Circular Letter CVM/SEP 01/05

CIRCULAR LETTER/CVM/SEP/N°01/2005
Rio de Janeiro, March 16, 2005
SUBJECT: General guidelines on procedures

Dear Director of Investor Relations,

The Circular Letters issued by the Superintendence of Corporate Relations have as their main objective to guide publicly held companies on procedural aspects that must be observed when submitting periodic and occasional information, among other subjects.

Through this instrument, the Superintendence of Corporate Relations intends to promote 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 to minimize any deviations and, consequently, reduce the need to formulate requirements and apply penalties.

This instrument, through the recommendations contained in the items listed below, consolidates the Circular Letters previously issued by the Superintendence of Corporate Relations, summarizes the provisions of CIRCULAR LETTER/CVM/SGE/N.º 01/2003, and adds new guidelines.

This Circular Letter does not dispense with the reading of applicable Norms; the update of corporate legislation and CVM regulation, especially those occurring after this date, must be observed.

PERIODIC FORMS – ITR, DFP and IAN
1.1. QUARTERLY INFORMATION – ITR
1.2. STANDARDIZED FINANCIAL STATEMENTS – DFP
1.3. ANNUAL INFORMATION - IAN
1.4. COMMON OBSERVATIONS FOR ITR, DFP AND IAN FORMS
FINANCIAL STATEMENTS
REPORTS OF BANKRUPT AND LIQUIDATING COMPANIES
ORDINARY GENERAL ASSEMBLY – OGA
MAIN OCCASIONAL INFORMATION
5.1. EXTRAORDINARY GENERAL ASSEMBLY – EGA AND SPECIAL ASSEMBLY
5.2. SHAREHOLDERS' AGREEMENT
5.3. GROUP OF COMPANIES CONVENTION
5.4. RELEVANT ACT AND FACT
5.5. BANKRUPTCY AND CONCORDAT SENTENCE
5.6. SECURITIES OF ADMINISTRATORS AND RELATED PERSONS
5.7. RELEVANT SHAREHOLDING
5.8. TRADING POLICY
5.9. DISCLOSURE POLICY
CONSEQUENCES OF OUTDATED REGISTRATION
6.1. COERCIVE FINES
6.2. PUBLICATION OF THE LIST OF NON-COMPLIANT COMPANIES
6.3. SUSPENSION OF REGISTRATION OF PUBLICLY HELD COMPANY EX OFFICIO
6.4. CANCELLATION OF REGISTRATION OF PUBLICLY HELD COMPANY EX OFFICIO
6.5. SANCTIONING ADMINISTRATIVE PROCESS
CANCELLATION OF REGISTRATION OF PUBLICLY HELD COMPANY
DELISTING OF PUBLICLY HELD COMPANIES
ARTICLE 203 OF THE LSA
ELECTION OF AUDIT COMMITTEE
PROJECTIONS
CAPITAL BUDGET
COMPANY REGISTRATION
INQUIRIES ABOUT PUBLICLY HELD COMPANIES
REQUESTS FOR HEARINGS BY PRIVATE INDIVIDUALS
REQUEST FOR PROCESS INSPECTION
PERIODIC AND OCCASIONAL INFORMATION SYSTEM - IPE
17.1. NEW CATEGORIES IN IPE
17.2. IPE MANUAL

PERIODIC FORMS – ITR, DFP and IAN
Publicly held companies registered with the CVM must pay attention to compliance with legal requirements imposed, among them, the presentation of periodic and occasional information, as provided for in CVM Instruction No. 202/93 and CVM Instruction No. 358/02.

1.1 QUARTERLY INFORMATION – ITR
Article 16, item VIII, of CVM Instruction No. 202/93 provides for the submission of forms regarding quarterly information (ITR).

The deadline for submitting the ITR is up to 45 (forty-five) days after the end of each quarter of the fiscal year, except for the last one, or when the company discloses the information to shareholders or third parties, if this occurs on an earlier date.

It should be clarified that the information from the last quarter will be included in the DFP form (item II of the same old version), which includes the entire fiscal year. If there is a statutory amendment that results in a fiscal year longer or shorter than 1 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.

Under CVM Instruction No. 245/96, publicly held companies registered for trading their securities on a stock exchange or organized over-the-counter market, and whose consolidated gross annual revenue in the immediately preceding fiscal year was less than R$ 100,000,000.00, are exempt from presenting the Special Review Report of the ITR (Article 1, item I, letter “b”). For such Companies, the submission deadline established in item VIII of Article 16 of CVM Instruction No. 202/93 is increased by 15 days, i.e., it becomes 60 (sixty) days (Article 1, item V).

Under Art. 8 of CVM Instruction No. 202/93, if the Company discloses projections, these must be reported and are subject to systematic monitoring in the Quarterly Information form (ITR). Thus, if the company made projections about its business, the realization or non-realization of the planned steps must be contained in the ITR, since the form is also an instrument for investors to monitor the progress of the company's projects.

Under the sole paragraph of Art. 3 of CVM Instruction No. 414/04, securitizing companies must add to the Quarterly Information – ITR and Standardized Financial Statements – DFP forms:
I - a report on the acquisition, retrocession, payment, and default of credits linked to the issuance of CRI; II – the independent financial statements, for the issuance of CRI under the fiduciary regime, provided for in Art. 12 of Law No. 9.514, of November 20, 1997; and, III – the quarterly update of the risk classification reports of the CRIs issued, as referred to in § 7 of Art. 7 of CVM Instruction No. 414/04, if applicable.

Although there is no provision within CVM Instruction No. 202/93, it is considered important to present consolidated quarterly information, if applicable, with a view to broad disclosure. Thus, it seeks to comply with the entity principle in the economic sense, since companies, as a rule, gather several legal entities within the same economic dimension.

1.2 STANDARDIZED FINANCIAL STATEMENTS – DFP
Art. 16, item II of CVM Instruction No. 202/93 provides for the submission of the Standardized Financial Statements (DFP) form. The final deadline for submission is up to 3 (three) months after the end of the fiscal year, or on the same day of its publication in the press or its availability to shareholders, if this occurs on a date earlier than the first deadline.

1.3 ANNUAL INFORMATION - IAN
The Annual Information (IAN) form must be presented by virtue of Article 16, item IV, of CVM Instruction No. 202/93.

The final deadline for submitting the IAN form is 5 (five) months after the end of the fiscal year or within a maximum period of one month, counted from the holding of the annual ordinary general assembly, if this deadline expires before the first, as established in letters “a” and “b” of item IV of Article 16 of CVM Instruction No. 202/93, with the wording given by CVM Instruction No. 351/01.

The Annual Information (IAN) form should be understood as a dynamic document on the evolution of the company's business and not static, linked to a specific fiscal year, despite the fact that a date for its presentation is fixed year after year.

In this sense, and under § 7 of Art. 1 of CVM Instruction No. 351/2001 (which altered the wording of Article 16 of CVM Instruction No. 202/93), the IAN must be updated whenever any facts that alter information provided are verified, within ten days counted from the date of the occurrence of the fact.

Therefore, it is fundamental that publicly held companies pay attention to the need to resubmit the IAN whenever corporate changes are verified whose information is required in the form, especially information about the composition of the members of the board of directors, about any statutory amendments, and about changes in shareholding composition.

Due to its permanent update, it may occur that previous and relevant information in the IAN form is suppressed, such as the exercise of mandates of company administration positions in a certain period. In this case, in order to preserve logical continuity and information integrity, it is recommended that the potentially suppressed data be the subject of comments in box 14.03, referring to “Other information”.

It is noted that, from April 2004, additional information has been required in the IAN form, as explicitly stated in CIRCULAR LETTER/CVM/SEP/Nº 03/2004, with Companies required to include in said form, among others, the following information:

Identification of the audit committee, as well as who elected each member - controlling shareholders, preferred shareholders, or ordinary minority shareholders (box 02.01.02);
Indication of who elected each member of the board of directors - if controlling or not (item 07 of box 02.01.01);
Indication of shares in circulation in the market (items 09 to 14 of box 03.01);
Information regarding Corporate Governance practices (“Practice or Explain” - CVM Corporate Governance Guide – box 20.00);
Indication of the company's electronic address on the worldwide web (item 07 of box 01.01).

It should be noted that, in the case of registration of public issuance of securities, the information inserted in the issuance prospectus must also be part of the IAN.

It is important to clarify that companies in the pre-operational phase must provide, when presenting said form, updated information on the progress of the project presented to the CVM at the time of the registration request, according to §1 of Article 16 of CVM Instruction No. 202/93.

1.4 COMMON OBSERVATIONS FOR ITR, DFP AND IAN FORMS
As allowed by Article 14, §1, of CVM Instruction No. 202/93, the CVM may dispense with the presentation of periodic and occasional information, when the administrators consider that its disclosure would put at risk the legitimate interest of the company, applying, where applicable, the provisions of Article 157, §5, of Law No. 6.404/76 and Articles 6 and 7, §1, of CVM Instruction No. 358/02.

According to §§ 1, 2 and 3 of Article 14, when administrators decide not to disclose the information, they must present their reasons, sending confidential information to the President of the CVM in a separate document in a sealed envelope, which must contain the word “Confidential”.

In line with a decision of the Collegiate Body of 13.07.2004 (available on the CVM website), bankrupt or liquidating publicly held companies are exempt from providing the information provided for in items II, IV, and VIII of Article 16 of Instruction No. 202/93, with those set forth in paragraphs 2 and 3 of said article being required from them on a special basis (see item 3).

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

Coinciding with Saturday, Sunday, or a national holiday, the final date for submitting forms will be the next business day, as established by Art. 66 of Law No. 9.784, of January 29, 1999.

A publicly held company that does not keep its registration updated, in accordance with Articles 13, 16 and 17 of CVM Instruction No. 202/93, is subject to a daily coercive fine, according to the values listed in the table contained in Article 18 of said Instruction, without prejudice to the responsibility of administrators under Articles 9, item V, and 11 of Law 6.385/76.

Under CIRCULAR LETTER/CVM/SEP/Nº 03/2004, the submission of ITR, DFP and IAN forms, as well as their resubmissions, is carried out through the CVMWIN program, whose version 6.0 has been available for download on the CVM website (www.cvm.gov.br) since April 19, 2004, in the MARKET PARTICIPANTS section, DOCUMENT SUBMISSION item, subitem PROGRAM) and on the Bovespa website (www.bovespa.com.br) in the COMPANIES section, INFORMATION FOR COMPANIES item and subitem ITR/DFP/IAN SYSTEM.

The new version of CVMWIN saves texts in the Microsoft Word version being used by the user.

The installation of the new version must be done in the same directory where the previous version is located and does not imply the loss of any information stored there.

It is recommended that, before installing the new version, backups of existing files be made. It is important to read the system help before sending any electronic file.

Doubts can be clarified by email: suporte@cvm.gov.br or by phones 21 3233 8504 or 3233 8261.

FINANCIAL STATEMENTS
The financial statements and, if applicable, consolidated statements, prepared in accordance with Article 176 of Law 6.404/76 and with the relevant CVM regulation, must be presented, as established in item I of Article 16 of CVM Instruction No. 202/93.

The final deadline for submitting financial statements is up to 3 (three) months after the end of the fiscal year or on the same day of its publication in the press or its availability to shareholders, if this occurs on a date earlier than the first deadline.

The statements must be accompanied by the management report and the independent auditor's opinion, in a single file in doc or pdf format, not to be confused with their eventual publications in summarized form, as allowed by Art. 3 of CVM Instruction No. 207/94.

The sending of these statements must be carried out through the Periodic and Occasional Information System (IPE), in the category “Economic and Financial Data – Annual Financial Statements subject to publication”, filling in the fields referring to the dates and newspapers of the publications (see item 17).

Article 133 of Law 6404/76 provides for the need to publish the financial statements of companies up to 5 (five) days before the holding of the Ordinary General Assembly. 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 statements in question at the company's headquarters, considering this requirement met if disclosed on the company's electronic page, with its filing at the CVM on the same date. If the publication is made one (1) month in advance of the OGA date, the publication of the mentioned notice becomes unnecessary.

Article 289 of Law No. 6404/76 determines that the publications ordered therein shall be made in the official gazette of the Union, State, or Federal District, according to the location where the company's headquarters is situated, and in another newspaper of large circulation edited in the locality where the company's headquarters is situated.

As provided in CVM Instruction No. 207/94, publicly held companies whose securities are admitted to trading on stock exchanges must also carry out the publications ordered by law, in a newspaper of large circulation, edited in the locality where the stock exchange is located, in which, in the last 2 (two) fiscal years, the largest amount of transactions with securities of its issuance has been verified, with its requirement waived in the event that said locality coincides with the company's headquarters.

CVM Instruction No. 207/94 also made it possible to publish financial statements in summarized form compared to the data of the previous fiscal year, provided that at least the information specified in its Article 3 is disclosed.

The publications will always be made in the same newspaper, chosen in a Board of Directors meeting, and any change must be preceded by a notice to shareholders in the minutes excerpt of the ordinary general assembly, in accordance with Article 2 of said Instruction and with §3 of Article 289 of Law 6.404/76.

REPORTS OF BANKRUPT AND LIQUIDATING COMPANIES
The bankruptcy or liquidation of the company does not exempt it from complying with legal requirements imposed on publicly held companies, notably the provisions of §§ 2 and 3 of Art. 16 of CVM Instruction 202/93.

According to §2 of Art. 16 of CVM Instruction No. 202/93, the trustee of companies that have been declared bankrupt must provide semi-annual information on fixed deadlines, stages reached, assets sold, funds collected, amounts disbursed, and other information considered relevant for the securities market, up to 45 (forty-five) days after the end of the semester.

In the case of companies in extrajudicial liquidation, the aforementioned information must be presented within a period of 45 (forty-five) days after the end of each quarter of the fiscal year, as provided in §3 of Art. 16 of CVM Instruction No. 202/93.

It should be noted that both information about the petition or confession of bankruptcy and the declaratory sentence of bankruptcy, as stated in Art 17, items IX and X of CVM Instruction No. 202/93, are occasional information that must be provided by the company (see subitem 5.5), constituting, furthermore, a Relevant Fact, under CVM Instruction No. 358/02.

The information must be sent, mandatorily, through the IPE system, on the CVM website (http://www.cvm.gov.br) (see item 17).

ORDINARY GENERAL ASSEMBLY – OGA

According to the wording of Article 132 of Law 6.404/76, annually, in the first four months following the end of the fiscal year, there must be a general assembly to take the accounts of the administrators, examine, discuss and vote on the financial statements, deliberate on the destination of the net profit of the fiscal year and the distribution of dividends, elect the administrators and the members of the Audit Committee.

Under item II, of § 1, of Article 124, of Law No. 6404/76, with the wording given by Law No. 10.303/01, the calling of a general assembly of a publicly held company shall be made by announcement published three times, at least, containing, in addition to the location, date and time of the assembly, the agenda, and, in the case of statutory reform, the indication of the matter, with the deadline for the first calling being 15 (fifteen) days and for the second calling, 8 (eight) days.

The notices calling for Ordinary and/or Extraordinary General Assemblies must expressly enumerate, in the agenda, all matters to be deliberated, not admitting that under the rubric "general matters" there are matters that require assembly deliberation, as established in CVM Instruction No. 341/00, with its transgression being considered a serious offense for the purposes provided for in § 3 of Article 11 of Law No. 6.385/76.

Additionally, it should be noted that, in the case of the election of the Board of Administration with the adoption of the multiple voting system, under Article 14, of Law 6404/76, the minimum percentage of participation in the voting capital necessary to request the adoption of multiple voting must be contained, mandatorily, in the notice calling for the Assemblies intended for the election of the members of the Board of Administration of publicly held companies, as determined by CVM Instruction No. 165/91, altered by CVM Instruction No. 282/98.

A copy of the notice calling for the ordinary general assembly must be sent to the CVM, through the IPE system, on the same day of its publication in the press, according to item III of Article 16 of CVM Instruction No. 202/93 (see item 17).

Under items V and VI of Article 16 of CVM Instruction No. 202/93, summaries of decisions of the ordinary general assembly must also be sent, on the day following its holding, as well as the minutes of the OGAs, within 10 (ten) days of its holding, indicating the dates and newspapers of their publication (see item 17).

It is requested that the minutes of OGAs filed with the CVM contain the attendance list, with the qualification of shareholders, discrimination of the quantity, type and class of shares held by each, as well as that they be accompanied, in the same file, of all documents referenced in the minutes and related to the assembly's deliberations, such as contracts, opinions, and statements of dissenting votes by shareholders.

It should be noted that, under Article 19, item II, of CVM Instruction No. 202/93, the failure to observe the deadline fixed in Article 132 of Law 6.404/76 for the holding of the ordinary general assembly is considered a serious offense.

without prejudice to the liability of administrators under articles 9, item V, and 11 of Law 6.385/76.

MAIN EVENTUAL INFORMATION

5.1 EXTRAORDINARY GENERAL ASSEMBLY (EGA) AND SPECIAL ASSEMBLY

The notices convening Ordinary and/or Extraordinary General Assemblies must expressly list, in the agenda, all matters to be deliberated; it is not permitted for matters requiring assembly deliberation to fall under the heading "general matters," as established in CVM Instruction No. 341/00, with such transgression considered a serious offense for the purposes of § 3 of article 11 of Law No. 6.385/76.

According to items I, II, and III of article 17 of CVM Instruction No. 202/93, in addition to the mandatory sending via the IPE system of the notices convening extraordinary, special, and debentureholder assemblies, whose publications follow the format of article 124, § 1, item II of Law No. 6404/76, companies are obligated to send the summaries of decisions the day following their realization, and the minutes of the assemblies within 10 (ten) days of their realization (see item 17).

It is requested that the minutes of Extraordinary General, Special, and Debentureholder Assemblies filed with the CVM contain the attendance list, with the qualification of debentureholders or shareholders, specifying the quantity of debentures and shares (designating their species and class) held by each, as well as that they be accompanied, in the same file, by all documents referenced in the minutes and related to the assembly's deliberations, such as contracts, opinions, and statements of votes by debentureholders or shareholders.

A public company that does not keep its registration updated, in accordance with articles 13, 16, and 17 of CVM Instruction No. 202/93, is subject to a daily coercive fine, according to the values listed in the table contained in article 18 of the aforementioned Instruction, without prejudice to the liability of administrators under articles 9, item V, and 11 of Law 6.385/76.

5.2 SHAREHOLDER AGREEMENTS

Shareholder agreements regarding the purchase and sale of their shares, preference to acquire them, exercise of voting rights, or power of control (article 118 of Law 6.404/76) must be sent to the CVM via the IPE system upon their filing with the Company, according to item IV of article 17 of CVM Instruction No. 202/93.

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

5.3 GROUP OF COMPANIES CONVENTION

According to item V of article 17 of CVM Instruction No. 202/93, the controlling company and its subsidiaries that constitute groups of companies, obligating themselves to combine resources or efforts to carry out their respective objects, or to participate in common activities or ventures, are obligated to send a copy of the convention to the CVM upon its approval by the companies comprising it (article 265 of Law 6.404/76).

5.4 RELEVANT ACT AND FACT

In accordance with article 157, §4, of Law 6.404/76 and article 3 of CVM Instruction No. 358/02, it is the duty of the Investor Relations Director to disclose and communicate to the CVM, and if applicable, to the stock exchange and organized over-the-counter market entity where the company's securities are admitted to trading, any relevant act or fact occurring or related to its business (defined in art. 2 of the aforementioned Instruction), as well as to guarantee its broad and immediate dissemination, simultaneously in all markets where such securities are admitted to trading.

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

Corporate law does not prevent relevant information from being communicated and discussed in meetings of class entities, investors, analysts, or selected audiences, in the country or abroad. However, ensuring equitable treatment of all market participants, and to prevent, among other things, 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 §3 of article 3 of CVM Instruction No. 358/02.

Following the guidance set forth in article 5 of CVM Instruction No. 358/02, the disclosure of the relevant act or fact must be made, whenever possible, before the start or after the close of trading on the stock exchanges and organized over-the-counter market entities where the company's securities are admitted to trading.

Supported by article 3, §6, and article 4 of CVM Instruction No. 358/02, the CVM may determine the disclosure, correction, amendment, or republication of information regarding the relevant act or fact, as well as request additional clarifications regarding its disclosure.

In cases where controlling shareholders or administrators believe that the revelation of the relevant act or fact may place the Company's legitimate interest at risk, a request for an exception to immediate disclosure may be addressed to the President of the CVM in a sealed envelope, which must contain the word "Confidential," according to article 7, §1 of CVM Instruction No. 358/02.

Disclosure will follow the procedure set forth in article 289 of Law 6.404/76, with publication in an official organ of the Union, State, or Federal District, depending on where the company's headquarters is located, and in another newspaper of large circulation published in the locality where the company's headquarters is located.

According to article 17, item VI, of CVM Instruction No. 202/93 and CIRCULAR LETTER/CVM/SGE No. 01/2003, the sending of the relevant fact file will be done via the IPE system on the same day of its disclosure by the press (see item 17).

It is alerted that, in accordance with article 18 of CVM Instruction No. 358/2002, transgression of the provisions contained in the aforementioned Instruction constitutes a serious offense, for the purposes of § 3 of article 11 of Law No. 6.385/76.

5.5 BANKRUPTCY AND REORGANIZATION JUDGMENT

It is emphasized that, in this subsection, the provisions contained in the new Bankruptcy Law must be considered, especially regarding the substitution of reorganization (concordata) by extrajudicial or judicial recovery.

In accordance with article 17, items VIII and X, of CVM Instruction No. 202/93, public companies must present to the CVM, via the IPE system, the judgments granting reorganization or declaring bankruptcy, indicating the trustee of the bankrupt estate, on the same day the company becomes aware of them (see item 17).

Furthermore, according to items IX and VII, information must be provided (see item 17) regarding the petition or confession of bankruptcy, on the same day the company becomes aware of it, or upon the filing of the petition in court, as applicable; as well as regarding the petition for reorganization, along with its grounds, financial statements specifically prepared to obtain the legal benefit, and, if applicable, the status of debentureholders regarding the receipt of invested amounts, on the same day the petition is filed in court. Companies must pay attention to the immediate need to update their registration with the CVM (see item 13).

5.6 SECURITIES HELD BY ADMINISTRATORS AND RELATED PERSONS

As provided in article 11, main text and §2, of CVM Instruction No. 358/02, upon the presentation of documentation for the company's registration as a public company or immediately after taking office, directors, members of the board of directors, the fiscal council, and any organs with technical and consultative functions created by statutory provision, are obligated to communicate to the CVM, the company, and, if applicable, the stock exchange and organized over-the-counter market entity where the company's securities are admitted to trading, the quantity, characteristics, and manner of acquisition of the securities issued by them and by controlled or controlling companies, or referenced therein, that they hold.

Subsequently, the individual and consolidated information, object of article 11 of CVM Instruction No. 358/02, must be sent to the CVM monthly, within 10 (ten) days after the end of each month. In order to have complete and reliable information, it is requested that the filing be done even if no movement or alteration in the positions of administrators and related persons was verified. In this case, the individual form must be filled out with the information that, during that period, there was no trading by the administrator with securities of the company, its controlled company, its controlling company, or its affiliated company, repeating the initial balance values in the final balance.

As provided in §3 of article 11, the natural persons mentioned in this article will also indicate securities that are the property of a spouse from whom they are not judicially separated, a partner, any dependent included in their annual income tax return, and companies directly or indirectly controlled.

The information must be sent in only two files, one containing the forms of individual positions held by administrators and related persons, which will be available only to authorized CVM employees, and the other, the consolidated position of each group (management, board of directors, and technical or consultative organs), which will be available on the CVM's website. It is clarified that the filing must be done by the Investor Relations Director, via the IPE system, which must receive the information in time to comply with the deadline established by the Instruction.

It is alerted that, in accordance with article 23 of the same Instruction, non-compliance with the provisions contained in articles 11, §2, 12, and 16 entails the application of a daily coercive fine, which will apply from the first business day following the end of the deadline for submitting the information, regardless of notification, in the amount of R$500.00.

Finally, it is recalled that, in accordance with article 18 of CVM Instruction No. 358/02, transgression of the provisions of CVM Instruction No. 358/02 constitutes a serious offense, for the purposes of §3 of article 11 of Law 6.385/76.

5.7 RELEVANT SHAREHOLDING PARTICIPATION

By virtue of article 12 of CVM Instruction No. 358/02, any market participant, natural or legal person, acting individually or jointly, who acquires or disposes of 5% or more of the shares or class of shares representing the share capital of a public company, is obligated, immediately after the operation, to communicate it to the CVM and, if applicable, to the stock exchange and organized over-the-counter market entity where the securities are admitted to trading.

It is emphasized that the change in participation is not exclusively tied to a single operation, but is also assessed cumulatively, referring to the acquisition/disposal/extinction of shares and rights over shares both in the onerous mode (purchase and sale, swap) and gratuitous mode (donation).

In the case of acquirers, the publication of a Relevant Fact in the press is mandatory, in accordance with article 289 of Law 6.404/76. Such publication may be waived by the CVM (see CVM Deliberation No. 480/05), if requested by the interested party (§ 5, art. 12 of CVM Instruction No. 358/02), based on the degree of share dispersal in the market and the acquirer's declaration that their acquisitions do not aim to alter the composition of control or the administrative structure of the company. The request must be sent to the Department of Corporate Relations accompanied by a Market Communication disclosed in the IPE System, containing the required information.

In the case of sellers, according to article 12, § 4, of the aforementioned regulation, the disposal or extinction of their shares in the public company must be reported each time the 5% threshold is reached. Such disclosure must be made via Market Communication, which is not the same as publication under the main text of article 12, and therefore, no request for waiver of publication by the press is applicable.

The declaration must contain the information listed in items I to V of article 12 of CVM Instruction No. 358/02, and it is important to note that the companies controlled and subsidiaries through which the operations were carried out must be specified, if applicable.

The Relevant Fact and Market Communication files mentioned above must be sent to the Investor Relations Director of the public company, who will insert them into the IPE System (see item 17), through the CVM website, in the respective categories, and, in the case of the Relevant Fact, the fields pertaining to the dates and newspapers in which the publications were effected must be filled out.

5.8 TRADING POLICY

The trading policy for securities, provided for in article 15 of CVM Instruction No. 358/02, is optional. However, such policy is very useful for companies to establish a code of conduct for transactions involving, primarily, their own issued shares.

In particular, for companies that adopt or will adopt programs to incentivize their employees and executives, such as stock option plans, the preparation of a securities trading policy acquires greater relevance. Thus, by establishing internal rules, companies define a general line of orientation, while simultaneously making it clear to their investors that they are attentive to the fairness and transparency of transactions involving the securities they issued, with emphasis on those of a private nature.

5.9 DISCLOSURE POLICY

The disclosure policy for relevant acts or facts is a mandatory document established in article 16 of CVM Instruction No. 358/02, applicable to all public companies.

CVM Instruction No. 358/02 did not make any restriction or exception to the obligation to adopt the document. Therefore, it is sufficient for the company to be regularly registered with the CVM, regardless of corporate organization and the nature of the securities issued, to have the duty to adopt the disclosure policy.

CONSEQUENCES OF OUTDATED REGISTRATION

As highlighted in the previous items, public companies must pay attention to compliance with the legal requirements imposed, especially regarding the maintenance of their updated registration.

6.1 COERCIVE FINES

Initially, it should be clarified that coercive fines are imposed, regardless of liability, for non-compliance with the provisions contained in articles 13, 16, and 17 of CVM Instruction No. 202/93 and in articles 11, § 2, 12, and 16 of CVM Instruction No. 358/02. The penalties provided for in the main text of art. 11 (and respective items I to VIII) of Law 6.385/76, on the other hand, are only imposed with observance of the procedure provided for in §2 of art. 9 of Law 6.385/76.

Therefore, a company that does not keep its registration updated, in accordance with articles 13, 16, and 17 of CVM Instruction No. 202/93, will be subject to a daily coercive fine, according to the tables contained in art. 18 of the same Instruction.

Similarly, in accordance with article 23 of CVM Instruction No. 358/02, non-compliance with the obligations contained in articles 11, § 2, 12, and 16 of the aforementioned Instruction entails the application of a daily coercive fine, which will apply from the first business day following the end of the deadline for submitting the information, regardless of notification, in the amount of R$ 500.00.

It should be noted that, in accordance with CVM Instruction No. 273/98, amended by CVM Instruction No. 410/04, communication of the act of collecting the coercive fine allows for an appeal to the CVM Board, without suspensive effect, within ten days, counted from the date of receipt.

In this sense, in accordance with item IX of CVM Deliberation No. 463/03, in the case of errors, omissions, obscurity, or material inaccuracies in the decision, or contradiction between the decision and its grounds, the Board will review requests for reconsideration of its decision regarding the appeal.

Finally, we clarify that CVM Deliberation No. 447/02, amended by CVM Deliberation No. 467/04, provides, among other things, for the installment payment of applied coercive fines.

6.2 PUBLICATION OF THE LIST OF NON-PAYING COMPANIES

The Securities and Exchange Commission, in accordance with CVM Deliberation No. 178/95, publishes semi-annally to market participants the list of public companies whose company registration (as referred to in article 21 of Law No. 6385/76, as established in CVM Instruction No. 202/93) has been outdated for more than 6 (six) months.

6.3 SUSPENSION OF PUBLIC COMPANY REGISTRATION EX OFFICIO

A public company that has been in arrears with the obligation to provide information to the CVM for more than 3 (three) years will have its registration suspended, as established in article 2 of CVM Instruction No. 287/98.

Concurrently with the suspension of registration, the initiation of an administrative inquiry will be proposed to investigate the liability of administrators for non-compliance with the provisions contained in arts. 16 and 17 of CVM Instruction No. 202/93, as provided in the sole paragraph of art. 3 of CVM Instruction No. 287/98.

In this sense, it should be noted that the investigation of administrators' liability is independent of the ex officio suspension of a public company's registration, and is also provided for in article 18 of CVM Instruction No. 202/93, as well as in article 1, item I, letter "b" of CVM Instruction No. 251/96.

Furthermore, in accordance with article 19 of CVM Instruction No. 202/93, it constitutes a hypothesis of objective offense, in which a summary administrative process procedure may be adopted, when administrators of a public company and, if applicable, the receiver, trustee, or liquidator fail to adopt the procedures listed in items I to III of art. 13 of CVM Instruction No. 202/93, noting that, in accordance with item III of the sole paragraph of the same article, the recurrence of the aforementioned objective offense constitutes a serious offense.

6.4 CANCELLATION OF PUBLIC COMPANY REGISTRATION EX OFFICIO

The cancellation of the open company registration, provided for in Article 3 of CVM Instruction No. 287/98, will be carried out in the following cases:
a. Extinction of the company, verified by deregistration in the commercial registry; b. Cancellation of the commercial registration, due to the company being considered inactive by the competent Commercial Board;
c. Deregistration by the Federal Revenue Secretariat of the registration in the General Register of Taxpayers – CGC;
d. Failure to effectively place with the public the total amount of securities whose issuance registration was the cause for granting the open company registration; e. Proof of suspension of the company's activities for a period exceeding three years, with its registration suspended for more than one fiscal year.

It is emphasized that, in accordance with Art. 7 of CVM Instruction No. 287/98, the cancellation and suspension of registration do not exempt the company, its controlling shareholders, and administrators from administrative, civil, and criminal liability arising from any infringement of the legislation applicable to them while the company was open.

6.5 SANCTIONING ADMINISTRATIVE PROCESS

As provided for in Art. 19 of CVM Instruction No. 202/93, it constitutes an objective nature infraction, for which a summary administrative process procedure will be adopted, in accordance with the Regulation Annex to CMN Resolution No. 1,657/89, the failure to adopt, by the administrator of an open company (and, where applicable, the trustee, the trustee, or the liquidator), the procedures listed in items I to III of Art. 13, except for the case provided for in item VI of Art. 17. Also constituting a serious infraction, for the purposes provided for in § 3 of Art. 11 of Law No. 6,385, of December 7, 1976:
I - non-compliance with the provisions of item VI of Art. 17 of CVM Instruction No. 202/93; II - non-observance of the deadline set in Art. 132 of Law No. 6,404, of December 15, 1976, for the holding of the ordinary general meeting; III - recurrence of objective nature infractions defined in the caput of Art. 19 of CVM Instruction No. 202/93.

For its part, in accordance with Art. 18 of CVM Instruction No. 358/02, it constitutes a serious infraction, for the purposes provided for in § 3 of Art. 11 of Law No. 6,385/76, the transgression of the provisions of that CVM Instruction No. 358/02, and the CVM must communicate to the Public Ministry the occurrence of events provided for in said CVM Instruction that constitute a crime.

Therefore, and as provided for in Art. 9, item V, of Law 6,385/76, the CVM may investigate, through an administrative process, the eventual responsibility of administrators (and, where applicable, the trustee, the trustee, or the liquidator), members of the fiscal council, and shareholders of open companies for non-compliance with the provisions contained in the aforementioned Instructions.

In this sense, and in accordance with Art. 11 of Law 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.

CANCELLATION OF OPEN COMPANY REGISTRATION

The cancellation of open company registration must be preceded by a Public Tender Offer for Shares, formulated by the controlling shareholder or by the open company itself and having as its object all shares issued by the target company, as provided for in § 4 of Art. 4 of Law 6,404/76 and in accordance with the procedure regulated by CVM Instruction No. 361/02, except for the situations provided for in Articles 17 and 18.

As provided for in Article 34 of the aforementioned Instruction, exceptional situations that justify the acquisition of shares without a public offer or with a differentiated procedure will be evaluated by the CVM Board, for the purpose of dispensing with or approving procedures and formalities to be followed, including with regard to the disclosure of information to the public, where applicable.

The constitution of a wholly-owned subsidiary does not result in the cancellation of the Company's registration. In these cases, it is necessary to submit a request for cancellation of registration, formalizing the request, without which the company, although a wholly-owned subsidiary, remains subject to all obligations and penalties provided for in current regulation, including those regarding the maintenance of the registration updated with this CVM.

The transgression of the provisions of CVM Instruction No. 361/02, according to its Article 36, is considered a serious infraction, for the purpose of the provision in Article 11, §3 of Law 6,385/76.

All documents related to events that occurred prior to the date of cancellation of the company's registration, as well as the ITR, DFP, and IAN forms with a delivery deadline prior to that date, are mandatory for presentation.

The company is liable for the inspection fee referring to the quarter in which its cancellation occurs. If the company has its registration cancelled in the 1st quarter, it must inform the CVM of its net equity from the previous fiscal year (which will serve as the basis for calculating said fee) through supporting documentation, such as, for example, the publication of financial statements.

ELISION OF OPEN COMPANY LISTING

According to Article 219 of Law 6,404/76, the company is extinguished by the closure of liquidation, as well as by incorporation or merger, and by spin-off with transfer of all assets to other societies.

In cases of incorporation, merger, or spin-off, the cancellation of the company's registration results from its extinction, and the company is elided from the listing of open companies from the date of the EGM that deliberated on the incorporation, merger, or spin-off, regardless of the date of homologation by a government body. In addition to the mandatory sending of the Minutes of the respective EGM through the IPE system, the company is requested to formally communicate its extinction to the Superintendence of Corporate Relations.

All documents related to events that occurred prior to the date of said extinction, as well as the ITR, DFP, and IAN forms with a delivery deadline prior to that date, are mandatory for presentation.

The company is liable for the inspection fee referring to the quarter in which its extinction occurs. If the company is extinguished in the 1st quarter, it must inform the CVM of its net equity from the previous fiscal year (which will serve as the basis for calculating said fee) through supporting documentation, such as, for example, the publication of financial statements.

It is worth remembering that, in view of Article 223, §3, of Law 6,404/76, if the incorporation, merger, or spin-off involves an open company, the succeeding society will also be open, and must obtain the respective registration and, if applicable, promote the admission of negotiation 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 Securities and Exchange Commission.

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

ARTICLE 203 OF THE LSA

Article 203 of Law 6,404/76 determines that the provisions in Articles 194 to 197 and 202 will not prejudice the right of preferred shareholders to receive fixed or minimum dividends to which they have priority, including arrears, if cumulative.

Consequently, the reserves mentioned in Articles 194 to 197 cannot be constituted to the detriment of fixed or minimum dividends, nor can the provision in Article 202, all of Law No. 6,404/76, come to prejudice this distribution.

Thus, if there is profit, even if unrealized, fixed or minimum dividends must be distributed.

ELECTION OF FISCAL COUNCIL

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

In interpreting the aforementioned provision, the CVM exposed its understanding, through Orientation Opinion CVM No. 19/90, to the effect that in order for the right attributed by law to preferred shareholders not to become merely nominal, it must be understood that, in the separate voting of these shareholders for the election of their representative on the Fiscal Council, controlling shareholders cannot participate, even if they also hold preferred shares. Such participation, if admitted, would result in an effective curtailment of the essential right to supervise and in non-equitable representation of interests, often contrary, which the law sought to protect.

In this sense, the understanding of the Superintendence of Corporate Relations, in consonance with the provision in Orientation Opinion No. 19/90, is that, in the separate election for the fiscal council by preferred shareholders (Article 161 of Law 6,404/76), no shareholders who do not fall within the concept of minority that the law sought to protect should participate (elect), that is, besides controllers, persons linked to them should also not participate.

PROJECTIONS

The disclosure of projections is information of a relevant nature, subject to the determinations of CVM Instruction No. 358/02.

CVM Instruction No. 202/93, in its Article 8, allows the presentation of business projections, determining, however, that when disclosed, they subject the company to adopt the following procedures:
I - present, clearly, for each of the items and projected periods, the premises and calculation memos used; II - present, when providing quarterly information indicated in Article 16, item VIII, a comparison between the projections elaborated and the results actually obtained in the quarter, clearly and accurately indicating the reasons that led to deviations from the previously made projections; and III - when, in the judgment of the administrators, based on solid reasons, the projections cease to be valid or are modified, disclose the fact to the market, immediately, in the form provided for by Article 157, § 4 of Law No. 6,404, of December 15, 1976, and CVM Instruction No. 358/84, together with their reasons.

CAPITAL BUDGET

Article 196 of Law 6404/76 provides for the possibility of retaining a portion of the net profit of the fiscal year for reinvestment in the company, provided that through a proposal by the administration justified by a capital budget, previously approved or in the EGM that deliberates on the destination of the result, as can be seen in verbis:

Retention of Profits
Art. 196. The general assembly may, by proposal of the administration bodies, deliberate to retain a portion of the net profit of the year provided for in a capital budget previously approved by it.
§ 1 The budget, submitted by the administration bodies with the justification of the proposed profit retention, must comprise all sources of resources and applications of capital, fixed or current, and may have a duration of up to five fiscal years, except in the case of execution, for a longer period, of an investment project.
§ 2 The budget may be approved in the ordinary general assembly that deliberates on the balance sheet of the fiscal year.

From an economic point of view, the retention of profits in the company is justified whenever the rate of return on reinvestment in the society exceeds the opportunity cost of capital. By imposing, on companies, the presentation of a capital budget to demonstrate the economic advantages to investors deprived of receiving dividends in the present, before more profitable opportunities in the future, the law sought to protect the right of these against the discretion of the controller in deliberations on the destination of the result.

Capital investment must be understood as all applications of resources aimed at obtaining compensatory returns for several future periods, distinguishing itself from other modalities whose returns only occur in the current fiscal year. Indeed, long-term decisions are those that most affect the profitability of companies, which is why their full disclosure to the major interested parties, the partners of the company, is necessary. Due to the commitment of a large sum of resources over a long period of time, such decisions are difficult to retroactively reverse, and may even put the continuity of the company at risk.

In view of the relevance of the reinvestment of profits as a source of financing for companies, the law established as mandatory the provision, to investors, of adequate information regarding the use of resources by the company, to the detriment of the realization of the investment through the distribution of dividends in the present. Hence the need for the administration to present, in assembly, a financial report, called capital budget, which evidences all applications and sources of resources, for a maximum period of 5 years. Recognizing the existence of numerous opportunities with longer maturations, this quinquennial limit was excepted, provided that, through the elaboration of an investment project, proving the use of resources in applications for longer periods, whose high degree of exposure to risk will imply better disclosure of information to investors.

It is important to record the need to monitor budget data, in order to prove the accuracy, or not, of capital needs at the time of investments, as well as the performance achieved. In accordance with Article 8 of CVM Instruction No. 202/93, the option to present projections must observe the procedures described therein, and, in addition, after the approval of the budget in question, whether in an extraordinary assembly prior to the EGM, or in the ordinary assembly that deliberates on the destination of the result, it will be necessary to re-present the electronic form IAN, with the filling of table 14.01 – Business and/or Results Projections. This is because, ultimately, profit retentions are also an option of the administration of companies.

COMPANY REGISTRATION

Companies are obliged to update their registration data with the CVM, within five days after the occurrence of any alteration, in view of the provision in Art. 13, item III, of CVM Instruction No. 202/93.

As established in Article 18 of CVM Instruction No. 202/93, without prejudice to the responsibility of administrators in accordance with Articles 9, item V, and 11 of Law No. 6,385/76, the open company that does not keep its registration updated, in accordance with Articles 13, 16, and 17 of the same Instruction, will be subject to a daily fine.

In accordance with Article 19 of CVM Instruction No. 202/93, the non-observance of the procedures listed in items I to III of Article 13 of this Instruction constitutes an infraction of objective nature, for which a summary administrative process procedure will be adopted, in accordance with the Regulation Annex to CMN Resolution No. 1,657/89. The recurrence of these objective infractions constitutes a serious infraction, for the purposes provided for in §3 of Article 11 of Law No. 6,385/76.

Circular Letter/SEP No. 01/04, of February 16, 2004, communicated to companies the implementation of the new registration update system, with each one responsible for making modifications directly on the CVM page on the worldwide computer network, having been provided to the DRI's with an access password and guidance on how to proceed with the registration update. Therefore, the registration update of companies ceased to be done automatically through the importation of data inserted in the ITR, DFP, and IAN forms.

The following became objects of registration update through this system:
social and commercial name, date of constitution of the company, address, telephone, fax, e-mail, institution of negotiation of securities, activity sector, negotiation market, situation of the company, and information of the current independent auditor.

Thus, any of these alterations must be made by the company and, depending on the case, subsequently to the forwarding by the IPE of the act of alteration (minutes of the assembly or council meeting), as the system will only accept alterations if the IPE protocol number is indicated.

It is emphasized that the update of DRI, trustee, or liquidator data continues to be done through the IPE (see item 17).

It is informed that a specific activity sector has been included for securitization companies, which encompasses, among other companies, the companies issuing real estate receivable certificates (CVM Instruction No. 414/04) and open companies that have as their sole social object the realization of receivable securitization operations.

Attention is drawn to the proper maintenance of the company's data in this registration system, in order to avoid discrepancies with the information contained in the ITR, DFP, and IAN forms.

INQUIRIES OF OPEN COMPANIES

Inquiries regarding the application of norms and regulations issued by the CVM and the understanding of provisions of Laws No. 6,385/76 and 6,404/76 and subsequent alterations, must be sent in writing, through protocol, by the Director of Investor Relations to the Superintendence of Corporate Relations, with the identification of the open company. If the inquiry is made by legal representatives of the companies, it must be accompanied by their respective representation mandates.

The formulation of the inquiry must be clear regarding its object, avoiding generic form and theoretical inquiries, orienting towards the presentation of all elements and arguments deemed important for the conclusive manifestation of the CVM.

Inquiries on accounting matters must be accompanied by a manifestation of the independent auditor on the subject, in accordance with the provision in item 27.1 of Circular Letter/CVM/SNC/SEP No. 001/05.

REQUESTS FOR AUDIENCES WITH PRIVATE INDIVIDUALS

Requests for scheduling meetings with organizational components of the CVM must be sent electronically, through the CVM page on the worldwide computer network, selecting, for this purpose, the option AUDIENCE WITH PRIVATE INDIVIDUALS.

In this request, the clear specification of the subject to be treated must be included, with the necessary condition, in the case of company inquiries, their prior forwarding, as described in the previous item.

REQUEST FOR PROCESS VIEWING

In accordance with §2 of Article 8 of Law 6,385/76, all documents and records of administrative processes that are pending or archived at the CVM are public, except those whose confidentiality is indispensable for the defense of intimacy or social interest, or whose confidentiality is assured by express legal provision.

One must also bear in mind Article 46 of Law 9,784/99 - which regulates the administrative process within the Federal Public Administration - which guarantees interested parties the right to view the process and to obtain certificates or reprographic copies of the data and documents that integrate it, except for data and documents of third parties protected by confidentiality or by the right to privacy, honor, and image.

In the case of an administrative process for the investigation of illegal acts and unfair practices that is preceded by an investigative stage, the confidentiality necessary for the elucidation of facts or required by public interest will be assured, as provided for in §2 of Article 9 of Law 6,385/76.

Requests for process viewing must be sent through the presentation of a signed petition, specifying that it is a grant of viewing and/or copies, with the qualification of the signatories and, in the case of company representatives, accompanied by their respective mandates.

The grant of viewing to the records depends on the authorization of the holder of the Superintendence responsible for its conduct, with the postponement of the grant of viewing being permitted in the interest of the service when such measure prejudices the realization of an act or the adoption of measures necessary for the conduct of the process.

In administrative processes instituted due to requests for postponement of general assemblies of open companies or interruption of the flow of their calling period, in accordance with CVM Instruction No. 372/02, the grant of viewing will not be admitted while the process is pending decision.

Furthermore, processes instituted for the purpose of verifying the possible occurrence of infractions to legal or regulatory norms whose supervision is incumbent upon the CVM will be conducted under confidentiality, except in cases where the requester has been publicly indicted by the CVM as the possible author of the infraction under investigation, in which case the grant of viewing will be considered mandatory.

It is worth noting that the confidentiality of the process may be lifted by decision of the Superintendent, when he considers it unnecessary for the elucidation of facts and there are no data or information in the records protected by cases of confidentiality assured by express legal provision or for the defense of intimacy or social interest.

In sanctioning administrative processes, the accused will be admitted the grant of viewing through a petition addressed: (i) to the Process Control Coordination, in processes governed by CMN Resolution No. 454/77; or (ii) to the competent Superintendence, in processes governed by CMN Resolution No. 1,657/89.

Viewing requests will be analyzed on a case-by-case basis, with the requesters having, in the event of denial of the request, recourse to the CVM Board, in accordance with CVM Deliberation No. 463/03.

For approved requests, the processes will be made available at the Documentation Management (GAD) of this Agency, with the availability period indicated via an official letter in response to the request.

It is clarified, finally, that a draft Resolution governing procedures concerning requests for inspection is under analysis.

PERIODIC AND OCCASIONAL INFORMATION SYSTEM – IPE

Developed in 2003, in partnership with BOVESPA, the Periodic and Occasional Information system - IPE replaced the physical submission of information with electronic means, providing broad and disseminated disclosure to the securities market and the interested public.

The documents and information submitted are simultaneously available on the websites of the CVM and BOVESPA, in the case of companies registered there, with the exception of the form for the communication provided for in article 11 (individual) of CVM Instruction No. 358/02, not disclosed by the CVM, but which may be subject to special treatment by BOVESPA for those integrated into Level 1, Level 2, and the Novo Mercado.

It is incumbent upon companies to use direct correspondence in forwarding their responses, questions, appeals to the determinations of the Company Relations Superintendence, or petitions/representations; the submission via IPE of manifestations directed exclusively to the CVM is not admitted.

Such improper procedure has been used by some companies, causing, at times, embarrassment to their own administration or difficulty in monitoring responses to requests or manifestations from this Superintendence.

Companies may request the CVM to send documents not provided for in the system for disclosure to the market.

The information submitted will be under the responsibility of the Director of Investor Relations (DRI), who must, for this purpose, keep their data updated in the DRI Registration module.

Attention must be paid to ensure that PDF files present legible formatting, which facilitates reading, manipulation, and printing of the documents by interested parties.

17.1 NEW CATEGORIES IN IPE

STOCK OPTION PLAN

Companies that adopt or intend to implement a stock option plan must henceforth submit an electronic version of the document approved by the General Assembly, regardless of whether a version has been filed as an appendix to the minutes of the resolution that approved the plan. The objective of such measure is to facilitate consultation and monitoring by this Commission and the general public for this type of corporate program.

DEBENTURE ISSUANCE DEEDS AND AMENDMENTS

Similarly, we request that companies begin to submit electronic versions of the deeds of their debenture issuances and their amendments, as soon as they have obtained the registration/inscription of such documents at the commercial boards or real estate registries, without prejudice to the submission of the deliberative acts that approve them.

CENTRAL BANK HOMOLOGATION ACT

Financial institutions must begin to send the Central Bank homologation acts, through the new category “Central Bank homologation act”. This obligation applies to those decisions and corporate changes that depend on approval by that regulatory body to take effect.

An alternative was added for changing the corporate registration data of financial institutions: the protocol of the document in question, without prejudice to the procedure adopted, until now, of changes justified through the electronic protocol of minutes of general assemblies or board of directors meetings.

It is important to clarify that the alternative created for changing registration data does not dispense with the submission of corporate acts and decisions that resulted in the changes, with companies subject to the applicable sanctions.

17.2 IPE MANUAL

It is absolutely essential to read the document “IPE Manual”, available on the CVM website, which presents a list of document categories provided for in the system, classified by the obligation or not of submission, by the periodicity of its disclosure, and by the necessity or not of publication in the press, as well as bringing guidance regarding the procedure for accessing the system (submission and cancellation of data and DRI registration).

Sincerely,

Circular Letter CVM/SEP 01/05

ELIZABETH LOPEZ RIOS MACHADO
Company Relations Superintendence
Contact the CVM

Lineage: In force

Timeline

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ELIZABETH LOPEZ RIOS MACHADO Company Relations Superintendence Contact the CVM

Lineage: In force

Timeline

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ELIZABETH LOPEZ RIOS MACHADO
Company Relations Superintendence
Contact the CVM