Circular Letter CVM/SEP 01/10

CIRCULAR LETTER/CVM/SEP/N°001/2010
Rio de Janeiro, January 19, 2010
SUBJECT: General guidelines on procedures to be observed by public companies and foreign issuers

Dear Director of Investor Relations,

The Circular Letters issued by the Department of Corporate Relations (SEP) have as their main objective to guide issuers of securities admitted to trading in regulated markets on procedural aspects that must be observed when submitting periodic and occasional information, among other matters.

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

This instrument consolidates the Circular Letters previously issued by SEP, considering, among other things, the new provisions of CVM Instructions No. 480/09 and No. 481/09. It does not, however, dispense with the careful reading and examination of these new Instructions, as well as other applicable norms, and the update of corporate legislation and CVM regulation, especially those that have occurred after this date, must be observed.

Similarly, the issuer must use the IPE Manual, available on the CVM website on the Internet, which will be constantly updated to reflect legal and regulatory changes.

In this sense, it is worth noting that the creation of categories, types, species, and subjects in the IPE System as a result, notably, of CVM Instruction No. 481, as well as the due update of the IPE Manual, will be carried out by 22.01.10.

We also inform you that SEP will timely publish a specific Circular Letter with the objective of guiding issuers on how to fill out the Reference Form provided for in CVM Instruction No. 480/09.

ISSUER CATEGORIES
REQUESTS FOR CONVERSION OF CATEGORIES
ISSUERS WITH LARGE MARKET EXPOSURE
FOREIGN ISSUERS
OBLIGATION TO MAINTAIN A PAGE ON THE WORLD WIDE WEB
PERIODIC FORMS
6.1. CADASTRAL FORM
6.2. REFERENCE FORM
6.2.1. On the replacement of the IAN form
6.3. STANDARDIZED FINANCIAL STATEMENTS – DFP
6.4. QUARTERLY INFORMATION – ITR
FINANCIAL STATEMENTS
7.1. GUIDANCE REGARDING THE VOLUNTARY SUBMISSION OF CONSOLIDATED FINANCIAL STATEMENTS IN IFRS (CVM INSTRUCTION NO. 457/07)
REPORT AND COMMUNICATIONS OF THE TRUSTEE
ORDINARY GENERAL ASSEMBLY – OGA
SHAREHOLDER REPRESENTATION AT ASSEMBLY
PUBLIC REQUESTS FOR PROXY
REQUEST FOR LIST OF SHAREHOLDER ADDRESSES – ARTICLE 126, PARAGRAPH 3, OF LAW NO. 6,404/76
REQUEST FOR CERTIFICATES OF RECORDS IN THE BOOKS – ARTICLE 100 OF LAW NO. 6,404/76
MAIN OCCASIONAL INFORMATION
14.1. EXTRAORDINARY GENERAL ASSEMBLY – EGA AND SPECIAL ASSEMBLY
14.2. SHAREHOLDER AGREEMENT
14.3. GROUP CONVENTION
14.4. RELEVANT ACT AND FACT
14.5. BANKRUPTCY PETITIONS AND JUDGMENTS
14.6. PETITIONS AND JUDGMENTS INVOLVING JUDICIAL AND EXTRAJUDICIAL RESTRUCTURING
14.7. SECURITIES OF ADMINISTRATORS AND RELATED PERSONS
14.8. RELEVANT SHAREHOLDING
14.8.1. Recipient of the obligation
14.8.2. Object of the Relevant Participation
a) Shares b) Debentures convertible into shares, Subscription Warrants, Rights to subscribe for shares, Options to purchase shares and others c) ADR, GDR and BDR d) Share lending e) Indirect Participation
14.8.3. Calculation of the increase or reduction in relevant participation
14.8.4. Time of disclosure
14.8.5. Group of persons acting in concert or representing the same interest
14.8.6. Responsibility of the Administrator or Manager
14.8.7. Publication of the Declaration of Increase in Participation
14.8.8. Content of the declaration of increase in participation
14.8.9. Disclosure of the Declaration by Non-resident Investor
14.9. PERIOD OF TRADING BLACKOUT
14.10. TRADING POLICY
14.11. DISCLOSURE POLICY
14.12. BYLAWS
14.13. MEETINGS OF THE BOARD OF DIRECTORS AND THE FISCAL COUNCIL
14.14. COMMUNICATION OF THE CHANGE OF AUDITOR
COMMON OBSERVATIONS REGARDING PERIODIC AND OCCASIONAL INFORMATION
15.1. REQUEST FOR CONFIDENTIALITY
ISSUERS IN SPECIAL SITUATION
16.1. ISSUERS IN EXTRAJUDICIAL RESTRUCTURING
16.2. ISSUERS IN JUDICIAL RESTRUCTURING
16.3. ISSUERS IN BANKRUPTCY
16.4. ISSUERS IN LIQUIDATION
CONSEQUENCES OF NON-SUBMISSION OF INFORMATION
17.1. PENALTY FINES
17.2. PUBLICATION OF THE LIST OF NON-COMPLIANT ISSUERS
17.3. SUSPENSION OF RECORD OF ISSUER EX OFFICIO
17.4. CANCELLATION OF RECORD OF ISSUER EX OFFICIO
17.5. SANCTIONING ADMINISTRATIVE PROCESS
VOLUNTARY CANCELLATION OF REGISTRATION
CANCELLATION OF RECORD OF ISSUER EX OFFICIO DUE TO ITS EXTINCTION
ARTICLE 203 OF LAW NO. 6,404/76
ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS
INSTALLATION OF THE FISCAL COUNCIL AND ELECTION OF ITS MEMBERS
PROJECTIONS
RECOMMENDATIONS ON GUIDANCE PRACTICE
CAPITAL BUDGET
LATE, CORRECTIVE OR COMPLEMENTARY DECLARATIONS OF DIVIDENDS
INFORMATION TO BE DISCLOSED IN OPERATIONS OF:
27.1. INCORPORATION, MERGER AND SPIN-OFF
27.2. ACQUISITION OF COMMERCIAL COMPANY BY PUBLIC COMPANY
27.3. CONVERSION OF SHARES
27.4. RIGHT OF RETREAT
27.5. CAPITAL INCREASE
27.6. SHARE CONSOLIDATION
SURPLUS SHARES IN CAPITAL INCREASE WITH CREDITS
TRADING WITH SHARES OF ITS OWN ISSUER
BONUS OF TREASURY SHARES
STATUTORY COMPETENCE OF THE BOARD OF DIRECTORS TO DELIBERATE ON THE ISSUE OF DEBENTURES
ARTICLE 143 OF LAW NO. 6,404/76
ELECTION OF ALTERNATE MEMBERS OF THE FISCAL COUNCIL – ARTICLE 161, §1, OF LAW NO. 6,404/76
APPEALS AGAINST DECISIONS OR MANIFESTATIONS OF UNDERSTANDING OF SEP
INQUIRIES BY PUBLIC COMPANIES
COMMUNICATIONS WITH SEP
REQUESTS FOR HEARINGS BY PRIVATE INDIVIDUALS
REQUEST FOR REVIEW OF PROCESS
COMMITMENT TERM
CVMWIN SYSTEM
PUBLIC COMPANY REGISTRATION SYSTEM – CVMWEB
PERIODIC AND OCCASIONAL INFORMATION SYSTEM – IPE
ISSUER CATEGORIES
CVM Instruction No. 480/09 created two registration categories for issuers of securities, according to the species of securities admitted to public trading (article 2):

I. Category A, authorizes the trading of any securities of the issuer in regulated securities markets; and
II. Category B, authorizes the trading of securities of the issuer in regulated securities markets, except the following:
(a) Shares and depositary receipts of shares; or (b) Securities that confer on the holder the right to acquire the securities mentioned in letter "a", as a result of their conversion or 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.

One of the objectives of creating two categories of issuers was to enable the establishment of differentiated information reporting regimes, adequate to each category, according to the species of securities issued for public trading. In this way, Chapter III ("Issuer's Obligations") of the Instruction establishes, for example, in its sections II and III, which deal respectively with periodic and occasional mandatory information, some differentiated rules regarding the discipline of information reporting.

As provided for in article 2 of CVM Instruction No. 480/09, issuers of securities will indicate, at the time of registration, in which of the categories they wish to register, according to the species of securities they intend to have publicly traded. Thus, it will be up to the issuer to choose the regime of obligations to which they wish to submit.

It is worth noting that issuers already registered as public companies before the entry into force of the aforementioned Instruction (01/01/2010) were classified into the categories created by it, according to the criteria established in article 64, according to a Notice prepared and published by the Department of Corporate Relations – SEP on 06/01/2010 (available on the CVM website on the Internet).

Finally, it is worth remembering that, in accordance with article 2 of Annex 32-I of CVM Instruction No. 480/09, foreign companies are registered in category A.

REQUESTS FOR CONVERSION OF CATEGORIES
Once registered, issuers may request the conversion of one registration category into another, through a request sent to SEP, whose procedures and requirements are regulated in articles 8 to 12 of CVM Instruction No. 480/09.
ISSUERS WITH LARGE MARKET EXPOSURE
CVM Instruction No. 480/09 creates, in article 34, the status of issuer with large market exposure, which are those that cumulatively meet the following requirements:

I. Have shares traded on the stock exchange for at least 3 (three) years;
II. Have timely fulfilled their periodic obligations in the last 12 (twelve) months; and
III. Whose market value of shares in circulation is equal to or greater than R$ 5,000,000,000.00 (five billion reais), according to the closing quote on the last business day of the quarter prior to the date of the request for registration of the public offering for distribution of securities.

The status of issuer with large market exposure must be declared by the issuer in the request for registration of the public offering for distribution of securities, through a document signed by the investor relations director containing:

I. Declaration that the issuer meets the requirements indicated above; and
II. Memory of the calculation made by the issuer to verify the market value of shares in circulation.

The objective of creating this status was to allow greater speed in the analysis of registration requests for distribution offerings for such issuers, it being worth noting that such procedure can only be implemented after the entry into force of the norm that will alter CVM Instruction No. 400/03.

FOREIGN ISSUERS
CVM Instruction No. 480/09 instituted criteria to determine whether an issuer falls under the condition of foreign issuer or not. In this way, Annex 32-I stipulates that the issuer will not be considered foreign:

I. That has its headquarters in Brazil; or
II. Whose assets located in Brazil correspond to 50% (fifty percent) or more of those contained in the individual, separate or consolidated financial statements, prevailing that which best represents the economic essence of the business for the purposes of this classification.

The classification as a foreign issuer will be verified at the time of the request for registration (i) of issuer at CVM, (ii) of public offering for distribution of depositary receipts of shares – BDR and (iii) of BDR program. At the time of these requests, the legal representative must sign a document containing:

I. Declaration that the issuer does not fall under any of the hypotheses mentioned in items "I" and "II" of the previous paragraph; and
II. Memory of the calculation made by the issuer to verify the percentage of assets located in Brazil.

It is worth noting that CVM may, exceptionally, dispense with the verification of the classification as a foreign issuer in the case of public offering for distribution of depositary receipts of shares – BDR, upon reasoned request of the issuer, in accordance with paragraph 4 of article 1 of Annex 32-I of CVM Instruction No. 480/09.

Issuers registered at CVM as foreign before the entry into force of CVM Instruction No. 480/09 (01/01/2010) are exempt from proving the classification as a foreign issuer at the time of the request for registration of public offering for distribution of depositary receipts of shares – BDR or of BDR program.

Article 3 of Annex 32-I of CVM Instruction No. 480/09 provides that the persons indicated below must designate legal representatives domiciled and resident in Brazil, with powers to receive citations, notifications and intimations related to actions proposed against the issuer in Brazil or based on Brazilian laws or regulations, as well as to represent them broadly before CVM, being able to receive correspondence, intimations, notifications and requests for clarification:

I. The foreign issuer that sponsors a depositary receipts of shares program – BDR Level II or Level III;
II. Directors or persons who perform functions equivalent to those of a director in the foreign issuer that sponsors a depositary receipts of securities program – BDR Level II or Level III; and
III. Members of the board of directors, or equivalent body, of the foreign issuer that sponsors a depositary receipts of shares program – BDR Level II or Level III.

Legal representatives must accept the designation in writing, in a document indicating knowledge of the powers conferred upon them and the responsibilities imposed by Brazilian laws and regulations, and in case of resignation, death, interdiction, impediment or change of state that disqualifies the legal representative from exercising the function, the issuer has a period of 15 (fifteen) business days to promote its replacement.

It is also alerted that paragraph 2 of article 44 of CVM Instruction No. 480/09 provides that the legal representative of foreign issuers is equated to the investor relations director (DRI) for all purposes provided for in the legislation and regulation of the securities market.

OBLIGATION TO MAINTAIN A PAGE ON THE WORLD WIDE WEB
CVM Instruction No. 480/09 determines, in its article 13, that the issuer must send to CVM and to the entities administering the markets in which its securities are admitted to trading the periodic and occasional information, according to content, form and deadlines established in Chapter III of the Instruction, which provides, among other things, for the obligation of sending by means of an electronic system available on the CVM website on the world wide web.

In addition, the periodic and occasional information provided for in the Instruction must also be made and kept available to investors at the issuer's headquarters for 3 (three) years, counted from the date of disclosure.

The issuer registered in category A must, furthermore, from 01/01/2011, place and keep the above-mentioned information on its page on the world wide web for 3 (three) years, counted from the date of disclosure. It is emphasized that this additional obligation is optional until 31/12/2010, as provided for in article 66 of CVM Instruction No. 480/09.

PERIODIC FORMS
6.1. CADASTRAL FORM
The Cadastral Form is a new electronic document, of periodic and occasional submission, provided for in article 22 of CVM Instruction No. 480/09, whose content reflects Annex 22 of the cited Instruction.

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

The program for filling out and sending the Cadastral Form is in the development phase.

As soon as the program is available, already registered issuers will be notified by SEP about the procedures and deadlines that must be adopted for the submission of the Cadastral Form.

Nevertheless, while the program is not made available, issuers must continue updating their registration data with CVM through the Cadastral Update System (CVMWEB), except for the data of the DRI or equivalent person which continue to be updated via IPE System (see items 41 and 42).

However, if there is a need to submit the Cadastral Form before the program is made available due to an initial registration request of the issuer, issuers must prepare the Form with the data specified in Annex 22 of CVM Instruction No. 480/09, in a text file, and send it through the IPE System, in the category "Cadastral Form - In file".

Once the Cadastral Form is submitted, the issuer must proceed to update it whenever any of the data contained therein is altered, within 7 (seven) business days counted from the fact that caused the alteration, as determined in article 23 of CVM Instruction No. 480/09.

It is also alerted that, independent of this update, annually the issuer must confirm, between May 1st and 31st of each year, that the information contained in the cadastral form remains valid, as provided for in the sole paragraph of article 23 of CVM Instruction No. 480/09.

6.2. REFERENCE FORM
CVM Instruction No. 480/09 created a new periodic document called Reference Form, replacing the IAN Form, which will now constitute the main source of information about the issuer.

This new document seeks to increase the quantity and quality of information that will be made available to investors and the market periodically, bringing Brazilian rules closer to the standards recommended by international institutions specialized in the securities market.

The content of the information to be provided in the Reference Form is specified in Annex 24 of CVM Instruction No. 480/09, it being worth noting that, in the case of issuers registered in Category B, the fields marked with "x" are optional.

According to article 24 of CVM Instruction No. 480/09, the Reference Form must be submitted fully updated annually, within a period of up to 5 (five) months counted from the date of closing of the fiscal year.

In addition, CVM Instruction No. 480/09 also determines that, in case of request for registration of public distribution, issuers must resubmit the Reference Form fully updated on the same date that the request is filed at CVM.

Furthermore, paragraph 3 of article 24 of the aforementioned Instruction provides for hypotheses in which issuers registered in Category A are obliged to update, within 7 (seven) business days counted from its occurrence, the fields of the form whose information are affected by the incidence of the events described below:

I. Change of administrator or member of the fiscal council of the issuer;
II. Change in social capital;
III. Issue of new securities, even if privately subscribed;
IV. Change in the rights and advantages of the issued securities;
V. Change in controlling shareholders, direct or indirect, or variations in their shareholdings equal to or greater than 5% (five percent) of the same species or class of shares of the issuer;
VI. When any natural or legal person, or group of persons representing the same interest, reaches participation, direct or indirect, equal to or greater than 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer has knowledge of such alteration;
VII. Variations in the shareholding position of the above-mentioned persons greater than 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer has knowledge of such alteration;
VIII. Incorporation, share incorporation, merger or spin-off involving the issuer;
IX. Change in projections or estimates or disclosure of new projections and estimates;
X. Celebration, alteration or rescission of a shareholder agreement filed at the issuer's headquarters or in which the controller is a party regarding the exercise of voting rights or control power of the issuer; and
XI. Declaration of bankruptcy, judicial restructuring, liquidation or judicial homologation of extrajudicial restructuring.

Similarly, issuers registered in Category B, in accordance with paragraph 4 of article 24 of the cited Instruction, must also update, within 7 (seven) business days, counted from its occurrence, the fields of the form whose information are affected by the incidence of the following events:

I. Change of administrator;
II. Issue of new securities, even if privately subscribed;
III. Change in controlling shareholders, direct or indirect, or variations in their shareholdings equal to or greater than 5% (five percent) of the same species or class of shares of the issuer;
IV. Incorporation, share incorporation, merger or spin-off involving the issuer;
V. Change in projections or estimates or disclosure of new projections and estimates; and
VI. Declaration of bankruptcy, judicial restructuring, judicial or extrajudicial liquidation or judicial homologation of extrajudicial restructuring.

The program for filling out and sending the Reference Form is in the development phase.

As soon as the program is available, issuers will be notified by SEP about the procedures that must be adopted for filling out and submitting the Reference Form.

Nevertheless, it is worth noting that the rules for updating the information required in the Reference Form, existing in paragraphs 3 and 4 of article 24 of CVM Instruction No. 480/09, are applicable since the entry into force of the norm (01/01/2010).

In this way, until the program is made available, issuers whose information are affected by the occurrence of the events provided for in paragraphs 3 and 4 of article 24 of CVM Instruction No. 480/09 must prepare a document in text file, with the updated content of the fields of the Reference Form related to those events, and send it through the IPE system, in the category "Reference Form - In file", type "Updates provided for in art.24 IN480/09", selecting the standardized subject related to the hypotheses existing in paragraphs 3 and 4 of article 24 of CVM Instruction No. 480/09.

If there is a need to submit the complete form before the program is available – due to an initial registration request of the issuer or a request for registration of public offering for distribution of securities —, issuers must prepare the Reference Form in text file with the data specified in Annex 24 of CVM Instruction No. 480/09, and send it through the IPE system, in the category "Reference Form - In file", type "Complete Form".

It is worth noting, finally, that CVM Instruction No. 480/09 allows issuers to omit from Section 13 of the Reference Form, which deals with the remuneration of administrators, the information relating to the exercises of 2007 and 2008 (article 67).

6.2.1. On the replacement of the IAN form
Initially, it is worth noting that there is no talk of presenting the IAN form with a reference date equal to or greater than 31/12/2009, since such document is not provided for in CVM Instruction No. 480/09, having been replaced by the Reference Form (art. 24 of the cited Instruction).

However, it should be clarified that:

I. Facts occurring in 2009 that would motivate the resubmission of the IAN form of 31.12.08 (under the terms of Article 16, §7º, of IN 202/93), with the obligation to update still due in the 2009 fiscal year, i.e., still during the validity of CVM Instruction No. 202/93, must be informed through the resubmission of the respective IAN/08 form;

II. To inform facts also occurring in 2009 that would motivate the aforementioned resubmission of the IAN, but whose submission deadline, under the terms of the aforementioned Article 16, occurred in 2010 (i.e., already during the validity of CVM Instruction No. 480/09), and which are among the reasons provided for in paragraphs 3º and 4º of Article 24 of this Instruction, the issuer must prepare a document in text file format, with updated content of the respective fields of the Reference Form related to those events, and send it via the IPE System, as indicated in item 6.2; and

III. If the facts described in the previous item are not provided for in the aforementioned paragraphs 3º and 4º, there should be no resubmission of the IAN/08 form nor the presentation of parts of the Reference Form via the IPE System.

6.3. STANDARDIZED FINANCIAL STATEMENTS – DFP

Article 21, item IV, of CVM Instruction No. 480/09 provides for the submission of the Standardized Financial Statements form (DFP) by registered issuers, whose forwarding to the CVM shall be done via the CVMWIN System (see item 40).

According to Article 28 of CVM Instruction No. 480/09, the DFP form must be filled out with data from the financial statements prepared in accordance with the accounting rules applicable to the issuer, in accordance with Articles 25 to 27 of the Instruction, and delivered:

I. By the national issuer, within 3 (three) months after the end of the fiscal year or on the same date as the submission of the financial statements, if this occurs on an earlier date;
II. By the foreign issuer, within 4 (four) months of the end of the fiscal year or on the same date as the submission of the financial statements, if this occurs on an earlier date.

Under the terms of Article 1 of Annex 32-II of CVM Instruction No. 480/09, securitization companies must add to the DFP form:

I. Report on the acquisition, retrocession, payment, and default of credits linked to the issuance of receivables certificates; and
II. Independent financial statements relating to each of the segregated patrimonies by issuance of receivables certificates or debentures under fiduciary regime.

It is emphasized that, except for the specific situation mentioned in the previous paragraph, the submission of the DFP form does not exempt the submission of the financial statements that served as the basis for its completion and vice versa.

If projections are disclosed, the issuer must compare, in the appropriate field of the DFP form, 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 4º of Article 20 of CVM Instruction No. 480/09.

Open companies that use the option provided for in Art. 2 of CVM Instruction No. 457/07 (see item 7.1) must forward the respective DFP – In IFRS form filled out based on consolidated financial statements, without prejudice to the submission of the DFP – In Corporate Legislation form filled out with the data from the individual financial statements.

6.4. QUARTERLY INFORMATION – ITR

Article 29 of CVM Instruction No. 480/09 provides for the submission of forms regarding quarterly information (ITR) by registered issuers, whose forwarding to the CVM shall be done via the CVMWIN System (see item 40).

According to Article 29 of this Instruction, the ITR form must be filled out with data from the quarterly accounting information prepared in accordance with the accounting rules applicable to the issuer, in accordance with Articles 25 to 27 of the Instruction, and delivered:

I. Until 31.12.2011, within 45 (forty-five) days after the end of each quarter of the fiscal year, excluding the last, given the transition rule provided for in Article 65 of CVM Instruction No. 480/09;
II. From 01.01.2012, within 1 (one) month after the end of each quarter of the fiscal year, excluding the last.

It should be clarified that the information from the last quarter will be included in the DFP form (Article 28 of the Instruction), which includes the entire fiscal year. If there is a statutory alteration that results in a fiscal year longer or shorter than one year (sole paragraph of Article 175 of Law No. 6.404/76), it may be the case that the company presents more or less than 3 (three) ITR forms.

CVM Instruction No. 480/09 revoked CVM Instruction No. 245/96, which:

I. Exempted the presentation of the Special Review Report of the ITR for companies with registration for trading of their securities on a stock exchange or organized over-the-counter market, and whose consolidated annual gross revenue, in the immediately preceding fiscal year, had been less than R$ 100,000,000.00;
II. Increased by 15 days the deadline for submitting the ITR form established in item VIII of Article 16 of CVM Instruction No. 202/93.

Thus, with the advent of CVM Instruction No. 480/09, all registered issuers must forward the ITR form within the same deadline of up to 45 (forty-five) days after the end of each quarter of the fiscal year (until 31.12.2011), accompanied by a special review report, issued by an independent auditor registered with the CVM.

It is worth alerting that the ITR form of open companies registered in Category A must contain consolidated accounting information whenever such issuers are obligated to present consolidated financial statements, in accordance with Law No. 6.404, of 1976, as determined by paragraph 2º of Article 29 of CVM Instruction No. 480/09.

Open companies that use the option provided for in Art. 2 of CVM Instruction No. 457/07 (see item 7.1) must forward the respective ITR – In IFRS form filled out based on consolidated quarterly accounting information, without prejudice to the submission of the ITR – In Corporate Legislation form filled out with the data from the individual quarterly accounting information.

It is also alerted that, under the terms of Article 1 of Annex 32-II of CVM Instruction No. 480/09, securitization companies must add to the ITR form and the DFP form:

A foreign issuer with headquarters in a Mercosur member country that prepares financial statements in Portuguese, in national currency, and in accordance with the accounting standards of the country of origin must submit its quarterly accounting information in substitution for the ITR form, as provided for in paragraph 4º of Article 29 of CVM Instruction No. 480/09, through the IPE System, category "Economic-Financial Data", type "Interim Financial Statements", species "DF's - Mercosul with reconciliation to IFRS".

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

FINANCIAL STATEMENTS

As provided for in paragraph 2º and caput of Article 25 of CVM Instruction No. 480/09, the issuer must submit to the CVM the financial statements and, if applicable, the consolidated statements on the same date they are made available to the public, this date not exceeding, in the case:

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

It is alerted that paragraph 1º of Article 25 of CVM Instruction No. 480/09 determines that the financial statements must be accompanied by the following documents, in a single file:

I. Management Report;
II. Independent auditor's opinion;
III. Audit committee or equivalent body's opinion, if any, accompanied by any dissenting votes;
IV. Capital budget proposal prepared by management, if any;
V. Declaration by directors that they reviewed, discussed, and agree with the opinions expressed in the independent auditors' report, stating the reasons, in case of disagreement; and
VI. Declaration by directors that they reviewed, discussed, and agree with the financial statements.

The financial statements of national issuers must be prepared in accordance with Law No. 6.404/76 and CVM standards and audited by an independent auditor registered with the CVM.

As provided for in Article 27 of CVM Instruction No. 480/09, 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:

I. Law No. 6.404, of 1976, and CVM standards; or
II. International accounting standards issued by the International Accounting Standards Board – IASB; or
III. Accounting standards of the country of origin, if the foreign issuer has headquarters in a Mercosur member country. In this case, the financial statements must have the minimum content established by the Common Market Council, as well as be accompanied by explanatory notes describing the asymmetries between the accounting standard of the country of origin and the international accounting standards issued by the International Accounting Standards Board – IASB and the reconciliation of results and equity (paragraph 1º of Article 27).

The financial statements of foreign issuers must be audited by an independent auditor registered with the CVM or by a competent authority in the issuer's country of origin (item II of Article 27). In the latter case, the opinion issued must be accompanied by a special review report prepared by an independent auditor registered with the CVM, as required by paragraph 2º of Article 27 of CVM Instruction No. 480/09.

For open companies, Article 133 of Law No. 6.404/76 provides for the publication of financial statements up to 5 (five) days before the holding of the Ordinary General Assembly, it being recalled that, under the terms of Art. 295, §1º, 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, considering the availability requirement met if the statements are disclosed on the company's electronic page, with their filing at the CVM, via the IPE System, on the same date. If the publication of the financial statements is made 1 (one) month in advance of the OGA date, the publication of the mentioned notice becomes unnecessary.

Article 289 of Law No. 6.404/76 determines that the publications ordered therein must be made in the official organ 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 published in the locality where the company's headquarters is situated.

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 excerpt of the minutes of the OGA, in accordance with paragraph 3º, of Article 289, of Law No. 6.404/76.

National issuers must send to the CVM the financial statements prepared in accordance with the Brazilian accounting standard, via the IPE System, category "Economic-Financial Data", type "Complete Annual Financial Statements".

When submitting this document, the fields regarding the dates and newspapers of the publications must be filled out, and in the case of publication in accordance with paragraph 3º, of Article 133, of Law No. 6.404/76, the expected publication date or the company's electronic page for access to the information must be indicated.

Foreign issuers must send the financial statements, via the IPE System, as follows:

I. If prepared in accordance with the Brazilian accounting standard, using the category "Economic-Financial Data", type "Complete Annual Financial Statements";
II. If prepared in accordance with the international accounting standards issued by the IASB, via the category "Economic-Financial Data", type "Financial Statements In International Standards", species "Financial Statements in IFRS";
III. If prepared in accordance with the accounting standards of the country of origin belonging to Mercosul, via the category "Economic-Financial Data", type "Financial Statements In International Standards", species "DF's - Mercosul with reconciliation to IFRS"

It is emphasized that the submission of the DFP form does not exempt the submission of the financial statements that served as the basis for its completion.

7.1. GUIDANCE REGARDING THE VOLUNTARY SUBMISSION OF CONSOLIDATED FINANCIAL STATEMENTS IN IFRS (CVM INSTRUCTION NO. 457/07)

CVM Instruction No. 457/07, of 16.07.2007, provides that open companies must, from the fiscal year ending 31.12.10, present their consolidated financial statements adopting the international accounting standard, in accordance with the pronouncements issued by the International Accounting Standards Board – IASB.

Until then, open companies were allowed to present their consolidated financial statements adopting the international standard, issued by the IASB, in substitution for the Brazilian accounting standard.

As stated in CIRCULAR LETTER/CVM/SEP/No.004/07, of 06/11/2007, the financial statements in IFRS must be accompanied by explanatory notes and the opinion of independent auditors or, if applicable, a special review report by the auditors. When it concerns issuers listed in Levels 1, 2, or in the Novo Mercado of BOVESPA, given the specific regulation, it is necessary to verify the need to include the consolidated performance comment.

Therefore, until the fiscal year ending 31/12/2010, open companies that use the option provided for in Art. 2 of CVM Instruction No. 457/07 must forward:

I. Individual financial statements in Brazilian accounting standard, via the IPE System, category "Economic-Financial Data", type "Complete Annual Financial Statements";
II. Consolidated financial statements in IFRS, via the IPE System, via the category "Economic-Financial Data", type "Financial Statements In International Standards", species "Financial Statements in IFRS";
III. DFP forms in Corporate Legislation and in IFRS prepared based on the statements cited in letters "a" and "b" above, respectively;
IV. ITR forms in Corporate Legislation and in IFRS prepared based on individual and consolidated quarterly accounting information, in Brazilian accounting standard and in accordance with the international accounting standards issued by the IASB, respectively.

Finally, it is clarified that, just as in the case of consolidated financial statements in Brazilian accounting standard (Art. 295, §1º, item "c", of Law No. 6.404/76), if the open company uses the option to substitute them with consolidated financial statements in IFRS, these must also be published.

TRUSTEE AGENT REPORTS AND COMMUNICATIONS

Law No. 6.404/76 determines, in items "b" and "c" of paragraph 1º of Article 68, that trustee agents must, respectively:

I. Annually, prepare and make available to debenture holders, within 4 (four) months of the end of the company's fiscal year, a report informing relevant facts occurring during the year, relating to the execution of obligations assumed by the company, to the collateral assets of the debentures, and to the constitution and application of the amortization fund, if any, the report must also contain a declaration by the agent regarding their aptitude to continue in the exercise of the function;
II. Notify debenture holders, within a maximum period of 60 (sixty days), of any default by the company, of obligations assumed in the issuance deed.

Thus, it is incumbent upon issuers of debentures admitted to trading in regulated markets in Brazil to forward the report provided for in item XI of Article 21 of CVM Instruction No. 480/09, via the IPE System, via the category "Economic-Financial Data", type "Trustee Agent Report", within 4 (four) months of the end of the fiscal year or on the same day of its disclosure by the trustee agent, whichever occurs first.

Furthermore, without prejudice to the provisions of Article 3 of CVM Instruction No. 358/02, communications by the trustee agent prepared in compliance with Article 68, paragraph 1º, item "c" of Law No. 6.404/76 must be forwarded by issuers to the CVM, immediately after receiving the notification sent by the trustee agent, via the IPE System, category "Economic-Financial Data", type "Notification of the trustee agent to debenture holders", as provided for in Articles 30, item XX, and Article 31, item IX, both of CVM Instruction No. 480/09.

ORDINARY GENERAL ASSEMBLY – OGA

According to the statement of Article 132 of Law No. 6.404/76, annually, in the first four months following the end of the fiscal year, there must be a general assembly to take the accounts of the administrators, examine, discuss, and vote on the financial statements, deliberate on the allocation of the net profit of the year and the distribution of dividends, and elect the administrators and, if applicable, the members of the Audit Committee.

Under the terms of item II, of paragraph 1º, of Article 124, of Law No. 6.404/76, with the wording given by Law No. 10.303/01, the calling of a general assembly of an open company shall be done by means of an announcement published at least three times, containing, in addition to the location, date, and time of the assembly, the agenda, and, in the case of statute reform, the indication of the matter, with the deadline for the first calling being 15 (fifteen) days and for the second calling, 8 (eight) days.

A copy of the notice of calling of the ordinary general assembly must be forwarded to the CVM, via the IPE System, category "Assembly", types "OGA" or "OGA/E", species "Notice of Calling", on the same day of its publication by the press, in accordance with item VII of Article 21 of CVM Instruction No. 480/09.

It is worth highlighting that CVM Instruction No. 481/09, which entered into force on 01/01/2010, instituted new discipline regarding matters related to general and special assemblies of shareholders of open companies, including regarding the information that must accompany the calling announcements and the information and documents relating to the matters to be deliberated. This Instruction applies exclusively to open companies that have shares admitted to trading in regulated markets, in accordance with the sole paragraph of Art. 1º.

Under this new Instruction, the notices of calling of Ordinary and/or Extraordinary General Assemblies must explicitly enumerate, in the agenda, all matters to be deliberated, and the use of the rubric "general matters" for matters that depend on assembly deliberation is prohibited.

In the case of assemblies destined to elect members to the Board of Directors, the minimum percentage of participation in the voting capital necessary to request the adoption of multiple voting, under the terms of Article 141, of Law No. 6.404/76, must appear, obligatorily, in the notice of calling, as determined in Article 4 of CVM Instruction No. 481/09.

Regarding the minimum documents and information that must be made available to shareholders when calling the general assembly, open companies must pay attention to the provisions of CVM Instruction No. 481/09, especially regarding the provisions in its Articles 8º to 21. Such documents and information must be forwarded to the CVM, via the appropriate electronic means, by the date of publication of the first calling announcement, unless Law No. 6.404/76, CVM Instruction No. 481/09, or another norm issued by the CVM establishes a longer deadline.

In this sense, it is worth highlighting that, regardless of the publication provided for in paragraph 3º, the caput of Article 133 of Law No. 6.404/76 requires that documents pertinent to matters included in the agenda of the ordinary general assembly be made available to shareholders, at the company's headquarters, up to one month before the date scheduled for the holding of the assembly, and it is also required by Article 9 of CVM Instruction No. 481/09 that, on this date, the following documents and information be available on the CVM's Internet page:

I. Report of the administration on social business and the main administrative facts of the year ended (included in the Financial Statements and in the DFP form);
II. Copy of the financial statements (forwarded by the IPE System – see item 7);
III. Comment by the administrators on the company's financial situation, in accordance with item 10 of the Reference Form ("Directors' Comments") (sent, via the IPE System, under the category "Assembly", type "AGO" or "AGO/E", species "Administration's Proposal", subject "Comment by administrators on the company's financial situation");
IV. Report of the independent auditors (included in the Financial Statements and in the DFP form);
V. Report of the statutory audit committee, including dissenting votes, if any (included in the Financial Statements, as well as forwarded by the IPE System pursuant to item VI of art. 30 of CVM Instruction No. 480/09, under the category "Administration Meeting", type "Statutory Audit Committee", species "Minutes", subject "Report on the Financial Statements");
VI. DFP Form (forwarded via the CVMWIN System);
VII. Proposal for the allocation of net profit for the year, which must contain, at a minimum, the information indicated in Annex 9-1-II of the Instruction (forwarded by the IPE System under the category "Assembly", type "AGO" or "AGO/E", species "Administration's Proposal", subject "Allocation of Results"); and
VIII. Report of the audit committee, if any (forwarded by the IPE System under the category "Administration Meeting", type "Audit Committee", species "Minutes", subject "Report on the Financial Statements").

It should be noted that the administration's proposal for the allocation of net profit must contain, at a minimum, the information required in Annex 9-1-II of CVM Instruction No. 481/09, and should not be limited to listing the items to be submitted to the shareholders' meeting deliberation, as such a procedure would make it a mere repetition of information already contained in the Call Notice.

In the case of an ordinary general meeting called to elect administrators or members of the statutory audit committee, the company must provide, at a minimum, the information indicated in items 12.6 to 12.10 of the reference form, regarding the candidates indicated or supported by the administration or controlling shareholders. Such information must be included in the administration's proposal, which must be forwarded via the IPE System, category "Assembly", type "AGO" or "AGO/E", species "Administration's Proposal", subject "Election of members of the Boards of Administration and Statutory Audit".

The documents must contain the information necessary to understand the matters to be discussed at the meeting. As provided in CVM Instruction No. 481/09, the information and documents provided to shareholders must be true, complete, and consistent, drafted in clear, objective, and concise language, and must not mislead investors.

According to items IX and X of article 21 of CVM Instruction No. 480/09, summaries of decisions of the ordinary general meeting must be sent via the IPE System, on the same day of its holding, under the category "Assembly", types "AGO" or "AGO/E", species "Summary of Decisions", as well as the minutes of the OGMs, within 7 (seven) business days of its holding, indicating the dates and newspapers of their publication under the category "Assembly", types "AGO" or "AGO/E", species "Minutes".

In this sense, it should be observed that the summary of decisions taken at the meeting (provided for in item IX of article 21 of CVM Instruction No. 480/09) is not the same as the minutes of the OGM (provided for in item X of article 21 of CVM Instruction No. 480/09), which, in accordance with paragraph 1 of article 130 of Law No. 6.404/76, may be drafted in the form of a summary of the events that occurred.

Therefore, the summary provided for in item IX of article 21 of CVM Instruction No. 480/09 deals only with the result of the meeting's deliberations.

It is worth noting that CVM Instruction No. 480/09 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 30 and the sole paragraph of article 31.

Whenever possible, OGM minutes archived at the CVM must contain the attendance list, with the qualification of shareholders, specifying the quantity, type, and class of shares held by each, as well as be accompanied, in the same file, by all documents referenced in the minutes and related to the meeting's deliberations, such as contracts, reports, and statements of dissenting votes by shareholders.

It should be noted that, in accordance with article 60, item III, of CVM Instruction No. 480/09, failure to observe the deadline set in article 132 of Law No. 6.404/76 for the holding of the ordinary general meeting is considered a serious offense.

SHAREHOLDER REPRESENTATION AT MEETING

Paragraph 1 of article 126 of Law No. 6.404/76 establishes that a shareholder may be represented at a meeting by an attorney-in-fact constituted less than 1 (one) year ago, who is a shareholder, administrator of the company, or lawyer, and, in the case of a publicly held company, the attorney-in-fact may also be a financial institution, with the administrator of investment funds representing the co-owners.

CVM Instruction No. 481/09 provides, in its article 5, that the call notice must list the documents required for shareholders to be admitted to the meeting. The Instruction 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 appears at the meeting armed with the required documents may participate and vote, even if they have failed to deposit them previously.

Thus, the impediment to participation at a meeting by a shareholder's representative who has failed to adopt the procedure of prior delivery of the power of attorney instrument as established by the company constitutes a violation of Law No. 6.404/76 and article 5 of CVM Instruction No. 481/09.

It is further noted that, in a meeting held on 24.06.2008 (available on the CVM website), the CVM Collegiate issued an understanding that, although Law No. 6.404/76 conditions the representation of shareholders on the presentation of a power of attorney, neither the Civil Code nor the Corporations Law require the notarization or consularization of powers of attorney. Thus, the company may always, at its discretion, dispense with the notarization and consularization of the powers of attorney granted by shareholders to their representatives.

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

PUBLIC REQUESTS FOR POWER OF ATTORNEY

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

For the purposes of CVM Instruction No. 481/09, public requests for power of attorney are considered:

I. Requests that employ public means of communication, such as television, radio, magazines, newspapers, and pages on the worldwide computer network;
II. Requests directed to more than 5 (five) shareholders, when promoted, directly or indirectly, by the administration or by a controlling shareholder; and
III. Requests directed to more than 10 (ten) shareholders, when promoted by any other person.

It should be noted that investment funds whose decisions on the exercise of voting rights at meetings are made discretely by the same manager are considered as a single shareholder, in accordance with CVM Instruction No. 481/09, with the caveat that proxy requests that do not fall under any of the above hypotheses will be considered private requests, not subject to the procedures provided for in the aforementioned instruction.

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

A copy of the draft power of attorney and the other information required in article 23 of the Instruction, including the identification of the natural or legal persons who promoted, organized, or funded the proxy request, even if partially, must be forwarded to the CVM, on the date of the start of the request, via the IPE 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 forward the public proxy request, accompanied by all information required in article 23 of CVM Instruction No. 481/09, to the investor relations director by the business day prior to the date of the start of the request (art. 26, §1º, of the same instruction).

In line with the provisions of Law No. 6.404/76, CVM Instruction No. 481/09 determines that powers of attorney subject to public request must:

I. Indicate an attorney-in-fact to vote in favor, an attorney-in-fact to abstain, and another attorney-in-fact to vote against each of the proposals subject to the request;
II. Expressly indicate how the attorney-in-fact should vote regarding each of the proposals or, if applicable, whether they should abstain regarding such proposals; and

III. Be limited 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 the powers of attorney 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 powers of attorney subject to a public request promoted by the administration regarding the election of administrators and members of the statutory audit committee must allow the shareholder to vote both on the candidates indicated by the administration and on candidates indicated by shareholders representing at least 0.5% (half percent) of the share capital.

Shareholders who represent at least 0.5% (half 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 12 below).

Regarding the costs related to the public proxy request, CVM Instruction No. 481/09 establishes, in its article 32, that requests promoted by the administration may be funded by the company. In the case of requests made by shareholders representing at least 0.5% (half percent) of the share capital, the rule provides that only expenses resulting from the following will be reimbursable:

I. Publication of up to 3 (three) notices in the same newspaper in which the company publishes its financial statements; and
II. Printing and sending of proxy requests to the company's shareholders.

If the proposal supported by the shareholders is approved or 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 obligated to reimburse only 50% (fifty percent) of the reimbursable expenses.

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

It should be noted that a company that accepts electronic powers of attorney via a system on the worldwide computer network is not obligated to reimburse shareholders for expenses incurred with the making of public proxy requests for the exercise of voting rights (see decision of the Collegiate of 24.06.2008, commented on in item 10 above).

REQUEST FOR LIST OF SHAREHOLDERS' ADDRESSES – ARTICLE 126, PARAGRAPH 3º, OF LAW NO. 6.404/76

The purpose of accessing the address list of article 126, paragraph 3º, is to allow the representation of shareholders by power of attorney at meetings, independent of prior request for power of attorney 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 other purpose than contacting them to represent them at meetings, using powers of attorney, article 126 cannot be invoked.

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

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

According to the Instruction, requests for address lists made by shareholders holding 0.5% (half percent) or more of the share capital of the publicly held company, based on article 126, paragraph 3º, of Law No. 6.404/76, must be attended to by the company within, at most, 3 (three) business days, and the company is prohibited from:
(a) requiring any other justifications for the request; (b) charging for the provision of the shareholder list; or (c) conditioning the approval of the request to the fulfillment of any formalities or the presentation of any documents not provided for in paragraph 2º of article 126, namely:
(i) containing all 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 attorney-in-fact for the exercise of this vote; and (iii) being directed to all holders of shares whose addresses are listed in the company.

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

REQUEST FOR CERTIFICATES OF ENTRIES IN THE BOOKS – ARTICLE 100 OF LAW NO. 6.404/76

Article 100, paragraph 1º, of Law 6.404/76 disciplines the option to obtain a certificate of entries in the Register of Named Shares Book, the Book of "Transfer of Named Shares", the Book of "Register of Named Beneficiary Units", and the Book of "Transfer of Named Beneficiary Units".

Such a certificate may be provided to any person provided that the purpose is the "defense of rights and clarification of situations of personal interest or of shareholders or of the securities market".

In this sense, it should be observed that, as observed in Collegiate decisions regarding the matter, the company exercises, regarding certain records, a public function equivalent to that of agents delegated by state power (such as real estate registry offices), given that the transfer of ownership of shares, and the constitution of real liens on them, is only completed with the transcription in the social books, or in the records that serve as their substitute.

However, conditioning access to the shareholder list to the purpose described in paragraph 1º of article 100 implies a judgment by the company's administration regarding the presence of a right to be defended, or a situation to be clarified, with recourse to the CVM in case of denial of the request by the company's administration.

In a decision of 08/12/2009, the CVM Collegiate expressed an understanding, in response to a consultation formulated by a market agent, regarding the main conditions for granting the certificate of entries in the social books in question, as well as regarding its content, highlighting the main aspects:

I. The provision of art. 100, § 1º, does not obligate the publicly held company to provide a certificate of entries in the social books when the request is justified by facilitating the mobilization of shareholders to discuss topics related to the company and to participate in general meetings;
II. The request made based on this provision must present specific, albeit brief, justification to legitimize its approval, and such justification must identify (i) the right to be defended or the situation of personal interest to be clarified, and (ii) to what extent the disclosure of the entries in the social books is necessary for the clarification of the situation of personal interest or defense of the right in question;
III. The company is obligated to provide a certificate of entries that are necessary and sufficient for the clarification of the situation of personal interest or the defense of the right identified in the request;
IV. The provision of the complete list of shareholders, based on the provision of § 1º of art. 100 of the LSA, is only imposed in cases where it is duly justified that the violated or about to be violated right is inherent to the quality of shareholder, and its defense is of interest to all shareholders;
V. In this way, the provision of the complete list of shareholders is imposed, based on this device, in the hypotheses in which shareholders must act jointly to defend a right, due to the law or bylaws establishing a minimum quorum for petitioning before the Judiciary, Public Administration, or the company's bodies. Examples of this would be the liability action to be proposed by shareholders (art. 159, § 4º, of the LSA), the action for full exhibition of the company's books (art. 105, § 4º, of the LSA), and, furthermore, the request for a list aimed at facilitating the formation of the quorum necessary to convene the general meeting, provided that, in the latter example, it is demonstrated that the deliberation on any matter to be included in the agenda has the clear character of defense of rights.
VI. For the same reason, the granting of the complete list is also justified, in light of the provision of art. 100, § 1º, in cases where the shareholder has legitimacy to act individually to defend a right, which belongs, however, to every and any shareholder.
VII. Outside the hypotheses of defense of a collective or homogeneous individual right, the request for the provision of a certificate of entries in the social books made with the purpose of facilitating the mobilization of shareholders to defend their interests does not meet the requirements established in art. 100, § 1º, of the LSA.

In light of this, it should be emphasized that the requester cannot invoke article 100, paragraph 1º, to gather non-controlling shareholders in order to complete the legal quorum for: (a) adoption of multiple voting, in accordance with article 141; (b) separate election of members of the Board of Administration, in accordance with article 141, paragraph 4º; (c) separate election of the Statutory Audit Committee, according to article 161, as, since it is a matter to be submitted to a shareholders' meeting, the appropriate channel is article 126, paragraph 3º.

Furthermore, the mere commercial interest in obtaining the certificate, such as the offering of service provision, finds no support in paragraph 1° of article 100 of Law No. 6.404/76.

MAIN EVENTUAL INFORMATION
14.1. EXTRAORDINARY GENERAL MEETING – EGM AND SPECIAL MEETING

As in the case of Ordinary General Meetings, the call notices for Extraordinary General Meetings must explicitly enumerate, in the agenda, all matters to be deliberated, and the use of the rubric "general matters" for matters that depend on shareholders' meeting deliberation is prohibited, as established in CVM Instruction No. 481/09.

Furthermore, as provided for in paragraph 3º of article 135 of Law No. 6.404/76, the documents pertinent to the matter to be debated at the extraordinary general meeting must be made available to shareholders at the company's headquarters, upon publication of the first call notice for the general meeting.

It is worth alerting that CVM Instruction No. 481/09, which entered into force on 01/01/2010 and applies exclusively to publicly held companies that have shares admitted to trading on regulated markets (sole paragraph of art. 1º), began to provide for the minimum documents and information that must be made available to shareholders whenever the general meeting is called to deliberate on certain matters provided for in the Instruction. Such documents and information must be forwarded to the CVM, via the appropriate electronic means, by the date of publication of the first call notice, except when Law No. 6.404/76, CVM Instruction No. 481/09, or another norm issued by the CVM establishes a longer deadline.

Thus, when calling a general meeting, companies must pay attention to the provisions of CVM Instruction No. 481/09, especially regarding the provisions of its articles 8º to 21.

The forwarding of the documents and information required in articles 8º and 10 to 21 must be done, via the IPE System, in the manner specified below, upon publication of the first call notice for the general meeting:

I. Information provided for in art. 8º of CVM Instruction No. 481/09, to be included in the administration's proposal and sent under the category "Assembly", type "AGO/E", "AGE" or "AGESP", species "Administration's Proposal", subject "Matter of special interest of a related party";
II. Information indicated in art. 10 of CVM Instruction No. 481/09, to be sent under the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Election of members of the Boards of Administration and Statutory Audit";
III. Information provided for in art. 11 of CVM Instruction No. 481/09, to be included in the administration's proposal and sent under the category "Assembly", type "AGO/E", "AGE" or "AGESP", species "Administration's Proposal", subject "Bylaws Reform";
IV. Information indicated in art. 12 of CVM Instruction No. 481/09 to be sent under the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Remuneration of administrators and councilors";
V. Information indicated in art. 13 of CVM Instruction No. 481/09, to be sent under the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Share-based Remuneration Plan";

VI. Information indicated in Article 14 of CVM Instruction No. 481/09, to be sent by the category "Assembly," type "AGO/E" or "AGE," species "Administration Proposal," subject "Capital Increase," with the exception of:
a. Opinion of the Fiscal Council in capital increase (Item 4 of Annex 14 of CVM Instruction No. 481/09), to be sent by the category "Administration Meeting," type "Fiscal Council," species "Minutes," subject "Opinion on capital increase"; b. Appraisals and studies that supported the determination of the issuance price in capital increase (Item 5, letter "k," of Annex 14 of CVM Instruction No. 481/09) to be sent by the category "Economic-Financial Data," type "Appraisal Report," subject "Appraisal used in capital increase";
c. Appraisal report of assets (Item 5, letter "s," subitem "iii," of Annex 14 of CVM Instruction No. 481/09) to be sent by the category "Economic-Financial Data," type "Appraisal Report," subject "Asset appraisal report";
VII. Information indicated in Article 15 of CVM Instruction No. 481/09, to be sent by the category "Assembly," type "AGO/E" or "AGE," species "Administration Proposal," subject "Issuance of debentures" or "Issuance of subscription warrants";
VIII. Information indicated in Article 16 of CVM Instruction No. 481/09, to be sent by the category "Assembly," type "AGO/E" or "AGE," species "Administration Proposal," subject "Capital Reduction," with the exception of the Opinion of the Fiscal Council on capital reduction (Item 3 of Annex 16 of CVM Instruction No. 481/09), to be sent by the category "Administration Meeting," type "Fiscal Council," species "Minutes," subject "Opinion on capital reduction";
IX. Information indicated in Article 17 of CVM Instruction No. 481/09, to be sent by the category "Assembly," type "AGO/E," "AGE," "AGESP," species "Administration Proposal," subject "Creation of preferred shares or alteration of their preferences, advantages, or redemption or amortization conditions";
X. Information indicated in Article 18 of CVM Instruction No. 481/09, to be sent by the category "Assembly," type "AGO/E" or "AGE," species "Administration Proposal," subject "Reduction of mandatory dividend";
XI. Information indicated in Article 19 of CVM Instruction No. 481/09, to be sent by the category "Assembly," type "AGO/E" or "AGE," species "Administration Proposal," subject "Acquisition of control of another company," with the exception of the studies and appraisals that supported the negotiation of the control acquisition price (Item 13 of Annex 19 of CVM Instruction No. 481/09), to be sent by the category "Economic-Financial Data," type "Appraisal Report," subject "Appraisal used in control acquisition";
XII. Information indicated in Article 20 of CVM Instruction No. 481/09, to be sent by the category "Assembly," type "AGO/E" or "AGE," species "Administration Proposal," subject "Right of Withdrawal," noting that appraisals serving as the basis for the calculation provided in Item 9, letter "a," of Annex 20 of CVM Instruction No. 481/09 must be sent by the category "Economic-Financial Data," type "Appraisal Report," subject "Appraisal based on net asset value at market prices or other criteria accepted by CVM"; and
XIII. Information indicated in Article 21 of CVM Instruction No. 481/09, to be sent by the category "Assembly," type "AGO/E" or "AGE," species "Administration Proposal," subject "Choice of Appraisers."
It is emphasized that, in any case, the administration's proposal must not be limited to the enumeration of the items to be submitted to the assembly deliberation, as such a procedure would make it a mere repetition of information already contained in the Call Notice.
The documents must contain the information necessary to understand the matters to be discussed in the assembly. As provided in CVM Instruction No. 481/09, the information and documents provided to shareholders must be true, complete, and consistent, drafted in clear, objective, and concise language, and must not induce investors to error.
According to item I of Articles 30 and 31 of CVM Instruction No. 480/09, issuers must submit, via the IPE System, category "Assembly," type "AGE," "AGESP," or "AGDEB," species "Call Notice," the call notices for extraordinary, special, and debenture holders' assemblies, whose publications follow the mold of Article 124, paragraph 1, item II, of Law No. 6.404/76. Furthermore, summaries of decisions must be mandatorily submitted, in accordance with items III and IV of the cited articles, on the same day of the assembly's occurrence, via the IPE System, category "Assembly," types "AGE," "AGESP," or "AGDEB," species "Summary of Decisions," as well as the minutes of the assemblies, within 7 (seven) business days of their occurrence, via the IPE System, category "Assembly," types "AGE," "AGESP," or "AGDEB," species "Minutes." In this sense, it is worth noting that the summary of decisions taken in the assembly (provided for in item III of Articles 30 and 31 of CVM Instruction No. 480/09) does not coincide with the minutes of the AGE (provided for in item IV of Articles 30 and 31 of CVM Instruction No. 480/09), 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 events. Thus, the summary provided for in item III of Articles 30 and 31 of CVM Instruction No. 480/09 deals only with the results of the assembly's deliberations. It is highlighted that CVM Instruction No. 480/09 exempts the issuer from delivering the summary of decisions if the issuer delivers the general assembly minutes on the same day of its occurrence, as provided for in paragraph 2 of Article 30 and the sole paragraph of Article 31. Whenever possible, the minutes of Extraordinary, Special, and Debenture Holders' General Assemblies filed with the CVM must contain the attendance list, with the qualification of shareholders or debenture holders, discrimination of the quantity of shares (with designation of their species and class) and debentures held by each, as well as 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 shareholders or debenture holders.

14.2. SHAREHOLDER AGREEMENTS
Without prejudice to the provisions of CVM Instruction No. 358/02, CVM Instruction No. 480/09 provides that the issuer registered in Category A must submit to the CVM, via the IPE System:
I. Shareholder agreements and other corporate pacts filed with the issuer, within 7 (seven) business days counted from their filing, category "Shareholder Agreement";
II. Information about shareholder agreements of which the controller or controlled and affiliated companies of the controller 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 related to the issuer, category "Information about shareholder agreements provided for in Article 30, item XIX, of IN No. 480/09."
It is emphasized that the alteration of its clauses, its extinction due to term or resolutory condition, or the celebration of a new shareholder agreement implies its update with the CVM.

14.3. GROUP OF COMPANIES CONVENTION
According to item IX of Article 30 of CVM Instruction No. 480/09, the controlling company and its controlled companies that constitute, in the form of Article 265 of Law No. 6.404/76, groups of companies, obligating themselves to combine resources or efforts for the realization of their respective objects, or to participate in common activities or ventures, are obliged to send a copy of the convention to the CVM, via the IPE System, category "Group of Companies Convention," within a period of up to 7 (seven) business days counted from its signature. It is worth noting that Law No. 6.404/76, when disposing about Groups of Companies in Articles 265 to 277 (Chapter XXI), stipulated in the sole paragraph of Article 267 that only groups organized in accordance with the cited chapter may use the designation with the words "group" or "group of companies."

14.4. RELEVANT ACT AND FACT
According to Article 3 of CVM Instruction No. 358/02, it is incumbent upon the Investor Relations Director (DRI) to disclose and communicate to the CVM and, if applicable, to the stock exchange and organized over-the-counter market entity in which the securities issued by the company are admitted to trading, any relevant act or fact occurring or related to its business (defined in Article 2 of the aforementioned Instruction), as well as to guarantee its broad and immediate dissemination, simultaneously, in all markets in which such securities are admitted to trading.
Article 30, item X, and Article 31, item VI, of CVM Instruction No. 480/09 determine, in turn, that issuers must submit to the CVM, via the IPE System, communications regarding relevant acts or facts.
If controlling shareholders, directors, members of the board of directors, the fiscal council, and any bodies with technical or consultative functions, created by statutory provision, have personal knowledge of a relevant act or fact and ascertain the Investor Relations Director's omission in fulfilling his duty of communication and disclosure, including in the case of the sole paragraph of Article 6 of CVM Instruction No. 358/02, they will only be exempt from responsibility if they immediately communicate the relevant act or fact to the CVM. It is noted that, 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 via the press any deliberation of the general assembly or the company's administrative bodies, or relevant fact occurring in its business, that may influence, in a considerable manner, the decision of market investors to sell or buy securities issued by the company. Exceptionally, according to Article 6, sole paragraph, of CVM Instruction No. 358/02, relevant acts or facts may be withheld if controlling shareholders or administrators believe that their disclosure would put the company's legitimate interest at risk. In this case, these persons are obliged to, directly or through the DRI, immediately disclose the relevant act or 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 referenced to them. According to Article 4, sole paragraph, of CVM Instruction No. 358/02, if there is atypical fluctuation in the quotation, price, or quantity traded of the securities issued by the open company or referenced to them, "the Investor Relations Director must inquire about persons with access to relevant acts or facts, with the objective of verifying if these have knowledge of information that should be disclosed to the market." Thus, in cases where failures in the disclosure of relevant acts or facts are identified, without prejudice to the investigation of possible use of insider information, the Investor Relations Director, as well as controlling shareholders, other directors, members of the board of directors, the fiscal council, and any bodies with technical or consultative functions, created by statutory provision, are subject to the assessment of responsibility for the eventual violation of the cited Articles 3, 4, and 6 of CVM Instruction No. 358/02 and Articles 155, paragraph 1, and 157, paragraph 4 of Law No. 6.404/76, as applicable. 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. The information subject to disclosure must be expressed in clear and
objective language, exempting the company from issuing a value judgment, especially regarding the progress of judicial disputes and decisions rendered therein, which must reflect the exact wording of such decisions. Corporate law does not prevent relevant information from being disseminated and discussed in meetings of class entities, investors, analysts, or with selected audiences, in the country or abroad. However, ensuring the equitable treatment of all market participants, and in order 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 paragraph 3 of Article 3 of CVM Instruction No. 358/02. Following the orientation stated in Article 5 of the aforementioned Instruction, the disclosure of the relevant act or fact must be made, whenever possible, before the start or after the closing of business in the stock exchanges and organized over-the-counter market entities in which the securities issued by the Company are admitted to trading. Supported by Article 3, paragraph 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 put 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," in accordance with Article 7, paragraph 1, of CVM Instruction No. 358/02. In line with the decision issued by the CVM Collegiate Body, on 22.08.2006, in the judgment of Process CVM RJ/2006/1574 (available on the CVM's Internet page), it is alerted that the disclosure of relevant acts or facts must be done through publication in newspapers of large circulation habitually used by the company, and therefore, in accordance with paragraph 4 of Article 3 of CVM Instruction No. 358/02, publication in an official organ of the Union, State, or Federal District is dispensed with, according to the location of the company's headquarters. It is worth noting that the submission of the file with the text of the relevant act or fact will be done via the IPE System, category "Relevant Fact," on the business day prior to or on the same day of its disclosure by the press, informing the respective locations and dates of publication. It is alerted that, in accordance with Article 18 of CVM Instruction No. 358/02, violation of the provisions contained in the aforementioned Instruction constitutes a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6.385/76.

14.5. BANKRUPTCY PETITIONS AND RULINGS
Without prejudice to the disclosure of Relevant Fact regarding the petition or confession of bankruptcy, in accordance with Article 2 of CVM Instruction No. 358/02, issuers must submit to the CVM, via the IPE System, the following documents provided for in Article 30, items XXVI and XXVII, and Article 31, items XVII and XVIII, of CVM Instruction No. 480/09, on the same day of the issuer's knowledge:
I. Bankruptcy petition, provided it is based on a relevant value, via the category "Bankruptcy Petitions";
II. Ruling denying or granting the bankruptcy petition, via the category "Bankruptcy Ruling," subjects "Ruling denying the bankruptcy petition" or "Ruling granting the bankruptcy petition," as applicable.
It is alerted that the declaration of bankruptcy is one of the hypotheses for updating the Reference Form, in accordance with §§3 and 4 of Article 24 of CVM Instruction No. 480/09 (see item 6.2).

14.6. PETITIONS AND RULINGS INVOLVING JUDICIAL AND EXTRAJUDICIAL RECOVERY
Without prejudice to the disclosure of Relevant Fact regarding the petition or declaration of judicial or extrajudicial recovery, in accordance with Article 2 of CVM Instruction No. 358/02, issuers must submit to the CVM, via the IPE System, the following documents provided for in Article 30, items XXI to XXV, and Article 31, items XII to XVI, of CVM Instruction No. 480/09, within the stipulated deadlines:
I. 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";
II. 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";
III. Ruling denying or granting the judicial recovery petition, with the indication, in the latter case, of the judicial administrator appointed by the judge, on the same day of the issuer's knowledge, in the category "Information on Companies in Judicial or Extrajudicial Recovery," type "Rulings";
IV. Petition for homologation of the extrajudicial recovery plan, with the accounting statements prepared specifically to support the petition, on the same day of filing in court, in the category "Information on Companies in Judicial or Extrajudicial Recovery," type "Petition for homologation of extrajudicial recovery plan";
V. Ruling denying or granting the homologation of the extrajudicial recovery plan, on the same day of the issuer's knowledge, in the category "Information on Companies in Judicial or Extrajudicial Recovery," type "Rulings."
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 §§3 and 4 of Article 24 of CVM Instruction No. 480/09 (see item 6.2).

14.7. SECURITIES OF ADMINISTRATORS AND RELATED PERSONS
As provided for in Article 11, caput and paragraph 4, of CVM Instruction No. 358/02, directors, members of the board of directors, the fiscal council, and any bodies with technical and consultative functions, created by statutory provision, are obliged to communicate to the open company (Investor Relations Director) the quantity, characteristics, and manner of acquisition of the securities issued by them and by controlled or controlling companies, or referenced to them, of which they are holders:
I. Within 5 (five) days after the completion of each transaction;
II. On the first business day after assuming office; and
III. Upon the submission of documentation for the registration of the company as open.
According to Article 11, paragraph 2, the natural persons mentioned in this article will also indicate the securities that are the property of a spouse not judicially separated, a partner, any dependent included in their annual income tax return, and companies directly or indirectly controlled.
The Investor Relations Director must submit, in accordance with §5 of Article 11 of CVM Instruction No. 358/02, the information subject to the cited article, monthly to the CVM, until 10 (ten) days after the end of each month in which changes in the positions held or the month in which the assumption of office of the cited persons occurred. Such information must be submitted via the IPE System, category "Securities Traded and Held (Article 11 of CVM Instr. No. 358)," type "Consolidated Position" and "Individual Position," noting that the form models for completion are available on the CVM's Internet page, under the link "Submission of documents," "XML File Standards and others." With the objective of having complete and reliable information, it is requested that Companies voluntarily submit the forms, even in months when no movements or changes in the positions of administrators and related parties were verified. In this case, the forms must be completed with the information that, during that period, there was no trading of securities of the company, its controlled, its controlling, or its affiliated company, repeating the initial balance values in the final balance. It must be emphasized that this rule aims to disclose all movements carried out by administrators and related parties, with securities issued by the Company and its controlled or controlling companies. Thus, any transaction carried out by the mentioned persons must be reported to the investor relations director and will result in the obligation to submit to the CVM the Form provided for in paragraph 6 of Article 11 of CVM Instruction No. 358/02 within 10 days after the end of the month in which such movement occurs, regardless of modification of the final balance. The information must be submitted in only two files, one of which must contain the forms of the individual positions held by administrators and related parties, and the other, the consolidated position of each body (management, board of directors, fiscal council, and technical or consultative bodies), noting that only the consolidated positions will be available to the external public in the IPE System.

14.8. RELEVANT SHAREHOLDING PARTICIPATION
By virtue of Article 12 of CVM Instruction No. 358/02 (amended by CVM Instruction No. 449/07), any natural or legal person, or group of persons, acting jointly or representing the same interest, who comes to acquire or alienate relevant participation in species or class of shares representing the share capital of an open company, is obliged to, immediately after the operation, communicate to the Company the alteration in their participation. According to the wording of Article 12 of the aforementioned Instruction, it is noted that the relevant participation must be computed specifically in relation to the class or species of shares, in order to qualify the participation, allowing the identification of rights attributed to it. The CVM focuses on the informational issue, aiming to make public essential information about the evolution of the shareholding distribution profile of open companies, which has a strong influence on the political and investment decisions of other shareholders and investors and the market.

14.8.1. Obligor

Pursuant to Article 12 of CVM Instruction No. 358/02, the acquirer or seller of a relevant shareholding is obligated to send a notice to the publicly held company, reporting the transaction (see items 14.8.4 and 14.8.8).

As provided in that article, the increase or decrease in relevant shareholding may occur by an individual investor as well as by a "group of persons, acting in concert or representing the same interest."

According to Article 20 of CVM Instruction No. 358/02, this reporting obligation extends to transactions carried out through "third parties with whom a fiduciary or portfolio management contract or share management contract is maintained."

It is inferred from Article 12 combined with Article 20 of the Instruction that the obligation to forward information to the publicly held company belongs to the individual or legal entity investor, as it is they who, in the capacity of owner, will appear in the custody register of the company's shares and other securities.

Even in cases where transactions are carried out through hired third parties, whether they are administrators, managers, or representatives of non-resident investors, the obligation to disclose information provided for in Article 12 remains with the investor, considering the totality of their direct and indirect transactions; however, attention should be paid to the specific responsibilities of administrators, managers, or representatives of non-resident investors commented on in items 14.8.6 and 14.8.9.

14.8.2. Object of the Relevant Shareholding

a) Shares

According to the main paragraph of Article 12, the focus of the disclosure obligation is on the direct and indirect shareholdings held in the share capital of the publicly held company.

b) Debentures convertible into shares, Subscription Warrants, Rights to subscribe for shares, Call options on shares, and others

As can be verified from the combined reading of the main paragraph with paragraphs 1, 2, and 3 of Article 12 of CVM Instruction No. 358/02, the relevant shareholding also refers to any rights over shares and other securities mentioned in the same article.

To this end, convertible debentures, subscription warrants, rights to subscribe for shares, call options on shares, and any other securities representative or convertible into shares, as well as any contracts that may result in the exercise of rights based on shares issued by a publicly held company, must be considered.

c) ADR, GDR, and BDR

American Depositary Receipts – ADRs, Global Depositary Receipts – GDRs, 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 Instruction No. 358/02, insofar as they are titles representing shares of Brazilian publicly held companies.

It is clarified that BDRs must also be considered for the purposes of disclosure provided for in the article in question, given the provision of Article 21 of CVM Instruction No. 358/02, which imposes the rules of said Instruction on sponsoring companies of BDR programs levels II and III, provided they are compatible with the provisions applicable in the countries where the shares serving as collateral for such securities were issued.

It should be noted that in the case of the securities mentioned in the preceding paragraphs, the acquisitions, movements, and sales subject to reporting in a notice to the market are those corresponding to 5% or more of the class or series of the issuer's shares represented by means of these titles.

d) Share lending

It should be noted that an investor or group of investors who attains, even through ownership of shares acquired by loan, a participation corresponding to 5% (five percent) or more of a series or class of shares representing the capital of a publicly held company, must proceed with the disclosure of the Declaration provided for in Article 12 of CVM Instruction No. 358/02.

Similarly, shares subject to lending must be considered in the calculation of the increase or decrease in relevant shareholding for the purposes of the main paragraph and paragraphs 1 and 4 of the same article.

In this sense, the Declarations referred to in Article 12 of CVM Instruction No. 358/02 must specify the portion of shares held by the declaring investor that was acquired or sold through share lending.

The obligation to communicate a relevant shareholding partially or entirely composed of shares taken by loan is applicable regardless of the purpose for which these operations are intended.

e) Indirect Participation

The indirect participation referred to in CVM Instruction No. 358/02 refers to that held through another vehicle that results in a final participation of 5% or more of the share capital of the publicly held company. In other words, indirect participation will only be considered relevant if this multiplied by the direct participation corresponds to 5% or more of the share capital.

14.8.3. Calculation of the increase or decrease in relevant shareholding

Regarding the increase in shareholding, the aforementioned Instruction determined the disclosure of a declaration on two occasions: (i) when the direct or indirect participation reaches 5% or more of a series or class of shares representing the capital of a publicly held company, that is, crossing the 5% mark (Article 12, main paragraph); (ii) each time the participation of the holder of 5% or more of a series or class of shares representing the capital of a publicly held company increases by 5% of the total of the series or class of shares, that is, undergoes a positive variation of 5% (Article 12, paragraph 1).

To illustrate the incidence of the situations mentioned, suppose a holder of 4% (four percent) of a series of shares of a publicly held company acquires another 2% (two percent) of this same series, totaling 6% (six percent) shareholding. In this case, by virtue of the main paragraph of Article 12 of CVM Instruction No. 358/02, such an operation will entail the disclosure of an acquisition declaration, inasmuch as it crossed the 5% (five percent) shareholding mark.

If the investor increases this participation from 6% (six percent), acquiring, in a first moment, 4% (four percent) of the same series, and, in a second moment, 2% (two percent) of the same series, totaling a participation of 12% (twelve percent), the obligation to disclose a new relevant shareholding declaration will only materialize from the second acquisition, as, in accordance with paragraph 1 of Article 12 of CVM Instruction No. 358/02, it was at that moment that the positive variation of 5% (five percent) was verified.

Regarding decreases in shareholding, CVM Instruction No. 358/02 prescribed the obligation to disclose a declaration on two occasions: (i) when the participation of the holder of 5% or more of a series or class of shares representing the capital of a publicly held company reaches the percentage of 5% of the total of this series or class, that is, decreases, crossing the 5% mark (Article 12, paragraph 4, first part); (ii) each time the participation of the holder of 5% or more of a series or class of shares representing the capital of a publicly held company reduces by 5% of the total of the series or class, that is, undergoes a negative variation of 5% (Article 12, paragraph 4, in fine).

By way of example, the same investor mentioned above, holding 12% (twelve percent) of the total of a series of shares of a publicly held company, who sells 5% (five percent) of their participation, reducing their position to 7% (seven percent), will have the obligation to disclose the declaration, based on Article 12, paragraph 4, in fine, due to the negative variation of 5% (five percent) in their participation.

A new disclosure of declaration will be required in the event that this same investor, holding 7% (seven percent) of a series of shares of a publicly held company, sells at least 2% (two percent) of their shareholding, reaching the mark of 5% (five percent) of the total shares of this series, as provided in the first part of Article 12 of CVM Instruction No. 358/02.

It is alerted that the variation in shareholding is not exclusively tied to a single transaction, but is also assessed cumulatively, referring to the acquisition/sale/extinction of shares and rights over shares in both onerous (purchase and sale, swap, and loan) and gratuitous (donation) modalities.

It should also be noted that, in accordance with Article 20 of Instruction No. 358/02, the communication obligation commented on here:

I. Applies to transactions carried out on stock exchanges and in the over-the-counter market, organized or not, as well as those carried out without the intervention of an institution part of the distribution system in Brazil and abroad; and

II. Extends to transactions carried out directly or indirectly by the persons referred to in Article 12 of said norm, whether such transactions take place through a controlled company or through third parties with whom a fiduciary or portfolio management contract or share management contract is maintained.

It is also alerted that indirect transactions are not considered those carried out by investment funds of which the persons mentioned in Article 12 are unitholders, provided that such funds are not exclusive, nor can the administrator's trading decisions be influenced by the unitholders.

14.8.4. Time of Disclosure

Pursuant to Article 12 of CVM Instruction No. 358/02, the communication of the increase or decrease in relevant shareholding must be made immediately after the participation referred to is achieved. As a rule, to observe the deadline established in said article, disclosure must occur in the case of share acquisition on stock exchanges and in the over-the-counter market, by the start of the trading session following the physical settlement of the transaction, without prejudice to the provisions of Article 3 of the same instruction, in cases where the increase in participation constitutes a Relevant Fact (see item 14.8.7).

In the case where contracts are entered into that may result in the exercise of rights based on shares that, considering the participation already held by the investor, come to represent a relevant percentage of the series or class of shares issued by a publicly held company, disclosure must occur on the day of the celebration of the contract.

The communication of relevant shareholding in convertible debentures, subscription warrants, other rights to subscribe for shares, and call options on shares or securities convertible into shares must be promoted both at the time of their acquisition and upon their exercise or conversion into shares or, if applicable, their sale or non-exercise.

14.8.5. Group of persons acting in concert or representing the same interest

The obligation to communicate the variation in relevant shareholding covers not only individual investors, but also the group of persons acting in concert or representing the same interest. In order to facilitate understanding of the concept covered by the expression "representing the same interest," the following are three exemplary hypotheses of the link between shareholders:

I. Link due to kinship, contract, or shareholders' agreement providing for voting rights;
II. Shareholding control or direct or indirect participation in capital in a percentage greater than 10%; and
III. Other hypotheses where there is discretionary management of resources, or where their portfolios are under common management.

In the specific case of "discretionary management" of resources, there is a presumption that is not absolute. The relevant shareholding attained by investors under discretionary or common management must be the result of investment decisions following a single strategy or where there is joint action in decisions regarding the exercise of voting power.

In cases where this joint action is not identified, investors must not send the notice provided for in Article 12 of CVM Instruction No. 358/02 to the publicly held company, under penalty of providing incorrect information to the market. If the relevant participation is attained by a set of investors under common management, acting in concert or representing the same interest, the declaration must discriminate them, one by one, with indication of their respective participations, informing, even, the administrator or manager responsible, even if none of these clients hold or move the percentage of 5% (five percent) individually.

14.8.6. Responsibility of the Administrator or Manager

By virtue of the sole paragraph of Article 14 of CVM Instruction No. 306, the administrator of a portfolio of securities "must guarantee, through adequate internal control mechanisms, the permanent compliance with current norms and regulations, referring to the various alternatives and modalities of investment, to the activity of portfolio management itself, and to standards of ethical and professional conduct."

Thus, in the investor's omission regarding compliance with what is determined by Article 12 of CVM Instruction No. 358/02, the administrator of securities portfolios or the manager of resources may eventually be held administratively liable for providing such information, based on Article 14 of CVM Instruction No. 306/99, when: (i) representing the same interest of their clients, being directly and exclusively responsible for the transaction; (ii) having unequivocal knowledge of the effective possibility of attaining a relevant shareholding; and (iii) being able to exercise discretionarily the political rights of shares of a company acquired for their clients.

14.8.7. Publication in the Press of the Declaration of Increase in Participation

The rules for the publication in the press of the Declaration of Increase in Participation existing in Article 12 of CVM Instruction No. 358/02 were altered during the reform of this norm promoted by CVM Instruction No. 449/07.

In its previous wording, Article 12 of CVM Instruction No. 358/02 required the publication in the press of any acquisition of shares that exceeded the limit of 5% of the total of its series or class. On an exceptional basis, with CVM authorization, the exemption from publication was admitted, provided that the company had dispersed shares and the acquisition did not have the objective of influencing the control or administrative structure of the society.

CVM Instruction No. 449/07 altered this logic by transforming the rule into an exception and vice versa.

Thus, the increase in participation greater than 5% does not need, in principle, to be disclosed in the press, nor is it necessary for the CVM to grant an exemption from this publication.

It should be noted that publication will continue to be required in the same cases where it was previously required. The change in question merely recognizes that cases where the acquisition has the objective of influencing the control or administrative structure of the company are less frequent than imagined when CVM Instruction No. 358/02 was issued.

In this sense, 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, in accordance with CVM Instruction No. 361/02, the acquirer, in addition to sending the aforementioned declaration to the Company, must promote its publication in the press in accordance with Article 3 of CVM Instruction No. 358/02.

Sellers of relevant shareholdings, according to Article 12, paragraph 4, of said norm, must inform the sale or extinction of their shares issued by a publicly held company by sending a "Declaration of Sale of Relevant Shareholding" to the Company.

"Declarations of Acquisition of Relevant Shareholding," as well as "Declarations of Sale of Relevant Shareholding," must be forwarded to the Director of Investor Relations of the publicly held company.

As soon as received by the Company, the Director of Investor Relations must forward the declarations through the IPE System, category "Notice to the Market," type "Acquisition/Sale of Shareholding (Article 12 of CVM Instruction No. 358)" and species "Declaration of sale of relevant shareholding – art. 12, §4º, of CVM Instruction No. 358/02" or "Declaration of acquisition of relevant shareholding – art. 12 of CVM Instruction No. 358/02". In the case of declarations that have been subject to publication, by virtue of paragraph 5 of Article 12 or spontaneously, the dates and newspapers in which the publication was effected must be informed.

The DRI must, equally, promote the necessary update of the information provided on the subject in the Reference Form, in accordance with paragraphs 3, items V, VI, and VII, and 4, item III, of art. 24 of CVM Instruction No. 480/09.

14.8.8. Content of the declaration of increase in participation

In the case of acquirers, the aforementioned communication must be made through a "Declaration of Acquisition of Relevant Shareholding," which must contain the following information:

I. Name and qualification of the acquirer, indicating the number of registration in the National Registry of Legal Entities or in the Registry of Individuals;
II. Objective of the participation and quantity sought, containing, if applicable, a declaration by the acquirer that their purchases do not aim to alter the composition of control or the administrative structure of the society;
III. Number of shares, subscription warrants, as well as rights to subscribe for shares and call options on shares, by series and class, already held, directly or indirectly, by the acquirer or person linked to them;
IV. Number of debentures convertible into shares, already held, directly or indirectly, by the acquirer or person linked to them, specifying the quantity of shares subject to possible conversion, by series and class; and
V. Indication of any agreement or contract regulating the exercise of voting rights or the purchase and sale of securities issued by the company.

If applicable, the controlled companies, subsidiaries, and other corporate vehicles through which the transactions were carried out must also be discriminated.

If the shareholding was attained by a set of investors under common management, the declaration must discriminate them, one by one, with indication of their respective participations, informing, even, the responsible administrator, even if none of these clients hold or move the percentage of 5% (five percent) individually.

14.8.9. Disclosure of the Declaration by Non-Resident Investor

Pursuant to Articles 12 and 21 of CVM Instruction No. 358/02, it is the responsibility of the shareholder, regardless of their domicile, to disclose the declaration of acquisition or sale of relevant shareholding, by forwarding the information to the Company.

In the case of the non-resident investor, it is the responsibility of their legal representative, in accordance with item V of Article 5 of CMN Resolution No. 2.689/00, "to immediately communicate to the Central Bank of Brazil and to the Securities and Exchange Commission the cancellation of the representation contract referred to in item I of this article, as well as, observing the respective competencies, the occurrence of any irregularity of their knowledge."

In cases where the non-resident investor omits compliance with what is determined by Article 12 of CVM Instruction No. 358/02, their legal representative may eventually be held administratively liable, based on item V of Article 5 of CMN Resolution No. 2.689/00.

14.9. TRADING BLACKOUT PERIOD

Article 13 of CVM Instruction No. 358/02 establishes that, before the disclosure to the market of a relevant act or fact, trading with securities issued by the company, or referenced to them, is prohibited:

I. By the publicly held company itself, by controlling shareholders, direct or indirect, directors, members of the board of directors, the fiscal council, and any bodies with technical or consultative functions, created by statutory provision, or by anyone who, by virtue of their position, function, or role in the publicly held company, its holding company, its subsidiaries, or affiliates, has knowledge of the information relating to the relevant act or fact;
II. By anyone who has knowledge of information relating to a relevant act or fact, knowing that it is information not yet disclosed to the market, especially those who have a commercial, professional, or trust relationship with the company, such as independent auditors, securities analysts, consultants, and institutions part of the distribution system, who are responsible for verifying regarding the disclosure of the information before trading with securities issued by the company or referenced to them.
III. By administrators who leave the administration of the company before the public disclosure of a business or fact initiated during their management period, with the prohibition extending for a period of six months after their departure.

The trading prohibition will also prevail when there is the intention to promote a merger, total or partial spin-off, consolidation, transformation, or corporate reorganization.

The prohibitions cited above will cease to be in force as soon as the company discloses the relevant fact to the market, unless trading with the shares could interfere with the conditions of the aforementioned businesses, to the detriment of the company's shareholders or the company itself.

Furthermore, it is worth highlighting that the prohibition cited in item I above does not apply to the acquisition of shares held in treasury, through private negotiation, resulting from the exercise of a call option in accordance with the share option grant plan approved in a general meeting.

CVM Instruction No. 358/02 also prohibits trading with securities issued by the company, or referenced to them, by controlling shareholders, direct or indirect, directors, and members of the board of administration, whenever the acquisition or sale of shares issued by the company, its subsidiaries, affiliates, or another society under common control is underway, or if an option or mandate has been granted for the same purpose.

In this case, the trading prohibition must be observed on the dates when the society is carrying out the acquisitions or sales, and not necessarily throughout the entire validity period of the program.

It is worth noting that both in the case of a share buyback program, as in the other prohibitions cited above, the prohibition on trading will not extend to transactions that are carried out in conformity with the policy of

transaction approved by the company, in accordance with Article 15 of CVM Instruction No. 358/02.

Regarding the prohibition of trading during the 15-day period preceding the disclosure of quarterly and annual information, the regulation establishes that such prohibition shall not apply to the acquisition of shares issued by the company that are carried out in accordance with an investment plan previously approved by the company, as provided in paragraph 3 of Article 15 of the aforementioned instruction.

14.10. TRADING POLICY

The securities trading policy, provided for in Article 15 of CVM Instruction No. 358/02 (amended by CVM Instruction No. 449/07), is optional. However, such a policy is very useful for issuers to establish conduct rules for transactions involving, primarily, their own issued shares.

The preparation of a securities trading policy acquires greater relevance in the case of issuers that adopt or may adopt incentive programs for their employees and executives, such as stock option plans, as, by establishing internal rules, these companies define a general line of guidance, while simultaneously making it clear to their investors that they are attentive to the fairness and transparency of transactions involving their issued securities, with emphasis on those of a private nature.

Issuers registered in Category A that have this policy must submit it via the IPE System, under the category "Company Share Trading Policy," as provided for in Article 30, item XI, of CVM Instruction No. 480/09.

Although this obligation does not exist for issuers registered in Category B, it is recommended that they voluntarily submit it in the manner described above.

14.11. DISCLOSURE POLICY

The policy for the disclosure of material acts or facts is a mandatory document established in Article 16 of CVM Instruction No. 358/02, applicable to all open 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 its corporate organization and the nature of the securities issued, for it to have the duty to adopt the disclosure policy.

Issuers must submit the Disclosure Policy to the CVM via the IPE System, under the category "Disclosure Policy for Material Act or Fact," as provided for in Article 30, item XII, and Article 31, item VII, of CVM Instruction No. 480/09.

14.12. CORPORATE BYLAWS

With the entry into force of CVM Instruction No. 480/09, issuers registered in Category A are obliged, by virtue of item XIII of Article 30 of the aforementioned Instruction, to submit the consolidated corporate bylaws within 7 (seven) business days counted from the date of the assembly that deliberated the amendment. The submission must be made via the IPE System, under the category "Corporate Bylaws."

Before the effectiveness of the aforementioned Instruction, the submission of this document was mandatory for all issuers, insofar as the corporate bylaws were part of the IAN form.

Thus, although there is no regulatory obligation to submit the consolidated corporate bylaws for issuers registered in Category B, it is recommended that they submit it in the manner described above.

14.13. MEETINGS OF THE BOARD OF DIRECTORS AND THE FISCAL COUNCIL

Among the new occasional information of mandatory presentation included in CVM Instruction No. 480/09 are those related to meetings of the board of directors and the fiscal council.

The Instruction determines, in items V and VI of Article 30, that issuers registered in Category A must submit, via the IPE System, the following information, within the indicated deadlines:

I. Minutes of board of directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, within 7 (seven) business days counted from their holding, under the category "Administration Meeting," type "Board of Directors," species "Minutes";
II. Minutes of fiscal council meetings, which approved opinions, within 7 (seven) business days counted from the date of disclosure of the act or fact subject to the opinion, under the category "Administration Meeting," type "Fiscal Council," species "Minutes."

It should be noted that issuers registered in Category A are obliged to submit only, via the IPE System, in the manner described above, the extracts of minutes of board of directors meetings whose agenda contains matters that may affect the rights or the quotation of the issuer's securities admitted to trading in regulated securities markets, within 7 (seven) business days counted from their holding, as provided for in item V of Article 31 of CVM Instruction No. 480/09.

It is alerted that, although minutes related to board of directors meetings have not been included in the Instruction among the occasional information of mandatory presentation, their voluntary submission is recommended.

14.14. COMMUNICATION OF AUDITOR CHANGE

As determined by Article 28 of CVM Instruction No. 308/99, it is the responsibility of the audited entity's administration, within 20 (twenty) days, to communicate the auditor change to the CVM, whether or not there is a termination of the audit services contract, with justification for the change, which must include the consent of the replaced auditor.

Such communication must be sent to the CVM via the IPE System, category "Market Communication," type "Auditor Change (Article 28, CVM Instruction No. 308/99)."

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

It is also worth noting that, regardless of the disclosure of the aforementioned communication, the issuer must update its registration data with the CVM, regarding the independent auditor. Until the Registration Form system is made available, issuers must continue to update their registration data via the Registration Update System (CVMWEB) (see items 6.1 and 41).

COMMON OBSERVATIONS REGARDING PERIODIC AND OCCASIONAL INFORMATION

The submission of periodic and occasional information provided for in CVM Instruction No. 480/09, Article 28 of CVM Instruction No. 308/02, and CVM Instruction No. 358/02 (amended by CVM Instruction No. 449/07) must be made as follows:

I. DFP and ITR Forms – via the CVMWIN System (see item 40);
II. Registration Form and Reference Form – via the system currently being developed (see items 6.1 and 6.2); and
III. Other periodic information and occasional information – via the IPE System (see item 42).

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

For information whose submission deadline is not stipulated in business days in CVM Instruction No. 480/09, it should be informed that, if coinciding with Saturday, Sunday, or a national holiday, the final date for the presentation of periodic and occasional information will be the following business day, as established by Article 66 of Law No. 9.784, of 29.01.1999.

An issuer that fails to comply with the obligations to submit periodic information provided for in CVM Instruction No. 480/09 will be subject to a daily coercive fine (see item 17.1), according to the values related in Article 58 of the aforementioned Instruction, without prejudice to the responsibility of the administrators (and, where applicable, the liquidator, judicial administrator, judicial manager, receiver, judicial administrator, or liquidator), in accordance with Articles 9, item V, and 11 of Law No. 6.385/76.

Furthermore, it is stressed that it constitutes a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6.385/76, the transgression of the provisions of CVM Instruction No. 358/02 (amended by CVM Instruction No. 449/07), as provided for in its Article 18, as well as the disclosure to the market or delivery to the CVM of false, incomplete, or inaccurate information that induces the investor to error and the repeated non-observance of the deadlines established for the presentation of occasional information provided for in CVM Instruction No. 480/09, in accordance with its Article 60.

Finally, it is highlighted, without prejudice to the provisions of the last two paragraphs, that the company must keep the market informed about any difficulty in meeting the deadlines provided for the presentation of periodic and occasional information.

15.1 CONFIDENTIALITY REQUEST

CVM Instruction No. 480/09 gave new treatment to confidentiality requests for information sent to the CVM, previously regulated in Article 14 of CVM Instruction No. 202/93.

Currently, such requests are limited to information and documents additional to those required by CVM Instruction No. 480/09 that are requested by SEP in accordance with Article 56.

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

According to paragraphs 4 and 5 of Article 56, confidential information must be sent inside a sealed envelope, addressed to the Presidency of the CVM, with the word "confidential" appearing on the envelope, and the issuer and its administrators, directly or through the Investor Relations Director, will be responsible for immediately disclosing to the market the information for which the CVM has granted 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.

ISSUERS IN SPECIAL SITUATION

16.1. ISSUERS IN EXTRAJUDICIAL RECOVERY

In addition to the periodic and occasional information provided for in CVM Instruction No. 480/09, issuers in extrajudicial recovery must send to the CVM reports on the fulfillment of the payment schedule and other obligations established in the extrajudicial recovery plan, with a frequency not exceeding 90 (ninety) days, as provided for in Article 35 of the Instruction. These reports must be submitted via the IPE System, category "Information in Companies in Judicial or Extrajudicial Recovery," type "Report on Plan Fulfillment."

It is alerted that paragraph 3 of Article 44 of CVM Instruction No. 480/09 provides that whenever an issuer in a special situation has its administrators replaced by a liquidator, judicial administrator, judicial manager, receiver, or similar figure, this person will be equated to the investor relations director for all purposes provided for in the legislation and regulation of the securities market.

It is worth noting that, in addition to the submission of the aforementioned documents, issuers must proceed to update their registration data with the CVM, notably regarding the change in the company's situation and its responsible person. Until the Registration Form system is made available, issuers must continue to update their registration data via the Registration Update System (CVMWEB), except for the responsible person's data, which continue to be updated via the IPE System (see items 6.1, 41, and 42).

16.2. ISSUERS IN JUDICIAL RECOVERY

Article 36 of CVM Instruction No. 480/09 only 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.

Thus, these issuers must submit, via the IPE System, the other periodic and occasional information provided for in the Instruction, including the following information provided for in its Article 37, within the respective deadlines specified:

I. Monthly financial statements accompanied by the judicial administrator's report, under the category "Information of Companies in Judicial or Extrajudicial Recovery," type "Monthly Financial Statements";
II. Recovery Plan (see item 14.6);
III. Declaration of bankruptcy during the process (see item 14.5); and
IV. Detailed report presented by the judicial administrator at the end of the recovery, under the category "Information of Companies in Judicial or Extrajudicial Recovery," type "Detailed Report."

16.3. ISSUERS IN BANKRUPTCY

Article 38 of CVM Instruction No. 480/09 only expressly exempts the issuer in bankruptcy from submitting periodic information.

Therefore, these issuers must submit to the CVM, via the IPE System, the occasional information provided for in the Instruction, including the following information provided for in Article 39 of CVM Instruction No. 480/09, within the respective deadlines specified:

I. Report on the causes and circumstances that led to the situation of bankruptcy, under the category "Information of Companies in Bankruptcy," type "Causes and circumstances of bankruptcy";
II. Administrative financial statements, under the category "Information of Companies in Bankruptcy," type "Administrative financial statements";
III. Any other accounting information presented to the judge in the bankruptcy process, under the category "Information of Companies in Bankruptcy," type "Other accounting information";
IV. Statements presented at the end of the bankruptcy process, under the category "Information of Companies in Bankruptcy," type "Statements presented at the end of the bankruptcy process";

V. Final report on the bankruptcy process, under the category "Information of Companies in Bankruptcy," type "Final report"; and
VI. Closing sentence of the bankruptcy process, under the category "Information of Companies in Bankruptcy," type "Closing sentence."

16.4. ISSUERS IN LIQUIDATION

Article 40 of CVM Instruction No. 480/09 only expressly exempts the issuer in liquidation from submitting periodic information.

Therefore, these issuers must submit to the CVM, via the IPE System, the occasional information provided for in the Instruction, including the following information listed in Article 41 of CVM Instruction No. 480/09, within the respective deadlines specified:

I. Act of appointment, dismissal, or substitution of the liquidator, under the category "Information of Companies in Liquidation," types "Appointment of liquidator," "Dismissal of liquidator," or "Substitution of liquidator," as applicable;
II. General list of creditors prepared by the liquidator, under the category "Information of Companies in Liquidation," type "General list of creditors";
III. Definitive general list of creditors, under the category "Information of Companies in Liquidation," type "Definitive general list of creditors";
IV. Report and final balance sheet of the liquidation, under the category "Information of Companies in Liquidation," type "Report and Final Balance Sheet of Liquidation";
V. Other reports, opinions, and accounting information, under the category "Information of Companies in Liquidation," type "Other reports, opinions, and accounting information"; and
VI. Act of closing the liquidation, under the category "Information of Companies in Liquidation," type "Act of closing the liquidation."

CONSEQUENCES OF NON-SUBMISSION OF INFORMATION

As highlighted in the previous items, issuers must pay attention to compliance with the legal and regulatory requirements imposed, especially regarding the submission of periodic and occasional information provided for in CVM Instruction No. 480/09.

17.1. COERCIVE FINES

Initially, it is worth clarifying that coercive fines are imposed, observing the provisions of applicable regulation, notably CVM Instruction No. 452/07, without excluding the assessment of responsibility for non-compliance with the provisions contained in corporate law, as well as for non-compliance with a specific order issued by the CVM.

We alert that CVM Instruction No. 480/09 gave new discipline for the application of coercive fines for non-compliance with the deadlines for submitting information.

In accordance with Article 58 of the Instruction, an issuer that fails to comply with the established deadlines for submitting the periodic information listed in Article 21 of CVM Instruction No. 480/09 will be subject to a daily coercive fine, according to the following values:

I. R$ 500.00 (five hundred reais) for issuers registered in Category A; and
II. R$ 300.00 (three hundred reais) for issuers registered in Category B.

Note that from the decision to apply coercive fines, an appeal may be filed to the CVM Collegiate Body, within 10 (ten) days, in accordance with Article 13 of CVM Instruction No. 452/07.

In this sense, it is highlighted the need to maintain updated registration data, notably the company's address and the IRD's address, as commented in items 6.1, 41, and 42.

Since 2007, appeals must be filed via the CVM's Internet page (www.cvm.gov.br), on the link "Inspection Fee and Coercive Fine"/"Appeal against Coercive Fine – Ordinary and Extraordinary"/"CVMWeb Login."

Furthermore, in accordance with item IX of CVM Deliberation No. 463/03, in the event of error, omission, obscurity, or material inaccuracies in the decision, or contradiction between the decision and its grounds, the Collegiate Body will appreciate requests for reconsideration of its decision regarding the appeal.

It is also clarified that CVM Deliberation No. 447/02, amended by CVM Deliberations No. 467/04 and No. 483/05, provides, among other things, for the installment payment of applied coercive fines, and CVM Deliberation No. 501/06 provides for the incidence of late payment interest on debts arising, among others, from coercive fines.

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

Finally, it is worth highlighting that the penalties provided for in the caput of Article 11 (and respective items I to VIII) of Law No. 6.385/76 do not confuse with the coercive fines provided for in Article 58 of CVM Instruction No. 480/09 and will only be imposed with the observation of the procedure provided for in paragraph 2 of Article 9 of Law No. 6.385/76 (administrative process preceded by an investigative stage).

17.2. PUBLICATION OF THE LIST OF INADMISSIBLE ISSUERS

CVM Instruction No. 480/09 revoked CVM Deliberation No. 178/95 and established new discipline for the preparation of the inadmissible list.

Previously, all open companies whose registration was outdated for more than 6 (six) months were subject to inclusion in a semi-annual list of inadmissible open companies, as provided for in CVM Deliberation No. 178/95.

Article 59 of CVM Instruction No. 480/09 reduced the period of inadmissibility that triggers the inclusion of the issuer in the list. Thus, all issuers who are in default for at least 3 (three) months in fulfilling any of their periodic obligations are now subject to being included in this list.

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

17.3. SUSPENSION OF ISSUER REGISTRATION EX OFFICIO

CVM Instruction No. 480/09 revoked CVM Instruction No. 287/98 and established a new procedure for the suspension of registration.

Previously, issuers who had been in arrears for more than 3 (three) years with the obligation to provide information to the CVM were subject to the suspension of registration, as established in Article 2 of CVM Instruction No. 287/98.

Article 52 of CVM Instruction No. 480/09 reduced the period of inadmissibility that triggers the suspension of registration. Thus, SEP is responsible for suspending the registration of issuers that fail to comply, for a period exceeding 12 (twelve) months, with their periodic obligations.

As provided for in the sole paragraph of Article 52 of CVM Instruction No. 480/09, SEP will inform the issuer about the suspension of its registration via a letter sent to its headquarters, according to the data contained in its Registration Form (item 6.1), and via a communication on the CVM's page on the worldwide computer network.

The issuer whose registration is suspended may request the reversal of the suspension through a reasoned request, sent to SEP, accompanied by documents proving compliance with periodic and occasional obligations that are overdue. The deadlines and procedures to be observed in this request are regulated in Article 53 of CVM Instruction No. 480/09.

It should be noted that the repeated failure to observe the deadlines set for the submission of periodic and occasional information provided for in this instruction constitutes a serious offense for the purposes of § 3 of Article 11 of Law No. 6,385, of 1976, subjecting those responsible to the penalties provided for in said Article 11, observing the procedure provided for in paragraph 2 of Article 9 of Law No. 6,385/76.

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

17.4. CANCELLATION OF ISSUER REGISTRATION BY OFFICE

By revoking CVM Instruction No. 287/98, CVM Instruction No. 480/09 also altered the circumstances in which the issuer's registration must be cancelled by the CVM, simplifying the situations in which this procedure will be adopted.

In this sense, one of the circumstances provided for in Article 54 of the Instruction for the cancellation of the issuer's registration by office is the suspension of its registration for a period exceeding 12 (twelve) months.

As in cases of registration suspension, 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 (item 6.1), and through a communication on the CVM's website, in accordance with the sole paragraph of Article 55 of CVM Instruction No. 480/09.

17.5. SANCTIONING ADMINISTRATIVE PROCESS

As provided for in Article 60 of CVM Instruction No. 480/09, it constitutes a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6,385/76:

I. The disclosure to the market or delivery to the CVM of false, incomplete, inaccurate, or misleading information;
II. The repeated failure to observe the deadlines set for the submission of periodic and occasional information provided for in the instruction; and
III. The failure to observe the deadline set in Article 132 of Law No. 6,404/76 for the holding of the ordinary general meeting.

In turn, in accordance with Article 18 of CVM Instruction No. 358/02, it constitutes a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6,385/76, the transgression of the provisions of that Instruction, and the CVM must communicate to the Public Ministry the occurrence of events provided for in said Instruction that constitute a crime.

Therefore, and as provided for in Article 9, item V, of Law No. 6,385/76, the CVM may investigate, through an 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 in said Instructions.

In this sense, and in accordance with Article 11 of Law No. 6,385/76, the penalties provided for in items I to VIII of the same article will only be imposed with observance of the administrative process mentioned in the previous paragraph, also observing the provisions of CVM Deliberation No. 538/08.

VOLUNTARY CANCELLATION OF REGISTRATION

CVM Instruction No. 480/09 established different rules for the voluntary cancellation of registration, according to the category in which the issuer is registered.

Article 47 of the Instruction conditions the cancellation of registration of issuers of Category B to proof of compliance with one of the following conditions:

I. Non-existence of securities in circulation;
II. Redemption of securities in circulation;
III. Maturity of the deadline for payment of securities in circulation;
IV. Consent of all holders of securities in circulation regarding the cancellation of registration; or
V. Any combination of the circumstances indicated in the preceding items, provided that the total amount of securities is reached.

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

I. The decision to cancel the registration with the CVM;
II. The realization of the deposit, mentioning the value, banking institution, branch, and account number; and
III. The procedures that must be adopted by holders who have not yet received their credits to receive them.

As provided for in paragraph 3 of Article 47, the consent of all holders of securities in circulation regarding the cancellation of registration may be alternatively proven by:

I. Declaration of the fiduciary agent, if any;
II. Declaration of securities holders attesting that they are aware and agree that, due to the cancellation of registration, the issuer's securities can no longer be traded in regulated securities markets; or
III. Unanimous resolution in a meeting at which all holders of securities are present.

As for the cancellation of registration in Category A, it will be conditioned, as established in Article 48 of the Instruction, to proof that:

I. The conditions of Article 47 mentioned above have been met regarding all securities, except shares and depositary receipts of shares, which have been publicly distributed or admitted to trading in regulated securities markets; and
II. The requirements of the public offer for the acquisition of shares for cancellation of registration for trading of shares in the market have been met, in accordance with CVM Instruction No. 361/02.

It should be noted that CVM Instruction No. 361/02 regulates that the cancellation of registration of an open company must be preceded by a Public Offer for the Acquisition of Shares (OPA), formulated by the controlling shareholder or by the open company itself, with the object of all shares issued by the target company, as provided for in paragraph 4 of Article 4 of Law No. 6,404/76 and according to the procedure stipulated therein.

As provided for in Article 34 of the mentioned Instruction, exceptional situations that justify the acquisition of shares without a public offer or with a differentiated procedure will be appreciated 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, when applicable.

It is emphasized that CVM Instruction No. 480/09 provides that a foreign issuer that sponsors a depositary receipt program – Level II or Level III BDR – and wishes to cancel its issuer registration must submit to the prior approval of the CVM the procedures for discontinuation of the program, in accordance with the sole paragraph of its Article 48.

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

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

It is alerted that the constitution of a wholly-owned subsidiary does not bring as a consequence the cancellation of the issuer's registration. In these cases, it is necessary to send a request for cancellation of registration, formalizing the request, without which the company, although a wholly-owned subsidiary, remains subject to all obligations and penalties provided for in the current regulation, including those regarding the update of the registration maintained with the CVM.

It should also be emphasized that it is mandatory to send the documents and periodic information whose delivery deadline is prior to the date of cancellation of the issuer's registration.

Finally, it is clarified that the issuer is liable for the supervision fee referring to the quarter in which the cancellation of its registration occurs. Thus, if the issuer has its registration cancelled in the 1st quarter and does not present the DFP form relative to the previous fiscal year, it must inform the CVM of the net assets of the previous fiscal year (which will serve as the basis for calculating said fee) through supporting documentation, such as, for example, the publication of financial statements.

CANCELLATION OF ISSUER REGISTRATION BY OFFICE DUE TO ITS EXTINCTION

According to Article 219 of Law No. 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 companies.

In cases of incorporation, merger, or spin-off, the cancellation of the company's registration results from its extinction and is independent of the date of homologation by a government body, with the company being removed from the list of open companies from the date of the EGM that deliberated on the incorporation, merger, or spin-off. 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 SEP.

It should be noted that it is mandatory to send the documents and periodic information whose delivery deadline is prior to the date of cancellation of the company's registration.

It is also clarified that the company is liable for the supervision fee referring to the quarter in which its extinction occurs. Thus, if the company is extinguished in the 1st quarter, it must inform the CVM of the net assets of the previous fiscal year (which will serve as the basis for calculating said fee) through supporting documentation, such as, for example, the publication of financial statements.

It should be noted that, in view of Article 223, paragraph 3, of Law No. 6,404/76, if the incorporation, merger, or spin-off involves an open company, the succeeding company will also be open, and must obtain the respective registration and, if applicable, promote the admission of trading of the new shares in the secondary market, within a maximum period of 120 (one hundred and twenty) days, counted from the date of the meeting that approved the operation, observing the pertinent norms issued by the Securities and Exchange Commission.

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

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

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 (item 6.1), and through a communication on the CVM's website, in accordance with the sole paragraph of Article 55 of CVM Instruction No. 480/09.

ARTICLE 203 OF LAW NO. 6,404/76

Article 203 of Law No. 6,404/76 determines that the provisions of Articles 194 to 197 and 202 will not prejudice the right of preferred shareholders to receive the fixed or minimum dividends to which they have priority, including those in arrears, if cumulative.

Consequently, the reserves mentioned in Articles 194 to 197, and that of which Article 202, paragraph 5, of Law No. 6,404/76 speaks, cannot be constituted to the detriment of fixed or minimum dividends. Thus, if there is profit, even if unrealized, the fixed or minimum dividends must be distributed.

ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS

In the meeting held on 04/11/2006, the CVM Board deliberated to maintain the interpretation of Article 141, paragraph 5, of Law No. 6,404/76 given in the meeting of 11/08/2005 (both available on the CVM's page), summarized below.

In cases where the company has only issued shares with voting rights, the majority of holders who hold at least 10% of the total shares with voting rights, excluding the controlling shareholder, will have the right to elect and dismiss one member and their alternate of the Board of Directors, in a separate vote at the general meeting.

It is worth highlighting that this interpretation does not have retroactive effects.

It is worth alerting that CVM Instruction No. 481/09, which entered into force on 01/01/2010, began to dispose of the minimum documents and information that must be made available to shareholders whenever the general meeting is convened to deliberate on certain matters provided for in the Instruction. Such documents and information must be sent until the date of publication of the first announcement of convocation, except when Law No. 6,404/76, CVM Instruction No. 481/09, or another norm issued by the CVM establishes a longer deadline.

It is highlighted that CVM Instruction No. 481/09 provides that whenever the general meeting is convened to elect administrators or members of the fiscal council, the company must provide, at minimum, the information indicated in items 12.6 to 12.10 of the Reference Form, regarding the candidates indicated or supported by the administration or by controlling shareholders (see item 14.1).

INSTALLATION OF THE FISCAL COUNCIL AND ELECTION OF ITS MEMBERS

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

In interpreting said provision, the CVM exposed its understanding, through CVM Advisory Opinion 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 vote of these shareholders for the election of their representative on the Fiscal Council, controlling shareholders cannot participate, even if they also hold preferred shares. Such participation, if admitted, would result in an effective restriction of the essential right to supervise and in non-equitable representation of interests, often contrary, which the law sought to protect.

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

As provided for in paragraph 2 of Article 161 of Law No. 6,404/76, the fiscal council, when its functioning is not permanent, will be installed by the general meeting at the request of shareholders who represent, at minimum, 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 Instruction No. 324/00 fixes a scale reducing, according to social capital, the minimum percentages of shareholding necessary for the request for installation of the Fiscal Council of an open company provided for in paragraph 2 of Article 161 of Law No. 6,404/76.

Thus, the minority shareholder has the right to request, at a general meeting, the installation of the Fiscal Council, observing the special quorum for installation provided for in Instruction 324/00.

Once the installation is approved, the election of its members becomes mandatory. However, the percentage of shareholding for separate election, referred to in paragraph 4, (a), of Article 161 of Law 6,404/76, cannot be reduced by the CVM, since it does not fit into one of the circumstances provided for in Article 291 of the same law.

For this reason, in cases where (i) there are no minority shareholders holding preferred shares; and (ii) minority shareholders holding ordinary shares do not reach the percentage for the separate election of a member of the fiscal council, the CVM's understanding is that the shareholders present, including the controller, may elect the fiscal councilors, by majority vote. The controlling shareholder is not obliged to participate in the election of the members of the fiscal council in the mentioned hypothesis, and if they do not do so, all councilors will be elected by the vote of the other shareholders, regardless of their participation in the capital, since the council will be installed (Article 161, paragraph 2), and the election of its members is mandatory (Article 161, paragraph 4).

Furthermore, it is worth highlighting the understanding issued in the meetings of 05/06/2008 and 09/23/2008, by the CVM Board, to the effect that the requirement of "10% or more of the shares with voting rights" provided for in Article 161, paragraph 4 does not refer to the number of shares that the minority present at the meeting needs to hold to elect, in a separate vote, one member and respective alternate of the fiscal council, but rather to the number of shares with voting rights held by all minority shareholders of the company.

It is also alerted that CVM Instruction No. 481/09 provides that whenever the general meeting is convened to elect administrators or members of the fiscal council, the company must provide, at minimum, the information indicated in items 12.6 to 12.10 of the Reference Form, regarding the candidates indicated or supported by the administration or by controlling shareholders.

PROJECTIONS

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

CVM Instruction No. 480/09, in its Article 20, provides that the disclosure of projections and estimates is optional and determines that, when the issuer decides to disclose them, they must be:

I. Included in the reference form;
II. Identified as hypothetical data that do not constitute a promise of performance;
III. Reasonable; and
IV. Accompanied by the relevant premises, parameters, and methodology adopted, provided that, if these are modified, the issuer must disclose, in the appropriate field of the Reference Form, that it made changes to the relevant premises, parameters, and methodology of projections and estimates previously disclosed (paragraph 3).

As determined by paragraph 2 of Article 20 of the Instruction, projections and estimates must be revised periodically, at a time interval appropriate to the object of the projection, which, in no case, must exceed 1 (one) year.

The issuer must also confront, quarterly, in the appropriate field of the ITR and DFP Forms, the projections disclosed in the Reference Form with the results actually obtained in the quarter, indicating the reasons for any differences (paragraph 4).

It is emphasized that whenever the premises of projections and estimates are provided by third parties, the sources must be indicated (paragraph 5).

RECOMMENDATIONS ON THE PRACTICE OF GUIDANCE

Some issuers adopt the practice of disclosing to the market their expectations of future performance (guidance), both short and long term, mainly with regard to the financial and operational aspects of their business.

It should be noted that such practice is of an optional nature, and therefore such decision lies with the issuer itself.

Thus, with a view to guiding issuers who wish to implement the guidance practice, the following precautions are recommended to be observed when adopting it:

I. The Company's Disclosure Policy must contemplate the adoption of this practice;
II. The advance disclosure of results may be admitted in the case of preliminary information, not yet audited;
III. The disclosure of preliminary financial data entails the restriction of trading posted in paragraph 4 of Article 13 of CVM Instruction No. 358/02;
IV. The results or reports prepared in consonance with foreign accounting standards must present the reconciliation to Brazilian accounting practices, in cases where the issuer is obliged to prepare financial statements in conformity with these practices;
V. If the company uses calculated financial metrics, such as EBITDA - earnings before interest, taxes, depreciation, and amortization, it must present the reconciliation with the accounting items expressed directly in the

financial statements, in accordance with a specific standard dealing with the matter;

VI. If the disclosed information involves the preparation of projections, it is recommended to pay attention to the provisions of Article 20 of CVM Instruction No. 480/09, as mentioned in item 23 above, being necessary to include such projections in the Reference Form and carry out quarterly monitoring between what was projected and what was actually achieved in the ITR and DFP Forms, indicating the reasons for any differences; and

VII. If the disclosed projections are discontinued, this fact must be reported in the appropriate field of the Reference Form, accompanied by the reasons that led to their loss of validity, as well as disclosed as a Relevant Fact, as provided for in CVM Instruction No. 358/02.

CAPITAL BUDGET

The main sources of capital for public companies are: the raising of new resources, through the issuance of debt securities or sale of equity participation, on the one hand, and the reinvestment of own resources, on the other. This latter modality is regulated by Articles 194 (Statutory Reserves) and 196 (Retention of Profits) of the Corporate Law. The latter governs the retention of profits for investment purposes.

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

Retention of Profits

Art. 196. The general meeting may, upon proposal by the administrative bodies, decide to retain a portion of the net profit of the fiscal year provided for in a capital budget previously approved by it.

§ 1 The budget, submitted by the administrative bodies with the justification for the proposed retention of profits, 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 meeting that deliberates on the balance sheet of the fiscal year.

It is alerted that CVM Instruction No. 481/09 requires, through item II of paragraph 1 of Article 9 and item 15 of Annex 9-1-II, that, if there is a proposal for retention of profits provided for in a capital budget, the company must make available to shareholders, up to one month before the date scheduled for the holding of the OGM, information about 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.

The capital budget must be sent to the CVM, via the IPE System, category "Assembly", type "OGM" or "OGM/E", species "Administration Proposal", subject "Capital Budget", without prejudice to its sending accompanying the financial statements, as provided for in art. 25, §1, item IV, of CVM Instruction No. 480/09 (see item 7).

LATE, CORRECTIVE OR COMPLEMENTARY DECLARATIONS OF DIVIDENDS

In the case of late, corrective or complementary declarations of dividends (or other benefits) due by public companies, the payment must be made to the persons holding the shares on the date of the late, corrective or complementary declaration, or on another subsequent date, made public concomitantly with the declaration, and not to the holders of shares at the time of the original declarations.

It is worth highlighting that this orientation is in line with the decision of the Collegiate Board in a meeting on 03.05.06 (available on the CVM website), in response to the inquiry from SEP regarding the shareholding base to be used in the cited cases.

INFORMATION AND DOCUMENTS TO BE DISCLOSED IN OPERATIONS OF:

27.1. INCORPORATION, MERGER AND SPIN-OFF

The administrative bodies or partners of the societies involved in operations of incorporation, share incorporation, merger or spin-off must sign a protocol containing the conditions of the operation, with the minimum information listed in the items of Article 224 of Law No. 6.404/76.

Such operations will be submitted to the deliberation of the general meeting of the companies with justification, in which the information contained in the items of Article 225 of the Corporate Law will be exposed.

In the case of incorporation by the controlling company, of a controlled company, 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 substitution ratios of the shares of non-controlling shareholders of the controlled company based on the value of the net equity of the shares of the controlling and controlled companies, evaluated both net equities according to the same criteria and on the same date, at market prices, or based on another criterion accepted by the Securities and Exchange Commission, in the case of public companies (Article 264 of Law No. 6.404/76).

According to the usual practice of public companies, the protocol and justification may be contained in a single document. The protocol and justification must be disclosed by the IPE System, category "Assembly", type "EGM" or "EGM/E", species "Justification of Incorporation, Spin-off or Merger" and "Protocol of Incorporation, Spin-off or Merger", from the date of publication of the conditions of the operation, in accordance with Articles 2 and 3 of CVM Instruction No. 319/99.

Without prejudice to the provisions of CVM Instruction No. 358/02, the Relevant Fact, which will contain the information set out in Article 2, paragraph 1, of CVM Instruction No. 319/99, must be disclosed with a minimum advance notice of 15 days from the date of holding the general meeting that will deliberate on the protocol and justification.

The substitution ratios must be disclosed by the company both in the relevant fact (Article 2, paragraph 1, item III, of CVM Instruction No. 319/99), as well as in the Protocol (Article 224 of Law No. 6.404/76), highlighting that the criteria used and the values that served as the basis for the calculation of the substitution ratios must also be disclosed.

Furthermore, it is important to emphasize that the identification, in the relevant fact, of the experts or the specialized company to evaluate the net equity of the company and the declaration of the existence or not, with respect to them, of any conflict or community of interests, current or potential, with the controlling company of the company, or with respect to minority shareholder(s) of the same, or regarding another society involved, its respective partners, or concerning the operation itself (Article 2, paragraph 1, item XIV, of CVM Instruction No. 319/99) does not confuse with the information provided for in Article 5 of CVM Instruction No. 319/99, which must be provided by the companies and professionals themselves who have provided services related to the operation.

The definitive appraisal reports must be made available to shareholders as soon as they are finalized, as determined in Article 4 of CVM Instruction No. 319/99. These documents must be sent, via the IPE System, in the category "Economic-Financial Data" and type "Appraisal Report", identifying in the subject, whenever possible, the type of report and the operation to which they relate.

In accordance with paragraph 2 of Article 264 of the Corporate Law, the evaluation of the net equities of the societies in operations of incorporation or merger involving a controlling and controlled company or societies under common control will be carried out by a specialized company, in the case of public companies.

It should be emphasized that not only the protocol, the justification and the appraisal reports, but also the legal, accounting, financial opinions, appraisals, financial statements, studies, and any other information or documents that have been made available to the controller or used by him, for the planning, evaluation, promotion and execution of operations of incorporation, merger or spin-off involving a public company, must be made available to all shareholders from the date of publication of the conditions of the operation.

Finally, it is worth remembering that, in cases where the operation of incorporation, merger or spin-off gives rise to the right of withdrawal, public companies that have shares admitted to trading on regulated markets must, as provided for in Article 20 of CVM Instruction No. 481/09, disclose the information provided for in Annex 20 to said instruction, in the manner described in item 14.1.

27.2. ACQUISITION OF COMMERCIAL SOCIETY BY PUBLIC COMPANY

Article 256 of Law No. 6.404/76 determines that the purchase, by a public company, of the control of any commercial society, will depend on the deliberation of the general meeting of the purchaser, especially convened to know the operation, whenever:

I. The purchase price constitutes, for the purchaser, a relevant investment (Article 247, sole paragraph); or

II. The average price of each share or quota exceeds one and a half times the largest of the three values indicated below:

(a) Average quotation of shares on the stock exchange or in the organized over-the-counter market, during the 90 (ninety) days prior to the date of contracting;

(b) Value of net equity (Article 248) of the share or quota, evaluated the net equity at market prices (Article 183, paragraph 1);

(c) Value of the net profit of the share or quota, which may not exceed fifteen times the annual net profit per share (Article 187, VII) in the last two fiscal years, monetarily updated.

In principle, the aforementioned article does not apply to operations in which public companies acquire commercial societies 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 certain "vehicle" company was used in the acquisition of control of other societies to the detriment of legitimate interests of other shareholders of the public company.

Additionally, in its paragraph 2, Article 256 provides that "if the price of the acquisition exceeds one and a half times the largest of the three values referred to in item II of the caput [average quotation, net asset value adjusted to market and 15 times the average of the annual net profit per share of the last two exercises], the dissenting shareholder of the deliberation of the meeting that approves it will have the right to withdraw from the company through reimbursement of the value of its shares, in accordance with Article 137, observed the provisions of its item II".

For this reason, when disclosing the acquisition of a commercial society, the public company must inform whether the said acquisition will be submitted to the deliberation of the general meeting of shareholders, as well as whether it will give rise to the right of withdrawal for its shareholders, as provided for in the aforementioned Article 256.

If the operation is to be the object of meeting deliberation, the period in which the meeting is intended to be held must be informed. Public companies that have shares admitted to trading on regulated markets must, as provided for in Article 19 of CVM Instruction No. 481/09, disclose the information provided for in Annex 19 to said Instruction.

Regardless of the above, upon the convening of the general meeting, the administration's proposal must contain, or be accompanied by, all information and documents necessary for the exercise of the right to vote, observing the provisions of paragraph 3 of Article 135 and paragraph 6 of Article 124, both of Law No. 6.404/76.

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 Meeting, to be convened for the ratification of this acquisition (see item 27.4 below); (b) The reimbursement value, in reais (R$) per share; and (c) the period and procedures that dissenting shareholders must adopt to manifest themselves.

In these cases, public companies that have shares admitted to trading on regulated markets must, furthermore, as provided for in Article 20 of CVM Instruction No. 481/09, disclose the information provided for in Annex 20 to said instruction.

Finally, it is stressed that the documents and information mentioned above must be sent, by the IPE System, in the manner established in item 14.1 of this Circular Letter.

27.3. CONVERSION OF SHARES

In cases of conversion of shares, without prejudice to the provisions of CVM Instruction No. 358/02, the administration's proposal, to be sent by the IPE System, category "Assembly", type "OGM/E", "EGM" or "EGMSP", species "Administration Proposal", subject "Conversion of shares", must contain all relevant information, as well as be accompanied by all documents necessary for the shareholders' decision-making, 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; 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.

27.4. RIGHT OF WITHDRAWAL

Law No. 6.404/76 provides for the possibility of exercising the right of withdrawal in specific cases, such as those provided for in Articles 137, 252 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 the withdrawal applies, the reimbursement value per share and its method of calculation, and the periods and procedures that the shareholders of this Company, dissenting from the deliberation of the said Meeting, must adopt to exercise the right of withdrawal.

It is worth clarifying that, as provided for in paragraph 1 of Article 137 of the Corporate Law, "the dissenting shareholder of the deliberation of the meeting, including the holder of preferred shares without voting rights, may exercise the right to reimbursement of the shares of which he was demonstrably the holder on the date of the first publication of the notice of convening of the meeting, or on the date of communication of the relevant fact object of the deliberation, if earlier".

By "date of communication of the relevant fact" must be understood the date of publication of the Relevant Fact in newspapers of large circulation habitually used by the company, in accordance with Article 157, paragraph 4, of Law No. 6.404/76 and Article 3, paragraph 4, of CVM Instruction No. 358/02.

Thus, the right of withdrawal would only be due to shares acquired before the day of publication of the first notice of convening of a meeting or of the relevant fact, whichever occurred first, including shares acquired between the period of disclosure of the document via the IPE System and its publication in the press.

Article 137, item II, of Law No. 6.404/76 provides that, in the cases mentioned in items IV and V of Article 136 of the same law, the holder of 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:

I. 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 on the securities market, in Brazil or abroad, defined by the Securities and Exchange Commission;

II. Dispersion, when the controlling shareholder, the controlling society or other societies under its control hold less than half of the species or class of share.

Considering that, currently, there is no regulation on the matter at the CVM, it is understood that the indices considered for the purpose of liquidity must be those admitted to trading on futures exchanges.

It is also stressed that, in the 10 (ten) days subsequent to the end of the period referred to in items IV and V of the caput of Article 137 of Law No. 6.404/76, it is optional for the administrative bodies to convene the general meeting to ratify or reconsider the deliberation, if they consider 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 reconsider the deliberation of the OGM and/or OGMSP, in accordance with Article 137, paragraph 3, of Law No. 6.404/76, must, as a rule, be the object of a Relevant Fact, within the aforementioned period. The administration's decision to ratify the said deliberation must, as a rule, be the object of a Market Notice.

Public companies that have shares admitted to trading on regulated markets must, as provided for in Article 20 of CVM Instruction No. 481/09, disclose the information provided for in Annex 20 to said instruction, in the manner established in item 14.1 of this Circular Letter.

27.5. CAPITAL INCREASE

In cases of capital increase, it is necessary that the administration's proposal contains all relevant information, as well as be accompanied by all documents necessary for the shareholders' decision-making, such as:

I. Justification regarding the need to carry out the operation;

II. Main characteristics of the operation: quantity of shares to be issued by species and potential dilution of shareholding; issue price; criterion adopted for determining the issue price and detailed information on the economic aspects that underpinned the choice of this criterion; periods and procedures to be observed by shareholders in the exercise of the right of preference and in the subscription and full payment of the issued shares; and treatment regarding surpluses of unsubscribed securities;

II. Appraisal Report and other documents that supported the fixing of the issue price;

III. Copy of the opinion of the statutory audit board, if it is functioning, with divergent votes, if applicable;

IV. Inform (a) whether shareholders who do not wish to exercise their rights of preference to subscription may negotiate them on the stock exchange or request the assignment of their rights; and (b) the periods for negotiation or assignment of such rights; and

V. Inform whether the shares to be issued as a result of the increase in share capital will participate on equal terms in all benefits, including dividends and any capital remuneration that may be approved in the fiscal year. If they participate pro rata tempore, inform from when they will participate fully in all benefits.

Public companies that have shares admitted to trading on regulated markets must, as provided for in Article 14 of CVM Instruction No. 481/09, disclose the information provided for in Annex 14 to said instruction.

Finally, it is stressed that the documents and information mentioned above must be sent, by the IPE System, in the manner established in item 14.1 of this Circular Letter.

27.6. SHARE CONSOLIDATION

In the case of share consolidation, in the Relevant Fact disclosing the operation, the procedures to be adopted must be detailed in order to ensure shareholders the option of remaining integrated in the shareholding structure with, at least, one new unit of capital, if these shareholders are to manifest such intention within the period established in the general meeting that deliberated the consolidation.

SURPLUS SHARES IN CAPITAL INCREASE WITH CREDITS

As provided for in Article 171, paragraph 2, of Law No. 6.404/76, in a capital increase through capitalization of credits or subscription in goods, the right of preference will always be ensured to shareholders, and if applicable, the amounts paid by them will be delivered to the holder of the credit to be capitalized or of the good to be incorporated.

According to the understanding of SEP, capitalization with credits, however, does not exempt compliance with paragraph 7 of the same Article 171, which establishes that the body that deliberates on the increase must dispose of the surpluses, being able to (i) order them to be sold on the stock exchange, for the benefit of the company, or (ii) allocate them, in proportion to the values subscribed, among the shareholders who have requested, in the subscription form or list, a reserve of surpluses.

Thus, in capitalization with credits, shareholders who exercise their right of preference and manifest the intention, in the subscription form or list, to subscribe to the surpluses, must be given the right to compete with the surpluses resulting from the non-exercise of the right of preference by potential shareholders.

In this sense, such surpluses must be allocated among shareholders, in proportion to the values subscribed, in accordance with paragraph 7 of Article 171 of Law No. 6.404/76.

In the opinion of SEP, the understanding does not prevail that, since the holder of the credit uses it in the subscription of the shares and the right of preference is exercised with the delivery of the amounts paid to the holder of the credit, there is no question of surpluses.

Surpluses occur as a result of the non-exercise of the right of preference by potential shareholders, and it would be irregular for the holder of the credit to take such surpluses for himself, without granting the right to subscribe to these surpluses to other shareholders who exercised their right of preference and manifested interest in subscribing to them, in proportion to the values subscribed.

TRADING WITH OWN ISSUED SHARES

The legal principle instituted through Article 30 of Law No. 6.404/76 is that the company cannot trade with its own issued shares, except for the exceptions enumerated in its paragraph 1.

Furthermore, in paragraph 2 of the cited article, the Law provided for the regulation of the acquisition of shares by the issuing company itself by the CVM, which issued CVM Instruction No. 10/80, amended by CVM Instructions No. 268/97 and No. 390/03.

Through CVM Instruction No. 10/80, the CVM sought to establish the conditions under which companies could deliberate on the acquisition of shares of their own issuance, for cancellation or retention in treasury, and their respective alienation, including: (a) the statutory provision for deliberation by the board of directors; (b) the equity accounts originating the resources for acquisition and those that would be prohibited from being used as collateral; (c) the validity periods of the acquisition programs; (d) the percentage limits for acquisition relative to the volume of shares in circulation, by species and class; and (e) the political and equity rights attributable to treasury shares, among other points.

It should be noted that Article 23 of the Instruction provides that, respecting the prohibition of Article 2, the CVM may authorize, in special and fully circumscribed cases and upon prior request, the company to carry out operations with its own shares that do not fit within the other existing norms in the Instruction.

Regarding the equity accounts originating the resources for share repurchase programs, Article 7 of CVM Instruction No. 10/80 considers as available all profit reserve and capital accounts, except the following: legal, profits to be realized, revaluation, special for mandatory undistributed dividends.

Regarding the use of balances from the reserves and current year profit accounts as collateral for transactions involving the acquisition of shares of its own issuance, determined through interim financial information, we alert that the CVM Collegiate, in the meeting held on 11/25/2008 (available on the CVM website), understood that its use was appropriate, supported by Law No. 6.404/76.

For this purpose, it is necessary that the company's administration observe the following prudential rules, which aim to ensure that the repurchase operations carried out during a fiscal year and the payment of mandatory, fixed, or minimum dividends, at the end of the same, do not exceed the balance of profits or reserves, constituted in accordance with current legislation.

I. Segregation of values that, if it were the end of the fiscal year, would have to be set aside to cover reserves necessarily constituted and dividends mandatorily exigible, such as legal, statutory, and profits to be realized reserves, as well as the amount that would be destined for fixed or minimum (including cumulative) dividends and mandatory dividends;
II. Any other necessary retentions must be considered so that the value to be used for the payment of dividends and the shares to be repurchased is fully backed by realized profits (financially available or very proximally available);
III. The company's past regarding the typical behavior of the result in the remaining phase of the fiscal year and a projection for the result of the ongoing fiscal year must be considered, in order to demonstrate all the prudence expected from the administration of a publicly held company in this situation. If this projection is not disclosed by the Company, the Board of Directors must declare that it has received all this data and declare itself comfortable regarding the use of the values intended for the acquisition of its own shares; and
IV. The use of the result of the ongoing fiscal year based on projected result values is prohibited in any circumstance.

It should be noted that Article 2 of CVM Instruction No. 10/80 prohibits operations for the acquisition of shares of its own issuance when, among other reasons, they require the use of resources exceeding the balances of available reserves.

It is also highlighted that, in the meeting held on 11/11/2008 (available on the CVM website), the Collegiate also expressed itself in the sense that Instruction No. 10/80 allows the Board of Directors itself to deliberate on the cancellation of shares held in treasury, provided there is statutory authorization for the board of directors to deliberate on the acquisition of the company's shares (for purposes of cancellation or subsequent alienation) and that an extraordinary general meeting is subsequently convened to deliberate on the alteration of the statutory clause regarding the social capital of the respective company.

It should be noted that CVM Instruction No. 10/80 provides, in its Article 24, that disobedience to its provisions implies the nullity of the operation, without prejudice to the liability of administrators and controlling shareholders.

Finally, Article 25 of the norm establishes that the transgression of its Articles 1, 2, 3, 6, 9, 12, and 16 constitutes a serious offense, for the purposes of paragraph 3 of Article 11 of Law No. 6.385/76.

BONIFICATION OF TREASURY SHARES
In a meeting held on 11/25/2008 (available on the CVM website), the CVM Collegiate understood that it was appropriate to alter the number of treasury shares whenever the company approves any bonus issuance of its shares, thereby correcting the numerical expression of the volume of its own issuance shares held by the company, without this having as a consequence the modification of the balance of that equity account.

The basis for this position is that the bonus issuance constitutes a mere accounting procedure in which, by increasing the figure of social capital, in counterpart to the reduction of profit reserve, the resulting delivery of shares does not represent a transfer of value from the company to its shareholders via profit distribution.

STATUTORY COMPETENCE OF THE BOARD OF DIRECTORS TO DELIBERATE ON THE ISSUANCE OF DEBENTURES
Item IV of Article 122 of Law No. 6.404/76 established as the exclusive competence of the general meeting of shareholders the authorization for the issuance of debentures.

At the same time, the cited Law, in the same device, reserved the competence of the board of directors, in light of paragraph 1 of Article 59.

The aforementioned paragraph attributes to the board a competence of a permanent nature: the approval of the issuance of debentures not convertible into shares and without real guarantee, and another competence of a transitory nature, in respect of an express delegation by a shareholders' meeting, which, in turn, must observe the limits established by Law.

For the reasons enumerated above, the social bylaws of a company cannot innovate within the scope of the competences attributed to the board of directors, even for companies with authorized capital - in accordance with Item VII of Article 142 - contrary to the legal provisions regarding the matter in question.

Thus, the social bylaws that establish, through their provisions, the competence for the board of directors to authorize the issuance of debentures, when the strict conditions of paragraph 1 of Article 59 of Law No. 6.404/76 are not observed, incur in non-compliance with the Law.

ARTICLE 143 OF LAW NO. 6.404/76
When consolidating the social bylaws, companies must pay attention to the provisions of Article 143 of Law No. 6.404/76, regarding the composition of the board of directors of a corporation.

According to this legal command, the social bylaws must establish: (a) the number of directors, or the maximum and minimum allowed; (b) the attributes and powers of each director; (c) term of office, not exceeding three years, reelection allowed; and (d) the mode of substitution.

Thus, it is recommended that those companies whose bylaws are out of sync with the Law adopt the necessary measures (including timely convening of a general meeting, including in its notice the alteration of the statutory clause in question) to correct any existing gaps in their respective social bylaws.

ELECTION OF SUBSTITUTE MEMBERS OF THE FISCAL COUNCIL - ART. 161, §1, OF LAW NO. 6.404/76
Art. 161, §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 substitutes in equal number, shareholders or not, elected by the general meeting.

In the understanding of the SEP, the election of the substitute members of the Fiscal Council is mandatory, and the Fiscal Council must be composed of principal and substitute members in equal number, insofar as the indication of the substitute member is necessary to prevent the possibility of the principal member's absence, avoiding that shareholders are unable to exercise their fundamental right of oversight, provided for in art. 109, item III, of Law No. 6.404/76, through their elected representative.

APPEALS AGAINST DECISIONS OR MANIFESTATIONS OF UNDERSTANDING OF THE SEP
In accordance with CVM Deliberation No. 463/03, the deadline to appeal to the Collegiate the decisions issued by the CVM Superintendents is 15 (fifteen) days counted from the knowledge of the interested party.

The Superintendent must, within a period of 10 (ten) business days from the receipt of the appeal, reform or maintain the appealed decision, and in the latter case, forward the process to the Collegiate even if he understood the appeal as untimely or inadmissible.

CVM Deliberation No. 510/06, which amended CVM Deliberation No. 463/03, provides that the appeal will be received with devolutive effect and, if there is just fear of damage of difficult or uncertain repair resulting from the execution of the decision, the Superintendent may, ex officio or upon request, give suspensive effect to the appeal.

If there is a denial (total or partial) of the request for suspensive effect, the Superintendent must, immediately, notify the appellant and send a copy of the appeal and the decision to the President of the CVM, who will be responsible for the re-examination of the decision denying the suspensive effect.

The Superintendent will notify the appellant about the Collegiate's decision within a period of 5 (five) business days.

Finally, it is highlighted that, at the request of a member of the Collegiate, the Superintendent who issued the appealed decision, or of the appellant himself, the Collegiate will appreciate the allegation of the existence of error, omission, obscurity, or material inaccuracies in the decision, contradiction between the decision and its foundations, or doubt in its conclusion, correcting them if necessary, with the request forwarded to the Director who drafted the winning vote in the examination of the appeal, within a period of 15 (fifteen) days, and submitted by him to the Collegiate for deliberation.

INQUIRIES FROM ISSUERS
Inquiries regarding the application of norms and regulations issued by the CVM and the understanding of provisions of Laws No. 6.385/76 and 6.404/76 and subsequent amendments, must be sent in writing, via protocol, by the Director of Investor Relations to the SEP, with the identification of the issuer. If the inquiry is made by legal representatives of the issuers, it must be accompanied by their respective mandates of representation.

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 item 28.1 of CIRCULAR LETTER/CVM/SNC/SEP/No. 001/07.

Finally, it is worth highlighting that the presentation of an inquiry by the issuer does not exempt it from compliance, within the due deadlines, with legal and regulatory obligations, even if they are the object of the formulated inquiry.

COMMUNICATIONS WITH THE SEP
In the case of forwarding of questions, answers, appeals against decisions or understandings of the SEP, or petitions/representations, companies must use direct correspondence, sending via the IPE System is not admitted, except when expressly requested by the SEP.

In this sense, it is worth highlighting that the sending of this correspondence via the IPE System, when not expressly requested by the SEP, has been used by some companies, causing, at times, embarrassment to their own administration or difficulty in following up on answers to requests or manifestations from this Superintendency.

It is emphasized that, as a general rule, the deadlines for attending to the requests contained in the letters sent by the SEP must be counted from the date of receipt of the Letter (date of the AR).

The activities of direct service to open and foreign companies are divided in the SEP between the Company Monitoring Management Offices 1 and 2 (GEA-1 and GEA-2), according to the activity sectors, as per the table below. Thus, for attending to inquiries formulated by telephone contact, it is necessary to identify the company and/or its activity sector.

Activity Sector Type	Management Office Code	Activity Sector Type	Management Office Code
AGRICULTURE (SUGAR, ALCOHOL AND SUGAR CANE)	GEA-2	HOLDING COMPANIES - PAPER AND PULP	GEA-2
FOODS	GEA-2	HOLDING COMPANIES - OIL AND GAS	GEA-2
MERCHANT LEASING	GEA-1	HOLDING COMPANIES - CHEMICAL, PETROCHEMICAL, FUELS AND RUBBER	GEA-2
BANKS	GEA-1	HOLDING COMPANIES - SANITATION, WATER AND GAS SERVICES	GEA-2
BEVERAGES AND TOBACCO	GEA-2	HOLDING COMPANIES - RECEIVABLES SECURITIZATION	GEA-1
STOCK EXCHANGES/COMMODITIES AND FUTURES	GEA-1	HOLDING COMPANIES - INSURERS AND BROKERS	GEA-1
TOYS AND LEISURE	GEA-1	HOLDING COMPANIES - NO MAIN SECTOR	GEA-1
COMMERCE (WHOLESALE AND RETAIL)	GEA-2	HOLDING COMPANIES - MEDICAL SERVICES	GEA-2
FOREIGN TRADE	GEA-2	HOLDING COMPANIES - TRANSPORT AND LOGISTICS SERVICES	GEA-2
COMMUNICATION AND IT	GEA-2	HOLDING COMPANIES - TELECOMMUNICATIONS	GEA-2
CIVIL CONSTRUCTION, CONSTRUCTION MATERIALS, DECORATION	GEA-1	HOLDING COMPANIES - TEXTILE AND APPAREL	GEA-1
REAL ESTATE CREDIT	GEA-1	ELECTRIC ENERGY	GEA-1
PACKAGING	GEA-2	MINERAL EXTRACTION	GEA-2
HOLDING COMPANIES - AGRICULTURE (SUGAR, ALCOHOL AND SUGAR CANE)	GEA-2	FACTORING	GEA-1
HOLDING COMPANIES - FOODS	GEA-2	PHARMACEUTICALS AND HYGIENE	GEA-2
HOLDING COMPANIES - MERCHANT LEASING	GEA-1	PRINTING AND PUBLISHING	GEA-1
HOLDING COMPANIES - BANKS	GEA-1	ACCOMMODATION AND TOURISM	GEA-1
HOLDING COMPANIES - BEVERAGES AND TOBACCO	GEA-2	FINANCIAL INTERMEDIATION	GEA-1
HOLDING COMPANIES - TOYS AND LEISURE	GEA-1	MACHINERY, EQUIPMENT, VEHICLES AND PARTS	GEA-1
HOLDING COMPANIES - COMMERCE (WHOLESALE AND RETAIL)	GEA-2	METALLURGY AND STEEL	GEA-2
HOLDING COMPANIES - COMMUNICATION AND IT	GEA-2	PAPER AND PULP	GEA-2
HOLDING COMPANIES - CIVIL CONSTRUCTION, CONSTRUCTION MATERIALS AND DECORATION	GEA-1	FISHING	GEA-2
HOLDING COMPANIES - REAL ESTATE CREDIT	GEA-1	OIL AND GAS	GEA-2
HOLDING COMPANIES - EDUCATION	GEA-2	CHEMICAL, PETROCHEMICAL, FUELS AND RUBBER	GEA-2
HOLDING COMPANIES - PACKAGING	GEA-2	REFORESTATION	GEA-2
HOLDING COMPANIES - ELECTRIC ENERGY	GEA-1	SANITATION AND WATER AND GAS SERVICES	GEA-2
HOLDING COMPANIES - MINERAL EXTRACTION	GEA-2	RECEIVABLES SECURITIZATION	GEA-1
HOLDING COMPANIES - PRINTING AND PUBLISHING	GEA-1	INSURERS AND BROKERS	GEA-1
HOLDING COMPANIES - ACCOMMODATION AND TOURISM	GEA-1	TRANSPORT AND LOGISTICS SERVICES	GEA-2
HOLDING COMPANIES - FINANCIAL INTERMEDIATION	GEA-1	MEDICAL SERVICES	GEA-2
HOLDING COMPANIES - MACHINERY, EQUIPMENT, VEHICLES AND PARTS	GEA-1	TELECOMMUNICATIONS	GEA-2
HOLDING COMPANIES - METALLURGY AND STEEL	GEA-2	TEXTILE AND APPAREL	GEA-1

REQUESTS FOR MEETINGS WITH INDIVIDUALS
In line with Decree No. 4.334, of August 12, 2002, requests to schedule meetings with organizational components of the CVM must be forwarded electronically, through the CVM website, selecting, for this purpose, the option INDIVIDUAL MEETING.

In this request, there must be a clear specification of the subject to be treated, with the necessary condition, in the case of issuer inquiries, their prior forwarding, as described in item 34.

REQUEST FOR INSPECTION OF PROCESS FILES
In accordance with paragraph 2 of Article 8 of Law No. 6.385/76, all documents and files 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 ensured by express legal provision.

Article 46 of Law No. 9.784/99 - which regulates the administrative process within the Federal Public Administration - must also be kept in mind, which guarantees interested parties the right to inspect 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 to investigate 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 ensured, as provided in paragraph 2 of Article 9 of Law No. 6.385/76.

In April 2005, the Autarchy regulated, through CVM Deliberation No. 481/05, the granting of inspection of files of administrative processes of any nature instituted within the scope of the CVM.

Requests for inspection of processes pending in this Autarchy must be forwarded by presenting a signed request, specifying that it is for the granting of inspection and/or copies, with the qualification of the signatories and, in the case of company representatives, accompanied by their respective powers of attorney.

In accordance with paragraph 1 of Article 3 of CVM Deliberation No. 481/05, the request must specify the requester's interest in obtaining access to the files, except when it is an accused in a sanctioning administrative process, in which case the granting of inspection will always be ensured.

The granting depends on the authorization of the head of the Superintendency responsible for conducting the administrative process or the Relator, if there is a pending appeal or decision by the Collegiate, and the postponement of the granting of inspection is permitted in the interest of the service when such measure would hinder the carrying out 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 meetings of open companies or interruption of the flow of their convocation period, in accordance with CVM Instruction No. 372/02, the granting of inspection will not be admitted while the process is pending decision, except for the right of access to the files by the company within the period for its manifestation, as provided in Article 4 of CVM Deliberation No. 481/05.

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 a possible author of the infraction under investigation, in which case the granting of inspection will be considered mandatory.

It should be noted 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 files protected by cases of confidentiality ensured by express legal provision or for the defense of intimacy or social interest.

As stated in paragraph 2 of Article 5 of CVM Deliberation No. 481/05, the provisions in the two paragraphs above, regarding processes of investigation of irregularities, apply to complaints filed by investors and any other market participants, including regarding inspection requests filed by them.

In sanctioning administrative processes, the accused will be admitted to the granting of inspection upon request addressed: (i) to the Process Control Coordination, in processes governed by CMN Resolution No. 454/77; or (ii) to the Superintendency that instituted the process, until the eventual filing of an appeal to the Collegiate, in processes governed by CMN Resolution No. 1.657/89, or to the CCP, after the eventual filing of appeals to the Collegiate.

Inspection requests will be analyzed on a case-by-case basis, and in the event of denial of the request, the requesters may appeal to the CVM Collegiate, in accordance with CVM Deliberation No. 463/03.

According to Article 3, paragraph 3, of CVM Deliberation No. 481/05, if the denial decision is issued by the Relator, an appeal against his decision to the Collegiate is possible, within a period of 5 (five) days, counted from the date of knowledge of the interested party.

For approved requests, the processes will be made available at the Consultation Center – SOI/GOI of this Autarchy, with the indication of the availability period through a letter responding to the request.

COMMITMENT TERM
The Commitment Term, in accordance with paragraphs 5 to 8 of Article 11 of Law 6.385/76 and CVM Deliberation No. 390/01, may be signed between the investigated or accused and the Securities and Exchange Commission, at the discretion of the CVM, observing the public interest.

It is worth highlighting initially that, in accordance with §3 of art. 7 of CVM Deliberation No. 390/01, the presentation of a proposal for a commitment term will be admitted even in the preliminary investigation phase.

In the case of a sanctioning administrative process, Article 7 of CVM Deliberation No. 390/01 provides that the interested party in the celebration of a Commitment Term must manifest this intention at the latest by the end of the deadline for presenting a defense, without prejudice to the burden of presenting this defense. They must also present the Complete Proposal for the Commitment Term within 30 days after the presentation of the defense.

The Commitment Term suspends the administrative process in progress, for the period stipulated for its compliance, and may be celebrated at any time, although it is recommended to present the intention as soon as possible, given the speed and procedural economy.

Finally, it is worth highlighting that, according to Article 4 of the aforementioned Resolution, the signing of a commitment does not imply a confession regarding the facts of the case, nor a recognition of the illegality of the conduct analyzed in the process that gave rise to it.

CVMWIN SYSTEM
The CVMWIN System, which will continue to be used for the submission of DFP and ITR forms, as provided for in Article 21, items IV and V, of CVM Instruction No. 480/09, is available for download on the CVM website (www.cvm.gov.br), in the MARKET PARTICIPANTS section, under the DOCUMENT SUBMISSION item, subitem PROGRAM, and on the Bovespa website (www.bmfbovespa.com.br), in the INFORMATION FOR COMPANIES section, subitem FOR LISTED COMPANIES, link ITR/DFP/IAN SYSTEM.

It is emphasized that any problems or technical difficulties in submitting these forms should be brought to the attention of the CVM via the email css.serpro@serpro.gov.br or by phone at 0800 728 2325.

OPEN COMPANY REGISTRATION SYSTEM – CVMWEB
Until the program for submitting the Registration Form is made available, issuers must continue to update their registration data with the CVM through the Registration Update System (CVMWEB) (see item 6.1).

The following are subject to registration updates through this system: corporate and trade name, date of incorporation of the company, address, telephone, fax, email, securities trading institution, activity sector, trading market, company status, and information on the current independent auditor.

It should be remembered that any of these changes must be made by the company and, depending on the case, subsequently to the forwarding by the IPE System of the act of alteration (minutes of the shareholders' meeting or board meeting), as the system will only accept alterations if the IPE protocol number is indicated.

It is emphasized that the update of responsible person data (DRI, trustee, etc.) continues to be done through the IPE System.

Attention is drawn to the need for adequate maintenance of the company's data in this registration system, in order to avoid discrepancies with the information contained in the DFP and ITR forms (which are submitted via the CVMWIN System), as well as the sending of correspondence to outdated addresses, since the data and information contained in the CVM Registration System are used by the Agency for communication with the companies and their Investor Relations Directors (DRI).

PERIODIC AND EVENTUAL INFORMATION SYSTEM – IPE
The information sent via the IPE System will be the responsibility of the Investor Relations Director (DRI), who must, for this purpose, keep their data updated in the DRI Registration module.

Since 2007, the São Paulo Stock Exchange – BOVESPA has made access to the IPE System available on its website so that open companies have an additional address for document submission.

The login/password usage and document submission procedures are independent of whether the open company is registered on that exchange or not.

To submit a document through this option, simply access the BM&FBOVESPA website (www.bmfbovespa.com.br), select INFORMATION FOR COMPANIES, then FOR LISTED COMPANIES, link IPE - DOCUMENT SUBMISSION.
The link for this address is https://siteseguro.bovespa.com.br/ipe/index.asp.

Care must be taken to ensure that PDF files have readable formatting, which facilitates the reading, manipulation, and printing of documents by interested parties.

The documents and information submitted are simultaneously available on the CVM and BOVESPA websites, in the case of companies registered there, with the exception of the form for the notice provided for in Article 11 (individual) of CVM Instruction No. 358/02 (see item 14.7).

It is absolutely essential to read the document "IPE Manual", available on the CVM website, which presents a list of the categories, types, and species of documents provided for in the system, classified by the obligation or not of submission, by the periodicity of their disclosure, and by the need or not for 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,

ELIZABETH LOPEZ RIOS MACHADO
Superintendent of Corporate Relations

Circular Letter CVM/SEP 01/10

Lineage: In force

Timeline

What changed in the obligations