Annual Circular Letter 2025 CVM/SEP

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

ANNUAL CIRCULAR LETTER-2025-CVM/SEP
Rio de Janeiro, February 27, 2025.

SUBJECT: General guidelines on procedures to be observed by open companies, foreign companies, and incentivized companies registered with the CVM.

Dear Investor Relations Director/Legal Representative,

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

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

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

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

In addition to reading this Circular Letter, the following are recommended:

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

Sincerely,

FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations

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

Table of Contents

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

2 Issuer Registration .................................................................................................... 18
2.1 Issuer categories......................................................................................................................18
2.2 Issuer registration request.............................................................................................................18
2.3 Obtaining login, password, and code by new companies for use of the Empresas.NET System..............................................................................................................................................19
2.4 Submission of documents........................................................................................................................20
2.5 Inspection fee .............................................................................................................................21
2.6 Resubmission of documents.........................................................................................................22
2.7 Financial statements presented in the registration request.......................................................23
2.8 After the granting of open company registration...........................................................................24
2.9 Additional guidelines ........................................................................................................................25
2.10 Registration update........................................................................................................................26
2.11 Issuers of depositary receipts of securities (BDR) .................................................28
2.12 Category conversion requests...................................................................................................31
2.13 Consequences of non-delivery of information .................................................................................32
2.14 Penalty fines............................................................................................................................32
2.15 Appeal against the application of a penalty fine.................................................................................33
2.16 Publication of the list of delinquent issuers............................................................................35
2.17 Ex officio suspension of issuer registration........................................................................................35
2.18 Ex officio cancellation of issuer registration due to information delinquency..........................36
2.19 Administrative sanctioning process .................................................................................................36
2.20Other grounds for cancellation of registration ..................................................................................37
2.20.1Voluntary cancellation of registration ..........................................................................................37
2.20.2Ex officio cancellation of the issuer's registration due to its extinction.............................39

3 Periodic Information............................................................................................... 40
3.1 Management report .................................................................................................................40
3.2 Financial statements.................................................................................................................41
3.2.1 Financial institutions authorized to operate by the Central Bank of Brazil..........................48
3.2.2 Advance disclosure of financial information....................................................................49

3.2.3 Capital budget...................................................................................................................50
3.2.4 Integrated report – start of validity of CVM Resolution No. 14/20 – need to use the "Integrated Report" category in the Empresas.NET System ...........................................................51
3.2.5 Relevant aspects to be observed in the preparation of explanatory notes and the management report......................................................................................................................51
3.2.6 Report on financial information related to sustainability, based on the international standard issued by the International Sustainability Standards Board – ISSB ....................53
3.2.7 Validity of Technical Pronouncement CPC 50 – Insurance Contracts .......................................54
3.2.8 Revision of associations in the Empresas.NET System for sending additional financial statements..............................................................................................................................................55
3.2.9 Technical Orientation OCPC 10 – Carbon Credits (tCO2e), Emission Allowances (allowances) and Decarbonization Credits (CBIO) .............................................................................55
3.2.10Changes to CPCs 03, 32, and 40 – CVM Resolution No. 197, of 12/26/2023 ...............................56

3.3 Periodic forms........................................................................................................................56
3.3.1 Registration form.....................................................................................................................56
3.3.2 Reference form..............................................................................................................57
3.3.2.1 Annual submission of the form .................................................................................................57
3.3.2.2 Update of the reference form ..............................................................................58
3.3.2.3 Resubmission of the reference form due to public distribution registration..............................................................................................................................................62
3.3.3 Standardized financial statements – DFP ........................................................................63
3.3.4 Quarterly information – ITR ......................................................................................................64
3.3.5 Securitization company report...........................................................................................................67
3.3.6 Report on the Brazilian Corporate Governance Code – Open Companies..............67

3.4 Ordinary General Assembly – OGA.......................................................................................................68
3.4.1 Notice of article 133 of Law No. 6.404/76............................................................................69
3.4.2 Management proposal for OGA .........................................................................................70
3.4.2.1 Issuers registered in category A for which CVM Resolution No. 81/22 applies ..............................................................................................................................................70
3.4.2.2 Issuers registered in category B and in category A for which CVM Resolution No. 81/22 does not apply ...................................................................................75
3.4.3 OGA convening notice ......................................................................................................75
3.4.4 Summary and minutes of the OGA ..................................................................................................78
3.4.5 Remuneration of administrators/fiscal councilors............................................................79

3.5 Trustee's report and communications ..................................................................................81

4 Main Occasional Information................................................................................ 81
4.1 Act and relevant fact.............................................................................................................................81
4.1.1 Distinction between relevant fact and market communication ........................................................87

4.1.2 Minimum information necessary to be disclosed upon the acquisition of a company (or of a corporate participation in another company)............................................................89

4.2 Extraordinary General Assembly (EGA), special assembly (ESP) and debenture holders' assembly (DEB)................................................................................................................................90
4.2.1 EGA, ESP, and DEB convening notice...........................................................................91
4.2.2 Management proposal for EGA, ESP, and DEB..............................................................94
4.2.2.1 Management proposal – category A – companies authorized by a market administrator for the trading of shares on a stock exchange and having shares in circulation.............................................................................................................................................94
4.2.2.2 Management proposal – category B and companies in category A for which CVM Resolution No. 81/22 does not apply..................................................................................98
4.2.3 Summary and minutes of the EGA, ESP, and DEB.......................................................................98

4.3 Projections.............................................................................................................................................99
4.4 Shareholders' agreement .........................................................................................................................101
4.5 Group of companies convention..................................................................................................101
4.6 Bankruptcy petitions and rulings........................................................................................................102
4.7 Petitions and rulings involving judicial and extrajudicial reorganization .............................................102
4.8 Negotiations by administrators, persons related to them, and subsidiaries, affiliates, and the company itself with securities issued by the company.............................................................................103
4.9 Relevant negotiations.....................................................................................................................105
4.9.1 Obligated recipient ..........................................................................................................106
4.9.2 Object of the relevant participation ..............................................................................................106
4.9.2.1 Shares...................................................................................................................................106
4.9.2.2 Financial derivative instruments and other securities referenced in shares ............................................................................................................................................106
4.9.2.3 ADR, GDR, and BDR ..................................................................................................................108
4.9.2.4 Share lending..........................................................................................................108
4.9.2.5 Indirect participation ...........................................................................................................109
4.9.3 Calculation of increase or decrease in participation......................................................................110
4.9.4 Group of persons acting in concert or representing the same interest ......................112
4.9.5 Responsibility of the administrator or manager..........................................................................113
4.9.6 Time and form of disclosure...............................................................................................113
4.9.7 Content of the declaration of increase and decrease in participation............................................115
4.9.8 Disclosure of the declaration by non-resident investor...........................................................115

4.10 Trading policy.......................................................................................................................116
4.11 Investment plan.......................................................................................................................116
4.12 Disclosure policy........................................................................................................................118

4.13 Bylaws ...................................................................................................................................119
4.14 Meetings of the board of directors and the fiscal council ..........................................................120
4.15 Communication of auditor change...............................................................................................120
4.16 Communication regarding transactions between related parties ..............................................................121
4.17 Communication regarding indemnity contracts ............................................................................126
4.18 Share-based remuneration plans ....................................................................................126
4.19 Earnings release........................................................................................................................127
4.20 Presentation material to analysts/market agents.............................................................127
4.21 Market maker.......................................................................................................................128
4.22 Installation of the statutory audit committee and election of its members.....................................128
4.23 Communication regarding the holding of live streams.......................................................................129
4.24 Operational data and metrics..........................................................................................................131
4.25 Communication regarding corporate lawsuits.......................................................................................132
4.26 Report on financial information related to sustainability............................................132
4.27 Clawback policy ..........................................................................................................................133

5 Common Guidelines for Periodic and Occasional Information ......................................133
5.1 Cooperation Agreement CVM and B3 – Brasil, Bolsa, Balcão (B3).......................................................133
5.2 General guidelines.............................................................................................................................133
5.3 Obligation to maintain a webpage on the World Wide Web..........................................136
5.4 Confidentiality request .............................................................................................................137
5.5 Documents in foreign language ..................................................................................................138

6 Special Rules for Issuers...............................................................................138
6.1 Issuers with high market exposure (EGEM) and frequent fixed-income issuer.............138
6.2 Issuers in special situations ........................................................................................................140
6.2.1 Issuers in extrajudicial reorganization ...................................................................................140
6.2.2 Issuers in judicial reorganization............................................................................................140
6.2.3 Issuers in bankruptcy ................................................................................................................141
6.2.4 Issuers in liquidation ............................................................................................................142

7 Relevant Corporate Events and Other Guidelines.................................................143
7.1 Common guidelines for ordinary and extraordinary general assemblies.........................................143
7.1.1 Shareholder representation in assembly ............................................................................143
7.1.2 Public requests for proxy ......................................................................................................144

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

7.1.3 Request for a list of shareholders' addresses (Article 126, paragraph 3, of Law No. 6.404/76) ...............................................................................................................................................146
7.1.4 Establishment of the fiscal council and election of its members........................................................146
7.1.5 Election of members of the board of directors.................................................................152
7.1.6 Plural voting ..................................................................................................................................159
7.2 Remote voting – CVM Resolution No. 81/22.....................................................................................160
7.2.1 Scope of CVM Resolution No. 81/22.........................................................................................160
7.2.2 Remote voting ballot........................................................................................................160
7.2.3 Frequent filling-in doubts .....................................................................................166
7.2.4 CICORP system and integration with the Empresas.NET System ...................................................167
7.2.5 Remote voting exercised through service providers................................................168
7.2.6 Remote voting exercised directly by the company ...............................................................169
7.2.7 Counting of votes at the general meeting ...................................................................................170
7.2.8 Proof of uninterrupted ownership of shares in an election held separately from the board of directors in the case of remote voting......................................................................173
7.2.9 Presentation of documents .................................................................................................173
7.3 Abuse of voting rights and conflict of interests (Article 115, paragraph 1, of Law No. 6.404/76)...................................................................................................................................................174
7.4 Merger, consolidation, and spin-off...............................................................................................................176
7.5 Acquisition of a commercial company by a publicly held company................................................................179
7.6 Conversion of shares...........................................................................................................................181
7.7 Right of withdrawal..............................................................................................................................182
7.8 Capital increase by private subscription......................................................................................183
7.8.1 Surplus of shares in capital increase with credits.............................................................186
7.9 Capital reduction ............................................................................................................................186
7.10 Share grouping.......................................................................................................................187
7.11 Period of prohibition on trading.....................................................................................................188
7.12 Transactions between related parties...............................................................................................191
7.13 Indemnity commitments ...........................................................................................................194
7.14 Trading in own-issued shares ......................................................................................196
7.14.1 Competence for approval ....................................................................................................197
7.14.2 Limitations...................................................................................................................................198
7.14.3 Economic and political rights of treasury shares ........................................................200
7.14.4 Monthly information on transactions carried out .........................................................................200
7.15 Dividends on preferred shares (Article 203 of Law No. 6.404/76) .................................................200

7.16 Communication regarding non-payment of mandatory dividend due to the company's financial situation...........................................................................................................................201
7.17 Late, corrective, or supplementary declarations of dividends............................................201
7.18 Competence of the board of directors to deliberate on the issuance of debentures............201
7.19 Composition of the executive board ...................................................................................................................201
7.20 Request for certificates of entries recorded in the corporate books (Article 100 of Law No. 6.404/76)..............................................................................................................................................202
7.21 Admission of shareholders in a wholly-owned subsidiary (Article 253 of Law No. 6.404/76) .............................206
7.22 Acquisition of own-issued debentures .................................................................................207
7.23 Duties and responsibilities of administrators and controlling shareholder................................207
7.24 Liability action against the controlling shareholder...............................................................................208
7.25 Suspension of shareholders' rights..................................................................................................209

8 Complaints and Reports, Appeals, Inquiries, Requests for Interruption or Suspension of General Meetings, Hearings, and Requests for Review of Processes, Proposals for Commitment Terms, Calculation of Deadlines, Requests for Access to Information, and LGPD ..........209
8.1 Complaints and reports involving companies .........................................................................209
8.2 Appeals against decisions or statements of understanding by the SEP ............................................210
8.3 Inquiries by publicly held, foreign, and incentivated companies registered with the CVM.......................211
8.4 Requests for interruption or postponement of the general meeting convocation deadline..............................212
8.5 Responses to questions from the SEP...............................................................................................213
8.6 Requests for hearings by individuals..........................................................................................213
8.7 Request for review of process..............................................................................................................213
8.8 Commitment term.....................................................................................................................215
8.9 Calculation of deadlines..........................................................................................................................216
8.10 Request for access to information.........................................................................................................216
8.11 General Data Protection Law (LGPD)..............................................................................218

9 Empresas.NET System for the Preparation and Delivery of Information ..........................218
10 Guidelines for the Preparation of the Reference Form ......................................220
10.1 Guidelines applicable to the entire reference form................................................................220
10.1.1 General rules on the preparation and disclosure of information.............................................220
10.1.2 Field "other information deemed relevant"....................................................................221
10.1.3 Scope and content of information provided...............................................................221
10.1.4 Information not applicable........................................................................................................222

10.2 Guidelines for filling out the reference form.....................................................223
10.2.1 Issuer's activities (section 1).................................................................................................223
10.2.1.1 Issuer's history (item 1.1).........................................................................................223
10.2.1.2 Main activities developed by the issuer and its controlled companies (item 1.2) .............223
10.2.1.3 Information on the issuer's operational segments (item 1.3) .................................224
10.2.1.4 Information on products and services related to the operational segments disclosed in item 1.3 (item 1.4) .......................................................................................................224
10.2.1.5 Information on the effects of state regulation on the issuer's activities (item 1.6) ..........................................................................................................................................225
10.2.1.6 Environmental, social, and corporate governance (ESG) information (item 1.9)..............225
10.2.1.7 Information related to mixed-economy companies (item 1.10) .........................226
10.2.1.8 Extraordinary business and corporate transactions (items 1.11 to 1.15)..............................226
10.2.2 Directors' comments (section 2).........................................................................................226
10.2.2.1 Financial and patrimonial conditions and results of operations (items 2.1 and 2.2) ..........227
10.2.2.2 Significant changes in accounting practices and reservations and emphases present in the auditor's report (item 2.3)............................................................................................................229
10.2.2.3 Events with relevant effects, occurred and expected, in the financial statements (item 2.4) ..................................................................................................................................229
10.2.2.4 Non-accounting measurements (item 2.5)...................................................................230
10.2.2.5 Events subsequent to the last financial statements closing the social year (item 2.6) ..............................................................................................................................................230
10.2.2.6 Policy for the allocation of results (item 2.7) ..............................................................230
10.2.2.7 Business plan (item 2.10)...........................................................................................231
10.2.2.8 Other factors with relevant influence (item 2.11)........................................................231
10.2.3 Projections (section 3).....................................................................................................................232
10.2.3.1 Disclosure of Projection (item 3.1) ....................................................................................232
10.2.3.2 Monitoring and alteration of projections disclosed during the last 3 social years (item 3.2) ................................................................................................................................................233
10.2.4 Risk factors (section 4)...........................................................................................................233
10.2.4.1 Description of risk factors and indication of the 5 main ones (items 4.1 and 4.2)....................233
10.2.4.2 Description of market risks (item 4.3) .....................................................................235
10.2.4.3 Judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties (item 4.4).....................................................................................................236
10.2.4.4 Information on relevant confidential proceedings in which the issuer or its controlled companies are parties that have not been disclosed in item 4.4 (item 4.6) ............................239
10.2.4.5 Other relevant contingencies not covered by the previous items (item 4.7).........239
10.2.5 Risk management and internal controls policy (section 5) ........................................239
10.2.5.1 Description of the risk factor management policy adopted by the issuer (item 5.1) ...............................................................................................................................................................239
10.2.5.2 Internal controls (item 5.2)............................................................................................240
10.2.5.3 Internal integrity mechanisms and procedures adopted by the issuer (item 5.3) ..........................................................................................................................................241

10.2.5.4 Comments on significant changes and expectations (item 5.4) ............................241
10.2.6 Control and economic group (section 6)......................................................................................242
10.2.6.1 Identification of the controlling shareholder or group of shareholders (item 6.1) ....................242
10.2.6.2 Identification of shareholders, or groups of shareholders acting in concert or representing the same interest, with participation equal to or greater than 5% of the same class or species of shares (item 6.2) ....................................................................................243
10.2.6.3 Capital distribution (item 6.3)......................................................................................244
10.2.6.4 Participation in companies (item 6.4) .............................................................................245
10.2.6.5 Organizational chart of the issuer's shareholders (item 6.5)..........................................................246
10.2.7 General meeting and administration (section 7)..............................................................................246
10.2.7.1 Description of the issuer's administrative structure (item 7.1)...........................................246
10.2.7.2 Description regarding the performance of the board of directors (item 7.2) ..............................247
10.2.7.3 Identification of administrators and members of the fiscal council (item 7.3)...................247
10.2.7.4 Identification of members of statutory committees and audit, risk, financial, and remuneration committees (item 7.4)...............................................................................249
10.2.7.5 Subordination, service provision, or control relationships (item 7.6) .........................250
10.2.7.6 Agreements, including insurance policies, for payment or reimbursement of expenses borne by administrators (item 7.7) .....................................................................250
10.2.7.7 Other information deemed relevant (item 7.8) ..........................................................250
10.2.8 Administrator remuneration (section 8)...........................................................................251
10.2.8.1 Description of the remuneration policy or practice of the board of directors, statutory and non-statutory executive board, fiscal council, statutory committees, and audit, risk, financial, and remuneration committees (item 8.1)............................................251
10.2.8.2 Remuneration of the board of directors, statutory executive board, and fiscal council (item 8.2) ....................................................................................................................................................253
10.2.8.3 Variable remuneration of the board of directors, statutory executive board, and fiscal council (item 8.3) ...............................................................................................................................................255
10.2.8.4 Exercise price of options and potential dilution of share-based remuneration of the board of directors and statutory executive board (item 8.5) ........................................256
10.2.8.5 Granting of share purchase options to members of the board of directors and statutory executive board (item 8.6)............................................................................257
10.2.8.6 Open options of the board of directors and statutory executive board at the end of the last social year (item 8.7)...........................................................................................258
10.2.8.7 Options exercised related to share-based remuneration of the board of directors and statutory executive board (item 8.8)............................................................................259
10.2.8.8 Granting of restricted shares to members of the board of directors and statutory executive board (item 8.10) .........................................................................................................................................259
10.2.8.9 Shares delivered related to share-based remuneration of the board of directors and statutory executive board (item 8.11)..........................................................................261
10.2.8.10 Information necessary for understanding the data disclosed in items 8.5 to 8.11 (item 8.12)..........................................................................................................................................................261
10.2.8.11 Information, by body, on the holdings held by members of the board of directors, statutory executive board, and fiscal council (item 8.13).......................262

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

10.2.8.12 Pension plans in force granted to members of the board of directors and statutory directors (item 8.14)......................................................................262
10.2.8.13 Value of the highest, lowest, and average value of individual remuneration of the board of directors, statutory executive board, and audit committee (item 8.15) ......................................263
10.2.8.14 Contractual arrangements, insurance policies, or other instruments that structure remuneration or indemnification mechanisms for administrators (item 8.16) ........................................................................................................................................264
10.2.8.15 Percentage of total remuneration of each body attributed to members of the board of directors, statutory executive board, or audit committee who are related parties to the controlling shareholders of the issuer (item 8.17).....................................................................265
10.2.8.16 Remuneration of members of the board of directors, statutory executive board, or audit committee received for any reason other than the function they hold (item 8.18) ........................................................................................................................................265
10.2.8.17 Remuneration of members of the board of directors, statutory executive board, or audit committee recognized in the results of the issuer's controlling shareholders, companies under common control, and subsidiaries of the issuer (item 8.19) .......................................265
10.2.8.18 Other information deemed relevant (item 8.20) ......................................................266
10.2.9 Auditors (section 9).....................................................................................................................266
10.2.9.1 Information about independent auditors (item 9.1)..............................................266
10.2.9.2 Remuneration of independent auditors (item 9.2) ...................................................267
10.2.9.3 Other information deemed relevant (item 9.4) ..........................................................268
10.2.10 Human resources (section 10).................................................................................................268
10.2.10.1 Information about the issuer's human resources (item 10.1)..................................268
10.2.10.2 Description of the issuer's employee remuneration policy (item 10.3)...........269
10.2.11 Transactions with related parties (section 11)......................................................................270
10.2.11.1 Information about the issuer's rules, policies, and practices regarding transactions with related parties (item 11.1)................................................................................270
10.2.11.2 Information about transactions and handling of conflicts of interest and mutuality (item 11.2) ................................................................................................................270
10.2.12 Share capital and securities (section 12)........................................................................273
10.2.12.1 Share capital (item 12.1).................................................................................................273
10.2.12.2 Description of the rights of each class and species of share issued by foreign issuers (item 12.2)......................................................................................................................275
10.2.12.3 Description of other securities (item 12.3)....................................................275
10.2.12.4 Number of holders of each type of security described in item 12.3 (item 12.4) ........................................................................................................................................276
10.2.13 Identification of persons responsible for the content of the form (section 13) ...............276

11 General Guidelines for Incentivized Companies........................................................277
11.1 Registration..............................................................................................................................................277
11.2 Update of registration......................................................................................................................278
11.3 Periodic documents.....................................................................................................................279
11.3.1 Financial statements........................................................................................................279

11.3.2 Notice of convening of the Annual General Meeting (AGM) ....................................................................................................279
11.3.3 Minutes of the AGM..................................................................................................................................279
11.3.4 Registration data of incentivized companies.........................................................................280
11.4 Coercive fine.............................................................................................................................280
11.5 Suspension of registration .......................................................................................................................281
11.6 Cancellation of registration ex officio ..................................................................................................281
11.7 Request for voluntary cancellation of registration...............................................................................281
11.8 Simplified registration .........................................................................................................................281
11.9 Remission of debts..........................................................................................................................282
11.10 Special auctions of securities..............................................................................................................282

12 Risk-Based Supervision Plan – SBR.............................................................283
13 Good Corporate Governance Practices for Publicly Held Companies..........................284
13.1 Disclosure policy........................................................................................................................285
13.2 Trading policy.......................................................................................................................286
13.3 Risk management policy..................................................................................................287
13.4 Policy for contracting transactions between related parties....................................................288
13.5 Dividend policy/Policy for allocation of results............................................................288
13.6 Corporate calendar......................................................................................................................288
13.7 Preparation of the reference form ...........................................................................................288
13.8 Timing of disclosure of relevant information........................................................................289
13.9 Shareholders' general meeting..........................................................................................................289
13.9.1 Convening deadline..................................................................................................................289
13.9.2 Agenda and documentation...............................................................................................................290
13.9.3 Partners' proposals ..................................................................................................................290
13.9.4 Organization of the meeting........................................................................................................291
13.10 Adoption of CVM Guiding Opinion No. 35/08 ..........................................................................291
13.11 Audit committee ........................................................................................................................292
13.12 Monthly submission of the form for traded and held securities provided for in article 11 of CVM Resolution No. 44/21......................................................................................................293
13.13 Publicly held companies' page on the worldwide web.............................................294
13.14 Manual of accounting policies........................................................................................................294
13.15 Executive board..........................................................................................................................................294
13.16 Conduct and conflicts of interest ....................................................................................................295

13.16.1 Code of conduct...................................................................................................................295
13.16.2 Policy for prevention and detection of illicit acts ................................................295
13.17 Remuneration of administrators..................................................................................................296
13.18 Disclosure of information in English................................................................................296

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

Coordinate the work of the company monitoring management teams;
Supervise the timely provision of periodic information by companies, application of coercive fines, and semi-annual publication of a list of delinquent companies;
Analyze appeals against the application of coercive fines; and
Suspend and cancel ex officio (for failure to provide information) registrations of publicly held and foreign companies.

Company Monitoring Management Teams 1 and 2 (GEA-1 and GEA-2):

Analyze initial registration requests for securities issuers, as well as update registrations of companies in public offerings of distribution of securities and public offers for acquisition of shares (OPA);
Analyze inquiries from companies and voluntary cancellations of registration; and
Analyze compliance with standards for disclosure of periodic and occasional documents and information by companies, their administrators, or shareholders, determining their resubmission/republication when necessary.

Company Monitoring Management Teams 3 and 4 (GEA-3 and GEA-4):

Analyze the regularity of management proposals and decisions, deliberations in general meetings, and the conduct of business by controlling shareholders and management bodies;
Analyze complaints involving companies;
Analyze requests for interruption or suspension of the convening period for meetings; and
Present Terms of Indictment (ordinary and simplified procedures).

Company Monitoring Management Team 5 (GEA-5):

Analyze financial statements with audit reports containing modified opinions;
Analyze financial statements, considering information about deficiencies in internal controls reported in the reference form;
Analyze annual and interim financial statements disclosed by companies, when there is a public offering of distribution of securities;
Determine republication of financial statements;
Analyze inquiries and complaints involving financial statements; and
Present Terms of Indictment involving financial statements.

Division for Monitoring Incentivized Companies (DAIN):

Act in registration, supervision, guidance, and support for standardization activities within the scope of incentivized companies;
Support the department in management and planning activities;
Assist, based on data analysis, in the supervision of companies within the Department;
Carry out other related activities.

The identification of the holders of the organizational components that make up the SEP is available on the Securities and Exchange Commission (CVM) website, accessible at https://www.gov.br/cvm/pt-br/composicao/orgaos-especificos/superintendencia-de-relacoes-com-empresas and https://www.gov.br/cvm/pt-br/composicao/estrutura, “Specific Bodies → Department of Corporate Relations”.

The service for publicly held and foreign companies registered with the CVM is provided by GEA-1 and GEA-2, according to activity sectors, as shown in the table below.

Activity Sector	Management Team
Agriculture (sugar, alcohol, and cane)	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
Commerce (wholesale and retail)	GEA-2
Foreign trade	GEA-2
Communication and information technology	GEA-2
Civil construction, construction materials, decoration	GEA-1
Cooperatives	GEA-2
Real estate credit	GEA-1

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

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

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

1.1 Digital signature in SEP services
Some documents or electronic actions that were previously signed or carried out using the so-called "simple login" in certain CVM systems have now required a differentiated level of requirement due to the effects of Decree No. 10.543/20, effective on 01.07.2021.
Regarding activities under the competence of the SEP, the signature must be advanced or qualified, silver or gold level on the Digital Citizenship Platform (.GOV.BR), in the following cases: (i) request for registration of a securities issuer, in category A, under CVM Resolution No. 80/22; (ii) filing of an appeal against a fine; (iii) request for confidential treatment of information/documents provided in response to requirements made under CVM Resolution No. 80/22 (article 61, paragraph 3); (iv) inquiries requesting confidential treatment; and (v) request for exception to the immediate disclosure of a relevant fact (article 7 of CVM Resolution No. 44/21). For signing the Commitment Term with the CVM, regardless of whether the process originated in the SEP or not, an advanced signature is also required. Other information about the required signature level in electronic interactions with the Regulatory Agency is available on the CVM website, accessible via the link https://www.gov.br/cvm/pt-br/assuntos/noticias/cvm-destaca-procedimentos-sobre-nivel-de-assinaturas-exigidas-nas-interacoes-eletronicas-com-a-autarquia and https://www.gov.br/cvm/pt-br/assuntos/noticias/uso-de-assinaturas-eletronicas-na-administracao-publica-federal.

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

2.2 Issuer registration request
Since 02.04.2018, the issuer registration request, as well as all documents related to the registration requests of publicly held companies, provided for in CVM Resolution No. 80/22, must be submitted exclusively electronically via the Empresas.NET System, whose access must be made on the internet via the link https://www.rad.cvm.gov.br/ENET/Shared/Login.aspx?ValidSession=0 or https://enet.b3.com.br/ENET/Shared/Login.aspx. To access the Empresas.NET System, it will be necessary to use a provisional login and password for sending documents. In cases of initial registration request with concomitant request for ordinary registration of a public offering of distribution of securities, the requirements to be formulated within the scope of the registration process

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br initial requests will be forwarded to the applicant by means of a Joint Office with the Securities Registration Superintendence (SRE), in accordance with CVM Resolution No. 80/22.
The applicant for initial issuer registration may request that the analysis of its request be carried out by the SEP in a confidential manner.
In these cases, the registration request must:
a) indicate the period during which such information must remain confidential in the event of withdrawal or denial; and b) declare the justification for the confidentiality of the requests, including the reasons why its disclosure could represent a competitive advantage to other economic agents or put at risk the legitimate interest of the company. Furthermore, the initial issuer registration request made together with a request for ordinary registration of a public distribution offer of shares, as well as all documents related to the registration of open companies, provided for in CVM Resolution No. 80/22, must be submitted exclusively electronically through the Empresas.NET System, as guided in the following sections of this Circular. It is emphasized that, if the registration request presented under confidential analysis escapes control, it is the issuer's responsibility for its immediate disclosure, in accordance with CVM Resolution No. 44/21. Issuers applying for registration (categories A and B) without a concomitant public distribution offer of securities are reminded of the incidence and collection of the supervision fee, for requests filed from 2022 onwards, given legal and regulatory updates, with the issuance, on 10.01.2021, of Provisional Measure No. 1,072, converted into Law No. 14.317/22, as detailed in item 2.5 of this Circular. Regarding the flowchart of deadlines and stages of the issuer registration process, it is recommended to read Joint Circular No. 1/2023/CVM/SEP/SRE, of 05.03.2023, which can be accessed at the link https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep-sre/oc-sep-sre-0123.html.

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

Company Name / CNPJ

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

Applicant registration data:
Name of DRI or proxy / CPF / Email / Contact Phones

Attention is drawn to the fact that companies that have a login and password for code of companies exempt from registration for the purpose of complying with periodic and occasional information submission obligations, provided for in CVM Resolution No. 160/22, must request a temporary 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. If a company has its registration request denied and wishes to file a new request, it must contact CVM External Support and request a new code, temporary login, and access password for the Empresas.NET System. The code initially obtained, during the process that was denied, cannot be reused by the company.

2.4 Sending of documents
Once the documents related to the open company registration request are created in the Empresas.NET System, they must be sent using the "Send" function, requiring the use of the temporary login provided by CVM.
It is emphasized that the Empresas.NET System must be used only for sending information related to the initial registration of open companies. Information and documents to be directed to the 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 open company registration request, among those provided for in Annex A of CVM Resolution No. 80/22, be the registration request, provided for in paragraph 1, item I, of said Annex, signed by the investor relations director, preferably mentioning each document uploaded (joint descriptions should not be made; for example: instead of citing minutes of general assemblies of the last 12 months, each minute uploaded in the Empresas.NET System must be identified one by one). Paragraph 1 of article 5 of CVM Resolution No. 80/22 provides that the counting of the analysis deadline for the registration request provided for in the caput will only begin on the date of protocol of the last document that completes the set of documents necessary for the instruction of the registration request, as indicated in Annex A of said Resolution. It is also requested that the issuer does not file protocols partially. In this sense, the issuer must initiate the protocol of documents only when all documents are already finalized and available for sending, and must send the registration request after sending all other necessary documents. Documents must be uploaded in the appropriate associations (category, type, and species), as the protocol of documents inadequately categorized invalidates their recognition and subsequent availability on the CVM page. See Manual for Sending Periodic and Occasional Information http://conteudo.cvm.gov.br/export/sites/cvm/menu/regulados/companhias/Manual-Sistema-de-Enviode-Informacoes-Periodicas-e-Eventuais.pdf. It is emphasized that the category "Documents for registration of company at CVM", type "Other documents (CVM)", should only be used 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 CVM or to B3. Companies in category B must present, for the purpose of initial registration request, the documents provided for in Annex A of CVM Resolution No. 80/22, even if some document is not included in the obligation indicated in article 34 of CVM Resolution No. 80/22.

2.5 Supervision Fee
Law No. 7.940/89, regarding the collection of the supervision fee for the securities markets, resulting from the exercise of police power legally attributed to CVM, was amended by Law 14.317/22, with impact on open, foreign, and incentivized registered companies. Among the changes made, the following stand out: the collection of the fee (i) changed from quarterly to annual, to be collected in full with respect to the entire year to which it refers; and (ii) became mandatory upon filing the initial registration request, when there is no concomitant public offering of securities, to be collected according to the taxpayer's net equity on December 31 of the previous year, even in the case of companies with differentiated fiscal year, pro rata payment not admitted, and must be integral, regardless of the date of the request. If the initial issuer registration request is with concomitant request for ordinary registration of public distribution offer of securities, the fee to be paid is the one related to the public offering and will be verified by SRE. SRE published Circular-Office No. 1/2022-CVM/SRE, on 01.14.2022, accessible via the link http://conteudo.cvm.gov.br/legislacao/oficios-circulares/sre/oc-sre-0122.html, with guidelines on the incidence and collection of the supervision fee for the securities markets referred to in Law No. 7.940/89, to be observed by issuers/offering parties and intermediaries in public offerings of securities. The value of the supervision fee, calculated according to Annex V of Law No. 7.940/89, due by issuers of securities who are requesting initial registration without concomitant request for ordinary 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 Fee must be collected for the lowest value provided for in the range applicable to the taxpayer, according to items I and II as set forth in article 4 of paragraph 4 of Law No. 14.317/22. In initial issuer registration requests without concomitant public offering registration, where the supervision fee is due, according to item V of article 4 of Law No. 7.940/89, companies that have a differentiated fiscal year, that is, whose closing of the social year does not coincide with the closing of the civil year (12/31), must present a declaration signed by the investor relations director informing the value of the company's net equity on December 31 of the previous year.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br This declaration must be presented in the Empresas.NET System together with the rest of the documentation that makes up the initial protocol of the registration request. It will not be necessary to present such a declaration if the company is already obliged to present, at the time of the registration request, an ITR form referring to the quarter ended on 12/31 of the previous year, by virtue of item XV of article 1 of Annex A of CVM Resolution No. 80/22. There will be no overlap or double charging of the supervision fee in the event of an initial registration request as an issuer of securities concomitant to the request for ordinary registration of public distribution offer of securities, according to paragraph 9 of article 4 of said Law. It is emphasized that no process will be opened for analysis of the initial issuer registration request if the GRU of proof of payment of the fee is not forwarded, in compliance with the provisions of paragraph 3 of article 13 of CVM Resolution No. 54/21. If during the analysis of the process it is verified that a lower value than due was collected, there will be a need for complementary payment, with the due charges, calculated from the date on which the protocol of the registration request was made. The annual fee will be charged in full to taxpayers registered at CVM, even if the issuer's registration period remains active for a period shorter than 365 (three hundred and sixty-five days) in the year of competence of the tax. There is no distinction in charging between categories A and B. Follow the link to the CVM page for filling out and printing the GRU for collection of the supervision fee: https://cvmweb.cvm.gov.br/SAR/FormPesqGRU.aspx. Debts related to the supervision fee may be registered as active debt, with their respective legal additions. Doubts regarding the collection of the supervision fee can also be forwarded to the CVM's Collection and Enforcement Management (GEARC), by email gearc@cvm.gov.br. CVM also maintains a dedicated page to disclose various aspects related to the supervision fee, available via the link https://www.gov.br/cvm/pt-br/assuntos/regulados/taxa-de-fiscalizacao.

2.6 Re-presentation of documents
During the analysis process of the open company registration request, 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.
It is requested that the last document to be re-presented be the company's response letter to the requirement office forwarded. It is suggested that this document be structured with the reproduction of the requirement formulated in the office, followed by the company's response. At the end of the response letter, it is desirable that the company list all documents that are being re-presented in the Empresas.NET System for the purpose of complying with the requirements formulated in the office.

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

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br Nevertheless, since it is a formal requirement present in a CVM Resolution, in any of the cases, the exemption of the requirements can only be granted by the CVM Collegiate Board through a reasoned request, presented together with the registration request, regarding which the SEP will have the opportunity to manifest itself. In this sense, it is worth highlighting that the Collegiate Board has been accepting the exemption requests made by companies, in consonance with the characteristics present in preceding cases. Furthermore, in some analyzed cases, reservations were made by the issuer in its reference form that the information coming 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 said 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. From the limitations that combined financial statements present, it does not necessarily follow 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 registration request, nor used as a basis for filling out the reference form. Combined financial statements, whether annual or interim, must necessarily be subject to audit by an independent auditor registered at 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, these must be audited and not only reviewed. Within the scope of Process CVM No. 19957.006640/2021-95 3, on 04.12.2022, in a Collegiate Board meeting, such understanding was confirmed.

2.8 After the granting of the open company registration
Once the registration of the open company is granted, CVM will forward an office informing said granting and its definitive code at CVM.
The company must replace, in the Empresas.NET System, the provisional code with the definitive code and re-present the registration form with the update of the open company registration data.
The company must also send the forms required in article 11 of CVM Resolution No. 44/21. The information must be forwarded by the structured electronic form made available in the Empresas.NET System. Once the filling of the individual form of each director, member of the board of directors, the fiscal council, and any organs with technical or consultative functions created by statutory provision is completed, the consolidated form will be generated, automatically. In the same way, when sending the individual form, the system will also send, automatically, the consolidated form. 3 See https://conteudo.cvm.gov.br/decisoes/2022/20220412_R1/20220412_D2313.html.

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

2.9 Additional Guidance

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

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

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

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

a) Financial statements specifically prepared for registration purposes, in accordance with Articles 27 and 29 of the Resolution, referring to: (I) the last social year, provided that such statements adequately reflect the issuer's equity structure at the time of filing the registration request; or (II) a subsequent date, preferably coinciding with the closing date of the last quarter of the current year, but never earlier than 120 (one hundred and twenty) days counted from the date of filing the registration request, in case: (i) a relevant change has occurred in the issuer's equity structure after the closing date of the last social year; or (ii) the issuer was constituted in the same year as the registration request. It is emphasized that the presentation of financial statements specifically prepared for registration with a reference date subsequent to the closing of the year should only occur in cases where there has been an actual change in the issuer's equity structure. In the cases provided for in Article 1, item VIII, letters "a" and "b.1" of Annex A, the administration's comments referred to in item IX of the mentioned article must be presented;

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

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

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

It is clarified that the financial statements specifically prepared for registration purposes provided for in letter "a" of item VIII of Article 1 of Annex A of 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 specifically 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 from the end of the last year do not reasonably reflect the issuer's equity structure at the time of filing the registration request, in accordance with item IX of Article 1 of Annex A of CVM Resolution No. 80/22. The standardized financial statements form – DFP and the quarterly information form – ITR will correspond to the dates of the respective financial statements, according to the criteria mentioned above. The financial statements for the closing of the social year must serve as the basis for filling out the DFP, and the interim financial statements for the ITR.

According to item XIII of Article 1 of Annex 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 a "relevant change in the issuer's equity structure after the closing date of the last social year," or because the issuer was constituted during the year, the DFP form of the financial statements for registration purposes, nor the one referring to the last social year, should 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).

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

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

As provided for 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.

The response letter to the requirements formulated by the SEP, during the ordinary registration request for public distribution of securities of already registered companies, must be sent via the CVM Digital Protocol.

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

i) In item 1. "Document Data": in the "Request Description" field, after specifying the registration request 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 information regarding the registration request presented under reserved analysis escapes control, it is the issuer's responsibility to immediately disclose it, in accordance with CVM Resolution No. 44/21.

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

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

In this sense, although the 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 normative imposition of CVM Resolution No. 80/22, which is applicable to the company.

Therefore, in the event of the need to update the reference form due to the hypotheses provided for in Article 25, the company must update the reference form within the determined deadline, noting 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 normative reasons that led to such update.

2.11 Issuers of securities deposit certificates (BDR)

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

Such titles may have as backing, in accordance with the conditions set forth in Article 3 of CVM Resolution No. 182/23, shares, deposit certificates of shares, or securities representing debt listed or admitted to trading in organized securities markets headquartered abroad.

Only foreign issuers may have shares issued by them or deposit certificates of shares issued by them as backing for BDR. The issuance of BDR backed by securities issued abroad that are not admitted to trading in an organized securities market is permitted, provided that it concerns securities representing debt and issued by a Brazilian issuer.

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

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

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

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

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

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

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

II – in the previous 18 (eighteen) months:

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

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

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

The choice between compliance with Articles 3, 4, or 5 lies with the foreign issuer, who must explicitly indicate their option in the requests presented during the following events, provided for in Article 6 of the same Annex J:

I – issuer registration;

II – realization of a public distribution offer of securities deposit certificates – BDR;

III – registration of a BDR program; and

IV – conversion of the BDR program level.

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

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

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

I – Level I BDR, sponsored or unsponsored;

II – Level II BDR, sponsored; and

III – Level III BDR, sponsored.

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

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 foreign issuer that sponsors a securities deposit certificate program – Level II or Level III BDR must obtain registration:

I. in category A, if the securities serving as backing for the BDR are:

a) shares and deposit certificates of shares; and

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

II. in category B, in other cases.

Article 9 of Annex J to CVM Resolution No. 80/22 provides that the following persons must designate legal representatives domiciled and resident in Brazil, with powers to receive citations, notifications, and 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, including receiving correspondence, intimations, notifications, and requests for clarification:

I – the foreign issuer;

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

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

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

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

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

Information regarding the legal representative must be included in item 5 of the registration form (IRD or equivalent person). Additionally, board of directors minutes, board of directors meetings, assemblies, or other documents dealing with the election or dismissal of the legal representative must be sent 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. Thus, their corporate operations, as well as the performance of their administrators, are subject to the corporate rules of their country of origin and their bylaws, with such foreign issuers subject to the oversight 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, potentially examining, in the face of a foreign issuer registration request, if there are minimum elements that ensure its protection, notably regarding provisions that are in blatant contrast with the principles and guidelines that guide the care for investors' rights and the regular functioning of the capital market and its integrity. This is not, therefore, about giving undue application to Brazilian corporate law, but about exercising a judgment of compatibility between the corporate law applicable to the issuer and that existing in Brazil to verify the existence of essential guarantees.

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

2.12 Category Conversion Requests

Once registered, issuers may request, via the Digital Protocol, accessible on the CVM's page on the worldwide web, 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 conducted by the SEP in a reserved manner.

In these cases, at the time of requesting the filing, an electronic form called "Digital Document Protocol" is filled out, with the data of the subject request 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 information regarding the category conversion request presented under reserved analysis escapes control, it is the issuer's responsibility to immediately disclose it, in accordance with CVM Resolution No. 44/21.

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

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

In the case of requests for registration of public distribution offerings of shares for issuers already registered with the CVM, filed 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 registered issuer must be submitted via the CVM Digital Protocol System, and not via the Empresas.NET System.

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

2.13 Consequences of Failure to Submit Information

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

2.14 Comminatory 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 page on the worldwide computer network, a list of periodic information that must be disclosed by participants in the following exercise, indicating the respective submission deadlines and normative bases, and alerting that the non-disclosure of information within the indicated deadlines subjects the issuer to the application of the daily fine provided for in Annex A 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 A of the Resolution provides for the following daily comminatory fine values for those who fail to comply with the established deadlines for the submission of periodic and occasional information, applicable until the date the obligation is fulfilled or for a maximum period of 60 (sixty) days:

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

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

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

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

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

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

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

The fine application notice is sent only by mail to the company's headquarters address. There is no sending of the notice to the Investor Relations Director's (DRI) 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 circular (see item 3.3.1 and Chapter 10).

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

2.15 Appeal Against the Application of Comminatory Fine

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

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

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

Central de Sistemas > Taxa de Fiscalização e Multas (left menu) > Recursos Contra Multa Cominatória (right menu) > log in to the CVMWeb System (using the GOV.BR account, with silver or gold signature of the company's DRI) > Tax and Fine (Comminatory 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 via the CVM Digital Protocol, and if the company encounters technical problems, it must report them to External Support via the email suporteexterno@cvm.gov.br.

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

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

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

Questions regarding the generation of the GRU (Government Revenue Slip) and the payment or refund of fines must be handled directly with the CVM Collection Management (GEARC) (via the email gearc@cvm.gov.br).

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

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

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

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

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

It is emphasized that, under Article 20 of CVM Resolution No. 47/21, at the appellant's request, the person who decided on the appeal may review, within the scope of the request for reconsideration, the allegation of existence of omission, obscurity, contradiction, or material or factual error in the decision, otherwise the appeal will not be known.

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

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

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

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

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

2.16 Publication of the List of Non-Compliant Issuers

Article 64 of CVM Resolution 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 fulfilling any of their periodic obligations.

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

2.17 Automatic Suspension of Issuer Registration

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

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

The issuer whose registration is suspended may request the reversal of the suspension via a reasoned request, sent to the SEP, accompanied by documents proving compliance with the periodic and occasional obligations in arrears, including those with submission deadlines subsequent to the suspension of registration.

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

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

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

2.18 Automatic Cancellation of Issuer Registration for Non-Compliance with Information

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

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

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

2.19 Administrative Sanctioning Process

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

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

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

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

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

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

In this sense, and under 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 CVM Resolution No. 45/21.

2.20 Other Hypotheses for Registration Cancellation

2.20.1 Voluntary Cancellation of Registration

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

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

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

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

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

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

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

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

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

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

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

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

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

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

It is emphasized that it is mandatory to submit periodic documents and information whose delivery deadline is prior to the date on which the CVM carries out the cancellation, even if with retroactive effects; failure to send them subjects the company's administrators to potential liability proceedings.

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

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

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

In cases of merger, consolidation, or spin-off, the cancellation of the company's registration results from its extinction and is independent of the date of approval by a government body; the company is removed from the list of publicly held companies from the date of the General Shareholders' Meeting (GSM) that decided on the merger, consolidation, or spin-off. In addition to the mandatory submission of the minutes of the respective GSM via the Empresas.NET System, the company or its successor is requested to formally communicate this extinction to the SEP.

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

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

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

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

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

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

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

3 Periodic Information
3.1 Administrative Report

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

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

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

The administrative report should cover information related to decisions 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, in the company's performance. If applicable, it is also important to describe the main investments carried out as a result of the exercise of public policies. The report must address perspectives and plans for the current and future fiscal years, especially those related to the goals the company must pursue in meeting its corporate purpose, based on objective premises and foundations, and, if applicable, in light of what is defined in multi-year plans.

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

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 financial statements on the same date they are made available to the public, this date not exceeding, in the case of:

a) national issuers, 3 (three) months from the end of the fiscal year; and b) foreign issuers, 4 (four) months from the end of the fiscal year.

It is alerted that paragraph 1 of Article 27 of CVM Resolution No. 80/22 determines that the financial statements of national or foreign issuers must be accompanied by the following documents:

a) administrative report; b) independent auditor's report; c) opinion of the statutory audit committee or equivalent body, if any, accompanied by any dissenting votes; d) capital budget proposal prepared by the administration, if any;

e) declaration by the directors responsible for having the financial statements prepared, in accordance with the Law or the corporate bylaws, that they reviewed and discussed the opinions expressed in the independent auditors' report, stating whether they agreed or disagreed with such opinions and the reasons, in case of disagreement; f) declaration by the directors responsible for having the financial statements prepared, in accordance with the Law or the corporate bylaws, that they reviewed, discussed, and agree with the financial statements; g) annual summary report, if the issuer adopts the statutory audit committee provided for in specific regulation; h) if any, opinion or report of an audit committee addressing the financial statements, even if such committee is not adherent to CVM Resolution No. 23/21 or is not statutory.

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

Not having a statutory audit committee for the purposes of Article 31-A of CVM Resolution No. 23/21, the company will only be obligated (in 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 statutory audit committee, if that committee or body has issued said opinion.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

As provided for in Article 29 of CVM Resolution No. 80/22, the financial statements of foreign issuers must be prepared in Portuguese, in national currency, and these issuers may opt to prepare them in accordance with:

a) Law No. 6.404/76 and CVM norms; or b) international accounting standards issued by the International Accounting Standards Board – IASB.

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

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

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

For publicly held companies, Article 133 of Law No. 6.404/76 provides for the need to publish financial statements up to 5 (five) days before the holding of the Ordinary General Assembly (OGA), noting 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 OGA, informing of the availability of the financial statements at the company's headquarters.

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

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

Even if the company publishes the full text in the printed newspaper, instead of the summarized form, of the mandatory publication, no legal provision is envisaged that dispenses with the publication of the full text of the document on the newspaper's 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, and must maintain such disclosures in a newspaper of large circulation (in a summarized form). The new wording of Article 289 is applicable to mandatory publications made from 01.01.2022, regardless of the period (fiscal year or quarter) to which they refer (applies, therefore, for example, to financial statements relating to the period ended on 31.12.2021).

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

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

The new modality of summarized publication of financial statements requires special attention so that the objective of the legal provision is met, in the sense of simplifying and reducing the compliance cost of companies, while at the same time providing essential information about the financial statements, the explanatory notes, the independent auditor's report, and, if any, the opinion of the statutory audit committee, noting 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 large circulation newspaper of the publication]; b. [Insert the electronic address of the company, if registered in Category A];
c. [Insert the electronic address of the CVM]; and
d. [Insert the electronic address of B3 in the case of listed companies].

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

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

It is emphasized that the full text of CVM Orientation Opinion No. 39/21 must be observed when publishing summary financial statements, as the Securities and Exchange Commission (CVM) understands that the procedures described therein are adequate means to comply with the conditions set forth in items I and II of Article 289 of Law No. 6.404/76. Follow the link to access it on the CVM website (http://conteudo.cvm.gov.br/legislacao/pareceres-orientacao/pare039.html).

It is alerted that, despite the absence of an express provision in the current regulatory framework regarding the minimum content to be considered when publishing the other documents listed in the Law in summary form, this act should be understood as part of the set of information provided by the issuer to the market, which implies compliance with Articles 15 and 16 of CVM Resolution No. 80/22. Therefore, the summary published document must contain: (i) that it is summary information that should not be considered in isolation for decision-making; and (ii) the electronic addresses of the widely circulated newspaper, the CVM, and B3 (in the case of a listed company) where the full text of the document can be found. Publications will always be made in the same newspaper, chosen in a board of directors meeting, and any change must be preceded by notice to shareholders in the minutes of the Annual General Meeting (AGO), in accordance with paragraph 3 of Article 289 of Law No. 6.404/76.

Regarding this, it is understood that the wording of paragraph 3 of Article 289 of Law No. 6.404/76 refers to any change caused by the company. Considering that, at this time, ceasing to publish in official organs is a change in disclosure resulting from the alteration of said Law, the SEP understands that it is sufficient for the company to update the registration form, in the “Disclosure Channels” item, and provide notice to shareholders clarifying the change, motivated by the legislative amendment.

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

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

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

When sending the financial statements, fields referring to the dates and newspapers of the publications must be filled in, and in the case of publication according to paragraph 3 of Article 133 of Law No. 6.404/76, the 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 business on the stock exchange or organized over-the-counter market where 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.

CVM Resolution No. 80/22, in items V and VI of paragraph 1 of its Article 27, determines that the financial statements must be accompanied by declarations from the directors responsible for preparing them, in accordance with the Law or the bylaws, in which they inform that (i) they reviewed, discussed, and agreed with the opinions expressed in the independent auditors' report, 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 directors of the company to whom such competence has been attributed. In this sense, it is emphasized the need for the aforementioned signatures to be in compliance with items V and VI of paragraph 1 of Article 27 of CVM Resolution No. 80/22.

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

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

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

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

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

In a meeting held on 01.11.2016, the CVM Collegiate Body 5 understood that the revocation of CVM Instruction No. 207/94 removed the act of publishing summary statements from the mandatory minimum informational set, but did not prohibit it from occurring spontaneously and additionally to this set.

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

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

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

It is worth highlighting that, according to Article 25, Item VIII of CVM Resolution No. 23/21, independent auditors must communicate the 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 Accounting Council – CFC.

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

The CVM, through CVM Instruction No. 457/07, revoked by CVM Resolution No. 155/22, which currently regulates the matter, determined that open companies must, from the fiscal year ending in 2010, present their consolidated financial statements adopting international accounting standards, according to 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 administration 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 the form of Article 9 of Law No. 4.595/64, made public that the National Monetary Council issued CMN Resolution No. 4.818/20, which, in accordance with its Article 1, “consolidates the general criteria for the preparation and disclosure of individual and consolidated financial statements by financial institutions and other institutions authorized to operate by the Central Bank of Brazil”.

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

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

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

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

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

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

The SEP informs that, in the event of an application for initial registration of an open company in category A, financial institutions and other entities authorized to operate by the Central Bank of Brazil must fill in the Quarterly Information (ITR) forms, stating their consolidated intermediate 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 intermediate financial statements, consortium administrators and payment institutions must apply the same criteria, procedures, practices, and accounting policies applied to the 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 integrated economic group by an institution registered as an open company must prepare consolidated annual financial statements, adopting international accounting standards according to the pronouncements issued by the International Accounting Standards Board (IASB), translated into Portuguese by a Brazilian entity accredited by the International Financial Reporting Standards Foundation (IFRS Foundation)”.

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 made from the date of its entry into force”, explicitly in its sole paragraph that the provisions of Articles 10 and 11 would produce effects only from January 1, 2022, and its early application is prohibited, except in the case of voluntary disclosure or publication.

3.2.2 Early disclosure of financial information

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

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

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

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

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

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

3.2.3 Capital budget

Article 196 of Law No. 6.404/76 provides that the capital budget to be approved in a general assembly must comprise all sources of resources and applications of capital, fixed or current, 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 whom Chapter III of CVM Resolution No. 81/22 applies, it is alerted that the aforementioned Resolution requires, through item II of the sole paragraph of Article 10 and item 15 of Annex A – Destination of net profit, that, if there is a proposal for profit retention provided for in a capital budget, the company must make available to shareholders, up to one month before the date scheduled for the holding of the AGO, 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 applications of capital, fixed or current.

The other issuers, although not subject to the form and content of the information required by Chapter III of CVM Resolution No. 81/22, must make available to shareholders, up to one month before the date scheduled for the holding of the AGO, 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 applications of capital, fixed or current.

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

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

3.2.4 Integrated report – start of validity of CVM Resolution No. 14/20 – need to use the “Integrated Report” category in the Empresas.NET System

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

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

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

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

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

Within the scope of the integrated report, the company must make it clear to the user of the information (i) that the document follows the conceptual structure provided for in CPC Orientation No. 09 and (ii) that this is included in the scope of 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 administration report

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

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

*Others: Participations and Main Accounting Accounts of Investments; Subsequent Events; Administration Report; Risk Management; Financial statements especially prepared for registration purposes; item 8 of Circular Letter CVM/SNC/SEP No. 01/2021; Declaration of directors (item VI of Article 27 of CVM Resolution No. 80/22); Changes in Estimates, Accounting Policies or Error Corrections; Accounts Receivable; Real Estate Developer; Equity; Combined financial statements; Revenues; Management Comments; CPC 48; Remuneration of Administrators; OCPC 02 (items 115 and 116); CPC 03 (item 7); Reverse Incorporation; Going Concern; PIS and COFINS Credits Due to the Exclusion of ICMS from the Tax Base; Cash and Cash Equivalents; Investment Properties; Inventories; Debentures Converted into Shares; Real Estate Credit Notes; DMPL; Concession Contracts; Insurance; Adoption of New Standards and Going Concern.

It was verified that the 5 (five) most frequent requirements are related to:
(a) deficient disclosure of accounting policies applied to the company, notably when it is verified that the company mostly devoted itself to transcribing or paraphrasing the accounting standards, thus without compliance with CPC 23 and OCPC 07; (b) disclosure of information regarding the relationship with independent auditors, in the administration 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 CVM Resolution No. 156/22; and (e) income taxes.

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br pay special attention to the items in the chart above, in order to avoid adverse impacts on offering schedules, as well as to avoid costs related to meeting the requirements.

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

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

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

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

Furthermore, according to ISSB standards, the sustainability-related financial information in the report referred to in CVM Resolution No. 193/23 must be clearly identifiable and not obscured by other additional information.

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

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

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

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

On 10/29/2024, CVM issued (i) CVM Resolution No. 217, which approves Technical Pronouncement CBPS No. 01 – General Requirements for Disclosure of Financial Information related to Sustainability, issued by the Brazilian Sustainability Pronouncements Committee – CBPS, accessible at the link https://conteudo.cvm.gov.br/legislacao/resolucoes/resol217.html; and (ii) CVM Resolution No. 218, which approves Technical Pronouncement CBPS No. 02 – Disclosures Related to Climate, issued by the Brazilian Sustainability Pronouncements Committee – CBPS, which can be accessed via the link https://conteudo.cvm.gov.br/legislacao/resolucoes/resol218.html.

Such standards were preceded by Public Consultations SNC No. 02/24 and 03/24, the reports of which are recommended for reading and can be accessed on the internet via the links https://conteudo.cvm.gov.br/audiencias_publicas/ap_snc/2024/snc0224.html and https://conteudo.cvm.gov.br/audiencias_publicas/ap_snc/2024/snc0324.html.

Attention is also drawn to the issuance of CVM Resolution No. 219/24, on 10/29/2024, which amended
Article 5 of CVM Resolution No. 193/23, providing that entities must archive the report of
financial information related to sustainability through the Empresas.NET System, observing the following deadlines:
I – in fiscal years of voluntary adoption: until the last day of the ninth month following the closing of the fiscal year; II – in the first fiscal year of mandatory adoption: on the same date of submission of the reference form - FRE; and III – from the second fiscal year of mandatory adoption: within 3 (three) months from the closing of the fiscal year or on the same date of sending the financial statements, whichever occurs first.

3.2.7 Effectiveness of Technical Pronouncement CPC 50 – Insurance Contracts

Companies to which Technical Pronouncement CPC 50, relating to insurance contracts, applies, must pay attention to the decision of the CVM Board, in a meeting held on 05/09/2023, which deliberated the following:
(a) the start of effectiveness of Technical Pronouncement CPC 50 must be maintained for fiscal years beginning on or after 01.01.2023; (b) the annual standardized financial statements (DFP) closing fiscal years beginning on or after 01.01.2023 must be prepared and presented based on CPC 50; (c) exclusively in the fiscal year 2023, companies will be permitted to prepare the Quarterly Information – ITR based on CPC 11 (previous accounting policy); and (d) companies that utilize the permission contained in item “c” above, must prepare and restate their ITR regarding the fiscal year 2023 based on CPC 50, and must archive the restated versions of the ITR on the same date they present the financial statements regarding the fiscal year 2023.

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

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
3.2.8 Revision of associations in the Empresas.NET System for sending
additional financial statements

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

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

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

3.2.9 Technical Guidance OCPC 10 – Carbon Credits (tCO2e),
Emission Allowances (allowances) and Decarbonization Credits (CBIO)

On 01/01/2025, CVM Resolution No. 223/24 entered into force, making it mandatory for publicly held companies the Technical Guidance OCPC 10 – Carbon Credits (tCO2e), Emission Allowances (allowances) and Decarbonization Credits (CBIO), issued by the Accounting Pronouncements Committee (CPC), accessible at https://conteudo.cvm.gov.br/legislacao/resolucoes/resol223.html.

OCPC 10 is the result of joint work between CVM and CPC, started in 2022, with the objective of establishing accounting treatment, given existing standards, for these assets. The standard also already meets the accounting treatment for assets of Law No. 15.042/24.

The subject was the object of Public Consultation, opened by the Superintendence of Accounting and Audit Standards (SNC) of the Agency in August 2023, which can be consulted at the electronic address https://conteudo.cvm.gov.br/audiencias_publicas/ap_snc/2023/snc0623.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br This is a first move, with a pioneering scope internationally, to direct the accounting treatment of carbon credits (tCO2e), Emission allowances (allowances) and decarbonization credits (CBIO) of entities operating in the Brazilian capital market, aiming to ensure consistency of financial statements and allow their connection with the sustainability financial report approved by CVM Resolution No. 193/23.

It is emphasized that, if the International Accounting Standards Board (IASB) issues any specific document related to the recognition, measurement, and disclosure of the topics addressed above, the guidance may be revised.

3.2.10 Amendments to CPCs 03, 32, and 40 – CVM Resolution No. 197, of
26.12.2023

CVM Resolution No. 197, of 12/29/2023, according to Annex A, made it mandatory for publicly held companies the Document of Review of Technical Pronouncements No. 24, issued by the Accounting Pronouncements Committee – CPC, due to changes in International Tax Reform (Pillar Two Model Rules and Supplier Financing Agreements), resulting in the changes below:
(a) apply the amendments to CPC 32, which deals with Taxes on Profit, to fiscal years beginning on or after January 1, 2023; and (b) apply the amendments to CPC 03 (R2), which deals with Cash Flow Statements, and to CPC 40 (R1), which deals with Financial Instruments, to fiscal years beginning on or after January 1, 2024.

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

3.3 Periodic Forms

3.3.1 Registration Form

The registration form is an electronic document, of periodic and occasional submission, provided for in Article 23 of CVM Resolution No. 80/22, whose content reflects Annex B of this Resolution.
Its objective is to gather in a single document information about the main data and characteristics of the issuer and the securities issued by it that were previously made available to the market in a dispersed manner.

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

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, in principle, nothing prevents the IRD from indicating in the registration form a mailbox to which other people have access. Another existing option, which can be verified with the company’s IT department, is the configuration of automatic forwarding of messages received in the IRD’s email. These options are the exclusive responsibility of the IRD, being certain that they do not remove his responsibility.

From 01/01/2022, the filling and sending of the registration form became mandatory through the “FCA Online” functionality, available in the Empresas.NET System at https://www.rad.cvm.gov.br/ENET/Shared/Login.aspx?ValidSession=0), in the “Document Submission” menu, dispensing with the procedure of filling and generating this form in the Client, which was deactivated, as disclosed by Circular Office No. 5/2021-CVM/SEP, accessible via the link https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0521.html.

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

It is also alerted that, regardless of this update, annually the issuer must confirm, until May 31 of each year, that the information contained in the registration form remains valid.
This confirmation must be made by submitting the first version of the registration form for the current year, until May 31, and its filling must be done completely and appropriately to what CVM Resolution No. 80/22 requires, observing, in particular, Article 15 of the aforementioned Resolution.

From the first day of the year, only the presentation and restatement of the registration form for the current fiscal year are permitted.

When presenting the registration form, the company name must be written identically to that presented in the corporate charter, and only if the size does not allow, due to the number of characters, some abbreviation should be made.

Item 2.1, letter “c” of the registration form also requests the trading code of each species or class of shares admitted to trading.

3.3.2 Reference Form

3.3.2.1 Annual submission of the form

The reference form is an electronic document, of periodic and occasional submission, provided for in Article 25 of CVM Resolution No. 80/22, whose content reflects Annex C of the aforementioned Resolution.
In the case of issuers registered in category B, the fields marked with “X” are optional to fill.

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br The annual presentation of the reference form should occur, preferably, after the holding of the Shareholders’ General Meeting (SGM). With this procedure, it will already be possible to include information in the document, for example, regarding eventual election and remuneration of administrators.

Furthermore, it is necessary to always include the information contained in the financial statements of the previous fiscal year that are discussed and voted on in that conclave.

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

It is worth highlighting that, except for items that have a footnote specifying the cutoff date of the required information, all other items must contain the most up-to-date information available to the company on the date of submission of the form.

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

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

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

Since 01/01/2023, the full use of “FRE Online” has been released, including its submission, based on the 2023 reference form, in the Empresas.NET System (available at the electronic address https://www.rad.cvm.gov.br/ENET/Shared/Login.aspx?ValidSession=0), menu “Document Submission”, which considers, in particular, the new structure as established in CVM Resolution No. 59/21, dispensing with the procedure of filling and generating this form in the Client, as disclosed by Circular Office No. 7/2022-CVM/SEP, which can be accessed at the electronic address https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0722.html.

The guidelines for preparing the reference form can be consulted in Chapter 10 of this Circular Office.

3.3.2.2 Update of the reference form

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

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) 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, as long as such committees or structures participate in the decision-making process of the administration or management bodies of the issuer as consultants or auditors; b) change in share capital; c) issuance of new securities, even if privately subscribed; d) 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; f) when any natural or legal person, or group of persons representing the same interest, directly or indirectly, exceeds, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer, as long as the issuer is aware of such alteration; g) merger, share merger, consolidation, or spin-off involving the issuer; h) change in projections or estimates or disclosure of new projections and estimates; i) celebration, alteration, or termination of a shareholders’ agreement archived 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; k) communication, by the issuer, of the change of the independent auditor in accordance with specific regulation; and l) any of the following events involving administrator or member of the fiscal council:
i. any criminal conviction;
ii. any conviction in administrative proceedings of CVM, the Central Bank of Brazil or
the Private Insurance 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.

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

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 Similarly, issuers registered in category B, in accordance with paragraph 4 of Article 25 of the aforementioned Resolution, must also update, within 7 (seven) business days, counted from their occurrence, the fields of the form whose information is affected by the incidence of the following events:
a) change of administrator; b) issuance of new securities, even if privately subscribed; c) change in controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer; d) merger, share merger, consolidation, or spin-off involving the issuer; e) change in projections or estimates or disclosure of new projections and estimates; f) declaration of bankruptcy, judicial reorganization, judicial or extrajudicial liquidation, or judicial homologation of extrajudicial reorganization; g) communication, by the issuer, of the change of the independent auditor in accordance with specific regulation; and h) any of the following events involving administrator or member of the fiscal council:
i. any criminal conviction;
ii. any conviction in administrative proceedings of CVM, the Central Bank of Brazil or
the Private Insurance 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 deadline, even if in the election the administrators were reappointed, given the change in mandates.

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

Furthermore, in the “Subject of the Last Change/Reason for Restatement” field, the issuer must clearly state all sections and items of the form that have been altered, including a brief description of the reason for each change. Issuers must also inform if the restatement is due to the registration of a public offering of securities.

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

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

For the record, 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, and therefore, updating the reference form would not be necessary in this case.

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

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

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

Furthermore, the Reference 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.

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

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

It is worth alerting that the general guidelines contained in Chapter 10 of this Circular regarding the updatable 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.

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

3.3.2.3 Resubmission of the reference form due to registration of public distribution

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

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

In the resubmission of the reference form, issuers must indicate as “Reference of the FRE” the end date of the same fiscal year to which the Form to be resubmitted refers. In addition, the sections and items altered must also be indicated in the “Reason for Resubmission” field, with 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, and it is not expected that in the resubmission resulting from a public distribution registration request, the information contained therein undergoes substantial alterations, beyond those that necessarily would have to be made to update the document in this situation, including in cases expressly provided for in Annex C of CVM Resolution No. 80/22.

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

In the case of requests for registration of public distribution of shares for issuers already registered with the CVM, 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 Digital Protocol System, and not through the Empresas.NET System (see 2.10).

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

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

3.3.3 Standardized Financial Statements – DFP

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

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

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

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

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

If projections are disclosed, the issuer must confront in the DFP form, in the field “Commentary on the behavior of business projections,” the projections disclosed in the reference form with the results actually obtained in the quarter, indicating the reasons for any differences, as determined in paragraph 4 of Article 21 of CVM Resolution No. 80/22.

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

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

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

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

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

On 14.02.2024, CVM Resolution No. 199/24 was published, approving Technical Pronouncement CPC No. 09 (R1), with the objective of establishing criteria for the preparation and disclosure of the added value statement (DVA), required by Articles 176, 177, and 188 of Law No. 6.404/76, which is related to economic information, in addition to the interface with the communication of environmental, social, and governance elements, and has the purpose of evidencing the wealth created by the entity and its distribution, during a certain period.

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

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

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

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

3.3.4 Quarterly Information – ITR

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

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

Technical Pronouncement CPC No. 09 (R1), approved by CVM Resolution No. 199/24, has the objective of establishing criteria for the preparation and disclosure of the added value statement (DVA), required by Articles 176, 177, and 188 of Law No. 6.404/76.

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

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

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

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

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

Given the competence attributed by Law to the members of the fiscal council to analyze, at least quarterly, the trial balance and other financial statements periodically prepared by the company and, mainly, in order to fulfill their duty of diligence, it is understood that, at a minimum, the councilors must analyze the quarterly information in advance of its disclosure to the market and make the recommendations they deem appropriate.

The 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 intermediate financial information.

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

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

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

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

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

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

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

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

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

This understanding is based on the absence of legal or regulatory provision imposing this obligation on the board of directors and is reinforced by the difference between the requirements concerning the preparation and presentation of annual financial statements and quarterly information, being more rigorous in the first case.

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

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

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

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

Since 01.10.2021, the filling and sending of the ITR form has become mandatory through the “ITR Online” functionality, available in the Empresas.NET System (which can be accessed at the electronic address https://www.rad.cvm.gov.br/ENET/Shared/Login.aspx?ValidSession=0), in the “Document Sending” menu, dispensing with the procedure of filling and generating this form in the Client, which was deactivated, as disclosed by Circular No. 4/2021-CVM/SEP, accessible via the link https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0421.html.

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

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

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

3.3.5 Securitization Company Reports

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

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

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

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

3.3.6 Report on the Brazilian Corporate Governance Code – Open Companies

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

The report on the Brazilian Corporate Governance Code – Open Companies must be delivered within 7 (seven) months counted from the date of the end of the fiscal year, by the issuer that cumulatively meets the following requirements:
I – be registered in category A;
II – have securities admitted to trading on a stock exchange market by a market organizer entity; and III – have shares or depositary receipts of shares in circulation.

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

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

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

Furthermore, attention must be paid to the obligation to present relevant justifications, rather than merely safeguards, in cases of non-adoption or partial adoption of the practices set forth in the Report.

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

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

The submission of this Report is not mandatory for companies registered in Category B.

3.4 Ordinary General Meeting – OGM

According to the statement of Article 132 of Law No. 6.404/76, annually, within the first four months following the end of the fiscal year, an ordinary general meeting (OGM) must be held to approve the administrators' accounts, examine, discuss, and vote on the financial statements, deliberate on the allocation of the net profit of the fiscal year and the distribution of dividends, and elect the administrators and, if applicable, the members of the statutory audit committee.

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

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

The legal text now allows CVM regulation to exempt publicly-held companies from the rule set forth in paragraph 2 of Article 124 of Law No. 6.404/76, and even authorize the holding of digital assemblies.

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, companies have been able to provide their shareholders with an electronic system for (i) the sending of remote voting ballots (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 remote voting ballots.

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

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 technology-neutral regulation, such 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, choosing instead to list the minimum requirements for their operation. It was verified that, since then, these new procedures have already been adopted by various companies.

Among such aspects, the company must ensure that the electronic system referred to in the caput ensures the registration of shareholders' presence and respective votes, as well as ensures the possibility of expression 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 notify, up to 1 (one) month before the date scheduled for the holding of the OGM, through announcements published in the manner provided for in Article 124 (see item 3.4.3), that the documents indicated below are available to shareholders, specifying in the announcements the location or locations where shareholders may obtain copies of these documents:

a) the administration report on social business and the main administrative facts of the concluded fiscal year; b) a copy of the financial statements; c) the independent auditors' report; d) the statutory audit committee's opinion, including dissenting votes, if any; and e) other documents pertinent to matters included in the agenda.

Up to at least 5 (five) days before the date scheduled for the holding of the OGM, the company must publish the documents cited in letters “a”, “b”, and “c” above (paragraph 3 of Article 133). It is 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 in the agenda of the OGM be made available to shareholders at the company's headquarters up to one month before the date scheduled for the holding of the assembly.

An OGM that gathers all shareholders may consider the lack of publication of announcements or the non-observance of the deadlines referred to in Article 133 of Law No. 6.404/76 as cured, but the publication of the documents and their sending via the Empresas.NET System before the holding of the assembly is mandatory (paragraph 4 of Article 133).

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

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

3.4.2 Administration Proposal for OGM

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

Regarding the minimum documents and information that must be made available to shareholders upon the calling of the OGM, publicly-held companies registered in Category A that have securities admitted to trading on a stock exchange managed by a market organizer entity and have shares or depositary receipts of shares in circulation, thus considered as the company's shares (except for those owned by the controlling shareholder, persons affiliated with them, the company's administrators, and those held in treasury) must pay attention to the provisions of the Resolution, especially regarding the provisions of Articles 9 to 25 of this Resolution.

It is worth highlighting that, regardless of the publication provided for in paragraph 3 of Article 133 of Law No. 6.404/76, the caput of this article requires that documents pertinent to matters included in the agenda of the OGM be made available to shareholders at the company's headquarters up to one month before the date scheduled for the holding of the OGM, and within the same deadline, all documents necessary for the exercise of the right to vote at the OGM must be available on the CVM's internet page.

Furthermore, Article 10 of CVM Resolution No. 81/22 provides, for issuers registered in Category A to which the Resolution applies, that within the same deadline, the following documents and information must be available on the CVM's internet page:

a) administration report on social business and the main administrative facts of the concluded fiscal year (included in the financial statements and the DFP form – see items 3.2 and 3.3.3); b) copy of the financial statements (sent via the Empresas.NET System – see item 3.2); c) administrators' comments on the company's financial situation, as per item 2 of the reference form (“directors' comments”) (sent, via the Empresas.NET System, in the “Assembly” category, type “OGM” or “OGM/E”, species “Administration Proposal”, subject “Administrators' comments on the company's financial situation”); d) independent auditors' report (included in the financial statements and the DFP form – see items 3.2 and 3.3.3); e) statutory audit committee's opinion, including dissenting votes, if any (included in the financial statements and the DFP form – see items 3.2 and 3.3.3, as well as sent via the Empresas.NET System by virtue of item VI of Article 33 of CVM Resolution No. 80/22, in the “Management Meeting” category, type “Statutory Audit Committee”, species “Minutes”, subject “Opinion on the financial statements”); f) DFP form (sent via the Empresas.NET System – see Chapter 9);

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

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

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

in item 2, the company must inform the total amount and the per-share value of dividends and/or interest on equity capital, including values already advanced, i.e., if the company has approved the distribution of dividends 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 dividends and/or interest on equity capital that will be submitted to the assembly's approval, deducting any values already approved in advance, whether such values are paid or not.

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

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

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

Companies that fall into this situation must inform in the administration's proposal that Annex A of the Resolution is not being presented due to the calculation of a loss for the fiscal year.

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

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

Item V of Article 133 of Law No. 6.404/76 establishes that the company must make available to shareholders, at the company's headquarters, up to one month before the date scheduled for the holding of the OGM, in addition to the documents indicated in the Law, other documents pertinent to matters included in the agenda.

The sole paragraph of Article 7 of CVM Resolution No. 81/22, in turn, determines that the documents and information required by this Resolution must be made available to shareholders by the date of publication of the first calling announcement, unless Law No. 6.404/76, the Resolution, or another CVM norm establishes a longer deadline.

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

If the bylaws or any nomination or indication policy establish minimum requirements for the indication of members of the board of directors or the statutory audit committee, the administration's proposal must indicate the adherence of the candidates' profiles to these requirements, thus allowing for an informed decision by shareholders.

It is also recommended that the minutes of the board of directors meeting or the nomination, indication, or equivalent committee, if any, in which the adherence of the candidates to these requirements was analyzed be disclosed.

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

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

For Article 10, item III, and Article 13, item II, of CVM Resolution No. 81/22, companies registered in Category A, to which the cited Resolution applies, must present the information required for sections 2 and 8 of the reference form, as per 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 shareholders' meeting.

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 calling notice, that the agenda will deliberate on the number of members to compose the company's board of directors.

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

8 Article 141. (...) paragraph 7. Whenever, cumulatively, the election of the board of directors takes place under the multiple voting system and 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

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

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

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

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 statutory audit committee proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by the administration or by controlling shareholders by virtue of Article 11 of CVM Resolution No. 81/22.

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

The suggested form of disclosure is via 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 members of the board of directors/statutory audit committee presented by minority shareholders.

It is recalled that, regarding the indication of candidates for members of the board of directors/statutory audit committee, companies that adopt remote voting either mandatorily or optionally must pay attention to the provisions regarding this matter brought by CVM Resolution No. 81/22 (see item 7.2).

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 assembly.

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

In order to allow a better understanding by investors of the remuneration proposal (item I of Article 13 of CVM Resolution No. 81/22) and support the decision to be made by them, it is guided that issuers include, in the remuneration proposal, information regarding:

of 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.”

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) 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 stated in item 8 of the company's reference form, clarifying, for example, if they result from the non-correspondence between the period covered by the proposals (letter “a”) and the period covered by the reference form (fiscal year).

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

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

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

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

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

Under paragraph 4 of Article 133 of Law No. 6.404/76, the attendance of all shareholders at the OGM only allows the submission of the administration's proposal outside the deadline set forth in the caput of the article, if this document is published before the holding of the assembly.

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

It is emphasized that, for the holding of an assembly at second calling, the publication of a new administration's proposal is required.

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

According to the provisions of paragraph 4 of article 22 of Resolution CVM No. 80/22, Administration Proposals for general meetings will be mandatory only for companies registered in category A, authorized by a market administrator entity for the trading of shares on an exchange, and which have shares in circulation.

3.4.3 Notice of Convocation of EGM

In accordance with item II of paragraph 1 of article 124 of Law No. 6.404/76, the convocation of a general meeting of an open company shall be made by means of an announcement published at least three times, containing, in addition to the location, date, and time of the meeting, the agenda, with the advance notice period for the first convocation for open companies being 21 (twenty-one) days and for the second convocation being 8 (eight) days, except in the case of compliance with the provisions of paragraph 4 of article 124 of Law No. 6.404/76.

However, SEP recommends that the notice of convocation of an EGM or EGM/E be published and disclosed in the Empresas.NET system at least 1 (one) month in advance of the holding of the meeting, simultaneously with the administration's proposal.

It is emphasized that for the holding of a meeting in second convocation, the publication of a new notice is required. It is considered irregular to include the second convocation of the EGM already in the notice of the first convocation.

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

The notices of convocation of EGM and EGM/E of issuers registered in both category A and category B must explicitly enumerate, in the agenda, all matters to be deliberated, with the use of the item "general matters" for matters that require assembly deliberation being prohibited.

In addition, the notices of convocation must obligatorily contain:
a) in meetings intended for the election of members of the board of directors, the minimum percentage of participation in the voting capital necessary to request the adoption of multiple voting; b) when the fiscal council is not in operation or when its period of operation ends on the date of the meeting, the minimum percentages of participation in the voting and non-voting social capital necessary for the request for the installation of the body; c) if, for reasons of force majeure, the meeting is not held in the building where the company has its headquarters, the location where the meeting will be held, which must be in the same municipality as the headquarters;

d) if there are any, the auxiliary physical locations made available for shareholder participation, in accordance with paragraph 5 of article 5 of Resolution CVM 81/22; e) if remote participation through an electronic system is admitted, in accordance with article 28, paragraph 2, item II of Resolution CVM No. 81/22, information detailing the rules and procedures on how shareholders can participate and vote remotely in the meeting, including necessary and sufficient information for access and use of the system by shareholders, and whether the meeting will be held partially or exclusively digitally; and f) in cases where admitted, in accordance with article 30-A of the aforementioned Resolution, explicit indication of the company's intention not to make the remote voting ballot available, unless requested by shareholders holding 0.5% (half a percent) of the social capital.

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 Resolution CVM No. 70/22, the company must disclose, through the Empresas.NET system, in the "Shareholder Notice" category, type "Adoption of the multiple voting process", that the election of the board of directors may take place by this process, as this is important information to instruct the decision to be taken by shareholders in the meeting.

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

According to the understanding set forth by the CVM Collegiate in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and RJ2013/4607) 9, the definition of the number of members of the board of directors, when the bylaws provide for a minimum and maximum number, must be the subject of deliberation at the general meeting of shareholders.

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

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

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

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

The notice of convocation of the ordinary general meeting must be sent to the CVM, through the Empresas.NET system, category "Assembly", types "EGM" or "EGM/E", species "Notice of Convocation", within 21 (twenty-one) days before the date scheduled for the holding of the ordinary general meeting or on the same day of its first publication, whichever occurs first, in accordance with item VI of article 22 of Resolution CVM 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 the regulation of the CVM.

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

Companies may also hold meetings partially or exclusively digitally as long as they fully comply with the requirements established in the aforementioned Resolution.

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

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

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

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

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

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

The convocation announcement must list the documents required for shareholders to be admitted to the meeting, and the company may request the prior deposit of the documents mentioned in the aforementioned announcement. The company may require the shareholder who intends to participate through the electronic system, in accordance with article 28, item II, of Resolution CVM No. 81/22, the deposit of the documents referred to in paragraph 1 within 2 (two) days before the date of holding the meeting, as provided in paragraph 3 of article 6 of the Resolution.

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

3.4.4 Summary and minutes of the EGM

According to the provisions of items VIII and IX of article 22 of Resolution CVM No. 80/22, summaries of decisions of the ordinary general meeting must be sent, through the Empresas.NET system, on the same day of its holding, by the category "Assembly", types "EGM" or "EGM/E", species "Summary of Decisions", as well as the minutes of the EGM, within 7 (seven) business days of its holding, with indication of the dates and newspapers of their publication by the category "Assembly", types "EGM" or "EGM/E", species "Minutes".

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

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

It is highlighted that Resolution CVM No. 80/22 dispenses with the delivery of the summary of decisions to the issuer that delivers the minutes of the general meeting on the same day of its holding, as provided for in paragraph 2 of article 33 and paragraph 1 of article 34. For the use of this facility, however, it is necessary that the issuer send the complete minutes of the general meeting on the same day of the holding of the conclave.

In accordance with item IX of article 22 of Resolution CVM No. 80/22, the minutes of the EGM must be accompanied, in the same file, of any declarations of vote, dissent, or protest. In addition, the minutes must contain all documents referenced and related to the deliberations of the meeting, such as contracts.

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

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

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

3.4.5 Remuneration of administrators/fiscal counselors

In accordance with article 152 of Law No. 6.404/76, "the general meeting shall fix the global or individual amount of remuneration of administrators, including benefits of any nature and representation expenses". This amount must encompass any and all forms of remuneration including, but not limited to, salary, labor remuneration, variable remuneration, grant of shares or options, direct and indirect benefits, in accordance with CPC 33 (R1) – Employee Benefits.

It is highlighted that the CVM Collegiate manifested an understanding in a meeting held on 08.12.2020 (CVM Process No. 19957.007457/2018-10 11) that employer social charges are not covered by the concept of "benefits of any nature" referred to in article 152 of Law No. 6.404/76, not integrating the amounts of global or individual remuneration subject to approval by the general meeting.

According to the understanding set forth by the CVM Collegiate in a meeting held on 10.03.2015 (CVM Process No. RJ2014/6629 12), the values paid to administrators based on the stock option purchase plan, or other types of stock-based remuneration plans, as they integrate their remuneration, must be approved in the manner of 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 Resolution CVM No. 81/22 must be observed.

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

The objective of the rule is to require the prior presentation to shareholders (to subsidize the deliberations of the meeting) of the information that will subsequently compose the company's reference form.

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

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

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

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

With regard to the remuneration of the fiscal counselor, paragraph 3 of article 162 of Law No. 6.404/76 establishes that it may not be less, for each member in office, than ten percent of that, on average, attributed to each director, not computing the participation in profits.

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

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

If the counselor considers that this data is not sufficient to attest compliance with the provisions of paragraph 3 of article 162 of Law No. 6.404/76, he may, at his sole discretion, request additional information from the administrators, based on the provisions of paragraph 2 of article 163 of the aforementioned Law.

The CVM Collegiate, by majority, in a meeting held on 27.08.2019, regarding CVM Process No. 19957.007396/2017-00 13, manifested its understanding that "it is not up to the regulator to require that the general meeting of open companies also approve the amount of remuneration of administrators who occupy a position 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 meeting of each company to approve the remuneration of its own administrators for the position held therein, observing the general criteria provided therein ― which serve as benchmarks for the assembly decision ―, without prejudice, however, to the adoption of governance mechanisms that allow shareholders of the company to define the voting instruction in the meetings of the controlled company.

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

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

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

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

Thus, it is incumbent upon 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 the Empresas.NET System, through the category “Economic-Financial Data”, type “Fiduciary Agent Report”, within 4 (four) months of the closing of the fiscal year or on the same day of its disclosure by the fiduciary agent, whichever occurs first.

Furthermore, without prejudice to the provisions of Article 3 of CVM Resolution No. 44/21, communications from the fiduciary 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 receipt of the notification sent by the fiduciary agent, through the Empresas.NET System, category “Economic-Financial Data”, type “Notification of the fiduciary agent to debenture holders”, as provided for in Articles 33, item XIX, and Article 34, item IX, both of CVM Resolution No. 80/22.

4 Main Eventual Information
4.1 Act and relevant fact
In accordance with Article 157, paragraph 4, of Law No. 6,404/76, the administrators of the open company are obliged to immediately communicate to the stock exchange and disclose through the press any deliberation of the general assembly or the company’s administrative bodies, or any 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 acts or relevant 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 advisory functions, created by statutory provision, and also in the acquisition of a significant lot of shares issued by an open company, and the trading of shares of an open company pending the disclosure of a relevant fact to the market.

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

According to Article 3 of CVM Resolution No. 44/21, it is incumbent upon the DRI (Director of Investor Relations) 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 act or relevant 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.

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

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

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

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

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

The sending of the file with the text of the act or relevant fact must be done through the Empresas.NET System, category “Relevant 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 qualifies as a relevant fact must, under no circumstances, be made in the category “Market Communication”, type “Other Communications Not Considered Relevant Facts” (see item 4.1.1).

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

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

However, ensuring equitable treatment of all market participants, and in order to prevent, including the possibility of using insider information, it requires that the relevant fact in question be disclosed, prior to or simultaneously with the meeting, to the entire market, as determined in the caput and paragraph 3 of Article 3 of CVM Resolution No. 44/21.

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

Exceptionally, according to paragraph 5 of Article 157 of Law No. 6,404/76 and the caput of Article 6 of CVM Resolution No. 44/21, acts or relevant facts may fail to be disclosed if controlling shareholders or administrators consider that their disclosure would put at risk the legitimate interest of the company.

In the case where controlling shareholders or administrators consider that the revelation of the act or relevant fact may put at risk the legitimate interest of the company, 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 “request for confidentiality”; or (ii) a sealed envelope, in which the word “confidential” must appear in bold, in accordance with Article 7, paragraph 1, of CVM Resolution No. 44/21.

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

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

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

It is worth noting that the CVM has been understanding that, in the event of a leak of information or if the company’s securities fluctuate atypically, the relevant 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 atypical fluctuation in the quotation, price or quantity traded of the securities issued by the open company or those referenced by them, the DRI must inquire of persons with access to acts or relevant facts, with the aim of verifying whether they have knowledge of information that should be disclosed to the market. The vote of Rapporteur Director Marcelo Trindade to CVM Administrative Sanctioning Process No. 04/04 16 also goes in this direction:

The relevant 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 relevant 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 it 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 an act or relevant fact are identified, without prejudice to the investigation of possible use of insider information, the DRI, as well as controlling shareholders, other directors, members of the board of directors, the fiscal council and any bodies with technical or advisory functions, created by statutory provision, are subject to the determination of responsibility for the eventual infringement of the aforementioned Articles 3, 4 and 6 of CVM Resolution No. 44/21 and Articles 155, paragraph 1, and 157, paragraph 4 of Law No. 6,404/76, as the case may be.

Once the broadcasting of news in the press involving information not yet disclosed by the issuer, through the Empresas.NET System, or the broadcasting of news that adds a new fact to already disclosed information is confirmed, it is incumbent upon the company’s administration and, in particular, its DRI to analyze the potential impact of the news on trading and, if necessary, to manifest themselves immediately regarding the aforementioned news, through the Empresas.NET System, and not only after receiving a query from the CVM or B3.

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.

The decision regarding the disclosure of acts or relevant 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 incumbent upon administrators and controlling shareholders, as well as the other persons indicated in paragraph 1 of Article 3 of CVM Resolution No. 44/21, to evaluate the need to disclose sentences issued in the context of proceedings, including arbitration, of which they have knowledge, when these can be characterized as relevant information, capable of affecting investors’ decisions to buy, sell or hold the securities issued by the company.

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

The information, object of disclosure, must be expressed in clear and objective language, must be true, complete, consistent and must not induce the investor to error, as required in Article 3, paragraph 5, of CVM Resolution No. 44/21, and in Articles 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 issued therein, which must reflect the exact wording of such decisions.

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

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

Supported by Article 3, paragraph 6, and Article 4 of CVM Resolution No. 44/21, the CVM may determine the disclosure, correction, amendment or republication of information about the act or relevant fact, as well as request additional clarifications about 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 act or relevant fact that led to the said request. In this sense, if the CVM sets a deadline for additional clarifications to be provided, and the Director of Investor Relations comes to observe this deadline, the director may still be held liable if it is found that he should have promoted the disclosure of a relevant fact before any request by the CVM.

We take this opportunity to recall the full text of CVM Market Communication No. 02/16, published on 02.06.2016 (when CVM Instructions No. 358/02 and No. 480/09 were in force, now replaced by CVM Resolutions No. 44/21 and 80/22, respectively), which can be accessed at the link https://www.gov.br/cvm/ptbr/assuntos/noticias/comunicado-ao-mercado-n-02-2016-bae3c5764cf14c3a906c57cf2be7219d:

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

Article 157, § 4, of Law 6,404/76, as well as Article 2 of CVM Instruction 358, determine the disclosure to the market of any act or relevant fact that may influence “in a considerable manner”: (i) the quotation of the securities issued by open companies or those referenced by them; or (ii) the decision to buy, sell or hold such titles, or even to exercise any rights inherent to them.

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

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

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

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

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

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

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In line with such obligations, the CVM emphasizes the need for individuals who, due to their position or role, even if not directly linked to the company, have access to information that may significantly 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 Investor Relations Department (DRI) before making them public. In this way, the DRI can act promptly to provide the market with true, complete, consistent information that does not mislead investors, as provided for in Article 14 of CVM Instruction No. 480.

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

[...]

Finally, the CVM highlights 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, a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6.385/76, is the transgression of the provisions contained in said 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 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 significantly influence:
a) the quotation of the securities issued by the publicly held company or referenced therein; b) the investors' decision to buy, sell, or hold such securities; or c) the investors' decision to exercise any rights inherent to the status of holder of securities issued by the company or referenced therein.

Unlike 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 through the press (publication in a widely circulated newspaper habitually used by the company) or through 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 stock exchange is done through the filing of the information in the Empresas.NET System, in the "Material Fact" category.

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The "Market Communication" represents a category that was created in the Empresas.NET System for the disclosure of communications provided for in CVM Resolution No. 44/21 (such as the communication of acquisition or alienation of relevant participations provided for in Article 12, whose publication is only required in the cases provided for in paragraph 5 of said article) or of other information not characterized as a material act or fact, which the company considers useful to be disclosed to shareholders or to the market (such as material disclosed in meetings with analysts, etc.). Clarifications provided by companies regarding inquiries made by the CVM or by 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 Empresas.NET System.

The distinction between the material act or fact and the "Market Communication" lies, therefore, in the content of the disclosed information. If the company believes that the information has the potential to affect quotations or investment decisions, it must be treated internally and disclosed in the manner required for material information, which includes publication in widely circulated newspapers habitually used by the company or disclosure on an internet news portal (which makes available, in a section freely accessible, the information in its entirety), as provided for in CVM Resolution No. 44/21.

It is worth clarifying that there is no requirement that the disclosure of material 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 disclosed information.

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

For example, disclosures regarding operational metrics can be cited through market communication. In principle, there is no impediment to making such disclosures via Communication, provided that this information does not constitute a material fact under CVM Resolution No. 44/21. For this, the data or metrics disclosed must not allow a direct inference about the Company's financial result, nor must they represent a multiple commonly used for calculating 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 material nature according to item 3.2.2 of this Circular.

If the company adopts the practice of disclosing operational data and metrics, it is recommended that this practice be provided for in its disclosure policy, containing the following requirements: (i) establish which data or metrics will be disclosed, containing a precise definition of the indicator, if necessary; (ii) define the frequency of disclosure (monthly, quarterly, etc.); (iii) fix the date, or period, for 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, for the inclusion or exclusion of 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 administration must evaluate, for each disclosure, the

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possible need to make the disclosure through a material fact, especially if the data contained therein present a large variation compared to previous periods or market expectations. In addition, if the disclosure of these operational data and metrics results from a regulatory requirement of the regulatory body or the Granting Authority, or from a contractual clause, such as in concession contracts, it is recommended to include in the market communication a 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 corporate participation in another company)
The Brazilian capital market regulation elects as one of its fundamental principles full and fair disclosure, through its insertion in the law that governs the securities market (Law No. 6.385/76) and in that which provides for companies (Law No. 6.404/76). The principle in question results in the duty of publicly held companies to disclose, in a comprehensive and equitable manner, a wide range of complete and accurate information about their corporate activities.

The principles and rules, explicit or implicit, in the norms 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 making an investment decision.

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

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

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

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

4.2 Extraordinary General Assembly (EGA), Special Assembly (AGESP), and Debentureholder Assembly (AGDEB)
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 for 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 had already been possible for companies to make available to their shareholders an electronic system for (i) the sending of the remote voting ballot (Article 28, I); or (ii) remote participation during the assembly (Article 28, II).

Despite the regulatory provision, it was verified that 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 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 full 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 debentureholder assemblies.

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

Despite the increase in the call deadline to 21 (twenty-one) days established from the change brought by Law No. 14.194/21, it continues to be recommended that companies adopt, whenever possible, the minimum deadline of 1 (one) month for the call of the EGA, AGESP, and AGDEB, as an example of what Article 10 of CVM Resolution No. 81/22 already requires for the administration's proposal for the Ordinary General Assembly (AGO), so that shareholders, debentureholders, 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 ADS 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.

For the holding of an assembly in a second call, the publication of a new notice is necessary.

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

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

Just as in the case of OGAs, the call notices for extraordinary general assemblies (EGA), special assemblies (AGESP), and debentureholder assemblies (AGDEB) of issuers registered in both category A and category B must explicitly enumerate, in the agenda, all matters to be deliberated, and the use of the "general matters" rubric for matters that require assembly deliberation is prohibited.

In addition, the call notices must necessarily contain:
a) in assemblies intended for the election of members of the board of directors, the minimum percentage of participation in the voting capital necessary to request the adoption of multiple voting; b) if, for reasons of force majeure, the assembly is not held in the building where the company has its headquarters, the location where the assembly will be held, which must be in the same Municipality as the headquarters;

c) if remote participation through an electronic system is admitted, in accordance with Article 28, paragraph 2, item II, of CVM Resolution No. 81/22, information detailing the rules and procedures on how shareholders can participate and vote remotely in the assembly, including necessary and sufficient information for access and use of the system by shareholders, and whether the assembly will be held partially or exclusively in digital mode.

Upon receipt of a request for the adoption of the multiple voting process and verified that it meets the provisions of Article 141 of Law No. 6.404/76 and CVM Resolution No. 70/22, the company must disclose, through the Empresas.NET System, in the "Notice to Shareholders" category, 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 assembly.

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 stated by the CVM Collegiate in a meeting held on 11/04/2014 (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 assembly of shareholders.

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 call notice, that in its agenda the number of members to compose the board of directors of the company will be deliberated.

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

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

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

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In accordance with item I of Articles 33 and 34 of CVM Resolution No. 80/22, issuers must forward, through the Empresas.NET System, category "Assembly", type "EGA", "AGESP", "AGDEB", species "Call Notice", the call notices for extraordinary, special, debentureholder, and holders of agricultural or real estate receivables certificates assemblies, whose publications follow the mold of Article 124, paragraph 1, item II, of Law No. 6.404/76. It is recalled that Law No. 12.431/11 altered provisions of Law No. 6.404/74, which began to provide in the sole paragraph of Article 121 that, in publicly held companies, the shareholder may participate and vote remotely in a general assembly, in accordance with CVM regulation.

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

Companies may also hold assemblies in a partial or exclusively digital manner, provided that they fully comply with the requirements established in said 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 to exercise the right to vote; and
II. in a partially digital manner, if shareholders can participate and vote both in person and remotely, without prejudice to the use of the remote voting ballot as a means to exercise the right to vote.

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

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

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

Without prejudice to the provisions of paragraph 1 of Article 141 of Law No. 6.404/76, it is recommended that companies, in the 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.

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4.2.2 Management Proposal for EGM, SES, and BDM

4.2.2.1 Management Proposal – Category A – companies authorized by a market regulator for the trading of shares on a stock exchange and with shares in circulation

As provided for 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 relevant to the matter to be debated at the EGM, SES, or BDM must be made available to shareholders or debenture holders at the company’s headquarters, upon publication of the first convening announcement of the general assembly. Furthermore, issuers of securities registered in Category A that are authorized by a market regulator for the trading of shares on a stock exchange and have shares in circulation must send all documents necessary for the exercise of voting rights at extraordinary, special, and debenture holders’ assemblies 19 via the Empresas.NET System, as determined by item II of Article 33 of CVM Resolution No. 80/22.

In the case of issuers registered in Category A, to which CVM Resolution No. 81/22 applies, it is important to alert that the Resolution now provides for the minimum documents and information that must be made available to shareholders whenever the general assembly is convened to deliberate on certain matters set forth in the Resolution. Such documents and information must be sent to the CVM via the Empresas.NET System (see Chapter 9) by the date of publication of the first convening announcement, unless Law No. 6,404/76, CVM Resolution No. 81/22, or another norm issued by the CVM establishes a longer deadline.

Thus, when convening a shareholders’ general assembly, issuers registered in Category A to which CVM Resolution No. 81/22 applies must pay attention to the provisions of said Resolution, especially regarding Articles 9 to 25.

The submission of the documents and information required in Articles 9 and 11 to 25 for issuers registered in Category A to which CVM Resolution No. 81/22 applies must be done via the Empresas.NET System, as specified below, upon publication of the first convening announcement of the general assembly:

a) information provided for in Article 9, to be included in the management proposal and sent via the “Assembly” category, type “AGO/E”, “AGE” or “AGESP”, species “Management Proposal”, subject “Matter of special interest of a related party”; b) information indicated in Article 11, to be sent via the “Assembly” category, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Election of members of the Boards of Directors and Fiscal Council”;

19 As provided for in paragraph 2 of Article 71 of Law No. 6,404/76, combined with paragraph 3 of Article 135 of Law No. 6,404/76 and item II of Article 30 of CVM Resolution No. 80/22, the documents relevant to the matters to be debated at the debenture holders’ general assembly must be made available, at the company’s headquarters, upon publication of the first convening announcement of the general assembly. These documents and the information necessary for the exercise of voting rights must be made available to the public via “IPE Online” in the Empresas.NET System, category “Assembly”, type “AGDEB”, species “Management Proposal”.

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

c) information provided for in Article 12, to be included in the management proposal and sent via the “Assembly” category, type “AGO/E”, “AGE” or “AGESP”, species “Management Proposal”, subject “Statutory Reform”; d) Information indicated in Article 13, to be sent via the “Assembly” category, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Remuneration of Administrators and Councilors”; e) information indicated in Article 14, to be sent via the “Assembly” category, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Share-based Remuneration Plan”; f) information indicated in Article 15, to be sent via the “Assembly” category, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Capital Increase”, with the exception of the following:
(i) opinion of the fiscal council on capital increase (item 4 of Annex C, to be sent via the “Board Meeting” category, type “Fiscal Council”, species “Minutes”, subject “Opinion on capital increase”; (ii) reports and studies that supported the determination of the issue price in capital increase (item 5, letter “k”, of Annex C), to be sent via the “Economic-Financial Data” category, type “Appraisal Report”, subject “Report used in capital increase”; (iii) appraisal report of assets (item 5, letter “s”, subitem “iii”, of Annex C, to be sent via the “Economic-Financial Data” category, type “Appraisal Report”, subject “Asset appraisal report”. g) information indicated in Article 16, to be sent via the “Assembly” category, type “AGO/E” or “AGE”, species “Management Proposal”, subject “Issuance of Debentures” or “Issuance of Subscription Warrants”; h) information indicated in Article 17, to be sent via the “Assembly” category, 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), to be sent via the “Board Meeting” category, type “Fiscal Council”, species “Minutes”, subject “Opinion on capital reduction”; i) information indicated in Article 18, to be sent via the “Assembly” category, type “AGO/E”, “AGE”, “AGESP”, species “Management Proposal”, subject “Creation of Preferred Shares or Alteration to their Preferences, Advantages or Redemption or Amortization Conditions”; j) information indicated in Article 19, to be sent via the “Assembly” category, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Reduction of Mandatory Dividend”;

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

k) information indicated in Article 20, to be sent via the “Assembly” category, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Acquisition of Control of Another Company”, with the exception of the studies and reports that supported the negotiation of the control acquisition price (item 13 of Annex G, to be sent via the “Economic-Financial Data” category, type “Appraisal Report”, subject “Report used in control acquisition”; l) information indicated in Article 21, to be sent via the “Assembly” category, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Right of Withdrawal”, noting that the reports that serve as the basis for the calculation provided for in item 9, letter “a”, of Annex H must be sent via the “Economic-Financial Data” category, type “Appraisal Report”, subject “Report based on net asset value at market prices or other criterion accepted by the CVM”; m) information indicated in Article 22, to be sent via the “Assembly” category, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Merger, Spin-off, Incorporation or Share Incorporation”; n) information indicated in Article 23, to be sent via the “Assembly” category, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Acquisition of Shares Issued by the Company Itself” or “Alienation of Shares Issued by the Company Itself”, as applicable; o) information indicated in Article 24, to be sent via the “Assembly” category, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Acquisition of Debentures Issued by the Company Itself”; and p) information indicated in Article 25, to be sent via the “Assembly” category, type “AGO/E”, “AGE”, species “Management Proposal”, subject “Choice of Evaluators”.

Even in cases where the assembly deals with more than one of the subjects related in CVM Resolution No. 81/22, a single “Management Proposal” document containing the respective annexes must be submitted via 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 EGM or SES 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 at the assembly. This is because, as provided for in CVM Resolution No. 80/22, the information and documents provided to shareholders must be true, complete, and consistent, drafted in clear, objective, and concise language, and must not induce investors to error. In accordance with item II of Article 33 of CVM Resolution No. 80/22, the obligation to present a proposal with the information and documents necessary for debenture holders to understand the matter to be deliberated at the assembly also applies to the AGDEB.

Furthermore, in any case, the management proposal must not be limited to listing the items to be submitted to assembly deliberation, as such a procedure would make it a mere repetition of information already contained in the convening notice.

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 facilitate reading by users, it is recommended that the document with the management proposal contain an index.

In line with Article 7, item II, of CVM Resolution No. 81/22, and without prejudice to the provisions of Chapter III, Section III of said Resolution (see item 7.2), companies must disclose information about candidates for the board of directors and fiscal council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure given to candidates proposed by the management or controlling shareholders by virtue of Article 11 of CVM Resolution No. 81/22.

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

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

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 by a certain deadline prior to the date scheduled for the assembly.

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. Requirements to present information about candidates prior to the assembly, even if provided for in the bylaws, cannot be used as an imposition to obstruct the right of shareholders provided for in Law No. 6,404/76 to indicate and elect members to the board of directors and the fiscal council at the moment of the assembly.

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

Whenever the agenda of the assembly includes an item regarding the provision of an 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 consulting CVM Advisory Opinion No. 38, of 25.09.2018, Circular Letter No. 9/2018/CVM/SEP, and item 7.13 of this Circular Letter.

It is emphasized that, to hold an assembly at a second calling, it is necessary to publish a new management proposal.

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

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

As provided for in paragraph 3 of Article 135 of Law No. 6,404/76, the documents relevant to the matter to be debated at the EGM, SES, or AGDEB 20 must be made available to shareholders, at the company’s headquarters, upon publication of the first convening announcement of the general assembly.

In accordance with item II of Article 34 of CVM Resolution No. 80/22, the issuer with Category B registration must send to the CVM all documents necessary for the exercise of voting rights at general assemblies of debenture holders (“AGDEB”), in accordance with the terms and deadlines established by law.

The submission of the documents and information necessary for the exercise of voting rights in the AGDEB must be done via the Empresas.NET System, category “Assembly”, type “AGDEB”, species “Management Proposal”, selecting the relevant subjects according to the guidelines provided in this letter (see item 4.2.2).

Issuers registered in Category B and issuers registered in Category A for which CVM Resolution No. 81/22 does not apply may voluntarily submit the documents necessary for the exercise of voting rights at EGMs and SESs.

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 the EGM, SES, and AGDEB

Issuers registered in Categories A and B must obligatorily submit, in accordance with items III and IV of Articles 33 and 34 of CVM Resolution No. 80/22, the summaries of decisions, on the same day of the assembly’s holding, via the Empresas.NET System, category “Assembly”, types “AGE”, “AGESP” or “AGDEB”, species “Summary of Decisions”, as well as the minutes of the assemblies, within 7 (seven) business days of its holding, via 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 at the assembly (provided for in items III of Articles 33 and 34 of CVM Resolution No. 80/22) does not coincide with the minutes of the EGM or AGDEB (provided for in item IV of Articles 33 and 34 of the Resolution), which, in accordance with paragraph 1 of Article 130 of Law No. 6,404/76, may be drafted in the form of a summary of events.

Therefore, the summary provided for in item III of Articles 33 and 34 of CVM Resolution No. 80/22 deals only with the result of the assembly’s deliberations.

20 As provided for in paragraph 2 of Article 71 of Law No. 6,404/76, combined with paragraph 3 of Article 135 of Law No. 6,404/76 and item II of Article 34 of CVM Resolution No. 80/22, the documents relevant to the matters to be debated at the general assembly of debenture holders must be made available, at the company’s headquarters, upon publication of the first convening announcement of the general assembly. The submission of the documents and information necessary for the exercise of voting rights must be done via “IPE Online” in the Empresas.NET System, category “Assembly”, type “AGDEB”, species “Management Proposal”.

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 highlighted that CVM Resolution No. 80/22 dispenses with the delivery of the summary of decisions to the issuer that submits 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. To use this option, however, it is necessary for the issuer to submit the complete minutes of the general assembly on the same day of the holding of the meeting.

In this sense, it is highlighted that, in accordance with item IV of Article 33 (companies registered in Category A) and item IV of Article 34 (companies registered in Category B) of CVM Resolution No. 80/22, the minutes of the EGM, SES, or 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 deliberations, such as contracts.

Whenever possible, EGM, SES, and AGDEB minutes archived at 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 fiscal council.

Regarding the permission contained in Article 130, paragraph 2, of Law No. 6,404/76, it is understood that it falls under an administrative act related to the initial work in an assembly and not a deliberation on the conduct of the company’s business, and therefore, it is not necessary to include a deliberation on the subject in the remote voting bulletin. Thus, it is understood that, in the same manner as provided for in Article 128 of Law No. 6,404/76, shareholders present can deliberate on the permission contained in Article 130, paragraph 2, of Law No. 6,404/76.

4.3 Projections

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

If the company decides to disclose projections, these must be based on rational expectations, based on neutral judgments, useful for the investor. In this sense, projections must have well-defined values (or intervals of values) and deadlines. By way of example, but not exhaustively, some expectations that, if disclosed, generally constitute projections are: revenues, profits, EBITDA, production or sales volumes, debt ratios, etc. The quantification, in terms of values and deadlines, makes such information effective estimates or projections, rather than mere expectations or trends.

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 absence of any element in statements or disclosures (such as, for example, relevant premises, parameters, methodologies adopted, and deadlines) by the company and its administrators does not remove the essence of the projection, only 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 in 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 their planning.

The use of words or expressions different from “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 expectation regarding the information disclosed to the market.

At this point, it is important to differentiate the concepts of projection, the disclosure of which is optional, and is informed in section 3 of the reference form, from the concept of trend. The trend does not coincide 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 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 a time interval 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.

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 “Reports of market analysts”.

SECURITY 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

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

It is emphasized that if the projections disseminated are discontinued, this fact must be reported in the appropriate field of the Reference Form, accompanied by the reasons that led to their loss of validity, as well as disclosed as a relevant fact.

4.4 Shareholder Agreements
Without prejudice to the disclosure of a relevant fact regarding the execution of shareholder agreements, in accordance with Article 2 of CVM Resolution No. 44/21, issuers registered in Category A must forward to the CVM, through the Empresas.NET System:
a) Shareholder agreements, their amendments, and other corporate pacts filed with the issuer, within 7 (seven) business days counted from their filing, in the category “Shareholder Agreement”; b) Information about shareholder agreements of which the controlling party or controlled and affiliated companies of the controlling party 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 provisions relating to the issuer, within 7 (seven) business days counted from the issuer's knowledge of their existence, in the category “Information on shareholder agreements provided for in Article 33, item XVIII, of CVM Resolution No. 80/22”.

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

Shareholder agreements that lose validity must be cancelled through the “Cancellation of documents” functionality of the Empresas.NET System, informing in the “Reason for cancellation” field that the aforementioned shareholder agreement has lost its validity. The document, even if cancelled, will remain available for consultation on the CVM and B3 websites, in the case of issuers listed there, in the condition of cancelled document and will state the reason for its cancellation.

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

Law No. 6.404/76, when providing for Groups of Companies in Articles 265 to 277 (Chapter XXI), stipulates, in the sole paragraph of Article 267, that only groups organized in accordance with the cited chapter may use the designation with the words “group” or “group of companies”.

4.6 Bankruptcy Petitions and Sentences
Without prejudice to the disclosure of a relevant fact regarding the petition or confession of bankruptcy, in accordance with Article 2 of CVM Resolution No. 44/21, issuers must present to the CVM, through the Empresas.NET System, the following documents provided for in Article 33, items XXV and XXVI, and in Article 34, items XVI and XVII, of CVM Resolution No. 80/22, on the same day of their knowledge by the issuer:
a) bankruptcy petition, provided it is based on a relevant value, 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.

It is alerted that the declaration of bankruptcy is one of the hypotheses for updating the Reference Form, in accordance with paragraphs 3 and 4 of Article 25 of CVM Resolution No. 80/22 (see item 3.3.2.2), as well as entails the presentation of a new version of the registration form, in accordance with Article 24 of CVM Resolution No. 80/22.

4.7 Petitions and Sentences Involving Judicial and Extrajudicial Recovery
Without prejudice to the disclosure of a relevant fact regarding the petition or declaration of judicial or extrajudicial recovery, in accordance with Article 2 of CVM Resolution No. 44/21, issuers must present to the CVM via the Empresas.NET System, the following documents provided for in Article 33, items XX to XXIV, and in Article 34, items XI to XV, of CVM Resolution No. 80/22, within the deadlines indicated:
a) initial petition for judicial recovery, with all documents 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 its knowledge by the issuer, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Sentences”; d) petition for homologation of the extrajudicial recovery plan, with the accounting statements raised specifically to support the petition, on the same day of filing in court, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Petition for homologation of extrajudicial recovery plan”; e) sentence denying or granting the homologation of the extrajudicial recovery plan, on the same day of its knowledge by the issuer, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Sentences”.

It is alerted that the declaration of judicial recovery and the judicial homologation of extrajudicial recovery are hypotheses for updating the Reference Form, in accordance with paragraphs 3 and 4 of Article 25 of CVM Resolution No. 80/22 (see item 3.3.2.2), as well as entail the presentation of a new version of the registration form, in accordance with Article 24 of CVM Resolution No. 80/22.

The issuer's Reference Form (FRE) must be delivered annually, in accordance with paragraph 1 of Article 25 of CVM Resolution No. 80/22, with the presentation of the referred items (2, 4, 8, 13, 6.1, 6.22, 7.3 and 7.4) until the presentation in court of the detailed report at the end of the recovery process.

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

4.8 Transactions by Administrators, Persons Related to Them, and Controlled, Affiliated, and the Company Itself with Securities Issued by the Company
Article 11 of CVM Resolution No. 44/21 provides for the periodic disclosure of transactions carried out:
a) by directors and members of the board of directors, the fiscal council, and any bodies with technical and consultative functions created by statutory provision; b) by the company itself, its controlled and affiliated companies.

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

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

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

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

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

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

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

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

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

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 of them containing data on the individual positions held by each administrator or related person. Another containing the consolidated position of the members of each body (management, board of directors, fiscal council, and technical or consultative bodies). The third file will contain data on individual positions of the company itself, its controlled, and its affiliated companies.

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

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

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

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

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

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

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

According to the same provision, a relevant transaction is considered the business or set of businesses through which the participation of the aforementioned persons exceeds, upwards or downwards, the thresholds of 5%, 10%, 15%, and so on, of the species or class of shares.

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

It is also emphasized that, in accordance with Article 21 of Resolution No. 44/21, the obligation of communication commented here applies to transactions carried out:
a) inside or outside regulated securities market environments;

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

It is also alerted that indirect transactions, or for the account of third parties, are not considered those carried out by investment funds of which the persons mentioned in Article 12 are shareholders, provided that the decision to trade 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, unless proven otherwise, that the decision to trade by the administrator and the manager of an exclusive fund is influenced by the fund shareholder, as stated in Article 21, paragraph 2, of CVM Resolution No. 44/21.

The above presumption does not apply to exclusive investment funds whose shareholders are insurance companies or open complementary pension entities and whose purpose is the application of resources from benefit-generating plans (PGBL) and free benefit-generating life insurance (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 public company, reporting the operation, falls on the investor who reaches the whole multiples of 5%. (see items 4.9.6 and 4.9.7).

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

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

4.9.2 Object of Relevant Participation
4.9.2.1 Shares
As indicated by the reading of the full text of Article 12 of CVM Resolution No. 44/21, the focus of the disclosure obligation is the direct and indirect shareholdings held in the share capital of the public company.

4.9.2.2 Financial Derivative Instruments and Other Securities Referenced in Shares
The disclosure obligation associated with the carrying out of relevant transactions extends to financial derivative instruments and other securities referenced in shares.

Thus, this 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 obligation of disclosure in question applies even if the financial instruments in question contain provision for exclusively financial settlement.

Specifically regarding financial settlement derivatives, it is worth mentioning the vote of the President of the CVM, João Pedro Nascimento, within the scope of Administrative Sanction Process CVM No. 19957.009010/2021-72 21, reinforcing the reasons for the disclosure of such information, as transcribed below:

Furthermore, another effect resulting from such operations with financial derivatives was perceived. The execution of derivative instruments, even if of exclusively financial settlement, often ends up producing results analogous to the acquisition of shares by the investor, since its counterparty tends to acquire or borrow the shares for the purpose of asset protection.
This effect is especially relevant in the context of acquisition of relevant participations, including in cases of share control takeovers and/or assumption of corporate leadership positions with significant corporate participations (although not sufficient to obtain majority control power in isolation).
The fear is that undisclosed derivative operations may produce, in certain circumstances, a relevant impact on the liquidity and dispersion of the securities of the target company.
Note, furthermore, that the acquisition of relevant participation involving the use of financial settlement derivative instruments is capable of generating impacts both from the point of view of market efficiency and, as said, of corporate governance. This is because such instruments can be handled in a way to cover the corporate participation effectively held, as well as to hide the real influence that their ownership confers to their holders.
This phenomenon can affect the negotiation of securities in the capital market, especially when there are disputes for the acquisition of the company's papers, with multiple interested parties in the acquisition of the securities, who may be in a competitive disadvantage in the context of an eventual dispute for the acquisition of the same papers; thus generating informational asymmetry and affecting the adequate price formation.”

Also covered by the provision in question is investment in structured 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, this share is considered an indirect participation for disclosure purposes. An analogous reasoning applies to COEs and other derivatives.

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

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

There are situations, however, where the "weight" is not known in advance, such as in COE situations that guarantee better yield among 'n' stocks at maturity. The rule does not apply to situations like this, in principle, without prejudice to the possibility of CVM action if it verifies in a specific concrete case that the operation was structured with the purpose of concealing relevant participation.

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

A specific situation worth highlighting is that of convertible debentures and subscription warrants, whose holders may become holders of shares yet to be issued. Such shares yet to be issued should not be considered in the computation of the percentages that trigger disclosure.

However, if the investor makes other acquisitions of shares or derivatives that necessitate communication, positions in convertible debentures or subscription warrants must be reported.

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

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

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

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

Likewise, shares subject to lending must be considered in the calculation of the increase or reduction in participation for the purposes of the provision in the caput and paragraphs 1st and 4th of the same article.

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, 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 has been acquired or alienated through share lending.
The obligation to communicate relevant participation partially or entirely composed of shares taken by loan is applicable regardless of the purpose to which these operations are intended.

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

In examples "b", "c" and "d", according to the rules mentioned in this Circular Letter (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 societies, as in example "a" above, the indirect participation should only be taken into consideration, for the purposes of compliance with article 12 of CVM Resolution No. 44/21, in cases where relevant participation is reached, increased or reduced by a group of persons, acting in concert or representing the same interest (see item 4.9.4).

Thus, if investor X holds no other direct or indirect share participation, but is a controlling shareholder of society Y, which in turn reaches participation corresponding to 5% of the ordinary or preferred shares of the open capital company, it is society Y that must proceed with the disclosure of the declaration provided for in article 12 of CVM Resolution No. 44/21, and investor X is not obliged to make another declaration to disclose his indirect participation in the capital of the open capital company.

On the other hand, if investor X holds direct participation in the open capital company and is also a controlling shareholder of society Y, which also holds participation in the open capital company, it is investor X who must proceed with the disclosure of the declaration provided for in article 12 of CVM Resolution No. 44/21, if the sum of these participations reaches 5% or more of the ordinary or preferred shares of the open capital company.

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

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

4.9.3 Calculation of increase or reduction 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 successively, of participation in the species or class of shares representing the capital of an open capital company.

It is stressed, however, that, in addition to the shares themselves, derivatives referenced in such shares must be considered, whether for physical or financial settlement. When taking derivatives into account in verifying the aforementioned percentages, the following rules must be observed:
a) the total quantity of shares referred to in the derivative instrument must be taken into account, without adjustments due to the delta of the position; b) there are two parallel counts: (i) one involving, together, financial derivative instruments for physical settlement and shares and (ii) another involving only financial derivative instruments for financial settlement – disclosure is necessary when the percentages provided for in the rule are reached in any of these counts and the disclosure must cover both shares and other instruments referenced therein, regardless of their form of settlement; c) whenever a financial derivative instrument, COE, or index fund allows for the possibility of physical settlement (including through the redemption of units in shares), it must be considered as being for physical settlement; d) "sold" positions alone do not necessitate disclosure, however (i) neither is there compensation between "bought" and "sold" positions and (ii) once the need for disclosure is triggered, it must cover even "sold" positions; e) "bought" positions are considered, for example: spot-held shares, 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 the determination of the return of a certain financial derivative instrument, COE, or market index investment fund, this share should not be aggregated with other positions possibly held in this share by the investor; h) if a share has a weight greater than 20% in the determination of the return of a certain financial derivative instrument, COE, or market index investment fund, this share must be aggregated with other positions possibly held in this share by the investor, weighting the notional value of the instrument in question by the respective weight of the share; and i) shares that do not yet exist and that may be issued due to rights associated with convertible debentures or subscription warrants should not be aggregated with positions already held by the investor.

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

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

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

At a later moment, the investor acquires a put option for 6 preferred shares. Regardless of the form of settlement of this contract and the fact that it represents 6% of the total of this species of shares, no disclosure is necessary and this "sold" position is disregarded in the calculation 22.

Finally, the investor acquires a call option for 2 preferred shares, with physical settlement. The preferred shares referenced in this option contract are added to the 4 spot-held preferred shares previously held, causing the 5% percentage to be exceeded and, thus, triggering the need for disclosure. This disclosure will cover and specify the 4 ordinary shares held in spot, the 4 preferred shares held in 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, updating field 6.1 is recommended, in order to reflect the most recent share position that has been disclosed by the investor. Additional information made public by the investor regarding derivative financial instruments can be included in field 6.6 of the FRE.

It is alerted that the variation in share participation is not exclusively linked to a single operation, being also assessed cumulatively, and referring to the acquisition, alienation, or extinction of shares and rights over shares both in the onerous mode (purchase and sale, swap, and loan) and gratuitous mode (donation).

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

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

4.9.4 Group of persons acting in concert or representing the same interest
The obligation to communicate the variation in relevant share participation covers not only individual investors, but also the group of persons acting in concert or representing the same interest. With the objective of facilitating 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 societies under common control; c) society and its direct or indirect controller; d) exclusive fund and its sole unitholder; and e) cases where there is common discretionary management of resources.

Considering the concept of indirect participation (see item 4.9.2) and except for the provisions below regarding investors under common discretionary management, if relevant 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 open capital company and indicate the total participation held, directly and indirectly, by them.

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

If relevant participation is reached by a set of investors under common discretionary management, the declaration to be submitted by the administrator must identify the manager and indicate the total share participation held, jointly, by the funds and portfolios under his management. It is not mandatory to specify the funds or portfolios and their respective share participations, according to a decision by the CVM Board, in an extraordinary meeting held on 11.03.2011 (CVM Process No. RJ2011/2324) 23.

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

23 See http://conteudo.cvm.gov.br/decisoes/2011/20110311_R1/20110311_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

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

As already clarified by the CVM Board in a previous decision (e.g. decision in CVM Process No. RJ2009/1365 24), the purpose of CVM Resolution No. 44/21, in requiring the disclosure of the negotiation of relevant participations, is to inform the market about significant changes in the distribution of patrimonial and political rights among shareholders, as well as in the dispersion and liquidity of the company's shares. In the case of derivative operations carried out between companies of the same group, the accumulation of information resulting from the disclosure of each of these operations (for example, in scenarios where the risk of an operation contracted by a society of the same group is transferred to another(s) society(ies) of the same group) could impact the quality of information provided to the market. In this sense, and in cases where it may be considered that the societies of the group are "acting in concert or representing the same interest", under article 12 of the Resolution, derivative operations between persons of the same group must be disregarded in the disclosure of relevant participation.

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

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

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

4.9.6 Moment and form of disclosure
Under article 12 of CVM Resolution No. 44/21, the communication of the increase or reduction of relevant participation must be made immediately after the participation referred to therein is reached. As a rule, in order to observe the deadline established in said article, disclosure 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 beginning of the trading session of the day following the achievement.

24 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2010/20100713_RJ20091365.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 exception to the above rule occurs in cases where the negotiation was made with the purpose of altering the control or administrative structure of the company. In these cases, the same regime of disclosure of material facts must be followed, as provided for in article 3 of CVM Resolution No. 44/21.

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

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

As a rule, an increase in participation greater than 5% does not need to be disclosed in the press.
Only in cases where the acquisition results from or has been carried out with the objective of altering the composition of control or the administrative structure of the society, as well as in cases where the acquisition generates the obligation to carry out a public offer, under CVM Resolution No. 85/22, the acquirer, in addition to sending the aforementioned declaration to the company, must promote its disclosure through the press or in a news portal present on the internet, under article 3, paragraph 4, of CVM Resolution No. 44/21.

The "Declarations of Acquisition of Relevant Share Participation" and "Declarations of Alienation of Relevant Share Participation" must be sent to the IRD of the open capital company.
Once received by the company, the IRD must forward the declarations via the Empresas.NET System, category "Market Notice", type "Acquisition/Alienation of Share Participation (article 12 of CVM Resolution No. 44)" and species "Declaration of alienation of relevant share participation – article 12 of CVM Resolution No. 44/21" or "Declaration of acquisition of relevant share participation – article 12 of CVM Resolution No. 44/21". In the case of declarations that have been published, by force of paragraph 5 of article 12 or spontaneously, the dates and newspapers in which the publication was effected must be informed.

Additionally, the IRD must evaluate if, due to the information received, the share participation (without considering derivatives, whether for physical or financial settlement) exceeded the threshold of 5%, 10%, 15% and so on successively. If affirmative, the IRD must also promote the necessary update of the information provided on the subject in the reference form, under paragraphs 3rd, items V and VI, and 4th, item III, of article 25 of CVM Resolution No. 80/22.

If the IRD believes that the declaration of acquisition or alienation of relevant share participation presented by the investor in compliance with article 12, caput, of CVM Resolution No. 44/21 does not reflect the reality verified by the company, it must include its reservation when retransmitting the declaration, informing what share participation 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 set forth in items I to VI of the caput of Article 12 of CVM Resolution No. 44/21, namely:

a) name and qualification, indicating the registration number in the National Registry of Legal Entities or in the National Registry of Individuals; b) objective of the participation and quantity sought, containing, if applicable, a declaration by the acquirer that the transactions do not aim to alter the composition of control or the administrative structure of the company; c) number of shares and other securities and financial derivative instruments referenced in such shares, specifying the quantity, class, and type of shares referenced; d) indication of any agreement or contract regulating the exercise of voting rights or the purchase and sale of securities issued by the company; and e) if the shareholder is resident or domiciled abroad, the name or corporate name and the registration number in the National Registry of Individuals or in the National Registry of Legal Entities of its attorney-in-fact or legal representative in the Country for the purposes of Article 119 of Law No. 6.404/76.

In the case of funds and administered portfolios, the information provided in letter "a" above must refer to the manager, as guided in this circular (see item 4.9.4).

The communication must also include the identification of the vehicles that led to the relevant acquisition (see item 4.9.2.5).

With regard to the objective of the participation provided for in item 4.9.2.2 above, if applicable, the acquirer must inform that it is an operation carried out with the objective of hedging obligations assumed by it 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 their domicile, to disclose the declaration of acquisition or alienation of relevant share participation, by sending the information to the company.

In the case of the non-resident investor, it is the responsibility of its legal representative, in accordance with item III of Article 3 of the Regulation Annex I to CMN Resolution No. 4.373/14, to "immediately communicate to the Central Bank of Brazil and to the CVM, observing their respective competencies, the termination of the representation contract, as well as the occurrence of any irregularity of which it becomes aware."

In cases where the non-resident investor's omission regarding compliance with the provisions of Article 12 of CVM Resolution No. 44/21 is verified, its legal representative may eventually be held administratively liable, based on the sole paragraph of Article 3 of the Regulation Annex I to CMN Resolution No. 4.373/14.

4.10 Trading policy

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

The trading policy should therefore not represent a mere repetition of the text of said Resolution, but contain a detailed description of the procedures and measures effectively adopted by the company to avoid violations of the norms that deal with the trading of 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 send it via 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 send 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.

Any person 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 DRI; b) be verifiable, including with regard to its establishment and the carrying out of any alteration in its content; c) establishment, in an irrevocable and unappealable manner, of the dates and values or quantities of the transactions to be carried out; d) minimum term of 3 (three) months for the plan, its possible modifications and cancellations to take effect; e) non-existence of more than one investment plan in force simultaneously; f) non-existence of operations that nullify or mitigate the economic effects of the operations to be carried out in accordance with the investment plan; and g) verification at least semi-annually by the board of directors, or another statutory body to whom this function is attributed, of the adherence of the transactions carried out by the participant to the investment plan formalized by him.

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

Regarding item "f", attention is drawn to the impossibility of carrying out operations with financial derivative instruments for the purpose of hedging the commitment assumed by the participant in the investment plan.

The investment plan may also allow its holder to trade securities in the 15-day period prior to the disclosure of the issuer's quarterly (ITR) and annual (DFP) information, provided that, in addition to the above requirements, the following is also observed:

a) a schedule with specific dates for the disclosure of quarterly accounting information and annual financial statements has been approved; and b) the plan obliges the participant to revert to the company any avoidable losses or gains obtained in transactions resulting from a possible alteration in the dates of disclosure of quarterly accounting information and annual financial statements, calculated by reasonable criteria defined in the plan itself.

Some open companies choose to extend similar restrictions described in this section to a larger set of people, such as employees and collaborators, requiring, even, that the transactions of these people take place in line with an investment plan signed by the participant.

Regarding this, it should be clarified that there is no impediment for such additional restrictions to be established by the companies, this being one of the functions of the investment policy, provided for in Article 15 of CVM Resolution No. 44/21.

It is emphasized, however, that to be entitled to the prerogatives described above, the investment plan must satisfy all the specified requirements, including the periodic verification of transactions by the board of directors, which may prove difficult in cases where the participants in the plan are very numerous.

In this sense, it is permitted that companies require their collaborators to have investment plans that will not be periodically followed by the board of directors, and, for this reason, also do not serve to allow transactions in periods 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 for regular verification of the investment plans in question.

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

It is recommended to consult the Collegiate's decision, in the meeting of 19.11.2019, regarding Process CVM No. 19957.005109/2018-08 25.

4.12 Disclosure policy

The policy for the disclosure of material acts or facts is a mandatory document, established in Article 17 of CVM Resolution No. 44/21, for companies that cumulatively meet the following requirements:

(i) are registered in Category A;
(ii) have been authorized by a market administrator entity to trade shares on a stock exchange; and (iii) with respect to which there are shares in circulation, considered as the company's shares, with the exception of those owned by the controller, persons linked to him, the company's administrators, and those held in treasury.

Such a document must include, 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 the maintenance of confidentiality regarding material non-public information.

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

Issuers must send the disclosure policy to the CVM via the Empresas.NET System, category "Disclosure Policy of Material Act or Fact", as provided for in Article 33, item XII (for issuers registered in Category A), and in Article 34, item VII (for issuers registered in Category B), both of CVM Resolution No. 80/22.

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

The policy for the disclosure of material acts or facts must be updated whenever there is any alteration 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 alteration.

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 a material fact or through a market communication;
Obligations of the DRI to disclose information to the market, as well as to supervise any information leaks in the media and/or atypical fluctuations related to the trading of the company's securities;
Time of disclosure of material facts, which should preferably occur after the closing of the trading session (in Brazil and in any foreign markets where the company's securities are traded);
Procedures to be adopted when the disclosure of a material fact must occur during the trading session, addressing the request for suspension of trading of the securities until the material information is adequately disseminated;
Contingency plan in case of leakage of material information, in order to accelerate the disclosure of the 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 communicate to the DRI 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 of item XIII of Article 33 and item XXII of Article 34 of said Resolution, respectively, to present the consolidated bylaws, within 7 (seven) business days counted from the date of the assembly that deliberated the alteration, even if it depends, if applicable, on the homologation of the Central Bank. In this case, it is suggested that the information be disclosed at the beginning of the 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 the Empresas.NET System, in the "bylaws" category.

It should be clarified that the new bylaws must be presented in the Empresas.NET System as a new submission and not as a resubmission of the previous bylaws.

The submission of the bylaws attached to the minutes of the assembly that deliberated its alteration does not dispense with its submission via the Empresas.NET System in the "bylaws" category, and in this sense, in filling out the reference date, the date of the holding of the assembly that approved the new bylaws must be stated.

4.14 Meetings of the board of directors and the fiscal council

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

a) minutes of board of directors meetings, provided they contain deliberations intended to produce effects towards third parties, accompanied by any manifestations sent by the councilors, within 7 (seven) business days counted from their holding, via the "Administration Meeting" category, type "Board of Directors", species "Minutes"; b) minutes of fiscal council meetings that approved opinions, accompanied by any manifestations sent by the councilors, within 7 (seven) business days counted from the date of disclosure of the act or fact object of the opinion, via the "Administration Meeting" category, type "Fiscal Council", species "Minutes".

Issuers registered in Category B are obliged to send, via the Empresas.NET System, in the manner described above, the minutes of board of directors meetings, provided they contain deliberations intended to produce effects towards third parties, accompanied by any manifestations sent by the councilors, within 7 (seven) business days counted from their holding, as provided for in item V of Article 34 of CVM Resolution No. 80/22.

Issuers whose securities are admitted to trading in organized markets must also observe the rules established by the administrator entities of such markets regarding the deadline for providing information about board of directors deliberations that impact the rights and the form of trading of their issued securities.

It is also emphasized that the minutes of administration and fiscal council meetings must inform the reasons that led to any contrary vote, and must be accompanied by any individual manifestations that have been presented by some of their members.

Although the minutes relating to the directorate meetings were not included in the Resolution among the mandatory presentation event information, voluntary submission is recommended.

4.15 Communication of auditor change

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

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

It is worth highlighting that, according to Article 29 of said Resolution, it is the responsibility of the fiscal council of the audited entity, when in operation, to verify the correct compliance by the administrators with the provisions of Article 28.

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

In this sense, as provided for in Annex C of CVM Resolution No. 80/22, the date of hiring of the services that were the subject of the alteration communicated by the company must be informed in field 9.1.c of the reference form.

The company must specify 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 a period of 7 (seven) business days counted from the fact that caused the alteration (in this case, this must be understood as being the aforementioned communication of change of auditor), in accordance with Article 24 of CVM Resolution No. 80/22.

Item 3.3 of the registration form, "Date of start of service provision", must be understood as the start date of the period of the first document audited by the new auditor. Example: in the case of the 1st ITR/17, the start date would be 01.01.2017.

4.16 Communication on transactions between related parties

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

Such disclosure must occur through the Empresas.NET System, category "Communication on Transaction between Related Parties".

It is clarified that the transactions that must be informed as communication on transactions between related parties, in accordance with Annex F of CVM Resolution No. 80/22, must also be informed in the reference form.

Section 11.2 does not need to be resubmitted after the annual presentation of the reference form; thus, the operations occurred and disclosed as communication on transactions between related parties will be disclosed only in the FRE of the following fiscal year.

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

It is also emphasized that the universe of transaction types to be reported in the FRE is larger than that of transactions to be disclosed in the form of communication regarding transactions between related parties, given that items “d” and “e” of item II of article 3 of the aforementioned Annex F are not exempted in the normative text of section 11.2 of Annex C, both annexes of CVM Resolution No. 80/22.

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

However, without prejudice to the provisions of CVM Resolution No. 44/21, the SEP advises that the term “occurrence” be interpreted as the date of contract execution in accordance with applicable legislation, which may not exceed: (i) the date of signing the contract, if any, which establishes the transaction or set of transactions between related parties; or (ii) in exceptional cases, where, given the nature of the business or the circumstances of the case, it is not possible to adopt the date of contract execution as a reference, the date of settlement of the transaction or the date of commencement of its execution, whichever occurs first. Depending on the criteria indicated in item II of article 1 of the aforementioned Annex F (the characteristics of the operation; the nature of the related party's relationship with the issuer; and the nature and extent of the related party's interest in the operation), it is considered good practice for the company's administration, with the aim of maintaining a high level of transparency, to disclose the communication upon its approval by the competent corporate bodies, even with reservations regarding any conditions to be implemented for the conclusion of the business and without prejudice, as already observed, to the need to observe the provisions of CVM Resolution No. 44/21.

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

In accordance with article 1 of Annex F of CVM Resolution No. 80/22, only the following should be subject to disclosure:
I – the transaction or set of correlated transactions, whose total value exceeds the 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 administration's discretion, the transaction or set of correlated transactions whose total value is lower than the above parameters, taking into account: (a) the characteristics of the operation; (b) the nature of the related party's relationship with the issuer; and (c) the nature and extent of the related party's interest in the operation.

The value of total assets provided for in item I must be calculated based on the most recent financial statements or, if available, the most recent consolidated financial statements disclosed by the issuer, as provided for in the sole paragraph of the aforementioned article 1.

The concept of correlated transactions is contained in item III of article 3 of Annex F of CVM Resolution No. 80/22, which establishes that:

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 – “correlated transactions” are understood to be 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 continued duration that encompass periodic installments, provided that the values involved are already known.

It is emphasized that the regulation presents two examples in the above-transcribed provision, and it is not an exhaustive list.

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 must be based on the values described in Annex F and the administration's best estimates, 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, in principle, to communication, 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 set out above, the transactions must be reported. The fact that the hiring occurs in different years does not remove the need for disclosure.

If there are, for example, monthly contracts with a related party and in a certain month the amount of R$ 50 million is reached, communication is required. If in the following month, there is a new contract of R$ 5 million, for example, no new disclosure is necessary. Communication is required only when a new amount of R$ 50 million (or 1% of the issuer's total assets) is reached, provided that these stages of the transaction have not been subject to prior communication.

Another situation deserves mention: if company A sells 30 million to its controller and a wholly-owned subsidiary of A sells 40 million to the controller, in the case of correlated transactions, disclosure must be made in accordance with article 3, item III, of Annex F of CVM Resolution No. 80/22. Although, individually, none of the transactions exceeded the limit provided in Annex F for making a statement, when company A consolidates the information in the financial statements, the values exceed the limit provided in article 1, sole paragraph, of the aforementioned Annex F, which would motivate disclosure.

In all cases, even if it is not possible, on the date of contract execution, to determine the exact value that will result from its execution, the concept of relevance for the purpose of evaluating the obligation to disclose communication must take into account the administration's best estimates.

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 routine and on-demand transactions, if the administration considers it impossible to estimate the amount expected until the end of the fiscal year in advance, disclosure must be made whenever the limit provided in Annex F is reached, evaluating, jointly, the “correlated transactions,” in accordance with article 3, item III, of Annex F of CVM Resolution No. 80/22.

In the case of operations with variable amounts (for example, whose remuneration is a percentage of sales or linked to some index), the company must make an estimate of the contract value in order to verify the classification in accordance with the provisions of Annex F of CVM Resolution No. 80/22. Transactions referenced in foreign currency must be periodically verified 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 equity participation in 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 equity participation in the subsidiary by the direct or indirect controllers of the issuer, its administrators, or persons linked to them; c) remuneration of administrators; d) credit and financial services operations provided by an institution authorized to operate by the Central Bank of Brazil, in the normal course of business of the parties involved and under conditions similar to those practiced by them with unrelated parties; and e) transactions that have been preceded by public bids or other public procedures for price determination.

For illustrative purposes of the logic of incidence and non-incidence of the regulation, see the flowchart below:

Controlador
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

Imagine that the issuer reporting the information is A.
Transactions to be disclosed (i) between A (or its subsidiaries Sub A1 and Sub A 2) and the Controller; and (ii) between A (or its subsidiaries Sub A1 and Sub A 2) and B.
There is no obligation to disclose (i) transactions of Sub A1 and Sub A2 with each other nor (ii) transactions between A and its subsidiaries. Such disclosure would only become mandatory if the Controller or B held participation in Sub A1 or Sub A2 by other means than via A 26.

The non-obligation to disclose communication regarding transactions between related parties does not imply the exemption from disclosing information about these operations in the reference form and financial statements, in accordance with the specific applicable regulation, nor does it exempt administrators and controlling shareholders from the duties established in Law No. 6.404/76.

It is also emphasized, the decision of the Board within the scope of Process CVM No. 19957.001316/2020-08 27, following the SEP's statement, that it is not reasonable to exempt compliance with CVM Resolution No. 80/22, article 33, item XXXII, for transactions with subsidiaries where there is equity participation in the subsidiary by the direct or indirect controllers of the issuer, its administrators, or persons linked to them, but at a level below 1%.

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

For example, in a sales or lease contract, it is essential that information about the transacted asset, the agreed price, and the settlement deadlines be disclosed, as well as other relevant information in the specific case. 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.

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

In turn, in the case of dividends and interest on equity, there is specific regulation regarding the calculation of this remuneration that affects all shareholders equally, and not only potential related parties, so that disclosure through the communication regarding transactions with related parties, in these cases, would not fit the objectives of the regulation. It is also worth mentioning that there are specific provisions regarding the disclosure of information about dividends and interest on equity (in CVM Resolution No. 81/22, for example). Therefore, in these cases, there would be no disclosure of “Communication Regarding Transactions with Related Parties,” nor in item 11.2 of the reference form (see item 10.2.11.2).

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

It is recommended that issuers prepare and disclose a policy on transactions between related parties. In this regard, we recommend reading item 7.12 of this Circular Office.

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

In this sense, the associations to be used for the aforementioned submissions are: category “Indemnity Contracts” and types “Indemnity Contracts and Amendments” and “Other Documents Related to Indemnity Contracts,” according to the document to be submitted.

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

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

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

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

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

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

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

4.19 Results Release
Companies that opt to disclose a results release must do so via 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 preparing results releases, considering the risks arising from the disclosure of only a portion of the information contained in the financial statements, special attention must be paid to observing 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, where applicable, especially with regard to the need to reconcile these data with accounting numbers.

4.20 Presentation Material to Analysts/Market Agents
In accordance with article 33, item XIV, of CVM Resolution No. 80/22, companies that hold public meetings with analysts and market agents must submit the material presented on the same day of its occurrence.

The submission must be made via 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 the same. The material must be easily understood, even by users who do not participate in the meeting.

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

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

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

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

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

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

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

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

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br For submission, the Empresas.NET System must be used, category “Market Communication”, type “Installation, change in composition or dissolution of the statutory audit committee”. The items are mandatory and are as follows: (i) Installation of the statutory audit committee; (ii) Change in the composition of the statutory audit committee; and (iii) Dissolution of the statutory audit committee. It is emphasized that the disclosure of the minutes of the board of directors meeting (in accordance with item V of article 33 and item V of article 34 of CVM Resolution nº 80/22) and the update of the corresponding fields in the reference form (in accordance with item I of paragraph 3 of article 25 of CVM Resolution nº 80/22) do not eliminate the need for the aforementioned communication.

4.23 Communication regarding the holding of live streams
On 26.08.2020, SEP issued Circular Letter nº 7/2020/CVM/SEP regarding live presentations with the presence of executives from publicly held companies. The references made to CVM Instruction nº 358/02 and CVM Instruction nº 480/09 (with updates to article numbering), which were in force at the time, remain valid, being compatible with the respective commands of CVM Resolutions nº 44/21 and 80/22:
We have verified that uncertainties about the effect of the Covid-19 pandemic on company performance, as well as modifications in work routines occurring in recent months, have fostered the more frequent holding of “lives,” that is, live transmissions of presentations with the presence of executives from 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 disciplining the disclosure of relevant information (CVM Instruction nº 358/02) and establishing general rules on content and form of information that issuers must observe (articles 14 to 19 of CVM Instruction nº 480/09), especially article 16, according to which the issuer must disclose information comprehensively, equitably, and simultaneously 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 market communication be disclosed in advance, informing the date, time, and internet address where the “live” will be broadcast, which will feature the participation of some representative of the company. Furthermore, in accordance with 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 as the meeting or presentation. And, in accordance with guidance contained in item 4.20 of CIRCULAR LETTER/CVM/SEP/Nº 2/2020, “for equitable treatment of all market participants, this material must be sent before or simultaneously with the start of the meeting, containing all relevant information that will be addressed therein.” This same orientation applies to the information to be disclosed in the said “live.” Even if there is no visual presentation, in slides or any other format, the market communication announcing the event must also contain a list of topics to be discussed, and potentially the questions that will be asked, which should be obtained from the organizers if there is no pre-defined agenda established together with the company.

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br Again citing CIRCULAR LETTER/CVM/SEP/Nº 2/2020, “if during the meeting additional information beyond 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 re-presented via the Empresas.NET System, without prejudice to the provisions of article 3 of CVM Instruction nº 358/02, in cases where such information constitutes a relevant fact.” If it is not possible to disclose the content of the presentation in advance, due to impossibility of obtaining such information from the organizers, or due to a free-format presentation style, we recommend that the live be held outside trading hours, preferably after market close, so that the IR team has time to prepare the material that must be disclosed after the end of the event in the Empresas.NET System, containing the main information disclosed at the event and which does not appear in documents already disclosed by the company. It is important to mention that, due to the scenario mentioned, this circular highlights and details orientations already contained in CIRCULAR LETTER/CVM/SEP/Nº 2/2020 and does not present innovations regarding the obligations provided for in Law 6.404/76 and CVM Instructions 358/02 and 480/09. On 14.09.2020, due to questions sent to the Agency by market participants, CVM issued the following communication to clarify doubts regarding orientations involving lives with executives:
The Superintendence of Relations with Companies of the Securities 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 orientations on lives with executives, published by the technical area on 26/8/2020. Circular Letter CVM/SEP 07/2020 highlights that the same rules provided for in the norms dealing with the disclosure of relevant information and the general rules on content and form of information apply to such online events. Best practices Regarding the doubts received after publication, SEP emphasizes that the most important thing is 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 subject to sanctioning action by SEP, provided that the aforementioned regulation is complied with. Additionally, the technical area explains that company administrators, facing specific situations and possessing a broader set of information, may adopt the practices they deem most appropriate, even if different from those cited in Circular Letter CVM/SEP 07/2020. Meetings Regarding closed meetings held electronically and other private-nature events, with groups of investors or other market agents, the Agency’s technical area clarified that they do not fall under the events treated by the circular.

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br Scope SEP also informs that the terms “executives” and “company representatives” were used in the circular letter to broaden the scope, because 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 reach a live transmission with the participation of a non-statutory director speaking about information of interest to the capital market, shareholders, and investors in general. Furthermore, the technical area emphasizes that disclosure rules do not apply only to the statutory board of directors, but also to the board of directors, its controllers, and any other bodies with technical or consultative functions.

4.24 Operational data and metrics
It is observed that, with some frequency, companies have been disclosing operational data and metrics via market communication. In principle, there is no impediment to making such disclosure via Communication, provided that this information does not constitute a relevant fact in accordance with CVM Resolution nº 44/21. For this, the data or metrics disclosed must not allow direct inference about the company’s financial result, nor must they represent a multiple commonly used for calculating the valuation of a company in that sector, as in these cases we would be facing a possible anticipation of financial information, information of a relevant nature according to item 3.2.2 of this Circular Letter. If the company adopts the practice of disclosing 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 frequency, thus avoiding discretion in disclosure. Furthermore, it is recommended that any alteration of the policy, to include or exclude such provision, be preceded or accompanied by the disclosure of a relevant fact regarding the subject. It is emphasized that, even if the disclosure of data and metrics via market communication is provided for in its policy, the company’s administration must evaluate, for each disclosure, the eventual need to make the disclosure via a relevant fact, mainly if the data contained therein presents a large variation compared to previous periods or market expectation. Additionally, if the disclosure of these operational data and metrics results from a regulatory requirement of the regulatory body or Granting Authority, or from a contractual clause, as in the case of concession contracts, it is recommended to include in the market communication the reference to the document requiring such disclosure.

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

4.25 Communication regarding corporate lawsuits
As provided for in item XLIII of article 33 of CVM Resolution nº 80/22, issuers registered in category A must send the document “Communication regarding corporate lawsuits,” in accordance with the terms and deadlines established in Annex I of the same Resolution.
Corporate lawsuit is considered for the purposes of said Annex I any judicial or arbitral process whose requests are, wholly or partially, based on corporate legislation or securities market legislation, or on norms issued by CVM. Article 2 of Annex I provides for the sending of the main information relating to the lawsuit and the sending deadlines. It is worth highlighting that the news regarding the initiation of the arbitral procedure must be sent within 7 (seven) business days counting from, as the figure appears in the condition of plaintiff or defendant, the presentation of the request for its initiation or its receipt, and not from the initiation proper. It should be clarified that the obligation to communicate regarding corporate lawsuits consists of an informational obligation independent of the company’s administration’s evaluation regarding the characterization of the information as a relevant fact, nor does it confuse with the obligation to disclose information regarding judicial, administrative, or arbitral processes in which the issuer or its controlled companies are parties in items 4.4 to 4.6 of the reference form. These are specific obligations, to which issuers are subject, in accordance with each applicable norm, and which compose, systematically, the informational regime imposed on publicly held companies. In this sense, it is clarified that, as provided for in paragraphs 3 and 4 of article 1 of Annex I, in the event that information regarding the existence of a lawsuit or any of its developments constitutes a relevant act or fact, in accordance with established in a specific norm, the issuer must also observe the terms and deadlines established in that normative instrument. In this case, it is optional for the issuer to disclose only the notice of relevant fact, provided it contains all the information required by said Annex I and clarifies that the disclosure is made in compliance with both the present norm and the specific norm on disclosure of information regarding acts or relevant facts.

4.26 Report on sustainability-related financial information
With the advent of CVM Resolution nº 193/23, which provides for the preparation and disclosure of the report on sustainability-related financial information, based on the international standard issued by the International Sustainability Standards Board – ISSB, the option for preparation and disclosure of a report on sustainability-related financial information by publicly held companies, based on the international standard issued by ISSB, is established on a voluntary basis, starting from social exercises initiated on or after January 1, 2024. The obligation for preparation and disclosure of the report on sustainability-related financial information, based on ISSB norms, is established for publicly held companies, starting from social exercises initiated on or after January 1, 2026. Entities must archive the report on sustainability-related financial information through an electronic system available on the CVM page on the worldwide web, observing the following deadlines:
I – in voluntary adoption and in the first social exercise of mandatory adoption: on the same date of submission of the reference form; and

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br II - from the second social exercise of mandatory adoption: within 3 (three) months counted from the end of the social exercise or on the same date of sending the financial statements, whichever occurs first.

4.27 Clawback policy
The specific clawback policy must be archived via the Empresas.NET System in the category “Information Provided to Foreign Exchanges”, with the subject “Clawback Policy”.
If the company opts to include clawback clauses/hypotheses in the remuneration policy, it would be necessary to approve its alteration, including the clawback clauses/hypotheses and present it, via the Empresas.NET System, in the category “Remuneration Policy”.

5 Common Orientations for Periodic and Occasional Information

5.1 Cooperation Agreement between CVM and B3 – Brasil, Bolsa, Balcão (B3)
On 13.12.2011, in order to avoid overlapping efforts, CVM and B3 – Brasil, Bolsa, Balcão (B3) signed an agreement establishing mechanisms of cooperation and organization of inspection activities carried out by 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, SEP and B3’s Issuers Directorate also signed, on 13.12.2011, a Work Plan, which was subsequently updated on 28.12.2018 and on 05.02.2024, establishing the information and documents whose disclosure will be supervised by B3 and how SEP’s action will occur in support of the exchange, whether exercising consultative and training activity, or acting alongside companies, in cases where the exchange’s requests are not met. Thus, attention is drawn to issuers with securities traded on B3 regarding the need to comply with requests that may be issued by the exchange based on said agreement. The full version of the agreement can be consulted at the link https://conteudo.cvm.gov.br/export/sites/cvm/convenios/anexos/Convenio_CVM_e_B3.pdf.

5.2 General guidelines
The forwarding of periodic and occasional information provided for in CVM Resolution nº 80/22, CVM Resolution nº 81/22, article 28 of CVM Resolution nº 23/21, and CVM Resolution nº 44/21 must be done via the Empresas.NET System (see Chapter 9).
The final deadlines for submitting periodic and occasional information are non-extendable, as there is no express authorization in legislation to authorize, for any reason, a request for extension of the deadline for submitting this information.

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br For information whose submission deadline is not stipulated in CVM Resolution nº 80/22 in business days, it is worth noting that, coinciding with Saturday, Sunday, or national holiday, the final date for presenting periodic and occasional information will be the next business day, as established by article 66 of Law nº 9.784/99. The issuer who fails to comply with the obligations of submitting periodic information provided for in CVM Resolution nº 80/22 will be subject to a daily coercive fine (see item 2.14), according to the values related in Annex 3 of CVM Resolution nº 47/21, without prejudice to the assessment of eventual responsibilities of administrators for non-compliance with deadlines (and, when applicable, the interventor, trustee, judicial administrator, judicial manager, or liquidator), in accordance with articles 9, item V, and 11 of Law nº 6.385/76. Moreover, it is noted that transgression to the provisions of CVM Resolution nº 44/21, as provided for in its article 19, as well as the disclosure to the market or delivery to CVM of false, incomplete, inaccurate information that induces the investor to error, and the repeated non-observance of deadlines fixed for the presentation of occasional information provided for in CVM Resolution nº 80/22, in accordance with its article 65, constitute serious offenses, for the purposes provided for in paragraph 3 of article 11 of Law nº 6.385/76. Without prejudice to the provisions of the two preceding paragraphs, it is highlighted that the company must keep the market informed about any difficulty in meeting the deadlines provided for the presentation of periodic and occasional information. The DRI of the company must evaluate the method of disclosure in each concrete case, being certain that in some occasions it may be a relevant fact. In this sense, it is worth mentioning the vote delivered by the President of CVM, Leonardo Pereira, to PAS RJ2011/9493 (minutes of the Collegiate Meeting nº 6, of 05.02.2013)23 suggesting that, in these occasions, the DRI must disclose Market Communication informing (a) that the company will not disclose the said periodic information within the deadlines established in Corporate Law or specific norms regarding the subject; (b) the reasons why the company will not be able to meet the deadline; (c) the effective measures being taken to correct the problem; and (d) the estimated deadline, within reasonableness, for the disclosure of the periodic information that will not be timely provided. To ensure that documents relating to periodic and occasional information are prepared and delivered in an integrated manner, along with CVM, it is recommended that companies observe the following minimum requirements of legibility and clarity in the preparation of this information:
a) Texts shall not exceed the minimum margin limits that allow for their printing, nor should they be overlapped by graphic elements, tables, headers, etc.; b) Content shall possess sufficient resolution for its electronic or printed reproduction; c) Page numbering shall not contain repetitions, and section numbering shall be respected; d) Analytical indexes and cross-references shall faithfully reflect the pages where each content is located; e) The minimum limit for font size is 7 pt, especially for covers and tables;

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br f) The logical integrity of the disclosed file shall be preserved, without defective pages; g) No text or image shall be cut, totally or partially; h) Numbered and alphabetical lists must be correctly sequenced and without repetitions, in a unified and continuous manner; and i) Practices that prioritize fluency in reading and consultation of information shall be used; Although not crucial, the following should also be observed:
a) Page breaks and paragraphs that prevent truncated reading, in order to avoid “orphan” and “widow” lines; b) Use of typography and font size consistent throughout the document; c) Consistency in sequences of alphabetical and numbered lists, in order to prevent doubts regarding the logical structure of the document; d) Consistent page size throughout the same document; e) Avoid improper separation of titles, table headers, or footnotes, from their respective contents, onto two pages; f) Pay attention to misaligned or poorly formatted tables, which hinder the understanding of information; g) In pages of files that have been digitized, avoid the presence of spots resulting from the digitization process, such as wires and black margins; h) Signatures shall be omitted or replaced with the expression “/s/” – indication that the original contains the signature of the person responsible for the information; i) Observe the optimization of page and section spaces; and j) Avoid blank pages with repetition of headers and/or footers. It is alerted that, despite the lack of express provision in the current normative framework regarding minimum content to be considered when publishing summarized forms of the other documents listed in Law nº 6.404/76, this act should be understood as part of the set of information provided by the issuer to the market, which implies observance of articles 15 and 16 of CVM Resolution nº 80/22, whereby, in the document published in 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 newspaper of wide circulation, CVM, and B3 (in the case of a company listed abroad) where the full text of the document is located.

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

Even if the company publishes the full text, instead of the summary, in the printed newspaper, no legal provision is seen that dispenses with the publication of the full document on the newspaper's internet page, according to the current wording of Article 289, item I, of Law No. 6.404/76. Smaller open companies, that is, those that have earned annual gross revenue of less than BRL 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 open companies regarding compliance with the obligations provided for in: I – in the specific regulation that provides for the registration and the 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 ordinary 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, failing to publish in the official organs is a change in disclosure resulting from the Law, the SEP understands that it is sufficient for the company to update the registration form, in the "Disclosure Channels" item, and provide notice to shareholders clarifying that the change was motivated by the change in legislation.

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

It is emphasized, however, that this procedure is an exceptional situation, outside the control of the companies. Changes to the publication newspapers caused by the company's internal decision must follow the procedures stipulated in paragraph 3 of Article 289 of Law No. 6.404/76, only being able to occur after notice to shareholders in the minutes of the ordinary general meeting.

5.3 Obligation to maintain a page on the worldwide computer network
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 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 the Empresas.NET System.

The issuer registered in Category A must also place and maintain the information it discloses on its page on the worldwide computer network for 3 (three) years, counted from the date of 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 emphasized that this archiving rule refers to all periodic and eventual information provided for in legislation and regulation issued by the CVM, not limiting itself only to those listed in Article 33 of CVM Resolution No. 80/22. Thus, there is a need to archive communications provided for in CVM Resolution No. 44/21, such as, for example, those regulated in Articles 11 and 12 of this Resolution.

It is also necessary to clarify that there is a need for the effective archiving of information on the company's page. The simple insertion of a link on the company's page, directing investors to documents archived on the CVM or exchange website, in the Empresas.NET System, is not considered a valid procedure for compliance 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 worldwide computer network, 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 not been disclosed, in the form of the caput of Article 6 of the same Resolution.

Such request must be addressed to the SEP via (i) electronic correspondence addressed to the 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.

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

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 ask for 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 for in paragraph 2 of Article 61 of Resolution No. 80/22.

As provided for in Article 61, paragraph 3, of CVM Resolution No. 80/22, exceptional requests for confidential treatment of such information and documents must be sent to the SEP and accompanied by the presentation of the reasons why the issuer believes that 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, with the word "confidential" appearing on the envelope, and the issuer and its administrators, directly or through the DRI, will be responsible for immediately disclosing to the market the information for which the SEP has approved confidential treatment, in the event that the information escapes control or there is atypical fluctuation in the quotation, price, or quantity traded of the issuer's securities.

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

In accordance with paragraph 1 of Article 61 of CVM Resolution No. 80/22, the SEP may, in any way, determine that the issuer discloses the information or document, if it considers that the information and documents subject to the request are relevant or that in some way differ from what was previously disclosed by the issuer.

5.5 Documents in foreign language
By analogy to that provided for in Article 22, paragraph 1, of Law No. 9.784/99 and observing the interpretation given to Article 13 of the Federal Constitution combined with Article 224 of the Brazilian Civil Code, all documents drafted in a foreign language to have legal effects in the country must be translated into Portuguese, the official language in Brazil, which is why all information and documents presented via the Empresas.NET System must also be translated into Portuguese.

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

In this sense, documents 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 fulfilled their periodic obligations in the last 12 (twelve) months; and c) whose market value of shares in circulation is equal to or greater than BRL 5,000,000,000.00 (five billion reais), according to the closing quotation on the last business day of the quarter prior to the date of the request for registration of the public distribution offer of securities.

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

b) calculation memory 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, the frequent fixed-income issuer is that which:
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 made public offers, submitted to the ordinary registration procedure for distribution, in a total amount equal to or greater than BRL 500,000,000.00 (five hundred million reais) of the fixed-income security it intends to offer, including securitization titles with a single underlying asset in which it has been debtor; or b.3.2 ‒ has made at least 2 (two) public offers, submitted to the ordinary registration procedure for distribution, of the fixed-income security it intends to offer, including securitization titles with a single underlying asset in which it has been debtor.

The status of frequent fixed-income issuer must be declared by the issuer in the request for registration of the public distribution offer of securities, by means of a document signed by the DRI containing:
a) in the case of item "a" above, documents provided for in the sole paragraph of Article 38; or b) declaration that the issuer meets items "b.1" and "b.2" above; and c) calculation memory 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.

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

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 for in Article 39 of the Resolution. These reports must be sent via 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 DRI for all purposes provided for in the legislation and regulation of the securities market.

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

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

Notwithstanding, according to the sole paragraph of said article, 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 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) 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".

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

It is important to highlight, regarding item I of Article 41 of CVM Resolution No. 80/22, that, in the event of a mismatch between the date of presentation of the monthly demonstrative accounts to the court processing the judicial recovery and the date of the actual preparation and delivery of the judicial administrator's report, for the purpose of archiving on the CVM website, the company must ensure the content of the information provided there, and once any leak of preliminary financial data occurs, it is the responsibility of the company's administration and, in particular, its DRI to analyze the potential impact of this leak on the trading of the company's shares and, if applicable, to manifest itself immediately, via the Empresas.NET System, respecting the relevant event disclosure procedures as provided for in item 4.1 of this Circular Letter.

In addition to sending the above-mentioned documents, issuers must update their registration data with the CVM, notably regarding the change in the company's situation and its responsible person by sending the registration form, within 7 (seven) business days counted from the fact that caused the alteration, without prejudice to the confirmation of the information contained in the form until May 31 of each year, in accordance with Article 24 of CVM Resolution No. 80/22. It should be noted that the responsible person's data must also be updated via the Empresas.NET System (see item 3.3.1 and Chapter 9).

6.2.3 Issuers in bankruptcy
According to Article 42 of CVM Resolution No. 80/22, the issuer in bankruptcy is exempt from providing the periodic information referred to in Section II of Chapter IV of CVM Resolution No. 80/22, except regarding the registration form, in accordance with Article 24 and its sole paragraph.

In addition to what is required by Articles 33 and 34, these issuers must send to the CVM, via the Empresas.NET System, the 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 accounts, in the category "Information of Companies in Bankruptcy", type "Administrative 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

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

f) sentence closing the bankruptcy process, in the category "Information of Companies in Bankruptcy", type "Closing Sentence".

6.2.4 Issuers in liquidation
According to Article 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 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) final report and balance sheet of the liquidation, in the category "Information of Companies in Liquidation", type "Final Report and Balance Sheet of Liquidation"; e) other reports, opinions, and accounting information, in the category "Information of Companies in Liquidation", type "Other reports, opinions, and accounting information"; and f) act of closing the liquidation, in the category "Information of Companies in Liquidation", type "Act of closing the liquidation".

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

It should be noted that, in addition to sending the above-mentioned documents, issuers must update their registration data with the CVM, notably regarding the change in the company's situation and its responsible person, by sending the registration form, within 7 (seven) business days counted from the fact that caused the alteration, without prejudice to the confirmation of the information contained in the Form until May 31 of each year, in accordance with Article 24 of CVM Resolution No. 80/22. It should be noted that the responsible person's data must also be updated via the Empresas.NET System (see item 3.3.1 and Chapter 9).

Relevant Corporate Events and Other Guidance

7.1 Common Guidelines for Ordinary and Extraordinary General Meetings

7.1.1 Shareholder Representation at Meetings

Paragraph 1 of Article 126 of Law No. 6,404/76 establishes that a shareholder may be represented at a meeting by a proxy appointed for less than 1 (one) year, who must be a shareholder, an administrator of the company, or an attorney; in the case of a publicly-held company, the proxy may also be a financial institution, with the fund manager representing the condominium owners.

The CVM Collegiate Board, in a meeting held on November 4, 2014 (CVM Process No. RJ2014/3578) 28, understood that legal entity shareholders may be represented at shareholders' meetings through their legal representatives or through duly constituted agents, in accordance with the company's bylaws and the rules of the Civil Code. Thus, there is no requirement for this agent to be a shareholder, an administrator of the company, or an attorney.

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 meeting.

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

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

Thus, the impediment to participation in a meeting by a representative of a shareholder who failed to adopt the procedure of prior delivery of the instrument of proxy as established by the company constitutes a violation of Law No. 6,404/76 and Article 6 of CVM Resolution No. 81/22.

In a meeting held on June 24, 2008 (CVM Process No. RJ2008/1794) 29, the CVM Collegiate Board issued an understanding that, although Law No. 6,404/76 conditions the representation of shareholders on the presentation of a proxy, neither the Civil Code nor the Corporations Law requires the notarization or consularization of proxies. Thus, the company may always, at its discretion, waive the notarization and consularization of the proxy instruments granted by shareholders to their representatives.

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

The Collegiate Board also understood that there is no obstacle to proxies being granted electronically, given that Provisional Measure No. 2,200-2/01 expressly recognizes the legal validity of documents signed electronically. According to the decision, any mechanism that ensures the authorship and integrity of electronic proxies and is admitted as valid by the parties involved, notably the company, may be used for this purpose.

7.1.2 Public Requests for Proxies

CVM Resolution No. 81/22, which regulated the information and documents that companies must disclose to instruct the exercise of the voting rights of their shareholders at meetings, also established norms to discipline public requests for proxies for the exercise of voting rights.

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

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

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

According to the Resolution, any public request for a proxy for the exercise of voting rights must be sent to all shareholders with voting rights in the subject meeting.

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

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

In line with the provisions of Law No. 6,404/76, CVM Resolution No. 81/22 determines that proxies subject to public requests must:
a) indicate a proxy to vote in favor, a proxy to abstain, and another proxy to vote against each of the proposals subject to the request; b) expressly indicate how the proxy must vote regarding each of the proposals or, if applicable, if they should abstain regarding such proposals; and c) be restricted to a single meeting.

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

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

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

Shareholders representing at least 0.5% (zero point five percent) of the share capital of the publicly-held company may also obtain a list containing the addresses of all other shareholders of the company, free of charge (see item 7.1.3).

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

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

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

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

A company that accepts electronic proxies through a system on the worldwide web will not be obliged to reimburse shareholders for expenses incurred with the realization of public proxy requests for the exercise of voting rights (Article 60 of CVM Resolution No. 81/22).

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

7.1.3 Request for Shareholder Address List (Article 126, paragraph 3, of Law No. 6,404/76)

The purpose of access to the address list of Article 126, paragraph 3, of Law No. 6,404/76 is to allow the representation of shareholders by proxy at meetings, independent of the prior request for proxy by the company itself, increasing the possibilities of organization of 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 meetings, using proxies, Article 126 cannot be invoked.

The express reference of paragraph 3 of Article 126 to paragraph 1 of the same article, combined with the fact that the matter is regulated in the article that deals with representation at meetings, leaves no doubt regarding the need for a convened meeting, or in the other hypotheses cited in paragraph 1 of Article 58 of CVM Resolution No. 81/22, for the rule of paragraph 3 to apply.

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

According to the Resolution, requests for address lists formulated by shareholders holding 0.5% (zero point five percent) or more of the share capital of the publicly-held company, based on Article 126, paragraph 3, of Law No. 6,404/76, must be attended to by the company within a maximum of 3 (three) business days, and the company is prohibited from: (a) requiring any other justifications for the request; (b) charging for the provision of the 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 registers.

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, and it is unnecessary to identify the shareholding participation of each one.

It is emphasized that the address list provided by the company must be linked to the respective names of the shareholders. The absence of this linkage, in addition to making it difficult for non-controlling shareholders to organize, constitutes a violation of the right provided for in paragraph 3 of Article 126 of Law No. 6,404/76, as per the understanding stated by the SEP within the scope of CVM Process No. 19957.000786/2021-27 30.

7.1.4 Installation of the Fiscal Council and Election of its Members

Law No. 6,404/76 established, in Article 161, paragraph 4, item "a", that holders of preferred shares without voting rights or with restricted voting rights will have the right to elect, in a separate vote, a 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.

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

Article 240 of Law No. 6,404/76 also ensures that the functioning of the fiscal council will be permanent in mixed-economy societies and that one of its members, and respective alternate, will be elected by minority ordinary shares and another by preferred shares, if any.

In interpreting Article 161, paragraph 4, item "a", of Law No. 6,404/76, the CVM exposed, through CVM Orientation Opinion No. 19/90, that in order for the right attributed by it to preferred shareholders not to become merely nominal, it must be understood that, in the separate vote of these shareholders for the election of their representative on the fiscal council, controlling shareholders may not participate, even if they also hold preferred shares. Such participation, if admitted, would result in an effective restriction of the essential right to supervise and in a non-equitable representation of interests, often contrary, which the Law sought to protect.

In this sense, the understanding of the SEP, in consonance with the provisions of Orientation Opinion No. 19/90, is that, in the election processes for the fiscal council provided for in Article 161, paragraph 4, item "a", and in Article 240 of Law No. 6,404/76, no shareholders who do not fit into the concept of minority that the Law sought to protect should participate, i.e., besides controllers, persons linked to them should also not participate.

The CVM Collegiate Board has confirmed, on more than one occasion, in sanctioning processes, that entities over which the company's controller has a decisive influence cannot participate in the separate election of members of the fiscal council provided for in Article 161, paragraph 4, of Law No. 6,404/76, whether in the seat of preferred shareholders or in the seat of minorities. In this sense, see the decision of the CVM Collegiate Board issued in PAS CVM No. 11/12, in a judgment session held on December 2, 2014 31.

CVM precedents have affirmed that, to determine whether closed complementary pension entities can participate in the separate election of members of the fiscal council for companies that are subject to dominant influence from their sponsor or the direct and indirect controllers of their sponsor, an analysis of the governance of the entity itself is necessary.

Thus, as already stated in the vote of President-Relator Marcelo Trindade in PAS CVM No. 07/05 32, the impediment to vote extends to complementary pension entities sponsored by the publicly-held company or its holding companies when, cumulatively:
a) the indication of the majority of its administrators falls to the sponsor or its controller, including when the tie-breaking vote falls to the representative of the sponsor or its controller; and b) no mechanism has been adopted that ensures that the deliberation for the choice of counselors to be elected by minority shareholders was taken with the majority participation of administrators elected by participants of the pension entity.

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

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

In this sense, according to the decision stated in CVM Process No. 19957.000800/2024-35 33, the Collegiate Board's interpretation for the impediment of other shareholders other than the direct controller stems from the need to guarantee the effectiveness of the legal device, in order to prevent the controller from indirectly benefiting from a prerogative that the Law sought to attribute to the group of shareholders foreign to its influence.

It is noted that, as mentioned in the vote of Director Otávio Yazbek, within the scope of CVM Process No. RJ2009/13179 34, the impediment to vote is directed at the shareholder. It is then up to the chairperson to declare this impediment only in cases where the prohibition is evident. Thus, the chairperson of the meeting should only impede the vote of shareholders in the separate election if it remains evident, in each case, that there is decisive influence from the controller or sponsor on the voting decision of the complementary private pension entity.

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

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

CVM Resolution No. 70/22 fixes a scale reducing, according to the share capital, the minimum percentages of shareholding participation necessary for the request to install a fiscal council of a publicly-held 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 the general meeting, the installation of the fiscal council, observing the special quorum for installation provided for in CVM Resolution No. 70/22.

Once the installation is approved, the election of its members becomes mandatory 35. However, the percentage of shareholding participation for the separate election, referred to in paragraph 4, item "a", of Article 161 of Law No. 6,404/76, cannot be reduced by the CVM, as it does not fit into any of the hypotheses provided for in Article 291 of the same Law.

33 See https://conteudo.cvm.gov.br/decisoes/2024/20240618_R1/20240618_D3082.html.
34 See http://conteudo.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.html.
35 See http://conteudo.cvm.gov.br/decisoes/2007/20070710_R1/20070710_D16.html and http://conteudo.cvm.gov.br/decisoes/2008/20080311_R1/20080311_D01.html.

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

In this regard, in cases where (i) there are no non-controlling shareholders holding preferred shares; and (ii) minority holders of ordinary shares do not reach the percentage required for the separate election of a member of the fiscal council, CVM Understanding 36 holds that present shareholders, including the controller, may elect the fiscal council members by majority vote. The controlling shareholder is not obliged to participate in the election of fiscal council members in the aforementioned scenario, and if they do not, all council members will be elected by the votes of the other shareholders, regardless of their capital participation, since the Council will be installed (article 161, paragraph 2), making the election of its members mandatory (article 161, paragraph 4).

Thus, once the fiscal council is installed, the election of members becomes mandatory. Therefore, to facilitate the election, it is recommended to guide minority shareholders, administrators, and controllers to be prepared for this scenario at the assemblies.

Furthermore, it is worth highlighting the understanding issued by the CVM Collegiate Body in the meetings of 06.05.2008 37 and 23.09.2008 38 (CVM Process No. RJ2007/11086), stating 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, one member and their respective alternate for 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 convened to elect administrators or members of the fiscal council, companies registered in category A, to which said Resolution applies, must provide, at minimum, the information required for items 7.3 to 7.6 of the reference form, regarding candidates indicated or supported by management or controlling shareholders (see article 11 of CVM Resolution No. 81/22).

For their part, open companies registered in category B, in line with the provisions of article 135, item V, of Law No. 6.404/76 (in the case of EGA) and articles 22, item VII, and 34, item II, both of CVM Resolution No. 80/22, may send all documents necessary for the exercise of voting rights in 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 Body, emanated within the scope of CVM Process No. 19957.004466/2018-41 39, which, by majority, understood that the prohibitions of article 17, paragraph 2, of Law No. 13.303/16 are also applicable to candidates for the fiscal council of state-owned companies. Notwithstanding, at the present moment, an injunction decision of the Justice suspends the effects of said decision, in the concrete case.

36 See http://conteudo.cvm.gov.br/decisoes/2007/20070710_R1/20070710_D16.html and http://conteudo.cvm.gov.br/decisoes/2008/20080311_R1/20080311_D01.html.
37 See http://conteudo.cvm.gov.br/decisoes/2008/20080506_R1/20080506_D03.html.
38 See http://conteudo.cvm.gov.br/decisoes/2008/20080923_R1/20080923_D02.html.
39 See http://conteudo.cvm.gov.br/decisoes/2018/20180426_R1/20180426_D1021.html.

Still regarding the prohibitions provided for in the mentioned article 17, within the scope of CVM Process No. 19957.007271/2022-39 40, the SEP sent a consultation to the CVM Collegiate Body, in order to guide the market regarding the correct interpretation of the term “related area”, provided for in the requirement of letter “a” of article 17 of Law No. 13.303/16, at which time the Collegiate Body manifested itself in the following way:

(i) the reference to the term “related area”, contained in letter “a” of item I of article 17 of the State-Owned Companies Law, refers to 10 (ten) years of experience in a position with “duties” that resemble or equate to the functions that will be exercised in the position to which they were appointed; (ii) the State-Owned Companies Law demands that the competencies previously acquired by the potential candidate for the position on the board of directors and/or executive board must have nexus and be related to the expertises that will be required of the professional who comes to occupy such positions in state-owned companies; (iii) the verification of experience in “duties” similar or equivalent depends on an analysis of the concrete case, without necessarily being required prior experience in (a) companies with a social object similar or connected to the social object of the mixed-economy society or (b) companies of equivalent size; (iv) casuistic interpretation tends to be, on the one hand, more rigorous regarding candidates for acting in positions or functions that require specific expertises, technical and sectoral knowledge; and, on the other hand, more flexible in the case of indication for positions or functions that require less sectoral expertises; (v) during the work of verifying the candidate’s experience in “duties” similar or equivalent, the eligibility committee and the CVM, depending on the concrete case, may take into consideration, for example, (a) the distinction between functions of members of the board of directors and members of the executive board, (b) the possible relationship between the need for experience in end activities of the company, which depend on technique on the specific market segment, and the “duties” of the indicated position; and (c) the possible difference of “duties” between professionals who act in companies of different “size”; and (vi) finally, in the reflections for the casuistic verification of the connection between previous experiences and the expertises that will be required of the officeholder, the intention of the State-Owned Companies Law must be taken into account in the sense of improving and enhancing the corporate governance rules of state-owned companies, in order for the administration bodies to be occupied by professionals with the capabilities and aptitudes necessary for the positions that will be exercised by them.

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

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

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

It is worth highlighting the understanding of the CVM Collegiate Body in response to the SEP consultation appreciated in a meeting of 21.01.2020 41 (CVM Process No. 19957.006786/2018-35), in the sense that minority shareholders linked to the controller or under its decisive influence cannot request the inclusion, nor contribute with their shares to, together with other shareholders, make up the minimum percentage necessary for the inclusion, in the remote voting bulletin, of candidates to compete for vacancies on the board of directors and the fiscal council to be filled in a separate election reserved for minority shareholders.

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

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

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

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 at least 3 (three) and at most 5 (five) members, and alternates in equal number, shareholders or not, elected by the general assembly.

In case of resignation of an alternate member of the fiscal council, considering the provisions of paragraph 1 of article 161 of Law No. 6.404/76, the company must convene an extraordinary general assembly to elect a new alternate member for the fiscal council, thus maintaining an alternate duly sworn in for each titular 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 titular and alternate members in equal number, since the indication of the alternate member is necessary to prevent the hypothesis of absence of the titular member, avoiding that shareholders are unable to exercise their fundamental right of supervision, provided for in article 109, item III, of Law No. 6.404/76, through their elected representative.

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

7.1.5 Election of members of the board of directors
Law No. 6.404/76 establishes, as a rule, the election of members of the board of directors by absolute majority (article 129), being elected those who gather the largest number of votes of those present at the assembly. To ensure, however, the proportional character of the filling of the board of directors positions, the Law created two other electoral mechanisms that confer to minorities holding 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 mechanism of separate election provided for in paragraph 4 of article 141, in which the majority of holders may elect one member and their alternate, excluding the controlling shareholder:
(i) of shares issued by an open company with voting rights, representing at least 15% (fifteen percent) of the total shares with voting rights; and (ii) of preferred shares without voting rights or with restricted voting rights issued by an open company, representing at least 10% (ten percent) of the share capital.

According to guidance contained in the vote of President-Director 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 said body may be composed of a variable number of members, it is up to the general assembly to determine the exact number of counselors 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 assembly, the number of members it indicates, or are indicated by the controlling shareholder, to compose the board of directors; b) it is recommended, to facilitate the understanding and mobilization of shareholders, that management also presents in the proposal the possible scenarios of composition of the council according to the voting systems that may be adopted (majority vote, multiple vote, and separate voting); and c) management must include, as an item of the agenda, the deliberation on the fixing of the exact number of members that will compose the board of directors.

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

In the same line, the CVM Collegiate Body understands it is important to reinforce that, procedurally, if in the same assembly there is adoption of the multiple voting system cumulated with a request for separate voting, the election of counselors according to the latter system must be prior to the election by multiple vote, because only after the realization of the separate voting will it be possible to identify the number of remaining vacancies and, thus, calculate the coefficient of the multiple vote.

The CVM Collegiate Body, in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and RJ2013/4607) 42, understood that treasury shares must be excluded from the total number of shares or the total number of shares with voting rights, as the case may be, for the purpose of calculating the percentages indicated in article 141, paragraphs 4 and 5, of Law No. 6.404/76.

Within the scope of Process 19957.004239/2022-00 43, the CVM Collegiate Body, in discussion initiated on 08.08.2023 and finalized on 05.12.2023, by majority, understood that “the expression of will to install the college for separate election of the member of the council and their alternate, indicated by the minorities, is a logical presupposition and requirement for the subsequent option to aggregate votes for purposes of reaching the combined quorum of paragraph 5 of article 141 of the LSA”.

Thus, for the shareholder to opt to aggregate their votes with those of shareholders of other classes (article 141, paragraph 5, of Law No. 6.404/76), they must also, in the remote voting bulletin, request the separate election in accordance with article 141, paragraph 4, items I and II, of Law No. 6.404/76.

Article 239 of Law No. 6.404/76 further ensures to the minority the right to elect one of the members of the board of directors, if a larger number does not fall to them by the multiple voting process, in mixed-economy societies.

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

For this reason, the SEP understands that the interpretation that CVM has been making in Advisory Opinion CVM No. 19/90 and in sanctioning processes regarding participation in the separate election provided for in article 161, paragraph 4, of Law No. 6.404/76 (see item 7.1.4) also applies to the separate election of article 141, paragraphs 4 and 5, of Law No. 6.404/76, as well as to article 239 of that Law.

The prerogative of election of members of the board of directors established in these devices belongs to minority or preferred shareholders whose will cannot be determined, directly or indirectly, by the controlling shareholder or by entities in which he, directly or indirectly, exercises decisive influence. In this sense, see the decision of the CVM Collegiate Body issued in PAS CVM No. 11/12, in a judgment session held on 02.12.2014 44.

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

The SEP understands that the understanding established in the vote of President-Rapporteur Marcelo Trindade in PAS CVM No. 07/05 45 (see item 7.1.4) also applies to elections of members for the board of directors dealt with in articles 141, paragraphs 4 and 5, and 239 of Law No. 6.404/76. Thus, in the analysis of the existence of decisive influence of the controller over the other shareholders of the company, for purposes of verifying the classification of these as minorities holders of the right to participate in the separate election, the governance structure of each shareholder will be taken into account, mainly.

In this aspect, it is worth noting the vote of President-Rapporteur Marcelo Barbosa in PAS 19957.011244/2019-65 46, in a judgment session held on 14.07.2020, which brings understanding in the sense that, in the specific case of pension entities, “according to the reiterated position of this Collegiate Body, participation in separate elections of pension entities, whose majority of administration is appointed by its sponsor, is not permitted, unless such entity possesses governance mechanisms that prevent the sponsor from influencing, directly or indirectly, the decision on the choice of the candidate”.

Notwithstanding, regardless of whether it is a matter of pension entities, for purposes 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, may lead to the conclusion that the mentioned influence of the controller is not present.

This understanding is clear when, still in the judgment of PAS 19957.011244/2019-65, the Rapporteur-President 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 minority shareholder’s positions 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 strengthen the factual-probative set”.

It is emphasized that, as mentioned in the vote of Director Otávio Yazbek, within the scope of CVM Process No. RJ2009/13179 47, the impediment to vote is directed to the shareholder. It is then up to the president of the table to declare this impediment only in cases where the prohibition remains evident. Thus, the president of the assembly table should only impede the vote of shareholders in the separate election if it remains evident, in each case, that there is decisive influence of the controller or sponsor on the voting decision of the 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 assembly (leaving, even, recorded in the respective minutes) to the understanding emitted by the SEP in this Circular Letter, in the sense that it is up to each complementary private pension entity to evaluate if its vote, to some extent, suffers influence from the controlling shareholder and, if it decides to vote in the separate election, it must be able to present, if questioned after the assembly, elements that allow demonstrating that there was no said influence.

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

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 election of board of directors members by non-controlling shareholders, it is emphasized that in the meeting held on 11.04.2006 48, the CVM Collegiate decided to maintain the interpretation of Article 141, paragraph 5, of Law No. 6,404/76 given in the meeting of 08.11.2005 (CVM Process No. RJ2005/5664) 49, which, in cases where the company has only issued shares with voting rights, those holding at least 10% of the total voting shares, excluding the controlling shareholder, 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.

In cases where a shareholder requests the adoption of the multiple voting procedure for the election of board members, attention is called to the possibility that this shareholder may withdraw the request at any time, including during the assembly itself, as decided in CVM Process No. 19957.003630/2018-01 50. Therefore, it is recommended that shareholders interested in election through multiple voting submit their own requests for the adoption of such procedure, regardless of similar previous requests made by other shareholders.

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

Article 239 of Law No. 6,404/76, specifically aimed at mixed-capital companies, allows holders of non-controlling ordinary shares in these companies, regardless of their shareholding participation, to elect one board member, if a larger number does not fall to them through the multiple voting process provided for in Article 14 of the Law. Thus, the application of Article 239 depends initially on verifying the number of board members that ordinary share holders will be able to elect through the multiple voting process.

The CVM Collegiate decided, in a meeting held on 07.04.2015 (RJ2014/4375) 51 that, in mixed-capital 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 rule over the general determination.

However, since it is specifically directed to holders of 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 their alternate, in the form of Article 141, paragraph 4, item II, of Law No. 6,404/76, although paragraph 5 of Article 141 of Law No. 6,404/76 remains inapplicable, given that minority shareholders with voting rights would have already participated in the election referred to in said Article 239, making it impossible 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 cases of ineligibility for administrative positions, including those provided for in special law. In this regard, and specifically regarding the situation of open mixed-capital companies, attention is called to the cases of ineligibility provided for in Article 17, paragraph 2, of Law No. 13,303/16. 48 See http://conteudo.cvm.gov.br/decisoes/2006/20060411_R1/20060411_D03.html. 49 See http://conteudo.cvm.gov.br/decisoes/2005/20051108_R1/20051108_D02.html. 50 See http://conteudo.cvm.gov.br/decisoes/2018/20181009_R1/20181009_D1053.html. 51 See https://conteudo.cvm.gov.br/decisoes/2015/20150407_R1/20150407_D9116.html.

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 regard, in addition to observing, in the election of their own administrators, the cases of ineligibility provided for in such device, according to the Collegiate's understanding in CVM Process No. 19957.008923/2016-12 52, mixed-capital companies must also refrain from indicating persons fitting these cases for positions in companies in which such mixed-capital companies are investors.

Additionally, according to the Collegiate's understanding in CVM Process No. 19957.011269/2017-05 53, 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, considering the position of the SEP established within CVM Process No. 19957.004086/2019-97, a mixed-capital company created within the state scope, despite being controlled by a state member of the Union, cannot indicate for administrative positions in its investments State Ministers, municipal secretaries, or blood and affinity relatives of these persons up to the third degree.

It is highlighted that the indication and election of high-level public agents of the Federal Executive Branch to boards of directors of open companies in the private sector are subject to the principles of Law No. 12,813/13 (“LCI”). Given that the LCI provides for the competence of the Public Ethics Commission, established within the Federal Executive Branch, and the Comptroller General of the Union, as applicable, to (i) “authorize the holder of a position or employment within the Federal Executive Branch to exercise private activity [and exempt those who have held a position or employment within the Federal Executive Branch from complying with the impediment referred to in item II of Article 6], when the non-existence of a conflict of interest or its irrelevance is verified”; and (ii) “express an opinion on the existence or non-existence of a conflict of interest in consultations submitted to them” (Article 8, items IV, V, and VI), it is recommended that, if there are candidates for positions in their administration subject to the regime of said Law, authorization or the result of a consultation issued by the Public Ethics Commission or the Comptroller General of the Union, as applicable, be requested from these persons for investment in their positions, in addition to the self-declaration.

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 by the date of publication of the first call announcement, unless 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 audit committee, the company must provide, at minimum, the information required for items 7.3 to 7.6 of the reference form, regarding the candidates nominated or supported by the administration or controlling shareholders (see items 3.4.2.1 and 4.2.2.1). 52 See http://conteudo.cvm.gov.br/decisoes/2016/20161227_R1/20161227_D0476.html. 53 See http://conteudo.cvm.gov.br/decisoes/2018/20180105_R1/20180105_D0870.html.

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 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 voting rights 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 Article 7, item II, of CVM Resolution No. 81/22, companies must disclose information about candidates for the board of directors and audit committee proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by the administration or controlling shareholders by virtue of Article 11 of CVM Resolution No. 81/22.

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

The suggested form of disclosure is through the Empresas.NET System, in the category “Notice to Shareholders”, type “Other Notices”, including in the subject that it concerns the indication of candidates for board of directors/audit committee members presented by minority shareholders.

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

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

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

It is also worth highlighting the understanding of the CVM Collegiate in response to the SEP consultation appreciated in a meeting on 21.01.2020 (CVM Process No. 19957.006786/2018-35) 54, to the effect that minority shareholders linked to the controller or under its decisive influence cannot request the inclusion, nor contribute with their shares to, together with other shareholders, make up the minimum percentage necessary for inclusion, in the remote voting bulletin, of candidates to compete for seats on the board of directors and the audit committee to be filled in a separate election reserved for minority shareholders.

Regarding the action of board members elected as representatives of employees of mixed-capital companies, the decision of the CVM Collegiate, recorded within CVM Process No. 19957.011059/2019-71 55, in a meeting held on 22.09.2020, to the effect that these members would be barred from acting in board deliberations concerning the company's or its subsidiary's privatization process, notably because, in accordance with Law No. 12,353/10, they cannot intervene “in any social operation in which they have an interest conflicting with that of the company” and in “discussions and deliberations on matters involving union relations, remuneration, benefits and advantages, including matters of supplementary pension and assistance.” 54 See http://conteudo.cvm.gov.br/decisoes/2020/20200121_R1/20200121_D1112.html. 55 See https://conteudo.cvm.gov.br/decisoes/2020/20200922_R1/20200922_D1879.html.

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 highlighted that the changes promoted sought to regulate the legal provisions introduced by Law No. 14,195, of 26.08.2021, in Law No. 6,404/76, notably regarding 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 holding the positions of board chairman and managing director or chief executive of the company; and (b) establish the terms and deadlines for the mandatory participation of independent directors on the board of directors of open companies. Such regulation was promoted with the inclusion of Annex K in CVM Resolution No. 80/22.

Article 4 of Annex K prohibits holding the positions of board chairman and managing director or chief executive of the company, and, following the provision of paragraph 4 of Article 138 of Law No. 6,404/76, exempts, in its sole paragraph, the application of this prohibition in companies with consolidated gross revenue below R$ 500,000,000.00 (five hundred million reais).

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

Paragraph 2 of Article 6 indicates, taking the Novo Mercado regulation as a basis, the conceptual and general elements that must be considered in the evaluation of directors' independence. Paragraph 1 of Article 6 establishes the objective cases in which a director is or is not considered independent.

Article 7 establishes that the characterization of the candidate for the board of directors as an independent director must be deliberated by the general meeting. The sole paragraph of the same article provides that the general meeting will not deliberate on the classification of a candidate for the board of directors as an independent director in the following situations: (a) when the nomination does not meet the deadline for inclusion of candidates in the remote voting bulletin; and (b) in separate votes in companies with a controlling shareholder.

Upon taking office, the board member of an open company must, in addition to signing a term of office, present a declaration in a specific instrument, which will be archived at the company's headquarters, in accordance with Article 2 of Annex K of CVM Resolution No. 80/22. Furthermore, the shareholder who submits to the general meeting the indication of a board member must, in the same act, present a copy of the instrument of declaration referred to in Article 2, or declare that they have obtained from the candidate information that they are in conditions to sign such instrument, indicating any reservations, observing the provision of paragraph 1.

According to Article 150 of Law No. 6,404/76, in the event of a vacancy in the position of director (whether independent or not), unless otherwise provided by the bylaws, the substitute will be appointed by the remaining directors and will serve until the first general meeting.

Thus, in the event of a vacancy resulting from the resignation of an independent board member, it is understood that the chosen substitute must also meet the requirements established in Articles 6 and 7 of Annex K to CVM Resolution No. 80/22.

In case of non-compliance with the above, without prejudice to other administrative sanctions potentially applicable, it is understood that the company's administrators may be liable for violations of Articles 140, paragraph 2, and 150 of Law No. 6,404/76, as well as the sole paragraph of Article 5 of Annex K to CVM Resolution No. 80/22.

7.1.6 Plural Voting
The adoption of plural voting, authorized by the legal provisions introduced into Law No. 6,404/76 by Law No. 14,195/21, enables joint-stock companies to eliminate the general rule previously established regarding the relationship of one vote per share in shareholders' meetings.

For open companies, the adoption of such 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) half, at minimum, of the total votes conferred by shares with voting rights; and (ii) half, at minimum, 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 said 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 by Law or 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 operations are also prohibited: (i) merger, incorporation of shares, and merger between an open company that does not adopt plural voting and a company that adopts plural voting; and (ii) spin-off of an open company that does not adopt plural voting to constitute a new company with the adoption of plural voting.

CVM Resolution No. 168/22 added Section IV to CVM Resolution No. 80/22 to address this topic.

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

7.2 Remote Voting – CVM Resolution No. 81/22
7.2.1 Scope of CVM Resolution No. 81/22
Currently, CVM Resolutions No. 80/22 and 81/22 regulate the participation and remote voting of shareholders in general meetings of open companies, in order to facilitate participation in the assembly and the exercise of certain rights by non-controlling shareholders.

CVM Resolution No. 81/22 is restricted to open companies registered in Category A, authorized by a market administrator entity to trade shares on a stock exchange, and that have shares or depositary receipts of shares in circulation, thus considered all shares issued by the company, with the exception of those owned by the controller, persons linked to him, the company's administrators, and those held in treasury.

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 said norm.

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

In line with the provisions of Subsection I of Section I of Chapter IV of CVM Resolution No. 80/22 – “Content and Form of Information”, the company must inform that it will adopt the remote voting procedure provided for in CVM Resolution No. 81/22 in the call notice of the respective general meeting.

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

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

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

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

Thus, the remote voting bulletin seeks to function not only as a voting instrument, but also as an articulation tool among shareholders.

SECURITY 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

The remote voting ballot is an electronic document whose format reflects Annex M of CVM Resolution No. 81/22 and must contain (i) all matters on the agenda of the shareholder meeting to which it refers; (ii) guidance on the possibility of direct submission to the company and mention of the possibility of using authorized service providers; (iii) guidance on its submission by mail or electronically, when the shareholder wishes to send it directly to the company; and (iv) guidance on the formalities necessary for a vote sent directly to the company to be considered valid.

The description of matters to be deliberated in a meeting in the remote voting ballot must be drafted in clear, objective language that does not mislead the shareholder, and may include links to web pages where the proposals are described in more detail, observing the other provisions of Article 32 of CVM Resolution No. 81/22 on the subject.

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

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

It is recommended that, in the initial considerations of the meeting participation manual, companies include the most important observations regarding voting. These initial fields should be used not only to inform deadlines and submission addresses, but also any other important information regarding agenda items.

The remote voting ballots must be generated in the Corporate Intelligence Central System - CICORP for each meeting that uses the chain for collecting and transmitting voting instructions. In the event of an Ordinary General Meeting (AGO) and an Extraordinary General Meeting (AGE), the "AGO" and "AGE" meetings must be registered separately in CICORP, generating two separate ballots.

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

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

The ballot may be reissued by the company (Article 26, paragraph 3):
(i) up to 20 (twenty) days before the date scheduled for the holding of the meeting for the inclusion of candidates nominated for the board of directors and the fiscal council in the manner of Article 37; 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 corporate bylaws.

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

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

It is prohibited for the company to reorder, renumber, or in any way reorganize items of the ballot that may mislead the shareholder regarding the matters to be deliberated, as provided in paragraph 3-A of Article 26 of the Resolution.

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

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

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

The remote voting ballot must give the shareholder the option to request the installation of the fiscal council, in accordance with Article 161 of Law No. 6.404/76, when the company does not have a permanently operating fiscal council.

If, upon the holding of the meeting, there are no candidates for the fiscal council, the request for the installation of the fiscal council formulated through the remote voting ballot becomes ineffective.

Shareholders who wish may, in accordance with Article 37 of CVM Resolution No. 81/22, request the inclusion of proposals in the remote voting ballot of (i) candidates for the board of directors and the fiscal council of the company and (ii) matters to be deliberated at the ordinary general meeting, for which the participation percentages provided for in Annex N and Annex O of CVM Resolution No. 81/22 must be observed, respectively.

In these cases, within 3 (three) business days, the company must inform the requesters that it will include in the remote voting ballot the proposals received from shareholders or indicate the complete list of reasons why such request does not meet regulatory requirements, including cases where the requests were received outside the deadlines regulated by CVM Resolution No. 81/22 (Article 39 of 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 said Resolution.

In the specific case of nomination of candidates for the board of directors and the fiscal council of the company, in accordance with Article 37, paragraph 1, item I, of CVM Resolution No. 81/22, the request must be received by the Investor Relations Director, in writing and in accordance with guidelines contained in the convening notice, within the following deadlines:
a) in the period between the first business day of the fiscal year in which the general 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) in the period between 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 holding of the meeting, in the case of an extraordinary general meeting convened for this purpose.

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

To comply with paragraphs 2 and 3 of Article 37 of CVM Resolution No. 81/22, the company must disseminate the date of holding of the general meetings through 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.

Alternatively, for the purpose of complying with the provision of paragraph 2 of Article 37 of CVM Resolution No. 81/22, the issuer may disseminate the scheduled date for holding the ordinary general meeting in its corporate events calendar, to be also disseminated through the Empresas.NET System, provided that this document is presented within the first 15 (fifteen) days of the fiscal year.

In this sense, in accordance with paragraph 2 of Article 37 of CVM Resolution No. 81/22, if the company does not disseminate 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 dissemination of the date of occurrence of a meeting and the deadline for sending proposals by shareholders, the company must grant a reasonable deadline for shareholders to exercise this right.

This reasonableness is expressly provided for in the case of alteration 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 disseminating the date of any meeting in which the remote voting mechanism will be used, regardless of whether there has been an alteration of the initially disseminated date or not.

As occurs with the dissemination of the remote voting ballot by companies, proposals for the inclusion of deliberations made by shareholders must contain the description of the matters to be deliberated in clear, objective language that does not mislead, and may also include links to web pages 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 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 holding of the general meeting, by written communication from the respective proposers, addressed to the Investor Relations Director of the company, in which case the votes that have already been granted to the revoked proposal will be disregarded.

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

In line with the decision of the CVM Collegiate in the meeting of 21.01.2020, regarding CVM Process No. 19957.006786/2018-35 56, it is prohibited for minority shareholders affiliated with the controlling shareholder or under its decisive influence to request the inclusion, or contribute their shares to, jointly 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 an election separately reserved for minority shareholders.

It is important to emphasize that the deadlines provided for in CVM Resolution No. 81/22, regarding the remote voting mechanism, take into account calendar days (with the exception of those that the norm itself expressly provides that the deadline is counted in business days), including weekends and national holidays in the count, so that companies must take into account the end terms of said deadlines for establishing the dates of meetings in which remote voting will apply.

Furthermore, in the case of a second call, the deadlines provided for in CVM Resolution No. 81/22 are not altered, with all deadlines established for the first call of the meeting in question being maintained.

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

The CVM Specialized Prosecutor's Office (PFE), within the scope of CVM Process No. 19957.003377/2020-00, stated that "from the reading of Provisional Measure No. 2.200-2, of 25.08.2001, it is verified that the Brazilian Public Key Infrastructure, more commonly designated by the acronym ICP-Brasil, is a Brazilian national digital certification system, which was instituted by the Provisional Measure to guarantee the authenticity, integrity, and legal validity of documents in electronic form, of support applications and of enabled applications that use digital certificates, as well as the realization of secure electronic transactions."

In this sense, companies must not require, from shareholders who wish to vote remotely, manifestation and delivery of physical documents to ratify the electronic transmission of the documents mentioned in the convening notice of the meeting, in accordance with paragraph 1 of Article 6 of CVM Resolution No. 81/22.

In accordance with Article 30-A of CVM Resolution No. 81/22, the availability of the remote voting ballot is waived when the following conditions are cumulatively verified:
I – the most recent ordinary general meeting of the company has been held timely; II – in the most recent ordinary general meeting and in other shareholder meetings held since then, the company:
a) has timely made available the remote voting ballot or has not done so because it was already exempt from doing so under the terms of this article; and b) has received through the remote voting ballot votes corresponding to shares representing less than 0.5% (zero point five percent) of the share capital; III – up to the moment of convening the meeting in which the company intends to avail itself of the exemption provided for in this article, no request for inclusion in the ballot of candidates or proposals has been received, in accordance with Article 37; IV – the company has convened the meeting in which it intends to avail itself of the exemption provided for in this article at least thirty days in advance, expressly indicating the intention not to make available the remote voting ballot, and has not been timely notified of opposition by shareholders, in accordance with paragraph 1 of Article 37; and V – no public offering of distribution of shares issued by the company has occurred since the most recent ordinary meeting.

Paragraph 1: Shareholders holding 0.5% (zero point five percent) or more of the share capital may oppose the exemption provided for in the caput through written manifestation addressed to the Investor Relations Director, up to twenty-five days before the date of holding of the meeting.

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

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

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 for adopting remote voting in shareholder meetings of joint-stock companies registered with the CVM in category A and authorized by a market administrator entity to trade shares on a stock exchange that have shares in circulation, did not alter the rights of minority ordinary and preference shareholders provided for by Law.

Paragraphs 4 and 5 of Article 141 of Law No. 6.404/76 provide that:
§ 4. Shall have the right to elect and remove one member and his 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 of shares with voting rights; and II – of preference 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 conformity with Article 8.

§ 5. If it is verified that neither the holders of shares with voting rights nor the holders of preference shares without voting rights or with restricted voting rights have made up, respectively, the quorum required in items I and II of § 4, they shall be entitled to aggregate their shares to jointly elect one member and his alternate for the board of directors, observing, in this case, the quorum required by item II of § 4.

It should be highlighted that the legal provisions mentioned deal with the quorum necessary for the separate election to take place. During the course of the meeting, once the quorum is reached, by complying with the requirements of items I and II of paragraph 4 or of paragraph 5, the indication of candidates for minority ordinary and/or preference shareholders will proceed, if they have not been previously indicated.

Therefore, the remote voting ballot must offer the preference shareholder the option to aggregate their votes with those of minority ordinary shareholders for the purpose of reaching the quorum necessary for the separate election, as permitted by paragraph 5 of Article 141 of Law No. 6.404/76.

Thus, it is recommended that, due to the impossibility of inserting into the remote voting ballot the issue regarding item 20 of Annex M of CVM Resolution No. 81/22 due to the absence of candidates indicated by preference shareholders, the company should present to preference shareholders, through Simple Question or Simple Deliberation, the issue "If it is verified that neither the holders of shares with voting rights nor the holders of preference 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 wish for your vote to be aggregated with the votes of shares with voting rights in order to elect for the board of directors the candidate with the highest number of votes among all those that, appearing in this remote voting ballot, compete in the separate election? [ ] Yes [ ] No [ ] Abstain".

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 context of CVM Process No. 19957.004239/2022-00 57, the CVM Collegiate Body, in a discussion initiated on 08.08.2023 and concluded on 05.12.2023, by majority vote, understood that “the manifestation of will to install the collegiate body for the separate election of the board member and their substitute, indicated by minority shareholders, is a logical presupposition and requirement for the subsequent option to aggregate votes for the purpose of achieving the combined quorum of paragraph 5 of Article 141 of the LSA.” Thus, for a shareholder to opt to aggregate their votes with those of shareholders of other classes (Article 141, paragraph 5, of Law No. 6.404/76), they must also, in the remote voting ballot, request the separate election in accordance with Article 141, paragraph 4, items I and II, of Law No. 6.404/76. Regarding the fixation of the number of board members in the remote voting ballot Issuers whose bylaws establish a variable number of board members generally disclose, in their proposal for the assembly, (i) the number of members they indicate, or are indicated by the controlling shareholder, to compose the board of directors, and (ii) as an item on the agenda, the deliberation on fixing the exact number of members. Nevertheless, cases were identified where this deliberation regarding the fixation of the number of board members was not included in the remote voting ballot. On this matter, considering the current format of the remote voting ballot, it is recommended that the issuer include a simple deliberation, so as to submit to the assembly the matter contained in the administration's proposal. As a result of this recommendation, it is suggested that companies include in the remote voting ballot the type of deliberation “election of the board of directors” by slate or by candidate only if there is an indication of names. It is recommended that issuers highlight in the remote voting ballot which candidates are members of the independent board of the company, in line with the identification already performed in the administration's proposal.
7.2.4 CICORP System and Integration with the Empresas.NET System
The CICORP system was developed as a means to create and send the remote voting ballot in a structured manner.
This system is integrated with the Empresas.NET System, such that, at the moment the company closes the filling of the ballot via CICORP, it will be automatically transmitted via the Empresas.NET System. This transmission will also occur in the case of resubmission.
However, if the company needs to cancel the ballot, the cancellation must be done in both the CICORP system and the Empresas.NET System.
The alteration of the remote voting ballot up to 20 (twenty) days before the assembly may be made without any request for release or authorization from either the CVM or B3.
57 See https://conteudo.cvm.gov.br/decisoes/2023/20231205_R1/20231205_D2899.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br From the 19th day onwards, the alteration of the ballot in the CICORP system can only be carried out through the formalization of a request for access release to B3. It is emphasized that, according to item II of paragraph 3 of Article 26 of CVM Resolution No. 81/22, the remote voting ballot may 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 regulation or the bylaws. On 23.02.2022, the SEP published Circular Letter No. 1/2022-CVM/SEP (which can be accessed via the link https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0122.html), which deals with (i) the availability of a version of standardized questions in the system, in accordance with CVM Instruction No. 481/09 (in force at the time), enabling the Portuguese-English translation of the ballot; and (ii) the distribution of votes, in 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 instructions for filling out the remote voting ballot to their custodians, to the financial institutions contracted by the companies to provide securities registration services, or to the central depository where their shares are deposited.
Conflicting voting instructions are considered those sent by the same shareholder who, regarding the same deliberation, has voted in different directions in voting ballots delivered through different service providers, as provided for in paragraph 1 of Article 44 of CVM Resolution No. 81/22.
In accordance with Article 48, paragraph 5, item I of CVM Resolution No. 81/22, if a shareholder, having sent a remote voting ballot by any means, attends the assembly 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 company should compute the vote cast in person. In accordance with item 2, of the “a” clause of item II of Article 44 and the “b” clause of item I of Article 45 of CVM Resolution No. 81/22, the central depository and the registrar, respectively, must send to the company, up to 48 hours before the date of the assembly, the summary map of the shareholders' voting instructions, identifying how many approvals, rejections, or abstentions each deliberated matter received and how many votes each candidate or slate received. The company must publish, up to 24 (twenty-four) hours before the assembly, via the Empresas.NET System (category “Assembly”, type AGO, AGE or AGOE”, species “Summary Map of the Central Depository”, “Summary Map of the Registrar” and “Summary Map of votes sent directly to the company”) and on its website, the summary voting maps received from the central depository, the registrar, and the votes sent directly to the company, as established in Article 46-B of CVM Resolution No. 81/22.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br Furthermore, as provided for in the caput of Article 46-C, of CVM Resolution No. 81/22, until the start of the assembly, the company must consolidate, making the necessary reconciliations and rejecting conflicting voting instructions, in accordance with Article 44, paragraphs 1 and 2: (i) the analytical maps of the central depository, the registrar, and the votes sent directly to the company, resulting in a consolidated analytical map of remote voting instructions “consolidated analytical map”; and (ii) the summary maps of the central depository, the registrar, and the votes sent directly to the company, resulting in a consolidated summary map of remote voting instructions, which identifies how many approvals, rejections, or abstentions each deliberated matter received and how many votes each candidate or slate received consolidated summary map, which must be available for shareholder consultation at the assembly. It is worth noting that the company that publishes, up to 24 (twenty-four) hours before the assembly, the consolidated summary map, referred to in Article 46-C of CVM Resolution No. 81/22, item II, via the Empresas.NET System, category: “Assembly”, type “AGO, AGE or AGOE”, species “Consolidated Summary Map”, and on its own website, is exempt from publishing the summary maps provided for in items I to III of Article 46-B of CVM Resolution No. 81/22. Companies that are provisionally 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, via the Empresas.NET System, the summary map of the registrar, as provided for in Article 46-B, item II, of CVM Resolution No. 81/22. If there is no exercise of remote voting through service providers (custodians, registrar, and central depository), the company must send, via the Empresas.NET System, using the corresponding Association, a document that specifies that there was no exercise of remote voting through service providers (registrar and/or central depository).
7.2.6 Remote voting exercised directly by the company
As provided for in item I of Article 27 of CVM Resolution No. 81/22, the shareholder may send the remote voting ballot directly to the company, by postal or electronic means, observing, if any, the guidelines contained in the call announcement or other documents and information made available to shareholders.
Regarding the formalities to be required by companies for shareholder identification, CVM Resolution No. 81/22 did not delimit a specific list of documents, leaving it to the company to specify these formalities, which, however, must not unjustifiably impede participation in the assembly by the shareholder through remote voting.
With regard to voting ballots from shareholders received directly, the company must notify the shareholder, within 3 (three) days of its receipt: (i) the receipt of the remote voting ballot, as well as that the ballot and 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 accompanying documents, describing the procedures and deadlines necessary to regularize the vote (Article 46 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 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 remote voting instructions is still in effect, the company must inform the shareholder of the inconsistencies found in the ballot and grant the shareholder the possibility of rectification. If the said deadline has already expired, the company should compute the items that were filled out correctly and reject the specific items where problems with the filling were found. The company must compile the voting instructions it received directly and produce (i) the analytical map of votes sent directly to the company; and (ii) the summary map of votes sent directly to the company, which identifies how many approvals, rejections, or abstentions each deliberated matter received and how many votes each candidate or slate received, as provided for in Article 46-A of CVM Resolution No. 81/22. The above maps must consider the shareholder position of each shareholder relative to the base date of the analytical maps of the central depository and the registrar. It is recalled that, even if, in case there was no exercise of remote voting, the company must send, via the Empresas.NET System, in the corresponding associations and within the deadlines provided for in CVM Resolution No. 81/22, a document that specifies that there was no exercise of remote voting.
7.2.7 Calculation of votes in the general assembly
The shareholder who uses remote voting and whose voting ballot has been considered valid, or who has registered their presence in the remote participation electronic system provided by the company, must be considered present at the respective assembly and signatory of its minutes, in accordance with paragraph 1 of Article 47 of CVM Resolution No. 81/22. In the event of an AGO/E, although the assemblies take place on the same day, their respective quorums (AGO and AGE) must be counted separately. Thus, a shareholder who may only fill out the ballot generated for the AGO, but not for the ballot generated for the AGE, must have their presence counted only in the AGO, the same rationale applying to one who casts votes in the remote voting ballot regarding the AGE and does not fill out the AGO voting ballot. Paragraph 1 of Article 48 of CVM Resolution No. 81/22 provides that the voting instruction from a specific CPF or CNPJ must be attributed to all shares held by that CPF or CNPJ, according to the shareholder positions provided by the registrar, on the date of the assembly. Furthermore, in case of discrepancies between the remote voting ballot received directly by the company and the voting instruction contained in the registrar's analytical map, the voting instruction from the registrar must prevail in the calculation of votes to the detriment of those received directly by the company, as provided for in paragraph 2 of Article 48 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 As provided for in the caput of Article 46-C of CVM Resolution No. 81/22, until the start of the assembly, the company must consolidate, making the necessary reconciliations and rejecting conflicting voting instructions, in accordance with Article 44, paragraphs 1 and 2: (i) the analytical maps of the central depository, the registrar, and the votes sent directly to the company, resulting in a consolidated analytical map of remote voting instructions, “consolidated analytical map”; and (ii) the summary maps of the central depository, the registrar, and the votes sent directly to the company, resulting in a consolidated summary map of remote voting instructions that identifies how many approvals, rejections, or abstentions each deliberated matter received and how many votes each candidate or slate received, which must be available for shareholder consultation at the assembly. Regarding the method of calculating votes in the general assembly, in accordance with paragraph 5 of Article 48 of CVM Resolution No. 81/22, remote voting instructions from shareholders (i) or representatives of shareholders who, attending physically to the assembly, request to exercise the vote in person; (ii) who have opted to vote through an electronic system provided by the company, in the form of item II of paragraph 2, of Article 28 of CVM Resolution No. 81/22; and (iii) who are not eligible to vote in the assembly or in the respective deliberation, must be disregarded. In this sense, the company must compute votes, in accordance with Article 48 of CVM Resolution No. 81/22, as follows: (i) the consolidated analytical map; and (ii) the voting manifestations presented by shareholders present at the assembly. It is recalled that CVM Resolution No. 81/22 provides rules for rounding percentages when calculating votes from remote voting ballots, notably in issues involving the distribution of votes in case the election occurs by multiple voting. The rule defined that equal distribution will consider the division of 100% among the chosen candidates up to the first two decimal places, without rounding, and that fractions of shares calculated from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure. Paragraph 1 of Article 48 of CVM Resolution No. 81/22 does not provide a cutoff date for the calculation of shareholders eligible to participate in the assembly. There was no change in this regard to the procedures normally applied in the assembly, which must continue to observe the provisions of Article 126 of the Corporate Law. Thus, if a shareholder sells shares between the date of transmission of the voting instruction (remote voting ballot) and the date of the assembly, only the votes of the shares that remain in their ownership should be computed, and it
is the company's responsibility to verify this balance at the time of the assembly. As provided for in item I, of paragraph 6, of Article 48 of CVM Resolution No. 81/22, by the next business day following the date of the assembly, the company must publish via the Empresas.NET System, category “Assembly”, type “AGO, AGE or AGOE”, species “Final Summary Voting Map”, and on its own website, consolidating the votes cast remotely and the votes cast in person, as calculated in the assembly, identifying how many approvals, rejections, or abstentions each matter received and how many votes each candidate or slate received.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro ‒ RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 ‒ www.cvm.gov.br Furthermore, in accordance with item II, of paragraph 6, of Article 48 of CVM Resolution No. 81/22, within 7 (seven) business days after the assembly, the company must publish via the Empresas.NET System, category “Assembly”, type “AGO, AGE or AGOE”, species “Final Detailed Voting Map”, consolidating the votes cast remotely and the votes cast in person, as calculated in the assembly, 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, the information on the shareholder position, and, if there were disregarded votes, the quantity of such votes and the indication of the reason for disregarding them. The publication of the final summary voting map or the final detailed voting map as attachments to the summary of the assembly's decisions or the assembly's minutes, respectively, does not exempt the obligation to publish them in their specific associations in the Empresas.NET System. It is necessary that the deliberation questioning whether shareholders wish for their shares to compose the quorum for the formation of a separate election be included in the map provided for in Article 48, paragraph 6, of CVM Resolution No. 81/22, having or not having the quorum been reached. In this sense, information regarding the aforementioned deliberation must be included in the final detailed voting map, regardless of whether a separate election occurred. In accordance with paragraph 7 of Article 48 of CVM Resolution No. 81/22, the company that publishes the final detailed voting map by the next business day following the date of the assembly is exempt from delivering the final summary voting map. It is emphasized that, when the election does not allow for the use of the multiple voting process, requests of this nature made through the remote voting ballot must be disregarded, with the votes cast in the same ballot regarding other matters remaining valid. Once the multiple voting process is adopted for the election of board members, the votes cast by shareholders who, via the remote voting ballot, opted to “ABSTAIN” on the item of prior distribution of votes to the candidates indicated in the ballot, are considered abstentions in the respective assembly deliberation, such that the votes of such shareholders are not computed in the deliberation quorum, and therefore, these shareholders do not participate in the election of board members. Thus, considering that multiple voting is not an institution commonly found in the legislation of other jurisdictions, for a better understanding by shareholders, companies must detail the voting procedure in the general assembly call material, making it clear that the votes of shareholders falling under the scenario mentioned in the previous
paragraph will be disregarded. As provided for in Article 49 of CVM Resolution No. 81/22, voting instructions that have already been sent before the date of the assembly originally indicated in the first call may be normally considered in the event of a second call of the assembly, provided that the installation of the assembly in the second call does not exceed 30 (thirty) days from the date the assembly was originally to be held and the content of the remote voting ballot has not been altered.

7.2.8 Proof of uninterrupted ownership of shares in an election held separately from 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 preceding the holding of the general meeting may exercise the right to elect and remove a member and their alternate from the board of directors, in a separate vote.

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

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

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

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

Article 44, paragraph 2-A, as well as Article 45, paragraph 1, when dealing with the analytical maps sent to the company, provides that, in cases where the meeting was convened to elect members of the board of directors, these maps must include, regarding each shareholder, the lowest balance of shares held by them in the 90 days prior to the meeting. This will allow the company to know before the meeting the quantity of shares maintained uninterruptedly by the shareholder during the period.

Thus, by virtue of Article 6, paragraph 5, proposed for CVM Resolution No. 81/22, if this quantity of shares is greater than the quantity of shares necessary to exercise the right provided for in Article 141, paragraph 4, of Law No. 6,404/76, the company shall not present obstacles to the exercise of this right based on paragraph 6 of the same Article 141.

7.2.9 Presentation of documents

For the submission of documents via the Empresas.NET System, the following associations must be used:

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

It is noted that, if the company makes the consolidated synthetic map available, within 24 hours before the meeting, as provided for in Article 46-C, item II, which reflects the consolidation and reconciliations of the synthetic maps from the central depository, the registrar, and the votes sent directly to the company, it will be exempt from publishing the synthetic maps provided for in Article 46-B, items I to III.

The company will also be exempt from presenting the final summarized voting map, if it presents the final detailed voting map until the next business day after the holding of the meeting, as provided in paragraph 7 of Article 48.

Regarding the associations for the submission of voting maps via the Empresas.NET System, the SEP published Circular Letter No. 1/2025-CVM/SEP on 05.02.2024, which can be accessed at the electronic address https://conteudo.cvm.gov.br/legislacao/oficios-circulares/sep/oc-sep-0125.html.

7.3 Abuse of voting rights and conflict of interest (Article 115, paragraph 1, of Law No. 6,404/76)

As provided in paragraph 1 of Article 115 of Law No. 6,404/76, the shareholder may not vote on the general meeting deliberations regarding the report on the appraisal of assets with which they contribute to the formation of social capital and on 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 Collegiate Body, in a judgment held on 28.11.2017 (CVM Administrative Sanction 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 filing of a liability action against themselves (Article 159 of Law No. 6,404/76) 58.

It is worth highlighting that, according to the Collegiate Body's decision, the fact that the accused resigned from the position of administrator before the holding of the general meeting does not change the configuration of the voting impediment, as they are the target of the proposal for a civil liability action, which would be based on facts that occurred during the period in which they were part of the company's administration.

On the other hand, it was decided that the shareholder-administrator may vote on the deliberation regarding the filing of a liability action against another administrator, even if that administrator was elected with their favorable votes, or even appointed by them.

At the same time, the Collegiate Body reiterated the understanding already expressed in the records of CVM Administrative Sanction Process No. RJ2014/10060, judged on 10.11.2015 59, to the effect that the shareholder-administrator is also prohibited, in accordance with Article 115, paragraph 1, of Law No. 6,404/76, from voting on the deliberation regarding the taking of their accounts, through a company under their complete influence. It was highlighted that, if the norm seeks to remove the administrator's will from the deliberation, it is not logical or reasonable to admit that this will is manifested through a different means, but with the same effectiveness.

Notwithstanding the precedent cited above, regarding the possibility of an administrator voting on the filing of a liability action against themselves (Article 159 of Law No. 6,404/76), the Collegiate Body expressed itself, in a judgment initiated on 23.05.2023 and finalized on 05.09.2023, within the scope of CVM Administrative Sanction Process No. 19957.008172/2021-93 60, to the effect that:

(i) the conflict of interest scenarios of Article 115, paragraph 1, of Law No. 6,404/76 must be interpreted according to the material/substantive thesis, in line with predominant doctrine and with the most recent positions established by the CVM Collegiate Body; (ii) specifically regarding the deliberations on liability actions provided for in Article 159, there are additional systematic reasons in Law No. 6,404/76 that corroborate the adequacy of the material thesis and authorize the understanding that the shareholder/administrator may vote in such deliberations; and (iii) the shareholder/administrator who decides to vote on deliberations regarding the filing of the liability action of Article 159 of Law No. 6,404/76 must bear the burden of proving that the vote cast, observing the peculiarities of the concrete case, occurred in the best interest of the company.

According to the winning thesis, despite the vote of the shareholder/administrator being able to be exercised in the deliberations regarding the liability action provided for in Article 159 of Law No. 6,404/76, in absolute coherence with the thesis of material conflict, it will be incumbent upon the shareholder/administrator to demonstrate, on the merits, consistently, that there are no conflicting interests with those of the company. It is necessary to evidence that the exercise of the voting right by the shareholder/administrator is aligned

58 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2017/RJ_201410556_Forjas-Taurus.html.
59 See http://conteudo.cvm.gov.br/sancionadores/sancionador/2015/20151110_PAS_RJ201410060.html.
60 See https://conteudo.cvm.gov.br/sancionadores/sancionador/2023/20230905_PAS_19957008172202193.html.

with the “interest of the company”, as determined by the caput of Article 115. This objective can be achieved, for example, through technical studies, opinions, expert opinions, and consultations with independent internal bodies designated to evaluate the subject.

In a decision of 13.11.2020, the Collegiate Body, by majority, within the scope of CVM Process No. 19957.005563/2020-75 61, expressed itself to the effect that the characterization of particular benefit, for there to be an impediment to vote, “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.” Furthermore, it would not be appropriate to interpret the concept of particular benefit in a way that covers indirect benefits, under penalty of confusing it with the concept of conflicting interest, a distinct scenario of voting impediment in Article 115, paragraph 1, of Law No. 6,404/76.

7.4 Merger, consolidation, and spin-off

The administrative bodies or partners of the societies involved in operations of merger, share merger, consolidation, 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 merger, consolidation, and share merger 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 exchange ratios for the non-controlling shareholders of the controlled company based on the value of the net equity of the shares of the controlling and controlled companies, with both net equities 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 62, by unanimity, the Collegiate Body expressed that Article 264 of Law No. 6,404/76 is inapplicable in operations of merger of a wholly-owned subsidiary by a publicly-held controlling company, since, in the absence of non-controlling shareholders, the fundamental condition provided for in the device would not be present.

Still regarding the applicability of Article 264, it is noted the need to use a single criterion for the evaluation of the acquiring and acquired companies, given the objective of comparability provided for in this article.

61 See https://conteudo.cvm.gov.br/decisoes/2020/20201113_R1/20201113_D1979.html.
62 See https://conteudo.cvm.gov.br/decisoes/2018/20180215_R1/20180215_D0947.html.

The Collegiate Body understood, on 29.11.2023, within the scope of CVM Process No. 19957.012824/2023-56 63, that “the use of distinct methodological criteria for the evaluation of each of the net equities of the controlling/acquiring and controlled/acquired societies, for the purposes of Article 264 of the LSA, is a measure that prejudices the comparative function of this evaluation and, in this sense, is not compatible with the objective of the norm.”

Regarding the publication in the press of the relevant fact dealt with in Article 3 of CVM Resolution No. 78/22, it is worth registering that the operation must be disclosed in accordance with the regulations in force, which currently include Law No. 6,404/76 and CVM Resolution No. 44/21, so that CVM Resolution No. 78/22 defines only the minimum content of the instrument that will disclose it, if such disclosure is necessary.

Thus, it is incumbent upon the company's administration to evaluate the convenience and opportunity of disclosing the aforementioned relevant fact.

CVM Resolution No. 81/22 has an annex (Annex I) that deals with meetings that may deliberate on merger, spin-off, merger, and share merger involving at least one issuer registered in category A. This annex requires a series of information, which must be provided in the proposal, which must be disclosed in the Empresas.NET System, category “General Meeting”, type “AGE” or “AGO/E”, species “Management Proposal”, subject “Merger”, “Spin-off”, “Merger” or “Share Merger”.

Among such information, the following stand out:

a) the protocol and justification, which, according to usual practice of publicly-held companies, may be contained in a single document; b) copies of studies, presentations, reports, opinions, opinions, or appraisal reports of the companies involved made available to the controlling shareholder; c) financial statements used for the purposes of the operation; and d) pro forma financial statements prepared for the purposes of the operation.

All documents and information pertinent to the matter to be debated in the extraordinary general meeting must be made available to shareholders. In this sense, in addition to the documents already mentioned, all relevant information must be disclosed so that shareholders can make an informed decision, such as (i) any non-compete agreements; (ii) proposals for the celebration of contracts of any nature that have administrators or shareholders of the company as one of the parties and that bear any relationship with the business combination; and (iii) proposal for modification of administrator remuneration in the context of the corporate restructuring.

The exchange ratios and other conditions of the operation must be disclosed by the company both in the relevant fact (Annex A of CVM Resolution No. 78/22), as well as in the protocol (Article 224 of Law No. 6,404/76), highlighting that, in addition to the criteria used, the values that served as the basis for the calculation of the exchange ratios must also be disclosed.

In accordance with paragraph 2 of Article 264 of Law No. 6,404/76, the evaluation of the net equities of the societies in operations of merger or consolidation involving controlling and controlled companies or societies under common control will be carried out by a specialized company, in the case of publicly-held companies.

63 See https://conteudo.cvm.gov.br/decisoes/2023/20231129_R1/20231129_D2968.html.

Regarding financial statements, note that Article 6 of CVM Resolution No. 78/22 provides that the societies involved must disclose statements whose base date is the same for all societies 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 publicly-held companies involved, provided that the financial situation of the societies involved has not changed significantly after the base date of the statements and the administrators sign a declaration to this effect. Article 10 of this same Resolution further provided that the obligations provided for in Chapter III do not apply to mergers or share mergers 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 societies involved are not corporations or are not subject to the rules issued by the CVM.

Additionally, pro forma financial statements must also be prepared for the societies that will survive or result from the operation, as if they already existed, referring to the date of the aforementioned financial statements. Likewise, such statements must be prepared in accordance with Law No. 6,404/76 and will be submitted to reasonable assurance by an independent auditor registered with the CVM, in accordance with CVM Resolution No. 151/22.

It is worth highlighting, furthermore, the recommendations of Orientation Opinion No. 35/08 aimed at merger, consolidation, and share merger operations involving a controlling society and its controlled companies or societies under common control.

Although the procedures described in the cited Opinion are not exclusive nor exhaustive, the CVM understands that their adoption is an adequate way to comply with the fiduciary duties of administrators provided for in Articles 153, 154, 155, and 245 of Law No. 6,404/76. In this sense, the CVM has already expressed itself, in a Market Communication of 27.05.2009 64, to the effect that one of the recommendations contained in said Opinion concerns the constitution of an independent committee for negotiating the conditions of the operation, so that its constitution for mere confirmation of a previously established exchange ratio distorts the purposes of such a body.

Additionally, it is advisable that the deliberations and negotiations regarding the operation be duly documented, among other procedures, through the preparation of minutes of all meetings, in order to support any analysis of the compliance with fiduciary duties provided for in Law by members of the board of directors and the independent committee.

It is not advisable to disclose any exchange ratio that the administration or controlling shareholder considers applicable to the intended operation before the completion of the work of the independent committees, as this disclosure at an earlier moment may, even, influence the quotation of the shares issued by the companies involved until the conclusion of the negotiations. In cases where this still occurs, the information provided for in Article 4 of CVM Resolution No. 78/22 must be disclosed.

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

In cases where the operation of incorporation, merger, or spin-off gives rise to the right of withdrawal (dissenters' rights), open companies that have shares admitted to trading on regulated markets must, as provided in Article 21 of CVM Resolution No. 81/22, disclose the information set forth in Annex H to said Resolution, in the manner described in this Circular (see item 4.2). Note, however, that in cases of increase or decrease in capital exclusively due to incorporation, merger, or spin-off operations, it is not necessary to make Annexes C and E of CVM Resolution No. 81/22 available.

Attention should be drawn to the fact that corporate restructurings of this nature, in addition to involving significant 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 under the hypotheses provided for in Article 264 of Law No. 6,404/76, administrators must act, in the exercise of their duties, with diligence and loyalty to the company and, consequently, to all its shareholders, observing, whenever applicable, the procedures recommended in item 3 of CVM Advisory Opinion No. 35/08, which deals with the fulfillment of fiduciary duties, with regard to, for example: (i) obtaining all information necessary to perform their function; (ii) having sufficient time to perform their function; (iii) having deliberations and negotiations properly documented for subsequent verification; (iv) evaluating the need or convenience of hiring legal and financial advisors; (v) having the work of hired advisors properly supervised; (vi) considering the possibility of adopting alternative forms to conclude the operation; (vii) expressing opposition to the operation if the exchange ratio and other proposed terms and conditions are unsatisfactory.

7.5 Acquisition of a commercial company by an open company

Article 256 of Law No. 6,404/76 determines that the purchase, by an open company, of the control of any commercial company will depend on the deliberation of the general meeting of the purchaser, specially convened to consider 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 an organized over-the-counter market, during the 90 (ninety) days prior to the date of contracting; (ii) net asset value (Article 248) of the share or quota, with assets evaluated at market prices (Article 183, paragraph 1); (iii) net profit value of the share or quota, which may not exceed fifteen times the annual net profit per share (Article 187, item VII) in the last two fiscal years, monetarily updated.

Initially, the aforementioned article does not apply to operations where open companies acquire commercial companies through their controlled, affiliated, or wholly-owned subsidiaries, which are closed companies or present another corporate type.

Nevertheless, in the analysis of concrete situations, controllers and administrators may be held liable for abuse or deviation of power, respectively, if it is proven that a "vehicle" company was used in the acquisition of control of other companies to the detriment of the legitimate interests of the other shareholders of the open company.

Regarding the disclosure of relevant facts or market communications regarding operations to acquire 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 public to whom the information is intended to understand the business, which includes the main conditions of the business (price, form of payment, possible stages of an eventual restructuring, uncertainties and contingencies related to the operation, as well as the eventual 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.

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

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 assembly that approves it will have the right to withdraw from the company through reimbursement of the value of their shares, in accordance with Article 137, observed the provisions of its item II".

In view of the above, upon the disclosure of the acquisition of a commercial company, the open company must inform whether the acquisition was carried out by the open company itself or through a controlled, affiliated, or wholly-owned subsidiary, as well as whether the operation will be submitted to the deliberation of the general meeting of shareholders and whether it will give rise to the right of withdrawal for its shareholders, as provided in the aforementioned Article 256.

It should be noted that such disclosure must contain, at minimum, the information necessary to prove whether or not it is a case for holding an assembly and granting the right of withdrawal.

If the operation is to be the subject of assembly deliberation, the period in which the assembly is intended to be held must be informed. Companies registered in category A to which CVM Resolution No. 81/22 applies must, as provided in Article 20 of said Resolution, disclose, at minimum, the information provided for in its Annex G, in the manner guided in this Circular (see item 4.2).

Although CVM Resolution No. 81/22 does not apply to issuers registered in category B and all those registered in category A, all issuers must send, on the same date of publication of the first notice of convocation of the assembly, by force of the provisions of paragraph 3 of Article 135 of Law No. 6,404/76 and item II of Article 34 of CVM Resolution No. 80/22, the documents and information necessary for the exercise of the right to vote.

It is highlighted that the report required by paragraph 1 of Article 256 of Law No. 6,404/76 is not confused with the evaluation required by paragraph 2 of the same article, since its function is to subsidize 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 administrators consider to be the one that best evaluates that investment.

The valuation report referred to in paragraph 1 of Article 256, as well as other reports eventually produced for the purposes of letters "a", "b", and "c" of item II of the caput of the same article, must be sent, via 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' assembly.

In the event of an operation subject to ratification by the general meeting of shareholders, it is recommended that such ratification, when possible, take place at the first general meeting to occur after the completion of the operation.

If the operation 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, open companies that have registration in category A and to which CVM Resolution No. 81/22 applies must also, as provided in Article 21 of CVM Resolution No. 81/22, disclose the information provided for in Annex H to said Resolution, in the manner guided in this Circular (see item 4.2).

7.6 Conversion of shares

In cases of conversion of shares, without prejudice to the provisions of CVM Resolution No. 44/21, the administration's proposal, to be sent via 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 right of withdrawal of dissenting shareholders (see item 7.7), the conversion ratio between the classes or species of shares, the criterion for determining the said conversion ratio, and the justification for adopting the said criterion in the conversion operation.

7.7 Right of withdrawal

Law No. 6,404/76 provides for the possibility of exercising the right of withdrawal in specific hypotheses, such as those provided for in Articles 137, 221, 223, paragraph 4, 252, 256, and 264. If the matter deliberated in the general meeting gives rise to the right of withdrawal, the company must inform, at 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 said 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, also, to exercise on part of the shares held, and (ii) whether uninterrupted ownership is necessary for the exercise of the right of withdrawal, from the date of identification of shareholders with the right to manifest their dissent until the day of exercise of such right.

The objective of the above guidance is to provide all necessary information for investors to make a considered and informed decision, without prejudice to the possibility of the CVM to analyze the regularity of the procedures adopted by the company.

It is worth clarifying that, as provided in paragraph 1 of Article 137 of Law No. 6,404/76, "the dissenting shareholder of the deliberation of the assembly, including the holder of preferred shares without voting rights, may exercise the right to reimbursement of the shares of which they were proven to be the holder on the date of the first publication of the notice of convocation of the assembly, or on the date of communication of the relevant fact object of the deliberation, if earlier".

By "date of communication of the relevant fact" should 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 for shares acquired until the day prior to the publication of the first notice of convocation of an assembly or the disclosure of the relevant fact, whichever occurs first, regardless of the date of disclosure of the document via the Empresas.NET System.

Article 137, item II, of Law No. 6,404/76 reserves that, in the cases mentioned in items IV and V of Article 136 of the same Law, the holder of a share of species or class that has liquidity and dispersion in the market will not have the right to withdraw, considering that there is:
a) liquidity, when the species or class of share, or certificate representing it, integrates a general index representative of a portfolio of securities admitted to trading in the securities market, in Brazil or abroad, defined by the CVM; b) dispersion, when the controlling shareholder, the controlling company, or other companies under its control hold less than half of the species or class of share.

In accordance with Article 9 of CVM Resolution No. 78/22, it is understood that the index considered for liquidity purposes must be the Ibovespa.

In the 10 (ten) days subsequent to the end of the period referred to in items IV and V of the caput of Article 137 of Law No. 6,404/76, it is optional for the administrative bodies to convene the general assembly to ratify or reconsider the deliberation, if they believe that the payment of the reimbursement price of the shares to the dissenting shareholders who exercised the right of withdrawal will put the financial stability of the company at risk.

For this reason, the administration's decision to propose the reconsideration of the 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 period. The administration's decision to ratify the said deliberation must, as a rule, be the subject of a market communication.

Open companies registered in category A to which CVM Resolution No. 81/22 applies must also, as provided in Article 21 of CVM Resolution No. 81/22, disclose the information provided for in Annex H to said Resolution, in the manner guided in this Circular (see item 4.2).

It is recommended that the withdrawal period, start, and end be disclosed by the company.

7.8 Capital increase by private subscription

In cases of capital increase by private subscription, it is necessary that the administration's proposal contain all relevant information, as well as be accompanied by all documents necessary for shareholders to make a decision, such as:
a) justification regarding the need to carry out the operation; b) main characteristics of the operation:
i. quantity of shares to be issued by species (and class, if any) and potential for dilution of shareholding. The potential for dilution represents the maximum percentage of dilution suffered by the shareholder who fails to exercise their right of preference in the subscription of 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 payment of the issued shares: date to be considered for identifying shareholders who will have the right to subscribe to new shares and percentage that shareholders will have the right to subscribe to with up to 10 decimal places, and start and end dates of the preference period if already defined;
iv. treatment regarding surplus shares not subscribed (in accordance with paragraph 7 of Article 171 of Law No. 6,404/76). In the case of allocation of surplus shares not subscribed, the percentage for exercising the right to subscribe to surpluses must be obtained by dividing the quantity of unsubscribed shares by the total quantity of shares subscribed by subscribers who have expressed interest in the surpluses during the preference period, multiplying the quotient obtained by 100. The company may allow shareholders who express interest in subscribing to surpluses to indicate the quantity of additional surpluses they wish to subscribe to; and
v. in the case of new allocations, the percentage for exercising the right to subscribe to surpluses must be obtained by dividing the quantity of unsubscribed shares by the total quantity of shares subscribed, in the right of preference and in the other allocations, by subscribers who have expressed interest in the surpluses, multiplying the quotient obtained by 100.
c) valuation report and other documents that subsidized the fixing of the emission price; d) copy of the opinion of the fiscal council, if it is functioning, with divergent votes, if applicable; and e) inform whether the shares to be issued as a result of the increase in social capital will participate on equal terms in all benefits, including dividends and eventual capital remunerations that may be approved in the fiscal year. If they participate pro rata temporis, inform from which moment they will participate fully in all benefits.

Open companies registered in category A to which CVM Resolution No. 81/22 applies must also, as provided in Article 15 of CVM Resolution No. 81/22, disclose the information provided for in Annex C to said Resolution, in the manner guided in this Circular (see item 4.2), when the capital increase is deliberated in assembly. It should be emphasized that the disclosure of the information of this Annex is not necessary when the increase results exclusively from merger, spin-off, incorporation, or incorporation of shares, in accordance with Article 22 of CVM Resolution No. 81/22.

If the capital increase operation by private subscription is to be deliberated in a meeting of the board of directors, open companies registered in category A must, as provided in Article 33, item XXXI, of CVM Resolution No. 80/22, disclose the information provided for in Annex E to said Resolution, on the same date of disclosure of the minutes of the meeting of the board of directors or within 7 (seven) business days of the date of the meeting of said body, whichever occurs first. This communication must be disclosed through the Empresas.NET System (category "Notice to Shareholders", type "Capital increase by private subscription deliberated in BoD"), mentioning in the subject the information disclosed.

The procedures provided for in the two preceding paragraphs also apply to the case of deliberation on capital increase in the context of conversion of debentures or other debt securities into shares, exercise of subscription right or subscription bonuses, capitalization of profits or reserves, and splits from an option plan.

Annual Circular Letter 2025 CVM/SEP

Lineage: In force