Annual Circular Letter 2023 CVM/SEP

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br OFÍCIO CIRCULAR/ANUAL-2023-CVM/SEP Rio de Janeiro, February 28, 2023.
SUBJECT: General guidelines on procedures to be observed by open companies, foreign companies, and incentivized companies.

Dear Director of Investor Relations/Legal Representative,

In this Circular Letter, the Corporate Relations Superintendence (SEP) guides securities issuers on the procedures to be observed when sending periodic and occasional information. Guidelines are also presented regarding interpretations given by the CVM Collegiate 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 intends to further promote the disclosure of corporate information in a manner consistent with best corporate governance practices, aiming for transparency and equity in relations with investors and the market, as well as minimizing possible deviations and, consequently, reducing the need to formulate requirements and apply penalty fines and sanctions.

This document consolidates the Circular Letters previously issued by the SEP, without, however, dispensing with the reading of applicable norms and monitoring the decisions of the CVM Collegiate, and the update of corporate legislation and regulation must be observed, especially those occurring after the present date.

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

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 Circular Letters/SNC/SEP:
http://conteudo.cvm.gov.br/legislacao/index.html?buscado=true&contCategoriasCheck=1&vi mDaCategoria=/legislacao/oficios-circulares/snc-sep/;
regarding other matters, reading the Circular Letters issued by the other CVM superintendencies, especially those issued jointly with the SEP:
http://conteudo.cvm.gov.br/legislacao/oficios-circulares.html;
regarding the regulation issued by the CVM, reading the reports of public hearings and consultations: http://conteudo.cvm.gov.br/audiencias_publicas/index.html;

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br
4) regarding best corporate governance practices, reading the Brazilian Corporate Governance Code:
https://conhecimento.ibgc.org.br/Paginas/Publicacao.aspx?PubId=21138;
5) regarding the disclosure and use of information, aiming to contribute to avoiding the occurrence of insider trading cases in the Brazilian capital market, reading the Guide of Recommendations and Best Practices for the Prevention of Insider Trading, by AMEC and Vieira Rezende Lawyers:
https://amecbrasil.org.br/wp-content/uploads/2022/12/Vieira-Rezende_AMEC_Guia-dePrevencao-a-Insider-Trading.pdf.

Sincerely,
FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br
Table of Contents
1 The Corporate Relations Superintendence ................................................................... 13
1.1 Digital signature in SEP services.................................................................................................16
2 Issuer Registration .................................................................................................... 16
2.1 Issuer categories......................................................................................................................16
2.2 Issuer registration request.............................................................................................................17
2.3 Obtaining login, password, and code by new companies for use of the Empresas.NET System..............................................................................................................................................18
2.4 Inclusion of the company in the Empresas.NET System .............................................................................19
2.5 Sending documents........................................................................................................................19
2.6 Supervision fee .............................................................................................................................20
2.7 Resubmission of documents.........................................................................................................21
2.8 Financial statements presented in the registration request.......................................................22
2.9 After the granting of open company registration...........................................................................23
2.10 Additional guidelines ........................................................................................................................24
2.11 Registration update........................................................................................................................25
2.12 Issuers of securities deposit certificates (BDR) .................................................................................27
2.13 Category conversion requests...................................................................................................29
2.14 Consequences of non-delivery of information .................................................................................30
2.15 Penalty fines............................................................................................................................30
2.16 Appeal against the application of penalty fine.................................................................................31
2.17 Publication of the list of delinquent issuers............................................................................33
2.18 Ex officio suspension of issuer registration........................................................................................33
2.19 Ex officio cancellation of issuer registration due to information delinquency..........................34
2.20 Sanctioning administrative process .................................................................................................34
2.21 Other grounds for registration cancellation ..................................................................................35
2.21.1 Voluntary registration cancellation ..........................................................................................35
2.21.2 Ex officio cancellation of the issuer's registration due to its extinction.............................37
3 Periodic Information............................................................................................... 38
3.1 Management Report .................................................................................................................38
3.2 Financial statements.................................................................................................................39
3.2.1..Financial institutions authorized to operate by the Central Bank of Brazil..........................47

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br
3.2.2..Early disclosure of financial information....................................................................48
3.2.3..Capital budget...................................................................................................................49
3.2.4..Integrated Report – start of validity of CVM Resolution No. 14/20 ‒ Necessity of
using the “Integrated Report” category in ENET ........................................................................................50
3.2.5..Relevant aspects to be observed in the preparation of Explanatory Notes and the
Management Report ....................................................................................................................50
3.3 Periodic forms........................................................................................................................52
3.3.1..Registration Form ....................................................................................................................52
3.3.2..Reference Form.............................................................................................................53
a. Annual submission of the Form...........................................................................................................53
b. Update of the Reference Form .......................................................................................................54
c. Resubmission of the Reference Form due to public distribution registration .........................57
3.3.3..Standardized Financial Statements – DFP........................................................................58
3.3.4..Quarterly Information – ITR......................................................................................................59
3.3.5..Securitization company reports...........................................................................................................62
3.3.6..Report on Brazilian Corporate Governance Code – Open Companies..............62
3.4 Ordinary General Assembly – OGA......................................................................................................63
3.4.1..Communication of article 133 of Law No. 6.404/76............................................................................64
3.4.2..Management proposal for OGA.........................................................................................65
a. Issuers registered in Category A for which CVM Resolution No. 81/22 applies..........65
b. Issuers registered in Category B and in Category A for which CVM Resolution No. 81/22 does not apply ......................................................................................................................70
3.4.3..Notice of OGA convocation ......................................................................................................70
3.4.4..Summary and minutes of the OGA ..................................................................................................72
3.4.5..Remuneration of administrators/fiscal councilors............................................................73
3.5 Report and communications of the fiduciary agent ..................................................................................74
4 Main Occasional Information................................................................................ 75
4.1 Act and relevant fact.............................................................................................................................75
4.1.1..Distinction between Relevant Fact and Market Communication ......................................................81
4.1.2..Minimum information necessary to be disclosed when acquiring a
society (or corporate participation in another society)....................................................................82
4.2 Extraordinary General Assembly (EGA), Special Assembly (AGESP) and Debentureholders’
Assembly (AGDEB) ...............................................................................................................................83
4.2.1..Notice of convocation of EGA, AGESP and AGDEB...........................................................................84
4.2.2..Management proposal for EGA, AGESP and AGDEB .............................................................87
a. Management proposal – Category A – companies authorized by a market
administrator to trade shares on a stock exchange and having shares in circulation..............................................................................................................................87

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br b. Management proposal – Category B and companies in Category A for which
CVM Resolution No. 81/22 does not apply ..................................................................................................91
4.2.3..Summary and minutes of the EGA, AGESP and AGDEB.......................................................................91
4.3 Projections.............................................................................................................................................92
4.4 Shareholder agreement ...........................................................................................................................93
4.5 Group of companies convention....................................................................................................94
4.6 Bankruptcy petitions and judgments..........................................................................................................94
4.7 Petitions and judgments involving judicial and extrajudicial recovery ...............................................95
4.8 Negotiations by administrators, persons related to them, and subsidiaries, affiliates and
the company itself with securities issued by the company...............................................................................95
4.9 Relevant negotiations.......................................................................................................................98
4.9.1..Recipient of the obligation ............................................................................................................98
4.9.2..Object of the relevant participation ................................................................................................99
a. Shares...............................................................................................................................................99
b. Financial derivative instruments and other securities referenced in
shares.....................................................................................................................................................99
c. ADR, GDR and BDR ............................................................................................................................100
d. Share lending....................................................................................................................100
e. Indirect participation .....................................................................................................................100
4.9.3..Calculation of increase or decrease in participation......................................................................101
4.9.4..Group of persons acting in concert or representing the same interest ......................103
4.9.5..Responsibility of the administrator or manager..........................................................................105
4.9.6..Time and form of disclosure...............................................................................................105
4.9.7..Content of the declaration of increase and decrease in participation............................................106
4.9.8..Disclosure of the declaration by non-resident investor...........................................................107
4.10 Trading policy.......................................................................................................................107
4.11 Investment plan.......................................................................................................................108
4.12 Disclosure policy........................................................................................................................110
4.13 Bylaws ...................................................................................................................................111
4.14 Meetings of the Board of Directors and the Fiscal Council ........................................................111
4.15 Communication of auditor change...............................................................................................112
4.16 Communication on transactions between related parties ..............................................................113
4.17 Communication regarding indemnity contracts ............................................................................118
4.18 Stock-based remuneration plans ....................................................................................118
4.19 Results release........................................................................................................................119
4.20 Material for presentation to analysts / market agents ...........................................................119

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br
4.21 Market maker.......................................................................................................................120
4.22 Installation of the Statutory Audit Committee and election of its members ....................................120
4.23 Communication regarding the holding of live streams.......................................................................121
4.24 Operational data and metrics..........................................................................................................123
5 Common Guidelines for Periodic and Occasional Information ......................................123
5.1 CVM and B3 – Brasil, Bolsa, Balcão (B3) cooperation agreement.......................................................123
5.2 General guidelines.............................................................................................................................124
5.3 Obligation to maintain a webpage on the World Wide Web..........................................126
5.4 Confidentiality request .............................................................................................................127
5.5 Documents in foreign language ..................................................................................................128
6 Special Rules for Issuers...............................................................................128
6.1 Issuers with large market exposure (EGEM) and frequent fixed-income issuer.............128
6.2 Issuers in special situation ........................................................................................................130
6.2.1..Issuers in extrajudicial recovery ...................................................................................130
6.2.2..Issuers in judicial recovery............................................................................................130
6.2.3..Issuers in bankruptcy ................................................................................................................131
6.2.4..Issuers in liquidation ............................................................................................................132
7 Relevant Corporate Events and Other Guidelines.................................................133
7.1 Common guidelines for ordinary and extraordinary general assemblies.........................................133
7.1.1..Shareholder representation in assembly ............................................................................133
7.1.2..Public requests for proxy ......................................................................................................134
7.1.3..Request for list of shareholders' addresses (article 126, paragraph 3, of Law No.
6.404/76) ...............................................................................................................................................136
7.1.4..Installation of the Fiscal Council and election of its members.......................................................136
7.1.5..Election of members of the Board of Directors................................................................140
7.1.6..Plural voting ..................................................................................................................................147
7.2 Remote voting – CVM Resolution No. 81/22.....................................................................................147
7.2.1..Scope of CVM Resolution No. 81/22.........................................................................................147
7.2.2..Remote Voting Bulletin .......................................................................................................149
7.2.3..Frequent filling doubts .....................................................................................153
7.2.4..CICORP System and integration with the Empresas.NET System ...................................................155
7.2.5..Remote voting exercised through service providers................................................156
7.2.6..Remote voting exercised directly......................................................................................157

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

7.2.7. Calculation of votes at the general meeting ...................................................................................157
7.2.8. Proof of uninterrupted ownership of shares in a separate election of the Board of Directors in the case of remote voting.....................................................................160
7.2.9. Presentation of documents – demonstrative table ..........................................................161
7.3 Abuse of voting rights and conflict of interest (article 115, paragraph 1, of Law No. 6.404/76)...................................................................................................................................................162
7.4 Incorporation, merger, and spin-off...............................................................................................................163
7.5 Acquisition of a commercial company by a public company................................................................166
7.6 Conversion of shares...........................................................................................................................168
7.7 Right of withdrawal..............................................................................................................................168
7.8 Capital increase by private subscription......................................................................................169
7.8.1. Surplus of shares in capital increase with credits.............................................................172
7.9 Capital reduction ............................................................................................................................172
7.10 Share grouping.......................................................................................................................173
7.11 Period of prohibition on trading.....................................................................................................174
7.12 Transactions between related parties...............................................................................................177
7.13 Commitments to indemnity ...........................................................................................................180
7.14 Trading in own-issued shares ......................................................................................182
7.14.1 Competence for approval ....................................................................................................183
7.14.2 Limitations...................................................................................................................................184
7.14.3 Economic and political rights of treasury shares ........................................................186
7.14.4 Monthly information on transactions carried out .........................................................................186
7.15 Preferred share dividends (article 203 of Law No. 6.404/76) .................................................186
7.16 Communication regarding non-payment of mandatory dividend due to the company's financial situation...........................................................................................................................................................187
7.17 Late, corrective, or supplementary declarations of dividends............................................187
7.18 Competence of the Board of Directors to deliberate on the issuance of debentures...........187
7.19 Composition of the executive board ...................................................................................................187
7.20 Request for certificates of entries in the corporate books (article 100 of Law No. 6.404/76)..............................................................................................................................................188
7.21 Admission of shareholders in a wholly-owned subsidiary (article 253 of Law No. 6.404/76) .............................192
7.22 Acquisition of own-issued debentures .................................................................................193
7.23 Duties and responsibilities of administrators and controlling shareholder................................193

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

8 Complaints and Reports, Appeals, Inquiries, Requests for Interruption or Suspension of General Meetings, Hearings, and Requests for Review of Processes, Commitment Term Proposals, Calculation of Deadlines, Requests for Information Access, and LGPD
8.1 Complaints and reports involving companies .........................................................................194
8.2 Appeals against decisions or understanding manifestations of the SEP ............................................195
8.3 Inquiries from open, foreign, and incentivized companies.......................................................196
8.4 Requests for interruption or suspension of the general meeting convocation period ..............................196
8.5 Communications with the SEP ..................................................................................................................197
8.6 Requests for hearings by individuals..........................................................................................198
8.7 Request for review of a process..............................................................................................................198
8.8 Commitment term.....................................................................................................................200
8.9 Calculation of deadlines..........................................................................................................................201
8.10 Request for information access.........................................................................................................202
8.11 General Data Protection Law (LGPD)..............................................................................203

9 Empresas.NET System for the Preparation and Delivery of Information ..........................203

10 Guidelines for the Preparation of the Reference Form ......................................205
10.1 Guidelines applicable to the entire Reference Form ..............................................................205
10.1.1 General rules on the preparation and dissemination of information.............................................205
10.1.2 Field "other information deemed relevant"....................................................................206
10.1.3 Scope and content of information provided...............................................................207
10.1.4 Information not applicable........................................................................................................207
10.2 Guidelines for filling out the Reference Form ...................................................208
10.2.1 Issuer's activities (section 1).................................................................................................208
a. Issuer's history (item 1.1).....................................................................................................208
b. Main activities developed by the issuer and its controlled companies (item 1.2) .........................208
c. Information on the issuer's operational segments (item 1.3) .............................................209
d. Information on products and services related to the operational segments disclosed in item 1.3 (item 1.4) .......................................................................................................209
e. Information on the effects of state regulation on the issuer's activities (item 1.6) 210
f. Environmental, social, and corporate governance (ESG) information (item 1.9)..........................210
g. Information related to mixed-economy companies (item 1.10)......................................210
h. Extraordinary business and corporate transactions (items 1.11 to 1.15)..........................................211
10.2.2 Directors' comments (section 2).........................................................................................211

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

a. Financial and equity conditions and results of operations (items 2.1 and 2.2 – former items 10.1 and 10.2) ................................................................................................................................212
b. Significant changes in accounting practices and reservations and emphases present in the auditor's report (item 2.3)............................................................................................................213
c. Events with relevant effects, occurred and expected, in the financial statements (item 2.4).............................................................................................................................................214
d. Non-accounting measurements (item 2.5)...............................................................................................214
e. Events subsequent to the last financial statements closing the social year (item 2.6) ...................................................................................................................214
f. Policy for the allocation of results (item 2.7) ..........................................................................215
g. Business plan (item 2.10).......................................................................................................216
h. Other factors with relevant influence (item 2.11)....................................................................216
10.2.3 Projections (section 3).....................................................................................................................216
a. Disclosure of Projection (item 3.1) ................................................................................................216
b. Monitoring and alteration of projections disclosed during the last 3 social years (item 3.2 – former item 11.2)...................................................................................................217
10.2.4 Risk factors (section 4)...........................................................................................................218
a. Description of risk factors (item 4.1)......................................................................................218
b. Description of market risks (item 4.3)..................................................................................219
c. Judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties (item 4.4).........................................................................................................................220
d. Information on relevant confidential proceedings in which the issuer or its controlled companies are parties that have not been disclosed in item 4.4 (item 4.6 – former item 4.5)....................223
e. Other relevant contingencies not covered by the previous items (item 4.7) .....................223
10.2.5 Risk management and internal controls policy (section 5) ........................................223
a. Description of the risk factor management policy adopted by the issuer (item 5.1) 223
b. Internal controls (item 5.2) ........................................................................................................224
c. Internal integrity mechanisms and procedures adopted by the issuer (item 5.3) .........225
d. Comments on significant changes and expectations (item 5.4) ........................................225
10.2.6 Control and economic group (section 6)......................................................................................225
a. Identification of the controlling shareholder or group of controlling shareholders (item 6.1) ................................225
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 6.2).................................................................................................227
c. Capital distribution (item 6.3)..................................................................................................228
d. Organizational chart of the issuer's shareholders (item 6.5)......................................................................229
10.2.7 General meeting and administration (section 7)..............................................................................229
a. Description of the issuer's administrative structure (item 7.1).......................................................229
b. Description of the Board of Directors' performance (item 7.2)..........................................230
c. Identification of administrators and members of the Fiscal Council (item 7.3)..............................230
d. Identification of members of statutory committees and audit, risk, financial, and remuneration committees (item 7.4) .............................................................................................232

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

e. Subordination, service provision, or control relationships (item 7.6)......................................232
f. Agreements, including insurance policies, for payment or reimbursement of expenses borne by administrators (item 7.7).....................................................................................233
g. Other information deemed relevant (item 7.8) ......................................................................233
10.2.8 Administrator remuneration (section 8)...........................................................................234
a. Description of the remuneration policy or practice of the Board of Directors, the Executive and Non-Executive Board, the Fiscal Council, statutory committees, and audit, risk, financial, and remuneration committees (item 8.1)............................................234
b. Remuneration of the Board of Directors, the Executive Board, and the Fiscal Council (item 8.2)...................................................................................................................................235
c. Variable remuneration of the Board of Directors, the Executive Board, and the Fiscal Council (item 8.3) ...................................................................................................................238
d. Exercise price of options and potential dilution of share-based remuneration of the Board of Directors and the Executive Board (item 8.5)...............................................239
e. Granting of stock purchase options to members of the Board of Directors and the Executive Board (item 8.6)..................................................................................................241
f. Open options of the Board of Directors and the Executive Board at the end of the last social year (item 8.7).......................................................................................................242
g. Exercised options related to share-based remuneration of the Board of Directors and the Executive Board (item 8.8).........................................................................243
h. Granting of restricted shares to members of the Board of Directors and the Executive Board (item 8.10) .......................................................................................................................244
i. Shares delivered related to share-based remuneration of the Board of Directors and the Executive Board (item 8.11).........................................................................245
j. Information necessary to understand the data disclosed in items 8.5 to 8.11 (item 8.12)...........................................................................................................................................245
k. Information, by body, on the holdings held by members of the Board of Directors, the Executive Board, and the Fiscal Council (item 8.13) .........................................246
l. Pension plans in force granted to members of the Board of Directors and executive directors (item 8.14) .............................................................................................246
m. Value of the highest, lowest, and average value of individual remuneration of the Board of Directors, the Executive Board, and the Fiscal Council (item 8.15) .........................................247
n. Contractual arrangements, insurance policies, or other instruments that structure remuneration or indemnity mechanisms for administrators (item 8.16).........................248
o. Percentage of the total remuneration of each body attributed to members of the Board of Directors, the Executive Board, or the Fiscal Council who are related parties to the issuer's controllers (item 8.17)..........................................................................................249
p. Remuneration of members of the Board of Directors, the Executive Board, or the Fiscal Council received for any reason other than the function they hold (item 8.18).................249
q. Remuneration of members of the Board of Directors, the Executive Board, or the Fiscal Council recognized in the results of the issuer's controllers, companies under common control, and controlled companies of the issuer (item 8.19).........................................249
r. Other information deemed relevant (item 8.20 – former item 13.16) ....................................250
10.2.9 Auditors (section 9).....................................................................................................................250
a. Information on independent auditors (item 9.1) ..........................................................250

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
b. Remuneration of independent auditors (item 9.2)................................................................251
c. Other relevant information (item 9.4) ......................................................................252
10.2.10 Human resources (section 10).................................................................................................252
a. Information on the issuer's human resources (item 10.1) ..............................................252
b. Description of the remuneration policy for the issuer's employees (item 10.3).......................253
10.2.11 Transactions with related parties (section 11) ....................................................................253
a. Information on the issuer's rules, policies and practices regarding the conduct of
transactions with related parties (item 11.1)...............................................................................253
b. Information on transactions and treatment of conflicts of interest and
commutativity (item 11.2) ...............................................................................................................253
10.2.12 Share capital and securities (section 12)........................................................................256
a. Share capital (item 12.1 – former item 17.1).................................................................................256
b. Description of the rights of each class and species of shares issued by issuers
foreign (item 12.2)......................................................................................................................257
c. Description of other securities (item 12.3)..................................................................258
d. Number of holders of each type of security described in item 12.3 (item 12.4) ............258
10.2.13 Identification of persons responsible for the content of the Form (section 13)...............258
11 General Guidelines for Incentivized Companies................................................................259
11.1 Registration..............................................................................................................................................259
11.2 Update of registration......................................................................................................................260
11.3 Periodic documents.....................................................................................................................261
11.3.1Financial statements........................................................................................................261
11.3.2Notice of convening of EGM ....................................................................................................261
11.3.3Minutes of the EGM..................................................................................................................................261
11.3.4Registration data of incentivized companies.........................................................................262
11.4 Coercive fine.............................................................................................................................262
11.5 Suspension of registration .......................................................................................................................263
11.6 Cancellation of ex officio registration ..................................................................................................263
11.7 Request for voluntary cancellation of registration...............................................................................263
11.8 Simplified registration .........................................................................................................................263
11.9 Remission of debts..........................................................................................................................264
11.10 Special auctions of titles..............................................................................................................264
12 Risk-Based Supervision Plan – SBR.............................................................265
13 Corporate Governance Best Practices for Listed Companies..........................265
13.1 Disclosure policy........................................................................................................................266

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
13.2 Trading policy.......................................................................................................................267
13.3 Risk management policy..................................................................................................268
13.4 Policy for contracting transactions between related parties....................................................................269
13.5 Dividend policy / Policy for allocation of results...................................................................269
13.6 Corporate calendar......................................................................................................................269
13.7 Preparation of the Reference Form..........................................................................................269
13.8 Timing of disclosure of relevant information........................................................................270
13.9 Shareholders' meeting..........................................................................................................270
13.9.1Convening deadline..................................................................................................................270
13.9.2Agenda and documentation...............................................................................................................271
13.9.3Partners' proposals ..................................................................................................................271
13.9.4Organization of the assembly........................................................................................................272
13.10 Adoption of CVM Advisory Opinion No. 35/08 ..........................................................................272
13.11 Audit committee ........................................................................................................................273
13.12 Monthly submission of the form of securities traded and held provided for in
article 11 of CVM Resolution No. 44/21......................................................................................................274
13.13 Open companies' page on the worldwide computer network.............................................................................275
13.14 Accounting policies manual........................................................................................................275
13.15 Board of Directors..................................................................................................................................275
13.16 Conduct and conflicts of interest ....................................................................................................276
13.16.1 Code of conduct...................................................................................................................276
13.16.2 Policy for prevention and detection of acts of an illicit nature ................................................276
13.17 Remuneration of administrators..................................................................................................277
13.18 Disclosure of information in English......................................................................................277

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br 1 Company Relations Superintendence The Company Relations Superintendence (SEP) is responsible for registration, supervision, guidance, sanctioning and support for standardization activities regarding listed, 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:
Company Relations Superintendence:

Coordinate the work of company monitoring management;
Analyze requests for granting and cancellation of registration of incentivized companies;
Supervise the timely provision of periodic information by companies, application of coercive fines, semi-annual publication of list of delinquent companies;
Analyze appeals against the application of coercive fines; and
Suspend and cancel ex officio (for non-compliance with information) registrations of listed, foreign and incentivized companies.
Company Monitoring Management 1 and 2 (GEA-1 and GEA-2):
Analyze initial registration requests for securities issuers, as well as the update of registrations of companies in public offerings of distribution of securities;
Analyze company inquiries and voluntary cancellations of registration; and
Analyze compliance with the 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 3 and 4 (GEA-3 and GEA-4):
Analyze the regularity of the proposals and decisions of the administration, the deliberations in general assemblies and the conduct of business by controllers and administration bodies;
Analyze complaints involving companies;
Analyze requests for interruption or suspension of the convening deadline for assemblies; and
Presentation of Accusation Terms (ordinary and simplified procedures).
Company Monitoring Management- 5 (GEA-5):

Analyze financial statements with audit reports with modified opinion, as well as carry out analyses focused on specific topics based on risks identified during the supervision work;
Analyze the annual and interim financial statements disclosed by companies, when distributing public securities;
Determine republication of financial statements;
Analyze inquiries and complaints involving financial statements; and
Presentation of Accusation Terms involving financial statements.
The identification of the holders of the organizational components that make up SEP is available on the Securities and Exchange Commission (CVM) page on the worldwide computer network, and can be accessed at https://www.gov.br/cvm/pt-br/composicao/orgaos-especificos/superintendencia-derelacoes-com-empresas.
Service to listed and foreign companies is provided by GEA-1 and GEA-2, according to the activity sectors, as shown in the table below.
Activity Sector Management
Agriculture (sugar, alcohol and sugarcane) GEA-2 Food GEA-2 Leasing GEA-1 Banks GEA-1 Beverages and tobacco GEA-2 Stock exchanges/commodities and futures GEA-1 Toys and leisure GEA-1 Trade (wholesale and retail) GEA-2 Foreign trade GEA-2 Communication and information technology GEA-2 Civil construction, construction materials, decoration GEA-1 Cooperatives GEA-2 Real estate credit GEA-1 Education GEA-2 Packaging GEA-2 Electric energy 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 cellulose GEA-2 Fishing GEA-2

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br 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 companies – Agriculture (sugar, alcohol and sugarcane) GEA-2 Holding companies – Food GEA-2 Holding companies – Leasing GEA-1 Holding companies – Banks GEA-1 Holding companies – Beverages and tobacco GEA-2 Holding companies – Toys and leisure GEA-1 Holding companies – Trade (wholesale and retail) GEA-2 Holding companies – Foreign Trade GEA-2 Holding companies – Communication and information technology GEA-2 Holding companies – Civil construction, construction materials and decoration GEA-1 Holding companies – Cooperatives GEA-2 Holding companies – Real estate credit GEA-1 Holding companies – Education GEA-2 Holding companies – Packaging GEA-2 Holding companies – Electric energy GEA-1 Holding companies – Mineral extraction GEA-2 Holding companies – Factoring GEA-1 Holding companies – Pharmaceutical and Hygiene GEA-2 Holding companies – Printing and publishing GEA-1 Holding companies – Accommodation and tourism GEA-1 Holding companies – Financial intermediation GEA-1 Holding companies – Machinery, equipment, vehicles and parts GEA-1 Holding companies – Metallurgy and steelmaking GEA-2 Holding companies – Paper and cellulose GEA-2 Holding companies – Fishing GEA-2 Holding companies – Oil and gas GEA-1 Holding companies – Private pension GEA-1 Holding companies – Chemical, petrochemical, fuels and rubber GEA-1 Holding companies – Reforestation GEA-2 Holding companies – Sanitation, water and gas services GEA-2 Holding companies – Securitization of receivables GEA-1 Holding companies – Insurance companies and brokers GEA-1 Holding companies – No main sector GEA-1 Holding companies – Medical services GEA-2 Holding companies – Transport and logistics services GEA-2

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br Holding companies – Telecommunications GEA-2 Holding companies – Textile and clothing GEA-2 Service to incentivized companies is provided by the SEP component, and the table above does not apply. It is worth noting that the same division between activity sectors occurs in relation to GEA- 3 and 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 of the documents or electronic actions that were signed or carried out through the so-called "simple login" in some CVM system have now acquired a differentiated level of requirement from the effects of Decree No. 10.543/20, on 01.07.2021.
Regarding the activities within the competence of SEP, the signature must be advanced or qualified, silver or gold level on the Digital Citizenship Platform (.GOV.BR), in the following cases: (i) request for registration of a securities issuer, in category A, within the scope of CVM Resolution No. 160/22 ; (ii) filing of a penalty appeal; (iii) request for confidential treatment of information/documents provided as a result of compliance with requirements made within the scope of CVM Resolution No. 80/22 (article 61, paragraph 3); (iv) inquiries requesting confidential treatment; and (v) request for exception to immediate disclosure of Relevant Fact (article 7 of CVM Resolution No. 44/21). It is worth noting that for signing the Commitment Term with CVM, regardless of whether the process originated in SEP or not, advanced signature is also required. Other information about the required signature level in electronic interactions with the Autarchy is available on the CVM website, accessible via the link 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-administracao-publica-federal. 2 Issuer Registration
2.1 Issuer categories
In accordance with article 3 of CVM Resolution No. 80/22, there are two categories of registration for securities issuers, according to the species of securities admitted to public trading:

Category A, which authorizes the trading of any of the issuer's securities in regulated securities markets; and
Category B, which authorizes the trading of the issuer's securities in regulated securities markets, except those identified below:
a) shares and depositary receipts of shares; or

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br b) securities that confer on the holder the right to acquire the securities mentioned in letter "a", as a result of their conversion or the exercise of the rights inherent to them, since issued by the issuer of the securities mentioned in letter "a" itself or by a company belonging to the group of the aforementioned issuer. Note that Chapter IV (Obligations of the Issuer) of the Resolution establishes in its Sections II and III, which deal, respectively, with mandatory periodic and occasional information, specific rules for each category of issuer regarding the discipline of information provision. As provided for in article 3 of CVM Resolution No. 80/22 and in item I of articles 1 and 2 of Annex A of the aforementioned normative, securities issuers will indicate, at the time of registration, in which of the categories they wish to register, according to the species of securities they intend to have publicly traded. Thus, it will be up to the issuer to choose the regime of obligations to which they wish to submit. Finally, attention is called to the fact that, in accordance with article 2 of Annex J of CVM Resolution No. 80/22, foreign companies must obtain registration in Category A or B, according to the classification contained in items I and II of the aforementioned article.
2.2 Issuer registration request
Since 02.04.2018, the issuer registration request, as well as all documents related to the registration requests for listed companies, provided for in CVM Resolution No. 80/22, must be delivered, exclusively, electronically through the Empresas.NET System, whose access must be made through the CVM page on the worldwide computer network at the link https://www.rad.cvm.gov.br/ENET. After the installation of the Empresas.NET System, it will be necessary to use provisional login and password to send the documents. In cases of initial registration request with concomitant request for registration of public offering of distribution of securities, the requirements to be formulated within the scope of the initial registration process will be forwarded to the applicant through a Joint Office with the Superintendence of Securities Registration (SRE), in accordance with Resolution No. 160/22.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br As provided for in CVM Resolution No. 80/22, with the alteration given by CVM Resolution No. 162/22, the initial issuer registration applicant may request that the analysis of their application 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 if there is withdrawal or denial; and b) declare the justification for the confidentiality of the requests, including the reasons why its disclosure may represent a competitive advantage to other economic agents or put the legitimate interest of the company at risk.
In addition, the initial issuer registration request made together with the request for reserved analysis of registration of public offering of distribution of shares, as well as all documents related to the registration requests for listed companies, provided for in CVM Resolution No. 80/22, must be presented, exclusively, electronically through the Empresas.NET System, as instructed in the following sections of this Circular Office. It is worth noting that, if the registration request presented under reserved analysis escapes control, it is the responsibility of the issuer to disclose it immediately, in accordance with CVM Resolution No. 44/21. It is alerted that CVM Resolution No. 162/22 altered and included articles in sections I (Registration Request) and II (Exemption from Registration) of CVM Resolution No. 80/22. Finally, it reminds issuers requesting registration (Categories A and B) without concomitant distribution of securities offering about the incidence and collection of the supervision fee, on requests filed from 2022 onwards, given the legal and regulatory updates, with the issuance, on 01.10.2021, of Provisional Measure No. 1.072, converted into Law No. 14.317/22, as detailed in item 2.6 of this Circular Office.
2.3 Obtaining login, password and code by new companies for use of the
System Empresas.NET
The request for provisional login, password and code for sending, through the Empresas.NET System, the documents related to the registration requests for listed companies must be made by the Investor Relations Director (DRI) or proxy designated by him, by sending the information below to the email suporteexterno@cvm.gov.br:

Reference: Request for authorization to send documents through the Empresas.NET System (company requesting registration of listed company)
Company registration data:
Company name / CNPJ
Applicant's registration data:
Name of the DRI or proxy / CPF / E-mail / Contact phones

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

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

The login and password of a company exempt 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 is saved, the company's name will appear in the Empresas.NET System so that the applicable documents can be created (Registration Form, Quarterly Information, Standardized Financial Statements, and Reference Form). It is noted that the structured documents Registration Form (FCA), Quarterly Information (ITR), Standardized Financial Statements (DFP), and Reference Form (FRE) have been migrated to the web platform, as stated in Circular Letter No. 4/2021-CVM/SEP, Circular Letter No. 5/2021-CVM/SEP, Circular Letter No. 6/2021-CVM/SEP, and Circular Letter No. 7/2022-CVM/SEP, all 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 emphasized 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 Securities Registration Superintendence (SRE) must be sent in accordance with the procedures and guidelines established by that Superintendence. It is requested that the last document to be presented for the purpose of the application for registration of a public company, among those provided for in Annex A of CVM Resolution No. 80/22, be the registration request, provided for in paragraph 1, item I, of said annex, signed by the Investor Relations Director, preferably mentioning each document uploaded (joint 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 noted that paragraph 1 of article 5 of CVM Resolution No. 80/22 provides that the counting of the period for analysis of the registration application provided for in the caput shall only begin on the date of protocol of the last document that completes the set of documents necessary for the instruction of the registration application, as indicated in Annex A of this Resolution. It is also requested that the issuer does not make partial protocols. 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 application after the submission of all other necessary documents. Documents must be uploaded in the appropriate associations (category, type, and species), as the protocol of documents inadequately categorized prevents 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 noted that the category "Documents for registration of company at CVM", type "Other documents (CVM)", should only be used in the case where there is no specific category or types. Furthermore, the issuer must use a specific category, which indicates whether the document is being directed to the CVM or to B3.

2.6 Inspection Tax
Law No. 7.940/89, regarding the collection of the Inspection Tax on securities and capital markets, resulting from the exercise of police power legally attributed to the CVM, was amended by Law 14.317/22, with impact on public companies, foreign companies, and incentivized companies, among the changes promoted, the collection of the tax (i) changed from quarterly to annual, to be paid in full with respect to the entire year to which it refers; and (ii) became mandatory upon the protocol of the initial registration application, when there is no concomitant public offering of securities, to be paid according to the taxpayer's net equity on December 31 of the previous year, pro rata payment not being admitted, and must be integral, regardless of the date of the application. If the initial registration application of an issuer is with concomitant application for registration of public offering of distribution of securities, the tax to be paid is the one related to the public offering and will be verified by the Securities Registration Superintendence (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 payment of the inspection tax on securities and capital markets governed by Law No. 7.940/1989, to be observed by issuers/offering parties and intermediaries in public offerings of securities. The value of the Inspection Tax, due by issuers of securities, who are requesting initial registration without concomitant application for registration of public offering, will be calculated according to the taxpayer's net equity on December 31 of the previous year or, in the event that the issuer was constituted subsequently, the Tax must be paid by the lower value provided for in the range applicable to the taxpayer, according to items I and II as provided in article 4 of paragraph 4 of Law No. 14.317/22.

There will be no overlap or double taxation of the Inspection Tax in the event of initial registration application as an issuer of securities concomitant with the application for registration of public offering of securities, according to paragraph 9 of article 4 of the aforementioned Law.
In initial registration applications of issuers without concomitant registration of public offering, where the inspection tax will be due, according to item V of article 4 of Law No. 7.940/89, companies that have a differentiated fiscal year, that is, whose closing of the fiscal year does not coincide with the closing of the civil year (12/31), must present a declaration signed by the Investor Relations Director informing the value of the company's net equity on December 31 of the previous year. This declaration must be presented in the Empresas.NET System along with the rest of the documentation that makes up the initial protocol of the registration application. It will not be necessary to present such a declaration if the company is already required to present, at the time of the registration application, an ITR Form referring to the quarter ending on 12/31 of the previous year, by virtue of item XV of article 1 of Annex A of CVM Resolution No. 80/22. Doubts regarding the payment of the inspection tax may also be sent to the CVM's Collection and Debt Management Department (GEARC) via email gearc@cvm.gov.br. The CVM also maintains a dedicated page to disclose various aspects related to the inspection tax, available via the link https://www.gov.br/cvm/pt-br/assuntos/regulados/taxa-de-fiscalizacao. It is noted that no process will be opened for analysis of the initial registration application of an issuer if the GRU (Payment Slip) proving payment of the tax 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 amount than due was paid, there will be a need for complementary payment, with the respective charges, calculated from the date on which the registration application was protocolled. The annual tax will be charged in full to taxpayers registered with the CVM, even if the issuer's registration period remains active for a period less than 365 (three hundred and sixty-five days) in the tax year. There is no distinction in collection between Categories A and B. Here is the link to the CVM page for filling out and printing the GRU for payment of the Inspection Tax: https://cvmweb.cvm.gov.br/SAR/FormPesqGRU.aspx. It is noted that debts related to the Inspection Tax may be registered as active debt, with their respective legal additions.

2.7 Re-presentation of documents
During the analysis process of the application for registration of a public company, documents may be re-presented through the Empresas.NET System for eventual compliance with requirements or improvements.
It is worth clarifying that re-presented documents will not be versioned within the Empresas.NET System.

2.8 Financial statements presented in the registration application
Paragraph 3 of article 3 of CVM Resolution No. 80/22 establishes that shares, subscription bonuses, debentures convertible or exchangeable into shares, or deposit certificates of these securities issued by an issuer in the pre-operational phase registered in category A can only be traded in regulated markets among qualified investors. Paragraph 5 of the same article defines that the issuer will be considered pre-operational until it presents revenue from its operations, in a financial statement audited by an independent auditor registered with the CVM. CVM Resolution No. 160/22 also establishes other requirements regarding the offering for issuers in pre-operational condition. Due to these restrictions, some companies requesting initial registration have asked for exemption from such requirements, considering that, despite not presenting revenue from their operations in an annual financial statement, they can demonstrate their operational character in a different way, especially using Combined Financial Statements, a specific situation presented below. More recent cases can generally be separated into two large groups: (i) companies that promoted a corporate restructuring in the same fiscal year in which they are requesting registration, to incorporate operational companies or part of these operational companies due to restructuring, with the company requesting registration not being operational, or even not existing, in previous fiscal years; and (ii) companies that, at the time of the registration application, are still in a pre-operational situation, but whose corporate restructuring that will make them operational is scheduled to occur during the analysis process of the registration application, or at a moment immediately following. In companies of the first group, by virtue of item VIII, "b", of article 1 (or item XI, "b", of article 2, in the case of foreign issuers) of Annex A of CVM Resolution No. 80/22, the companies present, at the time of the registration application, financial statements specifically prepared for registration purposes, with a recent date, in which the new asset structure is already reflected in these statements, including presenting operational results. However, they are still unable to meet the requirement of article 3, paragraph 5, of CVM Resolution No. 80/22, as they do not present revenue in an annual financial statement, but rather in an interim one. In recent cases of this kind 1, companies have presented Combined Financial Statements in order to simulate the operational history of the new company. In the second group, the financial statements specifically prepared for registration purposes of the company are immaterial, as they do not present any indication about the asset and financial structure of what the company will become after the planned restructuring. In these cases 2, companies have resorted to presenting Combined Financial Statements not only for historical purposes, but also to simulate the present
portrait of the configuration that the company will acquire in the future, after the granting of the registration.

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

Nevertheless, since it is a formal requirement present in a CVM Resolution, in any of the cases, the exemption of the requirements can only be granted by the CVM Board, through a reasoned request, presented together with the registration application, on which the SEP will have the opportunity to manifest itself.
In this sense, it is worth highlighting that the Board has been accepting the exemption requests made by companies, in consonance with characteristics present in previous cases.
Also, in some cases analyzed, reservations were made by the issuer in its Reference Form that the information from the Combined Financial Statements should not be used in the last instance for the taking of any investment decision in the company. It is emphasized that, although by the Technical Pronouncement CPC 44 – Combined Financial Statements there are limitations that must be mandatorily disclosed, the aforementioned 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 15 and 18 of CVM Resolution No. 80/22. The limitations that combined statements present do not necessarily mean that they are not suitable for investment decision making. Furthermore, information that should not be used in the last instance for the taking of any investment decision in 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 noted 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 Resolution No. 141/22. Thus, even if the Combined Financial Statements refer to a quarterly period, and are being presented to replace the immateriality of an ITR Form, they must be audited and not only reviewed. In the context of CVM process No. 19957.006640/2021-95 3, on 12.04.2022, in a Board meeting, this understanding was confirmed.

2.9 After the granting of the public company registration
Once the registration of a public company is granted, the CVM will send a letter informing 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-present the Reference and Registration Forms with the update of the public company registration data.
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 available in the Empresas.NET System. Once the individual form of each director, member of the Board of Directors, of the Fiscal Council, and of any organs with technical or consultative functions created by statutory provision is completed, the consolidated form will be generated automatically. In the same way, upon sending the individual form, the system will also automatically send the consolidated form.

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

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 OCR ("Optical Character Recognition") technology has been used, which allows recognizing text characters in the files, and the appropriate resolution must be applied to the file in order to preserve especially 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 protocolled in the Empresas.NET System be manually signed and subsequently digitized. Preferably, originally digital documents should be protocolled. The financial statements required for the purpose of analysis of the issuer's registration application, in accordance with Annex A of CVM Resolution No. 80/22, with alteration given by CVM Resolution No. 162/22, are the following:
a) financial statements specifically prepared for registration purposes, in accordance with articles 27 and 29 of the Resolution, referring to: (i) the last fiscal year, provided that such statements adequately reflect the asset structure of the issuer at the time of the registration application; or (ii) a subsequent date, preferably coinciding with the date of closing of the last quarter of the current year, but never earlier than 120 (one hundred and twenty) days counted from the date of the registration application, if: (i) a relevant alteration in the issuer's asset structure occurred after the date of closing of the last fiscal year; or (ii) the issuer was constituted in the same year as the registration application. It is noted that the presentation of financial statements specifically prepared for registration purposes with a reference date subsequent to the closing of the year should only occur in cases where there was 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 A to CVM Resolution No. 80/22, the management comments referred to in item IX of the mentioned article must be presented; b) financial statements referring to the last 3 (three) fiscal years, prepared in accordance with the accounting standards applicable to the issuer in the respective years. 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, in accordance with article 31 of the Resolution, referring to the quarters of the current fiscal year, provided that more than 45 (forty-five) days have elapsed from the closing of each quarter. Regarding the concept of "relevant alteration in the issuer's asset structure after the date of closing of the last fiscal 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, for example, 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).

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

It should be clarified that the financial statements especially prepared for registration purposes provided for in item “a” of item VIII of article 1 of Annex A of CVM Resolution No. 80/22 must refer to the last social year immediately preceding the date of the registration request.

It is emphasized that, if the financial statements especially 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 request, the reasons why it believes that the financial statements at the end of the last year do not reasonably reflect the issuer's equity structure at the time of the registration request, in accordance with item IX of article 1 of Annex A of CVM Resolution No. 80/22. The Standardized Financial Statements Form – DFP and the Quarterly Information Form – ITR will correspond to the dates of the respective financial statements, according to the criteria mentioned above. The financial statements closing the social year must serve as the basis for completing the DFP, and the interim financial statements for the ITR.

According to item XIII of article 1 of Annex A of CVM Resolution No. 80/22, the DFP Form to be presented within the scope of the registration request must refer to the last 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 change in the issuer's equity structure after the date of closing of the last social year”, or because the issuer was constituted during the year, the DFP Form for Financial Statements for registration purposes should not be presented, nor should the DFP Form referring to the last social year be presented.

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

2.11 Registration Update

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

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

It is emphasized that the response letter to the requirements formulated by the SEP, when registering public distribution offers of securities from already registered companies, must be submitted via the CVM Digital Protocol.

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

The CVM 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 through all stages. For more information, one should access the link:
http://conteudo.cvm.gov.br/menu/atendimento/protocolodigital.html. In accordance with article 7-B of CVM Resolution No. 80/22, 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 application be carried out by the SEP in a reserved manner. Such a request must be filed using an advanced or qualified digital signature, pursuant to Decree No. 10.543/20.

In these cases, at the time of requesting the protocol, an electronic form called “Digital Document Protocol” is filled out, with the data of the request object and indication of the filed documents. The reserved nature of the request must be signaled at this time in the following fields:
i) In item 1. “Document Data”: in the “Request Description” field, after specifying the registration request for the offer and, if applicable for registration, the applicant must insert the phrase “under reserve, in accordance with article 7-B of CVM Resolution No. 80/22”; and ii) In item 2. “Files”: the “Confidential” check box must be marked.

It is emphasized that, if the registration request presented under reserved analysis escapes control, it is the issuer's responsibility to disclose it immediately, 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, made under the reserved analysis regime provided for in article 7-B of CVM Resolution No. 80/22, the initial petition, the Reference Form (although prepared in the Empresas.NET System), and the other documents of the already registered issuer must be submitted via the CVM Digital Protocol, and not via the Empresas.NET System.

It is emphasized that companies are subject to the provisions of paragraphs 3, in the case of Category A, and 4, in the case of Category B, of article 25 of CVM Resolution No. 80/22, which determines that the company must update the corresponding fields of the Reference Form within 7 (seven) business days of the occurrence of a set of facts.

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

Therefore, in the event of the need to update the Reference Form due to the hypotheses provided for in article 25, the company must update the Reference Form within the determined period, emphasizing that: (i) the updated fields must be strictly limited to those strictly necessary due to the triggering event; and (ii) the SEP must be notified by email of the update, informing the sections and fields of the FRE that were updated and the regulatory 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).

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

2.12 Issuers of securities deposit certificates (BDR)

Securities deposit certificates or Brazilian Depositary Receipts (BDR) are, according to the definition in article 1, item I, of CVM Instruction No. 332/00, certificates issued by a depositary institution in Brazil and representing securities issued by a public company or similar company whose headquarters is located abroad (in the case of deposit certificates for shares traded abroad) and in Brazil or abroad (in the case of deposit certificates for securities representing debt instruments).

Such instruments may have as collateral, according to the conditions set forth in article 1 of Annex J to CVM Resolution No. 80/22: (i) shares issued by issuers that have headquarters outside of Brazil (foreigners), who are registered and subject to supervision by the regulatory entity of their main trading market; or (ii) securities representing debt listed or admitted to trading on a stock exchange or 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 in the individual, separate, or consolidated financial statements, whichever 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 of 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, i.e., 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 a securities market operating entity approved by the CVM.

In the case of a subsequent public distribution offer of BDRs, the percentage provided for in item I, “a”, of the caput of article 1 of Annex J to CVM Resolution No. 80/22 is increased to 65% (sixty-five percent), as provided for in paragraph 6 of said article 1. The classification as a “issuer authorized to issue BDR” will be verified at the time of (i) issuer registration with the CVM, (ii) public distribution offer of deposit certificates for shares, and (iii) registration of a BDR program.

Compliance with this 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 J to CVM Resolution No. 80/22.

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 conducting a public distribution offer of securities deposit certificates – BDR or the registration of a BDR program.

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

A 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 issuer of the securities referred to in item “a” or by a company belonging to the group of the aforementioned issuer; or
II. in Category B, in other cases.

Article 3 of Annex J to CVM Resolution No. 80/22 provides that the following persons must designate legal representatives domiciled and resident in Brazil, with powers to receive citations, notifications, and intimations regarding actions proposed against the issuer in Brazil or based on Brazilian laws or regulations, as well as to represent them broadly before the CVM, being able to receive correspondence, intimations, 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 indicating awareness of the powers conferred upon them and the responsibilities imposed by Brazilian Law and regulations. In the event of resignation, death, interdiction, impediment, or change of status that disqualifies the legal representative from performing the function, the issuer has a period of 15 (fifteen) business days to promote its replacement.

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

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

Information regarding the Legal Representative must be included in item 5 of the Registration Form (DRI or person equated). Furthermore, minutes of Board meetings, Board of Directors meetings, assemblies, or other documents dealing with the election or dismissal of the Legal Representative must be sent via the Empresas.NET System, within the deadlines provided for in CVM Resolution No. 80/22.

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

It is worth highlighting, furthermore, 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 subject to the supervision of the regulatory body of that country.

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

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

2.13 Category Conversion Requests

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 to another, through a request sent to the SEP, whose procedures and requirements are regulated in articles 9 to 13 of CVM Resolution No. 80/22. In accordance with article 7-B of CVM Resolution No. 80/22, the applicant for conversion from Category B to Category A with simultaneous registration of a public distribution offer of shares may request that the analysis of their application be carried out by the SEP in a reserved manner.

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

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

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

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

2.14 Consequences of Failure to Submit Information

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

2.15 Penalty Fines

On 01.10.2021, CVM Resolution No. 47/21 entered into force, providing that the superintendencies responsible for monitoring the submission of information must publish, by December 15 of each year, on the CVM's page on the worldwide web, a list of periodic information that must be disclosed by participants in the following exercise, indicating the respective submission deadlines and normative bases, and alerting that the non-disclosure of information within the indicated deadlines subjects the application of the daily fine provided for in Annex 3 of CVM Resolution No. 47/21 (CVM Calendar), accessible via the link: https://www.gov.br/cvm/pt-br/assuntos/regulados/envio-de-informacoes-a-cvm-calendario.

Regarding issuers of securities, Annex 3 of the Resolution provides for the following daily penalty fine values for those who fail to comply with the established deadlines for submitting periodic information, applicable until the date the obligation is fulfilled or for a maximum period of 60 (sixty) days:
a) Issuers registered in Category A:
(i) R$ 1,000.00 (one thousand reais): for the Reference Form, the quarterly information form – ITR, the standardized financial statements form – DFP, and the financial statements accompanied by the documents required by specific regulations; and (ii) R$ 500.00 (five hundred reais): for other documents. b) Issuers registered in Category A in judicial or extrajudicial recovery:
(i) R$ 500.00 (five hundred reais): for the Reference Form, the quarterly information form – ITR, the standardized financial statements form – DFP, and the financial statements accompanied by the documents required by specific regulations; and

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

(ii) R$ 250.00 (two hundred and fifty reais): for other documents. c) Issuers registered in Category B:
(i) R$ 600.00 (six hundred reais): for the Reference Form, the quarterly information form – ITR, the standardized financial statements form – DFP, and the financial statements accompanied by the documents required by specific regulations; and (ii) R$ 300.00 (three hundred reais): for other documents. d) Issuers registered in Category B in judicial or extrajudicial recovery:
(i) R$ 300.00 (three hundred reais): for the Reference Form, the quarterly information form – ITR, the standardized financial statements form – DFP, and the financial statements accompanied by the documents required by specific regulations; and (ii) R$ 150.00 (one hundred and fifty reais): for other documents.

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

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

It is alerted that, in accordance with article 11 of CVM Resolution No. 47/21, the application of a penalty 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 penalty fines

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

In line with the provisions of paragraph 12 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 penalty 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:

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br Central de Sistemas > Inspection Fee and Fines (left menu) > Appeals Against Coercive Fines (right menu) > log in to CVMWeb System (logging in with GOV.BR account, with silver (or gold) signature) > Fee and Fine (Coercive Fine Appeal, in the central menu) > New Collection System.

The appeal must be presented in a written and reasoned petition, immediately accompanied by the documents on which the appellant's argumentation is based, and must be addressed to the person who issued the challenged decision.
The company must present the arguments and documents it deems necessary. The appeal must not be sent by email or through the CVM Digital Protocol, and if the company encounters technical problems, it must report them to External Support, by email to 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 due date for the fine is not altered by 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, file a request for reimbursement with the CVM Collection Management, by email to gearc@cvm.gov.br, or whether to not pay the fine and, if the appeal is not granted, pay the fine plus charges due to late payment. To request restitution, 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) must be observed. To access the electronic restitution and compensation service, the user must have a login and password on the Gov.Br Platform at the silver or gold level.

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

It is alerted that the mere allegation that the document was sent through the Empresas.NET System within the period established in the regulation, but using the incorrect association (Category/Type/Species), does not constitute grounds for granting the appeal, for which consultation with Chapter 3 of this Circular Letter is recommended, where the correct associations to be used in the case of sending periodic documents are listed.

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

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

It is emphasized that, in accordance with article 20 of Resolution No. CVM 47/21, at the request of the Appellant, the person who decided on the appeal must appreciate, within the scope of the request for reconsideration, the allegation of the existence of omission, obscurity, contradiction, or material or factual error in the decision, without which the appeal will not be known. The request for reconsideration must be presented within a period of 5 (five) business days counted from the communication referred to in article 19 of the aforementioned Resolution and must be addressed to the person who applied the fine. A reconsideration request that is untimely or filed by a person other than the appellant will not be known.

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

In this sense, it is recommended that issuers maintain contact with the CVM 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 63 of Resolution CVM No. 80/22 (with legal provision in article 11, paragraph 11, 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 the aforementioned Law, which will only be imposed with the observance of the procedure provided for in paragraph 2 of article 9 of Law No. 6.385/76 (administrative process preceded by an investigative stage), and for this reason, there is no possibility of transforming or converting 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”), for which the cited appeal is not appropriate in the case of application of coercive fines.

2.17 Publication of the list of delinquent issuers
Article 64 of Resolution CVM No. 80/22 provides that the SEP will publish semi-annually, on the CVM page on the worldwide computer network, a list of issuers who are in default for at least 3 (three) months in the fulfillment of any of their periodic obligations.
It is worth noting 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 57 of Resolution CVM No. 80/22 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 for in the sole paragraph of article 57 of Resolution CVM No. 80/22, 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 contained in its Registration Form (see item 3.3.1), and by means of a communication on the CVM page on the worldwide computer network.

The issuer whose registration is suspended may request the reversal of the suspension by means of a reasoned request, sent to the SEP, accompanied by documents proving the fulfillment of 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 58 of Resolution CVM No. 80/22.
It is worth remembering that, in accordance with article 65 of Resolution CVM No. 80/22, the repeated non-observance of the deadlines established for the presentation of periodic information and eventual information provided for in the Resolution constitutes a grave offense for the purposes of paragraph 3 of article 11 of Law No. 6.385/76, subjecting those responsible to the penalties provided for in said article 11, with the observance of the procedure provided for in paragraph 2 of article 9 of Law No. 6.385/76.

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

2.19 Ex officio cancellation of issuer registration due to non-payment of information
Article 59 of Resolution CVM No. 80/22 provides for two hypotheses for ex officio cancellation of issuer 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 contained in its Registration Form (see item 3.3.1), and by means of a communication on the CVM page on the worldwide computer network, in accordance with the sole paragraph of article 59 of Resolution CVM No. 80/22.

2.20 Sanctioning administrative process
As provided for in article 65 of Resolution CVM No. 80/22, it constitutes a grave nature offense, for the purposes provided for in paragraph 3 of article 11 of Law No. 6.385/76:
a) the disclosure to the market or delivery to the CVM of false, incomplete, inaccurate, or misleading information; b) the repeated non-observance of the deadlines established for the presentation of periodic information and eventual information provided for in the Resolution; and c) the non-observance of the deadline established in article 132 of Law No. 6.404/76, for the holding of the ordinary general assembly.

Regarding the delay in providing information, as provided for in article 11 of Resolution CVM No. 47/21, the application of a coercive fine does not preclude the eventual assessment of responsibility in accordance with article 11 of Law No. 6.385/76.
For its part, in accordance with article 19 of Resolution CVM No. 44/21, it constitutes a grave offense, for the purposes provided for in paragraph 3 of article 11 of Law No. 6.385/76, the transgression of the provisions of that Resolution, and the CVM must communicate to the Public Ministry the occurrence of the events provided for in the aforementioned Resolution that constitute a crime.

Therefore, the CVM may investigate through an administrative process the eventual responsibility of administrators (and when applicable, the trustee, the syndic, 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 Resolution CVM No. 44/21 and Resolution CVM No. 80/22 (article 9, item V, of Law No. 6.385/76).

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

2.21 Other hypotheses for cancellation of registration
2.21.1 Voluntary cancellation of registration
Resolution CVM No. 80/22 establishes differentiated rules for the voluntary cancellation of registration, according to the category in which the issuer is registered.
Article 51 of the Resolution conditions the cancellation of registration of Category B issuers to the 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 previous items, provided that the totality of securities is reached.

If the redemption of securities in circulation or the maturity of the deadline for payment of securities in circulation has occurred, without the total amount having been paid to investors, the issuer must deposit the amount due in a commercial bank and leave it at the disposal of the investors. The issuer who has made this deposit must also disclose a Relevant Fact stating:
a) the decision to cancel the registration with the CVM;

b) the realization of the deposit, mentioning the value, banking institution, branch, and checking account; and c) the procedures that must be adopted by holders who have not yet received their credits to receive them.

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

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

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

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

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

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

It is emphasized that the cancellation of registration of a foreign issuer that sponsors a depositary receipt program – Level II or Level III BDR – depends on the issuer's compliance with the requirements for the cancellation of the BDR program provided for in specific regulation (currently, CVM Instruction No. 332/00), as provided for in article 53 of Resolution CVM No. 80/22.

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

It is worth remembering that article 56 of Resolution CVM No. 80/22 provides that the issuer is responsible for disclosing the information of approval or denial of 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 54 and 55 of Resolution CVM No. 80/22, formalizing the request, without which the company, although a wholly-owned subsidiary, will continue 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, and the non-sending subjects the Company's administrators to eventual responsibility assessment.

Finally, it is clarified that the issuer is liable for the inspection 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) through supporting documentation, such as, for example, the publication of financial statements.

2.21.2 Ex officio cancellation of issuer 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 the transfer of all assets to other societies.

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

It is also clarified that the company is liable for the inspection fee for the year in which its extinction occurs in full, pro-rata calculation being impossible. 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) through supporting documentation, such as, for example, the publication of financial statements.

It is worth noting 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 assembly that approved the operation, observing the pertinent norms issued by the CVM.

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

Resolution CVM No. 80/22, in its article 59, 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 contained in its Registration Form (see item 3.3.1), and by means of a communication on the CVM page on the worldwide computer network, in accordance with the sole paragraph of article 59 of Resolution CVM No. 80/22.

3 Periodic Information
3.1 Management report
Article 133 of Law No. 6.404/76 establishes that, in addition to the financial statements and other documents cited, open companies must publish the management report on social business and main administrative facts that occurred in the last fiscal year. This document must be sent to the CVM included in the financial statements and in the DFP Form (see items 3.2 and 3.3.3).

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

The management report must be prepared by issuers in line with the information disclosed by them in section 2 of the Reference Form (Directors' Commentary).

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

The management report should cover information regarding decisions made based on guidance received from the controlling shareholder regarding the company's activities — investments, contract signing, pricing policy, among others — as well as the effects of such decisions, quantifying whenever possible, 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 outlook and plans for the current and future fiscal years, especially those related to the goals the company should pursue in meeting its corporate purpose, based on objective premises and foundations, and, if applicable, in light of what is defined in Multi-Year Plans.

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

3.2 Financial Statements

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

It is alerted that paragraph 1 of article 27 of CVM Resolution No. 80/22 determines that the financial statements of national or foreign issuers must be accompanied by the following documents:
a) 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 and discussed the opinions expressed in the independent auditors' report, informing whether they agreed or disagreed with such opinions and the reasons, in case of disagreement; f) declaration by the directors responsible for preparing the financial statements, in accordance with the Law or the corporate bylaws, that they reviewed, discussed, and agreed with the financial statements; g) summary annual 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 summary annual 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, for meeting, among others, the requirements established in that 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 obliged (in the form of article 27, paragraph 1, item VIII, of CVM Resolution No. 80/22 and the sole paragraph, item III, of article 10 of CVM Resolution No. 81/22) to present an opinion on the financial statements issued by an audit committee (statutory or not) or an equivalent body to the Fiscal Council, if that committee or body has issued the aforementioned 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, forward, together with the financial statements, the opinion issued by that body, accompanied by any dissenting votes.

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

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

In accordance with paragraph 4 of article 177 of Law No. 6.404/76, the financial statements must be signed by the administrators and by legally qualified accountants.

Technical Pronouncement CPC No. 09, initially approved by CVM Deliberation No. 557/08 (revoked) and currently approved by CVM Resolution No. 117/22, aims to establish criteria for the preparation and disclosure of the Statement of Added Value ("DVA"), required by articles 176, 177 and 188 of Law No. 6.404/76, as amended by Law No. 11.638/07.

It has been observed that the DVAs that make up the Financial Statements, the DFP Forms and the ITR Forms of certain Open Companies have been presented with a level of detail lower than that established in items 15, 30 and 33, Models I, II and III, of the aforementioned pronouncement.

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

Thus, the aforementioned Financial Statements are, in principle, out of compliance with the provisions of articles 176, 177 and 188 of Law No. 6.404/76, as they do not comply with the rules expressed by the CVM, among which is Technical Pronouncement CPC No. 09, whose items 15, 30 and 33 are clear.

The second part of the DVA must present in detail how the wealth obtained by the entity was distributed. The main components of this distribution are presented below:

Personnel – values appropriated to the cost and result of the period in the form of:

Direct Remuneration – values related to salaries, 13th salary, board of directors' fees, vacation, commissions, overtime, employee profit sharing, etc.
Benefits – values related to medical assistance, food, transportation, retirement plans, etc.
FGTS – amounts due to employees and deposited in a linked account.
Taxes, fees and contributions – values related to income tax, social contribution on profit, INSS contributions (including Work Accident Insurance values) that are the employer's burden, as well as other taxes and contributions to which the entity is subject.
Federal – includes taxes due to the Union, including those that are passed on in whole or in part to States, Municipalities, Autonomous Agencies, etc., such as: IRPJ, CSSL, etc. It also includes the employer's union contribution.
State – includes taxes due to the States, including those that are passed on in whole or in part to Municipalities, Autonomous Agencies, etc., such as IPVA.
Municipal – includes taxes due to Municipalities, including those that are passed on in whole or in part to Autonomous Agencies or any other entities, such as ISS and IPTU.
Remuneration of third-party capital – values paid or credited to external capital financiers.
Rents – rent values (including operational leasing expenses) paid or credited to third parties, including those added to assets.
Others – values of remunerations that constitute a transfer of wealth to third parties, even if originating from intellectual capital, such as royalties, franchise, copyrights, etc.
Remuneration of own capital – values related to remuneration attributed to partners and shareholders.
Interest on own capital (JCP) and dividends – includes values paid or credited to partners and shareholders for the result of the period, except for JCP values transferred to profit reserves. Only values distributed based on the result of the period itself should be included, disregarding dividends distributed based on accumulated profits from previous years, as they have already been treated as "retained earnings" in the year they were generated. Retained earnings and losses of the period – includes values related to the period's profit allocated to reserves, including JCP when it has this treatment; in cases of loss, this value must be included with a negative sign.

Amounts allocated to partners and shareholders in the form of JCP, regardless of whether they are recorded as liabilities (JCP payable) or as profit reserves, must have the same treatment as dividends regarding the period to which they must be attributed.

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

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

Therefore, the importance of properly filling in information regarding loans and financing in specific sub-items of the ITR and DFP is reinforced, where the company pays attention to using, at a minimum, the account openings already provided for in the aforementioned 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 costly debts recorded in the company's liabilities, such as bank expenses for maintaining current accounts, interest paid due to tax liabilities, present value adjustments or exchange rate variations related to operational activity items.

Currently, to learn about such values, it is necessary for the user of the accounting statements to access the company's Explanatory Notes or, in some cases, have to request the Director of Investor Relations to open the account, which makes the whole process slower and more costly for everyone 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 database of the CVM or B3 Systems (it is worth mentioning that automated search in Explanatory Notes is still not a simple task, as there is no standard format or nomenclature for the information in the aforementioned 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, DVA) as many sub-items as it deems necessary so that the user of the financial statements has the pertinent information quickly available for their decision-making. As provided for in article 29 of CVM Resolution No. 80/22, the financial statements of foreign issuers must be prepared in Portuguese, in national currency, and these issuers may opt to prepare them according to:
a) Law No. 6.404/76 and CVM rules; 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, consolidated financial statements must be prepared in accordance with these rules.

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

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

For open companies, article 133 of Law No. 6.404/76 provides for the need to publish financial statements up to 5 (five) days before the holding of the Ordinary General Assembly (AGO), reminding that, in accordance with article 295, paragraph 1, item "c" of the same law, consolidated financial statements must also be published.

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

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

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

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

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

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

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

As the aforementioned Opinion highlights, the new mode 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 explanatory notes, the independent auditor's report and, if any, the opinion of the Fiscal Council, emphasizing that to avoid any doubts of readers of the summarized financial statements, these must be preceded by the following highlighted notices:

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

It is emphasized the need to observe the full text of CVM Guidance 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 lack of an express provision in the current regulatory framework regarding minimum content to be considered when publishing other documents listed in the Law in a summarized form, this act should be understood as part of the set of information provided by the issuer to the market, which implies compliance with articles 15 and 16 of CVM Resolution No. 80/22, 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 widely circulated newspaper, the CVM, and the B3 (in the case of a company listed there) where the full text of the document is located. Publications will always be made in the same newspaper, chosen in a Board of Directors meeting, and any change must be preceded by a notice to shareholders in the excerpt of the AGO minutes, 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 alteration of the aforementioned Law, the SEP understands that it is sufficient for the company to update the Registration Form, in the "Disclosure Channels" item, and provide a Notice to Shareholders clarifying the change, motivated by the change in legislation.

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

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

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 force of article 27, caput and paragraph 2, of CVM Resolution No. 80/22.

When sending the financial statements, the fields referring to the dates and newspapers of the publications must be filled in, and in the case of publication in accordance with paragraph 3, of article 133, of Law No. 6.404/76, the expected publication date must be indicated.

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

It is highlighted that sending the DFP Form does not dispense with sending 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.

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

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

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

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

It is observed that this financial information has been submitted in various different ways in the Empresas.NET System (“Market Communication”; “Economic-Financial Data” or “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 oriented that the submission of these pro forma financial information via the Empresas.NET System be done through the “Economic-Financial Data” category, type “Additional Financial Statements”.

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

According to this understanding, there would be no prior prohibition on the disclosure of financial statements in a summarized form in widely circulated newspapers, provided that the content and format requirements established by Articles 15 to 20 of Resolution CVM No. 80/22 are observed, and it is recommended to indicate the newspapers and the dates of publication of the full financial statements, as per Article 289 of Law No. 6.404/76.

It is recalled that these summarized financial statements do not confuse with the possibility of summarized publication, provided for in Article 19 of Law No. 13.043/14, for those companies that meet the requirements present in the list of Article 16 of the cited Law.

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

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

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

The CVM, through CVM Instruction No. 457/07, revoked by Resolution CVM No. 155/22, which currently governs the matter, determined that open companies must, from the fiscal year ending in 2010, present their consolidated financial statements adopting the international accounting standard, according to the pronouncements issued by the International Accounting Standards Board – IASB. Regarding issuers that are financial institutions, it is worth noting that Article 22 of Law No. 6.385/76 establishes, in its paragraph 2, that the norms issued by the CVM regarding the management report and financial statements, as well as accounting standards, apply to financial institutions and other entities authorized to operate by the Central Bank of Brazil, insofar as they are not conflicting with the norms issued by it.

The Central Bank of Brazil, in accordance with Article 9 of Law No. 4.595/64, made public that the National Monetary Council issued CMN Resolution No. 4.818/20, which, in accordance with its Article 1, “consolidates the general criteria for the preparation and disclosure of individual and consolidated financial statements by financial institutions and other institutions authorized to operate by the Central Bank of Brazil”.

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

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

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

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

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

Item I of Article 31 of Resolution CVM No. 80/22 establishes that Form ITR must be filled out 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 out the quarterly information forms (ITR) stating their consolidated interim financial statements in the IFRS standard.

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

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

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 submission of financial statements carried out from the date of its entry into force”, explicitly in its sole paragraph that the provisions in Articles 10 and 11 would produce effects only from January 1, 2022, with its advance application prohibited, 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 subsequently in the financial statements, must be carried out exceptionally. If the company opts for the advance disclosure of certain data, it must do so in an equitable manner and emphasize that they are preliminary information, informing, even, whether they were, or were not, audited or reviewed by independent auditors.

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

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

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

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 Resolution CVM No. 44/21 is also advanced.

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

3.2.3 Capital budget

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

Regarding issuers registered in Category A for which Chapter III of Resolution CVM No. 81/22 applies, it is alerted that the aforementioned Resolution requires, through item II of the sole paragraph of Article 10 and item 15 of Annex A – Destination of net profit, that, if there is a proposal for profit retention provided for in a capital budget, the company must make available to shareholders, up to one month before the date scheduled for the holding of the EGM, information on the amount of the proposed retention, as well as a copy of the capital budget prepared in accordance with Article 196 of Law No. 6.404/76, comprising all sources of resources and capital applications, fixed or circulating.

The other issuers, although not subject to the form and content of the information required by Chapter III of Resolution CVM No. 81/22, must make available to shareholders, up to one month before the date scheduled for the holding of the EGM, information on the amount of the proposed retention, as well as a copy of the capital budget prepared in accordance with Articles 133 and 196 of Law No. 6.404/76, comprising all sources of resources and capital applications, fixed or circulating.

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

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

3.2.4 Integrated Report – start of validity of Resolution CVM No. 14/20 –
Need to use the “Integrated Report” category in ENET

Resolution CVM No. 14/20 made it mandatory for open companies, upon the decision to prepare and disclose the Integrated Report, the CPC Orientation 09 – Integrated Report, issued by the Accounting Pronouncements Committee – CPC (Correlation to the Basic Conceptual Structure of Integrated Reporting, prepared by the International Integrated Reporting Council – IIRC) and determined that the Integrated Report must be subject to limited assurance by an independent auditor registered with the CVM, in accordance with the 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.

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

From the issuance of Circular Letter No. 5/2022-CVM/SEP, the Integrated Report provided for in Resolution CVM No. 14/20 must be forwarded through the “Integrated Report” category in Empresas.NET.

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

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

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

According to a survey conducted by the Company Monitoring Department 5 (GEA-5), which analyzed financial statements in various open company registration requests, considering the analyses carried out until the end of 2022, various requirements related to the disclosure of financial information and, to a lesser extent, to the measurement or recognition of financial items were made. The graph below presents a consolidation of the requirements observed in these analyses, in order of frequency in which they occurred:

*Others: Participations and Main Accounting Accounts of Investments; Subsequent Events; Management Report; Risk Management; Financial statements especially prepared for registration purposes; item 8 of Circular Letter CVM/SNC/SEP No. 01/2021; Declaration of directors (item VI of Article 27 of Resolution CVM No. 80/22); Changes in Estimates, Accounting Policies or Correction of Errors; Accounts Receivable; Real Estate Developer; Shareholders' Equity; Combined Financial Statements; Revenues; Management Comments; CPC 48; Remuneration of Administrators; OCPC 02 (items 115 and 116); CPC 03 (item 7); Reverse Incorporation; Going Concern; PIS and COFINS Credits Due to the Exclusion of ICMS from the Tax Base; Cash and Cash Equivalents; Investment Properties; Inventories; Debentures Converted into Shares; Real Estate Credit Warrants; DMPL; Concession Contracts; Insurance; Adoption of New Standards; Going Concern; Statement of Result of the Fiscal Year (operating, general, administrative expenses); Advance for Future Capital Increase (AFAC); Capital Budget (Law No. 6.404/76, Article 196); debentures (Resolution CVM No. 137/22); and DVA (Resolution CVM No. 117/22).

Despite the fact that, quantitatively, the requirements remain similar to those observed in the Circular Letter of the previous period, the following themes stand out as main points of attention:

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

It is emphasized that the administrators of open companies must also pay special attention when preparing the Management Report, given the high incidence of requirements related, mainly, to the relationship with independent auditors and to EBITDA/Adjusted EBITDA.

It is also observed that there is an incidence of financial statements filed without the Declaration of Directors, required by item VI of Article 27 of Resolution CVM No. 80/22.

In this regard, it is emphasized the need for registered issuers to devote special attention to the standards related to the preparation of Annual and Interim Financial Statements related to the above-mentioned themes, as well as to the guidelines contained in Circular Letter No. 01/2022/CVM/SNC/SEP and Circular Letters CVM/SNC/SEP issued in 2022 and 2023. Issuers in the registration process, for their part, must pay special attention to the list of frequent requirements observed in 2021 and 2022, in order to avoid adverse impacts on offer 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, of periodic and eventual submission, provided for in Article 23 of Resolution CVM No. 80/22, whose content reflects Annex C of the cited Resolution.

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

According to Article 49 of Resolution CVM No. 80/22, the investor relations director is responsible for providing all the information required by the legislation and regulation of the securities market. 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 in 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, being certain that they do not remove his responsibility.

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

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

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 24 of CVM Resolution No. 80/22.

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

This confirmation must be made by submitting the first version of the Registration Form of the current year, by May 31, and its completion must be carried out in a complete and adequate manner to what is required by CVM Resolution No. 80/22, observing, in particular, article 15 of said Resolution.

It is alerted that, from the first day of the year, only the presentation and representation of the Registration Form of the current fiscal year are permitted.

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

Finally, it is alerted that 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, of periodic and eventual submission, provided for in article 25 of CVM Resolution No. 80/22, whose content reflects Annex C of the cited Resolution.

In the case of issuers registered in Category B, the fields marked with "X" are optional to fill.

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

The annual presentation of the Reference Form should occur, preferably, after the holding of the Shareholders' General Meeting. With this procedure, it will already be possible to include in the document, for example, information on any election and remuneration of administrators.

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

In this sense, it is alerted that all updated information that has been provided due to the update rules provided for in paragraphs 3 and 4 of article 25 of the Resolution must be reflected in the Reference Form upon its annual presentation, regardless of the existence of a command in Annex C regarding the provision of information relating to the current fiscal year.

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

After the holding of the Shareholders' General Meeting and before the end of the deadline for annual submission of the Reference Form provided for in article 25 of CVM Resolution No. 80/22, if any of the events that impose the update of the document occur, the issuer may opt for (i) to resubmit the Reference Form of the previous fiscal year; or (ii) to 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 "Reference Date of FRE" must be indicated as the end date of the fiscal year to which the Form to be delivered refers.

Since 01.01.2023, the full use of "FRE Online" has been released, including its submission, based on the Reference Form 2023, in the Empresas.NET System (address https://www.rad.cvm.gov.br/ENET), menu "Document Submission", which considers, in addition, the new structure as established in CVM Resolution No. 59/21, dispensing with the procedure of filling out and generating this form in the Client, as disclosed by Circular Letter No. 7/2022-CVM/SEP, accessible via the link https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep0521.html.

The Reference Form must be filled out and sent to the CVM through the Empresas.NET System (see Chapter 9), available for download on the CVM's page on the worldwide web, at the link http://conteudo.cvm.gov.br/menu/regulados/companhias/prog-empnet.html. The guidelines for the preparation of the Form can be consulted in this circular (see Chapter 10).

b. Update of the Reference Form

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

a) change of administrator, member of the Fiscal Council, member of statutory committee or member of audit, risk, financial and remuneration committees, even if such committees or structures are not statutory, provided that such committees or structures participate in the decision-making process of the administration or management bodies of the issuer as consultants or auditors;

b) change in share capital;

c) issuance of new securities, even if subscribed privately;

d) change in the rights and advantages of the issued securities;

e) change in controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer;

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

f) when any natural or legal person, or group of people representing the same interest, directly or indirectly, exceeds, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer, provided that the issuer is aware of such alteration;

g) incorporation, share incorporation, merger or spin-off involving the issuer;

h) change in projections or estimates or disclosure of new projections and estimates;

i) signing, 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 regard to this, for the purposes of article 25, paragraph 3, item II of CVM Resolution No. 80/22, 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, under paragraph 4 of article 25 of said Resolution, must also update, within 7 (seven) business days, counted from their occurrence, the fields of the form whose information are affected by the incidence of the following events:

a) change of administrator;

b) issuance of new securities, even if subscribed privately;

c) change in controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer;

d) incorporation, share incorporation, merger or spin-off involving the issuer;

e) change in projections or estimates or disclosure of new projections and estimates;

f) declaration of bankruptcy, judicial or extrajudicial reorganization or judicial homologation of extrajudicial reorganization;

g) communication, by the issuer, of the change of the independent auditor in accordance with specific regulation; and

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

h) any of the following events involving administrator or member of the fiscal council:

i) any criminal conviction;

ii) any conviction in an administrative process of the CVM, the Central Bank of Brazil or the Private Insurance Superintendence; or

iii) any final judicial conviction or subject to final administrative decision, that has suspended or disqualified him from practicing any professional or commercial activity.

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

In the update of an already delivered Reference Form, which implies the delivery of a new version, issuers must inform, in the "Type of Submission" field, whether the update refers to a "Spontaneous Resubmission" or "Resubmission by CVM/B3 Requirement".

In addition, in the "Subject of the last change/Reason for Resubmission" field, the issuer must make clear all sections and items of the form that have been altered, with the inclusion of a brief description of the reason for each change. Issuers must also inform if the resubmission is due to the registration of a public distribution of securities.

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

At this point, it is clarified that the change in the quantity of treasury shares resulting from the execution of a buyback program does not represent a scenario provided for in paragraph 3 of article 25 of CVM Resolution No. 80/22, for which reason the update of the Reference Form, 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 25 of CVM Resolution No. 80/22, due to the possibility of variation in the percentage of all shareholders, it is recommended that item 6.1/2 (treasury shares) of the Reference Form be updated.

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

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

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

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

Under article 26 of CVM Resolution No. 80/22, 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 are updated, after the date of their appointment, due to the scenarios provided for in paragraphs 3 and 4 of article 25 of this Resolution, observing the registration category of the issuer.

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

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

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

CVM Resolution No. 80/22 provides, in paragraph 2 of article 25, that, in the case of a request for 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 "Reference Date of FRE" the end date of the same fiscal year to which the Form to be resubmitted refers. In addition, the sections and items altered must also be indicated in the "Reason for Resubmission" field, with the inclusion of a brief description of the reason for the alteration.

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

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

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

In the case of 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 13.1 of the Reference Form, as provided for in paragraph 2 of article 26 of CVM Resolution No. 80/22.

In the case of requests for registration of public offer of distribution of shares for issuers already registered with the CVM, carried out under the reserved analysis regime provided for in article 7-B of CVM Resolution No. 80/22, their initial petition, the Reference Form (although prepared in the Empresas.NET System), and the other documents of the already registered issuer must be sent through the CVM's Digital Protocol System, and not through the Empresas.NET System (see 2.11).

The CVM's Digital Protocol has been fully automated to allow the agile and efficient flow 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.

3.3.3 Standardized Financial Statements – DFP

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

According to article 30 of CVM Resolution No. 80/22, the DFP Form must be filled out with the data from the financial statements prepared in accordance with the accounting rules applicable to the issuer, under the terms of articles 27 to 29 of the Resolution, 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 out the information relating to the penultimate fiscal year in the 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 dispense with the sending of the financial statements that served as the basis for its completion and vice versa.

In the case of financial institution issuers, attention is called to the understanding exposed in item 3.2.1, "Financial institutions authorized to operate by the Central Bank of Brazil," of this Circular Letter.

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

If it discloses projections, the issuer must compare 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 21 of CVM Resolution No. 80/22.

It is also emphasized that, according to the provisions of 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 together with the financial statements, it must also be presented in the DFP, for now, in "Other Information that the Company Deems Relevant".

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

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

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

Technical Pronouncement CPC No. 09, initially approved by CVM Deliberation No. 557/08 (revoked) and currently approved by CVM Resolution No. 117/22, aims to establish criteria for the preparation and disclosure of the Statement of Value Added ("DVA"), required by articles 176, 177 and 188 of Law No. 6.404/76, as amended by Law No. 11.638/07. In this regard, pay attention to the guidelines contained in item 3.2 of this Circular Letter.

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

3.3.4 Quarterly Information – ITR

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

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

Technical Pronouncement CPC No. 09, initially approved by CVM Deliberation No. 557/08 (revoked) and currently approved by CVM Resolution No. 117/22, aims to establish criteria for the preparation and disclosure of the Statement of Value Added ("DVA"), required by articles 176, 177 and 188 of Law No. 6.404/76, as amended by Law No. 11.638/07. In this regard, pay attention to the guidelines

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br contained in item 3.2 of this Circular. The 45 (forty-five) day period following the end of each quarter of the fiscal year begins on the first day (business or non-business) following the closing of the quarter, with the final date adjusted, if it falls on a holiday or weekend, to the next business day.

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

The obligation of the Fiscal Council, if installed, regarding the ITR Form is provided for in Item VI of Article 163 of Law No. 6.404/76.

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 prepared periodically by the company, and primarily to fulfill their duty of diligence, it is understood that, at a minimum, councilors must analyze the quarterly information prior to 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, and it is certain that the fiscal councilor may be required to demonstrate the formalization of the analysis of the financial statements prepared periodically 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 30 of the Resolution), which includes the entire fiscal year. If there is a statutory amendment 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 publicly held 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 31 of CVM Resolution No. 80/22.

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br If projections are disclosed, the issuer must compare them quarterly, in the appropriate field of the ITR Form and the DFP Form (in the case of the last quarter), the projections disclosed in the Reference Form with the results actually obtained in the quarter, indicating the reasons for any differences, as determined in paragraph 4 of Article 21 of CVM Resolution No. 80/22.

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

In the understanding of the SEP, corroborated by the Specialized 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 publicly held 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, primarily, in order to fulfill their duty of diligence, it is understood that councilors must analyze the quarterly information prior to 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 by 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 an opinion 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 its disclosure and on what date, in line with the requirement provided for in item 17 of Technical Pronouncement CPC 24, approved by CVM Resolution No. 105/22.

From 01.10.2021, the filling 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 Sending" menu, dispensing with the procedure of filling out and generating this

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br form on the client, which was deactivated, as announced by Circular No. 4/2021-CVM/SEP, accessible via the link https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0421.html.

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

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

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

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

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

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

The issuer registered in category A authorized by a market administrator entity to trade shares or depositary receipt certificates on a stock exchange must deliver the Report on the Brazilian Corporate Governance Code – Publicly Held 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 7.1 of the Reference Form.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br In the case of an affirmative response regarding the existence of policies, duly approved by the administration bodies, the company must make these Policies available through the Empresas.NET System, using the corresponding category. This orientation also applies to Bylaws and Codes that integrate the governance practices provided for in the Brazilian Corporate Governance Code.

Furthermore, attention must be paid to the obligation to present relevant justifications, instead of just 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 delivery of the document.

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

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

3.4 Ordinary General Assembly – OGA
According to the wording of Article 132 of Law No. 6.404/76, annually, within the first four months following the end of the fiscal year, an ordinary general assembly (OGA) must be held to take the accounts of the administrators, examine, discuss and vote on the financial statements, deliberate on the allocation of the net profit of the year and the distribution of dividends and elect the administrators and, if applicable, the members of the Fiscal Council.

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

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

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

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

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

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br The CVM 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 publicly held companies to hold their digital general assemblies, opting to list the minimum requirements for their functioning. It was verified that, since then, these new procedures have already been adopted by several companies.

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

3.4.1 Notice of Article 133 of Law No. 6.404/76
Article 133 of Law No. 6.404/76 establishes that administrators must communicate, up to 1 (one) month before the date set for the holding of the OGA, by announcements published in the manner provided for in Article 124 (see item 3.4.3), that they are available to shareholders the documents indicated below, and the announcements must specify 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.

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 highlighting 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 as cured, but the publication of the documents and their sending through the Empresas.NET System before the holding of the assembly is mandatory (paragraph 4 of Article 133).

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br
3.4.2 Administration's Proposal for OGA
a. Issuers registered in Category A to which CVM Resolution No. 81/22 applies Regarding the minimum documents and information that must be made available to shareholders when convening the OGA, publicly held companies registered in Category A that have securities admitted to trading on a stock exchange market by an organized market administrator entity and have shares or depositary receipt certificates in circulation, thus considered the company's shares (with the exception of those owned by the controller, persons linked to him, the company's administrators and those held in treasury) must pay attention to the provisions of CVM Resolution No. 81/22, especially with regard to the provisions of Articles 9 to 25 of said Resolution.

It is worth highlighting that, regardless of the publication provided for in paragraph 3 of Article 133 of Law No. 6.404/76, the caput of this article requires that documents pertinent to matters included 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 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 10 of CVM Resolution No. 81/22 provides, for issuers registered in Category A to which CVM Resolution No. 81/22 applies, that, within the same deadline above, the following documents and information must be available on the CVM's Internet page:
a) administration report on the social business and the main administrative facts of the closed 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 through the Empresas.NET System – see item 3.2); c) administrators' comment on the company's financial situation, in accordance with item 2 of the Reference Form ("directors' comments") (sent, through the Empresas.NET System, in the "Assembly" category, type "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 through the Empresas.NET System by virtue of Item VI of Article 33 of CVM Resolution No. 80/22, in the "Board Meeting" category, type "Fiscal Council", species "Minutes", subject "Opinion on the financial statements"); f) DFP Form (sent through the Empresas.NET System – see Chapter 9);

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br g) proposal for the allocation of the net profit of the year that must contain, at a minimum, the information indicated in Annex A of the Resolution (sent through 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 through the Empresas.NET System by the "Board 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 A of CVM Resolution No. 81/22, and should not be limited to the enumeration of the items to be submitted to the assembly's deliberation, since such a procedure would make it a mere repetition of information already contained in the convening notice.

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

in item 2, the company must inform the total amount and the per share value of dividends and/or interest on equity capital, including values already advanced, that is, if the company has approved the distribution of dividend and/or interest on equity capital in advance and still has a value to be declared, the information to be provided is the sum of both values (already advanced and to be declared);
in item 5, the company must inform about the proposal for the distribution of dividend and/or interest on equity capital that will be submitted to the assembly's approval, discounted 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 A of CVM Resolution No. 81, the date that will be used to identify the shareholders who will have the right to receive the dividend and interest on equity capital to be declared at the assembly must be informed, and not the payment date of said event. The date or payment deadline must be in item 5.b of the same annex.

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

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

Companies that fall into this situation must inform in the Administration's Proposal that Annex A of CVM Resolution No. 81/22 is not being presented due to the loss incurred in the year.

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

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

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 Ordinary General Meeting (OGM), in addition to the documents indicated in the Law, the other documents pertinent to matters included in the agenda.

The sole paragraph of Article 7 of CVM Resolution No. 81, in turn, determines that the documents and information required therein shall be made available to shareholders by the date of publication of the first call announcement, unless Law No. 6.404/76, the Resolution, or another CVM norm establishes a longer deadline.

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

If the bylaws or any appointment or nomination policy establish minimum requirements for the nomination of members of the Board of Directors or the Fiscal Council, the Management Proposal must indicate the candidates' profile adherence to these requirements, thus allowing for an informed decision by shareholders.

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

Such information must be included in the Management Proposal, which must be sent via the Empresas.NET System, category "Assembly", type "OGM" or "OGM/E", species "Management Proposal", subject "Election of members of the Boards of Directors and Fiscal" or "Remuneration of administrators and councilors".

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

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

Thus, without prejudice to the provisions of paragraph 7 of Article 141 of Law No. 6.404/76 8, the most appropriate procedure is the disclosure, in the call notice, that in its agenda the number of members to compose the Board of Directors of the company will be deliberated.

7 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html.
8 Article 141. (...) § 7º Whenever, cumulatively, the election of the Board of Directors takes place under the multiple voting system and holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be ensured to a shareholder or group of shareholders linked by a voting agreement that hold more than 50% (fifty percent) of the total votes

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

In this sense, it is advisable for the controlling shareholder/management to inform the number (fixed or minimum) of councilors for a given term that would be elected by multiple or majority vote (for example, 10 members), with such number possibly being increased by up to 2 members due to separate elections (i.e., reaching the number of 11 or 12 councilors) 9.

In line with the provisions of Article 7, item II, of CVM Resolution No. 81/22, companies must disclose information 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 management or by controlling shareholders by virtue of Article 11 of CVM Resolution No. 81/22.

In the case of companies with Depositary Receipts traded abroad (such as ADRs), it is emphasized that, if voting can be exercised by DR holders, this prerogative should 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 indications of candidates for member of the Board of Directors/Fiscal Council, companies that adopt remote voting either mandatorily or facultatively must pay attention to the provisions on this matter brought by CVM Resolution No. 81/22 (see item 7.2).

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

These practices, however, must be viewed as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted in Law No. 6.404/76. According to the understanding issued by SEP, requirements for the presentation of information about candidates prior to the assembly, even if provided in the Bylaws, cannot be used as an imposition to obstruct the right of shareholders provided 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 investors a better understanding of the remuneration proposal (item I of Article 13 of CVM Resolution No. 81/22) and to support the decision to be made by them, it is advised that issuers include, in the remuneration proposal, information on:

conferred by shares with voting rights the right to elect councilors in a number equal to those elected by other shareholders, plus one, regardless of the number of councilors that, according to the bylaws, compose the body.”

a) period to which the remuneration proposal refers (for example, from the current Ordinary General Meeting until the next); b) values approved in the previous proposal and values actually realized, clarifying the reason for any differences; and c) any differences between the values of the current proposal and the previous proposal and those contained in item 8 of the company's Reference Form, clarifying, for example, if they result from the non-correspondence between the period covered by the proposals () and the period covered by the Reference Form (social year).

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

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

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

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

Finally, it is highlighted that there is no possibility of exemption from delivery of the Management Proposal for issuers registered in Category A to which CVM Resolution No. 81/22 applies, since, at minimum, the company must provide up to 1 (one) month before the date scheduled for the holding of the OGM the comment of the administrators on the financial situation of the company, in accordance with item 2 of the Reference Form, as required by Article 10, item III, of CVM Resolution No. 81/22.

It is also 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 delivery of the Management 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 emphasize that the Remote Voting Ballot document should not be part of the management proposal to the assembly or the participation manual, as it is a document with specific rules for presentation and sending.

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

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

3.4.3 Call Notice for OGM

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 deadline for the first call, for open companies, being 21 (twenty-one) days and for the second call, 8 (eight) days, except in the case of compliance with the provisions of paragraph 4 of Article 124 of Law No. 6.404/76.

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

It is emphasized that for the holding of an assembly in second call, the publication of a new Call Notice is necessary. 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 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 call. The aforementioned assembly cannot be held, in second call, in a period less than 8 (eight) days, counted from the date on which the second notice was published (item II, of paragraph 1, of Article 124, of Law No. 6.404/76).

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, prohibiting the use of the rubric "general matters" for matters that require assembly deliberation.

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

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

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

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

According to the understanding set forth by the CVM Collegiate Body in a meeting held on 04.11.2014 (CVM Processes RJ2013/4386 and RJ2013/4607) 10, 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 11, the most appropriate procedure is the disclosure, in the call notice, that in its agenda the number of members to compose the Board of Directors of the company will be deliberated.

In this line, it is advisable for the controlling shareholder/management to inform the number (fixed or minimum) of councilors for a given term that would be elected by multiple or majority vote (for example, 10 members), with such number possibly being 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 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 VI of Article 22 of CVM Resolution No. 80/22.

It is recalled that Law No. 12.431/11 altered provisions of Law No. 6.404/76, which came to provide, in the sole paragraph of Article 121, that, in open companies, the shareholder may participate and vote remotely in a general meeting, in accordance with CVM regulation.

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

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

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

It is considered that the assembly is held:
I. in an exclusively digital manner, 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. in a partially digital manner, if shareholders can participate and vote both in person and remotely, without prejudice to the use of the remote voting ballot as a means for exercising the right to vote.

It is highlighted that 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 28, item II, of CVM Resolution No. 81/22, to deposit the documents referred to in paragraph 1 up to 2 (two) days before the date of holding of the assembly.

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

3.4.4 Summary and Minutes of OGM

According to the provisions of items VIII and IX of Article 22 of CVM Resolution No. 80/22, summaries of decisions of the ordinary general meeting must be sent, via "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 OGMs, within 7 (seven) business days of its holding, with indication of the dates and newspapers of their publication by the category "Assembly", types "OGM" or "OGM/E", species "Minutes".

In this sense, it should be observed that the summary of decisions taken in the assembly (provided for in item VIII of Article 22 of CVM Resolution No. 80/22) is not confused with the minutes of the OGM (provided for in item IX of Article 22 of CVM Resolution No. 80/22), which, in accordance with paragraph 1 of Article 130 of Law No. 6.404/76, may be drafted in the form of a summary of the facts that occurred.

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

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It is noteworthy that CVM Resolution No. 80/22 exempts the issuer from submitting the summary of decisions to the issuer that delivers the minutes of the general assembly on the same day of its holding, as provided for in paragraph 2 of article 33 and paragraph 1 of article 34. However, to use this option, it is necessary for the issuer to send the complete minutes of the general assembly on the same day the meeting took place.

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

Whenever possible, GMA minutes archived with 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 the Fiscal Council, without prejudice to the disclosure of the final detailed voting map provided for in article 48, paragraph 6, item II of CVM Resolution No. 81/22.

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 said suspension, and that the work will be resumed subsequently. The resumption of the assembly will require the resubmission of the respective summary and/or minutes.

3.4.5 Remuneration of administrators/fiscal councilors

In accordance with article 152 of Law No. 6.404/76, “the general assembly shall fix the global or individual amount of remuneration for administrators, including benefits of any nature and representation expenses”. This amount must encompass every and any form of remuneration including, but not limited to, salary, pro-labore, variable remuneration, grant of shares or options, direct and indirect benefits, in accordance with CPC 33 (R1) – Employee Benefits.

It is highlighted that the CVM Collegiate Body expressed its understanding in a meeting held on 08.12.2020 (CVM Process No. 19957.007457/2018-10 12) that social charges borne by the employer are not covered by the concept of “benefits of any nature” referred to in article 152 of Law No. 6.404/76, not integrating the amounts of global or individual remuneration subject to approval by the general assembly.

According to the understanding stated by the CVM Collegiate Body in a meeting held on 10.03.2015 (CVM Process No. RJ2014/6629 13), the values paid to administrators based on stock option plans, or other types of stock-based remuneration plans, as they integrate their remuneration, must be approved in accordance with article 152 of Law No. 6.404/76, as well as the disclosure requirements in the Reference Form (items related to administrator remuneration and stock-based remuneration plans) must be met, and the provisions of articles 13 and 14 of CVM Resolution No. 81/22 must be observed.

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

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Regarding the remuneration of the fiscal councilor, paragraph 3 of article 162 of Law No. 6.404/76 establishes that this cannot be less, for each member in office, than ten percent of the average attributed to each director, excluding profit participation.

It is recalled that members of the Board of Directors can verify if the administration of the open company observes the cited provision through the information disclosed in section 8 of the Reference Form, which must be updated annually, in compliance with the provision of paragraph 1 of article 25 of CVM Resolution No. 80/22.

Furthermore, the detailed description of the composition of directors' remuneration must be included in the respective administration proposal in which it is deliberated, as provided for in articles 13 and 14 of CVM Resolution No. 81/22.

If the councilor believes that this data is not sufficient to attest compliance with the provision of paragraph 3 of article 162 of Law No. 6.404/76, they may, at their sole discretion, request additional information from the administrators, based on the provision of paragraph 2 of article 163 of the said Law.

It is emphasized that the CVM Collegiate Body, by majority, in a meeting held on 27.08.2019, regarding CVM Process No. 19957.007396/2017-00, expressed its understanding that “it is not for the regulator to require that the general assembly of open companies also approve the amount of remuneration of administrators who hold positions in the administration of controlled companies – whether wholly-owned subsidiaries or not – for the functions performed therein”. According to its understanding, the best interpretation of the command of article 152 of Law No. 6.404/76 is that it is up to the general assembly of each company to approve the remuneration of its own administrators for the position held therein, observing the general criteria provided therein – which serve as guidelines for the assembly decision – without prejudice, however, to the adoption of governance mechanisms that allow shareholders of the company to define the voting instruction in the assemblies of the controlled company.

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, to bring to the scrutiny of the general assembly 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 report and communications

Law No. 6.404/76 determines, in items “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, related to the execution of obligations assumed by the company, to the guarantor assets of the debentures and to the constitution and application of the amortization fund, if any, and the report must also contain a declaration by the agent regarding their aptitude to continue in the exercise of the function;

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b) notify debenture holders, within a maximum period of 60 (sixty) days, of any default by the company in obligations assumed in the issuance deed.

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

Furthermore, 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, item “c” of Law No. 6.404/76 must be sent by issuers to the CVM, immediately after receiving 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 33, item XIX, and article 34, item IX, both of CVM Resolution No. 80/22.

4 Main Eventual Information
4.1 Material act and fact

In accordance with article 157, paragraph 4, of Law No. 6.404/76, administrators of the open company are obliged to immediately communicate to the stock exchange and disclose through the press any deliberation of the general assembly or of the company's administration bodies, or any relevant fact that occurred in its business, which 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 are regulated, the disclosure of information in the trading of securities issued by open companies by controlling shareholders, directors, members of the Board of Directors, the Fiscal Council, and any bodies with technical or consultative functions, created by statutory provision, and also in the acquisition of a significant block of shares issued by an open company, and the trading of open company shares pending the disclosure of a material fact to the market.

According to paragraph 7 of article 3 of CVM Resolution No. 44/21, any change 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 matter, but there is no need to promote a change in the disclosure policy for material acts or facts.

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According to article 3 of CVM Resolution No. 44/21, it is the duty of the IR Director to send to the CVM, through an electronic system available on the CVM's website on the world wide web, and, if applicable, to the stock exchange and organized over-the-counter market entity in which the company's securities are admitted to trading, any material act or fact that occurred or is related to its business (defined in article 2 of this Resolution), as well as to guarantee its broad and immediate dissemination, simultaneously, in all markets in which such securities are admitted to trading.

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

Paragraph 1 of the same article determines that, if the company's securities are admitted to 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 close of business in both countries, prevailing, in case of incompatibility, the operating hours of the Brazilian market.

Although the Resolution foresees the possibility of disclosing a material fact before the start of business in a market, it is understood as a good practice that the disclosure occurs preferably after the close 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 Investor Relations Director must request, always simultaneously to the stock exchanges and organized over-the-counter market entities, national and foreign, in which the company's securities are admitted to trading, the suspension of trading of the open company's securities, or those referenced by them, observing the procedures provided for in the regulations issued by the stock exchanges and organized over-the-counter market entities on the subject.

The sending of the file with the text of the 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, under no circumstances, be made in the category “Market Communication”, Type: “Other Communications Not Considered Material Facts” (see item 4.1.1).

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

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Corporate legislation does not prevent relevant information from being disseminated and discussed in meetings of class entities, 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, including the possibility of using insider information, it requires that the material fact in question be disclosed, prior or simultaneous 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 IR Director in fulfilling their duty of communication and disclosure, including in the case of the sole paragraph of article 6 of CVM Resolution No. 44/21, they will only be exempt from liability if they immediately communicate the material act or fact to the CVM, in accordance with article 3, paragraph 2 of 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, in accordance with article 7, paragraph 1, of CVM Resolution No. 44/21.

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

In order to give effectiveness to the rule of immediate disclosure in the above-mentioned cases, the IR Director, 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 provision. It is also advisable that the IR Director 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 a material act or fact during trading hours.

COMMISSION OF SECURITIES AND EXCHANGE
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It is highlighted that the CVM has been understanding that, in the event of a leak of information or if the company's securities fluctuate atypically, the material fact must be immediately disclosed, even if the information refers to operations in negotiation (not concluded), initial negotiations, feasibility studies, or even merely the intention to carry out the business (see judgment of CVM Process No. RJ2006/5928 14 and CVM PAS No. 24/05 15). If the relevant information escapes the control of the administration or if there is an atypical fluctuation in the quotation, price, or quantity traded of the open company's securities or those referenced by them, the IR Director 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 16 also goes in this direction:

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

Therefore, in cases where failures in the disclosure of a material act or fact are identified, without prejudice to the investigation of possible use of insider information, the IR Director, 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 investigation 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 applicable.

Once the dissemination of news in the press involving information not yet disclosed by the issuer is confirmed, through the Empresas.NET System, “IPE online” functionality, or the dissemination of news that adds a new fact to already disclosed information, it is up to the company's administration and, especially, its IR Director to analyze the potential impact of the news on negotiations and, if necessary, to manifest themselves 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 administration itself, with the CVM being responsible for ensuring the quality of information brought to the market, prioritizing transparency and combating information asymmetry.

In this sense, it is worth alerting that it is up to 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.

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

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

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

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

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

It is also emphasized that the same rules provided in the norms dealing with the disclosure of information apply to disclosures made on social media (including lives, i.e., "live" transmissions of presentations with the presence of representatives of publicly-held companies, usually organized by a third party, not the company itself (see item 4.23)), notably those that regulate the disclosure of material information (CVM Resolution No. 44/21) and establish general rules on content and form of the information that issuers must observe (Articles 15 to 20 of CVM Resolution No. 80/22). 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 such information by 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 that is true, complete, consistent, and does not mislead the investor, as required in Article 15 of CVM Resolution No. 80/22.

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

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 about the material act or fact, as well as request additional clarifications regarding its disclosure.

It is recalled that the eventual provision of additional clarifications requested by the CVM does not replace the initial obligation to disclose the material act or fact that led to 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 he should have promoted the disclosure of a material fact before any request by the CVM.

We take this opportunity to remind you of the full text of Market Communication CVM No. 02/16, published on 06.02.2006 (when CVM Instructions No. 358/02 and No. 480/09 were 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:

Given 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 No. 6.404/76, as well as Article 2 of CVM Instruction 358 (in force at the time), determine the disclosure to the market of any material act or fact that may influence "in a considerable manner": (i) the quotation of securities issued by publicly-held 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 material act or fact may result from a decision of the controlling shareholder, deliberation of the general assembly or the administrative bodies of the publicly-held company, as well as from events external to the company, of a political-administrative, technical, business, or economic-financial nature, occurred or related to its business.

To ensure the orderly and equitable access of the market to such information, CVM Instruction 358 (in force at the time) imposes on the IRD of publicly-held companies the duty to disclose them, in a clear and precise manner, through official communication channels, as well as to ensure their broad and immediate dissemination (Article 3).

Exceptionally, if controlling shareholders or administrators believe that the revelation of certain relevant information could compromise the legitimate interest of the company at that moment, CVM Instruction 358 (in force at the time) authorizes its non-immediate disclosure. However, if there is a leak of the information, even if the source was not the company, or atypical oscillation 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 controllers or administrators who had access to the information (Article 6).

The aforementioned Instruction (in force at the time) also recognizes that the IRD may not be aware of all potentially relevant facts subject to disclosure.

However, in the event of atypical oscillation 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 norm 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 emphasizes the need for persons who, by virtue of their position or role, even if not directly linked to the company, have access to information that may considerably influence the quotation of the securities issued by it, to act in an articulated manner with the institutional channels of the publicly-held company and communicate such information to the IRD before giving them publicity. In this way, the IRD can act timely to provide the market with true, complete, consistent information that does not mislead the investor, as provided in Article 14 of CVM Instruction No. 480 (in force at the time).

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

Finally, the CVM emphasizes that the responsibilities and guidelines referred to herein are applicable to publicly-held 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 Resolution.

4.1.1 Distinction between Material Fact and Market Communication
CVM Resolution No. 44/21 defines as a material act or fact any decision of the controlling shareholder, deliberation of the general assembly or the administrative bodies of the publicly-held company, or any other act or fact of a political-administrative, technical, business, or economic-financial nature occurred or related to its business that may influence in a considerable manner:
a) the quotation of securities issued by the publicly-held company or referenced to them; b) the decision of investors to buy, sell, or hold those 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 the Market Communication, the disclosure of a material act or fact is subject to a specific formality: immediate disclosure to the CVM, to stock exchanges, or to over-the-counter market entities where the publicly-held company trades its securities, and disclosure by the press (publication in a widely circulated newspaper usually used by the company) or by a news portal present on the Internet (which makes available, in a section freely accessible, the information in its entirety). The forwarding to the CVM and to the exchange is done through the filing of the information in the "IPE Online" of the Empresas.NET System, in the "Material 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 hypotheses provided for in paragraph 5 of that article) or other information not characterized as a material act or fact, which the company considers useful to be disclosed to shareholders or the market (such as material disclosed in meetings with analysts, etc.). Clarifications provided by companies regarding inquiries formulated 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 material act or fact and the "Market Communication" lies, therefore, in the content of the information disclosed. If the company believes that the information has the potential to affect quotations or investment decisions, it should be treated internally and disclosed in the manner required for relevant information, which includes publication in widely circulated newspapers usually used by the company or disclosure on a news portal present on the Internet (which makes available, in a section freely accessible, the information in its entirety), as provided in CVM Resolution No. 44/21.

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

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

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

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

It is emphasized that, even if the disclosure of data and metrics through Market Communication is provided for in its Policy, the Company's management must evaluate, for each disclosure, the eventual need to make the disclosure through a Material Fact, especially if the data contained therein present a large variation compared to previous periods or market expectation. In addition, if the disclosure of these data and operational metrics results from a regulatory requirement of the regulatory body or the Granting Authority, or from a contractual clause, such as in concession contracts, it is recommended to include in the Market Communication the reference to the document that requires such disclosure.

4.1.2 Minimum information necessary to be disclosed upon the acquisition of a company (or of a corporate participation in another company)
The Brazilian capital market regulation elects as one of its fundamental principles the full and fair disclosure, through its insertion in the law that governs the securities market (Law No. 6.385/76) and in that which provides for companies (Law No. 6.404/76). The principle in question has as its result the duty of publicly-held companies to disclose, in a comprehensive and equitable manner, a wide range of complete and precise information about their corporate activities.

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

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

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

4.2 Extraordinary General Assembly (EGA), Special Assembly (EGASP) and Debenture Holders' Assembly (EDHA)
On 07.28.2020, Law No. 14.030/20 was issued, which, among other measures, created paragraph 2-A of Article 124 of Law No. 6.404/76. The legal text began to allow that the CVM's regulation could exception the rule provided in paragraph 2 of Article 124 of Law No. 6.404/76 for publicly-held corporations and, even, authorize the holding of a digital assembly.

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

Despite the regulatory provision, it was verified that publicly-held 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 objective of reconciling the full exercise of shareholders' rights with high standards of safety and health protection.

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

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

It is worth highlighting that CVM Resolution No. 81/22 provides, in its Chapter V, about the assembly of debenture holders.

4.2.1 Notice of EGA, EGASP and EDHA
In accordance with item II of paragraph 1 of Article 124 of Law No. 6.404/76, the calling of a general assembly of shareholders of a publicly-held 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, and, in the case of statute reform, the indication of the matter, with the deadline for the first calling, for publicly-held companies, being 21 (twenty-one) days and for the second calling, 8 (eight) days, except in the case of compliance with the provisions of paragraph 4 of Article 124 of Law No. 6.404/76. By virtue of the provisions of paragraph 2 of Article 71 of Law No. 6.404/76, the provisions of the aforementioned Law regarding the general assembly of shareholders apply to the assembly of debenture holders, insofar as applicable.

Despite the increase in the calling deadline to 21 (twenty-one) days established from the alteration brought by Law No. 14.194/21, it continues to be recommended that companies adopt, whenever possible, the minimum deadline of 1 (one) month for the calling of the EGA, EGASP, and EDHA, as an example of what is already required by Article 10 of CVM Resolution No. 81/22 for the Administration's Proposal for the AGO, so that shareholders, debenture holders, or holders of agricultural or real estate receivables certificates have sufficient time to analyze the deliberations to be taken and, if necessary, articulate to participate in the assembly.

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

It is emphasized that for the holding of an assembly in second calling, the publication of a new Notice is necessary. It is considered irregular to include the second calling of the EGA, EGASP, and EDHA already in the Notice of the first calling.

Thus, in the event of non-installation of the assembly in the first calling, a new calling must occur through the publication of a new notice that must inform, in addition to the agenda, the location, date, and time at which the assembly will be held in the second calling. The said assembly cannot be held, in the second calling, 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 AGOs, the notices of calling of Extraordinary General Assemblies (EGA), Special Assemblies (EGASP), and Debenture Holders' Assemblies (EDHA) of issuers registered in both Category A and Category B must explicitly enumerate, in the agenda, all matters to be deliberated, being prohibited the use of the rubric "general matters" for matters that require assembly deliberation.

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

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

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

According to the understanding set forth by the CVM Collegiate Body in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and RJ2013/4607) 17, the definition of the number of members of the Board of Directors, when the bylaws provide for a minimum and maximum number, must be the subject of deliberation in the general shareholders' meeting.

Thus, without prejudice to the provisions of paragraph 7 of Article 141 of Law No. 6.404/76 18, the most appropriate procedure is the disclosure, in the meeting notice, that in its agenda the number of members to compose the Board of Directors of the company will be deliberated.

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

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

17 See http://conteudo.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html.
18 “Article 141. (...) § 7º Whenever, cumulatively, the election of the Board of Directors takes place by the multiple voting system and holders of ordinary or preferred shares exercise the prerogative to elect counselors, 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 total votes conferred by shares with voting rights the right to elect counselors in a number equal to those elected by other shareholders, plus one, regardless of the number of counselors that, according to the bylaws, compose the body.”

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According to item I of Articles 33 and 34 of CVM Resolution No. 80/22, issuers must send, via “IPE Online” in the Empresas.NET System, category “Assembly”, type “AGE”, “AGESP”, “AGDEB”, species “Meeting Notice”, the meeting notices for extraordinary, special, debenture holders, and holders of agricultural real estate or real estate receivables certificates, whose publications follow the mold of Article 124, paragraph 1, item II, of Law No. 6.404/76. It is recalled that Law No. 12.431/11 altered provisions of Law No. 6.404/74, which 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 Resolution No. 81/22 regulated the remote voting procedure, as stated in item 7.2 of this Circular Letter.

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

It is considered that the meeting is held:
I. in an exclusively digital manner, if shareholders can only participate and vote through electronic systems, without prejudice to the use of the remote voting ballot as a means to exercise the right to vote; and
II. 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 a meeting held exclusively in digital mode will be considered as held at the company's headquarters.

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

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

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

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4.2.2 Management Proposal for AGE, AGESP and AGDEB
a. Management Proposal – Category A – companies authorized by a market administrator entity to trade shares on a stock exchange and having shares in circulation

As provided in paragraph 3 of Article 135 of Law No. 6.404/76 and item II of Article 33 of CVM Resolution No. 80/22, the documents pertinent to the matter to be debated in the AGE, AGESP or AGDEB must be made available to shareholders or debenture holders, at the company's headquarters, upon publication of the first notice of calling of the general meeting. Furthermore, issuers of securities registered in Category A that are authorized by a market administrator entity to trade shares on a stock exchange and have shares in circulation must send all documents necessary to exercise the right to vote in extraordinary, special and debenture holders' meetings 19 via 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 33 of CVM Resolution No. 80/22.

In the case of issuers registered in Category A, for whom CVM Resolution No. 81/22 applies, it is necessary to alert that the Resolution now provides for the minimum documents and information that must be made available to shareholders whenever the general meeting is called to deliberate on certain matters provided for in the Resolution. 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 notice of calling, unless Law No. 6.404/76, CVM Resolution No. 81/22 or another norm issued by the CVM establishes a longer deadline.

Thus, when calling a general shareholders' meeting, issuers registered in Category A for whom CVM Resolution No. 81/22 applies must pay attention to the provisions of said Resolution, especially regarding the provisions in its Articles 9º to 25.

The forwarding of the documents and information required in Articles 9º and 11 to 25 for issuers registered in Category A for whom CVM Resolution No. 81/22 applies must be done, via “IPE Online” in the Empresas.NET System, in the manner specified below, upon publication of the first notice of calling of the general meeting:
a) information provided in Article 9 of CVM Resolution No. 81/22, to be included in the management proposal and sent by the category “Assembly”, type “AGO/E”, “AGE” or “AGESP”, species “Management Proposal”, subject “Matter of special interest of a related party”;

19 As provided in paragraph 2 of Article 71 of Law No. 6.404/76, combined with paragraph 3 of Article 135 of Law No. 6.404/76 and item II of Article 30 of CVM Resolution No. 80/22, the documents pertinent to the matters to be debated in the general meeting of debenture holders must be made available, at the company's headquarters, upon publication of the first notice of calling of the general meeting. These documents and the information necessary to exercise 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”.

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b) information indicated in Article 11 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Election of members of the Boards of Directors and Fiscal Council”; c) information provided in Article 12 of CVM Resolution No. 81/22, to be included in the management proposal and sent by the category “Assembly”, type “AGO/E”, “AGE” or “AGESP”, species “Management Proposal”, subject “Statutory reform”; d) Information indicated in Article 13 of CVM Resolution No. 81/22 to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Remuneration of administrators and counselors”; e) information indicated in Article 14 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Performance-based Remuneration Plan”; f) information indicated in Article 15 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Capital Increase”, with the exception of the following:
(i) opinion of the Fiscal Council in capital increase (item 4 of Annex C of CVM Resolution No. 81/22), to be sent by the category “Board Meeting”, type “Fiscal Council”, species “Minutes”, subject “Opinion on capital increase”; (ii) reports and studies that supported the fixing of the issue price in capital increase (item 5, letter “k”, of Annex C of CVM Resolution No. 81/22) to be sent by the category “Economic-Financial Data”, type “Evaluation Report”, subject “Report used in capital increase”; (iii) report on the evaluation of assets (item 5, letter “s”, subitem “iii”, of Annex C of CVM Resolution No. 81/22) to be sent by the category “Economic-Financial Data”, type “Evaluation Report”, subject “Report on asset evaluation”. g) information indicated in Article 16 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E” or “AGE”, species “Management Proposal”, subject “Issuance of debentures” or “Issuance of subscription warrants”; h) information indicated in Article 17 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Capital Reduction”, with the exception of the Opinion of the Fiscal Council on capital reduction (Item 3 of Annex E of CVM Resolution No. 81/22), to be sent by the category “Board Meeting”, type “Fiscal Council”, species “Minutes”, subject “Opinion on capital reduction”; i) information indicated in Article 18 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, “AGESP”, species “Management Proposal”, subject “Creation of preferred shares or alteration in their preferences, advantages or conditions of redemption or amortization”;

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j) information indicated in Article 19 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Reduction of mandatory dividend”; k) information indicated in Article 20 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “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 G of CVM Resolution No. 81/22), to be sent by the category “Economic-Financial Data”, type “Evaluation Report”, subject “Report used in acquisition of control”; l) information indicated in Article 21 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Right of Withdrawal”, highlighting that the reports that serve as the basis for the calculation provided in item 9, letter “a”, of Annex H of CVM Resolution No. 81/22 must be sent by the category “Economic-Financial Data”, type “Evaluation Report”, subject “Report based on the value of net assets at market prices or other criteria accepted by the CVM”; m) information indicated in Article 22 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Management Proposal”; n) information indicated in Article 23 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “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; o) information indicated in Article 24 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Acquisition of debentures issued by the company itself”; and p) information indicated in Article 25 of CVM Resolution No. 81/22, to be sent by the category “Assembly”, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Choice of Evaluators”.

Even in cases where the meeting comes to deal with more than one of the subjects related in CVM Resolution No. 81/22, a single document “Management Proposal” containing the respective annexes must be sent, via “IPE Online” in the Empresas.NET System, mentioning, in the subject, the respective items of the agenda.

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

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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 Meeting Notice.
To facilitate reading by users, it is recommended that the document with the Management Proposal contain an index.
In line with the provisions of Article 7, item II, of CVM Resolution No. 81/22, and without prejudice to the provisions of Chapter III, Section III of said Resolution (see item 7.2), companies must disclose information about candidates for the Board of Directors and Fiscal Council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure given to candidates proposed by management or by controlling shareholders by virtue of Article 11 of CVM Resolution No. 81/22. In the case of companies with Depositary Receipts traded abroad (as is the case with ADRs), it is emphasized that, if it is possible for holders of DRs to exercise voting, it appears necessary that such prerogative be exercised to the maximum degree of equality possible with shareholders. The suggested form of disclosure is via the Empresas.NET System, functionality “IPE Online”, in the category “Shareholder Notice”, 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 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 up to a certain deadline before the date scheduled for the meeting. These practices, however, must be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted in Law No. 6.404/76. 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 to the Board of Directors and the Fiscal Council at the very moment of the meeting.

Whenever there is a need to re-present the Management Proposal due to compliance with CVM requirements or spontaneously, the company must indicate in the field “Reason for Re-presentation” the fact motivating the re-presentation. In the case of re-presentation of the proposal to comply with a requirement formulated by the CVM, reference must be made to the letter issued. Finally, whenever the agenda of the meeting 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 Letter No. 9/2018/CVM/SEP and item 7.13 of this Circular Letter.

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b. Management Proposal – Category B and companies in Category A for whom CVM Resolution No. 81/22 does not apply

As provided in paragraph 3 of Article 135 of Law No. 6.404/76, the documents pertinent to the matter to be debated in the AGE, AGESP or AGDEB 20 must be made available to shareholders, at the company's headquarters, upon publication of the first notice of calling of the general meeting.
In accordance with item II of Article 34 of CVM Resolution No. 80/22, the issuer with Category B registration must send to the CVM all documents necessary to exercise the right to vote in general meetings of debenture holders (“AGDEB”), in accordance with and deadlines established by law.
The sending of documents and information necessary to exercise the right to vote in 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 orientations provided in this letter (see item 4.2.2).
Issuers registered in Category B and Category A issuers for whom CVM Resolution No. 81/22 does not apply may voluntarily send the documents necessary to exercise the right to vote in AGE and AGESP.
The comments contained in item “a” above, regarding the content and form of submission, apply to the proposals mentioned in this item.

4.2.3 Summary and minutes of AGE, AGESP and AGDEB

Issuers registered in Categories A and B must obligatorily send, in accordance with items III and IV of Articles 33 and 34 of CVM Resolution No. 80/22, the summaries of decisions, on the same day of the meeting, via the Empresas.NET System, category “Assembly”, types “AGE”, “AGESP” or “AGDEB”, species “Summary of Decisions”, as well as the minutes of the meetings, within 7 (seven) business days of its realization, via “IPE Online” in the Empresas.NET System, category “Assembly”, types “AGE”, “AGESP” or “AGDEB”, species “Minutes”. In this sense, it is worth noting that the summary of decisions taken in the meeting (provided for in item III of Articles 33 and 34 of CVM Resolution No. 80/22) is not confused with the minutes of the AGE or AGDEB (provided for in item IV of Articles 33 and 34 of CVM Resolution No. 80/22), which, in accordance with paragraph 1 of Article 130, of Law No. 6.404/76, may be drawn up in the form of a summary of the facts occurred. Thus, the summary provided for in item III of Articles 33 and 34 of CVM Resolution No. 80/22 deals only with the result of the deliberations of the meeting.

20 As provided in paragraph 2 of Article 71 of Law No. 6.404/76, combined with paragraph 3 of Article 135 of Law No. 6.404/76 and item II of Article 34 of CVM Resolution No. 80/22, the documents pertinent to the matters to be debated in the general meeting of debenture holders must be made available, at the company's headquarters, upon publication of the first notice of calling of the general meeting. The sending of documents and information necessary to exercise the right to vote must be done via “IPE Online” in the Empresas.NET System, category “Assembly”, type “AGDEB”, species “Management Proposal”.

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It is noteworthy that CVM Resolution No. 80/22 exempts the issuer from submitting the summary of decisions to the issuer that submits the minutes of the general assembly on the same day of its realization, as provided for in paragraph 2 of article 33 and paragraph 1 of article 34. To use this option, however, it is necessary for the issuer to send the complete minutes of the general assembly on the same day the meeting is held.

In this sense, it is highlighted that, in accordance with item IV of article 33 (companies registered in Category A) and item IV of article 34 (companies registered in Category B) of CVM Resolution No. 80/22, the minutes of the General Shareholders’ Meeting (AGE), General Shareholders’ Meeting of Preferred Shares (AGEP), or General Debenture Holders’ Meeting (AGDEB) 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 resolutions, such as contracts.

Whenever possible, the minutes of AGE, AGEP, and AGDEB filed with the CVM must also contain the attendance list and the exact quorum for installation.

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

4.3 Projections

The disclosure of projections is information of a relevant nature, subject to the provisions of CVM Resolution No. 44/21, and the company’s Disclosure Policy must contemplate the adoption of this practice. According to item XXI of the sole paragraph of article 2 of CVM Resolution No. 44/21, the modification of projections disclosed by the company is an example of a relevant fact. Similarly, the initial disclosure of projections or the disclosure of projections regarding periods different from those previously disclosed are also considered relevant facts, and therefore the provisions 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 timeframes. 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 timeframes, makes such information constitute effective estimates or projections, rather than mere expectations or trends.

The absence of any element in statements or disclosures (such as, for example, relevant premises, parameters, methodologies adopted, and timeframes) by the company and its administrators does not remove the essence of the projection, only indicating that a certain statement or disclosure does not meet the requirements of completeness and consistency required by article 15 of CVM Resolution No. 80/22 for all information disclosed by the issuer. It is worth noting that the SEP’s action, regarding the analysis of information disclosed by companies to the market, seeks to avoid that unofficial information is provided, without clear methodology, and disconnected from its planning.

The use of words or expressions other than “projection” or “estimate” does not alter the essence of a certain statement nor, therefore, its ability to guide shareholders, potential investors, analysts, or other professionals regarding the company’s expectations regarding information disclosed to the market.

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At this point, it is important to differentiate the concepts of projection, whose disclosure is optional and is provided in section 3 of the Reference Form, from that of trend. The trend does not confuse with projection because it is not quantified.

CVM Resolution No. 80/22, in its article 21, provides that the disclosure of projections and estimates is optional and determines that, when the issuer decides to disclose them, they must be:
a) included in the Reference Form; b) identified as hypothetical data that do not constitute a promise of performance; c) reasonable; and d) accompanied by the relevant premises, parameters, and methodology adopted, and, if these are modified, the issuer must disclose, in the appropriate field of the Reference Form, that it has made changes to the premises, parameters, and methodology of previously disclosed projections and estimates (paragraph 3).

As determined by paragraph 2 of article 21 of CVM Resolution No. 80/22, projections and estimates must be reviewed periodically, at an interval of time appropriate to the object of the projection, which in no case may exceed 1 (one) year.

The issuer must also compare, quarterly, in the “Commentary on the behavior of business projections” field of the DFP and ITR Forms (see items 3.3.3 and 3.3.4), the projections disclosed in the Reference Form with the results actually obtained in the quarter, indicating the reasons for any differences (paragraph 4 of article 21 of CVM Resolution No. 80/22). Furthermore, the Reference Form (Item 3. Projections) must be updated within 7 (seven) business days counted from the alteration or disclosure of new projections or estimates (item VIII of paragraph 3 or item V of paragraph 4 of article 25 of CVM Resolution No. 80/22), without prejudice to the disclosure of a Relevant Fact, in the form of article 3 of CVM Resolution No. 44/21.

It is highlighted that whenever the premises of projections and estimates are provided by third parties, the sources must be indicated (paragraph 5 of article 21 of CVM Resolution No. 80/22), and it is not appropriate to refer to generic terms such as “Market Analyst Reports.”

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

Finally, if the disclosed projections are discontinued, this fact must be reported in the appropriate field of the Reference Form, accompanied by the reasons that led to their loss of validity, as well as disclosed as a Relevant Fact.

4.4 Shareholder Agreement

Without prejudice to the disclosure of a Relevant Fact regarding the 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:

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

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 minimum, date of signature, term of validity, parties, and description of the provisions relating to the issuer, within 7 (seven) business days counted from the issuer’s knowledge of their existence, in the category “Information on shareholder agreements provided for in article 33, item XVIII, of CVM Resolution No. 80/22”.

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

Shareholder agreements that lose validity must be cancelled via the “Document Cancellation” 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 Convention

In accordance with item IX of article 33 of CVM Resolution No. 80/22, the controlling company and its controlled companies that constitute, in the form of article 265 of Law No. 6.404/76, groups of companies, obligating themselves to combine resources or efforts to carry out their respective objects, or to participate in activities or ventures in common, are obliged to send a copy of the convention to the CVM, via “IPE Online” in the Empresas.NET System, category “Group Convention”, within a period of up to 7 (seven) business days counted from its signature.

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 Sentences

Without prejudice to the disclosure of a Relevant Fact regarding the petition or confession of bankruptcy, in accordance with article 2 of CVM Resolution No. 44/21, issuers must present to the CVM, via “IPE Online” in the Empresas.NET System, the following documents provided for in article 33, items XXV and XXVI, and article 34, items XVI and XVII, of CVM Resolution No. 80/22, on the same day of the issuer’s knowledge thereof:
a) bankruptcy petition, provided it is based on a relevant value, via the category “Bankruptcy Petitions”; b) sentence denying or granting the bankruptcy petition, via the category “Bankruptcy Sentence”, subjects “Sentence denying the bankruptcy petition” or “Sentence granting the bankruptcy petition”, as applicable.

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

It is alerted that the declaration of bankruptcy is one of the hypotheses for updating the Reference Form, in accordance with paragraphs 3 and 4 of article 25 of CVM Resolution No. 80/22 (see item 3.3.2.b), as well as entails the presentation of a new version of the Registration Form, in accordance with article 24 of CVM Resolution No. 80/22.

4.7 Petitions and Sentences Involving Judicial and Extrajudicial Recovery

Without prejudice to the disclosure of a Relevant Fact regarding the petition or declaration of judicial or extrajudicial recovery, in accordance with article 2 of CVM Resolution No. 44/21, issuers must present to the CVM, via “IPE Online” in the Empresas.NET System, the following documents provided for in article 33, items XX to XXIV, and article 34, items XI to XV, of CVM Resolution No. 80/22, within the deadlines indicated:
a) initial petition for judicial recovery, with all documents supporting it, on the same day of filing in court, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Initial Petition”; b) judicial recovery plan, on the same day of filing in court, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Recovery Plan”; c) sentence denying or granting the judicial recovery petition, with the indication, in the latter case, of the judicial administrator appointed by the judge, on the same day of the issuer’s knowledge thereof, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Sentences”; d) petition for homologation of the extrajudicial recovery plan, with the accounting statements prepared specifically to support the petition, on the same day of filing in court, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Petition for homologation of extrajudicial recovery plan”; e) sentence denying or granting the homologation of the extrajudicial recovery plan, on the same day of the issuer’s knowledge thereof, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Sentences”.

It is alerted that the declaration of judicial recovery and the judicial homologation of extrajudicial recovery are hypotheses for updating the Reference Form, in accordance with paragraphs 3 and 4 of article 25 of CVM Resolution No. 80/22 (see item 3.3.2.b), as well as entail the presentation of a new version of the Registration Form, in accordance with article 24 of CVM Resolution No. 80/22.

4.8 Transactions by Administrators, Related Persons, and Controlled/Affiliated Companies 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 advisory functions created by statutory provision;

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

b) by the company itself, its controlled and affiliated companies.

In the case of the natural persons referred to above, as provided for in article 11, caput and paragraph 4, of CVM Resolution No. 44/21, the communication must be made to the open company (via the DRI), indicating the quantity, characteristics, price, and date of the transactions and the method of acquisition or alienation of the securities issued by it and by controlled or controlling companies, or referenced therein, of which they are holders:
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 open.

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

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

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

In both the case of transactions by legal entities and 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 occurs.

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

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

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

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

With the objective of having complete and reliable information, 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 have been 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 advisory 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 transaction (and not the date of physical or financial settlement of the transaction) must be informed.

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

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

For the purpose of filling out the Trading Form of article 11 of CVM Resolution No. 44/21, regarding operations (contracting/return) of share lending, it is recommended that the company use the reference price of the contract, defined in the B3 asset lending contract models (Technical Description tab) as “the average price of the underlying asset of the loan on the trading session prior to the date of negotiation or renewal of the contract, or the last available average price.”

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

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

4.9 Relevant Transactions

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

According to the same provision, a relevant transaction is considered the transaction or set of transactions through which the participation of the 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 emphasized that the relevant participation must be calculated specifically regarding 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 highlighted 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 trust or portfolio administration contract is maintained; and on their own account or on behalf of third parties.

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

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

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

4.9.1 Recipient of the Obligation

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

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

COMMISSION OF SECURITIES
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br In accordance with article 21 of CVM Resolution No. 44/21, the aforementioned obligation to report extends to transactions carried out indirectly through "controlled companies or third parties with whom a trust or portfolio administration contract is maintained," except, in accordance with the first paragraph of the provision, for transactions carried out by funds under discretionary management.

4.9.2 Object of the significant participation
a. Shares
As indicated by reading the full text of article 12, the focus of the disclosure obligation is on the direct and indirect shareholdings held in the share capital of the public company.

b. Financial derivative instruments and other securities referenced in shares The disclosure obligation associated with the realization of relevant transactions extends to financial derivative 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 a provision for exclusively financial settlement.
The device in question also covers investment in structured operations 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 regulation, return must be interpreted as the "weight" of the share. For example: if a share represents 25% of the weight of a certain index that serves as a reference for the invested fund, that share is considered an indirect participation for disclosure purposes. The same reasoning applies to COEs and other derivatives. There are situations, however, where the "weight" is not known in advance, such as, for example, in situations of COEs that guarantee the best yield among 'n' shares at maturity. The regulation does not apply to situations like this, in principle, without prejudice to the possibility of CVM action if it verifies in a specific concrete case that the operation was structured with the purpose of concealing significant participation. Regarding the rules for calculating the percentages of participation in the case of financial derivative instruments, see item 4.9.3.

COMMISSION OF SECURITIES
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br A specific situation that deserves to be highlighted is that of convertible debentures and subscription warrants, the holders of which may become holders of shares yet to be issued. Such shares yet to be issued should not be considered in the calculation of the percentages that trigger disclosure. However, if the investor makes other acquisitions of shares or derivatives that trigger 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 the protection of 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 provisions of article 22 of CVM Resolution No. 44/21, which imposes on BDR program sponsors at levels II and III the rules of the aforementioned Resolution, provided they are compatible with the provisions applicable in the countries where the shares serving as collateral for such securities were issued. BDR level I sponsors 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 communication to the market are those corresponding to 5%, 10%, 15%, and so on, of the class or species of the issuer's share represented by means of these titles.

d. Share lending
It should be noted that the investor or group of investors who exceeds, upwards or downwards, even by means of ownership of shares acquired through lending, 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. Similarly, shares subject to lending must be considered in the calculation of the increase or decrease in participation for the purposes of the provisions of the caput and paragraphs 1 and 4 of the same article. In this sense, the declarations referred to in article 12 of CVM Resolution No. 44/21 must specify the portion of the shares held by the declaring investor that was acquired or alienated by means of share lending. The obligation to communicate the significant participation partially or entirely composed of shares taken by lending is applicable regardless of the purpose for 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:

COMMISSION OF SECURITIES
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br a) controlled company, directly or indirectly, by the investor; b) exclusive investment fund, whose only unit holder is the investor; c) investment fund or portfolio in which the administrator's decisions can be influenced by the investor; d) person with whom the investor maintains a trust contract. In examples "b", "c" and "d", according to the rules mentioned in this Circular (see item 4.9.1), it is the investor who must proceed with the disclosure of the Declaration provided for in article 12 of CVM Resolution No. 44/21, given the set of shares held by him directly and indirectly. In cases where indirect participation occurs through other companies, as in example "a" above, the indirect participation should only be taken into consideration, for the purposes of compliance with article 12 of CVM Resolution No. 44/21, in cases where significant 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 a controlling shareholder of company Y, which, in turn, reaches participation corresponding to 5% of the ordinary or preferred shares of the public company, it is company Y that must proceed with the disclosure of the Declaration provided for in article 12 of CVM Resolution No. 44/21, and investor X is not obliged to make another Declaration to disclose his indirect participation in the capital of the public company. For its part, if investor X holds direct participation in the public company and is also a controlling shareholder of company Y, which also holds participation in the public 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 public company. As already commented, note that indirect transactions are not considered those carried out by investment funds of which the persons mentioned in article 12 are unit holders, provided that such funds are not exclusive, nor can the administrator's trading decisions be influenced by the unit holders.

4.9.3 Calculation of the increase or decrease in participation
The incidence of the obligation to disclose relevant transactions occurs whenever there is an exceedance, upwards or downwards, of the thresholds of 5%, 10%, 15%, and so on, of participation in the species or class of shares representing the capital of a public company.
It is emphasized, however, that, in addition to the shares themselves, derivatives referenced in such shares must be considered, whether physical or financial settlement. When taking derivatives into account in verifying the aforementioned percentages, the following rules must be observed:
a) the total quantity of shares referred to in the derivative instrument must be taken into account, without adjustments based on the delta of the position; b) there are two parallel counts: (i) one involving, together, financial derivative instruments of physical settlement and shares and (ii) another involving only financial derivative instruments of financial settlement – disclosure is necessary when the percentages provided for in the regulation are reached in any of these counts and the disclosure must cover both shares and other instruments referenced therein, regardless of their form of settlement; c) whenever a financial derivative instrument, COE, or index fund admits the possibility of physical settlement (including by means of redeeming units in shares), it must be considered as of physical settlement; d) "sold" positions alone do not trigger the need for disclosure, however (i) there is no offsetting between "bought" and "sold" positions and (ii) once the need for disclosure is triggered, it must cover even "sold" positions; e) "bought" positions are considered, for example: shares held spot, instruments that confer the right or obligation to acquire shares at a future date, and swap contracts that confer payments to the investor based on the return of the shares; f) "sold" positions are considered, for example, those resulting from instruments that confer the right or obligation to alienate shares or that imply the need to make payments positively related to the return of the shares; g) if a share has a weight less than 20% in determining the return of a certain financial derivative instrument, COE, or market index investment fund, this share should not be aggregated with other positions potentially 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 potentially 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 should not be aggregated with 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, 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.

COMMISSION OF SECURITIES
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br Subsequently, the investor enters into a swap contract with 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 calculation of derivatives with exclusively financial settlement, i.e., the 4 preferred shares in the swap contract are not added to the 4 preferred shares previously held. At a later moment, the investor acquires a put option on 6 preferred shares. Regardless of the form of settlement of this contract and the fact that it represents 6% of the total of this species of shares, no disclosure is necessary and this "sold" position is disregarded in the calculation 21. Finally, the investor acquires a call option on 2 preferred shares, with physical settlement. The preferred shares referenced in this option contract are added to the 4 preferred shares held spot previously, causing the 5% threshold to be exceeded and, thus, triggering the need for disclosure. This disclosure will cover and specify 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 6.1 of the Reference Form. This is because the investor's position in shares did not exceed the 5% percentage of any of the species (see item 10.2.6). Despite this, the update of field 6.1 is recommended, in order to reflect the most recent position in shares that has been disclosed by the investor. Additional information made public by the investor with respect to financial derivative instruments can be included in field 15.6 of the form. Finally, it is alerted that the variation in share participation is not exclusively linked to a single operation, but is also assessed cumulatively, referring to the acquisition, alienation, or extinction of shares and rights on shares both onerous (purchase and sale, swap, and lending) and gratuitous (donation).

4.9.4 Group of persons acting in concert or representing the same interest
The obligation to communicate the variation in significant share participation covers not only individual investors, but also groups of persons acting in concert or representing the same interest. In order to facilitate understanding of the concept covered by the expression "representing the same interest," the following are exemplary hypotheses of linkage between shareholders:
a) link due to kinship, contract, or shareholders' agreement providing for voting rights; b) two or more companies under common control;

21 Although the "sold" position is disregarded in the calculation with respect to an investor, see item 4.9.4 below, with respect to intra-group positions in derivatives.

COMMISSION OF SECURITIES
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br c) company and its direct or indirect controller; d) exclusive fund and its sole unit holder; and e) situations where there is common discretionary management of resources.
Considering the concept of indirect participation (see item 4.9.2) and except for the provisions of the following paragraph, if significant share participation has been reached by a set of investors acting in concert or representing the same interest, the Declaration must specify 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 share capital of the public company and indicate the total participation held, directly and indirectly, by them. If significant participation is reached by a set of investors under common discretionary management, the declaration to be provided by the administrator must identify the manager and indicate the total share participation held, together, by the funds and portfolios under his management. It is not mandatory to specify the funds or portfolios and their respective shareholdings, according to a Decision of the CVM Board, in an extraordinary meeting held on 11.03.2011 (CVM Process No. RJ2011/2324) 22. It is worth clarifying that, in accordance with the same Decision, in the case of significant participation being reached in isolation by a certain fund or portfolio under discretionary management, the Declaration must identify the manager and the total share participation held, together, by all funds or portfolios under his management, and it is not mandatory to reveal the fund holding the significant participation. Finally, situations are highlighted where two or more companies of the same economic group trade with each other, especially by means of derivative contracts referenced in the shares in question, to transfer the economic exposure related to a certain share. As already clarified by the CVM Board in a previous decision (e.g. decision in CVM Process No. RJ2009/1365 23), the purpose of CVM Resolution No. 44/21, in requiring the disclosure of the transaction of significant participations, is to inform the market about significant changes in the distribution of patrimonial and political rights among shareholders, as well as in the dispersion and liquidity of the company's shares. In the case of derivative transactions carried out between companies of the same group, the accumulation of information resulting from the disclosure of each of these operations (for example, in scenarios where the risk of an operation contracted by a company of the same group is transferred to another company or companies of the same group) could impact the quality of the 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," in accordance with article 12 of the Resolution, derivative transactions between persons of the same group should be disregarded in the disclosure of significant participation.

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

COMMISSION OF SECURITIES
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
4.9.5 Responsibility of the administrator or manager
By virtue of article 22 of CVM Resolution No. 21/21, the administrator of a portfolio of securities must guarantee, through adequate internal controls, the permanent compliance with the norms and regulations in force, regarding the various alternatives and modalities of investment, the portfolio administration activity itself, and the standards of ethical and professional conduct. Thus, in the event of the investor's omission regarding compliance with what is determined by article 12 of CVM Resolution No. 44/21, the administrator of securities portfolios or the manager of resources may eventually be held administratively liable for providing such information, based on article 22 of CVM Resolution No. 21/21, when: (i) representing the same interest of its clients, being directly and exclusively responsible for the operation; (ii) having unequivocal knowledge about the effective possibility of reaching significant share participation; and (iii) being able to exercise discretionary political rights on shares of a company acquired for its clients. In light of the above, the administrator of investment funds may be held liable for the violation of article 12 of CVM Resolution No. 44/21.

4.9.6 Moment and form of disclosure
In accordance with article 12 of CVM Resolution No. 44/21, the communication of the increase or decrease in significant participation must be made immediately after the participation referred to therein is reached. As a rule, in order to observe the deadline established in the aforementioned article, the disclosure should 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 start of the trading session on 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 disclosure regime of Relevant Facts 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 the acquisition of such titles (see item 4.9.3), the communication must also be promoted when converting into shares or physical settlement of the financial instrument, provided that, by virtue of such conversion or settlement, the investor's share participation 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 should be treated as an alienation of the security or derivative instrument. Thus, the communication must be promoted if a percentage lower than 5%, 10%, 15%, and so on, is reached, observing the calculation method described in item 4.9.3 above. As a rule, an increase in participation greater than 5% does not need to be disclosed in the press.

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

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

The “Acquisition Declarations of Relevant Shareholdings” as well as the “Alienation Declarations of Relevant Shareholdings” must be sent to the IRD of the open company.

As soon as they are received by the company, the IRD must forward the declarations via “IPE Online” in the Empresas.NET System, category “Market Communication”, type “Acquisition/Alienation of Relevant Shareholdings (article 12 of CVM Resolution No. 44)” and species “Declaration of alienation of relevant shareholdings – article 12 of CVM Resolution No. 44/21” or “Declaration of acquisition of relevant shareholdings – article 12 of CVM Resolution No. 44/21”. In the case of declarations that have been published, by virtue of paragraph 5 of article 12 or spontaneously, the dates and newspapers in which the publication was carried out must be informed.

Additionally, the IRD must evaluate whether, based on the information received, the shareholding (excluding derivatives, whether physical or financial settlement) has exceeded the threshold of 5%, 10%, 15% and so on. If affirmative, the IRD must, likewise, promote the necessary update of the information provided on the subject in the Reference Form, in accordance with paragraphs 3, items V and VI, and 4, item III, of article 25 of CVM Resolution No. 80/22.

Finally, if the IRD believes that the declaration of acquisition or alienation of relevant shareholdings presented by the investor in compliance with article 12, caput, of CVM Resolution No. 44/21, does not reflect the reality determined by the company, it must include its reservation when retransmitting the declaration, informing what the shareholding the company believes to be correct.

4.9.7 Content of the declaration of increase and reduction of participation

Both acquirers and sellers, where applicable, must disclose the information provided for in items I to VI of article 12, caput, of CVM Resolution No. 44/21, namely:
a) name and qualification, indicating the registration number in the National Registry of Legal Entities or the Personal Income Tax Registry; b) objective of the participation and quantity sought, containing, if applicable, a declaration by the acquirer that the transactions do not aim to alter the composition of control or the administrative structure of the company; c) number of shares and other securities and derivative financial 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 Income Tax Registry or the National Registry of Legal Entities of its attorney or legal representative in the Country for the purposes of article 119 of Law No. 6.404/76.

It should be noted that, in the case of funds and managed portfolios, the information provided for 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 4.9.2b 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 the declaration by non-resident investor

In accordance with 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 shareholdings, by forwarding the information to the company.

In the case of the non-resident investor, it is the responsibility of his legal representative, in accordance with item III, of article 3 of the Regulation Annexed to CMN Resolution No. 4.373/14, “immediately communicate to the Central Bank of Brazil and to the CVM, observing their respective competences, the extinction of the representation contract, as well as the occurrence of any irregularity of which he becomes aware”.

In cases where the non-resident investor’s omission regarding compliance with what is determined by article 12 of CVM Resolution No. 44/21 occurs, his legal representative may eventually be held administratively liable, based on the sole paragraph of article 3 of the Regulation Annexed to CMN Resolution No. 4.373/14.

4.10 Trading Policy

The formulation of a securities trading policy, provided for in article 15 of CVM Resolution No. 44/21, is the initiative of the issuer and is optional. However, the preparation of such a policy is recommended, as it is very useful for issuers to establish additional conduct rules to those provided for in Law No. 6.404/76 and CVM Resolution No. 44/21, for transactions involving, mainly, the shares issued by itself.

The trading policy should not, therefore, represent a mere repetition of the text of the aforementioned Resolution, but contain a detailed description of the procedures and measures effectively adopted by the company to avoid violations of the rules 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, in accordance with 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 33, item XI, of CVM Resolution No. 80/22.

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

If the issuer chooses to prepare the trading policy and the disclosure policy as a single document, it must forward it via the Empresas.NET System, both through the category “Trading Policy of the company’s shares” and through the category “Disclosure Policy of Material Act or Fact”.

4.11 Investment Plan

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

Anyone who has a relationship with an open company that makes them potentially subject to the presumptions referred to 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 IRD; b) verifiable, including with regard to its institution and the carrying out of any alteration in 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) minimum period of 3 (three) months for the plan, its possible modifications and cancellations to take effect; e) existence of no more than one investment plan in force simultaneously; f) non-existence of operations that cancel 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 the possibility of defining a set of parameters, such as, for example, algorithms and formulas, that, once applied to the concrete case, determine whether the transactions will be carried out or not and, if so, what the dates and financial values involved. In this case, however, all parameters must be previously and objectively defined and irrevocable and unrevocable, so as to eliminate the ex post discretion of the participant in carrying out or not the transaction in question.

Regarding item “f”, attention is drawn to the impossibility of carrying out transactions with derivative financial 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 quarterly (ITR) and annual (DFP) information from the issuer, 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 possible changes in the dates of disclosure of quarterly accounting information and annual financial statements, determined by reasonable criteria defined in the plan itself.

Some open companies choose 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 signed 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 in which 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 the 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 Process CVM No. 19957.005109/2018-08 24 .

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

4.12 Disclosure Policy

The disclosure policy of material act or fact is a mandatory document established in article 17 of CVM Resolution No. 44/21, to all issuers. Such a document must contemplate, at minimum, the channel or channels of communication used to disseminate information about material acts and facts (in accordance with article 3, paragraph 4, of CVM Resolution No. 44/21) and the procedures related to maintaining confidentiality regarding material non-public information.

It is recommended that the Disclosure Policy of Information provide for adequate internal controls for each type of information to be treated as, for example, by creating a classification by order of relevance, and access controls for each type of information. Additionally, it is recommended that the Disclosure Policy establish objective criteria for determining the moment, form and means of disclosure of the information, and for identifying exceptional cases that would justify the exception to the rule of immediate disclosure and the request for 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 administrator entity to trade shares in 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 forward the Disclosure Policy to the CVM, via “IPE Online” in the Empresas.NET System, category “Disclosure Policy of Material Act or Fact”, as provided for in article 33, item XII (for issuers registered in Category A), and article 34, item VII (for issuers registered in Category B), both of CVM Resolution No. 80/22.

If the issuer chooses to prepare the trading policy and the disclosure policy as a single document, it must forward it via “IPE Online” in the Empresas.NET System, both through the category “Trading Policy of the company’s shares” and through the category “Disclosure Policy of Material Act or Fact”.

The disclosure policy of material act or fact must be updated whenever there is any change in the communication channels used by the company, in accordance with paragraph 7 of article 3 of CVM Resolution No. 44/21, prior to the implementation of the change.

It is recommended that the disclosure policy be prepared in a clear, objective and detailed manner, 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 IRD to disclose information to the market, as well as to supervise possible information leaks in the media and/or atypical fluctuations related to the trading of the company’s securities;
Moment of disclosure of material facts, which should preferably occur after the close of trading (in Brazil and in any foreign markets in which the company’s securities are traded);
Procedures to be adopted when the disclosure of Material Fact has to occur during trading, 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 IRD in case of having knowledge of material information;
Procedures to be adopted when there is doubt about the relevance of certain information; Recommendations to ensure compliance with the duty of confidentiality;
Cases of exceptions to the obligation to disclose; and
Liability in cases of non-compliance with the disclosure policy.

4.13 Bylaws

In accordance with CVM Resolution No. 80/22, issuers registered in Category A and Category B are obliged, by virtue, respectively, of item XIII of article 33 and item XXII of article 34 of the aforementioned Resolution, to present the consolidated bylaws, within 7 (seven) business days from the date of the assembly that deliberated the alteration, even if it depends, if applicable, on the homologation of the Central Bank. In this case, it is suggested that the information be disclosed at the beginning of the text of the document that the document is pending homologation by that body, and must be resubmitted as soon as such approval occurs. The submission must be made via “IPE Online” in the Empresas.NET System, in the category “Bylaws”.

The submission of the bylaws attached to the minutes of the assembly that deliberated its alteration does not dispense with its submission via “IPE Online” in the Empresas.NET System in the category “Bylaws”.

4.14 Board of Directors and Fiscal Council Meetings

CVM Resolution No. 80/22 determines, in items V and VI of article 33, that issuers registered in Category A must forward, via “IPE Online” in the Empresas.NET System, the following information, within the deadlines indicated:

a) minutes of Board of Directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, accompanied by any statements forwarded by the councilors, within 7 (seven) business days from their realization, through the category “Administration Meeting”, type “Board of Directors”, species “Minutes”; b) minutes of Fiscal Council meetings that approved opinions, accompanied by any statements forwarded by the councilors, within 7 (seven) business days from the date of disclosure of the act or fact subject of the opinion, through the category “Administration Meeting”, type “Fiscal Council”, species “Minutes”.

It should be noted that issuers registered in Category B are obliged to forward, 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 forwarded by the councilors, within 7 (seven) business days from their realization, as provided for in item V of article 34 of CVM Resolution No. 80/22.

Issuers whose securities are admitted to trading in organized markets must also observe the rules established by the entities administering such markets regarding the deadline for providing information on Board of Directors deliberations that impact the rights and form of trading of the securities issued by them.

It is also emphasized that, due to the provision contained in article 15 of CVM Resolution No. 80/22 which determines that “the issuer must disclose true, complete, consistent information that does not mislead the investor”, the content of the minutes of administration and Fiscal Council meetings must inform the reasons that led to the eventual contrary vote, as well as must contain any individual statements that have been presented by its members, in cases where such information may influence the investor’s decision.

Finally, although the minutes relating to the directorate meetings have not been included in the Resolution among the possible information of mandatory presentation, voluntary forwarding 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 of the change, which must include the consent of the replaced auditor.

Such communication must be sent to the CVM, by the company’s IRD, 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 noted that, according to article 29 of the aforementioned Resolution, it is the responsibility of the Fiscal Council of the audited entity, when in operation, to verify the correct compliance by the administrators with the provisions of article 28.

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

It is also worth noting that, as determined by item XI of paragraph 3 (for issuers registered in category “A”) and item VII of paragraph 4 (for issuers registered in category “B”), both of article 25 of CVM Resolution No. 80/22, the Reference Form must be updated within 7 (seven) business days from the date of communication by the issuer of the change in independent auditor, even if the start of the new auditor's services is on a future date.

In this regard, as provided for in Annex C of CVM Resolution No. 80/22, field 9.1.c of the Reference Form must inform the date of engagement of the services covered by the change communicated by the company.

Furthermore, the company must explicitly state in item 9.4 “Provide other information that the issuer deems relevant” the first document that will be subject to analysis by the new auditor.

In addition, the issuer must resubmit the Registration Form with the updated data of the new independent auditor, within 7 (seven) business days from the event that caused the change (in this case, understood as the aforementioned communication of the auditor change), in accordance with article 24 of CVM Resolution No. 80/22.

It is emphasized that item 3.3 of the Registration Form – “Start date 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 regarding transactions between related parties

As determined by article 33, item XXXII, of CVM Resolution No. 80/22, open companies registered in Category A must disclose communication regarding transactions between related parties, in accordance with the provisions of Annex F of said Resolution, within 7 (seven) business days from the occurrence of each transaction subject to disclosure.

Such disclosure must occur through “IPE Online” in the Empresas.NET System, category “Communication regarding 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.

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

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 contract execution in accordance with applicable legislation, which cannot exceed: (i) the date of signing the contract, if any, that establishes the transaction or set of transactions between related parties; or (ii) in exceptional cases, where, given the nature of the business or the circumstances of the case, it is not possible to adopt the moment of contract execution as a reference, the date of settlement of the transaction or the date of start of its execution, whichever occurs first. Depending on the criteria indicated in item II of said Annex F (the characteristics of the operation; the nature of the related party's relationship with the issuer; and the nature and extent of the related party's interest in the operation), it is considered good practice for the Company's administration, with the objective of maintaining a high level of transparency, to disclose the communication upon its approval by the competent corporate bodies, even with reservations regarding any conditions to be implemented for the conclusion of the business and without prejudice, as already observed, to the need to observe the provisions of CVM Resolution No. 44/21.

It is important that administrators, in the exercise of their fiduciary duties, implement internal controls that ensure the identification of these operations throughout the preliminary negotiation and timely disclosure upon their execution.

In accordance with Annex F of CVM Resolution No. 80/22, only the following should be subject to disclosure:

I – the transaction or set of correlated transactions, whose total value exceeds the 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 operation.

Regarding item I above, item III of article 3 of Annex F of CVM Resolution No. 80/22 establishes that:

“III – “correlated transactions” is understood as the set of similar transactions that have a logical relationship with each other due to their object or 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 continuous duration that encompass periodic installments, provided that the values involved are already known.”

In this sense, communications regarding transactions between related parties concerning contracts that the company's administration identifies as relevant must be disclosed within the period provided for in article 33, item XXXII, of CVM Resolution No. 80/22, counted from the date of signing, renewal, or alteration of the contract being disclosed. The concept of relevance should be based on the values described in Annex F and the best estimates of the administration, even if it is not possible, on the date of contract execution, 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 falls under the definition of correlated transaction stated above, the transactions must be reported. The fact that the hiring occurs in different years does not waive the need for disclosure.

If, for example, there are monthly contracts with a related party and in a certain month the amount of R$50 million is reached, communication is required. If in the following month, there is a new contract of R$5 million, for example, no new disclosure is necessary. Communication is required only when a new amount of R$50 million (or 1% of the issuer's total assets) is reached.

Transactions referenced in foreign currency must be periodically verified to analyze 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 equity capital 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 equity capital 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 rule, see the organizational chart below:

Imagine that the issuer reporting the information is A.

Controller
A
Sub A1 Sub A2
B

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

Transactions (i) between A (or its subsidiaries Sub A1 and Sub A2) and the Controller; and (ii) between A (or its subsidiaries Sub A1 and Sub A2) and B must be disclosed.

There is no obligation to disclose (i) transactions between Sub A1 and Sub A2 with each other nor (ii) transactions between A and its subsidiaries. Such disclosure would only become mandatory if the Controller or B held participation in Sub A1 or Sub A2 by other means than via A 25.

It is highlighted that, according to the Collegiate's decision in Process CVM No. 19957.003597/2018-19, 26 ordinary and recurring cash and treasury management operations, carried out within the intervals of the tariff tables published by the contracted financial institutions, are exempt from disclosure under Annex F, even if they exceed the financial thresholds referred to in the regulation. The exemption does not cover the disclosure of transactions between related parties in the Reference Form and financial statements, in the manner of the specific applicable regulation, nor does it exempt administrators and controlling shareholders from the duties established in Law 6.404/76.

Still within the scope of the mentioned decision, it is worth noting that the CVM Collegiate understood the forwarding of said process to the Market Development Superintendence – SDM, so that it could conduct studies on the subject, aiming at eventual regulatory alteration that encompasses the exemption currently treated.

It is also highlighted, the Collegiate's decision within Process CVM No. 19957.001316/2020-08 27, following the SEP's manifestation, that it understood (i) it is reasonable to grant the exemption from compliance with CVM Resolution No. 80/22, article 33, item XXXII, for credit granting and banking services operations, routine in the case of financial institutions; and for transactions involving the issuer and sponsored entities, and (ii) on the other hand, it is not reasonable to exempt compliance with the cited regulation for transactions with subsidiaries where there is 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 lower than 1%.

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

25 This example considers only equity participations of the controlling shareholder, but the same logic applies to administrators.
26 See http://www.cvm.gov.br/decisoes/2018/20181227_R1/20181227_D1018.html.
27 See https://conteudo.cvm.gov.br/decisoes/2020/20200707_R1/20200707_D1848.html.

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

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

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

It is recommended that issuers prepare and disclose a Related Party Transactions Policy, approved by the Board of Directors, which provides 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 forwarded by the Empresas.net System, under the category “Related Party Transactions Policy”.

a) provision that, prior to the approval of specific transactions or guidelines for contracting transactions, the Board of Directors requests from the management market alternatives to the transaction with the related party in question, adjusted by the risk factors involved; b) prohibition of forms of remuneration for advisors, consultants, or intermediaries that generate conflicts of interest with the company, administrators, shareholders, or classes of shareholders; c) prohibition of loans in favor of the controller and administrators; d) the hypotheses of transactions with related parties that must be based on independent appraisal reports, prepared without the participation of any party involved in the 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 restructuring involving related parties must ensure equitable treatment for all shareholders.

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

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

4.17 Communication regarding indemnity contracts

In accordance with Circular Office No. 9/2018/CVM/SEP, whenever the provision of an indemnity commitment for administrators occurs, the company must forward, through 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 mentioned submissions are: Category “Indemnity Contracts” and Types: “Indemnity Contracts and Amendments” and “Other Documents Related to Indemnity Contracts”, depending on the document to be forwarded.

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

4.18 Equity-based remuneration plans

The company must disclose, through the Empresas.NET System, any equity-based remuneration plans it possesses, including stock purchase option plans.

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

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

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

All equity-based remuneration plans referring to the remuneration of administrators of the open company must be archived in the Empresas.NET System, even if the shares used in the plan are not issued by the company itself, but by the controlling, controlled, affiliated, or commonly controlled company.

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 referred 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 dividend or interest on equity capital that may be declared by the company must be stated.

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

4.19 Results Release

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

In the preparation of results releases, considering the risks arising from the disclosure of only a portion of the information contained in the financial statements, special attention must be paid to the observance of the principles contained in articles 15 to 17 of Resolution No. 80/22, particularly 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 different conclusion than that which would be obtained after reading the complete financial statements. Among other aspects, positive and negative information of equal relevance included in the press release must be disclosed with the same prominence.

In the case of disclosure of non-accounting measurements, the principles contained in CVM Resolution No. 156/22 must always be observed, whenever applicable, particularly with regard to the need to reconcile these data with the accounting numbers.

4.20 Presentation material to analysts / market agents

As per article 33, item XIV, of CVM Resolution No. 80/22, companies that hold a public meeting with analysts and market agents must forward the material presented on the same day of its occurrence.

The submission must be made through “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 submitted 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 additional information to that contained in the presentation material used is disclosed, for example, as a result of questions formulated by meeting participants, these must be included in this material, which must be resubmitted by the Empresas.NET System, without prejudice to the provisions of article 3 of CVM Resolution No. 44/21, in cases where such information constitutes a Relevant Fact.

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

4.21 Market Maker
The activity of market makers is regulated by CVM Resolution No. 133/22. According to the definition given in Article 2 of this CVM Resolution, a market maker is a legal entity, duly registered with stock exchanges and organized over-the-counter market entities, interested in carrying out operations aimed at fostering the liquidity of securities registered for trading.

The market maker may exercise its activity autonomously or be hired by the issuer of the securities in which it specializes, by controlling, controlled, or affiliated companies of the issuer, or by any holders of securities who have an interest in forming a market for the papers under their ownership.

At the time of hiring or dismissing the market maker, by the issuer or its controlling shareholder, the company must inform the CVM and the stock exchange or the organized over-the-counter market entity, as applicable: I – name and qualification of the market maker; II – the company's objective in the operation; III – the duration of the contract; IV – the quantity of shares in circulation in the market, by species and class, according to the definition contained in CVM Resolution No. 77/22; V – indication of any agreement or contract between the market maker and the controller, when applicable, regulating the exercise of voting rights or the purchase and sale of securities issued by the company.

In the case of hiring by another party other than the issuing company or its controlling shareholder, the hired institution must inform the fact to the stock exchange or the organized over-the-counter market entity, as applicable.

The activity of the market maker seeks to establish a reference price for the trading of the asset, and its importance will be measured by the results obtained with its performance, since the possibility of buying and selling assets at any time encourages people to invest in these papers. Therefore, the SEP understands that both the hiring and dismissal of a market maker are decisions that may significantly influence investors' decisions to buy, hold, or sell such securities; thus, both the hiring and dismissal of a market maker must be reported to the market as a material fact, in accordance with CVM Resolution No. 44/21.

4.22 Installation of the Statutory Audit Committee and election of its members
Attention is called to the obligation to send the communications provided for in items XXVIII and XXIX of Article 33 and items XIX and XX of Article 34 of CVM Resolution No. 80/22, including regarding the information of the curriculum of new members in case of changes in the committee's composition, which must be sent within 7 (seven) business days counted from the date of installation or change in composition.

For sending, one must use the “IPE Online” in the Empresas.NET System: Category: “Communication to the Market”, 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 of publicly held companies. The references made to CVM Instruction No. 358/02 and CVM Instruction No. 480/09 (with updates to article numbers), in force at the time, remain valid, being compatible with the respective commands of CVM Resolution No. 44/21:

We verify that the existence of uncertainties about the effect of the Covid-19 pandemic on the companies' performance, as well as the modifications in work routines occurring in recent months, have fostered the more frequent holding of “lives”, that is, “live” transmissions of presentations with the presence of executives of publicly held companies, usually organized by a third party, not the company itself.

Firstly, we emphasize that the same rules provided for in the norms dealing with the disclosure of information apply to such events, notably those that regulate the disclosure of material 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 note that, since they do not appear in the Company's Corporate Events Calendar and are organized by persons or entities unrelated to the company's administration, we recommend that a Communication to the Market 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 the guidance contained in item 4.20 of CIRCULAR LETTER/CVM/SEP/Nº 2/2020, “for the equitable treatment of all market participants, this material must be sent before or simultaneously with the start of the meeting, containing all relevant information that will be addressed in it.”

This same guidance applies to the information to be disclosed in the aforementioned “live”. Even if there is no visual presentation, in slides or any other format, the Communication to the Market that informs about the holding of the event must also contain a list of the topics to be discussed, and potentially the questions that will be asked, which must be obtained from the organizers if there is no predefined agenda established together with the company.

Again citing CIRCULAR LETTER/CVM/SEP/Nº 2/2020, “if during the meeting additional information to that contained in the presentation material used is disclosed, for example, as a result of questions 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 Material Fact.”

If it is not possible to disclose the content of the presentation in advance, due to the impossibility of obtaining such information from the organizers, or due to a free presentation format, we recommend that the live be held outside trading hours, preferably after the market closes, 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 not contained in documents already disclosed by the company.

It is important to mention, finally, that due to the scenario mentioned, this circular highlights and details guidance 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 guidance involving lives with executives:

The Department of Corporate Relations of the Securities and Exchange Commission (SEP/CVM) received and answered questions from participants and market institutions — such as the Brazilian Association of Publicly Held Companies (Abrasca) and the Brazilian Investor Relations Institute (IBRI) — regarding the guidance on lives with executives, published by the technical area on 8/26/2020.

Circular Letter CVM/SEP 07/2020 highlights that the same rules provided for in the norms dealing with the disclosure of material 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 publicly held 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. Thus, the non-adoption of the suggested practices will not be the object of sanctioning action by the SEP, provided that said regulation is complied with.

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

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

Scope
The SEP also informs that the terms “executives” and “company representatives” were used in the circular letter to broaden the scope, as the technical area understands that any person speaking on behalf of the company (whether statutory administrator or not) must observe the regulation. Thus, the recommendations do not apply to a live with the participation of a Statutory Director speaking about their career or studies, or even a discussion about a certain production technique, but they affect 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, but also to the Board of Directors, its controllers, and any other bodies with technical or advisory functions.

4.24 Operational data and metrics
It is verified that, with some frequency, companies have disclosed operational data and metrics through Communications to the Market. In principle, there is no impediment to making such disclosure by Communication, provided that this information does not constitute a Material Fact in accordance with CVM Resolution No. 44/21. For this, the disclosed data or metrics must not allow a direct inference about the Company's financial result, nor must they represent a multiple commonly used for the valuation calculation of a company in that sector, as in these cases we are dealing with a possible anticipation of financial information, information of a relevant nature according to item 3.2.2 of this Circular Letter.

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

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

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 inspection activities carried out 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 in support of the exchange will take place, 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 called to issuers with securities traded on B3 regarding the need to meet the requests that may be issued by the exchange based on said 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 submission of periodic and eventual information provided for in CVM Resolution No. 80/22, CVM Resolution No. 81/22, Article 28 of CVM Resolution No. 23/21, and CVM Resolution No. 44/21 must be made via the Empresas.NET System (see Chapter 9).

It is worth noting that the final deadlines for submitting 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 deadline for submitting this information.

For information whose submission deadline is not stipulated in CVM Resolution No. 80/22 in business days, it is worth informing that, coinciding with Saturday, Sunday, or a national holiday, the final date for presenting periodic and eventual 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 of submitting periodic information provided for in CVM Resolution No. 80/22 will be subject to a daily coercive fine (see item 2.15), according to the values related in Annex 3 of CVM Resolution No. 47/21, without prejudice to the assessment of eventual responsibilities of the administrators for non-compliance with the deadlines (and, when applicable, the receiver, the trustee, the judicial administrator, the judicial manager, or the liquidator), in accordance with Articles 9, item V, and 11 of Law No. 6.385/76.

Furthermore, it is emphasized that it constitutes a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6.385/76, the transgression of the provisions of CVM Resolution No. 44/21, as provided for in its Article 19, as well as the disclosure to the market or submission to the CVM of false, incomplete, or inaccurate information that induces the investor to error, and the repeated non-observance of the deadlines fixed for the presentation of eventual information provided for in CVM Resolution No. 80/22, in accordance with its Article 65.

Without prejudice to the provisions of the two previous paragraphs, it is highlighted that the company must keep the market informed about any difficulty in meeting the deadlines provided for the presentation of periodic and eventual information. The Company's Investor Relations Officer (DRI) must evaluate the method of disclosure in each concrete case, being certain that in some occasions it may be a material fact.

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

For the documents relating to periodic and eventual information to be prepared and delivered in an integral manner, together with the CVM, it is recommended that companies observe the following minimum requirements of legibility and clarity in the preparation of this information:

a) Texts may not exceed the minimum margin limits that allow for their printing, nor should they be overlapped by graphic elements, tables, headers, etc.; b) The content must have sufficient resolution for its electronic or printed reproduction; c) Page numbering must not contain repetitions, 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 limit for font size is 7pt, especially for covers and tables; f) The logical integrity of the disclosed file must be preserved, without presenting defective pages; g) No text or image may be cut, totally or partially; h) Numbered and alphabetical lists must be correctly sequenced and without repetitions, in a unified and continuous manner; and i) Practices that prioritize reading fluency and consultation of information must be used;

Although not crucial, the following should also be observed:

a) Page and paragraph breaks that prevent truncated reading, in order to avoid “orphan” and “widow” lines; b) Use of typography and font size consistent throughout the entire document; c) Consistency in sequences of alphabetical and numbered lists, in order to prevent doubts regarding the logical structure of the document; d) Consistent page size throughout the same document; e) Avoid the improper separation of titles, table headers, or footnotes, from their respective contents, across two pages; f) Pay attention to misaligned or poorly formatted tables, which hinder the understanding of information; g) In pages of files that have been digitized, avoid the presence of spots resulting from the digitization process, such as threads and black margins; h) Signatures should be omitted or replaced with the expression “/s/” – indication that the original contains the signature of the person responsible for the information;

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

i) Observe the optimization of page and section spaces; and j) Avoid blank pages with repetition of headers and/or footers.

It is alerted that, despite the absence of an express provision in the current regulatory framework regarding minimum content to be considered when publishing in summarized form 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 compliance with articles 15 and 16 of CVM Resolution No. 80/22, so that the published summarized document 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 widely circulated newspaper, the CVM, and B3 (in the case of a listed company) where the full text of the document is located.

Even if the Company publishes the full text in the printed newspaper, instead of the summarized form, of the mandatory publication, no legal provision is envisioned that dispenses with the publication of the full text of the document on the newspaper's Internet page, according to the current wording of article 289, item I, of Law No. 6.404/76. Smaller-sized open companies, that is, those that have generated annual gross revenue less than R$ 500,000,000.00 (five hundred million reais), verified based on the financial statements closing the last social year, have the option to carry out the publications ordered in Law No. 6.404/76, or provided for in the regulation issued by the CVM through the Empresas.NET or Fundos.NET Systems, as applicable. The exercise of this option takes place in accordance with the terms defined by CVM Resolution No. 166/22, it being certain that the provisions of such Resolution do not alter the obligations of smaller-sized open companies regarding compliance with the obligations provided for: I – in the specific regulation that provides for the registration and provision of periodic and eventual information by issuers of securities admitted to trading in regulated securities markets; and II – in the specific regulation that provides for the disclosure of information on relevant acts or events.

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 notice to shareholders in the minutes of the Annual General Meeting, in accordance with paragraph 3 of article 289, of Law No. 6.404/76.

Regarding this, it is understood that the wording of paragraph 3 of article 289 of Law No. 6.404/76 refers to any change caused by the Company. Considering that, at this time, ceasing 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 item "Disclosure Channels", and provide an 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 Resolution No. 80/22 determines, in its article 14, that the issuer must send to the CVM and to the entities administering the markets in which its securities are admitted to trading the periodic and eventual information, according to content, form and deadlines established in Chapter IV of the Resolution, which provides, among other things, the obligation to send via an electronic system available on the CVM's page on the world wide web.

The issuer registered in Category A must also place and maintain the information disclosed by it on its page on the world wide web for 3 (three) years, counted from the date of disclosure.

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

It is emphasized that this archiving rule refers to all periodic and eventual information provided for in legislation and regulation issued by the CVM, not limited only to those listed in article 33 of CVM Resolution No. 80/22. 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 Resolution.

It is also necessary to clarify that there is a need for effective archiving of information on the company's page. The simple insertion of a link on the company's page, directing investors to documents archived on the CVM or exchange site, in the Empresas.NET System, is not considered a valid procedure to comply with the provision of the norm.

Although not mandatory, it is recommended that companies registered in Category B place and maintain the periodic and eventual information provided in compliance with articles 22 and 34 of CVM Resolution No. 80/22 on their own page on the world wide web, similar to what is required for companies registered in Category A by article 14, paragraph 1, of said Resolution.

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

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

It should be remembered that, in accordance with article 61 of CVM Resolution No. 80/22, the SEP may request the sending of additional information and documents required by this Resolution or request clarification on information and documents sent, by means of communication sent to the issuer, granting it a deadline to comply with the request. Such information and documents will be considered public by the SEP, as provided in paragraph 2 of article 61 of Resolution No. 80/22.

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

According to paragraphs 4 and 5 of article 61 of CVM Resolution No. 80/22, confidential information must be sent within a sealed envelope, addressed to the SEP, and the word "confidential" must appear on the envelope, and the issuer and its administrators, directly or through the Legal Representative, will be responsible for immediately disclosing to the market the information for which the SEP has approved confidential treatment, in the event that the information escapes control or there is atypical fluctuation in the quotation, price, or quantity traded of the issuer's securities.

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

It is emphasized that, in accordance with paragraph 1 of article 61 of CVM Resolution No. 80/22, the SEP may, in any way, determine that the issuer disclose the information or document, if it 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 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 emphasized 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 provide for the subsequent archiving of the translated version of the document, in the shortest possible time.

In addition, it is emphasized that companies listed on B3's Novo Mercado must observe the rules established regarding the disclosure of documents in English.

6 Special Rules on Issuers
6.1 Issuers with large market exposure (EGEM) and Frequent Fixed Income Issuer
In accordance with article 38 of CVM Resolution No. 80/22, 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 registration request for the public distribution offer of securities.

The status of issuer with large market exposure must be declared by the issuer in the registration request for the public distribution offer of securities, by means of a document signed by the Legal Representative containing:
a) declaration that the issuer meets the requirements indicated above; and

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

b) calculation memo made by the issuer to verify the market value of shares in circulation.

In accordance with article 38-A of CVM Resolution No. 80/22, with the alteration given by CVM Resolution No. 162/22, the frequent fixed income issuer is one that:
a) is considered an issuer with large market exposure, in accordance with article 38; or b) cumulatively meets the following requirements:
b.1) is registered in categories A or B for more than 24 (twenty-four) months and is in the operational phase; b.2) has fulfilled its periodic obligations in the last 12 (twelve) months; and b.3) in the last 4 (four) social years:
b.3.1 ‒ has carried out public offers, submitted to the ordinary registration procedure for distribution, in a total amount equal to or greater than R$ 500,000,000.00 (five hundred million reais) of the fixed income security it intends to offer; or b.3.2 ‒ has carried out at least 2 (two) public offers, submitted to the ordinary registration procedure for distribution, of the fixed income security it intends to offer.

It is emphasized that the status of frequent fixed income issuer must be declared by the issuer in the registration request for the public distribution offer of securities, by means of a document signed by the Legal Representative containing:
a) in the event of item a) above, documents provided for in the sole paragraph of article 38; or b) declaration that the issuer meets the items "b.1" and "b.2" above; and c) calculation memo made by the issuer to verify item b.3) above.

It should be noted that, if the requirements and procedures listed in CVM Resolution No. 160/22 are met, the registration of the offer is not subject to prior analysis by the CVM and the distribution can be carried out automatically for subsequent public offer, in the case of EGEM, for distribution of shares, subscription bonuses, convertible or exchangeable debentures into shares and deposit certificates on these securities, and in the case of frequent fixed income issuer, for non-convertible or non-exchangeable debentures into shares, or other types of securities representing debt.

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

6.2 Issuers in special situation
6.2.1 Issuers in extrajudicial recovery
In addition to the periodic and eventual information provided for in sections II and III of Chapter IV of CVM Resolution No. 80/22, issuers in extrajudicial recovery must send to the CVM reports on compliance with the payment schedule and other obligations established in the extrajudicial recovery plan, with a frequency not exceeding 90 (ninety) days, as provided in article 39 of the Resolution. These reports must be sent via "IPE Online" in the Empresas.NET System, category "Information of companies in judicial or extrajudicial recovery", type "Report on compliance with the Plan".

It is alerted that paragraph 3 of article 48 of CVM Resolution No. 80/22 provides that whenever an issuer in a special situation has its administrators replaced by a liquidator, judicial administrator, judicial manager, intervener or similar figure, this person will be equated to the Legal Representative for all purposes provided for in the legislation and regulation of the securities market.

It should be noted that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, particularly regarding the change in the company's status and its responsible party by sending the Registration Form, within 7 (seven) business days counted from the event that caused the alteration, without prejudice to the confirmation of the information contained in the Form until May 31 of each year, in accordance with article 24 of CVM Resolution No. 80/22.

6.2.2 Issuers in judicial recovery
Article 40 of CVM Resolution No. 80/22 dispenses issuers in judicial recovery from submitting the Reference Form, and this dispensation remains valid until the submission to court of the detailed report at the end of the recovery process.

Notwithstanding, according to the sole paragraph of said article, the issuer in judicial recovery registered in category A authorized by a market administrator to trade shares or deposit certificates of shares on a stock exchange must submit the Reference Form filled out with sections 2, 4, 8 and 13, and with items 6.1, 6.2, 7.3 and 7.4, until the presentation to court of the detailed report at the end of the recovery process, observing the provisions of paragraph 3 of article 25 of this Resolution.

In addition, these issuers must send, via "IPE Online" in the Empresas.NET System, the other periodic and eventual information provided for in the Resolution, including the following information provided for in its article 41, on the same day of its presentation to the court:
a) monthly demonstrative accounts accompanied by the judicial administrator's report, in the category "Information of Companies in Judicial or Extrajudicial Recovery", type "Monthly demonstrative accounts"; and b) 4.7 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".

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

It should be noted that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, particularly regarding the change in the company's status and its responsible party by sending the Registration Form, within 7 (seven) business days counted from the event that caused the alteration, without prejudice to the confirmation of the information contained in the form until May 31 of each year, in accordance with article 24 of CVM Resolution No. 80/22.

It should be noted that the responsible 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 42 of CVM Resolution No. 80/22, the issuer in bankruptcy is exempt from providing the periodic information referred to in section II of Chapter IV of CVM Resolution No. 80/22, except regarding the Registration Form, in accordance with article 24 and its sole paragraph.

In addition to what is required by articles 33 and 34, these issuers must send to the CVM, via "IPE Online" in the Empresas.NET System, the eventual information provided for in article 43 of CVM Resolution No. 80/22, within the respective deadlines specified:
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 demonstrative accounts, in the category "Information of Companies in Bankruptcy", type "Administrative demonstrative accounts"; 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".

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

6.2.4 Issuers in liquidation
According to article 44 of CVM Resolution No. 80/22, the issuer in liquidation is exempt from providing the periodic information referred to in section II of Chapter IV of CVM Resolution No. 80/22, except regarding the Registration Form, in accordance with article 24 and its sole paragraph.

In addition, these issuers must send to the CVM, via "IPE Online" in the Empresas.NET System, the eventual information provided for in the Resolution, including the following information listed in article 45 of CVM Resolution No. 80/22, within the respective deadlines specified:
a) act of appointment, dismissal or substitution of the liquidator, in the category "Information of Companies in Liquidation", types "Appointment of liquidator", "Dismissal of liquidator" or "Substitution of liquidator", as applicable; b) general list of creditors prepared by the liquidator, in the category "Information of Companies in Liquidation", type "General list of creditors"; c) definitive general list of creditors, in the category "Information of Companies in Liquidation", type "Definitive general list of creditors"; d) report and final balance sheet of the liquidation, in the category "Information of Companies in Liquidation", type "Report and Final 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 closing the liquidation, in the category "Information of Companies in Liquidation", type "Act of closing the liquidation".

It should be noted that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, particularly regarding the change in the company's status and its responsible party, by sending the Registration Form, within 7 (seven) business days counted from the event that caused the alteration, without prejudice to the confirmation of the information contained in the Form until May 31 of each year, in accordance with article 24 of CVM Resolution No. 80/22.

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

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

7 Relevant Corporate Events and Other Guidelines

7.1 Common Guidelines for Ordinary and Extraordinary General Assemblies

7.1.1 Shareholder Representation at Assembly

Paragraph 1 of Article 126 of Law No. 6.404/76 establishes that a shareholder may be represented at an assembly by a proxy appointed less than 1 (one) year ago, who is a shareholder, an administrator of the company, or a lawyer; in the case of a public company, the proxy may also be a financial institution, with the fund manager representing the condominium owners.

The CVM Collegiate, in a meeting held on 04.11.2014 (CVM Process No. RJ2014/3578) 28, understood that legal entity shareholders may be represented at shareholders' assemblies through their legal representatives or through duly constituted agents, in accordance with the company's constitutive acts and 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 Resolution No. 81/22 provides, in its Article 6, that the call notice must list the documents required for shareholders to be admitted to the assembly.

The Resolution allows the company to request the prior deposit of the documents mentioned in the call notice, if the bylaws contain a provision regarding the subject, but determines that a shareholder who attends the assembly armed with the required documents may participate and vote, even if they failed to deposit them previously.

Thus, the impediment to participation in an assembly by a shareholder's representative who failed to adopt the procedure for early delivery of the proxy instrument as established by the company constitutes a violation of Law No. 6.404/76 and Article 6 of CVM Resolution No. 81/22.

It is further noted that, in a meeting held on 24.06.2008 (CVM Process No. RJ2008/1794) 29, the CVM Collegiate issued an understanding that, although Law No. 6.404/76 conditions the representation of shareholders on the presentation of a proxy, neither the Civil Code nor the Corporations Law require the notarization or consularization of proxies. In this way, the company may always, at its discretion, waive the notarization and consularization of the proxy instruments granted by shareholders to their representatives.

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

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

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

7.1.2 Public Proxy Solicitations

CVM Resolution No. 81/22, which regulated the information and documents that companies must disclose to instruct the exercise of voting rights by their shareholders at assemblies, also established rules to discipline public proxy solicitations for the exercise of voting rights.

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

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

It is noted that investment funds whose decisions on the exercise of voting rights at assemblies are made discretely by the same manager are considered as a single shareholder, under the terms of CVM Resolution No. 81/22.

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

A copy of the draft proxy and the other information required in Article 51 of the Resolution, including the identification of the natural or legal persons who promoted, organized, or funded the proxy solicitation, even if partially, must be forwarded to the CVM, on the date the solicitation begins, through “IPE Online” in the Empresas.NET System, category “Assembly”, type “AGO”, “AGO/E”, “AGE” or “AGESP”, as applicable, species “Material related to public proxy solicitations”.

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

In line with the provisions of Law No. 6.404/76, CVM Resolution No. 81/22 determines that proxies subject to public solicitation 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 solicitation; b) expressly indicate how the proxy must vote regarding each of the proposals or, if applicable, if they should abstain regarding such proposals; and c) be restricted to a single assembly.

When the public proxy solicitation is carried out by the company, the administration must communicate to the market its intention to carry out the solicitation up to 10 (ten) business days before the start of the campaign, indicating the matters for which proxies will be requested.

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

In this sense, the regulation stipulates that proxies subject to public solicitation 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% (half percent) of the share capital.

Shareholders representing at least 0.5% (half percent) of the share capital of the public company may also obtain a list containing the addresses of all other shareholders of the company, free of charge (see item 7.1.3).

Regarding the charges related to the public proxy solicitation, CVM Resolution No. 81/22 establishes, in its Article 60, that solicitations promoted by the administration may be funded by the company. In the case of solicitations formulated by shareholders representing at least 0.5% (half percent) of the share capital, the regulation provides that only expenses resulting from the following are reimbursable:
a) publication of up to 3 (three) announcements in the same newspaper in which the company publishes its financial statements; and b) printing and sending of proxy solicitations to the company's shareholders.

If the proposal supported by the shareholders is approved or if at least one of the candidates supported by them is elected, the company must bear the total value of the reimbursable expenses incurred.

On the other hand, if the shareholders' proposal is not accepted or the candidates supported by them are not elected, the company is obliged to reimburse only 50% (fifty percent) of the reimbursable expenses.

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

It is noted that a company that accepts electronic proxies through a system on the worldwide web is not obliged to reimburse shareholders for expenses incurred with the carrying out of public proxy solicitations for the exercise of voting rights (Article 60 of CVM Resolution No. 81/22).

It is worth noting that companies that adopt remote voting, under CVM Resolution No. 81/22, and wish to carry out a public proxy solicitation must disclose, together with the communication to the market of their intention to carry out said solicitation (Article 55 of CVM Resolution No. 81/22), all valid requests for inclusion of proposals and candidates received so far, according to Article 41 of CVM Resolution No. 81/22 (see item 7.2).

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

7.1.3 Request for List of Shareholder Addresses (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 proxy at assemblies, independent of prior solicitation of proxy by the company itself, increasing the possibilities of organizing non-controlling shareholders, aiming at the exercise of voting rights. If a shareholder wishes to obtain the addresses of other shareholders for any purpose other than contacting them to represent them at assemblies, using proxies, Article 126 cannot be invoked.

The express reference of Paragraph 3 of Article 126 to Paragraph 1 of the same article, coupled with the fact that the matter is regulated in the article that provides for representation at assemblies, leaves no doubt regarding the need for a summoned assembly, or one imminent to be summoned, for the rule of Paragraph 3 to apply.

CVM Resolution No. 81/22, which regulates public proxy solicitations for the exercise of voting rights, also disciplines the matter.

According to the Resolution, requests for address lists formulated by shareholders holding 0.5% (half percent) or more of the share capital of the public company, based on Article 126, Paragraph 3, of Law No. 6.404/76, must be attended to by the company within, at most, 3 (three) business days, and the company is prohibited from: (a) requiring any other justifications for the request; (b) charging for the provision of the shareholder list; or (c) conditioning the approval of the request to the fulfillment of any formalities or the presentation of any documents not provided for in Paragraph 2 of Article 126, namely: (i) containing all the informative elements necessary 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 in the company's registries.

Still according to CVM Resolution No. 81/22, the address list must list all shareholders in descending order, according to their respective number of shares, making it 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 hindering the possibilities of organizing non-controlling shareholders, 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, together, ten percent or more of the shares with voting rights.

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

Article 240 of Law No. 6.404/76 also ensures that the operation of the Fiscal Council will be permanent in mixed-economy companies and that one of its members, and respective alternate, will be elected by minority ordinary shares and another by preferred shares, if any.

When interpreting Article 161, Paragraph 4, letter “a”, of Law No. 6.404/76, the CVM stated, through CVM Orientation Opinion No. 19/90, that in order not to make nominal the right attributed to preferred shareholders, it must be understood that, in the separate vote of these shareholders for the election of their representative on the Fiscal Council, controlling shareholders cannot participate, even if they also hold preferred shares. Such participation, if admitted, would result in an effective restriction of the essential right to 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 Orientation 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., besides 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 a determining influence cannot participate in the separate election of members of the Fiscal Council provided for in Article 161, Paragraph 4, of Law No. 6.404/76, whether in the slot for preferred shareholders or in the slot for minorities. In this sense, see the decision of the CVM Collegiate issued in PAS CVM No. 11/12, in a judgment session held on 02.12.2014 30.

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

Thus, as already stated in the vote of President-Relator Marcelo Trindade in PAS CVM No. 07/05 31, the voting impediment extends to complementary pension entities sponsored by the public company or its holding companies when, cumulatively:
a) the indication of the majority of its administrators falls to the sponsor or its controller, even when the tie-breaking vote falls to the 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 of the pension entity.

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

30 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2014/20141202_PAS_112012.html.
31 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2007/20070424_0705.html.

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

It is noted that, as mentioned in the vote of Director Otávio Yazbek, within CVM Process No. RJ2009/13179 32, the voting impediment is directed to the shareholder. It is then up to the table president to declare this impediment only in cases where the prohibition is evident. Thus, the table president should only impede shareholder voting in the separate election if it remains evident, in each case, that there is determining influence by the controller or sponsor on the voting decision of the complementary private pension entity.

The table president, after evaluating and concluding that the controller's influence is not evident, must draw attention in the assembly (leaving, moreover, recorded in the respective minutes) to the understanding issued by the SEP in this Circular Office, 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, it must be able to present, if questioned after the assembly, elements that allow demonstrating that the cited influence did not exist.

As provided in Paragraph 2 of Article 161 of Law No. 6.404/76, the Fiscal Council, when the operation is not permanent, will be installed by the general assembly 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 assembly after its installation.

CVM Resolution No. 70/22 establishes a scale reducing, based on share capital, the minimum percentages of shareholding participation necessary to request the installation of a Fiscal Council of a public company provided for in Paragraph 2 of Article 161 of Law No. 6.404/76.

Thus, the minority shareholder has the right to request, at a general assembly, the installation of the Fiscal Council, observing the special quorum for installation provided for in CVM Resolution No. 70/22.

Once the installation is approved, the election of its members becomes mandatory 33. 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 one of the hypotheses provided for 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 member of the Fiscal Council, the CVM's understanding 34 is that present shareholders, including the controller, may elect the fiscal counselors by majority vote. The controlling shareholder is not obliged to participate in the election of the members of the Fiscal Council in the mentioned hypothesis, and if they do not, all counselors will be elected by the vote of the other shareholders, regardless of their participation in the capital, as the council will be installed (Article 161, Paragraph 2), making the election of its members mandatory (Article 161, Paragraph 4).

32 See http://conteudo.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.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/2007/20070710_R1/20070710_D16.html and http://conteudo.cvm.gov.br/decisoes/2008/20080311_R1/20080311_D01.html.

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

Furthermore, it is necessary to highlight the understanding issued by the CVM Collegiate in the meetings of 06.05.2008 35 and 23.09.2008 36 (CVM Process No. RJ2007/11086), to the effect that the requirement of “10% or more of the shares with voting rights” provided for in Article 161, Paragraph 4, does not refer to the number of shares the minority shareholder present at the assembly needs to hold to elect, in a separate vote, a member and respective alternate of the Fiscal Council, but rather to the number of shares with voting rights held by all non-controlling shareholders of the company.

It is also alerted that CVM Resolution No. 81/22 provides that whenever the general assembly is summoned to elect administrators or members of the Fiscal Council, registered companies in Category A to which the aforementioned Resolution 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 11 of CVM Resolution No. 81/22).

On the other hand, public companies registered in Category B, in line with the provisions of Article 133, item V of Law No. 6.404/76 (in the case of AGO) and Article 22, item VII and Article 34, item II, both of CVM Resolution No. 80/22, may send all documents necessary for the exercise of voting rights at general assemblies, providing 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 CVM Process No. 19957.004466/2018-41 37, which, by majority, understood that the prohibitions of Article 17, Paragraph 2 of Law No. 13.303/16 are also applicable to candidates for the Fiscal Council of state-owned companies. Nevertheless, it is noted that, at the present moment, an injunction decision by 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 the state scope, despite being controlled by a member state of the Union, cannot indicate for administration positions in its investments State Ministers, Municipal Secretaries, or blood and affinity relatives of these persons up to the third degree.

In line with the provisions of Article 7, item II, of CVM Resolution No. 81/22, for those companies that adopt remote voting (see item 7.2), companies must disclose information about candidates for the Board of Directors and Fiscal Council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by the administration or by controlling shareholders by virtue of Article 11 of CVM Resolution No. 81/22.

35 See http://conteudo.cvm.gov.br/decisoes/2008/20080506_R1/20080506_D03.html.
36 See http://conteudo.cvm.gov.br/decisoes/2008/20080923_R1/20080923_D02.html.
37 See http://conteudo.cvm.gov.br/decisoes/2018/20180426_R1/20180426_D1021.html.

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

It is worth highlighting the understanding of the CVM Board in response to the SEP consultation reviewed in a meeting on 21.01.2020 38 (CVM Process No. 19957.006786/2018-35), to the effect that minority shareholders linked to the controlling shareholder or under its decisive influence cannot request inclusion, nor contribute their shares to, together with other shareholders, reach the minimum percentage necessary for 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.

In the case of companies with Depositary Receipts traded abroad (as is the case with ADRs), it is emphasized that, if voting is possible by DR holders, this prerogative must be exercised to the greatest 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 registered companies in Categories A and B in the manner established in this Circular (see items 3.4 and 4.2), as applicable.

Regarding the election of alternate members of the Fiscal Council, article 161, paragraph 1, of Law No. 6.404/76 provides that the Fiscal Council shall be composed of a minimum of 3 (three) and a maximum of 5 (five) members, and alternates in equal number, shareholders or not, elected by the general meeting.

In the event of resignation of an alternate member of the Fiscal Council, considering the provisions of paragraph 1 of article 161 of Law No. 6.404/76, the company must convene an Extraordinary General Meeting to elect a new alternate member for the Fiscal Council, thereby maintaining an alternate duly sworn in for each regular member of the Fiscal Council.

The election of alternate members of the Fiscal Council is therefore mandatory, and the Fiscal Council must be composed of regular and alternate members in equal number, since the indication of the alternate member is necessary to prevent the possibility of absence of the regular member, avoiding that shareholders are unable to exercise their fundamental right of oversight, provided for in article 109, item III, of Law No. 6.404/76, through their elected representative.

7.1.5 Election of members of the Board of Directors

Law No. 6.404/76 establishes, as a rule, the election of members of the Board of Directors by absolute majority (article 129), with those who gather the largest number of votes from those present at the meeting being elected. However, to ensure the proportional nature of filling seats on the Board of Directors, the Law created two other electoral mechanisms that confer to minority holders of relevant participation the possibility of electing members to the Board of Directors, through:
a) the 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:

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

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

(i) voting shares issued by a public company, representing at least 15% (fifteen percent) of the total voting shares; and (ii) preferred shares without voting rights or with restricted voting rights issued by a public company, representing at least 10% (ten percent) of the share capital.

According to guidance contained in the Vote of Director-President Marcelo Barbosa, in a meeting held on 26.02.2019 (CVM Process No. SP2016/0245), in cases of election of the Board of Directors of companies whose bylaws provide that this body may be composed of a variable number of members, it is up to the general meeting to determine the exact number of councilors to be elected.

In these cases, the following procedures must be observed (see items 3.4.2, 3.4.3 and 4.2.1):
a) management must inform, in its proposal to the meeting, the number of members it indicates, or are indicated by the controlling shareholder, to compose the Board of Directors; b) it is recommended, to facilitate understanding and mobilization of shareholders, that management also present in the proposal the possible scenarios for board composition according to the voting systems that may be adopted (majority vote, multiple vote, and separate voting); and c) management must include, as an item on the agenda, the deliberation on the fixing of the exact number of members that will compose the Board of Directors.

In the same vote manifestation, the Board draws attention to the fact that, in scenarios where the bylaws establish a variable number of members to compose the Board of Directors, the definition of the number of 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 indicate whether they wish to proceed with the multiple voting system, if it has already been requested in accordance with the law, or adopt separate voting, thus withdrawing the request for multiple voting, without prejudice to, if applicable, both procedures being adopted.

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

The CVM Board, in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and RJ2013/4607) 39, understood that treasury shares must be excluded from the total number of shares or the total number of voting shares, as applicable, for the purpose of calculating the percentages indicated in article 141, paragraphs 4 and 5, of Law No. 6.404/76.

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 through the multiple voting process, in mixed-economy companies.

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

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

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 open 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 to elect members of the Board of Directors established in these provisions belongs to minority or preferred shareholders whose will cannot be determined, directly or indirectly, by the controlling shareholder or by entities in which he, directly or indirectly, exercises decisive influence. In this sense, see the decision of the CVM Board issued in CVM PAS No. 11/12, in a judgment session held on 02.12.2014 40.

The SEP understands that the understanding established in the vote of President-Relator Marcelo Trindade in CVM PAS No. 07/05 41 (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 analyzing the existence of decisive influence of the controller over other shareholders of the company, for the purpose of verifying their classification as minorities holding the right to participate in the separate election, the governance structure of each shareholder will be taken into account, mainly.

In this regard, it is worth highlighting the vote of President-Relator Marcelo Barbosa in PAS 19957.011244/2019-65 42, in a judgment session held on 14.07.2020, which brings an understanding to the effect that, in the specific case of pension entities, “according to the reiterated position of this Board, participation in separate elections of pension entities, the majority of whose administration is appointed by its sponsor, is not permitted, unless such entity has governance mechanisms that prevent the sponsor from influencing, directly or indirectly, the decision on the choice of candidate.”

Notwithstanding, regardless of whether it concerns pension entities, for the purpose of determining the existence of said influence, one should not focus only on the search for formalization of corporate links between the controller and the shareholder who intends to vote in the separate election, but rather on any aspects that, by themselves or jointly, could lead to the conclusion that the mentioned influence of the controller is not present.

This understanding is clear when, still in the judgment of PAS 19957.011244/2019-65, the President-Relator states in his vote that “regardless of the formalization of influence over the political-administrative bodies of the company, as well as any other corporate link between the parties, it is also important to take into account the history of the positions of the minority shareholder vis-à-vis those of the controller. Although such history does not serve, by itself, to evidence a relationship of subordination or relevant influence, when considered alongside other substantial indications, it can help to strengthen the factual-probative set.”

40 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2014/20141202_PAS_112012.html.
41 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2007/20070424_0705.html.
42 See https://conteudo.cvm.gov.br/sancionadores/sancionador/2020/20200714-PAS-19957.011244_2019_65.html.

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

It is emphasized that, as mentioned in the vote of Director Otávio Yazbek, within the scope of CVM Process No. RJ2009/13179 43, the impediment to vote is directed at the shareholder. It is then up to the president of the table to declare this impediment only in cases where the prohibition is evident. Thus, the president of the general meeting table should only prevent shareholders from voting in the separate election if it remains evident, in each case, that there is decisive influence of the controller or sponsor on the voting decision of the complementary private pension entity.

The president of the table, after evaluating and concluding that the influence of the controller is not evident, must draw attention in the meeting (leaving, moreover, recorded in the respective minutes) to the understanding issued by the SEP in this Circular Letter, to the effect that it is up to each complementary private pension entity to evaluate whether its vote, to some extent, suffers influence from the controlling shareholder and, if it decides to vote in the separate election, it must be able to present, if questioned after the meeting, elements that allow demonstrating that there was no said influence.

Still regarding the election of board members by non-controlling shareholders, it is emphasized that in the meeting held on 11.04.2006 44, the CVM Board deliberated to maintain the interpretation of article 141, paragraph 5, of Law No. 6.404/76 given in the meeting of 08.11.2005 (CVM Process No. RJ2005/5664) 45, which, in cases where the company has only issued voting shares, shall have the right to elect and remove one member and his alternate from the Board of Directors, in separate voting at the general meeting, excluding the controlling shareholder, the majority of holders who hold at least 10% of the total voting shares.

In cases where a shareholder requests the adoption of the multiple voting procedure for the election of members of the Board of Directors, attention is drawn to the possibility that this shareholder may withdraw the request formulated at any time, including in the meeting itself, as decided in CVM Process No. 19957.003630/2018-01 46. Therefore, it is recommended that shareholders who are interested in election through multiple voting present their own requests for the adoption of such procedure, independent of similar previous requests that may have been formulated by other shareholders.

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

Article 239 of Law No. 6.404/76, specifically directed at mixed-economy companies, allows holders of non-controlling ordinary shares in these companies, regardless of the share participation they hold, to elect one member of the Board of Directors, if a larger number does not fall to them through 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 through the multiple voting process.

It is important to note that the CVM Board deliberated, 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.

43 See http://conteudo.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.html.
44 See http://conteudo.cvm.gov.br/decisoes/2006/20060411_R1/20060411_D03.html.
45 See http://conteudo.cvm.gov.br/decisoes/2005/20051108_R1/20051108_D02.html.
46 See http://conteudo.cvm.gov.br/decisoes/2018/20181009_R1/20181009_D1053.html.

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

Notwithstanding, since it is especially directed at shareholders holding ordinary shares, the use of article 239 does not prejudice the exercise by preferred shareholders of the right to elect separately one member of the Board of Directors and his alternate, in the manner of article 141, paragraph 4, item II, of Law No. 6.404/76, although paragraph 5 of article 141 of Law No. 6.404/76 remains inapplicable, since minority shareholders with voting rights would have already participated in the election dealt with in said article 239, not being possible to use their shares to compose the quorum required by said paragraph 5.

Note that article 147, paragraph 1, of Law No. 6.404/76 enumerates certain hypotheses of ineligibility for administrative positions, including cases provided for in special law. In this regard, and specifically regarding the situation of open mixed-economy companies, attention is drawn to the hypotheses of ineligibility provided for in article 17, paragraph 2, of Law No. 13.303/16.

With respect to this, in addition to observing, in the election of their own administrators, the hypotheses of ineligibility provided for in such device, according to the understanding of the Board in CVM Process No. 19957.008923/2016-12 47, mixed-economy companies must also refrain from making indications of persons classified under these hypotheses for positions in companies in which such mixed-economy companies are investors.

Additionally, according to the understanding of the Board in CVM Process No. 19957.011269/2017-05 48, the requirements and prohibitions for the indication and election of administrators, provided for in Law No. 13.303/16, also apply to members of the statutory nomination and evaluation committee provided for in article 10 of said Law.

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

It is worth alerting that CVM Resolution No. 81/22 provides for the minimum documents and information that must be made available to shareholders whenever the general meeting is convened to deliberate on certain matters provided for in the Resolution. Such documents and information must be sent until the date of publication of the first announcement of convocation, except when Law No. 6.404/76, CVM Resolution No. 81/22, or another norm issued by the CVM establishes a longer deadline.

It is highlighted that CVM Resolution No. 81/22 provides that whenever the general meeting is convened to elect administrators or members of the Fiscal Council, the company must provide, at minimum, the information required for items 12.5 to 12.10 of the Reference Form, regarding the candidates indicated or supported by management or by controlling shareholders (see items 3.4.2.a and 4.2.2.a).

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

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

Regarding open 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 22, item VII and article 34, item II, both of CVM Resolution No. 80/22, it is mandatory to send all documents necessary for the exercise of the right to vote at general meetings. Thus, sufficient information about the candidates must be provided, in order to allow shareholders to deliberate on the matter.

In line with the provisions of article 7, item II, of CVM Resolution No. 81/22, companies must disclose information about candidates for the Board of Directors and Fiscal Council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by management or by controlling shareholders by virtue of article 11 of CVM Resolution No. 81/22.

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 meeting.

These practices, however, must be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted in Law No. 6.404/76. According to understanding issued by the SEP, requirements for presentation of information about candidates prior to the meeting, even if provided for in the Bylaws, cannot be used as an imposition, to obstruct the right of shareholders provided for in Law No. 6.404/76 to indicate and elect members to 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 Board in response to the SEP consultation reviewed in a meeting on 21.01.2020 49 (CVM Process No. 19957.006786/2018-35), to the effect that minority shareholders linked to the controlling shareholder or under its decisive influence cannot request inclusion, nor contribute their shares to, together with other shareholders, reach the minimum percentage necessary for 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.

Regarding the performance of members of the Board of Directors elected as representatives of employees of mixed-economy companies, the decision of the CVM Board, issued within the scope of CVM Process No. 19957.011059/2019-71, in a meeting held on 22.09.2020, is emphasized, to the effect that

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

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

that these members would be barred from acting in deliberations of the Board of Directors regarding the company's privatization process, or that of its controlled company, notably because, under the terms of Law No. 12.353/10, they cannot intervene "in any corporate operation in which they have a conflicting interest with that of the company" and in "discussions and deliberations on matters involving labor relations, remuneration, benefits and advantages, including matters of supplementary pension and assistance."

The changes promoted are highlighted, which sought to regulate the legal provisions introduced by Law No. 14.195, of August 26, 2021, into Law No. 6.404/76, notably with regard to paragraphs 3 and 4 of article 138 and paragraph 2 of article 140, which respectively attribute regulatory competence to the CVM to: (a) exempt smaller companies from the prohibition on accumulating the position of chairman of the board of directors and the position of chief executive officer or main executive of the company; and (b) establish the terms and deadlines for the mandatory participation of independent board members in the board of directors of publicly held companies.

This regulation was promoted with the inclusion of Annex K into CVM Resolution No. 80/22, given by CVM Resolution No. 168/22.

Article 4 of Annex K prohibits the accumulation of the positions of chairman of the board of directors and chief executive officer or main executive of the company, and, following the provision of paragraph 4 of article 138 of Law No. 6.404/76, it excepts, in its sole paragraph, the application of this prohibition in companies with consolidated gross revenue below BRL 500,000,000.00 (five hundred million reais).

The sole paragraph of Article 5 established that the board of directors of publicly held companies must have a number of independent board members corresponding to at least 20% (twenty percent) of the total number of board members. It is worth noting that the requirement for the presence of independent board members applies to issuers that cumulatively meet the following requirements: (i) are registered in Category A, (ii) have securities admitted to trading on a stock exchange market, and (iii) have shares or depositary receipts of shares in circulation.

Paragraph 2 of Article 6 indicates, taking the Novo Mercado Regulations as a basis, the conceptual and general elements that must be considered in the evaluation of the independence of board members. Paragraph 1 of Article 6 establishes the objective cases in which a board member is or is not considered independent.

Article 7 establishes that the characterization of the candidate for the board of directors as an independent board member must be deliberated by the general meeting. The sole paragraph of the same article provides that the general meeting will not deliberate on the classification of a candidate for the board of directors as an independent board member in the following situations: (a) when the nomination does not meet the deadline for inclusion of candidates in the remote voting ballot; and (b) in separate votes in companies with a controlling shareholder.

Finally, it is worth noting that, upon taking office, the board member of a publicly held company must, in addition to signing a term of office, present a declaration in a specific instrument, which will be archived at the company's headquarters, in accordance with Article 2 of Annex K of CVM Resolution No. 80/22. In addition, the shareholder who submits to the general meeting the nomination of a member of the board of directors must, in the same act, present a copy of the instrument of declaration referred to in Article 2, or declare that they have obtained from the

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

the indicated information that they are in a position to sign such an instrument, indicating any eventual reservations, observed the provision of paragraph 1.

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

For publicly held companies, the adoption of such a mechanism is permitted provided that the creation of the class of shares with plural voting occurs prior to the trading of any shares or securities convertible into shares of its issuance in organized markets.

The creation of ordinary classes with plural voting depends on the agreement of shareholders representing: (i) at least half of the total votes conferred by shares with voting rights; and (ii) at least half of the preferred shares without voting rights or with restricted voting, if issued, gathered in a special meeting convened and installed with the formalities of the aforementioned Law.

The attribution of plural voting, not exceeding 10 (ten) votes per ordinary share, will have an initial duration of up to 7 (seven) years, and may be extended for any period, provided that: (i) minimum quorums for approval provided for in Law or in the company's bylaws are observed; (ii) holders of shares of the class whose plural voting is to be extended are excluded from the approval votes; and (iii) the rights of dissenting shareholders are ensured, in the manner provided for in paragraph 2 of article 110-A of Law No. 6.404/76.

As a rule, shares of a class with plural voting will be automatically converted into ordinary shares without plural voting in the event that the original holders of the shares transfer them to third parties, and the following operations are also prohibited: (i) incorporation, incorporation of shares, and merger between a publicly held company that does not adopt plural voting and a company that adopts plural voting; and (ii) spin-off of a publicly held company that does not adopt plural voting to constitute a new company with the adoption of plural voting.

CVM Resolution No. 168/22 added Section IV to CVM Resolution No. 80/22 to address this topic.

7.2 Remote Voting – CVM Resolution No. 81/22
7.2.1 Scope of CVM Resolution No. 81/22
Currently, CVM Resolutions No. 80/22 and 81/22 regulate the participation and remote voting of shareholders in general meetings of publicly held companies, in order to facilitate participation in the meeting and the exercise of certain rights by non-controlling shareholders.

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

It is worth remembering that CVM Resolution No. 81/22 is restricted to publicly held companies registered in Category A, authorized by a market administrator entity to trade shares on a stock exchange, and that have shares or depositary receipts of shares in circulation, thus considered all shares issued by the company, with the exception of those owned by the controller, persons affiliated with him, the company's administrators, and those held in treasury.

The procedures described in CVM Resolution No. 81/22 regarding remote voting apply: (a) to Ordinary General Meetings; (b) to Extraordinary General Meetings that deliberate (i) on the election of members of the Fiscal Council or (ii) of the Board of Directors, when the election is necessary due to the vacancy of the majority of the council's positions, due to vacancy in a council that was elected by plural voting or to fill the vacancies dedicated to separate election as referred to in articles 141, paragraph 4, and 239 of Law No. 6.404/76; and (c) whenever the extraordinary general meeting is convened to take place on the same date scheduled for the ordinary general meeting, in accordance with article 26 of CVM Resolution No. 81/22.

Attention is drawn to the possibility of minority shareholders reaching the quorum for the installation of the Fiscal Council, and yet not reaching the percentage required, in accordance with article 161, paragraph 4, of Law No. 6.404/76, for the election of a candidate. In these cases, according to a decision by the CVM Collegiate, if the quorum provided for in the mentioned provision is not reached, the controlling shareholder is not obliged to participate in the election of the members of the Fiscal Council, with such election being the responsibility of the shareholders present, regardless of their participation (Processes RJ2007/3246 and RJ2006/5701, Reg. 5489/07, Rel. President Marcelo Fernandes Trindade, j. 10.7.2007 50).

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 controllers to be prepared for this scenario in the meetings.

The provisions of the rule are mandatory for publicly held companies registered in Category A and authorized by a market administrator entity to trade shares on a stock exchange that have shares in circulation.

The provisions of the aforementioned Resolution do not apply to publicly held companies that do not have shares in circulation, thus considered the company's shares, with the exception of those owned by the controller, persons affiliated with him, the company's administrators, and those held in treasury.

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

In line with what is provided for in paragraph 2 of article 26 of CVM Resolution No. 81/22, any publicly held company to which the aforementioned Resolution applies may use remote voting voluntarily in a specific extraordinary general meeting. The issuer that chooses to adopt remote voting in an extraordinary general meeting not included in the list of article 26 of CVM Resolution No. 81/22 will not be obliged to do so in other extraordinary general meetings, but must follow the deadlines and conditions established in Section III, except for Subsection IV, of CVM Resolution No. 81/22.

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

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

The adoption of remote voting in a specific general meeting must always cover all matters included in the agenda, regardless of their presence or not in the list provided for in article 26 of CVM Resolution No. 81/22, as provided for in article 31, paragraph 1, item I of the aforementioned Resolution.

Companies that choose to adopt remote voting in their general meetings, and that are not obliged to do so, must communicate this fact to the market through "IPE Online" in the Empresas.NET System (Category: "Notice to Shareholders" / Type: "Adoption of remote voting").

Furthermore, in line with the provisions of Subsection I of Section I of Chapter IV of CVM Resolution No. 80/22 – "Content and Form of Information", the company must inform that it will adopt the remote voting procedure provided for in CVM Resolution No. 81/22, in the notice of convocation of the respective general meeting.

It is important to note that the deadlines provided for in CVM Resolution No. 81/22, with regard to the remote voting institute, take into account calendar days (except for those that the rule itself expressly provides that the deadline is counted in business days), including weekends and national holidays in the count, so companies must take into account the end terms of the aforementioned deadlines for setting the dates of the meetings in which remote voting will apply.

In addition, in the event of a second call, the deadlines provided for in CVM Resolution No. 81/22 are not altered, with all deadlines established for the first call of the meeting in question being maintained.

The CVM's Specialized Legal Office (PFE), within the scope of Process CVM No. 19957.003377/2020-00, stated that "from the reading of 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, the manifestation and delivery of physical documents to ratify the electronic transmission of the documents mentioned in the notice of convocation of the Assembly, in accordance with paragraph 1 of article 6 of CVM Resolution No. 81/22.

7.2.2 Remote Voting Ballot
To instrument the remote voting procedure, a document called the Remote Voting Ballot was created. This document allows shareholders to indicate whether they wish to use their shares to request, for example, the adoption of the plural voting procedure or the installation of the Fiscal Council, issues that, although not proposed by management, must be included in the remote voting ballot, as they are shareholders' rights, according to Corporate Law. It also gathers all deliberation proposals included in the agenda of the meetings to which it applies, whether by controlling shareholders and management, or by non-controlling shareholders. Thus, the Remote Voting Ballot seeks to function not only as a voting instrument, but also as an articulation tool among shareholders.

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

The Remote Voting Ballot is an electronic document whose form reflects Annex M of CVM Resolution No. 81/22 and must contain (i) all matters on the agenda of the general meeting to which it refers; (ii) guidelines on the possibility of direct submission to the company and mention of the possibility of using authorized service providers; (iii) guidelines on its submission by postal mail or electronically, when the shareholder wishes to send it directly to the company; and (iv) guidelines on the formalities necessary for the vote sent directly to the company to be considered valid.

The description of the matters to be deliberated in the meeting in the Remote Voting Ballot must be drafted in clear, objective language that does not mislead the shareholder, and may include references to pages on the World Wide Web where the proposals are described in more detail, and the other provisions of article 32 of CVM Resolution No. 81/22 on the subject must also be observed. Additionally, the wording and order of the deliberations in other electronic documents disseminated by the company, such as management's proposal and the meeting participation manual, must reflect those contained in the Remote Voting Ballot.

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

Based on cases analyzed by the technical area, it is recommended that in the initial considerations of the meeting participation manual, companies include the most important observations about the votes.

These initial fields should be used not only to inform deadlines and submission addresses, but also any other important information about the agenda items.

The remote voting ballots must be generated in the Central Corporate Intelligence System - CICORP for each meeting that uses the chain for collecting and transmitting voting instructions. In this sense, in the event of an OGM/EGM, the meetings (OGM and EGM) must be registered separately in CI.CORP, generating two separate ballots.

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

The Remote Voting Ballot must be made available by the company up to 1 (one) month before the date scheduled for the holding of the meeting, and, in accordance with CVM Resolution No. 81/22, the ballot may be re-presented by the company:

(i) up to 20 (twenty) days before the date scheduled for the holding of the meeting for the inclusion of candidates nominated to the Board of Directors and the Fiscal Council in the manner of article 37 (article 26, paragraph 3, item I of CVM Resolution No. 81/22); or

(ii) in exceptional situations, to correct a relevant error that 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 company's bylaws (article 26, paragraph 3, item II of CVM Resolution No. 81/22).

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

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

The re-presentation of the remote voting ballot for any reason must be immediately communicated by the company to the market, informing:

(i) the reason for the re-presentation and the proposals of the ballot that were altered;

(ii) that the votes already conferred to the altered deliberation will be considered invalid, in the case provided for in article 26, paragraph 3, item II of CVM Resolution No. 81/22;

(iii) the deadline for the shareholder, if they wish, to send a new voting instruction; and

(iv) that, in order to avoid their voting instruction being considered conflicting, it is recommended that the shareholder send their eventual new instruction to the same service provider previously used.

The voting instruction must be sent by the shareholder (i) directly to the company (by postal mail or electronically), (ii) to the shareholder's custodian (if the shares are deposited in a central depository) or (iii) to the financial institution contracted by the company to provide securities registration services, and must be received up to 7 (seven) days before the said date, in accordance with article 27 of CVM Resolution No. 81/22.

Shareholders who wish to may, in accordance with article 37 of CVM Resolution No. 81/22, make requests for the inclusion of proposals in the Remote Voting Ballot of (i) candidates to the Board of Directors and the Fiscal Council of the company and (ii) matters to be deliberated on at the occasion of the ordinary general meeting, and for this purpose, the participation percentages provided for in Annex N and Annex O of CVM Resolution No. 81/22 must be observed, respectively.

In these cases, within 3 (three) business days, the company must inform the requesters that it will include the proposals received from shareholders in the voting ballot or indicate the complete list of reasons why such request does not meet regulatory requirements, including cases where the requests were received outside the deadlines governed by CVM Resolution No. 81/22.

Although item II of article 37 of CVM Resolution No. 81/22 limits the inclusion of deliberation proposals by shareholders to the occurrence of ordinary general meetings, these proposals may have as their object matters within the competence of ordinary or extraordinary general meetings, as provided for in the sole paragraph of article 38 of the aforementioned Resolution.

In the case of deliberation proposals in the remote voting ballot on the occasion of an OGM, the request must be sent during the period between the first business day of the social year in which the ordinary general meeting will be held and up to 45 (forty-five) days before the date of its holding, in accordance with article 37, § 1º, item II of CVM Resolution No. 81/22.

In the specific case of nomination of candidates to the Board of Directors and the Fiscal Council of the company, in accordance with article 37, paragraph 1, of CVM Resolution No. 81/22, the request must be received by the investor relations director, in writing and in accordance with the guidelines contained in the convocation notice, within the following deadlines:

I – in the case of item I of the caput, during the period between:

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br a) the first business day of the fiscal year in which the general meeting will be held and up to 25 (twenty-five) days before the date of its holding, in the case of an ordinary general meeting; or b) the first business day after the occurrence of an event justifying the convening of a general meeting to elect members of the board of directors and the fiscal council and up to 25 (twenty-five) days before the date of the holding of the general meeting, in the case of an extraordinary general meeting convened for this purpose; and II – in the event of item II of the caput, in the period between the first business day of the fiscal year in which the ordinary general meeting will be held and up to 45 (forty-five) days before the date of its holding. As is the case with the disclosure of the Remote Voting Ballot by companies, proposals for the inclusion of deliberations by shareholders must contain a description of the matters to be deliberated in clear, objective language that does not induce error, and may also contain links to pages on the World Wide Web where the proposals are described in more detail, and the other provisions of Article 38 of CVM Resolution No. 81/22 on the subject must also be observed. As provided for in Article 40 of CVM Resolution No. 81/22, the request for inclusion of proposals in the Remote Voting Ballot may be revoked at any time until the date of the holding of the general meeting, by written communication from the respective proposers, addressed to the Company's Investor Relations Department (DRI), in which case the votes already conferred on the revoked proposal will be disregarded. The company must immediately communicate to the market the revocation of the request for inclusion referred to in the preceding paragraph, if the Remote Voting Ballot has already been made available, through the “IPE Online” in the Empresas.NET System (Category: “Notice to Shareholders” / Type: “Shareholder request for voting ballot”); With regard to voting ballots received directly by the company, it must communicate to the shareholder, within 3 (three) days of receipt: (i) the receipt of the remote voting ballot, as well as that the ballot and the documents sent as attachments are sufficient for the remote vote to be considered valid; (ii) the need to rectify or resend the remote voting ballot or the documents accompanying it, describing the procedures and deadlines necessary for the regularization of the vote. Companies wishing to make a public request for proxy must disclose, together with the market communication of their intention to make such request (Article 55 of CVM Resolution No. 81/22), all valid requests for inclusion of proposals and candidates received so far, in accordance with Article 41 of CVM Resolution No. 81/22. It is worth noting that to comply with paragraphs 2 and 3 of Article
37 of CVM Resolution No. 81/22, the company must disclose the date of the holding of the general meetings through the “IPE Online” in the Empresas.NET System, Category: “Notice to Shareholders” / Type: “Scheduled Date for the General Meeting”, (i) within the first 15 (fifteen) days of the fiscal year in the case of OGM and (ii) within 7 (seven) business days after the occurrence of the event that justified the convening, in the case of EGM.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br In this sense, in accordance with paragraph 2 of Article 37 of CVM Resolution No. 81/22, if the company does not disclose the date of its ordinary general meeting within the established deadline, it must be considered that its holding will take place on the same date as that held in the previous fiscal year. Although CVM Resolution No. 81/22 has not set a minimum deadline between the disclosure of the date of occurrence of a meeting and the deadline for sending proposals by shareholders, the company must grant a reasonable deadline so that shareholders can exercise this right. This reasonableness is expressly provided for in the case of a change in the date of occurrence of the meeting, in accordance with Article 37, paragraph 4, of CVM Resolution No. 81/22, but must always be observed when disclosing the date of any meeting in which the remote voting instrument will be used, regardless of whether there has been a change in the initially disclosed date or not. This change was proposed by the SEP, aiming to enable holders of shares with voting rights to express voting intentions both in field 13 of the Remote Voting Ballot (which deals with the general election of a member of the Board of Directors) and in fields 17 and 18 (which deal with the requisition and separate election of a member of the Board of Directors by holders of shares with voting rights). Before this regulatory change, the Remote Voting Ballot was arranged in such a way that a shareholder who opted for separate election ran the risk that, in the event that the minimum percentage required by law was not reached, their vote would not be counted in the general election for the Board of Directors. Thus, shareholders may use their shares to vote in the general election of members of the Board of Directors, including through the multiple voting process, if the quorums required by Article 141 of Law No. 6.404/76 are not reached. Finally, in line with the decision of the CVM Collegiate Body in the meeting of 21.01.2020, regarding CVM Process No. 19957.006786/2018-35 51, it is forbidden for minority shareholders affiliated with the controlling shareholder or under its decisive influence to request the inclusion, or contribute their shares to, together with other shareholders, make up the minimum percentage necessary for the inclusion, in the Remote Voting Ballot, of candidates to compete for vacancies on the Board of Directors or the Fiscal Council to be filled in a separate election reserved for minority shareholders. On 31.12.2021, the SEP published Circular Letter No. 7/2021-CVM/SEP (https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0721.html) which informs companies about the availability, on 20.12.2021, of a new version of CICORP, the details of which must be consulted in the system manual for issuers of shares, available at
the link https://cicorp.bmfbovespa.com.br/.
7.2.3 Frequent filling doubts
Paragraphs 4 and 5 of Article 141 of Law No. 6.404/76 It is clarified that the system of adopting remote voting in shareholders' meetings of joint-stock companies registered with the CVM in category A and authorized by a market administrator entity for

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br negotiation of shares on a stock exchange that have shares in circulation, did not alter the rights of minority ordinary and preferred shareholders provided for by Law.
Paragraphs 4 and 5 of Article 141 of Law No. 6.404/76 provide that:
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 a public company with voting rights, representing at least 15% (fifteen percent) of the total shares with voting rights; and II – of preferred shares without voting rights or with restricted voting rights issued by a public company, representing at least 10% (ten percent) of the share capital, which have not exercised the right provided for in the bylaws, in accordance with Article 8. 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 made up, respectively, the quorum required in items I and II of Paragraph 4, they shall be entitled 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 highlighted that the legal provisions mentioned deal with the quorum necessary for the separate election to take place. During the course of the meeting, once the quorum is reached, by complying with the requirements of items I and II of paragraph 4 or paragraph 5, the candidates of the minority ordinary shareholders and/or preferred shareholders will be indicated, if they have not been previously indicated. Therefore, the Remote Voting Ballot must offer the preferred shareholder the option to aggregate their votes with those of the minority ordinary shareholders for the purpose of reaching the quorum necessary for the holding of a separate election, as permitted by paragraph 5 of Article 141 of Law No. 6.404/76. Thus, it is recommended that, due to the impossibility of inserting into the Remote Voting Ballot the issue regarding item 20 of Annex M of CVM Resolution No. 81/22, due to the absence of candidates indicated by preferred shareholders, the company should present to preferred shareholders the question “If it is verified that neither the holders of shares with voting rights nor the holders of preferred shares without voting rights or with restricted voting rights have made up, respectively, the quorum required in items I and II of Paragraph 4 of Article 141 of Law No. 6.404/76, do you want your vote to be aggregated with the votes of the 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, compete in the separate election? [ ] Yes [ ] No [ ] Abstain” through a Simple Question or Simple Deliberation. Regarding the fixing of the number of board members in the Remote Voting Ballot It has been observed that some issuers, whose bylaws establish a variable number of board members, although they disclose in their proposal for the meeting the number of members that indicates, or are indicated by the controlling shareholder, to compose the Board of Directors, in addition to

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br including, as an item on the agenda, the deliberation on the fixing of the exact number of members, end up not including such deliberation in the Remote Voting Ballot.
On this subject, considering the current format of the Remote Voting Ballot, it is recommended that the issuer include a simple deliberation, putting 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 way.
Since 01.02.2019, in accordance with Circular Letter No. 1/2019/CVM/SEP, this system is integrated with the Empresas.NET System, that is, when the company finishes filling out the ballot through CICORP, it will be automatically transmitted through the Empresas.NET System. This transmission will also occur in the case of resubmission.
However, if the company needs to cancel the ballot, the cancellation must be done both in the CICORP system and in the Empresas.NET system.
Unlike previous years, from 2019 onwards, the alteration of the remote voting ballot up to 20 (twenty) days before the meeting can be made without any request for release or authorization to 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 worth noting that, according to item II of paragraph 3 of Article 26 of CVM Resolution No. 81/22, the Remote Voting Ballot can be resubmitted by the company in exceptional situations, to correct a relevant error that prejudices the understanding of the matter to be deliberated by the shareholder, or to adapt the proposal to the provisions of the regulation or the bylaws. It was verified that in the CICORP system, in the case of election by multiple voting, in an election that would initially be by slate, it was not possible for shareholders to opt for the distribution of the percentage between candidates of one slate and another, only between candidates of the same slate. However, considering that such 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 Resolution No. 81/22, in its Annex M, item 14, the system was altered so that the shareholder can manually distribute the percentage of the multiple vote among candidates of the unapproved slate. For the automatic distribution of the multiple vote, there was no change, the distribution remaining possible only among the candidates of the approved slate. On 31.12.2021, the SEP published Circular Letter No. 7/2021-CVM/SEP (https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0721.html) which informs

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br public companies about the availability, on 20.12.2021, of a new version of CICORP. The aforementioned Circular Letter also provides a retrospective of the system's evolutions since its implementation.
On 23.02.2022, the SEP published Circular Letter No. 1/2022-CVM/SEP (https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0122.html) regarding the (i) availability of standardized question versions in the system, in accordance with CVM Instruction No. 481/09 (in force at the time), enabling the Portuguese-English translation of the ballot; and (ii) distribution of votes, in a board election through a multiple voting process, proportionally, in a group of candidates different (even smaller) from that indicated in the simple election.
7.2.5 Remote voting exercised through service providers
As provided for in item II of Article 27 of CVM Resolution No. 81/22, the shareholder may send the remote voting ballot filling instructions 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, with regard to 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 44 of CVM Resolution No. 81/22.
It is worth noting that, in accordance with Article 48, paragraph 5, item I of CVM Resolution No. 81/22, if a shareholder who has sent 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 sent ballot should be disregarded, and the vote cast in person should be counted by the company. In accordance with item “b” of item II of Article 45 of CVM Resolution No. 81/22, the registrar must send to the company a 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 disclose, through the “IPE Online” in the Empresas.NET System (Category: “Meeting” / Type: OGM, EGM or EGM/OE” / Species: “Registrar's 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 45 of CVM Resolution No. 81/22. 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 27 of CVM Resolution No. 81/22. In this sense, such companies must make available, through the Empresas.NET System, the registrar's map, as provided for in paragraph 2 of Article 45 of CVM Resolution No. 81/22.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br If there is no exercise of remote voting through service providers (custodians and registrar), the company must send, through the Empresas.NET System, the registrar's map, informing that there was no exercise of remote voting through service providers. If the exercise of remote voting is carried out exclusively through service providers, the company must send, through the Empresas.NET System, the consolidated remote voting map, even if the information contained in this map is identical to that previously informed in the registrar's map.
7.2.6 Remote voting exercised directly
As provided for in item I of Article 27 of CVM Resolution No. 81/22, the shareholder may send the Remote Voting Ballot directly to the company, by postal mail or electronic means, observing, if any, the guidelines contained in the convening announcement.
With regard to the formalities to be required by companies for the identification of the shareholder, CVM Resolution No. 81/22 does not delimit a specific list of documents, leaving it to the company to specify these formalities, which, however, must not unjustifiably prevent the participation in the meeting of the shareholder using remote voting. Until the end of the deadline for receiving the Remote Voting Ballot, the shareholder may send a new voting instruction to the company, which should not be considered as a conflicting voting instruction, but rather as a rectification, in accordance with the sole paragraph of Article 46 of CVM Resolution No. 81/22. It is recommended that, in the event that the shareholder does not fill out the ballot in its entirety or contains items filled out incorrectly, if the deadline for rectifying the remote voting instructions is still in force, the company must inform the shareholder of the inconsistencies found in the ballot and grant the shareholder the possibility of rectification. If the aforementioned deadline has already expired, the company must count the items that were filled out correctly and reject the specific items in which problems in filling out were found. Finally, it is recalled that, even if there has been no exercise of remote voting, the company must send, through the Empresas.NET System, in the corresponding associations and within the deadlines provided for in CVM Resolution No. 81/22, the maps provided for in this Resolution.
7.2.7 Counting of votes at 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 made available by the company must be considered present at the respective meeting and signatory of its minutes, in accordance with paragraph 1 of Article 47 of CVM Resolution No. 81/22. In the event of an OGM/EGM, although the meetings take place on the same day, their respective quorums (OGM and EGM) must be counted separately.

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

Thus, if a shareholder fills out only the ballot generated for the Annual General Meeting (AGO) but not the one for the Extraordinary General Meeting (AGE), their attendance must be counted only in the AGO, with the same rationale applying to those who cast votes via the remote voting ballot for the AGE but do not fill out the AGO voting ballot.

Paragraph 1 of Article 48 of CVM Resolution No. 81/22 provides that voting instructions originating from a specific CPF (Individual Taxpayer Registry) or CNPJ (Corporate Taxpayer Registry) 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.

Furthermore, in case of discrepancies between the remote voting ballot received directly by the company and the voting instruction contained in the registrar's analytical map, the voting instruction from the registrar must prevail in the vote count, to the detriment of those received directly by the company, as provided for in paragraph 2 of Article 48 of CVM Resolution No. 81/22.

As provided for in paragraph 3 of Article 48 of CVM Resolution No. 81/22, 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: “Meeting” / Type: “AGO, AGE or AGOE” / Species: “Consolidated remote voting map”) and on its own page on the worldwide web, a synthetic consolidated 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 vote counting in the general meeting, in accordance with paragraph 5 of Article 48 of CVM Resolution No. 81/22, remote voting instructions from shareholders who (i) physically attend the general meeting and request to vote in person; (ii) have opted to vote through an electronic system made available by the company, in the form of item II of paragraph 2 of Article 28 of CVM Resolution No. 81/22; or (iii) are not eligible to vote in the meeting or in the respective deliberation, must be disregarded.

In this sense, the company must count votes, in accordance with Article 48 of CVM Resolution No. 81/22:
(i) according to the analytical map of shareholders' voting instructions provided by the registrar; (ii) according to the analytical voting map prepared by the company based on the remote voting ballots received directly from shareholders; and (iii) according to the voting manifestations presented by shareholders present at the meeting.

It is recalled that CVM Resolution No. 81/22 sets rules for rounding percentages when counting votes from remote voting ballots, notably in matters involving the distribution of votes in case of election by multiple voting.

The rule defined that equal distribution will consider the division of the percentage of 100% among the chosen candidates up to the first two decimal places, without rounding, and that the fractions of shares processed from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure.

Paragraph 1 of Article 48 of CVM Resolution No. 81/22 does not provide a cut-off date for determining shareholders eligible to participate in the meeting. There was no change in this regard to the procedures normally applied in the meeting, which must continue to observe the provisions of Article 126 of the Corporate Law.

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

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, and it is the company's responsibility to verify this balance at the time of the meeting.

As provided for in paragraph 6 of Article 48 of CVM Resolution No. 81/22, 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: “Meeting” / Type: “AGO, AGE or AGOE” / Species: “Final voting map”) and on its own page on the worldwide web, a synthetic final voting map consolidating the votes cast remotely and the votes cast in person, as counted in the meeting.

It is emphasized that the publication of the synthetic final voting map or the detailed final voting map as attachments to the summary of the meeting's decisions or the meeting minutes, respectively, does not dispense with the obligation to publish them in their specific associations in the Empresas.NET System.

Furthermore, in accordance with CVM Resolution No. 81/22, within 7 business days after the holding of the meeting, the company must publish via “IPE Online” in the Empresas.NET System, a detailed final voting map consolidating the votes cast remotely and the votes cast in person, as counted in the meeting, containing the first 5 numbers of the shareholder's registration in the Individual Taxpayer Registry – CPF or 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 the deliberation questioning whether shareholders wish for their shares to compose the quorum for the formation of a separate election must be included in the map provided for in Article 48, paragraph 6, of CVM Resolution No. 81/22, whether or not the quorum was reached.

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

In accordance with paragraph 7 of Article 48 of CVM Resolution No. 81/22, the company that publishes the detailed final voting map on the same day as the holding of the meeting is exempt from delivering the synthetic final 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 via 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 the remote voting ballot, opted to “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 the 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 material for convening the General Meetings, making it clear that the votes of shareholders who fall under the hypothesis mentioned in the previous paragraph will be disregarded.

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

7.2.8 Proof of uninterrupted ownership of shares in a separate election of the Board of Directors in the case of remote voting

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

For its part, CVM Resolution No. 81/22, in regulating remote voting, did not explicitly impose the sending of documentary proof of uninterrupted ownership by shareholders. Regarding this matter, it is noted that:

a) CVM Resolution No. 81/22 requires the shareholder to verify uninterrupted ownership themselves when filling out certain items of the voting ballot dealing with the separate election (according to items 17, 18, 19 and 20 of Annex M - Content of the Voting Ballot, which states that "the shareholder can only fill out this field if they are the uninterrupted owner of the shares with which they vote during the 3 months immediately prior to the holding of the general meeting");

b) regarding voting ballots sent directly to the company, Article 31, paragraph 1, item IV of CVM Resolution No. 81/22 provides that it must contain instructions on the formalities necessary for the vote sent directly to the company to be considered valid, and therefore, there may be a requirement for additional documents by the company;

c) regarding ballots sent directly to the registrar or custodian, there is no express provision in CVM Resolution No. 81/22 requiring additional documentation, it being recalled that these participants are responsible for verifying if the voting instruction was given by the shareholder, in accordance with Article 42, paragraph 1, of CVM Resolution No. 81/22;

d) in an analysis of a market participant's inquiry regarding the obligation to send a share position statement to prove uninterrupted ownership of shares in cases of voting via 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) on the one hand, it is not up to the CVM, through the regulation it issues, to exempt the shareholder from an obligation imposed by law; on the other hand, it is not possible to ignore the context in which the aforementioned paragraph 6 of Article 141 was introduced into corporate legislation, the objective of implementing remote voting, and notably, the technological changes that have occurred in recent years;

(iii) it is the responsibility of the companies' management to guarantee the integrity of the remote voting process, either through the implementation of their own controls to verify uninterrupted ownership of shares, or by diligently ensuring that the share registrars they hire perform the necessary verifications, in order to observe the provisions contained in Article 48 of CVM Resolution No. 81/22 regarding the counting of votes;

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

(iv) the best practice would involve, in the SEP's understanding, the verification by the registrar agent (previously requested by the company's management from this service provider) of uninterrupted ownership regarding all items involving the matter (request for separate election and choice of candidates), already forwarding to the issuer the information that includes the assessment regarding this eligibility requirement;

(v) although the primary responsibility for verifying such a requirement does not fall on the registrar, it is possible that this control is included in the set of services provided to securities issuers;

(vi) thus, in the case of sending a remote voting ballot to the registrar or custodian, the requirement to send documentation proving uninterrupted ownership of shares seems to create a dispensable and burdensome formality for the shareholder;

(vii) regarding voting ballots sent directly to the company, it would be up to the issuers to define the necessary procedures to ensure the verification of uninterrupted ownership of shares. It is recalled that, in accordance with Article 31, paragraph 1, item IV of CVM Resolution No. 81/22, voting ballots must contain instructions on the formalities necessary for the vote sent directly to the company to be considered valid, and therefore, there may be a requirement for additional documents deemed necessary;

(viii) thus, in the situation of sending a voting ballot directly to the company, it is up to the management to define the procedures and formalities that are essential to guarantee the integrity of the voting process via voting ballot, and any documentary requirements should not represent the creation of unnecessary obstacles to shareholders' participation in meetings; and

(ix) in this sense, in line with the objective of the current regulation, companies must encourage the participation of shareholders in their meetings, 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 sending of documents through the Empresas.NET System, the following associations must be used:

Category Type Species Deadline
Meeting AGO or AGO/E Remote voting ballot Up to 1 month before the meeting Meeting AGO or AGO/E Registrar's Map 48 hours before the meeting Meeting AGO or AGO/E Consolidated remote voting map Eve of the meeting date Meeting AGO or AGO/E Synthetic final voting map On the day of the meeting

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

Meeting AGO or AGO/E Detailed final voting map Up to 7 business days after the date of the meeting

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

According to paragraph 1 of Article 115 of Law No. 6.404/76, the shareholder may not vote on the general meeting deliberations relating to the report on the valuation of assets with which they contribute to the social capital and to the approval of their accounts as an administrator, nor on any others that could benefit them in a particular way, or in which they have an interest conflicting with that of the company.

The CVM Board, in a judgment held on 28.11.2017 (CVM Administrative Sanctioning Process No. RJ2014/10556), understood that the shareholder who is also an administrator is, in accordance with Article 115, paragraph 1, of Law No. 6.404/76, prohibited from voting regarding the proposal of a liability action against themselves (Article 159 of Law No. 6.404/76) 52.

It is worth highlighting that, according to the Board's decision, the fact that the accused had resigned from the administration before the holding of the general meeting does not alter the configuration of the voting impediment, as they are the target of the proposal for a civil liability action, which would be based on facts that occurred during the period in which they were part of the company's administration.

On the other hand, it was decided that the shareholder-administrator may vote on the deliberation regarding the proposal of a liability action against another administrator, even if that administrator was elected with their favorable votes, or even indicated by them.

At the same time, the Board reiterated the understanding already expressed in the records of CVM Administrative Sanctioning Process No. RJ2014/10060, judged on 10.11.2015 53, to the effect that the shareholder-administrator is also prohibited, in accordance with Article 115, paragraph 1, of Law No. 6.404/76, from voting on the deliberation regarding the taking of their accounts, through a company under their complete influence. It was highlighted that, if the norm seeks to remove the administrator's will from the deliberation, it is not logical 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 Board, by majority, within the scope of CVM Process No. 19957.005563/2020-75 54, expressed the view that the characterization of the particular benefit, for there to be a voting impediment, “must result from the shareholder status resulting in the breaking of equality in the treatment of partners, and bear a direct relationship with the matter under deliberation”. In addition, it would not be appropriate to interpret the concept of particular benefit in a way to cover indirect benefits, under penalty of confusing it with the concept of conflicting interest, a distinct hypothesis of voting impediment in Article 115, paragraph 1, of Law No. 6.404/76.

52 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2017/RJ_201410556_Forjas-Taurus.html.
53 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2015/20151110_PAS_RJ201410060.html.
54 See https://conteudo.cvm.gov.br/decisoes/2020/20201113_R1/20201113_D1979.html.

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

7.4 Incorporation, merger and spin-off

The management bodies or partners of the societies involved in operations of incorporation, share incorporation, merger or spin-off must sign a protocol containing the conditions of the operation, with the minimum information listed in the items of Article 224 of Law No. 6.404/76.

Such operations will be submitted to the deliberation of the general meeting of the companies through justification, in which the information contained in the items of Article 225 of Law No. 6.404/76 will be exposed.

In situations where at least one of the issuers is registered in category A, CVM Resolution No. 78/22 also applies.

In the case of incorporation, merger and share incorporation involving a controlling company and a controlled company or societies under common control, the justification presented to the general meeting of the controlled company must contain, in addition to the information provided for in Articles 224 and 225, the calculation of the share replacement ratios of the non-controlling shareholders of the controlled company based on the net asset value of the controlling and controlled company shares, with the two net assets evaluated according to the same criteria and on the same date, at market prices, or based on discounted cash flow, or still, another criterion accepted by the CVM, in the case of publicly held companies (Article 264 of Law No. 6.404/76 and Article 8 of CVM Resolution No. 78/22).

It is important to note that, in a meeting on 15.02.2018, within the scope of CVM Process No. 19957.011351/2017-21 55, by unanimity, the Board expressed that Article 264 of Law No. 6.404/76 is inapplicable in operations of incorporation of a wholly-owned subsidiary by a publicly held controlling company, since, in the absence of non-controlling shareholders, the fundamental condition provided for in the device is not present.

Regarding the publication in the press of the Relevant Fact referred to in Article 3 of CVM Resolution No. 78/22, it is worth registering that the operation must be disclosed in accordance with the current regulation, which currently includes Law No. 6.404/76 and CVM Resolution No. 44/21, so that CVM Resolution No. 78/122 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 the aforementioned relevant fact.

CVM Resolution No. 81/22 has an annex regarding meetings that will deliberate on merger, spin-off, incorporation and share incorporation 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 published via “IPE Online” in the Empresas.NET System, category “Meeting”, type “AGE” or “AGO/E”, species “Management Proposal”, subject “Merger”, “Spin-off”, “Incorporation” or “Share Incorporation”. Among such information, the following stand out:

a) the protocol and justification, which, according to the usual practice of publicly held companies, may be contained in a single document;

b) copies of studies, presentations, reports, opinions, reports or valuation reports of the companies involved made available to the controlling shareholder;

55 See https://conteudo.cvm.gov.br/decisoes/2018/20180215_R1/20180215_D0947.html.

c) financial statements used for the purposes of the operation; and d) pro forma financial statements prepared for the purposes of the operation.

All documents and information pertinent to the matter to be debated at the extraordinary general meeting must be made available to shareholders. In this regard, 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 relation to the business combination; and (iii) proposal to modify the remuneration of administrators in the context of the corporate restructuring.

The substitution ratios and other conditions of the operation must be disclosed by the company both in the relevant fact (Annex A of CVM Resolution No. 78/22) and in the protocol (article 224 of Law No. 6.404/76), highlighting that, in addition to the criteria used, the values that served as the basis for the calculation of the substitution ratios must also be disclosed.

In accordance with paragraph 2 of article 264 of Law No. 6.404/76, the valuation of the assets of the companies in merger or consolidation operations involving a controlling company and a controlled company or companies under common control will be carried out by a specialized company, in the case of publicly-held companies.

Regarding financial statements, note that article 6 of CVM Resolution No. 78/22 provides that the involved companies 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 meeting 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 involved publicly-held companies, provided that the financial situation of the involved companies has not changed significantly after the base date of the statements and the administrators sign a declaration to this effect. Article 10 of this same Resolution further provided that the obligations set forth in Chapter III do not apply to consolidations 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 involved companies are not joint-stock companies or are not subject to the rules issued by the CVM.

Additionally, pro forma financial statements must also be prepared for the companies that will survive or result from the operation, as if they already existed, referring to the date of the aforementioned financial statements. Likewise, such statements must be prepared in accordance with Law No. 6.404/76 and will be subject to reasonable assurance by an independent auditor registered with the CVM.

It is worth noting, furthermore, the recommendations of Orientation Opinion No. 35/08 aimed at merger, consolidation, and share consolidation operations involving a controlling company and its controlled companies or companies under common control.

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

Despite the procedures described in the aforementioned opinion not being exclusive or exhaustive, the CVM understands that their adoption is an adequate way to comply with the fiduciary duties of administrators provided for in articles 153, 154, 155, and 245 of Law No. 6.404/76. In this sense, the CVM has already manifested itself, in a Market Communication of 27.05.2009 56, in the sense that one of the recommendations contained in the aforementioned opinion concerns the constitution of an independent committee to negotiate the conditions of the operation, so that its constitution for mere confirmation of a previously established exchange ratio distorts the purposes of such body.

Additionally, it is recommended that deliberations and negotiations related to the operation be duly documented, among other procedures, through the preparation of minutes of all meetings, in order to support any analysis of compliance with fiduciary duties provided for by Law by members of the Board of Directors and the independent committee.

It is not recommended to disclose any exchange ratio that the administration or controlling shareholder intends to apply to the intended operation before the completion of the work of the independent committees, since this disclosure at an earlier time may, even, influence the quotation of the shares of the companies involved until the conclusion of the negotiations. In cases where this still occurs, the information provided for in article 4 of CVM Resolution No. 78/22 must be disclosed.

Finally, in cases where the consolidation, merger, or spin-off operation gives rise to a right of withdrawal, publicly-held companies that have shares admitted to trading in regulated markets must, as provided for in article 21 of CVM Resolution No. 81/22, disclose the information provided for in Annex H to the aforementioned Resolution, in the manner described in this Circular (see item 4.2). Note, however, that in cases of increase or decrease in capital exclusively due to consolidation, merger, or spin-off operations, it is not necessary to make Annexes C and E of CVM Resolution No. 81/22 available.

Attention should be drawn to the fact that corporate restructurings of this nature, in addition to involving relevant values, significantly affect the rights of shareholders of the involved companies, including due to, in many cases, the compulsory migration to the share base of another company.

In this context, regardless of whether the operation falls within the hypotheses provided for in article 264 of Law No. 6.404/76, administrators must act, in the exercise of their duties, with diligence and loyalty to the company and, consequently, to all its shareholders, observing, whenever applicable, the procedures recommended in item 3 of CVM Orientation Opinion No. 35/08, which deals with the Realization of Fiduciary Duties, with respect to, for example: (i) obtain all information necessary to perform their function; (ii) have sufficient time to perform their function; (iii) have deliberations and negotiations duly documented, for subsequent verification; (iv) assess the need or convenience of hiring legal and financial advisors; (v) have the work of hired advisors duly supervised; (vi) consider the possibility of adopting alternative forms to conclude the operation; (vii) express opposition to the operation if the exchange ratio and the other proposed terms and conditions are unsatisfactory.

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

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

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

Article 256 of Law No. 6.404/76 determines that the purchase, by a publicly-held company, of the control of any commercial company, will depend on the deliberation of the general meeting 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) net asset value (article 248) of the share or quota, with the assets evaluated at market prices (article 183, paragraph 1); (iii) net profit value of the share or quota, which may not exceed fifteen times the annual net profit per share (article 187, VII) in the last two fiscal years, updated monetarily.

In principle, the aforementioned article does not apply to operations in which publicly-held 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, controlling shareholders and administrators may be held liable for abuse or deviation of power, respectively, if it is proven that the use of a certain "vehicle" company in the acquisition of control of other companies was to the detriment of the legitimate interests of the other shareholders of the publicly-held company.

Regarding the disclosure of relevant facts or market communications related to operations for the acquisition of a commercial company, at the moment it decides to disclose the information, the administration must include in the disclosed document the relevant available information that allows the understanding of the business by the public to whom the information is intended, which includes the main conditions of the business (price, payment method, possible stages of a possible restructuring, uncertainties and contingencies related to the operation, as well as the possible classification under the hypotheses provided for in article 256 of Law No. 6.404/76), and it is essential to comply with the requirements provided for in articles 15 to 20 of CVM Resolution No. 80/22, especially, the completeness and consistency of the communication, which must be written in simple, clear, objective, and concise language.

Additionally, in its paragraph 2, article 256 provides that "if the acquisition price exceeds one and a half times the highest of the three values referred to in item II of the caput [average quotation, net asset value adjusted to market and 15 (fifteen) times the average of the annual net profit per share of the last two fiscal years], the dissenting shareholder of the deliberation of the meeting that approves it will have the right to withdraw from the company through reimbursement of the value of its shares, in accordance with article 137, observed the provisions of its item II".

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

In view of the above, when disclosing the acquisition of a commercial company, the publicly-held company must inform whether the aforementioned acquisition was carried out by the publicly-held company itself or through a controlled, affiliated, or wholly-owned subsidiary, as well as whether the operation will be submitted to the deliberation of the general meeting of shareholders and whether it will give rise to the right of withdrawal for its shareholders, as provided for in the aforementioned article 256.

It should be noted that such disclosure must contain, at a minimum, the information necessary to prove whether or not it is a case for holding a meeting and granting the right of withdrawal.

If the operation is to be subject to meeting deliberation, the period in which the meeting is intended to be held must be informed. Companies registered in Category A to which CVM Resolution No. 81/22 applies must, as provided for in article 20 of CVM Resolution No. 81/22, disclose, at a minimum, the information provided for in Annex G to the aforementioned Resolution, in the manner oriented in this Circular (see item 4.2).

Even if CVM Resolution No. 81/22 does not apply to issuers registered in Category B and those registered in Category A not mentioned in the previous paragraph, these must send, on the same date of publication of the first announcement of the convening of the meeting, by virtue of the provisions of paragraph 3 of article 135 of Law No. 6.404/76 and item II of article 34 of CVM Resolution No. 80/22, the documents and information necessary for the exercise of the right to vote.

It is worth highlighting that the report required by paragraph 1 of article 256 of Law No. 6.404/76 is not confused with the evaluation required by paragraph 2 of the same article, since its function is to support the decision of shareholders to approve or not the operation, providing a benchmark or justifying the purchase price, and must be prepared by the criterion that the administrators understand to be the one that best evaluates that investment.

The valuation report referred to in paragraph 1 of article 256, as well as other reports eventually produced for the purposes of items "a", "b", and "c" of item II of the caput of the same article, must be sent, via "IPE Online" in the Empresas.NET System, in the category "Economic-Financial Data" and type "Valuation Report", identifying in the subject, whenever possible, the type of report and the operation to which they refer.

It is recommended that companies only carry out corporate restructurings involving acquired companies after the acquisition has been approved or ratified in a shareholders' meeting.

In the event of an operation subject to ratification by the general meeting of shareholders, it is recommended that such ratification, when possible, take place at the first general meeting to occur from the implementation of the operation.

If the operation gives rise to the exercise of the right of withdrawal, it must also be informed: (a) shareholders who may exercise the right of withdrawal, should they dissent from the deliberation of the Assembly, to be convened for the ratification of this acquisition (see item 7.7); (b) the reimbursement value, in reais (R$) per share; and (c) the deadline and procedures that dissenting shareholders must adopt to manifest themselves.

In these cases, publicly-held companies that have registration in Category A and to which CVM Resolution No. 81/22 applies must also, as provided for in article 21 of CVM Resolution No. 81/22, disclose the information provided for in Annex H to the aforementioned Resolution, in the manner oriented in this Circular (see item 4.2).

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

7.6 Conversion of shares

In cases of conversion of shares, without prejudice to the provisions of CVM Resolution No. 44/21, the administration's proposal, to be sent via "IPE Online" in the Empresas.NET System, category "Assembly", type "AGO/E", "AGE" or "AGESP", species "Administration'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 eligibility for the withdrawal right of dissenting shareholders (see item 7.7); the conversion ratio between the classes or species of shares; the criterion for determining the aforementioned conversion ratio; and the justification for adopting the aforementioned criterion in the conversion operation.

7.7 Right of withdrawal

Law No. 6.404/76 provides for the possibility of exercising the right of withdrawal in specific hypotheses, such as those provided for in articles 137; 221; 223, paragraph 4; 252; 256, and 264. If the matter deliberated at the general meeting gives rise to a right of withdrawal, the company must inform, at a minimum, the shares and classes to which withdrawal applies, the date that will be used to identify shareholders who may exercise the right of withdrawal, the reimbursement value per share and its method of calculation, the deadlines and procedures that shareholders of this company, dissenting from the deliberation of the aforementioned Assembly, must adopt to exercise the right of withdrawal, as well as (i) whether the exercise of the withdrawal right will be exclusively on the total number of shares or if it will be permitted, even, the exercise on part of the shares held and (ii) whether for the exercise of the right of withdrawal uninterrupted ownership will be necessary, from the date of identification of shareholders with the right to manifest their dissent until the day of the exercise of such right.

The objective of the above guidance is that all information necessary for investors to make a reflective and informed decision is provided, without prejudice to the possibility of the CVM coming to analyze the regularity of the procedures adopted by the company.

It is worth clarifying that, as provided for in paragraph 1 of article 137 of Law No. 6.404/76, "the dissenting shareholder of the deliberation of the meeting, including the holder of preferred shares without voting rights, may exercise the right to reimbursement of the shares of which, it is proven, he was the holder on the date of the first publication of the notice of convening of the meeting, or on the date of communication of the relevant fact object of the deliberation, if earlier".

By "date of communication of the relevant fact" must be understood the date of disclosure of the Relevant Fact in the electronic system available on the CVM's Internet page and in the communication channels described in article 3, paragraph 4, of CVM Resolution No. 44/21.

Thus, the right of withdrawal would only be due to shares acquired until the day prior to the publication of the first notice of convening of a meeting or to the disclosure of the relevant fact, whichever occurs first, regardless of the date of disclosure of the document via the Empresas.NET System.

Article 137, item II, of Law No. 6.404/76 provides that, in the cases mentioned in items IV and V of article 136 of the same Law, the holder of shares of a species or class that has liquidity and dispersion in the market will not have the right to withdraw, considering that there is:

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

a) liquidity, when the species or class of shares, or certificate representing it, integrates a general index representative of a portfolio of securities admitted to trading in the securities market, in Brazil or abroad, defined by the CVM; b) dispersion, when the controlling shareholder, the controlling company, or other companies under its control hold less than half of the species or class of shares.

In accordance with article 9 of CVM Resolution No. 78/22, it is understood that the index considered for liquidity purposes must be the Ibovespa.

It is also highlighted that, in the 10 (ten) days subsequent to the end of the period referred to in items IV and V of the caput of article 137 of Law No. 6.404/76, it is optional for the administration bodies to convene the general meeting to ratify or reconsider the deliberation, if they understand that the payment of the reimbursement price of the shares to the dissenting shareholders who exercised the withdrawal right will put the financial stability of the company at risk.

For this reason, the administration's decision to propose the reconsideration of the deliberation 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 Relevant Fact, within the aforementioned deadline. The administration's decision to ratify the aforementioned deliberation must, as a rule, be the subject of a Market Communication.

Publicly-held companies registered in Category A to which CVM Resolution No. 81/22 applies must also, as provided for in article 21 of CVM Resolution No. 81/22, disclose the information provided for in Annex H to the aforementioned Resolution, in the manner oriented in this Circular (see item 4.2).

Finally, it is recommended that the withdrawal period, start and end, be disclosed by the company.

7.8 Capital increase by private subscription

In cases of capital increase, by private subscription, it is necessary that the administration's proposal contain all relevant information, as well as be accompanied by all documents necessary for shareholders to make a decision, such as:
a) justification regarding the need to carry out the operation; b) main characteristics of the operation:
i. quantity of shares to be issued by species (and class, if any) and potential 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 quotient obtained by 100;
ii. emission price; criterion adopted for determining the emission 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 full payment of issued shares: the date to be considered for identifying shareholders who will have the right to subscribe to the new shares and the percentage to which shareholders will be entitled to subscribe, with up to 10 decimal places, and the 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 pro rata distribution of surplus shares not subscribed, the percentage for exercising the right to subscribe to surpluses must be obtained by dividing the number of unsubscribed shares by the total number of shares subscribed by subscribers who expressed interest in the surpluses during the preference period, multiplying the quotient obtained by 100. The company may allow shareholders who express interest in subscribing to surpluses to indicate the quantity of additional surpluses they wish to subscribe to; and

v. in the case of new pro rata distributions, the percentage for exercising the right to subscribe to surpluses must be obtained by dividing the number of unsubscribed shares by the total number of shares subscribed, in the right of preference and in other pro rata distributions, by subscribers who have expressed interest in the surpluses, multiplying the quotient obtained by 100.

c) Valuation Report and other documents that supported the determination of the issue price;

d) copy of the Fiscal Council's opinion, if it is operating, with dissenting votes, if applicable; and

e) inform whether the shares to be issued as a result of the increase in share capital will participate on equal terms in all benefits, including dividends and any capital remuneration that may be approved during the fiscal year. If they participate on a pro rata temporis basis, inform from which moment they will fully participate in all benefits.

Publicly held companies registered in Category A to which CVM Resolution No. 81/22 applies must, furthermore, as provided in article 15 of CVM Resolution No. 81/22, disclose the information set forth in Annex C to said Resolution, in the manner guided by this Circular (see item 4.2), when the capital increase is deliberated in a general meeting. It should be noted that the disclosure of the information in this Annex is not necessary when the increase results exclusively from a merger, spin-off, incorporation, or incorporation of shares, in accordance with article 22 of CVM Resolution No. 81/22.

If the private subscription capital increase operation is to be deliberated in a meeting of the Board of Directors, publicly held companies registered in Category A must, as provided in article 33, item XXXI, of CVM Resolution No. 80/22, disclose the information set forth in Annex E to said Resolution, 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 deliberated in BoD”), mentioning in the subject line the information disclosed.

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

The procedures set forth in the two preceding paragraphs also apply in the case of deliberation on capital increase in the context of conversion of debentures or other debt securities into shares, exercise of subscription rights or subscription bonuses, capitalization of profits or reserves, and splits from an option plan.

Regarding the role of the Fiscal Council, as a rule, it is not incumbent upon this body to previously express an opinion on statutory alterations related to authorized capital. However, in cases where the alteration of authorized capital is being deliberated in a General Shareholders’ Meeting (AGE) to enable the approval of a capital increase by the Board of Directors, whose main characteristics are already defined and known to shareholders, it is understood that the Fiscal Council should express its opinion on the capital increase prior to the AGE that will deliberate on the modification of authorized capital, in order to, in accordance with article 163, item III, of Law No. 6,404/76, support the decision of shareholders.

In this regard, the Fiscal Council's opinion, in cases of capital increase, must expressly contain the opinion of the body (favorable or unfavorable) on the proposed operation; it is not sufficient to simply mention the presence of necessary and sufficient information for shareholders to deliberate 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 57), in line with the provisions of CVM Instruction No. 400/03 (in force at the time) and CVM Orienting Opinion No. 08/81, in the case of capital increases with partial ratification, shareholders must be granted the right to condition their investment.

In this sense, once the possibility of partial ratification is provided for, the company must inform in Annex C of CVM Resolution No. 81/22 (item 5.r) or in Annex E of CVM Resolution No. 80/22 (article 2, XVII) regarding the granting or not of a final deadline for investment review, in the case of partial placement of the shares subject to the increase in share capital, in which articles 73 and 74 of CVM Resolution No. 160/22 were observed.

It is also worth highlighting that, on the same occasion, the CVM Collegiate Body understood that it is possible to effectuate ratification of a partially subscribed private capital increase, regardless of the realization of public distribution efforts for surpluses. In the decision, the Collegiate Body expressed in summary that the implementation of a capital increase by private subscription of shares that has been partially subscribed requires:

a) that the deliberation of the increase (as well as the material disclosed to shareholders in the manner of CVM Resolution No. 81/22, 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 ensured) for the increase to be implemented; and

57 See http://conteudo.cvm.gov.br/decisoes/2014/20140107_R1/20140107_D01.html.

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

(iii) specifies the maximum quantity of securities that may be subscribed (or the maximum amount of resources that must be ensured) within the scope of the capital increase; and

b) that all relevant information necessary for shareholders to evaluate the capital increase and its multiple outcomes be provided to shareholders, including, among others, information on (i) destination of resources; (ii) dilution; and (iii) subscription commitments;

c) that shareholders be granted the right to conditional subscription of the increase;

d) that at the end of the preference period, it is verified that the minimum amount indicated in the deliberation approving the increase has been subscribed, at least; and

e) that the capital increase that admits partial subscription cannot be implemented if the subscribed amount does not reach, at least, the minimum value indicated in the deliberation 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 pro rata distribution of surpluses to cede this right, for a fee 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 goods, the right of preference is always ensured to shareholders, and, if applicable, the amounts paid by them will be delivered to the holder of the credit to be capitalized or the good to be incorporated.

According to the understanding of SEP, capitalization with credits does not exempt compliance with paragraph 7 of the same article 171. However, in the sanctioning process CVM No. RJ2013/6294 58, the Collegiate Body concluded that the body that deliberated the realization of a capital increase in an amount equal to that of the credit to be capitalized or the good to be incorporated should not observe the provisions of article 171, paragraph 7, and consequently is not obliged to promote the pro rata distribution of surpluses among shareholders, being able to deliver them directly to the holder of the respective credit or good.

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 deliberate the reduction of share capital in two hypotheses: if there is a loss, up to the amount of accumulated losses, or if it is judged excessive.

58 See http://www.cvm.gov.br/sancionadores/sancionador/2017/20171114_PAS_RJ20136294.html.

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

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 share capital with restitution to shareholders of part of the value of the shares, or by the decrease in their value, when not fully paid, to the amount of the contributions, only becomes effective 60 (sixty) days after the publication of the minutes of the general meeting that deliberated it.

Thus, the cutoff date, i.e., the date that will identify shareholders with the right to receive the value corresponding to the reduction of share capital, must be subsequent to the end of the period provided for in article 174 of Law No. 6,404/76 (period for creditor opposition).

Whenever the general meeting is convened to deliberate on capital reduction, issuers registered in Category A to which CVM Resolution No. 81/22 applies must disclose, through “IPE Online” in the Empresas.NET System (see item 4.2.2) at minimum, the following information required by CVM Resolution No. 81/22: (a) value of the reduction and new share capital; (b) detailed explanation of the reasons, form, and consequences of the capital reduction; (c) copy of the Fiscal Council's opinion, if it is operating, when the proposal for capital reduction is initiated by the administrators; (d) as applicable: (i) the value of restitution per share; (ii) the value of the decrease in the value of shares to the amount of contributions, in the case of 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 a merger, spin-off, incorporation, or incorporation of shares, in accordance with article 17 of CVM Resolution No. 81/22.

It is emphasized that, even if CVM Resolution No. 81/22 does not apply to issuers registered in Category B and Category A not mentioned in the previous paragraph, these must send, on the same date as the publication of the first announcement convening the meeting, by virtue of the provisions of paragraph 3 of article 135 of Law No. 6,404/76 and item II of article 34 of CVM Resolution No. 80/22, the documents and information necessary for the exercise of voting rights in General Shareholders’ Meetings.

7.10 Share Grouping

In the case of share grouping, in the Relevant Fact disclosing the operation, the grouping factor and the treatment to be given to the resulting fractions of shares must be informed.

It should be noted that the controlling shareholder, if any, must ensure shareholders the option to remain part of the shareholder register with, at least, one new unit of capital. In this sense, the following procedures may be adopted: (i) donation of shares in order to complete the participation of shareholders holding fractions, regardless of the number of shares they held before the grouping; or (ii) granting a period for shareholders to compose themselves in whole lots multiples of the grouping, in which case, once such period is concluded, the sum of the fractions will be subject to auction on the stock exchange and the proceeds from the sale distributed proportionally among the holders of the fractions.

In the administration's proposal to be submitted to the meeting, the entire procedure proposed for the grouping, the grouping factor used, the treatment that will be given to the fractions, and the composition of share capital after the grouping must be stated.

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

Regarding 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 period, it is highlighted that there are guidelines 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 relevant information not yet disclosed by any person who has had access to it, for the purpose of gaining an advantage, for oneself or for others, through the trading of securities.

In this sense, and for the purposes of characterizing the offense provided for in the mentioned article, it is presumed that:

i) the person who traded securities possessing relevant information not yet disclosed used such information in 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 relevant 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 had access to relevant information not yet disclosed, know that it is privileged information;

iv) the administrator who leaves the company possessing relevant and not yet disclosed information uses such information if they trade securities issued by the company within a period of 3 (three) months counted from their dismissal;

v) information regarding operations of merger, 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 celebration, alteration, or rescission of shareholders' agreements, decision to promote the cancellation of registration of the publicly held company, or change in the trading environment or segment of its issued shares, are relevant from the moment studies or analyses regarding the matter begin; and

vi) information regarding requests for judicial or extrajudicial recovery and bankruptcy filed by the company itself are relevant from the moment studies or analyses regarding such request begin.

It is emphasized that, in accordance with paragraph 2 of the cited article 13, the above-described presumptions are relative, and it must be analyzed, together with other elements that indicate whether the offense provided for in the caput was or was not, in fact, committed, including combining the presumptions, if applicable.

Still regarding the presumptions described in paragraph 1, CVM Resolution No. 44/21 determines that they do not apply to:

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

i) cases of acquisition, through private trading, of shares that are in treasury, resulting from the exercise of a purchase option according to a plan for granting stock options approved in a general meeting, or when it concerns the granting of shares to administrators, employees, or service providers as part of remuneration previously approved in a general meeting; and

ii) transactions 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 trading ban will also prevail when there is the intention to promote a merger, total or partial spin-off, merger, transformation, or corporate reorganization.

The ban period applies regardless of the form by which the information is disclosed by the company. In the supervision of SEP, the disclosure through “Market Communication – Other Communications Not Considered Relevant Facts” of information that falls under the concept of relevant fact contained in article 2 of CVM Resolution No. 44/21, due to having the potential to produce impacts on the trading of the company's issued securities, may be treated as a relevant fact for the purposes of the article of CVM Resolution No. 44/21, in addition to resulting in the assessment of liabilities for non-disclosure of the information in the form of a relevant fact.

The above bans will cease to be in force as soon as the company discloses the relevant fact to the market, unless the trading with the shares could interfere with the conditions of said transactions, to the detriment of the company's shareholders or the company itself.

Furthermore, it is worth highlighting that the aforementioned ban does not apply to the acquisition of shares that are in treasury, through private trading, resulting from the exercise of a purchase option according to the plan for granting stock options approved in a general meeting.

In accordance with article 14 of CVM Resolution No. 44/21, in the period of 15 (fifteen) days 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 said 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 Fiscal Council are prohibited from carrying out any trading with the securities issued by the company, or referenced to them, regardless of whether such persons have knowledge of the content of the quarterly accounting information and annual financial statements of the Company.

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 counting 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 said disclosure.

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

It is also highlighted that the prohibition of 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) transactions 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 ban period resulting from securities lending, exercise of purchase or sale options by third parties, and forward purchase and sale contracts; and

iii) transactions carried out by financial institutions and legal entities that are 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 CVM Resolution No. 44/21, the publicly held company may, by deliberation of the Board of Directors, approve a trading policy for its issued shares, containing rules additional to those provided in Law No. 6,404/76 and said Resolution.

In the supervision exercised by SEP, the mechanisms adopted by companies and the impacts of the repurchase, if 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 abstain from trading during the entire duration of the repurchase program. In any case, it is worth emphasizing that the acquisition, by a publicly held company, of its own issued shares is prohibited when it has as its object shares belonging to the controlling shareholder, in accordance with article 8 of CVM Resolution No. 77/22.

It should be noted that in the case of a share repurchase program, as well as in the other bans mentioned above, the prohibition of trading will not extend to transactions that are carried out in accordance with investment plans that satisfy the requirements provided in article 15 of CVM Resolution No. 44/21.

Attention is drawn to the fact that share lending is an operation that is also covered by the ban provided for in articles 13 and 14, 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 quote valid on the date of closing or maturity of the contract.

Additionally, the trading ban provided for in articles 13 and 14 also applies to private transactions.

It should be recalled that, in the event of advance disclosure of financial information, the trading ban period provided for in CVM Resolution No. 44/21 is also advanced.

The company must maintain controls with supporting documentation, to make available to the 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 CVM Resolution No. 44/21.

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

It is recommended that the Company's Investor Relations Director inform the persons mentioned in paragraph 1 of Article 13 and in Article 14 of CVM Resolution No. 44/21, and, if possible, all company employees, regarding the occurrence of trading blackout periods.

It should be noted that the trading bans contained in Articles 13 and 14 of CVM Resolution No. 44/21 apply to members of a Committee created by statutory provision, even if they are not company administrators, as decided by the CVM Collegiate Body in meetings held on 12.13.2016 and 05.02.2017 (CVM Process No. 19957.006290/2016-08) 59.

7.12 Transactions with Related Parties

In accordance with Articles 153 to 156 of Law No. 6.404/76, administrators must conduct corporate business with diligence and loyalty, abstaining from interfering in operations in which they have a conflict of interest.

There are CVM precedents stating that the administrator's conflict is "presumed, that is, its application does not depend on the analysis of the specific case, leaving the company's administrators impeded from participating in any negotiation or deliberation regarding a specific operation in which they appear as the counterparty to the company or from which they benefit, regardless of whether the corporate 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 to that of the company. [...] The fact that the administrator is prevented from 'intervening in any corporate operation in which they have an interest conflicting with that of the company', as stated in the caput of Article 156 of Law No. 6.404/76, prevents them not only from voting, if the operation must be approved by a collegiate administrative body, but also from participating in the negotiations."

Furthermore, even if the administrator does not intervene in operations in which they have an interest conflicting with that of the company, by virtue of Article 156, paragraph 1, of Law 6.404/76, such operations may 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 further provides that administrators must ensure that transactions between the company and its affiliates, controlled companies, and holding companies observe commutative conditions or payment of adequate compensation.

59 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.
60 Votes of Relator Director Wladimir Castelo Branco and President Marcelo Trindade in CVM Process No. RJ2004/5494, on 12.14.2004. Vote of Relator Director Pedro Marcilio de Souza in PAS CVM No. 12/2001. Vote of Director Pablo Renteria in PAS CVM No. RJ2011/11073.

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

To ensure compliance with such provisions, it is recommended that issuers prepare and disclose a Related Party Transactions Policy, approved by the Board of Directors, which provides for procedures and criteria that allow for the safe (i) identification of related parties; (ii) identification of suppliers, service providers, and clients who have transactions with parties related to the company; (iii) 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 forwarded via the Empresas.NET System, in 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 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 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, the administrators, the shareholders, or classes of shareholders; c) prohibition of loans in favor of the controlling shareholder and the administrators; d) the scenarios of transactions with related parties that must be supported by independent appraisal reports, prepared without the participation of any party involved in the operation in question, whether it be a bank, lawyer, specialized consulting firm, 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 attributions 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.

Still regarding the attributions of the members of the Board of Directors, although, as a rule, 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.

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

In this sense, it is worth highlighting the vote of Relator Director Gustavo Gonzalez delivered in the context of the judgment of PAS 19957.010686/2017-22 61, held on 07.07.2020, in which he states that "in summary, although 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 attribution 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 related party transactions policy, it is important that there are well-defined rules for each step of the related party contracting process. 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 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 open company to administrators with charges incompatible with those of similar transactions between the individual debtor 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 adopting for the celebration of the addendum the same approval procedures as the original contract; e) contracting a service provider, usually of an intellectual nature (consulting, advertising, law firms), which, in turn, maintains concomitant contracts, including consulting, with related parties; f) service provision contract (i) defined in a broad 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; g) consulting contract signed with a statutory administrator, having as its object activities that could be inserted in the context of their attributions; h) still regarding the relationship of administrators with the company, without failing to observe that any benefit received by the administrator in return 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.;

61 See https://conteudo.cvm.gov.br/sancionadores/sancionador/2020/20200707-PAS-19957.010686_2017_22.html.

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

ii. receipt of commissions on business 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 attributions and which are not formally provided for in the administrator remuneration policy.

It is also 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 advisable 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 way that allows for subsequent verification, when necessary.

It is worth reiterating that CVM Orientation 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 33, item XXXII, of CVM Resolution No. 80/22, open companies registered in Category A must disclose communication about transactions between related parties (see item 4.16), without prejudice to the proper disclosure in the financial statements and in the Reference Form.

7.13 Indemnity Commitments

On 09.25.2018, CVM Orientation Opinion No. 38/18 was issued, which deals with the fiduciary duties of administrators within the scope of indemnity contracts celebrated between open companies and their administrators.

In accordance with the aforementioned Orientation Opinion, there is no legal obstacle to the provision, in an indemnity contract, of the right to indemnification in favor of administrators for expenses suffered 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 in those where the legal standards of conduct to which they are subject have not been observed.

Annual Circular Letter 2023 CVM/SEP

Lineage: In force