Circular Letter CVM/SEP 02/09

CIRCULAR LETTER/CVM/SEP/N°002/2009
Rio de Janeiro, March 24, 2009
SUBJECT: General guidelines on procedures to be observed by publicly-held companies

Dear Investor Relations Director,

Circular Letters issued by the Department of Corporate Relations (SEP) have as their main objective to guide publicly-held companies on procedural aspects that must be observed when submitting periodic and occasional information, among other matters.

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

This instrument, through the recommendations contained in the items listed below, consolidates the Circular Letters previously issued by SEP, without dispensing with the reading of applicable regulations, and the update of corporate legislation and CVM regulation, especially those occurring after this date, must be observed.

PERIODIC FORMS – DFP, IAN and ITR
1.1. Guidance on the voluntary submission of Consolidated Financial Statements in IFRS (CVM Instruction No. 457/07)
1.2. Of Law No. 11.638/07
1.3. Standardized Financial Statements – DFP
1.4. Annual Information – IAN
1.5. Quarterly Information – ITR
COMPLETE ANNUAL FINANCIAL STATEMENTS
REPORTS OF BANKRUPT AND LIQUIDATING COMPANIES
ORDINARY GENERAL ASSEMBLY – OGA
SHAREHOLDER REPRESENTATION AT ASSEMBLY
MAIN OCCASIONAL INFORMATION
6.1. Extraordinary General Assembly – EGA and Special Assembly
6.2. Shareholders' Agreement
6.3. Group of Companies Convention
6.4. Relevant Act and Fact
6.5. Bankruptcy and Composition Sentence
6.6. Documents Related to Companies in Judicial and Extrajudicial Recovery
6.7. Securities of Administrators and Related Persons
6.8. Relevant Shareholding Participation
6.8.1. Calculation of increase or reduction in participation
6.8.2. Group of persons acting in concert
6.8.3. Publication of the Declaration of Increase in Participation (Changes to CVM Instruction No. 449/07)
6.8.4. Content of the increase in participation declaration
6.8.5. Share lending
6.8.6. Disclosure of Declaration by Non-resident Investor
6.9. Trading Ban Period
6.10. Trading Policy
6.11. Disclosure Policy
6.12. Board of Directors and Management Meetings
6.13. Communication of Auditor Change
6.14. Trustee Agent Report
COMMON OBSERVATIONS ON PERIODIC AND OCCASIONAL INFORMATION
CONSEQUENCES OF REGISTRATION UPDATING FAILURE
8.1. Coercive Fines
8.2. Publication of the List of Defaulting Companies
8.3. Ex Officio Suspension of Publicly-Held Company Registration
8.4. Ex Officio Cancellation of Publicly-Held Company Registration
8.5. Administrative Sanctioning Process
CANCELLATION OF PUBLICLY-HELD COMPANY REGISTRATION
DELISTING OF PUBLICLY-HELD COMPANIES
ARTICLE 203 OF LAW NO. 6.404/76
ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS
12.1. Article 8 of Law No. 10.303/01
12.2. Interpretation of Article 141, Paragraph 5, of Law No. 6.404/76
INSTALLATION OF THE FISCAL COUNCIL AND ELECTION OF ITS MEMBERS
PROJECTIONS
RECOMMENDATIONS ON GUIDANCE PRACTICE
CAPITAL BUDGET
LATE, RECTIFYING OR COMPLEMENTARY DECLARATIONS OF DIVIDENDS
INFORMATION TO BE DISCLOSED IN:
18.1. Incorporation, Merger and Spin-off
18.2. Acquisition of Commercial Company by Publicly-Held Company
18.3. Conversion of Shares
18.4. Appraisal Right
18.5. Capital Increase
18.6. Share Consolidation
TRADING WITH OWN SHARES
BONUS OF TREASURY SHARES
STATUTORY COMPETENCE OF THE BOARD OF DIRECTORS TO DELIBERATE ON THE ISSUE OF DEBENTURES
ARTICLE 143 OF LAW NO. 6.404/76
APPEALS AGAINST DECISIONS OR MANIFESTATIONS OF UNDERSTANDING OF SEP
INQUIRIES BY PUBLICLY-HELD COMPANIES
COMMUNICATIONS WITH SEP
REQUESTS FOR HEARINGS BY PRIVATE INDIVIDUALS
REQUEST FOR PROCESS VIEW
CVMWIN SYSTEM
PUBLICLY-HELD COMPANY REGISTRATION SYSTEM – CVMWEB
PERIODIC AND OCCASIONAL INFORMATION SYSTEM – IPE
PERIODIC FORMS – DFP, IAN and ITR
The DFP, IAN and ITR forms, provided for in article 16, items II, IV and VIII, of CVM Instruction No. 202/93, are submitted to the CVM through the CVMWIN System (see item 28).
In line with the Collegiate's decision of 13.07.2004 (available on the CVM website)(1), bankrupt or liquidating publicly-held companies are exempt from providing the information provided for in items II, IV, and VIII of article 16 of Instruction No. 202/93, and are specially required to provide those set forth in paragraphs 2 and 3 of the cited article (see item 3).

1.1. GUIDANCE ON THE VOLUNTARY SUBMISSION OF CONSOLIDATED FINANCIAL STATEMENTS IN IFRS (CVM INSTRUCTION NO. 457/07)
CVM Instruction No. 457/07, of 16.07.2007, allowed publicly-held companies to present, until the fiscal year 2009, their "consolidated financial statements with the adoption of the international accounting standard, issued by the International Accounting Standards Board – IASB, in substitution for the Brazilian accounting standard" (see CIRCULAR LETTER/CVM/SEP/N°004/2007).

Publicly-held companies that choose to disclose their Interim or Year-End Consolidated Financial Statements in IFRS must submit this information, via the IPE System, in the category "Economic-Financial Data", type "Financial Statements in International Standards", species "Financial Statements in IFRS".
In this case, in addition to sending this information through the IPE System, the company must submit the respective ITR and DFP forms in IFRS, through the new version 9.0 of CVMWIN, in accordance with CIRCULAR LETTER/CVM/SEP/N°001/2009, of 14.01.09.
These IFRS financial statements must be accompanied by explanatory notes and the opinion of independent auditors or, if applicable, a special review report by the auditors (see CVM Instruction No. 245/96). When it comes to companies listed in Levels 1, 2 or the Novo Mercado of BOVESPA, given the specific regulation, it is necessary to verify the need to include the consolidated performance commentary. It is worth noting that CVM Instruction No. 457/07 does not exempt the Company from submitting its individual financial statements and respective ITR and DFP forms in accordance with corporate legislation. Finally, it is clarified that, regardless of the option to send Consolidated Financial Statements and respective ITR and DFP forms in IFRS, the Company may also send the consolidated information prepared in accordance with corporate legislation, together with the documents mentioned in the previous paragraph.

1.2. OF LAW NO. 11.638/07
On 28.12.2007, Law No. 11.638/07 was issued, which altered, revoked and introduced new provisions to Law No. 6.404/76, notably regarding chapter XV which deals with accounting matters.
As a result, the CVM issued, in 2008(2) and will issue in 2009, according to a schedule published and available on the CVM website, a set of norms endorsing the pronouncements to be prepared by the Accounting Pronouncements Committee – CPC, with the objective of regulating the matter.

1.3. STANDARDIZED FINANCIAL STATEMENTS – DFP
Article 16, item II, of CVM Instruction No. 202/93 provides for the submission of the Standardized Financial Statements (DFP) form. The final deadline for submission is up to 3 (three) months after the end of the fiscal year, or on the same day of its publication in the press or its availability to shareholders, if this occurs on a date prior to the first deadline.
It is worth alerting that the indication regarding the nature of the Independent Auditor's Opinion presented in the DFP Form ("Unqualified", "Qualified", "Disclaimer of Opinion" and "Adverse") must be strictly in accordance with the content of said document.
In accordance with the sole paragraph of article 3 of CVM Instruction No. 414/04, securitization companies must add to the Quarterly Information – ITR and Standardized Financial Statements – DFP forms:
I. Report on the acquisition, retrocession, payment and default of credits linked to the issuance of CRI;
II. The independent financial statements, by issuance of CRI under the fiduciary regime, provided for in article 12 of Law No. 9.514, of 20.11.1997; and,
III. The quarterly update of the risk classification reports of the CRIs issued referred to in paragraph 7 of article 7 of CVM Instruction No. 414/04, if applicable.
It is emphasized that the DFP form is not confused with the Complete Annual Financial Statement (item I of art 16 of CVM Instruction No. 202/93), so that the presentation of the DFP Form does not eliminate the obligation to present complete FS, as explained in item 2 below.
Publicly-held companies that choose to disclose their Year-End Consolidated Financial Statements in IFRS, with a reference date of 31.12.07 onwards, may continue to voluntarily submit, through the DFP Forms, the Consolidated Financial Statements in accordance with corporate legislation (see item 1.1).

1.4. ANNUAL INFORMATION – IAN
The Annual Information (IAN) form must be presented by virtue of article 16, item IV, of CVM Instruction No. 202/93.
The final deadline for submission of the IAN form is 5 (five) months after the end of the fiscal year or within a maximum period of one month, from the holding of the annual ordinary general assembly, if this deadline expires before the first, as established in letters "a" and "b" of item IV of article 16 of CVM Instruction No. 202/93, with the wording given by CVM Instruction No. 351/01. The Annual Information (IAN) form should be understood as a dynamic document on the evolution of the company's business, not being linked to a specific fiscal year, despite the fact that a date for its presentation is fixed year by year. In this sense, and in accordance with paragraph 7 of article 1 of CVM Instruction No. 351/2001 (which altered the wording of article 16 of CVM Instruction No. 202/93), the IAN must be updated whenever any facts that alter information provided are verified, within ten days counted from the date of the occurrence of the fact. Therefore, it is fundamental that publicly-held companies pay attention to the need to resubmit the IAN whenever corporate changes are verified whose information is required in the form, especially information on the composition of the company's management bodies, on any statutory changes and on changes in shareholding composition. Regarding the vacancy of seats of members of the fiscal council and assumption by the respective alternate, SEP has received constant inquiries about the appropriate way to update the form, whose format, currently, does not accept the imbalance between the number of principal and alternate councilors, by virtue of article 161, paragraph 1, of Law No. 6.404/76. In this case, it is guided that the company resubmits the IAN, repeating the principal's data in the fields intended for the alternate, and including in Table 14.02 "Other Information Considered Important for a Better Understanding of the Company", observations regarding the events that altered the situation of the composition of the Fiscal Council. When the balance is restored, the company must resubmit the IAN, within 10 (ten) business days from the election of the new alternate, with the appropriate updates, in accordance with article 16, paragraph 7, of CVM Instruction No. 202/93. Due to its permanent update, it may occur the suppression of previous and relevant information from the IAN form, such as the exercise of mandates of management positions in a certain period, for which the CVM guides that companies always preserve the logical continuity and integrity of the disclosed information. Cases like this and other eventual difficulties of harmonizing the provision of information with the pattern offered by the form, can and should be circumvented through the best use of Table 14.02 – "Other Information Considered Important for a Better Understanding of the Company". Regarding the indication of shares in circulation (items 09 to 14 of Table 03.01), attention should be paid to the fact that, according to the legal concept
itself contained in article 4, paragraph 2, of Law No. 6.404/76 and, also, stated in the help text of the CVMWIN System, shares that are in the hands of the controlling shareholder, persons linked to him or administrators of the company and shares held in treasury must be excluded from this calculation, since the latter, based on article 16 of CVM Instruction No. 10/80, have their patrimonial and political rights suspended. From 2006, it became mandatory to include, in the IAN Form, the field for filling in shareholdings greater than 5% of the total preferred shares. It is worth noting that the disclosure of this information to the market was already provided for since the edition of CVM Instruction No. 358/02 (altered by CVM Instruction No. 449/07), so since then, such data are communicated by the investor acquiring the participation, and are available on the CVM website, in Market Notice or in Relevant Fact, as the case may be. In January 2009, version 9.0 of the CVMWIN System was made available (see item 31) which, regarding the IAN form, presented the following innovations:
I. Change in the filling instructions of the tables of Group 3 (Capital Distribution), taking into account, in particular, the determinations of CVM Deliberation No. 541/08;
II. Inclusion of information in Table 1 – "Distributed Dividends" of Group 6 – "Dividends in Money".
It is worth mentioning that, in cases of registration of public offering of securities, the same information inserted in the distribution prospectus must also be part of the IAN.
It is important to clarify that companies in the pre-operational phase must provide, upon presentation of said form, updated information on the progress of the project presented to the CVM at the time of the registration request, in accordance with paragraph 1 of article 16 of CVM Instruction No. 202/93.

1.5. QUARTERLY INFORMATION – ITR
Article 16, item VIII, of CVM Instruction No. 202/93 provides for the submission of forms regarding quarterly information (ITR).
The deadline for submission of the ITR is up to 45 (forty-five) days after the end of each quarter of the fiscal year, except the last, or when the company discloses the information to shareholders, or to third parties, on an earlier date.
It is worth clarifying that the information of the last quarter will be included in the DFP form (item II of the same article), which includes the entire fiscal year. If a statutory change 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. According to CVM Instruction No. 245/96, only publicly-held companies with registration for trading their securities in a stock exchange or organized over-the-counter market, and whose consolidated annual gross revenue, in the immediately preceding fiscal year, was less than R$ 100,000,000.00, are exempt from presenting the Special Review Report of the ITR (article 1, item I, letter "b"). For such Companies, the submission deadline established in item VIII of article 16 of CVM Instruction No. 202/93 is increased by 15 days, i.e., it becomes 60 (sixty) days (article 1, item V), without prejudice to the obligation of its submission on an earlier date if the company discloses the information to shareholders, or to third parties, before this deadline. In accordance with article 8 of CVM Instruction No. 202/93, if the Company discloses projections, these must be informed and are subject to systematic monitoring in the Quarterly Information form (ITR). Thus, if the company made projections about its business, the realization or not of the planned steps must be in the ITR, since the form is also an instrument of monitoring for investors on the progress of the company's projects. As provided in the sole paragraph of article 3 of CVM Instruction No. 414/04, securitization companies must add to the Quarterly Information – ITR and Standardized Financial Statements – DFP forms:
I. Report on the acquisition, retrocession, payment and default of credits linked to the issuance of CRI;
II. The independent financial statements, by issuance of CRI under the fiduciary regime, provided for in article 12 of Law No. 9.514, of 20.11.1997; and
III. The quarterly update of the risk classification reports of the CRIs issued referred to in paragraph 7, of article 7, of CVM Instruction No. 414/04, if applicable.
Although there is no legal requirement, it is considered important the presentation of consolidated quarterly information (if applicable) with a view to broad disclosure. In this sense, it is worth highlighting that, by virtue of BOVESPA's requirement, and in line with good corporate governance practices, companies listed in Levels I and II and in the Novo Mercado are obliged to present consolidated quarterly information. Publicly-held companies that choose to disclose their Interim Consolidated Financial Statements in IFRS, with a reference date of 30.09.07 onwards, may continue to voluntarily submit, through the ITR Form, the Consolidated Financial Statements in accordance with corporate legislation (see item 1.1).

COMPLETE ANNUAL FINANCIAL STATEMENTS
The financial statements and, if applicable, the consolidated statements, prepared in accordance with article 176 of Law No. 6.404/76 and with the relevant CVM regulation, must be presented, as established in item I of article 16 of CVM Instruction No. 202/93, independent of the presentation of the DFP form, as already commented in item 1.3.
The statements must be accompanied by the management report and the independent auditor's opinion, in a single file in doc or pdf format, not being confused with their eventual publications in summarized form, as allowed by article 3 of CVM Instruction No. 207/94.
The final deadline for submission of the financial statements is up to 3 (three) months after the end of the fiscal year or on the same day of its publication in the press or its availability to shareholders, if this occurs on a date prior to the first deadline.

Article 133 of Law No. 6.404/76 provides for the need to publish the financial statements of companies up to 5 (five) days before the holding of the Ordinary General Assembly. In this case, it is also necessary to publish a Notice to Shareholders, 1 (one) month before the OGA, informing of the availability of the statements in question, at the company's headquarters, considering the availability requirement met if the statements are disclosed on the company's electronic page, with their filing at the CVM on the same date. If the publication of the financial statements is made one (1) month in advance of the date of the OGA, the publication of the mentioned notice becomes unnecessary.
The sending of these statements must be done through the Periodic and Occasional Information System (IPE), in the category "Economic-Financial Data – Complete Annual Financial Statements", filling in the fields referring to the dates and newspapers of the publications or, when publishing in accordance with paragraph 3, of article 133, of Law No. 6.404/76, in the field referring to the dates, indicate the scheduled publication date or the company's electronic page, for access to the information.
Article 289 of Law No. 6.404/76 determines that the publications ordered therein must be made in the official organ of the Union, State or Federal District, according to the place where the company's headquarters is located and in another newspaper of large circulation edited in the locality where the company's headquarters is located.
As provided in CVM Instruction No. 207/94, publicly-held companies whose securities are admitted to trading in stock exchanges must also carry out the publications ordered by law, in a newspaper of large circulation, edited in the locality where the stock exchange is located, in which in the 2 (two) last fiscal years, the largest amount of transactions with securities of its issuance has been verified, its requirement being dispensed with in the event that that locality coincides with the company's headquarters. CVM Instruction No. 207/94 also allowed the publication of financial statements in summarized form compared to the data of the previous fiscal year, provided that, at a minimum, the information specified in its article 3 is disclosed. 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 a notice to shareholders in the extract of the minutes of the OGA, in accordance with paragraph 3, of article 289, of Law No. 6.404/76. Publicly-held companies that choose to disclose their Year-End Consolidated Financial Statements in IFRS, with a reference date of 31.12.07 onwards, may continue to voluntarily disclose the Consolidated Financial Statements in accordance with corporate legislation (see item 1.1).

REPORTS OF BANKRUPT AND LIQUIDATING COMPANIES
The bankruptcy or liquidation of the company does not exempt it from complying with legal requirements imposed on publicly-held companies, notably the provisions of paragraphs 2 and 3 of article 16 of CVM Instruction No. 202/93.
In this sense, the Collegiate's decision is highlighted, in a meeting of 13.07.2004 (available on the CVM website)(3), that bankrupt or liquidating publicly-held companies are exempt from providing the information provided for in items II, IV and VIII of article 16 of Instruction No. 202/93 (DFP, IAN and ITR Forms), and are required, in return, those set forth in paragraphs 2 and 3 of the cited article. According to paragraph 2 of article 16 of CVM Instruction No. 202/93, the trustee of the company that has been declared bankrupt must provide semi-annual information on fixed deadlines, stages reached, assets sold, amounts collected, amounts disbursed and other information considered relevant for the securities market, up to 45 (forty-five) days after the end of the

semester.
In the case of companies in extrajudicial liquidation, the aforementioned information must be submitted within 45 (forty-five) days after the end of each quarter of the fiscal year, as provided for in paragraph 3 of article 16 of CVM Instruction No. 202/93.
With the aim of standardizing and facilitating the submission and control of these periodic reports from bankrupt and liquidating open companies, it is recommended that, except for the first report, the others be forwarded, whenever possible, with a reference date that coincides with the quarters and semesters of the civil year.
It is worth noting that both information regarding the petition or confession of bankruptcy and the declaratory sentence of bankruptcy, as stated in article 17, items IX and X of CVM Instruction No. 202/93, are occasional information that must be provided by the company (see item 6.5), constituting, furthermore, a Relevant Fact, in accordance with CVM Instruction No. 358/02. Both the reports and the aforementioned information must be sent, mandatorily, through the IPE System.

ORDINARY GENERAL ASSEMBLY – OGA
According to the wording of article 132 of Law No. 6.404/76, annually, within the first four months following the end of the fiscal year, there must be a general assembly to take the accounts of the administrators, examine, discuss, and vote on the financial statements, deliberate on the allocation of the net profit of the year and the distribution of dividends, elect the administrators and the members of the Fiscal Council. In accordance with item II, of paragraph 1, of article 124, of Law No. 6.404/76, as amended by Law No. 10.303/01, the convocation of a general assembly of an open company shall be made through an announcement published at least three times, containing, in addition to the location, date, and time of the assembly, the agenda, and, in the case of bylaws reform, the indication of the matter, with the advance notice period for the first convocation being 15 (fifteen) days and for the second convocation, 8 (eight) days. The convocation notices for Ordinary and/or Extraordinary General Assemblies must explicitly enumerate, in the agenda, all matters to be deliberated, not admitting that under the heading "general matters" there are matters that depend on assembly deliberation, as established in CVM Instruction No. 341/00, with its transgression considered a serious offense for the purposes provided for in paragraph 3, of article 11, of Law No. 6.385/76. Furthermore, in accordance with article 133 of Law No. 6.404/76, the documents pertinent to matters included in the agenda must be made available to shareholders at the company's headquarters, up to one month before the date set for the holding of the ordinary general assembly. Such documents must be sent to the CVM and, if applicable, to the stock exchange and organized over-the-counter market entity where the company's securities are admitted to trading, via the IPE System, on the date of their availability at the company's headquarters, independent of the publication provided for in paragraph 3, of article 133, of Law No. 6.404/76. The documents must contain the information necessary for the understanding of the matters to be discussed at the assembly. It must be informed, for example, considering the provision of item II of article 132 of Law No. 6404/76, if the distribution of any benefit to shareholders, that is, dividend, interest on equity capital, or eventual remuneration of capital, will be submitted for the deliberation of the Assembly. If positive, the gross value, in reais (R$) per type and class of share, must be provided, as well as whether the aforementioned value will be monetarily updated, as permitted by article 4 of CVM Instruction No. 72/87. In this sense, it is worth noting that the administration's proposal should not be limited to the enumeration of items to be submitted to assembly deliberation, as such a procedure would make it a mere repetition of information already contained in the Convocation Notice. Additionally, it is worth noting that, in the case of
the election of the Board of Directors with the adoption of the multiple voting system, in accordance with article 141, of Law No. 6.404/76, the minimum percentage of participation in the voting capital necessary to request the adoption of multiple voting must appear, mandatorily, in the convocation notices of the Assemblies intended for the election of the members of the Board of Directors of open companies, as determined by CVM Instruction No. 165/91, amended by CVM Instruction No. 282/98. A copy of the convocation notice of the ordinary general assembly must be sent to the CVM, through the IPE System, on the same day of its publication by the press, in accordance with item III of article 16 of CVM Instruction No. 202/93. According to items V and VI of article 16 of CVM Instruction No. 202/93, summaries of decisions of the ordinary general assembly must also be sent, by the day following its holding, as well as the minutes of the OGAs, within 10 (ten) days of its holding, indicating the dates and newspapers of their publication. In this sense, it should be observed that the summary of decisions taken at the assembly (provided for in item V of article 16 of CVM Instruction No. 202/93) is not confused with the minutes of the OGA (provided for in item VI of article 16 of CVM Instruction No. 202/93), 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 V of article 16 of CVM Instruction No. 202/93 deals only with the result of the assembly's deliberations, which must be sent, via the IPE System, in the "Assembly" category, species "Summary of Decisions", and the minutes of the OGA, provided for in item VI of the same article, drawn up in full or in the form of a summary of the facts occurred, must be sent via the species "Minutes". Whenever possible, the minutes of OGAs archived at the CVM must contain the attendance list, with the qualification of shareholders, discrimination of the quantity, type, and class of shares held by each, as well as be accompanied, in the same file, by all documents referenced in the minutes and related to the assembly's deliberations, such as contracts, opinions, and manifestations of dissenting votes by shareholders. Given the closing of the period provided for in paragraph 4 of article 8 of Law No. 10.303/01, the Board of Directors elected in accordance with article 141, paragraph 4, II, or paragraph 5, of Law No. 6.404/76, have been freely indicated by shareholders since the OGA held in 2006. Thus, in accordance with the decision of the CVM Board in a meeting held on 03.03.2006(4) (see item 12.1 below), it has been recommended to open companies to include in the convocation notices of general assemblies where the election of board directors is provided for, the possibility of exercising the faculties dealt with in the aforementioned paragraphs of article 141 of Law No. 6.404/76. It is worth
noting that, in accordance with article 19, item II, of CVM Instruction No. 202/93, the non-observance of the period fixed in article 132 of Law No. 6.404/76 for the holding of the ordinary general assembly is considered a serious offense.
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 an attorney-in-fact constituted for less than 1 (one) year, who is a shareholder, administrator of the company, or lawyer, and that, in the open company, the attorney-in-fact may also be a financial institution, with the administrator of investment funds representing the co-owners. It is worth highlighting that although it is reasonable for the company to determine, in accordance with statutory or notice provisions, that its shareholders make the prior deposit of their respective instruments of mandate, the advance delivery of such documents constitutes a mere option for the shareholder, inasmuch as the aforementioned law does not establish any obligation in this regard. Thus, the impediment of participation at an assembly by the shareholder's representative who has failed to adopt the procedure of advance delivery of the instrument of mandate as established by the company constitutes a violation of Law No. 6.404/76. It is also worth noting that, in a meeting held on 24.06.2008 (available on the CVM page), the CVM Board issued an understanding that, although Law No. 6.404/76 conditions the representation of shareholders on the presentation of a power of attorney, neither the Civil Code nor the S.A. Law require the notarization or consularization of powers of attorney. Thus, the company may always, at its discretion, dispense with the notarization and consularization of the instruments of power of attorney granted by shareholders to their representatives. The Board also understood that there is nothing to prevent powers of attorney from being granted electronically, given, moreover, that Provisional Measure 22002/01 expressly recognizes the legal validity of documents signed electronically. According to the decision, any mechanism that ensures the authorship and integrity of electronic powers of attorney and is admitted as valid by the parties involved, notably the company, can be used for this purpose.
MAIN OCCASIONAL INFORMATION
6.1. EXTRAORDINARY GENERAL ASSEMBLY – EGA AND SPECIAL ASSEMBLY
The convocation notices for Ordinary and/or Extraordinary General Assemblies must explicitly enumerate, in the agenda, all matters to be deliberated, not admitting that under the heading "general matters" there are matters that depend on assembly deliberation, as established in CVM Instruction No. 341/00, with its transgression considered a serious offense for the purposes provided for in paragraph 3 of article 11 of Law No. 6.385/76. Furthermore, as provided for in paragraph 3 of article 135 of Law No. 6.404/76, the documents pertinent to the matter to be debated at the extraordinary general assembly must be made available to shareholders, at the company's headquarters, upon the publication of the first announcement of convocation of the assembly. Such documents, notably the administration's proposal(5), must be sent to the CVM and, if applicable, to the stock exchange and organized over-the-counter market entity where the company's securities are admitted to trading, via the IPE System, upon the publication of the first announcement of convocation of the general assembly. The documents must contain the information necessary for the understanding of the matters to be discussed at the assembly. It is worth noting that the administration's proposal, for example, should not be limited to the enumeration of items to be submitted to assembly deliberation, as such a procedure would make it a mere repetition of information already contained in the Convocation Notice. According to items I, II, and III of article 17 of CVM Instruction No. 202/93, in addition to the mandatory sending, via the IPE System, of the convocation notices for extraordinary, special, and debentureholder assemblies, whose publications follow the mold of article 124, paragraph 1, item II, of Law No. 6.404/76, companies are obliged to send the summaries of decisions, by the day following their holding, and the minutes of the assemblies, within 10 (ten) days of their holding. In this sense, it should be observed that the summary of decisions taken at the assembly (provided for in item II of article 17 of CVM Instruction No. 202/93) is not confused with the minutes of the EGA (provided for in item III of article 17 of CVM Instruction No. 202/93), 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. The summary provided for in item II of article 17 of CVM Instruction No. 202/93 deals only with the result of the assembly's deliberations, which must be sent, via the IPE System, in the "Assembly" category, species "Summary of Decisions", and the minutes of the EGA, provided for in item III of the same article, drawn up in full or in the form of a summary of the facts occurred, must be sent via the species "Minutes". Whenever possible, the minutes of Extraordinary General, Special, and Debentureholder Assemblies archived at the CVM must contain the attendance list, with the qualification of
debentureholders or shareholders, discrimination of the quantity of debentures and shares (with designation of their type and class) held by each, as well as be accompanied, in the same file, by all documents referenced in the minutes and related to the assembly's deliberations, such as contracts, opinions, and manifestations of votes by debentureholders or shareholders.

6.2. SHAREHOLDER AGREEMENTS
In accordance with item IV of article 17 of CVM Instruction No. 202/93, shareholder agreements must be sent to the CVM, via the IPE System, upon their filing at the Company, notably the agreements that, as provided for in article 118 of Law No. 6.404/76, deal with the purchase and sale of shares, preference to acquire them, exercise of the right to vote, or the power of control, without prejudice to the provisions of CVM Instruction No. 358/02. The alteration of their clauses, their extinction due to a term or resolutory condition, or the celebration of a new shareholder agreement implies their update with the CVM.

6.3. GROUP OF COMPANIES CONVENTION
According to item V of article 17 of CVM Instruction No. 202/93, the controlling company and its controlled companies that constitute groups of companies, obligating themselves to combine resources or efforts for the realization of their respective objects, or to participate in common activities or ventures, are obliged to send a copy of the convention to the CVM, via the IPE System, upon its approval by the companies that compose it (article 265 of Law No. 6.404/76). Law No. 6.404/76, when dealing with 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". Notwithstanding, the use of the word "group", in the sense of "economic group", is a practice that can be observed among companies that have several affiliates and controlled companies, without them being the same groups of companies formally constituted in accordance with article 265. In this sense, it is recommended that companies avoid mentioning the word "Group" in documents and information disclosed.

6.4. RELEVANT ACT AND FACT
According to articles 6 and 17, item VI, of CVM Instruction No. 202/93, and article 3 of CVM Instruction No. 358/02, it is incumbent upon the Investor Relations Director (IRD) to disclose and communicate to the CVM and, if applicable, to the stock exchange and organized over-the-counter market entity where the company's securities are admitted to trading, any relevant act or fact occurred or related to its business (defined in article 2 of the aforementioned Instruction), as well as to ensure its broad and immediate dissemination, simultaneously, in all markets where such securities are admitted to trading. If controlling shareholders, directors, members of the board of directors, fiscal council, and any organs with technical or consultative functions, created by statutory provision, have personal knowledge of a relevant act or fact and ascertain the omission of the Investor Relations Director in fulfilling his duty of communication and disclosure, including in the hypothesis of the sole paragraph of article 6 of CVM Instruction No. 358/02, they will only be exempt from liability if they immediately communicate the relevant act or fact to the CVM. It is worth noting 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 assembly or of the company's administration organs, or relevant 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 article 6, sole paragraph, of this Instruction, relevant acts or facts may cease to be disclosed if controlling shareholders or administrators understand that their disclosure will put at risk the legitimate interest of the company. In this case, these persons are obliged to, directly or through the IRD, immediately disclose the relevant act or fact, in the hypothesis that the information escapes control or if there is atypical oscillation in the quotation, price, or quantity traded of the securities issued by the open company or referenced to them. According to the sole paragraph, of article 4, of CVM Instruction No. 358/02, if there is atypical oscillation 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 persons with access to relevant 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 a relevant act or fact 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, fiscal council, and any organs with technical or
consultative functions, created by statutory provision, are subject to the investigation of responsibility for the eventual infringement of the aforementioned articles 3, 4, and 6 of CVM Instruction No. 358/02 and articles 155, paragraph 1, and 157, paragraph 4 of Law No. 6.404/76, as applicable. The decision regarding the disclosure of relevant acts or facts is the competence of the company's administration itself, with the CVM being responsible for ensuring the quality of information brought to the market, prioritizing transparency (full disclosure) and combating information asymmetry. The information subject to disclosure must be expressed in clear and objective language, exempting the company from issuing a value judgment, especially regarding the progress of judicial disputes and decisions rendered therein, which must reflect the exact wording of such decisions. Corporate legislation does not prevent relevant information from being disseminated and discussed in meetings of trade associations, investors, analysts, or with selected audiences, in the country or abroad. However, ensuring equitable treatment of all market participants, and in order to prevent, even, the possibility of using insider information, it requires that the relevant 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. Following the orientation set forth in article 5 of the aforementioned Instruction, the disclosure of the relevant act or fact must be made, whenever possible, before the start or after the closing of business at the stock exchanges and organized over-the-counter market entities where the company's securities are admitted to trading. Backed 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 relevant 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 relevant act or fact may put the legitimate interest of the Company at risk, a request for exception to immediate disclosure may be addressed to the 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 Board, on 22.08.2006, in the judgment of Process CVM RJ/2006/1574 (available on the CVM page)(6), it is alerted that the disclosure of relevant acts or facts must be made through publication in newspapers of large circulation habitually 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, State, or Federal District is dispensable, depending on the location of the company's headquarters. It is worth noting
that the sending of the file with the text of the relevant act or fact will be done through the IPE System, on the business day prior 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 aforementioned Instruction.

6.5. BANKRUPTCY SENTENCE AND CONCORDAT
It is worth noting that, in this item, the provisions contained in the new Bankruptcy Law must be considered, especially regarding the replacement of concordat by extrajudicial or judicial recovery.
Without prejudice to the disclosure of a Relevant Fact regarding the petition for concordat or request or confession of bankruptcy, in accordance with article 2, sole paragraph, item XXII, of CVM Instruction No. 358/02, open companies must present to the CVM, via the IPE System, the sentences granting concordat or declaratory of bankruptcy with the indication of the trustee of the bankrupt estate, on the same day of their knowledge by the company, as provided for in article 17, items VIII and X, of CVM Instruction No. 202/93. Furthermore, according to items IX and VII, information regarding petition or confession of bankruptcy must be provided, on the same day of its knowledge by the company, or of the entry of the petition into court, as applicable; as well as regarding the request for concordat, together with its grounds, financial statements especially prepared to obtain the legal benefit, and, if applicable, the situation of debentureholders regarding the receipt of invested amounts, on the same day of the entry of the petition into court. These information must also be sent via the IPE System.

Companies must pay attention to the immediate need to update their registration with the CVM, proceeding, notably, to alter their status in the CVMWEB System (see item 29), as well as the data of the trustee or judicial administrator via the IPE system (see item 30).

6.6. DOCUMENTS RELATED TO COMPANIES IN JUDICIAL AND EXTRAJUDICIAL RECOVERY

Despite the lack of express requirement in CVM Instruction No. 202/93 for the submission of documents related to judicial and extrajudicial recovery situations, the CVM has been demanding that companies send such information.

To this end, the category "Information on Companies in Judicial or Extrajudicial Recovery" was created in the IPE System, containing 5 (five) types of documents, namely: Initial Petition, Recovery Plan, Creditors' Meeting, Judgments, and Other Documents.

It should be noted that, in addition to sending the aforementioned documents, companies must proceed with updating their registration in the CVMWEB System, changing their status to "In Judicial Recovery" or "In Extrajudicial Recovery", from the date of the judgment that grants the request.

It is also worth highlighting that the submission, via the IPE System, of the aforementioned information does not exempt the company from disclosing a Material Fact regarding the request or decree of judicial or extrajudicial recovery, in accordance with article 2 of CVM Instruction No. 358/02.

6.7. SECURITIES OF ADMINISTRATORS AND RELATED PARTIES

CVM Instruction No. 449/07 altered the wording of article 11 of CVM Instruction No. 358/02, regarding the system for sending Forms containing information about the shareholdings of administrators and related persons.

The previous wording of CVM Instruction No. 358/02 provided that it was the responsibility of the administrators and related persons themselves to send the CVM the information regarding the transactions they carried out.

In practice, however, Circular Letter/CVM/SEP No. 02/2006, of 14.03.06, determined that the information was to be sent by the administrators and related persons to the Company's Investor Relations Director (DRI), who would then transmit it to the CVM via the IPE System.

The change promoted by CVM Instruction No. 449/07 aimed to formalize, in article 11 of CVM Instruction No. 358/02, this procedure that was already occurring in practice.

Thus, as provided for in article 11, caput and paragraph 4, of CVM Instruction No. 358/02, directors, members of the board of directors, the fiscal council, and any bodies with technical and advisory functions, created by statutory provision, are obliged to communicate to the open company (Investor Relations Director) the quantity, characteristics, and manner of acquisition of the securities issued by it and by controlled or controlling companies, or referenced to it, of which they are holders:

I. Within a period of 5 (five) days after the completion of each transaction;
II. On the first business day after assuming office; and
III. Upon submission of documentation for the registration of the company as open.

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

The Investor Relations Director must send, via the IPE System, the information subject to article 11 of CVM Instruction No. 358/02, monthly to the CVM, until 10 (ten) days after the end of each month in which changes in the positions held or the month in which the appointment of the persons mentioned occurred takes place. It should be highlighted that the model forms for filling out are available on the CVM's Internet page, in the link "Submission of documents", "XML File Standards and others".

It should be emphasized that this rule aims to disclose all movements carried out by administrators and related persons, 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 a period of 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 forwarded in only two files, one of which must contain the forms of the individual positions held by administrators and related persons, and the other, the consolidated position of each body (management, board of directors, fiscal council, and technical or advisory bodies), with only the consolidated positions being available in the IPE System.

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 persons were verified. In this case, the forms must be filled out with the information that, during that period, there was no trading in securities of the company, its controlled, controlling, or affiliated companies, repeating the initial balance values in the final balance.

6.8. RELEVANT SHAREHOLDING PARTICIPATION

By virtue of article 12 of CVM Instruction No. 358/02 (amended by CVM Instruction No. 449/07), any natural or legal person, or group of persons, acting in concert or representing the same interest, who comes to acquire or alienate relevant participation in shares or class of shares representing the share capital of an open company, is obliged to, immediately after the operation, communicate to the Company the alteration in their participation.

6.8.1. Calculation of increase or reduction of relevant participation

Regarding the increase in shareholding participation, the aforementioned Instruction determined the disclosure of a declaration on two occasions: (i) when the direct or indirect participation reaches 5% (five percent) or more of the species or class of shares representing the capital of an open company, that is, it increases, passing the 5% (five percent) mark (article 12, caput); (ii) each time the participation of the holder of 5% (five percent) or more of the species or class of shares representing the capital of an open company rises by 5% (five percent) of the total of the species or class of shares, that is, it suffers a positive variation of 5% (five percent) (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 an open company acquires another 2% (two percent) of this same species, totaling 6% (six percent) shareholding 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, inasmuch as it passed the 5% (five percent) mark of shareholding participation.

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 shareholding participation, CVM Instruction No. 358/02 prescribed the obligation to disclose a declaration on two occasions: (i) when the participation of the holder of 5% (five percent) or more of the species or class of shares representing the capital of an open company reaches the percentage of 5% (five percent) of the total of this species or class, that is, it decreases, passing the 5% (five percent) mark (article 12, paragraph 4, first part); (ii) each time the participation of the holder of 5% (five percent) or more of the species or class of shares representing the capital of an open company is reduced by 5% (five percent) of the total of the species or class, that is, it suffers a negative variation of 5% (five percent) (article 12, paragraph 4, in fine).

Exemplifying, we have that the same investor mentioned above, holder of 12% (twelve percent) of the total of a species of shares of an open company, who alienates 5% (five percent) of his participation, passing his 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 his participation.

A new disclosure of declaration will be required in the event that the same investor, holder of 7% (seven percent) of a species of shares of an open company, alienates, at least, 2% (two percent) of his shareholding participation, reaching the 5% (five percent) mark of the total of shares of this species, as provided in the first part of article 12 of CVM Instruction No. 358/02.

It should be noted that the variation in shareholding participation is not exclusively tied to a single operation, but is also assessed cumulatively, and refers to the acquisition/alienation/extinction of shares and rights over shares both in the onerous modality (purchase and sale, swap, and loan) and gratuitous (donation).

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

I. Applies to transactions carried out on stock exchanges and in the over-the-counter market, organized or not, as well as those carried out without the intervention of an institution integrated into the distribution system; and
II. 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 contract of trust or portfolio management or shares 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 trading decisions of the administrator be influenced by the unitholders.

6.8.2. Group of persons acting in concert

The obligation to communicate the variation in relevant shareholding 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", we mention below three exemplary hypotheses of the link between shareholders:

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

6.8.3. Publication of the Declaration of Increase in Participation (Changes of CVM Instruction No. 449/07)

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

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

The new norm changed this logic by turning the rule into an exception and vice versa.

Thus, no increase in participation in volume greater than 5% needs, in principle, to be disclosed in the press, nor is it necessary for the CVM to grant exemption from this publication.

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

In this sense, in cases where the acquisition results or has been carried out with the objective of altering the composition of the control or the administrative structure of the society, as well as in cases where the acquisition generates the obligation to carry out a public offer, in accordance with Instruction No. 361/02, the acquirer, in addition to sending the Company the aforementioned declaration, must promote its publication in the press in accordance with article 3 of CVM Instruction No. 358/02.

The sellers of relevant shareholding participation, in accordance with article 12, paragraph 4, of the aforementioned norm, must inform the alienation or extinction of their shares issued by an open company by sending a "Declaration of Alienation of Relevant Shareholding Participation" to the Company.

The "Declarations of Acquisition of Relevant Shareholding Participation", as well as the "Declarations of Alienation of Relevant Shareholding Participation", must be forwarded to the Investor Relations Director of the open company.

In order to observe the period established in article 12 of CVM Instruction No. 358/02, the forwarding must take place, in general, until the beginning of the next trading session after the completion of the operation, without prejudice to the provisions of article 3 of the same instruction, in cases where the increase in participation constitutes a Material Fact.

As soon as they are received by the Company, the Investor Relations Director must insert the declarations into the IPE System, through the CVM page, in the Category "Market Communication", with the type "Acquisition/Alienation of Shareholding Participation (article 12 of CVM Instruction No. 358)" and two individualized species of Declaration. In the case of declarations that have been the subject of publication, by virtue of paragraph 5 of article 12 or spontaneously, the dates and newspapers in which the publication was carried out must be informed.

The DRI must, equally, promote the necessary update of the IAN form in the corresponding field.

6.8.4. Content of the declaration of increase in participation

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

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

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

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

6.8.6. Loan of shares

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

Likewise, the shares subject to loan must be considered in the calculation of the increase or reduction of 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 Instruction 358/02 must discriminate the portion of the shares held by the declaring investor that was acquired or alienated through the loan of shares.

6.8.7. 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 alienation of relevant shareholding participation, by forwarding the information to the Company.

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

For this reason, the representative of the non-resident investor must maintain controls, including diligently seeking to obtain timely information from managers, that allow, considering the identification of investors acting in concert, the verification of the need to disclose a Communication regarding an increase or reduction in relevant participation, given the isolated or joint participation of the investors represented by him.

6.9. PERIOD OF PROHIBITION ON TRADING

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

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

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

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

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

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

It should be noted that in the case of a share repurchase program, as well as in the other prohibitions 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 CVM Instruction No. 358/02.

Regarding the 15-day period preceding the disclosure of quarterly and annual information, the rule establishes that the prohibition on trading 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.

6.10. TRADING POLICY

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

The elaboration of a trading policy for securities acquires greater relevance in the case of companies that adopt or will adopt incentive programs for their employees and executives, such as stock option plans, because, by establishing internal norms, these companies define a general line of orientation, 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 issued by them, highlighting those of a private nature.

Thus, companies that have a Trading Policy must forward it to the CVM, via the IPE System.

It should be highlighted that companies must adapt their Trading Policies to the extent that they are inconsistent with the changes promoted by CVM Instruction No. 449/07 in articles 13 and 15 of CVM Instruction No. 358/02.

6.11. DISCLOSURE POLICY

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

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

securities issued, to have the duty to adopt the disclosure policy.
The Disclosure Policy must be forwarded to the CVM, via the IPE System.

6.12. MEETINGS OF THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Law No. 6,404/76 only requires the filing in the commercial registry and the publication of the minutes of the Board of Directors meeting that produces effects vis-à-vis third parties (Article 142, paragraph 1).
Instruction CVM No. 202/93, in turn, requires the presentation, for the initial registration of a publicly-held company, of the minutes of the Board of Directors meeting that appointed the investor relations director, when this has been appointed in that meeting (Article 7, item I).
Instruction CVM No. 358/02 requires that the communication of the approval or alteration of the trading policy and the disclosure policy of the publicly-held company must be accompanied by a copy of the resolution and the full text of the documents that regulate and integrate the aforementioned policies, one of which is necessarily the minutes of the respective Board of Directors meeting that approved the policies. Furthermore, Instruction CVM No. 202/93 provides that other eventual information may be requested by the CVM, within the timeframes indicated by it (Article 17, item XI). Thus, although there is no express mention in Article 17 of Instruction CVM No. 202/93 regarding the obligation to send all minutes of the Board of Directors and Executive Officers meetings, the CVM, through the IPE Manual, has been requiring their submission, via the IPE System, under the category "Administration Meeting." It is also worth noting that BOVESPA, in the case of companies listed on that exchange or on SOMA, has also been requiring submission via the IPE System, through electronic messages sent to the companies.

6.13. COMMUNICATION OF CHANGE OF AUDITOR
Regardless of the need to update the independent auditor's data in the Companies Registration System – CVMWEB (see item 29), under Article 13, item III, of Instruction CVM No. 202/93, the administration of the audited entity must, within 20 (twenty) days, communicate the change of auditor to the CVM, whether or not there is a termination of the audit services contract, with justification for the change, which must include the consent of the replaced auditor, as determined by Article 28 of Instruction CVM No. 308/99. Such communication must be sent to the CVM via the IPE System, in the Category "Market Communication," Type "Change of auditor (Article 28, Instruction CVM No. 308/99)." It is worth highlighting that, according to Article 29 of the aforementioned Instruction, it is the duty of the statutory audit committee of the audited entity, when in operation, to verify the correct compliance by the administrators with the provisions of Article 28.

6.14. TRUSTEE AGENT REPORT
The report referred to in Article 68, paragraph 1, item "b" of Law No. 6,404/76 must be sent by the trustee agent to the Company, which will forward it to the CVM, via the IPE System, within 4 (four) months of the end of the fiscal year or on the same day of its disclosure by the trustee agent, whichever occurs first.
Furthermore, without prejudice to the provisions of Article 3 of Instruction CVM No. 358/02, the communications of the trustee agent prepared in compliance with Article 68, paragraph 1, item "b" of Law No. 6,404/76 must be forwarded by the Company to the CVM, via the IPE System, immediately after receipt of the notification sent by the trustee agent.

COMMON OBSERVATIONS REGARDING PERIODIC AND EVENTUAL INFORMATION
The forwarding of periodic and eventual information provided for in Instruction CVM No. 202/93, Article 28 of Instruction CVM No. 308/02, and Instruction CVM No. 358/02 (amended by Instruction CVM No. 449/07) must be done as follows:
I. DFP, IAN, and ITR Forms – via the CVMWIN System (see item 28);
II. Registration update – via the CVMWEB System (see item 29); and
III. Other periodic information and eventual information – via the IPE System (see item 30).
As permitted by Article 14, paragraph 1, of Instruction CVM No. 202/93, the CVM, on an exceptional basis, may dispense with the presentation of periodic and eventual information, when the administrators consider that its disclosure would put at risk the legitimate interest of the company, applying, where applicable, the provisions of Article 157, paragraph 5, of Law No. 6,404/76 and Articles 6 and 7, paragraph 1, of Instruction CVM No. 358/02. According to paragraphs 1, 2, and 3 of Article 14, when the administrators decide to send periodic or eventual information considered confidential to the CVM, they must present their reasons, sending such information to the President of the CVM in a separate document in a sealed envelope, which must bear the word "Confidential." The final deadlines for submitting periodic and eventual information are non-extendable, as there is no express authorization in the legislation to authorize, for any reason, a request for extension of the submission deadline for this information, except for the scenario provided for in Article 14, paragraph 1, of Instruction CVM No. 202/93. If the final date coincides with a Saturday, Sunday, or national holiday, the final date for submitting periodic and eventual information will be the next business day, as established by Article 66 of Law No. 9,784, of 29.01.1999. A publicly-held company that does not keep its registration updated, in accordance with Articles 13, 16, and 17 of Instruction CVM No. 202/93, is subject to a daily coercive fine, according to the values listed in the table contained in Article 18 of the aforementioned Instruction, without prejudice to the liability of the administrators (and, when applicable, the receiver, the bond trustee, the judicial administrator, the judicial manager, or the liquidator), under Articles 9, item V, and 11 of Law No. 6,385/76. Furthermore, it is emphasized that violation of the provisions of Instruction CVM No. 358/02 (amended by Instruction CVM No. 449/07) constitutes a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6,385/76, as provided by its Article 18, and that the CVM must communicate to the Public Prosecutor's Office the occurrence of the events provided for in this Instruction that constitute a crime (paragraph 1 of the aforementioned Article). Finally, it is highlighted, without prejudice to the provisions of the last two paragraphs, that the company must keep the market informed about any difficulty in meeting the deadlines provided for the submission of periodic and eventual information.
CONSEQUENCES OF OUTDATED REGISTRATION
As highlighted in the previous items, publicly-held companies must pay attention to compliance with the legal and regulatory requirements imposed, especially regarding the maintenance of their updated registration.

8.1. COERCIVE FINES
Initially, it is worth clarifying that coercive fines are imposed, observing the provisions of applicable regulation, notably Instruction CVM No. 452/07, without excluding the assessment of liability for non-compliance with the provisions contained in corporate legislation, as well as for non-compliance with a specific order issued by the CVM.
The penalties provided for in the caput of Article 11 (and respective items I to VIII) of Law No. 6,385/76, in turn, will only be imposed with observance of the procedure provided for in paragraph 2 of Article 9 of Law No. 6,385/76 (administrative proceeding preceded by an investigative stage).
However, a company that does not keep its registration updated, in accordance with Articles 13, 16, and 17 of Instruction CVM No. 202/93, will be subject to a daily coercive fine, according to the tables contained in Article 18 of the same Instruction.
It is observed that from the decision to apply coercive fines, an appeal may be filed to the CVM Collegiate Body, within 10 (ten) days, under Article 13 of Instruction CVM No. 452/07.
In this sense, it is emphasized the need to maintain updated registration data, especially the company's address and the IRD's address, as provided for in the last paragraph of item 29.
Since 2007, appeals must be filed through the CVM's internet page (www.cvm.gov.br), on the link "Inspection Fee and Coercive Fine"/"Appeal against Coercive Fine – Ordinary and Extraordinary"/"CVMWeb Login."
Furthermore, under item IX of CVM Deliberation No. 463/03, in the case of errors, omissions, obscurity, or material inaccuracies in the decision, or contradiction between the decision and its grounds, the Collegiate Body will review requests for reconsideration of its decision regarding the appeal.
It is also clarified that CVM Deliberation No. 447/02, amended by CVM Deliberations No. 467/04 and No. 483/05, provides, among other things, for the installment payment of applied coercive fines, and CVM Deliberation No. 501/06 provides for the incidence of late payment interest on debts arising, including, from coercive fines.
Finally, it is recommended that companies maintain contact with 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 Active Debt.

8.2. PUBLICATION OF THE LIST OF DEFAULTING COMPANIES
The Securities and Exchange Commission, in accordance with CVM Deliberation No. 178/95, publishes semi-annually to market participants the list of publicly-held companies whose company registration – referred to in Article 21 of Law No. 6,385/76, as established in Instruction CVM No. 202/93 – has been outdated for more than 6 (six) months.
It is worth noting that the published list refers to a specific date, so there is no question of updating or correcting the list, except in the case of undue inclusion.

8.3. OFFICIAL SUSPENSION OF PUBLICLY-HELD COMPANY REGISTRATION
A publicly-held company that has been in arrears with the obligation to provide information to the CVM for more than 3 (three) years will have its registration suspended, as established in Article 2 of Instruction CVM No. 287/98.
Concurrently with the suspension of registration, the initiation of an administrative inquiry will be proposed to investigate the liability of the administrators for non-compliance with the provisions contained in Articles 16 and 17 of Instruction CVM No. 202/93, as provided for in the sole paragraph of Article 3 of Instruction CVM No. 287/98.
It is worth remembering, however, that the assessment of the administrators' liability is independent of the official suspension of the publicly-held company's registration, being also provided for in Article 18 of Instruction CVM No. 202/93, as well as in Article 1, item I, item "b" of Instruction CVM No. 251/96.
It is emphasized that, under Article 7 of Instruction CVM No. 287/98, the cancellation and suspension of registration do not exempt the company, its controllers, and administrators from administrative, civil, and criminal liability arising from the eventual infringement of the legislation applicable to them, while the company was publicly-held.

8.4. OFFICIAL CANCELLATION OF PUBLICLY-HELD COMPANY REGISTRATION
The official cancellation of the publicly-held company's registration, provided for in Article 3 of Instruction CVM No. 287/98, will be carried out in the following scenarios:
I. Extinction of the company, verified by deregistration in the commercial registry;
II. Cancellation of the commercial registration, due to the company being considered inactive by the competent Commercial Board;
III. Deregistration, by the Federal Revenue Secretariat, of the registration in the General Register of Taxpayers – CGC;
IV. Effective placement with the public of the entirety of the securities whose registration of issuance is the cause for granting the publicly-held company registration;
V. Proof of the suspension of the company's activities for a period exceeding three years, with its registration suspended for more than one fiscal year.
It is emphasized that, under Article 7 of Instruction CVM No. 287/98, the cancellation and suspension of registration do not exempt the company, its controllers, and administrators from administrative, civil, and criminal liability arising from the eventual infringement of the legislation applicable to them, while the company was publicly-held.

8.5. SANCTIONING ADMINISTRATIVE PROCEEDING
As provided for in Article 19 of Instruction CVM No. 202/93, it constitutes an offense of an objective nature, in which a summary administrative proceeding procedure will be adopted, in accordance with the Regulation Annexed to CMN Resolution No. 1,657/89, the failure to adopt, by the administrator of a publicly-held company (and when applicable, the receiver, the bond trustee, the judicial administrator, the judicial manager, or the liquidator), the procedures listed in items I to III of Article 13, except for the scenario provided for in item VI of Article 17, constituting, furthermore, a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6,385/76:
I. Non-compliance with the provisions of item VI of Article 17 of Instruction CVM No. 202/93;
II. Non-observance of the deadline set in Article 132 of Law No. 6,404/76, for the holding of the ordinary general assembly;
III. Recidivism of objective nature infractions defined in the caput of Article 19 of Instruction CVM No. 202/93.
In turn, under Article 18 of Instruction CVM No. 358/02, violation of the provisions of that Instruction constitutes a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6,385/76, and the CVM must communicate to the Public Prosecutor's Office the occurrence of the events provided for in the aforementioned Instruction that constitute a crime. Therefore, and as provided for in Article 9, item V, of Law No. 6,385/76, the CVM may investigate, through an administrative proceeding, the eventual liability of the administrators (and when applicable, the receiver, the bond trustee, the judicial administrator, the judicial manager, or the liquidator), members of the statutory audit committee, and shareholders of publicly-held companies for non-compliance with the provisions contained in the aforementioned Instructions. In this sense, and under Article 11 of Law No. 6,385/76, the penalties provided for in items I to VIII of the same article will only be imposed with observance of the administrative proceeding mentioned in the previous paragraph, also observing the provisions of CVM Deliberation No. 538/08.

CANCELLATION OF PUBLICLY-HELD COMPANY REGISTRATION
The cancellation of a publicly-held company's registration must be preceded by a Public Offer to Acquire Shares (OPA), formulated by the controlling shareholder or by the publicly-held company itself and having as its object all shares issued by the target company, as provided for in paragraph 4 of Article 4 of Law No. 6,404/76 and in accordance with the procedure regulated by Instruction CVM No. 361/02, except for the situations provided for in Articles 17 and 18, which deal with companies that issued debentures or other securities that are not shares. As provided for in Article 34 of the aforementioned Instruction, exceptional situations that justify the acquisition of shares without a public offer or with a differentiated procedure will be reviewed by the CVM Collegiate Body, for the purpose of dispensing with or approving procedures and formalities to be followed, including regarding the disclosure of information to the public, when applicable. It is worth remembering that the establishment of a wholly-owned subsidiary does not result in the cancellation of the Company's registration. In these cases, it is necessary to forward a request for cancellation of registration, formalizing the plea, 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. Violation of the provisions of Instruction CVM No. 361/02, according to its Article 36, is considered a serious offense, for the purposes of Article 11, paragraph 3 of Law No. 6,385/76. It is worth noting that it is mandatory to forward documents and periodic information whose submission deadline is prior to the date of cancellation of the company's registration. It is also clarified that the company is liable for the inspection fee for the quarter in which the cancellation of its registration occurs. Thus, if the company has its registration cancelled in the 1st quarter and does not submit the DFP form related to the previous fiscal year, it must inform the CVM of the previous fiscal year's net equity (which will serve as the basis for calculating the aforementioned fee) through supporting documentation, such as the publication of financial statements.
ELISION OF LISTING OF PUBLICLY-HELD COMPANIES
According to Article 219 of Law No. 6,404/76, a company is extinguished by the closure of liquidation, as well as by merger or consolidation, and by spin-off with the transfer of all assets to other companies.
In the cases of merger, consolidation, or spin-off, the cancellation of the company's registration results from its extinction and is independent of the date of homologation by a government agency, with the company being elided from the listing of publicly-held companies from the date of the Extraordinary General Assembly that deliberated the merger, consolidation, or spin-off. In addition to the mandatory submission of the Minutes of the respective EGA via the IPE System, the company is requested to formally communicate its extinction to the SEP. It is worth noting that it is mandatory to forward documents and periodic information whose submission deadline is prior to the date of cancellation of the company's registration. It is also clarified that the company is liable for the inspection fee for the quarter in which its extinction occurs. Thus, if the company is extinguished in the 1st quarter, it must inform the CVM of the previous fiscal year's net equity (which will serve as the basis for calculating the aforementioned fee) through supporting documentation, such as the publication of financial statements. It is emphasized that, given Article 223, paragraph 3, of Law No. 6,404/76, if the merger, consolidation, or spin-off involves a publicly-held company, the succeeding company will also be publicly-held, and must obtain the respective registration and, if applicable, promote the admission of trading of the new shares in the secondary market, within a maximum period of 120 (one hundred and twenty) days, counted from the date of the assembly that approved the operation, observing the relevant norms issued by the Securities and Exchange Commission. Under paragraph 4, non-compliance with the provisions of Article 223, paragraph 3, gives shareholders the right to withdraw from the company, through 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.
ARTICLE 203 OF LAW NO. 6,404/76
Article 203 of Law No. 6,404/76 determines that the provisions of Articles 194 to 197 and 202 will not prejudice the right of preferred shareholders to receive 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.
ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS
12.1. ARTICLE 8 OF LAW NO. 10,303/01
In line with the decision of the CVM Collegiate Body (Meeting of 03.03.06, available on the CVM page)(7), since the ordinary general assembly held in 2006, whenever the election of directors occurs in the manner of Article 141, paragraph 4, II, or paragraph 5, of Law No. 6,404/76, such directors will be freely indicated by shareholders, in the manner of paragraph 4 of Article 8 of Law No. 10,303/01, recommending to publicly-held companies that they include in the notice of convening of general assemblies in which the election of directors is provided for the possibility of exercising the faculties referred to in the aforementioned paragraphs of Article 141 of Law No. 6,404/76.

12.2. INTERPRETATION OF ARTICLE 141, PARAGRAPH 5, OF LAW NO. 6,404/76
In the meeting held on 11.04.06, the CVM Collegiate Body decided to maintain the interpretation of Article 141, paragraph 5, of Law No. 6,404/76 given in the meeting of 08.11.05 (both available on the CVM page), summarized as follows.
In cases where the company has only issued shares with voting rights, the majority of holders who own at least 10% of the

total number of shares with voting rights.
It is worth noting that this interpretation has no retroactive effects.

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, collectively, ten percent (10%) or more of the shares with voting rights.

In interpreting this provision, the CVM expressed its understanding, through CVM Advisory 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 SEP, in consonance with what is set forth in Advisory Opinion No. 19/90, is that, in the separate election for the fiscal council by preferred shareholders (Article 161 of Law No. 6.404/76), any shareholders who do not fall within the concept of minority that the law sought to protect should not participate (vote), meaning that, besides controllers, persons linked to them also should not participate.

As provided in paragraph 2 of Article 161 of Law No. 6.404/76, the fiscal council, when its operation is not permanent, shall be installed by the general meeting at the 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 operation will end at the first ordinary general meeting after its installation.

CVM Instruction No. 324/00 sets a reduced scale, based on social capital, for the minimum percentages of shareholding necessary to request the installation of the Fiscal Council of a publicly-held company as provided 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 shareholding for the separate election, referred to in paragraph 4(a) of Article 161 of Law 6.404/76, cannot be reduced by the CVM, since it does not fit into 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 councilors by majority vote. The controlling shareholder is not obliged to participate in the election of the members of the fiscal council in the aforementioned scenario, and if he does not do so, all councilors will be elected by the votes of the other shareholders, regardless of their participation in capital, since the council will be installed (Article 161, paragraph 2), making the election of its members mandatory (Article 161, paragraph 4).

Furthermore, it is worth highlighting the understanding issued in meetings of 06.05.2008 and 23.09.2008, by the CVM Collegiate Body, that the requirement of "10% or more of the shares with voting rights" provided in Article 161, paragraph 4 does not refer to the number of shares that the minority present at the meeting needs to hold to elect, in a separate vote, one member and respective alternate of the fiscal council, but rather to the number of shares with voting rights held by all minority shareholders of the company.

PROJECTIONS
The disclosure of projections is information of a relevant nature, subject to the determinations of CVM Instruction No. 358/02.
CVM Instruction No. 202/93, in its Article 8, allows the presentation of business projections, determining, however, that when disclosed, the company must adopt the following procedures:
I. Present, clearly, for each of the items and projected periods, the assumptions and calculation memos used;
II. Present, when providing quarterly information indicated in Article 16, item VIII, a comparison between the projections prepared and the results actually obtained in the quarter, indicating clearly and accurately the reasons that led to deviations from the previously made projections; and
III. When, in the judgment of the administrators, based on solid reasons, the projections cease to be valid or are modified, disclose the fact to the market, immediately, in the manner provided for by Article 157, paragraph 4, of Law No. 6.404/76, and CVM Instruction No. 31/84 (revoked by CVM Instruction No. 358/02), together with their reasons.
RECOMMENDATIONS ON THE PRACTICE OF GUIDANCE
Some companies adopt the practice of disclosing to the market their expectations of future performance (guidance), both short and long term, mainly regarding the financial and operational aspects of their businesses.
It is noted that such practice is optional, and therefore such decision lies with the company itself.
Thus, with a view to guiding companies that wish to implement the guidance practice, the following care points are recommended to be observed upon its adoption:
I. The Company's Disclosure Policy must contemplate the adoption of this practice;
II. Advance disclosure of results may be admitted in the case of preliminary information, still unaudited, because otherwise, the final part of the provision in item VIII of Article 16 of CVM Instruction No. 202/93 applies, which determines the immediate presentation of electronic forms for quarterly information - ITR;
III. The disclosure of preliminary financial data entails the trading restriction set forth in paragraph 4 of Article 13 of CVM Instruction No. 358/02;
IV. Results or reports prepared in accordance with foreign accounting standards must present the reconciliation to Brazilian accounting practices;
V. If the company uses calculated financial metrics, such as EBITDA - earnings before interest, taxes, depreciation and amortization, it must present the reconciliation with the accounting items expressed directly in the company's financial statements and, therefore, obtained by the accounting criteria adopted in Brazil;
VI. If the disclosed information involves the preparation of projections, attention should be paid to the provision in Article 8 of CVM Instruction No. 202/93, as mentioned in item 14 above, and the same must appear in box 14.01 of Form IAN, and the monitoring between what was projected and what was realized must appear in box 12.01 of Form ITR; and
VII. If the disclosed projections are discontinued, this fact must be reported, accompanied by the reasons that led to their loss of validity, in the form of Relevant Fact, as provided in CVM Instruction No. 358/02.
CAPITAL BUDGET
The main sources of capital of publicly-held companies are: raising new resources, via issuance of debt securities or sale of equity participation, on the one hand, and reinvestment of own resources, on the other. This latter modality is regulated by Articles 194 (Statutory Reserves) and 196 (Retention of Profits) of the Corporate Law. The latter disciplines the retention of profits for investment purposes. In its terms:
Retention of Profits
Art. 196. The general meeting may, upon proposal of the administrative bodies, deliberate to retain a portion of the net profit of the fiscal year provided for in a capital budget previously approved by it.
§ 1 The budget, submitted by the administrative bodies with the justification of the proposed retention of profits, must comprise all sources of resources and applications of capital, fixed or circulating, and may have a duration of up to five fiscal years, except in the case of execution, for a longer period, of an investment project.
§ 2 The budget may be approved in the ordinary general meeting that deliberates on the balance sheet of the fiscal year.
The legislator sought to protect minority shareholders against arbitrary decisions of controllers and administrators, when deliberating on the destination of profits earned at the end of the fiscal year, since the reinvestment of profits imposes the sacrifice of receiving dividends in the present.
Indeed, the requirement formulated to present, in a General Meeting, the capital budget, or investment project, has the effect of informing partners about the administration's recommendation on the best destination to be given to the resources obtained from the social business of the last fiscal year. This retention will finance the exploitation of available opportunities, capable of increasing the value of the company, and consequently, the shareholder's equity. By the wording given to the article, it seems that the legislator differentiated the capital budget from the investment project, both by the duration period, as well as by the nature of the application given to the available funds. If the periods provided to realize the respective assets are less than 5 (five) years, and have the purpose of maintaining the company's operational capacity, a capital budget will be presented. On the other hand, if the investment has a duration greater than the limit of 5 (five) years, and aims to expand operations, with a view to increasing economies of scale, for example, then, an investment project will be discussed in the Assembly. Both the capital budget and the investment project must be available to shareholders up to 1 (one) month before the OGM, as provided in item V of Article 133 of Law No. 6.404/76, and therefore must also be sent to the CVM, via the IPE system, in Category "Assembly", Type "OGM" or "OGM/E", Species "Administration Proposal", Subject "Capital Budget". As a model, the following is suggested:
CONCILIATION BETWEEN REALIZED AND BUDGETED
(comparison of current and previous fiscal year)

Sources
Year 1 Year 0
Realized Budgeted Realized Budgeted
Retention of profits (art.
196)
Statutory Reserves (art.
194)
New indebtedness
Capital increase
Others (Specify)
Total Sources
Applications Realized Projected Realized Projected Project 1 Project 2 (...)
Total Applications
PROJECTIONS FOR NEXT FISCAL YEARS
(as per paragraph 1 of Article 196 of Law No. 6404/76) Sources To Be Realized Year 2 Year 3 Year 4 (...) Year N Retention of profits (art.
196)
(...)
Statutory Reserves (art.
194)
(...)
New indebtedness (...)
Capital increase (...)
Others (Specify) (...)
Total Sources (...)
Applications Year 2 Year 3 Year 4 (...) Year N Project 1 (...)
Project 2 (...)
(...) (...)
Total Applications (...)
Observation 1 The totals referring to the realized sources and applications must be equal, and appear in a note to the financial statements, reconciling them in a way to show how such values are recorded; Observation 2 The administrator must pay attention to what is provided in Article 199 of Law No. 6404/76, which obliges to write off profit reserve balances when the prescribed limit is reached (also considering Article 193), either by capitalization or distribution of dividends.

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 shareholders at the time of the original declarations. It is worth noting that this orientation is in line with the decision of the Collegiate Body in a meeting of 03.05.06 (available on the CVM website)(8), in response to the inquiry from SEP regarding the shareholder base to be used in said cases.
INFORMATION AND DOCUMENTS TO BE DISCLOSED IN:
18.1. MERGER, CONSOLIDATION AND SPIN-OFF
The administrative bodies or partners of the societies involved in merger, share consolidation, consolidation or spin-off operations 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 Corporate Law will be exposed.
In the case of merger by the controlling company, of a controlled company, the justification presented to the general meeting of the controlled company must contain, in addition to the information provided in Articles 224 and 225, the calculation of the substitution ratios of the shares of non-controlling shareholders of the controlled company based on the net asset value of the shares of the controlling and controlled companies, evaluated according to the same criteria and on the same date, at market prices, or based on another criterion accepted by the Securities Commission, in the case of publicly-held companies (Article 264 of Law No. 6.404/76). As usual practice of publicly-held companies, the protocol and justification may appear in a single document. The protocol and justification must be disclosed in the IPE System in the "Assembly" category and respective species, since 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 notice of 15 days from the date of realization of the general meeting that will deliberate on the protocol and justification. The substitution ratios must be disclosed by the company both in the relevant fact (Article 2, paragraph 1, item III, of CVM Instruction No. 319/99), as well as in the Protocol (Article 224 of Law No. 6.404/76), highlighting that, in addition to the criteria used, the values that served as the basis for the calculation of the substitution ratios must also be disclosed. Furthermore, it is important to emphasize that the identification, in the relevant fact, of the experts or specialized company to evaluate the net asset value of the company and the declaration of the existence or not, regarding the same, of any conflict or community of interests, actual or potential, with the controller of the company, or in face of minority shareholder(s) of the same, or relative to another society involved, its respective partners, or concerning the operation itself (Article 2, paragraph 1, item XIV, of CVM Instruction No. 319/99) does not confuse with the information provided for in Article 5 of CVM Instruction No. 319/99, which must be provided by the companies and professionals themselves who have provided services related to the operation. The definitive appraisal reports must be made available to shareholders as soon as finalized, as determined in Article 4 of CVM Instruction No. 319/99. These documents must be sent, via the IPE System, in the "Economic-Financial Data" category and species "Appraisal Report". In accordance with paragraph 2 of Article 264 of the Corporate Law, the evaluation of the assets of the societies in merger or consolidation operations involving a controlling and controlled company or
societies under common control shall be carried out by a specialized company, in the case of publicly-held companies. It should be noted that not only the protocol, justification and appraisal reports, but also legal opinions, accounting, financial appraisals, studies, and any other information or documents that have been made available to the controller or used by him, for planning, evaluation, promotion and execution of merger, consolidation or spin-off operations involving a publicly-held company, must be mandatorily made available to all shareholders from the date of publication of the conditions of the operation.

18.2. ACQUISITION OF COMMERCIAL SOCIETY BY PUBLICLY-HELD COMPANY
Article 256 of Law No. 6.404/76 determines that the purchase, by a publicly-held company, of the control of any commercial society, depends on the deliberation of the general meeting of the purchaser, specially convened to examine the operation, whenever:
I. The purchase price constitutes, for the purchaser, a relevant investment (Article 247, sole paragraph); or
II. The average price of each share or quota exceeds one and a half times the highest of the three values indicated below:
(a) Average quotation of shares on the stock exchange or in the organized over-the-counter market, during the 90 (ninety) days prior to the date of contracting; (b) Net asset value (Article 248) of the share or quota, evaluated with the assets at market prices (Article 183, paragraph 1); (c) Net profit value of the share or quota, which may not exceed fifteen times the annual net profit per share (Article 187, VII) in the two last fiscal years, monetarily updated. Initially, the aforementioned article does not apply to operations in which publicly-held companies acquire commercial societies through their controlled, affiliated or wholly-owned subsidiaries, which are closed companies or present another corporate type. Nevertheless, in the analysis of concrete situations, controllers and administrators may be held liable for abuse or deviation of power, respectively, if it is proven that a certain "vehicle" company was used in the acquisition of control of other societies to the detriment of legitimate interests of other shareholders of the publicly-held company. Additionally, in its paragraph 2, Article 256 provides that "if the acquisition price exceeds one and a half times the highest of the three values referred to in item II of the caput [average quotation, adjusted book value to market and 15 times the average of annual net profit per share of the last two fiscal years], the dissenting shareholder of the assembly deliberation that approves it shall have the right to withdraw from the company through reimbursement of the value of their shares, in accordance with Article 137, observing the provision in its item II". For this reason, upon disclosure of the acquisition of a commercial society, the publicly-held company must inform whether the said acquisition will be submitted to the deliberation of the general meeting of shareholders, as well as whether it will entail the shareholders' right of withdrawal, as provided in the aforementioned Article 256. If the operation comes to be the object of assembly deliberation, the deadline in which the assembly is intended to be held must be informed. If the operation entails the exercise of the right of withdrawal, it must also be informed: (a) shareholders who may exercise the right of withdrawal, should they dissent from the deliberation of the Assembly, to be convened for ratification of this acquisition (see item 18.4 below); (b) The reimbursement value, in reais (R$) per share; and (c) the deadline and procedures that dissenting shareholders must adopt to manifest themselves. The administration's proposal must contain all information and documents necessary for shareholders to make a decision, such as the description of the business and its main terms and conditions, including number of shares or quotas acquired, total price, price per share or quota of each species or class, form of payment, suspensive and resolutive conditions to which the business is subject, costs that will be incurred by the
company if the business is not approved and governmental approvals necessary. Copies of all studies and appraisal reports prepared by the company or by third parties, which supported the negotiation of the acquisition price, must also be provided. Additionally, due to the provision in paragraph 1 of Article 256 of Law No. 6.404/76, it is worth highlighting the need to comply with the provision in paragraph 3 of Article 135 and paragraph 6 of Article 124, both of the same law.

18.3. CONVERSION OF SHARES
In cases of conversion of shares, without prejudice to the provisions of CVM Instruction No. 358/02, the administration's proposal must contain all relevant information, as well as be accompanied by all documents necessary for shareholders to make a decision, such as the motives or purposes of the operation; the mandatory or optional nature of the operation and the eligibility of the right of withdrawal for dissenting shareholders; the conversion ratio between the classes or species of shares; the criterion for determining the said conversion ratio; and the justification for adopting the said criterion in the conversion operation.

18.4. RIGHT OF WITHDRAWAL
Law No. 6.404/76 provides for the possibility of exercising the right of withdrawal in specific hypotheses, such as those provided for in Articles 137, 252 and 264.
If the matter deliberated in the general meeting gives rise to the right of withdrawal, the company must inform, at minimum, the shares and classes to which the withdrawal applies, the reimbursement value per share and its method of calculation, and the deadlines and procedures that shareholders of this Company, dissenting from the deliberation of the said Assembly, must adopt to exercise the right of withdrawal. It is clarified that, as provided in paragraph 1 of Article 137 of the Corporate Law, "the dissenting shareholder of the assembly deliberation, including the holder of preferred shares without voting rights, may exercise the right to refund the shares of which he was demonstrably the holder on the date of the first publication of the call notice for the assembly, or on the date of communication of the relevant fact object of the deliberation, if earlier".

By "date of communication of the material fact" should be understood the date of publication of the Material 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 CVM Instruction No. 358/02.

Thus, the right of withdrawal would only be applicable to shares acquired before the date of publication of the first notice calling for a general meeting or the material 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 stipulates that the holder of shares of a specific type or class that has liquidity and dispersion in the market shall not have the right of withdrawal, considering:
a) liquidity, when the type 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 type or class of shares.

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

It is also emphasized that, within the 10 (ten) days following the expiration of the period referred to in items IV and V of the caput of Article 137 of Law No. 6,404/76, it is optional for the administrative bodies to call a general meeting to ratify or reconsider the deliberation, if they deem that the payment of the reimbursement price of the shares to dissenting shareholders who exercised the right of withdrawal will put the financial stability of the company at risk.

In view of this, the administrative decision to reconsider the deliberation of the General Shareholders' Meeting and/or the General Meeting of Preferred Shareholders, in accordance with Article 137, paragraph 3, of Law No. 6,404/76, must, as a rule, be the subject of a Material Fact, within the aforementioned period. The administrative decision to ratify the aforementioned deliberation must, as a rule, be the subject of a Market Communication.

18.5. CAPITAL INCREASE
In cases of capital increase, it is necessary that the administration's proposal contain all relevant information, as well as be accompanied by all documents necessary for shareholders to make a decision, such as:
I. Justification regarding the need to carry out the operation;
II. Main characteristics of the operation: number of shares to be issued by type 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;
III. Appraisal Report and other documents that supported the fixing of the issue price;
IV. Copy of the opinion of the statutory audit committee, if it is in operation, with dissenting votes, if applicable;
V. Inform (a) whether shareholders who do not wish to exercise their subscription rights of preference 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
VI. Inform whether the shares to be issued as a result of the increase in share capital will participate on equal terms in all benefits, including dividends and any capital remuneration that may be approved in the fiscal year. If they participate on a pro rata tempore basis, inform from when they will fully participate in all benefits.

18.6. STOCK CONSOLIDATION
In the case of stock consolidation, in the Material 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 were to manifest such intention within the deadline established in the general meeting that deliberated on the consolidation.

TRADING IN OWN ISSUED SHARES
The legal principle instituted through Article 30 of Law No. 6,404/76 is that the company cannot trade in its own issued shares, with the exceptions enumerated in its paragraph 1.

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

Through CVM Instruction No. 10/80, the CVM sought to establish the conditions under which companies could deliberate on the acquisition of 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 balance sheet accounts originating the resources for acquisition and those that would be prohibited from use 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 type and class; and (e) the political and patrimonial rights attributable to treasury shares, among other points.

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

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

Regarding the use of balances from the reserve and profit accounts of the ongoing fiscal year as collateral for transactions involving the acquisition of own issued shares, ascertained through interim financial information, we alert that the CVM Collegiate, in the meeting held on 25.11.2008 (available on the CVM page)(9), understood their use to be appropriate, supported by Law No. 6,404/76.

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

I. Segregation of values that, if it were the end of the fiscal year, would have to be set apart to cover reserves that must necessarily be constituted and dividends mandatorily exigible, such as legal, statutory, and profits to be realized reserves, as well as the amount that would be destined for fixed or minimum (including cumulative) dividends and mandatory dividends;
II. Any other necessary retentions must be considered so that the value to be used for the payment of dividends and the shares to be repurchased is fully backed by realized profits (financially available or very proximally available);
III. The company's past regarding the typical behavior of the result in the remaining phase of the fiscal year and a projection for the result of the ongoing fiscal year must be considered, in order to demonstrate all the prudence expected from the administration of an open 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 own shares; and
IV. The use of the result of the ongoing fiscal year for projected result values is prohibited in any hypothesis.

It is noted that Article 2 of CVM Instruction No. 10/80 prohibits the acquisition of own issued shares when, among other reasons, it requires the use of resources exceeding the balances of available reserves.

It is also highlighted that, in the meeting held on 11.11.2008 (available on the CVM page), the Collegiate also manifested 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 called to deliberate on the alteration of the statutory clause regarding the share capital of the respective company.

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

Finally, Article 25 of the norm establishes that the transgression of its Articles 1, 2, 3, 6, 9, 12, and 16 constitutes a serious offense, for the purposes of paragraph 3, of Article 11, of Law No. 6,385/76.

BONUS ISSUANCE OF TREASURY SHARES
In a meeting held on 25.11.2008 (available on the CVM page)(10), the CVM Collegiate understood that it is appropriate to alter the number of treasury shares whenever the company approves any bonus issuance of its shares, thereby correcting the numerical expression of the volume of own issued shares held by the company, without this having as a consequence the modification of the balance of that balance sheet account.

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

STATUTORY COMPETENCE OF THE BOARD OF DIRECTORS TO DELIBERATE ON THE ISSUANCE OF DEBENTURES
Item IV of Article 122 of Law No. 6,404/76 established as the exclusive competence of the general shareholders' meeting the authorization for the issuance of debentures.

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

The aforementioned paragraph attributes to the board a competence of a permanent nature: the approval of the issuance of non-convertible debentures and without real guarantee, and another competence of a transitory nature, in respect of an express delegation by a shareholders' meeting, which, in turn, must observe the limits established by Law.

For the reasons enumerated above, the company's bylaws cannot innovate within the scope of the competences attributed to the board of directors, even for companies with authorized capital under Item VII of Article 142, contrary to the legal provisions regarding the issue in question.

Thus, the company bylaws that establish, through their provisions, the competence for the board of directors to authorize the issuance of debentures, when the strict conditions of paragraph 1 of Article 59 of Law No. 6,404/76 are not observed, incur in non-compliance with the Law.

ARTICLE 143 OF LAW NO. 6,404/76
Upon the consolidation of the company bylaws, companies must pay attention to the provisions of Article 143 of Law No. 6,404/76, regarding the composition of the board of directors of a corporation.

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

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

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

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

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

If the request for a suspensive effect is denied (totally or partially), the Superintendent shall, 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.

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

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

INQUIRIES FROM OPEN COMPANIES
Inquiries regarding the application of norms and regulations issued by the CVM and the understanding of provisions of Laws No. 6,385/76 and 6,404/76 and subsequent amendments must be sent in writing, via protocol, by the Director of Investor Relations to the SEP, with the identification of the open company. If the inquiry is made by legal representatives of the companies, it must be accompanied by their respective 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 the opinion of the independent auditor on the subject, in accordance with item 28.1 of CIRCULAR LETTER/CVM/SNC/SEP/No. 001/07.

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

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

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

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

REQUESTS FOR HEARINGS WITH PRIVATE INDIVIDUALS
In line with Decree No. 4,334, of August 12, 2002, requests for scheduling meetings with organizational components of the CVM must be sent electronically, through the CVM page, selecting, for this purpose, the option HEARING WITH PRIVATE INDIVIDUALS.

In this request, the clear specification of the subject to be treated must be included, with the prior forwarding of inquiries from companies, as described in the previous item, being a necessary condition.

REQUEST FOR VIEWING OF PROCESS FILES
In accordance with paragraph 2 of Article 8 of Law No. 6,385/76, all documents and files of administrative processes that are pending or archived at the CVM are public, except those whose confidentiality is indispensable for the defense of intimacy or social interest, or whose confidentiality is ensured by express legal provision.

One must also keep in mind 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 photocopies of the data and documents that integrate it, except for data and documents of third parties protected by confidentiality or by the right to privacy, honor, and image.

In the case of an administrative process for the investigation of illegal acts and unfair practices that is preceded by an investigative stage, the confidentiality necessary for the elucidation of facts or required by public interest will be ensured, as provided in paragraph 2 of Article 9 of Law No. 6,385/76.

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

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

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

The granting depends on the authorization of the head of the Superintendency responsible for conducting the administrative process or the Relator, if there is a pending appeal or decision by the Collegiate, with the postponement of the granting of viewing being permitted in the interest of the service when such measure would hinder the carrying out of an act or the adoption of measures necessary for the conduct of the process.

In administrative processes instituted due to requests for postponement of general meetings of open companies or interruption of the flow of the deadline for their calling, in accordance with CVM Instruction No. 372/02, the granting of viewing will not be admitted while the process is pending decision, except for the right of access to the files by the company within the deadline for its manifestation, as provided in Article 4 of CVM Deliberation No. 481/05.

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

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

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

In sanctioning administrative processes, viewing will be admitted for the accused upon petition 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, in processes governed by CMN Resolution No. 1,657/89, or to the CCP, after the eventual filing of appeals to the Collegiate.

Requests for viewing will be analyzed on a case-by-case basis, with the requesters having the right to appeal to the CVM Collegiate in the event of denial of the request, in accordance with CVM Deliberation

CVM Resolution No. 463/03.

According to Article 3, paragraph 3, of CVM Deliberation No. 481/05, if the denial decision is issued by the Rapporteur, an appeal against the decision may be filed with the Collegiate Body within a period of 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 Autarchy, with the indication of the availability period through an official letter in response to the request.

CVMWIN SYSTEM

The CVMWIN System, used for sending the DFP, IAN, and ITR forms, provided for in Article 16, items II, IV, and VIII, of CVM Instruction No. 202/93, is available for download on the CVM website (www.cvm.gov.br), in the MARKET PARTICIPANTS section, under the DOCUMENT SUBMISSION item, subitem PROGRAM, and on the Bovespa website (www.bovespa.com.br), in the COMPANIES section, under the FOR COMPANIES item, subitem FOR LISTED COMPANIES, link ITR/DFP/IAN SYSTEM.

It is emphasized that any eventual problems or technical difficulties in sending these forms should be brought to the attention of the CVM via email at suporte@cvm.gov.br or by phone at (21) 3233 8504 or 3233 8261.

OPEN COMPANIES REGISTRATION SYSTEM – CVMWEB

Companies are obligated to update their registration data with the CVM within 5 (five) days after the occurrence of any change, in view of the provisions of Article 13, item III, of CVM Instruction No. 202/93.

As established in Article 18 of CVM Instruction No. 202/93, without prejudice to the responsibility of administrators under Articles 9, item V, and 11 of Law No. 6.385/76, an open company that does not keep its registration updated, in accordance with Articles 13, 16, and 17 of the same Instruction, will be subject to a daily coercive fine.

Under Article 19 of CVM Instruction No. 202/93, failure to observe the procedures listed in items I to III of Article 13 of that Instruction constitutes an offense of an objective nature, for which a summary administrative process procedure will be adopted, in accordance with the Regulation Annexed to CMN Resolution No. 1.657/89. Recidivism of these objective infractions constitutes a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6.385/76.

OFFICIAL LETTER/CVM/SEP No. 01/04, of 16.02.04, communicated to companies the implementation of the new Registration Update System (CVMWEB), with each company required to make modifications directly on the CVM page on the worldwide web, having been provided to IR Directors (DRI’s) an access password and guidance on how to proceed with the registration update. Therefore, the registration update of companies ceased to be done automatically through the importation of data inserted in the DFP, IAN, and ITR forms.

The following became objects of registration update by this system: social and trade name, date of incorporation of the company, address, telephone, fax, email, securities trading institution, activity sector, trading market, company status, and information on the current independent auditor.

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

It is emphasized that the update of DRI, trustee, judicial administrator, judicial manager, or liquidator data continues to be done through the IPE System.

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

PERIODIC AND OCCASIONAL INFORMATION SYSTEM – IPE

Developed in 2003, in partnership with BOVESPA, the Periodic and Occasional Information System – IPE replaced the physical submission of information via electronic means, providing broad and widespread dissemination to the securities market and the interested public.

The documents and information sent are available simultaneously on the CVM and BOVESPA websites, in the case of companies registered there, with the exception of the form for the notice provided for in Article 11 (individual) of CVM Instruction No. 358/02 (amended by CVM Instruction No. 449/07) (see item 6.7).

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

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

It is entirely indispensable to read the document "IPE Manual", available on the CVM website, which presents a listing of the categories, types, and species of documents provided for in the system, classified by the obligation or not of submission, by the periodicity of their disclosure and by the need or not of publication by the press, as well as bringing guidance regarding the procedure for accessing the system (submission and cancellation of data and IR Director registration).

It is worth noting that companies may request the CVM to send documents not provided for in the IPE System.

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

The login/password procedures and document submission do not depend on whether the open company is registered in that exchange or not.

To send a document through this option, simply access the BOVESPA website (www.bovespa.com.br), select COMPANIES, then For Companies and IPE – Document Submission.

The link for this address is http://www.bovespa.com.br/ipe.

Sincerely,

ELIZABETH LOPEZ RIOS MACHADO
Superintendent of Corporate Relations

(1) At www.cvm.gov.br, see "Collegiate Body Decisions" and the respective date.
(2) See CVM website, link http://www.cvm.gov.br/port/snc/Normas.asp

(3) At www.cvm.gov.br, see "Collegiate Body Decisions" and the respective date.
(4) At www.cvm.gov.br, see "Collegiate Body Decisions" and the respective date – or http://www.cvm.gov.br/port/descol/resp.asp?File=2008024D24062008.htm.
(5) The submission must be made via the IPE System in the "Assembly" category, type "AGE", species "Management Proposal".
(6) At www.cvm.gov.br, see "Sanctioning Administrative Processes", "Adjudicated Sanctioning Processes", "Ordinary Procedure" and the respective date.
(7) At www.cvm.gov.br, see "Collegiate Body Decisions" and the respective date.
(8) At www.cvm.gov.br, see "Collegiate Body Decisions" and the respective date.
(9) At www.cvm.gov.br, see "Collegiate Body Decisions" and the respective date.
(10) At www.cvm.gov.br, see "Collegiate Body Decisions" and the respective date.

Circular Letter CVM/SEP 02/09

Lineage: In force

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