Circular Letter CVM/SEP 01/2013: General Guidelines on Procedures for Publicly Held and Foreign Companies

CIRCULAR LETTER/CVM/SEP/No. 01/2013
Rio de Janeiro, February 28, 2013.
SUBJECT: General guidelines on procedures to be observed by publicly held companies and foreign companies

Dear Director of Investor Relations/Legal Representative,

The Circular Letters issued by the Department of Corporate Relations (SEP) aim to guide securities issuers on both the main procedures to be observed when sending periodic and occasional information, and on interpretations given by the CVM Board and the SEP regarding relevant aspects of corporate legislation and regulation that must be considered by issuers when carrying out certain operations.

Through this instrument, the SEP intends to promote the disclosure of corporate information in a manner consistent with corporate governance best practices, aiming for transparency and equity in relationships with investors and the market, as well as minimizing possible deviations and, consequently, reducing the need to formulate requirements and apply penalty fines and sanctions.

In order to facilitate consultation by issuers, in this fiscal year, the SEP decided to also include in this document the guidelines provided regarding the preparation of the Reference Form, which had been issued in a specific Circular Letter.

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

It is also recommended, with regard to accounting matters, the reading of the Circular Letters/SNC/SEP, available for consultation on the CVM website. Consultation of the pronouncements issued by CODIM, regarding best practices for information disclosure, available at http://www.codim.org.br/, is also recommended.

Sincerely,

FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations

Table of Contents
Chapter 1. Issuer Registration..............................................................................................9
1.1. Issuer Categories........................................................................................................................9
1.2. Issuer Registration Request.............................................................................................................9
1.3. Foreign Issuers..........................................................................................................................9
1.4. Requests for Category Conversion...................................................................................................11
1.5. Consequences of Failure to Submit Information .................................................................................11
1.5.1. Penalty Fines...............................................................................................................11
1.5.2. Publication of the List of Non-Compliant Issuers...............................................................12
1.5.3. Ex Officio Suspension of Issuer Registration...........................................................................13
1.5.4. Ex Officio Cancellation of Issuer Registration Due to Information Non-Compliance.............13
1.5.5. Administrative Sanction Process.....................................................................................14
1.6. Other Scenarios for Registration Cancellation ..................................................................................14
1.6.1. Voluntary Registration Cancellation.....................................................................................14
1.6.2. Ex Officio Cancellation of Issuer Registration Due to Its Extinction.........................16
Chapter 2. Periodic Information ...................................................................................... 17
2.1. Management Report .................................................................................................................17
2.2. Financial Statements.................................................................................................................18
2.2.1. Financial Institutions Authorized to Operate by the Central Bank of Brazil......................21
2.2.2. Advance Disclosure of Financial Information...............................................................23
2.2.3. Capital Budget .............................................................................................................23
2.3. Periodic Forms........................................................................................................................24
2.3.1. Registration Form ..............................................................................................................24
2.3.2. Reference Form .......................................................................................................25
a. Annual Submission of the Reference Form ................................................................................... 25
b. Update of the Reference Form....................................................................................... 26
c. Resubmission of the Reference Form Due to Public Distribution Registration................. 27
2.3.3. Standardized Financial Statements – DFP ...................................................................28
2.3.4. Quarterly Information – ITR.............................................................................................28
2.3.5. Quarterly Report from Securitization Company.....................................................................29
2.4. Ordinary General Meeting – OGM.......................................................................................................29
2.4.1. Notice of Article 133 of Law No. 6,404/76.......................................................................29
2.4.2. Management Proposal for OGM ....................................................................................30
a. Issuers Registered in Category A............................................................................................. 30
b. Issuers Registered in Category B............................................................................................. 32
2.4.3. OGM Convocation Notice.................................................................................................33
2.4.4. Summary and Minutes of the OGM.............................................................................................................34
2.5. Report and Communications from the Trustee.................................................................................35

Chapter 3. Main Occasional Information........................................................................ 35
3.1. Act and Relevant Fact.............................................................................................................................35
3.1.1. Distinction between Relevant Fact and Market Communication ..................................................37
3.2. Extraordinary General Meeting (EGM) and Special Assembly....................................................................39
3.2.1. EGM Convocation Notice..................................................................................................39
3.2.2. Management Proposal for EGM.....................................................................................40
a. Management Proposal – Category A ...................................................................................... 40
b. Management Proposal – Category B ...................................................................................... 42
3.2.3. Summary and Minutes of the EGM .............................................................................................................43
3.3. Projections.............................................................................................................................................44
3.4. Shareholders’ Agreement............................................................................................................................44
3.5. Group Convention............................................................................................................................45
3.6. Bankruptcy Petitions and Judgments..........................................................................................................45
3.7. Petitions and Judgments Involving Judicial and Extrajudicial Recovery ................................................................45
3.8. Negotiations by Administrators and Related Persons with Securities Issued by the Company...................................................................................................................................................46
3.9. Relevant Shareholding .........................................................................................................47
3.9.1. Recipient of the Obligation.......................................................................................................48
3.9.2. Object of the Relevant Participation ..........................................................................................48
a. Shares............................................................................................................................................... 48
b. Debentures Convertible into Shares, Subscription Bonuses, Subscription Rights for
Shares, Call Options for Shares and Others ....................................................................................... 49
c. ADR, GDR and BDR.............................................................................................................................. 49
d. Share Lending......................................................................................................................49
e. Indirect Participation....................................................................................................................... 50
3.9.3. Calculation of Increase or Decrease in Relevant Participation...................................................51
3.9.4. Group of Persons Acting in Concert or Representing the Same Interest.....................52
3.9.5. Responsibility of the Administrator or Manager.......................................................................52
3.9.6. Timing and Form of Disclosure ...........................................................................................53
3.9.7. Content of the Declaration of Increase and Decrease in Participation..........................................54
3.9.8. Disclosure of the Declaration by Non-Resident Investor ........................................................54
3.10. Trading Policy ......................................................................................................................55
3.11. Disclosure Policy .......................................................................................................................56
3.12. Bylaws...................................................................................................................................56
3.13. Meetings of the Board of Directors and the Fiscal Council................................................................56
3.14. Communication of Auditor Change ..............................................................................................57
Chapter 4. Guidelines Common to Periodic and Occasional Information............................... 57
4.1. Cooperation Agreement between CVM and BM&FBOVESPA ...............................................................................57
4.2. General Guidelines..............................................................................................................................58

4.3. Obligation to Maintain a Website............................................................................................................58
4.4. Confidentiality Request .....................................................................................................................59
4.5. Documents in Foreign Languages ....................................................................................................60
Chapter 5. Special Rules for Issuers........................................................................ 60
5.1. Issuers with High Market Exposure....................................................................................60
5.2. Issuers in Special Situations ..........................................................................................................60
5.2.1. Issuers in Extrajudicial Recovery ................................................................................60
5.2.2. Issuers in Judicial Recovery.........................................................................................61
5.2.3. Issuers in Bankruptcy.....................................................................................................62
5.2.4. Issuers in Liquidation.....................................................................................................62
Chapter 6. Relevant Corporate Events and Other Guidelines ........................................... 63
6.1. Guidelines Common to Ordinary and Extraordinary General Meetings.........................................................................63
6.1.1. Representation of Shareholders in Assembly .........................................................................63
6.1.2. Public Requests for Proxy.............................................................................................64
6.1.3. Request for List of Shareholder Addresses (Article 126, Paragraph 3 of Law
No. 6,404/76)......................................................................................................................................66
6.1.4. Installation of the Fiscal Council and Election of its Members ....................................................67
a. Election of Alternate Members of the Fiscal Council....................................................................... 69
6.1.5. Election of Board of Directors Members .............................................................69
6.2. Incorporation, Merger, and Spin-off.........................................................................................................70
6.2.1. Requests for Waiver of Compliance with Requirements (CVM Resolution No. 559/08).............72
6.3. Acquisition of Commercial Company by Publicly Held Company ..................................................................73
6.4. Conversion of Shares.............................................................................................................................74
6.5. Withdrawal Right................................................................................................................................74
6.6. Capital Increase by Private Subscription........................................................................................75
6.6.1. Surplus of Shares in Capital Increase with Credits..........................................................76
6.7. Capital Reduction ..............................................................................................................................77
6.8. Share Consolidation.........................................................................................................................77
6.9. Trading Ban Period ...............................................................................................................................78
6.10. Transactions with Related Parties........................................................................................................79
6.11. Trading with Own-Emission Shares......................................................................................................79
6.12. Bonus Shares from Treasury Shares .........................................................................................................81
6.13. Article 203 of Law No. 6,404/76 ...........................................................................................................81
6.14. Communication Regarding Non-Payment of Mandatory Dividend Due to Company’s Financial Situation.............................................................................................................................................................81
6.15. Late, Corrective, or Complementary Dividend Declarations............................................81
6.16. Competence of the Board of Directors to Decide on the Issuance of Debentures ...........81

6.17. Board Composition...................................................................................................................82
6.18. Request for Certificates of Entries in Corporate Books (Article 100 of
Law No. 6,404/76)...........................................................................................................................................82
Chapter 7. Appeals, Inquiries, Hearings, and Requests for Review of Processes........................ 84
7.1. Appeals Against Decisions or Understanding Manifestations of the SEP ..............................................84
7.2. Inquiries by Publicly Held and Foreign Companies...............................................................................84
7.3. Communications with the SEP ....................................................................................................................85
7.4. Requests for Hearings by Private Individuals............................................................................................86
7.5. Request for Process Review ....................................................................................................................86
7.6. Commitment Term.......................................................................................................................88
7.7. Calculation of Deadlines............................................................................................................................88
Chapter 8. Systems Provided for the Preparation and Submission of Information............... 89
8.1. Empresas.Net System.........................................................................................................................89
8.2. CVMWEB System................................................................................................................................89
8.3. Periodic and Occasional Information System (IPE).........................................................................90
Chapter 9. Guidelines for Preparing the Reference Form............................... 91
9.1. Guidelines Applicable to the Entire Form........................................................................................91
9.1.1. General Rules on the Preparation and Disclosure of Information...........................................91
9.1.2. Field “Other Information Considered Relevant” .................................................................91
9.1.3. Scope and Content of Information Provided.............................................................92
9.1.4. Non-Applicable Information ....................................................................................................92
9.2. Guidelines for Filling Out the Reference Form .....................................................93
9.2.1. Identification of Persons Responsible for the Content of the Form (Section 1)..................93
9.2.2. Auditors (Section 2).................................................................................................................93
a. Information about Independent Auditors (Item 2.1)............................................................ 93
b. Remuneration of Independent Auditors (Item 2.2) ................................................................. 94
c. Other Information Considered Relevant (Item 2.3)........................................................................ 94
9.2.3. Selected Financial Information (Section 3) ....................................................................95
a. Selected Financial Information (Item 3.1) ........................................................................... 95
b. Non-Accounting Measurements (Item 3.2) ................................................................................................ 95
c. Events Subsequent to the Last Financial Statements Closing the Social Year (Item 3.3) ..................................................................................................................... 95
d. Description of the Result Allocation Policy (Item 3.4)....................................................... 96
e. Dividend Distributions and Profit Retentions Occurring in the Last 3 Social Years (Item 3.5)................................................................................................................................... 96
f. Issuer’s Debt Level (Item 3.7)............................................................................... 97
g. Issuer’s Obligations According to Nature and Maturity Date (Item 3.8) .................. 97
h. Other Relevant Information (Item 3.9)...................................................................................... 98
9.2.4. Risk Factors (Section 4) .......................................................................................................98

a. Description of risk factors (item 4.1)........................................................................................ 98
b. Comments on the expectation of reduction or increase in exposure to relevant risks (item 4.2) ............................................................................................................................ 99
c. Judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties (item 4.3) .......................................................................................................................... 99
d. Judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties and the opposing parties are directors or former directors, controlling shareholders or former controlling shareholders, or investors in the Company or its controlled companies (item 4.4) ............................................................................................................................................ 101
e. Information on relevant confidential proceedings in which the issuer or its controlled companies are parties that have not been disclosed in items 4.3 and 4.4 (item 4.5)..................................... 102
f. Repetitive or related judicial, administrative, or arbitral proceedings, which are not confidential and are relevant collectively, in which the issuer or its controlled companies are parties (item 4.6)................................................................................................................................... 103
g. Other relevant contingencies not covered by the previous items (item 4.7)..................... 103
9.2.5. Market risks (section 5).................................................................................................104
a. Description of the main market risks (item 5.1)................................................................. 104
b. Description of the market risk management policy adopted by the issuer (item 5.2) ............................................................................................................................................ 104
9.2.6. Issuer history (section 6)..............................................................................................105
a. Brief history of the issuer (item 6.3)........................................................................................... 105
b. Major corporate events through which the issuer or any of its controlled or affiliated companies have passed (item 6.5) ........................................................................................... 105
c. Information on bankruptcy petitions, based on significant value, or of judicial or extrajudicial reorganization of the issuer, and on the current status of such petitions (item 6.6) ............................................................................................................................................ 106
9.2.7. Issuer activities (section 7) ...........................................................................................106
a. Main activities developed by the issuer and its controlled companies (item 7.1)......................... 106
b. Information on the issuer's operational segments (item 7.2.)............................................ 106
c. Information on the products and services related to the operational segments disclosed in item 7.2 (item 7.3)....................................................................................................... 106
d. Information on the issuer's relevant long-term relationships (item 7.8)............................ 107
9.2.8. Economic group (section 8)..................................................................................................107
a. Description of the Economic Group in which the issuer is included (item 8.1)....................................... 107
b. Organizational chart of the economic group (item 8.2) ............................................................................. 108
c. Description of restructuring operations that occurred in the Economic Group (item 8.3) ............. 109
9.2.9. Relevant assets (section 9)...................................................................................................110
a. Description of non-current assets relevant to the development of the issuer's activities (item 9.1) ........................................................................................................................................ 110
9.2.10. Directors' comments (section 10) ...............................................................................110
a. Financial and equity conditions and Result of operations (items 10.1 and 10.2) ................. 111
b. Events with relevant effects, occurred and expected, in the financial statements (items 10.3).......................................................................................................................................... 112
c. Significant changes in accounting practices and Reservations and emphases present in the auditor's report (item 10.4) ........................................................................................................... 112
d. Critical accounting policies (item 10.5).......................................................................................... 113
e. Internal controls related to the preparation of financial statements: degree of efficiency and deficiency and recommendations present in the auditor's report (item 10.6)................. 113

9.2.11. Projections (section 11) ..........................................................................................................114
a. Disclosure of Projections (item 11.1) .............................................................................................. 114
b. Monitoring and alteration of disclosed projections during the last 3 fiscal years (item 11.2)............................................................................................................................................................... 114
9.2.12. General meeting and administration (section 12)....................................................................115
a. Description of the issuer's administrative structure (item 12.1)..................................................... 115
b. Description of the rules, policies, and practices relating to general meetings (item 12.2) ................. 115
c. Dates and newspapers of publication of the information required by Law No. 6.404/76 (item 12.3) .......... 116
d. Description of the issuer's rules, policies, and practices relating to the board of directors (item 12.4) .................................................................................................................................................. 117
e. Identification of administrators and members of the fiscal council (item 12.6) ............................ 117
f. Identification of members of statutory committees and of audit, risk, financial, and remuneration committees (item 12.7)........................................................................................... 118
g. Information on administrators and members of the fiscal council (item 12.8) ..................... 118
h. Agreements, including insurance policies, for payment or reimbursement of expenses borne by administrators (item 12.11)................................................................................. 119
i. Other information deemed relevant (item 12.12).................................................................. 119
9.2.13. Remuneration of administrators (section 13)..................................................................119
a. Description of the remuneration policy or practice of the board of directors, the statutory and non-statutory executive board, the fiscal council, the statutory committees, and the audit, risk, financial, and remuneration committees (item 13.1) ......................................... 119
b. Remuneration of the board of directors, the statutory executive board, and the fiscal council (item 13.2) .......................................................................................................................................... 120
c. Variable remuneration of the board of directors, the statutory executive board, and the fiscal council (item 13.3).................................................................................................................. 122
d. Information, by body, on the shareholdings held by members of the board of directors, the statutory executive board, and the fiscal council (item 13.5)........................................... 123
e. Share-based remuneration of the board of directors and the statutory executive board (item 13.6) .......................................................................................................................................... 124
f. Options outstanding of the board of directors and the statutory executive board at the end of the last fiscal year (item 13.7)...................................................................................................... 125
g. Options exercised and shares delivered related to share-based remuneration of the board of directors and the statutory executive board (item 13.8)..................................................... 126
h. Information necessary to understand the data disclosed in items 13.6 to 13.8 (item 13.9) .......................................................................................................................................... 127
i. Pension plans in force granted to members of the board of directors and statutory directors (item 13.10).............................................................................................. 127
j. Value of the highest, lowest, and average value of individual remuneration of the board of directors, the statutory executive board, and the fiscal council (item 13.11)......................................... 128
k. Contractual arrangements, insurance policies, or other instruments that structure remuneration or indemnification mechanisms for administrators (item 13.12)....................... 129
l. Percentage of the total remuneration of each body attributed to members of the board of directors, the statutory executive board, or the fiscal council who are related parties to the issuer's controllers (item 13.13)........................................................................................ 129
m. Remuneration of members of the board of directors, the statutory executive board, or the fiscal council received for any reason other than the function they hold (item 13.14)................ 129
n. Remuneration of members of the board of directors, the statutory executive board, or the fiscal council recognized in the results of the issuer's controllers, companies under common control, and controlled companies of the issuer (item 13.15) .............................................................. 130
o. Other information deemed relevant (item 13.16).................................................................. 131

9.2.14. Human resources (section 14)............................................................................................131
a. Information on the issuer's human resources (item 14.1)................................................ 131
b. Description of the issuer's employee remuneration policy (item 14.3)......................... 131
9.2.15. Control (section 15)............................................................................................................131
a. Identification of the controlling shareholder or group of controlling shareholders (item 15.1).............................. 131
b. Identification of shareholders, or groups of shareholders acting in concert or representing the same interest, with participation equal to or greater than 5% of the same class or species of shares (item 15.2)............................................................................................... 132
c. Capital distribution (item 15.3)................................................................................................ 134
d. Organizational chart of the issuer's shareholders (item 15.4) ................................................................... 135
e. Information on shareholder agreements that regulate the exercise of voting rights or the transfer of shares issued by the issuer (item 15.5) ............................................................... 135
f. Information on relevant changes in the holdings of members of the control group and administrators of the issuer (item 15.6) ........................................................................... 136
9.2.16. Transactions with related parties (section 16)................................................................136
9.2.17. Share capital (section 17).....................................................................................................137
9.2.18. Securities (section 18) ...........................................................................................137
a. Description of the rights of each class and species of issued share (item 18.1).............................. 137
b. Description of statutory rules that limit the voting rights of significant shareholders or that require the making of a public offer (item 18.2) ............................................................. 138
c. Description of other securities (item 18.5).................................................................. 138
d. Other information deemed relevant (item 18.10).................................................................. 139
9.2.19. Buyback plans and treasury securities (section 19)................................139
a. Information on plans to buy back the issuer's shares (item 19.1)................................... 139
b. Movement of securities held in treasury (item 19.2).............................. 139
c. Securities held in treasury on the date of closing of the last fiscal year (item 19.3)................................................................................................................. 140
d. Provide other information that the issuer deems relevant (item 19.4)................................. 140
9.2.20. Securities trading policy (section 20)..................................................140
9.2.21. Information disclosure policy (section 21) .............................................................141
9.2.22. Extraordinary business (section 22)..................................................................................141

Chapter 1. Issuer Registration
1.1. Issuer categories
In accordance with CVM Instruction No. 480/09, there are two categories of registration for issuers of securities, according to the species of securities admitted to public trading (article 2):
Category A, which authorizes the trading of any securities of the issuer in regulated securities markets; and Category B, which authorizes the trading of securities of the issuer in regulated securities markets, except the following identified:
a) shares and depositary receipt certificates; 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 that they are issued by the issuer of the securities referred to in letter "a" or by a company belonging to the group of the said issuer. Note that Chapter III (Issuer Obligations) of the Instruction establishes in its sections II and III, which deal, respectively, with mandatory periodic and occasional information, some differentiated rules for each category of issuer regarding the discipline of information provision. 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 it wishes to submit itself. Finally, we draw attention that, in accordance with article 2 of Annex 32-I of CVM Instruction No. 480/09, foreign companies are registered in category A.
1.2. Issuer registration application
The issuer registration application must be sent to the Corporate Relations Superintendence (SEP), accompanied by the documents indicated in Annex 3 of CVM Instruction No. 480/09. These documents must be sent to the SEP both in physical and magnetic media.
It is emphasized that paragraph 1 of article 4 of CVM Instruction No. 480/09 provides that the counting of the deadline for analysis of the registration application provided for in the caput will only begin on the date of protocol of the last document that completes the set of documents necessary for the instruction of the registration application, as indicated in Annex 3 of this Instruction.
1.3. Foreign issuers
According to Annex 32-I of CVM Instruction No. 480/09, an issuer will not be considered foreign if:
a) it has its headquarters in Brazil; or b) its assets located in Brazil correspond to 50% (fifty percent) or more of those stated in the individual, separate, or consolidated financial statements, prevailing the one that 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 application for registration (i) of the issuer at the CVM, (ii) of the public offering for distribution of depositary receipt certificates – BDR, and (iii) of the BDR program. At the time of these applications, the legal representative must sign a document containing:
a) a declaration that the issuer does not fall under any of the hypotheses mentioned in letters “a” and “b” of the previous paragraph; and b) a calculation memo made by the issuer to verify the percentage of assets located in Brazil.
It is worth noting that the CVM may, exceptionally, waive the verification of the classification as a foreign issuer in the case of a public offering for distribution of depositary receipt certificates – BDR, upon a reasoned request from the issuer, in accordance with paragraph 4 of article 1 of Annex 32-I of CVM Instruction No. 480/09. Issuers registered at the 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 application for registration of public offering for distribution of depositary receipt certificates – BDR or of a BDR program.
Article 3 of Annex 32 - I of CVM Instruction No. 480/09 provides that the persons indicated below must appoint legal representatives domiciled and resident in Brazil, with powers to receive citations, notifications, and summonses relating to actions proposed against the issuer in Brazil or based on Brazilian laws or regulations, as well as to represent them broadly before the CVM, being able to receive correspondence, summonses, notifications, and requests for clarification:
a) the foreign issuer that sponsors a Level II or Level III depositary receipt certificate program – BDR; b) directors or persons who perform functions equivalent to those of a director in the foreign issuer that sponsors a depositary receipt certificate program for securities – BDR Level II or Level III; and c) members of the board of directors, or equivalent body, of the foreign issuer that sponsors a depositary receipt certificate program for shares – BDR Level II or Level III. Legal representatives must accept the appointment in writing, in a document indicating knowledge of the powers conferred upon them and the responsibilities imposed by law and Brazilian regulations. In case of resignation, death, interdiction, impediment, or change of status that disqualifies the legal representative from exercising the function, the issuer has a period of 15 (fifteen) business days to promote its replacement. 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 (IRD) for all purposes provided for in the legislation and regulation of the securities market. It is relevant to mention that information relating to the Legal Representative must be included in item 5 of the Registration Form (Responsible or person equated), without prejudice to

information regarding the Company's DRI must be included, if applicable. Furthermore, minutes of the Board of Directors, meetings of the Board of Directors, shareholder meetings, or other documents dealing with the election or removal of the Legal Representative must be sent via the IPE System, within the deadlines set forth in CVM Instruction No. 480/09.

It should be noted that foreign issuers are subject to Law No. 6.385/76, even though Brazilian corporate law (Law No. 6.404/76) is not applicable to them. Therefore, their corporate operations, as well as the conduct of their administrators, are subject to the corporate rules of their country of origin and their bylaws, with such foreign issuers being subject to the supervision of the regulatory authority of that country.

Thus, with regard to the CVM's actions, it is incumbent upon this Agency to regulate and supervise the disclosure of information by foreign companies, particularly with respect to CVM Instructions No. 358/02 and 480/09.

1.4. Requests for conversion of categories
Once registered, issuers may request the conversion of one registration category to another, through a request sent to SEP, whose procedures and requirements are regulated in Articles 8 to 12 of CVM Instruction No. 480/09.

1.5. Consequences of non-delivery of information
Issuers must comply with the legal and regulatory requirements imposed, especially regarding the delivery of periodic and occasional information set forth in CVM Instruction No. 480/09. Non-compliance with the delivery of information subjects the issuer to the sanctioning procedures commented on below.

1.5.1. Coercive fines
Initially, it should be clarified 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 legislation, as well as for non-compliance with a specific order issued by the CVM.

CVM Instruction No. 480/09 governs the application of coercive fines for non-compliance with the deadlines for delivering information.

In accordance with Article 58 of the Instruction, an issuer that fails to meet the deadlines for delivering 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:
a) R$ 500.00 (five hundred reais) for issuers registered in Category A; and b) 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 with the CVM Collegiate Body, within 10 (ten) days, in accordance with Article 13 of CVM Instruction No. 452/07.

In this sense, it is emphasized the need to maintain updated registration data, particularly the addresses of the company and the DRI, as recommended in this circular (see items 2.3.1, 8.2, 8.3).

Appeals must be filed through the CVM website (www.cvm.gov.br), at the link "Inspection Fee and Coercive Fine"/"Appeal against Coercive Fine – Ordinary and Extraordinary"/"CVMWeb Login".

In accordance with paragraph 1 of Article 13 of CVM Instruction No. 452/07, the appeal will be received with a suspensive effect only if there is a just fear of difficult or uncertain repair resulting from the appealed decision; in such cases, the Superintendent may, ex officio or upon request, grant suspensive effect to the appeal.

However, it is worth informing that the CVM Collegiate Body, in a meeting on 23.11.10, expressed the view that item VI of CVM Deliberation No. 463/03 (which provides that if the request for suspensive effect is denied in whole or in part, the Superintendent must immediately notify the appellant and send a copy of the appeal and the decision to the President of the CVM, who will be responsible for re-examining the decision denying the suspensive effect) does not apply to cases involving coercive fines.

It is emphasized that, 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 consider requests for reconsideration of its decision regarding the appeal.

It should be noted that paragraph 4 of Article 11 of Law 6.385/76, which provides for an appeal to the CRSFN, refers to penalties possibly applied by the CVM, and should not be confused with coercive fines, which have legal provision in paragraph 11 of the same article, from which a voluntary appeal lies to the Collegiate Body, in accordance with paragraph 12 of Article 11 of Law No. 6.385/76.

It is further clarified that CVM Deliberation No. 447/02, amended by CVM Deliberations No. 467/04 and No. 483/05, provides for the installment payment of coercive fines applied, and that CVM Deliberation No. 501/06 provides for the incidence of late payment interest on debts arising, including 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 Defaulters Registry (CADIN) and in the Active Debt.

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

1.5.2. Publication of the list of delinquent issuers
Article 59 of CVM Instruction No. 480/09 provides that the CVM will publish semi-annually, on its website, a list of issuers who are in default for at least 3 (three) months in fulfilling any of their periodic obligations.

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

1.5.3. Ex officio suspension of issuer registration
Article 52 of CVM Instruction No. 480/09 provides that SEP is responsible for suspending the registration of issuers who fail to comply with their periodic obligations for a period exceeding 12 (twelve) months.

As provided for in the sole paragraph of Article 52 of CVM Instruction No. 480/09, SEP will inform the issuer about the suspension of its registration through a letter sent to its headquarters, according to the data contained in its Registration Form (see item 2.3.1), and through a communication on the CVM website.

An issuer whose registration has been 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, including those with delivery deadlines subsequent to the suspension of registration.

The deadlines and procedures to be observed in this request are regulated in Article 53 of CVM Instruction No. 480/09.

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

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

1.5.4. Ex officio cancellation of issuer registration due to non-delivery of information
Article 54 of the Instruction provides for two hypotheses for the ex officio cancellation of issuer registration:
a) the extinction of the issuer; b) the suspension of its registration for a period exceeding 12 (twelve) months.

As in the 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 (9.1), and through a communication on the CVM website, in accordance with the sole paragraph of Article 55 of CVM Instruction No. 480/09.

1.5.5. Administrative sanctioning process
As provided for in Article 60 of CVM Instruction No. 480/09, the following constitute serious offenses, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6.385/76:
a) the disclosure to the market or delivery to the CVM of false, incomplete, inaccurate, or misleading information; b) the repeated non-observance of the deadlines fixed for the presentation of periodic and occasional information provided for in the instruction; and c) the non-observance of the deadline fixed 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 Prosecutor's Office the occurrence of events provided for in said Instruction that constitute a crime.

Therefore, the CVM may investigate through an administrative process the eventual responsibility 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 (Article 9, item V, of Law No. 6.385/76).

In this sense, and in accordance with Article 11 of Law No. 6.385/76, the penalties provided for in items I to VIII of the same article will only be imposed with the observance of the administrative process mentioned in the previous paragraph, also observing the provisions of CVM Deliberation No. 538/08.

1.6. Other hypotheses for cancellation of registration
1.6.1. Voluntary cancellation of registration
CVM Instruction No. 480/09 establishes differentiated rules for the voluntary cancellation of registration, depending on the category in which the issuer is registered.

Article 47 of the Instruction conditions the cancellation of registration of Category B issuers on proof of compliance with one of the following conditions:
a) non-existence of securities in circulation; b) redemption of securities in circulation; c) maturity of the deadline for payment of securities in circulation; d) consent of all holders of securities in circulation regarding the cancellation of registration; or e) any combination of the hypotheses indicated in the preceding items, provided that the totality of securities is reached.

If the redemption of securities in circulation or the maturity of the deadline for payment of securities in circulation has occurred, without the total amount having been paid to investors, the issuer must deposit the amount due in a commercial bank and leave it at the disposal of investors. The issuer that has made this deposit must also disclose a Relevant Fact stating:
a) the decision to cancel the registration with the CVM; b) the realization of the deposit, mentioning the value, banking institution, branch, and checking account; and c) the procedures that holders who have not yet received their credits must adopt 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:
a) declaration of the fiduciary agent, if any; b) declaration of holders of securities attesting that they are aware and agree that, due to the cancellation of registration, the issuer's securities can no longer be traded in regulated markets; or c) unanimous deliberation in a meeting at which the totality of holders of securities is present.

As for the cancellation of registration in Category A, it will be conditioned, as established in Article 48 of the Instruction, on proof that:
a) 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 b) the requirements of the public offer for the acquisition of shares for cancellation of registration for trading of shares in the market have been met, in accordance with CVM Instruction No. 361/02.

It is worth commenting 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 set forth in paragraph 4 of Article 4 of Law No. 6.404/76 and in accordance with the procedure stipulated therein.

As provided for in Article 34 of said Instruction, exceptional situations that justify the acquisition of shares without a public offer or with a differentiated procedure will be examined by the CVM Collegiate Body, 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 cancellation requests filed by issuers registered in Category B must be directed to SEP, while requests filed by issuers registered in Category A must be directed to the Securities Registration Superintendence – 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 to SEP, 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 at the CVM.

It is also worth noting 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 inspection 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 relating 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.

1.6.2. Ex officio cancellation of issuer registration due to its extinction
According to Article 219 of Law No. 6.404/76, the company is extinguished by the 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 the incorporation, merger, or spin-off. In addition to the mandatory sending of the Minutes of the respective EGM via the IPE System, it is requested that the company or its successor 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 further clarified that the company is liable for the inspection 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 relevant norms issued by the Securities and Exchange Commission.

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

CVM Instruction No. 480/09, in its Article 54, item I, provides that one of the hypotheses for ex officio cancellation of issuer registration 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 (see item 2.3.1), and through a communication on the CVM website, in accordance with the sole paragraph of Article 54 of CVM Instruction No. 480/09.

Chapter 2. Periodic Information
2.1. Administration Report
Article 133 of Law No. 6.404/76 establishes that, in addition to the financial statements and other documents cited, open companies must publish the administration report on social business and on the main administrative facts that occurred in the last fiscal year. This document must be sent to the CVM included in the financial statements and in the DFP form (see items 2.2 and 2.3.3).

It is worth noting that, regardless of the publication provided for in paragraph 3 of Article 133 of Law No. 6.404/76, the caput of the same article requires that documents pertinent to matters included in the agenda of the EGM be made available to shareholders, at the company's headquarters, up to one month before the date set for the holding of the EGM (30 days), and it is also required by Article 9 of CVM Instruction No. 481/09, for issuers registered in Category A, that on that date, the documents and information be available on the CVM website.

The Administration Report must be prepared by issuers in line with the recommendations contained in CVM Orientation Opinion No. 15/87 and with the information disclosed by them in section 10 of the Reference Form (Directors' Commentary).

It is emphasized that Article 2 of CVM Instruction No. 381/03 determines that issuers must disclose in the Administration Report the following information regarding the provision, by the independent auditor or by parties related to it, of any service that is not external audit:
a) the date of contracting, the duration period, if greater than one year, and the indication of the nature of each service provided; b) the total value of contracted fees and its percentage in relation to fees related to external audit services; c) the policy or procedures adopted by the company to avoid the existence of conflict of interest, loss of independence, or objectivity of its independent auditors; and

d) a summary of the justification presented by the auditor to the issuer's management regarding the reasons why the provision of other services did not affect the independence and objectivity necessary for the performance of external audit services (Article 3 of the Instruction).

Even in the event that independent auditors have not provided other services besides external audit, the company must clearly state such information in the Management Report.

It is emphasized that paragraph 2 of Instruction CVM No. 381/03 allows issuers to omit the information required in letter "a" above, when the total value of contracted fees represents less than 5% (five percent) of the fees related to external audit services. We draw attention to the fact that even in this case, the issuer's obligation to provide the other information demanded in Article 2 of Instruction CVM No. 381/03, cited above, will persist in the Management Report.

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

2.2. Financial Statements

As provided for in paragraph 2 and the caput of Article 25 of Instruction CVM No. 480/09, the issuer must deliver to the CVM, via the IPE System (see item 8.3), the financial statements and, if applicable, the consolidated financial statements on the same date they are made available to the public, a date that must not exceed, in the case of:

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

It is alerted that paragraph 1 of Article 25 of Instruction CVM No. 480/09 determines that the financial statements of national or foreign issuers must be accompanied by the following documents:

a) management report; b) opinion of the independent auditor; c) opinion of the statutory audit committee or equivalent body, if any, accompanied by any dissenting votes; d) capital budget proposal prepared by management, if any; e) declaration by directors that they have reviewed, discussed, and agree with the opinions expressed in the independent auditors' report, stating the reasons, in case of disagreement; f) declaration by directors that they have reviewed, discussed, and agree with the financial statements; g) annual summary report of the audit committee, if any (Instruction CVM No. 509/11, item VI of Art. 31-D); and

h) in the case of a securitization company, financial statements relating to each of the separate estates, for the issuance of receivables certificates under a fiduciary regime.

It must be emphasized that, due to the alteration promoted by Instruction CVM No. 509/11, paragraph 1 of Article 25 of Instruction CVM No. 480/09 now provides, as cited above, for the mandatory submission, together with the financial statements, of the annual summary report of the statutory audit committee, whenever installed.

The presentation of the annual summary report of the Statutory Audit Committee is mandatory for all companies that use the prerogative established in the caput of Article 31-A of Instruction CVM No. 308/99, with the wording given by Article 1 of Instruction CVM No. 509/2011, by meeting, among others, the requirements established in this article and in Articles 31-B and 31-C of Instruction CVM No. 308/99.

Not having a Statutory Audit Committee for the purposes of Article 31-A of Instruction CVM No. 308/99, the company will only be obliged (in the form of Article 25, paragraph 1, item III, of Instruction CVM No. 480/09 and paragraph 1 of Article 9 of Instruction CVM No. 481/09) to present an opinion on the financial statements issued by an audit committee (statutory or not) or an equivalent body to the statutory audit committee, if that committee or body has issued said opinion.

It is emphasized that, if a statutory audit committee is in operation, the company must, in any case, send, together with the financial statements, the opinion issued by this body, accompanied by any dissenting votes.

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.

In this sense, it is worth remembering that, through OFFICE-CIRCULAR/CVM/SNC/SEP/No. 001/2013, of 8/2/2013, the CVM issued guidance on relevant aspects to be observed in the preparation of Accounting Statements for the fiscal year ended on 12/31/2012.

As provided for in Article 27 of Instruction CVM 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:

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

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

It is worth remembering that for fiscal years starting from 2012, foreign issuers headquartered in a Mercosur member country must prepare and disclose financial statements in accordance with international accounting standards issued by the IASB, according to MERCOSUR DECISION No. 31/10 incorporated through CVM Deliberation No. 659/11.

The financial statements of foreign issuers must be audited by an independent auditor registered with the CVM or in a competent body in the issuer's country of origin (item II of Article 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 in paragraph 2 of Article 27 of Instruction CVM No. 480/09.

For open companies, Article 133 of Law No. 6.404/76 provides for the need to publish financial statements up to 5 (five) days before the holding of the Ordinary General Meeting, it being worth remembering that, under Article 295, paragraph 1, item "c" of the same law, consolidated financial statements must also be published.

In this case, it is also necessary to publish a Notice to Shareholders, 1 (one) month before the OGM (30 days), 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 one (1) month in advance of the date of the OGM (30 days), 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, depending on the location of the company's headquarters, and in another newspaper of large circulation published in the locality where the company's headquarters is located.

The publications will always be made in the same newspaper, chosen in a meeting of the Board of Directors, and any change must be preceded by notice to shareholders in the excerpt of the minutes of the OGM, according to paragraph 3, of Article 289, of Law No. 6.404/76.

National issuers must send the financial statements prepared according to the criteria mentioned above to the CVM, via the IPE System, category "Economic-Financial Data", type "Complete Annual Financial Statements".

It should be noted that the financial statements and other documents listed in Article 25 of Instruction CVM No. 480/09 must be presented in a single file, in DOC or PDF format, in the form of an "audit book", and the sending of the digitized version of the newspaper publication or in other formats that hinder reading or printing is not admissible.

Still in this sense, we draw attention to the fact that sending a PDF version of the Standardized Financial Statements Form (DFP Form) does not fulfill the purpose of delivering the financial statements required by force of Article 25, caput and paragraph 2, of Instruction CVM No. 480/09.

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

Foreign issuers must send the financial statements to the CVM, via the IPE System, prepared in accordance with Law No. 6.404/76 and CVM standards or in accordance with international accounting standards issued by the IASB, in Portuguese and in national currency. In the case of financial statements prepared in accordance with international accounting standards issued by the IASB, the sending must be done through the category "Economic-Financial Data", type "Financial Statements in International Standards", species "Financial Statements in IFRS".

It is emphasized that the sending of the DFP Form does not dispense with the sending of the financial statements that served as the basis for its completion.

2.2.1. Financial institutions authorized to operate by the Central Bank of Brazil

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

Regarding issuers that are financial institutions, it is worth observing that Article 22 of Law No. 6.385/76 establishes, in its paragraph 2, that the standards issued by the CVM regarding the management report and financial statements, as well as accounting standards, apply to financial institutions and other entities authorized to operate by the Central Bank of Brazil, insofar as they are not conflicting with the standards issued by it.

The Central Bank of Brazil, through Resolution No. 3.786/09, established the following:

Financial institutions and other institutions authorized to operate by the Central Bank of Brazil, constituted as open companies or that are obliged to constitute an audit committee in accordance with current regulation, must, from the base date of December 31, 2010, prepare and disclose annually consolidated accounting statements adopting the international accounting standard, according to the pronouncements issued by the International Accounting Standards Board (IASB), translated into Portuguese by a Brazilian entity accredited by the International Accounting Standards Committee Foundation (IASC Foundation).

Thus, there is a convergence between the standards issued by the CVM and the standards issued by the Central Bank of Brazil regarding the accounting standard to be adopted in the consolidated financial statements by entities authorized to operate by the Central Bank of Brazil. It is worth observing that the exceptions of criteria and deadlines provided, respectively, in Letter-Circular No. 3.435/10 1 and in Circular No. 3.516/10 2, applied only to consolidated financial statements, prepared based on the international accounting standard issued by the IASB, referring to the base date of December 31, 2010.

In view of this, it is worth emphasizing, under paragraph 3 of Article 177 of Law No. 6.404/76, that the financial statements of open companies will observe the standards issued by the CVM and will be mandatory submitted to audit by independent auditors registered therein (Wording given by Law No. 11.941/09).

In this sense, Article 26 of Instruction CVM No. 480/09 establishes that the financial statements of national issuers must be (i) prepared in accordance with Law No. 6.404/76 and CVM standards; and (ii) audited by an independent auditor registered with the CVM.

Under Article 133 of Law No. 6.404/76, administrators must communicate, up to 1 (one) month before the date set for the holding of the Ordinary General Meeting, that they are available to shareholders, among other documents, a copy of these financial statements.

This same Law also establishes, in its Article 132, that the Ordinary General Meeting must examine, discuss, and vote on these financial statements, in the 4 (four) first months following the end of the fiscal year.

In light of the above, issuers that are institutions authorized to operate by the Central Bank of Brazil must prepare and make available to their shareholders, within the period mentioned in art. 133, of Law No. 6.404/76 (i) individual financial statements of fiscal year-end prepared in observance of the standards issued by the Central Bank and the standards issued by the CVM, insofar as they do not conflict with standards issued by the Central Bank regarding the same matter; and (ii) consolidated financial statements prepared according to international accounting standard, according to the pronouncements issued by the International Accounting Standards Board – IASB.

These financial statements, individual and consolidated, must be disclosed on the same date, via IPE System, Category "Economic-Financial Data", Type "Complete Annual Financial Statements". Also on this date, the respective DFP Form must be sent, filled in with the data from these statements.

If the Companies prepare and publicly disclose consolidated financial statements in a different accounting standard (for example, in observance of the standards issued by the Central Bank), they must send them, via IPE System, on the same date of their disclosure to the public, through the Category "Economic-Financial Data", Type "Additional Financial Statements".

Regarding quarterly information, the Central Bank of Brazil, through CMN Resolution No. 3853/10, determined that "financial institutions [...] constituted as open companies [...] who disclose intermediate consolidated accounting statements, must observe the pronouncements issued by the International Accounting Standards Board (IASB), translated into Portuguese by a Brazilian entity accredited by the International Accounting Standards Committee Foundation (IASC Foundation)".

However, through Letter Circular 3.447/10, the Central Bank of Brazil clarified that "art. 1 of CMN Resolution No. 3.853, of April 29, 2010, when applying exclusively to institutions that disclose intermediate consolidated accounting statements prepared in the international accounting standard, in conformity with the pronouncements issued by the International Accounting Standards Board (IASB), did not establish the obligation to disclose intermediate consolidated accounting statements in this standard, nor did it prohibit the disclosure of intermediate consolidated accounting statements prepared in a different accounting standard".

It is verified that the standards issued by the Central Bank of Brazil do not prohibit, but only make optional, the disclosure of intermediate consolidated accounting statements prepared in the international accounting standard.

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

The accounting standard required by the CVM, through Instruction CVM No. 457/07, to be used for the preparation of consolidated financial statements to be disclosed to the market, applicable to all issuers, including financial institutions, is that of full adoption of international accounting standards.

As highlighted previously, there is no conflict between the standards issued by the CVM and the standards issued by the Central Bank of Brazil.

Thus, and considering still the obligation to disclose annual financial statements in conformity with international standards, as well as the need for comparability of accounting information, the Superintendence of Corporate Relations will monitor the disclosure by open financial companies, Category A, of the Quarterly Forms relating to the period ending on 03/31/2013 onwards, filled in with the data of the consolidated intermediate financial statements prepared in accordance with international accounting standards.

2.2.2. Advance Disclosure of Financial Information

The advance disclosure of financial information must be carried out exceptionally. If the company opts for the advance disclosure of certain data, it must do so in an equitable manner and emphasize that they are preliminary information, informing, even, whether they were, or were not, audited.

It is worth remembering that, under Article 14 of Instruction CVM No. 480/09, the information disclosed must be true, complete, consistent, and must not induce investors to error.

It is emphasized that this exceptional disclosure must be made through a Relevant Fact, in accordance with Instruction CVM No. 358/02.

Finally, it is worth remembering that, in the event of advance disclosure of financial information, the period of prohibition on trading provided for in Article 13, paragraph 4, of Instruction No. 358/02 is also advanced.

2.2.3. Capital Budget

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 circulating, and will be submitted by the management bodies to the assembly, with the justification of profit retention proposed.

Profit Retention

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

§ 1º The budget, submitted by the management bodies with the justification of the proposed profit retention, must comprise all sources of resources and applications of capital, fixed or circulating, and may have a duration of up to 5 (five) fiscal years, except in the case of execution, for a longer period, of an investment project.

§ 2º The budget may be approved by the ordinary general meeting that deliberates on the balance sheet of the fiscal year and reviewed annually, when it has a duration greater than one fiscal year.

Regarding issuers registered in category A, it is alerted that Instruction CVM 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 profit retention provided for in a capital budget, the company must make available to shareholders, up to one month before the date set for the holding of the OGM, information on the amount of the proposed retention, as well as a copy of the capital budget prepared in accordance with Article 196 of Law No. 6.404/76.

Issuers registered in category B, although not subject to the form and content of the information required by Instruction CVM No. 481/09, must make available to shareholders, up to one month before the date set for the holding of the OGM, information on the amount of the proposed retention, as well as a copy of the capital budget prepared in accordance with Articles 133 and 196 of Law No. 6.404/76.

The capital budget must be sent to the CVM, via IPE System, category "Assembly", type "OGM" or "OGM/E", species "Management Proposal", subject "Capital Budget", without prejudice to its sending accompanying the financial statements, as provided for in Article 25, paragraph 1, item IV, of Instruction CVM No. 480/09 (see item 2.2).

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

2.3. Periodic Forms

2.3.1. Cadastral Form

The Cadastral Form is an electronic document, of periodic and eventual submission, provided for in Article 22 of Instruction CVM No. 480/09, whose content reflects Annex 22 of the cited Instruction.

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

The Cadastral Form must be filled in and sent to the CVM through the Empresas.Net program, available for download on the CVM website, at the link "Document Submission".

The issuer must proceed to update the Cadastral Form 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 Instruction CVM No. 480/09.

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

This confirmation must be made by delivering a new version of the Cadastral Form between 01/05 and 31/05 of each year, even if it has already been delivered before this period. We remind you that the sending of Reference Forms, DFP or ITR, between May 1 and May 31, does not exempt the Company from the necessary delivery of the Cadastral Form in this period for the purpose of

1 The Letter-Circular No. 3.435/10 established that, for the purposes of preparing the opening balance sheet of the consolidated accounting statements, according to the pronouncements issued by the IASB, the following opening dates should be observed:
I - January 1, 2010, for institutions that do not present consolidated accounting statements in a comparative manner; II - January 1, 2009, for institutions that opt to make the comparative presentation of the consolidated accounting statements of the years 2010 and 2009; or III - January 1, 2008, for institutions that opt to make the comparative presentation of the consolidated accounting statements of the years 2010, 2009 and 2008. 2 Circular No. 3.516/10 extended to up to one hundred and twenty days the deadline provided for in art. 1 of Circular No. 3.472, of October 23, 2009, for the disclosure of consolidated accounting statements, prepared based on the international accounting standard issued by the International Accounting Standards Board (IASB), referring to the base date of December 31, 2010.

confirmation of the validity of the data present in the form, required by the sole paragraph of Article 23 of CVM Instruction No. 480/09.

Finally, regardless of the update of registration data through the submission of the Registration Form, it should be noted that the data of the DRI or equivalent person must also be updated in the IPE System (see items 8.2 and 8.3).

2.3.2. Reference Form

a. Annual submission of the Reference Form

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

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

The annual presentation of the reference form should occur, preferably, after the holding of the Ordinary General Assembly (AGO) and must always include the information contained in the financial statements of the previous year that are discussed and voted on at that meeting. With this procedure, it will already be possible to include in the document, for example, information on the eventual election and remuneration of administrators, as well as on the dates and newspapers of publication required in item 12.3 of the Form.

In this sense, it is warned that all updated information that has been provided due to the update rules provided for in paragraphs 3 and 4 of Article 24 of the Instruction must be reflected in the Reference Form when its annual presentation, regardless of the existence of a command in Annex 24 regarding the provision of information relating to the current fiscal year.

After the holding of the AGO and before the end of the deadline for annual submission of the Reference Form provided for in Article 24 of CVM Instruction No. 480/09, if any of the events that impose the update of the document occurs, the issuer may opt for (i) to resubmit the Reference Form of the previous year; or (ii) to present the document relating to the current fiscal year.

In this case, the issuer must pay attention to (i) not resubmitting the document relating to the previous year as if it were the Reference Form updated with all the information of the current year; or (ii) not presenting the Reference Form updated with all the information of the current year as if it were the resubmission of the document relating to the previous year.

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

The Reference Form must be filled out and sent to the CVM through the Empresas.Net program (see item 8.1), available for download on the CVM website, at the link “Document Submission”. The guidelines for preparing the Form can be consulted in this circular (see Chapter 9).

b. Update of the Reference Form

CVM Instruction No. 480/09 provides, in paragraphs 3 and 4 of Article 24, certain events that impose the obligation of issuers registered in Categories A and B to update, within 7 (seven) business days counted from the date of occurrence of the event, the fields of the Reference Form whose information are affected by the incidence of the events described below:

a) change of administrator or member of the fiscal council of the issuer; b) change in share capital; c) issuance of new securities, even if subscribed privately; d) change in the rights and advantages of the issued securities; e) change in controlling shareholders, direct or indirect, or variations in their shareholdings equal to or greater than 5% (five percent) of the same species or class of shares of the issuer; f) when any natural or legal person, or group of people representing the same interest, reaches a direct or indirect participation equal to or greater than 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer is aware of such change; g) variations in the share position of the persons mentioned above greater than 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer is aware of such change; h) incorporation, share incorporation, merger or spin-off involving the issuer; i) change in projections or estimates or disclosure of new projections and estimates; j) celebration, alteration or termination of a shareholders' agreement filed at the issuer's headquarters or from which the controller is a party regarding the exercise of voting rights or control power of the issuer; and k) declaration of bankruptcy, judicial reorganization, liquidation or judicial homologation of extrajudicial reorganization.

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

a) change of administrator; b) issuance of new securities, even if subscribed privately; c) change in controlling shareholders, direct or indirect, or variations in their shareholdings equal to or greater than 5% (five percent) of the same species or class of shares of the issuer; d) incorporation, share incorporation, merger or spin-off involving the issuer;

e) change in projections or estimates or disclosure of new projections and estimates; and f) declaration of bankruptcy, judicial reorganization, judicial or extrajudicial liquidation or judicial homologation of extrajudicial reorganization.

In the update of an already submitted Reference Form, issuers must indicate as “Reference of the FRE” the end date of the same fiscal year to which the Form to be updated refers. Also, the sections and items altered must be indicated in the “Reason for Resubmission” field, with the inclusion, whenever possible, of a brief description of the reason for the alteration.

Category B issuers who opt to present information indicated in Annex 24 as optional for their category must: (a) maintain the optional information that was provided in all updates of the Reference Form that may be presented by the company; and (b) update the optional information provided in the manner provided for in paragraphs 3 and 4 of Article 24 of CVM Instruction 480/09. There is no impediment, however, for the issuer to cease presenting the optional information when delivering the Reference Form of the subsequent fiscal year.

It should be warned, finally, that the general guidelines contained in Annex 1 of this Circular Letter regarding updatable fields of the Reference Form do not constitute and should not be understood as an exhaustive list, being the obligation of the issuer to verify and update all fields of the Form that, in its specific case, are impacted by the occurrence of the events provided for in paragraphs 3 and 4 of Article 24.

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

CVM Instruction No. 480/09 provides in paragraph 2 of Article 24 that, in the case of a request for registration of public distribution, issuers must resubmit the Reference Form fully updated on the same date that the request is filed with the CVM.

In the case of a request for registration of public distribution, the issuer may opt to resubmit the Reference Form of the previous year or to present the Reference Form of the current year, provided that the information relating to the previous year is filled in.

In the resubmission of the Reference Form, issuers must indicate as “Reference of the FRE” the end date of the same fiscal year to which the Form to be resubmitted refers. In addition, the sections and items altered must also be indicated in the “Reason for Resubmission” field, with the inclusion of a brief description of the reason for the alteration.

As stated in the declaration signed by the DRI and the President of the company, the Reference Form must be a true, accurate and complete portrait of the issuer's economic-financial situation, and the information contained therein must be useful, true, complete and consistent, as provided for in Articles 14 and 17 of CVM Instruction No. 480/09.

Thus, we warn issuers that the persons responsible for the content of the Reference Form must ensure the permanent quality of the document, and it is not expected that in the resubmission resulting from a request for registration of public distribution the information contained therein undergo substantial alterations,

beyond those that would necessarily have to be made to update the document in this situation, including in cases expressly provided for in Annex 24 of CVM Instruction No. 480/09.

2.3.3. Standardized Financial Statements – DFP

The Standardized Financial Statements Form (DFP) is an electronic document, of periodic submission provided for in Article 21, item IV, of CVM Instruction No. 480/09, whose submission to the CVM must be done through the Empresas.Net System (see item 8.1).

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

a) by the national issuer, within 3 (three) months after the closing of the fiscal year or on the same date of sending the financial statements, if this occurs on an earlier date; b) by the foreign issuer, within 4 (four) months of the closing of the fiscal year or on the same date of sending the financial statements, if this occurs on an earlier date.

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

In the case of financial institution issuers, attention is drawn to the understanding exposed in this Circular Letter (see item 2.2.1).

If it discloses projections, the issuer must compare in the DFP form, in the field “Commentary on the behavior of business projections”, the projections disclosed in the Reference Form with the results actually obtained in the quarter, indicating the reasons for any differences, as determined in paragraph 4 of Article 20 of CVM Instruction No. 480/09.

2.3.4. Quarterly Information – ITR

Article 29 of CVM Instruction No. 480/09 provides for the submission of forms relating to quarterly information (ITR) by registered issuers, whose submission to the CVM must be done through the Empresas.Net system (see item 8.1).

According to Article 29 of CVM Instruction No. 480/09, the ITR form must be filled out with the data from the quarterly accounting information prepared in accordance with the accounting rules applicable to the issuer, in accordance with Articles 25 to 27 of the Instruction, and delivered within 45 (forty-five) days after the end of each quarter of the fiscal year, except for the last one.

It is worth clarifying that the information of 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.

As provided by CVM Instruction No. 480/09, with wording given by CVM Instruction No. 511/11, all registered issuers must send the ITR form within the same period of up to 45 (forty-five) days after the end of each quarter of the fiscal year, accompanied by a special review report, issued by an independent auditor registered with the CVM.

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

In the case of financial institution issuers, attention is drawn to the understanding exposed in this Circular Letter (see item 2.2.1).

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

2.3.5. Quarterly Report of Securitization Company

CVM Instruction No. 480/09 stipulates that issuers whose object is the securitization of credits must send a quarterly report to the CVM, within the same deadline for submission of quarterly information forms – ITR and standardized financial statements – DFP.

The objective of the new form is to expand and improve the volume of information provided about securitization operations, allowing the investor to have easier and more detailed access to the data of these operations, contributing to the development of this market.

The Quarterly Report of Securitization Companies, whose content must reflect the provisions of Annex 32-II to CVM Instruction No. 480/09, must be sent through the Empresas.Net system (see item 8.1).

2.4. Ordinary General Assembly – AGO

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, an ordinary general assembly (AGO) must be held to take the accounts of the administrators, examine, discuss and vote on the financial statements, deliberate on the destination of the net profit of the year and the distribution of dividends and elect the administrators and, if applicable, the members of the Fiscal Council.

In accordance with Article 60, item III, of CVM Instruction No. 480/09, the non-observance of the deadline fixed in Article 132 of Law No. 6.404/76 for the holding of the ordinary general assembly is considered a serious offense.

2.4.1. Communication of Article 133 of Law No. 6.404/76

Article 133 of Law No. 6.404/76 establishes that administrators must communicate, up to 1 (one) month before the date set for the holding of the AGO, by announcements published in the manner provided for in Article 124 (see item 2.4.3), that they are at the disposal of shareholders the documents indicated below, and it must be specified in the announcements the location or locations where shareholders can obtain copies of these documents:

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

At least 5 (five) days before the date set for the holding of the AGO, the company must publish the documents cited in letters “a” to “c” above (paragraph 3 of Article 133). It is highlighted that, regardless of this publication, the caput of Article 133 of Law No. 6.404/76 requires that documents pertinent to matters included on the agenda of the AGO be made available to shareholders, at the company's headquarters, up to one month before the date set for the holding of the assembly (30 days).

The AGO that gathers all shareholders may consider the lack of publication of the announcements or the non-observance of the deadlines referred to in Article 133 of Law No. 6.404/76 as cured, but the publication of the documents before the holding of the assembly is mandatory (paragraph 4 of Article 133).

The publication of the announcements provided for in Article 133 is dispensed with when the documents cited in letters “a” and “c” above are published up to 1 (one) month before the date set for the holding of the AGO (paragraph 5 of Article 133).

Thus, the communication provided for in Article 133 of Law No. 6.404/76 must be filed in the IPE System on the same date of its publication, if any.

2.4.2. Administration's proposal for AGO

a. Issuers registered in Category A

Regarding the minimum documents and information that must be made available to shareholders when convening the AGO, open companies registered in category A must pay attention to the provisions of CVM Instruction No. 481/09 – which applies exclusively to open companies that have shares admitted to trading in regulated markets –, especially regarding the provisions of Articles 8 to 21 of this Instruction.

It is worth highlighting that, regardless of the publication provided for in paragraph 3 of Article 133 of Law No. 6.404/76, the caput of this article requires that documents pertinent to matters included on the agenda of the AGO be made available to shareholders, at the company's headquarters, up to one month before the date set for the holding of the AGO (30 days), and it is also required by Article 9 of CVM Instruction No. 481/09, for issuers registered in category A, that, on this date, the following documents and information are available on the CVM's Internet page:

a) administration report on social business and the main administrative facts of the closed year (included in the Financial Statements and in the DFP form – see items 2.2 and 2.3.3); b) copy of the financial statements (sent by the IPE System – see item 2.2); c) administrators' commentary on the company's financial situation, in accordance with item 10 of the Reference Form (“Directors' Comments”) (sent, by the IPE System, in the “Assembly” category, type “AGO” or “AGO/E”, species “Administration's Proposal”, subject “Administrators' commentary on the company's financial situation”); d) opinion of independent auditors (included in the Financial Statements and in the DFP form – see items 2.2 and 2.3.3); e) opinion of the fiscal council, including dissenting votes, if any (included in the Financial Statements and in the DFP form – see items 2.2 and 2.3.3, as well as sent by the IPE System by virtue of item VI of Article 30 of CVM Instruction No. 480/09, in the “Board Meeting” category, type “Fiscal Council”, species “Minutes”, subject “Opinion on the Financial Statements”); f) DFP form (sent by the Empresas.Net System – see item 8.1); g) proposal for the destination of the net profit of the year that contains, at minimum, the information indicated in Annex 9-1-II of the Instruction (sent by the IPE System by the “Assembly” category, type “AGO” or “AGO/E”, species “Administration's Proposal”, subject “Destination of Results”); and h) opinion of the audit committee, if any (sent by the IPE System by the “Board Meeting” category, type “Audit Committee”, species “Minutes”, subject “Opinion on the Financial Statements” – see item 2.2).

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

According to the decision of the Collegiate Body of 09/27/2011 (Process CVM RJ2010-14687), companies that have recorded a loss in the year are exempt from presenting the information indicated in Annex 9-1-II of CVM Instruction No. 481/09.

Item V of Article 133 of Law No. 6.404/1976 establishes that the company must make available to shareholders, at the company's headquarters, up to one month before the date set for the holding of the AGO (30 days), in addition to the documents indicated in the Law, the other documents pertinent to matters included on the agenda. The sole paragraph of Article 6 of CVM Instruction No. 481/09, in turn, determines that the documents and information required therein must be made available to shareholders until the date of publication of the first convocation announcement, unless Law No. 6.404/76, the Instruction or another CVM norm establishes a longer deadline.

For this reason, we warn issuers that, if the election of administrators or members of the fiscal council or the fixing of their remuneration are included on the agenda of the AGO, the issuer registered in category A must provide, in the

minimum, the documents and information required by Articles 10 and 12 of CVM Instruction No. 481/09 within a period of 1 (one) month before the scheduled date for the holding of the general meeting.

Such information must be included in the administration's proposal, which must be forwarded through the IPE System, category "Assembly", type "AGM" or "AGM/E", species "Administration's Proposal", subject "Election of members of the Boards of Directors and Auditors" or "Remuneration of administrators and councilors".

In order to allow investors a better understanding of the remuneration proposal (item I of Article 12 of CVM Instruction No. 481/09) and to support the decision to be made by them, it is recommended that issuers include, in the remuneration proposal, information on:
a) the period to which the remuneration proposal refers (for example, from the current AGM until the next one); b) values approved in the previous proposal and values actually realized, clarifying the reason for any differences; and c) any differences between the values of the current proposal and the previous proposal and those stated in item 13 of the Company's Reference Form, clarifying, for example, if they result from the non-correspondence between the period covered by the proposals (letter "a") and the period covered by the Reference Form (fiscal year).

The documents made available to shareholders must contain the information necessary for the understanding of 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 induce investors to error.

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

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

b. Issuers registered in Category B

Although CVM Instruction No. 481/09 does not apply to open companies registered in Category B, it is worth alerting that these issuers are obliged, under Article 133, item V, of Law No. 6.404/76 and Article 21, item VIII, of Instruction No. 480/09, to send the other relevant documents regarding matters included in the agenda of the meeting (forwarded through the IPE System, category "Assembly", type "AGM" or "AGM/E", species "Administration's Proposal", choosing relevant matters according to the guidelines provided in this Letter (see item "a" above).

The administration's proposal for the AGM must be delivered up to one month before the date set for the holding of the meeting (30 days).

The documents made available to shareholders must contain the information necessary for the understanding of the matters to be discussed at the meeting. As provided in CVM Instruction No. 480/09, the information and documents provided to shareholders must be true, complete and consistent, drafted in clear, objective and concise language and must not induce investors to error.

If the AGM is also convened to elect administrators or members of the audit committee or to set the remuneration of administrators, issuers registered in Category B must provide sufficient information so that shareholders can know the candidates indicated for election and the proposed remuneration policy. Such information must be included in the administration's proposal, which must be forwarded through the IPE System, category "Assembly", type "AGM" or "AGM/E", species "Administration's Proposal", subject "Election of members of the Boards of Directors and Auditors" or "Remuneration of administrators and councilors".

According to the decision of the Collegiate Board of 09/27/2011 (CVM Process RJ2010-14687), companies that have reported a loss in the fiscal year are exempt from presenting the information indicated in Annex 9-1-II of CVM Instruction No. 481/09.

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

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

2.4.3. Notice of Convocation of AGM

In accordance with item II of paragraph 1 of Article 124 of Law No. 6.404/76, the convocation of a general meeting of an open company shall be made by means of an announcement published at least three times, containing, in addition to the location, date and time of the meeting, the agenda, and, in the case of bylaws reform, the indication of the matter, with the deadline for the first convocation being 15 (fifteen) days and for the second convocation, 8 (eight) days.

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

The notices of convocation of AGM and AGM/E of issuers registered both in Category A and in Category B must explicitly enumerate, in the agenda, all matters to be deliberated, and the use of the rubric "general matters" for matters that require assembly deliberation is prohibited.

In the case of meetings intended for the election of members to the Board of Directors, the minimum percentage of participation in the voting capital necessary to request the adoption of multiple voting, in accordance with Article 141, of Law No. 6.404/76, must appear, mandatorily, in the notice of convocation, as determined in Article 4 of CVM Instruction No. 481/09 and in Article 3 of CVM Instruction No. 165/91.

Upon receipt of a request for the adoption of the multiple voting process and verification that it meets the provisions of Article 141 of Law 6.404/76 and CVM Instruction No. 165/91, it is recommended that the company disclose, through the IPE System, in the category "Notice to Shareholders", type "Other Notices", that the election of the board of directors may take place by this process, as this is important information to instruct the decision to be taken by shareholders at the meeting.

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

Finally, we remind you that Law No. 12.431/11 amended provisions of Law No. 6.404/76, which now provides in the sole paragraph of Article 121 that, in open companies, the shareholder may participate and vote remotely in the general meeting, in accordance with CVM regulation.

Although the said regulation has not yet been issued, it is worth noting that the CVM has publicly stated that there is no impediment for companies to hold meetings where remote voting is used. To this end, it is recommended that companies ensure that the means chosen to confer remote voting: (a) are made available to all shareholders; (b) preserve the security of the votes, including enabling the verification of the quality of shareholder of the persons who will exercise the right to vote; and (c) guarantee the possibility of subsequent verification of how each shareholder voted.

2.4.4. Summary and Minutes of the AGM

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, through the IPE System, on the same day of its holding, by the category "Assembly", types "AGM" or "AGM/E", species "Summary of Decisions", as well as the minutes of the AGMs, within 7 (seven) business days of its holding, with indication of the dates and newspapers of its publication by the category "Assembly", types "AGM" or "AGM/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 confused with the minutes of the AGM (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 drawn up in the form of a summary of the facts 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 deliberations of the meeting.

It is worth highlighting that CVM Instruction No. 480/09 exempts the issuer from delivering the summary of decisions to the issuer who 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. For the use of this facility, however, it is necessary that the issuer forwards the complete minutes of the general meeting, on the same day of the holding of the meeting.

In this sense, we highlight that the minutes of the AGM must be accompanied, in the same file, of any opinions and manifestations of dissenting votes, as well as all documents referenced and related to the deliberations of the meeting, such as contracts.

Whenever possible, AGM minutes archived at the CVM must also contain the attendance list, the exact quorum for installation, as well as the qualification of shareholders, discrimination of the quantity, species and class of shares held by each one.

2.5. Report and Communications of the Fiduciary Agent

Law No. 6.404/76 determines, in letters "b" and "c" of paragraph 1 of Article 68, that fiduciary agents must, respectively:
a) annually, prepare and make available to debenture holders, within 4 (four) months of the end of the company's fiscal year, a report informing about relevant events occurred during the year, regarding the execution of obligations assumed by the company, to the assets guaranteeing 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 its aptitude to continue in the exercise of the function; b) notify debenture holders, within a maximum period of 60 (sixty) days, of any default, by the company, of obligations assumed in the issuance deed.

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

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

Chapter 3. Main Information on Occasional Events

3.1. Material 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 over-the-counter market organized entity in which the company's securities are admitted to trading, any material act or fact occurred or related to its business (defined in Article 2 of this Instruction), as well as to guarantee its broad and immediate dissemination, simultaneously, in all markets in which such securities are admitted to trading.

Following the guidance of Article 5 of CVM Instruction No. 358/02, the disclosure of the material act or fact must be made, whenever possible, before the start or after the closing of trading on the stock exchanges and over-the-counter market organized entities in which the company's 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 (regardless of their registration category) must forward to the CVM, through the IPE System, communications regarding material acts or facts.

If controlling shareholders, directors, members of the board of directors, audit committee and any bodies with technical or advisory functions, created by statutory provision, have personal knowledge of a material act or fact and find the omission of the Investor Relations Director 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 material act or fact to the CVM.

It should be 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 through the press any deliberation of the general meeting or of the administration bodies of the company, or material fact occurred in its business, that may influence, in a considerable manner, the decision of investors in the market to sell or buy securities issued by the company.

Exceptionally, according to the caput of Article 6 of CVM Instruction No. 358/02, material acts or facts may fail to be disclosed if controlling shareholders or administrators understand that their disclosure will put at risk the legitimate interest of the company.

Notwithstanding, by virtue of the sole paragraph of this same Article 6, administrators and controlling shareholders are obliged to, directly or through the DRI, immediately disclose the material act or fact, in the event that the information escapes control or there is atypical fluctuation in the quotation, price or quantity traded of the securities issued by the open company or referenced to them.

In these cases, it must be evaluated the need to request the suspension of trading of the securities issued by the company, as provided for in paragraph 2 of Article 5 of CVM Instruction No. 358/02.

It is worth highlighting that the CVM has been understanding that, in the event of leakage of information or if the company's securities fluctuate atypically, the material fact must be immediately disclosed, even if the information refers to operations in negotiation (not concluded), initial negotiations, feasibility studies or even merely the intention to carry out the business (see judgment of administrative sanctioning processes No. 2006/5928 and No. 24/05, available on the CVM website). If the relevant information escapes the control of the administration or 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 the persons with access to material acts or facts, with the aim of verifying if they have knowledge of information that should be disclosed to the market.

Thus, in cases where failures in the disclosure of material acts or facts are identified, without prejudice to the investigation of eventual use of insider information, the Investor Relations Director, as well as controlling shareholders, other directors, members of the board of directors, audit committee and any bodies with technical or advisory functions, created by statutory provision, are subject to the determination of responsibility for the eventual infringement of the 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 the case may be.

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

In this sense, it is worth alerting that it is incumbent upon administrators and controlling shareholders, in addition to the other persons indicated in paragraph 1 of Article 3 of CVM Instruction No. 358/02, to evaluate the need for disclosure of sentences issued in the context of processes, including arbitral, of which they have knowledge, when these can be characterized as relevant information, capable of affecting investors' decisions to buy, sell or hold the securities issued by the company.

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 issued therein, which must reflect the exact wording of such decisions.

Corporate legislation does not prevent relevant information from being disseminated and discussed in meetings of class entities, investors, analysts or with selected audience, in the country or abroad. However, ensuring equitable treatment of all market participants, and in order to prevent, including the possibility of use of insider information, it requires that the material fact in question be disclosed, prior or simultaneously to the meeting, to the entire market, as determined in paragraph 3 of Article 3, of CVM Instruction No. 358/02.

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

In the case where controlling shareholders or administrators understand that the revelation of the material act or fact may put at risk the legitimate interest of the Company, a request for exception to immediate disclosure may be addressed to the President of the CVM, in a sealed envelope, in which the word "Confidential" must appear, in accordance with Article 7, paragraph 1, of CVM Instruction No. 358/02.

In line with the decision issued by the CVM Collegiate Board, on 08/22/2006, in the judgment of Process CVM RJ/2006/1574, it is alerted that the disclosure of material acts or facts must be made through publication in newspapers of large circulation usually used by the company, therefore, in accordance with paragraph 4 of Article 3 of CVM Instruction No. 358/02, publication in an official organ of the Union or State or of the Federal District, according to the place where the company's headquarters is located, is dispensed with.

It is worth noting that the sending of the file with the text of the material act or fact will be done through the IPE System, category "Material 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, 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 contained in the said Instruction.

3.1.1. Distinction between Material Fact and Market Communication

CVM Instruction No. 358/02 defines as material act or fact any decision of controlling shareholder, deliberation of the general meeting or of the administration bodies of the open company, or any other act or fact of a political-administrative, technical, business or economic-financial nature occurred or related to its business that may influence in a considerable manner:
a) the quotation of the securities issued by the open company or referenced to them; b) the decision of investors to buy, sell or hold those securities; c) the decision of investors to exercise any rights inherent to the condition of holder of securities issued by the company or referenced to them.

Unlike the Market Communication, the disclosure of a material act or fact is subject to a specific formality: immediate disclosure to the CVM, to the stock exchanges or to the over-the-counter market entities where the open company trades its securities and disclosure through the press (publication in a newspaper of large circulation usually used by the company). The forwarding to the CVM and to the exchange is done through the archiving of the information in the IPE System, in the category "Material Fact".

The "Market Communication" and the "Notice to Shareholders" are categories that were created in the IPE for the disclosure, respectively:
a) of the communications provided for in CVM Instruction 358/02 (such as the communication of acquisition or alienation of relevant participations provided for in Article 12, whose publication is only required in the cases provided for in paragraph 5 of this Article) or of other information not characterized as a material act or fact, which the company considers useful to be disclosed to shareholders or to the market (such as material disclosed in meetings with analysts, etc.). Clarifications provided by companies regarding inquiries formulated by the CVM or by the exchange are also archived in this category, for example. It is worth noting that for each of these cases there is an appropriate "type" within the chosen "category", in the IPE System; b) of the announcements provided for in Article 133 of Law No. 6.404/76, whose publication is dispensed with in the situations provided for in the Law, or of other notices that the company considers useful to be disclosed to shareholders, such as those regarding procedures to be adopted in the payment of dividends or interest on equity.

The distinction between the material act or fact and the "Market Communication" or the "Notice to Shareholders" is, therefore, in the content of the information disclosed. If the company understands that the information has the potential to affect quotations or investment decisions, it must be treated internally and disclosed in the manner required for relevant information, which includes publication in newspapers of large circulation usually used by the company, as provided for in CVM Instruction No. 358/02.

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

3.2. Extraordinary General Meeting (EGM) and Special Assembly
3.2.1. EGM Convocation Notice
In accordance with item II of paragraph 1 of Article 124 of Law No. 6,404/76, the convocation of a general meeting of a publicly-held company shall be made by means of an announcement published at least three times, containing, in addition to the location, date, and time of the meeting, the agenda, and, in the case of bylaws reform, the indication of the matter, with the notice period for the first convocation being 15 (fifteen) days and for the second convocation, 8 (eight) days.

In the event that the meeting is not installed at the first convocation, a new convocation must occur by means of publishing a new notice, which must inform, in addition to the agenda, the location, date, and time at which the meeting will be held at the second convocation. The aforementioned meeting may not be held, at the second convocation, within a period less than 8 (eight) days, counted from the date the second notice was published (item II of paragraph 1 of Article 124 of Law No. 6,404/76).

As with General Assemblies (GAs), the convocation notices for Extraordinary General Meetings (EGMs) of issuers registered in both Category A and Category B must expressly list, in the agenda, all matters to be deliberated, and the use of the heading "general matters" for matters requiring assembly deliberation is prohibited.

In the case of meetings intended for the election of members to the Board of Directors of issuers registered in both Category A and Category B, the minimum percentage of voting capital participation necessary to request the adoption of multiple voting, in accordance with Article 141 of Law No. 6,404/76, must be included, mandatorily, in the convocation notice, as determined in Article 4 of CVM Instruction No. 481/09 and Article 3 of CVM Instruction No. 165/91.

Upon receipt of a request for the adoption of the multiple voting process and verification that it meets the provisions of Article 141 of Law 6,404/76 and CVM Instruction No. 165/91, the company must disclose, via the IPE System, under the category "Notice to Shareholders," type "Other Notices," that the election of the board of directors may take place through this process, as this is important information to instruct the decision to be made by shareholders at the meeting.

In accordance with item I of Articles 30 and 31 of CVM Instruction No. 480/09, issuers must forward, via the IPE System, category "Assembly," type "EGM," "EGMSP" or "AGDEB," species "Convocation Notice," the convocation notices for extraordinary, special, and debenture holders' meetings, whose publications follow the mold of Article 124, paragraph 1, item II, of Law No. 6,404/76.

We remind you that Law No. 12,431/11 altered provisions of Law No. 6,404/74, which now provides in the sole paragraph of Article 121 that, in publicly-held companies, the shareholder may participate and vote remotely in a general meeting, in accordance with CVM regulation.

Although the aforementioned regulation has not yet been issued, it is worth noting that CVM has publicly stated that there is no impediment for companies to hold meetings where remote voting is used. To this end, it is recommended that companies ensure that the means chosen to confer remote voting: (a) are made available to all shareholders; (b) preserve the security of the votes, including allowing verification of the shareholder status of those casting votes; and (c) guarantee the possibility of subsequent verification of how each shareholder voted.

3.2.2. Management Proposal for EGM
a. Management Proposal – Category A
As provided in paragraph 3 of Article 135 of Law No. 6,404/76 and item II of Article 30 of CVM Instruction No. 480/09, the documents pertinent to the matter to be debated at the EGM must be made available to shareholders at the company's headquarters, upon publication of the first announcement of convocation of the general meeting.

For issuers registered in Category A, it is worth alerting that CVM Instruction No. 481/09 now disposes of the minimum documents and information that must be made available to shareholders whenever a general meeting is convened to deliberate on certain matters provided for in the Instruction. Such documents and information must be forwarded to CVM, via the IPE system (see item 8.3), by the date of publication of the first convocation announcement, unless Law No. 6,404/76, CVM Instruction No. 481/09, or another norm issued by CVM establishes a longer deadline.

Thus, upon the convocation of a general meeting, issuers registered in Category A must pay attention to the provisions of CVM Instruction No. 481/09, especially regarding what is provided in its Articles 8 to 21.

The forwarding of documents and information required in Articles 8 and 10 to 21 for issuers registered in Category A must be done, via the IPE System, in the manner specified below, upon publication of the first announcement of convocation of the general meeting:
a) information provided for in Article 8 of CVM Instruction No. 481/09, to be included in the management proposal and sent via category "Assembly," type "GA/EGM," "EGM" or "EGMSP," species "Management Proposal," subject "Matter of special interest to a related party"; b) information indicated in Article 10 of CVM Instruction No. 481/09, to be sent via category "Assembly," type "GA/EGM," "EGM," species "Management Proposal," subject "Election of members of the Boards of Directors and Audit Committee"; c) information provided for in Article 11 of CVM Instruction No. 481/09, to be included in the management proposal and sent via category "Assembly," type "GA/EGM," "EGM" or "EGMSP," species "Management Proposal," subject "Bylaws reform"; d) Information indicated in Article 12 of CVM Instruction No. 481/09 to be sent via category "Assembly," type "GA/EGM," "EGM," species "Management Proposal," subject "Remuneration of administrators and councilors"; e) information indicated in Article 13 of CVM Instruction No. 481/09, to be sent via category "Assembly," type "GA/EGM," "EGM," species "Management Proposal," subject "Share-based Remuneration Plan";

f) information indicated in Article 14 of CVM Instruction No. 481/09, to be sent via category "Assembly," type "GA/EGM," "EGM," species "Management Proposal," subject "Capital Increase," with the exception of the following:
(i) opinion of the Audit Committee on capital increase (Item 4 of Annex 14 of CVM Instruction No. 481/09), to be sent via category "Management Meeting," type "Audit Committee," species "Minutes," subject "Opinion on capital increase"; (ii) reports and studies that supported the fixing of the issuance price in a capital increase (Item 5, letter "k," of Annex 14 of CVM Instruction No. 481/09) to be sent via category "Economic-Financial Data," type "Valuation Report," subject "Report used in capital increase"; (iii) valuation report of assets (Item 5, letter "s," subitem "iii," of Annex 14 of CVM Instruction No. 481/09) to be sent via category "Economic-Financial Data," type "Valuation Report," subject "Asset valuation report." g) information indicated in Article 15 of CVM Instruction No. 481/09, to be sent via category "Assembly," type "GA/EGM" or "EGM," species "Management Proposal," subject "Issuance of debentures" or "Issuance of subscription warrants"; h) information indicated in Article 16 of CVM Instruction No. 481/09, to be sent via category "Assembly," type "GA/EGM," "EGM," species "Management Proposal," subject "Capital Reduction," with the exception of the Audit Committee Opinion on capital reduction (Item 3 of Annex 16 of CVM Instruction No. 481/09), to be sent via category "Management Meeting," type "Audit Committee," species "Minutes," subject "Opinion on capital reduction"; i) information indicated in Article 17 of CVM Instruction No. 481/09, to be sent via category "Assembly," type "GA/EGM," "EGM," "EGMSP," species "Management Proposal," subject "Creation of preferred shares or alteration in their preferences, advantages or conditions of redemption or amortization"; j) information indicated in Article 18 of CVM Instruction No. 481/09, to be sent via category "Assembly," type "GA/EGM," "EGM," species "Management Proposal," subject "Reduction of mandatory dividend"; k) information indicated in Article 19 of CVM Instruction No. 481/09, to be sent via category "Assembly," type "GA/EGM," "EGM," species "Management Proposal," subject "Acquisition of control of another company," with the exception of the studies and reports that supported the negotiation of the acquisition price of control (Item 13 of Annex 19 of CVM Instruction No. 481/09), to be sent via category "Economic-Financial Data," type "Valuation Report," subject "Report used in acquisition of control"; l) information indicated in Article 20 of CVM Instruction No. 481/09, to be sent via category "Assembly," type "GA/EGM," "EGM," species "Management Proposal," subject "Right of Withdrawal," highlighting that the reports that serve as the basis for the calculation provided for in item 9, letter "a," of Annex 20 of CVM Instruction No. 481/09 must be sent via category "Economic-Financial Data," type "Valuation Report," subject "Report based on net asset value at market prices or other criterion accepted by CVM"; and

m) information indicated in Article 21 of CVM Instruction No. 481/09, to be sent via category "Assembly," type "GA/EGM," "EGM," species "Management Proposal," subject "Choice of Appraisers."

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

It is worth noting that, even when the subjects included in the agenda of the EGM are not provided for in CVM Instruction No. 481/09, it is necessary to present a proposal with the information and documents necessary for shareholders to understand the matter to be deliberated at the meeting. This is because, as provided for in CVM Instruction No. 480/09, the information and documents provided to shareholders must be true, complete, and consistent, drafted in clear, objective, and concise language, and must not induce investors to error.

Moreover, in any case, the management proposal must not be limited to the enumeration of items to be submitted to assembly deliberation, as such a procedure would make it a mere repetition of information already contained in the Convocation Notice.

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

Whenever there is a need to resubmit the Management Proposal due to compliance with CVM requirements or spontaneously, the Company must indicate in the "Reason for Resubmission" field the fact motivating the resubmission. In the case of resubmission of the proposal to comply with a requirement formulated by CVM, reference must be made to the letter issued.

b. Management Proposal – Category B
As provided in paragraph 3 of Article 135 of Law No. 6,404/76 and item II of Article 31 of CVM Instruction No. 480/09, the documents pertinent to the matter to be debated at the EGM must be made available to shareholders at the company's headquarters, upon publication of the first announcement of convocation of the general meeting.

Thus, even though CVM Instruction No. 481/09 does not apply to issuers registered in Category B, these must send, on the same date of publication of the first announcement of convocation of the meeting, by virtue of the provision in paragraph 3 of Article 135 of Law No. 6,404/76 and item II of Article 31 of CVM Instruction No. 480/09, the documents and information necessary for the exercise of the right to vote at EGMs, including those that are expressly required by Law No. 6,404/76 or by Instructions issued by CVM.

The sending of documents and information necessary for the exercise of the right to vote must be done via the IPE System, category "Assembly," type "GA/EGM," "EGM" or "EGMSP," as applicable, species "Management Proposal," choosing relevant subjects according to the orientations provided in this letter (see item "a").

It is worth noting that, even in cases where the meeting is to deal with more than one subject, a single "Management Proposal" document containing the respective attachments must be forwarded, via the IPE System, mentioning, in the subject, the respective items of the agenda.

In any case, the management proposal must not be limited to the enumeration of items to be submitted to assembly deliberation, as such a procedure would make it a mere repetition of information already contained in the Convocation Notice.

The documents must contain the information necessary for the understanding of the matters to be discussed at the meeting. As provided for in CVM Instruction No. 480/09, the information and documents provided to shareholders must be true, complete, and consistent, drafted in clear, objective, and concise language, and must not induce investors to error.

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

3.2.3. Summary and Minutes of the EGM
Issuers registered in Categories A and B must mandatorily forward, in accordance with items III and IV of Articles 30 and 31 of CVM Instruction No. 480/09, the summaries of decisions, on the same day of the holding of the meeting, via the IPE System, category "Assembly," types "EGM," "EGMSP" or "AGDEB," species "Summary of Decisions," as well as the minutes of the meetings, within 7 (seven) business days of its holding, via the IPE System, category "Assembly," types "EGM," "EGMSP" or "AGDEB," species "Minutes."

In this sense, it is worth observing that the summary of decisions taken at the meeting (provided for in item III of Articles 30 and 31 of CVM Instruction No. 480/09) is not to be confused with the minutes of the EGM (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 the facts occurred.

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

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

In this sense, we highlight that the minutes of the EGM must be accompanied, in the same file, by any opinions and manifestations of dissenting votes, as well as by all documents referenced therein and related to the deliberations of the meeting, such as contracts.

Whenever possible, EGM minutes archived at CVM must also contain the attendance list, the exact quorum for installation, as well as the qualification of shareholders, discrimination of the quantity, species, and class of shares held by each one.

3.3. Projections
The disclosure of projections is information of a relevant nature, subject to the determinations of CVM Instruction No. 358/02, and the company's Disclosure Policy must contemplate the adoption of this practice.

CVM Instruction No. 480/09, in its Article 20, provides that the disclosure of projections and estimates is optional and determines that, when the issuer decides to disclose them, they must be:
a) included in the reference form; b) identified as hypothetical data that do not constitute a promise of performance; c) reasonable; and d) accompanied by relevant premises, parameters, and methodology adopted, and, if these are modified, the issuer must disclose, in the appropriate field of the Reference Form, that it made alterations to the relevant premises, parameters, and methodology of projections and estimates previously disclosed (paragraph 3).

As determined by paragraph 2 of Article 20 of CVM Instruction No. 480/09, 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 field "Commentary on the behavior of business projections" of Forms ITR and DFP (see items 2.3.3 and 2.3.4), the projections disclosed in the Reference Form with the results actually obtained in the quarter, indicating the reasons for any differences (paragraph 4 of Article 20 of CVM Instruction No. 480/09).

It is worth noting that whenever the premises of projections and estimates are provided by third parties, the sources must be indicated (paragraph 5 of Article 20 of CVM Instruction No. 480/09).

If the company uses calculated financial metrics, such as, for example, EBITDA - earnings before interest, taxes, depreciation, and amortization, it must present the reconciliation with the accounting items expressed directly in the financial statements, in accordance with CVM Instruction No. 527/12.

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

3.4. Shareholder Agreement
Without prejudice to the disclosure of a Relevant Fact regarding the celebration of shareholder agreements, in accordance with Article 2 of CVM Instruction No. 358/02, issuers registered in Category A must forward to CVM, via the IPE System:
a) Shareholder agreements and other corporate pacts archived at the issuer, within 7 (seven) business days counted from their archiving, category "Shareholder Agreement";

b) Information on shareholder agreements of which the controlling shareholder or controlled and affiliated companies of the controlling shareholder are parties, regarding the exercise of voting rights in the issuer or the transfer of the issuer's securities, containing, at minimum, date of signature, term of validity, parties, and description of provisions related to the issuer, category "Information on shareholder agreements provided for in Article 30, item XIX, of IN No. 480/09".

It is worth noting 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 CVM.

3.5. 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 manner of Article 265 of Law No. 6,404/76, groups of companies, obligating themselves to combine resources or efforts for the realization of their respective objects, or to participate in common activities or ventures, are obliged to send a copy of the convention to 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 of 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."

3.6. Bankruptcy Petitions and Sentences
Without prejudice to the disclosure of a Relevant Fact regarding the request or confession of bankruptcy, in accordance with Article 2 of CVM Instruction No. 358/02, issuers must present to CVM, via the IPE System, the following documents provided for in Article 30, items XXVI and XXVII, and in Article 31, items XVII and XVIII, of CVM Instruction No. 480/09, on the same day of their knowledge by the issuer:
a) bankruptcy petition, provided it is founded on a relevant value, via category "Bankruptcy Petitions"; b) sentence denying or granting the bankruptcy petition, via category "Bankruptcy Sentence," subjects "Sentence denying the bankruptcy petition" or "Sentence granting the bankruptcy petition," as applicable.

It is alerted that the decree of bankruptcy is one of the hypotheses for updating the Reference Form, in accordance with paragraphs 3 and 4 of Article 24 of CVM Instruction No. 480/09 (see item 2.3.2.b).

3.7. Petitions and Sentences Involving Judicial and Extrajudicial Reorganization
Without prejudice to the disclosure of a Relevant Fact regarding the request or decree of judicial or extrajudicial reorganization, in accordance with Article 2 of CVM Instruction No. 358/02, issuers must present to CVM, via the IPE System, the following documents provided for in Article 30, items XXI to XXV, and in Article 31, items XII to XVI, of CVM Instruction No. 480/09, within the indicated deadlines:

a) initial petition for judicial recovery, with all supporting documents, on the same day of filing in court, under the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Initial Petition"; b) judicial recovery plan, on the same day of filing in court, under the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Recovery Plan"; c) court decision denying or granting the judicial recovery request, with the indication, in the latter case, of the judicial administrator appointed by the judge, on the same day of its knowledge by the issuer, under the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Decisions"; d) request for homologation of the extrajudicial recovery plan, with the accounting statements prepared specifically to support the request, on the same day of filing in court, under the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Request for homologation of extrajudicial recovery plan"; e) court decision denying or granting the homologation of the extrajudicial recovery plan, on the same day of its knowledge by the issuer, under the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Decisions".

It is alerted that the decree of judicial recovery and the judicial homologation of extrajudicial recovery are hypotheses for updating the Reference Form, in accordance with paragraphs 3 and 4 of article 24 of CVM Instruction No. 480/09 (see item 2.3.2.b).

3.8. Transactions by directors and related parties with securities issued by the company

As provided 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 advisory functions, created by statutory provision, are obliged to communicate to the public company (Investor Relations Director) the quantity, characteristics, and manner of acquisition of the securities issued by it and by controlled or controlling companies, or referenced to them, which they hold:
a) within 5 (five) days after the completion of each transaction; b) on the first business day after assuming office; and c) when presenting the documentation for the registration of the company as a public company.

As set forth in paragraph 2 of article 11, the natural persons mentioned in that article shall 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.

To avoid duplication, when the same person is a member of the board of directors and the executive board, the securities held by them must be disclosed exclusively in the total amount of securities held by members of the board of directors.

If the company presents information regarding the securities traded and held by controlling shareholders, only the positions of controlling shareholders who are not administrators (members of the board of directors, executive board, fiscal council, and technical or advisory bodies) should be reported, given that the positions of controllers who are administrators will be reported according to their executive function (board of directors, executive board, fiscal council, and technical or advisory bodies).

The Investor Relations Director must send, in accordance with paragraph 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 holdings occurred or in which the assumption of office of the persons mentioned took place.

Such information must be sent via the IPE System, category "Securities Traded and Held (article 11 of CVM Instr. No. 358)", type "Consolidated Position" and "Individual Position", highlighting that the form templates for completion are available on the CVM website, under the link "Document Submission", "XML File Standards and others".

With the objective of having complete and reliable information, it is requested that Companies voluntarily send 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 filled in with the information that, during that period, there were no transactions with securities of the company, its controlled, controlling, or affiliated companies, repeating the initial balance values in the final balance.

It should be emphasized that this rule aims at the disclosure of 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 persons mentioned must be reported to the investor relations director and will result in the obligation to send 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 is verified, regardless of modification of the final balance.

The information must be sent in only two files, one of which must contain the forms of the individual positions held by each administrator or related party, and the other, the consolidated position of each body (executive board, board of directors, fiscal council, and technical or advisory bodies), with only the consolidated positions being available to the external public in the IPE System.

In the "Day" field of each form, the date of the purchase or sale operation (and not the date of physical or financial settlement of the operation) must be informed.

3.9. Relevant Shareholding

By virtue of article 12 of CVM Instruction No. 358/02, any natural or legal person, or group of persons, acting in concert or representing the same interest, who acquires or alienates a relevant participation in shares or class of shares representing the share capital of a public company, is obliged to, immediately after the transaction, 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 with respect to the class or species of shares, in order to qualify the participation, allowing the identification of rights attributed to it.

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

a) applies to both 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 integrated into the distribution system in Brazil and abroad; and b) extends to transactions carried out directly or indirectly by the persons referred to in article 12 of the aforementioned norm, whether such transactions take place through a controlled company or through third parties with whom a trust or portfolio management or share administration 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, as provided in the sole paragraph of article 20 of CVM Instruction No. 358/02.

3.9.1. Recipient of the Obligation

In accordance with article 12 of CVM Instruction No. 358/02, it is incumbent upon the acquirer or alienator of relevant participation to send a notice to the public company, reporting the transaction (see items 3.9.6 and 3.9.7).

As provided in this article, the increase or reduction in relevant participation can occur both 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, the aforementioned obligation to inform extends to transactions carried out indirectly through "third parties with whom a trust or portfolio management or share administration contract is maintained", except, in accordance with the sole paragraph of the device, for transactions carried out by funds under discretionary management.

It is extracted from article 12 combined with article 20 of the Instruction that the obligation to forward the information to the public company belongs to the investor, whether natural or legal person, as they, in the capacity of owner, will appear in the custody register of the shares and other securities of the public company.

Even in cases where operations are carried out through third-party contractors, 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 this Circular (see items 3.9.5 and 3.9.8).

3.9.2. Object of Relevant Participation

a. Shares
According to the caput of article 12, the focus of the disclosure obligation is the direct and indirect shareholdings held in the share capital of the public company.

b. Debentures convertible into shares, Subscription Warrants, Rights to subscribe for shares, Share Purchase Options, and others As can be seen from the combined reading of the caput with paragraphs 1, 2, and 3 of article 12 of CVM Instruction No. 358/02, relevant participation also refers to any rights over shares and other securities mentioned in the same article. To this end, debentures convertible into shares, subscription warrants, rights to subscribe for shares, share purchase options, and any other securities representative or convertible into shares, or any contracts that may result in the exercise of rights based on shares issued by a public company, must be considered. Thus, financial derivative instruments that have physical settlement in shares issued by a public company are covered by these provisions. In the case of financial derivative instruments that provide exclusively for financial settlement, the disclosure of the execution of such instruments is still recommended.

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 public 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 in article 21 of CVM Instruction No. 358/02, which imposes the rules of the aforementioned 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 previous paragraphs, the acquisitions, movements, and alienations subject to reporting in a notice to the market are those corresponding to 5% or more of the class or species of share of the issuer represented by means of these titles.

d. Share Lending
It should be noted that an investor or group of investors who reaches, even through ownership of shares acquired by lending, a participation corresponding to 5% (five percent) or more of the species or class of shares representing the capital of a public company, must proceed with the disclosure of the declaration provided for in article 12 of CVM Instruction No. 358/02. Similarly, the shares subject to lending must be considered in the calculation of the increase or reduction in relevant participation for the purposes of the caput 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 discriminate the portion of the shares held by the declaring investor that was acquired or alienated through share lending. The obligation to communicate relevant participation partially or entirely composed of shares taken by lending is applicable regardless of the purpose to which these operations are proposed.

e. Indirect Participation
The indirect participation referred to in CVM Instruction No. 358/02 refers to that held through a vehicle that is under the control or decisive influence of the investor, as illustrated by the examples below:
a) company controlled, directly or indirectly, by the investor; b) exclusive investment fund, whose only unitholder is the investor; c) investment fund or portfolio where the administrator's decisions can be influenced by the investor; d) person with whom the investor maintains a trust contract.
In examples "b", "c", and "d", according to the rules mentioned in this Circular (see item 3.9.1), it is the investor who must proceed with the disclosure of the Declaration provided for in article 12 of CVM Instruction No. 358/02, given the set of shares held by them directly and indirectly.
In cases where indirect participation occurs through other companies, as in example "a" above, the indirect participation should only be taken into consideration, for the purposes of compliance with article 12 of Instruction 358, in cases where the relevant participation is reached, increased, or reduced by a group of persons, acting in concert or representing the same interest (see item 3.9.4). Thus, if an investor X does not hold any other direct or indirect share participation, but is a controlling shareholder of company Y, which in turn reaches a participation corresponding to 5% of the ordinary or preferred shares of the public company, it is company Y that must proceed with the disclosure of the Declaration provided for in article 12 of CVM Instruction No. 358/02, and investor X is not obliged to make another Declaration to disclose their indirect participation in the capital of the public company. On the other hand, if investor X holds direct participation in the public company and is also a controlling shareholder of company Y, which also holds participation in the public company, it is investor X who must proceed with the disclosure of the Declaration provided for in article 12 of CVM Instruction No. 358/02, if the sum of these participations reaches 5% or more of the ordinary or preferred shares of the public company. As already commented, note that indirect transactions are not considered those carried out by investment funds of which the persons mentioned in article 12 are unitholders, provided that such funds are not exclusive, nor can the administrator's trading decisions be influenced by the unitholders.

3.9.3. Calculation of the increase or reduction in relevant participation

Regarding the increase in share participation, the aforementioned Instruction determined the disclosure of a declaration on two occasions: (i) when the total direct and indirect participation reaches 5% or more of the species or class of shares representing the capital of a public company, that is, increases, passing the 5% mark (article 12, caput); (ii) each time the said participation of the holder of 5% or more of the species or class of shares representing the capital of a public company increases by 5% of the total of the species or class of shares, that is, suffers a positive variation of 5% (article 12, paragraph 1). To illustrate the incidence of the situations mentioned, suppose that a holder of 4% (four percent) of a species of shares of a public company acquires another 2% (two percent) of the same species, totaling 6% (six percent) share participation. In this case, by virtue of the caput of article 12 of CVM Instruction No. 358/02, such an operation will entail the disclosure of an acquisition declaration, insofar as it passed the 5% (five percent) share participation mark. If the investor increases this participation from 6% (six percent), acquiring, in a first moment, 4% (four percent) of the same species, and, in a second moment, 2% (two percent) of the same species, totaling a participation of 12% (twelve percent), only the obligation to disclose a new declaration of relevant participation will materialize, from the second acquisition, since, in accordance with paragraph 1 of article 12 of CVM Instruction No. 358/02, it was the moment when a positive variation of 5% (five percent) was verified. Regarding decreases in share participation, CVM Instruction No. 358/02 prescribed the obligation to disclose a declaration on two occasions: (i) when the total direct and indirect participation of the holder of 5% or more of the species or class of shares representing the capital of a public company reaches the percentage of 5% of the total of this species or class, that is, decreases, passing the 5% mark (article 12, paragraph 4, first part); (ii) each time the said participation of the holder of 5% or more of the species or class of shares representing the capital of a public company is reduced by 5% of the total of the species or class, that is, suffers a negative variation of 5% (article 12, paragraph 4, in fine). By way of example, it is noted that the same investor mentioned above, holder of 12% (twelve percent) of the total of a species of shares of a public company, who alienates 5% (five percent) of their participation, moving 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 demanded in the event that the same investor, holder of 7% (seven percent) of a species of shares of a public company, alienates, at least, 2% (two percent) of
their share participation, reaching the mark of 5% (five percent) of the total of shares of this species, as provided in the first part of article 12 of CVM Instruction No. 358/02. It is alerted that the variation in share participation is not exclusively linked to a single operation, being also assessed cumulatively, and referring to the acquisition, alienation, or extinction of shares and rights over shares both in the onerous modality (purchase and sale, swap, and lending) and gratuitous (donation).

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

The obligation to communicate the variation in relevant share participation covers not only individual investors, but also the group of persons acting in concert or representing the same interest. With the objective of facilitating the understanding of the concept covered by the expression "representing the same interest", the following are exemplary hypotheses of linkage between shareholders:
a) link due to kinship, contract, or shareholders' agreement that provides for voting rights; b) two or more companies that are under common control; c) company and its direct or indirect controller; d) exclusive fund and its only unitholder; and e) cases where there is common discretionary management of resources.
Considering the concept of indirect participation (see item 3.9.2.e) and except as provided in the following paragraph, if the relevant share participation has been reached by a set of investors acting in concert or representing the same interest, the Declaration must discriminate them, one by one, with indication of their respective participations, even if none of these investors holds or moves the percentage of 5% (five percent) individually. It must also identify investors with indirect participation in the share capital of the public company and indicate the total participation held, directly and indirectly, by them. If the relevant participation is reached by a set of investors under common discretionary management, the declaration to be provided by the administrator must identify the manager and indicate the total share participation held, jointly, by the funds and portfolios under their management. It is not mandatory to discriminate the funds or portfolios and their respective share participations, according to a Decision of the CVM Collegiate Body, in an extraordinary meeting held on 11/03/2011. It is worth clarifying that, in accordance with the same Decision, in the case of a relevant participation being reached in isolation by a certain fund or portfolio under discretionary management, the Declaration must identify the manager and the total share participation held, jointly, by all funds or portfolios under their management, and it is not mandatory to reveal the fund holding the relevant participation.

3.9.5. Responsibility of the administrator or manager

By virtue of the sole paragraph of article 14 of CVM Instruction No. 306, the administrator of a securities portfolio must guarantee, through adequate internal control mechanisms, the permanent compliance with the norms and regulations in force, 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 omission of the investor regarding compliance with what is determined in 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 the provision of such information, based on article 14 of

Instrução CVM nº 306/99, when: (i) representing the same interest of its clients, being directly and exclusively responsible for the operation; (ii) having unequivocal knowledge regarding the effective possibility of reaching a relevant shareholding; and (iii) being able to exercise discretion over the political rights of shares of a company acquired for its clients.

3.9.6. Timing and form of disclosure

In accordance with article 12 of CVM Instruction nº 358/02, the communication of an increase or reduction in relevant shareholding must be made immediately after the relevant shareholding referred to therein is reached. As a general rule, to observe the deadline established in the aforementioned article, disclosure in the case of acquisition of shares on a stock exchange and in the over-the-counter market must occur by the beginning of the trading session following the physical settlement of the operation, without prejudice to the provisions of article 3 of the same instruction, in cases where the increase in shareholding constitutes a Relevant Fact (see item 3.9.6).

In cases where contracts are entered into that may result in the exercise of rights based on shares that, considering the shareholding already held by the investor, would represent a relevant percentage of the type or class of shares issued by an open company, disclosure must occur on the day the contract is signed.

The communication of relevant shareholding in debentures convertible into shares, subscription warrants, other rights to subscribe for shares, and options to purchase 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, upon their disposal or non-exercise.

As a general rule, an increase in shareholding of more than 5% does not need to be disclosed in the press.

Only in cases where the acquisition results from or has been carried out with the objective of altering the composition of control or the administrative structure of the company, as well as in cases where the acquisition generates the obligation to make 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, in accordance with article 12, paragraph 4, of the aforementioned regulation, must inform of the divestment or extinction of their shares issued by an open company by sending a "Declaration of Divestment of Relevant Shareholding" to the Company.

"Acquisition of Relevant Shareholding Declarations" and "Divestment of Relevant Shareholding Declarations" must be sent to the Investor Relations Director of the open company.

Once received by the Company, the Investor Relations Director must forward the declarations via the IPE System, category "Market Communication", type "Acquisition/Divestment of Shareholding (article 12 of CVM Instruction nº 358)" and species "Declaration of divestment of relevant shareholding – article 12, paragraph 4, of CVM Instruction nº 358/02" or "Declaration of acquisition of relevant shareholding – article 12 of CVM Instruction nº 358/02". In the case of declarations that have been published, pursuant to paragraph 5 of article 12 or spontaneously, the dates and newspapers in which the publication was effected must be informed.

The IRD must also 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 article 24 of CVM Instruction nº 480/09.

3.9.7. Content of the declaration of increase and reduction of shareholding

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:
a) name and qualification of the acquirer, indicating the registration number in the National Registry of Legal Entities or the National Registry of Individuals; b) objective of the shareholding and quantity targeted, containing, if applicable, a declaration by the acquirer that its purchases do not aim to alter the composition of control or the administrative structure of the company; c) number of shares, subscription warrants, as well as rights to subscribe for shares and options to purchase shares, by type and class, already held, directly or indirectly, by the acquirer or a person linked to them; d) number of debentures convertible into shares, already held, directly or indirectly, by the acquirer or a person linked to them, specifying the quantity of shares subject to possible conversion, by type and class; and e) indication of any agreement or contract regulating the exercise of voting rights or the purchase and sale of securities issued by the company.

It should be noted that, in the case of funds and managed portfolios, the information provided in letter "a" above must refer to the manager, as guided in this circular (see item 3.9.4).

The communication must also include the identification of the vehicles that led to the relevant acquisition (see item 3.9.2.e).

Regarding the objective of the shareholding provided for in letter "b" above, if applicable, the acquirer must inform that it is an operation carried out with the objective of hedging obligations assumed by them in derivative contracts.

Finally, it is recommended that, in communications regarding divestment or extinction of relevant shareholdings, the information provided in letters "a", "c", "d" and "e" above be included.

3.9.8. Disclosure of declaration by non-resident investor

In accordance with 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 divestment of relevant shareholding, by sending 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, respecting their respective competencies, the occurrence of any irregularity of which they have knowledge".

In cases where the non-resident investor omits compliance with what is determined in 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.

3.10. Trading Policy

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

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

In the event that issuers opt for the preparation of a trading policy, the requirements provided for in article 15 of CVM Instruction nº 358/02 must be fully observed. Thus, the policy cannot be approved or altered pending a relevant act or fact not yet disclosed, and must necessarily:
a) have the express adherence of the controlling shareholders of the issuer, 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, who wish to benefit from this policy and who must observe it strictly; b) include the prohibition of trading, at least, in the 15 (fifteen) day period prior to the disclosure of the issuer's quarterly (ITR) and annual (DFP) information; and c) adopt procedures that ensure that under no circumstances will the issuer trade its own shares during the prohibition periods established in CVM Instruction nº 358/02 and in the trading policy itself.

Issuers registered in category A that have this policy must forward it via the IPE System, category "Trading Policy of the company's shares", as provided for in article 30, item XI, of CVM Instruction nº 480/09.

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

If the issuer opts to prepare the trading policy and the disclosure policy as a single document, it must forward it via the IPE System, both through the category "Trading Policy of the company's shares" and through the category "Disclosure Policy of Relevant Act or Fact".

3.11. Disclosure Policy

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

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, to have the duty to adopt the disclosure policy.

Issuers must forward the Disclosure Policy to the CVM, via the IPE System, category "Disclosure Policy of Relevant Act or Fact", as provided for in article 30, item XII (for issuers registered in category A), and in article 31, item VII (for issuers registered in category B), both of CVM Instruction nº 480/09.

3.12. Bylaws

In accordance with CVM Instruction nº 480/09, issuers registered in category A are obligated, pursuant to item XIII of article 30 of the aforementioned Instruction, to present the consolidated bylaws, within 7 (seven) business days counted from the date of the assembly that deliberated the alteration. The submission must be made via the IPE System, in the category "Bylaws".

Although there is no regulatory obligation to send the consolidated bylaws for issuers registered in category B, it is recommended that they be forwarded in the manner described above, since such a document is mandatory presented at the time of the request for registration as a securities issuer in category A or in category B.

3.13. Meetings of the Board of Directors and the Fiscal Council

CVM Instruction nº 480/09 determines, in items V and VI of article 30, that issuers registered in category A must forward, via the IPE System, the following information, within the indicated deadlines:
a) minutes of board of directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, within 7 (seven) business days counted from their holding, via the category "Administration Meeting", type "Board of Directors", species "Minutes"; b) 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, via the category "Administration Meeting", type "Fiscal Council", species "Minutes".

It should be noted that issuers registered in category B are obligated to forward only, via the IPE System, in the manner described above, excerpts 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.

For issuers whose securities are admitted to trading in organized markets, it is recommended that the rules established by the entities administering such markets regarding the deadline for providing information on Board of Directors deliberations that impact the rights and the manner of trading of the securities they issue are also observed.

Due to the provision contained in article 14 of CVM Instruction nº 480/09 which determines that "the issuer must disclose true, complete, consistent information that does not mislead the investor", the content of the minutes of administration meetings must inform the reasons that led to any dissenting vote, as well as must contain any individual manifestations that have been presented by its members, in cases where such information may influence the investor's decision.

Finally, although minutes relating to board of directors meetings have not been included in the Instruction among the eventual information of mandatory presentation, their voluntary forwarding is recommended.

3.14. Communication of auditor change

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

Such communication must be sent to the CVM, by the Company's IRD, via the IPE System, category "Market Communication", type "Change of auditor (article 28, CVM Instruction nº 308/99)".

It should be highlighted 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 resubmit the Registration Form with the updated data of the independent auditor within 7 (seven) business days counted from the effective substitution, in accordance with article 23 of CVM Instruction nº 480/09.

Chapter 4. Common Guidelines for Periodic and Eventual Information

4.1. CVM and BM&FBOVESPA Cooperation Agreement

On 12/13/2011, in order to avoid overlapping efforts, the CVM and BM&FBOVESPA S.A. - Stock, Commodity and Futures Exchange signed an agreement establishing mechanisms for cooperation and organization of the supervision activities exercised by the CVM and by this exchange, within their competencies, regarding the monitoring of the disclosure of information provision to the market by issuers with securities traded on the exchange.

As provided for in the agreement, the SEP and the Issuer Regulation Directorate of the Exchange (DRE) also signed, on 12/13/2011, a Work Plan, establishing the information and documents whose disclosure will be supervised by BM&FBOVESPA and how the SEP's action in support of the exchange will take place, whether by exercising consultative and training activities, or by acting with the companies, in cases where the exchange's requests are not met.

Thus, we draw the attention of issuers with securities traded on BM&FBOVESPA to the need to comply with the requests that may be issued by the exchange based on the aforementioned agreement.

The full version of the agreement can be consulted on the CVM's website (www.cvm.gov.br), on the "Legislation and Regulation" link.

4.2. General Guidelines

The forwarding of periodic and eventual information provided for in CVM Instruction nº 480/09, CVM Instruction nº 481/09, article 28 of CVM Instruction nº 308/02, and CVM Instruction nº 358/02 must be done as follows:
a) FORMULÁRIO Cadastral, Formulário de Referência, Formulários DFP and ITR and Informe Trimestral de Securitizadora – via Empresas.Net System (see item 8.1); b) other periodic information and eventual information – via IPE System (see item 8.3).

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

For information whose delivery deadline is not stipulated in CVM Instruction nº 480/09 in business days, it is worth informing that, coinciding with Saturday, Sunday, or national holiday, the final date for the presentation of periodic and eventual information will be the following business day, as established by article 66 of Law nº 9.784/99.

The issuer that fails to comply with the obligations of delivering periodic information provided for in CVM Instruction nº 480/09 will be subject to a daily coercive fine (see item 1.5.1), according to the values related in article 58 of the aforementioned Instruction, without prejudice to the assessment of eventual responsibilities of the administrators for non-compliance with the deadlines (and, when applicable, the receiver, the trustee, the judicial administrator, the judicial manager, or the liquidator), in accordance with articles 9, item V, and 11 of Law nº 6.385/76.

Furthermore, it is emphasized that it constitutes a serious offense, for the purposes provided for in paragraph 3 of article 11 of Law nº 6.385/76, the transgression of the provisions of CVM Instruction nº 358/02, as provided for in its article 18, as well as the disclosure to the market or delivery to the CVM of false, incomplete, or imprecise information that misleads the investor and the repeated non-observance of the deadlines fixed for the presentation of eventual information provided for in CVM Instruction nº 480/09, in accordance with its article 60.

Without prejudice to the provisions of the two preceding paragraphs, it is finally highlighted that the company must keep the market informed about any difficulty in meeting the deadlines provided for the presentation of periodic and eventual information.

4.3. Obligation to maintain a page on the worldwide web

CVM Instruction nº 480/09 determines, in its article 13, that the issuer must send to the CVM and to the entities administering the markets in which its securities are admitted to trading the periodic and eventual information, according to content, form, and deadlines established in Chapter III of the Instruction, which provides, among other things, for the obligation of sending via an electronic system available on the CVM's page on the worldwide web.

In addition, the periodic and eventual information provided for in the Instruction must also be placed and made 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 also place and maintain the information disclosed by them on their page on the worldwide web for 3 (three) years, counted from the date of disclosure.

It is worth noting that this archiving rule refers to all periodic and eventual information provided for in legislation and regulation issued by the CVM, not limited only to those listed in article 30 of CVM Instruction nº 480/09. Thus, there is a need to archive communications provided for in CVM Instruction nº 358/02, such as, for example, those regulated in articles 11 and 12 of this Instruction.

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

4.4. Confidentiality Request

In accordance with article 56 of CVM Instruction nº 480/09, the SEP may request the sending of additional information and documents beyond those required by this Instruction or ask for clarification on information and documents sent, via communication sent to the issuer, granting them a deadline to comply with the request. Such information and documents will be considered public by the SEP, as provided for in paragraph 2 of article 56 of Law nº 480/11.

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 their disclosure to the public would place the issuer's legitimate interest at risk.

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, and the word "confidential" must appear 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 an atypical fluctuation in the quotation, price, or quantity traded of the issuer's securities.

It is worth noting that CVM Instruction nº 480/09 provides that the SEP may, in any way, determine that the issuer disclose the information or document, if it understands that the information and documents subject to the request are relevant or that in some way differ from what was previously disclosed by the issuer.

It is worth remembering, furthermore, that in accordance with article 7 of CVM Instruction nº 358/02, the CVM, at the request of the administrators, any shareholder, or on its own initiative, may decide on the provision of information that has failed to be disclosed, in the form of the caput of article 6 of the same Instruction.

Such a request must be directed to the President of the CVM in a sealed envelope, in which the word "Confidential" must appear, in accordance with paragraph 1 of the cited article.

4.5. Documents in Foreign Languages

By analogy to the provisions of Article 22, paragraph 1, of Law No. 9,784/99 and observing the interpretation given to Article 13 of the Federal Constitution combined with Article 224 of the Brazilian Civil Code, all documents drafted in a foreign language to have legal effect in the country must be translated into Portuguese, the official language of Brazil. Therefore, all information and documents presented through the IPE and Empresas.Net systems must be translated into Portuguese.

In this regard, documents provided to foreign exchanges that, in accordance with Article 2 of CVM Instruction No. 248/96, must be disclosed by the issuer, may, if necessary, exceptionally be filed in a foreign language. The issuer must arrange for the subsequent filing of the translated version of the document in the shortest possible time.

Chapter 5. Special Rules on Issuers

5.1. Issuers with Large Exposure to the Market

In accordance with Article 34 of CVM Instruction No. 480/09, issuers with large exposure to the market are those that cumulatively meet the following requirements:

a) have shares traded on an exchange for at least 3 (three) years; b) have timely fulfilled their periodic obligations in the last 12 (twelve) months; and c) the market value of their outstanding shares 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 of distribution of securities.

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

a) a declaration that the issuer meets the requirements indicated above; and b) a calculation memo made by the issuer to verify the market value of the outstanding shares.

It should be noted that the procedure for analyzing registration requests for public offering of distribution of securities for such issuers, regulated in Articles 6-A and 6-B of CVM Instruction No. 400/03, amended by CVM Instruction No. 482/10, is carried out with greater speed.

5.2. Issuers in Special Situations

5.2.1. Issuers in Extrajudicial Reorganization

In addition to the periodic and occasional information provided for in CVM Instruction No. 480/09 for issuers in a "normal" situation, issuers in extrajudicial reorganization must send reports on compliance with the payment schedule and other obligations established in the extrajudicial reorganization plan to the CVM, with a frequency not exceeding 90 (ninety) days, as provided in Article 35 of the Instruction. These reports must be sent via the IPE System, category "Information on companies in judicial or extrajudicial reorganization", type "Compliance Report with the Plan".

It is alerted that paragraph 3 of Article 44 of CVM Instruction No. 480/09 provides that whenever an issuer in a special situation has its administrators replaced by a liquidator, judicial administrator, judicial manager, intervener, 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 should be emphasized that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, particularly regarding the change in the company's situation and its responsible person, by sending the Registration Form, within 7 (seven) business days from the event that caused the alteration, in accordance with Article 23 of CVM Instruction No. 480/09. It should be noted that the responsible person's data must also be updated via the IPE System (see items 2.3.1, 8.2, and 8.3).

5.2.2. Issuers in Judicial Reorganization

Article 36 of CVM Instruction No. 480/09 only exempts issuers in judicial reorganization from submitting the Reference Form, and this exemption remains in effect until the submission of the detailed report to the court at the end of the reorganization process.

Thus, these issuers must send, 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 specified deadlines:

a) monthly financial statements accompanied by the judicial administrator's report, in the category "Information on Companies in Judicial or Extrajudicial Reorganization", type "Monthly Financial Statements"; b) reorganization plan (see item 3.7); c) declaration of bankruptcy during the process (see item 3.6); and d) detailed report presented by the judicial administrator at the end of the reorganization, in the category "Information on Companies in Judicial or Extrajudicial Reorganization", type "Detailed Report".

5.2.3. Issuers in Bankruptcy

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

Therefore, these issuers must send 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 specified deadlines:

a) report on the causes and circumstances that led to the situation of bankruptcy, in the category "Information on Companies in Bankruptcy", type "Causes and circumstances of bankruptcy"; b) administrative financial statements, in the category "Information on Companies in Bankruptcy", type "Administrative financial statements"; c) any other accounting information presented to the judge in the bankruptcy process, in the category "Information on Companies in Bankruptcy", type "Other accounting information"; d) accounts presented at the end of the bankruptcy process, in the category "Information on Companies in Bankruptcy", type "Accounts presented at the end of the bankruptcy process"; e) final report on the bankruptcy process, in the category "Information on Companies in Bankruptcy", type "Final report"; and f) sentence closing the bankruptcy process, in the category "Information on Companies in Bankruptcy", type "Closing sentence".

5.2.4. Issuers in Liquidation

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

Therefore, these issuers must send 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 specified deadlines:

a) act of appointment, dismissal, or substitution of the liquidator, in the category "Information on Companies in Liquidation", types "Appointment of liquidator", "Dismissal of liquidator" or "Substitution of liquidator", as appropriate; b) general list of creditors prepared by the liquidator, in the category "Information on Companies in Liquidation", type "General list of creditors"; c) definitive general list of creditors, in the category "Information on Companies in Liquidation", type "Definitive general list of creditors"; d) final report and balance sheet of the liquidation, in the category "Information on Companies in Liquidation", type "Final report and balance sheet of the liquidation"; e) other reports, opinions, and accounting information, in the category "Information on Companies in Liquidation", type "Other reports, opinions, and accounting information"; and f) act of closing the liquidation, in the category "Information on Companies in Liquidation", type "Act of closing the liquidation".

Chapter 6. Relevant Corporate Events and Other Guidelines

6.1. Common Guidelines for Ordinary and Extraordinary General Assemblies

6.1.1. Shareholder Representation at Assembly

Paragraph 1 of Article 126 of Law No. 6,404/76 establishes that a shareholder may be represented at an assembly by a proxy appointed for less than 1 (one) year, who is a shareholder, administrator of the company, or lawyer. In the case of a public company, the proxy may also be a financial institution, with the investment fund manager 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 assembly.

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

Thus, the impediment of participation in an assembly by a shareholder's representative who has failed to adopt the procedure of prior delivery of the proxy 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 also emphasized that, in a meeting held on 06/24/2008 (available on the CVM website), the CVM Collegiate Body issued an understanding that, although Law No. 6,404/76 conditions the representation of shareholders on the presentation of a proxy, neither the Civil Code nor the Corporation Law require the notarization or consularization of proxies. Thus, the company may always, at its discretion, waive the notarization and consularization of proxy instruments granted by shareholders to their representatives.

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

6.1.2. Public Requests for Proxy

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

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

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

Proxy requests that do not fit into any of the above scenarios will be considered private requests, not subject to the procedures provided for in the said instruction.

It is emphasized that investment funds whose decisions on the exercise of voting rights at assemblies are taken discretely by the same manager are considered as a single shareholder, in accordance with CVM Instruction No. 481/09.

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

A copy of the draft proxy 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 sent 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 appropriate, species "Material regarding public proxy requests".

For this obligation to be fulfilled, interested shareholders must send 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 (Article 26, paragraph 1, of the same Instruction).

In line with the provisions of Law No. 6,404/76, CVM Instruction No. 481/09 determines that proxies subject to public request must:

a) indicate a proxy to vote in favor, a proxy to abstain, and another proxy to vote against each of the proposals subject to the request; b) expressly indicate how the proxy must vote regarding each of the proposals or, if applicable, if they should abstain regarding such proposals; and c) be restricted to a single assembly.

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

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

In this sense, the rule stipulates that proxies subject to public requests promoted by the administration regarding the election of administrators and members of the fiscal council must allow the shareholder to vote both in the candidates indicated by the administration and in candidates indicated by shareholders representing at least 0.5% (half a percent) of the share capital.

Shareholders representing at least 0.5% (half a percent) of the share capital of the public company may also obtain a list containing the addresses of all other shareholders of the company, free of charge (see item 6.1.3).

Regarding the charges 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 formulated by shareholders representing at least 0.5% (half a percent) of the share capital, the rule provides that only expenses resulting from the following will be reimbursable:

a) publication of up to 3 (three) announcements in the same newspaper in which the company publishes its financial statements; and b) printing and sending of proxy requests to the company's shareholders.

If the proposal supported by the shareholders is approved or if at least one of the candidates supported by them is elected, the company must bear the total value of the reimbursable expenses incurred. On the other hand, if the shareholders' proposal is not accepted or the candidates supported by them are not elected, the company will be obliged to reimburse only 50% (fifty percent) of the reimbursable expenses.

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

It is emphasized that the company that accepts electronic proxies via a system on the worldwide computer network will not be obliged to reimburse shareholders for expenses incurred with the carrying out of public proxy requests for the exercise of voting rights (see Collegiate Body decision of 06/24/2008, commented on in item 6.1.1).

6.1.3. Request for Shareholder Address List (Article 126, Paragraph 3, of Law No. 6,404/76)

The purpose of access to the address list of Article 126, Paragraph 3, is to allow the representation of shareholders by proxy at assemblies, regardless of prior request for proxy by the company itself, increasing the possibilities of organization of non-controlling shareholders, aiming at the exercise of voting rights. If a shareholder wishes to obtain the addresses of other shareholders for any other purpose than contacting them to represent them at assemblies, using proxies, Article 126 cannot be invoked.

The express reference of Paragraph 3 of Article 126 to Paragraph 1 of the same article, combined with the fact that the matter is regulated in the article that provides for representation at assemblies, leaves no doubt as to the need for a convened assembly, or one imminent to be convened, for the rule of Paragraph 3 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 formulated by shareholders holding 0.5% (half a percent) or more of the share capital of the public company, based on Article 126, Paragraph 3, of Law No. 6,404/76, must be attended to by the company within a maximum of 3 (three) business days. The company is prohibited from: (a) requiring any other justifications for the request; (b) charging for the provision of the shareholder list; or (c) conditioning the approval of the request to the fulfillment of any formalities or the presentation of any documents not provided for in Paragraph 2 of Article 126, namely: (i) contain all the informative elements necessary for the exercise of the requested vote; (ii) allow the shareholder to exercise a vote contrary to the decision by indicating another proxy for the exercise of this vote; and (iii) be directed to all holders of shares whose addresses are listed by the company.

Also 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 one.

6.1.4. Installation of the Fiscal Council and election of its members

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

Article 240 of Law No. 6,404/76 also ensures that the functioning of the fiscal council will be permanent in mixed-economy companies and that one of its members, and respective alternate, will be elected by minority ordinary shares and another by preferred shares, if any.

In interpreting article 161, paragraph 4, letter "a", of Law No. 6,404/76, the CVM stated, through CVM Orientation Opinion No. 19/90, that in order for the right attributed by law to preferred shareholders not to become merely nominal, it must be understood that, in the separate vote of these shareholders for the election of their representative on the Fiscal Council, controlling shareholders may not participate, even if they also hold preferred shares. Such participation, if admitted, would result in an effective restriction of the essential right to supervise and in non-equitable representation of interests, often contrary, which the law sought to protect.

In this sense, the understanding of the SEP, in consonance with the provisions of Orientation Opinion No. 19/90, is that, in the election processes for the fiscal council provided for in article 161, paragraph 4, letter "a", and in article 240 of Law No. 6,404/76, no shareholders who do not fall within the concept of minority that the law sought to protect should participate; that is, in addition to controllers, persons linked to them also should not participate.

It is worth noting that the CVM Board has confirmed, on more than one occasion, in sanctioning proceedings, that entities over which the company's controller has a determining influence cannot participate in the separate election of members of the fiscal council provided for in article 161, paragraph 4, of Law No. 6,404/76, whether in the seat for preferred shareholders or in the seat for minorities.

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

Thus, as already stated in the vote of Relator-President Marcelo Trindade in PAS CVM No. 07/05 (available on the CVM website), the impediment to vote extends to complementary pension entities sponsored by the open company or by its holding companies when, cumulatively:

a) the indication of the majority of its administrators falls to the sponsor or its controller, including when the tie-breaking vote falls to the representative of the sponsor or its controller; and

b) no mechanism has been adopted that ensures that the deliberation for the choice of counselors to be elected by minority shareholders was taken with the majority participation of administrators elected by participants of the pension entity.

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

As provided 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 upon request of shareholders representing, 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 establishes a scale reducing, based on share capital, the minimum percentages of share participation necessary for the request to install a 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, in a general meeting, the installation of the Fiscal Council, observing the special quorum for installation provided in Instruction 324/00.

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

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 counselors by majority vote. The controlling shareholder is not obliged to participate in the election of the members of the fiscal council in the aforementioned hypothesis, and if they do not do so, all counselors 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 shareholder present at the meeting needs to hold to elect, in a separate vote, a member and respective alternate of the fiscal council, but rather to the number of shares with voting rights held by all 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 registered in category A must provide, at minimum, the information indicated in items 12.6 to 12.10 of the Reference Form, regarding candidates indicated or supported by the administration or by controlling shareholders.

For their part, open companies registered in category B must, in line with the provisions of article 133, item V of Law No. 6,404/76 (in the case of OGM) and in article 21, item VIII and article 31, item II, both of CVM Instruction No. 480/09, send all documents necessary for the exercise of the right to vote in general meetings, providing sufficient information about the candidates, in order to allow shareholders to deliberate on the matter.

Such information must be provided by companies registered in categories A and B in the manner established in this Circular (see items 2.4 and 3.2), as applicable.

a. Election of alternate members of the Fiscal Council

Article 161, paragraph 1, of Law No. 6,404/76 provides that the Fiscal Council will be composed of at least 3 (three) and at most 5 (five) members, and alternates in equal number, shareholders or not, elected by the general meeting.

In the understanding of the SEP, the election of alternate members of the Fiscal Council is mandatory, and the Fiscal Council must be composed of principal and alternate members in equal number, since the indication of the alternate member is necessary to prevent the possibility of absence of the principal member, avoiding that shareholders are unable to exercise their fundamental right of supervision, provided for in article 109, item III, of Law No. 6,404/76, through their elected representative.

6.1.5. Election of members of the Board of Administration

Law No. 6,404/76 provides that non-controlling shareholders may elect members to the board of administration through:

a) the multiple voting process provided for in the caput of article 141; and

b) the separate election mechanism provided for in paragraph 4 of article 141, in which the majority of holders may elect one member and their alternate, excluding the controlling shareholder:

(i) of shares issued by an open company with voting rights, representing at least 15% (fifteen percent) of the total shares with voting rights; and

(ii) of preferred shares without voting rights or with restricted voting rights issued by an open company, representing at least 10% (ten percent) of the share capital.

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

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

For this reason, the SEP understands that the interpretation that the CVM has been making in CVM Orientation Opinion No. 19/90 and in sanctioning proceedings regarding participation in the separate election provided for in article 161, paragraph 4, of Law No. 6,404/76 (see item 6.1.4) also applies to the separate election of article 141, paragraphs 4 and 5, of Law No. 6,404/76, as well as to article 239 of that Law.

The prerogative to elect members of the board of administration established in these devices belongs to minority or preferred shareholders whose will cannot be determined, directly or indirectly, by the controlling shareholder or by entities in which he, directly or indirectly, exercises determining influence.

The SEP understands that the understanding established in the vote of Relator-President Marcelo Trindade in PAS CVM No. 07/05 (see item 6.1.4) also applies to the elections of members for the board of administration dealt with in articles 141, paragraphs 4 and 5, and 239 of Law No. 6,404/76. In the analysis of the existence of determining influence of the controller over the other shareholders of the company, the governance structure of each shareholder will be taken into account, mainly.

It is worth noting that 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 website), 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 will have the right to elect and remove one member and their alternate of the Board of Administration, in a separate vote at the general meeting, excluding the controlling shareholder.

It is worth alerting that CVM Instruction No. 481/09, applicable to open companies registered in Category A, provides for the minimum documents and information that must be made available to shareholders whenever the general meeting is convened to deliberate on certain matters provided for in the Instruction. Such documents and information must be sent by the date of publication of the first 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, applicable to open companies registered in category A, 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 candidates indicated or supported by the administration or by controlling shareholders (see items 2.4.2.a and 3.2.2.a).

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

Such information must be provided by companies registered in categories A and B in the manner indicated in this Circular (see items 2.4 and 3.2).

6.2. 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 through justification, in which the information contained in the items of article 225 of the LSA will be exposed.

In the case of incorporation by the holding 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 share exchange ratios of the non-controlling shareholders of the controlled company based on the net asset value of the shares of the holding company and the controlled company, with both assets evaluated 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 open companies (article 264 of Law No. 6,404/76).

As usual practice of open 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 forth in article 2, paragraph 1, of CVM Instruction No. 319/99, must be disclosed with a minimum advance of 15 days from the date of the general meeting that will deliberate on the protocol and justification.

The exchange ratios must be disclosed by the company both in the relevant fact (article 2, paragraph 1, item III, of CVM Instruction No. 319/99) and in the Protocol (article 224 of Law No. 6,404/76), highlighting that, in addition to the criteria used, the values that served as the basis for the calculation of the exchange ratios must also be disclosed. Moreover, it is important to emphasize that the identification, in the relevant fact, of the experts or specialized company to evaluate the net asset value of the company and the declaration of the existence or not, regarding them, of any conflict or community of interests, current or potential, with the controller of the company, or with respect to minority shareholders of the company, or regarding another society involved, their respective partners, or concerning the operation itself (article 2, paragraph 1, item XIV, of CVM Instruction No. 319/99) does not coincide with the information dealt with 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 refer.

In accordance with paragraph 2 of article 264 of the LSA, the evaluation of the assets of the societies in operations of incorporation or merger involving holding and controlled companies or societies under common control will be made by a specialized company, in the case of open companies.

It should be emphasized that not only the protocol, justification, and appraisal reports, but also 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 an open company, must be mandatorily made available to all shareholders from the date of publication of the conditions of the operation.

It is worth noting, furthermore, that the recommendations of Orientation Opinion No. 35/08 apply to operations of merger, incorporation, and share incorporation involving a controlling society and its controlled companies or societies under common control. Thus, although the procedures described in the aforementioned opinion are not exclusive nor exhaustive, the CVM understands that their adoption is an adequate way to comply with the fiduciary duties of administrators provided for in articles 153, 154, 155, and 245 of Law No. 6,404/76.

In this sense, it is worth remembering that the CVM has already manifested, in a Market Communication disseminated by this Autarchy on 05/27/2009, to the effect that the recommendation contained in the aforementioned opinion refers to the constitution of an independent committee for negotiating the conditions of the operation, so that its constitution for mere confirmation of a previously established exchange ratio distorts the purposes of such a body.

Furthermore, it is not advisable to disclose any exchange ratio that the administration or controlling shareholder intends to apply to the intended operation before the completion of the work of the independent committees, since this disclosure at an earlier moment may, even, influence the quotation of shares issued by the companies involved until the conclusion of the negotiations.

Finally, in cases where the operation of incorporation, merger, or spin-off entails the right of withdrawal, open companies that have shares admitted to trading in regulated markets must, as provided in article 20 of CVM Instruction No. 481/09, disclose the information provided for in Annex 20 to the aforementioned instruction, in the manner described in this Circular (see item 3.2).

6.2.1. Requests for waiver of compliance with requirements
(CVM Deliberation No. 559/08)

On 11/18/08, CVM Deliberation No. 559/08 was issued, which attributed competence to the SEP to express the opinion of the CVM regarding the recognition of situations where its action to require compliance with certain requirements is not justified, in cases of operations involving an open company related to the incorporation of a controlled company by a holding company, incorporation of a holding company by a controlled company, merger of a controlling company with a controlled company, share incorporation of a controlled or holding company, or incorporation, merger, and share incorporation of societies under common control, provided that the requirements listed in the Deliberation are present.

The manifestation of the SEP in these cases may refer only to the non-necessity of observance of the following requirements:

a) preparation of a report based on the net asset value of the shares of the holding company and the controlled company, with both assets evaluated according to the same criteria and on the same date, at market prices, in accordance with art. 264 of Law No. 6,404/76;

b) publication, in the press, of the Relevant Fact referred to in art. 2 of CVM Instruction No. 319/99; and

c) preparation of audited financial statements by an independent auditor registered with the CVM, in accordance with art. 12 of CVM Instruction No. 319/99.

The Department of Corporate Relations does not have competence to waive the publication of the Relevant Fact provided for in art. 2 of CVM Instruction No. 358, of 2002.

It is up to the Company to evaluate whether a certain decision, act, or fact constitutes relevant information that should be disclosed in accordance with CVM Instruction No. 358/02.

6.3. Acquisition of a commercial society by an open company

Article 256 of Law No. 6,404/76 determines that the purchase, by an open company, of the control of any commercial society, will depend on the deliberation of the general meeting of the buyer, especially convened to review the operation, whenever:

a) the purchase price constitutes, for the buyer, a relevant investment (article 247, sole paragraph); or

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

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

(ii) net asset value (article 248) of the share or quota, with the asset evaluated at market prices (article 183, paragraph 1);

(iii) 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 open 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 "vehicle" company was used in the acquisition of control of other societies to the detriment of the legitimate interests of the other shareholders of the open company.

Additionally, in its paragraph 2, article 256 provides that "if the acquisition price 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 fiscal years], the dissenting shareholder of the deliberation of the meeting that approves it will have the right to withdraw from the company through reimbursement of the value of their shares, in accordance with article 137, observing the provisions of its item II".

In view of the above, upon the disclosure of the acquisition of a commercial society, the open company must inform whether the aforementioned acquisition was carried out by the open company itself or through a controlled, affiliated, or wholly-owned subsidiary, as well as whether the operation will be submitted to the deliberation of the general meeting of shareholders and whether it will entail the right of withdrawal for its shareholders, as provided for in the aforementioned article 256.

It is worth noting that such disclosure must contain, at minimum, the information necessary to prove whether or not it is a case of holding a meeting and granting the right of withdrawal.

If the operation is to be the subject of meeting deliberation, the period in which the meeting is intended to be held must be informed. Companies registered in category A must, as provided in article 19 of CVM Instruction No. 481/09, disclose, at minimum, the

information provided in Annex 19 to the aforementioned Instruction, as oriented in this Circular (see item 3.2).

Even though Instruction CVM No. 481/09 does not apply to issuers registered in category B, these must send, on the same date as the publication of the first notice convening the shareholders' meeting, by virtue of the provisions of paragraph 3 of article 135 of Law No. 6.404/76 and item II of article 31 of Instruction CVM No. 480/09, the documents and information necessary for the exercise of the right to vote.

The valuation report referred to in paragraph 1 of article 256, as well as other reports possibly produced for the purposes of items "a", "b" and "c" of item II of the caput of the same article, must be sent, via the IPE System, in the category "Economic-Financial Data" and type "Valuation Report", identifying in the subject, whenever possible, the type of report and the operation to which they refer.

It is recommended that companies only carry out corporate restructurings involving acquired companies after the acquisition has been approved or ratified in a shareholders' meeting.

In the event of an operation subject to ratification by the general shareholders' meeting, it is recommended that such ratification, when possible, take place at the first general meeting held after the completion of the operation.

If the operation gives rise to the exercise of the right of withdrawal, the following must also be informed: (a) shareholders who may exercise the right of withdrawal, should they dissent from the resolution of the Assembly, to be convened to ratify this acquisition (see item 6.5); (b) The reimbursement value, in reais (R$) per share; and (c) the deadline and procedures that dissenting shareholders must adopt to express their position.

In these cases, open companies registered in category A must also, as provided in article 20 of Instruction CVM No. 481/09, disclose the information provided for in Annex 20 to the aforementioned instruction, as oriented in this Circular (see item 3.2).

6.4. Share Conversion

In cases of share conversion, without prejudice to the provisions of Instruction CVM No. 358/02, the administration's proposal, to be sent via the IPE System, category "Assembly", type "EGM/E", "EGM" or "EGMSP", species "Administration's Proposal", subject "Share Conversion", must contain all relevant information, as well as be accompanied by all documents necessary for shareholders to make decisions, such as the reasons or purposes of the operation; the mandatory or optional nature of the operation and the eligibility for the withdrawal right of dissenting shareholders; the conversion ratio between 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.

6.5. 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, 256 and 264. If the matter deliberated in the general meeting gives rise to a right of withdrawal, the company must inform, at a minimum, the shares and classes to which withdrawal applies, the reimbursement value per share and its method of calculation, and the deadlines and procedures that shareholders of this Company, dissenting from the resolution of the said Assembly, must adopt to exercise the right of withdrawal.

It should be clarified that, as provided in paragraph 1 of article 137 of the LSA, "the dissenting shareholder of the assembly's resolution, including the holder of preferred shares without voting rights, may exercise the right to reimbursement of the shares of which they were proven to be the holder on the date of the first publication of the notice convening the assembly, or on the date of communication of the relevant fact object of the resolution, if earlier".

By "date of communication of the relevant fact" should be understood the date of publication of the Relevant Fact in newspapers of wide 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 Instruction CVM No. 358/02.

Thus, the right of withdrawal would only be applicable to shares acquired before the day of publication of the first notice convening an assembly or of the relevant fact, whichever occurred first, including shares acquired between the period of dissemination 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 shares of a species or class that has liquidity and dispersion in the market will not have the right to withdrawal, considering that there is:

a) liquidity, when the species or class of shares, or the certificate representing it, integrates a general index representative of a portfolio of securities admitted to trading in the securities market, in Brazil or abroad, defined by the Securities and Exchange Commission;

b) dispersion, when the controlling shareholder, the controlling company or other companies under its control hold less than half of the species or class of shares.

Considering that, currently, there is no regulation on the matter at the CVM, it is understood that the indices considered for liquidity purposes must be those admitted to trading on futures exchanges, currently Ibovespa and IBrX-50.

It is also emphasized that, within the 10 (ten) days following the end of the period referred to in items IV and V of the caput of article 137 of Law No. 6.404/76, it is optional for the administration bodies to convene the general meeting to ratify or reconsider the resolution, if they believe that the payment of the reimbursement price of the shares to the dissenting shareholders who exercised the withdrawal right will put the financial stability of the company at risk.

For this reason, the administration's decision to reconsider the resolution of the EGM and/or EGMSP, in accordance with article 137, paragraph 3, of Law No. 6.404/76, must, as a rule, be the subject of a Relevant Fact, within the aforementioned deadline. The administration's decision to ratify the said resolution must, as a rule, be the subject of a Market Communication.

Open companies registered in category A must also, as provided in article 20 of Instruction CVM No. 481/09, disclose the information provided for in Annex 20 to the aforementioned instruction, as oriented in this Circular (see item 3.2).

6.6. Capital Increase by Private Subscription

In cases of capital increase, by private subscription, it is necessary that the administration's proposal contain all relevant information, as well as be accompanied by all documents necessary for shareholders to make decisions, such as:

a) justification regarding the need to carry out the operation;

b) main characteristics of the operation: number 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; deadlines and procedures to be observed by shareholders in exercising the right of preference and in subscribing and paying for the issued shares; and treatment regarding surpluses of unsubscribed securities (in accordance with paragraph 7 of article 171 of Law No. 6.404/76);

c) Valuation Report and other documents that supported the fixing of the issue price;

d) copy of the audit committee's opinion, if it is functioning, with dissenting votes, if any;

e) inform (a) whether shareholders who do not wish to exercise their rights of preference to subscribe may trade them on the exchange or request the assignment of their rights; and (b) the deadlines for trading or assignment of such rights; and

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

Open companies registered in Category A must also, as provided in article 14 of Instruction CVM No. 481/09, disclose the information provided for in Annex 14 to the aforementioned instruction, as oriented in this Circular (see item 3.2), when the capital increase is deliberated in a meeting.

Even if the capital increase operation is to be deliberated in a Board of Directors meeting, it is recommended that the information provided for in the aforementioned Annex 14 of Instruction CVM No. 481/09 be sent, notably items 1, 2, 3, 5.a to 5.k, 5.n to 5.s and 7, in order to better inform the market and, especially, shareholders, since they will have to decide on their participation in the capital increase.

Finally, it should be remembered that, in the understanding of SEP, in line with the provisions of Instruction CVM No. 400/03 and CVM Advisory Opinion No. 08/81, in the case of capital increases with partial homologation, shareholders must be granted the right to review their investment.

6.6.1. Surplus Shares in Capital Increase with Credits

As provided in article 171, paragraph 2, of Law No. 6.404/76, in a capital increase through capitalization of credits or subscription in goods, the right of preference is always guaranteed 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 deliberating on the increase must dispose of the surpluses, either (i) ordering them to be sold on the exchange, for the benefit of the company, or (ii) allocating them, in proportion to the amounts subscribed, among 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 for the surpluses resulting from the non-exercise of the right of preference by any other shareholders.

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

In the opinion of SEP, the understanding that, since the holder of the credit uses it to subscribe to 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, does not prevail.

Surpluses occur due to 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 themselves, 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 amounts subscribed.

6.7. Capital Reduction

Law 6.404/76 regulates capital reduction in its articles 173 and 174 and stipulates that the general meeting may deliberate on the reduction of share capital in two cases: if there is a loss, up to the amount of accumulated losses, or if it is deemed excessive.

It is emphasized that capital reduction operations must observe the provisions of article 174 of Law No. 6.404/76, which determines that the reduction of share capital with restitution to shareholders of part of the value of the shares, or by reducing their value, when not fully paid, to the amount of the contributions, only becomes effective 60 (sixty) days after the publication of the minutes of the general meeting that deliberated it.

Whenever the general meeting is convened to deliberate on capital reduction, issuers registered in Category A must disclose, via the IPE System (see item 3.2.2), at a minimum, the following information required by Instruction CVM No. 481/09:

(a) value of the reduction and new share capital; (b) detailed explanation of the reasons, method and consequences of the capital reduction; (c) copy of the audit committee's opinion, if it is functioning, when the proposal for capital reduction is initiated by the administrators; (d) as applicable: (i) the restitution value per share; (ii) the value of the reduction of the share value to the amount of contributions, in the case of unpaid capital; or (iii) the number of shares subject to the reduction.

It is emphasized that, even though Instruction CVM No. 481/09 does not apply to issuers registered in category B, these must send, on the same date as the publication of the first notice convening the assembly, by virtue of the provisions of paragraph 3 of article 135 of Law No. 6.404/76 and item II of article 31 of Instruction CVM No. 480/09, the documents and information necessary for the exercise of voting rights in EGMs.

6.8. 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 to remain part of the shareholder body with, at least, one new unit of capital, if these shareholders manifest such intention within the deadline established in the general meeting that deliberated the consolidation.

6.9. Trading Ban Period

Article 13 of Instruction CVM 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:

a) by the open company itself, by controlling shareholders, direct or indirect, directors, members of the board of directors, audit committee 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 open company, its parent, its subsidiaries or affiliates, has knowledge of the information regarding the relevant act or fact;

b) by anyone who has knowledge of information regarding a relevant act or fact, knowing that it is information not yet disclosed to the market, especially those who have commercial, professional or trust relationships 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;

c) 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 ban will also prevail when there is an intention to promote a merger, total or partial spin-off, consolidation, transformation or corporate reorganization.

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

Furthermore, it should be noted that the ban cited in letter "a" above does not apply to the acquisition of shares held in treasury, through private negotiation, resulting from the exercise of a purchase option according to the stock option grant plan approved in a general meeting.

Instruction CVM No. 358/02, in its article 13, paragraph 3, item II, 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 directors, whenever the acquisition or alienation 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 ban must be observed during the periods in which the society is carrying out the acquisitions or alienations, and not necessarily during the entire validity period of the program.

It should be emphasized that both in the case of a share repurchase program and in the other bans cited above, the prohibition on trading will not extend to transactions that are carried out in accordance with the trading policy approved by the company, in accordance with article 15 of Instruction CVM No. 358/02.

Regarding the trading ban in the 15-day period preceding the disclosure of quarterly and annual information, the rule establishes that such ban will 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, in the manner provided for in paragraph 3 of article 15 of the aforementioned instruction.

Finally, it should be remembered that, in the event of advance disclosure of financial information, the trading ban period provided for in article 13, paragraph 4, of Instruction No. 358/02 is also advanced.

6.10. Transactions with Related Parties

In accordance with articles 153 to 156 of Law 6.404/76, administrators must conduct corporate business with diligence and loyalty, abstaining from interfering in operations in which they have a conflict of interest. Article 245 also provides that administrators must ensure that operations between the company and its affiliates, subsidiaries and parent companies observe commutative conditions or adequate compensatory payment.

To ensure compliance with such provisions, it is recommended that the approval of transactions between related parties be preceded by effective negotiation, in which persons without personal interests in the matter participate on behalf of the company. Furthermore, such transactions and the entire decision-making process preceding them must be documented in a way that allows for subsequent verification, when necessary.

In this sense, it is worth reiterating that CVM Advisory Opinion No. 35/08 lists guidelines that may be applicable to various transactions between related parties, and not only those that take the form of mergers, incorporations and share incorporations. It is up to administrators to evaluate, by virtue of the nature and relevance of the transaction, whether and to what extent the measures listed in the said opinion must be observed.

6.11. 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 Instruction CVM No. 10/80, amended by Instructions CVM No. 268/97 and No. 390/03.

Through Instruction CVM No. 10/80, the CVM sought to establish the conditions under which companies could deliberate on the acquisition of their own issued shares, for cancellation or retention in treasury, and respective alienation, among which: (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 emphasized 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 carrying out of operations by the company 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 Instruction CVM No. 10/80 considers as available

all profit and capital reserve accounts, except the following: legal, profits to be realized, revaluation, special for mandatory undistributed dividends.

Regarding the use of balance sheet reserves and current year profit as collateral for transactions to acquire the company's own shares, calculated through interim financial information, it is recalled that the CVM Collegiate Board, in the meeting held on 11/25/2008 (available on the CVM website), deemed their use appropriate, supported by Law No. 6,404/76.

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

a) segregation of values that, if it were the end of the fiscal year, would have to be set aside to cover reserves that must necessarily be constituted and dividends that are mandatorily due, 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 the mandatory dividend;

b) 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 nearly available);

c) 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 intended values for the acquisition of its own shares; and

d) 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 share acquisition operations of its own issuance when, among other reasons, they require the use of resources exceeding the available reserve balances.

It is also highlighted that, in the meeting held on 11/11/2008 (available on the CVM website), the Collegiate Board 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 is worth noting 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.

6.12. Bonus Issue of Treasury Shares

In a meeting held on 11/25/2008 (available on the CVM website), the CVM Collegiate Board understood that it is appropriate to alter the number of treasury shares whenever the company approves any bonus issue of its shares, thereby correcting the numerical expression of the volume of its own 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 issue constitutes merely an accounting procedure in which, by increasing the figure of social capital, in exchange for the reduction of profit reserves, the resulting delivery of shares does not represent a transfer of value from the company to its shareholders via profit distribution.

6.13. Article 203 of Law No. 6,404/76

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

Consequently, the reserves mentioned in Articles 194 to 197, and that referred to in paragraph 5 of Article 202 of Law No. 6,404/76, 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.

6.14. Communication regarding the non-payment of mandatory dividend due to the company's financial situation

Article 202, paragraph 4, of Law No. 6,404/76 establishes that the mandatory dividend may fail to be distributed in the fiscal year in which the administrative bodies inform the General Shareholders' Meeting (AGO) that it is incompatible with the company's financial situation. The supervisory board, if in operation, must provide an opinion on this information, and the administrators must forward to the CVM, within 5 (five) days of the holding of the general meeting, a justified explanation of the information transmitted to the assembly.

The justified explanation required in Article 202, paragraph 4, of Law No. 6,404/76 must be sent via the IPE System (Category "Notice to Shareholders"; type "Other notices").

6.15. Late, corrective, or complementary declarations of dividends

In the case of late, corrective, or complementary declarations of dividends (or other benefits) due by publicly-held companies, payment must be made to the persons holding the shares on the date of the late, corrective, or complementary declaration, or on another subsequent date, made public concomitantly with the declaration, and not to the share holders 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 05/03/2006 (available on the CVM website), in response to the inquiry from SEP regarding the shareholder base to be used in the cited cases.

6.16. Competence of the Board of Directors to deliberate on the issuance of debentures

Law No. 12,431/11 gave new wording to Article 59, paragraph 1, of Law No. 6,404/76, so that this provision now establishes that, in the publicly-held company, the Board of Directors may deliberate on the issuance of debentures not convertible into shares, unless otherwise provided in the statutes.

Regarding this, according to the Collegiate Board's decision of 12/13/2011 (available on the CVM website), this new wording has immediate and unconditional applicability. That is, in the absence of a statutory provision that prevents deliberation by the Board, the new legal text is in force and capable of producing all its effects, so that the Boards of Directors of publicly-held companies can already, immediately, deliberate on the issuance of debentures not convertible into shares.

6.17. Composition of the Executive Board

Upon the consolidation of the social statutes, companies must pay attention to the provisions of Article 143 of Law No. 6,404/76, regarding the composition of the executive board of a corporation.

According to this legal command, the social statute must establish: (a) the number of directors, or the maximum and minimum allowed; (b) the duties and powers of each director; (c) term of office, not exceeding three years, re-election permitted; and (d) the method of replacement.

Therefore, it is recommended that those companies whose statutes are out of compliance with the Law take the necessary measures (including timely convening of a general meeting, including in its notice the alteration of the statute in question) to correct any gaps that may exist in their respective social statutes.

6.18. Request for certificates of entries in the corporate books (Article 100 of Law No. 6,404/76)

Article 100, paragraph 1, of Law 6,404/76 regulates the option to obtain a certificate of the entries in the Register of Registered Shares, the Register of "Transfer of Registered Shares", the Register of "Registered Beneficiary Units", and the Register of "Transfer of Registered 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 must be observed that, according to Collegiate Board decisions on the matter, the company exercises, regarding certain records, a public function equivalent to that of agents delegated with state power (such as real estate registration offices), given that the transfer of ownership of shares, and the constitution of real encumbrances on them, is only completed with the transcription in the corporate books, or in the records that serve as their substitute.

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

In a decision on 12/08/2009 (available on the CVM website), the CVM Collegiate Board expressed its understanding, in response to an inquiry formulated by a market agent, regarding the main conditions for granting the certificate of entries in the corporate books in question, as well as regarding its content, highlighting the main aspects:

a) the provision in Article 100, paragraph 1, does not oblige the publicly-held company to provide a certificate of entries in the corporate books when the request is justified to facilitate the mobilization of shareholders with a view to discussing topics related to the company and participating in general meetings;

b) the request formulated 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 corporate books is necessary for the clarification of the situation of personal interest or defense of the right in question;

c) the company is obliged 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;

d) the provision of the complete list of shareholders, based on the provision in paragraph 1 of Article 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;

e) thus, the provision of the complete list of shareholders is imposed, based on this provision, in the hypotheses where shareholders must act jointly to defend a right, due to the law or statute 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 (Article 159, paragraph 4, of the LSA), the action for full exhibition of the company's books (Article 105, paragraph 4, of the LSA), and also the request for a list aimed at facilitating the formation of the quorum necessary to convene the general meeting, provided that, in the latter example, it is demonstrated that the deliberation on some matter to be included in the agenda has the clear character of defense of rights;

f) for the same reason, it is also justified, in light of the provision in Article 100, paragraph 1, the granting of the complete list in cases where the shareholder has legitimacy to act individually to defend a right, which belongs, however, to every and any shareholder;

g) outside the hypotheses of defense of a collective or homogeneous individual right, the request for the provision of a certificate of entries in the corporate books formulated with the purpose of facilitating the mobilization of shareholders to defend their interests does not meet the requirements established in Article 100, paragraph 1, of the LSA.

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

Furthermore, the mere commercial interest in obtaining the certificate, such as the offering of services, finds no support in paragraph 1 of Article 100 of Law No. 6,404/76.

It is worth citing that the CVM Collegiate Board, in meetings held on 02/23/2010 and 07/20/2010 (available on the CVM website), reiterated the understanding described above, established in the meeting of 12/08/2009.

Chapter 7. Appeals, Inquiries, Hearings, and Requests for Review of Processes

7.1. Appeals against decisions or manifestations of understanding by SEP

In accordance with CVM Deliberation No. 463/03, the deadline to appeal to the Collegiate Board the decisions issued by the CVM Superintendents is 15 (fifteen) days counted from the interested party's knowledge thereof.

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

CVM Deliberation No. 510/06, which altered 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 the request for suspensive effect is denied (totally or partially), the Superintendent must, immediately, notify the appellant and send a copy of the appeal and the decision to the President of the CVM, who will be responsible for re-examining the decision denying the suspensive effect, in accordance with item VI of CVM Deliberation No. 463/03.

It is worth noting that the CVM Collegiate Board, in a decision on 11/23/2010 (available on the CVM website), expressed itself in the sense that such provision does not apply to cases involving coercive fines.

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

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

7.2. Inquiries from publicly-held and foreign companies

Inquiries regarding the application of norms and regulations issued by the CVM and the understanding of provisions of Laws No. 6,385/76 and 6,404/76 and subsequent amendments must be submitted in writing, via protocol, by the Director of Investor Relations or person equivalent to 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 powers 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 statement from the independent auditor on the subject.

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.

7.3. Communications with SEP

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

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

It is emphasized that the deadlines for responding to requests contained in letters sent by SEP must be counted as specified in the document itself. When not specified, the deadline must be counted from the date of receipt of the Letter (date of signing of the AR).

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

Sector of Activity	Management
Agriculture (sugar, alcohol, and cane)	GEA-2
Food	GEA-2
Leasing	GEA-1
Banks	GEA-1
Beverages and tobacco	GEA-2
Stock exchanges/commodities and futures	GEA-1
Toys and leisure	GEA-1
Commerce (wholesale and retail)	GEA-2
Foreign trade	GEA-2
Communication and information technology	GEA-2
Civil construction, construction materials, Decoration	GEA-1
Real estate credit	GEA-1
Packaging	GEA-2
Electricity	GEA-1
Mineral extraction	GEA-2
Factoring	GEA-1
Pharmaceuticals and hygiene	GEA-2
Printing and publishing	GEA-1
Lodging and tourism	GEA-1
Financial intermediation	GEA-1
Machinery, equipment, vehicles and parts	GEA-1
Metallurgy and steel	GEA-2
Paper and pulp	GEA-2
Fishing	GEA-2
Oil and gas	GEA-1
Chemical, petrochemical, fuels and rubber	GEA-1
Reforestation	GEA-2
Sanitation and water and gas services	GEA-2
Receivables securitization	GEA-1
Insurance companies and brokers	GEA-1
Transportation and logistics services	GEA-2
Medical services	GEA-2
Telecommunications	GEA-2
Textile and clothing	GEA-2
Holding Companies - Agriculture (sugar, alcohol, and cane)	GEA-2
Holding Companies - Food	GEA-2
Holding Companies - Leasing	GEA-1
Holding Companies - Banks	GEA-1
Holding Companies - Beverages and tobacco	GEA-2
Holding Companies - Toys and leisure	GEA-1
Holding Companies - Commerce (wholesale and retail)	GEA-2
Holding Companies - Communication and information technology	GEA-2
Holding Companies - Civil construction, construction materials, and decoration	GEA-1
Holding Companies - Real estate credit	GEA-1
Holding Companies - Education	GEA-2
Holding Companies - Packaging	GEA-2
Holding Companies - Electricity	GEA-1
Holding Companies - Mineral extraction	GEA-2
Holding Companies - Printing and publishing	GEA-1
Holding Companies - Lodging and tourism	GEA-1
Holding Companies - Financial intermediation	GEA-1
Holding Companies - Machinery, equipment, vehicles and parts	GEA-1
Holding Companies - Metallurgy and steel	GEA-2
Holding Companies - Paper and pulp	GEA-2
Holding Companies - Oil and gas	GEA-1
Holding Companies - Chemical, petrochemical, fuels and rubber	GEA-1
Holding Companies - Reforestation	GEA-2
Holding Companies - Sanitation, water and gas services	GEA-2
Holding Companies - Receivables securitization	GEA-1
Holding Companies - Insurance companies and brokers	GEA-1
Holding Companies - No main sector	GEA-1
Holding Companies - Medical services	GEA-2
Holding Companies - Transportation and logistics services	GEA-2
Holding Companies - Telecommunications	GEA-2
Holding Companies - Textile and clothing	GEA-2

Isolated doubts regarding the application of corporate legislation and regulation can also be sent to SEP, via email: sep-consultas@cvm.gov.br.

7.4. Requests for hearings by individuals

In line with Decree No. 4,334/02, 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 HEARING.

In this request, the clear specification of the subject to be treated must be included, with the necessary condition, in the case of inquiries from issuers, their prior forwarding, as described in this Letter (see item 7.2).

7.5. Request for review of process

In accordance with paragraph 2 of Article 8 of Law No. 6,385/76, all documents and records of administrative processes that are pending or archived at the CVM are public, except those whose confidentiality is indispensable for the defense of

intimacy or social interest, or whose confidentiality is ensured by express legal provision.
One must also take into account Article 46 of Law No. 9,784/99 – which regulates the administrative process within the Federal Public Administration – which guarantees interested parties the right to view the process and to obtain certificates or reprographic copies of the data and documents that comprise it, except for third-party data and documents 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 necessary confidentiality for the elucidation of facts or required by public interest shall be ensured, as provided in paragraph 2 of Article 9 of Law No. 6,385/76. In 2005, the Regulatory Agency regulated, through CVM Resolution No. 481/05, the granting of access to the records of administrative processes of any nature instituted within the scope of the CVM. Requests for access to processes pending before this Regulatory Agency must be submitted by presenting a signed petition, specifying that it concerns the granting of access 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 Resolution No. 481/05, the request must specify the petitioner's interest in obtaining access to the records, except when it concerns a defendant in an administrative sanctioning process, in which case access shall always be granted. The granting depends on authorization by the Head of the Superintendency responsible for conducting the administrative process or by the Rapporteur, in case there is a pending appeal or decision by the Collegiate Body, and the postponement of granting access may be allowed in the interest of the service when such measure would hinder the performance 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 the general meeting of publicly held companies or interruption of the term for its convening, in accordance with CVM Instruction No. 372/02, access shall not be granted while the process is pending decision, except for the right of access to the records by the company within the term for its manifestation, as provided in Article 4 of CVM Resolution No. 481/05. Furthermore, processes instituted for the purpose of verifying the possible occurrence of violations of legal or regulatory norms whose supervision is incumbent upon the CVM shall be conducted under confidentiality, except in cases where the petitioner has been publicly indicted by the CVM as a possible author of the infraction under investigation, in which case the granting of access shall 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 protected by cases of confidentiality ensured by express legal provision or for the defense of intimacy or social interest in the records. As stated in paragraph 2 of Article 5 of CVM Resolution No. 481/05, the provisions in the two paragraphs above, regarding processes for the investigation of irregularities, apply to complaints filed by investors and any other market participants, including regarding access requests filed by them.

In administrative sanctioning processes, defendants shall be granted access upon request addressed: (i) to the Coordination of Process Control, 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 Body, in processes governed by CMN Resolution No. 1,657/89, or to the CCP, after the eventual filing of appeals to the Collegiate Body. Access requests will be analyzed on a case-by-case basis, and in the event of denial of the request, the petitioners may appeal to the CVM Collegiate Body, in accordance with CVM Resolution No. 463/03. According to Article 3, paragraph 3, of CVM Resolution No. 481/05, if the decision of denial is issued by the Rapporteur, an appeal against the decision may be filed with the Collegiate Body within 5 (five) days, counted from the date the interested party is notified. For approved requests, the processes will be made available at the Consultation Center – SOI/GOI of this Regulatory Agency, with the indication of the availability period through a letter in response to the request.
7.6. Commitment Term
The Commitment Term may be signed between the investigated party or defendant and the Securities and Exchange Commission (CVM), at the discretion of the CVM, observing public interest, in accordance with paragraphs 5 to 8 of Article 11 of Law No. 6,385/76 and CVM Resolution No. 390/01.
It should be highlighted initially that, according to paragraph 3 of Article 7 of CVM Resolution No. 390/01, the presentation of a proposal for a commitment term is also admitted during the preliminary investigation phase.
In the case of an administrative sanctioning process, Article 7 of CVM Resolution No. 390/01 provides that the interested party wishing to enter into a Commitment Term must manifest this intention by the end of the term for presenting a defense, without prejudice to the burden of presenting such defense. The party must also present the Complete Proposal for Commitment Term to the Coordination of Administrative Process Control – CCP, within 30 days after the presentation of the defense. In exceptional cases, where it is understood that public interest determines the analysis of a proposal for the entry into a commitment term presented outside the aforementioned term, such as those involving substantial indemnity offers to those harmed by the conduct subject to the process and modification of the factual situation existing at the end of the said term, the Collegiate Body will examine the request. The Commitment Term suspends the ongoing administrative process for the term established for its compliance and may be entered into 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 entry into a commitment does not imply confession regarding the factual matter, nor recognition of the illegality of the conduct analyzed in the process that gave rise to it.
7.7. Calculation of Deadlines
In the calculation of deadlines, the rule established by Article 66 of Law No. 9,784/99, which regulates the administrative process within the federal public administration, must be observed.
In this sense, the calculation of deadlines in the aforementioned processes occurs similarly to that established by Article 184, caput, of Law No. 5,869/73.
Thus, in the calculation of the term, the day of commencement must be excluded and the day of maturity included. Deadlines begin to run from the moment of official notification, which can be carried out, as provided in Article 11 of CVM Instruction No. 452/07 and Article 61 of CVM Instruction No. 480/09, through the sending of a letter with Acknowledgment of Receipt, fax, or electronic message, and the term begins to count from the first occurrence. In the event that the maturity date falls on a day when there is no business at the CVM headquarters, such as Sundays and national or municipal holidays, the term is extended to the next business day. Additionally, as determined by Article 23 of Law No. 9,784/99, acts of the process must be performed on business days, during the normal working hours of the agency where the process is pending. Thus, on dates when the business at the CVM headquarters is partial, with closure before the normal time, deadlines will be extended until the next business day. On the other hand, when there is partial business at the CVM headquarters and the business ends at the normal hour, in accordance with Article 66, paragraph 1, of Law No. 9,784/99, this day will be considered in the term in progress. It should be noted that the protocol of documentation directed to the Superintendency of Corporate Relations or its respective Management Offices in a city other than its location, although admissible, does not influence the calculation of the term, which continues to be governed by the location of the CVM headquarters.
Chapter 8. Systems made available for the preparation and delivery of information
8.1. Empresas.Net System
Through the Empresas.Net System, the Cadastre Form, Reference Form, DFP, ITR, and the Quarterly Report of Securitization Company must be sent to the CVM.
The download of the program can be done through the CVM's electronic page on the worldwide web (http://www.cvm.gov.br, MARKET PARTICIPANTS section, DOCUMENT SUBMISSION item, EMPRESAS.NET subitem), as well as on the BM&FBOVESPA page (http://www.bmfbovespa.com.br, SHARES section, COMPANIES item, subitem FOR COMPANIES, subitem For Listed Cos, subitem EMPRESAS.NET). Doubts regarding the installation and use of the Empresas.Net System can be clarified with the BM&FBOVESPA Service Center (CAB) by phone (11) 2565-5000 or email address: cab@bvmf.com.br. Doubts regarding the content of the Cadastre Form, Reference Form, DFP, ITR, and the Quarterly Report of Securitization Company can be sent to the CVM, by email: sep-consultas@cvm.gov.br.
8.2. CVMWEB System
With the entry into force of CVM Instruction No. 480/09 and the availability of the Empresas.Net System, the obligation to update the cadastre data of publicly held and foreign companies must be done through the update of the Cadastre Form.
Nevertheless, the update of cadastre data through the CVMWEB System remains available.
It is worth remembering 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 general meeting or council meeting), as the system will only accept alterations if the IPE protocol number is indicated.
It is emphasized that the update of the responsible person's data (DRI, trustee, etc.) continues to be done through the IPE System.
Finally, it is worth highlighting that the CVMWEB System is also used to access the functionality of appealing fines through the CVM website.
8.3. Periodic and occasional information system (IPE)
The information sent through the IPE System is the responsibility of the Investor Relations Director (DRI) or equivalent person, who must, for this purpose, keep their data updated in the DRI Registration module.
Since 2007, BM&FBOVESPA S.A. - Stock, Commodities and Futures Exchange – BM&FBOVESPA has made available on its website access to the IPE System so that publicly held companies have an additional address for sending documents.
The procedures for using login/password and sending documents are independent of whether the publicly held company is registered in that exchange or not.
To send a document through this option, simply access the BM&FBOVESPA website (www.bmfbovespa.com.br), select the profile Companies and Issuers, then For Listed Cos, link IPE – Document Submission.
The link for this address is https://seguro.bmfbovespa.com.br/ipe/index.asp.
Attention must be paid to ensure that files in PDF format present a legible formatting, which facilitates the reading, manipulation, and printing of documents by interested parties.
The documents and information sent are available simultaneously on the pages of the CVM and BM&FBOVESPA, in the case of companies registered there, except for the form of the notice provided for in Article 11 (individual) of CVM Instruction No. 358/02 (see item 3.8).
It is absolutely indispensable to read the document "IPE Manual", available on the CVM page, which presents a listing of the categories, types, and species of documents provided for in the system, classified by the obligation or not of sending, by the periodicity of their disclosure and by the need or not of publication by the press, as well as bringing guidance regarding the procedure for accessing the system (sending and cancellation of data and DRI registration). Finally, it is worth noting that, regardless of the sending of the Cadastre Form, the DRI data must also be updated through the IPE System, in the “DRI Registration” module.

Chapter 9. Guidelines for the preparation of the Reference Form
9.1. Guidelines applicable to the entire Form
9.1.1. General rules on the preparation and disclosure of information
CVM Instruction No. 480/09 incorporates certain general rules on the preparation and disclosure of information that must be observed by issuers in the preparation and update of the Reference Form. They are as follows:
a) the issuer must disclose true, complete, consistent information that does not mislead the investor (Article 14); b) all information disclosed by the issuer must be written in simple, clear, objective, and concise language (Article 15); c) the information provided by the issuer must be useful for the evaluation of the securities issued by it (Article 17); d) whenever the information disclosed by the issuer is valid for a determinable period, such period must be indicated (Article 18); e) factual information must be differentiated from interpretations, opinions, projections, and estimates (caput of Article 19); f) whenever possible and appropriate, factual information must be accompanied by the indication of its sources (sole paragraph of Article 19). The Empresas.Net system incorporates both structured fields and free text fields for the presentation of the information required in the Reference Form. In order to ensure better understanding and comparability by investors, it is alerted that whenever the required information is provided in free text fields, the issuer must, nevertheless, organize and present the information according to the structure and organization provided for in Annex 24 of CVM Instruction No. 480/09. Whenever the presentation of a table is required, the information must be provided in this way (as, for example, in items 4.3, 13.3, 13.6, and 13.7 of the Form).
9.1.2. Field “other information deemed relevant"
Annex 24 provides in several sections of the Form open fields for the presentation of “other information deemed relevant”. The objective of these fields is to allow the issuer to provide other information not requested in the Reference Form, deemed important to support the investment decision or to ensure the correct understanding, by investors, of the information provided in the Form regarding its economic-financial situation, its business, and the risks inherent to its activities and the securities issued by it.

9.1.3. Scope and content of information provided
Annex 24 includes notes that specify the scope or content of the information to be provided in some of the items that must be carefully observed by issuers when preparing, updating, and resubmitting the Form.
In this sense, we alert that, in the annual presentation of the Reference Form, the information provided regarding items 3.1, 7.2, 10.1, and 10.2 must refer to the last 3 financial statements closing the social year. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last 3 financial statements closing the social year and to the last accounting information disclosed by the issuer, such as, for example, the information regarding the last quarterly information form – ITR disclosed by the issuer. We also alert that, in the annual presentation of the Reference Form, the information provided regarding items 3.7, 3.8, 7.4, 7.6, 9.1, and 10.8 must refer to the last financial statements closing the social year. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last financial statements closing the social year and to the last accounting information disclosed by the issuer, such as, for example, the information regarding the last quarterly information form – ITR disclosed by the issuer. It is also emphasized that, in the annual presentation of the Reference Form, the information provided regarding items 2.1, 6.5, 8.3, 10.4, 10.7, 11.1“d”, 12.3, 14.1, 15.6, 17.2, 17.3, 17.4, 18.8, 18.9, 19.1, 19.2, 22.1, 22.2, and 22.3 must refer to the last 3 social years. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last 3 social years and to the current social year. Finally, we guide issuers to the unnecessary inclusion in the Reference Form of information that is not important to ensure that the document is a true, accurate, and complete portrait of its economic-financial situation and the risks inherent to its activities and the securities issued, such as repetitions of legal texts, explanatory notes, and parts of other documents.
9.1.4. Non-applicable information
If information requested in the Reference Form is not applicable to the issuer due to its characteristics, the same must expressly state this fact in the Form and include justification, explaining the reason why the requested information is not applicable to it.
Regarding the free text fields of the Empresas.Net system, if the information is not applicable, the issuer must indicate in the field itself the reasons that justify the non-presentation of the required information.
For example, if the issuer has not carried out a public distribution offer of securities in the last 3 social years, it must inform in items 10.7.a, 10.7.b, and 10.7.c that these are not applicable, given that the issuer has not carried out a public distribution offer of securities in the last 3 social years. It is noted that the mere declaration that the information is “not applicable” does not meet this purpose. In the case of the structured fields of the Empresas.Net system 3.5, 3.7, 3.8, 8.3, 9.1.a, 9.1.b, 9.1.c, 12.3, 12.7, 12.9, 12.10, 13.2, 13.11, 16.2, 17.2, 17.3, 17.4, 18.4, 18.5, 19.1, 19.2, 19.3, and 20.1, if the information is not applicable, the issuer must, instead of filling them out, disclose the reasons for the non-presentation of the required information, through the “Justify” icon.
9.2. Guidelines for filling out the Reference Form
9.2.1. Identification of persons responsible for the content of the Form (section 1)
In this item, the issuer must identify and present the declaration of its President and its Investor Relations Director attesting that:
a) they have reviewed the Reference Form; b) all information contained in the document complies with the provisions of CVM Instruction No. 480, especially Articles 14 to 19; c) the set of information contained therein is a true, accurate, and complete portrait of the economic-financial situation of the issuer and the risks inherent to its activities and the securities issued by it. It is emphasized that said declaration must be provided by the two people indicated in the rule (President, or equivalent position, and Investor Relations Director), except in the case where the same person holds both positions listed in the Instruction.
9.2.2. Auditors (section 2)
a. Information about independent auditors (item 2.1) In this item, historical information must be presented for the identification of the auditors who acted with the company in the last 3 social years, as well as for the services provided by them to the issuer.
In line with the provisions of Article 2 of CVM Instruction No. 381/03 and item 2.2 of the Reference Form, which requires the segregated disclosure of expenses incurred with audit services and with any other services provided by the independent auditor, in the description of the contracted services (letter “d”) it must be informed not only the services related to independent audit, but also any other services that are not external audit provided to the issuer by the independent auditor or by parties related to the independent auditor, as defined in CVM Resolution No. 642/10, which approved Technical Pronouncement CPC 05 (R1). The eventual substitution of the auditor (letter “e”) must be informed even when the change occurred due to the rotation of auditors provided for in Article 31 of CVM Instruction No. 308/99. In this case, as in other cases of alteration, the issuer's justification for the substitution of the auditor (subparagraph “i” of the

letter “e”) must contain the same content as the communication required in the caput of Article 28 of CVM Instruction No. 308/99.

If the auditor did not agree with the justification for their replacement, the information provided in response to item “ii” of letter “e” must reproduce any reasons presented by the auditor, in accordance with the communication provided for in paragraph 2 of Article 28 of CVM Instruction No. 308/99.

It is emphasized that the information regarding “End of service contract,” required in Table 2.1 of the Empresas.Net System, should not be included when the service provision is still ongoing. This information should only be included upon the termination of the relationship between the issuer and the independent auditor.

The issuer that did not have an auditor during the period covered by Table 2.1/2 must present, in Table 2.3, the justification for not presenting the information required in items 2.1 and 2.2 of the Reference Form.

b. Remuneration of independent auditors (item 2.2) The information regarding the total amount of remuneration of independent auditors must be provided only with respect to the last fiscal year.

In addition to the total remuneration amount, it must be informed how this amount is segregated between:
a) fees related to external audit services; and b) fees related to any other services provided, regardless of whether these services represented less than 5% (five percent) of the remuneration for external audit services, given that, unlike CVM Instruction No. 381/03, item 2.2 of Annex 24 of CVM Instruction No. 480/09 does not make any reservation regarding the amount of fees from which the information must be provided.

In both cases of external audit services and other services provided, the issuer must indicate, in a segregated manner, the amounts paid as consideration for each of the services that were reported in letter “d” of item 2.1.

c. Other information deemed relevant (item 2.3)
This item should be used to present other information not requested in section 2 of the Reference Form, which the issuer deems important for the complete understanding by investors of its relationship with the independent auditor, such as: the policy or procedures adopted by the issuer to avoid the existence of conflict of interest, loss of independence or objectivity of its independent auditors (item III of Article 2 of CVM Instruction No. 381/03) and the existence of relevant transfers of services or resources between the auditors and related parties with the issuer, as defined in CVM Deliberation No. 642/10, which approved Technical Pronouncement CPC 05 (R1).

9.2.3. Selected financial information (section 3)
a. Selected financial information (item 3.1)
In this field, the issuer must present, in addition to other accounting information it may have selected, the values of the following items indicated in letters “a” to “h”: equity; total assets; net revenue; gross result; net result; number of shares, excluding treasury shares; book value per share and net result per share.

When presenting the Reference Form annually, the information must refer to the last 3 financial statements closing the fiscal year. When presenting the Reference Form due to a request for registration of public distribution of securities, the information must refer to the last 3 financial statements closing the fiscal year and to the latest accounting information disclosed by the issuer.

The requirement to disclose information regarding the last three financial statements aims to allow comparison of the issuer's performance during the period.

The information must be provided based on the information contained in the issuer's financial statements or, when the issuer is obliged to disclose consolidated financial information, based on its consolidated financial statements.

For the calculation of the book value per share (letter “g”), it is recommended that the value of equity reported in the issuer's latest financial statements be used, so as to allow the investor to reconcile such numbers.

In the case of presenting the Reference Form due to a request for registration of public distribution of securities, when the values presented refer to the latest accounting information disclosed by the issuer, the accumulated balances in the result accounts must be disclosed.

In the preparation and review of the information presented in this field, the issuer must ensure that the disclosed values are consistent with those disclosed in its financial statements.

b. Non-accounting measurements (item 3.2)
In the disclosure of non-accounting measurements, the issuer must ensure that the values presented are reconcilable with the data contained in the financial statements and quarterly information it has disclosed, which were used for the preparation of the measurements.

c. Events subsequent to the last financial statements closing the fiscal year (item 3.3)
In this field, subsequent events that, in compliance with the rules provided in Technical Pronouncement CPC 24, approved by CVM Deliberation No. 593/09, appeared in the last financial statements closing the fiscal year or, in the case of presenting the Reference Form due to a request for registration of public distribution, in the latest accounting information disclosed by the issuer, must be identified and commented on.

Such comments must contain the information provided in said accounting standard, such as: (a) the nature of the event; and (b) the estimate of its financial effect or a statement that such estimate cannot be made, in the case of significant subsequent events that did not result in adjustments. It is also important to include information regarding the date of authorization for the issuance of the accounting statements, as they do not reflect events subsequent to that date.

The issuer must make clear whether the information provided in this item refers to the individual or consolidated financial statements.

d. Description of the policy for the allocation of results (item 3.4) This item aims to consolidate the history of the allocation of the issuer's results, including what was approved in the last Ordinary General Meeting.

In it, the issuer must describe the policy for the allocation of results it has adopted in the last 3 fiscal years, with the indication of the information required in letters “a” to “d”.

To assist user understanding, it is recommended that the information be provided in the form of a table, according to the following format:

Year 1 Year 2 Year 3 a. Rules on profit retention b. Values of Profit Retentions
c. Rules on dividend distribution
d. Frequency of dividend distributions e. Any restrictions on dividend distribution imposed by legislation or special regulation applicable to the issuer, as well as contracts, judicial, administrative or arbitral decisions

The description of the policy must be prepared based on the practices adopted by the issuer and the provisions on the subject existing in its Bylaws, and should not, therefore, be limited to the mere transcription of the provisions of Law No. 6.404/76 regarding the subject.

In the description of the rules regarding profit retention (letter “a”), the issuer must inform if, in addition to the mandatory reserves provided by legislation, it has other reserves regulated in the bylaws, informing their percentages, if it carried out retentions based on a capital budget in the period covered by this item of the Form, etc.

In addition to this information, the issuer must indicate, in a segregated manner, the values of all retentions that have been carried out in each of the years reported in this item of the Form.

e. Dividend distributions and profit retentions occurring in the last 3 fiscal years (item 3.5) The information presented in this item must be consistent with corporate resolutions and with the individual accounting information disclosed by the issuer.

As adjusted net income (letter “a”), the value of net income that served as the basis for the calculation of distributed dividends must be informed.

Note that the distributed dividend to be reported in letter “d” must be restricted to that calculated based on the income ascertained in the last fiscal year. Payments of dividends from income ascertained in previous years will be reported in item 3.6.

The return rate with respect to equity (letter “f”) must be calculated based on the division of the value of net income, before the adjustments referred to in letter “a”, by the value of equity in each fiscal year.

As retained net income (letter “g”), the portion of net income not distributed as dividends or interest on equity capital must be considered, that is, the sum of the allocations to reserves and profit retention.

It is worth clarifying that dividends or interest on equity capital attributed as dividends that have been distributed from retained profits or reserves constituted in previous fiscal years must be reported in item 3.6 of the Form.

f. Issuer's indebtedness level (item 3.7)
With regard to what is demanded in letter “a”, the total amount of debt must be understood as the sum of current liabilities and non-current liabilities.

The information disclosed in this item must be provided based on consolidated financial information, if the issuer is obliged to prepare them.

It is emphasized that the total amount of debt, of any nature, reported in item 3.7.a must coincide with the value disclosed in item 3.8 as the sum of debts with real guarantee, floating guarantee and unsecured debts.

It is also fundamental, in the event that the issuer uses another indebtedness index, the indication of the respective methodology and the reason why it understands that this index is appropriate for the correct understanding of the financial situation and the level of indebtedness of the issuer.

g. Issuer's obligations according to the nature and maturity date (item 3.8) In this item, the issuer must disclose, in the form of a table, the amount of its obligations, segregated according to the type of debt guarantee – real guarantee, floating guarantee and unsecured debts – and according to the maturity periods stipulated in letters “a” to “d” of this item.

Although there may be various subdivisions depending on the characteristics of the debts, the information on the issuer's indebtedness must be consolidated within the 3 categories mentioned in this item.

The basic information to be disclosed in the table provided for in this item, regarding the issuer's indebtedness profile, aims to provide, to the investor, a classification of the debts that allows verifying which portion of these is guaranteed by the issuer's assets and which is not, thereby allowing an understanding of the order of preference of the debts, in a eventual creditors' contest of the issuer.

Thus, for the categorization of debts in the required manner, the costliness of the guarantee to the issuer must be taken into account, and not to third parties.

Debts with guarantee of suretyship must be classified into one of the 3 categories set out in item 3.8. Debts without real or floating guarantee, regardless of the fact that they have suretyship guarantee, must be classified as unsecured debts.

Debts guaranteed with third-party assets, as they do not encumber the issuer's assets, must be considered as unsecured debts and classified as such in the table provided for in this item.

In order to facilitate understanding by investors, the issuer must include information in item 3.8 itself regarding the criteria used for the segregation of its debts according to the categories provided in the standard.

The issuer must also make clear, in the “Observation” field, whether the information provided in this item refers to the individual or consolidated financial statements.

h. Other relevant information (item 3.9)
In this item, the issuer must disclose other relevant information regarding financial aspects, such as, for example, the existence of provisions regarding cross-default in contracts and securities representing the issuer's debt, including between the issuer and companies of its economic group.

9.2.4. Risk factors (section 4)
a. Description of risk factors (item 4.1)
In this item, any risk factors that may influence the investment decision must be exposed, in order of relevance, in particular, those related to the issuer and its controller, directly or indirectly, or control group, its shareholders, its subsidiaries and affiliates, its suppliers, its customers, with the economic sectors in which the issuer operates and its respective regulation, and with foreign countries where the issuer operates.

It is worth clarifying that the matters contained in letters “a” to “i” consist of an illustrative list. Thus, when filling out this field of the Form, the issuer must discuss the risk factors applicable to it that may influence the investment decision.

The issuer may omit matters related to letters “a” to “i” of this item that are not applicable to it, but must add other matters not provided for in the illustrative list if they are relevant to its activities and capable of influencing the investment decision.

Given that the risk factors must be exposed in order of relevance, in the presentation of the comments, the issuer may modify the order of presentation of the matters cited in letters “a” to “i” of item 4.1. If there is more than one risk factor related to the same matter, its presentation must also be done in descending order of relevance.

All risk factors applicable to the issuer must be described without mitigation or omission of relevant information. The issuer's expectations regarding the increase or reduction of its exposure to risk factors, as well as the actions implemented to reduce its exposure, must be reported in item 4.2 of the Form.

The risk factors must be clearly identified and described in clear and objective language, so as to allow their understanding by the investor, and their possible impacts on the issuer or on the securities issued by it must also be commented on.

b. Comments on the expectation of reduction or increase in exposure to relevant risks (item 4.2) In this item, the issuer may comment, if they exist, on its expectations regarding the reduction or increase in its exposure to the risk factors described in the previous item. In the comments, the internal or external factors to the issuer that support the opinion issued must be explicit, and the possible measures adopted by the issuer to reduce exposure to risk factors may also be commented on.

c. Judicial, administrative or arbitral proceedings in which the issuer or its subsidiaries are parties (item 4.3)
In this item, the issuer must describe, with the presentation of the information required in letters “a” to “i”, the judicial, administrative or arbitral proceedings in which it or its subsidiaries are parties, which are not under seal and are individually relevant to the issuer or its subsidiaries.

For a better understanding by investors, the information must be organized by nature (administrative, civil, labor, tax and others).

The description of each of the proceedings must be presented in table format, according to the following model.

Case No. [●] a. court b. instance
c. date of initiation
d. parties to the proceeding e. values, assets or rights involved f. main facts g. chance of loss (probable, possible or remote) h. analysis of the impact in case of loss of the proceeding
i. value provided (if there is a provision)

It is alerted that only judicial proceedings running under confidentiality, administrative procedures conducted under confidentiality by determination of the administrative authority and arbitral procedures that, by the will of the parties, are confidential, are understood as confidential.

Relevance must be assessed by the issuer taking into consideration the capacity that the information would have to influence the investment decision.

In the evaluation of relevance, the issuer must not focus only on the ability of the proceeding to significantly impact its assets, its financial capacity or its business, or those of its subsidiaries, but must consider other factors that could influence the decision of the investing public, such as, for example, the image risks inherent to a certain practice of the issuer or legal risks related to the discussion of the validity of bylaw clauses.

In this sense, in the description of the proceeding, the issuer must clarify the reasons why it understands that the proceeding is relevant.

Regarding the case number, the number registered for monitoring in the judicial, administrative or arbitral spheres must be informed.

Proceedings running simultaneously in the administrative and judicial spheres must be reported in separate tables. However, in both tables there must be reference in the “main facts” (letter “f”) to the existence of the other administrative or judicial proceeding.

As “parties to the proceeding” (letter “d”), the parties constituting the passive and active poles of the proceeding must be identified, except with regard to judicial proceedings subject to the appreciation of the Labor Justice, where only the initials of the names of the parties must be indicated. In this sense, it is emphasized that Resolution of the National Council of Justice No. 121, of 05.10.2010, established restrictions on public consultation of labor proceedings via the worldwide computer network.

Regarding the “main facts” (letter “f”), all information necessary for investors to understand the cause discussed by the parties, its relevance to the issuer or its subsidiaries, and the situation in which the proceeding is located must be offered, in clear and objective language. Thus, the main procedural or administrative acts that have occurred must be reported, with their respective dates and summary of decisions, containing their motivations, so that the user of the information can form their own judgment.

With regard to the chance of loss (letter “g”), the following concepts must be considered:
a) probable: when the chance of one or more future events occurring is greater than the chance of not occurring; b) possible: when the chance of one or more future events occurring is less than probable, but greater than remote; c) remote: when the chance of one or more future events occurring is small.

The analysis of the impact in case of loss of the proceeding, required in letter “h”, must be done without omission of relevant information, demonstrating the amount of losses related to relevant proceedings and their possible impacts on the financial and asset situation of the issuer or its subsidiaries or on their businesses.

When reporting the “value provided” (letter “i”), it must maintain coherence with the chance of loss reported in letter “g”. For example, if the chance of loss reported in letter “g” is probable, the value provided must be presented in letter “i”.

When re-presenting the Form, if there is a change in the “value provided” (letter “i”) disclosed in the previous version, the issuer must inform the reason for the alteration.

It is emphasized that in the presentation of the Reference Form due to a request for registration of public distribution of securities, the information must be presented in an updated manner, as required in paragraph 2 of Article 24 of CVM Instruction No. 480/09.

d. Judicial, administrative or arbitral proceedings in which the issuer or its subsidiaries are parties and whose opposing parties are administrators or former administrators, controllers or former controllers or investors of the Company or its subsidiaries (item 4.4) In this item, the issuer must describe, with the presentation of the information required in letters “a” to “i”, the judicial, administrative or arbitral proceedings, which are not under seal, in which it or its subsidiaries are parties and whose opposing parties are administrators or former administrators, controllers or former controllers or investors of the Company or its subsidiaries.

All proceedings that fit this definition must be described, since Annex 24 of CVM Instruction No. 480/09 does not mention the issue of relevance in item 4.4.

The description of each of the proceedings must be presented in table format, according to the following model.

Regarding the case number, the number registered for monitoring in the judicial, administrative or arbitral spheres must be informed.

Proceedings running simultaneously in the administrative and judicial spheres must be reported in separate tables. However, in both tables there must

have reference in the "main facts" (letter "f") to the existence of the other administrative or judicial process.
As "parties in the process" (letter "d"), the parties comprising the passive and active poles of the process must be identified, except with regard to judicial processes subject to the review of the Labor Justice, where only the initials of the parties' names must be indicated. In this sense, it is noted that Resolution of the National Council of Justice No. 121, of 05.10.2010, established restrictions on the public consultation of labor processes via the worldwide computer network. Regarding the "main facts" (letter "f"), all information necessary for investors to understand the cause discussed by the parties, its relevance to the issuer or its controlled companies, and the status of the process must be provided in clear and objective language. Accordingly, the main procedural or administrative acts that have occurred must be reported, with their respective dates and summaries of decisions, including their motivations, so that the information user can form their own judgment. With regard to the chance of loss (letter "g"), the following concepts must be considered:
a) probable: when the chance of one or more future events occurring is greater than the chance of not occurring; b) possible: when the chance of one or more future events occurring is less than probable, but greater than remote; c) remote: when the chance of one or more future events occurring is small.
The analysis of the impact in case of loss of the process, required in letter "h", must be done without omission of relevant information or mitigation, demonstrating the amount of losses related to relevant processes and their possible impacts on the financial and asset situation of the issuer or its controlled companies or on their businesses. When reporting the "provisioned value" (letter "i"), consistency must be maintained with the chance of loss reported in letter "g". For example, if the chance of loss reported in letter "g" is probable, the provisioned value must be presented in letter "i". When resubmitting the Form, if there is a change in the "provisioned value" (letter "i") disclosed in the previous version, the issuer must report the reason for the alteration. Processes already described in item 4.3, which also fall under the information required in this item, may be cited here by reference. e. Information on relevant confidential processes in which the issuer or its controlled companies are parties that have not been disclosed in items 4.3 and 4.4 (item 4.5) Regarding relevant confidential processes in which the issuer or its controlled companies are parties, only the presentation of the following information is required, without the need to detail the cause: (a) analysis of the possible impact for the issuer or its controlled companies, in case of loss, without mitigation or omission of relevant information on the subject; and (b) disclosure of the values involved in these processes. It is alerted that only judicial proceedings that run under secrecy of justice, administrative procedures that are conducted under secrecy by determination of the administrative authority, and arbitral procedures that, by the will of the parties, are confidential, are understood as confidential. f. Repetitive or connected judicial, administrative, or arbitral processes, which are not under secrecy and which are relevant collectively, in which the issuer or its controlled companies are parties (item 4.6) In this item, the issuer must describe the judicial, administrative, or arbitral processes that are repetitive or connected, based on similar facts and legal causes, which are not under secrecy and which, when considered collectively, are relevant, in which the issuer or its controlled companies are parties. It is alerted that only judicial proceedings that run under secrecy of justice, administrative procedures that are conducted under secrecy by determination of the administrative authority, and arbitral procedures that, by the will of the parties, are confidential, are understood as confidential. The relevance must be assessed by the issuer taking into consideration the capacity the information would have to influence the investment decision of investors. In the assessment of relevance, the issuer must not focus solely on the capacity of the process to significantly impact its assets, financial capacity, or its businesses, or those of its controlled
companies, considering other factors that could influence the decision of the investing public, such as, for example, image risks inherent to a certain practice of the issuer or legal risks related to the discussion of the validity of statutory clauses. For a better understanding by investors, the information must be organized by nature (administrative, civil, labor, tax, and others) and subdivided by similar causes. With regard to what is required in letter "c" of this item, all information necessary for investors to understand the practice of the issuer or its controlled company that originated the contingency described must be provided in clear and objective language. g. Other relevant contingencies not covered by the previous items (item 4.7) Instruction 480/09 provides that the set of information contained in the Reference Form must be a true, accurate, and complete portrait of the issuer's economic-financial situation and the risks inherent to its activities and the securities issued by it. This item must be used for the presentation of information on other relevant contingencies not covered by the previous items, which the issuer considers important to support the investment decision by investors. Commitment Terms and Conduct Adjustment Terms celebrated by the issuer must be described in this item.

9.2.5. Market risks (section 5)
a. Description of main market risks (item 5.1) In this item, all relevant market risks to which the issuer is subject in the normal course of its activities, including with regard to exchange rate risks and interest rates, capable of influencing its operational results, financial situation, future perspective, and the decision of investors, must be described, quantitatively and qualitatively, in order of relevance and without mitigation or omission of relevant information. The issuer must describe how the indicated market risks can affect it. Thus, simple mention of generic factors, such as the possibility of alteration of government policies and actions, political instability, and financial market volatility, must be avoided. b. Description of the market risk management policy adopted by the issuer (item 5.2) Risk management policy is understood as the set of rules and objectives that form an action program, established by its administrators, in order to mitigate risks. In the description of the parameters used for risk management (letter "d"), the issuer must indicate the objective criteria that are monitored to verify the fitting or unfiting of its exposure, for which it must report the parameters/indices used in the management of the risks reported in item 5.1. The issuer must also indicate whether it uses financial instruments with objectives different from asset protection (hedge) (letter "e"), including with regard to operations associated with derivative instruments such as "Total Equity Return Swap". The information provided must include the objectives of the operations and the risks associated for the issuer or its shareholders. If it has implemented an organizational structure for risk management control (letter "f"), the issuer must describe it: (a) indicating the administration bodies, committees, or other similar structures involved; and (b) discriminating the specific responsibilities of each of these bodies, committees, or similar structures, and their members, in risk management control. Note that the committees or similar structures mentioned here must be reported in item 12.1"a" of the Form. If the issuer does not adopt an organizational structure or internal control systems aimed at verifying the effectiveness of the adopted policy (letter "g"), it must expressly state this fact. In this case, the issuer must also report the reason why it does not adopt these procedures. Possible projects for the implementation of new practices, development stage, and estimated time for adoption may also be commented on.

9.2.6. Issuer's history (section 6)
a. Brief history of the issuer (item 6.3)
In this item, information on the most important events, useful for investors to know and assess the evolution and history of the issuer, must be presented in an objective manner, such as: date of foundation and its founder; changes of name and corporate object; start and end of expansion program, if relevant; relevant corporate events already occurred, such as alienation or acquisition of control, merger, spin-off, or public offer to buy or sell shares; bankruptcy, reorganization; judicial or extrajudicial recovery, product diversification; development of new products; creation of a subsidiary of relevant nature; main projects or works executed; relevant disasters or losses, entry of foreign shareholder. b. Main corporate events through which the issuer or any of its controlled or affiliated companies have passed (item 6.5) In this item, the description of relevant corporate events involving the issuer or any of its controlled or affiliated companies must be presented, such as incorporations, mergers, spin-offs, share incorporations, alienations and acquisitions of corporate control, acquisitions and alienations of important assets. The importance of the alienated or acquired asset must be assessed by the issuer taking into account not only the value of alienation or acquisition, but also its relevance within its competitive, commercial, or operational strategy. It is noted that, for the purposes of the information to be provided in this item, the concept of affiliated company existing in CVM Deliberation No. 605/09, which approved CPC 18, must be used. With regard to the business conditions (letter "b"), all elements necessary for investors to understand the main characteristics on the basis of which the corporate event was carried out must be described, such as: price, form and payment term, eventual existence of suspensive clauses, agreements regulating voting rights, pending approval by regulatory bodies, and possible effects of the decision on the operation. It is alerted that the occurrence of incorporation, share incorporation, merger, or spin-off involving the issuer is one of the hypotheses that determines the update of the Reference Form by issuers registered in Categories A and B, as provided in item VIII of paragraph 3 and item IV of paragraph 4 of article 24 of Instruction 480/09. Thus, the occurrence of these events will entail, without prejudice to the provisions of CVM Instruction No. 358/02, the need to update the Reference Form within 7 (seven) business days counted from the date of the holding at which the operation was approved, with the update of the information provided due to item 6.5, as well as any other information provided in the Form that is affected by these events. If the event depends on the homologation of a specific regulatory body, the issuer must expressly state this information in item 6.5 itself.

c. Information on bankruptcy petition, based on a relevant value, or on judicial or extrajudicial recovery of the issuer, and on the current state of such petitions (item 6.6)
In this item, the existence of bankruptcy petitions of the issuer based on a relevant value and petitions for judicial or extrajudicial recovery of the issuer must be reported, presenting all information necessary for investors to know and understand the effects of these events on the issuer, such as: values involved, petitioner, court in which the petition is proceeding and its current state, measures eventually adopted by the issuer. It is noted that the decree of bankruptcy, judicial recovery, extrajudicial liquidation, or judicial homologation of extrajudicial recovery is one of the hypotheses that determines the update of the Reference Form by issuers registered in Categories A and B, as provided in item XI of paragraph 3 and item VI of paragraph 4 of article 24 of CVM Instruction No. 480/09. Thus, the occurrence of these events will entail, without prejudice to the provisions of CVM Instruction No. 358/02, the need to update the Reference Form in the manner provided in the legislation, with issuers in judicial recovery, in bankruptcy, and in liquidation subsequently being exempted from the delivery of the annual Reference Form in the manner provided in articles 36, 38, and 40 of CVM Instruction No. 480/09.
9.2.7. Issuer's activities (section 7)
a. Main activities developed by the issuer and its controlled companies (item 7.1) In this item, information useful and necessary for the investor to know the activities developed by the issuer and its controlled companies must be provided to the market, such as the corporate object of the issuer, market of operation, geographic diversification, among others. b. Information on operational segments of the issuer (item 7.2.) The information requested in letters "a" to "c" of this item must be provided relative to each of the operational segments that have been disclosed, in the manner of CVM Deliberation No. 582/09, which approved Technical Pronouncement CPC 22, in the financial statements of closing of the fiscal year or, when applicable, in the consolidated financial statements. In the annual presentation of the Form, the information must refer to the last 3 financial statements of closing of the fiscal year. In the presentation of the reference form due to the request for registration of public distribution of securities, the information must refer to the last 3 financial statements of closing of the fiscal year and the last accounting information disclosed by the issuer.
c. Information on products and services related to the operational segments disclosed in item 7.2 (item 7.3)
The information provided in this item must be prepared considering, as provided in item 7.2, the financial statements of closing of the fiscal year or, when applicable, the consolidated financial statements.
Regarding the characteristics of the production process (letter "a"), information necessary for the understanding of the issuer's production process must be provided in an objective manner, including, for example, information relative to: origin and holders of the technology used, comparison between annual production and installed capacity, comparison with productivity indicators characteristic of the activity sector, existence of insurance for machines, equipment, products, etc., risks inherent to the production process that may generate paralysis of activities, including time intended for maintenance, and other relevant aspects for a better understanding of the productive process. Regarding the characteristics of the distribution process (letter "b"), the methods of physical distribution of products and services must be reported, including information on the number of agencies, stores, dealers, fleet, etc., and also, if controlled, affiliated, direct or indirect holding companies, or companies owned by the controlling shareholder, are used in the process. The types of sales channels used must also be reported, such as intermediaries, representatives, own salespeople, etc. With regard to what is requested in letter "c", factors that influence the behavior of the markets in which the company operates must be presented in an objective manner, such as: tax benefits, monopoly or oligopoly situations, subsidies, level of competition, costs of raw materials and other expenses, dependence on technology and labor, use of concessions and franchises, special legislation. If there is seasonality (letter "d"), the period of the fiscal year in which it concentrates must be reported, as well as information on the impact, in percentage, of seasonality on the income accounts. d. Information on relevant long-term relationships of the issuer (item 7.8) This item must be used to describe long-term relationships not expressly mentioned in other items of the Reference Form that the issuer considers important for the understanding of other activities developed by it, such as: agreements maintained with national and foreign government instances or with communities, social and environmental responsibility policies, information on sustainability practices, sponsorship and cultural incentive adopted by the issuer, main projects developed in these areas or in which it participates, among others. In this item of the Form, the issuer may also report if it prepares and discloses a sustainability report or similar document (integrated report, annual report with social and environmental information, social balance sheet, social responsibility report, etc.) and indicate the electronic address on the worldwide computer network where it can be consulted. Possible projects for the implementation of the practice of preparing and disclosing a sustainability report or similar document, development stage, and estimated time for its adoption may also be commented on.
9.2.8. Economic group (section 8)
a. Description of the Economic Group in which the issuer is inserted (item 8.1) For the purposes of this item, Economic Group is understood as the set of companies in which the issuer is inserted and which present common control. It covers the direct and indirect controllers of the issuer, as well as controlled and affiliated companies of the issuer and companies under common control. Thus, the information requested in letters "a" to "e" must be provided in relation to the companies cited above, accompanied by the respective participations existing along the corporate chain, regardless of whether the companies involved constitute a group of companies, by convention, in accordance with article 265 of Law No. 6.404/76. For the identification of the controlled and affiliated companies of the issuer (letter "b"), the direct and indirect participations of the issuer in the companies involved must be considered. The issuer's participations in companies of the group (letter "c") must be indicated in percentage. It is noted that letter "d" requires the participations held by other companies of the group, which are not direct or indirect controllers, in the issuer. Letter "e", in turn, refers to companies that have the same controllers as the issuer, without being its controlled companies, since these are already requested in letter "b". It is noted that the alteration of the controlling shareholders of the issuer, direct or indirect, as well as the carrying out of incorporation, share incorporation, merger, or spin-off operations involving the issuer are two of the hypotheses that determine the update of the Reference Form by issuers registered in Categories A and B, as provided in items V and VIII of paragraph 3 and items III and IV of paragraph 4 of article 24 of Instruction 480/09. Thus, the existence of alteration of the controlling shareholders of the issuer, direct or indirect, as well as the carrying out of the restructuring operations mentioned above that come to alter the information contained in this item, will entail, without prejudice to the provisions of CVM Instruction No. 358/02, the need to update the Reference Form within 7 (seven) business days counted from the date of occurrence of the fact, with the update of the information provided due to item 8.1, as well as any other information provided in the Form that is affected by this event. b. Organizational chart of the economic group (item 8.2) Although the presentation of the organizational chart of the economic group in which the issuer is inserted is optional information, its disclosure in the Reference Form is recommended, as it facilitates the visualization and understanding by investors of the corporate relationships maintained by the issuer with other companies of the group and about the form of organization with which its businesses are structured. CVM Instruction No. 480/09 determines that the information inserted in the organizational chart must be compatible with those
presented in item 8.1 of the Reference Form. In the organizational chart, the percentage of shares held by each of the controllers of the issuer and by "other shareholders" relative to the total of ordinary and preferred shares and to the total capital of the company must be indicated. The issuer's participations in controlled and affiliated companies and in companies of the group must be indicated as a percentage of the total capital of the companies involved.

It is emphasized that, if the organizational chart of the economic group is presented, it must be updated whenever the information in item 8.1 is updated.

c. Description of restructuring operations occurred in the Economic Group (item 8.3)

In this item, any corporate restructuring operations that have occurred in the economic group, with relevant effects for the issuer, must be described, such as mergers, consolidations, spin-offs, share incorporations, alienations and acquisitions of corporate control, acquisitions and alienations of important assets.

The importance of the alienated or acquired asset must be assessed by the issuer taking into account not only the value of alienation or acquisition, but also the relevance of the asset in the competitive, commercial, or operational strategy of the economic group.

In view of the provisions of item 8.1, the above-mentioned operations that have occurred involving the following must be described in this item:
a) the issuer; b) direct and indirect controllers of the issuer; c) subsidiaries and affiliates of the issuer; d) companies in the economic group that hold stakes in the issuer; e) companies under common control.

Given that in item 6.5 relevant corporate events involving the issuer or any of its subsidiaries or affiliates must already be described, operations involving these companies that have already been described in item 6.5 may be cited in item 8.3 by reference.

If the issuer does not opt for this procedure, it is worth remembering that the occurrence of a merger, share incorporation, consolidation, or spin-off involving the issuer is one of the hypotheses that determines the update of the Reference Form by issuers registered in Categories A and B, as provided for in item VIII of paragraph 3 and item IV of paragraph 4 of article 24 of Instruction 480/09.

Thus, the occurrence of these events will entail, without prejudice to the provisions of CVM Instruction No. 358/02, the need to update the Reference Form within 7 (seven) business days counted from the date of the assembly in which the operation was approved, with the update of the information provided due to item 8.3, as well as any other information provided in the Form that is affected by these events. If the event depends on the homologation of a specific regulatory body, the issuer must expressly state this information in item 8.3 itself.

9.2.9. Relevant assets (section 9)

a. Description of non-current asset items relevant for the development of the issuer's activities (item 9.1)

Information regarding companies in which the issuer has participation (letter “c”) must be provided only with respect to companies considered relevant by the issuer for the development of its activities, especially data relating to directly and indirectly controlled entities, when relevant.

For the purposes of letters “vii” and “ix” of letter “c”, the book value of the participations to be reported corresponds to the value recorded in non-current assets, that is, the value resulting from the application of the equity method, in the case of subsidiaries and affiliates, or by acquisition cost, deducted by provision for possible losses in the realization of their value, when this loss is proven to be permanent, in the case of other participations.

With regard to letters “viii” and “x” of letter “c”, for the purpose of calculating the market value of the participation, the closing quote of the last business day of the fiscal year in which there was a transaction must be considered. The information must be provided considering the type and class of shares subject to the participation.

Information regarding the appreciation or depreciation of participations required in letters “ix” and “x” of letter “c” must be provided in percentages.

9.2.10. Directors' comments (section 10)

This section of the Form aims for directors to provide investors with comments (their overall view) of the issuer's business and the factors underlying the result of its operations and its financial situation during the period covered by the financial statements, including with regard to the main trends and factors that may affect the future development of the entity.

In this section of the Form, directors have the opportunity to highlight and explain the factors that most affected the financial, economic, and equity situation of the issuer, in order to allow a more precise interpretation of these facts by investors, enabling them to see the company through the eyes of the board.

Thus, the information provided in response to the requests in the items of this section of the Form, and especially in items 10.1 and 10.2, should not be a mere description or repetition of information already presented in other sections of the Reference Form or in the issuer's financial statements. It is up to the directors to provide additional data and the necessary comments so that the investor can understand and evaluate the context in which the information present in their financial statements is inserted.

In this sense, it is recommended to avoid the mere citation of situations that can be directly observed by the investing public, such as references to percentages of growth or decline of accounts or lines of the result.

It is intended that the reasons that led to their occurrence be clarified, and what measures will be taken to maintain, enhance, or correct this situation.

Directors must ensure that the information provided in this section of the Form presents the same quality, breadth, and depth as those that would be disclosed by them in a public distribution prospectus of securities.

If the issuer prepares consolidated financial statements, the information in this section of the Form, when applicable, must be provided based on these statements, and the issuer must clearly identify this fact in the corresponding item of this section of the Form.

a. Financial and equity conditions and Result of operations (items 10.1 and 10.2)

In the annual presentation of the reference form, the information required in items 10.1 and 10.2 must refer to the last 3 financial statements closing the fiscal year. In the presentation of the reference form due to the request for registration of public distribution of securities, the information required in these items must refer to the last 3 financial statements closing the fiscal year and the latest accounting information disclosed by the issuer.

We draw attention that Annex 24 of CVM Instruction No. 480/09 requires in a note that, whenever possible, directors comment in these fields on the main known trends, uncertainties, commitments, or events that may have a relevant effect on the financial and equity conditions of the issuer and, in particular, on its result, its revenue, its profitability, and on the conditions and availability of financing sources.

It is emphasized that the information above requested regarding the disclosure of trends should not be confused with the disclosure of projections or estimates, which is the object of section 11 of the Form, or with the disclosure of the sensitivity analysis table provided for in CVM Instruction No. 475/08.

At this point, it is important to differentiate the concepts of projection, the disclosure of which is optional and is reported in section 11 of the reference form, from that of trend. The trend does not coincide with projection because it is not quantified.

While projection refers to an estimate of reaching a possible value or range of values for a variable of interest (prices, sales, profits, etc.), conditioned by the occurrence of some premises, the trend is associated with the continuity (or not) of a past and present movement, already known by the market, since it is reflected in the information regularly disclosed by the issuer, such as history of sales growth, price drops, etc., and therefore, they can be commented on to allow investors to see the company's situation from the management's perspective. In effect, the causes of the detected movement must be commented on, and its perspective of continuity (or not), based on facts that have already occurred, not to occur, as in the case of projections.

It is also worth noting that administrators must weave their comments in the most objective way possible, dealing specifically with the theme provided for by the statement. Care should be taken with excessive generality in comments, as this can lead to misinformation.

In comments relating to financial conditions (letter “a” of item 10.1), the issuer must present a reasoned analysis based on indicators (of liquidity, indebtedness, etc.).

In comments on the capital structure (letter “b” of item 10.1), the issuer must also provide information on the financing pattern of its operations, by equity and third-party capital, as well as information relating to the redemption of shares or quotas.

Note that the information on financing sources for working capital and for investments in non-current assets to be provided in letter “d” of item 10.1 is of a past nature, whereas the information provided in letter “e” of item 10.1 is of a prospective nature. Therefore, the information provided in letter “d” of item 10.1 must maintain comparability with that contained in the issuer's financial statements.

Information on the issuer's indebtedness levels and debt characteristics (letter “f”) must take into account the information on the subject disclosed in item 3.7 of the Reference Form. Even if there is no degree of contractual subordination between debts, directors must include, in compliance with item 10.1.f.iii, comments on the subordination among the obligations registered in the current liabilities of the balance sheets that integrate the financial statements corresponding to the last 3 fiscal years, in view of the order of precedence in any universal creditors' contest.

In addition, restrictive clauses (covenants) existing in financing contracts entered into by the issuer must be reported in item 10.1.f.iv, accompanied by their respective indices.

The issuer must report, in letter “g” of item 10.1, the percentages used of the financing already contracted, a situation applicable, for example, to long-term project financing.

In compliance with the provisions of letter “h” of item 10.1, the issuer must include, preferably in the form of a table, horizontal and vertical analysis of significant variations in relevant accounts. The mere transcription of equity and income accounts does not fulfill this purpose.

b. Events with relevant effects, occurred and expected, in the financial statements (item 10.3)

In this item, directors must comment on the relevant effects that the introduction or alienation of an operating segment, constitution, acquisition or alienation of corporate participation and events or the realization of unusual operations have caused or are expected to cause on the issuer.

It is emphasized that the requested comments must be made regarding events already disclosed by the issuer in the form of CVM Instruction No. 358/02.

Regarding the expected effect, it is worth indicating that the information requested here should also not be confused with the disclosure of projections or estimates, which is the object of section 11 of the Form. What the Form requires in item 10.3 is the board's analysis of the potential impact that the indicated events, already disclosed by the issuer, may produce on the financial statements and the result of the issuer.

For the purposes of the information provided in item 10.3, the concept of operating segment must be understood as equivalent to the accounting concept of “cash-generating unit”.

c. Significant changes in accounting practices and Reservations and emphases present in the auditor's report (item 10.4)

Directors must comment in this item on all the issues cited in letters “a”, “b”, and “c”.

In comments on significant changes in accounting practices (letters “a” and “b”), directors must not limit themselves to the mere transcription of the information provided on the subject in the financial statements or to the simple listing of the CPCs adopted in each fiscal year. In this item, directors must insert comments that allow investors to understand the reason for the change, the differences of the new practices adopted in relation to the previous model, and the significant effects caused on the result of the financial statements.

Comments on the reservations and emphases of the independent auditor (letter “c”) must be made regardless of the directors' judgment on their relevance. They must also not be limited to the mere transcription of the information present in the auditor's report, with directors inserting comments on all aspects present in the report.

d. Critical accounting policies (item 10.5)

In this item, directors must indicate and comment on the critical accounting policies adopted by the issuer, understood here as any accounting practice that, in the issuer's assessment, if altered, would entail a relevant accounting change.

The mere transcription of the information provided on the subject in explanatory notes of the financial statements does not fulfill the purpose of the standard and should be avoided. In this item, directors must comment on the reasons that led them to adopt certain accounting policies and to make the estimates contained in the accounting information.

e. Internal controls relating to the preparation of financial statements: degree of efficiency and deficiency and recommendations present in the auditor's report (item 10.6)

The information requested in item 10.6 regarding the deficiencies and recommendations indicated by the independent auditor with respect to the internal controls adopted by the issuer to ensure the preparation of financial statements must be provided in line with the auditor's report provided for in item II of article 25 of CVM Instruction No. 308/99.

It is worth observing that this field should not be filled with the mere transcription of the auditor's report. Directors must insert their comments, at least, on: (a) the deficiencies reported by the auditor and their classification (significant or other deficiencies); (b) the respective recommendations of the auditors; and (c) the measures adopted to correct such deficiencies.

In general, item 10.6.b of the Reference Form must contain, at a minimum, comments relating to significant deficiencies. However, it is important to stress that it is up to the directors, making their own judgment regarding the probability and possible magnitude of distortions that may arise in the accounting statements as a result of the deficiencies pointed out by the auditor, to evaluate the relevance and need to disclose comments relating to other deficiencies identified by the auditors.

9.2.11. Projections (section 11)

a. Disclosure of Projection (item 11.1)

The disclosure of projections and estimates by the issuer is optional in accordance with article 20 of CVM Instruction No. 480/09.

In line with the provisions of items II, III, and IV of paragraph 1 of article 20 of CVM Instruction No. 480/09, it is emphasized that the projections disclosed by the issuer in this item of the Reference Form, and in the form of CVM Instruction No. 358/02, must be:
a) identified as hypothetical data that do not constitute a promise of performance; b) reasonable; and c) accompanied by the relevant premises, parameters, and methodology adopted, and whenever projections and estimates are provided by third parties, the sources must be indicated.

As provided for in paragraph 2 of article 20 of CVM Instruction No. 480/09, the projections or estimates disclosed in this item of the Reference Form, and in the form of CVM Instruction No. 358/02, must be revised at a time interval adequate to the object of the projection, which in no case may exceed 1 (one) year.

It is worth remembering that the alteration in projections or estimates or disclosure of new projections or estimates is one of the hypotheses that determines the update of the Reference Form by issuers registered in Categories A and B, as provided for in item IX of paragraph 3 and item V of paragraph 4 of article 24 of Instruction 480/09.

Thus, the occurrence of any of these events will entail, without prejudice to the provisions of CVM Instruction No. 358/02, the need to update the Reference Form within 7 (seven) business days counted from the date of the alteration or the disclosure of new projections or estimates, with the update of the information provided in this item, as well as any other information provided in the Form that is affected by these events, including with regard to item 11.2 below.

b. Monitoring and alteration of projections disclosed during the last 3 fiscal years (item 11.2)

This item requires that an issuer that has disclosed projections in the last 3 fiscal years report:
a) which are being replaced by new projections included in the Form and which of them are being repeated; b) regarding projections relating to periods already elapsed, the comparison of the projected data with the actual performance of the indicators, clearly indicating the reasons that led to deviations in the projections;

c) regarding projections relating to periods still in progress, whether the projections remain valid on the date of delivery of the Form and, when applicable, explain why they were abandoned or replaced.

Thus, the issuer must use this item to provide information relating to: (a) the revision of projections or estimates disclosed in item 11.1, provided for in paragraph 2 of article 20 of CVM Instruction No. 480/09; (b) the monitoring of projections and estimates disclosed in item 11.1; and (c) the alteration or disclosure of new projections and estimates reported in item 11.1.

With regard to the monitoring of projections or estimates disclosed, it is alerted that CVM Instruction No. 480/09 determines that 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 of article 20).

9.2.12. General assembly and administration (section 12)

a. Description of the issuer's administrative structure (item 12.1)

In this item, the issuer must describe its administrative structure, based on what is provided for in its bylaws and internal regulations.

In preparing the description of the attributes of the statutory bodies and committees, the issuer must ensure that the information provided is consistent with what is provided for in its bylaws.

The description of the attributes and individual powers of the members of the board of directors (letter “d”) must be presented by the issuer, even if the individual attributes and powers are provided only in the company's internal regulations.

With regard to what is requested in letters “c” and “e”, any types of performance evaluation mechanisms for the bodies or committees that make up the administrative structure of the issuer must be reported, as well as any types of performance evaluation mechanisms for the members of the board of directors, the committees, and the board of directors, even if these evaluation mechanisms do not directly influence the determination of remuneration of the components.

The information on evaluation mechanisms that are provided by the issuer in letters “c” and “e” of this item must be reconciled with the information provided in section 13 of the Form, when the evaluation mechanisms described here are taken into consideration for the determination of remuneration.

The committees or similar structures that participate in the issuer's risk management policy reported in item 5.2”f” must also be described in item 12.1”a” of the Form.

b. Description of the rules, policies, and practices relating to general assemblies (item 12.2)

In this item, the issuer must report the practices and policies adopted by it regarding general assemblies.

Issuers that have adopted differentiated practices regarding deadlines for summons (letter “a”), competencies of the assembly (letter “b”), and mechanisms

destined to allow the inclusion, in the agenda, of proposals formulated by shareholders (letter “i”) or that have developed a structured policy for the identification and management of conflicts of interest (letter “d”) must describe, clearly and objectively, the practice adopted or the policy developed.

Issuers that do not adopt a differentiated practice regarding the procedures mentioned in letters “a”, “b” and “i” must only: (a) inform that they do not adopt a differentiated practice regarding the provisions of corporate law; and (b) include information on the minimum requirements provided for in the legislation regarding the subject, avoiding, however, the mere reproduction of the legal text.

Issuers that have not developed a structured policy for the identification and management of conflicts of interest (letter “d”) must only inform of this fact, without including, in this case, information on the legal treatment given to the subject.

With regard to letter “f”, all issuers must describe the rules provided for in the bylaws and the practices adopted by the issuer in the assemblies held in the last fiscal year regarding the formalities necessary for the acceptance of instruments of proxy granted by shareholders, indicating whether the issuer admits proxies granted electronically. The information provided must include the indication of the prior deadline for deposit of the instrument, if applicable.

The eventual statutory rules and the practices adopted by the issuer in the previous fiscal year regarding the documents and formalities required to prove the quality of shareholder and participation in assemblies must also be informed. The information provided must include the indication of the advance deadline for deposit of the document usually applied by the issuer in the last assemblies.

In order to guarantee investors access to other important information about the issuer's practices regarding general assemblies, it is also suggested that item 12.12 (below) be informed, regarding assemblies held in the last 3 (three) years: (i) the date of holding; (ii) cases of installation in second call; and (iii) the quorum for installation of each assembly.

c. Dates and newspapers of publication of the information required by Law No. 6.404/76 (item 12.3)

In this item, the issuer must inform, in table form:
a) the name of the official body of the Union, State or Federal District, according to the location of the issuer's headquarters, and of the newspaper of large circulation edited in the place where the issuer's headquarters is located, which have been used by the company, in the form of article 289 of Law No. 6.404/76, for the publication of the information cited in letters “a” to “d” of this item; and b) date of publication of the information cited in letters “a” to “d” of this item.

The information must refer to the financial statements of the last 3 fiscal years, even if the publications occur in the current fiscal year.

The issuer must ensure that the publication dates cited in letters “a” to “d” of this item are compatible with the information already disclosed in the IPE System.

d. Description of the issuer's rules, policies and practices relating to the board of directors (item 12.4)

In this item, the issuer must describe the rules, policies or practice adopted by it regarding the functioning of the board of directors, indicating:
(a) frequency of meetings; (b) provisions existing in a shareholders' agreement that establish restriction or linkage to the exercise of voting rights of board members; and (c) rules for the identification and management of conflicts of interest.

If the issuer does not adopt rules for the identification and management of conflicts of interest, it must only indicate this fact. In this case, the issuer must include information on the reason why it does not adopt this procedure.

Possible projects for the implementation of new practices, stage of development and estimated time for adoption may also be commented on.

It is emphasized that the celebration, amendment or termination of a shareholders' agreement filed at the issuer's headquarters or of which the controller is a party regarding the exercise of voting rights or control power of the issuer is a circumstance that determines the update of the Reference Form by Category A issuers, as provided for in item X of paragraph 3 of article 24 of Instruction 480/09.

Thus, the celebration, amendment or termination of shareholders' agreements that establish restriction or linkage to the exercise of voting rights of board members will entail, without prejudice to the provisions of CVM Instruction No. 358/02, the need to update the Reference Form within 7 (seven) business days of its filing at the issuer's headquarters, with the update of the information provided in light of letter “b” of this item, as well as any other information provided in the Form that is affected by these events.

e. Identification of administrators and members of the fiscal council (item 12.6)

In this item, the issuer must identify, in table form, the members of the board of directors, the statutory board of directors, and the fiscal council, with the presentation of the data required in letters “a” to “j”.

The issuer must pay attention to the correct identification of the administration members who participate in more than one body, such as, for example, the board of directors and the statutory board of directors. The same administration member should not be identified twice in cases of accumulation of positions in the issuer's bodies.

It is worth remembering that Instruction 480/09 included, in item I of paragraph 3 and in item I of paragraph 4 of article 24, as a circumstance that determines the update of the Reference Form, the alteration of:
a) administrator or member of the fiscal council of the issuer, for issuers registered in Category A; and b) administrator, for issuers registered in Category B.

Thus, the occurrence of these events will entail the need to update the Reference Form within 7 (seven) business days of the date of election, with the update of the information about the administrators or members of the fiscal council provided by Category A issuers in attention to items 12.6, 12.8, 12.9 and 12.10 and by Category B issuers in attention to items 12.6 and 12.8, as well as any other information provided in the Form that is affected by these events.

It is emphasized that the above-mentioned update must be carried out even in cases of re-election.

If, by the deadline for the mandatory update of the information, the alteration of the administrator is pending homologation by a specific regulatory body or has not yet taken place, the issuer must proceed with the update of the Form providing in item 12.12, regarding the administrator, the information required in items 12.6, 12.8, 12.9 and 12.10 (as exigible for its registration category), as well as informing that the alteration or appointment is pending. Upon homologation or appointment, the issuer must update, according to its registration category, items 12.6, 12.8, 12.9 and 12.10 so as to reflect the new composition of its administration and remove from item 12.12 the information previously provided regarding the administrator.

f. Identification of members of statutory committees and of audit, risk, financial and remuneration committees (item 12.7)

In this item, the issuer must indicate, in table form, the same information required in letters “a” to “j” of item 12.6, regarding:
a) members of audit, risk, financial and remuneration committees or similar organizational structures, created by statutory provision; b) members of audit, risk, financial and remuneration committees or organizational structures, in cases where these, even if not statutory, participate in the decision-making process of the issuer's administration or management bodies as consultants or auditors; c) members of the other committees provided for in the Issuer's Bylaws.

g. Information on administrators and members of the fiscal council (item 12.8)

The information relating to the curriculum of administrators and members of the fiscal council must contain the information required in items “a.i” and “a.ii”. The information must be provided objectively, without the inclusion of information or statements that denote judgment on the quality of the administrator.

In attention to letter “b” of this item, the following information must be provided regarding administrators and members of the fiscal council of the issuer, regarding the following events that have occurred during the last 5 years:
a) any criminal conviction, even if not final, with indication of the stage in which the process is; b) any conviction in a CVM administrative process and the penalties applied, even if not final, indicating whether the corresponding process is under appeal in the Financial System Resources Council; c) any final conviction, in the judicial or administrative sphere, that has suspended or disqualified him from practicing any professional or commercial activity.

h. Agreements, including insurance policies, for payment or reimbursement of expenses borne by administrators (item 12.11)

In the case of the existence of an insurance policy, which provides for the payment or reimbursement of expenses borne by administrators, resulting from reparation of damages caused to third parties or to the company, the issuer must include, in addition to the description of the insurance provisions, information on the value of the civil liability insurance premium for administrators.

i. Other information deemed relevant (item 12.12)

In order to guarantee investors access to other important information about the issuer's practices regarding general assemblies, it is suggested that this item be informed, with regard to assemblies held in the last 3 (three) years: (i) the date of holding; (ii) cases of installation in second call; and (iii) the quorum for installation of each assembly.

9.2.13. Remuneration of administrators (section 13)

a. Description of the remuneration policy or practice of the board of directors, the statutory and non-statutory board of directors, the fiscal council, the statutory committees and the audit, risk, financial and remuneration committees (item 13.1)

In this item, the issuer must describe, clearly and objectively, the remuneration policy or practice adopted by it for the members:
a) of the board of directors, the statutory and non-statutory board of directors and the fiscal council; b) of the audit, risk, financial and remuneration committees or similar organizational structures, created by statutory provision; c) of the audit, risk, financial and remuneration committees or similar organizational structures, even if not statutory, if such committees or structures participate in the decision-making process of the issuer's administration or management bodies as consultants or auditors; and c) of the other committees provided for in the Issuer's Bylaws.

The qualitative description of the remuneration policy or practice must comprise, at minimum, the information required in letters “a” to “g” of this item, and the issuer may provide additional information deemed pertinent for its better understanding by investors, such as changes implemented in relation to the policies or practices adopted in previous fiscal years.

To facilitate understanding by investors, it is recommended that, whenever there are significant variations between remuneration practices and policies among the different bodies, the information requested in this item be presented by body.

The issuer must describe the elements that make up the total remuneration practiced by it and the objectives of each of them (item 13.1.b.i). “Remuneration elements” are understood to be the portions of remuneration described in letter “c” of item 13.2. Thus, the remuneration elements described in item 13.1.b.i must be in line with the information provided in item 13.2 and vice versa.

The issuer must also describe the direct and indirect benefits, disclosing their components. Direct or indirect benefits are understood to be the right to medical, dental, life insurance, car, fuel, housing, educational assistance, etc.

Post-employment benefits were defined in Technical Pronouncement No. 33 of the CPC, approved by CVM Deliberation No. 600/09. In the information relating to the subject, values relating to private pension plans must be included.

In attention to item 13.1.b.ii, the issuer must inform the participation held by each element of the remuneration described in item 13.1.b.i in the total remuneration. Such information must be provided for each body, committee or similar structure that has been cited in item 13.1, and the issuer may present them in the form of a graph or table.

The issuer must also present all the information necessary for understanding the methodology used to establish the value and form of adjustment of remuneration (item 13.1.b.iii), describing the organizational structures involved, the responsibility of each of the bodies and members involved, as well as the criteria used by them. For example, if the issuer takes into consideration, for the fixing and adjustment of remuneration, market practices, it must specify how the company monitors and verifies these practices, as well as include detailed information on the comparison criteria used by it (for example, if based on companies of the same size or different size, same sector or different sectors, etc.).

With regard to the performance indicators taken into consideration for the determination of each element of remuneration (item 13.1.c), the issuer must, without the need to specify internal targets established, disclose the indicators used by it to assess individual or company performance, mainly with regard to the variable portions of remuneration, indicating if these are based, for example, on the result of the sale of products and services, on the operational result of the company, on net revenue, EBITDA, market value of shares, etc.

In attention to item 13.1.f, the issuer must inform if there are portions of the remuneration received by administrators and other persons cited in the caput of item 13.1, due to the exercise of the position in the issuer, that are supported by subsidiaries, controlled companies or direct and indirect controllers. Such information must also include the identification of the type of remuneration received (considering the portions of remuneration described in letter “c” of item 13.2) and the company or controller that supported it. In addition, the values must be segregated by administration body. Where applicable, the information must be reconciled with that required in item 13.15.

b. Remuneration of the board of directors, the statutory board of directors and the fiscal council (item 13.2)

In this item, the issuer must provide, in table form, by body, quantitative data on the annual remuneration attributed to the board of directors, the statutory board of directors and the fiscal council, segregated between their different fixed and variable components, according to the content specified in letters “a” to “e” of this item.

The information must refer not only to the remuneration recognized in the issuer's result of the last three fiscal years, but also to that forecast for the current fiscal year, discriminating the portions of remuneration described in letter “c”.

Direct or indirect benefits (item 13.2.c.i) are understood to be the right to medical, dental, life insurance, car, fuel, housing, educational assistance, etc.

Post-employment benefits (item 13.2.c.iii) were defined in Technical Pronouncement No. 33 of the CPC, approved by CVM Deliberation No. 600. In the information relating to the subject, values relating to private pension plans must be included.

The values of share-based remuneration (item 13.2.c.v) must be informed in line with the definition of share-based remuneration, paid in shares or money, contained in CVM Deliberation No. 650/10, which approved Technical Pronouncement CPC 10 (R1), regardless of whether the entity's equity instruments were granted by the issuer itself or by its shareholder. The same applies to the information required in items 13.4, 13.6, 13.7 and 13.8.

The remuneration values informed must be net of social charges that are the employer's burden. The issuer must highlight, in a segregated manner, the value corresponding to INSS contributions, which are the employer's burden, recognized in its result. When applicable, the values of the charges incident on fixed and variable remuneration must be informed, respectively, in letters “c.i” and “c.ii” (“others”).

The number of members of each body (letter “b”) must correspond to the annual average of the number of members of each body calculated monthly, with two decimal places. For example: in a company whose monthly distribution of the number of members of a certain body is that described in the table below, the number of members must be calculated as specified below:

Month No. members
January 7
February 7
March 7
April 7
May 6
June 6
July 7
August 7
September 5
October 5
November 5
December 5
Total 74
No. of members (item 13.2 “b”) = 74/12 months = 6.17 members

The issuer must make it clear in the “Observation” field of item 13.2 itself that the number of members of each body (letter “b”) was calculated as specified above.

To avoid duplication, the remuneration values must be calculated by body. In cases where the same administrator holds a position in the statutory board of directors and in the board of directors, the remuneration received by him as a member of the board of directors should not be computed for the purpose of calculating the remuneration of the board of directors and vice versa.

The value, by body, of the remuneration (letter “d”) corresponds to the total value of the annual remuneration of each of the bodies, that is, to the sum of all the portions covered in letter “c” that have been attributed to the members of the body in the fiscal year.

The total value of the remuneration of the board of directors, the statutory board of directors and the fiscal council (letter “e”) corresponds to the sum of the total remunerations of the three bodies indicated in letter “d”.

The information about the current fiscal year must be presented considering the number of members and the annual remuneration forecast by the issuer.

c. Variable remuneration of the board of directors, the statutory board of directors and the fiscal council (item 13.3)

In this item, the issuer must provide, in table form, by body, additional information on the values informed in the table provided for in item 13.2 regarding bonuses and profit sharing attributed by it to the members of the board of directors, statutory board of directors and fiscal council.

The information required in letters “a” to “d” must be provided not only regarding the variable remuneration of the last 3 fiscal years, but also regarding that forecast for the current fiscal year.

The information about the current fiscal year must be presented considering the number of members and the annual variable remuneration forecast by the issuer.

To avoid duplication, the annual remuneration values must be calculated by body. In cases where the same administrator holds a position in the statutory board of directors and in the board of directors, the remuneration received by him as a member of the board of directors should not be computed for the purpose of calculating the remuneration of the board of directors and vice versa.

The number of members of each body (letter “b”) must correspond to the number of directors and councilors to whom variable remuneration recognized in the issuer's result in the fiscal year was attributed.

The information required in letters “c” and “d” must be provided in current currency, even when the remuneration attributed as bonus or profit sharing is fixed based on another criterion, such as, for example, number of salaries. In this case, the issuer may include in a note to the table provided for in item 13.3 information on the criterion actually used for the calculation of these remunerations.

The minimum value provided for in the variable remuneration plan, whether in the form of bonus or profit sharing (letters “c.i” and “d.i”), is understood to be the amount to be paid if the administrator reaches the minimum level of expected performance.

The table required in this item must be presented according to the model below and must be consistent with the values informed in table 13.2, comprising all portions referring to bonuses and profit sharing recognized in the issuer's result.

Variable remuneration forecast for the current fiscal year (20XX) Board of Directors Statutory Board of Directors Fiscal Council Total No. of members Bonus Minimum value provided for in the remuneration plan Maximum value provided for in the remuneration plan Value provided for in the remuneration plan, if targets are met Profit sharing Minimum value provided for in the remuneration plan Maximum value provided for in the remuneration plan Value provided for in the remuneration plan, if targets are met Variable remuneration - fiscal year ended xx/xx/xxxx Board of Directors Statutory Board of Directors Fiscal Council Total No. of members Bonus Minimum value provided for in the remuneration plan Maximum value provided for in the remuneration plan Value provided for in the remuneration plan, if targets were met Value actually recognized in the result of the fiscal year Profit sharing Minimum value provided for in the remuneration plan Maximum value provided for in the remuneration plan Value provided for in the remuneration plan, if targets were met Value actually recognized in the result of the fiscal year

d. Information, by body, on the participations held by members of the board of directors, the statutory board of directors and the fiscal council (item 13.5)

In this item, the issuer must inform, in consolidated form, by body, without the need for individualization of the administrator, the total quantity of the following securities that are held by members of the board of directors, the statutory board of directors or the fiscal council on the date of closing of the last fiscal year:
a) shares or quotas directly or indirectly held, in Brazil or abroad, issued by the issuer, its direct or indirect controllers, controlled companies or under common control; and

b) other securities convertible into shares or quotas, issued by the issuer, its direct or indirect controllers, controlled companies or companies under common control.

It is emphasized that item 13.5 does not restrict the disclosure of shares, quotas or other securities held by administrators and members of the fiscal council to those whose possession or acquisition is linked to the position they hold in the issuer. Therefore, all securities referred to in this item must be listed by the issuer.

In the presentation of information, the issuer must identify the company that issued the securities reported.

Information regarding securities issued by the company held by members of the board of directors, statutory management board or fiscal council must be consistent with the consolidated information provided by the issuer in the "Securities Traded and Held (art. 11 of CVM Instruction No. 358)" form for the month ending the last fiscal year.

Regarding any indirect participations held through investment funds or similar vehicles, the understanding expressed in the sole paragraph of article 20 of CVM Instruction No. 358/02 must be applied, which excluded from the concept of indirect negotiation negotiations carried out through investment funds, provided that such funds are not exclusive, nor can the fund's negotiation decisions be influenced by the quota holders.

e. Stock-based remuneration of the board of directors and statutory management board (item 13.6)

In this item, the issuer must present, in table form, quantitative information regarding stock-based remuneration recognized in the issuer's result for the last 3 fiscal years and that forecast for the current fiscal year, for the board of directors and statutory management board, according to the content specified in letters "a" to "e" of this item.

To avoid duplication, the annual remuneration values must be calculated per body. In cases where the same administrator holds a position in the statutory management board and in the board of directors, the remuneration received by him as a member of the board of directors shall not be computed for the purpose of calculating the remuneration of the management board and vice versa.

The number of members of each body (letter "b") must correspond to the number of directors and councilors to whom stock-based remuneration recognized in the issuer's result in the fiscal year was attributed.

Regarding all data resulting from evaluations or calculations made by the administration, such as in the case of the information requested in items "c.vi", "d" and "e", the issuer must inform in item 13.9 the data, models and assumptions used.

The table required in this item must be presented according to the model below.

Stock-based remuneration forecast for the current fiscal year (20XX) Board of Directors Statutory Management Board Number of members Grant of stock purchase options Grant date Number of options granted Time for options to become exercisable Maximum time for exercise of options Time restriction on transfer of shares Weighted average exercise price:
(a) Of options outstanding at the beginning of the fiscal year (b) Of options forfeited during the fiscal year (c) Of options exercised during the fiscal year (d) Of options expired during the fiscal year Fair value of options on the grant date Potential dilution in the event of exercise of all options granted Stock-based remuneration - fiscal year ended on xx/xx/xxxx Board of Directors Statutory Management Board Number of members Grant of stock purchase options Grant date Number of options granted Time for options to become exercisable Maximum time for exercise of options Time restriction on transfer of shares Weighted average exercise price:
(a) Of options outstanding at the beginning of the fiscal year (b) Of options forfeited during the fiscal year (c) Of options exercised during the fiscal year (d) Of options expired during the fiscal year Fair value of options on the grant date Potential dilution in the event of exercise of all options granted f. Options outstanding for the board of directors and statutory management board at the end of the last fiscal year (item 13.7)

In this item, the issuer must present, in table form, information regarding options outstanding for the board of directors and statutory management board, at the end of the last fiscal year, according to the content specified in letters "a" to "d" of this item.

The number of members of each body (letter "b") must correspond to the number of directors and councilors linked to the options plan.

The table required in this item must be presented according to the model below.

Options outstanding at the end of the fiscal year ended on xx/xx/xxxx Board of Directors Statutory Management Board Number of members Options not yet exercisable Quantity Date on which they will become exercisable Maximum time for exercise of options Time restriction on transfer of shares Weighted average exercise price Fair value of options on the last day of the fiscal year Exercisable options Quantity Maximum time for exercise of options Time restriction on transfer of shares Weighted average exercise price Fair value of options on the last day of the fiscal year Fair value of total options on the last day of the fiscal year g. Options exercised and shares delivered relating to stock-based remuneration of the board of directors and statutory management board (item 13.8)

In this item, the issuer must present, in table form, information regarding options exercised and shares delivered relating to stock-based remuneration of the board of directors and statutory management board, in the last 3 fiscal years, according to the content specified in letters "a" to "d" of this item.

The number of members of each body (letter "b") must correspond to the number of directors and councilors linked to the options plan.

The table required in this item must be presented according to the model below.

Options exercised - fiscal year ended on xx/xx/xxxx Board of Directors Statutory Management Board Number of members Options exercised Number of shares Weighted average exercise price Difference between the exercise value and the market value of the shares relating to the options exercised Shares delivered Number of shares delivered Weighted average acquisition price Difference between the acquisition value and the market value of the shares acquired h. Information necessary for the understanding of the data disclosed in items 13.6 to 13.8 (item 13.9)

In this item, the issuer must ensure that the information provided is sufficient to allow the understanding of the information provided in items 13.6 to 13.8 by moderately informed investors.

It is emphasized that, in the description of the data and assumptions used in the pricing model (letter "b"), the issuer must include quantified information, including regarding the weighted average price of shares, exercise price, expected volatility, option life, expected dividends and risk-free interest rate.
i. Pension plans in force granted to members of the board of directors and statutory directors (item 13.10)

In this item, the issuer must present, in table form, information on the pension plans in force granted to members of the board of directors and statutory directors, according to the content specified in letters "a" to "h" of this item.

The number of members of each body (letter "b") must correspond to the number of directors and councilors linked to the pension plan.

The table required in this item must be presented according to the model below. If there is more than one pension plan in force, the information must be presented by plan.

Board of Directors
Statutory Management Board
Number of members
Name of the plan
Number of administrators who meet the conditions to retire Conditions for early retirement Current updated accumulated value of contributions accumulated until the end of the last fiscal year, discounted by the portion relating to contributions made directly by the administrators Total accumulated value of contributions made during the last fiscal year, discounted by the portion relating to contributions made directly by the administrators Possibility of early withdrawal and conditions j. Value of the highest, lowest and average value of individual remuneration of the board of directors, statutory management board and fiscal council (item 13.11)

In this item, the issuer must inform, in table form, per body, the value of the highest, lowest and average value of individual annual remuneration of the board of directors, statutory management board and fiscal council, relating to the last three fiscal years.

The information provided must be consistent with the values indicated in the table provided in item 13.2, and must comprise all parts of the remuneration included therein.

To avoid duplication, the values reported must be calculated per body. In cases where the same administrator holds a position in the statutory management board and in the board of directors, the remuneration received by him as a member of the board of directors shall not be computed for the purpose of calculating the remuneration of the management board and vice versa.

The number of members of each body must correspond to the number of members of the respective body reported in letter "b" of item 13.2.

Except in the case where an administrator renounces remuneration, the average value of the annual remuneration of each body must correspond to the division of the total value of the annual remuneration of each body (letter "d" of item 13.2) by the number of members reported for the respective body (letter "b" of item 13.2).

If any administrator renounces remuneration, he shall not be considered for the calculation of the average value of annual remuneration, although he remains to be computed for the indication of the number of members (letter "a").

In this case, the issuer must disclose in the observation field the number of members effectively used for the calculation of average remuneration.

The value of the lowest individual annual remuneration of each body must be calculated by excluding all members of the respective body who have held the position for less than 12 months. If it is necessary to adopt this procedure, the issuer must make it clear in the "Observation" field of item 13.11 itself that the value was calculated with the exclusion of members of the body. If all members have held the position for less than 12 months, the value of the lowest individual annual remuneration must be calculated considering the remuneration effectively recognized in the result of the fiscal year.

The value of the highest individual annual remuneration of each body must be calculated without any exclusion, considering all remuneration recognized in the result. The issuer must also inform, in a note in item 13.11 itself, the number of months in which the respective member exercised his functions in the entity.

Only companies that do not provide the information required due to a judicial decision must leave the field blank and, through the icon "Justification for non-filling", mention the aforementioned judicial decision, identifying the case number and the court in which it is proceeding. k. Contractual arrangements, insurance policies or other instruments that structure remuneration or indemnification mechanisms for administrators (item 13.12)

The information provided in this item must allow the investor a complete understanding of the logic of the remuneration and indemnification mechanisms for administrators, if removed from their positions or retired.

In addition, if there is an insurance policy, the amount paid as an insurance premium must be reported.
l. Percentage of total remuneration of each body attributed to members of the board of directors, statutory management board or fiscal council who are related parties to the controllers of the issuer (item 13.13)

In this item, the issuer must inform the percentage participation in the total annual remuneration of each body (reported in letter "d" of item 13.2) held by members of the board of directors, statutory management board and fiscal council who are related parties to the direct and indirect controllers of the issuer.

The information must be provided relating to the last 3 fiscal years and must be calculated considering the concept of related party contained in CVM Deliberation No. 642/10, which approved Technical Pronouncement CPC 05 (R1). m. Remuneration of members of the board of directors, statutory management board or fiscal council received for any reason other than the function they occupy (item 13.14)

In this item, the issuer must inform in a consolidated manner, per body, the annual values recognized in its result as remuneration of members of the board of directors, statutory management board and fiscal council that have been received for any reason other than the function occupied, such as commissions and consulting or advisory services provided.

The information must be provided relating to the last 3 fiscal years.

n. Remuneration of members of the board of directors, statutory management board or fiscal council recognized in the result of the issuer's controllers, companies under common control and controlled companies of the issuer (item 13.15)

Item 13.15 does not restrict the disclosure of the information required to the remuneration supported by controlled companies of the issuer, its direct or indirect controllers and companies under common control, which have been attributed to administrators and members of the fiscal council due to the exercise of the position in the issuer.

In this item, the following must be reported, in a consolidated manner, per body:
a) the parts of the remuneration supported by controlled companies of the issuer, its direct or indirect controllers and companies under common control, which have been attributed to the members of the board of directors, statutory management board and fiscal council due to the exercise of the position in the issuer (whose existence must be reported in item 13.1.f); b) the other remunerations received by administrators and members of the fiscal council of the issuer, which have been recognized in the result of controlled companies of the issuer, of the direct or indirect controllers of the issuer or of companies under common control, even if not related to the exercise of a position in the issuer.

In the calculation, remunerations received under any title, in Brazil or abroad, must be computed. In the case of the remunerations cited in letter "b" above, the issuer must specify under what title the values were attributed to the individuals.

The information must be provided on an annual basis, relating to the last 3 fiscal years, and must be disclosed in a consolidated manner, by type of body and company (controlled companies of the issuer, direct or indirect controllers of the issuer and companies under common control), without the need to identify the corporate name of these companies.

The values must be reported in table form, according to the revised model below:
Fiscal year 20XX – remuneration received due to the exercise of the position in the issuer Board of Directors Statutory Management Board Fiscal Council Total Direct and indirect controllers Controlled companies of the issuer Companies under common control Fiscal year 20XX – other remunerations received, specifying under what title they were attributed Board of Directors Statutory Management Board Fiscal Council Total Direct and indirect controllers Controlled companies of the issuer Companies under common control

o. Other information deemed relevant (item 13.16)

CVM Instruction 480/09 does not provide for the obligation to present, in section 13 of the Form of Reference, the values relating to the remuneration of administrators recognized in the issuer's consolidated result.

However, the disclosure of this information, additionally in this item, by issuers is considered desirable, as it is useful to allow a better understanding and evaluation by investors of the company's business and its results.

9.2.14. Human resources (section 14)
a. Information on the issuer's human resources (item 14.1)

The information provided in item 14 must be provided considering the issuer's human resources, and there is, in principle, no obligation to disclose information from controlled companies. However, the disclosure of the information required in this item in a consolidated manner is considered desirable, as it allows for a better understanding and evaluation by investors of the company's business and its results. In this case, the issuer must expressly state that the information provided covers other companies linked to the issuer.

Information on the turnover index (letter "c") must refer only to the employees of the issuer, or, in the above case, to the employees of the issuer and its controlled companies.

With regard to the issuer's exposure to labor liabilities and contingencies (letter "d"), the issuer may refer to information that has been eventually provided on the subject in items 4.3 to 4.7 of the Form.

The company must provide the information required in item 14.1.b of the Form of Reference considering the total number of natural persons who provide services as outsourced, whether through a direct contract with the company or through a legal entity. b. Description of the remuneration policy for the issuer's employees (item 14.3)

In the description of the characteristics of stock-based remuneration plans for non-administrator employees, the issuer may refer to information eventually provided on the subject in item 13.4 of the Form, provided that all information required in letters "a" to "c" of this item is provided there, in a clearly identifiable manner.

9.2.15. Control (section 15)
a. Identification of the controlling shareholder or group of controlling shareholders (item 15.1)

In this item, the issuer must provide updated information on the identification and participation held by the controlling shareholder or group of controlling shareholders of the issuer, down to the natural person, in line with the information required in letters "a" to "i".

All participations held, directly or indirectly, by a shareholder or group of controlling shareholders in the issuer's share capital must be reported.

If the shareholder or participant in the group of controlling shareholders is a legal entity, a list containing the information referred to in letters "a" to "d" of this item must be prepared, identifying its direct and indirect controllers, down to the controllers who are natural persons, regardless of any confidential treatment given to the information due to a legal transaction or by the legislation of the country in which the partner or controller is incorporated or domiciled.

It is emphasized that, unlike the system adopted in the Annual Information Form (IAN), the information required in letter "h" must be provided even if the legal entity shareholder is a publicly held company.

In line with the decision issued by the CVM Collegiate Body, on 18.03.2008, during the reform of CVM Deliberation No. 525/07, we remind you that:
a) there are cases where shareholders do not have shareholders to be identified, such as mixed-economy companies (whose controller is the Union, the State or the Municipality that, in turn, do not have shareholders), multilateral organizations (their controllers would be the respective sponsoring countries) and pension funds and endowments (which have participants and not shareholders); and b) the investment fund or similar vehicle must identify, when it is required to report up to the natural person level, the quota holder that controls it, if any, using the same criterion that, if it were a publicly held company, would be sufficient to consider the participation as that of a controlling shareholder.

The participations reported in letters "e" and "f" must be calculated considering the total number of shares issued, including any shares existing in treasury.

As the date of the last change (letter "i"), the base date of the last information provided in this item must be reported.

It is emphasized that the change of the issuer's 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 is one of the hypotheses that determines the update of the Form of Reference by issuers registered in Categories A and B, as provided for in item V of paragraph 3 and item III of paragraph 4 of article 24 of Instruction 480/09.

Thus, the occurrence of any of these events will result in the need to update the Form of Reference within 7 (seven) business days counted from the date of knowledge by the issuer, with the update of the information provided due to item 15.1, as well as any other information provided in the Form that is affected by these events.

It is also emphasized that whenever item 15.1 is updated, items 15.3 "d" and 19.2 must also be updated. b. Identification of shareholders, or groups of shareholders who act in concert or who represent the same interest, with participation equal to or greater than 5% of the same class or species of shares (item 15.2)

In this item, the issuer must provide information on the identification of shareholders, or groups of shareholders who act in concert or who represent the

same interest, whose total participation, direct or indirect, is equal to or greater than 5% of the same class or species of shares, which are not listed in item 15.1, in line with the information required in letters “a” to “g”.

All participations held in species or classes of shares must be reported in compliance with letter “d”, even if the percentage held in the species or class distinct from that in which the shareholder holds a relevant participation is less than 5% of the shares.

In line with the decision issued by the CVM Collegiate Board on 11/03/2011, if the relevant participation is held jointly by different investment funds or portfolios under the same discretionary management, the identification of the funds or portfolios may be replaced by the indication of the manager's name, with the presentation of the total participation held by the funds or portfolios managed by him. In this case, the issuer must make it clear that the indicated participation is held by different investment funds or portfolios.

Also in line with this decision, it is emphasized that the above guidance is not applicable to relevant participations held by exclusive funds or by funds in which trading decisions may be influenced by unitholders, in which case the identification of the funds is required.

In case of doubt about the disclosure rules for relevant participations in the manner of article 12 of CVM Instruction No. 358/02, issuers must consult item 12.8 of Circular-Office/CVM/SEP No. 04/2011, of 15/03/2011.

As the date of the last change (letter “g”), the base date of the last information provided in this item should be reported.

It is worth noting that the Reference Form is a periodic obligation provided for in article 24 of CVM Instruction No. 480/09 and must be presented updated annually within 5 (five) months from the date of closing of the fiscal year.

Thus, in the annual presentation of the Reference Form, the issuer must consult its list of shareholders and insert into the Form the data on shareholders who hold 5% or more of the same class or species of shares, regardless of the receipt of the communications provided for in article 12 of CVM Instruction No. 358/02.

It is emphasized that CVM Instruction No. 480/09 provides, in items VI and VII of paragraph 3 of article 24, that the Reference Form must be updated by issuers registered in Category A:
a) when any natural or legal person, or group of people representing the same interest, reaches a direct or indirect participation 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 change; b) when the variation in the shareholding position of the aforementioned persons exceeds 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer has knowledge of such change.

Thus, the receipt by the issuer of the communication provided for in article 12 of CVM Instruction No. 358/02 will entail the need to update the Reference Form within 7 (seven) business days from the receipt of the communication, with the update of the information provided based on item 15.2, as well as any other information provided in the Form that is affected by this event.

It is also emphasized that whenever item 15.2 is updated, items 15.3 “d” and 19.2 must also be updated.

c. Capital distribution (item 15.3)
In this item, the issuer must describe, in table form, the distribution of its share capital, as determined in the last shareholders' meeting.

The quantities of natural and legal person shareholders of the issuer (letters “a” and “b”) must be calculated without excluding shareholders who have been reported in items 15.1 and 15.2 as controlling shareholders or holders of 5% or more of the ordinary or preferred shares. For the purposes of this item, investment funds and clubs must be classified as legal persons.

In addition to the quantity of legal person shareholders, the issuer must also report the approximate quantity of institutional investors included in this category of investors (letter “c”).

Institutional investors are market participants who act in the management of third-party resources. Included in this category, among others, are insurance, pension, and capitalization companies, mutual investment funds in stocks, real estate investment funds, private pension funds, benefit plan funds, insurance companies, and institutions of a charitable nature.

The number of shares in circulation, by class and species (letter “d”), must be calculated according to the provisions of article 62 of CVM Instruction No. 480/09, which defines, as shares in circulation, all shares of the issuer, excluding those owned by the controller, persons linked to him, the issuer's administrators, and shares held in treasury.

As provided in paragraph 1 of the same article of the Instruction, a linked person is understood to be a natural or legal person, fund, or universality of rights, that acts representing the same interest of the person or entity to which it is linked.

The number of shares in circulation, by class and species, and the quantities of natural and legal persons and institutional investors must be calculated based on the information contained in the company's corporate books and the information provided by the custodian service provider institution.

It is also emphasized that:
a) the sum of the number of natural and legal person shareholders cannot be equal to zero; b) the number of shares in circulation cannot be indicated as equal to or greater than the total number of shares issued; c) the sum of the number of natural and legal person shareholders cannot be equal to the total number of shares issued when there are shareholders with relevant participation indicated in item 15.2 or shares held in treasury;

d) in any case, the sum of the number of natural and legal person shareholders cannot be greater than the total number of shares issued by the company.

It is worth remembering that whenever items 15.1 or 15.2 of the Form are updated, item 15.3 “d” must also be updated.

Additionally, it is recommended that item 15.3 “d” also be updated when there is a change in the shareholding of the issuer's administrators at the end of each month, as reported in accordance with article 11 of CVM Instruction No. 358/02.

d. Shareholder chart of the issuer (item 15.4) The chart requested in item 15.4 is optional information.
Its purpose is to facilitate the visualization of the information presented in items 15.1 and 15.2 regarding the issuer's control structure and share distribution.
For this reason, it must be compatible with the information provided in those items, but does not need to be at the same level of detail. The chart must identify, in any case, all direct and indirect controllers of the issuer, as well as shareholders with participation equal to or greater than 5% of a species or class of shares.

It should be noted that, if the issuer chooses to present the chart, there will be a need to update it whenever the information related to items 15.1 and 15.2 is updated.

e. Information on shareholder agreements that regulate the exercise of voting rights or the transfer of shares issued by the issuer (item 15.5) In this item, the issuer must describe, with the presentation of the information required in letters “a” to “g” of this item, any shareholder agreement that regulates the exercise of voting rights or the transfer of shares issued by the issuer, that:
a) is filed at its headquarters; or b) of which the controller is a party, regardless of its filing at the issuer's headquarters.

In this sense, it is worth remembering that article 43 of CVM Instruction No. 480/09 provides that the controller must promptly provide the issuer with all information necessary to comply with the legislation and regulation of the securities market.

It is also worth remembering that the signing, alteration, or rescission of a shareholder agreement filed at the issuer's headquarters or of which the controller is a party regarding the exercise of voting rights or control power of the issuer is a circumstance that determines the update of the Reference Form by Category A issuers, as provided for in item X of paragraph 3 of article 24 of Instruction 480/09.

Thus, the occurrence of any of these events, which affects the information provided in item 15.5, will entail, without prejudice to the provisions of CVM Instruction No. 358/02, the need to update the Reference Form within 7 (seven) business days from the date of its filing at the issuer's headquarters, with the update of the information provided in item 15.5, as well as any other information provided in the Form that is affected by these events.

f. Information on relevant changes in the participations of the members of the controlling group and administrators of the issuer (item 15.6) In this item, relevant changes (acquisitions or alienations), as defined in article 12 of CVM Instruction No. 358/02, occurring in the last 3 fiscal years in the participations of the members of the controlling group and administrators must be reported.

9.2.16. Transactions with related parties (section 16)
For the provision of the information requested in the items of this section of the Form, the concept of related party contained in CVM Deliberation No. 642/10, which approved Technical Pronouncement CPC 05 (R1), must be considered.

If the issuer does not adopt rules, policies, or practices regarding the conduct of transactions with related parties (item 16.1), it must expressly state this fact.
In this case, the issuer must also inform the reason why it does not adopt these procedures. Possible projects for the implementation of new practices, stage of development, and estimated time for adoption may also be commented on.

The information requested in item 16.2 regarding transactions with related parties that, according to accounting standards, are disclosed in the individual or consolidated financial statements, must be provided regarding transactions that:
a) are in force in the current fiscal year; or b) were signed in the last 3 fiscal years, even if these transactions are no longer in force in the current fiscal year.

If the value of the transaction is variable, depending, for example, on the volume of services provided or quantity of products sold, among other conditions, the issuer must: (a) describe, together with the object of the contract, the conditions of the transaction (letter “d”); and (b) inform, as the amount involved in the business (letter “f”), the historical values involved.

The company must inform in item 16.2.k.ii the interest rate charged on loans or other types of debt. The interest rates charged must be reported on an annual basis.

Regarding the provisions of item 16.3, the issuer must clearly and objectively identify the measures adopted to avoid conflicts of interest, as well as provide all necessary information to demonstrate that the operations were carried out under strictly commutative conditions or with adequate compensatory payment, similar to those that could be established in transactions with unrelated parties, informing, among others, terms and conditions applied in the operation and the existence of any eventual guarantees.

The information on the commutative nature of transactions with related parties must be in line with the information provided in item 16.2, particularly with regard to item 16.2.k.i (nature and reasons for the operation) and 16.2.k.ii (interest rate charged), for loan operations.

9.2.17. Share capital (section 17)
The information requested in the items of this section of the Form must be provided even if the homologation by a specific regulatory body is pending, and the issuer must expressly state this information in item 17.5.

With regard to item 17.1, it must be informed in the Empresas.Net system, regarding the “Date of authorization or approval”:
a) in the case of information on authorized capital, the date of the last deliberation on the subject; and b) in the case of information on issued capital, subscribed capital, and paid-up capital, the date of the last change in the information.

It is worth noting that Instruction 480/09 provides, in items II and III of paragraph 3 and in item II of paragraph 4 of article 24, that the Reference Form must be updated:
a) when there is a change in share capital or the issuance of new securities, even if subscribed privately, in the case of issuers registered in Categories A; b) when there is the issuance of new securities, even if subscribed privately, in the case of issuers registered in Categories B.

Thus, the occurrence of any of these events will entail the need to update the Reference Form within 7 (seven) business days from the respective date of alteration or issuance, with the update of the information that are affected by these events provided by issuers registered in Category A in items 17.1, 17.2, 17.3, and 17.4 and by Category B issuers in item 17.1, as well as any other information provided in the Form that is affected by this event.

9.2.18. Securities (section 18)
a. Description of the rights of each class and species of issued share (item 18.1) In this item, the issuer must describe the rights of each class or species of shares issued by it, with the presentation of the information required in letters “a” to “i” of this item.

The information requested in this item must be described considering the rights and rules provided for in the issuer's Bylaws.

It is worth remembering that the alteration in the rights and advantages of the issued securities is a circumstance that determines the update of the Reference Form by Category A issuers, as provided for in item IV of paragraph 3 of article 24 of Instruction 480/09.

Thus, the occurrence of this event will entail the need to update the Reference Form within 7 (seven) business days from the date the alteration becomes effective, with the update of the information provided in attention to items 18.1, 18.2, and 18.3, as well as any other information provided in the Form that is affected by these events.

b. Description of statutory rules that limit the voting rights of significant shareholders or that oblige the realization of a public offer (item 18.2) In this item, the issuer must describe the main conditions of rules provided for in the Bylaws that represent limitations to the exercise of voting rights, such as clauses that:
a) limit the number of votes of each shareholder, in general or with regard to any specific matter provided for in the bylaws; or b) impose a burden on the exercise of voting with regard to any specific matter provided for in the bylaws, such as, for example, “entrenched clauses”.

In this item, the issuer must also describe, clearly and objectively, if they exist, statutory rules that oblige its shareholders to make a public offer for the acquisition of shares in certain situations (such as, for example, reaching a certain shareholding participation). In the description, the issuer must inform the main conditions imposed in the bylaws, including, but not limited to, what refers to: (a) situations in which the public offer for the acquisition of shares is due or waived; and (b) the value to be offered or its method of calculation.

It is emphasized that the rules relating to public offers for the acquisition of shares provided for by law, regulation, or listing rule in a trading segment must be indicated in item 18.1.

c. Description of other securities (item 18.5)
In this item, the issuer must describe other securities issued by it that are not shares, with the presentation of the information required in letters “a” to “j” of this item.

The information requested in this item must be described considering the conditions provided for in the respective legal documents for each security commented on.

In the Empresas.Net system, the information required on debt securities in letter “h” must be provided in the “Characteristics of the Security” field, which can also be used to provide additional information on the other securities disclosed, judged pertinent by the issuer.

It is worth remembering that the issuance of new securities, even if subscribed privately, is a circumstance that determines the update of the Reference Form by issuers registered in Categories A and B, as provided for in item III of paragraph 3 and in item II of paragraph 4 of article 24 of Instruction 480/09.

Thus, the occurrence of this event will entail the need to update the Reference Form within 7 (seven) business days from the date of issuance, with the update of the information provided in item 18.5, as well as any other information provided in the Form that is affected by this event.

d. Other information judged relevant (item 18.10) Instruction 480/09 provides that the set of information contained in the Reference Form must be a true, accurate, and complete portrait of the issuer's economic-financial situation and the risks inherent to its activities and the securities issued by it.

For this reason, it is recommended that issuers also disclose in the Reference Form, including through its update, information on titles issued abroad not characterized as securities, whenever the issuance has been relevant or contains provisions that impose restrictions on the issuer or that may affect holders of securities issued by the company.

For this purpose, the issuer must describe, in item 18.10, the characteristics of the issuance and the titles issued, providing, with regard to them, the information required in item 18.5. If the titles are admitted to trading, issuers must also provide in item 18.10, with regard to them, the information required in item 18.7, that are applicable.

9.2.19. Buyback plans and treasury securities (section 19)
a. Information on the issuer's share buyback plans (item 19.1) In this item, the issuer must provide information on its share buyback plans.

The percentage provided for in item “ii” of letter “b” must be calculated by dividing the quantity informed in item “i” of letter “b” by the total number of shares in circulation after the purchase of the number of shares provided for in the buyback plan.

With regard to the reserves and profits available for the buyback operation (item “iv” of letter “b”), the issuer must also indicate the base date to which the information refers.

With regard to what is requested in item “v” of letter “b”, other important information must be disclosed, such as the objective of the program and the name and address of the financial institutions that acted as intermediaries.

Regarding the quantity of shares acquired (item “vi” of letter “b”), updated information must be presented up to the date of delivery of the Reference Form.

The percentage of shares acquired in relation to the total approved (item “viii” of letter “b”) must correspond to the division between the value informed in items “vi” and “i” of letter “b”.

b. Movement of securities held in treasury (item 19.2) In this item, the issuer must inform, in table form, about the movement of securities held in treasury, segregating by type, class, and species, and with the presentation of information regarding quantity, total value, and weighted average price.

It is clarified that the initial balance of securities held in treasury (letter “a”) must correspond to the final balance verified on the last day of the previous fiscal year.

It is worth remembering that whenever items 15.1 or 15.2 are updated, item 19.2 must also be updated. If it is not possible to update the information in table 19.2 of the Empresas.Net System, the issuer must provide the updated information in table 19.4.

c. Securities held in treasury on the date of closing of the last fiscal year (item 19.3)
In this item, the issuer must provide, in table form, with regard to securities held in treasury on the date of closing of the last fiscal year, the information requested in letters “a” to “d”.

Given the provisions of letter “c”, the required information must be provided by acquisition date. Exceptionally, in cases where the acquisitions were made in a quantity that makes it difficult to fill out this table in the Empresas.Net System, the initial date of the period informed in item 19.1.b.iii may be indicated as the acquisition date.

d. Provide other information that the issuer deems relevant (item 19.4) This item must be used for the presentation of other information not requested in section 19 of the Reference Form, which the issuer deems important to support the investment decision. It must be informed, for example, if the issuer uses financial instruments with objectives other than asset protection (hedge), involving the evolution of the quotes of the shares it has issued, including with regard to operations associated with instruments such as “Total Equity Return Swap”, or similar operations. The information provided must include the objectives of the operations and the associated risks for the issuer or its shareholders.

9.2.20. Securities trading policy (section 20)
The securities trading policy, provided for in article 15 of CVM Instruction No. 358/02 (as amended by CVM Instruction No. 449/07), is optional.

Thus, if the issuer has approved, by deliberation of the board of directors, a trading policy, in accordance with article 15 of CVM Instruction No. 358/02, the information required in letters “a” to “d” of item 20.1 must be provided.

The above information must also include the rules applicable to transactions carried out by the issuer with its own issued shares.

If the issuer has not adopted a trading policy, it must expressly state this fact. In this case, the issuer must also inform the reason why it does not adopt this procedure. Possible projects for the implementation of new practices, stage of development, and estimated time for adoption may also be commented on.

It is emphasized that the information provided in this item does not exempt the issuer from sending the Trading Policy to the CVM, as provided for in item XI of Article 30 of CVM Instruction No. 480/09.

9.2.21. Information disclosure policy (section 21)

The policy for the disclosure of material acts or facts is a mandatory document, provided for in Article 16 of CVM Instruction No. 358/02.

The Form must inform not only the main characteristics of the disclosure policy adopted by the issuer, indicating the procedures provided for therein regarding the maintenance of confidentiality concerning undisclosed material information, but also the internal mechanisms established for its implementation, describing them in items 21.1 and 21.2.

It is emphasized that this section of the Form requires the issuer to describe the main characteristics of the disclosure policy adopted by it. Therefore, the full text of the issuer's disclosure policy should not be inserted in the items of the section, although reference may be made to the location on the worldwide web where the complete text of its policy is available.

It is emphasized that the information provided in this section of the Form does not exempt the issuer from sending to the CVM any updates eventually made to the Issuer's Information Disclosure Policy, as provided for in item XII of Article 30 and item VII of Article 31 of CVM Instruction No. 480/09.

9.2.22. Extraordinary transactions (section 22)

Information must be provided in items 22.1, 22.2, and 22.3, regarding the last three fiscal years, on:

a) the acquisition or alienation of any material asset that does not qualify as a normal operation in the issuer's business, including a description of the conditions under which the transaction was carried out and the reasons for the acquisition and alienation. Information already described in items 6.5 and 8.3 may be cited here by reference;

b) significant changes in the way the issuer's business is conducted, including information on the motivating facts and derived effects on the issuer's business;

c) material contracts entered into by the issuer and/or its controlled companies with third parties, not directly related to their operational activities.

Circular Letter CVM/SEP 01/2013: General Guidelines on Procedures for Publicly Held and Foreign Companies

Lineage: In force