board of Directors, and any change must be preceded by notice to shareholders in the minutes excerpt of the Annual General Meeting (AGO), 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 a change 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.

5.3 Obligation to maintain a page on the World Wide Web CVM Instruction No. 480/09 determines, in its Article 13, that the issuer must send to the CVM and to the administrative entities of the markets in which its securities are admitted to trading the periodic and occasional information, according to content, form, and deadlines established in Chapter III of the Instruction, which provides, among other things, the obligation to send via an electronic system available on the CVM’s website on the World Wide Web.

The issuer registered in Category A must also place and maintain the information it discloses on its website for 3 (three) years, counted from the date of disclosure.

It is noted that this archiving rule refers to all periodic and occasional information provided for in legislation and regulation issued by the CVM, not limited only to those listed in Article 30 of CVM Instruction No. 480/09. Thus, there is a need to archive communications provided for in CVM Resolution No. 44/21, such as, for example, those regulated in Articles 11 and 12 of this Instruction.

It is also necessary to clarify that there is a need for the effective archiving of information on the company’s website. Simply inserting a link on the company’s website, directing investors to documents archived on the CVM or exchange website, in the Empresas.NET System, is not considered a valid procedure for compliance with the norm.

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 21 and 31 of CVM Instruction No. 480/09 on their own website, similar to what is required for companies registered in Category A by Article 13, paragraph 2, of the said Instruction.

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

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

It is worth remembering that, in accordance with Article 56 of CVM Instruction No. 480/09, the SEP may request the sending of additional information and documents beyond those required by this Instruction or ask for clarification on information and documents sent, through communication sent to the issuer, granting them 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 56 of Instruction No. 480/09.

As provided for in Article 56, paragraph 3, of CVM Instruction No. 480/09, exceptional requests for confidential treatment of such information and documents must be forwarded to the SEP and accompanied by the presentation of reasons why the issuer believes that their disclosure to the public would put at risk a legitimate interest of the issuer.

According to paragraphs 4 and 5 of Article 56 of CVM Instruction No. 480/09, 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 if there is an atypical fluctuation in the quotation, price, or quantity traded of the issuer’s securities.

It is noted that, in accordance with paragraph 1 of Article 56 of CVM Instruction No. 480/09, the SEP may, in any way, determine that the issuer disclose the information or document, if it considers that the information and documents subject to the request are relevant or that in some way differ from what was previously disclosed by the issuer.

5.5 Documents in Foreign Language
By analogy to that provided for in Article 22, paragraph 1, of Law No. 9,784/99 and observing the interpretation given to Article 13 of the Federal Constitution combined with Article 224 of the Brazilian Civil Code, all documents drafted in a foreign language to have legal effects in the country must be translated into Portuguese, the official language in Brazil, which is why all information and documents presented through the Empresas.NET System must be translated into the Portuguese language.

It is noted that formal documents governing the social relations of the issuer, such as Shareholder Agreements, Bylaws, or similar, must be translated by a sworn translator into the Portuguese language.

In this sense, documents provided to foreign exchanges that must be disclosed by the issuer may, if necessary, exceptionally be archived in a foreign language, and the issuer must arrange for the subsequent archiving of the translated version of the document, in the shortest possible time.

Furthermore, it is noted 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 Issuers with large market exposure
In accordance with Article 34 of CVM Instruction No. 480/09, issuers with large market exposure are those that cumulatively meet the following requirements:
a) have shares traded on an exchange for at least 3 (three) years; b) have timely complied with 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 quotation on the last business day of the quarter prior to the date of the request for registration of the public offering of distribution of securities.

The status of issuer with large market exposure must be declared by the issuer in the request for registration of 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 memorandum of the calculation made by the issuer to verify the market value of shares in circulation.

It is worth highlighting that the procedure related to the automatic grant of registration of distribution offer of securities for such issuers, within 5 (five) business days from the protocol of the request at the CVM, is subject to verification of adherence to the provisions of Articles 6º-A and 6º-B of CVM Instruction No. 400/03.

6.2 Issuers in special situations
6.2.1 Issuers in extrajudicial recovery
In addition to the periodic and occasional information provided for in Sections II and III of Chapter III of CVM Instruction No. 480/09, issuers in extrajudicial recovery must send to the CVM reports on compliance with the payment schedule and other obligations established in the extrajudicial recovery plan, with a frequency not exceeding 90 (ninety) days, as provided for in Article 35 of the Instruction. These reports must be forwarded via “IPE Online” in the Empresas.NET System, category “Information of Companies in Judicial or Extrajudicial Recovery”, type “Compliance Report of the Plan”.

It is alerted that paragraph 3 of Article 44 of CVM Instruction No. 480/09 provides that whenever an issuer in a special situation has its administrators replaced by a liquidator, judicial administrator, judicial manager, receiver, 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 proceed to update their registration data with the CVM, notably regarding the change in the company’s situation and its responsible party 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 23 of CVM Instruction No. 480/09.

6.2.2 Issuers in judicial recovery
Article 36 of CVM Instruction No. 480/09 exempts issuers in judicial recovery from delivering the Reference Form, and this exemption remains valid until the delivery to court of the detailed report at the end of the recovery process.

Notwithstanding, according to paragraph 1 of the said article, the issuer in judicial recovery registered in Category A authorized by a market administrative entity to trade shares or depositary receipts of shares on a stock exchange must deliver the Reference Form filled out with sections 1, 4, 10, and 13 and with items 12.5, 12.7, 15.1, and 15.2, until the delivery to court of the detailed report at the end of the recovery process, observed the provisions of paragraph 3 of Article 24 of this Instruction.

Furthermore, these issuers must forward, via “IPE Online” in the Empresas.NET System, the other periodic and occasional information provided for in the Instruction, including the following information provided for in its Article 37, within the respective specified deadlines:
a) monthly financial statements accompanied by the judicial administrator’s report, in the category “Information of Companies in Judicial or Extrajudicial Recovery”, type “Monthly Financial Statements”; b) recovery plan (see item 4.7); c) declaration of bankruptcy during the process (see item 4.6); and d) detailed report presented by the judicial administrator at the end of the recovery, in the category “Information of Companies in Judicial or Extrajudicial Recovery”, type “Detailed Report”.

It is noted that the responsible party’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 38 of CVM Instruction No. 480/09, the issuer in bankruptcy is exempt from providing the periodic information referred to in Section II of Chapter III of CVM Instruction No. 480/09, except regarding the Registration Form, in accordance with Article 23 and its sole paragraph.

Furthermore, these issuers must send to the CVM, via “IPE Online” in the Empresas.NET System, the occasional information provided for in the Instruction, including the following information, provided for in Article 39 of CVM Instruction No. 480/09, within the respective specified deadlines:
a) report on the causes and circumstances that led to the situation of bankruptcy, in the category “Information of Companies in Bankruptcy”, type “Causes and circumstances of bankruptcy”; b) administrative financial statements, in the category “Information of Companies in Bankruptcy”, type “Administrative Financial Statements”; c) any other accounting information presented to the judge in the bankruptcy process, in the category “Information of Companies in Bankruptcy”, type “Other Accounting Information”; d) accounts presented at the end of the bankruptcy process, in the category “Information of Companies in Bankruptcy”, type “Accounts Presented at the End of the Bankruptcy Process”; e) final report on the bankruptcy process, in the category “Information of Companies in Bankruptcy”, type “Final Report”; and f) sentence closing the bankruptcy process, in the category “Information of Companies in Bankruptcy”, type “Closing Sentence”.

6.2.4 Issuers in liquidation
According to Article 40 of CVM Instruction No. 480/09, the issuer in liquidation is exempt from providing the periodic information referred to in Section II of Chapter III of CVM Instruction No. 480/09, except regarding the Registration Form, in accordance with Article 23 and its sole paragraph.

c) definitive general list of creditors, in the category “Information of Companies in Liquidation”, type “Definitive General List of Creditors”; d) final report and balance sheet of the liquidation, in the category “Information of Companies in Liquidation”, type “Final Report and Balance Sheet of Liquidation”; e) other reports, opinions, and accounting information, in the category “Information of Companies in Liquidation”, type “Other Reports, Opinions, and Accounting Information”; and f) act of closure of the liquidation, in the category “Information of Companies in Liquidation”, type “Act of Closure of Liquidation”.

It is worth noting that, in addition to sending the aforementioned documents, issuers must proceed to update their registration data with the CVM, notably regarding the change in the company’s situation and its responsible party, 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 23 of CVM Instruction No. 480/09.

It is noted that the responsible party’s data must also be updated via the Empresas.NET System (see item 3.3.1 and Chapter 9).

7 Relevant Corporate Events and Other Guidelines 7.1 Common guidelines for ordinary and extraordinary general assemblies 7.1.1 Representation of shareholders in assembly Paragraph 1 of Article 126 of Law No. 6,404/76 establishes that a shareholder may be represented in an assembly by a proxy constituted for less than 1 (one) year, who must be a shareholder, an administrator of the company, or a lawyer, and in the open company, the proxy may also be a financial institution, with the fund manager representing the co-owners.

The CVM Collegiate Body, in a meeting held on 04.11.2014 (CVM Process RJ2014/3578) 27, understood that corporate shareholders may be represented in 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. In this way, there is no need for this agent to be a shareholder, administrator of the company, or lawyer.

CVM Instruction No. 481/09 provides, in its Article 5, that the call announcement must list the documents required for shareholders to be admitted to the assembly.

27 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D17.html.

The Instruction allows the company to request the prior deposit of the documents mentioned in the convening notice, provided the bylaws contain a provision on the matter, but determines that a shareholder who attends the meeting armed with the required documents may participate and vote, even if they failed to deposit them previously.

Thus, the prohibition on participation in a meeting by a shareholder’s representative who failed to adopt the advance delivery procedure for the power of attorney as established by the company constitutes a violation of Law No. 6,404/76 and Article 5 of CVM Instruction No. 481/09.

It is further noted that, in a meeting held on 24.06.2008 (CVM Process RJ2008/1794) 28, the CVM Collegiate issued an understanding that, although Law No. 6,404/76 conditions the representation of shareholders on the presentation of a power of attorney, neither the Civil Code nor the Corporations Law require the notarization or consularization of powers of attorney. Thus, the company may always, at its discretion, waive the notarization and consularization of the powers of attorney granted by shareholders to their representatives.

The Collegiate also understood that there is no obstacle to powers of attorney being granted electronically, given, moreover, that Provisional Measure No. 2200-2/01 expressly recognizes the legal validity of documents signed electronically. According to the decision, any mechanism that ensures the authenticity and integrity of electronic powers of attorney and is admitted as valid by the involved parties, notably the company, may be used for this purpose.

7.1.2 Public requests for powers of attorney

CVM Instruction No. 481/09, which regulated the information and documents that companies must disclose to instruct the exercise of voting rights of their shareholders in meetings, also established rules to regulate public requests for powers of attorney for the exercise of voting rights.

For the purposes of CVM Instruction No. 481/09, the following are considered public requests for powers of attorney:
a) requests that use 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.

Powers of attorney requests that do not fall under any of the above hypotheses will be considered private requests, not subject to the procedures provided in the aforementioned Instruction.

It is noted that investment funds whose decisions on the exercise of voting rights in meetings are made discretely by the same manager are considered as a single shareholder, under the terms of CVM Instruction No. 481/09.

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

According to the Instruction, any public request for a power of attorney for the exercise of voting rights must be sent to all shareholders with voting rights in the meeting in question.

A copy of the draft power of attorney and the other information required in Article 23 of the Instruction, including the identification of the natural or legal persons who promoted, organized, or funded the power of attorney request, even if partially, must be forwarded to the CVM, on the date the request begins, via “IPE Online” in the Empresas.NET System, category “Assembly”, type “AGO”, “AGO/E”, “AGE” or “AGESP”, as applicable, species “Material related to public requests for powers of attorney”.

For this obligation to be fulfilled, interested shareholders must forward the public power of attorney request, accompanied by all information required in Article 23 of CVM Instruction No. 481/09, to the DRI by the business day prior to the start date of the request (Article 26, paragraph 1, of the same Instruction).

In line with the provisions of Law No. 6,404/76, CVM Instruction No. 481/09 determines that powers of attorney subject to public requests must:
a) indicate a proxy to vote in favor, a proxy to abstain, and another proxy to vote against each of the proposals subject to the request; b) expressly indicate how the proxy must vote regarding each of the proposals or, if applicable, whether they should abstain regarding such proposals; and c) be restricted to a single meeting.

When the public power of attorney request is made by the company, the administration must communicate to the market its intention to make the request up to 10 (ten) business days before the start of the campaign, indicating the matters for which powers of attorney will be requested.

The objective of this rule is to enable shareholders of the company to have sufficient time to organize before the general meeting.

In this sense, the regulation stipulates that powers of attorney 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 on the candidates indicated by the administration and on candidates indicated by shareholders representing at least 0.5% (zero point five percent) of the share capital.

Shareholders representing at least 0.5% (zero point five percent) of the share capital of the open 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 power of attorney request, CVM Instruction No. 481/09 establishes, in its Article 32, 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) notices in the same newspaper in which the company publishes its financial statements; and

b) printing and sending of power of attorney requests to the company’s shareholders.

If the proposal supported by the shareholders is approved or if at least one of the candidates they support 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 they support are not elected, the company is obligated to reimburse only 50% (fifty percent) of the reimbursable expenses.

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

It is noted that a company that accepts electronic powers of attorney via a worldwide computer network system is not obligated to reimburse shareholders for expenses incurred in making public power of attorney requests for the exercise of voting rights (Article 32 of CVM Instruction No. 481/09).

It is worth noting that companies that adopt remote voting, under CVM Instruction No. 481/09, and wish to make a public power of attorney request must disclose, together with the communication to the market of their intention to make the request (Article 27 of CVM Instruction No. 481/09), all valid requests for the inclusion of proposals and candidates received so far, according to Article 21-P of CVM Instruction No. 481/09 (see item 7.2).

7.1.3 Request for shareholder address list (Article 126, paragraph 3, of Law No. 6,404/76)

The purpose of accessing the address list under Article 126, paragraph 3, of Law No. 6,404/76 is to allow the representation of shareholders by power of attorney in meetings, independent of prior request for power of attorney by the company itself, increasing the possibilities of organizing non-controlling shareholders, aiming to exercise voting rights. If a shareholder wishes to obtain the addresses of other shareholders for any purpose other than contacting them to represent them in meetings, using powers of attorney, Article 126 cannot be invoked.

The explicit reference of paragraph 3 of Article 126 to paragraph 1 of the same article, combined with the fact that the matter is regulated in the article providing for representation in meetings, leaves no doubt regarding the need for a convened meeting, or one imminent to be convened, for the rule of paragraph 3 to apply.

CVM Instruction No. 481/09, which regulates public requests for powers of attorney for the exercise of voting rights, also disciplines the matter.

According to the Instruction, requests for address lists formulated by shareholders holding 0.5% (zero point five percent) or more of the share capital of the open company, based on Article 126, paragraph 3, of Law No. 6,404/76, must be attended to by the company within, at most, 3 (three) business days, and the company is prohibited from: (a) requiring any other justifications for the request; (b) charging for the provision of the shareholder list; or (c) conditioning the approval of the request to the fulfillment of any formalities or the presentation of any documents not provided for in paragraph 2 of Article 126, namely: (i) containing all necessary informational elements for the exercise of the requested vote; (ii) allowing the shareholder to exercise a vote contrary to the decision with the indication of another proxy for the exercise of this vote; and (iii) being directed to all holders of shares whose addresses are listed in the company’s registers.

Furthermore, according to CVM Instruction No. 481/09, the address list must list all shareholders in descending order, according to their respective number of shares, and it is unnecessary to identify the shareholding participation of each.

It is emphasized that the address list provided by the company must be linked to the respective names of the shareholders. The absence of this linkage, in addition to making it more 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 expressed by the SEP within CVM Process No. 19957.000786/2021-27.

7.1.4 Installation of the Fiscal Council and election of its members

Law No. 6,404/76 established, in Article 161, paragraph 4, letter “a”, that holders of preferred shares without voting rights or with restricted voting rights have the right to elect, in a separate vote, one member and respective alternate; the same right will have minority shareholders, provided they represent, collectively, ten percent or more of the shares with voting rights.

Article 240 of Law No. 6,404/76 also ensures that the Fiscal Council will operate permanently 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, letter “a”, of Law No. 6,404/76, the CVM stated, through CVM Guidance Opinion No. 19/90, that in order for the right attributed by law 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 may not participate, even if they also hold preferred shares. Such participation, if admitted, would result in an effective restriction of the essential right to monitor and in inequitable representation of interests, often contrary, which the law sought to protect.

In this sense, the SEP’s understanding, in consonance with the provisions of Guidance Opinion No. 19/90, is that, in election processes for the Fiscal Council provided for in Article 161, paragraph 4, letter “a”, and Article 240 of Law No. 6,404/76, no shareholders who do not fall within the concept of minority that the Law sought to protect should participate, i.e., in addition to controllers, persons linked to them should also not participate.

It is noted that the CVM Collegiate confirmed, on more than one occasion, in sanctioning processes, that entities over which the company’s controller has decisive influence cannot participate in the separate election of Fiscal Council members provided for in Article 161, paragraph 4, of Law No. 6,404/76, whether in the preferred shareholders’ seat or the minority shareholders’ seat. In this sense, see the CVM Collegiate decision issued in CVM Administrative Sanction Process No. 11/12, in a judgment session held on 02.12.2014 29.

CVM precedents have affirmed that to determine whether closed complementary pension entities can participate in the separate election of Fiscal Council members for companies subject to dominant influence from their sponsor or direct and indirect controllers of their sponsor, an analysis of the entity’s own governance is required.

Thus, as already stated in the vote of President-Relator Marcelo Trindade in CVM Administrative Sanction Process No. 07/05 30, the voting prohibition extends to complementary pension entities sponsored by the open company or its holding companies when, cumulatively:
a) the indication of the majority of their administrators falls to the sponsor or its controller, even when the tie-breaking vote falls to the sponsor’s representative or its controller; and b) no mechanism has been adopted that ensures that the deliberation for the choice of counselors to be elected by minority shareholders was taken with the majority participation of administrators elected by participants in the pension entity.

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

It is noted that, as mentioned in the vote of Director Otávio Yazbek, within CVM Process No. RJ2009/13179 31, the voting prohibition is directed at the shareholder. It is then up to the chairperson to declare this prohibition only in cases where the prohibition is evident. Thus, the chairperson of the meeting should only prohibit shareholders from voting 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 chairperson, after evaluating and concluding that the controller’s influence is not evident, must draw attention in the meeting (leaving, moreover, a record in the respective minutes) to the understanding issued by the SEP in this Circular Letter, stating 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, must be able to present, if questioned after the meeting, elements that allow demonstrating that the aforementioned influence did not exist.

29 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2014/20141202_PAS_112012.html.
30 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2007/20070424_0705.html.
31 See http://conteudo.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.html.

As provided in paragraph 2 of Article 161 of Law No. 6,404/76, the Fiscal Council, when its operation is not permanent, will be installed by the general meeting at the request of shareholders representing at least 0.1 (one tenth) of the shares with voting rights, or 5% (five percent) of the shares without voting rights, and each period of its operation will end at the first ordinary general meeting after its installation.

CVM Instruction No. 324/00 establishes a reduced scale, based on share capital, of the minimum shareholding percentages necessary to request the installation of a Fiscal Council for an open 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 meeting, the installation of the Fiscal Council, observing the special quorum for installation provided in CVM Instruction No. 324/00.

Once installation is approved, the election of its members becomes mandatory 32. However, the shareholding participation percentage for the separate election, referred to in paragraph 4, (a), of Article 161 of Law No. 6,404/76, cannot be reduced by the CVM, as it does not fall under any of the hypotheses provided in Article 291 of the same law.

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 Fiscal Council member, the CVM’s understanding 33 is that present shareholders, including the controller, may elect the fiscal counselors by majority vote. The controlling shareholder is not obligated to participate in the election of Fiscal Council members in the aforementioned hypothesis, and if they do not, all counselors will be elected by the votes of the other shareholders, regardless of their participation in the capital, as the council will be installed (Article 161, paragraph 2), and the election of its members will be mandatory (Article 161, paragraph 4).

Furthermore, it is worth highlighting the understanding issued by the CVM Collegiate in meetings of 06.05.2008 34 and 23.09.2008 35 (CVM Process RJ2007/11086), stating that the requirement of “10% or more of the shares with voting rights” provided in Article 161, paragraph 4, does not refer to the number of shares the minority shareholder present at the meeting needs to hold to elect, in a separate vote, one 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 Instruction No. 481/09 provides that whenever the general meeting is convened to elect administrators or members of the Fiscal Council, registered companies in Category A to which the aforementioned Instruction applies must provide, at minimum, the information required for items 12.5 to 12.10 of the Reference Form, regarding candidates indicated or supported by the administration or by controlling shareholders (see Article 1 and 10 of CVM Instruction No. 481/09).

32 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.
33 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.
34 See http://conteudo.cvm.gov.br/decisoes/2008/20080506_R1/20080506_D03.html.
35 See http://conteudo.cvm.gov.br/decisoes/2008/20080923_R1/20080923_D02.html.

On the other hand, open companies registered in Category B may, in line with the provisions of Article 133, item V of Law No. 6,404/76 (in the case of AGO) and Article 21, item VIII and Article 31, item II, both of CVM Instruction No. 480/09, send all documents necessary for the exercise of voting rights in general 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, issued within administrative process 19957.004466/2018-41 36, which, by majority, understood that the prohibitions of Article 17, paragraph 2 of Law No. 13.303/16 also apply to candidates for the Fiscal Council of state-owned companies. Nevertheless, it is noted that, at present, an injunction decision from the Judiciary suspending the effects of the aforementioned decision is in force, in the specific case.

Also regarding mixed-economy companies, given the SEP’s position established within CVM Process No. 19957.004086/2019-97, a mixed-economy company created within a state, 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 persons up to the third degree.

In line with the provisions of Article 6, item II, of CVM Instruction No. 481/09, 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 the administration or by controlling shareholders by virtue of Article 10 of CVM Instruction No. 481/09.

It is worth highlighting the understanding of the CVM Collegiate in response to the SEP’s consultation appreciated in a meeting of 21.01.2020 37 (CVM Process No. 19957.006786/2018-35), stating that minority shareholders linked to the controller or under their decisive influence cannot request the inclusion, nor contribute with their shares to, together with other shareholders, reach the minimum percentage necessary for the inclusion, in the Remote Voting Bulletin, 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.

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

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

Such information must be provided by companies registered in Categories A and B in the manner established in this Circular (see items 3.4 and 4.2), as applicable.

36 See http://conteudo.cvm.gov.br/decisoes/2018/20180426_R1/20180426_D1021.html.
37 See http://conteudo.cvm.gov.br/decisoes/2020/20200121_R1/20200121_D1112.html.

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, with an equal number of alternates, shareholders or not, elected by the general meeting.

The election of alternate members of the Fiscal Council is therefore mandatory, and the Fiscal Council must be composed of full and alternate members in equal numbers, as the designation of an alternate member is necessary to prevent the possibility of the absence of a full 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.

7.1.5 Election of members of the Board of Directors

Law No. 6,404/76 establishes, as a rule, the election of members of the Board of Directors by absolute majority (Article 129), with those elected being those who gather the largest number of votes from those present at the meeting. To ensure, however, the proportional nature of the filling of seats on the Board of Directors, the Law created two other electoral mechanisms that confer on 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 shares issued by a public company with voting rights, representing at least 15% (fifteen percent) of the total shares with voting rights; and (ii) of preferred shares without voting rights or with restricted voting rights issued by a public company, representing at least 10% (ten percent) of the share capital.

According to guidance contained in the Vote of Director-President Marcelo Barbosa, in a meeting held on 26.02.2019 (Process SP2016/0245), in cases of election of the Board of Directors of companies whose bylaws provide that said body may be composed of a variable number of members, it is up to the general meeting to determine the exact number of councilors to be elected. In these cases, the following procedures must be observed (see items 3.4.2, 3.4.3 and 4.2.1):
a) the administration must inform, in its proposal 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 the administration also present in the proposal the possible scenarios for the composition of the board according to the voting systems that may be adopted (majority vote, multiple vote, and separate voting); and c) the administration must include, as an item on the agenda, the deliberation on the fixing of the exact number of members that will compose the Board of Directors.

In the same vote manifestation, the Collegiate draws attention to the fact that, in scenarios where the bylaws establish a variable number of members to compose the Board of Directors, the definition of the number of members of the Board of Directors must necessarily precede the deliberations regarding the election of its members, at which time shareholders may be asked to declare whether they wish to proceed with the multiple voting system, if it has already been requested in accordance with the law, or to adopt separate voting, thus withdrawing the request for multiple voting, without prejudice to, if applicable, both procedures being adopted.

Along the same lines, the CVM Collegiate understands it is important to reinforce that, procedurally, if in the same meeting the multiple voting system is adopted combined with a request for separate voting, the election of councilors according to the latter system must be prior to the election by multiple vote, because only after the separate voting is carried out will it be possible to identify the number of remaining vacancies and, thus, calculate the multiple vote coefficient.

The CVM Collegiate, in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and RJ2013/4607) 38, understood that shares held in treasury must be excluded from the total number of shares or the total number of shares with voting rights, as the case may be, for the purpose of calculating the percentages indicated in Article 141, paragraphs 4 and 5, of Law No. 6,404/76.

Article 239 of Law No. 6,404/76 further ensures to the minority the right to elect one of the members of the Board of Directors, if a larger number does not fall to them by the multiple voting process, in mixed-economy companies.

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

For this reason, the SEP understands that the interpretation that the CVM has been making in CVM Orientation Opinion No. 19/90 and in sanctioning processes regarding participation in the separate election provided for in Article 161, paragraph 4, of Law No. 6,404/76 (see item 7.1.4), also applies to the separate election of Article 141, paragraphs 4 and 5, of Law No. 6,404/76, as well as to Article 239 of this Law.

The prerogative of electing 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 Collegiate issued in CVM PAS No. 11/12, in a judgment session held on 02.12.2014 39.

38 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html.
39 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. 07/05 40 (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 minority holders of the right to participate in the separate election, the governance structure of each shareholder will be taken into account, mainly.

In this regard, it is worth noting the vote of President-Relator Marcelo Barbosa in PAS 19957.011244/2019-65 41, 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 Collegiate, participation in separate elections of pension entities, the majority of whose administration is appointed by its sponsor, is not permitted, except if such entity has governance mechanisms that prevent the sponsor from influencing, directly or indirectly, the decision on the choice of candidate."

Notwithstanding, regardless of whether it concerns pension entities, for the purpose of determining the existence of the aforementioned influence, one should not focus solely on the search for the formalization of corporate ties 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 tie 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 body of factual evidence."

It is worth noting that, as mentioned in the vote of Director Otávio Yazbek, within the scope of CVM Process No. RJ2009/13179 42, the prohibition to vote is directed at 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 the vote of shareholders 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 supplementary 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 Office, to the effect that it is up to each supplementary 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 the aforementioned influence did not occur.

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

Still regarding the election of administrative councilors by non-controlling shareholders, it is worth noting that in the meeting held on 11.04.2006 43, the CVM Collegiate decided to maintain the interpretation of Article 141, paragraph 5, of Law No. 6,404/76 given in the meeting of 08.11.2005 (CVM Process RJ2005/5664) 44, which, in cases where the company has only issued shares with voting rights, 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 shares with voting rights.

In cases where a shareholder requests the adoption of the multiple voting procedure for the election of members of the Board of Directors, attention is called to the possibility that this shareholder withdraw the request at any time, even in the meeting itself, as decided in CVM Process No. 19957.003630/2018-01 45. For this reason, it is recommended that shareholders who are interested in the election by means of multiple vote present their own requests for the adoption of such procedure, independent of similar requests previously made by other shareholders.

Thus, even if a previous request is withdrawn by the shareholder who formulated it, the multiple voting procedure must still be observed.

Article 239 of Law No. 6,404/76, specifically aimed at mixed-economy companies, allows holders of non-controlling ordinary shares of these companies, regardless of the shareholding 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 verifying 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.

It is important to note that the CVM Collegiate decided, in a meeting held on 07.07.2015 (RJ2014/4375) that, in mixed-economy companies, the application of Article 239 excludes the application of Article 141, paragraph 4, item I of Law No. 6,404/76, prevailing, thus, the special norm over the general determination.

Notwithstanding, as it is specifically directed to shareholders holding ordinary shares, the use of Article 239 does not prejudice the exercise by preferred shareholders of the right to elect separately one member of the Board of Directors and his alternate, in the form of Article 141, paragraph 4, item II, of Law No. 6,404/76, although paragraph 5 of Article 141 of Law No. 6,404/76 remains inapplicable, since minority shareholders with voting rights would have already participated in the election dealt with in the aforementioned Article 239, not being able to use their shares to compose the quorum required by the 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 view of this, and specifically regarding the situation of public mixed-economy companies, attention is called to the hypotheses of ineligibility provided for in Article 17, paragraph 2, of Law No. 13,303/16.

43 See http://conteudo.cvm.gov.br/decisoes/2006/20060411_R1/20060411_D03.html.
44 See http://conteudo.cvm.gov.br/decisoes/2005/20051108_R1/20051108_D02.html.
45 See http://conteudo.cvm.gov.br/decisoes/2018/20181009_R1/20181009_D1053.html.

In this regard, in addition to observing, in the election of its own administrators, the hypotheses of ineligibility provided for in such device, according to the understanding of the Collegiate in CVM Process No. 19957.008923/2016-12 46, mixed-economy companies must also refrain from making indications of persons included in these hypotheses for positions in companies in which such mixed-economy companies are investors.

Additionally, according to the understanding of the Collegiate in CVM Process No. 19957.011269/2017-05 47, 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 the said Law.

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

It is worth alerting that CVM Instruction No. 481/09 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 Instruction. Such documents and information must be sent by the date of publication of the first call announcement, except when Law No. 6,404/76, CVM Instruction No. 481/09, or another norm issued by the CVM establishes a longer deadline.

It is worth highlighting that CVM Instruction No. 481/09 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 12.5 to 12.10 of the Reference Form, regarding the candidates indicated or supported by the administration or by controlling shareholders (see items 3.4.2.a and 4.2.2.a).

Regarding public companies registered in Category B, it is worth noting that, in accordance with Article 133, item V of Law No. 6,404/76 (in the case of the EGM), paragraph 3 of Article 135 of Law No. 6,404/76 (in the case of the EGM), and Article 21, item VIII and Article 31, item II, both of CVM Instruction No. 480/09, it is mandatory to send all documents necessary for the exercise of the right to vote at general meetings. Thus, sufficient information about the candidates must be provided, in order to allow shareholders to deliberate on the matter.

In the case of companies with Depositary Receipts traded abroad (as is the case with ADRs), it is worth noting 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.

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

The suggested form of disclosure is through "IPE Online" in the Empresas.NET System, in the category "Notice to Shareholders", type "Other Notices", including in the subject that it concerns the indication of candidates for member of the Board of Directors/Fiscal Council presented by minority shareholders.

Attention is called to the fact that some companies already adopt this practice and allow in their Bylaws that non-controlling shareholders present candidates for the Board of Directors, provided that these shareholders present information about the candidates until a certain deadline prior to the date set for the meeting.

These practices, however, must be regarded as privileges granted to shareholders to facilitate their articulation and the exercise of rights granted in Law No. 6,404/76. According to understanding issued by the SEP, requirements to present information about candidates prior to the meeting, even if provided for in the Bylaws, cannot be used as an imposition to obstruct the right of shareholders provided for in Law No. 6,404/76 to indicate and elect members for the Board of Directors and the Fiscal Council at the very moment of the meeting.

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

It is also worth highlighting the understanding of the CVM Collegiate in response to the SEP inquiry appreciated in a meeting on 21.01.2020 48 (CVM Process No. 19957.006786/2018-35), 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 Distant Vote Bulletin, of candidates to compete for vacancies on the Board of Directors and the Fiscal Council to be filled in a separate election reserved for minority shareholders.

Finally, regarding the action of members of the Board of Directors elected as representatives of employees of mixed-economy companies, the decision of the CVM Collegiate, issued within the scope of process 19957.011059/2019-71, in a meeting held on 22.09.2020, is worth noting, to the effect that these members would be prohibited from acting in deliberations of the Board of Directors that concern the process of privatization of the company, or its controlled company, notably because, in accordance with Law No. 12.353/10, they cannot intervene "in any social operation in which they have a conflicting interest with that of the company" and in "discussions and deliberations on matters involving union relations, remuneration, benefits and advantages, including matters of supplementary pension and assistance."

7.2 Distant Vote – CVM Instruction No. 481/09
7.2.1 Scope of CVM Instruction No. 481/09

On 07.04.2015, CVM Instruction No. 561/15 was issued, which made changes to CVM Instructions No. 480/09 and 481/09 in order to regulate the participation and distant voting of shareholders in general meetings of public companies. Through this norm, the CVM sought to facilitate participation in the meeting and the exercise of certain rights by non-controlling shareholders.

On 21.12.2017, CVM Instruction No. 594/17 was issued, which amended provisions of CVM Instruction No. 481/09, including regarding the institution of remote voting. It should be noted that these amendments apply to assemblies held from March 5, 2018, and whose remote voting bulletins are disclosed, in the manner of paragraph 1 of Article 21-A, from February 1, 2018 onwards.

Furthermore, CVM Instruction No. 594/17 restricted the application of CVM Instruction No. 481/09 to open companies registered in Category A, authorized by a market administrator entity for the trading of shares on a stock exchange, and that have shares in circulation, thus considered as the company's shares, with the exception of those owned by the controlling shareholder, persons linked to him, the company's administrators, and those held in treasury.

The procedures described in CVM Instruction No. 481/09 apply to: (a) Ordinary General Assemblies; (b) Extraordinary General Assemblies that deliberate (i) on the election of members of the Fiscal Council or (ii) of the Board of Directors, when the election is necessary due to the vacancy of the majority of the council's positions, due to vacancy in a council that was elected by multiple voting or to fill vacancies dedicated to the separate election dealt with in Articles 141, paragraph 4, and 239 of Law No. 6.404/76; and (c) whenever the extraordinary general assembly is convened to occur on the same date scheduled for the ordinary general assembly, in accordance with Article 4 of CVM Instruction No. 594/17.

Attention is drawn to the possibility of minority shareholders reaching the quorum for the installation of the Fiscal Council, and yet not reaching the required percentage, in accordance with Article 161, paragraph 4, of Law No. 6.404/76, for the election of a candidate. In these cases, according to the decision of the CVM Collegiate, if the quorum provided for in the mentioned device is not reached, the controlling shareholder is not obliged to participate in the election of the members of the Fiscal Council, and such election is the responsibility of the shareholders present, regardless of their participation (Processes RJ2007/3246 and RJ2006/5701, Reg. 5489/07, Rel. President Marcelo Fernandes Trindade, j. 10.7.2007 49).

Thus, once the council is installed, the election of members becomes mandatory. It would therefore be advisable, in order to facilitate the election, to guide minority shareholders, administrators, and controlling shareholders to be prepared for this scenario in assemblies.

The provisions of the regulation are applicable mandatory, from January 1, 2018, for open companies registered in Category A and authorized by a market administrator entity for the trading of shares on a stock exchange that have shares in circulation.

The provisions of the aforementioned Instruction do not apply to open companies that do not have shares in circulation, thus considered as the company's shares, with the exception of those owned by the controlling shareholder, persons linked to him, the company's administrators, and those held in treasury.

Notwithstanding, companies not obliged by CVM Instruction No. 481/09 to adopt the remote voting procedure may do so voluntarily, in which cases they must fully comply with the provisions of CVM Instruction No. 481/09.

49 See https://conteudo.cvm.gov.br/decisoes/2007/20070710_R1/20070710_D16.html.

In line with what is provided in paragraph 2 of Article 21-A of CVM Instruction No. 481/09, any open company to which the aforementioned Instruction applies may use remote voting voluntarily in a specific extraordinary general assembly. The issuer that chooses to adopt remote voting in an extraordinary general assembly not included in the list of Article 21-A of CVM Instruction No. 481/09 will not be obliged to do so in other extraordinary general assemblies, but must follow the deadlines provided and conditions established in Chapter III-A, except for Section IV, of CVM Instruction No. 481/09.

The adoption of remote voting in a specific assembly must always cover all matters included in the agenda, regardless of their presence or not in the list provided in Article 21-A of CVM Instruction No. 481/09, as provided in Article 21-F, paragraph 1, item I of the aforementioned Instruction.

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 “IPE Online” in the Empresas.NET System (Category: “Notice to Shareholders” / Type: “Adoption of remote voting”).

Furthermore, in line with what is provided in Subsection I of Section I of Chapter III of CVM Instruction No. 480/09 – “Content and Form of Information”, the company must inform that it will adopt the remote voting procedure provided in CVM Instruction No. 481/09, in the call notice of the respective general assembly.

It is important to note that the deadlines provided in CVM Instruction No. 481/09, regarding the institution of remote voting, take into account calendar days (with the exception of those that the instruction itself expressly provides that the deadline is counted in business days), including weekends and national holidays in the count, so companies must take into account the end terms of the referred deadlines for the establishment of the dates of assemblies in which remote voting will apply.

Furthermore, in the case of a second call, the deadlines provided in CVM Instruction No. 481/09 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 Process CVM No. 19957.003377/2020-00, stated that “from reading Provisional Measure No. 2.200-2, of 25.08.2001, 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 of enabled applications that use digital certificates, as well as the realization of secure electronic transactions”.

In this sense, companies must not require, from shareholders who wish to vote remotely, manifestation and delivery of physical documents to ratify the electronic dispatch of the documents mentioned in the call notice of the Assembly, in accordance with paragraph 1 of Article 5 of CVM Instruction No. 481/09, with wording given by CVM Instruction No. 622/20, that contain documents produced and signed with the use of the aforementioned ICP-Brasil certification.

7.2.2 Remote Voting Bulletin

To instrument the remote voting procedure, a document called Remote Voting Bulletin was created. This document allows shareholders to indicate if 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 proposed by the administration, must be included in the remote voting bulletin, as they are shareholders' rights, according to Corporate Law. It also brings together all deliberation proposals included in the agenda of the assemblies to which it applies, whether by controlling shareholders and administration, or by non-controlling shareholders. Thus, the Remote Voting Bulletin seeks to function not only as a voting instrument, but also as an articulation tool among shareholders.

The Remote Voting Bulletin is an electronic document whose form reflects Annex 21-F of CVM Instruction No. 481/09 and must contain (i) all matters on the agenda of the general assembly to which it refers; (ii) guidelines on the possibility of direct dispatch to the company and mention of the possibility of using authorized service providers; (iii) guidelines on its dispatch by postal mail or electronic means, 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 Bulletin must be drafted in clear, objective language that does not mislead the shareholder, and may contain indications of pages on the worldwide web where the proposals are described in more detail, and the other provisions of Article 21-G of CVM Instruction No. 481/09 on the subject must also be observed. Additionally, the wording and order of deliberations in other electronic documents published by the company, such as the administration's proposal and the assembly participation manual, must reflect those contained in the Remote Voting Bulletin.

In this sense, matters included in the remote voting bulletins at the request of shareholders must be accompanied by information that their inclusion originated from the mentioned request.

Based on cases analyzed by the technical area, 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 and dispatch addresses, but any other important information about the agenda items.

Remote voting bulletins must be generated in the Central Corporate Intelligence System - CICORP for each assembly that uses the chain for collecting and transmitting voting instructions. In this sense, in the event of an OGA/EGA, the assemblies (OGA and EGA) must be registered separately in CI.CORP, generating two separate bulletins.

It is emphasized that, if the company chooses to make the remote voting bulletin available on its worldwide web page, it must use the file generated by the CICORP system.

The Remote Voting Bulletin must be made available by the company up to 1 (one) month before the date scheduled for the assembly, and, in accordance with CVM Instruction No. 481/09, the bulletin may be republished by the company:

(i) up to 20 (twenty) days before the date scheduled for the assembly for the inclusion of candidates indicated for the Board of Directors and the Fiscal Council in the manner of Article 21-L (Article 21-A, paragraph 3, item I of CVM Instruction No. 481/09); 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 social statute (Article 21-A, paragraph 3, item II of CVM Instruction No. 481/09).

In the case described in item (i) above, unless the shareholder sends a new voting instruction, the votes previously granted by him to candidates included in the previously published bulletin must be considered valid. In the case described in item (ii) above, the votes previously granted by the shareholder to the affected proposal must be considered invalid.

The republishing of the remote voting bulletin for any reason must be immediately communicated by the company to the market, informing:
(i) the reason for the republishing and the bulletin proposals that were altered; (ii) that votes previously granted to the altered deliberation will be considered invalid, in the case provided for in Article 21-A, paragraph 3, item II of CVM Instruction No. 481/09; (iii) the deadline for the shareholder, if he wishes, to send a new voting instruction; and (iv) that, to avoid that his voting instruction may be considered conflicting, it is recommended that the shareholder send his eventual new instruction to the same service provider previously used.

The voting instruction must be sent by the shareholder (i) directly to the company (by postal mail or electronic means), (ii) to the shareholder's custodian (if the shares are deposited in a central depository) or (iii) to the financial institution contracted by the company for the provision of securities bookkeeping services, and must be received up to 7 (seven) days before the said date, in accordance with Article 21-B of CVM Instruction No. 481/09.

Shareholders who wish to may, in accordance with Article 21-L of CVM Instruction No. 481/09, make requests for the inclusion of proposals in the Remote Voting Bulletin of (i) candidates for the Board of Directors and the Fiscal Council of the company and (ii) matters to be deliberated on the occasion of the ordinary general assembly, and for this purpose, the respective participation percentages provided for in Annex 21-L-I and Annex 21-L-II of CVM Instruction No. 481/09 must be observed.

In these cases, within 3 (three) business days, the company must inform the requesters that it will include the proposals received from shareholders in the voting bulletin or indicate the complete list of reasons why such request does not meet regulatory requirements, including cases where requests were received outside the deadlines regulated by CVM Instruction No. 481/09.

Although item II of Article 21-L of CVM Instruction No. 481/09 limits the inclusion of deliberation proposals by shareholders to the occurrence of ordinary general assemblies, these proposals may have as their object matters within the competence of ordinary or extraordinary general assemblies, as provided in the sole paragraph of Article 21-M of the aforementioned Instruction.

In the case of deliberation proposals in the remote voting bulletin on the occasion of OGA, the request must be sent during the period between the first business day of the social year in which the ordinary general assembly will take place and up to 45 (forty-five) days before the date of its realization, in accordance with CVM Instruction No. 594/17.

In the specific case of indication of candidates for the Board of Directors and the Fiscal Council of the company, in accordance with Article 21-L, paragraph 1 of CVM Instruction No. 481/09 amended by CVM Instruction No. 594/17, the request must be received by the investor relations director, in writing and in accordance with guidelines contained in item 12.2 of the Reference Form, within the following deadlines:
(i) between the first business day of the social year in which the general assembly will take place and up to 25 (twenty-five) days before the date of its realization, in the case of an ordinary general assembly; or (ii) between the first business day after the occurrence of an event that justifies the convening of a general assembly for the election of members of the Board of Directors and the Fiscal Council and up to 25 (twenty-five) days before the date of realization of the assembly, in the case of an extraordinary general assembly convened for this purpose.

As occurs with the publication of the Remote Voting Bulletin by companies, the inclusion proposals for deliberations made by shareholders must contain the description of the matters to be deliberated in clear, objective language that does not mislead, and may also contain indications of pages on the worldwide web where the proposals are described in more detail, and the other provisions of Article 21-M of CVM Instruction No. 481/09 on the subject must also be observed.

As provided in Article 21-O of CVM Instruction No. 481/09, the request for inclusion of proposals in the Remote Voting Bulletin can be revoked at any time until the date of realization of the general assembly, by written communication by the respective proposers, addressed to the IRD of the company, in which case the votes that had already been granted to the revoked proposal will be disregarded.

The company must immediately communicate to the market the revocation of the inclusion request referred to in the previous paragraph, if the Remote Voting Bulletin has already been made available, through “IPE Online” in the Empresas.NET System (Category: “Notice to Shareholders” / Type: “Shareholder request for voting bulletin”);

Regarding voting bulletins from shareholders received directly by the company, it must communicate to the shareholder, within 3 (three) days of its receipt: (i) the receipt of the remote voting bulletin, as well as that the bulletin 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 bulletin or the accompanying documents, describing the procedures and deadlines necessary for the regularization of the vote.

Companies that wish to make a public request for proxy must publish, together with the communication to the market of their intention to make the said request (Article 27 of CVM Instruction No. 481/09), all valid requests for inclusion of proposals and candidates received so far, in accordance with Article 21-P of CVM Instruction No. 481/09.

It is emphasized that to comply with paragraphs 2 and 3 of Article 21-L of CVM Instruction No. 481/09, the company must publish the date of realization of the general assemblies through “IPE Online” in the Empresas.NET System, Category: “Notice to Shareholders” / Type: “Scheduled Date for General Assembly”, (i) within the first 15 (fifteen) days of the social year in the case of OGA and (ii) within 7 (seven) business days after the occurrence of the event that justified the call, in the case of EGA.

In this sense, in accordance with paragraph 2 of Article 21-L of CVM Instruction No. 481/09, if the company does not publish, within the established deadline, the date of its ordinary general assembly, it must be considered that its realization will take place on the same date as was held in the previous social year.

Although CVM Instruction No. 481/09 did not establish 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 deadline so that shareholders can exercise this option.

This reasonableness is expressly provided for in the case of alteration in the date of occurrence of the assembly, in accordance with Article 21-L, paragraph 4, of CVM Instruction No. 481/09, but must always be observed when publishing the date of any assembly in which the institution of remote voting will be used, regardless of whether there has been an alteration of the initially published date or not.

It is important to record a specific alteration made to CVM Instruction No. 481/09, through CVM Instruction No. 614/19, which altered the wording of the remote voting bulletin provided in Annex 21-F of CVM Instruction No. 481/09.

The aforementioned alteration was proposed by SEP, aiming to enable holders of shares with voting rights to express voting intentions both in field 12 of the Remote Voting Bulletin (which deals with the general election of a member of the Board of Directors) and in fields 13 and 13-A (which deal with the requisition and separate election of a member of the Board of Directors by holders of shares with voting rights).

Before this regulatory alteration, the Remote Voting Bulletin was arranged in such a way that the shareholder who opted for the separate election ran the risk, in the event that the minimum percentage required by law was not reached, of not having his vote counted in the general election for the Board of Directors.

Thus, shareholders may take advantage of their shares to vote in the general election of members of the Board of Directors, including through the multiple voting process, if the quorums required by Article 141 of Law No. 6.404/76 are not reached. Furthermore, given the specific nature and limited repercussion of the alteration promoted, CVM Instruction No. 614/19 was not submitted to public hearing, as provided in Article 19 of PORTARIA/CVM/PTE/No. 48/2019.

Finally, in line with the decision of the CVM Collegiate in the meeting of 21.01.2020, regarding Process CVM No. 19957.006786/2018-35 50, it is forbidden for minority shareholders linked to the controlling shareholder or under his decisive influence to request the inclusion, or contribute with their shares to, together with other shareholders, make up the minimum percentage necessary for the inclusion, in the Remote Voting Bulletin, of candidates to compete for vacancies on the Board of Directors or the Fiscal Council to be filled in a separate election reserved for minority shareholders.

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

On 12/31/2021, the SEP published Circular Letter No. 7/2021-CVM/SEP (https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0721.html) informing companies about the availability, on 12/20/2021, of a new version of CICORP, the details of which must be consulted in the system manual for stock issuers, available at the link https://cicorp.bmfbovespa.com.br/.

7.2.3 Frequent filling questions
Paragraphs 4 and 5 of Article 141 of Law No. 6.404/76 With the entry into force of CVM Instruction No. 561/15, which amended CVM Instruction No. 481/09, in the sense of instituting the remote voting system in shareholders' meetings of joint-stock companies registered with the CVM in category A and authorized by a market administrator for stock trading on a stock exchange that have circulating shares, the rights of minority ordinary and preferred shareholders provided for by Law were not altered.

Paragraphs 4 and 5 of Article 141 of Law No. 6.404/76 provide:
Paragraph 4. Shall have the right to elect and remove one member and their alternate from the Board of Directors, in a separate vote at the general meeting, excluding the controlling shareholder, the majority of holders, respectively:
I - of shares issued by an open company with voting rights, representing at least 15% (fifteen percent) of the total shares with voting rights; and II - of preferred shares without voting rights or with restricted voting rights issued by an open company, representing at least 10% (ten percent) of the share capital, who have not exercised the right provided for in the bylaws, in accordance with Article 8.

Paragraph 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 reached, respectively, the quorum required in items I and II of Paragraph 4, they shall be allowed to aggregate their shares to jointly elect one member and their alternate to the Board of Directors, observing, in this case, the quorum required by item II of Paragraph 4.

It should be noted that the legal provisions mentioned deal with the quorum necessary for a separate election to take place. During the course of the meeting, once the quorum is reached, by fulfilling 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 a 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 in the Remote Voting Ballot the question regarding item 16-A of Annex 21-F of CVM Instruction No. 481/09, due to the absence of candidates indicated by preferred shareholders, the company should present to preferred shareholders the question "If it is verified that neither the holders of shares with voting rights nor the holders of preferred shares without voting rights or with restricted voting rights have reached, respectively, the quorum required in items I and II of Paragraph 4 of Article 141 of Law No. 6.404 of 1976, 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 that, appearing in this remote voting ballot, are competing for the separate election? [ ] Yes [ ] No [ ] Abstain" through a Simple Question or Simple Deliberation.

Regarding the fixation of the number of board members in the Remote Voting Ballot It has been observed that some issuers, whose bylaws establish a variable number of board members, although they disclose in their proposal for the meeting the number of members that indicates, or are indicated by the controlling shareholder, to compose the Board of Directors, in addition to including, as an item on the agenda, the deliberation on the fixation of the exact number of members, end up not including such deliberation in the Remote Voting Ballot.

On the subject, considering the current format of the Remote Voting Ballot, it is recommended that the issuer include a simple deliberation, putting to scrutiny what was suggested in the administration's proposal.

Due to this recommendation, it is suggested that companies include in the remote voting ballot the type of deliberation "election of the Board of Directors" by slate or by candidate only if there is an indication of names.

7.2.4 CICORP System and integration with the Empresas.NET System
The CICORP system was developed as a means to create and send the remote voting ballot in a structured manner.

Since 02/01/2019, in accordance with Circular Letter No. 1/2019/CVM/SEP, this system is integrated with the Empresas.NET System, that is, when the company finishes filling out the ballot via CICORP, it will be automatically transmitted 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 done in both the CICORP system and the Empresas.NET system.

Unlike previous years, starting from 2019, the alteration of the remote voting ballot up to 20 (twenty) days before the meeting can be made without any request for release or authorization from either the CVM or B3.

From the 19th day onwards, the alteration of the ballot in the CICORP system can only be carried out through a formal request for access release to B3. It is emphasized that, according to item II of paragraph 3 of Article 21-A of CVM Instruction No. 481/09, the Remote Voting Ballot can 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.

It was verified that in the CICORP system, in the case of election by multiple voting, in an election that would initially be by slate, it was not possible for shareholders to opt for the distribution of the percentage between candidates of one slate and another, only between candidates of the same slate.

However, considering that such limitation is not imposed by the Companies Law, which recognizes in its Article 141 the possibility for the shareholder to distribute their votes among several candidates, nor by CVM Instruction No. 481/09, in its annex 21-F, item 12-B, the system was altered so that the shareholder can manually distribute the percentage of multiple votes among candidates of the slate not approved. For the automatic distribution of multiple votes, there was no alteration, distribution remaining possible only among candidates of the approved slate.

On 12/31/2021, the SEP published Circular Letter No. 7/2021-CVM/SEP (https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0721.html) informing open companies about the availability, on 12/20/2021, of a new version of CICORP. The aforementioned Circular also provides a retrospective of the System's evolutions since its implementation.

On 02/23/2022, the SEP published Circular Letter No. 1/2022-CVM/SEP (https://conteudo.cvm.gov.br/legislacao/index.html?buscado=true&contCategoriasCheck=1&vimDaCategoria=/legislacao/oficios-circulares/sep/) regarding the (i) availability of standardized question versions in the system, in accordance with CVM Instruction No. 481/09, enabling the Portuguese-English translation of the ballot; and (ii) vote distribution, in a board of directors election through a multiple voting process, proportionally, in a different (including smaller) group of candidates than that indicated in the simple election.

7.2.5 Remote voting exercised through service providers
As provided for in item II of Article 21-B of CVM Instruction No. 481/09, the shareholder may forward the instructions for filling out the Remote Voting Ballot to their custodians or to the financial institutions contracted by the companies to provide securities registration services.

Voting instructions sent by the same shareholder that, regarding the same deliberation, have voted in different directions in voting ballots delivered through different service providers are considered conflicting, as provided for in paragraph 1 of Article 21-S of CVM Instruction No. 481/09.

It is emphasized that, in accordance with Article 21-W, paragraph 5, item I of CVM Instruction No. 481/09, if a shareholder who has forwarded a remote voting ballot by any means whatsoever, appears at the meeting and requests to exercise the vote in person, the votes should not be considered conflicting. In these cases, the forwarded ballot should be disregarded, and the vote cast in person should be computed by the company.

In accordance with item "b" of item II of Article 21-T of CVM Instruction No. 481/09, the registrar must send to the company 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 will publish, via "IPE Online" in the Empresas.NET System (Category: "Assembly" / Type: EGM, EGA or EGAE / Species: "Registrar Map") and on its website, the synthetic voting map received from the registrar, on the same date of its receipt, as established in paragraph 2 of Article 21-T of CVM Instruction No. 481/09.

It is important to note that companies that are temporarily without a contract with a financial institution to provide share registration services must comply with the obligations attributed to registrars, while this condition persists, in accordance with paragraph 5 of Article 21-B of CVM Instruction No. 481/09. In this sense, such companies must make available, via the Empresas.NET System, the registrar map, as provided for in paragraph 2 of Article 21-T of CVM Instruction No. 481/09.

If there is no exercise of remote voting through service providers (custodians and registrar), the company must forward, via the Empresas.NET System, the registrar map, informing that there was no exercise of remote voting through service providers.

If the exercise of remote voting is carried out exclusively through service providers, the company must forward, via the Empresas.NET System, the consolidated remote voting map, even if the information contained in this map is identical to that previously reported in the registrar map.

7.2.6 Remote voting exercised directly
As provided for in item I of Article 21-B of CVM Instruction No. 481/09, the shareholder may forward the Remote Voting Ballot directly to the company, by postal mail or electronically, in accordance with the guidelines contained in item 12.2 of the Reference Form.

Regarding the formalities to be required by companies for shareholder identification, CVM Instruction No. 481/09 did not delimit a specific list of documents, leaving it to the company to specify these formalities, which, however, must not unjustifiably prevent the shareholder's participation in the meeting using remote voting.

Until the end of the deadline for receiving the Remote Voting Ballot, the shareholder may send a new voting instruction to the company, which should not be considered as a conflicting voting instruction, but rather as a correction, in accordance with the sole paragraph of Article 21-U of CVM Instruction No. 481/09.

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

Finally, it is recalled that, even if there was no exercise of remote voting, the company must forward, via the Empresas.NET System, in the corresponding associations and within the deadlines provided for in CVM Instruction No. 481/09, the maps provided for in this instruction.

7.2.7 Computation 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 provided by the company must be considered present at the respective meeting and signatory of its minutes, in accordance with the sole paragraph of Article 21-V of CVM Instruction No. 481/09.

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

Thus, a shareholder who eventually fills out only the ballot generated for the EGM, but not for the ballot generated for the EGA, must have their presence counted only in the EGM, the same rationale applying to one who casts votes in the remote voting ballot referring to the EGA and does not fill out the EGM ballot.

Paragraph 1 of Article 21-W of CVM Instruction No. 481/09 provides that the voting instruction from a specific CPF or CNPJ must be attributed to all shares held by that CPF or CNPJ, according to the shareholder positions provided by the registrar, on the date of the meeting.

Moreover, in case of discrepancies between the remote voting ballot received directly by the company and the voting instruction contained in the registrar's analytical map, the voting instruction from the registrar must prevail in the computation of votes to the detriment of those received directly by the company, as provided for in paragraph 2 of Article 21-W of CVM Instruction No. 481/09.

As provided for in paragraph 3 of Article 21-W of CVM Instruction No. 481/09, on the eve of the date of the general meeting, the company must publish via the electronic system on the CVM page ("IPE Online" in the Empresas.NET System, Category: "Assembly" / Type: "EGM, EGA or EGAE" / Species: "Consolidated remote voting map") and on its own website, a synthetic voting map consolidating the votes cast remotely, that is, adding to the remote vote count the instructions received directly by the company.

Regarding the method of computing votes in the general meeting, in accordance with paragraph 5 of Article 21-W of CVM Instruction No. 481/09, remote voting instructions from shareholders who, (i) appearing physically at the general meeting, request to exercise the vote in person; (ii) have opted to vote through an electronic system provided by the company, in the form of item II of paragraph 2 of Article 21-C of CVM Instruction No. 481/09; or (iii) are not eligible to vote in the meeting or in the respective deliberation, must be disregarded.

In this sense, the company must compute votes, in accordance with Article 21-W of CVM Instruction No. 481/09: (i) according to the analytical map of shareholders' voting instructions provided by the registrar; (ii) according to the analytical voting map prepared by the company based on the remote voting ballots received directly from shareholders; and (iii) according to the voting manifestations presented by shareholders present at the meeting.

It is recalled that CVM Instruction No. 594/17 establishes rules for rounding percentages when computing votes 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 ascertained 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 21-W of CVM Instruction No. 481/09 does not provide a cutoff date for ascertaining shareholders eligible to participate in the meeting. There was no change in this regard in the procedures normally applied in the meeting, which will continue to observe the provisions of Article 126 of the Companies 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 should be counted, being the company's responsibility to verify this balance at the time of the meeting.

As provided for in paragraph 6 of Article 21-W of CVM Instruction No. 481/09, on the date of the general meeting, the company must publish via the electronic system on the CVM page ("IPE Online" in the Empresas.NET System, Category: "Assembly" / Type: "EGM, EGA or EGAE" / Species: "Final voting map") and on its own website, a final synthetic voting map consolidating the votes cast remotely and the votes cast in person, as computed in the meeting.

It is emphasized that the publication of the final synthetic voting map or the final detailed voting map as attachments to the summary of the meeting's decisions or the meeting's minutes, respectively, does not dispense with the obligation to publish them in their specific associations in the Empresas.NET System.

Furthermore, in accordance with CVM Instruction No. 594/17, within 7 business days after the holding of the meeting, the company must publish via "IPE Online" in the Empresas.NET System, a final detailed voting map consolidating the votes cast remotely and the votes cast in person, as computed in the meeting, containing the first 5 numbers of the shareholder's registration in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, the vote cast by them regarding each matter, and the information about the shareholder position.

It is emphasized that it is necessary for the deliberation questioning whether shareholders wish for their shares to compose the quorum for the formation of a separate election to appear in the map provided for in Article 21-W, paragraph 6, of CVM Instruction No. 481/09, whether or not the quorum was reached.

In this sense, the information regarding the aforementioned deliberation must appear in the consolidated detailed final voting map, regardless of whether the separate election occurred.

In accordance with paragraph 7, of Article 21-W of CVM Instruction No. 481/09, included by CVM Instruction No. 609/19, the company that publishes the final detailed voting map on the same day of the holding of the meeting is exempt from delivering the final synthetic voting map.

It is emphasized that, when the election does not allow for the use of the multiple voting process, requests of this nature made through the remote voting ballot must be disregarded, with the votes cast in the same ballot regarding other matters remaining valid.

Once the multiple voting process is adopted for the election of members of the Board of Directors, the votes cast by shareholders who, via remote voting ballot, opted for "ABSTAIN" in the item of prior distribution of votes to the candidates informed in the ballot, are considered as abstention in the respective deliberation of the meeting, so that the votes of such shareholders are not counted in the deliberation quorum and, therefore, these shareholders do not participate in the election of members of the Board of Directors.

Therefore, 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 General Meeting notice material, making it clear that the votes of shareholders who fall under the hypothesis mentioned in the previous paragraph will be disregarded.

7.2.8 Proof of uninterrupted ownership of shares in a separate election of the Board of Directors in the case of remote voting
In accordance with paragraph 6 of Article 141 of Law No. 6.404/76, only those shareholders who prove uninterrupted ownership of the required shareholding for a period of at least 3 (three) months immediately prior to the holding of the general meeting may exercise the right to elect and remove one member and their alternate from the Board of Directors, in a separate vote.

For its part, CVM Instruction No. 481/09, in regulating remote voting, did not explicitly impose the sending of documentation proving uninterrupted ownership by shareholders. Regarding this, it is noted that:
a) CVM Instruction No. 481/09 requires the shareholder to verify uninterrupted ownership themselves when filling out certain items of the ballot dealing with the separate election (according to items 13, 13-A, 14 and 14-A of Annex 21-F - Content of the Voting Ballot, which states that "the shareholder can only fill out this field if they are the uninterrupted owner of the shares with which they vote during the 3 months immediately prior to the holding of the general meeting"); b) regarding voting ballots forwarded directly to the company, Article 21-F, paragraph 1, item IV of CVM Instruction No. 481/09 provides that this must contain instructions on the formalities necessary for the vote sent directly to the company to be considered valid, and therefore, there may be a requirement for additional documents by the company; c) regarding ballots sent directly to the registrar or custodian, there is no express provision in CVM Instruction No. 481/09 requiring additional documentation, it being recalled that these participants are responsible for verifying if the voting instruction was given by the shareholder, in accordance with Article 21-Q, paragraph 1, of CVM Instruction No. 481/09; d) in an analysis of a market participant's inquiry regarding the obligation to send a share position statement to prove uninterrupted ownership of shares in cases of voting through the voting ballot (CVM Process No. 19957.005426/2021-11), the SEP expressed the understanding that:

(i) the requirement to send documentation to prove uninterrupted ownership of shares is supported by Article 141, paragraph 6, of Law No. 6,404/76; (ii) if, on the one hand, it is not within the CVM's power, through its own regulations, to exempt a shareholder from an obligation imposed by law, it is not possible to ignore the context in which said paragraph 6 of Article 141 was introduced into corporate legislation, the objective of implementing remote voting, and, notably, the technological changes that have occurred in recent years; (iii) it is the responsibility of the companies' management to ensure the integrity of the remote voting process, either by implementing their own controls to verify uninterrupted share ownership or by investigating that the share registrars contracted by them carry out the necessary checks, thereby observing the provisions contained in Article 21-W of CVM Instruction No. 481/09 regarding the counting of votes; (iv) best practice would involve, in the SEP's understanding, verification by the share registrar (previously requested by the company's management to this service provider) of uninterrupted ownership regarding all items involving the matter (request for separate election and choice of candidates), already forwarding to the issuer the information including the assessment regarding this eligibility requirement; (v) even though the primary responsibility for verifying such a requirement does not fall on the registrar, it is possible that this control is included in the set of services provided to securities issuers; (vi) thus, in the case of sending a remote voting slip to the registrar or custodian, the requirement to forward documentation proving uninterrupted share ownership seems to create a dispensable and burdensome formality for the shareholder; (vii) regarding voting slips sent directly to the company, it would be up to the issuers to define the necessary procedures to ensure the verification of uninterrupted share ownership. It should be noted that, in accordance with Article 21-F, paragraph 1, item IV of CVM Instruction No. 481/09, voting slips must contain guidance on the necessary formalities for a vote sent directly to the company to be considered valid, and therefore, there may be a requirement for additional documents deemed necessary; (viii) thus, in the situation of sending a voting slip directly to the company, it is up to the management to define the procedures and formalities that are essential to guarantee the integrity of the voting process via voting slip, and any documentary requirements should not represent the creation of unnecessary obstacles to shareholders' participation in assemblies; and

(ix) in this sense, in line with the objective of current regulation, companies must encourage shareholder participation in their assemblies, avoiding the creation of formalities that may burden or hinder the exercise of rights by shareholders and that do not have an effective impact on the integrity of the participation and voting process.
7.2.9 Presentation of documents – demonstrative table
For the submission of documents via the Empresas.NET System, the following associations must be used:
Category Type Species Deadline
Assembly GA or GA/E Remote voting slip Up to 1 month before the assembly Assembly GA or GA/E Registrar's map 48 hours before the assembly Assembly GA or GA/E Consolidated remote voting map The day before the assembly date Assembly GA or GA/E Final synthetic voting map* On the day of the assembly Assembly GA or GA/E Final detailed voting map Up to 7 business days after the assembly date (*)In accordance with paragraph 7, of Article 21-W of CVM Instruction No. 481/09, included by CVM Instruction No. 609/19, the company that publishes the final detailed voting map on the same day the assembly takes place is exempt from delivering the final synthetic voting map.
7.3 Abuse of voting rights and conflict of interest (Article 115, paragraph 1, of Law No. 6,404/76)
As provided by paragraph 1 of Article 115 of Law No. 6,404/76, a shareholder may not vote on 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 Sanctioning Administrative Process No. RJ2014/10556), understood that a shareholder who is also an administrator is, in accordance with Article 115, paragraph 1, of Law No. 6,404/76, prohibited from voting on the proposal of a liability action against themselves (Article 159 of Law No. 6,404/76) 51. It is worth highlighting that, according to the Collegiate Body's decision, the fact that the accused resigned from their administrative position before the general assembly took place does not alter the configuration of the voting impediment, as they are the target of the civil liability action proposal, which would be based on facts occurring during the period in which they were part of the company's administration. On the other hand, it was decided that a shareholder-administrator may vote on the deliberation regarding the proposal of a liability action against another administrator, even if that administrator was elected with their favorable votes, or even indicated by them.

51 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2017/RJ_201410556_Forjas-Taurus.html.

On the same occasion, the Collegiate Body reiterated the understanding already expressed in the records of CVM Sanctioning Administrative Process No. RJ201410060, judged on 10.11.2015 52, to the effect that a shareholder-administrator is also prohibited, in accordance with Article 115, paragraph 1, of Law No. 6,404/76, from voting on the deliberation regarding the approval 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 neither logical nor reasonable to admit that this will is manifested through a different means, but with the same effectiveness. In a decision of 13.11.2020, the Collegiate Body, by majority, within the scope of Process No. 19957.005563/2020-75 53, manifested itself to the effect that the characterization of particular benefit, for there to be a voting impediment, “must result from the shareholder's condition resulting in a break in equality in the treatment of partners, and bear a direct relationship with the matter under deliberation”. Furthermore, it would not be appropriate to interpret the concept of particular benefit in a way that covers indirect benefits, for fear of confusing it 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 operations of merger, consolidation of shares, merger, or spin-off must sign a protocol containing the conditions of the operation, with the minimum information listed in the items of Article 224 of Law No. 6,404/76.
Such operations will be submitted to the deliberation of the general assemblies of the companies through justification, in which the information contained in the items of Article 225 of Law No. 6,404/76 will be exposed.
In situations where at least one of the issuers is registered in Category A, CVM Instruction No. 565/15 also applies.
In the case of merger, consolidation, and consolidation of shares 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 share exchange ratios for the non-controlling shareholders of the controlled company based on the value of the shareholders' equity of the controlling and controlled companies' shares, with both equity values evaluated according to the same criteria and on the same date, at market prices, or based on discounted cash flow, or another criterion accepted by the CVM, in the case of public companies (Article 264 of Law No. 6,404/76 and Article 8 of CVM Instruction No. 565/15). It is important to note that, in a meeting of 15.02.2018, within the scope of CVM Process No. 19957.011351/2017- 21 54, by unanimous vote, the Collegiate Body manifested that Article 264 of Law No. 6,404/76 is inapplicable in operations of merger of a wholly-owned subsidiary by a controlling public company, as, in the absence of non-controlling shareholders, the fundamental condition provided for in the device is not present.

52 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2015/20151110_PAS_RJ201410060.html.
53 See https://conteudo.cvm.gov.br/decisoes/2020/20201113_R1/20201113_D1979.html.
54 See https://conteudo.cvm.gov.br/decisoes/2018/20180215_R1/20180215_D0947.html.

Regarding the publication in the press of the Relevant Fact referred to in Article 3 of CVM Instruction No. 565/15, it must be recorded that the operation must be disclosed in accordance with current regulation, which currently includes Law No. 6,404/76 and CVM Resolution No. 44/21, so that CVM Instruction No. 565/15 defines only the minimum content of the instrument that discloses it, if such disclosure is necessary. Thus, it is up to the company's management to assess the convenience and opportunity of disclosing said relevant fact. CVM Instruction No. 565/15 also introduced an annex to CVM Instruction No. 481/09, regarding assemblies that may deliberate on merger, spin-off, merger, and consolidation of shares involving at least one issuer registered in Category A. This annex requires a series of information, which must be provided in the proposal, which must be disclosed by “IPE Online” in the Empresas.NET System, category “Assembly”, type “GA” or “GA/E”, species “Management Proposal”, subject “Merger”, “Spin-off”, “Merger” or “Consolidation of Shares”. Among such information, the following stand out:
a) the protocol and justification, which, according to the usual practice of public companies, may be contained in a single document; 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 documents already mentioned, all relevant information must be disclosed so that shareholders can make an informed decision, such as (i) any non-compete agreements; (ii) proposals to enter into 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 to modify the remuneration of administrators 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 3 of CVM Instruction No. 565/15) and in the protocol (Article 224 of Law No. 6,404/76), highlighting that the values used as the basis for calculating the exchange ratios must also be disclosed, in addition to the criteria used. In accordance with paragraph 2 of Article 264 of Law No. 6,404/76, the evaluation of the equity of the companies in merger or consolidation operations involving a controlling and controlled company 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 Instruction No. 565/15 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. Article 10 of this same Instruction further provided that the obligations provided for in Chapter III do not apply to mergers or consolidations of shares of closed companies by an issuer of securities registered in Category A, if the operation does not represent a dilution greater than 5% (five percent). The statements must be prepared in accordance with Law No. 6,404/76 and audited by an independent auditor registered with the CVM, even if some of the companies involved are not joint-stock companies or are subject to the rules issued by the CVM. Additionally, pro forma financial statements must also be prepared for the companies that will survive or result from the operation, as if they already existed, referring to the date of the aforementioned financial statements. Similarly, 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. It is worth highlighting, furthermore, the recommendations of Orientation Opinion No. 35/08 aimed at merger, consolidation, and consolidation of shares operations involving a controlling company and its controlled companies or companies under common control. Although the procedures described in the aforementioned opinion are not exclusive or exhaustive, the CVM understands that their adoption is an adequate way to fulfill the fiduciary duties of administrators provided for in Articles 153, 154, 155, and 245 of Law No. 6,404/76. In this sense, the CVM has already manifested itself, in a Market Communication of 27.05.2009 55, 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 a body. Additionally, it is recommended that 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 by law by members of the Board of Directors and the independent committee. The disclosure of any exchange ratio that the management or controlling
shareholder considers applicable to the intended operation before the completion of the independent committees' work is not recommended, as this disclosure at an earlier time may, in fact, influence the quotation of the shares of the companies involved until the conclusion of the negotiations. In cases where this still occurs, the information provided for in Article 4 of CVM Instruction No. 565/15 must be disclosed.

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

Finally, 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 by Article 20 of CVM Instruction No. 481/09, disclose the information provided for in Annex 20 to said Instruction, in the manner described in this Circular Office (see item 4.2). Note, however, that in cases of increase or decrease in capital exclusively due to merger, consolidation, or spin-off operations, it is not necessary to make Annexes 14 and 16 of CVM Instruction No. 481/09 available. Attention should be drawn to the fact that corporate restructuring of this nature, in addition to involving relevant values, significantly affects the rights of shareholders of the companies involved, including due to, in many cases, the compulsory migration to the shareholding base of another society. In this context, regardless of whether the operation falls under the hypotheses provided for in Article 264 of Law No. 6,404/76, administrators must act, in the exercise of their duties, with diligence and loyalty to the company and, consequently, to all its shareholders, observing, whenever applicable, the procedures recommended in item 3 of CVM Orientation Opinion No. 35/08, which deals with the Realization of Fiduciary Duties, with respect to, for example: (i) obtaining all necessary information to perform their function; (ii) having sufficient time to perform their function; (iii) having deliberations and negotiations duly documented, for subsequent verification; (iv) assessing the need or convenience of hiring legal and financial advisors; (v) having the work of contracted advisors duly supervised; (vi) considering the possibility of adopting alternative forms to conclude the operation; (vii) manifesting opposition to the operation if the exchange ratio and 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 highest of the three values indicated below:
(i) average quotation of shares on the stock exchange or in the organized over-the-counter market, during the 90 (ninety) days prior to the date of the contract; (ii) shareholders' equity value (Article 248) of the share or quota, with equity 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, 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.
Nevertheless, in the analysis of concrete situations, controllers and administrators may be held responsible 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.
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, book value adjusted to market, and 15 (fifteen) times the average of the annual net profit per share of the last two fiscal years], the dissenting shareholder of the assembly deliberation that approves it will 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 deliberation of the general assembly of shareholders and whether it will entail dissenting shareholders' rights, 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 that it is (or is not) a scenario for holding an assembly and granting the right of withdrawal. If the operation is to be the subject of assembly deliberation, the deadline for holding the assembly must be informed. Companies registered in Category A to which CVM Instruction No. 481/09 applies must, as provided by Article 19 of CVM Instruction No. 481/09, disclose, at a minimum, the information provided for in Annex 19 to said Instruction, in the manner oriented in this Circular Office (see item 4.2). Even if CVM Instruction No. 481/09 does not apply to issuers registered in Category B and those registered in Category A not mentioned in the previous paragraph, they must send, on the same date of publication of the first announcement of the assembly call, by virtue of the provisions of paragraph 3 of Article 135 of Law No. 6,404/76 and item II of Article 31 of CVM Instruction No. 480/09, the documents and information necessary for the exercise of the right to vote. It is worth highlighting that the appraisal report required by paragraph 1 of Article 256 of Law No. 6,404/76 does not coincide with the appraisal required by paragraph 2 of the same article, as its function is to support shareholders' decision to approve or not the operation, providing a benchmark or justifying the purchase price, and must be prepared using the criterion that the administrators consider best evaluates that investment. The appraisal 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 “IPE Online” in the Empresas.NET System, in the category “Economic-Financial Data” and type “Appraisal Report”, identifying in the subject, whenever possible, the type of report and the operation to which they
refer.

It is advised that companies only carry out corporate restructuring involving acquired companies after the acquisition has been approved or ratified by a shareholders' meeting. In the case of an operation subject to ratification by the shareholders' general meeting, it is recommended that such ratification, when possible, take place at the first general meeting held after the completion of the operation. If the operation triggers the exercise of the withdrawal right, the following must also be disclosed: (a) shareholders who may exercise the withdrawal right, should they dissent from the resolution of the Shareholders' Meeting, to be convened to ratify this acquisition (see item 7.7); (b) the reimbursement value, in Brazilian Reais (R$), per share; and (c) the deadline and procedures that dissenting shareholders must follow to express their dissent. In these cases, open companies registered in Category A to which CVM Instruction No. 481/09 applies must also, as provided in Article 20 of CVM Instruction No. 481/09, disclose the information set forth in Annex 20 to said instruction, in the manner guided by this Letter (see item 4.2).

7.6 Conversion of Shares
In cases of share conversion, without prejudice to the provisions of CVM Resolution No. 44/21, the administration's proposal, to be sent via “IPE Online” in the Empresas.NET System, under the category “Assembly”, type “AGO/E”, “AGE” or “AGESP”, species “Administration’s 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 applicability of the withdrawal right for dissenting shareholders (see item 7.7); the conversion ratio between classes or species of shares; the criterion for determining said conversion ratio; and the justification for adopting said criterion in the conversion operation.

7.7 Withdrawal Right
Law No. 6.404/76 provides for the possibility of exercising the withdrawal right in specific circumstances, such as those provided for in Articles 137; 221; 223, paragraph 4; 252; 256 and 264. If the matter resolved in the general meeting gives rise to a withdrawal right, the company must inform, at a minimum, the shares and classes to which the withdrawal applies, the date to be used to identify shareholders who may exercise the withdrawal right, the reimbursement value per share and its calculation method, the deadlines and procedures that shareholders of this company, dissenting from the resolution of the aforementioned Assembly, must follow to exercise the withdrawal right, as well as (i) whether the exercise of the withdrawal right will be exclusively on all shares or if it will also be permitted on part of the shares held, and (ii) whether uninterrupted ownership is required for the exercise of the withdrawal right, from the date of identification of shareholders entitled to express 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 reflected and informed decision, without prejudice to the possibility of the CVM to analyze the regularity of the procedures adopted by the company.

It should be clarified that, as provided in paragraph 1 of Article 137 of Law No. 6.404/76, “a dissenting shareholder of a resolution of the assembly, 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 notice convening the assembly, or on the date of communication of the material fact subject to the resolution, if earlier.”

By “date of communication of the material fact” should be understood the date of disclosure of the Material Fact in the electronic system available on the CVM website on the Internet and in the communication channels described in Article 3, paragraph 4, of CVM Resolution No. 44/21.

Thus, the withdrawal right would only apply to shares acquired until the day prior to the publication of the first notice convening an assembly or the disclosure of the material 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 withdrawal, 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 the 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.

In accordance with Article 9 of CVM Instruction No. 565/15, it is understood that the index considered for liquidity purposes must be the Ibovespa.

It is further emphasized that, within the 10 (ten) days following the end of the period referred to in items IV and V of the caput of Article 137 of Law No. 6.404/76, it is optional for the administrative bodies to convene the general meeting to ratify or reconsider the resolution, if they believe that the payment of the reimbursement price for shares to dissenting shareholders who exercised the withdrawal right would put the financial stability of the company at risk.

For this reason, the administration's decision to propose the reconsideration of the resolution of the AGO and/or AGESP, in accordance with Article 137, paragraph 3, of Law No. 6.404/76, must, as a rule, be the subject of a Material Fact, within the aforementioned deadline. The administration's decision to ratify the aforementioned resolution must, as a rule, be the subject of a Market Notice.

Open companies registered in Category A to which CVM Instruction No. 481/09 applies must also, as provided in Article 20 of CVM Instruction No. 481/09, disclose the information set forth in Annex 20 to said instruction, in the manner guided by this Letter (see item 4.2).

7.8 Capital Increase by Private Subscription
In cases of capital increase by private subscription, it is necessary that the administration's proposal contain all relevant information, as well as be accompanied by all documents necessary for shareholders to make a decision, such as:

a) justification regarding the need to carry out the operation; b) main characteristics of the operation:
i. quantity of shares to be issued by species (and class, if any) and potential dilution of shareholding. The potential dilution represents the maximum percentage of dilution suffered by the shareholder who fails to exercise their right of preference in the subscription of the new shares issued. The determination of this percentage can be obtained by dividing the quantity of new shares to be issued by the sum of this quantity with the initial quantity of shares before the capital increase, multiplying the obtained quotient by 100;
ii. issue price; criterion adopted for determining the issue price and detailed information on the economic aspects that underpinned the choice of this criterion;
iii. deadlines and procedures to be observed by shareholders in exercising the right of preference and in the subscription and payment of the issued shares: date to be considered for identifying shareholders who will have the right to subscribe to the new shares and percentage that shareholders will have the right to subscribe to with up to 10 decimal places, and start and end dates of the preference period if already defined;
iv. treatment regarding surplus shares not subscribed (in accordance with paragraph 7 of Article 171 of Law No. 6.404/76). In the case of allocation of surplus shares not subscribed, the percentage for exercising the right to subscribe to surpluses must be obtained by dividing the quantity of shares not subscribed by the total quantity of shares subscribed by subscribers who expressed interest in the surpluses during the preference period, multiplying the obtained quotient by 100. The company may allow shareholders who express interest in subscribing to surpluses to indicate the quantity of additional surpluses they wish to subscribe to; and
v. in the case of new allocations, the percentage for exercising the right to subscribe to surpluses must be obtained by dividing the quantity of shares not subscribed by the total quantity of shares subscribed, in the right of preference and in other allocations, by subscribers who expressed interest in the surpluses, multiplying the obtained quotient by 100.
c) Appraisal Report and other documents that supported the fixing of the issue price; d) copy of the Fiscal Council's opinion, if it is functioning, with dissenting votes, if applicable; and e) inform whether the shares to be issued as a result of the social capital increase will participate on equal terms in all benefits, including dividends and any capital remuneration that may be approved in the fiscal year. If they participate pro rata temporis, inform from which moment they will fully participate in all benefits.

Open companies registered in Category A to which CVM Instruction No. 481/09 applies must, furthermore, as provided in Article 14 of CVM Instruction No. 481/09, disclose the information set forth in Annex 14 to said Instruction, in the manner guided by this Letter (see item 4.2), when the capital increase is resolved in a meeting. It should be noted that the disclosure of the information from this Annex is not necessary when the increase results exclusively from merger, spin-off, incorporation, or incorporation of shares, in accordance with Article 20-A of CVM Instruction No. 481/09.

If the capital increase by private subscription operation is to be resolved in a Board of Directors meeting, open companies registered in Category A must, as provided in Article 30, item XXXII, of CVM Instruction No. 480/09, disclose the information set forth in Annex 30-XXXII to said Instruction, on the same date as the disclosure of the minutes of the Board of Directors meeting or within 7 (seven) business days from the date of the meeting of said body, whichever occurs first. This communication must be disclosed through “IPE Online” in the Empresas.NET System (category “Notice to Shareholders”, type “Capital increase by private subscription resolved in BoD”), mentioning in the subject the information disclosed.

The procedures provided in the two preceding paragraphs also apply to the case of resolution on capital increase in the context of conversion of debentures or other debt instruments into shares, exercise of subscription right or subscription bonuses, capitalization of profits or reserves, and splitting of option plans.

Regarding the role of the Fiscal Council, as a rule, it is not this body's responsibility to express a prior opinion on statutory amendments related to authorized capital. However, in cases where the amendment of authorized capital is being resolved in a General Shareholders' Meeting, to enable the approval of a capital increase by the Board of Directors, whose main characteristics are already defined and known to shareholders, it is understood that the Fiscal Council should express its opinion on the capital increase prior to the General Shareholders' Meeting that will deliberate on the modification of authorized capital, in order to, in accordance with Article 163, item III, of Law No. 6.404/76, support the shareholders' decision.

In this regard, the Fiscal Council's opinion, in cases of capital increase, must expressly contain the body's opinion (favorable or unfavorable) on the proposed operation; it is not sufficient to simply mention the presence of necessary and sufficient information for shareholders to deliberate on the topic in a meeting.

It should be recalled that, in the understanding of the CVM Collegiate Body (see decision of 07.01.2014 – CVM Process No. RJ2013/6295 56), in line with the provisions of CVM Instruction No. 400/03 and CVM Advisory Opinion No. 08/81, in the case of capital increases with partial homologation, shareholders must be granted the right to condition their investment.

In this sense, once the possibility of partial homologation is provided, the company must inform in Annex 14 of CVM Instruction No. 481/09 (item 5.r) or in Annex 30-XXXII of CVM Instruction No. 480/09 (Article 2, XVII) regarding the granting or not of a final deadline for investment review, in the case of partial placement of the shares subject to the social capital increase, in which Articles 30 and 31 of CVM Instruction No. 400/03 were observed.

56 See http://conteudo.cvm.gov.br/decisoes/2014/20140107_R1/20140107_D01.html.

It is further highlighted that, on the same occasion, the CVM Collegiate Body understood that it is possible to effectuate homologation of a partially subscribed private capital increase, regardless of the realization of public distribution efforts for surpluses. In the decision, the Collegiate Body summarized that the effectiveness of a capital increase by private subscription of shares that has been partially subscribed requires:
a) that the resolution of the increase (as well as the material disclosed to shareholders in the manner of CVM Instruction No. 481/09, in cases where the general meeting is the competent body to deliberate on the matter), expressly:
(i) provides for such possibility of partial subscription; (ii) specifies the minimum quantity of securities that must be subscribed (or the minimum amount of resources that must be assured) for the increase to be effected; and (iii) specifies the maximum quantity of securities that may be subscribed (or the maximum amount of resources that must be assured) within the scope of the capital increase; and b) that all relevant information necessary for shareholders to evaluate the capital increase and its multiple outcomes be provided to shareholders, including, among others, information on (i) destination of resources; (ii) dilution; and (iii) subscription commitments; c) that shareholders be granted the right to conditional subscription of the increase; d) that at the end of the preference period, it is verified that the minimum amount indicated in the resolution approving the increase has been subscribed; and e) that the capital increase admitting partial subscription cannot be effected if the subscribed amount does not reach, at least, the minimum value indicated in the resolution approving the operation. In this hypothesis (and only in this hypothesis), there will be surpluses, whose treatment must follow the provisions of Article 171, paragraph 7 (sale on Stock Exchange).

Finally, it is emphasized that there is no legal impediment for subscribers of shares who have the right to participate in the allocation of surpluses to cede this right, for consideration or not, to other subscribers of shares or even to third parties.

7.8.1 Surplus Shares in Capital Increase with Credits
As provided in Article 171, paragraph 2, of Law No. 6.404/76, in a capital increase through capitalization of credits or subscription in assets, the right of preference is always guaranteed to shareholders, and, if applicable, the amounts paid by them will be delivered to the holder of the credit to be capitalized or the asset to be incorporated.

According to the understanding of the SEP, capitalization with credits does not exempt compliance with paragraph 7 of the same Article 171. However, in the sanctioning process CVM RJ2013/6294 57, the Collegiate Body concluded that the body that resolved to carry out a capital increase in an amount equal to that of the credit to be capitalized or the asset to be incorporated should not observe the provisions of Article 171, paragraph 7, and consequently is not obligated to allocate surpluses among shareholders, being able to deliver them directly to the holder of the respective credit or asset.

7.9 Capital Reduction
Law No. 6.404/76 regulates capital reduction in its Articles 173 and 174 and stipulates that a general meeting may resolve the reduction of social capital in two circumstances: if there is a loss, up to the amount of accumulated losses, or if it is deemed excessive.

It is emphasized that capital reduction operations must observe the provisions of Article 174 of Law No. 6.404/76, which determines that the reduction of social capital with restitution to shareholders of part of the value of the shares, or by reducing the value of these, when not fully paid, to the amount of the contributions, only becomes effective 60 (sixty) days after the publication of the minutes of the general meeting that resolved it.

Thus, the cutoff date, i.e., the date that will identify shareholders with the right to receive the value corresponding to the reduction of social capital, must be after the end of the period provided for in Article 174 of Law No. 6.404/76 (deadline for creditors' opposition).

Whenever the general meeting is convened to deliberate on capital reduction, issuers registered in Category A to which CVM Instruction No. 481/09 applies must disclose, through “IPE Online” in the Empresas.NET System (see item 4.2.2), at a minimum, the following information required by CVM Instruction No. 481/09: (a) value of the reduction and new social capital; (b) detailed explanation of the reasons, form, and consequences of the capital reduction; (c) copy of the Fiscal Council's opinion, if it is functioning, when the proposal for capital reduction is initiated by the administrators; (d) as applicable: (i) the restitution value per share; (ii) the value of the reduction of the share value to the amount of contributions, in the case of unpaid capital; or (iii) the quantity of shares subject to the reduction. It should be noted that the disclosure of this information is not necessary when the increase results exclusively from merger, spin-off, incorporation, or incorporation of shares, in accordance with Article 20-A of CVM Instruction No. 481/09.

It is emphasized that, even if CVM Instruction No. 481/09 does not apply to issuers registered in Category B and Category A not mentioned in the previous paragraph, these must send, on the same date as the publication of the first notice convening the assembly, by virtue of the provisions of paragraph 3 of Article 135 of Law No. 6.404/76 and item II of Article 31 of CVM Instruction No. 480/09, the documents and information necessary for the exercise of the voting right in General Shareholders' Meetings.

7.10 Stock Grouping
In the case of stock grouping, in the Material Fact disclosing the operation, the grouping factor and the treatment to be given to the resulting fractions of shares must be informed.

57 See http://www.cvm.gov.br/sancionadores/sancionador/2017/20171114_PAS_RJ20136294.html.

It should be noted that the controlling shareholder, if any, must ensure shareholders the option to remain integrated in the shareholding structure with, at least, one new unit of capital. In this sense, the following procedures may be adopted: (i) donation of shares to complete the participation of shareholders holding fractions, regardless of the number of shares they held before the grouping; or (ii) granting a deadline for shareholders to compose themselves in whole lots multiples of the grouping, in which latter case, once such deadline has expired, the sum of the fractions will be subject to auction on the stock exchange, and the proceeds from the sale allocated proportionally among the holders of the fractions.

The administration's proposal to be submitted to the assembly must contain the entire procedure proposed for the grouping, the grouping factor used, the treatment that will be given to the fractions, and the composition of social capital after the grouping.

Regarding procedural issues related to the auction of fractions (such as: sale of all fractions in a single auction or realization of subsequent auctions until the liquidation of fractions is completed) and availability deadline, it is emphasized that guidance is available on the B3 website (https://www.b3.com.br/pt_br/regulacao/regulacao-de-emissores/atuacao-orientadora/cartilhas-eorientacoes.htm).

7.11 Trading Ban Period
Article 13 of CVM Resolution No. 44/21 establishes that it is prohibited to use material information not yet disclosed by any person who has had access to it, for the purpose of obtaining an advantage, for themselves or others, through the trading of securities.

In this sense, and for the purposes of characterizing the offense provided for in the aforementioned article, it is presumed that:
i) the person who traded securities possessing material information not yet disclosed used such information in the said trading; ii) controlling shareholders, direct or indirect, directors, members of the Board of Directors and the Fiscal Council, and the company itself, regarding transactions with securities of their own issuance, have access to all material information not yet disclosed; iii) the persons listed in item II, as well as those who have a commercial, professional, or trust relationship with the company, upon having access to material information not yet disclosed, know that it is privileged information; iv) an administrator who leaves the company possessing material information not yet disclosed uses such information if they trade securities issued by the company within a period of 3 (three) months counted from their dismissal; v) information is material, from the moment studies or analyses regarding the matter begin, regarding operations of total or partial spin-off, merger, transformation, or any form of corporate reorganization or business combination, change in the control of the company, including through the conclusion, alteration, or rescission of a shareholders' agreement, decision to promote the cancellation of the open company's registration, or change in the trading environment or segment of its issued shares; and

vi) relevant information regarding requests for judicial or extrajudicial recovery and bankruptcy filed by the company itself, from the moment studies or analyses regarding such requests begin.

It is emphasized that, in accordance with paragraph 2 of the cited Article 13, the presumptions described above are relative, and it must be analyzed, together with other elements indicating whether the offense provided for in the caput was or was not, in fact, committed, including combining the presumptions, if applicable.

Regarding the presumptions described in paragraph 1, Resolution CVM No. 44/21 determines that they do not apply to:

i) cases of acquisition, through private negotiation, of treasury shares, resulting from the exercise of a purchase option according to a share option grant plan approved in a general meeting, or when it concerns the grant of shares to administrators, employees, or service providers as part of remuneration previously approved in a general meeting; and

ii) negotiations involving fixed-income securities, when carried out through operations with combined commitments of repurchase by the seller and resale by the buyer, for settlement on a predetermined date, prior to or equal to the maturity of the securities subject to the operation, carried out with predefined profitability or remuneration parameters.

The prohibition on trading will also prevail when there is an intention to promote incorporation, total or partial spin-off, merger, transformation, or corporate reorganization.

The prohibition period applies regardless of the manner in which the information is disclosed by the company. In the supervision of SEP, the disclosure through "Market Notice – Other Notices Not Considered Relevant Facts" of information that falls under the concept of relevant fact contained in Article 2 of Resolution CVM No. 44/21, due to their potential to impact the trading of securities issued by the company, may be treated as a relevant fact for the purposes of the article of Resolution CVM No. 44/21, in addition to resulting in the assessment of responsibilities for non-disclosure of the information in the form of a relevant fact.

The aforementioned prohibitions will cease to be effective as soon as the company discloses the relevant fact to the market, unless the trading of shares could interfere with the conditions of the referred transactions, to the detriment of the company's shareholders or the company itself.

Furthermore, it is worth highlighting that the aforementioned prohibition does not apply to the acquisition of treasury shares, through private negotiation, resulting from the exercise of a purchase option according to the share option grant plan approved in a general meeting.

In accordance with Article 14 of Resolution CVM No. 44/21, in the 15 (fifteen) day period preceding the date of disclosure of the company's quarterly accounting information and annual financial statements, except as provided in paragraph 2 of Article 16 of the aforementioned Resolution (investment or divestment plans) and without prejudice to the provisions of Article 13, the company, controlling shareholders, directors, members of the Board of Directors, and the Audit Committee are prohibited from carrying out any trading of the company's securities, or securities referenced by them, regardless of whether such persons have knowledge of the content of the quarterly accounting information and the company's annual financial statements.

In this sense, it is important to highlight that the prohibition mentioned in the previous paragraph is independent of the assessment regarding the existence of relevant information pending disclosure or the intention regarding the trading.

Regarding the calculation of the 15 (fifteen) day period cited in Article 14, it must be done by excluding the day of disclosure, however, transactions with securities can only be carried out on that day after the aforementioned disclosure.

It is further highlighted that the prohibition on trading in the 15 (fifteen) day period preceding the date of disclosure of the company's quarterly accounting information and annual financial statements will not apply to:

i) negotiations involving fixed-income securities, when carried out through operations with combined commitments of repurchase by the seller and resale by the buyer, for settlement on a predetermined date, prior to or equal to the maturity of the securities subject to the operation, carried out with predefined profitability or remuneration parameters;

ii) operations intended to fulfill obligations assumed before the start of the prohibition period resulting from securities lending, exercise of purchase or sale options by third parties, and forward purchase and sale contracts; and

iii) negotiations carried out by financial institutions and legal entities part of their economic group, provided they are carried out in the normal course of their business and within parameters established in the company's trading policy.

In accordance with Article 15 of Resolution CVM No. 44/21, the public company may, by decision of the Board of Directors, approve a trading policy for its issued shares, containing additional rules to those provided for in Law No. 6.404/76 and the aforementioned Resolution.

In the supervision exercised by SEP, the mechanisms adopted by the companies and the impacts of the buyback, when applicable, will be examined in each concrete case. As long as the above guidelines are observed, it is not necessary for administrators and controlling shareholders to refrain from trading during the entire validity of the buyback program. In any case, it is worth noting that the acquisition, by a public company, of shares of its own issuance is prohibited when it involves shares belonging to the controlling shareholder, in accordance with Article 7 of CVM Instruction No. 567/15.

It is worth noting that in the case of a share buyback program, as well as in the other prohibitions mentioned above, the prohibition on trading will not extend to transactions carried out in accordance with investment plans that meet the requirements provided for in Article 15 of Resolution CVM No. 44/21.

Attention is drawn to the fact that share lending is an operation that is also covered by the prohibition provided for in Article 13, including in cases where the person acts as the lender of the loan. This is not only because this operation consists, legally, of a transfer of ownership (even if temporary), but also because the loan contract allows the lender to opt for the incidence of the remuneration rate on the quotation valid on the date of closing or maturity of the contract.

Additionally, the prohibition on trading provided for in Article 13 also applies to private negotiations.

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

The company must maintain controls with supporting documentation, to make available to CVM, if requested, the indication of who had access to the disclosed relevant information, as well as the moment of such access, in accordance with Resolution CVM No. 44/21.

It is recommended that the Company's Investor Relations Director inform the persons mentioned in paragraph 1 of Article 13 of Resolution CVM No. 44/21 and, if possible, all company employees, regarding the occurrence of the prohibition periods.

It should be observed that the trading prohibitions contained in Article 13 of Resolution CVM No. 44/21 apply to members of a Committee created by statutory provision, even if they are not administrators of the company, in accordance with the decision of the CVM Collegiate Body, in meetings held on 13.12.2016 and 02.05.2017 (CVM Process No. 19957.006290/2016-08) 58.

7.12 Transactions between related parties

In accordance with Articles 153 to 156 of Law No. 6.404/76, administrators must conduct social business with diligence and loyalty, refraining from interfering in operations in which they have a conflict of interest.

There are CVM precedents in the sense that the administrator's conflict is "presumed, that is, it is independent of the analysis of the concrete case for its application, leaving the company's administrators prohibited from participating in any negotiation or deliberation regarding a specific operation in which they appear as the company's counterparty or by which they are benefited, regardless of whether social interest is being pursued or not." In this sense, "the existence of a parallel interest of the administrator who will command or actively participate in negotiations may influence the very basis of the business, its conditions, given the administrator's economic interest, in opposition or in parallel with the company's interest. [...] The fact that the administrator is prohibited from 'intervening in any social operation in which he has an interest conflicting with that of the company', as stated in the caput of Article 156 of Law No. 6.404/76, prevents him not only from voting, if the operation must be approved by a collegiate administration body, but also from participating in the negotiations".

58 See https://conteudo.cvm.gov.br/decisoes/2016/20161213_R1/20161213_D0378.html and https://conteudo.cvm.gov.br/decisoes/2017/20170502_R1/20170502_D0378.html.
59 Votes of Reporting Director Wladimir Castelo Branco and President Marcelo Trindade in CVM Process No. RJ2004/5494, on 14.12.2004. Vote of Reporting Director Pedro Marcilio de Souza in PAS CVM No. 12/2001. Vote of Director Pablo Renteria in PAS CVM No. RJ2011/11073.

Furthermore, even if the administrator does not intervene in operations in which he has an interest conflicting with that of the company, by virtue of Article 156, paragraph 1, of Law 6.404/76, such operations can only be carried out under reasonable or equitable conditions, identical to those prevailing in the market or in which the company would contract with third parties.

Article 245 also provides that administrators must ensure that operations between the company and its affiliates, controlled, and controlling companies observe commutative conditions or with adequate compensatory payment.

To ensure compliance with such provisions, it is recommended that issuers draft and disclose a Related-Party Transactions Policy, approved by the Board of Directors, which provides procedures and criteria that allow (i) the identification of related parties; (ii) the identification of suppliers, service providers, and clients who have transactions with parties related to the company; (iii) the criteria and procedures related to the selection of the counterparty, evaluation, and approval of contracts, with the objective of mitigating potential conflicts of interest and ensuring that all transactions with related parties are carried out in the interest of the company.

Whenever such a document exists, it must be sent via the Empresas.net System, under the category "Related-Party Transactions Policy" (see item 4.16).

The Brazilian Corporate Governance Code brings suggestions of practices to be adopted by issuers with the objective of ensuring the equity of operations. According to the aforementioned document, the Board of Directors must approve and implement a policy for transactions with related parties, which includes, among other rules:

a) provision that, prior to the approval of specific transactions or guidelines for contracting transactions, the Board of Directors requests from management market alternatives to the transaction with the related party in question, adjusted by the risk factors involved;

b) prohibition of forms of remuneration for advisors, consultants, or intermediaries that generate conflicts of interest with the company, administrators, shareholders, or classes of shareholders;

c) prohibition of loans in favor of the controller and administrators;

d) the hypotheses of transactions with related parties that must be based on independent evaluation reports, prepared without the participation of any party involved in the operation in question, whether it be a bank, lawyer, specialized consulting company, among others, based on realistic premises and information endorsed by third parties; and

e) that corporate restructurings involving related parties must ensure equitable treatment for all shareholders.

Considering the set of responsibilities of the administration members and the constant need to adopt mitigating and preventive measures for potential conflicts, it is considered a good corporate governance practice that councilors do not act as paid consultants or advisors of the organization, as pointed out in the Code of Best Corporate Governance Practices of the Brazilian Institute of Corporate Governance.

Regarding the responsibilities of Board of Directors members, although, in principle, negotiations of contracts involving related parties are not attributed to them, it is not possible to completely dissociate them from the responsibilities inherent to the celebration of such transactions, notably due to the monitoring obligation of directors, conferred upon the Board of Directors by Article 142, item III, of Law No. 6.404/76.

In this sense, it is worth highlighting the vote of Reporting Director Gustavo Gonzalez delivered in the context of the judgment of PAS 19957.010686/2017-22 60, held on 07.07.2020, in which he states that "in summary, although he is not primarily responsible for negotiating, approving, and monitoring the execution of contracts with related parties, the Board of Directors has an extremely important role, due to its legal responsibility to monitor the management of directors, in adopting measures aimed at ensuring that such contracts observe the specific regulation dedicated to them in corporate law."

Regardless of the company's decision regarding the consolidation of internal norms into a policy for transactions with related parties, it is important that there are well-defined rules for each stage of the contracting process for related parties. Furthermore, especially with regard to this type of transaction, it is fundamental that the controlling shareholder and the company's administrators develop a culture of integrity, based on principles that seek to preserve the interest of the society. Attention is drawn to some situations that may emerge from the analysis of these operations:

a) contracting of a society belonging to statutory administrators or relatives of administrators, without there being supporting documentation of the service provider selection process;

b) loans from the public company to administrators with charges incompatible with those of similar transactions between the debtor individual and financial institutions;

c) in cases where there is approval authority, due to the value of the business, the fragmentation of the transaction into several contracts and among different societies of the group, so as not to submit the business to the deliberation of the competent body;

d) alteration of contractual conditions through an addendum, without the same approval procedures for the celebration of the original contract being adopted for the celebration of the addendum;

e) contracting of a service provider, usually intellectual nature services (consulting, advertising, law offices), which, in turn, maintains simultaneous contracts, including consulting, with related parties;

f) service contract (i) defined in a comprehensive manner, (ii) varied, (iii) unrelated to each other, and (iv) of long duration, making it difficult to identify the values due and the corresponding counterparty;

60 See https://conteudo.cvm.gov.br/sancionadores/sancionador/2020/20200707-PAS-19957.010686_2017_22.html.

g) consulting contract signed with a statutory administrator, with the object of activities that could be included in the context of their responsibilities;

h) still with regard to the relationship of administrators with the company, without failing to observe that any benefit received by the administrator in exchange for their services must be understood as remuneration, attention is drawn to the following situations:

i. use of company assets and services for private purposes, for example, aircraft, vehicles, legal services, etc.;

ii. receipt of commissions on business transactions concluded by the company, for example, alienation of a subsidiary, which are not formally provided for in the administrator remuneration policy;

iii. receipt of extraordinary values, for the practice of an act that is included in their responsibilities and which is not formally provided for in the administrator remuneration policy.

It is further recommended that transactions with related parties be analyzed by a Statutory Audit Committee, when present, or another specific independent body, which would be responsible for evaluating the conditions under which such transactions are established and ensuring that they are carried out in the best interest of the company. The approval of these operations must be preceded by effective negotiation, in which persons without personal interests in the matter participate on behalf of the company, and it is also recommended to create approval thresholds according to the relevance of the transaction.

Finally, transactions between related parties and the entire decision-making process that precedes them must be documented in a manner that allows for subsequent verification, when necessary.

It is worth reiterating that CVM Advisory Opinion No. 35/08 enumerates guidelines that may be applicable to various transactions between related parties, and not only those that take the form of mergers, incorporations, and share incorporations. It is up to administrators to evaluate, due to the nature and relevance of the transaction, whether and to what extent the measures listed in the aforementioned opinion must be observed.

As determined by Article 30, item XXXIII, of CVM Instruction No. 480/09, public companies registered in Category A must disclose communication regarding transactions between related parties (see item 4.16), without prejudice to the appropriate disclosure in the financial statements and in the Reference Form.

7.13 Indemnity Commitments

On 25.09.2018, CVM Advisory Opinion No. 38/18 was issued, which provides for fiduciary duties of administrators within the scope of indemnity contracts concluded between public companies and their administrators.

In accordance with the aforementioned Advisory Opinion, there is no legal obstacle to the provision, in an indemnity contract, of the right to indemnification in favor of administrators for expenses incurred due to their position or function. Nevertheless, the granting of indemnification to administrators based on the indemnity contract should not occur in all cases, such as those in which the legal standards of conduct to which they are subject have not been observed.

In this sense, it is understood that the following are not eligible for indemnification, among others, expenses resulting from acts of administrators practiced:

a) outside the exercise of their duties;

b) with bad faith, intent, gross negligence, or through fraud; or

c) in their own interest or that of third parties, to the detriment of the social interest of the company.

Furthermore, CVM understands that, given the inherent conflicts of interest risks in indemnity contracts, to fulfill their fiduciary duties, administrators must ensure that the company develops procedures capable of ensuring that decisions authorizing the expenditure of resources are made independently and always in the best interest of the company.

For this reason, the company's administration must ensure that the contract includes clear and objective rules, specifying:

a) the company body responsible for evaluating whether the administrator's act falls under any of the exclusions provided for in item 2 of this Opinion; and

b) the procedures that will be adopted to exclude the participation of administrators whose expenses may be indemnified in the evaluation process referred to in item 'a' above, in accordance with Article 156 of Law No. 6.404/76.

Regarding the minimum information to be disclosed by companies upon the conclusion of indemnity contracts, CVM recommends that, at a minimum, the following information be made available:

a) whether there is a statutory provision regarding indemnification and, if affirmative, its terms;

b) whether the contract must provide for a limit value for the offered indemnification and, if affirmative, what that value is;

c) the coverage period that may be covered by the contract;

d) the administrators who may conclude an indemnity contract with the society;

e) the exclusion hypotheses of the right to indemnification;

f) the types of expenses that may be paid, advanced, or reimbursed based on the contract;

g) the procedures regarding decisions concerning the payment, reimbursement, or advance of expenses resulting from the indemnity commitment, indicating: (i) the company body responsible for decisions regarding its granting; and (ii) the rules and procedures that will be adopted to mitigate conflicts of interest, ensure the independence of decisions, and ensure that they are taken in the interest of the company.

Without prejudice to the guidelines and recommendations contained in the opinion, in the understanding of the SEP, it is also desirable that the following information regarding the provision of indemnity commitment be disclosed to the market:
a) for what reason the administration preferred to adopt the provision of indemnity commitment instead of entering into a civil liability insurance contract with similar coverage (CVM Process No. RJ2009/8316) 61; b) the quoted value of the civil liability insurance premium that provides coverage similar to the proposed indemnity commitment; c) whether the guarantee offered by the provision of indemnity commitment includes the payment or reimbursement of indemnities that administrators may be obliged to pay when held liable for damages caused to third parties or to the company as a result of illicit acts committed prior to the provision of the indemnity commitment; d) whether the guarantee offered by the provision of indemnity commitment includes the payment or reimbursement of fines resulting from conviction in a criminal action or in an administrative proceeding, or pecuniary obligations provided for in agreements to close administrative proceedings, borne by the administrators; and e) in the event of a positive response to at least one of the two previous items, why the administration believes that such guarantee would be in the best interest of the company.

Regarding the provision in the previous paragraph, it should be clarified that the provision by the company of the guarantees mentioned in items “c” and “d” or other guarantees not previously mentioned may be considered a violation of the duty of loyalty of the shareholders who approve the indemnity commitment, under corporate legislation, if the benefit of the commitment to the company is not proven.

The above-mentioned information must appear (i) in the administration's proposal to the general meeting, whenever it is convened to deliberate on indemnity commitments; and (ii) in item 12.11 of the Reference Form, when the company has indemnity commitments in force.

It is also worth noting the recommendation that contracts be forwarded, within 7 (seven) business days from the date of their signing, highlighting that the category “Indemnity Contracts” has already been created in “IPE Online” in the Empresas.NET System for the submission of said contracts.

Finally, it is informed that on 29.10.2018, the SEP issued Circular Letter No. 9/2018/CVM/SEP, available on the CVM website, guiding how indemnity contracts, their amendments, and any other documents that also reflect the terms and conditions applicable to the indemnity regime should be made available.

7.14 Negotiation with own-issued shares
The legal principle instituted through article 30 of Law No. 6.404/76 is that the company cannot negotiate with its own-issued shares, except for the exceptions enumerated in its paragraph 1º.

61 See http://conteudo.cvm.gov.br/decisoes/2011/20110119_R1/20110119_D02.html.

Furthermore, in paragraph 2º of the cited article, the Law provided for the regulation of the acquisition of shares by the issuing company itself by the CVM, which issued CVM Instruction No. 567/15, which, in turn, revoked CVM Instructions No. 10/80 and 390/03.

It is emphasized that the aforementioned CVM Instruction No. 567/15 does not contain any command that restricts its provisions to companies registered in Category A. Therefore, even companies registered in Category B must observe the commands set forth in the cited Normative Instruction.

It is recalled that the acquisition of the company's shares for retention in treasury or cancellation, and the alienation of shares so acquired, is one of the hypotheses for the disclosure of Relevant Fact, established in article 2º, item XV, of CVM Resolution No. 44/21. In the case of approval by the Board of Directors, the information provided for in Annex 30-XXXVI of CVM Instruction No. 480/09 must be provided, as an annex to the minutes of the Board of Directors meeting that deliberates on the subject, concomitantly with the disclosure of the Relevant Fact.

7.14.1 Competence for approval
CVM Instruction No. 567/15 disciplines the conditions under which companies may deliberate on the negotiation of shares of their own issuance and derivatives referenced therein.

In most cases, the negotiations may be approved by the Board of Directors. However, as provided for in article 3º of this Instruction, the negotiation must be submitted to the approval of shareholders when:
a) carried out outside organized securities markets, it involves, even through several isolated operations, more than 5% (five percent) of shares or class of shares in circulation in less than 18 (eighteen) months; b) carried out outside organized securities markets and at prices more than 10% (ten percent) higher, in the case of acquisition, or more than 10% (ten percent) lower, in the case of alienation, than market quotations; c) its purpose is to alter or preserve the composition of share control or the administrative structure of the company; and d) the counterparty in a transaction carried out outside organized securities markets is a related party to the company, as defined by the accounting rules dealing with this matter, without prejudice to the prohibition on transactions with the controlling shareholder.

In addition to these cases, the bylaws may provide for additional hypotheses in which prior approval by the general meeting is necessary.

Regarding the submission of the issue to shareholders, it should be noted that this is a condition of efficacy for the negotiation of own-issued shares in the above cases, although it does not necessarily need to occur at a moment prior to the celebration of the transaction. Thus, it is possible for a transaction to be carried out and shareholder approval to be obtained subsequently, provided that the transaction does not produce effects until such approval occurs.

Regarding hypothesis “c” above, its incidence is limited to cases of possible modification in the control or administrative structure, such as in situations, for example, of possible imminent realization of a public offer for the acquisition of shares representing share control or negotiations of participations that will allow their holders to indicate members to the Board of Directors. The mere fact that the acquisition removes shares from circulation, thereby reinforcing a control structure already defined and without perspective of modification, does not trigger the need for approval in a general meeting.

Regarding hypothesis “d”, it is worth highlighting that cases of alienation or transfer of shares to administrators, employees, and service providers of the open company, its affiliates or controlled companies, resulting from the exercise of share options or other models of remuneration based on shares, are excepted from the need for approval in a general meeting. For this, however, it is necessary that the parameters for calculating the exercise price of the options or the price of shares be contained in the plan or remuneration model in question and that these have been approved in a general meeting.

In cases where shareholder approval is necessary, a general meeting must be convened to address the issue, and the proposal for indication must contain the information indicated in article 20-B of CVM Instruction No. 481/09, and be sent via “IPE Online” in the Empresas.NET System under the category “Assembly”, type “AGO/E”, “AGE”, species “Administration Proposal”, subject “Acquisition of shares issued by the company itself” or “Alienation of shares issued by the company itself”, as appropriate.

In the case of approval by the Board of Directors, the information provided for in Annex 30-XXXVI of CVM Instruction No. 480/09 must be provided, as an annex to the minutes of the Board of Directors meeting that deliberates on the subject, which will be sent via “IPE Online” in the Empresas.NET System under the category “Administration Meeting”, type “Board of Directors”, species “Minutes”, subject “Acquisition of shares issued by the company itself” or “Alienation of shares issued by the company itself”, as appropriate.

7.14.2 Limitations
Article 6º of CVM Instruction No. 567/15 establishes a temporal limitation on the negotiation of own-issued shares (and derivatives referenced therein) by providing that such negotiation must be settled within 18 months from the approval by the Board of Directors or the general meeting.

It is clarified that the period in question seeks to prevent the approval from remaining open indefinitely. This period is not confused with the 2 (two) day settlement period to which operations with shares in the spot markets are normally subject, so that purchase and sale negotiations in such markets in the last days of the 18-month period will not be considered infractions of the provision in question.

In accordance with paragraph 1º of article 7º, the acquisition of own-issued shares presupposes the existence of available resources, thus considered all profit reserves or capital, except for (i) legal, (ii) unrealized profits, (iii) undistributed mandatory dividends, and (iv) tax incentives. The result of the ongoing social exercise is also considered an available resource, segregated from the allocations to the reserves mentioned above.

The existence of available resources must be verified based on the last financial statements available disclosed before the effective transfer, to the company, of the ownership of its own-issued shares. Therefore, an acquisition may be approved without such resources existing, provided that the effective transfer only occurs when the resources exist.

The last available financial statements referred to by CVM Instruction No. 567/15 may be annual, interim, or quarterly. Such statements serve as a reference to verify both whether a company that previously did not have available resources has come to have them, as well as to determine whether a company that previously held them has ceased to have them. Thus, available resources must be verified on a continuous basis with each new financial information disclosed.

If an excess is found, due to subsequent financial information, the company must alienate or cancel the shares above the limit in question within a period of 6 months, admitting the possibility that this measure may prove unnecessary if new financial information is disclosed in this interval based on which the existence of available resources is verified.

Without prejudice to the need for the existence of available resources, expressed in accounting terms as mentioned above, administrators must take necessary diligence to ensure that (i) the financial situation of the company is compatible with the settlement of the acquisition at its maturity without affecting the fulfillment of obligations assumed with creditors nor the payment of mandatory dividends; and (ii) there are no foreseeable facts capable of causing significant changes in the amount of available resources over the remaining period of the social exercise.

According to article 8º, treasury shares cannot exceed the level of 10% of shares in circulation, thus considered all shares less those held by the controlling shareholder, persons linked to him, and administrators.

Included in the above percentage are (i) shares held not only by the open company itself but also by its controlled and affiliated companies, and (ii) the own-issued shares corresponding to the economic exposure assumed due to derivative contracts or deferred settlement contracts entered into by the company or its controlled and affiliated companies.

Regarding specifically such shares referenced by derivative contracts, all shares that the company has the right or obligation to acquire (for example, long positions in call options or short positions in put options) must be considered, as well as the quantity of shares whose positive return serves as the basis for determining the flow of payments in favor of the company (for example, Total Return Equity Swap contracts). Inverse positions in similar contracts, such as those that ensure the right or obligation to sell the company's own-issued shares, must be disregarded in the verification of the 10% limit mentioned above.

As already decided by the Collegiate Body on 11.11.2008 (CVM Process RJ2008/9839) 62, the Board of Directors itself may deliberate on the cancellation of shares held in treasury, provided there is statutory authorization for the Board of Directors to deliberate on the acquisition of the company's shares (for purposes of cancellation or subsequent alienation) and that an extraordinary general meeting is subsequently convened to deliberate on the alteration of the statutory clause regarding the social capital of the respective company.

62 See http://conteudo.cvm.gov.br/decisoes/2008/20081111_R1/20081111_D12.html.

It is recalled that, in addition to the limitations provided for in articles 7º and 8º of CVM Instruction No. 567/15, the norms referred to in article 11 of the same Instruction must be observed, including those that seek to prevent the creation of artificial conditions of demand, supply, or price, price manipulation, fraudulent operations, and inequitable practices.

Therefore, companies should not act in the direction of providing liquidity to specific shareholders or sustaining a certain quotation level.

It is worth noting that Law No. 6.404/76 provides, in its article 30, that the acquisition of own-issued shares by an open company will comply with the norms issued by the CVM under penalty of nullity.

Attention is drawn to the fact that CVM Instruction No. 567/15 was published on 17.09.2015 and does not apply to operations announced before this date, which must observe CVM Instruction No. 10/80.

Finally, article 13 of the norm establishes that the transgression of its articles 2º to 8º constitutes a serious offense, for the purposes of paragraph 3º of article 11 of Law No. 6.385/76.

7.14.3 Economic and political rights of treasury shares
In accordance with article 10 of CVM Instruction No. 567/15, treasury shares do not have the right to vote nor to monetary proceeds of any nature, which does not prevent them from being entitled to share bonuses or being the object of grouping and splitting.

It should be noted that the exclusion of economic and political rights does not extend to shares held by the company's counterparties in derivative contracts or deferred settlement contracts, as such shares are not effectively in treasury, although they are included in the calculation of the 10% limit provided for in article 8º. Attention is drawn, however, to the need that, in the event of any voting agreement, even informal, between the company and the counterparty, such circumstance must be disclosed in accordance with Annex 20-B of CVM Instruction No. 481/09 and Annex 30-XXXVI of CVM Instruction No. 480/09, as appropriate.

7.14.4 Monthly information on transactions carried out
It is reiterated that, as of 17.09.2015, there has been a monthly obligation to report transactions carried out with own-issued shares by the company, its controlled and affiliated companies.

With regard to this, reference is made to item 4.8 of this Circular Letter, which contains guidelines on the method of sending such information through the Empresas.NET System.

7.15 Dividends on preferred shares (article 203 of Law No. 6.404/76)
Article 203 of Law No. 6.404/76 determines that the provisions in articles 194 to 197 and 202 will not prejudice the right of preferred shareholders to receive the fixed or minimum dividends to which they have priority, including arrears, if cumulative.

Consequently, the reserves mentioned in articles 194 to 197, and that of which article 202, paragraph 5º, of Law No. 6.404/76 speaks, cannot be constituted to the detriment of fixed or minimum dividends. Thus, if there is profit, even if unrealized, fixed or minimum dividends must be distributed.

7.16 Communication regarding non-payment of mandatory dividend due to the company's financial situation
Article 202, paragraph 4º, of Law No. 6.404/76 establishes that the mandatory dividend may cease to be distributed in the social exercise in which the administration bodies inform the General Meeting that it is incompatible with the company's financial situation. The Fiscal Council, if in operation, must provide an opinion on this information, and the administrators must send to the CVM, within 5 (five) days of the holding of the general meeting, a justified explanation of the information transmitted to the assembly.

The justified explanation required in article 202, paragraph 4º, of Law No. 6.404/76 must be sent via “IPE Online” in the Empresas.NET System (category “Notice to Shareholders”, type “Other notices”), mentioning in the subject the disclosed information.

7.17 Late, corrective, or complementary declarations of dividends
In the case of late, corrective, or complementary declarations of dividends (or other proceeds) owed by open companies, payment must be made to the persons holding the shares on the date of the late, corrective, or complementary declaration, or on another subsequent date, made public concomitantly with the declaration, and not to the holders of shares at the time of the original declarations.

It is worth highlighting that this orientation is in line with the decision of the Collegiate Body in a meeting of 03.05.2006 (CVM Process SP2004/0381) 63, in response to the SEP's consultation on the share base to be used in said cases.

7.18 Competence of the Board of Directors to deliberate on the issuance of debentures
Law No. 12.431/11 gave a new wording to article 59, paragraph 1º, of Law No. 6.404/76, so that this provision now establishes that, in the open company, the Board of Directors may deliberate on the issuance of debentures not convertible into shares, unless there is a contrary statutory provision.

Regarding this, according to the Collegiate Body's decision of 13.12.2011 (CVM Process RJ2011/8312) , this new wording has immediate and unconditional applicability. That is, in the absence of a statutory provision that prevents deliberation by the council, the new legal text is in force and is capable of producing all its effects, so that the boards of directors of open companies can already, promptly, deliberate on the issuance of debentures not convertible into shares.

7.19 Composition of the executive board
When consolidating the bylaws, companies must pay attention to the provisions of article 143 of Law No. 6.404/76, regarding the composition of the executive board of a joint-stock company.

63 See http://conteudo.cvm.gov.br/decisoes/2006/20060503_R1/20060503_D02.html.
64 See http://conteudo.cvm.gov.br/decisoes/2011/20111213_R1/20111213_D02.html.

According to this legal command, the bylaws must establish: (a) the number of directors, or the maximum and minimum allowed; (b) the duties and powers of each director; (c) term of office, not exceeding three years, reelection permitted; and (d) the method of replacement.

Therefore, it is recommended that those companies whose bylaws are out of compliance with the Law take the necessary measures (including timely convening of a general meeting, including in its notice the statutory amendment in question) to correct any gaps that may exist in their respective bylaws.

7.20 Request for certificates of entries in the social books (article 100 of Law No. 6.404/76)
Article 100, paragraph 1º, of Law No. 6.404/76 disciplines the option to obtain a certificate of the entries in the Register of Registered Shares, the Register of “Transfer of Registered Shares”, the Register of “Registered Beneficiary Parts”, and the Register of “Transfer of Registered Beneficiary Parts”.

Such certificate may be provided to any person provided that the purpose is the “defense of rights and clarification of situations of personal interest or of shareholders or of the securities market”.

In this sense, it must be observed that, according to decisions of the Collegiate Body on the matter (see, for example, CVM Processes RJ2003/13119 and RJ2003/7260) 65, the company exercises, regarding certain records, a public function equivalent to that of agents delegated state power (such as real estate registry offices), given that the transfer of ownership of shares, and the constitution of real liens on them, is only completed with the transcription in the social books, or in the records that serve as their substitute.

However, conditioning access to the shareholder list to the purpose described in paragraph 1º of article 100 implies a judgment, by the company's administration, regarding the presence of a right to defend, or a situation to clarify, with recourse to the CVM in case of denial of the request by the company's administration.

In a decision of 08.12.2009 (CVM Process RJ2009/5356) 66, the CVM Collegiate Body expressed its understanding, in response to a consultation formulated by a market agent, regarding the main conditions for the granting of the certificate of entries in the social books in question, as well as regarding its content, highlighting the main aspects:
a) the provision in article 100, paragraph 1º, does not oblige the open company to provide a certificate of the entries in the social books when the request is justified by facilitating the mobilization of shareholders with a view to discussing topics related to the company and participating in general meetings;

65 See http://conteudo.cvm.gov.br/decisoes/2004/20041123_R1/20041123_D08.html.
66 See http://conteudo.cvm.gov.br/decisoes/2009/20091208_R1/20091208_D24.html.

b) the request made based on this provision must present specific, albeit brief, justification to legitimize its approval, and such justification must identify (i) the right to be defended or the situation of personal interest to be clarified, and (ii) to what extent the disclosure of the entries in the social books is necessary to clarify the situation of personal interest or defend the right in question; c) the company is obliged to provide a certificate of the entries that are necessary and sufficient to clarify the situation of personal interest or defend the right identified in the request; d) the provision of the complete list of shareholders, based on the provisions of paragraph 1 of Article 100 of Law No. 6.404/76, only applies in cases where it is duly justified that the violated or impending right is inherent to the quality of shareholder, and its defense is of interest to all shareholders; e) in this way, the provision of the complete list of shareholders, based on this provision, is imposed in the hypotheses where shareholders must act jointly to defend a right, due to the law or the bylaws establishing a minimum quorum for petitioning before the Judiciary, the Public Administration, or the company's bodies. Examples of this would be the liability action to be proposed by shareholders (Article 159, paragraph 4, of Law No. 6.404/76), the action for full exhibition of the company's books (Article 105, paragraph 4, of Law No. 6.404/76), and, furthermore, the request for a list aimed at facilitating the formation of the quorum necessary to convene the general meeting, provided that, in the latter example, it is demonstrated that the deliberation on some matter to be included in the agenda has the clear character of defending rights. f) for the same reason, it is also justified, in light of the provisions of Article 100, paragraph 1, the granting of the complete list in cases where the shareholder has legitimacy to act individually to defend a right, which belongs, however, to every and any shareholder. g) outside the hypotheses of defending a collective or homogeneous individual right, the request for the provision of a certificate of the entries in the social books made with the purpose of facilitating the mobilization of shareholders to defend their interests does not meet the requirements established in Article 100, paragraph 1, of Law No. 6.404/76.

In light of this, it should be emphasized that the requester cannot invoke Article 100, paragraph 1, to gather non-controlling shareholders in order to complete the legal quorum for: (a) adoption of multiple voting, in the terms of Article 141; (b) separate election of members of the Board of Directors, in the terms of Article 141, paragraph 4; (c) separate election of the Fiscal Council, according to Article 161, since, as it is a matter to be submitted to the shareholders' meeting, the appropriate channel for this is Article 126, paragraph 3.

Furthermore, the mere commercial interest in obtaining the certificate, such as the offering of service provision, has no basis in paragraph 1 of Article 100 of Law No. 6.404/76.

It is worth citing that the CVM Collegiate Body, in meetings held on 23.02.2010, 20.07.2010, 19.11.2013, and 19.07.2016 (CVM Processes RJ2010/2689, RJ2010/0620, RJ2012/13291, and SP2016/89) 67 reiterated the understanding described above, established in the meeting of 08.12.2009.

It is worth recalling the decision of the CVM Collegiate Body in the meeting held on 28.05.2013 (CVM Process RJ2012/13291) 68, in which, among other things, it reiterated the understanding issued in the aforementioned decision of 08.12.2009, as well as emphasized that paragraph 1 of Article 100 of the Corporations Law does not require the requester to have any participation in the company's capital, after all, even a non-shareholder can request the certificates of the entries contained in the books mentioned in items I to III of Article 100 of Law No. 6.404/76, observing the requirements established therein.

In meetings held on 09.05.2017 and 11.07.2017, the Collegiate Body, when analyzing a shareholder's complaint against the company's denial of a shareholder list request (CVM Process SP2016/0174) 69, expressly noted the need for a new CVM evaluation of the cited precedent established in Process CVM RJ2009/5356, highlighting that the reading of Article 100, paragraph 1, does not necessarily lead to the conclusion that “outside the hypotheses of defending a collective or homogeneous individual right, the request for the provision of a certificate of the entries in the social books made with the purpose of facilitating the mobilization of shareholders to defend their interests does not meet the requirements established in Article 100, paragraph 1, of Law No. 6.404/76”, as well as the need to interpret Law No. 6.404/76 systematically, which contains another provision, Article 126, paragraph 3, specifically intended to protect the shareholders' right to access the company's shareholder list, as a necessary instrument for collective mobilization; and the possibility that, regardless of the use of Article 126, paragraph 3, which has its own regime, there may be situations where the defense of rights or clarification of situations of personal interest will occur, precisely within the scope of a conclave, which will depend on a case-by-case analysis.

On 07.11.2017, the Collegiate Body again reviewed the matter (CVM Process No. 19957.006319/2017-24) 70, this time in a request made by a non-shareholder. At that time, Reporting President Marcelo Barbosa referred to the reanalysis initiated within Process SP2016/0174 mentioned above, highlighting that the decision issued in Process CVM RJ2009/5356, which has been carried over to the SEP Circular Letters since then, should not be read restrictively and literally.

This is because the 2009 decision referred specifically to one of the purposes provided for in the provision in question, namely the “defense of rights and clarification of situations of interest [...] of shareholders”, carried out by a shareholder based on a collective or homogeneous individual right of the shareholders. Regarding this hypothesis, the understanding prevailed that the requesting shareholder must pursue a collective or homogeneous individual right of all shareholders of a specific company. Examples of this type of request would be those aimed at exercising the mechanisms provided for in Article 123, sole paragraph, Article 105, Article 206, or Article 159, paragraph 4, of the Corporations Law, that is, cases where both the requesting shareholder and any other shareholder would have legitimacy to make the claim.

67 See http://conteudo.cvm.gov.br/decisoes/2010/20100223_R1/20100223_D07.html, http://conteudo.cvm.gov.br/decisoes/2010/20100720_R1/20100720_D06.html, http://conteudo.cvm.gov.br/decisoes/2013/20131119_R1/20131119_D02.html and http://conteudo.cvm.gov.br/decisoes/2016/20160719_R1/20160719_D0166.html.
68 See http://conteudo.cvm.gov.br/decisoes/2013/20130528_R1/20130528_D11.html.
69 See https://conteudo.cvm.gov.br/decisoes/2017/20170711_R1/20170711_D0433.html.
70 See https://conteudo.cvm.gov.br/decisoes/2017/20171107_R1/20171107_D0795.html.

However, this possibility does not rule out the others that have been codified in the law, such as the defense of rights and clarification of situations of personal interest or of the securities market, which may be alleged by both shareholders and non-shareholders. In this sense, the decision taken in Process CVM SP2015/0208, judged on 24.10.2017 71, was cited, in which the Collegiate Body granted an appeal filed by a shareholder based essentially on circumstantial personal interest.

Finally, it is important to mention that in Process CVM No. 19957.006319/2017-24, the CVM Collegiate Body analyzed a matter that had not yet been explored in depth: a request for access to the content of corporate books made by a non-shareholder person, under the justification of supporting their action in defense of shareholders and the market.

Regarding this, Reporting President Marcelo Barbosa highlighted in his vote, having been accompanied by the unanimous decision of the Collegiate Body, that access to the social books should only be granted if the requester demonstrates having a legitimate interest in the right to be defended and the situation to be clarified, and that the proof of the requester's legitimacy involves the analysis of the ownership of the right object of the request.

In this regard, it was explained that in the case of a shareholder making a request for certificates of social books based on the defense of rights arising from their quality as a shareholder, the demonstration of legitimate interest is, in principle, facilitated, as it is a situation where the requester is simultaneously the holder of the right and interested in the situation in which this is inserted. However, if the requester is a third party who is not a shareholder, their subjective relationship with the right pointed out is not so evident. Indeed, in the decision of 07.11.2017, the Collegiate Body also highlighted that, in the case of requests made by non-shareholders, the analysis of the legitimacy and justification presented will be more complex and not so evident, paying even more attention to the occurrence of possible abusive situations.

In this sense, the Collegiate Body expressed the understanding that a request made by an association or similar entity, with the purpose of interest of the shareholders of a specific company, should only be granted if the requester proves that it has in its roster of members persons who are holders of the right to be defended and have a legitimate interest in the situation to be clarified – who have granted the association powers of representation, and clarifies to what extent the requested information will serve the desired purpose.

Finally, it is worth noting that Law No. 13.709/18, known as the General Personal Data Protection Law (LGPD), brings a series of restrictions on the processing of personal data, including in digital media, by natural persons or by public or private legal entities, without, however, affecting the availability of the shareholder list provided for in Article 100 of Law No. 6.404/76, when the requirements listed in the Corporate Law are met.

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

Article 253 of Law No. 6.404/76 establishes that, in proportion to the shares they hold in the company's capital, shareholders will have the right of preference to (i) acquire shares of the capital of the wholly-owned subsidiary, if the company decides to alienate them in whole or in part; and (ii) subscribe to a capital increase of the wholly-owned subsidiary, if the company decides to admit other shareholders.

71 See http://conteudo.cvm.gov.br/decisoes/2017/20171024_R1/20171024_D9774.html.

The CVM Collegiate Body, in meetings held on 29.03.2011 and 16.08.2016 (CVM Process No. RJ2010/13425 and CVM Process No. 19957.003452/2016-48) 72, understood that the provisions of this article only apply to companies converted into wholly-owned subsidiaries due to a share incorporation operation (Article 252 of Law No. 6.404/76).

Additionally, in the aforementioned meeting of 29.03.2011, the CVM Collegiate Body concluded that, in cases where the subsidiary's social capital is distributed among two or more shareholders, the specific regime of wholly-owned subsidiaries, provided for in Article 253, would only be applicable if it were evident that the shareholder structure was constituted to defraud the law.

Registered issuers in Category A, when disclosing to the market the admission of shareholders in a wholly-owned subsidiary, must inform whether preference rights will be granted to their shareholders in the subscription or acquisition of the subsidiary's shares, and if such right is not safeguarded to their shareholders, they must inform the reasons why Article 253 of Law No. 6.404/76 will not be observed.

In the administration's proposal to be submitted to the meeting, registered Category A issuers who are authorized by a market administrator entity to trade shares on a stock exchange and have shares in circulation must disclose, via the Empresas.NET System (see item 4.2.2), at minimum, the following information: (a) quantity of new shares to be issued by the wholly-owned subsidiary or quantity of shares of the wholly-owned subsidiary to be alienated; (b) unit price for subscription or acquisition of the shares; (c) date to be considered for the identification of shareholders who will have the right to subscribe or acquire the shares, and (d) percentage that shareholders will have the right to subscribe or acquire.

7.22 Acquisition of own-issued debentures

On 18.03.2020, CVM Instruction No. 620/20 was issued, which provides for the acquisition, by issuing companies, of debentures of their own issuance, in accordance with Article 55, paragraphs 2 and 3, of Law No. 6.404/76.

The aforementioned instruction regulates the acquisition of a) debentures issued by issuing companies that have been the subject of a public distribution offer registered or exempted from registration by the CVM; and b) debentures issued by an issuing company that are admitted for trading in regulated securities markets.

Without prejudice to the provisions of CVM Resolution No. 44/21 regarding the administration's judgment on the need to disclose a relevant event, upon approving the acquisition, by the company, of debentures of its own issuance, the Board of Directors or the Board of Directors, as applicable, must provide the information contained in Annex 30–XLII of CVM Instruction No. 480/09.

If the acquisition depends on approval by the general shareholders' meeting, when convening it to deliberate on such acquisition, the Board of Directors must indicate the information contained in Annex 20-C of CVM Instruction No. 481/09.

72 See http://conteudo.cvm.gov.br/decisoes/2011/20110119_R1/20110119_D02.html and http://conteudo.cvm.gov.br/decisoes/2016/20160816_R1/20160816_D0307.html.

If the acquisition price is higher than the updated nominal value, the issuing company can only acquire its own-issued debentures through the procedure provided for in Section II of Chapter III of CVM Instruction No. 620/20.

If the acquisition price is equal to or lower than the updated nominal value, the issuing company may acquire its own-issued debentures:
I – through operations in the securities market in which it is admitted to trading; or II – through the procedure provided for in Section II of Chapter III of CVM Instruction No. 620/20.

Regardless of the price practiced, the issuing company must inform the acquisition of its own-issued debentures in the administration report and in the financial statements.

The debenture deeds may prohibit the operations provided for in CVM Instruction No. 620/20 or establish more restrictive conditions for their implementation.

7.23 Duties and responsibilities of administrators and controlling shareholders

The duties and responsibilities of administrators and controlling shareholders of companies are provided for in Articles 153 to 160 and 116 and 117 of Law No. 6.404/76, respectively.

The duty to inform (Article 157) and the conflict of interest (Articles 115 and 156) are addressed in various items of this Circular Letter, but it is also appropriate to highlight that an administrator elected by a group or class of shareholders has, with respect to the company, the same duties as the others, and cannot, even to defend the interest of those who elected them, fail in these duties (paragraph 1 of Article 154), as well as that the controlling shareholder must use power with the purpose of making the company achieve its object and fulfill its social function, and has duties and responsibilities towards other shareholders of the company, those who work in it, and towards the community in which it operates, whose rights and interests it must faithfully respect and attend to (sole paragraph of Article 116).

8 Complaints and Reports, Appeals, Inquiries, Requests for Interruption or Suspension of Meetings, Hearings, and Requests for Review of Processes, Proposed Terms of Commitment, Counting of Deadlines, Requests for Access to Information, and LGPD

8.1 Complaints and reports involving companies

Inquiries, complaints (except those cited in item 8.4), and reports made by investors or the general public, involving open, foreign, and incentivized companies, must be sent to the Superintendency of Protection and Investor Guidance – SOI, through the Citizen Service – SAC, available on the CVM website and accessible via the link https://www.gov.br/cvm/pt-br/canais_atendimento/consultas-reclamacoes-denuncias.

Initially, these inquiries, complaints, and reports are analyzed by the SOI, which, if necessary, forwards them for analysis by the SEP.

As for inquiries, complaints, and reports made by administrators and fiscal council members of companies, they must be sent directly to the SEP via the Digital Protocol service, accessible on the CVM website, at the link https://www.gov.br/pt-br/servicos/protocolar-documentos-junto-a-cvm.

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.

The flowchart of procedures followed after receiving complaints (except item 8.4) or reports involving companies is presented below.

It is emphasized that inquiries from companies sent directly to the emails of the Management or SEP will only be answered by email if they involve low-complexity matters that do not require the involvement of managers or the superintendent. The other inquiries must be sent via the Digital Protocol to open a specific administrative process on the subject.

8.2 Appeals against decisions or understanding manifestations of the SEP

Appeals to the Collegiate Body against decisions or understanding manifestations of the SEP must be filed via the CVM's Digital Protocol, respecting the deadline of 15 (fifteen) business days, counted from the interested party's knowledge, as established in Resolution No. CVM 46/21.

The Superintendent must, within 15 (fifteen) business days from receiving the appeal, reform or maintain the appealed decision, and in the latter case, forward the process to the Collegiate Body even if they understood the appeal as untimely or inadmissible.

The appeal will be received with devolutive effect, and if there is a just fear of damage of difficult or uncertain repair resulting from the execution of the decision, the Superintendent may, ex officio or upon request, give suspensive effect to the appeal.

If there is a denial (total or partial) of the request for suspensive effect, the Superintendent must, immediately, notify the appellant and send a copy of the appeal and the decision to the President of the CVM, who will be responsible for re-examining the decision denying the suspensive effect, in accordance with the aforementioned Deliberation.

The Superintendent will notify the appellant of the Collegiate Body's decision within 5 (five) business days.

It is also highlighted that the request of a member of the Collegiate Body, the Superintendent who issued the appealed decision, or the appellant themselves, the Collegiate Body will appreciate, within the scope of a reconsideration request, the allegation of the existence of omission, obscurity, contradiction, or material or factual error in the decision.

The reconsideration request must be presented within 15 (fifteen) business days counted from the notification made to the appellant regarding the decision issued by the Collegiate Body, and must be directed to the Superintendency that analyzed the appeal or to the member of the Collegiate Body who drafted the leading vote, if applicable.

The communication regarding the Collegiate Body's decision on the appeal will be forwarded to the company only after the SEP receives the excerpt of the Collegiate Body meeting minutes. Companies can become aware of the result via the Informative, published on the CVM website, by the day following the Collegiate Body meeting, accessible via the link http://conteudo.cvm.gov.br/publicacao/informativos_colegiado.html.

It is finally recalled that the provisions of paragraphs 4 and 5 of Article 4 of CVM Resolution No. 45/21 should be taken into consideration.

Regarding appeals against the application of coercive fines, see item 2.15.

8.3 Inquiries from open, foreign, and incentivized companies

Inquiries regarding the application of norms and regulations issued by the CVM and the understanding of provisions of Laws No. 6.385/76 and 6.404/76 and subsequent amendments must be sent, by the DRI or person equivalent to the SEP, with the identification of the issuer, via the CVM's Digital Protocol (http://conteudo.cvm.gov.br/menu/atendimento/protocolodigital.html). If the inquiry is made by legal representatives of the issuers, it must be accompanied by their respective powers of representation.

The formulation of the inquiry must be clear regarding its object, avoiding generic form and theoretical inquiries. The inquiry must be accompanied by all elements and arguments deemed important for the CVM's conclusive manifestation.

Inquiries on accounting matters must be accompanied by a statement from the independent auditor on the subject.

It is worth highlighting that the presentation of an inquiry by the issuer does not exempt them from complying, within the appropriate deadlines, with legal and regulatory obligations, even if subject to the formulated inquiry.

Furthermore, it is requested that the inquiry be sent in a file in “.pdf” format with searchable content or that has been digitized with OCR (“Optical Character Recognition”) technology, which allows recognizing text characters.

Specific doubts of open and foreign companies regarding the application of corporate legislation and regulations, understood as those that do not require analysis in specific administrative processes due to their complexity, must be sent to the gea-

emails

1@cvm.gov.br or gea-2@cvm.gov.br (according to the sector of activities in which the consultant falls – see item 1 of this Circular Letter.

On the other hand, specific doubts from incentivized companies should be sent to the email sep@cvm.gov.br.

It is essential that before sending the doubt to the indicated emails, the responsible party ensures that there are no guidelines on the subject in question in this Circular Letter.

8.4 Requests for interruption or suspension of the deadline for calling a general assembly

Requests for the interruption or suspension of the deadline for calling an extraordinary general assembly must be sent, in accordance with CVM Instruction No. 372/02, to the SEP, through the Digital Protocol Service (http://conteudo.cvm.gov.br/menu/atendimento/protocolodigital.html), and, simultaneously, to the electronic address sep@cvm.gov.br.

The request for interruption or suspension must be sent to the SEP at least 8 business days in advance of the initially established date for holding the general assembly.

It is emphasized that requests filed without observing the aforementioned deadline will not be disregarded, but will be treated as investor complaints, ceasing to follow the procedure provided for in CVM Instruction No. 372/02.

After receiving the request, the SEP will notify the company in question to manifest itself within an irrevocable period of 48 hours. Subsequently, the SEP will analyze the request and forward its opinion to the CVM Collegiate Body to deliberate on the interruption or suspension.

Unlike complaints and consultations, the SEP and the Collegiate Body have a maximum deadline to manifest themselves regarding the request for interruption or suspension, which is the date of the assembly itself. However, it is important to note that the scope of analysis in interruption requests is limited to the legality of the proposals submitted to the assembly, and in suspension requests, to the need for more time to analyze especially complex proposals and the sufficiency of the documents related to them.

Finally, regarding requests for review related to these processes, the prohibition that existed in CVM Deliberation No. 481/05 no longer holds in light of the revocation of the aforementioned Deliberation by CVM Resolution No. 48/21.

Nevertheless, according to paragraph 4 of article 5 of the aforementioned Resolution, review requests may be attended to on a future date designated so as not to interfere with the holding of an act or the adoption of measures necessary for the proper conduct of the process.

In addition, documents submitted after the end of the deadline provided for in article 2, paragraph 2, of CVM Instruction No. 372/02, will be considered untimely and may not be considered in the analysis of requests for interruption or suspension of the deadline for calling a general assembly.

8.5 Communications with the SEP

In the case of forwarding responses to Letters, companies must use the Digital Protocol (http://conteudo.cvm.gov.br/menu/atendimento/protocolodigital.html) on the CVM website, except when instructed otherwise by the SEP.

In this sense, it is worth highlighting that the sending of these correspondences via the Empresas.NET System, when not expressly requested by the SEP, has been used by some companies, causing, at times, embarrassment to their own administration or difficulty in monitoring responses to requests or manifestations from this Superintendency.

It is emphasized that the deadlines for attending to the requests contained in letters sent by the SEP must be counted as specified in the document itself. When not specified, the deadline must be counted from the date of receipt of the Letter (date of sending the email or, if the Letter was sent only by postal mail, the date of signing the AR).

The SEP should not be copied in emails exchanged between administrators, fiscal councilors, and shareholders, in which questions are posed to the administration of the open company.

8.6 Requests for private hearings

In line with Decree No. 4.334/02, requests to schedule meetings with organizational components of the CVM must be sent electronically, through the CVM page on the worldwide computer network, selecting, for this purpose, the option PRIVATE HEARING (http://sistemas.cvm.gov.br/?Audiencia). The sender is recommended to fill out the object of the hearing as completely and in as much detail as possible, as well as to inform, in the "Subject" field, whenever possible and if applicable, the number of the Letter, Instruction, or other CVM act to which the subject of the hearing refers.

In this request, there must be a clear specification of the subject to be treated, with the necessary condition, in the case of issuer consultations, of its prior forwarding, as described in this Letter (see item 8.3). It is also recommended that the issuer contact the SEP by telephone before scheduling the private hearing in the system, to verify schedule availability.

In the last five social years, one of the initiatives of the CVM Risk-Based Supervision Plan (available on the worldwide computer network) has been the opening of an administrative process with the objective of analyzing financial statements accompanied by an auditor's report or a special review report issued with a modified opinion.

There has been a significant increase in the number of meeting requests made to the SEP, with the aim of informing the technical area of the existence of an auditor's report/special review report with a modified opinion before the disclosure of financial information to the market.

It is recalled that for all processes of this nature, the SEP sends a letter to the companies requesting a statement regarding the reasons that motivated the auditor's modified opinion.

In light of this, it is recommended that companies evaluate the need to schedule meetings only after notification by the SEP regarding the subject, avoiding the request for a meeting before the disclosure of financial information to the market, taking into account, furthermore, the observance of the rules regarding the treatment of relevant information provided for in CVM Resolution No. 44/21.

8.7 Request for process review

Annual Circular Letter 2022 CVM/SEP

ANNUAL CIRCULAR LETTER 2022 - CVM/SEP

Summary

Lineage: In force